Market Newsdesk

February 12, 2026 7:20 am

Fortis Inc. Files 2025 Year-End Disclosure Documents

This news release constitutes a “Designated News Release” incorporated by reference in the prospectus supplement dated December 9, 2024 to Fortis’ short form base shelf prospectus dated December 9, 2024.

ST. JOHN’S, Newfoundland and Labrador, Feb. 12, 2026 (GLOBE NEWSWIRE) — Fortis Inc. (“Fortis” or the “Corporation”) (TSX/NYSE: FTS), today filed its audited Consolidated Financial Statements, related Management Discussion and Analysis and Form 40-F for the year ended December 31, 2025, as well as its 2025 Annual Information Form, with Canadian securities regulatory authorities. The Corporation also filed its Form 40-F for the year ended December 31, 2025 with the U.S. Securities and Exchange Commission. Copies of these documents are available electronically at www.sedarplus.ca (Canadian filings), www.sec.gov (U.S. filings) and the Corporation’s website, www.fortisinc.com, or by emailing [email protected].

The Management Information Circular for the Corporation’s upcoming Annual Meeting of Shareholders is expected to be made available to shareholders in late March.

About Fortis

Fortis is a diversified leader in the North American regulated electric and gas utility industry with 2025 revenue of $12 billion and total assets of $75 billion as at December 31, 2025. The Corporation’s 9,900 employees serve utility customers in five Canadian provinces, ten U.S. states and the Caribbean.

Fortis shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedarplus.ca, or www.sec.gov.

A .pdf version of this press release is available at: http://ml.globenewswire.com/Resource/Download/cba496d5-5ec0-4fbd-89f1-fe2f8077261c

For further information contact

Investor Enquiries:
Ms. Stephanie Amaimo
Vice President, Investor Relations
Fortis Inc.
248.946.3572
[email protected]

Media Enquiries:
Ms. Karen McCarthy
Vice President, Communications & Government Relations
Fortis Inc.
709.737.5323
[email protected]

February 12, 2026 7:18 am

Catheter Precision, Inc. Secures up to $36.5 Million in Strategic Institutional Financing to Accelerate Growth

VTAK has Agreed to Terminate its At-The-Market (“ATM”) Equity Offering Program

Company Strengthens Balance Sheet and Aligns Institutional Capital for Long-Term Value Creation

FORT MILL, S.C., Feb. 12, 2026 (GLOBE NEWSWIRE) —
Catheter Precision, Inc. (NYSE American: VTAK) (“Catheter Precision” or the “Company”), a leader in advanced electrophysiology solutions, today announced that it has agreed to the termination of its at-the-market (“ATM”) equity offering program and has completed a strategic financing transaction with institutional investors for up to $36.5 million to support accelerated growth.

Key Highlights:

ATM equity program to be terminated. No future equity lines of credit or forward-priced agreements are anticipated.
Strategic institutional capital secured to fund expansion
Balance sheet and liquidity significantly strengthened
The company’s short-term notes have been converted to long term by extending maturities out to two and three years
Additional short and long-term liabilities of approximately $9 million on the 9/30/25 balance sheet are being converted into equity

Executive Commentary

“This financing and balance sheet restructuring strengthens our financial position and also reinforces institutional investor confidence in our strategy,” said David Jenkins, CEO and Chairman of VTAK.

Jenkins added, “By eliminating legacy financing overhang and aligning ourselves with long-term institutional partners, we’ve enhanced our ability to execute with speed, discipline, and focus.”

Jenkins concluded, “We now move forward from a position of financial strength, supported by capital, stability, and strategic alignment to drive meaningful shareholder value through disciplined growth.”

Capital Strategy Update

This strategic institutional investment provides the Company with financial flexibility to:

Advance key growth initiatives
Scale multiple business opportunities
Expand market presence and execution capabilities

Additional Information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Please refer to the Company’s Current Report on Form 8-K filed February 6, 2026, and February 12th for additional details regarding the transaction.

About Catheter Precision

Catheter Precision is a U.S.-based medical device company developing innovative solutions to improve the treatment of cardiac arrhythmias. The Company is committed to bringing new technologies to market through physician collaboration and continued product innovation.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to risks and uncertainties described in the Company’s SEC filings, available at www.sec.gov. The Company undertakes no obligation to update these statements except as required by law.

CONTACTS:

Investor Relations

973-691-2000
[email protected]

# # #

February 12, 2026 7:18 am

Baxter Reports Fourth-Quarter 2025 Results

Fourth-quarter sales from continuing operations of $2.97 billion increased 8% on a reported basis and 3% on an operational basis^1,2
Fourth-quarter U.S. GAAP³ diluted earnings per share (EPS) (loss) from continuing operations of ($2.01); adjusted diluted EPS from continuing operations of $0.44
Company advances ongoing board of directors refreshment

DEERFIELD, Ill.–(BUSINESS WIRE)–
Baxter International Inc. (NYSE:BAX), a global medtech leader, today reported results for the fourth quarter of 2025.

“While we delivered sales growth across all segments, our fourth-quarter results did not meet our expectations, underscoring the importance of our focus on driving continuous improvement across the enterprise,” said Andrew Hider, president and CEO. “We recently introduced a new operating model that is designed to simplify our organization, accelerate innovation and improve performance. These changes further decentralize the business and embed critical functional roles directly within each division – bringing us closer to our customers and ultimately helping us to improve our say-do ratio and execute more consistently. While the work ahead will take time, I’m encouraged by the dedication of our employees and remain confident in Baxter’s long-term trajectory.”

Fourth-Quarter 2025 Companywide Financial Results

Note that continuing operations exclude Baxter’s Kidney Care business, which was acquired by Carlyle in January 2025, and is reported as discontinued operations.

Worldwide sales from continuing operations in the fourth quarter totaled approximately $2.97 billion, increasing 8% on a reported basis and 3% on an operational basis.
U.S. sales from continuing operations in the fourth quarter totaled approximately $1.55 billion, increasing 3% on a reported basis and declining 1% on an operational basis.
International sales from continuing operations in the fourth quarter totaled approximately $1.42 billion, increasing 14% on a reported basis and 8% on an operational basis.
On a U.S. GAAP basis, net income (loss) from continuing operations totaled ($1,035) million, or ($2.01) per diluted share which includes a goodwill impairment charge of $485 million related to the Front Line Care reporting unit and a valuation allowance on the realizability of U.S. deferred tax assets of $330 million.
On an adjusted basis, net income from continuing operations in the fourth quarter was $0.44 per diluted share, decreasing 24% from the prior year driven primarily by unfavorable product mix, non-recurring items including inventory adjustments, and a higher effective tax rate.

Please see the attached schedules accompanying this press release for additional details on sales performance in the quarter, including breakouts by Baxter’s segments.

Fourth-Quarter 2025 Segment Results

Medical Products & Therapies sales for the fourth quarter totaled approximately $1.39 billion, an increase of 6% on a reported basis and 4% on an operational basis. Performance in the quarter reflected increased sales within the Infusion Therapies & Technologies division driven by strength in IV solutions reflecting a favorable comparison to the prior-year period, which was offset by reduced sales in infusion systems due to the previously disclosed shipment and installation hold of the Novum IQ LVP. Continued strong global demand for Advanced Surgery products also positively contributed to performance.
Healthcare Systems & Technologies sales for the fourth quarter totaled approximately $827 million, an increase of 5% on a reported basis and 4% on an operational basis. Performance in the quarter reflected continued demand for Care & Connectivity Solutions products and growth in the Front Line Care division, including the recent launch of the Welch Allyn Connex 360 Vital Signs Monitor.
Pharmaceuticals sales for the fourth quarter totaled approximately $668 million, an increase of 4% on a reported basis and 2% on an operational basis. Performance in the quarter reflected continued strength in Drug Compounding, which was partially offset by reduced sales within Injectables & Anesthesia.

Recent Highlights⁴

Baxter continues to advance key strategic priorities in pursuit of its Mission to Save and Sustain Lives. Among recent highlights, the company:

Announced the upcoming U.S. launch of the Dynamo Series smart stretcher, the latest innovation in Baxter’s leading portfolio of smart beds, surfaces and connected care solutions. The Dynamo Series is designed to address common challenges care teams face in hospital settings by helping to reduce the need for patient transfers and simplify patient positioning across a range of procedures.
Presented real-world data demonstrating the positive impact of smart infusion pump integration with hospital electronic medical records on patient safety, clinicians’ bedside productivity and programming compliance at the American Society of Health-System Pharmacists (ASHP) 2025 Midyear Clinical Meeting. Developed in collaboration with the University of Texas Medical Branch, the data analyzed more than one million infusions on Baxter’s Spectrum IQ large volume infusion pumps.
Announced a three-year $2.6M grant from the Baxter Foundation to support the continuation of a partnership with Northwestern University’s School of Education and Social Policy to provide science, technology, engineering and math (STEM) programs for students and teachers throughout the Chicagoland area.

Full-Year 2026 Financial Outlook

Reported sales growth from continuing operations: flat to 1%
Organic sales growth from continuing operations: approximately flat
Adjusted earnings from continuing operations per diluted share: $1.85 to $2.05

See the “Non-GAAP Financial Measures” section for explanations of our non-GAAP financial measures.

Board Refreshment

Baxter announced today that it has appointed Michael R. McDonnell to its board of directors effective Feb. 13, 2026. Mr. McDonnell is a seasoned finance executive with decades of CFO experience across major global life sciences and technology companies, including most recently at Biogen and IQVIA Holdings. He brings foundational audit and advisory expertise from his early career as a partner at PwC (PricewaterhouseCoopers) and has deep proficiency in financial management, capital markets, and governance supported by his public company board experience.

In addition, the company announced that Cathy R. Smith and Stephen H. Rusckowski will resign from the Baxter board as of Feb. 13, 2026. Ms. Smith joined the Baxter board in July 2017 and Mr. Rusckowski in August 2023. Effective upon their resignations and Mr. McDonnell’s appointment, the size of the company’s board will be 10 directors.

“On behalf of the board, I thank Cathy and Steve for their years of service,” said Brent Shafer, chair, Baxter board of directors. “We are excited to welcome Mike to the Baxter board and look forward to his many contributions.”

Earnings Conference Call

Baxter will host a conference call today, Feb. 12, 2026, at 7:30 a.m. CST to discuss its fourth-quarter 2025 results and provide an update on the business. The conference call for investors can be accessed live from a link in the Investor Relations section of the company’s website at www.baxter.com. Please see www.baxter.com for more information regarding this and future investor events and webcasts.

Upcoming Webcasted Investor Events (to be made available on www.baxter.com)

Citi 2026 Unplugged MedTech and Life Sciences Access Day at 11:15 a.m. CST, Feb. 26, 2026
Barclays 28^th Annual Global Healthcare Conference at noon CDT, March 11, 2026

About Baxter

At Baxter, we are everywhere healthcare happens – and everywhere it is going, with essential solutions in the hospital, physician’s office and other sites of care. For nearly a century, our customers have counted on us as a vital and trusted partner. And every day, millions of patients and healthcare providers rely on our unmatched portfolio of connected solutions, medical devices, and advanced injectable technologies. Approximately 37,500 Baxter team members live our enduring Mission: to Save and Sustain Lives. Together, we are redefining how care is delivered to make a greater impact today, tomorrow, and beyond. To learn more, visit www.baxter.com and follow us on X, LinkedIn and Facebook.

Non-GAAP Financial Measures

Non-GAAP financial measures may enhance an understanding of the company’s operations and may facilitate an analysis of those operations, particularly in evaluating performance from one period to another. Management believes that non-GAAP financial measures, when used in conjunction with the results presented in accordance with U.S. GAAP and the company’s reconciliations to corresponding U.S. GAAP financial measures (which are included in the tables accompanying this release), may enhance an investor’s overall understanding of the company’s past financial performance and prospects for the future. Management uses these non-GAAP measures internally in financial planning, to monitor business unit performance, and, in some cases, for purposes of determining incentive compensation. This information should be considered in addition to, and not as substitutes for, information prepared in accordance with U.S. GAAP.

Operational sales growth is a non-GAAP measure that excludes the impact of the Kidney Care MSA not reflected in reportable segments, reflects the previously announced exit of IV solutions in China in the Medical Products & Therapies reportable segment, and is calculated on a constant currency basis, as if foreign currency exchange rates had remained constant between the prior and current periods. Organic sales growth is a non-GAAP measure that excludes the impact of the Kidney Care MSA not reflected in reportable segments, impacts associated with business acquisitions or divestitures, and is calculated on a constant currency basis, as if foreign currency exchange rates had remained constant between the prior and current periods.

Other non-GAAP financial measures included in this release and the accompanying tables (including within the tables that provide the company’s detailed reconciliations to the corresponding U.S. GAAP financial measures) are: adjusted gross margin, adjusted selling, general, and administrative expenses, adjusted research and development expenses, adjusted goodwill impairments, adjusted other operating income, net, adjusted operating income (loss), adjusted other income (expense), net, adjusted income (loss) from continuing operations before income taxes, adjusted income tax expense (benefit), adjusted income (loss) from continuing operations, adjusted income (loss) from discontinued operations, adjusted net income (loss), adjusted net income (loss) attributable to Baxter stockholders, adjusted diluted earnings per share from continuing operations, adjusted diluted earnings per share from discontinued operations and adjusted diluted earnings per share. Those non-GAAP financial measures exclude the impact of special items. For the quarters and 12-month periods ended December 31, 2025 and 2024, special items for one or more periods included intangible asset amortization, business optimization charges, acquisition and integration costs, separation-related costs, expenses related to European medical devices regulation, certain legal matters, indefinite-lived asset impairments, goodwill impairments, investment impairments, product-related reserves, gain on sale of long-lived assets, gain on early extinguishment of debt, the gain on the sale of the Kidney Care business, Hurricane Helene costs, and certain tax matters. These items are excluded because they are highly variable or unusual and of a size that may substantially impact the company’s reported operations for a period. Additionally, intangible asset amortization is excluded as a special item to facilitate an evaluation of current and past operating performance and is consistent with how management and the company’s Board of Directors assess performance.

This release and the accompanying tables also include free cash flow, a non-GAAP financial measure that Baxter defines as operating cash flow less capital expenditures. Free cash flow is used by management and the company’s Board of Directors to evaluate the cash generated from Baxter’s operating activities each period after deducting its capital spending.

This release also includes forecasts of certain of the aforementioned non-GAAP measures on a forward-looking basis as part of the company’s financial outlook for upcoming periods. Baxter calculates forward-looking non-GAAP financial measures based on forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic sales growth represents the company’s targeted future sales growth excluding sales to Vantive under the Kidney Care MSA not reflected in reportable segments, reflects impacts associated with business acquisitions or divestitures, and assumes foreign currency exchange rates remain constant in future periods. Additionally, forward-looking adjusted diluted EPS guidance excludes potential charges or gains that would be reflected as non-GAAP adjustments to earnings. Baxter provides forward-looking organic sales growth guidance and adjusted diluted EPS guidance because it believes that these measures provide useful information for the reasons noted above. Baxter has not provided reconciliations of forward-looking adjusted EPS guidance to forward-looking GAAP EPS guidance because the company is unable to predict with reasonable certainty the impact of legal proceedings, future business optimization actions, separation-related costs, integration-related costs, asset impairments and unusual gains and losses, and the related amounts are unavailable without unreasonable efforts (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). In addition, Baxter believes that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

Forward-Looking Statements

This release includes forward-looking statements concerning the company’s financial results (including the outlook for full-year 2026) and certain business development and product development activities. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: the company is exposed to risks as a result of its strategic actions; the company may not achieve the anticipated benefits of its significant transactions, including the sale of its Kidney Care business and its acquisition of Hill-Rom Holdings, Inc.; the company’s significant indebtedness requires it to use a substantial amount of its cash flow for debt service and constrains the company’s ability to pursue growth strategies and advance its R&D capabilities; there is substantial competition in the product markets in which the company operates and the risk of declining demand and pricing pressures could adversely affect the company’s business, results of operations, financial condition and cash flows; the company may be unable to successfully introduce or monetize new and existing products or services or keep pace with changing consumer preferences and needs or advances in technology; the company may not achieve its financial goals; the company has experienced disruptions in its supply chain; global economic conditions, including inflation, have adversely affected, and could continue to adversely affect, the company’s operations; the company may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions; continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate the company’s ability to sell to certain of its significant market segments; the company’s operating results and financial condition have fluctuated and may in the future continue to fluctuate; management transition creates uncertainties, and the company may experience difficulties in managing such transitions, including attracting and retaining key employees; changes in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on the company’s results of operations, financial condition, cash flows, and liquidity; future material impairments in the value of the company’s goodwill, intangible assets, and other long-lived assets would negatively affect the company’s operating results; segments of the company’s business are significantly dependent on major contracts with group purchasing organizations, integrated delivery networks, and certain other distributors and purchasers; the company may be unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price; the company may experience manufacturing, sterilization, supply, or distribution difficulties; the company has experienced and may continue to experience issues with quality management or product quality; the company may experience breaches and breakdowns affecting its information technology systems or protected information, including from obsolescence, cyber security breaches and data leakage; the company is exposed to risks associated with incorporating artificial intelligence (AI), machine learning and other emerging technologies into our products, services and operations; the company is subject to risks associated with doing business globally; a portion of the company’s workforce is unionized, and the company could face labor disruptions that would interfere with its operations; the effects of climate change, including legal, regulatory, or market measures related to climate change and other sustainability topics, could adversely affect the company’s business, results of operations, financial condition, and cash flows; the company’s commitments, goals, activities, and disclosures related to sustainability and corporate responsibility matters, and the perception of the company’s activities in these areas, may fail to satisfy the differing expectations of key stakeholders on these matters; the company is subject to laws and regulations globally, and its failure to comply with rapidly changing and increasingly divergent expectations of regulators in different jurisdictions could adversely impact the company; if reimbursement or other payment for our current or future products is reduced or modified in the U.S. or in foreign countries, or there are changes to policies with respect to pricing, taxation, or rebates, the company’s business could suffer; increasing regulatory focus on, and expanding laws relating to, privacy, artificial intelligence, and cybersecurity could impact the company’s business and expose it to increased liability; the company is party to a number of pending lawsuits and other disputes which may adversely impact it; the company could be subject to fines or damages and possible exclusion from participation in federal or state healthcare programs if it fails to comply with the laws and regulations applicable to its business; if the company is unable to protect or enforce its patents or other proprietary rights, or if the company becomes subject to claims or litigation alleging infringement of the patents or other proprietary rights of others, the company’s competitiveness and business prospects may be materially damaged; changes in tax laws or exposure to additional income tax liabilities may have a negative impact on the company’s operating results; the company’s Amended and Restated Bylaws could limit its stockholders’ ability to choose their preferred judicial forum for disputes with the company or its directors, officers, or employees; the company recently decreased its quarterly dividend to $0.01 per share and cannot guarantee that it will increase the amount of dividends it pays, or that it will not cease paying dividends; the company’s common stock price has fluctuated significantly and may continue to do so; and other risks discussed in Baxter’s most recent filings on Form 10-K and Form 10-Q and other SEC filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws.

Baxter, Connex 360, Dynamo Series, Novum IQ, Spectrum IQ and Welch Allyn are trademarks of Baxter International Inc.

¹Sales growth on an operational basis and adjusted diluted EPS are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section below for information about the non-GAAP financial measures included in this release and see the accompanying tables to this press release for reconciliations of those non-GAAP measures to the corresponding U.S. GAAP measures.

² Operational sales growth excludes the impact of the Kidney Care manufacturing and supply agreement (MSA) not reflected in reportable segments, reflects the previously announced exit of IV solutions in China in the Medical Products & Therapies reportable segment, and is calculated at constant currency rates.

³Generally Accepted Accounting Principles

⁴ See links to original press releases for additional information.

BAXTER INTERNATIONAL INC. Consolidated Statements of Income (Loss) (unaudited) (in millions, except per share and percentage data)

	Three Months Ended December 31,
		2025			2024		Change
NET SALES	$	2,974		$	2,753		8	%
COST OF SALES		2,397			1,794		34	%
GROSS MARGIN		577			959		(40	)%
*% of Net Sales*		*19.4*	%		34.8	%	(15.4)	pts
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		761			761		0	%
*% of Net Sales*		*25.6*	%		27.6	%	(2.0) pts
RESEARCH AND DEVELOPMENT EXPENSES		126			211		(40	)%
*% of Net Sales*		*4.2*	%		7.7	%	(3.5)	pts
GOODWILL IMPAIRMENTS		485			425		14	%
OTHER OPERATING INCOME, NET		(66	)		(3	)	NM
OPERATING INCOME (LOSS)		(729	)		(435	)	68	%
*% of Net Sales*		*(24.5*	)%		(15.8	)%	(8.7)	pts
INTEREST EXPENSE, NET		58			90		(36	)%
OTHER (INCOME) EXPENSE, NET		(31	)		(4	)	NM
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(756	)		(521	)	45	%
INCOME TAX EXPENSE (BENEFIT)		279			(33	)	NM
*% of Income (Loss) from Continuing Operations Before Income Taxes*		*(36.9*	)%		6.3	%	(43.2)	pts
INCOME (LOSS) FROM CONTINUING OPERATIONS		(1,035	)		(488	)	NM
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		(93	)		(22	)	NM
NET INCOME (LOSS)		(1,128	)		(510	)	NM
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS INCLUDED IN CONTINUING OPERATIONS		—			—		NM
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS INCLUDED IN DISCONTINUED OPERATIONS		—			2		(100	)%
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			2		(100	)%
NET INCOME (LOSS) ATTRIBUTABLE TO BAXTER STOCKHOLDERS	$	(1,128	)	$	(512	)	NM
INCOME (LOSS) FROM CONTINUING OPERATIONS PER COMMON SHARE
Basic	$	(2.01	)	$	(0.95	)	NM
Diluted	$	(2.01	)	$	(0.95	)	NM
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER COMMON SHARE
Basic	$	(0.18	)	$	(0.05	)	NM
Diluted	$	(0.18	)	$	(0.05	)	NM
NET INCOME (LOSS) PER COMMON SHARE
Basic	$	(2.19	)	$	(1.00	)	NM
Diluted	$	(2.19	)	$	(1.00	)	NM
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		514			511
Diluted		514			511
ADJUSTED OPERATING INCOME (excluding special items)¹	$	352		$	419		(16	)%
ADJUSTED INCOME (LOSS) FROM CONTINUING OPERATIONS (excluding special items)¹	$	225		$	297		(24	)%
ADJUSTED INCOME (LOSS) FROM DISCONTINUED OPERATIONS (excluding special items)¹	$	(40	)	$	101		NM
ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO BAXTER STOCKHOLDERS (excluding special items)¹	$	185		$	396		(53	)%
ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS (excluding special items)¹	$	0.44		$	0.58		(24	)%
ADJUSTED DILUTED EPS FROM DISCONTINUED OPERATIONS (excluding special items)¹	$	(0.08	)	$	0.19		NM
ADJUSTED DILUTED EPS (excluding special items)¹	$	0.36		$	0.77		(53	)%
¹Refer to page 11 for a description of the adjustments and a reconciliation to U.S. GAAP measures.
NM – Not Meaningful

BAXTER INTERNATIONAL INC. Description of Adjustments and Reconciliation of U.S. GAAP to Non-GAAP Measures (unaudited, in millions) The company’s U.S. GAAP results for the three months ended December 31, 2025 included special items which impacted the U.S. GAAP measures as follows:

	Gross Margin			Selling, General and Administrative Expenses			Research and Development Expenses			Goodwill Impairments			Other Operating Income, Net			Operating Income (Loss)			Other (Income) Expense, Net			Income (Loss) From Continuing Operations Before Income Taxes			Income Tax Expense (Benefit)			Income (Loss) From Continuing Operations			Income (Loss) From Discontinued Operations, Net of Tax			Net Income (Loss)			Net Income (Loss) Attributable to Baxter Stockholders			Diluted Earnings Per Share from Continuing Operations			Diluted Earnings Per Share from Discontinued Operations			Diluted Earnings Per Share
Reported	$	577		$	761		$	126		$	485		$	(66	)	$	(729	)	$	(31	)	$	(756	)	$	279		$	(1,035	)	$	(93	)	$	(1,128	)	$	(1,128	)	$	(2.01	)	$	(0.18	)	$	(2.19	)
Reported percent of net sales (or effective tax rate for income tax expense (benefit))		19.4	%		25.6	%		4.2	%		16.3	%		(2.2	)%		(24.5	)%		(1.0	)%		(25.4	)%		(36.9	)%		(34.8	)%		(3.1	)%		(37.9	)%		(37.9	)%
Intangible asset amortization		95			(50	)		—			—			—			145			—			145			34			111			—			111			111			0.22			0.00			0.22
Business optimization items¹		23			(46	)		(9	)		—			—			78			—			78			19			59			—			59			59			0.11			0.00			0.11
Acquisition and integration items²		—			(13	)		—			—			—			13			—			13			3			10			—			10			10			0.02			0.00			0.02
European medical devices regulation³		6			—			—			—			—			6			—			6			2			4			—			4			4			0.01			0.00			0.01
Product-related reserves⁴		52			—			—			—			—			52			—			52			13			39			—			39			39			0.08			0.00			0.08
Hurricane Helene costs⁵		10			—			—			—			—			10			—			10			2			8			—			8			8			0.02			0.00			0.02
Separation-related costs⁶		2			(15	)		(1	)		—			—			18			—			18			4			14			—			14			14			0.03			0.00			0.03
Indefinite-lived asset impairments⁷		290			—			—			—			—			290			—			290			71			219			—			219			219			0.43			0.00			0.43
Goodwill impairments⁸		—			—			—			(485	)		—			485			—			485			—			485			—			485			485			0.94			0.00			0.94
Gain on sale of long-lived asset⁹		—			—			—			—			16			(16	)		—			(16	)		—			(16	)		—			(16	)		(16	)		(0.03	)		0.00			(0.03	)
Gain on early extinguishment of debt¹⁰		—			—			—			—			—			—			16			(16	)		(4	)		(12	)		—			(12	)		(12	)		(0.02	)		0.00			(0.02	)
Tax matters¹¹		—			—			—			—			—			—			—			—			(339	)		339			53			392			392			0.66			0.10			0.76
Adjusted	$	1,055		$	637		$	116		$	—		$	(50	)	$	352		$	(15	)	$	309		$	84		$	225		$	(40	)	$	185		$	185		$	0.44		$	(0.08	)	$	0.36
Adjusted percent of net sales (or effective tax rate for income tax expense (benefit))		35.5	%		21.4	%		3.9	%		0.0	%		(1.7	)%		11.8	%		(0.5	)%		10.4	%		27.2	%		7.6	%		(1.3	)%		6.2	%		6.2	%

Weighted-average diluted shares as reported														514
Effect of dilutive securities that were anti-dilutive to dilutive EPS as reported														1
Weighted-average diluted shares as adjusted														515

The company’s U.S. GAAP results for the three months ended December 31, 2024 included special items which impacted the U.S. GAAP measures as follows:

	Gross Margin			Selling, General and Administrative Expenses			Research and Development Expenses			Goodwill Impairments			Operating Income (Loss)			Income (Loss) From Continuing Operations Before Income Taxes			Income Tax Expense (Benefit)			Income (Loss) From Continuing Operations			Income (loss) From Discontinued Operations, Net of Tax			Net Income (Loss)			Net Income (Loss) Attributable to Baxter Stockholders			Diluted Earnings Per Share from Continuing Operations			Diluted Earnings Per Share from Discontinued Operations			Diluted Earnings Per Share
Reported	$	959		$	761		$	211		$	425		$	(435	)	$	(521	)	$	(33	)	$	(488	)	$	(22	)	$	(510	)	$	(512	)	$	(0.95	)	$	(0.05	)	$	(1.00	)
Reported percent of net sales (or effective tax rate for income tax expense (benefit))		34.8	%		27.6	%		7.7	%		15.4	%		(15.8	)%		(18.9	)%		6.3	%		(17.7	)%		(0.8	)%		(18.5	)%		(18.6	)%
Intangible asset amortization		103			(51	)		—			—			154			154			37			117			1			118			118			0.23			0.00			0.23
Business optimization items¹		59			(24	)		(30	)		—			113			113			27			86			(4	)		82			82			0.17			(0.01	)		0.16
Acquisition and integration items²		—			(7	)		—			—			7			7			2			5			—			5			5			0.01			0.00			0.01
European medical devices regulation³		8			—			—			—			8			8			1			7			(1	)		6			6			0.01			0.00			0.01
Product-related reserves⁴		12			—			—			—			12			12			3			9			—			9			9			0.02			0.00			0.02
Hurricane Helene costs⁵		85			—			—			—			85			85			21			64			9			73			73			0.13			0.01			0.14
Indefinite-lived asset impairments⁷		—			—			(50	)		—			50			50			13			37			—			37			37			0.07			0.00			0.07
Goodwill impairments⁸		—			—			—			(425	)		425			425			—			425			—			425			425			0.83			0.00			0.83
Separation-related costs⁶		—			—			—			—			—			—			—			—			68			68			68			0.00			0.13			0.13
Tax matters¹¹		—			—			—			—			—			—			(35	)		35			50			85			85			0.07			0.10			0.17
Adjusted	$	1,226		$	679		$	131		$	—		$	419		$	333		$	36		$	297		$	101		$	398		$	396		$	0.58		$	0.19		$	0.77
Adjusted percent of net sales (or effective tax rate for income tax expense (benefit))		44.5	%		24.7	%		4.8	%		0.0	%		15.2	%		12.1	%		10.8	%		10.8	%		3.7	%		14.5	%		14.4	%

													Reported			Adjusted
Income (loss) from discontinued operations													$	(22	)	$	101					Weighted-average diluted shares as reported													511
Less: Net income attributable to noncontrolling interests included in discontinued operations														2			2					Effect of dilutive securities that were anti-dilutive to dilutive EPS as reported													1
Income (loss) from discontinued operations attributable to Baxter stockholders													$	(24	)	$	99					Weighted-average diluted shares as adjusted													512

													Reported			Adjusted
Net income (loss)													$	(510	)	$	398
Less: Net income (loss) attributable to noncontrolling interests														2			2
Net income (loss) attributable to Baxter stockholders													$	(512	)	$	396

1.		The company’s results of continuing operations in 2025 and 2024 included costs related to programs to optimize its organization and cost structure. These restructuring and business optimization costs in 2025 and 2024 included costs primarily related to its initiatives to reduce its cost structure following the sale of its former Kidney Care segment. Additionally, in 2024 these costs related to its initiatives within its Healthcare Systems & Technologies segment including the discontinuing of a product line and rationalization of certain other manufacturing and distribution facilities.
2.		The company’s results of continuing operations in 2025 and 2024 included integration costs which primarily reflected third-party consulting costs related to its ongoing integration of Hill-Rom Holdings, Inc. (Hillrom).
3.		The company’s results of continuing operations in 2025 and 2024 included incremental costs to comply with the European Union’s medical device regulations for previously registered products, which primarily consisted of contractor costs and other direct third-party costs. The company considers the adoption of these regulations to be a significant one-time regulatory change and believes that the costs of initial compliance for previously registered products over the implementation period are not indicative of its core operating results.
4.		The company’s results of continuing operations in 2025 included charges primarily related to inventory and contract asset write-downs and estimates of warranty and remediation activities from field corrective actions across its infusion pump category. The company’s results of continuing operations in 2024 included charges related to warranty and remediation activities arising from field corrective actions on Healthcare Systems & Technologies products.
5.		The company’s results of continuing operations in 2025 and 2024 included net charges related to Hurricane Helene. In 2025 this amount consisted of remediation, air freight and other costs. In 2024 this amount consisted of charges related to remediation, idle facility, air freight and other costs, partially offset by insurance recoveries. The company’s results of discontinued operations in 2024 included charges related to Hurricane Helene consisting of charges related to air freight and other costs.
6.		The company’s results of continuing operations in 2025 and discontinued operations in 2024 included separation-related costs primarily related to external advisors supporting its activities related to the sale of its former Kidney Care segment.
7.		The company’s results of continuing operations in 2025 included an indefinite-lived asset impairment charge to reduce the carrying amount of a trade name asset to its fair value. The company’s results of continuing operations in 2024 included an indefinite-lived asset impairment charge to reduce the carrying amount of an in-process research and development (IPR&D) asset to its fair value.
8.		The company’s results of continuing operations in 2025 and 2024 included goodwill impairment charges related to the Front Line Care reporting unit within its Healthcare Systems & Technologies segment.
9.		The company’s results of continuing operations in 2025 included a gain on sale of a long-lived asset.
10.		The company’s results of continuing operations in 2025 included a gain on the early extinguishment of debt.
11.		The company’s results of continuing operations in 2025 included income tax expense primarily related to increases to its valuation allowances related to the realizability of its deferred tax assets. The company’s results of discontinued operations in 2025 included income tax expense primarily related to increases to its valuation allowances related to the realizability of its deferred tax assets. The company’s results of continuing operations in 2024 included income tax expense related to legislative changes under Internal Revenue Code (IRC) Section 987 in the U.S. and net income tax expense related to a revaluation of the Swiss basis step-up deferred tax asset and related valuation allowance that arose from Swiss tax reform legislation in 2019 that was partially offset by a decrease in such valuation allowance to reflect the company’s current estimate of recoverability of the basis step-up deferred tax asset. The company’s results of discontinued operations in 2024 included income tax costs on internal reorganizations related to the sale of its former Kidney Care segment.

For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC. Consolidated Statements of Income (Loss) (unaudited) (in millions, except per share and percentage data)

	Year Ended December 31,
		2025			2024		Change
NET SALES	$	11,244		$	10,636		6	%
COST OF SALES		7,865			6,652		18	%
GROSS MARGIN		3,379			3,984		(15	)%
*% of Net Sales*		*30.1*	%		37.5	%	(7.4) pts
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,890			2,967		(3	)%
*% of Net Sales*		*25.7*	%		27.9	%	(2.2) pts
RESEARCH AND DEVELOPMENT EXPENSES		518			590		(12	)%
*% of Net Sales*		*4.6*	%		5.5	%	(0.9) pts
GOODWILL IMPAIRMENTS		485			425		14	%
OTHER OPERATING INCOME, NET		(206	)		(12	)	NM
OPERATING INCOME (LOSS)		(308	)		14		NM
*% of Net Sales*		*(2.7*	)%		0.1	%	(2.8) pts
INTEREST EXPENSE, NET		238			341		(30	)%
OTHER (INCOME) EXPENSE, NET		(41	)		(38	)	8	%
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(505	)		(289	)	75	%
INCOME TAX EXPENSE		395			37		NM
*% of Income (Loss) from Continuing Operations Before Income Taxes*		*(78.2*	)%		(12.8	)%	(65.4) pts
INCOME (LOSS) FROM CONTINUING OPERATIONS		(900	)		(326	)	NM
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		(57	)		(312	)	(82	)%
NET INCOME (LOSS)		(957	)		(638	)	50	%
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS INCLUDED IN CONTINUING OPERATIONS		—			—		NM
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS INCLUDED IN DISCONTINUED OPERATIONS		—			11		(100	)%
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		—			11		(100	)%
NET INCOME (LOSS) ATTRIBUTABLE TO BAXTER STOCKHOLDERS	$	(957	)	$	(649	)	47	%
INCOME (LOSS) FROM CONTINUING OPERATIONS PER COMMON SHARE
Basic	$	(1.75	)	$	(0.64	)	NM
Diluted	$	(1.75	)	$	(0.64	)	NM
INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER COMMON SHARE
Basic	$	(0.12	)	$	(0.63	)	(81	)%
Diluted	$	(0.12	)	$	(0.63	)	(81	)%
NET INCOME (LOSS) PER COMMON SHARE
Basic	$	(1.87	)	$	(1.27	)	47	%
Diluted	$	(1.87	)	$	(1.27	)	47	%
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		513			510
Diluted		513			510
ADJUSTED OPERATING INCOME (excluding special items)¹	$	1,590		$	1,474		8	%
ADJUSTED INCOME (LOSS) FROM CONTINUING OPERATIONS (excluding special items)¹	$	1,167		$	966		21	%
ADJUSTED INCOME (LOSS) FROM DISCONTINUED OPERATIONS (excluding special items)¹	$	(31	)	$	528		NM
ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO BAXTER STOCKHOLDERS (excluding special items)¹	$	1,136		$	1,483		(23	)%
ADJUSTED DILUTED EPS FROM CONTINUING OPERATIONS (excluding special items)¹	$	2.27		$	1.89		20	%
ADJUSTED DILUTED EPS FROM DISCONTINUED OPERATIONS (excluding special items)¹	$	(0.06	)	$	1.01		NM
ADJUSTED DILUTED EPS (excluding special items)¹	$	2.21		$	2.90		(24	)%
¹Refer to page 13 for a description of the adjustments and a reconciliation to U.S. GAAP measures.
NM – Not Meaningful

BAXTER INTERNATIONAL INC. Description of Adjustments and Reconciliation of U.S. GAAP to Non-GAAP Measures (unaudited, in millions) The company’s U.S. GAAP results for the twelve months ended December 31, 2025 included special items which impacted the U.S. GAAP measures as follows:

	Gross Margin			Selling, General and Administrative Expenses			Research and Development Expenses			Goodwill Impairments			Other Operating Income, Net			Operating Income (Loss)			Other (Income) Expense, Net			Income (Loss) From Continuing Operations Before Income Taxes			Income Tax Expense (Benefit)			Income (Loss) From Continuing Operations			Income (Loss) From Discontinued Operations, Net of Tax			Net Income (Loss)			Net Income (Loss) Attributable to Baxter Stockholders			Diluted Earnings Per Share From Continuing Operations			Diluted Earnings Per Share from Discontinued Operations			Diluted Earnings Per Share
Reported	$	3,379		$	2,890		$	518		$	485		$	(206	)	$	(308	)	$	(41	)	$	(505	)	$	395		$	(900	)	$	(57	)	$	(957	)	$	(957	)	$	(1.75	)	$	(0.12	)	$	(1.87	)
Reported percent of net sales (or effective tax rate for income tax expense (benefit))		30.1	%		25.7	%		4.6	%		4.3	%		(1.8	)%		(2.7	)%		(0.4	)%		(4.5	)%		(78.2	)%		(8.0	)%		(0.5	)%		(8.5	)%		(8.5	)%
Intangible asset amortization		396			(202	)		—			—			—			598			—			598			140			458			—			458			458			0.89			0.00			0.89
Business optimization items¹		67			(97	)		(14	)		—			—			178			—			178			44			134			—			134			134			0.26			0.00			0.26
Acquisition and integration items²		—			(25	)		—			—			(2	)		27			(5	)		32			7			25			—			25			25			0.05			0.00			0.05
European medical devices regulation³		21			—			—			—			—			21			—			21			5			16			—			16			16			0.03			0.00			0.03
Product-related reserves⁴		113			—			—			—			—			113			—			113			29			84			—			84			84			0.16			0.00			0.16
Hurricane Helene costs⁵		133			—			—			—			—			133			—			133			33			100			6			106			106			0.19			0.02			0.21
Legal matters⁶		11			—			—			—			—			11			—			11			2			9			—			9			9			0.02			0.00			0.02
Investment impairments⁷		—			—			—			—			—			—			(9	)		9			2			7			—			7			7			0.01			0.00			0.01
Separation-related costs⁸		4			(53	)		(1	)		—			—			58			—			58			13			45			31			76			76			0.09			0.06			0.15
Indefinite-lived asset impairments⁹		290			—			—			—			—			290			—			290			71			219			—			219			219			0.43			0.00			0.43
Goodwill impairments¹⁰		—			—			—			(485	)		—			485			—			485			—			485			—			485			485			0.94			0.00			0.94
Gain on sale of long-lived asset¹¹		—			—			—			—			16			(16	)		—			(16	)		—			(16	)		—			(16	)		(16	)		(0.03	)		0.00			(0.03	)
Gain on early extinguishment of debt¹²		—			—			—			—			—			—			16			(16	)		(4	)		(12	)		—			(12	)		(12	)		(0.02	)		0.00			(0.02	)
Gain on Kidney Care Sale¹³		—			—			—			—			—			—			—			—			—			—			(74	)		(74	)		(74	)		0.00			(0.14	)		(0.14	)
Tax matters¹⁴		—			—			—			—			—			—			—			—			(513	)		513			63			576			576			1.00			0.12			1.12
Adjusted	$	4,414		$	2,513		$	503		$	—		$	(192	)	$	1,590		$	(39	)	$	1,391		$	224		$	1,167		$	(31	)	$	1,136		$	1,136		$	2.27		$	(0.06	)	$	2.21
Adjusted percent of net sales (or effective tax rate for income tax expense (benefit))		39.3	%		22.3	%		4.5	%		0.0	%		(1.7	)%		14.1	%		(0.3	)%		12.4	%		16.1	%		10.4	%		(0.3	)%		10.1	%		10.1	%

Weighted-average diluted shares as reported														513
Effect of dilutive securities that were anti-dilutive to dilutive EPS as reported														2
Weighted-average diluted shares as adjusted														515

The company’s U.S. GAAP results for the twelve months ended December 31, 2024 included special items which impacted the U.S. GAAP measures as follows:

	Gross Margin			Selling, General and Administrative Expenses			Research and Development Expenses			Goodwill Impairments			Operating Income (Loss)			Income (Loss) From Continuing Operations Before Income Taxes			Income Tax Expense (Benefit)			Income (Loss) From Continuing Operations			Income (loss) From Discontinued Operations, Net of Tax			Net Income (Loss)			Net Income (Loss) Attributable to Baxter Stockholders			Diluted Earnings Per Share From Continuing Operations			Diluted Earnings Per Share From Discontinued Operations			Diluted Earnings Per Share
Reported	$	3,984		$	2,967		$	590		$	425		$	14		$	(289	)	$	37		$	(326	)	$	(312	)	$	(638	)	$	(649	)	$	(0.64	)	$	(0.63	)	$	(1.27	)
Reported percent of net sales (or effective tax rate for income tax expense (benefit))		37.5	%		27.9	%		5.5	%		4.0	%		0.1	%		(2.7	)%		(12.8	)%		(3.1	)%		(2.9	)%		(6.0	)%		(6.1	)%
Intangible asset amortization		419			(206	)		—			—			625			625			148			477			20			497			497			0.93			0.04			0.97
Business optimization items¹		67			(65	)		(30	)		—			162			162			41			121			49			170			170			0.24			0.09			0.33
Acquisition and integration items²		1			(22	)		—			—			23			23			5			18			—			18			18			0.04			0.00			0.04
European medical devices regulation³		33			—			—			—			33			33			7			26			2			28			28			0.05			0.00			0.05
Product-related reserves⁴		15			—			—			—			15			15			3			12			—			12			12			0.02			0.00			0.02
Hurricane Helene costs⁵		110			—			—			—			110			110			27			83			9			92			92			0.16			0.02			0.18
Legal matters⁶		—			(17	)		—			—			17			17			4			13			—			13			13			0.03			0.00			0.03
Indefinite-lived asset impairments⁹		—			—			(50	)		—			50			50			13			37			—			37			37			0.07			0.00			0.07
Goodwill impairments¹⁰		—			—			—			(425	)		425			425			—			425			430			855			855			0.83			0.84			1.67
Separation-related costs⁸		—			—			—			—			—			—			—			—			261			261			261			0.00			0.51			0.51
Tax matters¹⁴		—			—			—			—			—			—			(80	)		80			69			149			149			0.16			0.14			0.29
Adjusted	$	4,629		$	2,657		$	510		$	—		$	1,474		$	1,171		$	205		$	966		$	528		$	1,494		$	1,483		$	1.89		$	1.01		$	2.90
Adjusted percent of net sales (or effective tax rate for income tax expense (benefit))		43.5	%		25.0	%		4.8	%		0.0	%		13.9	%		11.0	%		17.5	%		9.1	%		5.0	%		14.0	%		13.9	%

																Reported			Adjusted
Income (loss) from discontinued operations, net of tax																$	(312	)	$	528					Weighted-average diluted shares as reported													510
Less: Net income attributable to noncontrolling interests included in discontinued operations																	11			11					Effect of dilutive securities that were anti-dilutive to dilutive EPS as reported													1
Income (loss) from discontinued operations attributable to Baxter stockholders																$	(323	)	$	517					Weighted-average diluted shares as adjusted													511

																Reported			Adjusted
Net income (loss)																$	(638	)	$	1,494
Less: Net income (loss) attributable to noncontrolling interests																	11			11
Net income (loss) attributable to Baxter stockholders																$	(649	)	$	1,483

1.		The company’s results of continuing operations in 2025 and 2024 included costs related to programs to optimize its organization and cost structure. These restructuring and business optimization costs in 2025 included costs primarily related to its initiatives to reduce its cost structure following the sale of its former Kidney Care segment and the exit of a product line at one of its manufacturing facilities. In 2024, these restructuring and other business optimization costs included costs primarily related to initiatives to reduce its cost structure following the sale of its former Kidney Care segment, initiatives within our Healthcare Systems & Technologies segment including the discontinuing of a product line and rationalization of certain other manufacturing and distribution facilities. The company’s results of discontinued operations in 2024, included costs primarily related to a program to centralize certain of its research and development activities into a new location and property, plant and equipment impairments in connection with the transfer of a manufacturing production line as part of its initiatives to optimize its global manufacturing and supply chain organization.
2.		The company’s results of continuing operations in 2025 and 2024 included integration costs which primarily reflected third-party consulting costs related to its ongoing integration of Hillrom. The results in 2025 also included the recognition of a noncash impairment of property, plant and equipment related to integration activities.
3.		The company’s results of continuing operations in 2025 and 2024 included incremental costs to comply with the European Union’s medical device regulations for previously registered products, which primarily consist of contractor costs and other direct third-party costs. The company considers the adoption of these regulations to be a significant one-time regulatory change and believes that the costs of initial compliance for previously registered products over the implementation period are not indicative of its core operating results.
4.		The company’s results of continuing operations in 2025 included charges related to inventory and contract asset write-downs and estimates of warranty and remediation activities from field corrective actions across its infusion pump category. The company’s results of continuing operations in 2024 included charges related to warranty and remediation activities arising from field corrective actions on Healthcare Systems & Technologies products and a revised estimate of warranty and remediation activities arising from a field corrective action on certain of its infusion pumps initially recorded in 2022.
5.		The company’s results of continuing operations in 2025 included charges related to Hurricane Helene, which consisted of remediation, air freight and other costs. The company’s results of continuing operations in 2024 included net charges related to Hurricane Helene, which consisted of charges related to damaged inventory and fixed assets, remediation, idle facility, air freight and other costs, partially offset by insurance recoveries. The company’s results of discontinued operations in 2024 included charges related to Hurricane Helene consisting of charges related to air freight and other costs.
6.		The company’s results of continuing operations in 2025 included charges related to matters involving alleged injury from environmental exposure. The company’s results of continuing operations in 2024 included charges related to environmental reserves for remediation actions associated with historic operations at certain of our facilities.
7.		The company’s results of continuing operations in 2025 included losses from a noncash impairment write-down in an equity method investment.
8.		The company’s results of continuing operations in 2025 included separation-related costs primarily related to external advisors supporting its activities related to the sale of its former Kidney Care segment. The company’s results of discontinued operations in 2025 and 2024 included separation-related costs primarily reflecting costs of external advisors supporting our activities related to the sale of its former Kidney Care segment.
9.		The company’s results of continuing operations in 2025 included an indefinite-lived asset impairment charge to reduce the carrying amount of a trade name asset to its fair value. The company’s results of continuing operations in 2024 included an indefinite-lived asset impairment charge to reduce the carrying amount of an IPR&D asset to its fair value.
10.		The company’s results of continuing operations in 2025 and 2024 included goodwill impairment charges related to the Front Line Care reporting unit within its Healthcare Systems & Technologies segment. The company’s results of discontinued operations in 2024 included a goodwill impairment charge related to the Chronic Therapies reporting unit within its former Kidney Care segment.
11.		The company’s results of continuing operations in 2025 included a gain on sale of a long-lived asset.
12.		The company’s results of continuing operations in 2025 included a gain on the early extinguishment of debt.
13.		The company’s results of discontinued operations in 2025 included a gain from the sale of its former Kidney Care segment, partially offset by the final settlement of certain net working capital adjustments made in accordance with the Kidney Care Equity Purchase Agreement.
14.		The company’s results of continuing operations in 2025 included income tax expense primarily related to an increase in reserves for uncertain tax positions, increases to its valuation allowances related to the realizability of its deferred tax assets and a step-up in Swiss Valuation allowances, partially offset by a tax benefit from an internal reorganization which resulted in a capital loss. The company’s results of discontinued operations in 2025 included indirect impacts of the carryback of tax benefits generated by the sale of its former Kidney Care business to prior years and an income tax benefit attributable to the allocation of reserves for uncertain tax positions to discontinued operations, partially offset by an income tax expense primarily related to increases to its valuation allowances related to the realizability of its deferred tax assets. The company’s results of continuing operations in 2024 included income tax expense consisting of a valuation allowance recorded to reduce the carrying amount of a tax attribute carryforward in the U.S., net income tax costs on internal reorganizations related to the sale of its former Kidney Care segment, legislative changes under IRC Section 987 in the U.S., and a revaluation of the Swiss basis step-up deferred tax asset and related valuation allowance that arose from Swiss tax reform legislation in 2019 that was partially offset by a decrease in such valuation allowance to reflect the company’s current estimate of recoverability of the basis step-up deferred tax asset. The company’s results of discontinued operations in 2024 included income tax costs on internal reorganizations related to the sale of its former Kidney Care segment, partially offset by an income tax benefit related to the deductibility of certain separation costs in the U.S.
		For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC.

Sales by Operating Segment

(unaudited)

($ in millions)

The Medical Products & Therapies segment includes sales of our sterile IV solutions, infusion systems, administration sets, parenteral nutrition therapies and surgical hemostat, sealant and adhesion prevention products. The Healthcare Systems & Technologies segment includes sales of our connected care solutions and collaboration tools, including smart bed systems, patient monitoring systems and diagnostic technologies, respiratory health devices and advanced equipment for the surgical space, including operating room integration technologies, precision positioning devices and other accessories. The Pharmaceuticals segment includes sales of specialty injectable pharmaceuticals, inhaled anesthesia and drug compounding. Other sales not allocated to a segment primarily include sales to Vantive, pursuant to the Kidney Care Manufacturing and Supply Agreement (MSA) and of products and services provided directly through certain of our manufacturing facilities.

	Three Months Ended December 31,				% Change @ Actual Rates		% Change @ Operational Sales Growth		Year Ended December 31,				% Change @ Actual Rates		% Change @ Operational Sales Growth
		2025		2024	% Change @ Actual Rates		% Change @ Operational Sales Growth			2025		2024	% Change @ Actual Rates		% Change @ Operational Sales Growth
Infusion Therapies & Technologies	$	1,060	$	1,022	4	%	1	%	$	4,101	$	4,103	(0	)%	1	%
Advanced Surgery		328		292	12	%	11	%		1,198		1,104	9	%	8	%
Medical Products & Therapies		1,388		1,314	6	%	4	%		5,299		5,207	2	%	2	%
Care & Connectivity Solutions		537		504	7	%	4	%		1,911		1,814	5	%	4	%
Front Line Care		290		280	4	%	3	%		1,160		1,137	2	%	2	%
Healthcare Systems & Technologies		827		784	5	%	4	%		3,071		2,951	4	%	3	%
Injectables & Anesthesia		352		383	(8	)%	(9	)%		1,352		1,373	(2	)%	(2	)%
Drug Compounding		316		260	22	%	18	%		1,141		1,038	10	%	9	%
Pharmaceuticals		668		643	4	%	2	%		2,493		2,411	3	%	3	%
Other		91		12	658	%	(58	)%		381		67	469	%	(24	)%
Total – Continuing Operations	$	2,974	$	2,753	8	%	3	%	$	11,244	$	10,636	6	%	3	%

Operational sales growth is a non-GAAP measure. For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC. Segment Operating Income (unaudited) ($ in millions)
	Three months ended December 31,						Twelve months ended December 31,
(in millions)		2025			2024			2025			2024
Medical Products & Therapies	$	214		$	217		$	970		$	950
% of Segment Net Sales		15.4	%		16.5	%		18.3	%		18.2	%
Healthcare Systems & Technologies		126			145			441			468
% of Segment Net Sales		15.2	%		18.5	%		14.4	%		15.9	%
Pharmaceuticals		39			102			222			313
% of Segment Net Sales		5.8	%		15.9	%		8.9	%		13.0	%
Other		23			3			43			18
Total		402			467			1,676			1,749
Unallocated corporate costs		(50	)		(48	)		(86	)		(275	)
Intangible asset amortization expense		(145	)		(154	)		(598	)		(625	)
Business optimization items		(78	)		(113	)		(178	)		(162	)
European medical devices regulation		(6	)		(8	)		(21	)		(33	)
Indefinite-lived asset impairments		(290	)		(50	)		(290	)		(50	)
Separation-related costs		(18	)		—			(58	)		—
Legal matters		—			—			(11	)		(17	)
Acquisition and integration items		(13	)		(7	)		(27	)		(23	)
Product-related reserves		(52	)		(12	)		(113	)		(15	)
Hurricane Helene costs		(10	)		(85	)		(133	)		(110	)
Goodwill impairments		(485	)		(425	)		(485	)		(425	)
Gain on sale of long-lived asset		16			—			16			—
Total operating income (loss)		(729	)		(435	)		(308	)		14
Interest expense, net		58			90			238			341
Other (income) expense, net		(31	)		(4	)		(41	)		(38	)
Income (loss) from continuing operations before income taxes	$	(756	)	$	(521	)	$	(505	)	$	(289	)

BAXTER INTERNATIONAL INC. Operating Segment Sales by U.S. and International (unaudited) ($ in millions)

	Three Months Ended December 31,
	2025						2024						% Growth
	U.S.		International		Total		U.S.		International		Total		U.S.		International		Total
Infusion Therapies & Technologies	$	543	$	517	$	1,060	$	561	$	461	$	1,022	(3	)%	12	%	4	%
Advanced Surgery		177		151		328		157		135		292	13	%	12	%	12	%
Medical Products & Therapies		720		668		1,388		718		596		1,314	0	%	12	%	6	%
Care & Connectivity Solutions		367		170		537		366		138		504	0	%	23	%	7	%
Front Line Care		219		71		290		208		72		280	5	%	(1	)%	4	%
Healthcare Systems & Technologies		586		241		827		574		210		784	2	%	15	%	5	%
Injectables & Anesthesia		190		162		352		214		169		383	(11	)%	(4	)%	(8	)%
Drug Compounding		—		316		316		—		260		260	0	%	22	%	22	%
Pharmaceuticals		190		478		668		214		429		643	(11	)%	11	%	4	%
Other		56		35		91		4		8		12	1,300	%	338	%	658	%
Total – Continuing Operations	$	1,552	$	1,422	$	2,974	$	1,510	$	1,243	$	2,753	3	%	14	%	8	%

BAXTER INTERNATIONAL INC. Operating Segment Sales by U.S. and International (unaudited) ($ in millions)

	Year Ended December 31,
	2025						2024						% Growth
	U.S.		International		Total		U.S.		International		Total		U.S.		International		Total
Infusion Therapies & Technologies	$	2,236	$	1,865	$	4,101	$	2,279	$	1,824	$	4,103	(2	)%	2	%	(0	)%
Advanced Surgery		648		550		1,198		603		501		1,104	7	%	10	%	9	%
Medical Products & Therapies		2,884		2,415		5,299		2,882		2,325		5,207	0	%	4	%	2	%
Care & Connectivity Solutions		1,372		539		1,911		1,311		503		1,814	5	%	7	%	5	%
Front Line Care		871		289		1,160		843		294		1,137	3	%	(2	)%	2	%
Healthcare Systems & Technologies		2,243		828		3,071		2,154		797		2,951	4	%	4	%	4	%
Injectables & Anesthesia		749		603		1,352		780		593		1,373	(4	)%	2	%	(2	)%
Drug Compounding		—		1,141		1,141		—		1,038		1,038	0	%	10	%	10	%
Pharmaceuticals		749		1,744		2,493		780		1,631		2,411	(4	)%	7	%	3	%
Other		246		135		381		34		33		67	624	%	309	%	469	%
Total – Continuing Operations	$	6,122	$	5,122	$	11,244	$	5,850	$	4,786	$	10,636	5	%	7	%	6	%

BAXTER INTERNATIONAL INC. Reconciliation of Non-GAAP Financial Measure Operating Cash Flow to Free Cash Flow (unaudited) ($ in millions)
	Year Ended December 31,
		2025			2024
Cash flows from (used in) operations – continuing operations	$	951		$	819
Cash flows from (used in) investing activities – continuing operations		(464	)		(410	)
Cash flows from (used in) financing activities		(4,216	)		(1,081	)

Cash flows from (used in) operations – continuing operations	$	951		$	819
Capital expenditures – continuing operations		(513	)		(446	)
Free cash flow – continuing operations	$	438		$	373

Free cash flow is a non-GAAP measure. For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC. Reconciliation of Non-GAAP Financial Measure Change in Net Sales Growth As Reported to Operational Sales Growth From The Three Months Ended December 31, 2024 to The Three Months Ended December 31, 2025 (unaudited)

	Net Sales Growth As Reported		Kidney Care MSA		Exit of IV Solutions in China		FX		Operational Sales Growth*
Infusion Therapies & Technologies	4	%	0	%	0	%	(3	)%	1	%
Advanced Surgery	12	%	0	%	0	%	(1	)%	11	%
Medical Products & Therapies	6	%	0	%	0	%	(2	)%	4	%
Care & Connectivity Solutions	7	%	0	%	0	%	(3	)%	4	%
Front Line Care	4	%	0	%	0	%	(1	)%	3	%
Healthcare Systems & Technologies	5	%	0	%	0	%	(1	)%	4	%
Injectables & Anesthesia	(8	)%	0	%	0	%	(1	)%	(9	)%
Drug Compounding	22	%	0	%	0	%	(4	)%	18	%
Pharmaceuticals	4	%	0	%	0	%	(2	)%	2	%
Other	658	%	(700	)%	0	%	(16	)%	(58	)%
Total – Continuing Operations	8	%	(3	)%	0	%	(2	)%	3	%

*Totals may not add across due to rounding

Operational sales growth is a non-GAAP measure. For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC. Reconciliation of Non-GAAP Financial Measure Change in Net Sales Growth As Reported to Operational Sales Growth From The Year Ended December 31, 2024 to The Year Ended December 31, 2025 (unaudited)

	Net Sales Growth As Reported		Kidney Care MSA		Exit of IV Solutions in China		FX		Operational Sales Growth*
Infusion Therapies & Technologies	(0	)%	0	%	1	%	(0	)%	1	%
Advanced Surgery	9	%	0	%	0	%	(1	)%	8	%
Medical Products & Therapies	2	%	0	%	1	%	(1	)%	2	%
Care & Connectivity Solutions	5	%	0	%	0	%	(1	)%	4	%
Front Line Care	2	%	0	%	0	%	(0	)%	2	%
Healthcare Systems & Technologies	4	%	0	%	0	%	(1	)%	3	%
Injectables & Anesthesia	(2	)%	0	%	0	%	(0	)%	(2	)%
Drug Compounding	10	%	0	%	0	%	(1	)%	9	%
Pharmaceuticals	3	%	0	%	0	%	(0	)%	3	%
Other	469	%	(493	)%	0	%	(0	)%	(24	)%
Total – Continuing Operations	6	%	(3	)%	0	%	(0	)%	3	%

*Totals may not add across due to rounding

Operational sales growth is a non-GAAP measure. For more information on the company’s use of non-GAAP financial measures, please see the Non-GAAP Financial Measures section of this press release.

BAXTER INTERNATIONAL INC. Projected Full Year 2026 U.S. GAAP Sales Growth to Projected Organic Sales Growth and Projected Full Year 2026 Adjusted Earnings Per Share (unaudited)

Sales Growth Guidance	FY 2026*
Sales growth – U.S. GAAP	Flat – 1%
Kidney Care MSA	~30 bps
Foreign Exchange	(~100 bps)
Organic sales growth	~ Flat

Adjusted Earnings Per Share Guidance	FY 2026
Adjusted diluted EPS	$1.85 – $2.05

*Totals may not foot due to rounding

Baxter calculates forward-looking non-GAAP financial measures based on forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic sales growth represents the company’s targeted future sales growth excluding the impact of the Kidney Care MSA not reflected in reportable segments, impacts associated with business acquisitions or divestitures, and is calculated on a constant currency basis, as if foreign currency exchange rates had remained constant between the prior and current periods. Additionally, forward-looking adjusted diluted EPS guidance excludes potential charges or gains that would be reflected as non-GAAP adjustments to earnings. Baxter provides forward-looking organic sales growth guidance and adjusted diluted EPS guidance because it believes that these measures provide useful information for the reasons noted above. Baxter has not provided reconciliations of forward-looking adjusted EPS guidance to forward-looking GAAP EPS guidance because the company is unable to predict with reasonable certainty the impact of legal proceedings, future business optimization actions, separation-related costs, integration-related costs, asset impairments and unusual gains and losses, and the related amounts are unavailable without unreasonable efforts (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). In addition, Baxter believes that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260211181308/en/

Media Contact

Andrea Johnson, (224) 948-5353

[email protected]

Investor Contact

Kevin Moran, (224) 948-3085

[email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Health Medical Supplies Medical Devices

MEDIA:

February 12, 2026 7:18 am

Driven Brands Holdings Inc. to Host Fourth Quarter and Year-End Earnings Call on February 25, 2026

Driven Brands Holdings Inc. to Host Fourth Quarter and Year-End Earnings Call on February 25, 2026

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) will release its financial results for the fourth quarter and year ended December 27, 2025, before the market opens on February 25, 2026. Following the release, management will host a conference call at 8:30 a.m. ET to review the Company’s financial and operating performance.

The call will be available by webcast and can be accessed by visiting the Company’s Investor Relations website at investors.drivenbrands.com. A replay of the call will be available for at least three months.

About Driven Brands

Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including oil change, paint, collision, glass, vehicle repair, and maintenance. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change^®, Meineke Car Care Centers^®, Maaco^®, 1-800-Radiator & A/C^®, Auto Glass Now^®, and CARSTAR^®. Driven Brands has approximately 4,200 locations across North America, and services tens of millions of vehicles annually. Driven Brands’ network generates approximately $1.8 billion in annual revenue from approximately $6.1 billion in system-wide sales.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260210013689/en/

Shareholder/Analyst inquiries:

Steve Alexander

[email protected]

(972) 467-6180

Media inquiries:

Taylor Blanchard

[email protected]

(704) 644-8129

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Aftermarket Automotive Specialty Other Automotive Automotive Manufacturing General Automotive Manufacturing Retail

MEDIA:

Logo

February 12, 2026 7:16 am

Brunswick Corporation Declares Quarterly Dividend

METTAWA, Ill., Feb. 12, 2026 (GLOBE NEWSWIRE) — The Board of Directors of Brunswick Corporation (NYSE: BC) today declared a quarterly dividend on its common stock of $0.44 per share.

This marks the 14^th consecutive year of dividend increases.

The dividend will be payable on March 13, 2026, to shareholders of record at the close of business on February 23, 2026.

“This year’s dividend increase highlights our unwavering commitment to delivering value for our shareholders and our confidence in Brunswick’s long-term vision,” said Dave Foulkes, Brunswick Corporation CEO. “We remain focused on advancing innovation across our industry-leading brands, investing in transformative technologies, and building on our record of sustained growth.”

About Brunswick Corporation:

Brunswick Corporation (NYSE: BC) is the global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond. Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests™”. Brunswick is dedicated to industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Brunswick is home to more than 60 industry-leading brands. In the category of Marine Propulsion, these brands include, Mercury Marine, Mercury Racing, MerCruiser, and Flite. Brunswick’s comprehensive collection of parts, accessories, distribution, and technology brands includes Mercury Parts & Accessories, Land ‘N’ Sea, Lowrance, Simrad, B&G, Mastervolt, Attwood, and Whale. Our boat brands are some of the best known in the world, including Boston Whaler, Lund, Sea Ray, Bayliner, Harris Pontoons, Princecraft, and Quicksilver. Our service, digital and shared-access businesses include Freedom Boat Club, Boateka, and a range of financing, insurance, and extended warranty businesses. While focused primarily on the marine industry, Brunswick also successfully leverages its portfolio of advanced technologies to deliver an exceptional suite of solutions in mobile and industrial applications. Headquartered in Mettawa, IL, Brunswick has approximately 15,000 employees operating in 26 countries. In 2025, Brunswick was named America’s Most Trusted Companies by Forbes Magazine in addition to winning more than 100 awards across the enterprise for the fourth straight year. For more information, visit www.Brunswick.com

Forward-Looking Statements

Certain statements in this news release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “will,” “expect,” “anticipate,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “estimate,” “believe,” “predict,” “outlook,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this news release. These risks include, but are not limited to: the effect of adverse general economic conditions, including rising interest rates, and the amount of disposable income consumers have available for discretionary spending; changes to trade policy and tariffs, including retaliatory tariffs; fiscal and monetary policy changes; adverse capital market conditions; changes in currency exchange rates; competitive pricing pressures; higher energy and fuel costs; managing our manufacturing footprint and operations; loss of key customers; international business risks, geopolitical tensions or conflicts, sanctions, embargoes, or other regulations; actual or anticipated increases in costs, disruptions of supply, or defects in raw materials, parts, or components we purchase from third parties; supplier manufacturing constraints, increased demand for shipping carriers, and transportation disruptions; adverse weather conditions, climate change events and other catastrophic event risks; our ability to develop new and innovative products and services at a competitive price; absorbing fixed costs in production; our ability to meet demand in a rapidly changing environment; public health emergencies or pandemics; our ability to successfully implement our strategic plan and growth initiatives; attracting and retaining skilled labor, implementing succession plans for key leadership and executing organizational and leadership changes; our ability to integrate acquisitions and the risk for associated disruption to our business; the risk that restructuring or strategic divestitures will not provide business benefits; our ability to identify and complete targeted acquisitions; maintaining effective distribution; dealer and customer ability to access adequate financing; inventory reductions by dealers, retailers, or independent boat builders; requirements for us to repurchase inventory; risks related to the Freedom Boat Club franchise business model; outages, breaches, or other cybersecurity events regarding our technology systems, which have affected and could further affect manufacturing and business operations and could result in lost or stolen information and associated remediation costs; our ability to protect our brands and intellectual property; an impairment to the value of goodwill and other assets; product liability, warranty, and other claims risks; legal, environmental, and other regulatory compliance, including increased costs, fines, and reputational risks; risks associated with joint ventures that do not operate solely for our benefit; changes in income tax legislation or enforcement; managing our share repurchases; and risks associated with certain divisive shareholder activist actions.

Additional risk factors are included in the Company’s Annual Report on Form 10-K for 2024 and in subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made, and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this news release.

Lee
Gordon —
Chief Communications Officer
M: (904) 860-8848 | O: (847) 735-4003

February 12, 2026 7:11 am

Advanced Drainage Systems Announces Proposed $500 Million Senior Notes Offering

Advanced Drainage Systems Announces Proposed $500 Million Senior Notes Offering

HILLIARD, Ohio–(BUSINESS WIRE)–
Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries, today announced that the Company intends, subject to market and other conditions, to commence an offering (the “Offering”) of up to $500 million aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by each of the Company’s present and future direct and indirect domestic subsidiaries that guarantee its senior secured credit facility.

In connection with the issuance of the Notes, the Company expects to amend its existing senior secured credit facility to (i) increase the revolving credit facility from $600 million to $750 million, (ii) increase the term loan “B” from $408 million to $600 million, and (iii) extend the maturity date (the “Amended Credit Facility”). The closing of this Offering is not conditioned on the closing of the Amended Credit Facility. The completion of the Amended Credit Facility is also subject to customary closing conditions and there can be no assurance as to whether or when the Amended Credit Facility may be completed, if at all.

The Company intends to use the net proceeds from the Offering, together with the proceeds of the term loan “B” portion of the Amended Credit Facility, to refinance the outstanding balance under the existing senior secured credit facility and redeem all of the Company’s outstanding 5.000% senior notes due 2027 with the balance for general corporate purposes.

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold within the United States or to United States persons, except to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or the related guarantees, nor will there be any sale of the Notes, or the related guarantees in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release does not constitute a notice of redemption with respect to ADS’ 5.000% senior notes due 2027. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About the Company

Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps millions of pounds of plastic out of landfills each year. Founded in 1966, ADS’ water management solutions are designed to last for decades.

Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: disruption or volatility in general business and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions and the ability to do so within anticipated time frames, including our ability to successfully complete the acquisition of NDS and to integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities or delays, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effect of global climate change; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, and robotics on our business and operations; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to appropriately address any environmental concerns that may arise from our activities; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260211552365/en/

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

[email protected]

KEYWORDS: United States North America Ohio

INDUSTRY KEYWORDS: Urban Planning Manufacturing Construction & Property Other Natural Resources Building Systems Recycling Utilities Natural Resources Environment Energy Engineering

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February 12, 2026 7:09 am

Gilat Receives Over $16 Million Order to Supply SATCOM Systems to a European Ministry of Defense

Represents
Gilat
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PETAH TIKVA, Israel, Feb. 12, 2026 (GLOBE NEWSWIRE) — Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT), a worldwide leader in satellite networking technology, solutions, and services, today announced that Gilat DataPath received an order for over $16 million to supply multiple units of the DKET 3421 transportable terminal to a European Ministry of Defense. Deliveries are expected over the next 12 months.

Gilat DataPath’s WGS-certified DKET 3421 is a combat-proven, 4.2 meter, rugged terminal designed to meet the most demanding mission requirements. Featuring multi-carrier capability and a scalable modem architecture of up to 32 modems, the system enables high-throughput, resilient connectivity for forward-deployed forces. With defense organizations increasingly focused on flexible and rapidly deployable communications, the DKET platform has become a trusted global solution for hub-class SATCOM infrastructure in dynamic environments.

“We are proud to support sovereign defense communication programs with secure and relocatable SATCOM infrastructure,” said Nicole Robinson, President, Gilat DataPath. “Our expanding presence across Europe is driven by clear demand for field‑proven systems like our DKET 3421, already relied on by the U.S. Army and Ministries of Defense around the world.”

About Gilat

Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical connectivity across commercial and defense applications. We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

Together with our wholly owned subsidiaries Gilat Wavestream, Gilat DataPath, and Gilat Stellar Blu, we offer integrated, high-value solutions supporting multi-orbit constellations, Very High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio is comprised of a software-defined platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas and ESAs, highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC) and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity services.

Gilat’s products and tailored solutions support multiple applications including government and defense, IFC and mobility, cellular backhaul, enterprise, aerospace and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: http://www.gilat.com

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, inability to maintain market acceptance to Gilat’s products, inability to timely develop and introduce new technologies, products and applications, rapid changes in the market for Gilat’s products, loss of market share and pressure on prices resulting from competition, introduction of competing products by other companies, inability to manage growth and expansion, loss of key OEM partners, inability to attract and retain qualified personnel, inability to protect the Company’s proprietary technology and risks associated with Gilat’s international operations and its location in Israel. For additional information regarding these and other risks and uncertainties associated with Gilat’s business, reference is made to Gilat’s reports filed from time to time with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements for any reason.

Contact:

Gilat Satellite Networks

[email protected]

February 12, 2026 7:08 am

CareDx Announces Clinical Validation Results for AlloHeme™, the First AI‑Powered NGS Surveillance Solution for AML and MDS Post‑Cell Therapy

CareDx Announces Clinical Validation Results for AlloHeme™, the First AI‑Powered NGS Surveillance Solution for AML and MDS Post‑Cell Therapy

AlloHeme Identified Cancer Relapse Earlier Than Standard Monitoring Methods in AML and MDS Patients Following Allogeneic HCT

Ultra‑Sensitive, Non‑Invasive Surveillance Solution Expected to Launch Commercially in the U.S. in 2027 as Part of CareDx’s Transplant+ Precision Medicine Portfolio

BRISBANE, Calif.–(BUSINESS WIRE)–
CareDx, Inc. (Nasdaq: CDNA) — The Transplant Company™, a leading precision medicine company focused on the discovery, development, and commercialization of clinically differentiated, high‑value healthcare solutions for transplant patients and caregivers, today announced pivotal clinical validation results of AlloHeme™, a non-invasive, next‑generation sequencing (NGS)–based, and artificial intelligence (AI)-powered monitoring test designed to predict relapse in patients with acute myeloid leukemia (AML) and myelodysplastic syndromes (MDS) following allogeneic hematopoietic cell transplant (HCT). This approach enables the detection of emerging relapse signals earlier than traditional bone marrow-based or marker-specific methods, offering a universal, ultra‑sensitive, blood‑based surveillance solution for post‑HCT AML and MDS patients. The data, generated as part of the ACROBAT study (NCT04635384), were presented at the 2026 Tandem Meetings and will also be reviewed alongside commercial launch plans during CareDx’s investor webcast on February 12, 2026, at investors.caredx.com.

The successful clinical validation of AlloHeme represents a key milestone in CareDx’s Transplant+ strategy, expanding the Company’s precision medicine capabilities into cell therapy, hematology, and oncology by enabling highly sensitive, tumor-naive surveillance for relapse following HCT in patients with AML and MDS. By addressing a major gap in post-HCT relapse monitoring for AML and MDS patients, this initiative broadens CareDx’s impact beyond solid organ transplantation and into areas of growing clinical need.

“Cancer relapse remains a leading cause of mortality in patients with AML and MDS post allogeneic hematopoietic cell transplantation,” said Dr. Jeff Teuteberg, MD, CareDx Chief Medical Officer. “AlloHeme represents the next wave of innovation within CareDx’s Transplant+ strategy as we expand from solid organ transplantation into cell therapy, by providing clinicians with a highly sensitive, blood‑based tool that can help identify relapse earlier. The ACROBAT data highlight the potential clinical value this test offers physicians, patients, and cell therapy centers. We are excited to bring this innovative technology to market in a capacity that only CareDx offers – alongside a full suite of patient and digital solutions for the cell therapy community.”

The ACROBAT study is a prospective, multi‑center, observational trial conducted across 11 U.S. transplant centers. The 24‑month analysis included 198 evaluable subjects and 40 relapse events. AlloHeme demonstrated strong clinical performance, including 85% sensitivity and 92% specificity. This translated to a 95% negative predictive value, 79% positive predictive value, and an area under the curve of 0.89. The assay identified relapse a median of 41 days before clinical detection. At 6 months post-transplant, patients with positive AlloHeme results showed a 12-fold higher relapse risk compared to patients with negative AlloHeme results (p<0.001). AlloHeme also demonstrated greater sensitivity and lead time than traditional standard of care testing, including more invasive bone marrow and multi‑parameter flow cytometry (MFC‑MRD), as reported by sites in the clinical trial.

“These data represent an important step forward in relapse surveillance for AML and MDS,” said Dr. Ran Reshef, MD, MSc, Professor of Medicine at Columbia University and Director of Translational Research for the Blood and Marrow Transplantation Program. “AlloHeme offers a simple, effective strategy to identify high-risk patients early, potentially opening the door for preemptive interventions to prevent relapse and improve survival.”

A Strategic Expansion into Cell Therapy

The introduction of AlloHeme represents a significant step in CareDx’s Transplant+ strategic expansion into the cell therapy and hematologic malignancy market, where AML and MDS currently lack a highly sensitive and universally applicable commercial molecular monitoring solution. CareDx’s Transplant+ strategy includes developing a suite of molecular tools for cell therapy, hematology, and oncology that span allogeneic HCT relapse detection and chimeric antigen receptor T-cell therapy (CAR‑T) persistence monitoring.

CareDx anticipates a sequenced U.S. launch of AlloHeme beginning with CLIA readiness in 2026, followed by commercial introduction in 2027 and payer coverage anticipated in 2028.

About CareDx

CareDx is a precision medicine company dedicated to improving outcomes for transplant patients and advancing organ health. The Company’s integrated solutions include non‑invasive molecular testing for heart, kidney, and lung transplants; laboratory products; digital health technologies; and patient solutions that support care before and after transplant. CareDx is the leading provider of genomics‑based information for transplant patients. For more information, please visit www.caredx.com.

Forward Looking Statements

This press release includes forward-looking statements related to CareDx including statements regarding the potential benefits and results that may be achieved with AlloHeme. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks that CareDx does not realize the expected benefits of AlloHeme , risks that the findings in the ACROBAT study supporting the data may be inaccurate, general economic and market factors, and other risks discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by CareDx with the SEC on February 28, 2025, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed by CareDx with the SEC on November 4, 2025, and other reports that CareDx has filed with the SEC. Any of these may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260212430487/en/

CareDx, Inc.

Media

Natasha Moshirian Wagner

[email protected]

Investor Relations

Caroline Corner

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Research Pharmaceutical Oncology Medical Devices Technology Hospitals Artificial Intelligence Health Technology Science Surgery Biotechnology Health

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February 12, 2026 7:08 am

NeoGenomics Introduces PanTracer Pro to Support Timely, Informed Solid Tumor Therapy Selection

NeoGenomics Introduces PanTracer Pro to Support Timely, Informed Solid Tumor Therapy Selection

New integrated testing approach provides potential to deliver earlier biomarker insights, reduce diagnostic uncertainty in complex cancer cases, and enable confident clinical decisions

FORT MYERS, Fla.–(BUSINESS WIRE)–
NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of oncology diagnostic solutions that enable precision medicine, today announced the availability of PanTracer Pro, a new addition to the PanTracer® Family, designed to help clinicians navigate increasingly complex molecular testing workflows to make informed decisions for patients with advanced-stage solid tumors.

As precision oncology continues to evolve, clinicians face growing diagnostic complexity, increasing biomarker requirements, and mounting pressure to initiate treatment quickly, often before a complete molecular profile is available. Fragmented testing workflows, sequential ordering, and tissue limitations can delay care and introduce uncertainty at critical decision points. PanTracer Pro was developed to address these challenges more comprehensively and earlier in the diagnostic pathway.

“Every delay or unanswered question in the diagnostic process can affect how quickly patients begin treatment,” said Tony Zook, chief executive officer at NeoGenomics. “PanTracer Pro is designed to help clinicians get the information they need earlier and more reliably, so care teams can plan next steps with greater clarity and confidence across the care journey.”

PanTracer Pro integrates broad, comprehensive genomic profiling (CGP) with diagnosis-directed immunohistochemistry (IHC) and ancillary testing selected based on tumor type. By delivering comprehensive, guideline-aligned insights through a single coordinated order, PanTracer Pro enables physicians to ensure relevant biomarkers are assessed upfront rather than through multiple, sequential tests. Turnaround time for the test is 8–10 days, supporting timely real-world treatment decisions.

Beyond streamlining test selection, PanTracer Pro may help identify clinically relevant biomarkers that can be missed with incomplete testing. The ability of PanTracer Pro to combine broad DNA and RNA sequencing across more than 500 cancer-related genes with tumor-specific ancillary testing supports therapy selection, helps identify potential clinical trial options, and facilitates personalized treatment planning based on a patient’s unique tumor biology. When tissue samples are insufficient or unavailable, cases can automatically reflex to PanTracer LBx™, NeoGenomics’ pan-solid tumor liquid biopsy assay, allowing clinicians to continue diagnostic workup without restarting the process.

About NeoGenomics

NeoGenomics, Inc. is a premier cancer diagnostics company specializing in cancer genetics testing and information services. We offer one of the most comprehensive oncology-focused testing menus across the cancer continuum, serving oncologists, pathologists, hospital systems, academic centers, and pharmaceutical firms with innovative diagnostic and predictive testing to help them diagnose and treat cancer. Headquartered in Fort Myers, FL, NeoGenomics operates a network of CAP-accredited and CLIA-certified laboratories for full-service sample processing and analysis services throughout the US and a CAP-accredited full-service sample-processing laboratory in Cambridge, United Kingdom.

Forward Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “can,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” “guidance,” “potential” and other words of similar meaning, although not all forward-looking statements include these words. These forward-looking statements include statements regarding the design and capabilities of PanTracer Pro, including its potential to deliver earlier biomarker insights through a single coordinated order, reduce diagnostic uncertainty in complex cancer cases and enable confident clinical decisions earlier in the diagnostic pathway; the expected timeline for availability of test results from the PanTracer Pro solution; the potential of PanTracer Pro to help identify clinically relevant biomarkers and support therapy selection, identify potential clinical trial options and facilitate personalized treatment; and the potential for the Company’s PanTracer Family solutions to help clinicians navigate increasingly complex molecular testing workflows to make informed decisions for patients with advanced-stage solid tumors. Each forward-looking statement contained in this press release is subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Applicable risks and uncertainties include, among others, risks with respect to the Company’s launch of PanTracer Pro and the Company’s ability to execute on its strategic priorities, as well as the risks identified under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission.

We caution investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov and in the “Investors” section of our website at ir.neogenomics.com, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document (unless another date is indicated), and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260212769837/en/

Investor Contact

Kendra Webster

[email protected]

Media Contact

Andrea Sampson

[email protected]

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Radiology Biotechnology Medical Supplies Oncology Health Medical Devices Hospitals Genetics

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February 12, 2026 7:07 am

FiscalNote Announces Major Expansion Into Political Prediction Markets

FiscalNote Announces Major Expansion Into Political Prediction Markets

Unveils Political Predictions Preview Site
Enters Into Strategic Partnership Memorandum of Understanding (MOU) with Prediction Market Technology Company 365Prediction
Engages Industry-Leading Expert Dr. Laila Mintas to Support Go-to-Market Execution
Targets a Rapidly Scaling Opportunity as Prediction Market Trading Volumes and Adoption Continue to Accelerate

WASHINGTON–(BUSINESS WIRE)–
FiscalNote Holdings, Inc. (NYSE: NOTE), a global leader in AI-driven policy and regulatory intelligence, today announced a major expansion into the rapidly growing political prediction market, a category attracting increased attention as interest in outcome-based forecasting accelerates. The Company has introduced a preview experience at PoliticalPredictions.com, highlighting its plans to establish a presence across multiple layers of the political prediction ecosystem, leveraging the Company’s distinctive portfolio of relevant datasets, advanced AI capabilities, policy-focused customers, and deep domain expertise.

“Prediction markets are rapidly emerging as a powerful new way to understand, anticipate, and engage with outcomes across a wide range of domains,” said Josh Resnik, President & CEO of FiscalNote. “As public interest in politics and policy decisions accelerates, this category is poised to reshape how political insight is formed, shared, and acted upon, extending well beyond traditional audiences. With this expansion into prediction markets, FiscalNote is positioning itself to define this space over time, bringing its policy intelligence, data sets, and expertise into a category that is still taking shape. We see a significant opportunity to build new, differentiated businesses at the intersection of policy, data, and public decision-making.”

The addressable opportunity for political prediction markets is expanding rapidly as market-based forecasting gains mainstream attention and adoption. Growth across prediction markets more broadly has been driven by rising consumer interest in outcome-based insights, with monthly trading volumes in the billions of dollars and surging participation around major events — including record activity tied to the Super Bowl — highlighting the rapid expansion of event-driven forecasting markets. As prediction-based engagement extends beyond traditional domains such as sports into political and policy outcomes, regulatory frameworks are beginning to provide clearer pathways for lawful innovation, creating opportunity for added scale across an expanding set of use cases. These dynamics create a timely opportunity to bring credible, policy-informed insight to an emerging category that is increasingly shaping how outcomes are anticipated and understood.

To further strengthen its position as it enters this market, FiscalNote has engaged leading experts in prediction markets, regulation, and market design. FiscalNote has appointed Dr. Laila Mintas, an authority in the design, regulation and commercialization of prediction markets, as a Strategic Advisor for this initiative. Dr. Mintas brings more than two decades of hands-on experience building and advising regulated betting and prediction platforms, with a track record spanning sports, iGaming, and digital markets. Her background includes global senior executive and advisory roles, including leadership roles at Sportradar (SRAD), FIFA, and CONCACAF. With Dr. Mintas’s extensive experience in market design, regulatory engagement, and platform launch and scale, she will advise FiscalNote on market credibility, regulatory considerations, and go-to-market strategy as it develops its political prediction offerings.

“I’m excited to support FiscalNote as it enters this compelling new market,” said Dr. Laila Mintas, Strategic Advisor to FiscalNote. “Prediction markets require careful design, credible data, and thoughtful regulatory considerations. Having spent over 20 years designing and advising on regulated markets, I see tremendous opportunity in political markets, and FiscalNote — with its deep policy expertise and advanced analytics — is uniquely positioned to build a platform that is transparent, reliable, and delivers actionable insights to users.”

In addition, FiscalNote has entered into a non-binding MOU to form a strategic partnership with 365Prediction, an innovative prediction market technology including advanced AI features, founded by Dr. Mintas. The parties expect to collaborate on market design, backend technologies, and product development. Under the partnership, the companies plan to explore potential integration of FiscalNote’s policy expertise and proprietary data with 365Prediction’s innovative technology platform as FiscalNote brings its credible, engaging, and data-driven political prediction experience to market.

Together, these initiatives reflect FiscalNote’s commitment to become a meaningful participant across multiple layers of the political prediction ecosystem as it continues to take shape. The PoliticalPredictions.com preview is an early but deliberate step toward building a broader prediction capability, enabling the Company to engage audiences, refine forecasting approaches, and advance market design across multiple potential applications over time. As this effort progresses, FiscalNote intends to work closely with its customers, partners, and domain experts to help shape a credible, transparent, and scalable approach to prediction-based insight in the political and policy arena, with the ambition to play a defining role in how this category evolves.

FiscalNote will host a live discussion on Wednesday, February 18, 2026 at 11:00 am ET, to discuss the opportunities in this market and FiscalNote’s approach to establishing a meaningful presence in this evolving space. Registration is available here: https://fiscalnote.com/events/political-prediction-markets. Further details, including presentation materials related to the initiative, are available on the Company’s Investor Relations website.

About FiscalNote

FiscalNote (NYSE: NOTE), the global leader in AI-driven policy intelligence, delivers its deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, its flagship platform. Built to ensure the most complete, real-time view of the policy landscape, PolicyNote delivers synthesized, expert-driven analysis integrated with AI-powered monitoring, fueled by the trusted analysis and reporting of CQ and Roll Call, and the grassroots mobilization power of VoterVoice. From the committee room to the board room, FiscalNote’s PolicyNote Suite ensures every user has the unmatched clarity and speed needed to understand and impact policy.

Safe Harbor Statement

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FiscalNote’s future financial or operating performance. For example, statements regarding FiscalNote’s financial outlook for future periods, expectations regarding profitability, capital resources and anticipated growth in the industry in which FiscalNote operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.

Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Factors that may impact such forward-looking statements include:

FiscalNote’s ability to successfully execute on its strategy to achieve and sustain organic growth through a focus on its core Policy business, including risks to FiscalNote’s ability to develop, enhance, and integrate its existing platforms, products, and services, bring highly useful, reliable, secure and innovative products, product features and services to market, attract new customers, retain existing customers, expand its products and service offerings with existing customers, expand into geographic markets or identify other opportunities for growth;
FiscalNote’s ability to successfully launch new product and service offerings in, or otherwise achieve the expected benefits of its expansion into, political and policy prediction markets;
FiscalNote’s future capital requirements, as well as its ability to service its repayment obligations and maintain compliance with covenants and restrictions under its existing debt agreements;
the risk that further U.S. government shutdowns or other public sector funding disruptions impact FiscalNote’s ability to enter into or renew public sector subscription contracts or generate advertising and events revenue as anticipated;
concentration of revenues from U.S. government agencies, changes in the U.S. government spending priorities, dependence on winning or renewing U.S. government contracts, delay, disruption or unavailability of funding on U.S. government contracts, and the U.S. government’s right to modify, delay, curtail or terminate contracts;
demand for FiscalNote’s services and the drivers of that demand;
the impact of cost reduction initiatives undertaken by FiscalNote;
risks associated with international operations, including compliance complexity and costs, increased exposure to fluctuations in currency exchange rates, political, social and economic instability, and supply chain disruptions;
FiscalNote’s ability to introduce new features, integrations, capabilities, and enhancements to its products and services, as well as obtain and maintain accurate, comprehensive, or reliable data to support its products and services;
FiscalNote’s reliance on third-party systems and data, its ability to integrate such systems and data with its solutions and its potential inability to continue to support integration;
FiscalNote’s ability to maintain and improve its methods and technologies, and anticipate new methods or technologies, for data collection, organization, and analysis to support its products and services;
potential technical disruptions, cyberattacks, security, privacy or data breaches or other technical or security incidents that affect FiscalNote’s networks or systems or those of its service providers;
competition and competitive pressures in the markets in which FiscalNote operates, including larger well-funded companies shifting their existing business models to become more competitive with FiscalNote;
FiscalNote’s ability to comply with laws and regulations in connection with selling products and services to U.S. and foreign governments and other highly regulated industries;
FiscalNote’s ability to retain or recruit key personnel;
FiscalNote’s ability to adapt its products and services for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to artificial intelligence, machine learning, data privacy and government contracts;
adverse general economic and market conditions reducing spending on our products and services;
the outcome of any known and unknown litigation and regulatory proceedings;
FiscalNote’s ability to maintain public company-quality internal control over financial reporting; and
FiscalNote’s ability to protect and maintain its brands and other intellectual property rights.

These and other important factors discussed in FiscalNote’s SEC filings, including its most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FiscalNote and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place reliance on forward-looking statements, which speak only as of the date they are made. FiscalNote undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260212054566/en/

Media

Yojin Yoon

[email protected]

Investor Relations

Jon Slabaugh

[email protected]

KEYWORDS: United States North America District of Columbia

INDUSTRY KEYWORDS: Data Management Technology Professional Services Business Apps/Applications Data Analytics Software Artificial Intelligence Fintech Insurance Finance

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