Market Newsdesk

August 6, 2025 10:30 am

/C O R R E C T I O N — Valens Semiconductor/

PR Newswire

In the news release, Valens Semiconductor Reports Second Quarter 2025 Results, issued 06-Aug-2025 by Valens Semiconductor over PR Newswire, we are advised by the company that the second table, last row, should read “(14,758)” rather than “(14,578)” as originally issued inadvertently. The complete, corrected release follows:

Valens Semiconductor Reports Second Quarter 2025 Results

Key Financial Highlights:

Q2 revenues: $17.1 million, exceeding the top end of our guidance
Q2 gross margin: 63.5% GAAP; 67.2% non-GAAP
Cash, cash equivalents and short-term deposits: $102.7 million
Given tariffs, lower full-year 2025 revenue guidance

HOD HASHARON, Israel, Aug. 6, 2025 /PRNewswire/ — Valens Semiconductor Ltd. (NYSE: VLN), a leader in high-performance connectivity, today reported financial results for the second quarter ended June 30, 2025.

“We are pleased with our performance in Q2, where we exceeded our guidance and delivered revenues of $17.1 million,” said Gideon Ben-Zvi, CEO of Valens Semiconductor. “In the first half of 2025, we saw strong and growing demand, particularly within the ProAV market. Momentum in Industrial machine vision also remained positive; our strategic partnerships led to the design of robust new products, which we expect to begin commercialization by late 2026. In automotive, the MIPI A-PHY standard continued to gain industry traction, providing continued optimism about our long-term potential in this market. However, primarily due to the impact of tariffs, we are updating our full-year 2025 revenue guidance to be in the range of $66 million to $71 million, which still represents a 14% to 23% increase compared to 2024.”

“Although we’ve adjusted our full-year guidance due to the unpredictable impact of tariffs, our confidence in the company’s long-term strategy and market opportunity remains unchanged,” said Guy Nathanzon, CFO of Valens Semiconductor.

Q2 2025 Financial Highlights:

Q2 revenues reached $17.1 million, exceeding our guidance of $16.5–$16.8 million, compared to $16.8 million in Q1 2025 and $13.6 million in Q2 2024.
– Q2 Cross-Industry Business (“CIB”) revenues accounted for approximately 75% of total revenues at $12.8 million compared to $11.7 million dollars in Q1 2025 and $8.1 million in Q2 2024.
– Q2 Automotive revenues accounted for approximately 25% of total revenues at $4.3 million, compared to $5.1 million dollars in Q1 2025 and $5.5 million in Q2 2024.
Q2 GAAP gross margin was 63.5% (non-GAAP gross margin was 67.2%), within the guidance. This is compared to a GAAP gross margin of 62.9% for Q1 2025 and 61.4% for Q2 2024 (non-GAAP gross margin of 66.7% in Q1 2025 and 64.5% in Q2 2024). On a segment basis, Q2 gross margin from the CIB was 67.8% and gross margin from Automotive was 50.5%. This compares to a Q1 2025 gross margin of 69.1% and 48.4%, respectively, and a Q2 2024 gross margin of 75.4% and 40.9%, respectively. The increase in Q2 automotive gross margin compared to Q2 2024 was due to an optimization of our product cost. The decrease in gross margin of the CIB compared to Q1 2025 was due to a change in product mix.
Q2 GAAP net loss amounted to $(7.2) million, compared to a net loss of $(8.3) million dollars in Q1 2025 and a net loss of $(8.9) million dollars in Q2 2024.
Q2 adjusted EBITDA was a loss of $(4.0) million, better than the guidance range of a $(4.9)–$(4.4) million adjusted EBITDA loss. This compares to an adjusted EBITDA loss of $(4.3) million dollars in Q1 2025 and an adjusted EBITDA loss of $(5.2) million dollars in Q2 2024.
Cash balance as of June 30, 2025, was $102.7 million. This compares to a cash balance of $112.5 million as of March 31, 2025. During the second quarter of 2025 the company used $10.2 million for the share repurchase program, announced in February 2025.

Q2 2025 Business Highlights:

Enabled the launch of the first MIPI A-PHY standard platform in the industrial machine vision market, developed by D3 Embedded
Supported a rise in the number of products based on the VS3000 chipset from around 100 to 150 by the end of 2024
Received strong endorsements for the MIPI A-PHY standard in automotive from Mobileye and a leading European OEM at the annual MIPI Alliance meeting
Won two prestigious industry awards and supplied the chipsets behind four additional customer wins for Apantac, Rethink AV, Hall Technologies, and Msolutions

Financial Outlook for Q3 2025

For Q3 2025, Valens Semiconductor expects revenues to range between $15.1 million and $15.6 million, gross margin to range between 58.0% and 60.0%, and adjusted EBITDA loss to range between $(7.4) million and $(6.8) million.

Disclaimer: Valens Semiconductor does not provide GAAP net profit (loss) guidance as certain elements of net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. Adjusted EBITDA is a non-GAAP measure. See the tables below for additional information regarding this and other non-GAAP metrics used in this release.

Conference Call Information

Valens Semiconductor will host a conference call today, Wednesday, August 6, 2025, at 8:30 a.m. Eastern Time (ET) to discuss its second quarter 2025 financial results and business outlook. To access this call, dial (at least 10 minutes before the scheduled time) +1 (888) 281-1167 (U.S.), 0 (808) 101-2717 (UK), 03 918 0610 (Israel) or +972 3 918 0610 (all other locations). A live webcast of the conference call will be available via the investor relations section of Valens Semiconductor’s website at Valens – Financials – Quarterly Results. The live webcast can also be accessed by clicking here. A replay of the conference call will be available on Valens Semiconductor’s website shortly after the call concludes.

NYSE Rule 203.01 Annual Financial Report Announcement

Pursuant to Rule 203.01 of the New York Stock Exchange Manual, Valens Semiconductor Ltd. hereby announces to holders of its ordinary shares that its Annual Report on Form 20-F for 2024 (including its full year 2024 audited financial statements), filed with the U.S. Securities and Exchange Commission on February 26, 2025, is available in the investor relations section of its website at https://investors.valens.com/financials/secfilings/default.aspx. While the company encourages the sustainable approach of downloading and reading the report online, hard copies of the 2024 Annual Report will be provided free of charge, upon request, as follows: Valens Semiconductor Ltd., 8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel, or by emailing: [email protected].

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our anticipated future results, including financial results, our five-year plan, currency exchange rates, and contract wins, and future economic and market conditions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor’s (“Valens”) management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor. These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory; competition in the semiconductor industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand; disruptions in relationships with any one of Valens’ key customers; any difficulty selling Valens’ products if customers do not design its products into their product offerings; Valens’ dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays or quality events in the manufacturing process of products; our ability to effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights; our ability to successfully integrate or otherwise achieve anticipated benefits from acquired businesses; the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; further deterioration of macroeconomic conditions due to ongoing global political and economic uncertainty, including with respect to China–Taiwan relations and increasing trade and other tariff-related tensions (as our current guidance assumes the estimated production and/or demand impact on us of current tariff conditions); political, economic, governmental and tax consequences associated with our incorporation and location in Israel; and those factors discussed in Valens’ Form 20-F filed with the SEC on February 26, 2025 under the heading “Risk Factors,” and other documents of Valens filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Valens’ expectations, plans or forecasts of future events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens’ assessments to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens’ assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

About Valens Semiconductor

Valens Semiconductor is a leader in high-performance connectivity, enabling customers to transform the digital experiences of people worldwide. Valens’ chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com.

VALENS SEMICONDUCTOR LTD. SUMMARY OF FINANCIAL RESULTS (U.S. Dollars in thousands, except per share amounts)

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Revenues	17,059	13,597	33,887	25,156
Gross Profit	10,835	8,344	21,417	15,159
Gross Margin	63.5 %	61.4 %	63.2 %	60.3 %
Net loss	(7,184)	(8,869)	(15,492)	(18,911)
Working Capital^[1]	105,998	142,349	105,998	142,349
Cash, cash equivalents and short-term deposits^[2]	102,721	130,630	102,721	130,630
Net cash used in operating activities	(211)	(225)	(7,761)	(1,615)
Non-GAAP Financial Data
Non-GAAP Gross Margin^[3]	67.2 %	64.5 %	67.0 %	63.3 %
Adjusted EBITDA Loss^[4]	(4,016)	(5,168)	(8,362)	(12,237)
Non-GAAP Earnings Loss per share (in U.S. Dollars)^[5]	$(0.04)	$(0.04)	$(0.07)	$(0.10)

VALENS SEMICONDUCTOR LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. Dollars in thousands, except share and per share amounts)
	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
REVENUES	17,059	13,597	33,887	25,156
COST OF REVENUES	(6,224)	(5,253)	(12,470)	(9,997)
GROSS PROFIT	10,835	8,344	21,417	15,159
OPERATING EXPENSES:
Research and development expenses	(10,198)	(9,961)	(20,788)	(20,106)
Sales and marketing expenses	(5,166)	(4,368)	(10,773)	(8,756)
General and administrative expenses	(3,697)	(3,397)	(7,364)	(6,968)
Change in earnout liability	837	(28)	663	(28)
TOTAL OPERATING EXPENSES	(18,224)	(17,754)	(38,262)	(35,858)
OPERATING LOSS	(7,389)	(9,410)	(16,845)	(20,699)
Change in fair value of Forfeiture Shares	–	10	–	35
Financial income, net	225	540	1,463	1,774
LOSS BEFORE INCOME TAXES	(7,164)	(8,860)	(15,382)	(18,890)
INCOME TAXES	(21)	(21)	(114)	(38)
LOSS AFTER INCOME TAXES	(7,185)	(8,881)	(15,496)	(18,928)
Equity in earnings of investee	1	12	4	17
NET LOSS	(7,184)	(8,869)	(15,492)	(18,911)
EARNINGS PER SHARE DATA: BASIC AND DILUTED NET LOSS PER ORDINARY SHARE ^{^[6]} (in U.S. Dollars)	$(0.07)	$(0.08)	$(0.15)	$(0.18)
WEIGHTED AVERAGE NUMBER OF SHARES AND VESTED RSUS USED IN COMPUTING NET LOSS PER ORDINARY SHARE	103,551,779	105,079,508	104,403,869	104,563,467
Other comprehensive income:
Change in unrealized gains on cash flow hedges	1,276	–	734	–
TOTAL COMPREHENSIVE LOSS	(5,908)	(8,869)	(14,758)	(18,911)

VALENS SEMICONDUCTOR LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (U.S. Dollars in thousands)

ASSETS	June 30, 2025		December 31, 2024
CURRENT ASSETS Cash and cash equivalents		46,589		35,423
Short-term deposits		56,132		95,532
Restricted Short-term deposit		1,168		1,138
Trade accounts receivable		8,133		7,751
Prepaid expenses and other current assets		3,812		3,904
Inventories		11,497		10,155
TOTAL CURRENT ASSETS		127,331		153,903
LONG-TERM ASSETS
Property and equipment, net		3,346		3,555
Operating lease right-of-use assets		7,260		7,458
Intangible assets		4,232		4,702
Goodwill		1,847		1,847
Other assets		777		687
TOTAL LONG-TERM ASSETS		17,462		18,249
TOTAL ASSETS		144,793		172,152

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES[7]		21,333		20,327
LONG-TERM LIABILITIES
Non-current operating leases liabilities		6,874		6,645
Earnout liability		–		2,413
Other long-term liabilities		91		79
TOTAL LONG-TERM LIABILITIES		6,965		9,137
TOTAL LIABILITIES		28,298		29,464
TOTAL SHAREHOLDERS’ EQUITY		116,495		142,688
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		144,793		172,152

VALENS SEMICONDUCTOR LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. Dollars in thousands)

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss for the period	(7,184)	(8,869)	(15,492)	(18,911)
Adjustments to reconcile net loss to net cash used in operating activities:
Income and expense items not involving cash flows:
Depreciation and amortization	758	479	1,528	935
Stock-based compensation	3,775	3,735	7,941	7,499
Exchange rate differences	19	741	159	1,266
Realized and unrealized losses on non-designated derivative instruments	821	–	617	–
Interest on short-term deposits	254	642	771	917
Change in fair value of forfeiture shares	–	(10)	–	(35)
Change in earnout liability	(837)	28	(663)	28
Reduction in the carrying amount of ROU assets	274	239	692	723
Equity in earnings of investee, net of dividend received	4	12	1	17
Changes in operating assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable	1,418	180	(382)	4,915
Prepaid expenses and other current assets	53	101	878	308
Inventories	(698)	1,054	(1,460)	2,401
Other assets	19	(8)	(96)	66
Current Liabilities	1,271	1,659	(1,864)	(1,102)
Change in operating lease liabilities	(173)	(204)	(403)	(622)
Other long-term liabilities	15	(4)	12	(20)
Net cash used in operating activities	(211)	(225)	(7,761)	(1,615)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposits	(22,500)	(49,379)	(52,505)	(87,219)
Maturities of short-term deposits	38,557	47,059	91,835	104,038
Purchase of property and equipment	(119)	(235)	(537)	(265)
Derivative instruments of non-designated hedges	(407)	–	(672)	–
Cash paid for business combination, net of cash acquired	–	(7,800)	–	(7,800)
Net cash provided by (used in) investing activities	15,531	(10,355)	38,121	8,754
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Ordinary Shares	(10,176)	–	(19,761)	–
Exercise of stock options	197	510	385	636
Net cash provided by (used in) financing activities	(9,979)	510	(19,376)	636

Effect of exchange rate changes on cash and cash equivalents	251	(324)	182	(330)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	5,592	(10,394)	11,166	7,445
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD	40,997	35,100	35,423	17,261
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	46,589	24,706	46,589	24,706

SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for taxes	58	28	77	63

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Trade accounts payable on account of property and equipment	194	279	194	279
Fair value of earnout liability assumed in business combination	–	2,036	–	2,036
Operating lease liabilities arising from obtaining operating right-of-use assets	281	4,802	494	4,833

VALENS SEMICONDUCTOR LTD. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (U.S. Dollars in thousands)
The following table provides a reconciliation of Net loss to Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude share-based compensation and change in fair value of Forfeiture Shares, which may vary from period-to-period. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net profit (loss), the most directly comparable GAAP measures. Certain elements of Net profit (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net profit (loss) or to reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net profit (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.


		Three Months Ended June 30,		Six Months Ended June 30,
		2025	2024		2025	2024

Net Loss		(7,184)	(8,869)		(15,492)	(18,911)
Adjusted to exclude the following:
	Change in fair value of Forfeiture Shares	–	(10)		–	(35)
	Change in earnout liability	(837)	28		(663)	28
	Financial income, net	(225)	(540)		(1,463)	(1,774)
	Income taxes	21	21		114	38
	Equity in earnings of investee	(1)	(12)		(4)	(17)
	Certain batch production incident income	(323)	–		(323)	–
	Depreciation and amortization	758	479		1,528	935
	Stock-based compensation expenses	3,775	3,735		7,941	7,499
Adjusted EBITDA Loss		(4,016)	(5,168)		(8,362)	(12,237)

VALENS SEMICONDUCTOR LTD. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (U.S. Dollars in thousands, except per share amounts)
The following tables provide a calculation of the GAAP Loss per share and reconciliation to Non-GAAP Loss per share.


	Three Months Ended June 30,		Six Months Ended June 30,
GAAP Loss per Share	2025	2024	2025	2024

GAAP Net Loss used for computing Loss per Share	(7,184)	(8,869)	(15,492)	(18,911)
Earnings Per Share Data:
GAAP Loss per Share (in U.S. Dollars)	$(0.07)	$(0.08)	$(0.15)	$(0.18)
Weighted average number of shares used in calculation of net loss per share	103,551,779	105,079,508	104,403,869	104,563,467
	Three Months Ended June 30,		Six Months Ended June 30,
Non-GAAP Loss per Share^{^[8]}	2025	2024	2025	2024

GAAP Net Loss	(7,184)	(8,869)	(15,492)	(18,911)
Adjusted to exclude the following:
Stock based compensation	3,775	3,735	7,941	7,499
Depreciation and amortization	758	479	1,528	935
Certain batch production incident income	(323)	–	(323)	–
Change in earnout liability	(837)	28	(663)	28
Change in fair value of Forfeiture Shares	–	(10)	–	(35)
Total Non-GAAP Loss used for computing Loss per Share	(3,811)	(4,637)	(7,009)	(10,484)
Earnings Per Share Data:
Non-GAAP Earnings (Loss) per Share (in U.S. Dollars)	$(0.04)	$(0.04)	$(0.07)	$(0.10)
Weighted average number of shares used in calculation of net loss per share	103,551,779	105,079,508	104,403,869	104,563,467

^1. Working Capital is calculated as Total Current Assets, less Total Current Liabilities, as of the last day of the period.
^2.As of the last day of the period.
^3.GAAP Gross Profit excluding share-based compensation and depreciation expenses, divided by revenue. For the three months ended June 30, 2025, and 2024, share-based compensation and depreciation & amortization expenses were $630 thousand and $423 thousand, respectively. For the six months ended June 30, 2025, and 2024, share-based compensation and depreciation expenses were $1,280 thousand and $770 thousand, respectively.
^4.Adjusted EBITDA is defined as Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and depreciation and amortization, further adjusted to exclude share-based compensation and change in fair value of Forfeiture Shares and earnout liability, which may vary from period-to-period, and certainbatch production incident income. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to Net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Please refer to the appendix at the end of this press release for a reconciliation to the most directly comparable measure in accordance with GAAP.
^5. See reconciliation of GAAP to non-GAAP financial measures.
^6.See note 5.
^7.The current liabilities include an amount of $1.75 million attributable to the earnout liability.
^8. The company calculates its non-GAAP Loss per Share as GAAP Net Loss adjusted to exclude the following: Stock based compensation, depreciationand amortization, and the change in fair value of Forfeiture Share and earnout liability, divided by the weighted average number of shares used in calculation of net loss per share.

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For more information, please contact:

Investor Contacts:

Michal Ben Ari

Investor Relations Manager
Valens Semiconductor Ltd.
[email protected]

Miri Segal
MS-IR IR for Valens
[email protected]

Media Contact:

Yoni Dayan
Head of Communications
Valens Semiconductor Ltd.
[email protected]

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SOURCE Valens Semiconductor

August 6, 2025 10:30 am

IREN July 2025 Monthly Update

NEW YORK, Aug. 06, 2025 (GLOBE NEWSWIRE) — IREN Limited (NASDAQ: IREN) (together with its subsidiaries, “IREN” or “the Company”) today published its monthly update for July 2025.

July Highlights

Record monthly revenue and hardware profit³
AI Cloud expanded with 2.4k NVIDIA B200/B300 GPUs
Initial B200 shipment completed and fully contracted
50MW Horizon 1 liquid-cooled AI data center on track for Q4’25
Mackenzie fiber upgrade complete, further enhancing our ability to support continued growth of AI Cloud beyond Prince George
1,400MW Sweetwater 1 civil and electrical works continuing

Key Metrics	Jul 25	Jun 25
Bitcoin Mining
Average operating hashrate	45.4 EH/s	41.1 EH/s
Bitcoin mined⁴	728 BTC	620 BTC
Revenue per Bitcoin mined	$ 114,891	$ 105,730
Net electricity cost per Bitcoin mined²	($27,976)	($26,259)
Revenue	$83.6m	$65.5m
Net electricity costs¹	($20.4m)	($16.3m)
Hardware profit ³	$63.3m	$49.2m
Hardware profit margin⁵	76%	75%

AI Cloud Services
Revenue	$2.3m	$2.2m
Net electricity costs¹	($0.04m)	($0.03m)
Hardware profit ³	$2.3m	$2.1m
Hardware profit margin⁵	98%	98%

Management Commentary

“We delivered another month of record revenue of $86m and record hardware profits of $66m in July, supported by strong Bitcoin mining economics and continued demand for our AI Cloud services,” said Daniel Roberts, Co-Founder and Co-CEO.

“We are observing accelerating interest in our newly procured Blackwell GPUs, with the initial delivery of 256 B200 GPUs already contracted. Our ability to run ASICs and GPUs side-by-side at Prince George underscores the adaptability of our infrastructure and our ability to capture the market opportunity ahead.”

Technical Commentary

AI Cloud Services

Diverse customer mix – contract terms ranging from on-demand to 3 years, including through white-labelled compute with leading US AI cloud providers (Hopper GPUs generating annualized run-rate revenue of $28m)⁷
Blackwell GPUs procured – initial delivery of 256 B200s already contracted with a customer, with remaining ~1.1k B200s & ~1.1k B300s scheduled for delivery at Prince George over the coming months

AI Data Centers

Mackenzie dual fiber – following the installation of an additional fiber path at the Mackenzie 80MW data center, all operating sites now feature dual, physically diverse fiber paths, strengthening network redundancy across our portfolio and further enhancing our ability to support continued growth of AI Cloud beyond Prince George
Customer workstreams progressing – continued engagement across a range of structures such as powered shells, build-to-suit and turnkey colocation across site portfolio, including Childress and Sweetwater
Procurement – continuing to secure long-lead equipment to enable rapid expansion of liquid cooled capacity at Childress beyond the initial 50MW Horizon 1 deployment including chillers, dry coolers, CDUs and diesel generators

Bitcoin Mining

Record monthly revenues – driven by higher Bitcoin prices and increase in average operating hashrate, with record number of Bitcoin mined during the month despite seasonal curtailment, including for 4CP
Maintaining strong and resilient margins – underpinned by best-in-class efficiency (15 J/TH), with higher electricity costs (3.6c/kWh Childress net electricity cost in July) offset by higher Bitcoin prices¹
Significant cashflow potential – 50 EH/s generates $830m illustrative annualized hardware profit⁶

Events

RAISE Summit | IREN & Poolside Panel
Replay available here

Canaccord Annual Growth Conference
Boston, August 12-13, 2025

SALT Wyoming Blockchain Symposium
Jackson Hole, August 18-21, 2025

YOTTA, Digital Infrastructure Conference
Las Vegas, September 10, 2025

Denis Skrinnikoff (IREN CTO) and Eiso Kant (Poolside Co-Founder & CTO) presenting at RAISE Summit (July 2025)

Project Update

Childress, Horizon 1 (July 2025)

Sweetwater 1 (July 2025)

Childress (750MW)

650MW of operational data centers
Horizon 1 (up to 50MW IT load) on track for Q4 2025 delivery, with the erection of building structures underway and commencement of liquid cooling plant fabrication
Planning and site works ongoing for Horizon 2 and beyond

Sweetwater 1 (1.4GW)

Substation foundation work commenced
Energization scheduled for April 2026

Sweetwater 2 (600MW)

Design work complete for a direct fiber loop connecting Sweetwater 1 & 2
Procurement of long lead high voltage equipment
Targeting energization late 2027

Childress Project Status

Site Overview

Assumptions and Notes

Total net electricity costs are presented on a net basis and calculated as GAAP electricity charges, demand response program revenue and demand response fees. Figures are based on current internal estimates and exclude Renewable Energy Certificate (“REC”) purchases.
Net electricity costs per Bitcoin mined is calculated as Net electricity costs for Bitcoin mining divided by Bitcoin mined.
Hardware profit is calculated as revenue less net electricity costs. Hardware profit is a non-GAAP financial measure and is provided in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. Refer to the Forward-Looking Statements disclaimer.
Bitcoin and Bitcoin mined in this investor update are presented in accordance with our revenue recognition policy which is determined on a Bitcoin received basis (post deduction of mining pool fees).
Hardware profit margin for Bitcoin Mining and AI Cloud Services is calculated as revenue less net electricity costs, divided by revenue (for each respective revenue stream) and excludes all other costs.
Illustrative Annualized Hardware Profit = illustrative annualized mining revenue less assumed net electricity costs. Source: CoinWarz Bitcoin Mining Calculator. Illustrative calculations and inputs assume hardware operates at 100% uptime, 3.5c/kWh net electricity costs, 3.125 BTC block reward, 0.1 BTC transaction fees, 0.16% pool fees, 765MW power consumption, $115k Bitcoin price, 50 EH/s operating hashrate and 914 EH/s network hashrate. Illustrative Annualized Hardware Profit is for illustrative purposes only and should not be considered projections of IREN’s operating performance. Inputs are based on assumptions, including historical information, which are likely to be different in the future and users should input their own assumptions. There is no assurance that any illustrative outputs will be achieved within the timeframes presented or at all, or that mining hardware will operate at 100% uptime. The above should be read strictly in conjunction with the forward-looking statements disclaimer in this press release.
AI Cloud Services annualized run-rate revenue for utilized Hopper GPUs as of August 5, 2025.

Reconciliation of Non-GAAP metrics

	Units	Jul 25	Jun 25
Electricity charges	$’m	(21.6)	(17.5)
Add/(deduct) the following:
Demand response program revenue	$’m	1.3	1.2
Demand response program fees	$’m	(0.1)	(0.1)
Total net electricity costs ¹	$’m	(20.4 )	(16.3 )
Net electricity costs – Bitcoin mining	$’m	(20.4)	(16.3)
Total Bitcoin mined	#	728	620
Net electricity costs per Bitcoin mined ²	$	(27,976 )	(26,259 )

Bitcoin mining revenue	$’m	83.6	65.5
Add/(deduct) the following:
Net electricity costs – Bitcoin mining¹	$’m	(20.4)	(16.3)
Bitcoin mining Hardware Profit ³	$’m	63.3	49.2
Bitcoin mining Hardware Profit Margin ⁵	%	76 %	75 %

AI Cloud Services revenue	$’m	2.3	2.2
Add/(deduct) the following:
Net electricity costs – AI Cloud Services¹	$’m	(0.04)	(0.03)
Al Cloud Services Hardware Profit ³	$’m	2.3	2.1
Al Cloud Services Hardware Profit Margin ⁵	%	98 %	98 %

Total Hardware Profit ³	$’m	65.6	51.4

Contacts

Media

Megan Boles
Aircover Communications
+1 562 537 7131
[email protected]

Jon Snowball
Sodali & Co
+61 477 946 068
+61 423 136 761

Investors

Mike Power
IREN
[email protected]

To keep updated on IREN’s news releases and SEC filings, please subscribe to email alerts at https://iren.com/investor/ir-resources/email-alerts.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or IREN’s future financial or operating performance. For example, forward-looking statements include but are not limited to the Company’s business strategy, expected operational and financial results, and expected increase in power capacity and hashrate. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “may,” “can,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “target”, “will,” “estimate,” “predict,” “potential,” “continue,” “scheduled” or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.

These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause IREN’s actual results, performance or achievements to be materially different from any future results performance or achievements expressed or implied by the forward looking statements, including, but not limited to: Bitcoin price and foreign currency exchange rate fluctuations; IREN’s ability to obtain additional capital on commercially reasonable terms and in a timely manner to meet its capital needs and facilitate its expansion plans; the terms of any future financing or any refinancing, restructuring or modification to the terms of any future financing, which could require IREN to comply with onerous covenants or restrictions, and its ability to service its debt obligations, any of which could restrict its business operations and adversely impact its financial condition, cash flows and results of operations; IREN’s ability to successfully execute on its growth strategies and operating plans, including its ability to continue to develop its existing data center sites, design and deploy direct-to-chip liquid cooling systems, and diversify and expand into the market for high performance computing (“HPC”) solutions (including the market for cloud services (“AI Cloud Services”) and potential colocation services; IREN’s limited experience with respect to new markets it has entered or may seek to enter, including the market for HPC solutions (including AI Cloud Services and potential colocation services); expectations with respect to the ongoing profitability, viability, operability, security, popularity and public perceptions of the Bitcoin network; expectations with respect to the profitability, viability, operability, security, popularity and public perceptions of any current and future HPC solutions (including AI Cloud Services and potential colocation services) that IREN offers; IREN’s ability to secure and retain customers on commercially reasonable terms or at all, particularly as it relates to its strategy to expand into markets for HPC solutions (including AI Cloud Services and potential colocation services); IREN’s ability to manage counterparty risk (including credit risk) associated with any current or future customers, including customers of its HPC solutions (including AI Cloud Services and potential colocation services) and other counterparties; the risk that any current or future customers, including customers of its HPC solutions (including AI Cloud Services and potential colocation services), or other counterparties may terminate, default on or underperform their contractual obligations; Bitcoin global hashrate fluctuations; IREN’s ability to secure renewable energy, renewable energy certificates, power capacity, facilities and sites on commercially reasonable terms or at all; delays associated with, or failure to obtain or complete, permitting approvals, grid connections and other development activities customary for greenfield or brownfield infrastructure projects; IREN’s reliance on power and utilities providers, third party mining pools, exchanges, banks, insurance providers and its ability to maintain relationships with such parties; expectations regarding availability and pricing of electricity; IREN’s participation and ability to successfully participate in demand response products and services and other load management programs run, operated or offered by electricity network operators, regulators or electricity market operators; the availability, reliability and/or cost of electricity supply, hardware and electrical and data center infrastructure, including with respect to any electricity outages and any laws and regulations that may restrict the electricity supply available to IREN; any variance between the actual operating performance of IREN’s miner hardware achieved compared to the nameplate performance including hashrate; IREN’s ability to curtail its electricity consumption and/or monetize electricity depending on market conditions, including changes in Bitcoin mining economics and prevailing electricity prices; actions undertaken by electricity network and market operators, regulators, governments or communities in the regions in which IREN operates; the availability, suitability, reliability and cost of internet connections at IREN’s facilities; IREN’s ability to secure additional hardware, including hardware for Bitcoin mining and any current or future HPC solutions (including AI Cloud Services and potential colocation services) it offers, on commercially reasonable terms or at all, and any delays or reductions in the supply of such hardware or increases in the cost of procuring such hardware; expectations with respect to the useful life and obsolescence of hardware (including hardware for Bitcoin mining and any current or future HPC solutions (including AI Cloud Services and potential colocation services) IREN offers); delays, increases in costs or reductions in the supply of equipment used in IREN’s operations including as a result of tariffs and duties, and certain equipment being in high demand due to global supply chain constraints; changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs and trade restrictions; IREN’s ability to operate in an evolving regulatory environment; IREN’s ability to successfully operate and maintain its property and infrastructure; reliability and performance of IREN’s infrastructure compared to expectations; malicious attacks on IREN’s property, infrastructure or IT systems; IREN’s ability to maintain in good standing the operating and other permits and licenses required for its operations and business; IREN’s ability to obtain, maintain, protect and enforce its intellectual property rights and confidential information; any intellectual property infringement and product liability claims; whether the secular trends IREN expects to drive growth in its business materialize to the degree it expects them to, or at all; any pending or future acquisitions, dispositions, joint ventures or other strategic transactions; the occurrence of any environmental, health and safety incidents at IREN’s sites, and any material costs relating to environmental, health and safety requirements or liabilities; damage to IREN’s property and infrastructure and the risk that any insurance IREN maintains may not fully cover all potential exposures; ongoing proceedings relating to the default by two of the Company’s wholly-owned special purpose vehicles under limited recourse equipment financing facilities; ongoing securities litigation relating in part to the default, and any future litigation, claims and/or regulatory investigations, and the costs, expenses, use of resources, diversion of management time and efforts, liability and damages that may result therefrom; IREN’s failure to comply with any laws including the anti-corruption laws of the United States and various international jurisdictions; any failure of IREN’s compliance and risk management methods; any laws, regulations and ethical standards that may relate to IREN’s business, including those that relate to Bitcoin and the Bitcoin mining industry and those that relate to any other services it offers, including laws and regulations related to data privacy, cybersecurity and the storage, use or processing of information and consumer laws; IREN’s ability to attract, motivate and retain senior management and qualified employees; increased risks to IREN’s global operations including, but not limited to, political instability, acts of terrorism, theft and vandalism, cyberattacks and other cybersecurity incidents and unexpected regulatory and economic sanctions changes, among other things; climate change, severe weather conditions and natural and man-made disasters that may materially adversely affect IREN’s business, financial condition and results of operations; public health crises, including an outbreak of an infectious disease and any governmental or industry measures taken in response; IREN’s ability to remain competitive in dynamic and rapidly evolving industries; damage to IREN’s brand and reputation; our ability to remediate our existing material weakness and to establish and maintain an effective system of internal controls; expectations relating to environmental, social or governance issues or reporting; the costs of being a public company; the increased regulatory and compliance costs of IREN ceasing to be a foreign private issuer and an emerging growth company, as a result of which we are now required, among other things, to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, prepare our financial statements in accordance with U.S. GAAP rather than IFRS, and to modify certain of our policies to comply with corporate governance practices required of a U.S. domestic issuer; that we do not currently pay any cash dividends on our ordinary shares, and may not in the foreseeable future and, accordingly, your ability to achieve return on your investment in our ordinary shares will depend on appreciation, if any, in the price of our ordinary shares; and other important factors discussed under the caption “Risk Factors” in IREN’s annual report on Form 20-F filed with the SEC on August 28, 2024 as such factors may be updated from time to time in its other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investor Relations section of IREN’s website at https://investors.iren.com.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this investor update. Any forward-looking statement that IREN makes in this investor update speaks only as of the date of such statement. Except as required by law, IREN disclaims any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Preliminary Financial Information

The financial information presented in this investor update is not subject to the same closing procedures as our unaudited quarterly financial results and our audited annual financial results, and has not been reviewed or audited by our independent registered public accounting firm. The preliminary financial information included in this investor update does not represent a comprehensive statement of our financial results or financial position and should not be viewed as a substitute for unaudited financial statements prepared in accordance with International Financial Reporting Standards. Accordingly, you should not place undue reliance on the preliminary financial information included in this investor update.

Non-GAAP Financial Measures

This investor update includes non-GAAP financial measures, including net electricity costs, net electricity costs per Bitcoin mined, hardware profit, hardware profit margin, illustrative annualized hardware profit and AI Cloud Services annualized run-rate revenue. We provide these measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of non-GAAP financial measures. For example, other companies, including companies in our industry, may calculate these measures differently. The Company believes that these measures are important and supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance.

Net electricity costs are calculated as GAAP electricity charges, demand response program revenue and demand response fees. Figures are based on current internal estimates and excludes the cost of RECs. Net electricity costs per Bitcoin mined is calculated as Net electricity costs for Bitcoin mining divided by Bitcoin mined. Hardware Profit is calculated as revenue less net electricity costs (excludes all other site, overhead and REC costs). Hardware Profit Margin is calculated as revenue less net electricity costs divided by revenue (excludes all other site, overhead and REC costs). Illustrative Annualized Hardware Profit is calculated as illustrative annualized mining revenue less assumed net electricity costs (excludes all other site, overhead and REC costs). AI Cloud Services annualized run-rate revenue reflects contracted revenue for utilized GPUs.

Photos accompanying this announcement are available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/ca1100fc-4acf-4ae1-ada7-f7563f821ea3
https://www.globenewswire.com/NewsRoom/AttachmentNg/81cbd97c-ebe3-47d6-9fac-374ceb15c09d
https://www.globenewswire.com/NewsRoom/AttachmentNg/85ff5b3d-267f-476c-bfb5-bf2caf119009
https://www.globenewswire.com/NewsRoom/AttachmentNg/7c58a1c5-7881-4fd5-800f-c2ebc5984975
https://www.globenewswire.com/NewsRoom/AttachmentNg/b69b84f3-147a-4705-96ae-474ced5a978c
https://www.globenewswire.com/NewsRoom/AttachmentNg/7561a734-8ab7-403f-887e-d2d3fa7b5ede

August 6, 2025 10:30 am

OPENLANE, Inc. Reports Second Quarter 2025 Financial Results

PR Newswire

Marketplace dealer volume growth of 21% YoY
Gross Merchandise Value (GMV) of approximately $7.5 billion, representing 10% YoY growth
Revenue of $482 million, representing 9% YoY growth, driven by 24% growth in auction fee revenue
Income from continuing operations of $33 million, representing 212% YoY growth
Adjusted EBITDA of $87 million, representing 21% YoY growth
Cash flow from operating activities of $72 million, representing 91% YoY growth
Adjusted Free Cash Flow of $87 million, representing 34% YoY growth
Raised full year guidance for Adjusted EBITDA and Operating Adjusted EPS

CARMEL, Ind.
, Aug. 6, 2025 /PRNewswire/ — OPENLANE, Inc. (NYSE: KAR), today reported its second quarter financial results for the period ended June 30, 2025.

“OPENLANE delivered a very strong second quarter, growing auction fee revenue by 24%, delivering $87 million in Adjusted EBITDA and generating $87 million in Adjusted Free Cash Flow,” said Peter Kelly, CEO of OPENLANE. “The growing strength, presence and preference of the OPENLANE brand was evidenced by 21% dealer volume growth, double-digit increases in unique buying and selling dealers and dealer market share gains achieved during the quarter. Looking ahead, we remain well positioned to benefit from the ongoing industry transition from physical to digital and the anticipated increase in off-lease supply beginning in 2026.”

“OPENLANE is successfully executing our 2025 plan and longer-term strategy,” said Brad Herring, CFO of OPENLANE. “Our second quarter results further reinforce the strong scalability characteristics of our asset-light, digital operating model, and I am very pleased that the marketplace segment now represents 51% of our consolidated Adjusted EBITDA. I believe our performance and the investments we continue to make in people, technology and our go-to-market approach help position us to deliver sustained growth, profitability and shareholder value.”

2025 Guidance

The company is updating its annual guidance to the following:

	Previous Guidance (February 19, 2025)	Revised Guidance (August 6, 2025)
Income from continuing operations (in millions)	$100 – $114	$132 – $140
Adjusted EBITDA (in millions)	$290 – $310	$310 – $320
Income from continuing operations per share – diluted *	$0.38 – $0.48	$0.61 – $0.66
Operating Adjusted EPS	$0.90 – $1.00	$1.12 – $1.17

* The company uses the two-class method of calculating income from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares.

Earnings guidance does not contemplate future items such as business development activities, strategic developments (such as restructurings, spin-offs or dispositions of assets or investments), contingent purchase price adjustments, significant expenses related to litigation, tax adjustments, adverse changes in the value of foreign currencies relative to the U.S. dollar, changes in applicable laws and regulations (including significant accounting, tax and trade matters) and intangible impairments. The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. See reconciliations of the company’s guidance included below.

Earnings Conference Call Information

OPENLANE will be hosting an earnings conference call and webcast on Wednesday, August 6, 2025 at 8:30 a.m. ET. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s second quarter 2025 results is available at the investor relations section of corporate.openlane.com.

The archive of the webcast will be available following the call at the investor relations section of corporate.openlane.com for a limited time.

About OPENLANE

OPENLANE, Inc. (NYSE: KAR), provides sellers and buyers across the global wholesale used vehicle industry with innovative, technology-driven remarketing solutions. OPENLANE’s unique end-to-end platform supports whole car, financing, logistics and other ancillary and related services. Our integrated marketplaces reduce risk, improve transparency and streamline transactions for customers around the globe. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.

Forward-Looking Statements

Certain statements contained in this release include, and the company may make related oral, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts (including but not limited to statements regarding our growth opportunities and strategies, industry outlook, competitive position, business and investment plans and initiatives, the impact of macroeconomic conditions, tariffs and global trade policy, and 2025 financial guidance) may be forward-looking statements. Words such as “should,” “may,” “will,” “would,” “anticipate,” “expect,” “project,” “intend,” “contemplate,” “plan,” “believe,” “seek,” “estimate,” “assume,” “can,” “could,” “continue,” “of the opinion,” “confident,” “is set,” “is on track,” “outlook,” “target,” “position,” “predict,” “initiative,” “goal,” “opportunity” and similar expressions identify forward-looking statements. Such statements are based on management’s current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in the company’s annual and quarterly periodic reports, and in the company’s other filings and reports filed with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this release. The company undertakes no obligation to update any forward-looking statements.

OPENLANE, Inc Condensed Consolidated Statements of Income (In millions, except per share data) (Unaudited)
	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Operating revenues
Auction fees	$ 134.9	$ 108.7	$ 260.1	$ 218.6
Service revenue	142.1	147.1	282.4	297.3
Purchased vehicle sales	98.5	80.2	184.2	138.4
Finance revenue	106.2	107.8	215.1	219.4
Total operating revenues	481.7	443.8	941.8	873.7

Operating expenses
Cost of services (exclusive of depreciation and amortization)	254.4	245.9	496.0	459.8
Finance interest expense	26.9	31.9	54.5	64.5
Provision for credit losses	8.7	13.3	18.0	29.1
Selling, general and administrative	114.3	104.7	221.5	211.2
Depreciation and amortization	23.0	24.1	45.7	48.4
Loss on sale of property	7.0	—	7.0	—
Total operating expenses	434.3	419.9	842.7	813.0

Operating profit	47.4	23.9	99.1	60.7

Interest expense	3.1	5.5	7.1	12.6
Other (income) expense, net	(7.4)	0.2	(12.4)	0.7

Income from continuing operations before income taxes	51.7	18.2	104.4	47.4

Income taxes	18.3	7.5	34.1	18.2

Income from continuing operations	33.4	10.7	70.3	29.2
Income from discontinued operations, net of income taxes	—	—	—	—
Net income	$ 33.4	$ 10.7	$ 70.3	$ 29.2

Net income per share – basic
Income from continuing operations	$ 0.16	$ —	$ 0.34	$ 0.05
Income from discontinued operations	—	—	—	—
Net income per share – basic	$ 0.16	$ —	$ 0.34	$ 0.05

Net income per share – diluted
Income from continuing operations	$ 0.15	$ —	$ 0.33	$ 0.05
Income from discontinued operations	—	—	—	—
Net income per share – diluted	$ 0.15	$ —	$ 0.33	$ 0.05

OPENLANE, Inc Condensed Consolidated Balance Sheets (In millions) (Unaudited)
	June 30, 2025	December 31, 2024
Cash and cash equivalents	$ 119.1	$ 143.0
Restricted cash	29.7	40.7
Trade receivables, net of allowances	305.9	248.2
Finance receivables, net of allowances	2,355.8	2,322.7
Other current assets	94.3	96.9
Total current assets	2,904.8	2,851.5

Goodwill	1,244.9	1,222.9
Customer relationships, net of accumulated amortization	110.9	117.7
Operating lease right-of-use assets	62.9	67.1
Property and equipment, net of accumulated depreciation	104.2	149.3
Intangible and other assets	210.6	213.8
Total assets	$ 4,638.3	$ 4,622.3

Current liabilities, excluding obligations collateralized by finance receivables and current maturities of debt	$ 784.6	$ 682.7
Obligations collateralized by finance receivables	1,724.8	1,660.3
Current maturities of debt	—	222.5
Total current liabilities	2,509.4	2,565.5

Long-term debt	—	—
Operating lease liabilities	56.8	60.4
Other non-current liabilities	44.0	41.2
Temporary equity	612.5	612.5
Stockholders’ equity	1,415.6	1,342.7
Total liabilities, temporary equity and stockholders’ equity	$ 4,638.3	$ 4,622.3

OPENLANE, Inc Condensed Consolidated Statements of Cash Flows (In millions) (Unaudited)
	Six Months Ended June 30,
	2025	2024
Operating activities
Net income	$ 70.3	$ 29.2
Net income from discontinued operations	—	—
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	45.7	48.4
Provision for credit losses	18.0	29.1
Deferred income taxes	2.8	0.4
Amortization of debt issuance costs	4.4	4.7
Stock-based compensation	5.8	10.1
Loss on sale of property	7.0	—
Other non-cash, net	0.2	0.1
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables and other assets	(55.1)	(23.7)
Accounts payable and accrued expenses	95.1	39.4
Net cash provided by operating activities – continuing operations	194.2	137.7
Net cash used by operating activities – discontinued operations	—	(0.1)
Investing activities
Net (increase) decrease in finance receivables held for investment	(45.0)	33.1
Purchases of property, equipment and computer software	(26.1)	(25.9)
Investments in securities	(0.7)	(1.6)
Proceeds from the sale of property and equipment	42.4	0.3
Net cash (used by) provided by investing activities – continuing operations	(29.4)	5.9
Net cash provided by investing activities – discontinued operations	—	—
Financing activities
Net increase (decrease) in book overdrafts	0.5	(1.6)
Net repayments of lines of credit	(23.2)	(81.2)
Net increase (decrease) in obligations collateralized by finance receivables	49.4	(56.1)
Payments for debt issuance costs/amendments	(0.4)	(2.2)
Payments on long-term debt	(210.0)	—
Payments on finance leases	—	(0.6)
Issuance of common stock under stock plans	2.9	0.8
Tax withholding payments for vested RSUs	(6.5)	(3.4)
Repurchase and retirement of common stock	(9.4)	—
Dividends paid on Series A Preferred Stock	(22.2)	(22.2)
Net cash used by financing activities – continuing operations	(218.9)	(166.5)
Net cash provided by financing activities – discontinued operations	—	—
Net change in cash balances of discontinued operations	—	—
Effect of exchange rate changes on cash	19.2	(7.3)
Net decrease in cash, cash equivalents and restricted cash	(34.9)	(30.3)
Cash, cash equivalents and restricted cash at beginning of period	183.7	158.9
Cash, cash equivalents and restricted cash at end of period	$ 148.8	$ 128.6
Cash paid for interest	$ 58.1	$ 74.6
Cash paid for taxes, net of refunds – continuing operations	$ 27.3	$ 29.4
Cash paid for taxes, net of refunds – discontinued operations	$ (1.5)	$ —

OPENLANE, Inc.

Reconciliation of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, operating adjusted income from continuing operations and operating adjusted income from continuing operations per share (or “Operating Adjusted EPS”) as presented herein are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of OPENLANE’s results period over period and for the other reasons set forth below.

EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.

Free Cash Flow is defined as net cash provided by operating activities, less purchases of property, equipment and computer software. Adjusted Free Cash Flow is Free Cash Flow adjusted for the cash portion of EBITDA addbacks to calculate Adjusted EBITDA, the net change in finance receivables held for investment and the net change in obligations collateralized by finance receivables. Management uses Adjusted Free Cash Flow to measure the funds generated in a given period that are available for capital allocation.

Operating adjusted income from continuing operations is defined as income from continuing operations adjusted for acquired amortization expense, gains/losses on sale of property or businesses, impairments to goodwill or other intangible assets and certain other non-recurring items. Amortization expense associated with acquired intangible assets is not representative of ongoing capital expenditures but has a continuing effect on our reported results. Management believes operating adjusted income from continuing operations provides comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. Operating Adjusted EPS represents operating adjusted income from continuing operations divided by weighted average diluted shares, including the assumed conversion of preferred shares.

EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, operating adjusted income from continuing operations and operating adjusted income from continuing operations per share have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.

The following tables reconcile income from continuing operations to EBITDA and Adjusted EBITDA for the periods presented:

	Three Months Ended June 30,		Six Months Ended June 30,
*(In millions), (Unaudited)*	2025	2024	2025	2024
Income from continuing operations	$ 33.4	$ 10.7	$ 70.3	$ 29.2
Add back:
Income taxes	18.3	7.5	34.1	18.2
Finance interest expense	26.9	31.9	54.5	64.5
Interest expense, net of interest income	1.3	5.2	4.7	11.9
Depreciation and amortization	23.0	24.1	45.7	48.4
EBITDA	102.9	79.4	209.3	172.2
Non-cash stock-based compensation	4.4	3.7	6.4	10.7
Acquisition related costs	—	0.2	—	0.5
Securitization interest	(24.4)	(29.2)	(49.5)	(59.1)
Loss on sale of property	7.0	—	7.0	—
Severance	2.4	6.0	4.4	7.7
Foreign currency (gains) losses	(5.6)	0.5	(8.9)	2.5
Professional fees related to business improvement efforts	—	0.7	—	1.5
Impact for newly enacted Canadian DST related to prior years	—	10.0	—	10.0
Other	—	0.1	0.8	0.2
Total deductions	(16.2)	(8.0)	(39.8)	(26.0)
Adjusted EBITDA	$ 86.7	$ 71.4	$ 169.5	$ 146.2

	Three Months Ended June 30, 2025
*(In millions), (Unaudited)*	Marketplace	Finance	Consolidated
Income from continuing operations	$ 8.6	$ 24.8	$ 33.4
Add back:
Income taxes	7.5	10.8	18.3
Finance interest expense	—	26.9	26.9
Interest expense, net of interest income	1.3	—	1.3
Depreciation and amortization	19.9	3.1	23.0
EBITDA	37.3	65.6	102.9
Non-cash stock-based compensation	3.4	1.0	4.4
Securitization interest	—	(24.4)	(24.4)
Loss on sale of property	7.0	—	7.0
Severance	2.3	0.1	2.4
Foreign currency (gains) losses	(5.5)	(0.1)	(5.6)
Total addbacks (deductions)	7.2	(23.4)	(16.2)
Adjusted EBITDA	$ 44.5	$ 42.2	$ 86.7

The following table reconciles net cash provided by operating activities to Free Cash Flow and Adjusted Free Cash Flow for the periods presented:

	Three Months Ended June 30,
*(In millions), (Unaudited)*	2025	2024
Net cash provided by operating activities	$ 71.6	$ 37.5
Purchases of property, equipment and computer software	(14.2)	(13.0)
Free Cash Flow	57.4	24.5
Acquisition related costs	—	0.6
Severance	2.1	2.0
Professional fees related to business improvement efforts	—	1.1
Other	0.6	0.2
Net (increase) decrease in finance receivables held for investment	(25.2)	59.5
Net increase (decrease) in obligations collateralized by finance receivables	51.6	(23.3)
Adjusted Free Cash Flow	$ 86.5	$ 64.6

The following table reconciles income from continuing operations to operating adjusted income from continuing operations and operating adjusted income from continuing operations per diluted share for the periods presented:

	Three Months Ended June 30,		Six Months Ended June 30,
*(In millions, except per share amounts), (Unaudited)*	2025	2024	2025	2024
Income from continuing operations	$ 33.4	$ 10.7	$ 70.3	$ 29.2
Acquired amortization expense	8.3	9.1	16.6	18.4
Impact for newly enacted Canadian DST related to prior years	—	10.0	—	10.0
Loss on sale of property	7.0	—	7.0	—
Income taxes ⁽¹⁾	(1.4)	(2.1)	(2.6)	(2.5)
Operating adjusted income from continuing operations	$ 47.3	$ 27.7	$ 91.3	$ 55.1

Operating adjusted income from discontinued operations	$ —	$ —	$ —	$ —

Operating adjusted income	$ 47.3	$ 27.7	$ 91.3	$ 55.1

Operating adjusted income from continuing operations per share – diluted ⁽²⁾	$ 0.33	$ 0.19	$ 0.63	$ 0.38
Operating adjusted income from discontinued operations per share – diluted	—	—	—	—
Operating adjusted income per share – diluted	$ 0.33	$ 0.19	$ 0.63	$ 0.38

Weighted average diluted shares – including assumed conversion of preferred shares	144.4	144.4	144.3	145.1


(1)	For the three and six months ended June 30, 2025 and 2024, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $38.2 million valuation allowance against the U.S. net deferred tax asset.
(2)	The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of operating adjusted income for purposes of calculating operating adjusted income per diluted share.

The following table reconciles income from continuing operations to EBITDA and Adjusted EBITDA for the 2025 guidance presented:

	2025 Guidance – Previous		2025 Guidance – Revised
*(In millions), (Unaudited)*	Low	High	Low	High
Income from continuing operations	$ 100	$ 114	$ 132	$ 140
Add back:
Income taxes	47	53	52	54
Finance interest expense	110	110	110	109
Interest expense, net of interest income	12	12	6	6
Depreciation and amortization	94	94	92	92
EBITDA	363	383	392	401
Total addbacks (deductions), net	(73)	(73)	(82)	(81)
Adjusted EBITDA	$ 290	$ 310	$ 310	$ 320

	2025 Guidance – Previous		2025 Guidance – Revised
*(In millions, except per share amounts), (Unaudited)*	Low	High	Low	High
Income from continuing operations	$ 100	$ 114	$ 132	$ 140
Total adjustments, net	31	31	29	29
Operating adjusted income from continuing operations	$ 131	$ 145	$ 161	$ 169

Operating adjusted income from continuing operations per share – diluted	$ 0.90	$ 1.00	$ 1.12	$ 1.17

Weighted average diluted shares – including assumed conversion of preferred shares	145	145	144	144

*Analyst Inquiries:*	Media Inquiries:
Itunu Orelaru	Laurie Dippold
(317) 249-4559	(317) 468-3900
[email protected]	[email protected]

View original content to download multimedia:https://www.prnewswire.com/news-releases/openlane-inc-reports-second-quarter-2025-financial-results-302522563.html

SOURCE OPENLANE, Inc.

August 6, 2025 10:30 am

Conduent Announces Board Leadership Transition

Conduent Announces Board Leadership Transition

Harsha V. Agadi Named Chairman, Succeeds Scott Letier

FLORHAM PARK, N.J.–(BUSINESS WIRE)–Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, today announced the appointment of Harsha V. Agadi as Chairman of its Board of Directors, effective August 6. He succeeds Scott Letier, who now chairs the Board’s Audit Committee.

Mr. Agadi joined Conduent’s Board in 2025 and previously led its Audit Committee. Mr. Letier has served as a director since 2018 and as Chairman since 2021. These leadership changes are part of the Board’s practice of rotating board roles and commitment to strategic governance, as noted in the company’s Form 8-K filing on June 25.

“We’re pleased to welcome Harsha to the role of Chairman,” said Cliff Skelton, President and CEO of Conduent. “His leadership and global business experience will be invaluable as we continue driving value for shareholders, clients, and associates. We also thank Scott for his significant contributions and leadership as Chairman during a period of transformation and growth.”

Mr. Agadi, Chairman and CEO of GHS Holdings, LLC, brings over 35 years of experience in executive leadership and corporate governance across multiple industries in Public and Private companies.

“I’m honored to take on this role and grateful for the trust of my fellow Board members,” said Mr. Agadi. “I’m impressed with Conduent’s progress and its management team’s dedication to transform Conduent, and I look forward to working closely with the Conduent team to continue to advance our strategy and deliver meaningful impact for our stakeholders.”

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government, and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation, and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, process expertise, and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies, and reduce costs. Conduent adds momentum to its clients’ missions in various ways, including disbursing approximately $85 billion in government payments annually, facilitating 2.3 billion customer service interactions, empowering millions of employees through HR services each year, and processing nearly 13 million tolling transactions daily. Learn more at www.conduent.com.

Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives, and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent, or http://www.facebook.com/Conduent.

Trademarks

Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250806637002/en/

Media Contact:

Sean Collins, Conduent, 310-497-9205, [email protected]

Investor Relations Contact:

David Chen, Conduent, [email protected]

KEYWORDS: United States North America New Jersey

INDUSTRY KEYWORDS: Professional Services Business Technology Other Technology Human Resources Consulting Artificial Intelligence

MEDIA:

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August 6, 2025 10:30 am

FOXO TECHNOLOGIES INC. ANNOUNCES EXECUTION OF A NON-BINDING ACQUISITION AGREEMENT FOR AN ASSISTED-LIVING FACILITY IN SOUTH FLORIDA FOR A TOTAL CONSIDERATION OF $22 MILLION

WEST PALM BEACH, FLORIDA, Aug. 06, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) announces that it has executed a non-binding acquisition agreement to acquire an assisted living and memory care facility in South Florida.

The proposed acquisition includes the land and buildings. The facility has 87 units licensed for the provision of assisted living and memory care services. The purchase price for the facility is expected to be $22 million, a portion of which is milestone-based. $5M of the purchase price will be in the form of non-convertible preferred stock. Completion of the acquisition is subject to definitive agreements and a number of closing conditions, including satisfactory due diligence and financing.

“This agreement further demonstrates our strategy to add assisted living facilities to the health care services we provide,” said Seamus Lagan, Chief Executive Officer of FOXO. “We are confident that we can close on acquisitions currently subject to non-binding agreements, which if successfully completed, will add in excess of 350 units providing assisted living and memory care services.”

Furthermore, the Company expects to shortly confirm a definitive agreement that is at an advanced stage of completion for the acquisition of Vector Biosource, Inc., that was previously announced.

The Company continues to explore and negotiate additional opportunities in the assisted living and behavioral health sector and is confident that the expansion of its Myrtle Recovery Centers, Inc. business is imminent.

The Company expects to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 on or before August 14, 2025, and expects to demonstrate a continued improvement in net revenues, profitability and stockholders’ equity.

About FOXO Technologies Inc. (“FOXO”)

FOXO owns and operates three subsidiaries.

Rennova Community Health, Inc., owns and operates Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), a critical access designated (CAH) hospital in East Tennessee.

Myrtle Recovery Centers, Inc., a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for detox and residential treatment and outpatient services for MAT and OBOT Programs.

FOXO Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology and product solutions for various industries.

For more information about FOXO, visit www.foxotechnologies.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act“). This announcement is being issued in accordance with Rule 135 under the Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the FOXO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to the risk of changes in the competitive and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations; the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive industries in which FOXO operates. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Sebastien Sainsbury
[email protected]
(561) 485-0151

August 6, 2025 10:29 am

DocGo to Provide Digital Transportation Management Platform, Dedicated Ambulance Service to Major New York Health System

DocGo to Provide Digital Transportation Management Platform, Dedicated Ambulance Service to Major New York Health System

NEW YORK–(BUSINESS WIRE)–
DocGo Inc. (Nasdaq: DCGO) (“DocGo” or the “Company”), a leading provider of technology-enabled mobile health and medical transportation services, today announced a new contract with one of the largest academic medical systems in the New York metro area.

Through this contract, DocGo’s dispatchers located within the health system’s discharge management office will use DocGo’s proprietary transportation management software for centralized management of all discharges across the health system. Through its Ambulnz brand, DocGo will also provide dedicated basic life support (BLS) ambulance services at select facilities.

“The consolidated, centralized transportation data offered by DocGo’s software platform is the foundation for quality improvement initiatives on patient throughput, transportation timeliness and other key metrics,” said DocGo CEO Lee Bienstock. “We’ve been working on this partnership for months, and we are gratified to see DocGo’s technology suite and medical transportation services helping enhance patient flow and drive satisfaction through timely transport and greater visibility into exactly when transportation will arrive.”

Transportation services commenced in July and will ramp up over the balance of the quarter. DocGo’s proprietary ordering, dispatch and transportation management platform will coordinate all discharge transportation and all transportation vendors. Integrated with the health system’s electronic health record, facility staff order transportation directly from the patient chart with patient demographics and insurance information automatically pulled from the patient record. DocGo’s ordering platform also consolidates data from all transportation vendors into a single data warehouse, enabling unified reporting, enhanced analytics and actionable insights.

About DocGo

DocGo is leading the proactive healthcare revolution with an innovative care delivery platform that includes mobile health services, remote patient monitoring and ambulance services. DocGo is helping to reshape the traditional four-wall healthcare system by providing high quality, highly accessible care to patients where and when they need it. DocGo’s proprietary technology and relationships with a dedicated field staff of certified health professionals elevate the quality of patient care and drive business efficiencies for facilities, hospital networks and health insurance providers. With Mobile Health, DocGo empowers the full promise and potential of telehealth by facilitating healthcare treatment, in tandem with a remote physician, in the comfort of a patient’s home or workplace. Together with DocGo’s integrated Ambulnz medical transport services, DocGo is bridging the gap between physical and virtual care. For more information, please visit www.docgo.com. To get an inside look on how the proactive healthcare revolution is helping transform healthcare by reducing costs, increasing efficiency and improving outcomes, visit www.proactivecarenow.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Company’s plans, strategies, outcomes, and prospects, both business and financial, including the Company’s provision of services and further growth in New York. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, outcomes, results or expectations. Accordingly, you should not place undue reliance on such statements. All statements other than statements of historical fact are forward-looking. In some cases, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “could,” “can,” “would,” “design,” “potential,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or the negative of these terms or similar expressions. Forward-looking statements are inherently subject to substantial risks, uncertainties and assumptions, many of which are beyond the Company’s control, and which may cause the Company’s actual results or outcomes, or the timing of results or outcomes, to differ materially from those contained in the Company’s forward-looking statements, including, but not limited to the following: the Company’s ability to successfully implement its business strategy, including with respect to the provision of services in New York; the Company’s reliance on and ability to maintain its contractual relationships with its healthcare provider partners and clients; the Company’s ability to compete effectively in a highly competitive industry; the Company’s ability to maintain existing contracts, including the contract to provide services in New York; the Company’s reliance on government contracts; the Company’s ability to effectively manage its growth; the Company’s financial performance and future prospects; the Company’s ability to deliver on its business strategies or models, plans and goals; the Company’s ability to expand geographically; the Company’s competitive position and opportunities, including its ability to realize the benefits from its operating model; and other risk factors included in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements made in this press release are based on events or circumstances as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as and to the extent required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250806189656/en/

Investors:

Mike Cole

DocGo

949-444-1341

[email protected]

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Data Management Technology Other Health Health Other Transport General Health Transport Health Technology Software Mobile/Wireless Telemedicine/Virtual Medicine

MEDIA:

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August 6, 2025 10:29 am

Clearway Energy, Inc. Announces $100,000,000 At-The-Market (ATM) Equity Offering Program

PRINCETON, N.J., Aug. 06, 2025 (GLOBE NEWSWIRE) — Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (the “Company” or “Clearway Energy”), today announced a $100,000,000 At-The-Market (“ATM”) equity offering program and announced that it and Clearway Energy LLC entered into an Equity Distribution Agreement (the “Agreement”) with Morgan Stanley, BofA Securities, Citigroup, J.P. Morgan and Wells Fargo Securities (collectively, the “Agents”). Pursuant to the terms of the Agreement, the Company may offer and sell shares of the Company’s Class C common stock, par value $0.01 per share, from time to time through the Agents, as the Company’s sales agents for the offer and sale of the shares, up to an aggregate sales price of $100,000,000. Sales of the shares, if any, will principally be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices or as otherwise permitted by law.

The shares will be issued pursuant to a prospectus supplement, dated August 6, 2025, to the Company’s shelf registration statement on Form S-3 (File No. 333-273804), which became effective upon filing with the Securities and Exchange Commission in the United States on August 8, 2023. Copies of the prospectus supplement may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or email: [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected]; and Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (fax no: 212-214-5918). You may also obtain these documents free of charge when they are available by visiting EDGAR on the SEC’s website at www.sec.gov.

The Company intends to use the net proceeds from the sale of the shares for general corporate purposes, which may include the repayment or refinancing of indebtedness and the funding of working capital, capital expenditures, acquisitions and investments, and the Company may invest funds not required immediately for such purposes in marketable securities and short-term investments.

The shares that may be issued by the Company under the ATM program have been approved for listing on the New York Stock Exchange. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Clearway Energy

Clearway Energy, Inc. is one of the largest owners of clean energy generation assets in the U.S. Our portfolio comprises approximately 12 GW of gross capacity in 27 states, including approximately 9.2 GW of wind, solar and battery energy storage systems and approximately 2.8 GW of dispatchable combustion-based power generation assets that provide critical grid reliability services. Through this environmentally-sound, diversified and primarily contracted portfolio, Clearway Energy endeavors to provide its investors with stable and growing dividend income. Clearway Energy, Inc.’s Class C and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by its controlling investor, Clearway Energy Group LLC.

Safe Harbor Disclosure

This news release contains 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. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities and results with respect to such transactions and the Company’s anticipated use of proceeds from the sale of shares under the ATM program.

Although the Company believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally, whether the Company will offer or sell shares under the ATM program and the anticipated use of proceeds.

Clearway Energy undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause Clearway Energy’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect Clearway Energy’s future results included in Clearway Energy’s filings, or the filings of Clearway Energy LLC, with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities and Exchange Commission.

Investors:

Akil Marsh, 609-608-1500
[email protected]

Media:

Zadie Oleksiw, 202-836-5754
[email protected]

August 6, 2025 10:29 am

Helix Acquisition Corp. II Retains More than 60% of Trust Account after Redemptions in connection with Business Combination with BridgeBio Oncology Therapeutics

Gross proceeds of approximately $120 million from trust account and approximately $261 million from PIPE financing to be available to the combined company at the closing
2^nd lowest redemption rate for a biotech de-SPAC transaction since 2022

BOSTON & SOUTH SAN FRANCISCO, Aug. 06, 2025 (GLOBE NEWSWIRE) — Helix Acquisition Corp. II (“Helix”) (Nasdaq: HLXB), a special purpose acquisition company sponsored by affiliates of Cormorant Asset Management, and TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics) (“BBOT”), a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies, today announced that Helix retained approximately $120 million in its trust account, net of redemptions by public shareholders, representing more than 60% of the cash held in trust. The deadline for submitting redemption requests was July 31, 2025.

As a result, the transaction is expected to raise an aggregate of approximately $382 million in gross proceeds, including $120 million from Helix’s trust account and approximately $261 million from a common stock private placement (PIPE) transaction led by Cormorant Asset Management and including ADAR1 Capital Management, BC Capital, investment funds affiliated with Deerfield Management Company, Enavate Sciences, Eventide Asset Management, Novo Holdings A/S, Octagon Capital, Omega Funds, Paradigm BioCapital Advisors, StemPoint Capital LP, Surveyor Capital (a Citadel company), Wellington Management, and another leading mutual fund.

Helix and BBOT intend to proceed expeditiously with the closing of the business combination, subject to the satisfaction or waiver of closing conditions.

About Helix Acquisition Corp. II (HLXB)

Helix Acquisition Corp. II (Nasdaq: HLXB) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Helix Acquisition Corp. II raised $184 million in its initial public offering on February 9, 2024. Helix is sponsored by affiliates of Cormorant Asset Management and is headquartered in Boston, Massachusetts.

About TheRas, Inc. d/b/a BridgeBio Oncology Therapeutics (BBOT)

BridgeBio Oncology Therapeutics (BBOT) is a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies. Initially formed as a subsidiary of BridgeBio Pharma, Inc. (Nasdaq: BBIO), BBOT has the goal of improving outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. For more information, visit bbotx.com.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “expect”, “expected” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding expectations relating to the business combination, including the proceeds of the business combination and the financing and the timing of the closing of the business combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BBOT’s and Helix’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of BBOT and Helix. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include: changes in domestic and foreign business, market, financial, political and legal conditions; the ability of the parties to successfully consummate the business combination; the satisfaction or waiver of the conditions to the consummation of the Business Combination, including the satisfaction or waiver of the minimum cash condition; the ability of the combined company to meet Nasdaq’s initial listing standards and list the combined company’s stock on Nasdaq; and the risks set forth in the definitive proxy statement/prospectus filed by Helix with the Securities and Exchange Commission on July 10, 2025 (File No. 333-288222), as supplemented on July 21, 2025, including the “Risk Factors” section therein, and Helix’s other filings with the Securities and Exchange Commission. If any of these risks materialize or Helix’s or BBOT’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Helix or BBOT presently know or that Helix and BBOT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Helix’s and BBOT’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. Helix and BBOT anticipate that subsequent events and developments will cause Helix’s and BBOT’s assessments to change. These forward-looking statements should not be relied upon as representing Helix’s and BBOT’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Helix, BBOT, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.

August 6, 2025 10:29 am

Griffon Corporation Announces Third Quarter Results

Griffon Corporation Announces Third Quarter Results

NEW YORK–(BUSINESS WIRE)–
Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2025 third quarter ended June 30, 2025.

Revenue for the third quarter totaled $613.6 million, a 5% decrease compared to $647.8 million in the prior year quarter.

During the fiscal 2025 third quarter, Griffon recorded a net loss of $120.1 million, or $2.65 per share, which included a charge of $217.2 million, net of tax, or $4.69 per share, related to the impairment of Hunter Fan acquisition related goodwill and intangible assets in the Consumer and Professional Products (“CPP”) segment. Prior year third quarter net income was $41.1 million, or $0.84 per share.

Adjusted net income, which excludes all items that affect comparability from both periods, was $69.2 million, or $1.50 per share, in the current year quarter compared to $60.5 million, or $1.24 per share, in the prior year quarter. For a reconciliation of net income (loss) to adjusted net income (a non-GAAP measure), and earnings (loss) per share to adjusted earnings per share (a non-GAAP measure), see the attached table.

Adjusted EBITDA for the third quarter was $134.7 million, a 7% increase from the prior year quarter of $125.5 million. Adjusted EBITDA, excluding unallocated amounts (primarily corporate overhead) of $13.3 million in the current quarter and $15.3 million in the prior year quarter, totaled $148.0 million, increasing 5% from the prior year of $140.8 million. For a reconciliation of adjusted EBITDA, a non-GAAP measure, to income (loss) before taxes, and the definition of adjusted EBITDA, see the attached table.

“Our Home and Building Products’ (“HBP”) segment continued its strong performance this quarter. For the first nine-months of the year, HBP exceeded our expectations led by an EBITDA margin of 31.4% driven by favorable price and mix,” said Ronald J. Kramer, Chairman and CEO of Griffon. “Our Consumer and Professional Products segment has continued to be impacted by weak demand. However, through the first nine months, its EBITDA margin improved 270 basis points year-over-year driven by the transition of our U.S. operations to an asset-light business model and solid performance from our team in Australia. Given our overall year-to-date performance, and despite uncertain economic operating conditions, we are reaffirming our full-year EBITDA guidance.”

“During the first nine months of fiscal 2025, the company generated $261 million of free cash flow,” continued Mr. Kramer. “So far this year, Griffon repurchased $113 million of its stock, reduced debt by $76 million, and paid $32 million in dividends while reducing leverage 0.1x to 2.5x. These actions underscore our confidence in the strategic direction of the company and the resiliency of our business.”

Segment Operating Results

Home and Building Products (“HBP”)

HBP’s third quarter revenue of $400.2 million increased 2% from the prior year quarter due to favorable price and mix of 3%, partially offset by decreased volume of 1%.

Adjusted EBITDA of $128.8 million increased 9% from $118.5 million in the prior year quarter resulting from increased revenue noted above and reduced material costs, partially offset by increased labor costs.

Consumer and Professional Products (“CPP”)

CPP’s third quarter revenue of $213.4 million decreased 16% compared to the prior year quarter, primarily driven by decreased volume of 19% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited from price and mix of 2% and incremental revenue from the Pope acquisition contributed 1%.

Adjusted EBITDA of $19.2 million decreased 14% from $22.3 million in the prior year quarter, primarily due to decreased revenue noted above, partially offset by the benefits from the U.S. global sourcing expansion initiative, improved margins across all geographic regions, and reduced administrative expenses. Foreign currency had a 1% unfavorable impact on the current quarter adjusted EBITDA.

Taxes

The Company reported a pretax loss from operations for the quarter ended June 30, 2025 compared to pretax income from operations for the quarter ended June 30, 2024, and recognized effective tax rates of 19.5% and 32.7%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4% and 27.9%, respectively.

Balance Sheet and Capital Expenditures

As of June 30, 2025, the Company had cash and equivalents of $107.3 million and total debt outstanding of $1.45 billion, resulting in net debt of $1.34 billion. During the quarter, debt was reduced by $87 million. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.5x net debt to EBITDA compared to 2.7x at June 30, 2024 and 2.6x at September 30, 2024. At June 30, 2025, borrowing availability under the revolving credit facility was $449.5 million, subject to certain loan covenants.

Free cash flow of $261 million for the nine month period ended June 30, 2025 reflects the Company’s strong operating results through the third quarter of 2025. Capital expenditures, net, were $8.4 million for the quarter ended June 30, 2025. For a reconciliation of free cash flow, a non-GAAP measure, to net cash provided by operating activities, and the definition of free cash flow, see the attached table.

Share Repurchases

Share repurchases during the quarter ended June 30, 2025 totaled 0.6 million shares for a total of $40.3 million, or an average of $69.28 per share. Since April 2023 and through June 30, 2025, the Company purchased 10.5 million shares of common stock or 18.4% of the outstanding shares, for a total of $538.4 million or an average of $51.15 per share. As of June 30, 2025, $319.6 million remained under the Board authorized share repurchase program.

Updated 2025 Outlook

We now expect fiscal year 2025 revenue to be $2.5 billion versus prior guidance of $2.6 billion. The $100 million reduction is attributable to the CPP segment, reflecting ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns.

We are maintaining segment adjusted EBITDA guidance of $575 million to $600 million, with the upper end of the range reflecting potential incremental volume. We expect HBP segment margin in excess of 31%, versus prior guidance of in excess of 30%, and CPP EBITDA margin of approximately 8%, versus our prior guidance of in excess of 9%.

We now expect interest expense to be $95 million versus our prior guidance of $102 million, and capital expenditures of $60 million versus prior guidance of $65 million. We continue to expect free cash flow to exceed net income, depreciation of $42 million, amortization of $23 million, and a normalized tax rate of approximately 28%.

Conference Call Information

The Company will hold a conference call today, August 6, 2025, at 8:30 AM ET.

The call can be accessed by dialing 1-877-407-0792 (U.S. participants) or 1-201-689-8263 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 13754576. Participants are encouraged to dial-in at least 10 minutes before the scheduled start time.

A replay of the call will be available starting on Wednesday, August 6, 2025, at 11:30 AM ET by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), and entering the conference ID number: 13754576. The replay will be available through Wednesday, August 20, 2025, at 11:59 PM ET.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements,” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “achieves”, “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives (including the expanded CPP global outsourcing strategy announced in May 2023); the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics, such as COVID-19, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Griffon Corporation

Griffon Corporation is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

Griffon conducts its operations through two reportable segments:

Home and Building Products (“HBP”) conducts its operations through Clopay Corporation. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.
Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

For more information on Griffon and its operating subsidiaries, please see the Company’s website at www.griffon.com.

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors.

The following tables provide operating highlights and a reconciliation of segment adjusted EBITDA and adjusted EBITDA to income (loss) before taxes:

(in thousands)	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
REVENUE	2025		2024		2025		2024

Home and Building Products	$	400,244	$	394,214	$	1,163,893	$	1,182,067
Consumer and Professional Products		213,383		253,600		693,851		781,780
Total revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
(in thousands)	2025			2024			2025			2024
ADJUSTED EBITDA
Home and Building Products	$	128,755		$	118,516		$	365,231		$	372,159
Consumer and Professional Products		19,222			22,263			61,140			47,923
Segment adjusted EBITDA		147,977			140,779			426,371			420,082
Unallocated amounts, excluding depreciation*		(13,264	)		(15,285	)		(41,941	)		(44,006	)
Adjusted EBITDA		134,713			125,494			384,430			376,076
Net interest expense		(23,568	)		(26,255	)		(71,271	)		(76,642	)
Depreciation and amortization		(15,822	)		(15,247	)		(47,086	)		(45,150	)
Loss from debt extinguishment		—			(1,700	)		—			(1,700	)
Restructuring charges		—			(18,688	)		—			(33,489	)
Gain (loss) on sale of real estate		122			(725	)		8,279			(167	)
Strategic review – retention and other		(1,033	)		(1,870	)		(3,883	)		(9,204	)
Goodwill and intangible asset impairments		(243,612	)		—			(243,612	)		—
Income (loss) before taxes	$	(149,200	)	$	61,009		$	26,857		$	209,724
* Primarily Corporate Overhead

(in thousands)	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
DEPRECIATION and AMORTIZATION	2025		2024		2025		2024
Segment:
Home and Building Products	$	4,440	$	3,883	$	13,049	$	11,288
Consumer and Professional Products		11,238		11,225		33,634		33,453
Total segment depreciation and amortization		15,678		15,108		46,683		44,741
Corporate		144		139		403		409
Total consolidated depreciation and amortization	$	15,822	$	15,247	$	47,086	$	45,150

Griffon believes free cash flow (“FCF”, a non-GAAP measure) is a useful measure for investors because it demonstrates the Company’s ability to generate cash from operations for purposes such as repaying debt, funding acquisitions and paying dividends. FCF is defined as net cash provided by operating activities less capital expenditures, net of proceeds.

The following table provides a reconciliation of net cash provided by operating activities to FCF:

	For the Nine Months Ended June 30,
(in thousands)	2025			2024
Net cash provided by operating activities	$	282,481		$	307,938
Acquisition of property, plant and equipment		(39,867	)		(47,849	)
Proceeds from the sale of property, plant and equipment		17,895			13,572
FCF	$	260,509		$	273,661

Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement:

(in thousands)	June 30, 2025		September 30, 2024		June 30, 2024
Cash and equivalents	$	107,279	$	114,438	$	133,452
Notes payable and current portion of long-term debt	$	8,123	$	8,155	$	8,138
Long-term debt, net of current maturities		1,442,855		1,515,897		1,499,211
Debt discount/premium and issuance costs		12,591		15,633		16,663
Total gross debt		1,463,569		1,539,685		1,524,012
Debt, net of cash and equivalents	$	1,356,290	$	1,425,247	$	1,390,560

TTM adjusted EBITDA ⁽¹⁾		521,956	$	513,602	$	497,359
Special dividend ESOP Charges		—		—	$	(6,452	)
TTM Stock and ESOP-based compensation		24,973		26,838		32,251
TTM adjusted EBITDA	$	546,929	$	540,440	$	523,158

Leverage ratio	2.5x		2.6x		2.7x

1. Griffon defines adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, strategic review charges, non-cash impairment charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable.

The following tables provide a reconciliation of gross profit and selling, general and administrative expenses for items that affect comparability for the three and nine months ended June 30, 2025, and 2024:

(in thousands)	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2025			2024			2025			2024
Gross profit, as reported	$	265,248		$	249,149		$	781,735		$	756,455
% of revenue		43.2	%		38.5	%		42.1	%		38.5	%
Adjusting items:
Restructuring charges⁽¹⁾		—			15,744			—			28,724
Gross profit, as adjusted	$	265,248		$	264,893		$	781,735		$	785,179
% of revenue		43.2	%		40.9	%		42.1	%		40.0	%
(1) For the quarter and nine months ended June 30, 2024, restructuring charges relate to the CPP global sourcing expansion.

(in thousands)	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2025			2024			2025			2024
Selling, general and administrative expenses, including goodwill and intangible asset impairments as reported	$	391,249		$	159,810		$	694,477		$	469,830
% of revenue		63.8	%		24.7	%		37.4	%		23.9	%
Adjusting items:
Restructuring charges⁽¹⁾		—			(2,944	)		—			(4,765	)
Goodwill and intangible asset impairments		(243,612	)		—			(243,612	)		—
Strategic review – retention and other		(1,033	)		(1,870	)		(3,883	)		(9,204	)
Selling, general and administrative expenses, as adjusted	$	146,604		$	154,996		$	446,982		$	455,861
% of revenue		23.9	%		23.9	%		24.1	%		23.2	%
(1) For the quarter and nine months ended June 30, 2024, restructuring charges relate to the CPP global sourcing expansion.

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	613,627		$	647,814		$	1,857,744		$	1,963,847
Cost of goods and services		348,379			398,665			1,076,009			1,207,392
Gross profit		265,248			249,149			781,735			756,455
Selling, general and administrative expenses		147,637			159,810			450,865			469,830
Goodwill and intangible asset impairments		243,612			—			243,612			—
Total operating expenses		391,249			159,810			694,477			469,830
Income (loss) from operations		(126,001	)		89,339			87,258			286,625
Other income (expense)
Interest expense		(24,137	)		(27,024	)		(72,954	)		(78,472	)
Interest income		569			769			1,683			1,830
Gain (loss) on sale of real estate		122			(725	)		8,279			(167	)
Loss from debt extinguishment		—			(1,700	)		—			(1,700	)
Other, net		247			350			2,591			1,608
Total other expense, net		(23,199	)		(28,330	)		(60,401	)		(76,901	)
Income (loss) before taxes		(149,200	)		61,009			26,857			209,724
Provision (benefit) for income taxes		(29,061	)		19,923			19,383			62,318
Net income (loss)	$	(120,139	)	$	41,086		$	7,474		$	147,406
Basic earnings (loss) per common share:	$	(2.65	)	$	0.87		$	0.16		$	3.08
Basic weighted-average shares outstanding		45,320			47,034			45,505			47,921
Diluted earnings (loss) per common share:	$	(2.65	)	$	0.84		$	0.16		$	2.94
Diluted weighted-average shares outstanding		45,320			48,851			46,911			50,085
Dividends paid per common share	$	0.18		$	0.15		$	0.54		$	0.45
Net income (loss)	$	(120,139	)	$	41,086		$	7,474		$	147,406
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments		12,244			(827	)		(4,804	)		2,212
Pension and other post retirement plans		897			532			1,493			1,595
Change in cash flow hedges		(695	)		(927	)		475			550
Total other comprehensive income (loss), net of taxes		12,446			(1,222	)		(2,836	)		4,357
Comprehensive income (loss), net	$	(107,693	)	$	39,864		$	4,638		$	151,763

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	(Unaudited)
	June 30, 2025		September 30, 2024
CURRENT ASSETS
Cash and equivalents	$	107,279	$	114,438
Accounts receivable, net of allowances of $11,485 and $10,986		271,632		312,765
Inventories		445,913		425,489
Prepaid and other current assets		80,876		61,604
Assets held for sale		5,289		14,532
Assets of discontinued operations		1,303		648
Total Current Assets		912,292		929,476
PROPERTY, PLANT AND EQUIPMENT, net		292,385		288,297
OPERATING LEASE RIGHT-OF-USE ASSETS		162,819		171,211
GOODWILL		192,917		329,393
INTANGIBLE ASSETS, net		493,843		618,782
OTHER ASSETS		28,352		30,378
ASSETS OF DISCONTINUED OPERATIONS		4,712		3,417
Total Assets	$	2,087,320	$	2,370,954

CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	8,123	$	8,155
Accounts payable		130,773		119,354
Accrued liabilities		162,523		181,918
Current portion of operating lease liabilities		31,997		35,065
Liabilities of discontinued operations		4,545		4,498
Total Current Liabilities		337,961		348,990
LONG-TERM DEBT, net		1,442,855		1,515,897
LONG-TERM OPERATING LEASE LIABILITIES		142,213		147,369
OTHER LIABILITIES		95,901		130,540
LIABILITIES OF DISCONTINUED OPERATIONS		4,490		3,270
Total Liabilities		2,023,420		2,146,066
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity		63,900		224,888
Total Liabilities and Shareholders’ Equity	$	2,087,320	$	2,370,954

GRIFFON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Nine Months Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,474		$	147,406
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47,086			45,150
Stock-based compensation		17,861			19,726
Goodwill and intangible asset impairments		243,612			—
Asset impairment charges – restructuring		—			22,979
Provision for losses on accounts receivable		731			874
Amortization of debt discounts and issuance costs		3,124			3,169
Loss from debt extinguishment		—			1,700
Deferred income tax benefit		(25,000	)		—
Loss (gain) on sale of assets and investments		16			(1,448	)
Gain on sale of real estate		(8,279	)		—
Change in assets and liabilities:
(Increase) decrease in accounts receivable		38,311			(6,051	)
(Increase) decrease in inventories		(22,606	)		55,939
(Increase) decrease in prepaid and other assets		2,230			(3,351	)
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities		(23,342	)		19,454
Other changes, net		1,263			2,391
Net cash provided by operating activities		282,481			307,938
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(39,867	)		(47,849	)
Proceeds from the sale of property, plant and equipment		17,895			13,572
Net cash used in investing activities		(21,972	)		(34,277	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid		(31,622	)		(28,770	)
Purchase of shares for treasury		(161,709	)		(241,501	)
Proceeds from long-term debt		63,000			179,500
Payments of long-term debt		(139,117	)		(146,727	)
Financing costs		—			(907	)
Other, net		(90	)		(307	)
Net cash used in financing activities		(269,538	)		(238,712	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities		(820	)		(3,707	)
Net cash provided by investing activities		137			—
Net cash used in discontinued operations		(683	)		(3,707	)
Effect of exchange rate changes on cash and equivalents		2,553			(679	)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(7,159	)		30,563
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		114,438			102,889
CASH AND EQUIVALENTS AT END OF PERIOD	$	107,279		$	133,452
Supplemental Disclosure of Non-Cash Flow Information:
Capital expenditures in accounts payable	$	5,329		$	268

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which excludes restructuring charges, gain/loss from debt extinguishment, acquisition related expenses, discrete and certain other tax items, as well other items that may affect comparability, as applicable, non-GAAP measures. Griffon believes this information is useful to investors. The following table provides a reconciliation of net income (loss) to adjusted net income and earnings (loss) per common share to adjusted earnings per common share:

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2025			2024			2025			2024
(in thousands, except per share data)	(Unaudited)
Net income (loss)	$	(120,139	)	$	41,086		$	7,474		$	147,406

Adjusting items:
Restructuring charges⁽¹⁾		—			18,688			—			33,489
Goodwill and intangible asset impairments		243,612			—			243,612			—
(Gain) loss on sale of real estate		(122	)		725			(8,279	)		167
Loss from debt extinguishment		—			1,700			—			1,700
Strategic review – retention and other		1,033			1,870			3,883			9,204
Tax impact of above items⁽²⁾		(26,686	)		(5,790	)		(25,345	)		(11,303	)
Discrete and certain other tax provisions (benefits), net⁽³⁾		(28,451	)		2,247			(28,626	)		2,640

Adjusted net income	$	69,247		$	60,526		$	192,719		$	183,303

Earnings (loss) per common share	$	(2.65	)	$	0.84		$	0.16		$	2.94

Adjusting items, net of tax:
Anti-dilutive share impact⁽⁴⁾		0.05			—			—			—
Restructuring charges⁽¹⁾		—			0.29			—			0.50
Goodwill and intangible asset impairments		4.69			—			4.63			—
(Gain) loss on sale of real estate		—			0.01			(0.13	)		—
Loss from debt extinguishment		—			0.03			—			0.03
Strategic review – retention and other		0.02			0.03			0.06			0.14
Discrete and certain other tax provisions (benefits), net⁽³⁾		(0.61	)		0.05			(0.61	)		0.05

Adjusted earnings per common share	$	1.50		$	1.24		$	4.11		$	3.66

Weighted-average shares outstanding (in thousands)		45,320			47,034			45,505			47,921

Diluted weighted-average shares outstanding		46,270			48,851			46,911			50,085
Note: Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

(1) For the three and nine months ended June 30, 2024, restructuring charges relate to the CPP global sourcing expansion, of which $15.7 million and $28.7 million, respectively, are included in Cost of goods and services and $2.9 million and $4.8 million, respectively, are included in SG&A in the Company’s Condensed Consolidated Statements of Operations.
(2) The tax impact for the above reconciling adjustments from GAAP to non-GAAP net income and EPS is determined by comparing the Company’s tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.
(3) Discrete and certain other tax provisions (benefits), net primarily relate to the impact of a rate differential between statutory and annual effective tax rate on items impacting the quarter.
(4) For the quarter ended June 30, 2025, earnings (loss) per common share was calculated using basic weighted-average shares outstanding, as presented on the face of the Statement of Operations. The anti-dilutive share impact of using diluted shares represents the impact of converting from basic shares used in calculating earnings (loss) per common share to the diluted shares used in calculating earnings (loss) per common share from a net loss.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250805500328/en/

Company Contact

Brian G. Harris

EVP & Chief Financial Officer

Griffon Corporation

(212) 957-5000

[email protected]

Investor Relations Contact

Tom Cook

Managing Director

ICR Inc.

(203) 682-8250

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Residential Building & Real Estate Commercial Building & Real Estate Manufacturing Construction & Property Professional Services Specialty Building Systems HVAC Retail Home Goods Finance

MEDIA:

August 6, 2025 10:29 am

Holley Reports Second Quarter 2025 Results

SECOND CONSECUTIVE QUARTER OF CORE NET SALES GROWTH

SUCCESSFUL TARIFF MITIGATION TO DATE THROUGH STRATEGIC SOURCING AND PRICING

Strong first half results driven by continued execution of our 2025 strategic framework. Core business growth improved again in the second quarter. Focused execution on tariff mitigation brings greater guidance visibility.

BOWLING GREEN, Ky., Aug. 06, 2025 (GLOBE NEWSWIRE) — Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its second quarter ended June 29, 2025.

Second Quarter Highlights vs. Prior Year Period

Net Sales decreased (1.7)% to $166.7 million compared to $169.5 million last year
- Core business net sales¹ for the second quarter of 2025 grew by 3.9% compared to the second quarter of 2024 after excluding non-core business net sales¹ of approximately $9.0 million for the second quarter of 2024
Net Income was $10.9 million, or $0.09 per diluted share, compared to $17.1 million, or $0.14 per diluted share, last year
- Net Cash Provided by Operating Activities was $40.5 million compared to $25.7 million last year
- Adjusted Net Income² was $10.6 million compared to $12.6 million last year
Adjusted EBITDA² was $36.4 million compared to $38.3 million last year
Free Cash Flow² was $35.7 million compared to $24.4 million last year; the highest level of Free Cash Flow generated in the history of the company

¹	Core business net sales represents Net Sales after excluding non-core business net sales. Non-core business net sales are comprised of divestiture sales and strategic product rationalization sales. Divestitures sales relate to divested businesses (Detroit Speed Engineering, Gear FX and Proforged) prior to the divestiture date, and strategic product rationalization sales relate to discontinued stock keeping units (“SKUs”) prior to the SKU discontinuance. Divestiture sales were $3.4 million for the second quarter of 2024, and strategic product rationalization sales were $5.6 million for the second quarter of 2024.
²	See “Use and Reconciliation of Non-GAAP Financial Measures” below.

“We are very pleased with another solid quarter, driven by continued momentum in our core business,” said Matthew Stevenson, President and Chief Executive Officer of Holley. “Our team remains focused on executing on our strategic framework, with key progress made in the second quarter. We continue to see strong momentum in our new product launches across all categories in the second quarter which generated roughly $8 million in new product revenue. We are continuing to strengthen our partnerships with B2B customers of all sizes, driving meaningful growth across both our B2B and direct-to-consumer channels. Our ability to grow our core business is supported by strong validation of our product innovation and go-to-market strategy.

Stevenson continued, “As we look ahead, we’ve tightened our guidance range for both revenue and Adjusted EBITDA to reflect increased visibility which now includes the anticipated impact of recently announced tariffs. Due to our mitigation efforts, specifically through strategic sourcing initiatives as well as targeted pricing actions, based on what we know today, we are forecasting a negligible impact on our business.”

“We are successfully navigating the current operating environment, and we remain sharply focused on staying agile amid evolving conditions. Our strategic framework for 2025 continues to serve as a strong roadmap, empowering our team to execute effectively and deliver sustained results over the long term.”

Strategic Business Highlights

Achieved core business net sales growth for the second quarter of 2025 of 3.9% compared to the second quarter of 2024.
Consecutive quarters of core business sales growth across all divisions.
Continued execution of strategic framework drove ~$27M in revenue on key initiatives for the second quarter of 2025.
Expanded growth across 20+ brands in both DTC and B2B channels
Further strengthened relationships with B2B partners, resulting in approximately 6.5% growth in the channel for the second quarter of 2025 compared to the second quarter of 2024.
DTC orders grew over 8.6% during the second quarter of 2025 compared to the comparable period in the prior year, with third-party platforms (Amazon, eBay, etc.) increasing by more than 28%.
Product innovation and strategic pricing initiatives contributed $10.8 million in revenue for the quarter and $18.7 million year-to-date.
Execution of tariff mitigation efforts has provided better visibility for full year 2025 guidance.

Outlook

For the year ended December 31, 2025, we have refined our full-year guidance, which now includes the expected net impact of tariffs:

Metric	Full Year 2025 Outlook
Net Sales %YOY¹	$580 – $595 million 0.8% to 3.4%¹vs. Core Business
Adjusted EBITDA	$116 – $127 million
Capital Expenditures	$10 – $14 million
Depreciation and Amortization Expense	$22 – $24 million
Interest Expense (excluding collar revaluation)	$45 – $50 million
1) PY Comparison Excludes $12.8 million from Divested Non-Core Businesses and $14.0 million in Clearance Sales of Strategic Product Rationalization

* Holley is not providing reconciliations of forward-looking full year 2025 Adjusted EBITDA outlook and full year 2025 Bank-adjusted EBITDA Leverage Ratio outlook because certain information necessary to calculate the most comparable GAAP measure, net income, is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, Holley is unable to provide these forward-looking reconciliations without unreasonable effort. Accordingly, Holley is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

Holley notes that its outlook for the year-ended December 31, 2025 may vary due to changes in assumptions or market conditions and other factors described below under “Forward-Looking Statements.”

Conference Call

A conference call and audio webcast has been scheduled for 8:30 a.m. Eastern Time today to discuss these results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call available on the investor relations portion of the Company’s website at investor.holley.com. For those that cannot join the webcast, you can participate by dialing 877-407-4019 (Toll Free) or 201-689-8337 (Toll) using the access code of 13754498.

For those unable to participate, a telephone replay recording will be available until Wednesday, August 13, 2025. To access the replay, please call 877-660-6853 (Toll Free) or 201-612-7415 (Toll) and enter confirmation code 13754498. A web-based archive of the conference call will also be available on the Company’s website.

Additional Financial Information

The Investor Relations page of Holley’s website, investor.holley.com contains a significant amount of financial information about Holley, including our earnings presentation, which can be found under Events & Presentations. Holley encourages investors to visit this website regularly, as information is updated, and new information is posted.

About Holley Performance Brands

Holley Performance Brands (NYSE: HLLY) leads in the design, manufacturing and marketing of high-performance products for automotive enthusiasts. The company owns and manages a portfolio of iconic brands, catering to a diverse community of enthusiasts passionate about the customization and performance of their vehicles. Holley Performance Brands distinguishes itself through a strategic focus on four consumer vertical groupings, including Domestic Muscle, Modern Truck & Off-Road, Euro & Import, and Safety & Racing, ensuring a wide-ranging impact across the automotive aftermarket industry. Renowned for its innovative approach and strategic acquisitions, Holley Performance Brands is committed to enhancing the enthusiast experience and driving growth through innovation. For more information on Holley Performance Brands and its dedication to automotive excellence, visit https://www.holley.com.

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics, along with statements regarding the impact of organizational changes, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) Holley’s ability to execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business; 2) Holley’s ability to compete effectively in our market; 3) Holley’s ability to successfully design, develop, and market new, effective, and safe products and platforms; 4) Holley’s ability to respond to changes in vehicle ownership and type; 5) Holley’s ability to maintain and strengthen demand for our products; 6) Holley’s ability to grow and effectively manage our growth; 7) Holley’s ability to attract new customers in a cost-effective manner and to expand into additional consumer markets; 8) Holley’s ability to successfully integrate acquisitions or achieve the expected synergies from such acquisitions; 9) Holley’s ability to maintain relationships with customers and suppliers; 10) Holley’s ability to retain our management and key employees; 11) costs related to Holley being a public company; 12) disruptions to Holley’s operations, including as a result of cybersecurity incidents; 13) changes in applicable laws or regulations; 14) the outcome of any legal proceedings that have been or may be instituted against Holley; 15) general economic and political conditions, including the current macroeconomic environment, political tensions, and war (including the conflict in Ukraine, the conflict in the Middle East, and the possible expansion of such conflicts and potential geopolitical consequences); 16) the possibility that Holley may be adversely affected by other economic, business, and/or competitive factors, including recent events affecting the financial services industry (such as the closures of certain regional banks); 17) Holley’s estimates of its financial performance (e.g., the successful execution of cost saving initiatives); 18) Holley’s ability to anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels; 19) disruptions and costs associated with doing business in certain countries; 20) Holley’s ability to adopt and react to risks posed by new technology; 21) inability to predict how products will ultimately be used; 22) Holley’s ability to anticipate and manage through the impact of elevated interest rate levels, which cause the cost of capital to increase, as well as respond to inflationary pressures and trade restrictions, including tariffs; and 23) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2025, and disclosed in any subsequent filings with the SEC. Although Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes no duty to update these forward-looking statements, except as otherwise required by law.

Investor Relations Contacts:

Anthony Rozmus / Neel Sikka / Jenna Kozlowski
Solebury Strategic Communications
203-428-3324
[email protected]

Media Relations Contacts:

Jordan Moore, [email protected]/ Sydney Goggans, [email protected]
Tiny Mighty Communications
615-454-2913

[Financial Tables to Follow]


HOLLEY INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)

	For the thirteen weeks ended											For the twenty-six weeks ended
	June 29,			June 30,			Variance			Variance		June 29,			June 30,			Variance			Variance
	2025			2024			($)			(%)		2025			2024			($)			(%)
Net Sales	$	166,661		$	169,496		$	(2,835	)	-1.7	%	$	319,705		$	328,132		$	(8,427	)	-2.6	%
Cost of Goods Sold		97,103			99,203			(2,100	)	-2.1	%		186,059			205,780			(19,721	)	-9.6	%
Gross Profit		69,558			70,293			(735	)	-1.0	%		133,646			122,352			11,294		9.2	%
Selling, General, and Administrative		32,954			34,570			(1,616	)	-4.7	%		69,653			67,566			2,087		3.1	%
Research and Development Costs		5,086			4,311			775		18.0	%		9,179			9,123			56		0.6	%
Amortization of Intangible Assets		3,350			3,435			(85	)	-2.5	%		6,882			6,871			11		0.2	%
Restructuring Costs		355			(3	)		358		n/a			818			612			206		33.7	%
Other Operating Expense		299			102			197		nm			257			94			163		nm
Operating Expense		42,044			42,415			(371	)	-0.9	%		86,789			84,266			2,523		3.0	%
Operating Income		27,514			27,878			(364	)	-1.3	%		46,857			38,086			8,771		23.0	%
Change in Fair Value of Warrant Liability		(7	)		(3,402	)		3,395		nm			(80	)		(6,529	)		6,449		nm
Change in Fair Value of Earn-Out Liability		(219	)		(1,058	)		839		nm			(404	)		(1,707	)		1,303		nm
Loss on Early Extinguishment of Debt		–			–			–		0.0	%		–			141			(141	)	0.0	%
Interest Expense, Net		13,374			13,178			196		1.5	%		29,082			24,182			4,900		20.3	%
Non-Operating Expense		13,148			8,718			4,430		50.8	%		28,598			16,087			12,511		77.8	%
Income Before Income Taxes		14,366			19,160			(4,794	)	-25.0	%		18,259			21,999			(3,740	)	-17.0	%
Income Tax Expense		3,503			2,055			1,448		nm			4,579			1,164			3,415		nm
Net Income	$	10,863		$	17,105		$	(6,242	)	-36.5	%	$	13,680		$	20,835		$	(7,155	)	-34.3	%
Comprehensive Income:
Foreign Currency Translation Adjustment		1,239			44			1,195		2715.9	%		954			(142	)		1,096		-771.8	%
Total Comprehensive Income	$	12,102		$	17,149		$	(5,047	)	-29.4	%	$	14,634		$	20,693		$	(6,059	)	-29.3	%
Common Share Data:
Basic Net Income per Share	$	0.09		$	0.14		$	(0.05	)	-36.9	%	$	0.11		$	0.18		$	(0.06	)	-34.8	%
Diluted Net Income per Share	$	0.09		$	0.14		$	(0.05	)	-36.8	%	$	0.11		$	0.17		$	(0.06	)	-34.5	%
Weighted Average Common Shares Outstanding – Basic		119,163			118,470			693		0.6	%		119,006			118,171			835		0.7	%
Weighted Average Common Shares Outstanding – Diluted		119,791			119,261			529		0.4	%		119,677			119,383			293		0.2	%
nm – not meaningful

HOLLEY INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited)

	As of
	June 29, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	63,842		$	56,087
Accounts receivable		51,011			36,123
Inventory		180,827			192,523
Prepaids and other current assets		7,533			12,614
Total Current Assets		303,213			297,347
Property, Plant and Equipment, Net		44,543			40,983
Goodwill		372,340			372,340
Other Intangibles, Net		403,713			386,676
Other Noncurrent Assets		34,421			35,974
Total Assets	$	1,158,230		$	1,133,320

Liabilities and Stockholders’ Equity
Accounts payable	$	44,492		$	44,781
Accrued liabilities		52,188			43,190
Current portion of long-term debt		6,879			7,201
Total Current Liabilities		103,559			95,172
Long-Term Debt, Net of Current Portion		543,271			545,385
Warrant Liability		733			813
Earn-out Liability		744			1,148
Deferred Taxes		35,796			37,391
Other Noncurrent Liabilities		36,288			32,259
Total Liabilities		720,391			712,168

Common Stock		12			12
Additional Paid-In Capital		379,610			377,557
Accumulated Other Comprehensive Loss		(208	)		(1,162	)
Retained Earnings		58,425			44,745
Total Stockholders’ Equity		437,839			421,152
Total Liabilities and Stockholders’ Equity	$	1,158,230		$	1,133,320

HOLLEY INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	For the thirteen weeks ended						For the twenty-six weeks ended
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Operating Activities
Net Income	$	10,863		$	17,105		$	13,680		$	20,835
Adjustments to Reconcile to Net Cash		9,389			3,620			23,849			14,591
Changes in Operating Assets and Liabilities		20,235			4,953			(4,892	)		9,095
Net Cash Provided by Operating Activities		40,487			25,678			32,637			44,521

Investing Activities
Capital Expenditures, Net of Dispositions		(13,158	)		(1,325	)		(20,898	)		(2,416	)
Net Cash Used in Investing Activities		(13,158	)		(1,325	)		(20,898	)		(2,416	)

Financing Activities
Net Change in Debt		(1,832	)		(11,857	)		(3,608	)		(28,605	)
Payments from Stock-Based Award Activities		(256	)		(516	)		(850	)		(1,437	)
Net Cash Used in Financing Activities		(2,088	)		(12,373	)		(4,458	)		(30,042	)

Effect of Foreign Currency Rate Fluctuations on Cash		(467	)		(27	)		474			(64	)

Net Change in Cash and Cash Equivalents		24,774			11,953			7,755			11,999

Cash and Cash Equivalents
Beginning of Period		39,068			41,127			56,087			41,081
End of Period	$	63,842		$	53,080		$	63,842		$	53,080

We present certain information with respect to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Bank-adjusted EBITDA Leverage Ratio, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow as supplemental measures of our operating performance and believe that such non-GAAP financial measures are useful to investors in evaluating our financial performance and in comparing our financial results between periods because they exclude the impact of certain items that we do not consider indicative of our ongoing operating performance. We believe that the presentation of these non-GAAP financial measures enhances the usefulness of our financial information by presenting measures that management uses internally to establish forecasts, budgets, and operational goals to manage and monitor our business. We believe that these non-GAAP financial measures help to depict a more realistic representation of the performance of our underlying business, enabling us to evaluate and plan more effectively for the future.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Bank-adjusted EBITDA Leverage Ratio, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are not prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from non-GAAP and other financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing our financial performance. These metrics should not be considered as alternatives to net income, gross profit, net cash provided by operating activities, or any other performance measures, as applicable, derived in accordance with GAAP.

We define EBITDA as earnings before depreciation, amortization of intangible assets, interest expense, and income tax expense. We define Adjusted EBITDA as EBITDA adjusted to exclude, to the extent applicable, restructuring costs, which includes operational restructuring and integration activities, termination related benefits, facilities relocation, and executive transition costs; changes in the fair value of the warrant liability; changes in the fair value of the earn-out liability; equity-based compensation expense; gain or loss on the early extinguishment of debt; notable items that we do not believe are reflective of our underlying operating performance, including litigation settlements and certain costs incurred for advisory services related to identifying performance initiatives; and other expenses or gains, which includes gains or losses from disposal of fixed assets, franchise taxes, and gains or losses from foreign currency transactions. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.


HOLLEY INC. and SUBSIDIARIES USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (In thousands) (Unaudited)

	For the thirteen weeks ended						For the twenty-six weeks ended
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Net Income	$	10,863		$	17,105		$	13,680		$	20,835
Adjustments:
Interest Expense, Net		13,374			13,178			29,082			24,182
Income Tax Expense		3,503			2,055			4,579			1,164
Depreciation		2,215			2,669			4,514			5,133
Amortization		3,350			3,435			6,882			6,871
EBITDA		33,305			38,442			58,737			58,185
Restructuring Costs		355			(3	)		818			612
Change in Fair Value of Warrant Liability		(7	)		(3,402	)		(80	)		(6,529	)
Change in Fair Value of Earn-Out Liability		(219	)		(1,058	)		(404	)		(1,707	)
Equity-Based Compensation Expense		1,408			1,621			2,903			2,762
Loss on Early Extinguishment of Debt		–			–			–			141
Notable Items		1,287			2,594			1,484			5,694
Other Expense		299			102			257			94
Adjusted EBITDA	$	36,428		$	38,296		$	63,715		$	59,252
Net Sales	$	166,661		$	169,496		$	319,705		$	328,132
Net Income Margin		6.5	%		10.1	%		4.3	%		6.3	%
Adjusted EBITDA Margin		21.9	%		22.6	%		19.9	%		18.1	%

We define the Bank-adjusted EBITDA Leverage Ratio as Net Debt divided by our Bank-adjusted EBITDA for the trailing twelve-month (“TTM”) period, as defined under our Credit Agreement entered into in November 2021, as amended, which is used in calculating covenant compliance.


	TTM June 29, 2025			December 31, 2024
Net Loss	$	(30,390	)	$	(23,235	)
Adjustments:
Interest Expense, Net		55,589			50,690
Income Tax Benefit		390			(3,025	)
Depreciation		9,932			10,551
Amortization		13,895			13,884
EBITDA		49,416			48,865
Restructuring Costs		1,578			1,372
Change in Fair Value of Warrant Liability		(1,121	)		(7,570	)
Change in Fair Value of Earn-Out Liability		(1,030	)		(2,333	)
Equity-Based Compensation Expense		5,311			5,170
Impairment of indefinite-lived intangible assets		7,695			7,695
Impairment of goodwill		40,906			40,906
Loss on Sale of Assets		9,234			9,234
Loss on Early Extinguishment of Debt		—			141
Notable Items		2,893			7,100
Other Expense (Income)		78			(87	)
Adjusted EBITDA		114,960			110,493
Additional Permitted Charges		5,363			12,261
Adjusted EBITDA per Credit Agreement	$	120,323		$	122,754
Total Debt	$	558,224		$	561,840
Less: Permitted Cash and Cash Equivalents		50,000			50,000
Net Indebtedness per Credit Agreement	$	508,224		$	511,840
Bank-adjusted EBITDA Leverage Ratio		4.22 x			4.17 x

We define Adjusted Net Income as earnings excluding the after-tax effect of changes in the fair value of the warrant liability, changes in the fair value of the earn-out liability, write-downs of assets held-for-sale, and gain or loss on the early extinguishment of debt. We define Adjusted Diluted EPS as Adjusted Net Income on a per share basis. Management uses these measures to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results. We believe that using this information, along with net income and net income per diluted share, provides for a more complete analysis of the results of operations.


	For the thirteen weeks						For the twenty-six weeks
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Net Income	$	10,863		$	17,105		$	13,680		$	20,835
Special items:
Adjust for: Change in Fair Value of Warrant Liability		(7	)		(3,402	)		(80	)		(6,529	)
Adjust for: Change in Fair Value of Earn-Out Liability		(219	)		(1,058	)		(404	)		(1,707	)
Adjust for: Loss on Early Extinguishment of Debt		—			—			—			141
Adjusted Net Income	$	10,637		$	12,645		$	13,196		$	12,740

	For the thirteen weeks ended					For the twenty-six weeks ended
	June 29, 2025		June 30, 2024			June 29, 2025		June 30, 2024
Net Income per Diluted Share	$	0.09	$	0.14		$	0.11	$	0.17
Special items:
Adjust for: Change in Fair Value of Warrant Liability		—		(0.03	)		—		(0.05	)
Adjust for: Change in Fair Value of Earn-Out Liability		—		(0.01	)		—		(0.01	)
Adjusted Diluted EPS	$	0.09	$	0.10		$	0.11	$	0.11

We define Free Cash Flow as net cash provided by operating activities minus cash payments for capital expenditures, net of dispositions. Management believes providing Free Cash Flow is useful for investors to understand our performance and results of cash generation after making capital investments required to support ongoing business operations.


	For the thirteen weeks ended						For the twenty-six weeks ended
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Net Cash Provided by Operating Activities	$	40,487		$	25,678		$	32,637		$	44,521
Capital Expenditures, Net of Dispositions		(4,828	)		(1,380	)		(7,808	)		(2,645	)
Proceeds from the disposal of fixed assets		—			55			—			229
Free Cash Flow	$	35,659		$	24,353		$	24,829		$	42,105