Collegium Reports First Quarter 2026 Financial Results and Highlights Recent Company Progress

– Generated Quarterly Net Revenues of $193.5 Million, Up 9% Year-over-Year – 

– Generated JORNAY PM

®

Quarterly Net Revenue of $38.9 Million, Up 36% Year-over-Year –

– On Track to Close Acquisition of AZSTARYS

®

in Second Quarter of 2026, Adding Highly Complementary and Differentiated Medicine with Significant Growth Potential to Collegium’s Existing ADHD Portfolio –

– Generated Quarterly Pain Portfolio Net Revenues of $154.6 Million, Up 4% Year-over-Year –

– Ended Q1’26 with Cash, Cash Equivalents and Marketable Securities of $421.8 Million –

– Reaffirmed Full-Year 2026 Guidance for the Current Business –

– Conference Call Scheduled for Today at 8:00 a.m. ET –

STOUGHTON, Mass., May 07, 2026 (GLOBE NEWSWIRE) — Collegium Pharmaceutical, Inc. (Nasdaq: COLL) today reported its financial results for the quarter ended March 31, 2026, and provided a business update.

“In the first quarter, we made meaningful progress on our 2026 strategic priorities, including delivering strong performance for JORNAY PM and continued durability from our pain portfolio” said Vikram Karnani, President and Chief Executive Officer. “We generated additional growth for JORNAY PM, with net revenue up 36% and prescriptions rising 14% driven by gains in both new prescribers and market share. We are encouraged by the impact of our expanded ADHD salesforce and marketing initiatives and look forward to integrating AZSTARYS following the expected close of the transaction. The pending acquisition of AZSTARYS represents an important next step in strengthening our ADHD portfolio, extending revenues into the late 2030s, and expanding our growth profile. At the same time, our pain portfolio delivered another solid quarter of durable revenues, driven by differentiated products and deliberate actions taken to enhance profitability. We remain focused on executing our strategy to build a leading diversified biopharmaceutical company while improving the lives of people living with serious medical conditions.”

“We delivered strong first quarter results, marked by significant net revenue growth for JORNAY PM, robust contributions from our pain portfolio, and impressive operating cash flows,” said Colleen Tupper, Chief Financial Officer. “Our strong financial position enabled us to continue to execute on our capital deployment strategy, fueling the proposed acquisition of AZSTARYS. We expect the acquisition to be immediately accretive upon close and to extend our revenues into the late 2030s. Following an encouraging start to the year, we are well positioned to achieve our strategic priorities and financial commitments as we work to drive long-term shareholder value.”

ADHD Business Highlights

  • Generated JORNAY PM net revenue of $38.9 million, up 36% year-over-year in the quarter ended March 31, 2026 (the 2026 Quarter).
  • JORNAY PM prescriptions reached an all-time high in the 2026 Quarter, with over 206,000 prescriptions written, up 14% year-over-year.
  • JORNAY PM prescribers reached an all-time high in the 2026 Quarter with approximately 30,000 healthcare providers writing JORNAY PM prescriptions, up 17% year-over-year.
  • In March, announced the acquisition of AZSTARYS from Corium Therapeutics for $650 million in cash with the potential for additional milestone payments up to $135 million contingent on future commercial and manufacturing milestones. The acquisition will add a highly complementary and differentiated medicine with significant growth potential to Collegium’s existing ADHD portfolio. The acquisition is expected to close in the second quarter of 2026 and be immediately accretive to adjusted EBITDA.
  • In March, launched the ‘Embrace Your Sparkle’ campaign with Paris Hilton, aimed at encouraging broader understanding and an open dialogue about ADHD.
  • In February, announced a multi-year sponsorship for a sensory room with Boston Legacy FC, a member of the National Women’s Soccer League (NWSL), to help make games accessible and inclusive for more fans while raising awareness and encouraging understanding of neurodevelopmental disorders, such as ADHD.
  • In January, presented four posters at the American Professional Society of ADHD and Related Disorders (APSARD) Annual Conference highlighting real-world JORNAY PM data.

Pain Portfolio Highlights

  • Generated pain portfolio net revenues of $154.6 million in the 2026 Quarter, up 4% year-over-year.
  • Generated Belbuca® net revenue of $52.6 million in the 2026 Quarter, up 2% year-over-year.
  • Generated Xtampza® ER net revenue of $50.8 million in the 2026 Quarter, up 7% year-over-year.
  • Generated Nucynta® Franchise net revenue of $47.0 million in the 2026 Quarter, flat year-over-year. This includes $2.7 million from Hikma Pharmaceuticals USA Inc. (Hikma) for the sale of the authorized generic (AG) versions of Nucynta and Nucynta ER, both launched in the 2026 Quarter. Under the terms of the AG agreement, Collegium will receive a significant share of net profits of the AG products from Hikma.
  • In March, presented two posters at PainConnect 2026 showcasing real-world data from the pain portfolio.

Corporate Updates

  • In April, announced proposed updates to Collegium’s Board of Directors effective as of the date of Collegium’s 2026 Annual Meeting of Shareholders on May 14, 2026 (the Annual Meeting). Michael Donovan, who most recently served as an audit Partner at Ernst & Young LLP and brings significant audit and biotechnology industry experience, is nominated to stand for election at the Annual Meeting. In addition, current Board member Dr. John Fallon will retire after having dutifully served since 2016.

Upcoming Events

The Company will participate in the following upcoming investor conferences in the second quarter of 2026:

  • Jefferies Global Healthcare Conference – New York, NY; June 3, 2026.

Financial Guidance for 2026

The Company reaffirms its full-year 2026 guidance for Product Revenues, Net, JORNAY PM Revenue, Net and Adjusted EBITDA for its current business, not including the impact of the planned acquisition of AZSTARYS. Collegium expects to update 2026 guidance following the close of the acquisition.

   
Product Revenues, Net $805 – $825 million
JORNAY PM Revenue, Net $190 – $200 million
Adjusted EBITDA $455 – $475 million
   
   

Financial Results for Quarter Ended March 31, 2026

  • Product revenues, net were $193.5 million for the 2026 Quarter, compared to $177.8 million for the quarter ended March 31, 2025 (the 2025 Quarter), representing a 9% increase year-over-year.
  • GAAP operating expenses were $86.4 million for the 2026 Quarter, compared to $75.6 million for the 2025 Quarter, representing a 14% increase year-over-year. Adjusted operating expenses, which exclude stock-based compensation expense and other adjustments to reflect changes that occur in our business but do not represent ongoing operations, were $69.3 million for the 2026 Quarter, compared to $62.2 million for the 2025 Quarter, representing an 11% increase year-over-year.
  • GAAP net income for the 2026 Quarter was $14.5 million, with $0.45 GAAP earnings per share (basic) and $0.40 GAAP earnings per share (diluted), compared to GAAP net income for the 2025 Quarter of $2.4 million, with $0.08 GAAP earnings per share (basic) and $0.07 GAAP earnings per share (diluted). Non-GAAP adjusted net income for the 2026 Quarter was $69.2 million, with $1.76 adjusted earnings per share, compared to non-GAAP adjusted net income for the 2025 Quarter of $57.4 million, with $1.49 adjusted earnings per share.
  • Adjusted EBITDA for the 2026 Quarter was $103.9 million, compared to $95.2 million for the 2025 Quarter, representing a 9% increase year-over-year.
  • The Company generated $57.1 million in cash from operations, and exited the 2026 Quarter with cash, cash equivalents and marketable securities of $421.8 million.

Conference Call Information 

The Company will host a conference call and live audio webcast on Thursday, May 7, 2026, at 8:00 a.m. ET. To access the conference call, please dial (877) 407-8037 (U.S.) or (201) 689-8037 (International) and reference the “Collegium Pharmaceutical First Quarter 2026 Earnings Call.” An audio webcast will be accessible from the Investors section of the Company’s website: www.collegiumpharma.com. The webcast will be available for replay on the Company’s website approximately two hours after the event.

About Collegium Pharmaceutical, Inc.

Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and a rapidly growing neuropsychiatry business driven by JORNAY PM®, a differentiated treatment for ADHD. Collegium’s strategy includes growing its commercial portfolio, with JORNAY PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com.

Non-GAAP Financial Measures

To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.

In this press release we discuss the following financial measures that are not calculated in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:

  • adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;
  • adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
  • adjusted EBITDA does not reflect the benefit from or provision for income taxes or the cash requirements to pay taxes;
  • adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
  • we exclude stock-based compensation expense from adjusted EBITDA although: (i) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; and (ii) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;
  • we exclude impairment expenses from adjusted EBITDA and, although these are non-cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;
  • we exclude restructuring expenses from adjusted EBITDA. Restructuring expenses primarily include employee severance and contract termination costs that are not related to acquisitions. The amount and/or frequency of these restructuring expenses are not part of our underlying business;
  • we exclude litigation settlements and contingencies that are subject to recovery from adjusted EBITDA, as well as any applicable income items or, credit adjustments, or recoveries due to subsequent changes in estimates. This does not include our legal fees to defend claims, which are expensed as incurred;
  • we exclude acquisition related expenses as the amount and/or frequency of these expenses are not part of our underlying business. Acquisition related expenses include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition related expenses incurred;
  • we exclude recognition of the step-up basis in inventory from acquisitions (i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business;
  • we exclude changes in the fair value of contingent consideration, which are non-cash, acquisition-related items that are not part of our underlying business;
  • we exclude losses on extinguishments of debt as these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis;
  • we exclude executive transition expenses from adjusted EBITDA as the amount and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis; and
  • we exclude other expenses, from time to time, that are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis.

The Company has not provided a reconciliation of its full-year 2026 guidance for adjusted EBITDA to the most directly comparable forward-looking GAAP measures, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, because the Company is unable to predict, without unreasonable efforts, the timing and amount of items that would be included in such a reconciliation, including, but not limited to, stock-based compensation expense, acquisition related expenses, amortization of acquired intangible assets, and changes in fair value of contingent consideration. These items are uncertain and depend on various factors that are outside of the Company’s control or cannot be reasonably predicted. While the Company is unable to address the probable significance of these items, they could have a material impact on GAAP net income and operating expenses for the guidance period. A reconciliation of adjusted EBITDA would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “forecasts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this press release include, among others, statements related to the expected closing of the acquisition of AZSTARYS; the anticipated benefits of the AZSTARYS acquisition, including its impact on Collegium’s ADHD portfolio and commercial strategy; projected financial performance, including expected revenue and adjusted EBITDA, statements related to current and future market opportunities for our products and our assumptions related thereto and other statements that are not historic facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company’s current expectations, including risks relating to, among others: our ability to complete the AZSTARYS acquisition on the proposed terms and schedule or at all; the failure (or delay) to receive the required regulatory approvals relating to the AZSTARYS acquisition; risks related to our ability to realize the anticipated benefits of the AZSTARYS acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; risks related to future opportunities and plans for our products, including uncertainty of the expected financial performance of such products; our ability to commercialize and grow sales of our products; our ability to manage our relationships with licensors; the success of competing products that are or become available; our ability to maintain regulatory approval of our products, and any related restrictions, limitations, and/or warnings in the label of our products; the size of the markets for our products, and our ability to service those markets; our ability to obtain reimbursement and third-party payor contracts for our products; the rate and degree of market acceptance of our products; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for our products; the outcome of any patent infringement or other litigation that may be brought by or against us; the outcome of any governmental investigation related to our business; our ability to secure adequate supplies of active pharmaceutical ingredient for each of our products and manufacture adequate supplies of commercially saleable inventory; our ability to obtain funding for our operations and business development; regulatory developments in the U.S.; our expectations regarding our ability to obtain and maintain sufficient intellectual property protection for our products; our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; our customer concentration; and the accuracy of our estimates regarding expenses, revenues, capital requirements and need for additional financing. These and other risks are described under the heading “Risk Factors” in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Investor Contacts:

Ian Karp
Head of Investor Relations
[email protected]

Danielle Jesse
Director, Investor Relations
[email protected]

Media Contact:

Jessica Cotrone
Senior Vice President, Communications & Corporate Affairs
[email protected]

           
Collegium Pharmaceutical, Inc.

Unaudited Selected Consolidated Balance Sheet Information

(in thousands)

           
  March 31,


  December 31,


  2026


  2025


Cash and cash equivalents $ 268,648     $ 231,252  
Marketable securities   153,105       155,427  
Accounts receivable, net   228,762       211,328  
Inventory   42,741       40,912  
Prepaid expenses and other current assets   32,562       32,642  
Property and equipment, net   11,661       12,013  
Operating lease assets   3,975       4,187  
Intangible assets, net   614,037       669,510  
Restricted cash   20,908       20,906  
Deferred tax assets   113,567       112,539  
Other noncurrent assets   16,064       20,193  
Goodwill   145,925       145,925  
Total assets $ 1,651,955     $ 1,656,834  
           
Accounts payable and accrued liabilities $ 64,976     $ 73,123  
Accrued rebates, returns and discounts   317,691       318,266  
Business combination consideration payable   17,565       17,565  
Term notes payable   564,348       571,112  
Convertible senior notes   238,472       238,213  
Operating lease liabilities   5,236       5,539  
Deferred royalty obligation   121,634       121,563  
Deferred revenue   9,611       9,778  
Shareholders’ equity   312,422       301,675  
Total liabilities and shareholders’ equity $ 1,651,955     $ 1,656,834  
               



Collegium Pharmaceutical, Inc.

Unaudited Condensed Statements of Operations

(in thousands, except share and per share amounts)

   
  Three Months Ended March 31,
  2026   2025
Product revenues, net $ 193,520     $ 177,757  
Cost of product revenues      
Cost of product revenues (excluding intangible asset amortization)   20,801       24,960  
Intangible asset amortization   55,473       55,473  
Total cost of product revenues   76,274       80,433  
Gross profit   117,246       97,324  
Operating expenses      
Selling, general and administrative   86,350       76,423  
Gain on fair value remeasurement of contingent consideration         (786 )
Total operating expenses   86,350       75,637  
Income from operations   30,896       21,687  
Interest expense   (15,862 )     (20,790 )
Interest income   3,706       2,225  
Income before income taxes   18,740       3,122  
Provision for income taxes   4,244       705  
Net income $ 14,496     $ 2,417  
       
Earnings per share — basic $ 0.45     $ 0.08  
Weighted-average shares — basic   32,087,472       31,793,739  
       
Earnings per share — diluted $ 0.40     $ 0.07  
Weighted-average shares — diluted   40,065,665       32,840,153  
               



Collegium Pharmaceutical, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(in thousands)
(unaudited)

   
  Three Months Ended March 31,
  2026   2025
GAAP net income $ 14,496     $ 2,417  
Adjustments:      
Interest expense   15,862       20,790  
Interest income   (3,706 )     (2,225 )
Provision for income taxes   4,244       705  
Depreciation   463       1,091  
Amortization   55,473       55,473  
Stock-based compensation   10,880       11,524  
Recognition of step-up basis in inventory         3,477  
Executive transition expense         1,397  
Acquisition related expenses   6,175       1,289  
Gain on fair value remeasurement of contingent consideration         (786 )
Total adjustments $ 89,391     $ 92,735  
Adjusted EBITDA $ 103,887     $ 95,152  
               



Collegium Pharmaceutical, Inc.

Reconciliation of GAAP Operating Expenses to Adjusted Operating Expenses

(in thousands)
(unaudited)

   
  Three Months Ended March 31,
  2026


  2025
GAAP operating expenses $ 86,350     $ 75,637  
Adjustments:        
Stock-based compensation   10,880       11,524  
Executive transition expense         1,397  
Acquisition related expenses   6,175       1,289  
Gain on fair value remeasurement of contingent consideration         (786 )
Total adjustments $ 17,055     $ 13,424  
Adjusted operating expenses $ 69,295     $ 62,213  
               



Collegium Pharmaceutical, Inc.

Reconciliation of GAAP Net Income to Adjusted Net Income and Adjusted Earnings Per Share

(in thousands, except share and per share amounts)
(unaudited)

   
  Three Months Ended March 31,
  2026   2025
GAAP net income $ 14,496     $ 2,417  
Adjustments:      
Non-cash interest expense   819       1,367  
Amortization   55,473       55,473  
Stock-based compensation   10,880       11,524  
Recognition of step-up basis in inventory         3,477  
Executive transition expense         1,397  
Acquisition related expenses   6,175       1,289  
Gain on fair value remeasurement of contingent consideration         (786 )
Income tax effect of above adjustments (1)   (18,629 )     (18,737 )
Total adjustments $ 54,718     $ 55,004  
Non-GAAP adjusted net income $ 69,214     $ 57,421  
       
Adjusted weighted-average shares — diluted (2)   40,065,665       39,446,458  
Adjusted earnings per share (2) $ 1.76     $ 1.49  

(1) The income tax effect of the adjustments was calculated by applying our blended federal and state statutory rate to the items that have a tax effect. The blended federal and state statutory rate for the three months ended March 31, 2026 and 2025 were 24.9% and 25.8%, respectively. As such, the non-GAAP effective tax rates for the three months ended March 31, 2026 and 2025 were 25.4% and 25.4%, respectively.
(2) Adjusted weighted-average shares – diluted were calculated using the “if-converted” method for our convertible notes in accordance with ASC 260, Earnings per Share. As such, adjusted weighted-average shares – diluted includes shares related to the assumed conversion of our convertible notes and the associated cash interest expense is added-back to non-GAAP adjusted net income. For the three months ended March 31, 2026 and 2025, adjusted weighted-average shares – diluted includes 6,606,305 shares attributable to our convertible notes. In addition, adjusted earnings per share includes other potentially dilutive securities to the extent that they are not antidilutive.
   



Vera Therapeutics Provides Business Update and Reports First Quarter 2026 Financial Results

  • U.S. Food and Drug Administration (FDA) granted priority review to Biologics License Application (BLA) for the accelerated approval of atacicept in adult patients with IgA Nephropathy (IgAN) with a Prescription Drug User Fee Act (PDUFA) date of July 7, 2026
  • On track for U.S. commercial launch of atacicept in mid-2026, pending regulatory approval
  • Strong balance sheet expected to be sufficient to fund operations beyond potential atacicept approval and U.S. commercial launch

BRISBANE, Calif., May 07, 2026 (GLOBE NEWSWIRE) — Vera Therapeutics, Inc. (Nasdaq: VERA), a biotechnology company focused on developing and commercializing transformative treatments for patients with serious immunological diseases, today reported its business highlights and financial results for the first quarter ended March 31, 2026.

“The team at Vera Therapeutics is focused on execution as we advance atacicept toward potential FDA accelerated approval in IgAN,” said Marshall Fordyce, M.D., Founder and CEO of Vera Therapeutics. “During the first quarter, we made meaningful progress across key pre‑commercial activities, including in sales, marketing, market access, compliance, and commercial operations, to support a successful U.S. launch, pending regulatory approval. We are excited for atacicept to potentially be the first approved drug targeting both BAFF and APRIL in IgAN patients.”

First Quarter 2026 and Recent Business Highlights

  • FDA granted Priority Review to the atacicept BLA for the treatment of IgAN in adults, and assigned a PDUFA target action date of July 7, 2026
  • Vera Therapeutics continues to advance preparations ahead of potential commercial launch in mid-2026
  • Company bolsters its executive team and Board of Directors with the promotion of Matt Skelton to Chief Commercial Officer and the appointments of accomplished biopharma leaders, Jane Wright-Mitchell as Chief Legal Officer, and Christopher Hite as a member of the Board of Directors
  • Strong balance sheet expected to be sufficient to fund operations beyond the potential approval and U.S. commercial launch of atacicept

Anticipated Upcoming Milestones

  • Potential FDA accelerated approval of atacicept in IgAN with a PDUFA date of July 7, 2026
  • Planned U.S. commercial launch of atacicept expected mid-2026, pending FDA approval
  • Initial results from PIONEER, a Phase 2 basket trial evaluating atacicept in expanded IgAN populations and other autoimmune kidney diseases, expected in Q2 2026
  • Pivotal two-year eGFR data from the ORIGIN 3 trial expected Q1 2027

Financial Results for the Quarter Ended March 31, 2026

For the quarter ended March 31, 2026, Vera Therapeutics reported a net loss of $121.0 million, or a net loss per diluted share of $1.69, compared to a net loss of $51.7 million, or a net loss per diluted share of $0.81, for the quarter ended March 31, 2025.

During the quarter ended March 31, 2026, net cash used in operating activities was $106.5 million, compared to $54.4 million for the quarter ended March 31, 2025.

Vera Therapeutics reported $596.8 million in cash, cash equivalents, and marketable securities as of March 31, 2026, which combined with availability under its debt facility, Vera Therapeutics believes to be sufficient to fund operations through potential approval and U.S. commercial launch of atacicept and beyond.

About Atacicept

Atacicept is an investigational recombinant fusion protein that contains the soluble transmembrane activator and calcium-modulating cyclophilin ligand interactor (TACI) receptor that binds to the cytokines B-cell activating factor (BAFF) and A PRoliferation-Inducing Ligand (APRIL). These cytokines are members of the tumor necrosis factor family that promote B-cell survival and autoantibody production associated with IgAN, lupus nephritis, and other autoimmune kidney diseases.

About the Atacicept Clinical Program

The ORIGIN Phase 2b clinical trial of atacicept in IgAN met its primary and key secondary endpoints, with statistically significant and clinically meaningful proteinuria reductions and stabilization of eGFR versus placebo through 36 weeks. The safety profile during the randomized period was comparable between atacicept and placebo. Through 96 weeks, atacicept demonstrated further improvements in Gd-IgA1, hematuria, and proteinuria, as well as stabilization of eGFR reflecting a profile consistent with that of the general population without IgAN.

The ORIGIN Phase 3 trial met the primary endpoint with a statistically significant and clinically meaningful reduction in proteinuria at week 36, in the prespecified interim analysis. Across the ORIGIN program in IgAN, the safety profile of atacicept appears favorable, and comparable to placebo. The trial continues in a placebo-controlled blinded manner to evaluate the change in kidney function over two years as measured by eGFR, with results expected in Q1 2027. For more information about ORIGIN 3, please visit http://www.clinicaltrials.gov.

Atacicept has received FDA Breakthrough Therapy Designation for the treatment of IgAN, which reflects the FDA’s determination that, based on an assessment of data from the ORIGIN Phase 2b clinical trial, atacicept may demonstrate substantial improvement on a clinically significant endpoint over available therapies for patients with IgAN. Vera Therapeutics believes atacicept is positioned for best-in-class potential, targeting B cells to reduce autoantibodies and having been administered to more than 1,500 patients in clinical trials across different disease areas. 

The ORIGIN Extend study provides ORIGIN study participants with extended access to atacicept until its potential commercial availability in their region and captures longer-term safety and efficacy data. Atacicept is also being evaluated in expanded IgAN populations, anti-PLA2R positive primary membranous nephropathy, and anti-nephrin positive focal segmental glomerulosclerosis (FSGS) and minimal change disease (MCD) patients in the PIONEER trial.

The atacicept monthly dose range finding study was initiated in 2025 to explore the effectiveness, safety, and tolerability of different dosing regimens of atacicept. Enrollment in the study has been completed.

About Vera Therapeutics

Vera Therapeutics is a biotechnology company focused on developing treatments for serious immunological diseases. Vera Therapeutics’ mission is to advance treatments that target the source of disease in order to change the standard of care for patients. Vera Therapeutics’ lead product candidate is atacicept, a fusion protein self-administered at home as a subcutaneous once weekly injection that blocks both BAFF and APRIL, which stimulate B cells to produce autoantibodies contributing to certain autoimmune diseases, including IgAN and lupus nephritis. Beyond IgAN, Vera Therapeutics is evaluating additional diseases where the reduction of autoantibodies by atacicept may prove clinically meaningful. In addition, Vera Therapeutics holds an exclusive license agreement with Stanford University for a novel, next generation fusion protein targeting BAFF and APRIL, known as VT-109, with wide therapeutic potential across the spectrum of B-cell-mediated diseases. Vera Therapeutics is also evaluating development of MAU868, a monoclonal antibody designed to neutralize infection with BK virus, which can have devastating consequences in kidney transplant recipients. Vera Therapeutics retains all global developmental and commercial rights to atacicept, VT-109 and MAU868. For more information, please visit www.veratx.com.

Forward-looking Statements

Statements contained in this press release regarding matters, events or results that may occur in the future are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, approval of atacicept by the FDA, including expected timing; the timing, preparedness and success of the commercial launch of atacicept in the U.S.; Vera Therapeutics’ ability to fund operations beyond anticipated approval and U.S. commercial launch of atacicept; the potential for atacicept to be the first approved drug targeting both BAFF and APRIL in IgAN patients; timing of initial results from PIONEER; timing of completion of ORIGIN 3; atacicept’s positioning for best-in-class potential; and the plans, commitments, aspirations and goals under the caption “About Vera Therapeutics”. Words such as “anticipate,” “believe,” “expect,” “may,” “plan,” “potential,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Vera Therapeutics’ current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks related to the regulatory approval process, results of earlier clinical trials may not be obtained in later clinical trials, preliminary results may not be predictive of topline results, risks and uncertainties associated with Vera Therapeutics’ business in general, the impact of macroeconomic and geopolitical events, and the other risks described in Vera Therapeutics’ filings with the U.S. Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Vera Therapeutics undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.


For more information, please contact:

Investor Contact:

Joyce Allaire
LifeSci Advisors
212-915-2569
[email protected]

Media Contact:

Debra Charlesworth
Vera Therapeutics
415-854-8051
[email protected]

VERA THERAPEUTICS, INC.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)

  Three Months Ended
  March 31,
    2026       2025  
Operating expenses:      
Research and development $ 86,011     $ 41,278  
General and administrative   39,121       15,916  
Total operating expenses   125,132       57,194  
Loss from operations   (125,132 )     (57,194 )
Other income, net   4,100       5,500  
Net loss $ (121,032 )   $ (51,694 )
Change in unrealized gain/loss on marketable securities $ (942 )   $ 261  
Comprehensive loss $ (121,974 )   $ (51,433 )
Net loss per share attributable to common stockholders, basic and diluted $ (1.69 )   $ (0.81 )
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted   71,476,595       63,671,558  
               

VERA THERAPEUTICS, INC.

Condensed Balance Sheets

(in thousands)

(Unaudited)



  March 31,   December 31,
    2026       2025  
Assets      
Current assets:      
Cash, cash equivalents and marketable securities $ 596,760     $ 714,589  
Prepaid expenses and other assets, current   19,042       14,294  
Total current assets   615,802       728,883  
Other assets, noncurrent                   5,937                         5,850  
Total assets $ 621,739     $ 734,733  
       
Liabilities and stockholders’ equity      
Current liabilities:      
Accounts payable $ 13,909     $ 21,898  
Accrued expenses and other liabilities, current                 31,240       31,557  
Total current liabilities   45,149       53,455  
Long-term debt   75,029       74,838  
Operating lease liabilities, noncurrent   1,864       1,919  
Total liabilities   122,042       130,212  
Stockholders’ equity      
Common stock   72       71  
Additional paid-in-capital   1,381,678       1,364,529  
Accumulated other comprehensive (loss) income   (156 )     786  
Accumulated deficit   (881,897 )     (760,865 )
Total stockholders’ equity   499,697       604,521  
Total liabilities and stockholders’ equity $ 621,739     $ 734,733  
               



Cheniere Reports First Quarter 2026 Results and Raises Full Year 2026 Financial Guidance

Cheniere Reports First Quarter 2026 Results and Raises Full Year 2026 Financial Guidance

HOUSTON–(BUSINESS WIRE)–
Cheniere Energy, Inc. (“Cheniere”) (NYSE: LNG) today announced its financial results for the first quarter 2026.

FIRST QUARTER 2026 SUMMARY FINANCIAL RESULTS

(in billions)

 

Three Months Ended March 31, 2026

 

Revenues

 

$5.87

 

Net Income (Loss)1,2

 

($3.50)

 

Consolidated Adjusted EBITDA3

 

$2.33

 

Distributable Cash Flow3

 

$1.67

 

2026 FULL YEAR FINANCIAL GUIDANCE

(in billions)

 

2026 Previous

 

2026 Revised

 

Consolidated Adjusted EBITDA3

 

$6.75

$7.25

 

$7.25

$7.75

 

Distributable Cash Flow3

 

$4.35

$4.85

 

$4.75

$5.25

 

RECENT HIGHLIGHTS

Financial

  • During the three months ended March 31, 2026, Cheniere generated revenues of approximately $5.9 billion, Consolidated Adjusted EBITDA3 of approximately $2.3 billion, Distributable Cash Flow3 of approximately $1.7 billion, and net loss1,2 of approximately $3.5 billion.

  • Raising full year 2026 Consolidated Adjusted EBITDA3 guidance from $6.75 billion – $7.25 billion to $7.25 billion – $7.75 billion and full year 2026 Distributable Cash Flow3 guidance from $4.35 billion – $4.85 billion to $4.75 billion – $5.25 billion.

Capital Allocation

  • Pursuant to Cheniere’s comprehensive capital allocation plan, Cheniere deployed approximately $1.2 billion towards accretive growth, balance sheet management, share repurchases and dividends in the three months ended March 31, 2026. During the three months ended March 31, 2026, Cheniere repurchased an aggregate of approximately 2.7 million shares of common stock for approximately $537 million, paid a quarterly dividend of $0.555 per share of common stock, totaling approximately $117 million, repaid approximately $253 million of consolidated long-term indebtedness and invested approximately $1 billion of growth capital with approximately $301 million funded with equity.

  • In February 2026, Moody’s Ratings upgraded its ratings of the senior unsecured notes of Cheniere and senior secured notes of Cheniere Corpus Christi Holdings, LLC (“CCH”) from Baa3 and Baa2, respectively, to Baa2 and Baa1, respectively, each with a stable outlook.

  • In April 2026, Cheniere declared a dividend with respect to the first quarter 2026 of $0.555 per share of common stock, which is payable on May 19, 2026.

Growth / Operations

  • During the three months ended March 31, 2026, a total of 187 cargoes of liquefied natural gas (“LNG”) were exported from our facilities, a quarterly record.

  • In March 2026, substantial completion of the fifth train (“Train 5”) of the CCL Stage 3 Project (defined below) was achieved. This follows the previously announced substantial completions of Trains 1-4 of the CCL Stage 3 Project in March, August, October and December 2025, respectively.

  • First LNG production from the sixth train (“Train 6”) of the CCL Stage 3 Project is expected imminently.

CEO COMMENT

“2026 is off to an excellent start, thanks to the Cheniere team’s commitment to safety, operational excellence and seamless execution. We are raising our 2026 financial guidance as a result of an increase in our LNG production forecast and higher market margins for the year, as well as the contribution from optimization activities achieved year-to-date,” said Jack Fusco, Cheniere’s President and Chief Executive Officer. “The elevated volatility in global energy markets today further signals the need for additional investment in reliable, secure LNG capacity. We look forward to advancing accretive, brownfield growth at Sabine Pass and Corpus Christi, as we continue to create long-term sustainable value for shareholders.”

SUMMARY AND REVIEW OF FINANCIAL RESULTS

(in millions, except LNG data)

Three Months Ended March 31,

 

2026

 

2025

 

% Change

Revenues

$

5,868

 

 

$

5,444

 

8

%

Net income (loss)1,2

$

(3,502

)

 

$

353

 

 

N/M

Consolidated Adjusted EBITDA3

$

2,333

 

 

$

1,872

 

 

25

%

LNG exported:

 

 

 

 

 

Number of cargoes

 

187

 

 

 

168

 

 

11

%

Volumes (TBtu)

 

688

 

 

 

609

 

 

13

%

LNG volumes loaded (TBtu)

 

688

 

 

 

608

 

 

13

%

Net loss1,2 was approximately $3.5 billion for the three months ended March 31, 2026 as compared to net income1,2 of approximately $353 million for the corresponding 2025 period. The unfavorable change was attributable to approximately $4.8 billion of unfavorable variances related to changes in the fair value of our derivative instruments, predominantly related to our long-term Integrated Production Marketing (“IPM”) agreements (before tax and non-controlling interests). The unfavorable change for the period was partially offset by favorable variances related to income tax provision (benefit) and net income attributable to non-controlling interests.

Consolidated Adjusted EBITDA3 increased approximately $461 million between the comparable three month periods, due to higher total margins on LNG delivered, primarily driven by higher volumes and contributions from optimization activities, in addition to the recognition of a nonrecurring tax credit during the 2026 period.

Substantially all of the derivative gains (losses) relate to the use of commodity derivative instruments indexed to international gas and LNG prices, primarily related to our long-term IPM agreements. Our IPM agreements are designed to provide stable margins on purchases of natural gas and sales of LNG over the life of the agreements and have a fixed fee component, similar to that of LNG sold under our long-term, fixed fee LNG sale and purchase agreements. However, the long-term duration and international price basis of our IPM agreements make them particularly susceptible to fluctuations in fair market value from period to period. In addition, accounting requirements prescribe recognition of these long-term gas supply agreements at the fair value each reporting period on a mark-to-market basis, but do not currently permit mark-to-market recognition of the corresponding sale of LNG, resulting in a mismatch of accounting recognition for the purchase of natural gas and sale of LNG. As a result of increased international gas price volatility and increases in international forward commodity curves during the three months ended March 31, 2026, we recognized $5.4 billion of non-cash unfavorable changes in the fair value attributable to such positions (before tax and non-controlling interests), compared to $219 million of non-cash unfavorable changes in fair value in the corresponding 2025 period.

Share-based compensation expenses included in net income (loss) totaled $78 million for the three months ended March 31, 2026 compared to $56 million for the corresponding 2025 period.

Our financial results are reported on a consolidated basis. Our ownership interest in Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) as of March 31, 2026 consisted of 100% ownership of the general partner interest and a 48.6% limited partner interest.

BALANCE SHEET MANAGEMENT

Capital Resources

The table below provides a summary of our available liquidity (in millions) as of March 31, 2026:

 

March 31, 2026

Cash and cash equivalents(1)

$

1,305

Restricted cash and cash equivalents(2)

 

463

 

Available commitments under our credit facilities:

 

Sabine Pass Liquefaction, LLC (“SPL”) Revolving Credit Facility

 

831

 

Cheniere Partners Revolving Credit Facility

 

1,000

 

CCH Credit Facility

 

2,110

 

CCH Working Capital Facility

 

1,390

 

Cheniere Revolving Credit Facility

 

1,250

 

Total available commitments under our credit facilities

 

6,581

 

 

 

Total available liquidity

$

8,349

 

 

(1) $279 million of cash and cash equivalents was held by Cheniere Partners.

(2) $22 million of restricted cash and cash equivalents was held by Cheniere Partners.

Recent Key Financial Transactions and Updates

In March 2026, Cheniere issued $1.0 billion aggregate principal amount of 5.200% Senior Notes due 2036 and $750 million aggregate principal amount of 6.000% Senior Notes due 2056, and a portion of the net proceeds was used to prepay $550 million of the outstanding borrowings under the CCH Credit Facility. Concurrently, $600 million of unused commitments under the CCH Credit Facility were cancelled.

In March 2026, SPL repaid approximately $53 million aggregate principal amount outstanding of its 4.747% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) based on the fixed amortization schedules.

In February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes”).

LIQUEFACTION PROJECTS OVERVIEW

In aggregate across the Sabine Pass LNG terminal and the Corpus Christi LNG terminal, we have over 53 mtpa of liquefaction capacity in operation, approximately 8 mtpa under construction, and over 40 mtpa in the regulatory permitting process.

SPL Project

Through Cheniere Partners, we operate liquefaction and export facilities with a total production capacity of over 30 mtpa of LNG at the Sabine Pass LNG terminal in Cameron Parish, Louisiana (the “SPL Project”).

SPL Expansion Project

Through Cheniere Partners, we are developing an expansion adjacent to the SPL Project with an expected total peak production capacity of up to approximately 20 mtpa of LNG (the “SPL Expansion Project”), inclusive of estimated debottlenecking opportunities and supporting infrastructure. We expect to execute the SPL Expansion Project in a phased approach, and a positive FID is subject to, among other things, receipt of necessary regulatory approvals and acceptable commercial and financing arrangements. The FERC application for authorization to site, construct and operate the SPL Expansion Project, as well as the DOE application authorizing the export of LNG to non-FTA countries, remain pending.

CCL Project

We operate liquefaction and export facilities with a total production capacity of approximately 23 mtpa of LNG at the Corpus Christi LNG terminal near Corpus Christi, Texas (the “CCL Project”), inclusive of Trains 1-5 of the CCL Stage 3 Project.

CCL Stage 3 Project

We are constructing an expansion of the CCL Project consisting of seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG (the “CCL Stage 3 Project”), including over 7 mtpa in operation and approximately 3 mtpa under construction or in commissioning. Substantial completion was achieved for Trains 1-4 of the CCL Stage 3 Project in 2025, and Train 5 in March 2026. First LNG from Train 6 is expected imminently. Trains 6 and 7 are expected to reach substantial completion by the end of 2026.

CCL Midscale Trains 8 & 9 Project

We are constructing an expansion adjacent to the CCL Stage 3 Project consisting of two additional midscale Trains with an expected total production capacity of approximately 5 mtpa of LNG (the “CCL Midscale Trains 8 & 9 Project”), inclusive of estimated debottlenecking opportunities.

CCL Stage 3 Project and CCL Midscale Trains 8 & 9 Project Progress as of March 31, 2026:

 

CCL Stage 3 Project

CCL Midscale Trains 8 & 9 Project

Project Status

Trains 1-5 Operational

Trains 6 & 7 Under Construction / Commissioning

Under Construction

Project Completion Percentage

96.5%(1)

36.9%(2)

Expected Substantial Completion

1H 2026 – 2H 2026

2H 2028

 

(1) Engineering 99.7% complete, procurement 100.0% complete, subcontract work 96.8% complete and construction 91.0% complete.

(2) Engineering 85.8% complete, procurement 51.7% complete, subcontract work 41.3% complete and construction 2.5% complete.

CCL Expansion Project

We are developing an expansion adjacent to the CCL Project with an expected total peak production capacity of up to approximately 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities and supporting infrastructure (the “CCL Expansion Project”). We expect to execute the CCL Expansion Project in a phased approach, and a positive FID is subject to, among other things, receipt of necessary regulatory approvals and acceptable commercial and financing arrangements. The FERC application for authorization to site, construct and operate the CCL Expansion Project, as well as the DOE application authorizing the export of LNG to non-FTA countries, remain pending.

INVESTOR CONFERENCE CALL AND WEBCAST

We will host a conference call to discuss our financial and operating results for the first quarter 2026 on Thursday, May 7, 2026, at 11 a.m. Eastern time / 10 a.m. Central time. A listen-only webcast of the call and an accompanying slide presentation may be accessed through our website at www.cheniere.com. Following the call, an archived recording will be made available on our website.

___________________________

1 Net income (loss) as used herein refers to Net income (loss) attributable to Cheniere Energy, Inc. on our Consolidated Statements of Operations.

2 See “Reconciliation of Non-GAAP Measures” for new non-GAAP financial measure, Adjusted Net Income, which excludes non-cash changes in fair value of our derivative instruments and related adjustments to income tax (benefit) and non-controlling interest.

3 Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.

About Cheniere

Cheniere Energy, Inc. is the leading producer and exporter of LNG in the United States, reliably providing a clean, secure, and affordable solution to the growing global need for natural gas. Cheniere is a full-service LNG provider, with capabilities that include gas procurement and transportation, liquefaction, vessel chartering, and LNG delivery. Cheniere has one of the largest liquefaction platforms in the world, consisting of the Sabine Pass and Corpus Christi liquefaction facilities on the U.S. Gulf Coast, with a total combined production capacity of over 53 mtpa of LNG in operation and an additional approximately 8 mtpa of expected production capacity under construction or in commissioning, inclusive of estimated debottlenecking opportunities. Cheniere is also pursuing liquefaction expansion opportunities and other projects along the LNG value chain. Cheniere is headquartered in Houston, Texas, and has additional offices in London, Singapore, Beijing, Tokyo, Dubai and Washington, D.C.

For additional information, please refer to the Cheniere website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

Use of Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying news release contains non-GAAP financial measures. Consolidated Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures that we use to facilitate comparisons of operating performance across periods. These non-GAAP measures should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.

Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of our results as reported under GAAP and should be evaluated only on a supplementary basis.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements” within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere’s financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding regulatory authorization and approval expectations, (iii) statements expressing beliefs and expectations regarding the development of Cheniere’s LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of third-parties, (v) statements regarding potential financing arrangements, (vi) statements regarding future discussions and entry into contracts, (vii) statements relating to Cheniere’s capital deployment, including intent, ability, extent, and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere’s periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.

(Financial Tables and Supplementary Information Follow)

LNG VOLUME SUMMARY

As of May 1, 2026, over 4,760 cumulative LNG cargoes totaling over 325 million tonnes of LNG have been produced, loaded and exported from our liquefaction projects.

During the three months ended March 31, 2026, we exported 688 TBtu of LNG from our liquefaction projects, 6 TBtu of which was related to commissioning activities. 60 TBtu of LNG exported from our liquefaction projects and sold on a delivered basis was in transit as of March 31, 2026, 1 TBtu of which was related to commissioning activities.

The following table summarizes the volumes of LNG that were loaded from our liquefaction projects and for which the financial impact was recognized on our Consolidated Financial Statements during the three months ended March 31, 2026:

 

 

Three Months Ended March 31, 2026

(in TBtu)

 

Operational

 

Commissioning

 

Total

Volumes loaded during the current period

 

682

 

 

6

 

 

688

 

Volumes loaded during the prior period but recognized during the current period

 

23

 

 

1

 

 

24

 

Less: volumes loaded during the current period and in transit at the end of the period

 

(59

)

 

(1

)

 

(60

)

Total volumes recognized in the current period

 

646

 

 

6

 

 

652

 

In addition, during the three months ended March 31, 2026, we recognized 36 TBtu of LNG on our Consolidated Financial Statements related to LNG cargoes sourced from third-parties.

Cheniere Energy, Inc.

Consolidated Statements of Operations

(in millions, except per share data)(1)

(unaudited)

 

 

Three Months Ended

 

March 31,

 

2026

 

2025

Revenues

 

 

 

LNG revenues

$

5,722

 

 

$

5,305

 

Regasification revenues

 

34

 

 

 

34

 

Other revenues

 

112

 

 

 

105

 

Total revenues

 

5,868

 

 

 

5,444

 

 

 

 

 

Operating costs and expenses

 

 

 

Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below)(2)

 

8,318

 

 

 

3,571

 

Operating and maintenance expense

 

525

 

 

 

473

 

Selling, general and administrative expense

 

136

 

 

 

116

 

Depreciation, amortization and accretion expense

 

373

 

 

 

312

 

Other operating costs and expenses

 

4

 

 

 

11

 

Total operating costs and expenses

 

9,356

 

 

 

4,483

 

 

 

 

 

Income (loss) from operations

 

(3,488

)

 

 

961

 

 

 

 

 

Other income (expense)

 

 

 

Interest expense, net of capitalized interest

 

(255

)

 

 

(229

)

Loss on modification or extinguishment of debt

 

(23

)

 

 

 

Interest and dividend income

 

16

 

 

 

37

 

Other income (expense), net

 

(3

)

 

 

20

 

Total other expense

 

(265

)

 

 

(172

)

 

 

 

 

Income (loss) before income taxes and non-controlling interests

 

(3,753

)

 

 

789

 

Less: income tax provision (benefit)

 

(341

)

 

 

121

 

Net income (loss)

 

(3,412

)

 

 

668

 

Less: net income attributable to non-controlling interests

 

90

 

 

 

315

 

Net income (loss) attributable to Cheniere

$

(3,502

)

 

$

353

 

 

 

 

 

Net income (loss) per share attributable to common stockholders—basic and diluted (1)

$

(16.65

)

 

$

1.57

 

 

 

 

 

Weighted average number of common shares outstanding—basic

 

210.5

 

 

 

223.5

 

Weighted average number of common shares outstanding—diluted

 

210.5

 

 

 

224.1

 

___________________________

(1)

Please refer to the Cheniere Energy, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

(2)

Cost of sales includes approximately $4.6 billion and $0.7 billion of losses from changes in the fair value of commodity derivatives prior to contractual delivery or termination, primarily related to non-cash changes in the fair value of our long-term IPM agreements during the three months ended March 31, 2026 and 2025, respectively.

Cheniere Energy, Inc.

Consolidated Balance Sheets

(in millions, except share data)(1)(2)

(unaudited)

 

 

March 31,

 

December 31,

 

2026

 

2025

 

 

 

 

ASSETS

Current assets

 

 

 

Cash and cash equivalents

$

1,305

 

 

$

1,099

 

Restricted cash and cash equivalents

 

463

 

 

 

485

 

Trade and other receivables, net of current expected credit losses

 

1,209

 

 

 

1,380

 

Inventory

 

678

 

 

 

524

 

Current derivative assets

 

25

 

 

 

9

 

Margin deposits

 

289

 

 

 

76

 

Other current assets, net

 

190

 

 

 

119

 

Total current assets

 

4,159

 

 

 

3,692

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation

 

36,744

 

 

 

35,755

 

Operating lease assets

 

2,657

 

 

 

2,700

 

Derivative assets

 

2,229

 

 

 

4,663

 

Deferred tax assets

 

12

 

 

 

12

 

Other non-current assets, net

 

1,044

 

 

 

1,060

 

Total assets

$

46,845

 

 

$

47,882

 

 

 

 

 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY

Current liabilities

 

 

 

Accounts payable

$

241

 

 

$

123

 

Accrued liabilities

 

2,047

 

 

 

2,081

 

Current debt, net of unamortized discount and debt issuance costs

 

1,606

 

 

 

306

 

Deferred revenue

 

111

 

 

 

150

 

Current operating lease liabilities

 

572

 

 

 

539

 

Current derivative liabilities

 

2,546

 

 

 

618

 

Other current liabilities

 

149

 

 

 

99

 

Total current liabilities

 

7,272

 

 

 

3,916

 

 

 

 

 

Long-term debt, net of unamortized discount and debt issuance costs

 

22,143

 

 

 

22,507

 

Operating lease liabilities

 

2,086

 

 

 

2,163

 

Derivative liabilities

 

1,810

 

 

 

1,208

 

Deferred tax liabilities

 

3,318

 

 

 

3,698

 

Other non-current liabilities

 

1,544

 

 

 

1,312

 

Total liabilities

 

38,173

 

 

 

34,804

 

 

 

 

 

Redeemable non-controlling interest

 

 

 

 

136

 

 

 

 

 

Stockholders’ equity

 

 

 

Preferred stock: $0.0001 par value, 5.0 million shares authorized, none issued

 

 

 

 

 

Common stock: $0.003 par value, 480.0 million shares authorized; 279.6 million shares and 279.2 million shares issued at March 31, 2026 and December 31, 2025, respectively

 

1

 

 

 

1

 

Treasury stock: 69.5 million shares and 66.8 million shares at March 31, 2026 and December 31, 2025, respectively, at cost

 

(9,394

)

 

 

(8,852

)

Additional paid-in-capital

 

4,526

 

 

 

4,523

 

Retained earnings

 

8,622

 

 

 

12,243

 

Total Cheniere stockholders’ equity

 

3,755

 

 

 

7,915

 

Non-controlling interests

 

4,917

 

 

 

5,027

 

Total stockholders’ equity

 

8,672

 

 

 

12,942

 

Total liabilities, redeemable non-controlling interest and stockholders’ equity

$

46,845

 

 

$

47,882

 

___________________________
(1)

Please refer to the Cheniere Energy, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

(2)

Amounts presented include balances held by our consolidated Variable Interest Entities (“VIEs”), all of which were related to Cheniere Partners as of March 31, 2026, and substantially all of which were related to Cheniere Partners as of December 31, 2025. As of March 31, 2026, total assets and liabilities of our VIEs, which are included in our Consolidated Balance Sheets, were $16.6 billion and $17.0 billion, respectively, including $279 million of cash and cash equivalents and $22 million of restricted cash and cash equivalents.

Reconciliation of Non-GAAP Measures

Regulation G Reconciliations

Consolidated Adjusted EBITDA

The following table reconciles our Consolidated Adjusted EBITDA to U.S. GAAP results for the three months ended March 31, 2026 and 2025 (in millions):

 

Three Months Ended March 31,

 

2026

 

2025

Net income (loss) attributable to Cheniere

$

(3,502

)

 

$

353

 

Net income attributable to non-controlling interests

 

90

 

 

 

315

 

Income tax provision (benefit)

 

(341

)

 

 

121

 

Interest expense, net of capitalized interest

 

255

 

 

 

229

 

Loss on modification or extinguishment of debt

 

23

 

 

 

 

Interest and dividend income

 

(16

)

 

 

(37

)

Other expense (income), net

 

3

 

 

 

(20

)

Income (loss) from operations

$

(3,488

)

 

$

961

 

Adjustments to reconcile income (loss) from operations to Consolidated Adjusted EBITDA:

 

 

 

Depreciation, amortization and accretion expense

 

373

 

 

 

312

 

Loss from changes in fair value of commodity and foreign exchange (“FX”) derivatives, net (1)

 

5,409

 

 

 

562

 

Total non-cash compensation expense

 

39

 

 

 

37

 

Consolidated Adjusted EBITDA

$

2,333

 

 

$

1,872

 

___________________________
(1)

Changes in the fair value of commodity and FX derivatives prior to contractual delivery or termination, primarily related to non-cash changes in the fair value of our long-term IPM agreements.

Consolidated Adjusted EBITDA is commonly used as a supplemental financial measure by our management and external users of our Consolidated Financial Statements to assess the financial performance of our assets without regard to financing methods, capital structures, or historical cost basis. Consolidated Adjusted EBITDA is not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.

We believe Consolidated Adjusted EBITDA provides relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance.

Consolidated Adjusted EBITDA is calculated by taking net income (loss) attributable to Cheniere before net income attributable to non-controlling interests, interest expense, net of capitalized interest, taxes, depreciation, amortization and accretion expense, and adjusting for the effects of certain non-cash items, other non-operating income or expense items, and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense, gain or loss on disposal of assets, changes in the fair value of our commodity and FX derivatives prior to contractual delivery or termination, and non-cash compensation expense. Changes in the fair value of commodity and FX derivatives are considered in determining Consolidated Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. We believe the exclusion of these items enables investors and other users of our financial information to assess our sequential and year-over-year performance and operating trends on a more comparable basis and is consistent with management’s own evaluation of performance.

Adjusted Net Income

The following table reconciles our Adjusted Net Income to U.S. GAAP results for the three months ended March 31, 2026 and 2025 (in millions):

 

Three Months Ended March 31,

 

2026

 

2025

Net income (loss) attributable to Cheniere

$

(3,502

)

 

$

353

 

Loss from changes in fair value of commodity and FX derivatives, net (1)

 

5,409

 

 

 

562

 

Adjustments to net income (loss) attributable to Cheniere related to the above reconciling item:

 

 

 

Income taxes(2)

 

(585

)

 

 

(101

)

Non-controlling interests

 

(316

)

 

 

(20

)

Adjusted Net Income

$

1,006

 

 

$

794

 

___________________________

(1)

Changes in the fair value of commodity and FX derivatives prior to contractual delivery or termination, primarily related to non-cash changes in the fair value of our long-term IPM agreements.

(2)

Income taxes for the three months ended March 31, 2026 and 2025 have been calculated on a with-and-without basis to reflect the incremental impact of changes in the fair value of commodity and FX derivatives prior to contracted delivery or termination. The related adjustments to reported net income attributable to Cheniere are presented in the table above.

Adjusted Net Income is calculated by taking net income (loss) attributable to Cheniere and excluding the effects of non-cash changes in the fair value of agreements accounted for as derivative instruments, net of the associated non-controlling interests and income tax effects.

Given that the timing of recognizing gains and losses on derivative contracts differs from the recognition of the related item economically hedged, we believe the exclusion of the effect of changes in the fair value of our commodity and FX derivatives enables investors and other users of our financial information to assess our sequential and year-over-year performance and operating trends on a more comparable basis and is consistent with management’s own evaluation of performance. Adjusted Net Income is not intended to represent net income (loss) as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.

Consolidated Adjusted EBITDA and Distributable Cash Flow

The following table reconciles our actual Consolidated Adjusted EBITDA and Distributable Cash Flow to Net income (loss) attributable to Cheniere for the three months ended March 31, 2026 and forecast amounts for full year 2026 (in billions):

 

 

Three Months Ended March 31,

 

Full Year

 

 

2026

 

2026

Net income (loss) attributable to Cheniere

 

$

(3.50

)

 

$

0.1

 

$

0.6

 

Net income attributable to non-controlling interests

 

 

0.09

 

 

 

1.0

 

 

1.0

 

Income tax provision (benefit)

 

 

(0.34

)

 

 

(1.1

)

 

(1.1

)

Interest expense, net of capitalized interest

 

 

0.26

 

 

 

1.1

 

 

1.1

 

Depreciation, amortization and accretion expense

 

 

0.37

 

 

 

1.5

 

 

1.5

 

Other income, financing costs, and certain non-cash operating expenses

 

 

5.46

 

 

 

4.6

 

 

4.6

 

Consolidated Adjusted EBITDA

 

$

2.33

 

 

$

7.25

 

$

7.75

 

Interest expense, net of interest income, capitalized interest and amortization

 

 

(0.23

)

 

 

(1.0

)

 

(1.0

)

Maintenance capital expenditures

 

 

(0.03

)

 

 

(0.2

)

 

(0.2

)

Income tax (excludes deferred taxes)(1)

 

 

(0.04

)

 

 

(0.1

)

 

(0.1

)

Other income

 

 

(0.03

)

 

 

(0.1

)

 

(0.1

)

Consolidated Distributable Cash Flow

 

$

2.00

 

 

$

5.8

 

$

6.3

 

Distributable Cash Flow attributable to non-controlling interests

 

 

(0.32

)

 

 

(1.1

)

 

(1.1

)

Cheniere Distributable Cash Flow

 

$

1.67

 

 

$

4.75

 

$

5.25

 

___________________________

Note: Totals may not sum due to rounding.

(1) Our cash tax payments are subject to commodity and market volatility, regulatory changes and other factors which could significantly impact both the timing and amount of our future cash tax payments. Our 2026 full year Distributable Cash Flow guidance reflects current tax law and does not consider any prospective changes to local, domestic or international tax laws and regulations, or their interpretation and application. Our actual results could differ materially from our guidance due to such risks, uncertainties and other factors, including those set forth in Risk Factors in Item 1A of Part 1 or as disclosed under Operating Cash Flows in Sources and Uses of Cash within Liquidity and Capital Resources of the Cheniere Energy, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

Distributable Cash Flow is defined as cash generated from the operations of Cheniere and its subsidiaries and adjusted for non-controlling interests. The Distributable Cash Flow of Cheniere’s subsidiaries is calculated by taking the subsidiaries’ EBITDA less interest expense, net of capitalized interest, taxes, maintenance capital expenditures and other non-operating income or expense items, and adjusting for the effect of certain non-cash items and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, amortization of debt issue costs, premiums or discounts, impairment of equity method investment and deferred taxes. Cheniere’s Distributable Cash Flow includes 100% of the Distributable Cash Flow of Cheniere’s wholly-owned subsidiaries. For subsidiaries with non-controlling investors, our share of Distributable Cash Flow is calculated as the Distributable Cash Flow of the subsidiary reduced by the economic interest of the non-controlling investors as if 100% of the Distributable Cash Flow were distributed in order to reflect our ownership interests and our incentive distribution rights, if applicable. The Distributable Cash Flow attributable to non-controlling interests is calculated in the same method as Distributions to non-controlling interests as presented on our Consolidated Statements of Stockholders’ Equity (Deficit) in our Forms 10-Q and Forms 10-K filed with the Securities and Exchange Commission. This amount may differ from the actual distributions paid to non-controlling investors by the subsidiary for a particular period.

We believe Distributable Cash Flow is a useful performance measure for management, investors and other users of our financial information to evaluate our performance and to measure and estimate the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and expending sustaining capital, that could be considered for deployment by our Board of Directors pursuant to our capital allocation plan, such as by way of common stock dividends, stock repurchases, retirement of debt, or expansion capital expenditures1. Distributable Cash Flow is not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.

We have not made any forecast of net income (loss) on a run-rate basis, which would be the most directly comparable measure under U.S. GAAP, in part because net income (loss) includes the impact of derivative transactions, which cannot be determined at this time, and we are unable to reconcile differences between run-rate Distributable Cash Flow and net income (loss).

___________________________

1

Capital spending for our business consists primarily of:

  • Maintenance capital expenditures. These expenditures include costs which qualify for capitalization that are required to sustain property, plant and equipment reliability and safety and to address environmental or other regulatory requirements rather than to generate incremental distributable cash flow; and
  • Expansion capital expenditures. These expenditures are undertaken primarily to generate incremental distributable cash flow and include investment in accretive organic growth, acquisition or construction of additional complementary assets to grow our business, along with expenditures to enhance the productivity and efficiency of our existing facilities.

 

Cheniere Energy, Inc.

Investors

Randy Bhatia

713-375-5479

Frances Smith

713-375-5753

Media Relations

Randy Bhatia

713-375-5479

Bernardo Fallas

713-375-5593

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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Cheniere Partners Reports First Quarter 2026 Results and Reconfirms Full Year 2026 Distribution Guidance

Cheniere Partners Reports First Quarter 2026 Results and Reconfirms Full Year 2026 Distribution Guidance

 

HOUSTON–(BUSINESS WIRE)–
Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) today announced its financial results for first quarter 2026.

HIGHLIGHTS

  • During the three months ended March 31, 2026, Cheniere Partners generated revenues of $3.6 billion, net income of $186 million, and Adjusted EBITDA1 of $1.2 billion.

  • With respect to the first quarter of 2026, Cheniere Partners declared a cash distribution of $0.790 per common unit to unitholders of record as of May 8, 2026, comprised of a base amount equal to $0.775 and a variable amount equal to $0.015. The common unit distribution and the related general partner distribution will be paid on May 15, 2026.

  • Reconfirming full year 2026 distribution guidance of $3.10 – $3.40 per common unit, maintaining a base distribution of $3.10 per common unit.

2026 FULL YEAR DISTRIBUTION GUIDANCE

 

2026

Distribution per Unit

$

3.10

$

3.40

SUMMARY AND REVIEW OF FINANCIAL RESULTS

(in millions, except LNG data)

Three Months Ended March 31,

 

2026

 

2025

 

% Change

Revenues

$

3,600

 

$

2,989

 

20

%

Net income

$

186

 

$

641

 

(71

)%

Adjusted EBITDA1

$

1,175

 

$

1,038

 

13

%

LNG exported:

 

 

 

 

 

Number of cargoes

 

112

 

 

112

 

%

Volumes (TBtu)

 

412

 

 

406

 

1

%

LNG volumes loaded and recognized (TBtu)

 

413

 

 

405

 

2

%

Net income decreased approximately $455 million during the three months ended March 31, 2026 as compared to the corresponding 2025 period. The decrease was primarily attributable to approximately $599 million of unfavorable variances related to changes in the fair value of our derivative instruments, including those impacts related to our long-term Integrated Production Marketing (“IPM”) agreements.

Adjusted EBITDA1 increased by approximately $137 million between the comparable three month periods, primarily driven by higher total margins per MMBtu of liquefied natural gas (“LNG”) delivered.

A significant portion of the derivative gains (losses) relate to the use of commodity derivative instruments indexed to international gas and LNG prices, primarily related to our long-term IPM agreements. Our IPM agreements are designed to provide stable margins on purchases of natural gas and sales of LNG over the life of the agreements and have a fixed fee component, similar to that of LNG sold under our long-term, fixed fee LNG sale and purchase agreements. However, the long-term duration and international price basis of our IPM agreements make them particularly susceptible to fluctuations in the fair market value from period to period. In addition, accounting requirements prescribe recognition of these long-term gas supply agreements at fair value each reporting period on a mark-to-market basis, but do not currently permit mark-to-market recognition of the corresponding sale of LNG, resulting in a mismatch of accounting recognition for the purchase of natural gas and sale of LNG. As a result of increased international gas price volatility and increases in international forward commodity curves during the three months ended March 31, 2026, we recognized $677 million of non-cash unfavorable changes in the fair value attributable to such positions, compared to $149 million of non-cash favorable changes in the fair value in the corresponding 2025 period.

During the three months ended March 31, 2026, we recognized in income 413 TBtu of LNG loaded from the SPL Project (defined below).

Capital Resources

The table below provides a summary of our available liquidity (in millions) as of March 31, 2026:

 

March 31, 2026

Cash and cash equivalents

$

279

Restricted cash and cash equivalents

 

22

Available commitments under our credit facilities(1):

 

Sabine Pass Liquefaction, LLC (“SPL”) Revolving Credit Facility

 

831

Cheniere Partners Revolving Credit Facility

 

1,000

Total available commitments under our credit facilities

 

1,831

 

 

Total available liquidity

$

2,132

(1) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of March 31, 2026.

Recent Key Financial Transactions and Updates

In March 2026, SPL repaid approximately $53 million aggregate principal amount outstanding of its 4.747% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) based on the fixed amortization schedules.

In February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 5.875% Senior Secured Notes due 2026.

SABINE PASS OVERVIEW

We own natural gas liquefaction facilities with total production capacity of over 30 mtpa of LNG at the Sabine Pass LNG terminal in Cameron Parish, Louisiana (the “SPL Project”).

As of May 1, 2026, approximately 3,360 cumulative LNG cargoes totaling over 230 million tonnes of LNG have been produced, loaded, and exported from the SPL Project.

SPL Expansion Project

We are developing an expansion adjacent to the SPL Project with an expected total peak production capacity of up to approximately 20 mtpa of LNG (the “SPL Expansion Project”), inclusive of estimated debottlenecking opportunities and supporting infrastructure. We expect to execute the SPL Expansion Project in a phased approach, and a positive Final Investment Decision (“FID”) is subject to, among other things, receipt of necessary regulatory approvals and acceptable commercial and financing arrangements. The Federal Energy Regulatory Commission (FERC) application for authorization to site, construct and operate the SPL Expansion Project, as well as the Department of Energy (DOE) application authorizing the export of LNG to non-free trade agreement countries, remain pending.

DISTRIBUTIONS TO UNITHOLDERS

In April 2026, we declared a cash distribution of $0.790 per common unit to unitholders of record as of May 8, 2026, comprised of a base amount equal to $0.775 ($3.10 annualized) and a variable amount equal to $0.015, which takes into consideration, among other things, amounts reserved for annual debt repayment and capital allocation goals, anticipated capital expenditures to be funded with cash, and cash reserves to provide for the proper conduct of the business. The common unit distribution and the related general partner distribution will be paid on May 15, 2026.

INVESTOR CONFERENCE CALL AND WEBCAST

Cheniere Energy, Inc. (NYSE: LNG) will host a conference call to discuss its financial and operating results for the first quarter on Thursday, May 7, 2026, at 11 a.m. Eastern time / 10 a.m. Central time. A listen-only webcast of the call and an accompanying slide presentation may be accessed through our website at www.cheniere.com. Following the call, an archived recording will be made available on our website. The call and accompanying slide presentation will include financial and operating results or other information regarding Cheniere Partners.

1 Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.

About Cheniere Partners

Cheniere Partners owns the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, which has natural gas liquefaction facilities with a total production capacity of over 30 mtpa of LNG, inclusive of debottlenecking opportunities. The Sabine Pass LNG terminal also has operational regasification facilities that include five LNG storage tanks, vaporizers, and three marine berths. Cheniere Partners also owns the Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of large interstate and intrastate pipelines.

For additional information, please refer to the Cheniere Partners website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

Use of Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying news release contains a non-GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure that is used to facilitate comparisons of operating performance across periods. This non-GAAP measure should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP, and the reconciliation from these results should be carefully evaluated.

Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of our results as reported under GAAP and should be evaluated only on a supplementary basis.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere Partners’ financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding Cheniere Partners’ anticipated quarterly distributions and ability to make quarterly distributions at the base amount or any amount, (iii) statements regarding regulatory authorization and approval expectations, (iv) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (v) statements regarding the business operations and prospects of third-parties, (vi) statements regarding potential financing arrangements, (vii) statements regarding future discussions and entry into contracts, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.

 

Cheniere Energy Partners, L.P.

Consolidated Statements of Operations

(in millions, except per unit data)(1)

(unaudited)

 

Three Months Ended

 

March 31,

 

 

2026

 

 

 

2025

 

Revenues

 

 

 

LNG revenues

$

2,703

 

 

$

2,267

 

LNG revenues—affiliate

 

846

 

 

 

671

 

Regasification revenues

 

34

 

 

 

34

 

Other revenues

 

17

 

 

 

17

 

Total revenues

 

3,600

 

 

 

2,989

 

 

 

 

 

Operating costs and expenses

 

 

 

Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below)

 

2,716

 

 

 

1,703

 

Cost of sales—affiliate

 

46

 

 

 

 

Operating and maintenance expense

 

226

 

 

 

203

 

Operating and maintenance expense—affiliate

 

48

 

 

 

44

 

Operating and maintenance expense—related party

 

 

 

 

15

 

General and administrative expense

 

3

 

 

 

4

 

General and administrative expense—affiliate

 

24

 

 

 

23

 

Depreciation and amortization expense

 

174

 

 

 

171

 

Other operating costs and expenses

 

2

 

 

 

 

Total operating costs and expenses

 

3,239

 

 

 

2,163

 

 

 

 

 

Income from operations

 

361

 

 

 

826

 

 

 

 

 

Other income (expense)

 

 

 

Interest expense, net of capitalized interest

 

(181

)

 

 

(190

)

Interest and dividend income

 

5

 

 

 

5

 

Other income—affiliate

 

1

 

 

 

 

Total other expense

 

(175

)

 

 

(185

)

 

 

 

 

Net income

$

186

 

 

$

641

 

 

 

 

 

Basic and diluted net income per common unit(1)

$

0.19

 

 

$

1.08

 

 

 

 

 

Weighted average basic and diluted number of common units outstanding

 

484

 

 

 

484

 

(1)

Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

 
 
 

Cheniere Energy Partners, L.P.

Consolidated Balance Sheets

(in millions, except unit data) (1)

(unaudited)

 

March 31,

 

December 31,

 

 

2026

 

 

 

2025

 

ASSETS

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

279

 

 

$

182

 

Restricted cash and cash equivalents

 

22

 

 

 

19

 

Trade and other receivables, net of current expected credit losses

 

281

 

 

 

511

 

Trade and other receivables—affiliate

 

311

 

 

 

238

 

Advances to affiliates

 

142

 

 

 

145

 

Inventory

 

151

 

 

 

180

 

Current derivative assets

 

3

 

 

 

 

Prepaid expenses

 

34

 

 

 

42

 

Other current assets, net

 

27

 

 

 

21

 

Total current assets

 

1,250

 

 

 

1,338

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation

 

15,106

 

 

 

15,259

 

Operating lease assets

 

75

 

 

 

76

 

Derivative assets

 

464

 

 

 

541

 

Other non-current assets, net

 

211

 

 

 

223

 

Total assets

$

17,106

 

 

$

17,437

 

 

 

 

 

LIABILITIES AND PARTNERS’ EQUITY

 

 

 

Current liabilities

 

 

 

Accounts payable

$

52

 

 

$

53

 

Accrued liabilities

 

732

 

 

 

990

 

Current debt, net of unamortized discount and debt issuance costs

 

1,606

 

 

 

306

 

Due to affiliates

 

36

 

 

 

57

 

Deferred revenue

 

93

 

 

 

119

 

Current derivative liabilities

 

447

 

 

 

164

 

Other current liabilities

 

12

 

 

 

15

 

Other current liabilities—affiliate

 

5

 

 

 

4

 

Total current liabilities

 

2,983

 

 

 

1,708

 

 

 

 

 

Long-term debt, net of unamortized discount and debt issuance costs

 

12,612

 

 

 

14,161

 

Derivative liabilities

 

1,187

 

 

 

900

 

Other non-current liabilities

 

227

 

 

 

231

 

Other non-current liabilities—affiliate

 

19

 

 

 

23

 

Total liabilities

 

17,028

 

 

 

17,023

 

 

 

 

 

Partners’ equity

 

 

 

Common unitholders’ interest (484 million units issued and outstanding at both March 31, 2026 and December 31, 2025)

 

2,936

 

 

 

3,156

 

General partner’s interest (2% interest with 10 million units issued and outstanding at both March 31, 2026 and December 31, 2025)

 

(2,858

)

 

 

(2,742

)

Total partners’ equity

 

78

 

 

 

414

 

Total liabilities and partners’ equity

$

17,106

 

 

$

17,437

 

(1)

Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.

 
 

Reconciliation of Non-GAAP Measures

Regulation G Reconciliations

Adjusted EBITDA

The following table reconciles our Adjusted EBITDA to U.S. GAAP results for the three months ended March 31, 2026 and 2025 (in millions):

 

Three Months Ended March 31,

 

 

2026

 

 

 

2025

 

Net income

$

186

 

 

$

641

 

Interest expense, net of capitalized interest

 

181

 

 

 

190

 

Interest and dividend income

 

(5

)

 

 

(5

)

Other income—affiliate

 

(1

)

 

 

 

Income from operations

$

361

 

 

$

826

 

Adjustments to reconcile income from operations to Adjusted EBITDA:

 

 

 

Depreciation and amortization expense

 

174

 

 

 

171

 

Loss from changes in fair value of commodity derivatives, net (1)

 

640

 

 

 

41

 

Adjusted EBITDA

$

1,175

 

 

$

1,038

 

(1)

Change in fair value of commodity derivatives prior to contractual delivery or termination, primarily related to non-cash changes in the fair value of our long-term IPM agreements.

Adjusted EBITDA is commonly used as a supplemental financial measure by our management and external users of our Consolidated Financial Statements to assess the financial performance of our assets without regard to financing methods, capital structures, or historical cost basis. Adjusted EBITDA is not intended to represent cash flows from operations or net income as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.

We believe Adjusted EBITDA provides relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance.

Adjusted EBITDA is calculated by taking net income before interest expense, net of capitalized interest, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense, gain or loss on disposal of assets, and changes in the fair value of our commodity derivatives prior to contractual delivery or termination. Changes in the fair value of commodity derivatives are considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. We believe the exclusion of these items enables investors and other users of our financial information to assess our sequential and year-over-year performance and operating trends on a more comparable basis and is consistent with management’s own evaluation of performance.

Cheniere Partners

Investors

Randy Bhatia 713-375-5479

Frances Smith 713-375-5753

Media Relations

Randy Bhatia 713-375-5479

Bernardo Fallas 713-375-5593

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Other Energy Transport Logistics/Supply Chain Management Oil/Gas Energy Other Transport

MEDIA:

Ingles Markets, Incorporated Reports Results for Second Quarter and First Six Months of Fiscal 2026

Ingles Markets, Incorporated Reports Results for Second Quarter and First Six Months of Fiscal 2026

ASHEVILLE, N.C.–(BUSINESS WIRE)–
Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported its financial results for the three and six months ended March 28, 2026.

Robert P. Ingle II, Chairman of the Board, stated, “We are pleased to announce our financial results that are made possible by our associates’ commitment and dedication to our customers and communities in which we serve.”

Second Quarter 2026 Results

Net sales totaled $1.31 billion for the quarter ended March 28, 2026, a decrease of 1.8% compared with $1.33 billion for the quarter ended March 29, 2025.

Gross profit for the second quarter of fiscal 2026 increased to $325.3 million, or 24.9% of sales, as compared to $311.0 million, or 23.4% of sales, for the second quarter of fiscal 2025.

Operating and administrative expenses for the second quarter of fiscal 2026 was relatively flat at $291.2 million, as compared with $289.1 million for the second quarter of fiscal 2025.

Interest expense totaled $4.5 million for the second quarter of fiscal 2026, as compared with $4.9 million for the second quarter of fiscal 2025.

Net income increased to $24.3 million for the second quarter of fiscal 2026, as compared with $15.1 million for the second quarter of fiscal 2025. Basic and diluted earnings per share for Class A Common Stock increased to $1.31 and $1.28, respectively, for the quarter ended March 28, 2026, as compared with $0.81 and $0.80, respectively, for the quarter ended March 29, 2025.

First Half Fiscal 2026 Results

First half fiscal 2026 net sales totaled $2.68 billion, an increase of 2.4% compared with $2.62 billion for the first half of fiscal 2025.

Gross profit for the six months ended March 28, 2026, increased to $659.8 million, as compared with $612.1 million for the first six months of fiscal 2025. Gross profit, as a percentage of sales, was 24.6% for the first half of fiscal 2026, compared with 23.4% for the first half of fiscal 2025.

Operating and administrative expenses totaled $586.6 million for the six months ended March 28, 2026, as compared to $569.9 million for the six months ended March 29, 2025.

Interest expense decreased to $9.1 million for the six-month period ended March 28, 2026, as compared with $9.9 million for the six-month period ended March 29, 2025. Total debt as of March 28, 2026, was $503.8 million compared with $521.6 million as of March 29, 2025.

Net income increased to $52.4 million for the six months ended March 28, 2026, as compared with $31.7 million for the six months ended March 29, 2025. Basic and diluted earnings per share for Class A Common Stock increased to $2.82 and $2.76, respectively, for the six months ended March 28, 2026, as compared to $1.70 and $1.67, respectively, for the six months ended March 29, 2025.

Capital expenditures for the first half of fiscal 2026 totaled $53.0 million compared with $62.0 million for the first half of fiscal 2025.

About Ingles Markets, Incorporated

Ingles Markets, Incorporatedis a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 194 supermarkets, excluding three stores that remain temporarily closed due to damage sustained in Hurricane Helene but which are expected to reopen at various times during 2026 and 2027. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain Ingles supermarkets. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company’s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the Company’s ability to successfully implement our expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company’s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company’s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

INGLES MARKETS, INCORPORATED

(Amounts in thousands except per share data)

 

Unaudited Financial Highlights

Condensed Consolidated Statements of Income (Unaudited)

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

March 28,

 

March 29,

 

March 28,

 

March 29,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

 

 

 

 

Net sales

$

1,307,863

$

1,331,273

 

 

$

2,680,841

$

2,619,388

Gross profit

 

325,259

 

 

310,977

 

 

 

659,816

 

 

612,111

 

Operating and administrative expenses

 

291,152

 

 

289,144

 

 

 

586,568

 

 

569,853

 

Gain (loss) from sale or disposal of assets

 

364

 

 

(192

)

 

 

358

 

 

2,954

 

Income from operations

 

34,471

 

 

21,641

 

 

 

73,606

 

 

45,212

 

Other income, net

 

2,765

 

 

2,842

 

 

 

5,683

 

 

6,140

 

Interest expense

 

4,495

 

 

4,879

 

 

 

9,102

 

 

9,890

 

Income tax expense

 

8,474

 

 

4,498

 

 

 

17,791

 

 

9,768

 

Net income

$

24,267

 

$

15,106

 

 

$

52,396

 

$

31,694

 

 

 

 

 

 

 

Basic earnings per common share – Class A

$

1.31

 

$

0.81

 

 

$

2.82

 

$

1.70

 

Diluted earnings per common share – Class A

$

1.28

 

$

0.80

 

 

$

2.76

 

$

1.67

 

Basic earnings per common share – Class B

$

1.19

 

$

0.74

 

 

$

2.56

 

$

1.55

 

Diluted earnings per common share – Class B

$

1.19

 

$

0.74

 

 

$

2.56

 

$

1.55

 

 

 

 

 

 

 

Additional selected information:

 

 

 

 

 

Depreciation and amortization expense

$

30,073

 

$

30,597

 

 

$

60,366

 

$

61,536

 

Rent expense

$

1,822

 

$

1,993

 

 

$

3,462

 

$

3,728

 

 

Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

 

 

 

 

March 28,

 

 

 

Sept. 27,

 

 

 

2026

 

 

 

 

 

2025

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

$

418,002

 

 

 

$

366,246

 

 

Receivables-net

 

101,218

 

 

 

 

106,355

 

 

Inventories

 

479,406

 

 

 

 

482,979

 

 

Other current assets

 

20,211

 

 

 

 

19,976

 

 

Property and equipment-net

 

1,503,038

 

 

 

 

1,515,070

 

 

Other assets

 

73,041

 

 

 

 

75,429

 

 

TOTAL ASSETS

$

2,594,916

 

 

 

$

2,566,055

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current maturities of long-term debt

$

17,480

 

 

 

$

17,477

 

 

Accounts payable, accrued expenses and current portion of other long-term liabilities

 

287,456

 

 

 

 

285,426

 

 

Deferred income taxes

 

59,950

 

 

 

 

65,040

 

 

Long-term debt

 

486,284

 

 

 

 

497,289

 

 

Other long-term liabilities

 

81,744

 

 

 

 

84,891

 

 

Total Liabilities

 

932,914

 

 

 

 

950,123

 

 

Stockholders’ equity

 

1,662,002

 

 

 

 

1,615,932

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

2,594,916

 

 

 

$

2,566,055

 

 

 

Pat Jackson, Chief Financial Officer

[email protected]

(828) 669-2941 (Ext. 223)

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Supermarket Retail Other Retail Food/Beverage

MEDIA:

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USA TODAY Co. to Present at the 21st Annual Needham Technology, Media, & Consumer Conference

USA TODAY Co. to Present at the 21st Annual Needham Technology, Media, & Consumer Conference

NEW YORK, NY–(BUSINESS WIRE)–
USA TODAY Co., Inc. (“USA TODAY Co.”, “we”, “our”, or the “Company”) (NYSE: TDAY) today announced that it will present virtually at the 21st Annual Needham Technology, Media, & Consumer Conference on Thursday, May 14, 2026 at 8:45 am ET. Presenters will include its Chairman and Chief Executive Officer, Michael Reed, and its Chief Financial Officer, Trisha Gosser.

The video webcast of the conference will be accessible through the Investor Relations section of our website under the News and Events – Event Calendar section and will remain archived there for 90 days from the respective date of the presentation.

About USA TODAY Co.

USA TODAY Co., Inc. (NYSE: TDAY) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. We seek to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom, we provide essential journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses with innovative digital marketing products and solutions.

Our website address is www.usatodayco.com. We use our website as a channel of distribution for important company information, including press releases and other news and presentations, which is accessible on the Investor Relations and News and Events subpages of our website.

For investor inquiries, contact:

Matt Esposito

Investor Relations

703-854-3000

[email protected]

For media inquiries, contact:

Lark-Marie Anton

Corporate Communications

646-906-4087

[email protected]

KEYWORDS: New York Virginia United States North America

INDUSTRY KEYWORDS: Media Communications Publishing

MEDIA:

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Alterity Therapeutics to Deliver Presentations at Multiple Medical Conferences in May 2026

MELBOURNE, Australia and SAN FRANCISCO, May 07, 2026 (GLOBE NEWSWIRE) — Alterity Therapeutics (ASX: ATH, NASDAQ: ATHE) (“Alterity” or “the Company”), a biotechnology company dedicated to developing disease modifying treatments for neurodegenerative diseases, today announced that presentations related to the Company’s development program in Multiple System Atrophy (MSA) will be delivered at multiple medical conferences in May 2026.

The International Society for Magnetic Resonance in Medicine 2026 ISMRM and ISMRT Annual Meeting and Exhibition

  • Title: Quantitative Susceptibility Mapping Detects Progressive Iron Accumulation in Early MSA
    (Abstract #03335)
  • Type: Oral Presentation
  • Presenter: Paula Trujillo, PhD, Research Assistant Professor, Department of Neurology, Vanderbilt University Medical Center
  • Date/Time: Tuesday, May 12, 2026, 16:00-17:50 local time
  • Location: Cape Town, South Africa

Movement Disorder Society of Australia and New Zealand (MDSANZ) Scientific Meeting

  • Title: Results from a Randomized, Double-Blind, Placebo-Controlled Study of ATH434 in MSA using CSF NfL as a Covariate
  • Type: Poster Presentation
  • Presenter: Daniel Claassen, M.D., M.S., Professor of Neurology at Vanderbilt University Medical Center and Chief Medical Advisor for Alterity
  • Conference Dates: May 15-17, 2026
  • Location: Sydney, Australia

MSA Symposium 2026

  • Title: ATH434 Clinical Update and Phase 3 Planning
  • Type: Oral Presentation
  • Presenter: David Stamler, M.D., CEO of Alterity Therapeutics
  • Date/Time: Monday, May 18, 2026, 16.15-17.00 local time
  • Location: London, UK

About Alterity Therapeutics Limited

Alterity Therapeutics is a clinical stage biotechnology company dedicated to creating an alternate future for people living with neurodegenerative diseases. The Company is focused on developing disease modifying therapies in Multiple System Atrophy (MSA) and related Parkinsonian disorders. Alterity is preparing to initiate a Phase 3 pivotal trial in MSA, a rare and rapidly progressive disease. ATH434, the Company’s lead asset, has demonstrated clinically meaningful efficacy in a randomized, double-blind, placebo-controlled Phase 2 clinical trial in participants with MSA. Alterity has further reported positive data in its open label Phase 2 clinical trial in participants with advanced MSA. In addition, Alterity has a broad drug discovery platform generating patentable chemical compounds to treat the underlying pathology of neurological diseases. The Company is based in Melbourne, Australia, and San Francisco, California, USA. For further information please visit the Company’s website at https://alteritytx.com.

Authorisation & Additional information

This announcement was authorized by the David Stamler, CEO of Alterity Therapeutics Limited.

Contacts:

Investors:

Elyse Shapiro
[email protected]

Remy Bernarda
Investor Relations Advisory Solutions
[email protected]
+1 (415) 203-6386

Media

Casey McDonald
Tiberend Strategic Advisors, Inc.
[email protected]
+1 (646) 577-8520

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section
21E
of
the
Securities
Exchange
Act
of
1934.
The
Company
has
tried
to
identify
such
forward-looking
statements
by
use of such words as “expects,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “may,” “evidences” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such
statements.

Important
factors
that
could
cause
actual
results
to
differ
materially
from
those
indicated
by
such
forward-looking
statements are
described
in
the
sections
titled
“Risk
Factors”
in
the
Company’s
filings
with
the
SEC,
including
its
most
recent
Annual
Report on
Form
20-F
as
well
as
reports
on
Form
6-K,
including,
but
not
limited
to
the
following:
statements
relating
to
the
Company’s drug development program, including, but not limited to the initiation, progress and outcomes of clinical trials of the Company’s
drug
development
program,
including,
but
not
limited
to,
ATH434,
and
any
other
statements
that
are
not
historical facts.
Such
statements
involve
risks
and
uncertainties,
including,
but
not
limited
to,
those
risks
and
uncertainties
relating
to
the difficulties
or
delays
in
financing,
development,
testing,
regulatory
approval,
production
and
marketing
of
the
Company’s
drug components,
including,
but
not
limited
to,
ATH434,
the
ability
of
the
Company
to
procure
additional
future
sources
of
financing, unexpected adverse side effects or inadequate therapeutic efficacy of the Company’s drug compounds, including, but not limited
to,
ATH434,
that
could
slow
or prevent products
coming
to
market,
the uncertainty
of obtaining patent protection
for
the
Company’s intellectual
property
or
trade
secrets, the uncertainty of successfully enforcing the Company’s patent rights and the uncertainty of the Company freedom to operate.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks
only
as
of
the
date
on
which
it
is
made.
We
undertake
no
obligation
to
publicly
update
any
forward-looking
statement, whether
written
or
oral,
that
may
be
made
from
time
to
time,
whether
as
a
result
of
new
information,
future
developments
or otherwise.



MarketWise Reports Net Revenue of $77.0 Million and Net Loss of $0.6 Million for First Quarter 2026; Q1 Billings Increase 15% YoY; Announced Quarterly Regular and Special Dividends totaling $0.45 per Class A share; Affirms FY 2026 Guidance of Billings of $300 Million and CFFO of $50 Million; Board Authorizes New $50M Share Buyback Program

BALTIMORE, May 07, 2026 (GLOBE NEWSWIRE) — MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”), a leading multi-brand digital subscription services platform that provides premium financial research, software, education, and tools for self-directed investors, today reported financial results for first quarter 2026.(1)

First Quarter 2026 Highlights
(1)

  • Paid Subscribers returned to growth in first quarter 2026 following stabilization in the second half of 2025, reflecting improved customer acquisition and retention.
  • Paid Subscribers were 381 thousand as of March 31, 2026, compared with 374 thousand as of December 31, 2025. Active Free subscribers were 2.0 million as of March 31, 2026.
  • Total Net Revenue was $77.0 million in the first quarter 2026(2)
  • Billings for first quarter 2026 totaled $81.4 million, representing a 15% year-over-year increase compared to first quarter 2025, and the highest quarterly Billings since 2023.
  • Net Loss was $0.6 million in first quarter 2026 due in large part to the difference timing of deferred revenue recognition and recognition of sales and marketing costs.
  • Cash from Operating Activities (“CFFO”) was $(2.1) million in first quarter 2026, a decrease of $3.8 million compared to first quarter 2025, driven primarily by increased cash basis investments in marketing and customer acquisition of $15 million in first quarter 2026.
  • Affirmed FY 2026 guidance for Billings ($300 million) and Cash from Operating Activities ($50 million).
  • Cash and Cash Equivalents remained strong at $52.7 million as of March 31, 2026, compared to $70 million as of December 31, 2025, and $51 million as of September 30, 2025. Generally, cash expenditures are highest in the first quarter of each year due to various items including the timing of marketing efforts, tax distributions and working capital items.
  • Announced quarterly regular and special dividends totaling $0.45 per share of Class A common stock. No change to full year dividend target of $1.80 per share of Class A common stock.
  • In April 2026, as previously disclosed, as part of a settlement of a legal matter, we repurchased over 3% of our total shares outstanding for $12.2 million and at prices we believe represent a discount to intrinsic value.
(1) All quarterly results reported herein are unaudited.
(2) Net Revenue (a GAAP measure) represents Billings that are recognized over the term of the subscription, which can be multiple years. Billings are amounts invoiced to customers in the period and is thus indicative of the current operating environment and demand for our products.
   

“First quarter Billings were the strongest since 2023 and represented a 15% year-over-year increase compared to first quarter 2025, which enabled us to accelerate investments in customer acquisition in the quarter,” said Dr. David Eifrig, Chief Executive Officer. “Specifically, we increased marketing spend by nearly $15 million, which drove meaningful new subscriber additions and reversed several periods of decline in our Paid Subscriber total.”

Eifrig continued, “First quarter cash flow was impacted by this increased investment in customer acquisition, compounded by the typical seasonal pattern of Q1. This opportunistic marketing investment has continued into the second quarter, as we now shift meaningfully toward cash generation for the balance of the year. This is the toggle our business model is designed to execute — moving between growth and margin in response to market conditions and opportunity. Our Q1 results validate that we can do so with discipline.”

“On capital allocation, we declared this week a dividend of $0.45 per share to Class A shareholders. And, as previously disclosed, in April we repurchased over 3% of our total shares outstanding at prices we believe represent a discount to intrinsic value. We take our responsibility as stewards of shareholder capital seriously, and every allocation decision is evaluated with care.”

“Lastly, and perhaps most importantly, we recently completed a review of our long-term strategic plan with our Board of Directors. I am more excited than ever about our plans to provide high-quality products for our customers while delivering strong top-line growth coupled with margin expansion over time. Achieving our ambitious plans will require innovation, discipline, and operational excellence. We have the right strategy, the right brands, and the right team. I look forward to providing updates as we progress.”

Our summary results and selected financial data are as follows:

                         

(Unaudited, in millions, except per share data or otherwise noted)
  1Q 2025   2Q 2025   3Q 2025   4Q 2025   1Q 2026   TTM 1Q 2026
Paid Subscribers (in thousands)     473     394     379     374     381     N/M
Total net revenue   $ 83.5   $ 80.0   $ 81.3   $ 83.4   $ 77.0     $ 321.6
New “Marketing” Billings (1)   $ 51.3   $ 41.6   $ 48.7   $ 57.5   $ 60.9     $ 208.7
Net “Renewal” Billings (2)   $ 18.3   $ 15.4   $ 14.1   $ 17.5   $ 19.0     $ 66.0
Other Billings (3)   $ 0.8   $ 1.2   $ 0.8   $ 3.9   $ 1.5     $ 7.4
Total Billings   $ 70.5   $ 58.2   $ 63.7   $ 78.9   $ 81.4     $ 282.1
ARPU (in dollars)   $ 419   $ 474   $ 566   $ 670   $ 738     $ 738
Net income   $ 16.8   $ 15.3   $ 17.9   $ 14.0   $ (0.6 )   $ 46.6
CFFO (4)   $ 1.7   $ 17.8   $ 2.2   $ 24.2   $ (2.1 )   $ 42.2
Adjusted CFFO   $ 1.7   $ 17.8   $ 2.2   $ 24.2   $ (2.1 )   $ 42.2
Free Cash Flow   $ 1.5   $ 17.5   $ 1.7   $ 23.7   $ (2.7 )   $ 40.2
                         
Earnings per share – basic   $ 0.43   $ 0.55   $ 0.60   $ 0.79   $ (0.23 )   $ 1.72
Earnings per share – diluted   $ 0.41   $ 0.53   $ 0.58   $ 0.76   $ (0.23 )   $ 1.64
                         
Regular dividends per Class A share (5)   $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.25     $ 0.85
Special dividends per Class A share (5)   $ 0.60   $ 0.10   $ 0.20   $ 0.20   $ 0.20     $ 0.70
Total dividends per Class A share (5)   $ 0.80   $ 0.30   $ 0.40   $ 0.40   $ 0.45     $ 1.90
                         
Class A Shares (6)     2.3     2.4     2.5     2.4     2.5       2.4
Class B Shares (6)     13.7     13.6     13.6     13.6     13.6       13.6
Total Shares (6)     16.1     16.0     16.1     16.1     16.1       16.1
                         
(1) Includes billings from all new subscription sales to new and existing subscribers.
(2) Includes billings attributable to renewal and maintenance fee payments. Excludes Membership sales.
(3) Includes primarily billings from Revenue Share, Advertising, and Conferences.
(
4
) CFFO will fluctuate from quarter to quarter based on inherent variability in our business (2Q and 4Q tend to be higher; 1Q and 3Q, lower). CFFO can also be impacted by timing of product launches, marketing campaigns and discreet working capital items.
(5) Dividends prior to April 2, 2025 have been retroactively adjusted to give effect to the 1-for-20 reverse stock split. See dividend guidance in the “Full Year 2026 Targets” section below.
(6) Excludes Management and Sponsor Earnout Shares. Amount in the TTM1Q2026 column is the average of the last four quarters
N/M – Not Meaningful
                         
                         

Net Revenue versus Billings

Net Revenue represents cash received by the Company for the sale of subscriptions which are then recognized as revenue for GAAP purposes over the term of the subscription, or up to 5 years. Cash received by the company is recorded as Deferred Revenue on the Balance Sheet until such amounts are recognized as Net Revenue. Given the deferred nature of revenue recognition, there can be a significant lag between when cash is received by the Company and when revenue is recognized in the Income Statement. To illustrate, Net Revenue recognized in Q1 2026 included the significant cash sales from 2021 and 2022. As such, Net Revenue may not be indicative of the current trajectory or operating environment of the Company. In contrast, Billings, represent current period cash sales by the Company which is reflective of the current, real-time operating activity of the Company. The disconnect between Net Revenue and the current trajectory of the Company can be observed in our 2026 results. Specifically, Net Revenue declined 7.8% from Q1 2025 to Q1 2026 whereas Billings, the actual cash sales of the business, increased 15.5%. We expect a similar dynamic to occur in FY 2026 where Net Revenue will decline while customer sales activity and Billings increase. Billings tend to lead Net Revenue by 12-24 months, on average, and as such we expect Net Revenue to stabilize in 2026 and return to growth in 2027.

The historical relationship between Net Revenue and Billings is illustrated in the following chart:

Selected Operational and Financial Supplemental Information

We are providing the additional information below to provide further context on results and trends.

Subscriber Composition Trends

As of March 31, 2026, the Company had 2.3 million Active Free Subscribers and Paid Subscribers. Part of the Company’s acquisition strategy is to convert Active Free Subscribers to Paid Subscribers. As of March 31, 2026, the Company had 381 thousand Paid Subscribers, which is an increase of 2.0% compared to December 31, 2025.

As previously disclosed, the Company’s strategy has pivoted since mid-2024 to focus on higher priced products. Thus, while Paid Subscribers have declined over the last 2-years in absolute terms, the quality and lifetime spend of the subscribers have increased.

As illustrated in the chart below, the customer mix has steadily improved with 62% of customers as of March 31, 2026, having a lifetime spend of over $500. In contrast, the majority of customer churn is from the lower value tiers as those cohorts generally continue to decline as a percent of the total. As of March 31, 2026, however, the $500 and below cohort increased due to the successful customer acquisition efforts in the quarter. As these new customers purchase additional products, we expect lifetime spend for this cohort to increase.

This positive mix shift and improvement in customer quality has contributed to the Billings and ARPU growth experienced over the last several quarters.

Billings

After the period of Billings declines from 2021 through mid-2024, the Company experienced an inflection point in 4Q 2024 with a return to sequential Billings growth. Billings have continued a steady increase with Q1 2026 Billings representing more than a 15% year over year increase compared to Q1 2025.

For Q1 2026, Billings were $81.4 million compared to $70.5 million for Q1 2025.

Further, as illustrated in the chart below, there has been a historical correlation between our Billings and share price. This correlation, however, has decoupled in recent quarters.

We remain focused on driving higher Billings, coupled with margin expansion, which we believe will increase intrinsic value over time.

Cash from Operating Activities

CFFO was $(2.1) million for Q1 2026 which was a decline of $3.8 million compared to Q1 2025.

Based on the nature of our business, and as illustrated in the chart below, CFFO fluctuates from quarter to quarter. Specifically, Q2 and Q4 tend to have higher CFFO while Q1 and Q3 tend to have lower CFFO. The amount of CFFO in any given quarter is impacted by the timing of product launches, marketing campaigns, and discrete working capital items. This timing dynamic on CFFO was particularly acute in Q1 2026 as we opportunistically increased cash basis marketing investment by $15 million in the quarter compared to Q1 of 2025, in response to favorable market conditions. Normalized for this increased and accelerated marketing investment, Q1 2026 CFFO would have been meaningfully higher than the prior year comparable period. This opportunistic marketing investment continued into the second quarter, as we now shift toward cash generation for the balance of the year.

Given this variability, we believe it is useful to evaluate CFFO trends over multiple quarters, or a full year.

Balance Sheet and Capital Structure

As of March 31, 2026, the Company holds Cash and Cash Equivalents of $52.7 million, compared to $70.1 million as of December 31, 2025 and $50.5 million as of September 30, 2025. Generally, cash expenditures are highest in the first quarter of each year due to various items including the timing of marketing efforts, tax distributions, and working capital items.

Tax distribution payments were significant in FY 2025 due to the timing of taxable income which arose from the Billings in prior years.

For FY 2026, we expect tax distributions to decline significantly to approximately $35 million, or nearly $15 million lower than FY 2025. Similar to the timing of tax distribution payments in FY 2025, we expect FY 2026 tax distributions to be higher in the first half of the year and lower in the second half. Due to the timing of tax distributions and the higher working capital needs in the first quarter of each year, we expect overall cash balances to decline in the first half of 2026 before increasing in the second half of 2026.

MarketWise Inc.’s Class A common stock trades on the Nasdaq Global Market under the symbol “MKTW.” As of March 31, 2026, the Company had 2,533,780 Class A common shares and 13,612,641 Class B common shares issued and outstanding, totaling 16,146,421 Class A and Class B common shares. When determining the market capitalization or equity value of the Company, we believe it is appropriate to include the total of the Class A and Class B common shares. Net Income attributable to noncontrolling interests on the Income Statement is primarily associated with these B shares and is a result of our corporate structure.

On May 5, 2026, we announced that our Board of Directors declared a regular quarterly cash dividend and a special cash dividend to holders of Class A common stock of $0.25 and $0.20 per share, respectively, on May 5, 2026. A comparable distribution of $0.25 per common unit has also been approved to holders of MarketWise, LLC common units. The dividend and distribution will be paid on June 25, 2026. The Record Date is May 15, 2026.

Note that the special dividends referenced above arise from the previously mentioned tax distributions to noncontrolling interests, and represent the proportionate payment to MarketWise, Inc. To the extent the proportionate payment to MarketWise, Inc. exceeds the amounts required for corporate income taxes, any excess may be distributed to Class A shareholders in the form of dividends. Given the mechanical nature of the tax distribution payments, we expect the quarterly special dividends to continue. The amounts, however, may vary.

FY 2026 Targets

Our strategic plans and initiatives are built around bringing high-quality investing ideas and tools to our customers at a dynamic and volatile time for markets. Our focus will continue to be on delivering high-quality products to our customers, in an efficient manner, which we believe will drive both top line growth and margin expansion. Further, we intend to continue our disciplined approach to capital allocation with a mix of dividends, share repurchases, and prudent investments in our business.

For FY 2026, our reaffirmed targets are as follows:

  • Billings of approximately $300 million for FY 2026, which is growth of approximately 10% from FY 2025 Billings.
  • CFFO of approximately $50 million for FY 2026 which is nearly a 10% YoY increase as compared to FY 2025.
  • Total dividends of $1.80 per share of MarketWise, Inc. Class A common stock.

These forward-looking targets are based on trends and market conditions as they exist currently, and actual results may differ materially. In the case of dividends, amounts are subject to the ongoing approval by our Board of Directors.

About MarketWise

Founded with a mission to level the playing field for self-directed investors, today MarketWise is a leading multi-brand subscription services platform providing premium financial research, software, education, and tools for investors.

With more than 25 years of operating history, MarketWise serves a community of millions of free and paid subscribers. MarketWise’s products are a trusted source for high-value financial research, education, actionable investment ideas, and investment software. MarketWise is a 100% digital, direct-to-customer company offering its research across a variety of platforms including mobile, desktops, and tablets. MarketWise has a proven, agile, and scalable platform and our vision is to become the leading financial solutions platform for self-directed investors.

Key Business Metrics and Non-GAAP Financial Measures

In this release we discuss certain key business metrics, which we believe provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.

Billings are defined as amounts invoiced to customers.

Paid Subscribers are defined as the total number of unique subscribers with at least one paid subscription at the end of the period.

Active Free Subscribers are unique subscribers who have subscribed to one of our free investment publications via a valid email address and who have received and/or consumed our content during the quarter, excluding any Paid Subscribers who also have free subscriptions.

Average revenue per user or ARPU is defined as the trailing four quarters of net Billings divided by the average number of quarterly total Paid Subscribers over that period.

In addition to our results determined in accordance with GAAP, we believe that the below non-GAAP financial measures are useful in evaluating operating performance. We use the below non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. This non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

Management uses these non-GAAP measures internally to evaluate performance and make operating decisions, and we believe they provide a meaningful perspective to investors when used in conjunction with our GAAP results.

These non-GAAP measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other GAAP financial measures, such as cash flow from operations, operating cash flow margin, and net income. Some of the limitations of using these non-GAAP measures are that these metrics may be calculated differently by other companies in our industry.

Adjusted CFFO is defined as cash flow from operations (“CFFO”) plus or minus any non-recurring items.

Adjusted CFFO Margin is defined as Adjusted CFFO as a percentage of Billings.

We believe that Adjusted CFFO and Adjusted CFFO Margin are useful indicators that provide information to management and investors about our ability to generate cash, and for internal planning and forecasting purposes.

We expect Adjusted CFFO and Adjusted CFFO Margin to fluctuate in future periods as we invest in our business to execute our growth strategy. These activities, along with any non-recurring items as described above, may result in fluctuations in Adjusted CFFO and Adjusted CFFO Margin in future periods.

Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures. We define capital expenditures as purchases of property and equipment plus capitalized software development costs. Acquisitions are not included in capital expenditures.

We believe Free Cash Flow is a useful indicator that provides information to management and investors about the cash generated by the business that is available for discretionary purposes, such as dividends and strategic investments.

Non-GAAP Measures

The following table provides a reconciliation of net cash provided by (used in) operating activities to Adjusted CFFO, and net cash provided by operating activities margin as a percentage of total net revenue to Adjusted CFFO Margin, net cash provided by (used in) operating activities to Free Cash Flow, in each case, the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”):


(In thousands)
  First Quarter    
    2026
  2025
 
% Change
Net cash provided by (used in) operating activities   $ (2,075 )   $ 1,733     (219.7
)%
Total net revenue     77,029       83,507     (7.8
)%
Net cash provided by (used in) operating activities margin   (2.7 )%     2.1 %    
             
Adjusted CFFO   $ (2,075 )   $ 1,733     (219.7
)%
Billings     81,373       70,456     15.5
%
Adjusted CFFO margin     (2.5 %)     2.5 %    
             
Net cash provided by (used in) operating activities   $ (2,075 )   $ 1,733     (219.7
)%
Capital expenditures     (600 )     (222 )   170.3
%
Free Cash Flow   $ (2,675 )   $ 1,511     (277.0
)%
                     
NM: Not meaningful                    
                     

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the financial position, business strategy, and the plans and objectives of management for future operations of MarketWise. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “target,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: our ability to attract new subscribers and to persuade existing subscribers to renew their subscription agreements with us and to purchase additional products and services from us; our ability to adequately market our products and services, and to develop additional products and product offerings; our ability to manage our growth effectively, including through acquisitions; failure to maintain and protect our reputation for trustworthiness and independence; our ability to attract, develop, and retain capable management, editors, and other key personnel; our ability to grow market share in our existing markets or any new markets we may enter; adverse or weakened conditions in the financial sector, global financial markets, and global economy; current macroeconomic events, including heightened inflation, rise in interest rates and the potential for an economic recession; failure to comply with laws and regulations or other regulatory action or investigations, including the Investment Advisers Act of 1940, as amended; our ability to respond to and adapt to changes in technology and consumer behavior; failure to successfully identify and integrate acquisitions, or dispose of assets and businesses; our public securities’ potential liquidity and trading; the impact of the regulatory environment and complexities with compliance related to such environment; our future capital needs; our ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in our internal control over financial reporting; and other factors beyond our control.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our filings with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.


Table 1. Income Statement


(Unaudited, in thousands, except per share data)
  First Quarter
    2026
  2025
Net revenue   $ 76,377     $ 83,014
Related party revenue     652       493
Total net revenue     77,029       83,507
Operating expenses:        
Cost of revenue (1)     11,147       11,935
Sales and marketing (1)     39,695       34,078
General and administrative (1)     24,167       17,328
Research and development (1)     2,325       2,346
Depreciation and amortization     518       531
Impairment of intangible assets           380
Related party expense     273       129
Total operating expenses     78,125       66,727
(Loss) income from operations     (1,096 )     16,780
Other income, net     94       158
Interest income, net     510       941
(Loss) income before income taxes     (492 )     17,879
Income tax expense     62       1,038
Net (loss) income     (554 )     16,841
Net income attributable to noncontrolling interests     19       15,951
Net (loss) income attributable to MarketWise, Inc.   $ (573 )   $ 890
         
Earnings per share – basic   $ (0.23 )   $ 0.43
         
Earnings per share – diluted   $ (0.23 )   $ 0.41
         
Weighted average shares outstanding – basic   $ 2,491     $ 2,051
         
Weighted average shares outstanding – diluted   $ 2,491     $ 2,160
               
(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item
 






Table 2. Balance Sheet


(in thousands, except share and per share data)
March 31, 2026 (unaudited)   December 31, 2025
Assets      
Current assets:      
Cash and cash equivalents $ 52,669     $ 70,140  
Accounts receivable   4,600       5,722  
Prepaid expenses   10,720       10,799  
Related party receivables   271       838  
Deferred contract acquisition costs   42,766       43,388  
Other current assets   808       814  
Total current assets   111,834       131,701  
Property and equipment, net   887       453  
Operating lease right-of-use assets   6,296       6,684  
Intangible assets, net   3,461       3,813  
Goodwill   30,043       30,043  
Deferred contract acquisition costs, noncurrent   38,573       34,678  
Deferred tax assets   10,822       11,007  
Total assets $ 201,916     $ 218,379  
Liabilities and stockholders’ deficit      
Current liabilities:      
Trade and other payables $ 5,901     $ 3,868  
Related party payables   1,417       509  
Accrued expenses   22,953       33,221  
Deferred revenue and other contract liabilities   184,775       183,798  
Operating lease liabilities   728       908  
Related party TRA liability, current (Note 10)   789        
Other current liabilities   12,580       11,900  
Total current liabilities   229,143       234,204  
Deferred revenue and other contract liabilities, noncurrent   188,956       185,754  
Related party TRA liability, noncurrent (Note 10)   3,246       4,260  
Other liabilities, noncurrent   2,479       2,611  
Operating lease liabilities, noncurrent   4,986       5,175  
Total liabilities   428,810       432,004  
Stockholders’ deficit:      
Common stock – Class A, par value of $0.0001 per share, 47,500,000 shares authorized; 2,533,780 and 2,445,010 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively          
Common stock – Class B, par value of $0.0001 per share, 15,000,000 shares authorized; 13,612,641 and 13,612,641 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively   1       1  
Preferred stock – par value of $0.0001 per share, 100,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively          
Additional paid-in capital   101,968       101,945  
Accumulated other comprehensive income   27       36  
Accumulated deficit   (114,237 )     (113,664 )
Total stockholders’ deficit attributable to MarketWise, Inc.   (12,241 )     (11,682 )
Noncontrolling interest   (214,653 )     (201,943 )
Total stockholders’ deficit   (226,894 )     (213,625 )
Total liabilities and stockholders’ deficit $ 201,916     $ 218,379  
               






Table 3. Cash Flows


(Unaudited, in thousands)
  Year to Date March 31,
    2026
  2025
Cash flows from operating activities:        
Net (loss) income   $ (554 )   $ 16,841  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:        
Depreciation and amortization     518       531  
Impairment of property and equipment, net           380  
Stock-based compensation     2,207       3,141  
Change in fair value of contingent consideration     (96 )     (1,226 )
Deferred taxes     63       1,038  
Unrealized gains on foreign currency     (5 )     (1 )
Other gains           (1,646 )
Noncash lease expense     295       2,139  
Changes in operating assets and liabilities:        
Accounts receivable     1,122       (6,913 )
Related party receivables and payables     1,571       383  
Prepaid expenses     79       (111 )
Other current assets and other assets     6       253  
Deferred contract acquisition costs     (3,273 )     8,199  
Trade and other payables     2,038       (733 )
Accrued expenses     (10,268 )     (4,815 )
Deferred revenue     4,179       (11,883 )
Operating lease liabilities     (276 )     (2,685 )
Other current and long-term liabilities     319       (1,159 )
Net cash (used in) provided by operating activities     (2,075 )     1,733  
Cash flows from investing activities:        
Purchases of property and equipment     (473 )     (45 )
Capitalized software development costs     (127 )     (177 )
Net cash used in investing activities     (600 )     (222 )
Cash flows from financing activities:        
Repurchases of stock     (57 )      
Restricted stock units withheld to pay taxes     (859 )     (583 )
Dividends paid to Class A shareholders     (1,142 )     (1,986 )
Tax distributions to noncontrolling interests     (9,335 )     (13,502 )
Other distributions to noncontrolling interests     (3,394 )     (4,138 )
Net cash used in financing activities     (14,787 )     (20,209 )
Effect of exchange rate changes on cash     (9 )      
Net decrease in cash, cash equivalents and restricted cash     (17,471 )     (18,698 )
Cash, cash equivalents and restricted cash — beginning of period     70,140       97,876  
Cash, cash equivalents and restricted cash — end of period   $ 52,669     $ 79,178  
                 






MarketWise Investor Relations Contact


Erik Mickels – Chief Operating and Financial Officer
Email: [email protected]


MarketWise Media Contact


Email: [email protected]

Charts accompanying this announcement are available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/70708ca4-b2e4-41ea-bea6-4d1901d323e7
https://www.globenewswire.com/NewsRoom/AttachmentNg/ba2ffd9c-d5d3-425c-8d7a-fe4cb87f337d
https://www.globenewswire.com/NewsRoom/AttachmentNg/12283ab7-aff6-4cfb-bd20-fd0b0f7bff4e
https://www.globenewswire.com/NewsRoom/AttachmentNg/2cadc0af-a2bb-4f10-89e1-568d8738ccc7



Nuveen Churchill Direct Lending Corp.Announces First Quarter 2026 Results

Nuveen Churchill Direct Lending Corp.Announces First Quarter 2026 Results

Reports First Quarter Net Investment Income of $0.41 per Share

Declares Second Quarter Distribution of $0.38 per Share, Consisting of a Regular Distribution of $0.36 per Share and a Supplemental Distribution of $0.02 per Share

NEW YORK–(BUSINESS WIRE)–
Nuveen Churchill Direct Lending Corp. (NYSE: NCDL) (“NCDL” or the “Company”), a business development company externally managed by its investment adviser, Churchill DLC Advisor LLC (the “Adviser”), and by its sub-adviser, Churchill Asset Management LLC (“Churchill”), today reported financial results for the first quarter ended March 31, 2026.

Financial Highlights for the Quarter Ended March 31, 2026

  • Net investment income of $0.41 per share

  • Net realized and unrealized loss on investments of $(0.23) per share

  • Net increase in net assets resulting from operations of $0.18 per share

  • Net asset value (“NAV”) per share of $17.50, compared to $17.72 per share as of December 31, 2025

  • Paid first quarter distribution of $0.40 per share on April 28, 2026

  • Declares second quarter distribution of $0.38 per share, consisting of a regular distribution of $0.36 per share and a supplemental distribution of $0.02 per share

“We are pleased with NCDL’s financial performance to start the year, reflecting the overall strength of our investment portfolio,” said Ken Kencel, President and Chief Executive Officer of NCDL. “Recent market volatility has created attractive opportunities to deploy capital with improving financing terms and pricing. We remain confident that NCDL is well-positioned with an experienced investment team and our ability to originate high-quality investments in various market conditions and economic environments.”

“During the quarter, we continued to optimize our balance sheet and capital structure by refinancing one of our CLOs, allowing us to meaningfully reduce our borrowing costs,” said Shai Vichness, Chief Financial Officer and Treasurer of NCDL. “Our investment portfolio remains well-diversified with an average position size of 0.4%, and our top 10 investments represent only 13.2% of the total fair value of the portfolio. In today’s environment, we remain focused on selectively investing in high-quality companies and rewarding shareholders with an attractive dividend yield.”

Distribution Declaration

The Company’s Board of Directors (the “Board“) has declared a regular distribution of $0.36 per share and a supplemental distribution of $0.02 per share, payable on or around July 28, 2026 to shareholders of record as of June 30, 2026.

PORTFOLIO COMPOSITION

As of March 31, 2026, the fair value of the Company’s portfolio investments was $2.0 billion across 236 portfolio companies in 26 industries compared to $2.0 billion as of December 31, 2025 across 227 portfolio companies in 26 industries.

As of March 31, 2026, the Company’s portfolio based on fair value consisted of approximately 89.7% first-lien debt investments, 7.5% subordinated debt investments, and 2.8% equity investments. As of December 31, 2025, the Company’s portfolio based on fair value consisted of 89.5% first-lien debt investments, 8.2% subordinated debt investments, and 2.3% equity investments.

As of March 31, 2026 and December 31, 2025, the weighted average Internal Risk Rating of the portfolio at fair value was 4.3 and 4.2 (4.0 being the initial rating assigned at origination), respectively. As of March 31, 2026, there were investments in five portfolio companies on non-accrual status representing 0.6% of total investments at fair value (or 1.3% of total investments at cost). As of December 31, 2025, there were investments in four portfolio companies on non-accrual status representing 0.5% of total investments at fair value (or 1.2% of total investments at cost).

PORTFOLIO AND INVESTMENT ACTIVITY

For the three months ended March 31, 2026, the Company funded $85.4 million of portfolio investments and received $65.0 million of proceeds from principal repayments and sales, compared to $80.4 million and $84.3 million, respectively, for the three months ended December 31, 2025.

RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED MARCH 31, 2026

Investment Income

Investment income decreased to $46.3 million for the three months ended March 31, 2026 from $53.6 million for the three months ended March 31, 2025. As of March 31, 2026, the size of the Company’s portfolio decreased to $2.0 billion from $2.1 billion as of March 31, 2025, at cost. As of March 31, 2026, the weighted average yield of the Company’s debt and income producing investments decreased to 9.31% from 10.10% as of March 31, 2025, at cost, primarily due to overall tightening of spreads in newly originated investments, the refinancing or repricing of existing portfolio companies to marginally lower spreads, and the decline in base interest rates compared to the prior period.

Net Expenses

Net expenses increased slightly to $26.2 million for the three months ended March 31, 2026 from $26.1 million for the three months ended March 31, 2025. Interest and debt financing expenses decreased due to a lower average interest rate and lower average daily borrowings, partially offset by $0.8 million of one-time costs associated with a CLO refinancing completed during the first quarter of 2026. However, this decrease was largely offset by higher management fees resulting from the higher base rate and income-based incentive fees totaling $1.5 million, as the incentive fee waiver expired effective March 31, 2025 pursuant to the terms of the Advisory Agreement.

Net Realized Gain (Loss) and Net Change in Unrealized Gain (Loss) on Investments

For the three months ended March 31, 2026, the Company recorded a net realized loss on investments of $(3.3) million, compared to a net realized gain of $1.1 million for the three months ended March 31, 2025. The net realized loss for the three months ended March 31, 2026 was primarily driven by the restructuring of two underperforming debt positions, partially offset by realized gains from full or partial repayments and sales of investments in portfolio companies. The Company recorded a net change in unrealized loss of $(7.8) million for the three months ended March 31, 2026, compared to a net change in unrealized loss of $(13.6) million for the three months ended March 31, 2025. The total net change in unrealized loss for the three months ended March 31, 2026 primarily resulted from benchmark spread widening and decreases in the fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized losses on debt positions that were restructured during the period.

Financial Condition, Liquidity and Capital Resources

As of March 31, 2026, the Company had $50.4 million in cash and cash equivalents and $1.1 billion in total aggregate principal amount of debt outstanding. Subject to borrowing base and other conditions, the Company had approximately $233.0 million available for additional borrowings under its revolving credit facility as of March 31, 2026. At March 31, 2026, the Company’s debt to equity ratio was 1.32x (1.26x net debt to equity ratio) compared to 1.27x (1.20x net debt to equity ratio) at December 31, 2025.

CONFERENCE CALL AND WEBCAST INFORMATION

Nuveen Churchill Direct Lending Corp. will hold a conference call to discuss its first quarter 2026 financial results today at 11:00 AM Eastern Time. All interested parties may participate in the conference call by dialing (866) 605-1826 approximately 10-15 minutes prior to the call; international callers should dial +1 (215) 268-9877. Participants should reference Nuveen Churchill Direct Lending Corp. when prompted.

A live webcast of the conference call will also be available on the Events section of the Company’s website at https://www.ncdl.com/news/events. A replay will be available under the same link following the conclusion of the conference call.

About Nuveen Churchill Direct Lending Corp.

Nuveen Churchill Direct Lending Corp. (“NCDL”) is a specialty finance company focused primarily on investing in senior secured loans to private equity-owned U.S. middle market companies. NCDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. NCDL is externally managed by its investment adviser, Churchill DLC Advisor LLC, and by its sub-adviser, Churchill Asset Management LLC (“Churchill”). Both the investment adviser and sub-adviser are affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), the investment management division of Teachers Insurance and Annuity Association of America (“TIAA”) and one of the largest asset managers globally. Churchill is a leading capital provider for private equity-backed middle market companies and operates as the exclusive U.S. middle market direct lending and private capital business of Nuveen and TIAA. Churchill is a registered investment advisor and majority-owned, indirect subsidiary of TIAA.

Forward-Looking Statements

This press release contains historical information and “forward-looking statements” with respect to the business and investments of NCDL, including, but not limited to, statements about NCDL’s future financial performance and financial condition, which involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond NCDL’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors identified in NCDL’s filings with the Securities and Exchange Commission, including changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on NCDL’s business, its financial condition and its portfolio companies; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy, and its impact on NCDL’s portfolio companies and the general economy; the impact of geopolitical conditions; general economic, political and industry trends and other external factors; the dependence of NCDL’s future success on the general economy and its impact on the industries in which it invests; and other risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in NCDL’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form10-Q, which are accessible on the SEC’s website at www.sec.gov. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which NCDL makes them. NCDL does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollars in thousands, except share and per share data)

 
 

 

March 31,

2026

 

December 31,

2025

Assets

(Unaudited)

 

 

Investments

 

 

 

Non-controlled/non-affiliated company investments, at fair value (cost of $2,022,433 and $2,001,207, respectively)

$

1,975,862

 

 

$

1,962,449

 

Cash

 

15,269

 

 

 

8,554

 

Cash equivalents

 

35,131

 

 

 

53,927

 

Interest receivable

 

14,253

 

 

 

13,729

 

Derivative asset, at fair value (Note 4)

 

7,500

 

 

 

14,965

 

Receivable for investments sold

 

352

 

 

 

518

 

Other assets

 

331

 

 

 

327

 

Total assets

$

2,048,698

 

 

$

2,054,469

 

 

 

 

 

Liabilities

 

 

 

Debt (net of $8,568 and $8,511 deferred financing and issuance costs, respectively, and net of unamortized discount of $443 and $471, respectively) (See Note 7)

$

1,137,789

 

 

$

1,115,052

 

Interest payable

 

8,391

 

 

 

15,350

 

Incentive fees payable

 

1,535

 

 

 

2,809

 

Management fees payable

 

4,940

 

 

 

5,048

 

Collateral due to broker

 

7,000

 

 

 

14,750

 

Distributions payable

 

19,755

 

 

 

22,224

 

Directors’ fees payable

 

142

 

 

 

156

 

Accounts payable and accrued expenses

 

5,034

 

 

 

3,900

 

Total liabilities

 

1,184,586

 

 

 

1,179,289

 

 

 

 

 

Commitments and contingencies (See Note 8)

 

 

 

 

 

 

 

Net Assets: (See Note 9)

 

 

 

Common shares, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 49,387,065 and 49,387,065 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

 

494

 

 

 

494

 

Paid-in-capital in excess of par value

 

930,393

 

 

 

930,393

 

Total distributable earnings (loss)

 

(66,775

)

 

 

(55,707

)

Total net assets

 

864,112

 

 

 

875,180

 

 

 

 

 

Total liabilities and net assets

$

2,048,698

 

 

$

2,054,469

 

 

 

 

 

Net asset value per share (See Note 11)

$

17.50

 

 

$

17.72

 

 

See Notes to Consolidated Financial Statements

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)

 
 

 

Three Months Ended March 31,

 

 

2026

 

 

 

2025

 

Investment income:

 

 

 

Non-controlled/non-affiliated company investments:

 

 

 

Interest income

$

42,862

 

 

$

50,846

 

Payment-in-kind interest income

 

3,122

 

 

 

2,365

 

Other income

 

274

 

 

 

375

 

Total investment income

 

46,258

 

 

 

53,586

 

 

 

 

 

Expenses:

 

 

 

Interest and debt financing expenses

 

17,749

 

 

 

20,643

 

Management fees (See Note 6)

 

4,940

 

 

 

3,914

 

Incentive fees on net investment income (See Note 6)

 

1,535

 

 

 

2,253

 

Professional fees

 

763

 

 

 

493

 

Directors’ fees

 

162

 

 

 

156

 

Administration fees (See Note 6)

 

680

 

 

 

586

 

Other general and administrative expenses

 

385

 

 

 

342

 

Total expenses before incentive fees waived

 

26,214

 

 

 

28,387

 

Incentive fees waived (See Note 6)

 

 

 

 

(2,253

)

Net expenses after incentive fees waived

 

26,214

 

 

 

26,134

 

Net investment income

 

20,044

 

 

 

27,452

 

 

 

 

 

Realized and unrealized gain (loss) on investments:

 

 

 

Net realized gain (loss) on non-controlled/non-affiliated company investments

 

(3,289

)

 

 

1,103

 

Net change in unrealized appreciation (depreciation):

 

 

 

Non-controlled/non-affiliated company investments

 

(7,813

)

 

 

(13,573

)

Income tax (provision) benefit

 

(255

)

 

 

39

 

Total net change in unrealized appreciation (depreciation)

 

(8,068

)

 

 

(13,534

)

Total net realized and unrealized gain (loss) on investments

 

(11,357

)

 

 

(12,431

)

 

 

 

 

Net increase (decrease) in net assets resulting from operations

$

8,687

 

 

$

15,021

 

 

 

 

 

Per share data:

 

 

 

Net increase (decrease) in net assets resulting from operations per share – basic and diluted

$

0.18

 

 

$

0.29

 

Weighted average common shares outstanding – basic and diluted

 

49,387,065

 

 

 

52,211,340

 

 

See Notes to Consolidated Financial Statements

 

PORTFOLIO AND INVESTMENT ACTIVITY

(dollars in thousands)

 
 

 

Three Months Ended March 31,

 

 

2026

 

 

 

2025

 

Net funded investment activity

 

 

 

New gross commitments at par 1

$

82,876

 

 

$

166,239

 

Net investments funded

 

85,359

 

 

 

153,019

 

Investments sold or repaid

 

(65,015

)

 

 

(148,350

)

Net funded investment activity

$

20,344

 

 

$

4,669

 

 

 

 

 

 

Gross commitments at par 1

 

 

 

First-lien debt

$

70,168

 

 

$

151,995

 

Subordinated debt

 

2,144

 

 

 

13,230

 

Equity investments

 

10,564

 

 

 

1,014

 

Total gross commitments

$

82,876

 

 

$

166,239

 

 

 

 

 

Portfolio company activity

 

 

 

Portfolio companies, beginning of period

 

227

 

 

 

210

 

Number of new portfolio companies

 

13

 

 

 

12

 

Number of exited portfolio companies

 

(4

)

 

 

(12

)

Portfolio companies, end of period

 

236

 

 

 

210

 

Count of investments

 

554

 

 

 

490

 

Count of industries

 

26

 

 

 

26

 

 

 

 

 

New investment activity

 

 

 

Weighted average annual interest rate on new debt investments at par

 

8.47

%

 

 

9.38

%

Weighted average annual interest rate on new floating rate debt investments at par

 

8.40

%

 

 

9.10

%

Weighted average spread on new floating rate debt investments at par

 

4.71

%

 

 

4.81

%

Weighted average annual coupon on new fixed rate debt investments at par

 

10.33

%

 

 

12.57

%

Weighted average annual interest rate on exited or repaid investments at par

 

9.23

%

 

 

9.11

%

__________________

1 Gross commitments at par includes unfunded investment commitments.

See Notes to Consolidated Financial Statements

Investors:

Investor Relations

[email protected]

Media:

Prosek Partners

Alex Hinson

[email protected]

5464656

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Consulting Asset Management Professional Services Finance

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Tempus AI, Inc. Announces Proposed Convertible Senior Notes Offering to Optimize Capital Structure and Reduce Interest Expense

Tempus AI, Inc. Announces Proposed Convertible Senior Notes Offering to Optimize Capital Structure and Reduce Interest Expense

Proceeds expected to be used to repay in full outstanding loans under the senior secured credit facilities, reducing interest expense and enhancing financial flexibility. Additional proceeds expected to be used to pay for capped call transactions to reduce potential dilution and for general corporate purposes.

CHICAGO–(BUSINESS WIRE)–
Tempus AI, Inc. (“Tempus”) (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care, today announced its intent to offer, subject to market conditions and other factors, $350.0 million aggregate principal amount of Convertible Senior Notes due in 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Tempus also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $52.5 million aggregate principal amount of Notes.

The Notes will be general unsecured obligations of Tempus, will accrue interest payable semiannually in arrears and will mature on May 15, 2032, unless earlier converted, redeemed or repurchased. Upon conversion, Tempus will pay or deliver, as the case may be, cash, shares of Tempus’ Class A common stock, par value $0.0001 per share (the “Class A common stock”), or a combination of cash and shares of Class A common stock, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.

Tempus expects to use the net proceeds from the Offering to repay in full $307.7 million of outstanding loans under its senior secured credit facilities, plus accrued and unpaid interest and other fees, to pay the cost of the capped call transactions described below and for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness. If the initial purchasers exercise their option to purchase additional Notes, Tempus expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions and for the general corporate purposes described above.

In connection with the pricing of the Notes, Tempus expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “Option Counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of Notes and/or offset any cash payments Tempus is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, Tempus expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Class A common stock and/or purchase shares of Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or purchasing or selling Class A common stock or other securities of Tempus in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent Tempus exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the Notes which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Tempus

Tempus is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare. With one of the world’s largest libraries of multimodal data, and an operating system to make that data accessible and useful, Tempus provides AI-enabled precision medicine solutions to physicians to deliver personalized patient care and in parallel facilitates discovery, development and delivery of optimal therapeutics. The goal is for each patient to benefit from the treatment of others who came before by providing physicians with tools that learn as the company gathers more data.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed Offering, including statements concerning the proposed terms of the Notes and the capped call transactions, the anticipated completion, timing and size of the proposed Offering of the Notes and the capped call transactions, the anticipated use of proceeds from the Offering, the impact of the Offering on Tempus’ future interest expense and financial flexibility, and the potential impact of the foregoing or related transactions on dilution to holders of the Class A common stock and the market price of the Class A common stock or the Notes or the conversion price of the Notes. These forward-looking statements are based on Tempus’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Tempus’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in Tempus’ filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as well as other filings Tempus may make with the SEC in the future. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Tempus Communications

Hanah Heintzelman

[email protected]

Tempus Investor Relations

Elizabeth Krutoholow

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Software Pharmaceutical Health Artificial Intelligence Data Management Health Technology Technology Other Health

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