Market Newsdesk

April 21, 2026 6:48 am

AIMEI HEALTH TECHNOLOGY CO., LTD RECEIVES NASDAQ NOTICE REGARDING DELAYED ANNUAL REPORT

New York, NY, April 21, 2026 (GLOBE NEWSWIRE) — Aimei Health Technology Co., Ltd (the “Company”) (Nasdaq: AFJK) today announced that on April 17, 2026, it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”), the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). The Annual Report was due on March 31, 2026, and the Company filed a Notification of Late Filing on Form 12b-25 with the SEC on April 1, 2026.

The Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.

Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice to either file the Annual Report or submit a plan to Nasdaq to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, the Company may be granted up to 180 calendar days from the Annual Report’s due date to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

The Company is working diligently to complete and file the Annual Report and expects to regain compliance with the Listing Rule.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

About Aimei Health Technology Co., Ltd

Aimei Health Technology Co., Ltd is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to pursue prospective targets focused on healthcare innovation.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws. These statements are based on management’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.

For investor and media inquiries, please contact:

Aimei Health Technology Co., Ltd
10 East 53rd Street, Suite 3001
New York, NY 10022
Attention: Junheng Xie
Email: [email protected]

April 21, 2026 6:48 am

Stantec releases 19th annual Sustainability Report, highlighting 68% (C$5.5 billion) in sustainability-driven revenue

EDMONTON, Alberta and NEW YORK, April 21, 2026 (GLOBE NEWSWIRE) — TSX, NYSE:STN

Stantec, a global leader in sustainable design and engineering, released its 19th annual Sustainability Report, showcasing how sustainability is integrated into the Company’s strategy, growth, and operations. The report details Stantec’s sustainability practices, contributions, and accomplishments for the year ending December 31, 2025.

The firm’s 2025 sustainability milestones include:

C$5.5 billion in revenue from work that supports the United Nations’ core Sustainable Development Goals, representing 68 percent of total gross revenue. This reflects steady growth since the Company began tracking this work in 2019, when it represented 43 percent of total gross revenue.
Global operational carbon neutrality achieved for the fourth consecutive year, with continued progress toward net zero emissions under Canada’s Net Zero Challenge, an effort to help the country move toward a cleaner economy
Recognition by the Carbon Disclosure Project, earning an A- score for the eighth straight year for demonstrating consistent climate action

“The choices we make today shape communities, economies, and the environment of tomorrow,” said Gord Johnston, president and chief executive officer of Stantec. “This is why sustainability is embedded into everything we do—guiding how we live, move, work, and connect. By putting people first, we’re helping create a more resilient and sustainable environment where communities can thrive for generations to come.”

The report also brings Stantec’s impact to life through projects that demonstrate how sustainability translates into real-world outcomes:

Canada: Advancing cleaner, smarter manufacturing, Stantec supported Duravit’s new facility in Québec—one of the world’s first carbon-neutral manufacturing facilities in the hygienic ceramic industry. Stantec’s building engineering services enabled hydro-powered electric kilns, reducing emissions by nearly 9,000 tonnes of carbon dioxide equivalent annually.
United States: In the Klamath Basin of Oregon and California, one of the nation’s largest restoration efforts is revitalizing ecosystems and reconnecting communities. Working alongside Indigenous Nations and local partners, Stantec’s engineers and ecologists are restoring five fish-bearing tributaries, nearly 3.4 miles (5.5 kilometers) of stream channel, 2,200 acres (890 hectares) of native vegetation, and more than 400 miles (644 kilometers) of salmon habitat.
United Kingdom: Supporting the transition to cleaner, more reliable energy, the Vyrnwy Frankton Grid Connection in Mid-Wales enables new wind-generated electricity to reach the national grid. Stantec contributed early planning and design for the overhead line, substation, and underground cable infrastructure.
New Zealand: Following severe flooding and landslides that damaged over 311 miles (500 kilometers) of roads, Stantec partnered with the Marlborough District Council to shape a future access survey. The study engaged more than 1,500 participants through workshops, hui (gatherings), surveys, webinars, and community events—ensuring local voices informed long-term resilience planning.
Egypt: Protecting freshwater resources and expanding access to sanitation, Stantec supported the design of eight wastewater treatment plants around Lake Qarun in the Fayoum region. The project aims to increase access to safe sanitation from 33 percent to 70 percent during the first phase, benefiting approximately 700,000 people while safeguarding the lake’s ecosystem.

Stantec’s Sustainability Report is compliant with the Global Reporting Initiative and the Sustainability Accounting Standards Board. Explore the full report and learn more about Stantec’s Corporate Sustainability program.

About Stantec

Stantec empowers clients, people, and communities to rise to the world’s greatest challenges at a time when the world faces more unprecedented concerns than ever before. 

We are a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more.

Today’s communities transcend geographic borders. At Stantec, community means everyone with an interest in the work that we do—from our project teams and industry colleagues to our clients and the people our work impacts. The diverse perspectives of our partners and interested parties drive us to think beyond what’s previously been done on critical issues like climate change, digital transformation, and future-proofing our cities and infrastructure.

We are designers, engineers, scientists, project managers, and strategic advisors. We innovate at the intersection of community, creativity, and client relationships to advance communities everywhere, so that together we can redefine what’s possible.

Stantec trades on the TSX and the NYSE under the symbol STN. Visit us at stantec.com or find us on social media.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements regarding the initiatives and projects described above. Forward-looking statements also include any other statements that do not refer to historical facts. By their nature, forward-looking statements are based on assumptions and subject to inherent risks and uncertainties. There is a risk that the initiatives and projects described above may be delayed, cancelled, suspended or terminated. This could cause future results to differ materially from the forward-looking statements made in this news release. Except as may be required by law, Stantec undertakes no obligation to publicly update or revise any forward-looking statements. Forward-looking statements are provided herein for the purpose of giving information about the initiatives and projects referred to above and their expected impact. Readers are cautioned that such information may not be appropriate for other purposes.

Media Contact

Susan Bender
Stantec Media Relations
Ph: (267) 773-9593
[email protected]

Investor Contact

Jess Nieukerk
Stantec Investor Relations
Ph: (403) 569-5389
[email protected]

April 21, 2026 6:48 am

Atlantic Union Bankshares Reports First Quarter Financial Results

Atlantic Union Bankshares Reports First Quarter Financial Results

RICHMOND, Va.–(BUSINESS WIRE)–
Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $119.2 million and both basic and diluted earnings per common share of $0.84, for the first quarter of 2026 and adjusted operating earnings available to common shareholders⁽¹⁾ of $126.2 million and adjusted diluted operating earnings per common share⁽¹⁾ of $0.89 for the first quarter of 2026.

“Atlantic Union had a solid first quarter, reflecting disciplined execution and a successful conclusion of the Sandy Spring Bancorp, Inc. integration,” said John C. Asbury, president and chief executive officer of Atlantic Union. “Asset quality remains strong, our annualized first quarter loan growth rate improved year over year during a seasonally slow period and we continued to reduce higher costing brokered deposits. The underlying operating performance supports our continued confidence in achieving the financial metrics we established for the full year 2026 —namely, the targets for adjusted operating return on assets, return on tangible common equity, and efficiency ratio.

“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations in Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”

NET INTEREST INCOME

For the first quarter of 2026, net interest income was $312.4 million, a decrease of $17.8 million from $330.2 million in the fourth quarter of 2025. Net interest income – fully taxable equivalent (“FTE”)⁽¹⁾was $316.9 million in the first quarter of 2026, a decrease of $17.9 million from $334.8 million in the fourth quarter of 2025. The decreases from the prior quarter in both net interest income and net interest income (FTE)⁽¹⁾ were driven primarily by a decrease in interest income on loans held for investment (“LHFI”), reflecting lower loan accretion income, the lower day count in the first quarter, as well as the impact of lower yields on variable-rate loans following the cumulative 75 basis point reduction in the federal funds rate between September and December in 2025. The decreases were partially offset by a decrease in interest expense, primarily due to lower deposit costs, resulting from reduced brokered deposit balances and lower customer deposit rates due to reductions in the federal funds rate.

For the first quarter of 2026, the Company’s net interest margin decreased 10 basis points and net interest margin (FTE)⁽¹⁾ decreased 11 basis points from the prior quarter to 3.80% and 3.85%, respectively, due to a decline in earning asset yields, partially offset by lower cost of funds. Earning asset yields for the first quarter of 2026 decreased 20 basis points to 5.79% compared to the fourth quarter of 2025, reflecting the lower loan yields driven by the Federal Reserve rate cuts and the impact of lower accretion income. Cost of funds decreased 9 basis points from the prior quarter to 1.94% for the first quarter of 2026, reflecting the impact of lower deposit costs.

The Company’s net interest margin (FTE)⁽¹⁾ includes the impact of acquisition accounting fair value adjustments. Net accretion income for the quarter ended March 31, 2026 was $13.0 million lower than the prior quarter, as the prior quarter included elevated accelerated loan accretion income primarily due to higher prepayment activity and this quarter included a measurement period adjustment related to the acquisition of Sandy Spring Bancorp, Inc. (the “Sandy Spring acquisition”), which reduced loan accretion income by $3.5 million. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):




	Loan		Deposit		Borrowings
	Accretion		Accretion		Amortization		Total
For the quarter ended December 31, 2025	$	48,363	$	762	$	(3,178)	$	45,947
For the quarter ended March 31, 2026		35,602		366		(3,044)		32,924

ASSET QUALITY

Overview

At March 31, 2026, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.36%, a decrease of 6 basis points from the prior quarter and included nonaccrual loans of $97.8 million. Accruing past due loans as a percentage of total LHFI totaled 0.45% at March 31, 2026, an increase of 4 basis points from December 31, 2025. Net charge-offs were 0.02% of total average LHFI (annualized) for the first quarter of 2026, an increase of 1 basis point compared to December 31, 2025. The allowance for credit losses (“ACL”) totaled $321.9 million at March 31, 2026, a $658 thousand increase from the prior quarter.

Nonperforming Assets

The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):


	March 31,		December 31,		September 30,		June 30,		March 31,
	2026		2025		2025		2025		2025
Nonaccrual loans	$	97,828	$	115,051	$	131,240	$	162,615	$	69,015
Foreclosed properties		1,856		1,826		2,001		774		404
Total nonperforming assets	$	99,684	$	116,877	$	133,241	$	163,389	$	69,419

The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):


	March 31,			December 31,			September 30,			June 30,			March 31,
	2026			2025			2025			2025			2025
Beginning Balance	$	115,051		$	131,240		$	162,615		$	69,015		$	57,969
Net customer payments and other activity⁽¹⁾		(33,934	)		(21,667	)		(17,947	)		(4,595	)		(898	)
Additions ^{(1) (2)}		17,679			7,816			25,333			98,975			13,197
Charge-offs		(909	)		(2,307	)		(37,410	)		(780	)		(1,253	)
Loans returning to accruing status		—			(31	)		(77	)		—			—
Transfers to foreclosed property		(59	)		—			(1,274	)		—			—
Ending Balance	$	97,828		$	115,051		$	131,240		$	162,615		$	69,015
_________________________________
⁽¹⁾ The Company recorded measurement period adjustments related to the fair values of certain loans associated with the Sandy Spring acquisition, which impacted the nonaccrual activity for the quarters ended September 30, 2025, December 31, 2025, and March 31, 2026.
⁽²⁾ The increase in additions during the quarter ended June 30, 2025 was primarily due to purchased credit deteriorated loans acquired from Sandy Spring.

Past Due Loans

At March 31, 2026, past due loans still accruing interest totaled $125.0 million or 0.45% of total LHFI, compared to $113.0 million or 0.41% of total LHFI at December 31, 2025, and $50.0 million or 0.27% of total LHFI at March 31, 2025. The increase in past due loans from the prior quarter was primarily within the multifamily real estate and commercial real estate (“CRE”) – owner occupied loan portfolios. The increase from the prior year was primarily due to loans acquired by the Company as a result of the Sandy Spring acquisition.

Allowance for Credit Losses

Effective January 1, 2026, the Company made certain changes to its ACL methodology as part of the continued enhancement of its credit modeling practices, resulting in more dynamic and precise modeling that allows for more granularity in the monitoring of our credit losses. The ACL methodology changes were accounted for prospectively as a change in accounting estimate and did not have a material impact on the Company’s Consolidated Financial Statements.

At March 31, 2026, the ACL was $321.9 million, an increase of $659 thousand from the prior quarter, comprised of an allowance for loan and lease losses (“ALLL”) of $291.1 million and a reserve for unfunded commitments (“RUC”) of $30.8 million. At March 31, 2026, the ACL as a percentage of total LHFI remained relatively consistent at 1.15%, compared to 1.16% at December 31, 2025. The ALLL as a percentage of total LHFI decreased by 2 basis points, from 1.06% at December 31, 2025 to 1.04% at March 31, 2026. The RUC coverage ratio increased 1 basis point from December 31, 2025 to 0.11% at March 31, 2026, primarily driven by higher construction and land development unfunded commitments.

Net Charge-offs

Net charge-offs were $1.6 million or 0.02% of total average LHFI on an annualized basis for the first quarter of 2026, compared to $916 thousand or 0.01% (annualized) for the fourth quarter of 2025, and $2.3 million or 0.05% (annualized) for the first quarter of 2025.

Provision for Credit Losses

For the first quarter of 2026, the Company recorded a provision for credit losses of $2.7 million, compared to $2.2 million in the prior quarter, and $17.6 million in the first quarter of 2025. The provision for credit losses decreased as compared to the prior year primarily due to higher uncertainty in the economic outlook in the prior year, as well as specific reserves recorded in the prior year on two impaired commercial and industrial loans.

NONINTEREST INCOME

Noninterest income decreased $2.2 million to $54.8 million for the first quarter of 2026 from $57.0 million in the prior quarter, primarily driven by a $4.4 million decrease in loan-related interest rate swap fees due to seasonally lower transaction volumes. This decrease was partially offset by a $1.5 million increase in other operating income, primarily due to an increase in capital markets income.

NONINTEREST EXPENSE

Noninterest expense decreased $33.4 million to $209.8 million for the first quarter of 2026 from $243.2 million in the prior quarter, primarily driven by a $29.6 million decrease in pre-tax merger-related costs and a $2.3 million decrease in amortization of intangible assets.

Adjusted operating noninterest expense⁽¹⁾, which excludes merger-related costs ($9.0 million in the first quarter 2026 and $38.6 million in the fourth quarter 2025) and amortization of intangible assets ($15.4 million in the first quarter 2026 and $17.7 million in the fourth quarter 2025) decreased $1.6 million to $185.3 million, compared to $186.9 million in the prior quarter. This decrease was primarily due to a $3.1 million decrease in other expenses, primarily due to a decrease in non-credit-related losses on customer transactions, a $2.3 million decrease in professional services related to strategic projects that occurred in the prior quarter, and a $1.9 million decrease in technology and data processing expense. These decreases were partially offset by a $5.0 million increase in salaries and benefits expense, primarily due to seasonal increases in payroll taxes and 401(k) contribution expenses.

INCOME TAXES

The Company’s effective tax rate for each of the quarters ended March 31, 2026 and December 31, 2025 was 21.0%.

KEY BALANCE SHEET COMPONENTS AND CAPITAL RATIOS

The following tables summarize the Company’s key balance sheet components and capital ratios as of the dates presented (dollars in millions, except per share data):


	3/31/2026		12/31/2025⁽³⁾		QoQ			QoQ % change⁽¹⁾			3/31/2025		YoY		YoY % change
	(unaudited)										(unaudited)
Assets	$	37,315	$	37,586	$	(271	)	(2.92	)	%	$	24,633	$	12,682	51.49	%
LHFI (net of unearned income)		27,946		27,796		150		2.19		%		18,428		9,519	51.65	%
Quarterly Average LHFI (net of unearned income)		27,830		27,433		397		5.87		%		18,429		9,401	51.01	%
Securities		5,059		5,269		(210	)	(16.13	)	%		3,405		1,654	48.57	%
Securities available for sale (“AFS”)		4,011		4,194		(183	)	(17.68	)	%		2,484		1,528	61.50	%
Securities held to maturity (“HTM”)		870		884		(14	)	(6.39	)	%		821		49	6.00	%
Goodwill		1,755		1,733		22		5.05		%		1,214		541	44.55	%
Deposits		30,391		30,472		(80	)	(1.07	)	%		20,503		9,888	48.23	%
Quarterly Average Deposits		30,210		30,884		(674	)	(8.85	)	%		20,466		9,744	47.61	%
Borrowings		1,305		1,497		(193	)	(52.20	)	%		476		829	NM
Cash dividends paid per common share	$	0.37	$	0.37	$	—		—		%	$	0.34	$	0.03	8.82	%
Dividends on each share of Series A preferred stock ⁽²⁾	$	171.88	$	171.88	$	—		—		%	$	171.88	$	—	—	%
_____________________________
⁽¹⁾Quarter over quarter percentage changes are calculated on an annualized basis except for dividends, which are presented on a per share basis.
⁽²⁾The preferred stock dividend was equivalent to $0.43 per outstanding depositary share for each period presented.
⁽³⁾Period-end balances as of December 31, 2025 were audited. Quarterly average balances are unaudited.
NM = Not Meaningful



	3/31/2026		12/31/2025		3/31/2025
Common equity Tier 1 capital ratio ⁽¹⁾	10.21	%	10.10	%	10.07	%
Tier 1 capital ratio ⁽¹⁾	10.75	%	10.64	%	10.87	%
Total capital ratio ⁽¹⁾	14.01	%	13.90	%	13.88	%
Leverage ratio (Tier 1 capital to average assets) ⁽¹⁾	9.31	%	9.10	%	9.45	%
Common equity to total assets	13.09	%	12.88	%	12.26	%
Tangible common equity to tangible assets ⁽²⁾	8.03	%	7.85	%	7.39	%
_________________________
⁽¹⁾ All ratios at March 31, 2026 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.
⁽²⁾ These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures see the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.

The key drivers of the consolidated balance sheet changes for the periods presented are summarized below:

Total assets decreased from December 31, 2025, primarily due to decreases in investments and cash and cash equivalents, partially offset by increases in LHFI. Total assets increased from March 31, 2025 primarily driven by the Sandy Spring acquisition.

Goodwill increased from the prior year due to the Sandy Spring acquisition and reflects the fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments primarily related to loans, other assets, and other liabilities. The measurement period concluded and goodwill was finalized as of March 31, 2026.

LHFI and quarterly average LHFI both increased compared to December 31, 2025 and March 31, 2025. The increase from the prior quarter is primarily due to an increase in the commercial and industrial portfolio. The increase from the same period in the prior year was primarily due to the Sandy Spring acquisition, as well as organic loan growth.

Total investments decreased from December 31, 2025, primarily due to principal repayments and maturities of AFS securities. Total investments increased year over year due to the Sandy Spring acquisition.

Total deposits and quarterly average deposits decreased from the prior quarter due to a decline in brokered deposits, partially offset by an increase in interest-bearing customer deposits. Total deposits and quarterly average deposits at March 31, 2026 increased from the same period in the prior year due to the addition of the Sandy Spring acquired deposits.

Total borrowings decreased from December 31, 2025 and increased from March 31, 2025. The decrease in borrowings from the prior quarter was primarily due to higher short-term borrowings in the prior quarter that were repaid in the current quarter using proceeds from customer deposits, while the increase from the same period in the prior year was primarily due to increases in Federal Home Loan Bank advances and additional borrowings in connection with the Sandy Spring acquisition.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland, North Carolina and Washington, D.C. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; AUB Investments, Inc., which provides investment services; and Atlantic Union Capital Markets, Inc., which provides capital market services.

FIRST QUARTER 2026 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Tuesday, April 21, 2026, during which management will review our financial results for the first quarter 2026 and provide an update on our recent activities.

The listen-only webcast and the accompanying slides can be accessed at: https://edge.media-server.com/mmc/p/ow964rjw.

For analysts who wish to participate in the conference call, please register at the following URL: https://register-conf.media-server.com/register/BIf8f441eb451449cfa3e411b650b2ab58.

To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.

NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended March 31, 2026, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of our ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury’s quotations, statements regarding the acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our strategic expansion into North Carolina; statements regarding our future ability to recognize the benefits of certain tax assets; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on our business, loan demand and economic conditions in our markets and nationally; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios;
economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior;
U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;
volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
legislative or regulatory changes and requirements, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;
the sufficiency of liquidity and changes in our capital position;
general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels, U.S. fiscal debt, budget, and tax matters, U.S. government shutdowns, and slowdowns in economic growth;
the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;
the possibility that the anticipated benefits of our acquisition activity, including our acquisition of Sandy Spring, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events;
potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisition of Sandy Spring;
our ability to identify, recruit and retain key employees;
monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
the quality or composition of our loan or investment portfolios and changes in these portfolios;
demand for loan products and financial services in our market areas;
our ability to manage our growth or implement our growth strategy;
the effectiveness of expense reduction plans;
the introduction of new lines of business or new products and services;
real estate values in our lending area;
changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;
an insufficient ACL or volatility in the ACL resulting from the Current Expected Credit Losses (“CECL”) methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;
concentrations of loans secured by real estate, particularly CRE;
the effectiveness of our credit processes and management of our credit risk;
our ability to compete in the market for financial services and increased competition from fintech companies;
technological risks and developments, and cyber threats, attacks, or events;
emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or increase the risk of a cybersecurity attack or the probability that such an attack would be successful;
operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;
the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on macroeconomic conditions, the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth;
performance by our counterparties or vendors;
deposit flows;
the availability of financing and the terms thereof;
the level of prepayments on loans and mortgage-backed securities;
actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;
any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and
other factors, many of which are beyond our control.

Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10‑K for the year ended December 31, 2025, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26			12/31/25			3/31/25
Results of Operations
Interest and dividend income	$	471,735		$	501,842		$	305,836
Interest expense		159,362			171,674			121,672
Net interest income		312,373			330,168			184,164
Provision for credit losses		2,737			2,211			17,638
Net interest income after provision for credit losses		309,636			327,957			166,526
Noninterest income		54,783			57,000			29,163
Noninterest expenses		209,810			243,243			134,184
Income before income taxes		154,609			141,714			61,505
Income tax expense		32,444			29,748			11,687
Net income		122,165			111,966			49,818
Dividends on preferred stock		2,967			2,967			2,967
Net income available to common shareholders	$	119,198		$	108,999		$	46,851

Interest earned on earning assets (FTE) ⁽¹⁾	$	476,285		$	506,463		$	309,593
Net interest income (FTE) ⁽¹⁾		316,923			334,789			187,921
Total revenue (FTE) ⁽¹⁾		371,706			391,789			217,084
Pre-tax pre-provision earnings (FTE) ⁽¹⁾		161,896			148,546			82,900

Key Ratios
Earnings per common share, diluted	$	0.84		$	0.77		$	0.52
Return on average assets (ROA)		1.33	%		1.19	%		0.82	%
Return on average equity (ROE)		9.78	%		8.97	%		6.35	%
Return on average tangible common equity (ROTCE) ^{(2) (3)}		18.63	%		17.85	%		12.04	%
Efficiency ratio		57.14	%		62.83	%		62.90	%
Efficiency ratio (FTE) ⁽¹⁾		56.45	%		62.09	%		61.81	%
Net interest margin		3.80	%		3.90	%		3.38	%
Net interest margin (FTE) ⁽¹⁾		3.85	%		3.96	%		3.45	%
Yields on earning assets (FTE) ⁽¹⁾		5.79	%		5.99	%		5.68	%
Average cost of interest-bearing liabilities		2.60	%		2.74	%		2.97	%
Average cost of deposits		1.90	%		2.03	%		2.29	%
Average cost of funds		1.94	%		2.03	%		2.23	%

Operating Measures⁽⁴⁾
Adjusted operating earnings	$	129,119		$	141,366		$	54,542
Adjusted operating earnings available to common shareholders		126,152			138,399			51,575
Adjusted operating pre-tax pre-provision earnings (FTE) ⁽¹⁾⁽⁷⁾		170,928			186,713			87,942
Adjusted operating earnings per common share, diluted	$	0.89		$	0.97		$	0.57
Adjusted operating ROA		1.41	%		1.50	%		0.90	%
Adjusted operating ROE		10.33	%		11.33	%		6.95	%
Adjusted operating ROTCE ^{(2) (3)}		19.62	%		22.12	%		13.15	%
Adjusted operating efficiency ratio (FTE) ⁽¹⁾⁽⁶⁾		49.86	%		47.77	%		57.02	%

Per Share Data
Earnings per common share, basic	$	0.84		$	0.77		$	0.53
Earnings per common share, diluted		0.84			0.77			0.52
Cash dividends paid per common share		0.37			0.37			0.34
Market value per share		35.74			35.30			31.14
Book value per common share		34.39			34.14			33.79
Tangible book value per common share ⁽²⁾		19.93			19.69			19.32
Price to earnings ratio, diluted		10.52			11.60			14.76
Price to book value per common share ratio		1.04			1.03			0.92
Price to tangible book value per common share ratio ⁽²⁾		1.79			1.79			1.61
Unvested shares of restricted stock awards		1,100,123			857,866			806,420
Weighted average common shares outstanding, basic		141,901,606			141,758,460			89,222,296
Weighted average common shares outstanding, diluted		142,280,978			142,118,797			90,072,795
Common shares outstanding at end of period		142,060,496			141,776,886			89,340,541

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26			12/31/25			3/31/25
Capital Ratios
Common equity Tier 1 capital ratio ⁽⁵⁾		10.21	%		10.10	%		10.07	%
Tier 1 capital ratio ⁽⁵⁾		10.75	%		10.64	%		10.87	%
Total capital ratio ⁽⁵⁾		14.01	%		13.90	%		13.88	%
Leverage ratio (Tier 1 capital to average assets) ⁽⁵⁾		9.31	%		9.10	%		9.45	%
Common equity to total assets		13.09	%		12.88	%		12.26	%
Tangible common equity to tangible assets ⁽²⁾		8.03	%		7.85	%		7.39	%

Financial Condition
Assets	$	37,315,011		$	37,585,754		$	24,632,611
LHFI (net of unearned income)		27,946,424			27,796,167			18,427,689
Securities		5,059,211			5,268,717			3,405,206
Earning Assets		33,358,287			33,818,712			22,085,559
Goodwill		1,754,875			1,733,287			1,214,053
Amortizable intangibles, net		300,099			315,544			79,165
Deposits		30,391,256			30,471,636			20,502,874
Borrowings		1,304,587			1,497,292			475,685
Stockholders’ equity		5,052,316			5,006,398			3,185,216
Tangible common equity ⁽²⁾		2,830,985			2,791,210			1,725,641

Loans held for investment, net of unearned income
Construction and land development	$	1,748,413		$	1,666,381		$	1,305,969
Commercial real estate – owner occupied		4,319,847			4,305,796			2,363,509
Commercial real estate – non-owner occupied		7,212,035			7,178,515			5,072,694
Multifamily real estate		2,321,504			2,418,250			1,531,547
Commercial & Industrial		5,384,856			5,229,728			3,819,415
Residential 1-4 Family – Commercial		1,053,303			1,100,157			738,388
Residential 1-4 Family – Consumer		2,839,216			2,825,259			1,286,526
Residential 1-4 Family – Revolving		1,257,079			1,248,284			778,527
Auto		156,843			183,720			279,517
Consumer		109,755			121,488			101,334
Other Commercial		1,543,573			1,518,589			1,150,263
Total LHFI	$	27,946,424		$	27,796,167		$	18,427,689

Deposits
Interest checking accounts	$	7,515,409		$	7,193,204		$	5,336,264
Money market accounts		6,985,315			6,863,981			4,602,260
Savings accounts		2,691,144			2,747,622			1,033,315
Customer time deposits of more than $250,000		1,767,455			1,737,345			1,141,311
Customer time deposits of $250,000 or less		3,977,869			3,956,571			2,810,070
Time deposits		5,745,324			5,693,916			3,951,381
Total interest-bearing customer deposits		22,937,192			22,498,723			14,923,220
Brokered deposits		610,338			1,128,284			1,108,481
Total interest-bearing deposits	$	23,547,530		$	23,627,007		$	16,031,701
Demand deposits		6,843,726			6,844,629			4,471,173
Total deposits	$	30,391,256		$	30,471,636		$	20,502,874

Averages
Assets	$	37,254,857		$	37,356,117		$	24,678,974
LHFI (net of unearned income)		27,830,037			27,433,274			18,428,710
Loans held for sale		16,207			24,387			8,172
Securities		5,207,502			5,269,097			3,387,627
Earning assets		33,377,790			33,555,065			22,108,618
Deposits		30,210,336			30,884,349			20,466,081
Time deposits		6,039,778			6,229,539			4,715,648
Interest-bearing deposits		23,454,604			23,919,801			16,062,478
Borrowings		1,373,627			914,352			525,889
Interest-bearing liabilities		24,828,231			24,834,153			16,588,367
Stockholders’ equity		5,068,069			4,950,858			3,183,846
Tangible common equity ⁽²⁾		2,860,550			2,733,470			1,721,647

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26				12/31/25				3/31/25
Asset Quality
Allowance for Credit Losses (ACL)
Beginning balance, Allowance for loan and lease losses (ALLL)	$	295,108			$	293,035			$	178,644
Add: Recoveries		1,307				3,043				607
Less: Charge-offs		2,901				3,959				2,885
Add: (Release) provision for loan losses		(2,414	)			2,989				17,430
Ending balance, ALLL	$	291,100			$	295,108			$	193,796

Beginning balance, Reserve for unfunded commitment (RUC)	$	26,161			$	26,951			$	15,041
Add: Provision (release) for unfunded commitments		4,667				(790	)			208
Ending balance, RUC	$	30,828			$	26,161			$	15,249
Total ACL	$	321,928			$	321,269			$	209,045

ACL / total LHFI		1.15		%		1.16		%		1.13	%
ALLL / total LHFI		1.04		%		1.06		%		1.05	%
Net charge-offs / total average LHFI (annualized)		0.02		%		0.01		%		0.05	%
Provision for loan losses/ total average LHFI (annualized)		(0.04	)	%		0.04		%		0.38	%

Nonperforming Assets
Construction and land development	$	2,485			$	4,303			$	2,794
Commercial real estate – owner occupied		6,416				6,034				2,932
Commercial real estate – non-owner occupied		12,221				11,301				1,159
Multifamily real estate		20,564				45,369				124
Commercial & Industrial		18,959				10,288				43,106
Residential 1-4 Family – Commercial		6,416				6,657				1,610
Residential 1-4 Family – Consumer		24,426				23,297				12,942
Residential 1-4 Family – Revolving		5,364				5,643				3,593
Auto		515				572				641
Consumer		12				12				16
Other Commercial		450				1,575				98
Nonaccrual loans	$	97,828			$	115,051			$	69,015
Foreclosed property		1,856				1,826				404
Total nonperforming assets (NPAs)	$	99,684			$	116,877			$	69,419
Construction and land development	$	186			$	1,481			$	—
Commercial real estate – owner occupied		4,362				4,788				714
Commercial real estate – non-owner occupied		1,793				2,099				—
Multifamily real estate		4,195				6,140				—
Commercial & Industrial		3,675				9,114				1,075
Residential 1-4 Family – Commercial		1,161				2,379				1,091
Residential 1-4 Family – Consumer		4,449				5,633				1,193
Residential 1-4 Family – Revolving		4,340				3,458				2,397
Auto		239				404				196
Consumer		70				55				94
Other Commercial		—				—				22
LHFI ≥ 90 days and still accruing	$	24,470			$	35,551			$	6,782
Total NPAs and LHFI ≥ 90 days	$	124,154			$	152,428			$	76,201
NPAs / total LHFI		0.36		%		0.42		%		0.38	%
NPAs / total assets		0.27		%		0.31		%		0.28	%
ALLL / nonaccrual loans		297.56		%		256.50		%		280.80	%
ALLL/ nonperforming assets		292.02		%		252.49		%		279.17	%

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26			12/31/25			3/31/25
Past Due Detail
Construction and land development	$	2,866		$	1,455		$	458
Commercial real estate – owner occupied		8,223			7,241			1,455
Commercial real estate – non-owner occupied		5,445			9,482			3,760
Multifamily real estate		6,944			52			1,353
Commercial & Industrial		10,396			8,935			4,192
Residential 1-4 Family – Commercial		4,076			2,634			1,029
Residential 1-4 Family – Consumer		22,015			17,911			11,005
Residential 1-4 Family – Revolving		4,094			3,994			2,533
Auto		2,212			3,332			3,662
Consumer		268			444			479
Other Commercial		2,714			3,242			6,875
LHFI 30-59 days past due	$	69,253		$	58,722		$	36,801
Construction and land development	$	3,299		$	94		$	35
Commercial real estate – owner occupied		8,767			3,171			971
Commercial real estate – non-owner occupied		4,084			1,455			—
Multifamily real estate		—			247			981
Commercial & Industrial		10,432			3,552			838
Residential 1-4 Family – Commercial		323			1,306			19
Residential 1-4 Family – Consumer		1,841			5,628			348
Residential 1-4 Family – Revolving		1,218			2,157			1,137
Auto		411			797			539
Consumer		333			171			384
Other Commercial		525			143			1,123
LHFI 60-89 days past due	$	31,233		$	18,721		$	6,375

Past Due and still accruing	$	124,956		$	112,994		$	49,958
Past Due and still accruing / total LHFI		0.45	%		0.41	%		0.27	%

Alternative Performance Measures (non-GAAP)
Net interest income (FTE) ⁽¹⁾
Net interest income (GAAP)	$	312,373		$	330,168		$	184,164
FTE adjustment		4,550			4,621			3,757
Net interest income (FTE) (non-GAAP)	$	316,923		$	334,789		$	187,921
Noninterest income (GAAP)		54,783			57,000			29,163
Total revenue (FTE) (non-GAAP)	$	371,706		$	391,789		$	217,084
Less: Noninterest expense (GAAP)		209,810			243,243			134,184
Pre-tax pre-provision earnings (FTE) (non-GAAP)	$	161,896		$	148,546		$	82,900

Average earning assets	$	33,377,790		$	33,555,065		$	22,108,618
Net interest margin		3.80	%		3.90	%		3.38	%
Net interest margin (FTE)		3.85	%		3.96	%		3.45	%

Tangible Assets ⁽²⁾
Ending assets (GAAP)	$	37,315,011		$	37,585,754		$	24,632,611
Less: Ending goodwill		1,754,875			1,733,287			1,214,053
Less: Ending amortizable intangibles		300,099			315,544			79,165
Ending tangible assets (non-GAAP)	$	35,260,037		$	35,536,923		$	23,339,393

Tangible Common Equity ⁽²⁾
Ending equity (GAAP)	$	5,052,316		$	5,006,398		$	3,185,216
Less: Ending goodwill		1,754,875			1,733,287			1,214,053
Less: Ending amortizable intangibles		300,099			315,544			79,165
Less: Perpetual preferred stock		166,357			166,357			166,357
Ending tangible common equity (non-GAAP)	$	2,830,985		$	2,791,210		$	1,725,641

Average equity (GAAP)	$	5,068,069		$	4,950,858		$	3,183,846
Less: Average goodwill		1,733,527			1,726,933			1,214,053
Less: Average amortizable intangibles		307,636			324,099			81,790
Less: Average perpetual preferred stock		166,356			166,356			166,356
Average tangible common equity (non-GAAP)	$	2,860,550		$	2,733,470		$	1,721,647

ROTCE ⁽²⁾⁽³⁾
Net income available to common shareholders (GAAP)	$	119,198		$	108,999		$	46,851
Plus: Amortization of intangibles, tax effected		12,202			13,977			4,264
Net income available to common shareholders before amortization of intangibles (non-GAAP)	$	131,400		$	122,976		$	51,115

Return on average tangible common equity (ROTCE)		18.63	%		17.85	%		12.04	%

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26			12/31/25			3/31/25
Operating Measures⁽⁴⁾
Net income (GAAP)	$	122,165		$	111,966		$	49,818
Plus: Merger-related costs, net of tax		6,956			29,742			4,643
Less: Gain (loss) on sale of securities, net of tax		2			2			(81	)
Less: Gain on sale of equity interest in CSP, net of tax		—			340			—
Adjusted operating earnings (non-GAAP)		129,119			141,366			54,542
Less: Dividends on preferred stock		2,967			2,967			2,967
Adjusted operating earnings available to common shareholders (non-GAAP)	$	126,152		$	138,399		$	51,575

Operating Efficiency Ratio⁽¹⁾⁽⁶⁾
Noninterest expense (GAAP)	$	209,810		$	243,243		$	134,184
Less: Amortization of intangible assets		15,446			17,692			5,398
Less: Merger-related costs		9,034			38,626			4,940
Adjusted operating noninterest expense (non-GAAP)	$	185,330		$	186,925		$	123,846

Noninterest income (GAAP)	$	54,783		$	57,000		$	29,163
Less: Gain (loss) on sale of securities		2			2			(102	)
Less: Gain on sale of equity interest in CSP		—			457			—
Adjusted operating noninterest income (non-GAAP)	$	54,781		$	56,541		$	29,265

Net interest income (FTE) (non-GAAP)⁽¹⁾	$	316,923		$	334,789		$	187,921
Adjusted operating noninterest income (non-GAAP)		54,781			56,541			29,265
Total adjusted revenue (FTE) (non-GAAP) ⁽¹⁾	$	371,704		$	391,330		$	217,186

Efficiency ratio		57.14	%		62.83	%		62.90		%
Efficiency ratio (FTE) ⁽¹⁾		56.45	%		62.09	%		61.81		%
Adjusted operating efficiency ratio (FTE) ⁽¹⁾⁽⁶⁾		49.86	%		47.77	%		57.02		%

Operating ROA & ROE ⁽⁴⁾
Adjusted operating earnings (non-GAAP)	$	129,119		$	141,366		$	54,542

Average assets (GAAP)	$	37,254,857		$	37,356,117		$	24,678,974
Return on average assets (ROA) (GAAP)		1.33	%		1.19	%		0.82		%
Adjusted operating return on average assets (ROA) (non-GAAP)		1.41	%		1.50	%		0.90		%

Average equity (GAAP)	$	5,068,069		$	4,950,858		$	3,183,846
Return on average equity (ROE) (GAAP)		9.78	%		8.97	%		6.35		%
Adjusted operating return on average equity (ROE) (non-GAAP)		10.33	%		11.33	%		6.95		%

Operating ROTCE ^(2)(3)(4)
Adjusted operating earnings available to common shareholders (non-GAAP)	$	126,152		$	138,399		$	51,575
Plus: Amortization of intangibles, tax effected		12,202			13,977			4,264
Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP)	$	138,354		$	152,376		$	55,839

Average tangible common equity (non-GAAP)	$	2,860,550		$	2,733,470		$	1,721,647
Adjusted operating return on average tangible common equity (non-GAAP)		19.62	%		22.12	%		13.15		%

Operating pre-tax pre-provision earnings (FTE) ⁽⁷⁾
Net income (GAAP)	$	122,165		$	111,966		$	49,818
Plus: Provision for credit losses		2,737			2,211			17,638
Plus: Income tax expense		32,444			29,748			11,687
Plus: Merger-related costs		9,034			38,626			4,940
Plus: FTE adjustment		4,550			4,621			3,757
Less: Gain (loss) on sale of securities		2			2			(102	)
Less: Gain on sale of equity interest in CSP		—			457			—
Adjusted operating pre-tax pre-provision earnings (FTE) (non-GAAP)	$	170,928		$	186,713		$	87,942
Less: Dividends on preferred stock		2,967			2,967			2,967
Adjusted operating pre-tax pre-provision earnings available to common shareholders (FTE) (non-GAAP)	$	167,961		$	183,746		$	84,975

Weighted average common shares outstanding, diluted		142,280,978			142,118,797			90,072,795
Adjusted operating pre-tax pre-provision earnings per common share, diluted (FTE)	$	1.18		$	1.29		$	0.94

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES KEY FINANCIAL RESULTS (UNAUDITED) (Dollars in thousands, except share data)

	As of & For Three Months Ended
	3/31/26			12/31/25			3/31/25
Mortgage Origination Held for Sale Volume
Refinance Volume	$	25,375		$	20,179		$	10,035
Purchase Volume		60,543			79,089			33,733
Total Mortgage loan originations held for sale	$	85,918		$	99,268		$	43,768
% of originations held for sale that are refinances		29.5	%		20.3	%		22.9	%

Wealth
Assets under management	$	15,246,694		$	15,146,318		$	6,785,740

Other Data
End of period full-time equivalent employees		3,034			3,001			2,128

		_________________________________
(1)		These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.
(2)		These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies.
(3)		These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and is useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally.
(4)		These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, gain (loss) on sale of securities, and gain on sale of equity interest in CSP. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations.
(5)		All ratios at March 31, 2026 are estimates and subject to change pending the Company’s filing of its FR Y9 C. All other periods are presented as filed.
(6)		The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, gain (loss) on sale of securities, and gain on sale of equity interest in CSP. This measure is similar to the measure used by the Company when analyzing corporate performance and is also similar to the measure used for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.
(7)		These are non-GAAP financial measures. Adjusted operating pre-tax pre-provision earnings (FTE) excludes, as applicable, the provision for credit losses, which can fluctuate significantly from period-to-period under the CECL methodology, income tax expense, merger-related costs, gain (loss) on sale of securities, and gain on sale of equity interest in CSP. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share data)

	March 31,			December 31,			March 31,
	2026			2025			2025
ASSETS		(unaudited)			(audited)			(unaudited)
Cash and cash equivalents:
Cash and due from banks	$	451,370		$	234,257		$	194,083
Interest-bearing deposits in other banks		321,302			706,014			236,094
Federal funds sold		7,456			26,191			3,961
Total cash and cash equivalents		780,128			966,462			434,138
Securities available for sale, at fair value		4,011,410			4,194,301			2,483,835
Securities held to maturity, at carrying value		870,288			884,216			821,059
Restricted stock, at cost		177,513			190,200			100,312
Loans held for sale		20,776			18,486			9,525
Loans held for investment, net of unearned income		27,946,424			27,796,167			18,427,689
Less: allowance for loan and lease losses		291,100			295,108			193,796
Total loans held for investment, net		27,655,324			27,501,059			18,233,893
Premises and equipment, net		162,549			166,752			111,876
Goodwill		1,754,875			1,733,287			1,214,053
Amortizable intangibles, net		300,099			315,544			79,165
Bank owned life insurance		675,816			672,890			496,933
Other assets		906,233			942,557			647,822
Total assets	$	37,315,011		$	37,585,754		$	24,632,611
LIABILITIES
Noninterest-bearing demand deposits	$	6,843,726		$	6,844,629		$	4,471,173
Interest-bearing deposits		23,547,530			23,627,007			16,031,701
Total deposits		30,391,256			30,471,636			20,502,874
Securities sold under agreements to repurchase		144,605			75,432			57,018
Other short-term borrowings		385,000			650,000			—
Long-term borrowings		774,982			771,860			418,667
Other liabilities		566,852			610,428			468,836
Total liabilities		32,262,695			32,579,356			21,447,395
STOCKHOLDERS’ EQUITY
Preferred stock, $10.00 par value		173			173			173
Common stock, $1.33 par value		188,940			188,563			118,823
Additional paid-in capital		3,890,335			3,888,841			2,280,300
Retained earnings		1,251,356			1,184,908			1,119,635
Accumulated other comprehensive loss		(278,488	)		(256,087	)		(333,715	)
Total stockholders’ equity		5,052,316			5,006,398			3,185,216
Total liabilities and stockholders’ equity	$	37,315,011		$	37,585,754		$	24,632,611

Common shares issued and outstanding		142,060,496			141,776,886			89,340,541
Common shares authorized		200,000,000			200,000,000			200,000,000
Preferred shares issued and outstanding		17,250			17,250			17,250
Preferred shares authorized		500,000			500,000			500,000

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands, except share data)

	Three Months Ended
	March 31,		December 31,		March 31,
	2026		2025		2025
Interest and dividend income:
Interest and fees on loans	$	419,628	$	443,714	$	271,515
Interest on deposits in other banks		2,146		6,134		2,513
Interest and dividends on securities:
Taxable		41,008		43,038		23,648
Nontaxable		8,953		8,956		8,160
Total interest and dividend income		471,735		501,842		305,836
Interest expense:
Interest on deposits		141,779		157,886		115,587
Interest on short-term borrowings		5,227		957		909
Interest on long-term borrowings		12,356		12,831		5,176
Total interest expense		159,362		171,674		121,672
Net interest income		312,373		330,168		184,164
Provision for credit losses		2,737		2,211		17,638
Net interest income after provision for credit losses		309,636		327,957		166,526
Noninterest income:
Service charges on deposit accounts		12,116		11,742		9,683
Other service charges, commissions and fees		1,938		1,726		1,762
Interchange fees		3,326		3,660		2,949
Fiduciary and asset management fees		20,178		19,848		6,697
Mortgage banking income		2,026		2,084		973
Bank owned life insurance income		5,200		5,040		3,537
Loan-related interest rate swap fees		3,975		8,381		2,400
Other operating income		6,024		4,519		1,162
Total noninterest income		54,783		57,000		29,163
Noninterest expenses:
Salaries and benefits		113,413		108,405		75,415
Occupancy expenses		13,202		13,222		8,580
Furniture and equipment expenses		5,555		5,331		3,914
Technology and data processing		15,602		17,495		10,188
Professional services		5,768		8,044		4,687
Marketing and advertising expense		7,328		6,786		3,184
FDIC assessment premiums and other insurance		6,846		7,392		5,201
Franchise and other taxes		4,705		4,874		4,643
Loan-related expenses		2,851		2,216		1,249
Amortization of intangible assets		15,446		17,692		5,398
Merger-related costs		9,034		38,626		4,940
Other expenses		10,060		13,160		6,785
Total noninterest expenses		209,810		243,243		134,184
Income before income taxes		154,609		141,714		61,505
Income tax expense		32,444		29,748		11,687
Net Income	$	122,165	$	111,966	$	49,818
Dividends on preferred stock		2,967		2,967		2,967
Net income available to common shareholders	$	119,198	$	108,999	$	46,851

Basic earnings per common share	$	0.84	$	0.77	$	0.53
Diluted earnings per common share	$	0.84	$	0.77	$	0.52

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED) (Dollars in thousands)

	For the Quarter Ended
	March 31, 2026							December 31, 2025
	Average Balance			Interest Income / Expense ⁽¹⁾		Yield / Rate ⁽¹⁾⁽²⁾		Average Balance			Interest Income / Expense⁽¹⁾		Yield / Rate ⁽¹⁾⁽²⁾
Assets:
Securities:
Taxable	$	3,877,982		$	41,008	4.29	%	$	3,938,289		$	43,038	4.34	%
Tax-exempt		1,329,520			11,333	3.46	%		1,330,808			11,337	3.38	%
Total securities		5,207,502			52,341	4.08	%		5,269,097			54,375	4.09	%
LHFI, net of unearned income ⁽³⁾⁽⁴⁾		27,830,037			421,299	6.14	%		27,433,274			445,296	6.44	%
Other earning assets		340,251			2,645	3.15	%		852,694			6,792	3.16	%
Total earning assets		33,377,790		$	476,285	5.79	%		33,555,065		$	506,463	5.99	%
Allowance for loan and lease losses		(296,795	)						(295,879	)
Total non-earning assets		4,173,862							4,096,931
Total assets	$	37,254,857						$	37,356,117

Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Transaction and money market accounts	$	14,701,490		$	79,333	2.19	%	$	14,850,122		$	88,616	2.37	%
Regular savings		2,713,336			10,894	1.63	%		2,840,140			12,521	1.75	%
Time deposits ⁽⁵⁾		6,039,778			51,552	3.46	%		6,229,539			56,749	3.61	%
Total interest-bearing deposits		23,454,604			141,779	2.45	%		23,919,801			157,886	2.62	%
Other borrowings⁽⁶⁾		1,373,627			17,583	5.19	%		914,352			13,788	5.98	%
Total interest-bearing liabilities	$	24,828,231		$	159,362	2.60	%	$	24,834,153		$	171,674	2.74	%

Noninterest-bearing liabilities:
Demand deposits		6,755,732							6,964,548
Other liabilities		602,825							606,558
Total liabilities		32,186,788							32,405,259
Stockholders’ equity		5,068,069							4,950,858
Total liabilities and stockholders’ equity	$	37,254,857						$	37,356,117

Net interest income (FTE)				$	316,923						$	334,789

Interest rate spread						3.19	%						3.25	%
Cost of funds						1.94	%						2.03	%
Net interest margin (FTE)						3.85	%						3.96	%

_____________________________
(1)		Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.
(2)		Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.
(3)		Nonaccrual loans are included in average loans outstanding.
(4)		Interest income on loans includes $35.6 million and $48.4 million for the three months ended March 31, 2026 and December 31, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions.
(5)		Interest expense on time deposits includes $366 thousand and $762 thousand for the three months ended March 31, 2026 and December 31, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions.
(6)		Interest expense on borrowings includes $3.0 million and $3.2 million for the three months ended March 31, 2026 and December 31, 2025, respectively, in amortization of the fair market value adjustments related to acquisitions.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260421828720/en/

Alexander D. Dodd – (804) 486-2634

Executive Vice President / Chief Financial Officer

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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April 21, 2026 6:48 am

Unitil Schedules First Quarter 2026 Earnings Release and Conference Call

HAMPTON, N.H., April 21, 2026 (GLOBE NEWSWIRE) — Unitil Corporation (NYSE: UTL) (unitil.com) has scheduled the release of its first quarter 2026 earnings after the market closes on May 4, 2026. Unitil will host its conference call and webcast on May 5, 2026 at 2:00 p.m. (ET) to review its quarterly results. Related presentation materials will be available before the call on the Company’s Investors page at investors.unitil.com.

The conference call will be broadcast live in listen-only mode on the Company’s Investors page at investors.unitil.com. Interested parties may access dial information for the call by registering via web link here. An archive of the webcast will be available for one year on the website at investors.unitil.com.

About Unitil Corporation

Unitil Corporation provides energy for life by safely and reliably delivering electricity and natural gas in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to the delivery of dependable, more efficient energy. Unitil Corporation is a public utility holding company with operations in Maine, New Hampshire and Massachusetts. Together, Unitil’s operating utilities serve approximately 110,000 electric customers and 105,000 natural gas customers. For more information about our people, technologies, and community involvement please visit unitil.com.

For more information please contact:

Christopher Goulding – Investor Relations
Phone: 603-773-6466
Email: [email protected]

Amanda Vicinanzo – External Affairs
Phone: 603-691-7784
Email: [email protected]

April 21, 2026 6:48 am

Halliburton Announces First Quarter 2026 Results

Halliburton Announces First Quarter 2026 Results

Net income of $0.55 per diluted share.
Revenue of $5.4 billion and operating margin of 13%.
Cash flow from operations of $273 million and free cash flow¹ of $123 million.
Approximately $100 million of share repurchases.

HOUSTON–(BUSINESS WIRE)–
Halliburton Company (NYSE: HAL) announced today net income of $461 million, or $0.55 per diluted share, for the first quarter of 2026. This compares to net income for the first quarter of 2025 of $204 million, or $0.24 per diluted share, and adjusted net income²,^{excluding impairments and other charges, of $517 million, or $0.60 per diluted share, in the first quarter of 2025. Halliburton’s total revenue for the first quarter of 2026 was $5.4 billion, flat when compared to the first quarter of 2025. Operating income was $679 million in the first quarter of 2026, compared to operating income of $431 million in the first quarter of 2025, and adjusted operating income³,^{excluding impairments and other charges, of $787 million in the first quarter of 2025.}}

“I am pleased with Halliburton’s performance this quarter,” commented Jeff Miller, Chairman, President and CEO.

“In North America, I see clear signs that we are in the early innings of a recovery.

“In international markets, our performance around the world outpaced disruptions from the Middle East conflict.

“I expect that our consistent focus on returns and capital discipline will drive long-term success for Halliburton and its shareholders,” concluded Miller.

Operating Segments

Completion and Production

Completion and Production revenue in the first quarter of 2026 was $3.0 billion, a decrease of $104 million, or 3%, when compared to the first quarter of 2025, while operating income was $439 million, a decrease of $92 million, or 17%, when compared to first quarter of 2025. These results were primarily driven by lower stimulation activity in North America, and lower completion tool sales and decreased pressure pumping services in the Middle East. Partially offsetting these decreases were higher completion tool sales in the Western Hemisphere, and improved pressure pumping services in Africa.

Drilling and Evaluation

Drilling and Evaluation revenue in the first quarter of 2026 was $2.4 billion, an increase of $89 million, or 4%, when compared to the first quarter of 2025, while operating income was $351 million, flat when compared to the first quarter of 2025. These results were primarily driven by higher project management activity in Latin America and increased drilling-related services in Europe and the Western Hemisphere. Partially offsetting these increases were lower activity across multiple product service lines in the Middle East, lower wireline activity in the Eastern Hemisphere, and decreased fluid services in the Gulf of America.

In the first quarter of 2026, the geopolitical conflict in the Middle East affected both divisions, with an impact of approximately 2 to 3 cents of net income per diluted share.

Geographic Regions

North America

North America revenue in the first quarter of 2026 was $2.1 billion, a 4% decrease when compared to the first quarter of 2025. This decline was primarily driven by lower stimulation activity and decreased artificial lift activity in US Land, and lower stimulation activity and decreased fluid services in the Gulf of America. Partially offsetting these decreases were increased drilling-related services in US Land and higher completion tool sales in the region.

International

International revenue in the first quarter of 2026 was $3.3 billion, an increase of 3% when compared to the first quarter of 2025.

Latin America revenue in the first quarter of 2026 was $1.1 billion, an increase of 22% year over year. This increase was primarily driven by higher activity across multiple product service lines in Ecuador, the Caribbean, and Brazil, and improved stimulation activity in Mexico and Argentina. Partially offsetting these increases were lower project management activity and decreased drilling-related services in Mexico.

Europe/Africa revenue in the first quarter of 2026 was $858 million, an increase of 11% year over year. This increase was primarily driven by increased drilling-related services and higher completion tool sales in Norway, and improved pressure pumping services in Angola. Partially offsetting these increases were lower completion tool sales in the Caspian Area and decreased drilling-related services in Namibia.

Middle East/Asia revenue in the first quarter of 2026 was $1.3 billion, a decrease of 13% year over year. This decrease was primarily driven by lower activity across multiple product service lines in Saudi Arabia and decreased drilling-related services in Qatar. Partially offsetting these decreases were higher completion tool sales and improved fluid services in Asia.

Other Financial Items

During the first quarter of 2026, Halliburton:

Repurchased approximately $100 million of its common stock.
Paid dividends of $0.17 per share.
Spent $42 million on SAP S4 migration.

Selective Technology & Highlights

Halliburton launched the HyperSteer^™ MX directional drill bit, an industry-first shankless matrix-body bit that improves durability and maximizes directional control. The bit delivers longer runs and fewer trips, resists erosion and abrasion, and performs reliably in high-flow, abrasive environments. HyperSteer^™ MX directional drill bits utilize advanced matrix materials to resist erosion and abrasion, extend bit life in abrasive, high-flow environments, and improve efficiency and reliability during operations.
Halliburton and the Agency for Science, Technology and Research (A*STAR), Singapore’s lead public sector research and development agency, announced the launch of the Next-Generation Energy Xccelerator Joint Lab. This initiative aims to accelerate the development and commercialization of advanced well completion technologies for the energy industry. The project is also supported by the Singapore Economic Development Board.
Halliburton launched the XTR^™ CS injection system, a wireline-retrievable safety valve solution engineered for CO₂ injection in carbon capture, utilization, and storage wells. The system provides flexibility as a primary or contingency safety valve or as a deep-set reservoir fluid-flowback prevention device. Unlike traditional surface-controlled wireline valves, the XTR injection system’s non-elastomeric design helps minimize leak paths and eliminate reliance on hydraulic operation systems. This system remains at steady performance at any setting depth, to simplify operations and inventory management.
Halliburton launched the RangeStar™ Geothermal Well Spacing and Intercept Service, a part of the family of RangeStar™ magnetic ranging services, a next-generation solution that supports geothermal development through faster, more accurate, and fully integrated well placement. Designed for complex geothermal environments, the RangeStar Geothermal Well Spacing and Intercept Service delivers reliable performance that reduces uncertainty and simplifies operations. Rapid ranging determination reduces decision time from hours to minutes, supports detection distances up to 130 meters, and improves accuracy within formations and depths.
Halliburton, in collaboration with ExxonMobil Guyana, Sekal, and Noble, delivered a groundbreaking step forward in digital well construction to achieve the deepwater industry’s first fully automated geological well placement with complete rig automation in offshore Guyana. The project combined rig automation, automated subsurface interpretation and well placement, and real-time hydraulics to establish a new benchmark for well construction performance, reservoir contact, and execution efficiency.


(1)	Free cash flow is a non-GAAP financial measure; please see reconciliation of Cash Flows from Operating Activities to Free Cash Flow in Footnote Table 3.

(2)	Adjusted net income is a non-GAAP financial measure; please see reconciliation of Net Income to Adjusted Net Income in Footnote Table 2.

(3)	Adjusted operating income is a non-GAAP financial measure; please see reconciliation of Operating Income to Adjusted Operating Income in Footnote Table 1.

About Halliburton

Halliburton is one of the world’s leading providers of products and services to the energy industry. Founded in 1919, we create innovative technologies, products, and services that help our customers maximize their value throughout the life cycle of an asset and advance a sustainable energy future. Visit us at www.halliburton.com; connect with us on LinkedIn, YouTube, Instagram and Facebook.

Forward-looking Statements

The statements in this press release that are not historical statements are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: changes in the demand for or price of oil and/or natural gas, including as a result of development of alternative energy sources, general economic conditions such as inflation and recession, the ability of the OPEC+ countries to agree on and comply with production quotas, and other causes; changes in capital spending by our customers; the modification, continuation or suspension of our shareholder return framework, including the payment of dividends and purchases of our stock, which will be subject to the discretion of our Board of Directors and may depend on a variety of factors, including our results of operations and financial condition, growth plans, capital requirements and other conditions existing when any payment or purchase decision is made; potential catastrophic events related to our operations, and related indemnification and insurance; protection of intellectual property rights; cyber-attacks and data security; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to oil and natural gas exploration, the environment, radioactive sources, explosives, chemicals, hydraulic fracturing services, and climate-related initiatives; assumptions regarding the generation of future taxable income, and compliance with laws related to and disputes with taxing authorities regarding income taxes; risks of international operations, including risks relating to unsettled political conditions, war, including the current conflict in Iran, the effects of terrorism, foreign exchange rates and controls, international trade and regulatory controls, tariffs, and sanctions, and doing business with national oil companies; weather-related issues, including the effects of hurricanes and tropical storms; delays or failures by customers to make payments owed to us; infrastructure issues in the oil and natural gas industry; availability and cost of highly skilled labor and raw materials; completion of potential dispositions, and acquisitions, and integration and success of acquired businesses and joint ventures. Halliburton’s Form 10-K for the year ended December 31, 2025, Current Reports on Form 8-K and other Securities and Exchange Commission filings discuss some of the important risk factors identified that may affect Halliburton’s business, results of operations, and financial condition. Halliburton undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.




HALLIBURTON COMPANY Condensed Consolidated Statements of Operations (Millions of dollars and shares except per share data) (Unaudited)

	Three Months Ended
	March 31,						December 31,
		2026			2025			2025
Revenue:
Completion and Production	$	3,016		$	3,120		$	3,268
Drilling and Evaluation		2,386			2,297			2,389
Total revenue	$	5,402		$	5,417		$	5,657
Operating income:
Completion and Production	$	439		$	531		$	570
Drilling and Evaluation		351			352			367
Corporate and other		(69	)		(66	)		(66	)
SAP S4 upgrade expense		(42	)		(30	)		(42	)
Impairments and other charges (a)		—			(356	)		(83	)
Total operating income		679			431			746
Interest expense, net		(82	)		(86	)		(86	)
Other, net		(28	)		(39	)		(25	)
Income before income taxes		569			306			635
Income tax provision (b)		(105	)		(103	)		(46	)
Net income	$	464		$	203		$	589
Net (income) loss attributable to noncontrolling interest		(3	)		1			—
Net income attributable to Company	$	461		$	204		$	589

Basic and diluted net income per share	$	0.55		$	0.24		$	0.70
Basic weighted average common shares outstanding		837			866			839
Diluted weighted average common shares outstanding		839			866			840

(a)	See Footnote Table 1 for details of the impairments and other charges recorded during the three months ended March 31, 2025 and December 31, 2025.
(b)	The income tax provision during the three months ended March 31, 2026 includes a $32 million tax benefit associated with a valuation allowance release. The income tax provision during the three months ended March 31, 2025 includes a tax effect on impairments and other charges. The income tax provision during the three months ended December 31, 2025 includes an $86 million discrete tax benefit from the Foreign-Derived Intangible Income (FDII) deduction attributable to a royalty prepayment, as well as the tax effect on impairments and other charges.
See Footnote Table 1 for Reconciliation of Operating Income to Adjusted Operating Income.
See Footnote Table 2 for Reconciliation of Net Income to Adjusted Net Income.





HALLIBURTON COMPANY Condensed Consolidated Balance Sheets (Millions of dollars) (Unaudited)

	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and equivalents	$	2,003	$	2,206
Receivables, net		5,197		4,942
Inventories		3,019		2,976
Other current assets		1,316		1,274
Total current assets		11,535		11,398
Property, plant, and equipment, net		5,182		5,261
Goodwill		2,992		2,938
Deferred income taxes		2,339		2,298
Operating lease right-of-use assets		895		938
Other assets		2,199		2,177
Total assets	$	25,142	$	25,010
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	3,211	$	3,133
Accrued employee compensation and benefits		622		767
Current portion of operating lease liabilities		243		263
Current maturities of long-term debt		90		—
Other current liabilities		1,371		1,425
Total current liabilities		5,537		5,588
Long-term debt		7,070		7,158
Operating lease liabilities		678		712
Employee compensation and benefits		395		428
Other liabilities		637		619
Total liabilities		14,317		14,505
Company shareholders’ equity		10,780		10,461
Noncontrolling interest in consolidated subsidiaries		45		44
Total shareholders’ equity		10,825		10,505
Total liabilities and shareholders’ equity	$	25,142	$	25,010





HALLIBURTON COMPANY Condensed Consolidated Statements of Cash Flows (Millions of dollars) (Unaudited)

	Three Months Ended
	March 31,
		2026			2025
Cash flows from operating activities:
Net income	$	464		$	203
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation, depletion, and amortization		295			277
Impairments and other charges		—			356
Working capital (a)		(252	)		(154	)
Other operating activities		(234	)		(305	)
Total cash flows provided by operating activities		273			377
Cash flows from investing activities:
Capital expenditures		(192	)		(302	)
Payments to acquire businesses		(97	)		(116	)
Purchases of marketable securities		(2	)		(96	)
Proceeds from sales of property, plant, and equipment		42			49
Sales of marketable securities		27			41
Purchase of an equity investment		—			(345	)
Other investing activities		(21	)		(15	)
Total cash flows used in investing activities		(243	)		(784	)
Cash flows from financing activities:
Dividends to shareholders		(142	)		(147	)
Stock repurchase program		(100	)		(250	)
Other financing activities		5			(9	)
Total cash flows used in financing activities		(237	)		(406	)
Effect of exchange rate changes on cash		4			(1	)
Decrease in cash and equivalents		(203	)		(814	)
Cash and equivalents at beginning of period		2,206			2,618
Cash and equivalents at end of period	$	2,003		$	1,804

(a)	Working capital includes receivables, inventories, and accounts payable.

See Footnote Table 3 for Reconciliation of Cash Flows from Operating Activities to Free Cash Flow.





HALLIBURTON COMPANY Revenue and Operating Income Comparison By Operating Segment and Geographic Region (Millions of dollars) (Unaudited)

	Three Months Ended
	March 31,						December 31,
Revenue		2026			2025			2025
By operating segment:
Completion and Production	$	3,016		$	3,120		$	3,268
Drilling and Evaluation		2,386			2,297			2,389
Total revenue	$	5,402		$	5,417		$	5,657

By geographic region:
North America	$	2,136		$	2,236		$	2,207
Latin America		1,090			896			1,066
Europe/Africa/CIS		858			775			928
Middle East/Asia		1,318			1,510			1,456
Total revenue	$	5,402		$	5,417		$	5,657

Operating Income
By operating segment:
Completion and Production	$	439		$	531		$	570
Drilling and Evaluation		351			352			367
Total operations		790			883			937
Corporate and other		(69	)		(66	)		(66	)
SAP S4 upgrade expense		(42	)		(30	)		(42	)
Impairments and other charges		—			(356	)		(83	)
Total operating income	$	679		$	431		$	746

See Footnote Table 1 for Reconciliation of Operating Income to Adjusted Operating Income.





FOOTNOTE TABLE 1

HALLIBURTON COMPANY Reconciliation of Operating Income to Adjusted Operating Income (Millions of dollars) (Unaudited)

	Three Months Ended
	March 31,				December 31,
	2026		2025		2025
Operating income	$	679	$	431	$	746

Impairments and other charges:
Severance costs		—		107		23
Impairment of assets held for sale		—		104		24
Impairment of real estate facilities		—		53		—
Equity in earnings loss		—		—		50
Other		—		92		(14	)
Total impairments and other charges (a)		—		356		83
Adjusted operating income (b) (c)	$	679	$	787	$	829

(a)	During the three months ended March 31, 2025, Halliburton recognized a pre-tax charge of $356 million as a result of severance costs, an impairment of assets held for sale, an impairment on real estate facilities, and other items, primarily related to legacy environmental remediation cost estimate increases. During the three months ended December 31, 2025, Halliburton recognized a pre-tax charge of $83 million as a result of an equity in earnings loss, an impairment of assets held for sale, severance costs, and other items.
(b)	Adjusted operating income is a non-GAAP financial measure which is calculated as: “Operating income” plus “Total impairments and other charges” for the respective periods. Management believes that operating income adjusted for impairments and other charges is useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company’s normal operating results. Management analyzes operating income without the impact of these items as an indicator of performance, to identify underlying trends in the business, and to establish operational goals. The adjustments remove the effect of these items.
(c)	We calculate operating margin by dividing operating income by revenue. We calculate adjusted operating margin, a non-GAAP financial measure, by dividing adjusted operating income by revenue. Management believes adjusted operating margin is useful to investors to assess and understand operating performance.





FOOTNOTE TABLE 2

HALLIBURTON COMPANY Reconciliation of Net Income to Adjusted Net Income (Millions of dollars and shares except per share data) (Unaudited)

	Three Months Ended
	March 31,					December 31,
	2026		2025			2025
Net income attributable to company	$	461	$	204		$	589

Adjustments:
Impairments and other charges (a)		—		356			83
Total adjustments, before taxes		—		356			83
Tax benefit from prepayment (b)		—		—			(86	)
Tax adjustment (b)		—		(43	)		(10	)
Total adjustments, net of taxes (c)		—		313			(13	)
Adjusted net income attributable to company (c)	$	461	$	517		$	576

Diluted weighted average common shares outstanding		839		866			840
Net income per diluted share (d)	$	0.55	$	0.24		$	0.70
Adjusted net income per diluted share (d)	$	0.55	$	0.60		$	0.69

(a)	See Footnote Table 1 for details of the impairments and other charges recorded during the three months ended March 31, 2025 and December 31, 2025.
(b)	During the three months ended March 31, 2025, the tax adjustment includes the effect on impairments and other charges. During the three months ended December 31, 2025, the adjustments include an $86 million discrete tax benefit from the FDII deduction attributable to a royalty prepayment as well as the tax effect on impairments and other charges.
(c)	Adjusted net income attributable to company is a non-GAAP financial measure which is calculated as: “Net income attributable to company” plus “Total adjustments, net of taxes” for the respective periods. Management believes net income adjusted for impairments and other charges, along with the tax adjustments is useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the company’s normal operating results. Management analyzes net income without the impact of these items as an indicator of performance to identify underlying trends in the business and to establish operational goals. Total adjustments remove the effect of these items.
(d)	Net income per diluted share is calculated as: “Net income attributable to company” divided by “Diluted weighted average common shares outstanding.” Adjusted net income per diluted share is a non-GAAP financial measure which is calculated as: “Adjusted net income attributable to company” divided by “Diluted weighted average common shares outstanding.” Management believes adjusted net income per diluted share is useful to investors to assess and understand operating performance.





FOOTNOTE TABLE 3

HALLIBURTON COMPANY Reconciliation of Cash Flows from Operating Activities to Free Cash Flow (Millions of dollars) (Unaudited)

	Three Months Ended
	March 31,						December 31,
		2026			2025			2025
Total cash flows provided by operating activities	$	273		$	377		$	1,165
Capital expenditures		(192	)		(302	)		(337	)
Proceeds from sales of property, plant, and equipment		42			49			47
Free cash flow (a)	$	123		$	124		$	875

(a)	Free Cash Flow is a non-GAAP financial measure which is calculated as “Total cash flows provided by operating activities” less “Capital expenditures” plus “Proceeds from sales of property, plant, and equipment.” Management believes that Free Cash Flow is a key measure to assess liquidity of the business and is consistent with the disclosures of Halliburton’s direct, large-cap competitors.

Conference Call Details

Halliburton Company (NYSE: HAL) will host a conference call on Tuesday, April 21, 2026, to discuss its first quarter 2026 financial results. The call will begin at 8:00 a.m. CT (9:00 a.m. ET).

Please visit the Halliburton website to listen to the call via live webcast. A recorded version will be available for seven days under the same link immediately following the conclusion of the conference call. You can also pre-register for the conference call and obtain your dial in number and passcode by clicking here.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260421419280/en/

Investor Relations Contact

David Coleman

[email protected]

281-871-2688

Media Relations

Alexandra Franceschi

[email protected]

281-871-2601

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Energy Other Energy Oil/Gas

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April 21, 2026 6:48 am

Jacobs introduces Flood IQ to help utilities and cities anticipate and manage flood risk

Jacobs introduces Flood IQ to help utilities and cities anticipate and manage flood risk

AI-enabled solution integrates data, rapid forecasting and operations intelligence to support faster, more informed decisions

DALLAS–(BUSINESS WIRE)–Jacobs (NYSE: J) introduces Flood IQ, an artificial intelligence (AI)-enabled solution to help cities, utilities and government agencies anticipate, manage and recover from flooding events. The solution brings together Jacobs’ decades of flood engineering expertise with advanced AI to transform fragmented water and drainage system data into actionable intelligence for preparedness, response and long-term resilience planning.

Flood risk is increasing worldwide as weather extremes, aging infrastructure and urban growth place greater pressure on water systems. At the same time, communities face constrained budgets and rising expectations for transparency and protection. Flood IQ addresses these challenges by applying machine learning and AI to improve situational visibility across critical infrastructure, surface water and sewer networks, and to enable rapid flood forecasting, multi-scenario operational planning and data-based emergency response.

Jacobs Executive Vice President Amer Battikhi said: “Flood IQ represents a fundamental shift in how flood resilience is delivered, helping cities and utilities move beyond static models and reactive responses. It provides continuous intelligence into how water systems are performing, supporting real-time decisions and long-term planning, while boosting resilience against recurring and major events. It reflects how Jacobs is applying artificial intelligence across infrastructure to help clients make faster, more informed decisions in increasingly complex environments, as part of our growing portfolio of AI-enabled solutions supporting critical infrastructure systems worldwide.”

Flood IQ brings together capabilities already deployed across multiple projects globally, integrating sensors, hydraulic models, operational data, AI analytics and mobile emergency response applications.

Examples of project deployment include:

United Utilities (U.K.) – Applied machine learning across 78,000 kilometers of sewer network, reducing sewer flooding and pollution events by approximately 20% through predictive operations.
Oxford–Cambridge Arc (U.K.) – Evaluated billions of mitigation pathways across 27 climate and growth scenarios to inform long-term resilience planning.
Puerto Rico Aqueduct and Sewer Authority – Integrated more than 7,700 sensors and 3,000 assets into a unified digital storm-response platform, strengthening operational coordination across the island during hurricanes.

These deployments demonstrate how AI-enabled flood intelligence can reduce flood impacts, improve service continuity and guide smarter infrastructure investment.

Flood IQ provides a unified operational view by combining rainfall radar, river and coastal conditions, stormwater and wastewater network data, and critical infrastructure data. Using AI-powered analytics, the platform forecasts where flooding may occur and when, identifies system stress points and supports coordinated actions during severe weather events to protect communities.

Flood IQ leverages Jacobs’ novel combination of decades-long infrastructure expertise and advanced digital capabilities, including AI development, cloud-scale data engineering and rapid application development. The solution integrates seamlessly with existing tools including Aqua DNA, Flood Modeller and Flood Platform, creating a comprehensive ecosystem for flood resilience.

Learn more about Flood IQ at https://www.jacobs.com/flood-iq.

Notes to editors

About Flood IQ

Flood IQ includes two integrated solution suites:

Preparedness Suite

Rapid forecasting to provide 24- to 72-hour lead times ahead of potential flooding
AI resilience planning to evaluate mitigation strategies across future climate scenarios
Smart asset upgrades to provide predictive identification of infrastructure most at risk of failure

Real-Time Response Suite

System-wide visibility across rainfall, runoff, water infrastructure, local drainage systems, rivers, and coastal conditions; multi-agency visibility enabling coordinated emergency response and traffic management
AI operational decision support for pumps, gates and storage assets
Public alerts and localized risk updates for communities and stakeholders

Through this approach, organizations can expand flood forecasting coverage more quickly, evaluate thousands of resilience strategies, prioritize infrastructure investment and improve coordination during severe weather events.

At Jacobs, we’re challenging today to reinvent tomorrow – delivering outcomes and solutions for the world’s most complex challenges. With approximately $12 billion in annual revenue and a team of approximately 47,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we’re creating a more connected and sustainable world. See how at jacobs.com and connect with us on LinkedIn, Instagram, X and Facebook.

Certain statements contained in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. We base these forward-looking statements on management’s current estimates and expectations, as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements including, but not limited to, uncertainties as to, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation and executive orders related to governmental spending, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S. or foreign tax laws, including the tax legislation enacted in the U.S. in July 2025, statutes, rules, regulations or ordinances, including the impact of, and changes to tariffs and retaliatory tariffs or trade policies, that may adversely impact our future financial positions or results of operations, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession or economic downturn, and increased uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, among others. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see our filings with the U.S. Securities and Exchange Commission. The company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

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April 21, 2026 6:48 am

Ferguson to Issue First Quarter ResultsAnd Host Conference Call on May 5, 2026

Ferguson to Issue First Quarter ResultsAnd Host Conference Call on May 5, 2026

NEWPORT NEWS, Va.–(BUSINESS WIRE)–Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG) announces today that it will issue its first quarter results on Tuesday, May 5, 2026. The results will be available on Ferguson’s website at corporate.ferguson.com at 6:45 a.m. ET/11:45 a.m. BST.

A conference call and webcast of the analyst and investor presentation will be broadcast at 8:30 a.m. ET/1:30 p.m. BST on the same day. Participants can register for the webcast at corporate.ferguson.com.

A slide presentation that accompanies the event will be available 15 minutes prior to the start time at corporate.ferguson.com on the Events, Results and Reports page under the Investors tab. An archived version of the webcast and slide presentation will be available for 12 months after the live event.

About Ferguson

Ferguson (NYSE: FERG; LSE: FERG) is North America’s largest value-added distributor of essential water and air solutions, serving specialized professionals in our $340B residential and non-residential construction markets. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $31.3 billion (CY’25) and approximately 35,000 associates in over 1,700 locations. For more information, please visit corporate.ferguson.com.

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Investor Inquiries

Pete Kennedy

Vice President, Investor Relations

+1 757 603 0111

Christen Rusbarsky

Director, Investor Relations

+1 443 528 2533

Media Inquiries

Christine Dwyer

Vice President, Communications and Public Relations

+1 757 469 5813

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April 21, 2026 6:34 am

Oscar Health, Inc. Appoints Director Siddhartha Sankaran as Independent Chair of the Board

NEW YORK–(BUSINESS WIRE)–
Oscar Health, Inc. (“Oscar” or the “Company”) (NYSE: OSCR), a leading healthcare technology company, today announced the appointment of independent director Siddhartha Sankaran as Chair of the Board, effective June 4, 2026. Sankaran will succeed Jeffery Boyd, who has served as Chair since February 2021 and is not standing for reelection at Oscar Health’s Annual Meeting.

Sankaran has more than 20 years of leadership in the insurance industry, serving in executive roles at multiple public companies, including at American International Group, Inc., SiriusPoint Ltd. and FWD Group Holdings Limited. He brings a wealth of expertise from serving on numerous boards. He also contributed to building robust governance practices and standards in his five years of service on Oscar Health’s Board.

Mark Bertolini, Oscar Health’s Chief Executive Officer, said: “The individual market is the future of healthcare for millions of consumers and businesses. I am thrilled to have Sid lead our Board through Oscar’s next phase. I also want to thank Jeff for his tireless commitment, first as a trusted advisor and through our IPO and beyond. His steady leadership was instrumental during a defining period of growth and change.”

Boyd remarked: “It’s been a privilege to be a part of Oscar’s transformation from bold startup into a leader in the individual market. The past 12 years have been an incredible run. Oscar is positioned for strong 2026 performance and long-term growth, and could not be in better hands as I begin my next chapter.”

Sankaran added: “I am honored to step into this role at a pivotal moment for Oscar and for healthcare. The future of healthcare should be simple, personal, and consumer-driven – and Oscar is uniquely positioned to lead that change. The Oscar team is redefining the healthcare experience and building a more efficient market that works for everyone.”

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained herein are forward-looking statements. These statements include, but are not limited to, statements about our business and financial prospects, and industry and market dynamics and expected trends. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential,” or “continues” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict and generally beyond our control.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, there are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”), and our other filings with the SEC. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Any forward-looking statement speaks only as of the date as of which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise.

About Oscar Health

Oscar Health, Inc. is a leading healthcare technology company built on a full-stack platform and a relentless focus on member experience. Oscar Health helps make high-quality and affordable care more accessible for millions of people through Oscar’s Individual & Family plans and ICHRA solutions, +Oscar technology services, and Lucie Health Marketplace. Consumers benefit from better choice, deeper engagement, and connection to high-value clinical care.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260421657977/en/

Investor Contact:

Chris Potochar

VP of Investor Relations

[email protected]

Media Contact:

Dalya Browne

Senior Director, Communications

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Health Health Technology Health Insurance Finance General Health

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April 21, 2026 6:34 am

Civeo Announces First Quarter 2026 Earnings Conference Call

Civeo Announces First Quarter 2026 Earnings Conference Call

HOUSTON–(BUSINESS WIRE)–
Civeo Corporation (NYSE:CVEO) announced today that it has scheduled its first quarter 2026 earnings conference call for Friday May 1st, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). During the call, Civeo will discuss financial and operating results for the first quarter 2026, which will be released before the market opens on Friday, May 1, 2026.

By Phone:

Dial 877-423-9813 inside the U.S. or 201-689-8573 internationally and ask for the Civeo call or provide the conference ID: 13760283# at least 10 minutes prior to the start time.

A replay will be available through May 11th by dialing 844-512-2921 inside the U.S. or 412-317-6671 internationally and using the conference ID 13760283#.

By Webcast:

Connect to the webcast via the Events and Presentations page of Civeo’s Investor Relations website at www.civeo.com.

Please log in at least 10 minutes in advance to register and download any necessary software.

A webcast replay will be available after the call.

About Civeo:

Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Canadian oil sands and the Australian natural resource regions. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently owns and operates a total of 28 lodges and villages in North America and Australia with an aggregate of approximately 27,500 rooms. In addition, Civeo operates and provides hospitality services at 24 customer-owned locations with approximately 19,500 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange. For more information, please visit Civeo’s website at www.civeo.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260421301721/en/

Regan Nielsen

Civeo Corporation

Vice President, Corporate Development & Investor Relations

713-510-2400

KEYWORDS: Texas New York United States North America Canada

INDUSTRY KEYWORDS: Natural Resources Lodging Other Natural Resources Destinations Travel

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April 21, 2026 6:34 am

Sow Good Announces Transformative Acquisition of the Nachu Graphite Project, Positioning the Company as a Critical Minerals and Battery Anode Developer

IRVING, Texas, April 21, 2026 (GLOBE NEWSWIRE) — Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or the “Company”), announces a transformative acquisition that will position the Company as a critical minerals and battery anode developer supplying high-purity natural flake graphite to the global lithium-ion battery supply chain, while continuing to produce the freeze-dried treats for which it is known. The Company has entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with Ryzon Materials Ltd (“Ryzon”) and the sellers named therein (the “Sellers”) to acquire 100% of the issued and outstanding shares (the “Transaction”) of wholly owned Tanzanian subsidiaries of Ryzon (the “Targets”). Following closing, the Company intends to focus on advancing the acquired project toward construction and production, with its current consumer products operations managed as a separate business segment, and management of Sow Good (“Management”) believes the Transaction positions Sow Good as a burgeoning battery metals company with a platform for additional critical mineral acquisitions in the future.

The Targets are the sole holders of the Nachu Graphite Project, a world-class, advanced-stage graphite development asset located in the Ruangwa District, Lindi Region of Southern Tanzania (the “Tanzanian Project” or “Nachu Project”). The Nachu Project is reported to be one of the largest known high-purity natural flake graphite deposits globally, and is reported to benefit from a completed Bankable Feasibility Study (prepared under the JORC Code 2012, and not under S-K 1300), a binding offtake agreement with a U.S. Tier-1 EV and ESS manufacturer, a Special Economic Zone license, and a 15.5-year mine life.*

Unless otherwise stated, all technical and economic data relating to the Nachu Project contained in this press release has been derived from Ryzon’s publicly available disclosures and has not been independently verified by the Company. See “Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure” below.*

About the Tanzanian Project

The Nachu Project is an advanced-stage, open-pit graphite development project that is fully permitted and located approximately 20 km from the town of Ruangwa in the Lindi Region of Southern Tanzania, and approximately 220 km by road from the deep-water port of Mtwara. The project is at the advanced development stage, having completed a bankable feasibility study, secured all principal mining and environmental permits, and obtained a Special Economic Zone license, but has not commenced construction or production to date.*

The 2022 BFS Update prepared by Ausenco Services Pty Ltd and other consultants under the JORC Code 2012 (the “2022 BFS Update”) reports that the Nachu Project hosts a global mineral resource of 174 million tonnes at 5.4% total graphitic carbon (“TGC”) and an ore reserve of 76 million tonnes at 5.2% TGC. The project is designed to process 5 million tonnes per year of run-of-mine ore through a conventional crushing, grinding, and flotation circuit to produce approximately 236,000 tonnes per year of graphite concentrate at 98.5%–99.0% TGC purity — without chemical purification.*

In addition, Ryzon has disclosed that the Nachu Project benefits from a binding offtake agreement with a Tier-1 EV and ESS manufacturer for supply of natural graphite anode materials. The Company has not independently verified the terms or current status of this agreement. If this agreement remains in effect following closing, Management believes it would:

provide cornerstone revenue visibility and de-risk the Nachu Project’s commercial viability;
position Sow Good as a direct participant in the non-Chinese battery anode supply chain at a time of acute Western government and automaker focus on supply chain security;
support project financing discussions by demonstrating contracted demand from a globally recognized counterparty; and
provide a foundation from which to pursue additional offtake agreements with other battery manufacturers, cathode/anode producers, and trading houses.

Re-confirming and, if necessary, re-establishing the terms of the existing offtake agreement will be a priority for Management following closing of the Transaction.

The Nachu Project was originally developed by Magnis Energy Technologies Ltd (ASX: MNS), which subsequently changed its name to Magnis Resources Ltd and was later reorganized. The project and its Tanzanian subsidiaries were transferred to Ryzon Materials Ltd as part of an internal restructuring. The Company is aware that Magnis Energy Technologies received certain adverse media coverage during its ASX-listed tenure. The Company’s decision to proceed with the Transaction is based on its evaluation of the underlying asset, the technical work completed to date (subject to verification under S-K 1300), and the commercial arrangements in place, rather than the corporate history of prior holders.*

*See “Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure” and “Differences Between U.S. and International Standards for Mineral Disclosure” below. These estimates were prepared by Ryzon in accordance with the JORC Code 2012 and have not been prepared in accordance with S-K 1300. The Company has not independently verified these estimates and readers are cautioned not to place undue reliance on them.

Transaction Highlights

The Transaction values the Tanzanian Project at an aggregate consideration of AUD$150,000,000 (approximately US$107 million based on the RBA AUD/USD exchange rate as of the date hereof), to be satisfied entirely by the issuance of Sow Good common shares (the “Consideration Shares”), less the amount of Ryzon’s net debt at completion. Based on the 10-Day VWAP and RBA AUD/USD exchange rate as at the date of this announcement, approximately 334,150,145 Consideration Shares (or 22,276,676 Consideration Shares after adjusting for the Company’s announced 15-to-1 reverse stock split) are issuable in aggregate.
The Consideration Shares have been determined as of the date of this announcement. The 10-Day VWAP of Sow Good common shares on Nasdaq for the 10 trading days immediately preceding the date of this announcement was US$0.3209, and the RBA AUD/USD exchange rate as of such date was 0.7149, resulting in 334,150,145 Consideration Shares (or 22,276,676 Consideration Shares after adjusting for the Company’s announced 15-to-1 reverse stock split) being issuable in aggregate to the Sellers, the Brokers and the Lenders (as defined in the Share Purchase Agreement).
33,415,014 Consideration Shares (or 2,227,667 Consideration Shares after adjusting for the Company’s announced 15-to-1 reverse stock split) (the “Escrow Shares”), equal to AUD$15,000,000 will be held back to support the indemnification obligations of the Sellers under the Share Purchase Agreement. The Escrow Shares will be issued pursuant to 222,767 contingent value rights (the “CRVs”), with each CRV providing for a total of 10 Escrow Shares delivered across two indemnification milestones occurring 12 and 18 months after the closing date of the Transaction.
The Consideration Shares will be subject to lock-up and dribble-out restrictions on resale pursuant to the terms of a stockholders agreement to be entered into between Sow Good and the Sellers at closing (the “Stockholders Agreement”).
The Transaction is subject to customary closing conditions, including:
- Approval of Sow Good’s stockholders as required under applicable Nasdaq Listing Rules, including Nasdaq Listing Rule 5635;
- Receipt of regulatory approvals in Tanzania, including approval from the Fair Competition Commission of Tanzania and any required approvals from the Mining Commission of Tanzania and the Tanzania Minerals Audit Agency;
- No material adverse change having occurred with respect to Ryzon or the Tanzanian Project between signing and closing;
- Execution and delivery of all closing deliverables, including the Stockholders Agreement, certain subscription agreements, and a registration rights agreement pursuant to which the Company will register the Consideration Shares for resale; and
- Other customary closing conditions set forth in the Share Purchase Agreement.

There is no assurance that all conditions to closing will be satisfied or waived or that the Transaction will be completed on the terms described herein or at all.

Industry Context: The Critical Role of Natural Graphite in the Battery Supply Chain

Natural graphite is the single largest input material by mass in a lithium-ion battery cell, comprising up to 25%–30% of total cell weight in the form of spherical graphite used in the anode. The anode is the largest component of a lithium-ion battery by mass, and high-purity, large-flake natural graphite is often the preferred feedstock for spherical graphite production due to its superior electrochemical performance, lower cost, and lower carbon footprint relative to synthetic graphite alternatives.

The global graphite supply chain is heavily concentrated in China, which currently controls approximately 70% of global natural flake graphite mine production and more than 95% of global spherical and coated graphite anode processing capacity. This concentration has become a significant concern for Western governments and automakers. The United States Inflation Reduction Act (IRA), its Foreign Entity of Concern (FEOC) provisions, and the European Union Critical Raw Materials Act (EU CRMA) are each designed to incentivize the development of non-Chinese sources of critical battery minerals, including natural graphite. These regulatory frameworks are creating structural demand for graphite sourced and processed outside of Chinese-controlled supply chains.

The Nachu Project is positioned to supply high-purity natural flake graphite concentrate directly into this emerging ex-China supply chain. Management believes that, if the project is successfully developed, Nachu would be among a limited number of non-Chinese sources of battery-grade natural graphite at scale globally.*

Strategic Rationale for the Transaction

The Transaction represents a compelling strategic opportunity for Sow Good to transform into a critical minerals and battery anode company through the acquisition of a well-studied, advanced-stage development asset in Tanzania. Based on Ryzon’s publicly available disclosures (which have not been independently verified by the Company and are not adopted or endorsed by the Company), Management believes the attractive project economics at a leading deposit of a critical mineral with special economic zone benefits, all coupled with the ability to fulfill a portion of the growing Western-aligned graphite and anode materials supply chain, make this acquisition strategically compelling.

Following closing, Sow Good’s primary focus will be advancing the Nachu Project toward an investment decision and construction. The Company intends to pursue project-level financing, including senior secured debt, export credit agency facilities, and strategic partner co-investment, supported by the Nachu Project’s contracted offtake and tax benefits The Company’s existing consumer products operations will continue to be managed as a separate business segment. Management believes that the Nachu acquisition, combined with access to U.S. capital markets, creates a compelling platform for building a leading Western-aligned battery metals company.

Management Commentary

Sam Goldberg, Chief Executive Officer of Sow Good, commented: “Today marks the beginning of Sow Good’s transformation into a critical minerals and battery anode company. The Nachu Project is, in our view, one of the premier undeveloped graphite assets in the world, with a completed Bankable Feasibility Study that reports very attractive NPV and IRR, a reported binding offtake with a Tier-1 EV manufacturer, and a 10-year Special Economic Zone tax exemption, and we are acquiring it for approximately US$107 million in Sow Good shares. While these figures are based on Ryzon’s JORC-compliant studies and have not yet been independently verified under S-K 1300, the implied value differential is significant. The global battery supply chain is at an inflection point: Western governments and automakers are actively seeking non-Chinese sources of battery-grade graphite, and we believe Nachu is uniquely positioned to meet that demand. This is not a diversification — it is a strategic repositioning, and we intend to use our Nasdaq platform to build a leading battery metals company. We look forward to working with Frank Poullas and the Ryzon team to advance Nachu toward construction and first production.”

Frank Poullas, representing Ryzon, added: “Nachu is a technically exceptional asset — 174 million tonnes of mineral resource at 5.4% TGC under the JORC Code 2012, delivering 98.5%–99% purity concentrate through flotation alone, without chemical purification. That combination of scale and purity is extremely rare globally. After more than a decade of development work — completing a Bankable Feasibility Study, securing a binding offtake with a Tier-1 EV manufacturer, obtaining the only Special Economic Zone licence for graphite in Tanzania, and establishing an EPCM pathway — we believe the missing piece was access to deep, liquid capital markets and the credibility that comes with a U.S. listing. A Nasdaq listing opens the door to U.S. and European institutional investors, strategic partnerships with Western automakers, and alignment with the Inflation Reduction Act’s critical mineral sourcing requirements. Ryzon’s shareholders will maintain significant exposure to the project’s upside through their ownership in the combined company, and we are confident this transaction unlocks the full potential of what we have built.”

Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure

This press release contains references to mineral resource and mineral reserve estimates, economic analyses, and other technical information prepared by Ryzon in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code 2012”). The JORC Code 2012 is an internationally recognized reporting code but differs in certain material respects from the requirements of Subpart 229.1300 of Regulation S-K (“S-K 1300”), the disclosure standard applicable to Sow Good as an SEC registrant.

The mineral resource and mineral reserve estimates, economic metrics (including NPV, IRR, and capital and operating cost estimates), production profiles, and other technical data referenced in this press release have been derived from the 2022 BFS Update and other publicly available disclosures prepared by Ryzon. These estimates constitute historical estimates within the meaning of S-K 1300 and have not been verified by a qualified person (as defined under S-K 1300) retained by Sow Good. Accordingly, these estimates should not be relied upon as if they had been prepared in compliance with S-K 1300.

Key differences between the JORC Code 2012 and S-K 1300 include, but are not limited to: (i) different definitions and classification criteria for mineral resources and mineral reserves; (ii) different requirements for the preparation and content of technical report summaries; (iii) different commodity pricing methodologies for economic analyses; (iv) the JORC Code 2012 permits the inclusion of inferred mineral resources in economic analyses under certain conditions, whereas S-K 1300 requires additional cautionary language and sensitivity analysis excluding inferred resources; and (v) S-K 1300 requires that all technical disclosure be based on and accurately reflect information prepared by a qualified person.

Readers are cautioned that: (a) mineral resources are not mineral reserves and do not have demonstrated economic viability; (b) there is no certainty that all or any part of the mineral resources will be converted to mineral reserves; (c) the economic analysis contained in the 2022 BFS Update may include inferred mineral resources that are too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves; and (d) the estimates and economic metrics presented herein may differ materially from the estimates that will be required to be included in Sow Good’s SEC filings following closing of the Transaction.

Following closing, Sow Good intends to commission a technical report summary for the Nachu Project in compliance with S-K 1300, to be prepared by an independent qualified person, and to file such report with the SEC as required. Until such time, investors should not place undue reliance on the historical estimates and technical information referenced herein.

For the avoidance of doubt, the Company does not adopt, endorse, or make any representation or warranty as to the accuracy, completeness, or reliability of any mineral resource or mineral reserve estimate, economic analysis, production profile, offtake arrangement, or other technical or commercial information prepared or reported by Ryzon or its consultants. All such information referenced in this press release has been derived from publicly available disclosures by Ryzon and is provided solely for the purpose of giving investors context regarding the Transaction and the asset being acquired. Investors should not place undue reliance on Ryzon’s historical estimates or other technical data in making investment decisions regarding Sow Good’s securities.

U.S. Securities Law

The Consideration Shares to be issued pursuant to the Transaction have not been under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The shares issuable pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from the registration requirements of the Securities Act, including Regulation S and/or Section 4(a)(2) thereunder, or other applicable exemptions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Sow Good.

In connection with the Transaction, Sow Good intends to file with the U.S. Securities and Exchange Commission (the “SEC”) an Information Statement pursuant to Section 14(c) of the Exchange Act of 1934 (the “Information Statement”), in preliminary and definitive form, and other required documents regarding the Transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY SOW GOOD WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOW GOOD, RYZON, THE TRANSACTION, AND THE RELATED RISKS AND RELATED MATTERS.

The Information Statement will be mailed to stockholders of Sow Good. Investors will be able to obtain free copies of the Information Statement, as may be amended from time to time, and other relevant documents filed by Sow Good with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Sow Good, including the Information Statement (when available), will be available free of charge from Sow Good’s website at www.sowginc.com under the “Investors” tab.

Differences Between U.S. and International Standards for Mineral Disclosure

As an SEC registrant, Sow Good is required to report mineral resource and mineral reserve information in compliance with Subpart 229.1300 of Regulation S-K (“S-K 1300”), the SEC’s mining disclosure standard. S-K 1300 establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in accordance with S-K 1300. Readers are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into mineral reserves.
The Tanzanian Project’s existing technical disclosure has been prepared by Ryzon in accordance with the JORC Code 2012, as required for Australian-listed companies. Accordingly, public disclosure related to the Tanzanian Project prepared by Ryzon may differ from the estimates of resources and reserves that will be required to be filed by Sow Good with the SEC following closing of the Transaction. Sow Good intends to update the technical disclosure for the Tanzanian Project to comply with S-K 1300 requirements as promptly as practicable.

About Sow Good Inc.

Sow Good Inc. (NASDAQ: SOWG) is a Nasdaq-listed company operating a consumer packaged goods business focused on freeze-dried candy and snack products. Following the closing of the Transaction, the Company will operate in a separate segment from the consumer packaged good business as a critical minerals developer and battery anode materials company through the acquisition of the Nachu Graphite Project in Tanzania.

About Ryzon Materials Ltd

Ryzon Materials Ltd is an Australian unlisted public company that holds the Nachu Project through its wholly owned Tanzanian subsidiaries, Uranex Tanzania Limited and Magnis Technologies Tanzania Limited. The Tanzanian Project is a significant high-purity, large-flake graphite development project located in the Ruangwa region of Tanzania.

Forward-Looking Statements

This press release contains forward-looking statements. Statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, expected growth, and future capital expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements contained in this press release include, but are not limited to statements about: (a) the expected timing and completion of the Transaction; (b) the anticipated benefits of the Transaction; (c) the expected development of the Tanzanian Project; (d) the anticipated receipt of stockholder and regulatory approvals; (e) the future financial and operational performance of the company following the Transaction; (f) our new management and Board of Directors’ ability to execute our business strategy, maintain effective internal controls, and manage our operations; (g) our ability to provide shareholder value through strategic alternatives, including potential partnerships, acquisitions and corporate transactions; (h) our ability to obtain the benefits of our recent private placement and strategic asset sale; (i) the continued market for freeze-dried candy; (j) our ability to compete successfully in the highly competitive industry in which we operate; (k) our ability to maintain and enhance our brand; (l) our ability to successfully implement our growth strategies related to launching new products and enter new markets; (m) the effectiveness and efficiency of our marketing programs; (n) our ability to manage current operations and to manage future growth effectively; (o) our future operating performance; (p) our ability to attract new customers or retain existing customers; (q) our ability to protect and maintain our intellectual property; (r) the government regulations to which we are subject; (s) our ability to maintain adequate liquidity to meet our financial obligations; (t) failure to obtain sufficient sales and distributions for our freeze dried product offerings; (u) the potential for supply chain disruption and delay; (v) the potential for transportation, labor, and raw material cost increases; (w) our expectations with our new retail wins; (x) our ability to realize the cost savings from our facility consolidations and operational efficiency measures; (y) the ability of the Company to meet Nasdaq’s continued listing standards and Nasdaq’s willingness to grant any extensions to regain compliance or delist the Company; (z) the ability of the Company to successfully commission a technical report summary for the Nachu Project in compliance with S-K 1300 and to integrate and develop the Nachu Project following closing; (aa) the accuracy and reliability of mineral resource and mineral reserve estimates, economic analyses, and other technical information prepared by Ryzon under the JORC Code 2012; (bb) the ability to obtain financing for the development of the Nachu Project; (cc) the ability to maintain the current offtake agreement and to secure additional offtake agreements; (dd) the ability to construct and operate the Nachu Project within the estimated capital and operating cost parameters; (ee) the ability of the Company to successfully reposition as a critical minerals developer and to attract mining industry management, technical personnel, and board members with relevant expertise; (ff) the ability to re-confirm or re-establish existing offtake agreements on acceptable terms following closing; (gg) risks associated with the geopolitical environment in Tanzania, including changes in mining, tax, and investment laws; (hh) risks associated with the use of Chinese EPCM contractors and the potential impact on the project’s status under IRA/FEOC and EU CRMA critical mineral sourcing requirements; and (ii) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. All information provided in this release is as of the date hereof and we undertake no duty to update this information except as required by law.

Contact Information

Sow Good Inc.

Sam Goldberg
Chief Executive Officer
[email protected]