Market Newsdesk

May 7, 2026 7:05 am

Tecnoglass Reports First Quarter 2026 Results

– Record First Quarter Revenue of $249.0 Million, Up 12.0% Year-Over-Year –

– Net Income of $31.9 Million, or $0.71 Per Diluted Share –

– Adjusted Net Income
¹
of $34.6 Million, or $0.78 Per Diluted Share –

– Adjusted EBITDA
¹
of $61.5 Million, Representing 24.7% of Total Revenues –

– Backlog Expanded 19.1% Year-Over-Year to a Record $1.36 Billion –

– Strong Balance Sheet for Disciplined Deployment with Total Liquidity of $425 Million –

– Repurchased $16.5 Million in Shares and Paid $6.7 Million in Dividends, Returning a Significant Amount of Capital to Shareholders During the Quarter –

– Advancing Automation and Logistics Optimization Initiatives to Further Mitigate Anticipated Net Tariff Impact –

– U.S. Redomiciliation Underway to Further Align Corporate Structure with U.S. Listing, Enhance Index Eligibility and Broaden Investor Access –

– Reaffirms Full Year 2026 Guidance –

Miami, FL, May 07, 2026 (GLOBE NEWSWIRE) — Tecnoglass, Inc. (NYSE: TGLS) (“Tecnoglass” or the “Company”), a leading producer of high-end aluminum and vinyl windows and architectural glass for the global residential and commercial end markets, today reported financial results for the first quarter ended March 31, 2026.

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “First quarter results were in line with our expectations, with resilient performance across our key metrics reflecting the continued strength of our vertically integrated business model despite a dynamic cost environment. Demand for our product offerings remains strong, as demonstrated by another quarter of record backlog and healthy order activity, with momentum continuing into the second quarter. We continue to gain market share, supported by our differentiated platform, industry-leading margins and efficient cost structure. Our previously announced pricing actions are now in place, and the broad-based nature of industry cost pressures supports our confidence in executing these increases while preserving our competitive positioning. With a robust pipeline of value creation initiatives, a strong capital position, and further execution under our share repurchase authorization, we remain confident in our ability to deliver on our strategic objectives.”

Christian Daes, Chief Operating Officer of Tecnoglass, added, “We are encouraged by continued momentum across our platform. Our multi-family and commercial business delivered strong growth against our record backlog, and our single-family residential orders improved year-over-year during the quarter with solid momentum continuing into the second quarter. Our expanding dealer network and showroom footprint continue to support geographic diversification and market share gains nationwide, while our vinyl product lines are delivering incremental growth and broadening our addressable market. Backlog reached another record level, extending our multi-family and commercial pipeline visibility well into 2027. Amid the dynamic tariff landscape, our pricing initiatives and cost mitigation efforts are well underway, including logistics improvements, further automation across our operations, and ongoing supply chain optimization. We are also advancing our assessment of a proposed U.S. manufacturing initiative, with a well-located site identified and significant state and local incentives secured that strengthen the project’s potential economics if we decide to move forward based on market demand. Overall, demand across our end markets remains healthy and we believe the current environment presents opportunities to further strengthen our competitive position and capture additional market share.”

First Quarter 2026 Results

Total revenues for the first quarter of 2026 increased 12.0% to a first quarter record of $249.0 million, compared to $222.3 million in the prior year quarter. Multi-family/commercial revenues grew 20.4% year-over-year driven by continued strong activity in key markets, including growth in markets beyond Florida. Single-family residential revenues were relatively stable year-over-year, mainly reflecting the timing of order conversion into revenue, with year-over-year order growth in the first quarter remaining strong into April 2026. Changes in foreign currency exchange rates represented a $0.9 million headwind to total revenues in the quarter.

Gross profit for the first quarter of 2026 was $95.8 million, representing a 38.5% gross margin, compared to gross profit of $97.5 million, representing a 43.9% gross margin, in the prior year quarter. The year-over-year change in gross margin primarily reflected an unfavorable mix from a higher level of installation revenue, higher raw material costs associated with elevated U.S. aluminum costs, which represented an incremental headwind of approximately $6.4 million in the quarter, higher salary expenses related to annual minimum wage adjustments in Colombia at the beginning of each year and a strengthening of the Colombian Peso during the quarter, partly offset by stronger pricing and operating leverage on higher volume.

Selling, general and administrative expense (“SG&A”) was $50.9 million for the first quarter of 2026 compared to $42.5 million in the prior year quarter. The increase was partly attributable to higher personnel expenses associated with annual salary adjustments at the beginning of the year, a stronger Peso during the period, and higher transportation and commission expenses associated with revenue growth in the quarter. Additionally, the Company recorded a one-time $2.9 million expense related to a government-imposed wealth tax assessed on large corporations in Colombia to help fund certain measures aimed at addressing recent climate-related events. As a percent of total revenues, SG&A was 20.4% for the first quarter of 2026 compared to 19.1% in the prior year quarter, primarily due to the aforementioned factors.

Net income was $31.9 million, or $0.71 per diluted share, in the first quarter of 2026 compared to net income of $42.2 million, or $0.90 per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction gain of $0.9 million in the first quarter of 2026 and a $0.5 million loss in the first quarter of 2025. These non-cash gains and losses relate to the accounting re-measurement of U.S. Dollar-denominated assets and liabilities against the Colombian Peso as the functional currency.

Adjusted net income¹ was $34.6 million, or $0.78 per diluted share, in the first quarter of 2026 compared to adjusted net income¹ of $43.1 million, or $0.92 per diluted share, in the prior year quarter. Adjusted net income¹, as reconciled in the table below, excludes the impact of non-cash foreign exchange transaction gains or losses and other non-core items, along with the tax impact of adjustments at statutory rates, which management believes better reflects core financial performance.

Adjusted EBITDA¹, as reconciled in the table below, was $61.5 million, or 24.7% of total revenues, in the first quarter of 2026, compared to $70.2 million, or 31.6% of total revenues, in the prior year quarter. The change was primarily attributable to the aforementioned factors impacting gross margin and SG&A.

Cash Generation, Capital Allocation and Liquidity

Cash provided by operating activities for the first quarter of 2026 was $6.7 million, including a build-up in inventories of U.S.-sourced aluminum as part of the Company’s supply chain resilience and tariff mitigation strategy. Capital expenditures of $17.3 million in the quarter included scheduled payments related to previously announced capacity and automation investments.

During the quarter, the Company returned capital to shareholders through an aggregate of approximately $16.5 million in share repurchases and $6.7 million in cash dividends. As of May 7, 2026, the Company had approximately $92.5 million remaining under its current share repurchase program.

The Company ended the first quarter of 2026 with total liquidity of approximately $425.0 million, including $91.1 million of cash and cash equivalents and over $330.0 million of availability under its revolving credit facilities, and total debt of $200.3 million.

Additional Updates

As previously reported, the Board of Directors has approved a plan to redomicile the Company from the Cayman Islands to the United States, subject to shareholder approval. If approved by shareholders, the redomiciliation is expected to be completed during the second quarter of 2026. The Company believes this action will support its strategic objectives by simplifying its organizational and regulatory structure, improving the tax efficiency of dividend distributions, and broadening its potential investor base to include investors that are limited to investing in U.S.-domiciled companies. Tecnoglass will remain headquartered in Miami, Florida following the redomiciliation.

Also as previously disclosed, the Company is conducting a feasibility study for the potential construction of a new state-of-the-art facility in the United States. As part of this process, the Company has identified a site that meets its project specifications and has secured substantial state and local tax credits that are expected to significantly enhance the potential economics of the proposed project. The proposed facility is expected to be highly automated and designed to support future growth beyond the Company’s current installed capacity, while also diversifying the Company’s operational footprint, improving lead times and transportation costs for certain markets and product types, enhancing supply chain efficiency, and expanding access to opportunities such as Buy America projects and quick-turnaround jobs. The Company expects to complete the purchase of land for this potential facility during the second quarter, which preserves strategic flexibility as due diligence continues and does not represent a commitment to proceed with any construction, which would occur in phases based on factors such as demand, market conditions and return profiles. If ongoing due diligence yields a favorable outcome, the Company currently expects that 2026 investments related to this proposed project would be limited to the purchase of land, currently estimated at approximately $20 million to $25 million to be financed through available credit facilities..

Full Year 2026 Guidance

Santiago Giraldo, Chief Financial Officer of Tecnoglass, stated, “Based on our strong execution to start the year, we are reiterating our full year revenue outlook in the range of $1.06 billion to $1.13 billion and Adjusted EBITDA¹ outlook in the range of $225 million to $245 million. This reflects the impact of the recently implemented 10% tariff on finished aluminum window imports as previously disclosed, which is expected to be partly offset in 2026 through pricing actions effective on orders from early May forward, with additional efficiency initiatives from logistics optimization and automation underway and expected to begin contributing benefits by year end. We see a clear path to fully offsetting the impact of tariffs in 2027, when full-year pricing across both businesses and incremental automation savings are expected to be realized. We remain well-positioned to drive long-term margin expansion and continue delivering on our objectives.”

Webcast and Conference Call

Management will host a webcast and conference call on May 7, 2026, at 10:00 a.m. Eastern time to review the Company’s results. The conference call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the call and view the slides, please visit the Investor Relations section of Tecnoglass’ website at www.tecnoglass.com. Please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those unable to access the webcast, the conference call will be accessible by dialing 1-844-676-5131 (domestic) or 1-412-634-6589 (international). Upon dialing in, please request to join the Tecnoglass First Quarter 2026 Earnings Conference Call.

If you are unable to listen live, a replay of the webcast will be archived on the website. You may also access the conference call playback by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671 (International) and entering passcode: 10208184.

About Tecnoglass

Tecnoglass Inc. is a leading producer of high-end aluminum and vinyl windows and architectural glass serving the multi-family, single-family, and commercial end markets. Tecnoglass is the second largest glass fabricator serving the U.S. and the #1 architectural glass transformation company in Latin America. Located in Barranquilla, Colombia, the Company’s 5.8 million square foot, vertically integrated, and state-of-the-art manufacturing complex provide efficient access to nearly 1,000 customers in North, Central and South America, with the United States accounting for 95% of total revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s most distinctive properties, including One Thousand Museum (Miami), Paramount (Miami), Salesforce Tower (San Francisco), Via 57 West (NY), Hub50House (Boston), Aeropuerto Internacional El Dorado (Bogotá), One Plaza (Medellín), Pabellon de Cristal (Barranquilla). For more information, please visit www.tecnoglass.com or view our corporate video at https://www.youtube.com/watch?v=qD3AKBv4EkU.

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Tecnoglass’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks, uncertainties and contingencies are indicated from time to time in Tecnoglass’ filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that Tecnoglass’ financial results in any particular period may not be indicative of future results. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise, except as required by law.

¹ Adjusted net income (loss) and Adjusted EBITDA in both periods are reconciled in the table below.

Investor Relations:
Santiago Giraldo / CFO
305-503-9062
[email protected]

Tecnoglass Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	91,116		$	100,901
Investments		3,244			3,150
Trade accounts receivable, net		264,380			239,448
Due from related parties		1,915			2,002
Inventories		253,279			213,524
Contract assets – current portion		29,301			31,809
Other current assets		76,822			62,724
Total current assets	$	720,057		$	653,558
Long-term assets:
Property, plant and equipment, net	$	502,509		$	476,159
Long term accounts receivable		1,771			1,730
Deferred income taxes		2,361			1,257
Contract assets – non-current		25,009			20,506
Intangible assets		13,451			12,959
Goodwill		30,059			30,059
Equity method investment		58,144			57,443
Other long-term assets		7,089			6,721
Total long-term assets		640,393			606,834
Total assets	$	1,360,450		$	1,260,392
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	5,873		$	427
Trade accounts payable and accrued expenses		150,536			127,228
Due to related parties		9,414			10,881
Dividends payable		6,675			6,730
Contract liability – current portion		161,005			149,442
Other current liabilities		72,895			57,038
Total current liabilities	$	406,398		$	351,746
Long-term liabilities:
Deferred income taxes	$	22,800		$	22,404
Contract liability – non-current		1,632			1,988
Long-term debt		194,386			171,202
Total long-term liabilities		218,818			195,594
Total liabilities	$	625,216		$	547,340
SHAREHOLDERS’ EQUITY
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026, and December 31, 2025 respectively	$	–		$	–
Ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 46,389,146 shares issued, and 44,364,816 shares outstanding at March 31, 2026; and, 46,389,146 shares issued, and 44,737,726 shares outstanding at December 31, 2025		5			5
Treasury stock		(95,679	)		(79,218	)
Legal Reserves		1,458			1,458
Additional paid-in capital		153,358			153,358
Retained earnings		695,797			670,558
Accumulated other comprehensive (loss)		(19,705	)		(33,109	)
Shareholders’ equity attributable to controlling interest		735,234			713,052
Total liabilities and shareholders’ equity	$	1,360,450		$	1,260,392

Tecnoglass Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

	Three months ended
	March 31,
	2026			2025
Operating revenues:
External customers	$	248,391		$	221,272
Related parties		621			1,016
Total operating revenues		249,012			222,288
Cost of sales		(153,178	)		(124,763	)
Gross profit		95,834			97,525
Operating expenses:
Selling expense		(22,900	)		(23,617	)
General and administrative expense		(27,993	)		(18,855	)
Total operating expenses		(50,893	)		(42,472	)
Other operating income		–			4,276
Operating income		44,941			59,329
Non-operating income, net		856			1,016
Equity method income		102			1,344
Foreign currency transactions gains (losses)		917			(509	)
Interest expense and deferred cost of financing		(3,023	)		(1,331	)
Income before taxes		43,793			59,849
Income tax provision		(11,902	)		(17,660	)
Net income	$	31,891		$	42,189
Basic income per share	$	0.71		$	0.90
Diluted income per share	$	0.71		$	0.90
Basic weighted average common shares outstanding		44,632,706			46,989,948
Diluted weighted average common shares outstanding		44,632,706			46,989,948
Other comprehensive income:
Foreign currency translation adjustments		13,212			19,576
Change in fair value of derivative contracts and investments available for sale		192			(637	)
Other comprehensive income (loss)		13,404			18,939
Total comprehensive income	$	45,295		$	61,128

Tecnoglass Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands) / (Unaudited)

	Three months ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	31,891			42,189
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses		1,088			215
Depreciation and amortization		10,678			7,339
Deferred income taxes		(551	)		2,470
Equity method income		(102	)		(1,344	)
Gain on disposal of assets		481			(4,273	)
Deferred cost of financing		152			283
Other non-cash adjustments		(72	)		223
Realized loss on derivative instruments		(531	)		–
Unrealized currency translation loss		(6,072	)		(6,314	)
Changes in operating assets and liabilities:
Trade accounts receivable		(16,469	)		(18,993	)
Inventories		(34,279	)		(8,678	)
Prepaid expenses		(444	)		86
Other assets		(4,076	)		(14,880	)
Trade accounts payable and accrued expenses		13,467			11,659	)
Taxes payable		16,873			15,653
Labor liabilities		(2,178	)		(1,291	)
Other liabilities		126			(114	)
Contract assets and liabilities		(1,745	)		23,132
Related parties		(1,522	)		(464	)
CASH PROVIDED BY OPERATING ACTIVITIES	$	6,715			46,898

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(600	)		(74	)
Sale of property and equipment		–			12,308
Acquisition of property and equipment		(17,264	)		(30,424	)
CASH USED IN INVESTING ACTIVITIES	$	(17,864	)		(18,190	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend		(6,710	)		(7,048	)
Stock buyback		(16,461	)		(124	)
Proceeds from debt		39,352			3,615
Repayments of debt		(15,330	)		(3,880	)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	$	851			(7,437	)

Effect of exchange rate changes on cash and cash equivalents	$	513			1,149

NET INCREASE IN CASH AND CASH EQUIVALENTS		(9,785	)		22,420
CASH AND CASH EQUIVALENTS – Beginning of period		100,901			134,882
CASH AND CASH EQUIVALENTS – End of period	$	91,116			157,302

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	2,163			1,702
Income Tax	$	12,830			11,758

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under credit or debt	$	7,864			11,063

Revenues by Region

(
Amounts in thousands
)

(Unaudited)

	Three months ended
	Mar 31,
	2026		2025		% Change
Revenues by Region
United States		237,140		212,454		11.6	%
Colombia		7,519		6,414		17.2	%
Other Countries		4,353		3,420		27.3	%
Total Revenues by Region		249,012		222,288		12.0	%

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures

(
In thousands
)

(Unaudited)

The Company believes that total revenues with foreign currency held neutral, which are not performance measures under generally accepted accounting principles (“GAAP”), may provide users of the Company’s financial information with additional meaningful bases for comparing the Company’s current results and results in a prior period, as these measures reflect factors that are unique to one period relative to the comparable period. Management uses such performance measures in managing and evaluating the Company’s business. However, these non‑GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under accounting principles generally accepted in the United States.

Three months ended

Mar 31,

2026

2025

% Change

Total Revenues with Foreign Currency Held Neutral

248,127

239,573

3.6

Impact of changes in foreign currency

885

–

8.5

Total Revenues, as Reported

249,012

222,288

12.0

Currency impacts on total revenues for the current quarter have been derived by translating current quarter revenues at the prevailing average foreign currency rates during the prior year quarter, as applicable.

Reconciliation of Adjusted EBITDA and Adjusted net (loss) income to net (loss) income

(In thousands, except share and per share data) /
(Unaudited)

Adjusted EBITDA and adjusted net (loss) income are non-GAAP performance measures. Management believes Adjusted EBITDA and adjusted net (loss) income, in addition to operating profit, net (loss) income and other GAAP measures, are useful to investors to evaluate the Company’s results because they exclude certain items that are not directly related to the Company’s core operating performance. Investors should recognize that Adjusted EBITDA and adjusted net (loss) income might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.

Reconciliations of the non-GAAP measures used in this press release are included in the tables attached to this press release, to the extent available without unreasonable effort. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. Items excluded to arrive at forward-looking non-GAAP measures may have a significant, and potentially unpredictable, impact on our future GAAP results.

	Three months ended
	March 31,
	2026			2025
Net income		31,891			42,189
Interest expense and deferred cost of financing		3,023			1,331
Income tax provision		11,902			17,660
Depreciation & amortization		10,678			7,338
Foreign currency transactions losses (gains)		(917	)		509
Provision for bad debt		1,088			215
Non-Recurring expenses (non-recurring professional fees, capital market fees, other non-core items)		3,480			637
Joint Venture VA (Saint Gobain) EBITDA adjustments		404			321
ADJUSTED EBITDA		61,549			70,200

	Three months ended
	March 31,
	2026			2025
Net income		31,891			42,189
Foreign currency transactions losses (gains)		(917	)		509
Provision for bad debt		1,088			215
Non-Recurring expenses (non-recurring professional fees, capital market fees, other non-core items)		3,480			637
Derivative financial instruments		343			–
Joint Venture VA (Saint Gobain) adjustments		(87	)		(53	)
Tax impact of adjustments at statutory rate		(1,172	)		(419	)
Adjusted net income		34,626			43,078
Basic income per share		0.71			0.90
Diluted income per share		0.71			0.90
Diluted Adjusted net income per share		0.78			0.92

Basic weighted average common shares outstanding in thousands		44,633			46,990
Diluted Weighted Average Common Shares Outstanding in thousands		44,633			46,990

May 7, 2026 7:05 am

Bentley Systems Announces First Quarter 2026 Results

Bentley Systems Announces First Quarter 2026 Results

EXTON, Pa.–(BUSINESS WIRE)–Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended March 31, 2026.

First Quarter 2026 Results

Total revenues were $424.2 million, up 14.5% or 11.9% on a constant currency basis, year-over-year;
Subscriptions revenues were $392.5 million, up 14.7% or 12.2% on a constant currency basis, year-over-year;
Annualized Recurring Revenues (“ARR”) were $1,494.5 million as of March 31, 2026, compared to $1,319.3 million as of March 31, 2025; Constant currency ARR growth rate was 11.5%;
Last twelve-month recurring revenues dollar-based net retention rate was 109%, compared to 110% for the same period last year;
Operating income margin was 29.8%, compared to 31.1% for the same period last year;
Adjusted operating income less operating stock-based compensation expense (“AOI less Operating SBC”) margin was 33.2%, compared to 34.6% for the same period last year;
Net income per diluted share was $0.30, compared to $0.28 for the same period last year;
Adjusted net income per diluted share (“Adjusted EPS”) was $0.38, compared to $0.35 for the same period last year;
Cash flows from operating activities were $193.4 million, compared to $219.4 million for the same period last year; and
Free cash flow was $187.9 million, compared to $216.4 million for the same period last year.

Executive Chair Greg Bentley said, “Along with distinctively consistent and commendable performance as in 2026’s first quarter, BSY characteristically prioritizes the enhancement of future value. I am continually amazed by the pace and potential of our AI advancements, especially behind-the-scenes, across every front. Our most committed contingent of accounts are the world’s top design firms. BSY’s multi-faceted AI initiatives are shaped to enable each such firm to competitively accelerate, for its own economic advantage, an individualized AI strategy to leverage its proprietary investments in engineering knowledge and data.”

CEO Nicholas Cumins said, “We are pleased to report a strong start to 2026, reflecting both solid market fundamentals and strong execution by our team. The quarter was highlighted by the performance of our Resources business, which continues to be our fastest-growing sector, and by the steady demand from Public Works / Utilities. This gives us a solid foundation for the year.

“In parallel, we continue to execute on our AI initiatives across the portfolio, including instrumenting our engineering applications to support AI-driven workflows, paving the way for a new, long-term economic engine where Bentley Systems software is leveraged by AI agents at machine scale.”

CFO Werner Andre said, “Our first-quarter results mark a strong start to the year across every key financial metric, positioning us well within our full-year financial outlook. We delivered constant-currency ARR growth of 11.5% and constant-currency subscriptions revenue growth of 12%, along with robust profitability and cashflow.

“On the balance sheet, we repaid the 2026 convertible notes at maturity, and subsequent to quarter-end we closed on a $550 million Term Loan A under our credit facility’s ‘accordion’ feature. Along with lowering interest costs, this provides increased financial flexibility to support strategic priorities, including programmatic acquisitions and returning capital to shareholders through dividends and share repurchases. Our disciplined approach to capital allocation is evidenced by quarter-end net debt leverage under 2x.”

Recent Developments

On April 23, 2026, we amended our credit facility to provide for a new $550 million term loan, which matures on October 18, 2029, subject to a “springing” maturity date. As a result, the total borrowing capacity under the credit facility increased to $1.85 billion. We used the term loan borrowings to repay portions of revolving indebtedness outstanding under the credit facility.

Call Details

Bentley Systems will host a live Zoom video webinar on May 7, 2026 at 8:15 a.m. Eastern time to discuss results for its first quarter ended March 31, 2026.

Those wishing to participate should access the live Zoom video webinar of the event through a direct registration link at https://bentley-com.zoom.us/webinar/register/WN_l4PXoJPcTeGtUGu1Oxd1BA#/registration. Alternatively, the event can be accessed from the Events & Presentations page on Bentley Systems’ Investor Relations website at https://investors.bentley.com. In addition, a replay and transcript will be available after the conclusion of the live event on Bentley Systems’ Investor Relations website for one year.

Non-GAAP Financial Measures

In this press release, we sometimes refer to financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these measures are considered non‑GAAP financial measures under the United States Securities and Exchange Commission (“SEC”) regulations. Those rules require the supplemental explanations and reconciliations that are in Bentley Systems’ Form 8‑K (Quarterly Earnings Release) furnished to the SEC.

During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from Adjusted operating income less stock‑based compensation expense (“AOI less SBC”), as management believes AOI less Operating SBC better captures the Company’s core business operating results. The nature of the change to AOI less Operating SBC reflects the inclusion of equity‑settled retention incentives provided to key employees of acquired companies within the adjustment for acquisition expenses, whereas such expenses were not previously included in the AOI less SBC acquisition expenses adjustment. Prior period amounts have been revised to conform to the current period presentation using the updated AOI less Operating SBC definition.

Forward-Looking Statements

This press release includes forward-looking statements regarding the future results of operations and financial condition, business strategy, and plans and objectives for future operations of Bentley Systems, Incorporated (the “Company,” “we,” “us,” and words of similar import). All such statements contained in this press release, other than statements of historical facts, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and there are a significant number of factors that could cause actual results to differ materially from statements made in this press release including: adverse changes in global economic and/or political conditions; the impact of tariffs and related policies on our business and the businesses of the industries we serve; the impact of current and future sanctions, embargoes and other similar laws at the state and/or federal level that impose restrictions on our counterparties or upon our ability to operate our business within the subject jurisdictions; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; failure to retain personnel necessary for the operation of our business or those that we acquire; failure to effectively manage succession; changes in the industries in which our accounts operate; the competitive environment in which we operate; the quality of our products; our ability to develop and market new products to address our accounts’ rapidly changing technological needs; changes in capital markets and our ability to access financing on terms satisfactory to us or at all; the impact of changing or uncertain interest rates on us and on the industries we serve; our ability to integrate acquired businesses successfully; and our ability to identify and consummate future investments and/or acquisitions on terms satisfactory to us or at all.

Further information on potential factors that could affect the financial results of the Company are included in the Company’s Form 10‑K and subsequent Form 10‑Qs, which are on file with the SEC. The Company disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

About Bentley Systems

Around the world, infrastructure professionals rely on software from Bentley Systems to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Founded in 1984 by engineers for engineers, Bentley is the partner of choice for engineering firms and owner-operators worldwide, with software that spans engineering disciplines, industry sectors, and all phases of the infrastructure lifecycle. Through our digital twin solutions, we help infrastructure professionals unlock the value of their data to transform project delivery and asset performance.

© 2026 Bentley Systems, Incorporated. Bentley and the Bentley logo are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.

BENTLEY SYSTEMS, INCORPORATED
Consolidated Balance Sheets
(in thousands)
(unaudited)

	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	105,159		$	123,278
Accounts receivable		344,098			350,299
Allowance for credit losses		(8,081	)		(7,609	)
Prepaid income taxes		16,770			19,805
Prepaid and other current assets		60,283			53,260
Total current assets		518,229			539,033
Property and equipment, net		36,791			36,031
Operating lease right-of-use assets		45,717			31,141
Intangible assets, net		180,719			193,018
Goodwill		2,474,746			2,482,154
Investments		27,878			27,920
Deferred income taxes		163,011			170,368
Other assets		76,624			75,502
Total assets	$	3,523,715		$	3,555,167
Liabilities and Equity
Current liabilities:
Accounts payable	$	21,269		$	26,952
Accruals and other current liabilities		170,655			173,255
Cloud Services Subscription deposits		525,718			463,312
Deferred revenues		265,981			278,244
Operating lease liabilities		13,312			13,669
Income taxes payable		9,931			4,778
Current portion of long-term debt		—			—
Total current liabilities		1,006,866			960,210
Long-term debt		1,115,269			1,248,912
Deferred compensation plan liabilities		105,209			106,831
Long-term operating lease liabilities		36,982			22,150
Deferred revenues		18,438			18,410
Deferred income taxes		4,657			4,368
Other liabilities		10,406			4,794
Total liabilities		2,297,827			2,365,675
Equity:
Common stock		3,036			3,024
Additional paid-in capital		1,325,977			1,301,205
Accumulated other comprehensive loss		(80,727	)		(74,558	)
Accumulated deficit		(22,439	)		(40,258	)
Total Bentley Systems stockholders’ equity		1,225,847			1,189,413
Noncontrolling interest		41			79
Total equity		1,225,888			1,189,492
Total liabilities and equity	$	3,523,715		$	3,555,167

BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)

	Three Months Ended
	March 31,
		2026			2025
Revenues:
Subscriptions	$	392,484		$	342,318
Perpetual licenses		9,057			10,792
Subscriptions and licenses		401,541			353,110
Services		22,640			17,432
Total revenues		424,181			370,542
Cost of revenues:
Cost of subscriptions and licenses		53,098			46,498
Cost of services		20,676			19,161
Total cost of revenues		73,774			65,659
Gross profit		350,407			304,883
Operating expense (income):
Research and development		83,005			72,450
Selling and marketing		75,272			63,059
General and administrative		58,509			47,228
Deferred compensation plan		(1,074	)		(1,246	)
Amortization of purchased intangibles		8,435			8,208
Total operating expenses		224,147			189,699
Income from operations		126,260			115,184
Interest expense, net		(8,200	)		(3,808	)
Other income, net		497			449
Income before income taxes		118,557			111,825
Provision for income taxes		(23,155	)		(20,488	)
Equity in net (losses) income of investees, net of tax		(53	)		1
Net income		95,349			91,338
Less: Net income (loss) attributable to noncontrolling interest		(37	)		(30	)
Net income attributable to Bentley Systems	$	95,386		$	91,368

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.31		$	0.29
Diluted	$	0.30		$	0.28
Weighted average shares:
Basic		312,593,358			315,130,071
Diluted		321,836,470			333,441,006

BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three Months Ended
	March 31,
		2026			2025
Cash flows from operating activities:
Net income	$	95,349		$	91,338
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,141			15,640
Deferred income taxes		8,207			(1,216	)
Stock-based compensation expense		20,192			17,402
Deferred compensation plan		(1,074	)		(1,246	)
Amortization of deferred debt issuance costs		1,135			1,894
Change in fair value of derivative		(76	)		4,372
Foreign currency remeasurement loss (gain)		180			(25	)
Other		665			175
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable		4,886			14,346
Prepaid and other assets		(5,251	)		2,942
Accounts payable, accruals, and other liabilities		(11,056	)		(8,356	)
Cloud Services Subscription deposits		65,852			74,489
Deferred revenues		(9,994	)		(6,538	)
Income taxes payable, net of prepaid income taxes		8,252			14,198
Net cash provided by operating activities		193,408			219,415
Cash flows from investing activities:
Purchases of property and equipment and investment in capitalized software		(5,551	)		(3,044	)
Net cash used in investing activities		(5,551	)		(3,044	)
Cash flows from financing activities:
Proceeds from credit facility		820,537			122,249
Repayments of credit facility		(277,126	)		(257,565	)
Repayment of convertible senior notes		(677,830	)		(9,797	)
Payments of dividends		(21,225	)		(21,198	)
Proceeds from stock purchases under employee stock purchase plan		5,500			5,312
Payments for shares acquired including shares withheld for taxes		(14,226	)		(9,436	)
Repurchases of Class B common stock under approved program		(40,021	)		(30,014	)
Other		(50	)		(359	)
Net cash used in financing activities		(204,441	)		(200,808	)
Effect of exchange rate changes on cash and cash equivalents		(1,535	)		4,065
(Decrease) increase in cash and cash equivalents		(18,119	)		19,628
Cash and cash equivalents, beginning of period		123,278			64,009
Cash and cash equivalents, end of period	$	105,159		$	83,637

BENTLEY SYSTEMS, INCORPORATED
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except share and per share data)
(unaudited)

Reconciliation of operating income to AOI less Operating SBC and to Adjusted operating income:

	Three Months Ended
	March 31,
		2026			2025
Operating income	$	126,260		$	115,184
Amortization of purchased intangibles		12,057			11,444
Deferred compensation plan		(1,074	)		(1,246	)
Acquisition expenses⁽¹⁾		3,680			2,926
AOI less Operating SBC		140,923			128,308
Operating stock-based compensation expense		17,972			15,217
Adjusted operating income	$	158,895		$	143,525

_______________________________
(1)	During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from AOI less SBC. Prior period amount has been revised to conform to the current period presentation using the updated AOI less Operating SBC definition. Refer to the section titled “Non‑GAAP Financial Measures” for details.

Reconciliation of net income attributable to Bentley Systems to Adjusted net income:

	Three Months Ended
	March 31,
	2026						2025
	$			EPS⁽¹⁾			$			EPS⁽¹⁾
Net income attributable to Bentley Systems	$	95,386		$	0.30		$	91,368		$	0.28
Non-GAAP adjustments, prior to income taxes:
Amortization of purchased intangibles		12,057			0.04			11,444			0.03
Operating stock-based compensation expense		17,972			0.06			15,217			0.05
Deferred compensation plan		(1,074	)		—			(1,246	)		—
Acquisition expenses⁽³⁾		3,680			0.01			2,926			0.01
Other income, net		(497	)		—			(449	)		—
Total non-GAAP adjustments, prior to income taxes		32,138			0.10			27,892			0.08
Income tax effect of non-GAAP adjustments		(4,970	)		(0.02	)		(4,682	)		(0.01	)
Equity in net losses (income) of investees, net of tax		53			—			(1	)		—
Adjusted net income⁽²⁾	$	122,607		$	0.38		$	114,577		$	0.35

Adjusted diluted weighted average shares	321,836,470						333,441,006

_______________________________
(1)	Adjusted EPS was computed independently for each reconciling item presented; therefore, the sum of Adjusted EPS for each line item may not equal total Adjusted EPS due to rounding.
(2)	Adjusted EPS numerator includes $1,009 and $1,569 for the three months ended March 31, 2026 and 2025, respectively, related to interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method.
(3)	During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from AOI less SBC. Prior period amounts have been revised to conform to the current period presentation using the updated AOI less Operating SBC definition. Refer to the section titled “Non‑GAAP Financial Measures” for details.

Reconciliation of cash flows from operating activities to free cash flow:

	Three Months Ended
	March 31,
		2026			2025
Cash flows from operating activities	$	193,408		$	219,415
Purchases of property and equipment and investment in capitalized software		(5,551	)		(3,044	)
Free cash flow	$	187,857		$	216,371

Reconciliation of cash flows from operating activities to Adjusted EBITDA:

	Three Months Ended
	March 31,
		2026			2025
Cash flows from operating activities	$	193,408		$	219,415
Cash interest		7,365			2,150
Cash taxes		6,587			7,963
Cash deferred compensation plan distributions		587			526
Cash acquisition expenses		697			1,727
Changes in operating assets and liabilities		(43,749	)		(81,775	)
Other⁽¹⁾		(1,529	)		(1,864	)
Adjusted EBITDA	$	163,366		$	148,142

_______________________________
(1)	Includes receipts related to interest rate swap.

Reconciliation of total revenues and subscriptions revenues to total revenues and subscriptions revenues in constant currency:

	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
	Actual		Impact of Foreign Exchange at 2025 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2025 Rates		Constant Currency
Total revenues	$	424,181	$	(9,288)	$	414,893	$	370,542	$	67	$	370,609
Subscriptions revenues	$	392,484	$	(8,373)	$	384,111	$	342,318	$	59	$	342,377

Explanation of Non-GAAP and Other Financial Measures

Constant currency

Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.

In reporting period‑over‑period results, except for ARR as discussed further below, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.

Recurring revenues

Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues from accounts with revenues in the prior period (“existing accounts”).

Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.

Annualized recurring revenues (“ARR”)

ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.

ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumption‑based software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.

Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period‑over‑period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. Constant currency ARR growth rate from business performance excludes the ARR onboarding of our platform acquisitions and includes the impact from the ARR onboarding of programmatic acquisitions, which generally are immaterial, individually and in the aggregate. We believe these ARR growth rates are important metrics indicating the scale and growth of our business.

Last twelve‑month recurring revenues dollar‑based net retention rate

Last twelve‑month recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.

Last twelve‑month recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.

Adjusted operating income less operating stock-based compensation expense (“AOI less Operating SBC”)

AOI less Operating SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.

AOI less Operating SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash- and equity-settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.

AOI less Operating SBC is our primary performance measure, which excludes certain expenses and charges, including cash- and equity-settled retention incentives provided to key employees of acquired companies, as we believe these may not be indicative of the Company’s core business operating results. We intentionally include operating stock-based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies) in this measure as we believe it better captures the economic costs of our business.

Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.

AOI less Operating SBC margin is calculated by dividing AOI less Operating SBC by total revenues.

Adjusted operating income (“AOI”)

Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.

Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash- and equity-settled retention incentives provided to key employees of acquired companies), realignment expenses (income), and operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), for the respective periods.

Adjusted net income and Adjusted EPS

Adjusted net income and Adjusted EPS are non-GAAP financial measures presenting the earnings generated by our ongoing operations that we believe is useful to investors in making meaningful comparisons to other companies, although these measures may not be directly comparable to similar measures used by other companies, and period-over-period comparisons.

Adjusted net income is defined as net income attributable to Bentley Systems adjusted for the following: amortization of purchased intangibles, operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash- and equity-settled retention incentives provided to key employees of acquired companies), realignment expenses (income), other non‑operating (income) expense, net, the tax effect of the above adjustments to net income, and equity in net (income) losses of investees, net of tax, for the respective periods. The income tax effect of non‑GAAP adjustments was determined using the applicable rates in the taxing jurisdictions in which income or expense occurred, and represent both current and deferred income tax expense or benefit based on the nature of the non‑GAAP adjustments, including the tax effects of non‑cash operating stock‑based compensation expense.

Adjusted EPS is calculated as Adjusted net income, less net income attributable to Bentley Systems allocated to participating securities, plus interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method, if applicable, (numerator) divided by Adjusted diluted weighted average shares (denominator). Adjusted diluted weighted average shares is calculated by adding incremental shares related to the dilutive effect of convertible senior notes using the if‑converted method, if applicable, to diluted weighted average shares.

Free cash flow

Free cash flow is a non-GAAP financial measure and our primary liquidity measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to service our debt obligations, make strategic acquisitions and investments, and return capital to investors through dividends and stock repurchases. Additionally, we believe free cash flow is useful to investors as a basis for comparing our results with other companies in our industries, although our measure of free cash flow may not be directly comparable to similar measures used by other companies. Free cash flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.

Free cash flow is defined as cash flows from operating activities less purchases of property and equipment and investment in capitalized software.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors.

Adjusted EBITDA is defined as cash flows from operating activities adjusted for the following: cash interest, cash taxes, cash deferred compensation plan distributions, cash acquisition expenses, cash realignment costs, changes in operating assets and liabilities, and other cash items (such as those related to our interest rate swap). From time to time, we may exclude from Adjusted EBITDA the impact of certain cash receipts or payments that affect period-to-period comparability.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507813088/en/

For more information, contact:

Investors: Eric Boyer, [email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Manufacturing Technology Engineering Artificial Intelligence Software

MEDIA:

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May 7, 2026 7:05 am

Foghorn Therapeutics Provides First Quarter 2026 Financial and Corporate Update

– FHD-909 (LY4050784) Phase 1 dose-escalation trial on track; preclinical combination data with anti-PD-1 antibody demonstrates potential for robust and durable regression with anti-tumor immune memory

– Selective CBP degrader FHT-171 advancing for the treatment of ER+ breast cancer with IND anticipated in 2027

-Selective EP300 degraders with potential in multiple myeloma and other hematological malignancies with IND anticipated in 2027

– Strong balance sheet with cash, cash equivalents, and marketable securities of approximately
$184 million
; cash runway into the first half of 2028

WATERTOWN, Mass., May 07, 2026 (GLOBE NEWSWIRE) — Foghorn® Therapeutics Inc. (Nasdaq: FHTX), a clinical-stage biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression, today provided a financial and corporate update in conjunction with the Company’s 10-Q filing for the quarter ended March 31, 2026. With an initial focus in oncology, Foghorn’s Gene Traffic Control® Platform and resulting broad pipeline have the potential to transform the lives of people suffering from a wide spectrum of diseases.

“Our lead program, FHD-909, continues to advance through dose escalation in collaboration with Lilly. The trial is enriching for NSCLC patients with SMARCA4 mutations, where outcomes remain especially poor and deteriorate with later lines of therapy,” said Adrian Gottschalk, President and Chief Executive Officer of Foghorn Therapeutics. “At this year’s American Association for Cancer Research (AACR) Annual Meeting, we presented compelling preclinical data demonstrating the potential of FHD-909 in combination with an anti-PD-1 antibody to drive complete, durable tumor regression and anti-tumor immune memory.”

Mr. Gottschalk continued, “Across our wholly owned pipeline, we reported new preclinical data highlighting strong anti-tumor activity and tolerability for our Selective CBP degrader FHT-171 in heavily pretreated ER+ breast cancer models, improved safety and efficacy versus clinical benchmark for our Selective EP300 degrader in multiple myeloma, and robust target degradation with potential for oral bioavailability for our cereblon-based selective ARID1B degraders. Together, these programs expand our reach in difficult-to-treat cancers, and we look forward to sharing further progress throughout the year.”

Program Overview and Upcoming Milestones

FHD-909 (LY4050784). FHD-909 is a first-in-class oral SMARCA2 selective inhibitor that has demonstrated in preclinical studies to have high selectivity over its closely related paralog SMARCA4, two proteins that are the catalytic engines across all forms of the BAF complex. Selectively blocking SMARCA2 activity is a promising synthetic lethal strategy intended to induce tumor death while sparing healthy cells. SMARCA4 is mutated in up to 10% of NSCLC patients and implicated in a significant number of solid tumors. Across lines of therapy, significant unmet needs remain for patients with SMARCA4 (BRG1)-mutant cancers with both poor response rates and short progression-free survival.

Phase 1 trial on track. Enrollment in the first-in-human Phase 1 multi-center trial of FHD-909 is progressing well. The trial in patients with NSCLC as the primary target population is on track, following the dosing of the first patient in October 2024.
Robust and durable preclinical data for FHD-909 plus anti-PD-1 antibody. New preclinical data presented at AACR demonstrated complete regression in preclinical syngeneic efficacy models of FHD-909 in combination with an anti-PD-1 antibody, with tumors failing to regrow after dosing halted. An immune memory effect was supported by tumor rejection upon rechallenge in animals treated with FHD-909 plus an anti-PD-1 antibody.
- Pending the decision to move into dose expansion portion of trial, Foghorn and Lilly anticipate evaluating FHD-909 in combination studies in the front-line setting of NSCLC.

Ongoing strategic collaboration with Lilly. Foghorn is collaborating with Lilly to develop novel oncology medicines, including a 50/50 U.S. co-development and co-commercialization agreement for its selective SMARCA2 oncology program that includes both a selective inhibitor and a selective degrader, as well as an additional undisclosed oncology target. The collaboration also includes three discovery programs from Foghorn’s proprietary Gene Traffic Control® platform.

Selective CBP degrader program. Foghorn’s Selective CBP degrader targets CBP, an acetyltransferase closely related to EP300. CBP lineage dependencies are established in several cancers, including breast cancer. Attempts to selectively drug CBP have been challenging due to the high level of similarity between the two proteins, while dual inhibition of CBP/EP300 has been associated with dose-limiting toxicities.

CBPd-171 shows strong therapeutic potential in ER+ breast cancer. New preclinical data for lead Selective CBP degrader CBPd-171 presented at this year’s AACR highlighted strong anti-tumor activity as a monotherapy in PDX models of heavily pretreated ER+ breast cancer, favorable tolerability profile in preclinical in vivo studies, and high selectivity and potent CBP degradation with clear on-target transcriptional effects. A long-acting injectable (LAI) formulation has been optimized for subcutaneous administration on a weekly schedule, supporting convenient and patient-friendly dosing.
Investigational New Drug (IND)-enabling studies anticipated in 2026 with expected IND in 2027.

Selective EP300 degrader program. Foghorn is developing a Selective EP300 degrader for the treatment of hematological malignancies and prostate cancer. Attempts to selectively drug EP300 have been challenging due to the high level of similarity between EP300 and CBP, while dual inhibition of CBP/EP300 has been associated with dose-limiting toxicities. EP300 lineage dependencies are established in diffuse large b-cell lymphoma (DLBCL), multiple myeloma (MM) and other hematological malignancies.

EP300 degrader program outperforms clinical benchmark. New preclinical data presented at this year’s AACR for our Selective EP300 degraders highlight the therapeutic potential in multiple myeloma including superior anti-tumor activity with complete responses, compared to clinical benchmark dual CBP/EP300 inhibitor inobrodib, superior safety by body weight loss and platelet counts over dual degradation, and tumor regression in a multiple myeloma xenograft model of acquired pomalidomide resistance.  
IND-enabling studies anticipated in 2026 with expected IND in 2027.

Selective ARID1B degrader program. Foghorn’s Selective ARID1B degrader targets and degrades ARID1B in ARID1A-mutated cancers. ARID1A is the most mutated subunit in the BAF complex and amongst the most mutated proteins in cancer. These mutations lead to a dependency on ARID1B in several types of cancer, including endometrial, gastric, gastroesophageal junction, bladder and NSCLC. Attempts to selectively drug ARID1B have been challenging because of the high degree of similarity between ARID1A and ARID1B and the fact that ARID1B has no enzymatic activity to target. ARID1B is a major synthetic lethal target implicated in up to 5% of all solid tumors.

First-in-class Selective ARID1B degrader program. New preclinical data at this year’s AACR meeting demonstrated robust degradation with potential for oral bioavailability across our cereblon-based Selective ARID1B degraders. Foghorn’s cereblon-based bifunctional degraders achieve selective degradation of ARID1B and modulation of downstream target genes consistent with ARID1B pathway disruption.
Advancing towards

in vivo

 proof of concept in 2026.

Chromatin Biology and Degrader Platform. Foghorn continues to advance its chromatin biology and degrader platform with investments in long-acting injectables, oral delivery, and induced proximity.

First Quarter 2026
Financial Highlights

Collaboration Revenue. Collaboration revenue was $3.3 million for the three months ended March 31, 2026, compared to $6.0 million for the three months ended March 31, 2025. The $2.7 million decrease was driven by the timing of work performed under the Lilly Collaboration Agreement.
Research and Development Expenses. Research and development expenses were $18.3 million for the three months ended March 31, 2026, compared to $21.6 million for the three months ended March 31, 2025. The $3.3 million decrease is attributed to a decrease in Lilly-partnered program costs, decreases in facilities and IT-related expenses, a decrease in FHD-286 costs, and decreases in personnel-related costs partially offset by an increase in early development and other external costs.
General and Administrative Expenses. General and administrative expenses were $6.6 million for the three months ended March 31, 2026, compared to $7.2 million for the three months ended March 31, 2025. This $0.6 million decrease was primarily due to lower facilities and IT-related expenses.
Net Loss. Net loss was $19.9 million for the three months ended March 31, 2026, compared to a net loss of $18.8 million for the three months ended March 31, 2025.
Cash, Cash Equivalents, and Marketable Securities. As of March 31, 2026, the Company had $183.6 million in cash, cash equivalents, and marketable securities, providing cash runway into the first half of 2028.

About FHD-909

FHD-909 (LY4050784) is a potent, first-in-class, allosteric, and orally available small molecule that selectively inhibits the ATPase activity of SMARCA2 (BRM) over its closely related paralog SMARCA4 (BRG1), two proteins that are the catalytic engines across all forms of the BAF complex, one of the key regulators of the chromatin regulatory system. In preclinical studies, tumors with mutations in SMARCA4 rely on SMARCA2 for their survival. FHD-909 has shown significant anti-tumor activity across multiple SMARCA4-mutant lung tumor models.

About Foghorn Therapeutics

Foghorn® Therapeutics is discovering and developing a novel class of medicines targeting genetically determined dependencies within the chromatin regulatory system. Through its proprietary scalable Gene Traffic Control® platform, Foghorn is systematically studying, identifying, and validating potential drug targets within the chromatin regulatory system. The Company is developing multiple product candidates in oncology. Visit our website at www.foghorntx.com for more information on the Company, and follow us on X and LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements include statements regarding the Company’s clinical and preclinical programs, including the ongoing Phase 1 trial evaluating FHD-909 in SMARCA4-mutated cancers, selective CBP and selective EP300 degrader programs, selective ARID1B degrader program and other preclinical product candidates, expected timing of clinical data, expected cash runway, expected timing of regulatory filings, and research efforts and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks relating to our clinical trials and other factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made.

Condensed Consolidated Balance Sheets (In thousands)

	March 31, 2026			December 31, 2025
Cash, cash equivalents and marketable securities	$	183,631		$	158,894
All other assets		38,536			39,209
Total assets	$	222,167		$	198,103
Deferred revenue, total	$	245,887		$	249,154
All other liabilities		52,688			57,449
Total liabilities	$	298,575		$	306,603
Total stockholders’ deficit	$	(76,408	)	$	(108,500	)
Total liabilities and stockholders’ deficit	$	222,167		$	198,103

Condensed Consolidated Statements of Operations (In thousands, except share and per share amounts)

	Three Months Ended March 31,
		2026			2025
Collaboration revenue	$	3,267		$	5,952
Operating expenses:
Research and development		18,259			21,626
General and administrative		6,581			7,239
Total operating expenses	$	24,840		$	28,865
Loss from operations	$	(21,573	)	$	(22,913	)
Total other income, net	$	1,698		$	4,079
Net loss	$	(19,875	)	$	(18,834	)
Net loss per share attributable to common stockholders—basic and diluted		(0.29	)		(0.30	)
Weighted average common shares outstanding—basic and diluted		69,540,075			62,848,673

Contact:

Karin Hellsvik, Foghorn Therapeutics Inc.
[email protected]

May 7, 2026 7:05 am

The Real Brokerage Inc. Announces First Quarter 2026 Financial Results

The Real Brokerage Inc. Announces First Quarter 2026 Financial Results

MIAMI–(BUSINESS WIRE)–
The Real Brokerage Inc. (NASDAQ: REAX) (“Real” or the “Company”), a leading real estate technology platform redefining the industry through innovation and culture, announced today financial results for the first quarter ended March 31, 2026.

“Real delivered another quarter of significant growth, with revenue increasing 32% year-over-year, demonstrating the continued strength of our platform and agent value proposition,” said Tamir Poleg, Chairman and Chief Executive Officer. “The agreement to acquire RE/MAX Holdings Inc. (“REMAX”) represents a defining moment in our history and in our industry – by combining Real’s technology-driven brokerage with one of the industry’s most iconic and trusted brands we will create the preeminent real estate platform of the future.”

“Q1 tells a compelling story about the breadth of what we are building – both agent count and transaction count increased 25%, while all three ancillary businesses each posted strong revenue growth, validating that agents and their clients are adopting the full Real ecosystem,” said Jenna Rozenblat, Chief Operating Officer. “The platform is working, and the combination with REMAX provides a step-change in the scale through which we can deliver it.”

”Revenue and gross profit each grew faster than operating expenses, driving a meaningful improvement in net loss year-over-year and an 80% increase in Adjusted EBITDA to $14.9 million, a strong result in what is historically our seasonally lowest revenue quarter,” said Ravi Jani, Chief Financial Officer. “We ended the quarter with $62.9 million in unrestricted cash and no debt, and entered the spring selling season with solid momentum. We remain confident the REMAX transaction will create compelling value for our agents, franchisees, consumers, and shareholders.”

Q1 2026 Financial Highlights¹

Revenue rose to $465.6 million in the first quarter of 2026, an increase of 32% from $354.0 million in the first quarter of 2025.
Gross profit reached $42.2 million in the first quarter of 2026, an increase of 24% from $33.9 million in the first quarter of 2025.
Operating expenses totaled $45.6 million in the first quarter of 2026, a 17% increase from $39.1 million in the first quarter of 2025.
Net loss attributable to owners of the Company improved to $(3.4) million in the first quarter of 2026, compared to $(5.0) million in the first quarter of 2025.
Basic and diluted loss per share was $(0.02) in the first quarter of 2026, consistent with $(0.02) in the first quarter of 2025.
Adjusted EBITDA² was $14.9 million in the first quarter of 2026, compared to $8.3 million in the first quarter of 2025.
Revenue share expense, which is included in Marketing expenses, totaled $15.7 million in the first quarter of 2026, a 25% increase compared to $12.5 million in the first quarter of 2025.
Adjusted operating expenses, which reflect operating expenses less revenue share expense, stock-based compensation, depreciation, and other unique or non-cash expenses, were $21.3 million in the first quarter of 2026, compared to $21.2 million in the first quarter of 2025.
Adjusted operating expense per transaction was $508 in the first quarter of 2026, a decline of 19% from $631 in the first quarter of 2025.
Cash provided by operating activities totaled $23.3 million during the first quarter of 2026.
The Company ended the first quarter of 2026 with $62.9 million of unrestricted cash and equivalents and short-term investments on its balance sheet and no debt.

¹All dollar references are in U.S. dollars.

²There are references to “Adjusted EBITDA” and “Adjusted Operating Expense” in this press release, which are non-GAAP measures. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. See accompanying note under the heading “Non-GAAP Measures and Ratios” for an explanation of the composition of these non-GAAP measures.

Q1 2026 Business and Operational Highlights

North American Brokerage
- North American Brokerage revenue rose to $462.6 million in the first quarter of 2026, an increase of 32% from $351.7 million in the first quarter of 2025.
- The total number of agents increased to 33,510 at the end of the first quarter of 2026, a 25% increase from the first quarter of 2025.
- The total number of transactions closed was 41,882 in the first quarter of 2026, an increase of 25% from 33,617 in the first quarter of 2025.
- The total value of completed real estate transactions reached $16.8 billion in the first quarter of 2026, an increase of 24% from $13.5 billion in the first quarter of 2025.
- As of May 6, 2026, over 33,900 agents are now on the Real platform.
One Real Title
- One Real Title revenue was $1.3 million in the first quarter of 2026, a 22% increase compared to $1.0 million in the first quarter of 2025.
- Title results reflect the ongoing transition from legacy team-based joint ventures to state-based joint ventures.
One Real Mortgage
- One Real Mortgage revenue reached $1.3 million in the first quarter of 2026, a 20% increase compared to $1.1 million in the first quarter of 2025.
- As of May 2026, One Real Mortgage had 134 mortgage loan officers, including 99 affiliated with the Real Originate program.
Real Wallet
- Real Wallet revenue totaled $436 thousand in the first quarter of 2026, a 246% increase compared to $126 thousand in the first quarter of 2025.
- As of May 2026:
  - More than 8,000 Real agents were utilizing Real Wallet Business Checking Accounts, including over 1,500 Real Wallet Tax Planning Business Checking Accounts.
  - The total deposit balance held in all Real Wallet Business Checking and Tax Planning accounts was approximately $25.3 million.
  - The total balance of credit outstanding was $9.3 million.
- Real Wallet is a financial technology platform that centralizes an agent’s access to certain Company-branded financial products. Real Wallet currently includes: (i) Business Checking Accounts for eligible U.S. agents with Thread Bank, Member FDIC, including a Company-branded debit card; and (ii) credit lines for eligible agents in certain U.S. states and Canadian provinces, based on their earnings history with Real.
Corporate Update
- On April 26, 2026, the Company entered into a definitive agreement to acquire RE/MAX Holdings, Inc., the parent company of RE/MAX, LLC. Under the terms of the agreement, which has been approved by the boards of directors of both companies, the parties will form a new holding company called Real REMAX Group.
- On March 9, 2026, the Company announced the appointment of Jason Cassity as Chief Growth Officer. Jason previously spent 13 years as a top-producing Realtor and team leader in San Diego, and has also served as a Growth Ambassador for the Company.

The Company will discuss the first quarter results on a conference call and live webcast today at 8:00 a.m. ET.

Conference Call Details:

Date:					Thursday, May 7, 2026

Time:					8:00 am ET

Dial-in Number:					North American Toll Free: 888-506-0062
					International: 973-528-0011

Access Code:					688428

Webcast:					https://www.webcaster5.com/Webcast/Page/2699/53761

Replay Information:

Replay Number:					North American Toll Free: 877-481-4010
					International: 919-882-2331

Access Code:					53761

Replay Link:					https://www.webcaster5.com/Webcast/Page/2699/53761

Non-GAAP Measures and Ratios

This news release includes references to “Adjusted EBITDA”, “Adjusted Operating Expense”, and “Operating Expense Excluding Revenue Share”, which are non-U.S. generally accepted accounting principles (“GAAP”) financial measures. Non-GAAP measures, including non-GAAP ratios, are not recognized measures under GAAP, do not have a standardized meaning prescribed by GAAP, and are therefore unlikely to be comparable to similar measures presented by other companies.

Adjusted EBITDA is a supplemental non-GAAP financial measure that management uses to evaluate operating performance. Adjusted EBITDA is calculated as net income/(loss) before finance expenses, income tax expense, depreciation and amortization, intangible asset impairment expense, stock-based compensation, restructuring expenses, acquisition costs and expenses related to litigation settlements.

Operating Expense Excluding Revenue Share is used as an alternative to operating expenses by removing variable cash expenses associated with revenue share expenses, which is a component of marketing expenses.

Adjusted Operating Expense is used as an alternative to operating expenses by removing major non-cash items such as stock-based compensation, depreciation, and other unique or non-cash expenses, while retaining ongoing fixed operating expenses and excluding variable cash expenses associated with revenue share.

Adjusted EBITDA, Adjusted Operating Expense and Operating Expense Excluding Revenue Share have no direct comparable GAAP financial measures. The Company has used or included these non-GAAP measures solely to provide investors with added insight into Real’s financial performance. Readers are cautioned that such non-GAAP measures may not be appropriate for any other purpose. Non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Our Adjusted EBITDA is reconciled to the most comparable GAAP measure for the three months ended March 31, 2026 and 2025 and is presented in the table below labeled Reconciliation of Net Loss to Adjusted EBITDA. Our Adjusted Operating Expense and Operating Expense Excluding Revenue Share reconciled to the most comparable GAAP measure is presented for the three months ended March 31, 2026 and on a quarterly basis for the prior two fiscal years in the table below labeled Reconciliation of Operating Expense to Adjusted Operating Expense by Quarter.

This press release also includes non-GAAP financial measure ratios, which are financial measures disclosed in the form of a ratio, fraction, percentage, or similar representation and that has a non-GAAP financial measure as one or more of its components.

Operating Expense Excluding Revenue Share per Transaction is a ratio calculated as Operating Expense Excluding Revenue Share, divided by the number of closed transaction sides. Adjusted Operating Expense per Transaction is a ratio calculated as Adjusted Operating Expense, divided by the number of closed transaction sides.

THE REAL BROKERAGE INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars and shares in thousands)
Unaudited

	As of
	March 31, 2026			December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	46,016		$	33,213
Restricted cash		36,805			26,338
Investments in financial assets		16,904			16,731
Trade receivables		25,185			20,170
Short-term financing receivables, net		9,008			6,231
Other current assets		2,786			3,081
TOTAL CURRENT ASSETS	$	136,704		$	105,764
Intangible assets, net		3,812			4,157
Goodwill		8,993			8,993
Property and equipment, net		2,451			2,455
Investment in equity securities		2,250			2,250
Long-term financing receivables, net		1,767			2,311
Deferred tax asset		931			931
TOTAL ASSETS	$	156,908		$	126,861

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		931			1,161
Accrued liabilities		48,993			38,205
Customer deposits		36,805			26,338
Other payables		4,589			9,562
TOTAL CURRENT LIABILITIES	$	91,318		$	75,266
Deferred tax liability		10			10
TOTAL LIABILITIES	$	91,328		$	75,276

EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Common Shares, no par value, unlimited Common Shares authorized, 213,498 Shares issued and outstanding at March 31, 2026; and 210,478 Shares issued and outstanding at December 31, 2025		–			–
Additional paid-in capital		181,262			164,208
Accumulated deficit		(116,272	)		(112,851	)
Accumulated other comprehensive income		701			318
EQUITY ATTRIBUTABLE TO OWNERS		65,691			51,675
Non-controlling interests		(111	)		(90	)
TOTAL EQUITY		65,580			51,585
TOTAL LIABILITIES AND EQUITY	$	156,908		$	126,861

THE REAL BROKERAGE INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars and shares in thousands, except for per share amounts)
Unaudited

	Three Months Ended March 31,
		2026			2025
Revenues	$	465,551		$	353,981
Cost of Sales		423,396			320,045
Gross Profit		42,155			33,936

General and administrative expenses		19,004			17,516
Marketing expenses		21,132			17,697
Research and development expenses		5,147			3,932
Acquisition costs		312			—
Operating Expenses		45,595			39,145
Operating Loss		(3,440	)		(5,209	)

Other income, net		112			122
Finance expenses, net		(86	)		(34	)
Loss Before Tax	$	(3,414	)	$	(5,121	)
Tax Expense		44			—
Net Loss	$	(3,458	)	$	(5,121	)
Net loss attributable to non-controlling interests		(37	)		(154	)
Net Loss Attributable to the Owners of the Company	$	(3,421	)	$	(4,967	)
Other comprehensive income/(loss), Items that will be reclassified subsequently to profit or loss:
Unrealized gain on investments in financial assets		74			12
Foreign currency translation adjustment		309			(121	)
Total Comprehensive Loss Attributable to Owners of the Company	$	(3,038	)	$	(5,076	)
Total Comprehensive Loss Attributable to Non-Controlling Interest		(37	)		(154	)
Total Comprehensive Loss	$	(3,075	)	$	(5,230	)
Loss per share
Basic loss per share	$	(0.02	)	$	(0.02	)
Diluted loss per share	$	(0.02	)	$	(0.02	)
Weighted-average shares, basic and diluted		223,688			204,382

THE REAL BROKERAGE INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollar in thousands)
Unaudited

	Three Months Ended March 31,
		2026			2025
OPERATING ACTIVITIES
Net Loss	$	(3,458	)	$	(5,121	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		575			379
Equity-settled stock-based payment		17,001			12,707
Impairment of intangible assets		12			–
Finance income (expenses)		51			(149	)
*Changes in operating assets and liabilities:*
Trade receivables		(5,015	)		(2,555	)
Financing receivables, net		(2,233	)		(2,969	)
Other current assets		295			175
Accounts payable		(230	)		(447	)
Accrued liabilities		10,788			7,633
Customer deposits		10,467			6,170
Other payables		(4,973	)		127
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,280			15,950

INVESTING ACTIVITIES
Purchase of property and equipment		(238	)		(285	)
Purchase of financial assets		(5,414	)		(1,350	)
Proceeds from sale of financial assets		5,315			257
NET CASH USED IN INVESTING ACTIVITIES		(337	)		(1,378	)

FINANCING ACTIVITIES
Repurchase of common shares		–			(6,122	)
Payment of employee taxes on certain stock-based arrangements		–			(1,213	)
Proceeds from exercise of stock options		53			310
Contributions from (distributions to) non-controlling interest		16			(76	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		69			(7,101	)

Net change in cash, cash equivalents and restricted cash		23,012			7,471
Cash, cash equivalents and restricted cash, beginning of period		59,551			47,465
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash		258			29
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	82,821		$	54,965

THE REAL BROKERAGE INC.
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(U.S. dollars in thousands)
Unaudited

	For the Three Months Ended
	March 31, 2026			March 31, 2025
Net Loss	$	(3,458	)	$	(5,121	)
Add/(Deduct):
Finance Expenses, Net		86			34
Depreciation and Amortization		575			379
Stock-Based Compensation		17,001			12,707
Intangible Asset Impairment		12			–
Restructuring Expenses		240			250
Expenses Related to Litigation Settlement		96			27
Acquisition Costs		312			–
Tax Expense		44			–
Adjusted EBITDA⁽ⁱ⁾	$	14,908			8,276

Represents a non-GAAP measure. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ methods and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the non-GAAP measures and ratios section of this press release.

THE REAL BROKERAGE INC.
BREAKOUT OF REVENUE BY SEGMENT
(U.S. dollars in thousands)
Unaudited

	Three Months Ended March 31,
	2026		2025
Main revenue streams
Brokerage Commissions	$	462,562	$	351,749
Title		1,259		1,030
Mortgage Broker Income		1,294		1,076
Wallet		436		126
Total Revenue	$	465,551	$	353,981

THE REAL BROKERAGE INC.
RECONCILIATION OF OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE BY QUARTER
(U.S. dollars in thousands)
Unaudited

	2024			2025				2026
	Q2	Q3	Q4	Q1	Q2	Q3	Q4	Q1
Operating Expense	$32,512	$34,607	$36,371	$39,145	$46,177	$45,330	$44,283	$45,595
Less: Revenue Share Expense	12,475	11,651	9,537	12,504	17,644	15,738	14,634	15,688
Revenue Share Expense (% of revenue)	3.7%	3.3%	2.7%	3.5%	3.3%	2.8%	2.9%	3.4%
Operating Expense Excluding Revenue Share¹	$20,037	$22,956	$26,834	$26,641	$28,533	$29,592	$29,649	$29,907
Less:
Stock-Based Compensation – Employees	2,265	3,139	3,405	1,651	2,057	3,422	2,605	3,027
Stock-Based Compensation – Agent	2,335	2,665	2,940	3,115	3,478	3,935	4,199	4,371
Depreciation and Amortization Expense	340	358	372	379	398	567	585	575
Restructuring Expense	—	—	—	250	—	—	—	240
Expenses Related to Litigation Settlement	369	33	118	27	—	—	750	96
Acquisition Costs	—	—	—	—	—	—	—	312
Subtotal	5,309	6,195	6,835	5,422	5,933	7,924	8,139	8,621
Adjusted Operating Expense²	$14,728	$16,761	$19,998	$21,219	$22,601	$21,668	$21,510	$21,286
Adjusted Operating Expense (% of revenue)	4.3%	4.5%	5.7%	6.0%	4.2%	3.8%	4.3%	4.6%

¹Operating expense excluding revenue share excludes revenue share expense.

²Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.

THE REAL BROKERAGE INC.
KEY PERFORMANCE METRICS BY QUARTER
(U.S. dollars in thousands)
Unaudited

	2024			2025				2026
	Q2	Q3	Q4	Q1	Q2	Q3	Q4	Q1
Transaction Data
Closed Transaction Sides¹	30,367	35,832	35,370	33,617	49,282	53,512	48,903	41,882
Total Value of Home Side Transactions ($, billions)²	12.6	14.4	14.6	13.5	20.1	21.4	20.3	16.8
Median Home Sales Price ($, thousands)³	$384	$383	$380	$380	$387	$390	$385	$385
Agent Metrics
Total Agents⁴	19,540	21,770	24,140	26,870	28,034	30,183	31,739	33,510
Agent Churn Rate (%)⁵	7.5	7.3	6.8	8.7	9.4	4.9	5.2	8.0
Revenue Churn Rate (%)⁶	1.6	2.0	1.8	2.5	1.9	1.4	1.6	2.4
Headcount and Efficiency Metrics
Full-Time Employees⁷	231	240	264	410	429	439	435	489
Full-Time Employees, Excluding One Real Title and One Real Mortgage⁸	142	155	178	307	324	340	338	394
Headcount Efficiency Ratio⁹	1:138	1:140	1:136	1:88	1:87	1:89	1:94	1:85
Revenue Per Full Time Employee ($, thousands)¹⁰	$2,400	$2,403	$1,970	$1,153	$1,669	$1,672	$1,490	$1,182
Operating Expense Excluding Revenue Share ($, thousands)¹¹	$20,037	$22,956	$26,835	$26,641	$28,533	$29,592	$29,649	$29,907
Operating Expense Per Transaction Excluding Revenue Share ($)¹²	$660	$641	$759	$792	$579	$553	$606	$714
Adjusted Operating Expense ($, thousands)¹³	$14,728	$16,761	$19,998	$21,219	$22,601	$21,668	$21,510	$21,286
Adjusted Operating Expense Per Transaction ($)¹⁴	$485	$468	$565	$631	$459	$405	$440	$508

^{1 Represents the number of transactions closed by our agents during the period.}

^{2 Represents the U.S. dollar value of all sale, lease and purchase transactions closed by our agents during the period.}

^{3 Represents the median price (in USD) of homes sold or purchased by our agents during the period, based on closed transactions.}

^{4 Represents the total number of agents affiliated with Real at the end of the period.}

^{5 Represents the rate at which agents left our platform during the period, calculated as the number of churned agents during the period divided by the total agent base at the beginning of the period.}

^{6 A supplementary financial measure, calculated as the percentage of revenue lost from agents who churned during the period, calculated as commission revenue generated by churned agents during the last six months divided by total Company commissions revenue for the last six months.}

^{7 Represents the total number of full-time employees of the Company at period end.}

^{8 Represents the total number of full-time employees of the Company excluding employees of One Real Title and One Real Mortgage.}

^{9 Represents the ratio of full-time brokerage employees (excluding One Real Title and One Real Mortgage employees) to the number of agents on our platform.}

^{10 A supplementary financial measure calculated as total company revenue divided by full-time brokerage employees (excludes One Real Title and One Real Mortgage employees).}

^{11 A non-GAAP measure, calculated as total operating expenses per the Financial Statements, less revenue share expense. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this press release.}

^{12 A non-GAAP measure, calculated as operating expense excluding revenue share, divided by the number of closed transaction sides. Real’s method for calculating non-GAAP measures may differ from other reporting issuers’ and accordingly may not be comparable. For definitions and basis of presentation of Real’s non-GAAP measures, refer to the “Non-GAAP measures and ratios” section in this press release.}

^{13 Adjusted operating expense excludes revenue share, stock-based compensation, depreciation and other non-recurring or non-cash expenses.}

^{14 Adjusted operating expense per transaction, calculated as adjusted operating expense divided by the number of closed transaction sides.}

Cautionary Disclosure Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements/forward-looking information include, but are not limited to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, including the expected leverage of the combined company and the amount and timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and the ability to satisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking information inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, The Real Brokerage Inc. (“Real”) expresses an expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’ current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, Real cannot give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: Real’s ability to consummate the proposed transaction on the expected timeline or at all; Real’s ability to obtain the necessary regulatory approvals in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated; Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Real to pay a termination fee; the diversion of management time on transaction-related issues; risks related to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse effect on Real’s ability to retain agents, franchisees and personnel or that there could be potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential litigation relating to Real’s expectation regarding revenue growth and profitability and the business, strategic plans of Real,the proposed transaction that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures, economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses; slowdowns in real estate markets, economic and industry downturns, Real’s ability to attract new agents and retain current agents, Real’s inability to successfully launch new products and features; Real’s inability to scale while improving operating leverage, or inability to successfully execute our strategies, including our strategy related to HeyLeo; possible unfavorable results in legal proceedings; changes in laws, regulations or the regulatory environment affecting our business; disruptions to our technology or cybersecurity incidents; and other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K and other documents filed with the SEC and Real’s audited annual financial statements and annual management’s discussion and analysis for the financial year ended December 31, 2025, Annual Information Form dated March 4, 2026 filed with Canadian securities regulators, Real’s Company’s Quarterly Management’s Discussion and Analysis for the period ended March 31, 2026, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca and documents that will be filed with the SEC and Canadian securities regulators in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement and the Real management information circular that will each be filed with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information. You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’ actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information contained in this press release. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this press release nor the continued availability of this press release in archive form on Real’s or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the proposed transaction between Real and RE/MAX Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This press release is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable, in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT INFORMATION CIRCULAR, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov) and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com or by contacting Real’s investor relations contact at [email protected]. Copies of the documents filed with the SEC by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com or by contacting RE/MAX Holdings’ investor relations contact at [email protected]. The information included on, or accessible through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this press release or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, RE/MAX Holdings, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned “Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities pursuant to Rule 144 under the U.S. Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian securities regulators on SEDI at www.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “RE/MAX Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please refer to the sections captioned “Corporate Governance,” “Director Compensation,” “Information about Executive Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Real management information circular and the proxy statement/prospectus and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act and otherwise in accordance with applicable Canadian securities laws.

About Real

Real (NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simple. The fast-growing company combines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With a presence in all 50 states throughout the U.S. and Canada, Real supports over 33,000 agents who use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at www.onereal.com.

The Real Brokerage is a real estate technology company and is not a bank. Banking services are provided by Thread Bank, Member FDIC. The Real Wallet Visa debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards are accepted.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507655254/en/

For additional information, please contact:

Loren Irwin

Director, Investor Relations and Financial Reporting

[email protected]

908.280.2515

For media inquiries, please contact:

[email protected]

201.564.4221

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Residential Building & Real Estate Commercial Building & Real Estate Other Technology Technology Construction & Property

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Logo

Posted on May 7, 2026 7:05 am
Peloton Announces Q3 FY2026 Financial Results

Delivered Year-over-Year Revenue Growth and Increases Expectation for Full Year FY26 Revenue and Free Cash Flow*

Net Income was
$26 million
. Adjusted EBITDA* was
$126 million
,
an increase of 41%
year-over-year.

Net Debt* was
$173 million
, a
reduction
of
70%
year-over-year.

NEW YORK, May 07, 2026 (GLOBE NEWSWIRE) — Peloton Interactive, Inc. today reported financial results for the quarter ended March 31, 2026.

Q3 FY2026 Financial Highlights

Total Revenue was $631 million, an increase of $7 million or 1% year-over-year and $6 million above our guidance range, primarily driven by outperformance in Connected Fitness equipment sales across both Peloton and Precor brands.

Ending Paid Connected Fitness Subscriptions were 2.662 million, a decrease of 218,000 or 7.6% year-over-year and in line with the midpoint of our guidance range.

Total Gross Margin was 51.9%, an increase of 90 bps year-over-year and 210 bps below our guidance due to opportunistic promotional activity in the quarter. Total Gross Profit was $327 million, an increase of $9 million or 3% year-over-year.

GAAP Net income was $26 million. Adjusted EBITDA* was $126 million, an increase of $37 million or 41% year-over-year and within our guidance range.

GAAP Net Cash provided by operating activities was $153 million. Free Cash Flow* was $151 million, an increase of $56 million or 59% year-over-year.

GAAP Total Debt was $1.299 billion. Net Debt* was $173 million, a decrease of $412 million or 70% year-over-year.

“In Q3 we made great progress on deepening our relationships with our Members, growing our opportunities to reach new Members globally, diversifying our revenue streams, and planting new seeds for future growth. At the same time we continue to strengthen our financial foundation, highlighted by revenue growth, a significant increase in Adjusted EBITDA, and a dramatic reduction in Net Debt,” said Peloton’s CEO & President, Peter Stern. “With the announcement of the Peloton Commercial Series and the recent launch of our global Spotify partnership, we are accelerating our evolution into a comprehensive, global wellness ecosystem.”

Recent Business Highlights

Announced the Commercial Series Tread and Bike, the first Peloton-branded heavy-duty equipment intended for high-use Commercial environments. Commercial Business Unit Revenue grew 14% year-over-year in Q3.

Launched a content licensing partnership with Spotify in April, distributing Peloton content to Spotify Premium Members in most countries where Spotify is available.

Pilates workouts increased 48% year-over-year in Q3, in part driven by Rebecca Kennedy’s HiLit Training Plan. 400,000 Members engaged with this plan in Q3.

Released Andy Speer’s 5-day Advanced Split, produced in German and Spanish, our first AI-dubbed programs which will enable us to efficiently scale future global expansion.

Outlook

Below is our outlook for Full Year fiscal 2026. We intend to provide further details on our outlook during today’s earnings conference call.

Full Year FY26 Outlook

Total Revenue outlook of $2.42 billion to $2.44 billion, representing a decrease of $61 million or 2% year-over-year at the midpoint and an increase to the midpoint of our guidance range provided last quarter.

Total Gross Margin outlook of approximately 52.5%, reflecting an increase of 160 bps year-over-year and a 50 bps decrease to our outlook provided last quarter.

Adjusted EBITDA outlook of $470 million to $480 million, representing an increase of $71 million or 18% year-over-year at the midpoint and in-line with our outlook provided last quarter.

Free Cash Flow expected to be in the vicinity of $350 million, an increase of $75 million from our minimum target provided last quarter.

Ending Paid Connected Fitness Subscriptions is expected to be in the range of 2.55 million to 2.57 million, representing a decrease of 240,000 or 8.6% year-over-year at the midpoint.

As Reported FY26 Range % Change (Midpoint)

Financial Results (dollars in millions) FY25 Low High Y/Y

Total Revenue $2,490.8 $2,420.0 $2,440.0 (2)%

Total Gross Margin ⁽¹⁾ 50.9% ~52.5% 160 bps

Adjusted EBITDA ⁽²⁾ $403.6 $470.0 $480.0 18%

Free Cash Flow ⁽³⁾ $323.7 ~$350.0 8%

User Metrics (in millions)

Ending Paid Connected Fitness Subscriptions 2.800 2.550 2.570 (8.6)%

_{____________________________________}

⁽¹⁾ ^{Beginning in the first quarter of 2026, the Company now assigns executive compensation and other corporate overhead costs associated with our corporate facilities to the various expense captions that these costs relate to. As a result, FY26 Total Gross Margin guidance is inclusive of assigned overhead costs and is not comparable to prior periods. Additionally the Company changed its measure of segment profitability to Segment Adjusted Gross profit, defined as Revenue less Adjusted Cost of revenue incurred by the segment, which is inclusive of allocated overhead costs, for all periods presented. For a reconciliation of Total Gross Margin for FY25 to the revised amount inclusive of allocated overhead costs, refer to the reconciliation tables in the section titled “Change in Segment Measure of Profitability.”}

⁽²⁾ ^{Please see the section titled “Non-GAAP Financial Measures—Adjusted EBITDA” for a reconciliation of Net loss to Adjusted EBITDA for FY25 and an explanation of why we consider Adjusted EBITDA to be a helpful measure for investors. A reconciliation of Adjusted EBITDA guidance to the most directly comparable GAAP financial measures cannot be provided without unreasonable efforts.}

⁽³⁾ ^{Please see the section titled “Non-GAAP Financial Measures—Free Cash Flow” for a reconciliation of Net cash provided by operating activities to Free Cash Flow for FY25 and an explanation of why we consider Free Cash Flow to be a helpful measure for investors. A reconciliation of Free Cash Flow guidance to the most directly comparable GAAP financial measures cannot be provided without unreasonable efforts.}

Q3 FY2026 Operating Metrics and Financial Summary

% Change

User Metrics Q3 FY25 Q2 FY26 Q3 FY26 Y/Y Q/Q

Members (in millions) ⁽¹⁾ 6.1 5.8 5.8 (5)% (1)%

Ending Paid Connected Fitness Subscriptions (in millions) ⁽¹⁾ 2.880 2.661 2.662 (8)% 0 %

Average Net Monthly Paid Connected Fitness Subscription Churn ⁽¹⁾ 1.2 % 1.9 % 1.2 % (10) bps (70) bps

Ending Paid App Subscriptions (in millions) ⁽¹⁾ 0.573 0.522 0.522 (9)% 0 %

Financial Results (dollars in millions)

Connected Fitness Products Revenue $ 205.5 $ 243.9 $ 202.9 (1)% (17)%

Subscription Revenue 418.5 412.6 428.0 2 % 4 %

Total Revenue $ 624.0 $ 656.5 $ 630.9 1 % (4)%

Connected Fitness Products Gross Profit $ 29.3 $ 34.0 $ 22.9 (22)% (33)%

Connected Fitness Products Gross Margin 14.3 % 13.9 % 11.3 % (300) bps (260) bps

Subscription Gross Profit $ 288.8 $ 297.3 $ 304.3 5 % 2 %

Subscription Gross Margin 69.0 % 72.1 % 71.1 % 210 bps (100) bps

Subscription Contribution Margin ⁽²⁾ 72.9 % 75.9 % 74.4 % 150 bps (160) bps

Total Gross Profit $ 318.1 $ 331.3 $ 327.3 3 % (1)%

Total Gross Margin 51.0 % 50.5 % 51.9 % 90 bps 140 bps

Total Operating Expenses $ 350.5 $ 345.6 $ 274.8 (22)% (20)%

Net (Loss) Income $ (47.7 ) $ (38.8 ) $ 26.4 155 % 168 %

Adjusted EBITDA ⁽²⁾ $ 89.4 $ 81.4 $ 126.2 41 % 55 %

Net Cash Provided by Operating Activities $ 96.7 $ 71.9 $ 152.7 58 % 113 %

Free Cash Flow⁽²⁾ $ 94.7 $ 71.0 $ 150.5 59 % 112 %

_{____________________________________}

⁽¹⁾ ^{For further information on these user metrics, please refer to the section titled “User Metrics Definitions.”}

⁽²⁾ ^{For a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, please refer to the reconciliation tables in the section titled “Non-GAAP Financial Measures.”}

Webcast and Conference Call Information

We will host a live call at 8:30 a.m. ET on Thursday, May 7, 2026 to discuss our financial results. To avoid delays, we encourage participants to register at least 15 minutes before the start of the call. A live webcast of the call and our earnings presentation will be available at https://investor.onepeloton.com/news-and-events/events, and a replay will be available on the investor relations page of our website for 30 days.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical fact, including, without limitation, statements regarding our expected financial results for the fourth quarter of and the full fiscal year 2026; the scope, impact and anticipated costs associated with the Original Series Bike+ recall; our execution of and timing of and the expected benefits from our restructuring initiatives and cost-saving measures; the cost savings and other efficiencies of expanding relationships with our third-party partners; the launch of new products and services; our new initiatives with retailer partners and our efforts to optimize our retail showroom footprint; the prices of our products and services; our future operating results and financial position, including our ability to achieve and maintain our Free Cash Flow, revenue, gross margin, adjusted EBITDA, and subscription targets; our profitability; our business strategy and plans and our ability to achieve them, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other important factors that could cause actual results to differ materially from those stated, including, without limitation: our ability to successfully execute our business strategy; our ability to achieve and maintain future profitability and positive free cash flow; our ability to attract and maintain Subscribers; our ability to accurately forecast consumer demand of our products and services and adequately manage our inventory; our ability to execute and achieve the expected benefits of our restructuring initiatives and other cost-saving measures on our anticipated timeline, and whether our efforts will result in further actions or additional asset impairment charges that adversely affect our business; our ability to effectively manage our growth and costs; our ability to anticipate consumer preferences and successfully develop and offer new products and services in a timely manner, and effectively manage the introduction of new or enhanced products and services; demand for our products and services and growth of the connected fitness and wellness markets; our ability to maintain the value and reputation of the Peloton brand; disruptions or failures of our information technology systems or websites, or those of third parties on whom we rely; our reliance on a limited number of suppliers, contract manufacturers, and logistics partners for our Connected Fitness Products; our lack of control over suppliers, contract manufacturers, and logistics partners for our Connected Fitness Products; our ability to predict our long-term performance and changes to our revenue as our business matures; any declines in sales of our Connected Fitness Products; the effects of increased competition in our markets and our ability to compete effectively; our dependence on third-party licenses for use of music in our content; actual or perceived defects in, or safety of, our products, including any impact the Original Series Bike+ recall, other product recalls, quality improvement or similar programs or legal or regulatory claims, proceedings or investigations involving our products; increases in component costs, long lead times, supply shortages or other supply chain disruptions; accidents, safety incidents or workforce disruptions; seasonality or other fluctuations in our quarterly results; our ability to generate class content; risks related to acquisitions or dispositions and our ability to integrate any such acquired companies into our operations and control environment, including Precor; risks related to expansion into international markets; risks related to payment processing, cybersecurity, or data privacy; risks related to artificial intelligence (“AI”) and our integration of AI into our products, services and business operations; risks related to our Peloton Apps and their ability to work with a range of mobile and streaming technologies, systems, networks, and standards; our ability to effectively price and market our Connected Fitness Products and subscriptions; any inaccuracies in, or failure to achieve, operational and business metrics or forecasts of market growth; our ability to maintain effective internal control over financial and management systems; impacts from warranty claims or product returns; our ability to maintain, protect, and enhance our intellectual property; our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally; risks related to changes in global trade policies, including our ability to mitigate the effects of tariffs and other non-tariff restrictions, such as taxes, quotas, local content rules, customs detentions and other protectionist measures, and our ability to obtain any tariff refunds or rebates; our reliance on third parties for computing, storage, processing and similar services and delivery and installation of our products; our ability to attract and retain highly skilled personnel and maintain our culture; risks related to our common stock and indebtedness; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission, as such risks and uncertainties may be updated in our filings with the Securities and Exchange Commission, which are available on the Investor Relations page of our website at https://investor.onepeloton.com/investor-relations and on the SEC website at www.sec.gov. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Our forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law.

Financial Tables

CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)

March 31, June 30,

2026 2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 1,126.3 $ 1,039.5

Accounts receivable, net 78.6 101.2

Inventories, net 175.8 205.6

Prepaid expenses and other current assets 57.8 91.3

Total current assets 1,438.5 1,437.6

Property and equipment, net of accumulated depreciation and amortization of $296.1 and $298.3, respectively 175.9 239.0

Intangible assets, net 0.2 5.6

Goodwill 44.0 41.2

Restricted cash 45.6 46.2

Operating lease right-of-use assets, net 295.6 338.9

Other assets 17.7 16.8

Total assets $ 2,017.4 $ 2,125.3

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses $ 351.3 $ 372.7

Deferred revenue and customer deposits 150.6 150.7

Current portion of debt 10.0 208.5

Operating lease liabilities, current 65.0 70.1

Other current liabilities 1.0 2.0

Total current liabilities 577.9 803.9

Convertible senior notes, net of current portion 344.6 343.6

Term loan, net of current portion 944.8 946.9

Operating lease liabilities, non-current 364.9 407.5

Other non-current liabilities 27.0 37.2

Total liabilities 2,259.3 2,539.1

Stockholders’ deficit

Common stock, $0.000025 par value; 2,500,000,000 and 2,500,000,000 shares of Class A common stock authorized, 416,920,442 and 390,579,270 shares of Class A common stock issued and outstanding as of March 31, 2026 and June 30, 2025, respectively; 2,500,000,000 and 2,500,000,000 shares of Class B common stock authorized, 15,836,724 and 15,837,270 shares of Class B common stock issued and outstanding as of March 31, 2026 and June 30, 2025, respectively. — —

Additional paid-in capital 5,343.8 5,183.8

Accumulated other comprehensive income 15.3 5.1

Accumulated deficit (5,601.0 ) (5,602.6 )

Total stockholders’ deficit (241.9 ) (413.8 )

Total liabilities and stockholders’ deficit $ 2,017.4 $ 2,125.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(in millions, except share and per share amounts)

Three Months Ended
March 31, Nine Months Ended
March 31,

2026 2025 2026 2025

Revenue:

Connected Fitness Products $ 202.9 $ 205.5 $ 599.3 $ 618.5

Subscription 428.0 418.5 1,239.0 1,265.4

Total revenue 630.9 624.0 1,838.3 1,883.9

Cost of revenue:

Connected Fitness Products 180.0 176.2 531.8 541.7

Subscription 123.6 129.8 364.1 402.0

Total cost of revenue 303.7 306.0 895.9 943.7

Gross profit 327.3 318.1 942.3 940.2

Operating expenses:

Sales and marketing 98.1 106.5 316.9 341.1

General and administrative 110.4 151.4 314.1 402.2

Research and development 58.8 59.6 185.9 178.4

Impairment expense 3.4 30.7 34.7 52.3

Restructuring expense 4.1 2.4 11.2 8.6

Supplier settlements — — — 23.5

Total operating expenses 274.8 350.5 862.8 1,006.0

Income (loss) from operations 52.5 (32.4 ) 79.5 (65.8 )

Other expense, net:

Interest expense (30.0 ) (32.6 ) (93.8 ) (102.6 )

Interest income 8.7 7.9 27.6 23.7

Foreign exchange (loss) gain (4.3 ) 10.3 (10.6 ) 6.6

Other expense, net — (0.1 ) (0.3 ) —

Total other expense, net (25.6 ) (14.5 ) (77.0 ) (72.3 )

Income (loss) before income taxes 26.9 (46.9 ) 2.5 (138.2 )

Income tax expense 0.4 0.8 0.9 2.3

Net income (loss) $ 26.4 $ (47.7 ) $ 1.6 $ (140.5 )

Net income (loss) attributable to Class A and Class B common stockholders $ 26.4 $ (47.7 ) $ 1.6 $ (140.5 )

Earnings (loss) per share:

Basic $ 0.06 $ (0.12 ) $ — $ (0.36 )

Diluted $ 0.06 $ (0.12 ) $ — $ (0.36 )

Weighted-average common shares outstanding:

Basic 428,911,447 394,010,264 421,053,209 385,954,344

Diluted 512,261,196 394,010,264 433,307,598 385,954,344

Other comprehensive income (loss):

Change in foreign currency translation adjustment 3.6 (15.8 ) 10.2 (12.7 )

Total other comprehensive income (loss) 3.6 (15.8 ) 10.2 (12.7 )

Comprehensive income (loss) $ 30.1 $ (63.5 ) $ 11.8 $ (153.2 )



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in millions)

Nine Months Ended March 31,

2026 2025

Cash Flows from Operating Activities:

Net income (loss) $ 1.6 $ (140.5 )

Adjustments to reconcile Net income (loss) to Net cash provided by operating activities:

Depreciation and amortization expense 45.7 68.8

Stock-based compensation expense 155.6 176.2

Non-cash operating lease expense 38.4 41.9

Amortization of debt discount and issuance costs 7.1 6.8

Impairment expense 34.7 52.3

Net foreign currency adjustments 10.6 (6.6 )

Changes in operating assets and liabilities:

Accounts receivable 22.4 10.0

Inventories 38.4 125.0

Prepaid expenses and other current assets 37.9 25.2

Other assets (1.0 ) 2.1

Accounts payable and accrued expenses (27.6 ) (79.5 )

Deferred revenue and customer deposits 0.1 (7.5 )

Operating lease liabilities, net (57.7 ) (64.1 )

Other liabilities (9.6 ) 5.6

Net cash provided by operating activities 296.5 215.9

Cash Flows from Investing Activities:

Capital expenditures (7.6 ) (4.6 )

Business combinations (2.2 ) —

Proceeds from sale of Peloton Output Park — 4.2

Net cash used in investing activities (9.8 ) (0.4 )

Cash Flows from Financing Activities:

Principal repayment of Term Loan (7.5 ) (7.5 )

Payment of principal on convertible notes (199.0 ) —

Proceeds from employee stock purchase plan withholdings 2.4 2.7

Proceeds from employee stock plans 0.5 7.0

Principal repayments of finance leases (0.3 ) (0.1 )

Net cash (used in) provided by financing activities (203.8 ) 2.1

Effect of exchange rate changes 3.2 (6.5 )

Net change in cash, cash equivalents, and restricted cash 86.1 211.1

Cash, cash equivalents, and restricted cash — Beginning of period 1,085.8 750.9

Cash, cash equivalents, and restricted cash — End of period $ 1,171.8 $ 961.9

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest $ 89.8 $ 92.9

Cash paid for income taxes $ 4.3 $ 4.0

Supplemental Disclosures of Non-Cash Investing and Financing Information:

Accrued and unpaid capital expenditures, including software $ 0.3 $ 0.7

Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. These non-GAAP financial measures have limitations as analytical tools in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Because of these limitations, Adjusted EBITDA, Subscription Contribution, Subscription Contribution Margin, Free Cash Flow, and Net Debt should be considered along with other operating and financial performance measures presented in accordance with GAAP.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below.

A reconciliation of the Company’s Adjusted EBITDA and Free Cash Flow guidance to the most directly comparable GAAP financial measures cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including net income (loss) and adjustments that are made for other expense (income), net, income tax expense (benefit), depreciation and amortization expense, stock-based compensation expense, restructuring expense, impairment expense, supplier settlements, product recall related matters, litigation and settlement expenses, and other adjustments reflected in our reconciliation of historical Adjusted EBITDA, the amounts of which could be material.

Adjusted EBITDA

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude: other expense (income), net; net (gains) losses on debt refinancing; income tax expense (benefit); depreciation and amortization expense; stock-based compensation expense; impairment expense; restructuring expense; product recall related matters; certain litigation and settlement expenses; supplier settlements; and other adjustment items that arise outside the ordinary course of our business.

We use Adjusted EBITDA as a measure of operating performance and the operating leverage in our business. We believe that this non-GAAP financial measure is useful to investors for period-to-period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, other expense (income), net, and provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired;

Our management uses Adjusted EBITDA in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance; and

Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our core operating results, and may also facilitate comparisons with other peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are, or may in the future be, as follows:

Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

Adjusted EBITDA excludes stock-based compensation expense, which has recently 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;

Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) interest and other income (expense), or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (3) income taxes, which may represent a reduction in cash available to us;

Adjusted EBITDA does not reflect gains (losses) associated with refinancing efforts that we have determined are outside of the ordinary course of business and are nonrecurring, infrequent or unusual based on factors such as the nature and strategy of the refinancing, as well as our frequency and past practice of performing refinancing activities;

Adjusted EBITDA does not reflect certain litigation expenses, consisting of legal settlements and related fees for specific proceedings that we have determined arise outside of the ordinary course of business and are nonrecurring, infrequent or unusual based on the following considerations which we assess regularly: (1) the frequency of similar cases that have been brought to date, or are expected to be brought within two years; (2) the complexity of the case; (3) the nature of the remedy(ies) sought, including the size of any monetary damages sought; (4) offensive versus defensive posture of us; (5) the counterparty involved; and (6) our overall litigation strategy. Following a change in practice beginning during the fiscal year ended June 30, 2022, we no longer adjust Adjusted EBITDA for costs from new patent litigation or consumer arbitration claims, unless we consider the matter to be nonrecurring, infrequent or unusual. We continue to adjust Adjusted EBITDA for historical patent infringement and consumer arbitration claims that were determined, prior to our change in practice, to be nonrecurring, infrequent, or unusual;

Adjusted EBITDA does not reflect acquisition-related costs, including transaction and integration costs;

Adjusted EBITDA does not reflect impairment charges and gains (losses) on disposals of fixed assets;

Adjusted EBITDA does not reflect costs associated with certain product recall related matters including adjustments to the return reserves, inventory write-downs, logistics costs associated with Member requests, the cost to move the recalled product for those that elect the option, subscription waiver costs of service, and recall-related hardware development and repair costs. We make adjustments for product recall related matters that we have determined arise outside of the ordinary course of business and are nonrecurring, infrequent or unusual based on factors including the nature of the product recall, our experience with similar product recalls at the time of such assessment, the impacts on us of the recall remedy and associated logistics, supply chain, and other externalities, as well as the expected consumer demand for such a remedy, and operational complexities in the design, regulatory approval and deployment of a remedy;

Adjusted EBITDA does not reflect costs associated with the Restructuring Plans;

Adjusted EBITDA does not reflect supplier settlements that are outside of the ordinary course of business and are nonrecurring, infrequent or unusual based on factors such as the nature of the settlements, as well as our frequency and past practice of performing refinancing activities; and

The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results and we may, in the future, exclude other significant, unusual expenses or other items from this financial measure. Because companies in our industry may calculate this measure differently than we do, its usefulness as a comparative measure can be limited.

Because of these limitations, Adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with GAAP.

The following table presents a reconciliation of Adjusted EBITDA to Net income (loss), the most directly comparable financial measure prepared in accordance with GAAP, for each of the periods indicated:

Three Months Ended
March 31, Three Months Ended December 31, Fiscal Year Ended June 30,

2026 2025 2025 2025

(in millions)

Net income (loss) $ 26.4 $ (47.7 ) $ (38.8 ) $ (118.9 )

Adjusted to exclude the following:

Total other expense, net 25.6 14.5 24.7 79.3

Income tax expense (benefit) 0.4 0.8 (0.2 ) 3.4

Depreciation and amortization expense 13.6 21.2 15.4 89.7

Stock-based compensation expense 52.7 67.6 54.6 228.8

Impairment expense 3.4 30.7 23.0 64.1

Restructuring expense 4.1 2.4 2.7 33.8

Supplier settlements — — — 23.5

Adjusted EBITDA $ 126.2 $ 89.4 $ 81.4 $ 403.6

Subscription Contribution and Subscription Contribution Margin

We define “Subscription Contribution” as Subscription Revenue less Subscription Cost of revenue, adjusted to exclude depreciation and amortization and stock-based compensation expenses included within Subscription Cost of revenue. Subscription Contribution Margin is calculated by dividing Subscription Contribution by Subscription Revenue.

We use Subscription Contribution and Subscription Contribution Margin to measure our ability to scale and leverage the costs of our Connected Fitness Subscriptions. We believe that these non-GAAP financial measures are useful to investors for period-to-period comparisons of our business and in understanding and evaluating our operating results because our management uses Subscription Contribution and Subscription Contribution Margin in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance.

The use of Subscription Contribution and Subscription Contribution Margin as analytical tools has limitations, and you should not consider these in isolation or as substitutes for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Subscription Contribution and Subscription Contribution Margin do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

Subscription Contribution and Subscription Contribution Margin exclude stock-based compensation expense, which has recently 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.

Because of these limitations, Subscription Contribution and Subscription Contribution Margin should be considered along with other operating and financial performance measures presented in accordance with GAAP.

The following table presents a reconciliation of Subscription Contribution and Subscription Contribution Margin to Subscription Gross Profit and Subscription Gross Margin, respectively, which are the most directly comparable financial measures prepared in accordance with GAAP, for each of the periods indicated:

Three Months Ended
March 31, Three Months Ended
December 31,

2026 2025 2025

(dollars in millions)

Subscription Revenue $ 428.0 $ 418.5 $ 412.6

Less: Subscription Cost of revenue 123.6 129.8 115.3

Subscription Gross Profit $ 304.3 $ 288.8 $ 297.3

Subscription Gross Margin 71.1 % 69.0 % 72.1 %

Add back:

Depreciation and amortization expense $ 4.0 $ 7.0 $ 4.4

Stock-based compensation expense 9.9 9.2 11.6

Subscription Contribution $ 318.3 $ 304.9 $ 313.3

Subscription Contribution Margin 74.4 % 72.9 % 75.9 %

Free Cash Flow

We define Free Cash Flow as Net cash provided by (used in) operating activities less Capital expenditures. Free Cash Flow reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows.

The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. For example, Free Cash Flow does not incorporate payments made for purchases of marketable securities or principal repayments on our debt, which reduces cash available to us. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.

The following table presents a reconciliation of Free Cash Flow to Net cash provided by operating activities, the most directly comparable financial measure prepared in accordance with GAAP, for each of the periods indicated:

Three Months Ended
March 31, Three Months Ended
December 31, Fiscal Year Ended June 30,

2026 2025 2025 2025

(in millions)

Net cash provided by operating activities $ 152.7 $ 96.7 $ 71.9 $ 333.0

Capital expenditures (2.2 ) (2.1 ) (0.9 ) (9.3 )

Free Cash Flow $ 150.5 $ 94.7 $ 71.0 $ 323.7

Net Debt

We define Net Debt as Total debt less Cash and cash equivalents. Total debt consists of the carrying amount of Current portion of debt, Convertible senior notes, net of current portion, and Term loan, net of current portion, on our Condensed Consolidated Balance Sheets, which includes unamortized debt discount and issuance costs. Net Debt reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our capital structure and balance sheet leverage.

Net Debt has limitations as an analytical tool and may vary from similarly titled measures used by other companies. Because of this, Net Debt should not be considered in isolation or as a substitute for an analysis of our financial measures prepared and presented in accordance with GAAP.

The following table presents a reconciliation of Net Debt to Total debt, the most comparable financial measure prepared in accordance with GAAP, for each of the periods indicated:

March 31,

2026 2025

(in millions)

Current portion of debt $ 10.0 $ 208.2

Convertible senior notes, net of current portion 344.6 343.3

Term loan, net of current portion 944.8 947.6

Total debt 1,299.4 1,499.2

Less: Cash and cash equivalents 1,126.3 914.3

Net Debt $ 173.1 $ 584.9

Gross Principal Debt Outstanding, Net of Cash and cash equivalents, Gross Leverage Ratio, and Net Leverage Ratio

Gross principal debt outstanding consists of the gross principal amount outstanding on Total debt, which excludes unamortized debt discount and issuance costs. We define Gross principal debt outstanding, net of cash and cash equivalents as Gross principal debt outstanding less Cash and cash equivalents. This metric reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our capital structure and balance sheet leverage.

Our Gross Leverage Ratio is defined as Gross principal debt outstanding divided by Adjusted EBITDA for the trailing twelve months ended March 31, 2026 and 2025, respectively (“Trailing Twelve Month Adjusted EBITDA”). Our Net Leverage Ratio is defined as Gross principal debt outstanding, net of cash and cash equivalents divided by our Trailing Twelve Month Adjusted EBITDA. Trailing Twelve Month Adjusted EBITDA is computed by summing our reported Adjusted EBITDA for the trailing four fiscal quarters. We believe that our Gross Leverage Ratio and Net Leverage Ratio are useful measures to management and investors in understanding trends in our overall financial condition.

These metrics have limitations as an analytical tool and may vary from similarly titled measures used by other companies. Because of this, they should not be considered in isolation or as a substitute for an analysis of our financial measures prepared and presented in accordance with GAAP.

The following table presents a reconciliation of Adjusted EBITDA to Net income (loss), the most directly comparable financial measure prepared in accordance with GAAP, for each of the periods indicated, a reconciliation of Gross principal debt outstanding, net of cash and cash equivalents to Gross principal debt outstanding, the most comparable financial measure prepared in accordance with GAAP, for each of the periods indicated, and the computation of our Gross Leverage Ratio and Net Leverage Ratio:

Trailing Twelve Months Ended March 31,

2026 2025

(dollars in millions)

Net income (loss) $ 23.2 $ (171.0 )

Adjusted to exclude the following:

Total other expense, net 84.0 93.0

Net gain on debt refinancing — (53.6 )

Income tax expense 1.9 2.5

Depreciation and amortization expense 66.5 94.6

Stock-based compensation expense 207.3 281.7

Impairment expense 46.5 62.9

Restructuring expense 36.4 5.8

Supplier settlements — 23.2

Product recall related matters — (5.8 )

Litigation and settlement expenses — 0.6

Adjusted EBITDA⁽¹⁾ $ 465.8 $ 333.9

Gross principal debt outstanding $ 1,332.5 $ 1,541.5

Less: Cash and cash equivalents 1,126.3 914.3

Gross principal debt outstanding, net of cash and cash equivalents $ 206.2 $ 627.2

Gross Leverage Ratio⁽²⁾ 2.9 x 4.6 x

Net Leverage Ratio⁽²⁾ 0.4 x 1.9 x

_{____________________________________}

⁽¹⁾ ^{See section titled “Non-GAAP Financial Measures—Adjusted EBITDA” for further information on this non-GAAP financial measure.}

⁽²⁾ ^{Gross Leverage Ratio is calculated as Gross principal debt outstanding divided by Adjusted EBITDA, and Net Leverage Ratio is calculated as Gross principal debt outstanding, net of cash and cash equivalents divided by Adjusted EBITDA.}

User Metrics Definitions

Members

Members includes any individual who has a Peloton account through a Paid Connected Fitness Subscription or a Paid App Subscription, inclusive of the Peloton App+, App One, Strength+, and Breathwrk Memberships (the “Peloton Apps”), and engages in one or more workouts in the trailing 12-month period.

Ending Paid Connected Fitness Subscriptions

Ending Paid Connected Fitness Subscriptions includes all Connected Fitness Subscriptions for which we are currently receiving payment (a successful credit card billing or prepaid subscription credit or waiver). We do not include paused Connected Fitness Subscriptions in our Ending Paid Connected Fitness Subscription count.

Average Net Monthly Paid Connected Fitness Subscription Churn

To align with the definition of Ending Paid Connected Fitness Subscriptions above, our quarterly Average Net Monthly Paid Connected Fitness Subscription Churn is calculated as follows: Paid Connected Fitness Subscriber “churn count” in the quarter, divided by the average number of beginning Paid Connected Fitness Subscribers each month, divided by three months. “Churn count” is defined as quarterly Connected Fitness Subscription churn events minus Connected Fitness Subscription unpause events minus Connected Fitness Subscription reactivations.

We refer to any cancellation or pausing of a subscription for our All-Access Membership as a churn event. Because we do not receive payment for paused Connected Fitness Subscriptions, a paused Connected Fitness Subscription is treated as a churn event at the time the pause goes into effect, which is the start of the next billing cycle. An unpause event occurs when a pause period elapses without a cancellation and the Connected Fitness Subscription resumes, and is therefore counted as a reduction in our churn count in that period. Our churn count is shown net of reactivations and our quarterly Average Net Monthly Paid Connected Fitness Subscription Churn metric averages the monthly Connected Fitness churn percentage across the three months of the reported quarter.

Ending Paid App Subscriptions

Ending Paid App Subscriptions includes all subscriptions to our Peloton Apps for which we are currently receiving payment. Starting in fiscal 2026, we no longer report on Average Monthly Paid App Subscription Churn.

Change In Segment Measure Of Profitability

Beginning in the first quarter of 2026, the Company changed its measure of segment profitability to Segment Adjusted Gross profit to better align with the manner in which our chief operating decision maker evaluates segment performance and makes resource allocation decisions. Segment Adjusted Gross profit is defined as Revenue less Adjusted Cost of revenue incurred by the segment. Adjusted Cost of revenue includes costs directly related to the function of each segment, including certain corporate overhead costs, such as a portion of depreciation, rent and occupancy charges related to the Company’s corporate facilities, and personnel-related expenses for certain executives and departments (“Allocated overhead costs”).

For comparability purposes, the Company is providing supplemental historical segment financial information to reflect the new segment measure of profitability, which is reflected within the Company’s FY26 reported amounts, and Full Year FY26 outlook:

FY25

As Reported Allocated overhead costs Segment Adjusted Gross profit

(dollars in millions)

Gross Profit:

Connected Fitness Products $ 111.2 $ (14.8 ) $ 96.4

Subscription 1,157.1 (17.4 ) 1,139.7

Total Gross profit $ 1,268.3 $ (32.2 ) $ 1,236.1

Total Gross Margin 50.9 % 49.6 %

A reconciliation between reportable Total Gross Profit to consolidated Loss before income taxes is as follows:

FY25

(in millions)

Total Segment Adjusted Gross profit $ 1,236.1

Allocated overhead costs (32.2 )

Total Gross Profit (As Reported) $ 1,268.3

Sales and marketing (421.6 )

General and administrative (527.3 )

Research and development (234.2 )

Impairment expense (64.1 )

Restructuring expense (33.8 )

Supplier settlements (23.5 )

Total other expense, net (79.3 )

Loss before income taxes $ (115.6 )

Posted on May 7, 2026 7:04 am
BlackSky Reports First Quarter 2026 Results

BlackSky Reports First Quarter 2026 Results

BlackSky Wins New Contracts Valued up to $160 Million

Gen-3 Unlocking Revenue Growth Driving Accelerated Contribution Performance

Company Raises Full Year Guidance

HERNDON, Va.–(BUSINESS WIRE)–
BlackSky Technology Inc. (“BlackSky” or the “Company”) (NYSE: BKSY) announced results for the first quarter ended March 31, 2026.

“With up to $160 million in new contract wins, we are rapidly growing revenues driven by the demand for Gen-3 space-based intelligence and AI services,” said Brian E. O’Toole, BlackSky CEO. “We are raising our guidance for the year based on strong year-to-date sales performance, in-year revenue visibility, and accelerated demand for best-in-class Gen-3 solutions in our pipeline.”

First Quarter Financial Highlights:

Total revenue of $21 million

Space-based intelligence & AI services revenue grew 14% as compared to the prior quarter

Cash balance of $118 million as of March 31, 2026

Recent Highlights

Secured a $25 million multi-year subscription contract with a major international Ministry of Defense to provide Assured access to best-in-class 35cm space-based imagery and AI analytics

Major international defense customer rapidly scaled from Gen-3 pilot to nearly $30 million annual subscription contract for Assured access to real-time, space-based tactical ISR capabilities

Awarded a multi-year sole-source IDIQ contract valued up to $99 million the Air Force Research Lab to develop a highly advanced large aperture Earth observation payload

Won a $5 million subscription contract with a new government customer for novel Gen-2 mission applications

Awarded a seven-figure multi-year contract renewal with the U.S. government to continue the delivery of non-Earth imaging services

Signed a seven-figure contract extension with an international customer to continue providing access to BlackSky’s Assured subscription services to meet customer’s mission-critical needs

Secured a seven-figure renewal award under NGA Luno contract

Secured next wave of Gen-3 On-Demand subscription customers

Successfully deployed fourth Gen-3 satellite, which began delivering very-high resolution images within hours from launch and rapidly entered commercial operations in less than one week

Next Gen-3 satellite ready to be shipped

Financial Results

Revenues

Total revenue for the first quarter of 2026 was $20.8 million, compared to $29.5 million in the first quarter of 2025. The difference reflects the benefit in the first quarter of 2025 of $9.0 million related to a program milestone of a new mission solutions contract.

Cost of Sales⁽¹⁾

Total cost of sales as a percentage of revenue improved to 35% for the first quarter of 2026, compared to 43% for the first quarter of 2025. The year-over-year improvement was primarily driven by a greater mix of high-margin space-based intelligence and AI services as a percentage of total revenue.

Operating Expenses

Operating expenses for the first quarter of 2026 were $32.0 million, which included $3.9 million of non-cash stock-based compensation expense and $9.2 million in depreciation and amortization expenses. Operating expenses for the first quarter of 2025 were $28.9 million, which included $2.8 million in non-cash stock-based compensation expense and $7.2 million in depreciation and amortization expenses. Excluding the non-cash stock-based compensation and depreciation and amortization expenses from both years, cash operating expenses⁽²⁾ for the first quarter of 2026 remained flat compared to the prior year quarter at $18.9 million.

Net Loss

Net loss for the first quarter of 2026 was $29.7 million, compared to a net loss of $12.8 million for the first quarter of 2025. The year-over-year increase in net loss of $16.9 million was primarily due to changes in the gain/(loss) on derivatives, which are driven by fluctuations in the Company’s equity warrants and other equity instruments that are measured at fair value and driven by the Company’s common stock price.

Adjusted EBITDA⁽²⁾

Adjusted EBITDA for the first quarter of 2026 was a loss of $5.1 million, compared to an adjusted EBITDA loss of $0.6 million for the first quarter of 2025. The year-over-year increase of $4.5 million was primarily due to the variance in revenues related to the one-time benefit in the first quarter of 2025 from a mission solutions contract.

Balance Sheet & Capital Expenditures

As of March 31, 2026, cash and cash equivalents, restricted cash, and short-term investments totaled $117.5 million. During the quarter, the Company continued to achieve major milestones across multiple contracts that triggered invoicing of prior unbilled receivables, which reduced unbilled contract assets to approximately $24.2 million from $28.6 million at the end of the fourth quarter of 2025. Capital expenditures for the first quarter of 2026 were $15.8 million.

⁽¹⁾ Cost of sales is defined as space-based intelligence & AI services costs, excluding depreciation and amortization, mission solutions costs, excluding depreciation and amortization, and advanced technology programs costs, excluding depreciation and amortization.

⁽²⁾ Non-GAAP financial measure. See “Non-GAAP Financial Measures” below and reconciliation table at the end of this press release.

2026 Outlook

As a result of the strong year-to-date sales performance, improved in-year revenue visibility, and accelerated demand for Gen-3 solutions, the Company is raising its full year 2026 outlook for revenue and Adjusted EBITDA. Revenue is now expected to be between $130 million and $150 million, which represents a year-over-year revenue growth of over 30% at the midpoint of this range. Adjusted EBITDA is now expected to be between $12 million and $24 million. The Company is maintaining its full year 2026 outlook for capital expenditures of between $50 million and $60 million.

BlackSky has not reconciled its non-GAAP financial outlook to the most directly comparable GAAP measures because certain reconciling items, such as stock-based compensation expenses, change in fair value of warrant liabilities, and depreciation and amortization are uncertain or out of BlackSky’s control and cannot be reasonably predicted. The actual amount of these expenses will have a significant impact on BlackSky’s future GAAP financial results. Accordingly, a reconciliation of BlackSky’s non-GAAP outlook to the most comparable GAAP measures is not available without unreasonable efforts.

Investment Community Conference Call

BlackSky will host a conference call and webcast for the investment community this morning at 8:30 a.m. EDT. Senior management will review the first quarter results, discuss BlackSky’s business, and answer questions. To access the live webcast, please visit the Company’s investor relations website at http://ir.blacksky.com and then select “News & Events”. A presentation accompanying the webcast can also be found on the investor relations website. The webcast and conference call will be archived on the investor relations website following completion of the call.

About BlackSky

BlackSky is a real-time, space-based intelligence company that delivers on-demand, high-frequency imagery, analytics, and high-frequency monitoring of the most critical and strategic locations, economic assets, and events in the world. BlackSky owns and operates one of the industry’s most advanced, purpose-built commercial, real-time intelligence system that combines the power of the BlackSky Spectra^®tasking and analytics software platform and our proprietary low earth orbit satellite constellation.

With BlackSky, customers can see, understand and anticipate changes for a decisive strategic advantage at the tactical edge, and act not just fast, but first. BlackSky is trusted by some of the most demanding U.S. and international government agencies, commercial businesses, and organizations around the world. BlackSky is headquartered in Herndon, VA, and is publicly traded on the New York Stock Exchange as BKSY. To learn more, visit www.blacksky.com and follow us on X (Twitter).

Non-GAAP Financial Measures

Adjusted EBITDA is defined as net income or loss attributable to BlackSky before interest income, interest expense, income taxes, depreciation and amortization, as well as significant non-cash and/or non-recurring expenses as our management believes these items are not as useful in evaluating the Company’s core operating performance. These items include, but are not limited to, stock-based compensation expense; unrealized (gain) loss on certain warrants/shares classified as derivative liabilities; loss on debt extinguishment; non-recurring transaction costs; litigation, settlements, and related costs; severance; and impairment, obsolescence, and asset disposals. Cash operating expenses is defined as operating expenses less stock-based compensation expense for selling, general, and administrative costs, and depreciation and amortization expense. The Company believes evaluating cash operating expenses is useful to manage expenses as it excludes non-cash items that may obscure the underlying business performance.

Adjusted EBITDA and cash operating expenses are non-GAAP financial performance measures. These measures should not be considered in isolation or as an alternative to measures determined in accordance with GAAP. Please refer to the schedule herein and our filings with the U.S. Securities and Exchange Commission (the “SEC”) for a reconciliation of adjusted EBITDA to net loss, the most comparable measure reported in accordance with GAAP, and for a discussion of the presentation, comparability, and use of adjusted EBITDA. Please refer to the schedule herein for a reconciliation of cash operating expenses to operating expenses, the most comparable measure reported in accordance with GAAP, and this press release for a discussion of the use of cash operating expenses.

Forward-Looking Statements

Certain statements and other information included in this press release constitute forward-looking statements under applicable securities laws. Words such as “may”, “will”, “could”, “should”, “would”, “plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate”, “future”, “opportunity”, “will likely result”, or “expect” and other words, terms, and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than statements of historical fact, contained in this press release, including statements as to future performance, our guidance outlook for the year, expected revenues and expected capital expenditures, our ability to sustain revenue growth, expectations regarding the receipt of cash from customers over the next 12 months, expectations regarding global demand for our products and services, expectation regarding fulfillment of contracts with U.S. government customers and other government customers due to budget uncertainties, our anticipated liquidity and cash flows, our anticipated Gen-3 satellite launch timing, demand for Gen-3 solutions, and our expectations related to future profitability on an adjusted basis, are forward-looking statements.

Forward-looking statements are subject to various risks and uncertainties, which could cause actual results to differ materially from the anticipated results or expectations expressed in this press release. As a result, although BlackSky’s management believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because BlackSky can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, factors such as long and unpredictable sales cycles, customer demand, U.S. government budget uncertainties, and our ability to estimate resources for fixed-price contracts, expenses, and other operational and liquidity needs, as well as the risk factors discussed in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, and other disclosures about BlackSky and its business included in BlackSky’s disclosure materials filed from time to time with the SEC, which are available on the SEC’s website at www.sec.gov or on BlackSky’s Investor Relations website at ir.blacksky.com.

The forward-looking statements contained in this press release are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this press release and speak only as of such date. BlackSky disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information or future events, except as may be required under applicable securities law.

BLACKSKY TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Revenue

Space-based intelligence & AI services

$

16,519

$

16,829

Mission solutions

2,009

9,842

Advanced technology programs

2,246

2,873

Total revenue

20,774

29,544

Costs and expenses

Space-based intelligence & AI services costs, excluding depreciation and amortization

4,924

3,818

Mission solutions costs, excluding depreciation and amortization

1,216

6,847

Advanced technology programs costs, excluding depreciation and amortization

1,192

1,935

Selling, general and administrative

22,562

21,442

Research and development

170

245

Depreciation and amortization

9,247

7,236

Total costs and expenses

39,311

41,523

Operating loss

(18,537

)

(11,979

)

(Loss) gain on derivatives

(8,217

)

1,901

Interest income

1,024

573

Interest expense

(3,932

)

(3,343

)

Other (expense) income, net

(1

)

65

Loss before income taxes

(29,663

)

(12,783

)

Income tax expense

—

(30

)

Net loss

(29,663

)

(12,813

)

Other comprehensive income

—

—

Total comprehensive loss

$

(29,663

)

$

(12,813

)

Basic and diluted loss per share of common stock:

Net loss per share of common stock

$

(0.82

)

$

(0.42

)

Weighted average common shares outstanding – basic and diluted

36,153

30,814

BLACKSKY TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except par value)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$

39,382

$

42,445

Restricted cash

2,027

1,103

Short-term investments

76,139

82,006

Accounts receivable, net of allowance of $0 and $50, respectively

24,612

34,139

Contract assets

24,168

28,595

Inventories

6,178

6,178

Prepaid expenses and other current assets

12,765

12,329

Total current assets

185,271

206,795

Property and equipment – net

95,579

79,037

Operating lease right of use assets – net

3,262

3,418

Goodwill

10,279

10,279

Intangible assets – net

3,868

4,422

Satellite work in process

72,371

80,651

Other assets

1,118

1,644

Total assets

$

371,748

$

386,246

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable and accrued liabilities

$

12,495

$

14,945

Contract liabilities – current

19,859

20,518

Debt – current portion

9,257

7,937

Other current liabilities

11,973

16,061

Total current liabilities

53,584

59,461

Operating lease liabilities

7,502

7,579

Derivative liabilities

28,865

20,648

Long-term debt – net of current portion

193,402

193,180

Other liabilities

7,590

10,503

Total liabilities

290,943

291,371

Stockholders’ equity:

Class A common stock, $0.0001 par value-authorized, 300,000 shares; issued, 37,064 and 36,227 shares; outstanding, 36,767 shares and 35,930 shares as of March 31, 2026 and December 31, 2025, respectively.

4

4

Additional paid-in capital

836,912

821,319

Accumulated deficit

(756,111

)

(726,448

)

Total stockholders’ equity

80,805

94,875

Total liabilities and stockholders’ equity

$

371,748

$

386,246

BLACKSKY TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

$

(29,663

)

$

(12,813

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

9,247

7,236

Operating lease right of use assets amortization

156

156

Stock-based compensation expense

4,105

2,897

Amortization of debt issuance costs and non-cash interest expense

229

2,419

Loss (gain) on derivatives

8,217

(1,901

)

Non-cash interest income

(552

)

(412

)

Other

(45

)

52

Changes in operating assets and liabilities:

Accounts receivable

9,571

6,759

Contract assets – current and long-term

4,471

(11,049

)

Inventories

—

5,997

Prepaid expenses and other current assets

(400

)

351

Other assets

119

10

Accounts payable and accrued liabilities

(316

)

(7,268

)

Other current liabilities

(3,923

)

567

Contract liabilities – current and long-term

(3,572

)

34,256

Other liabilities

—

(12

)

Net cash (used in) provided by operating activities

(2,356

)

27,245

Cash flows from investing activities:

Purchase of property and equipment

(3,866

)

(4,465

)

Satellite work in process

(11,885

)

(4,418

)

Purchases of short-term investments

(28,831

)

(28,259

)

Proceeds from maturities of short-term investments

35,250

13,000

Net cash used in investing activities

(9,332

)

(24,142

)

Cash flows from financing activities:

Proceeds from equity issuances, net of equity issuance costs

14,269

5,118

Proceeds from options exercised and ESPP shares purchased

7

—

Repayments of debt

(1,688

)

—

Payments for debt issuance costs

—

(175

)

Withholding tax payments on vesting of restricted stock units

(3,039

)

(492

)

Payments for deferred offering costs

—

(31

)

Net cash provided by financing activities

9,549

4,420

Net (decrease) increase in cash, cash equivalents, and restricted cash

(2,139

)

7,523

Cash, cash equivalents, and restricted cash – beginning of year

43,548

14,378

Cash, cash equivalents, and restricted cash – end of period

$

41,409

$

21,901

BLACKSKY TECHNOLOGY INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(unaudited)

(in thousands)

Three Months Ended March 31,

2026

2025

Net loss

$

(29,663

)

$

(12,813

)

Interest income

(1,024

)

(573

)

Interest expense

3,932

3,343

Income tax expense

—

30

Depreciation and amortization

9,247

7,236

Loss (gain) on derivatives

8,217

(1,901

)

Stock-based compensation expense

4,105

2,897

Severance

72

326

Litigation, settlements, and related costs

18

138

Non-recurring transaction costs

—

656

Impairment and asset disposals

—

44

Adjusted EBITDA

$

(5,096

)

$

(617

)

BLACKSKY TECHNOLOGY INC.

RECONCILIATION OF OPERATING EXPENSES TO CASH OPERATING EXPENSES

(unaudited)

(in thousands)

Three Months Ended March 31,

2026

2025

Operating expenses

$

31,979

$

28,923

Depreciation and amortization

(9,247

)

(7,236

)

Stock-based compensation for selling, general and administrative costs

(3,927

)

(2,757

)

Cash operating expenses

$

18,805

$

18,930

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507850624/en/

Investor Contact

Aly Bonilla

VP, Investor Relations

[email protected]

571-591-2864

Media Contact

Pauly Cabellon

Senior Director, External Communications

[email protected]

571-591-2865

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: Software Contracts Hardware Data Management Technology Defense Satellite Government Technology Engineering Aerospace Other Technology Manufacturing

MEDIA:

Logo

Posted on May 7, 2026 7:04 am
CECO Environmental Announces Upcoming Investor Conferences

ADDISON, Texas, May 07, 2026 (GLOBE NEWSWIRE) — CECO Environmental Corp. (Nasdaq: CECO), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment and industrial equipment, today announces that CECO management will participate in the following investor conferences:

May 28, 2026 – 23rd Annual Craig-Hallum Institutional Investor Conference

June 11, 2026 – 16^th Annual Wells Fargo Industrials & Materials Conference

June 11, 2026 – 16^th Annual East Coast IDEAS Conference

The presentations will be available on the Investor Relations section of the Company’s website www.cecoenviro.com.

ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading environmentally focused, diversified industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets globally through its key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise, CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom solutions for applications in power generation, petrochemical processing, refining, midstream gas transport and treatment, electric vehicle and battery production, metals and mineral processing, polysilicon production, battery recycling, beverage can production, and produced and oily water/wastewater treatment along with a wide range of other industrial applications. CECO is listed on Nasdaq under the ticker symbol “CECO.” Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please visit www.cecoenviro.com.

CECO Environmental Investor Contact:

Marcio Pinto
Vice President – Financial Planning & Investor Relations
888-990-6670
[email protected]

Steven Hooser and Jean Marie Young
Three Part Advisors
214-872-2710
[email protected]

CECO Environmental Media and Communication Contact:

Rachael Gallodoro
214-350-2992
[email protected]

Posted on May 7, 2026 7:04 am
Stratasys Releases First Quarter 2026 Financial Results

Stratasys Releases First Quarter 2026 Financial Results

Revenue of $132.7 million, compared to $136.0 million in the prior year period

GAAP net loss of $23.8 million, or ($0.28) per diluted share, and non-GAAP net loss of $1.3 million, or ($0.01) per diluted share

Adjusted EBITDA of $2.0 million, compared to $8.2 million in the prior year period, primarily due to the impact of foreign exchange rates and tariffs

Positive operating cash flow of $2.4 million, compared to $4.5 million in the prior year period

$237.8 million in cash, equivalents and short-term deposits and no debt

Reiterates 2026 Outlook

MINNETONKA, Minn. & REHOVOT, Israel–(BUSINESS WIRE)–
Stratasys Ltd. (Nasdaq: SSYS), (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today announced its financial results for the first quarter ended March 31, 2026.

“Our first quarter results reflect the resilience of our operating model in a measured spending environment, demonstrated by positive adjusted EBITDA and operating cash flow,” said Dr. Yoav Zeif, CEO of Stratasys. “Recurring revenue from consumables and customer support continued to provide stability, while Stratasys Direct delivered strong 23% organic growth year-over-year across a diverse range of industrial applications, led by drone customers. As we look forward, our current pipeline in high requirement applications, especially in defense, continues to build as we gain confidence in our ability to win prominent contracts in 2026 and beyond.”

Summary – First Quarter 2026 Financial Results Compared to First Quarter 2025:

Revenue of $132.7 million compared to $136.0 million.

GAAP gross margin of 41.7%, compared to 44.3%.

Non-GAAP gross margin of 46.3%, compared to 48.3%.

GAAP operating loss of $26.5 million, compared to a GAAP operating loss of $12.4 million.

Non-GAAP operating loss of $3.2 million, compared to non-GAAP operating income of $3.0 million.

GAAP net loss of $23.8 million, or ($0.28) per diluted share, compared to a net loss of $13.1 million, or ($0.18) per diluted share.

Non-GAAP net loss of $1.3 million, or ($0.01) per diluted share, compared to non-GAAP net income of $2.9 million, or $0.04 per diluted share.

Adjusted EBITDA of $2.0 million, compared to $8.2 million.

Cash provided by operating activities of $2.4 million, compared to $4.5 million in the prior year period.

Financial Outlook:

The Company is reaffirming its outlook for 2026, as set forth below, which is based on current market conditions and assumes that the impacts of global inflationary pressures, relatively high interest rates, exchange rates, increased tariffs and other supply chain costs do not impede economic activity further.

Full year revenue growing to a range of $565 million to $575 million, improving sequentially through the year.

Based on current logistics and materials costs, full year non-GAAP gross margins of 46.7% to 47.1%, including approximately $7 million of adverse impact from tariffs and foreign exchange rates relative to 2025.

Full year non-GAAP operating expenses ranging from $260 million to $262 million, including approximately $10 million of adverse impact from changes in foreign exchange rates.

Full year non-GAAP operating margins in a range of 0.7% to 1.5%.

GAAP net loss of $83 million to $67 million, or ($0.95) to ($0.76) per diluted share.

Non-GAAP net income of $8 million to $12.5 million, or $0.09 to $0.14 per diluted share.

Adjusted EBITDA of $25 million to $30 million, with Adjusted EBITDA margin of 4.5% to 5.0%.

Capital expenditures of $20 million to $25 million.

Expects to generate positive operating cash flow subject to uncertainty related to foreign exchange rates and tariffs.

Appropriate reconciliations between historical GAAP and non-GAAP financial measures, as well as between the GAAP and non-GAAP financial measures included in our financial outlook for 2026, are provided in the tables at the end of our press release and slide presentation, with itemized detail concerning the non-GAAP financial measures. We have not included, however, guidance for 2026 for GAAP gross margin or GAAP operating expenses, or a reconciliation of our guidance for 2026 for non-GAAP gross margins or non-GAAP operating expenses to the most directly comparable GAAP financial measures (i.e., GAAP gross margin or GAAP operating expenses, respectively), as the information needed to provide that GAAP guidance and that reconciliation is not available to us without unreasonable effort or with reasonable certainty from a quantitative perspective. We expect that the foregoing missing information related to our outlook on a GAAP basis for 2026 is likely to result in significant changes relative to our non-GAAP outlook in respect of the subject financial measures.

Stratasys Ltd. First Quarter 2026 Webcast and Conference Call Details

The Company plans to webcast its conference call to discuss its first quarter 2026 financial results on Thursday, May 7, 2026, at 8:30 a.m. (ET).

The investor conference call will be available via live webcast on the Stratasys Web site at investors.stratasys.com, or directly at the following web address:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=jBx4uZ5o

To participate by telephone, the U.S. toll-free number is 877-407-0619 and the international dial-in is +1-412-902-1012. Investors are advised to dial into the call at least ten minutes prior to the call to register. The webcast will be available for six months at investors.stratasys.com, or by accessing the above-provided web address.

Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

The statements in this press release regarding Stratasys’ strategy, and the statements regarding its projected future financial performance, including the financial guidance concerning its expected results for 2026 and beyond, are forward-looking statements reflecting management’s current expectations and beliefs. These forward-looking statements are based on current information that is, by its nature, subject to rapid and even abrupt change. Due to risks and uncertainties associated with Stratasys’ business, actual results could differ materially from those projected or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the extent of our success at introducing new or improved products and solutions that gain market share; the extent of growth of the 3D printing market generally; the global macro-economic environment, including the impact of increased and/or reciprocal import tariffs that have been imposed by the U.S. and other countries, and of higher energy costs due to the U.S.-Iranian conflict; global trends involving inflation, interest rates, economic activity and currency exchange rates, and their impact on the additive manufacturing industry, our company and our customers, in particular; changes in our overall strategy, including as related to any restructuring activities and our capital expenditures; the impact of potential shifts in the prices or margins of the products that we sell or services that we provide, including due to a shift towards lower margin products or services; the impact of competition and new technologies; potential further charges against earnings that we could be required to take due to impairment of additional goodwill or other intangible assets; the extent of our success at successfully consummating and integrating into our existing business acquisitions or investments in new businesses, technologies, products or services, the potential adverse impact of global interruptions and delays involving freight carriers and other third parties on our supply chain and distribution network; global market, political and economic conditions, and in the countries in which we operate in particular; potential adverse effects of Israel’s wars against Iran and its sponsored terrorist organizations Hamas, Hezbollah, and, intermittently, the Houthi terrorist group in Yemen; costs and potential liability relating to litigation and regulatory proceedings; risks related to infringement of our intellectual property rights by others or infringement of others’ intellectual property rights by us; the extent of our success at maintaining our liquidity and financing our operations and capital needs; the impact of tax regulations on our results of operations and financial condition; and those additional factors referred to in Item 3.D “Key Information – Risk Factors”, Item 4, “Information on the Company”, Item 5, “Operating and Financial Review and Prospects,” and all other parts of our Annual Report on Form 20-F for the year ended December 31, 2025, which we filed with the U.S. Securities and Exchange Commission, or SEC, on March 5, 2026 (the “2025 Annual Report”). Readers are urged to carefully review and consider the various disclosures made throughout our 2025 Annual Report and the Reports of Foreign Private Issuer on Form 6-K that attach Stratasys’ unaudited, condensed consolidated financial statements and its review of its results of operations and financial condition, for the quarterly periods throughout 2026, which have been or will be furnished to the SEC throughout 2026, and our other reports filed with or furnished to the SEC, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. Any guidance provided, and other forward-looking statements made, in this press release are provided or made (as applicable) as of the date hereof, and Stratasys undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

The non-GAAP data included herein, including, but not limited to, data for non-GAAP gross margins, non-GAAP operating loss, non-GAAP operating margins, non-GAAP net income, and Adjusted EBITDA, which non-GAAP data excludes certain items, as detailed in the reconciliation tables herein, are non-GAAP financial measures. Our management believes that these non-GAAP financial measures are useful information for investors and shareholders of our company in gauging our results of operations. Our management utilizes these non-GAAP measures to enable us to assess our financial results (i) on an ongoing basis after excluding mergers, acquisitions and divestments related expense or gains and reorganization-related charges or gains and legal provisions, (ii) excluding non-cash items such as share-based compensation expenses, acquired intangible assets amortization, including intangible assets amortization related to equity method investments, impairment of long-lived assets and goodwill, revaluation of our investments and the corresponding tax effect of those items, (iii) for certain non-GAAP measures, after eliminating the impact of changes attributable to currency exchange rate fluctuations, and (iv) after excluding changes in revenues solely attributable to divestitures of former subsidiary companies. The items eliminated as part of our calculation of our non-GAAP financial measures either do not reflect actual cash outlays that impact our liquidity and our financial condition or have a non-recurring impact on the statement of operations, as assessed by management. Our non-GAAP financial measures are presented to permit investors to more fully understand how management assesses our performance for internal planning and forecasting purposes. The limitations of using these non-GAAP financial measures as performance measures are that they provide a view of our results of operations without including all items indicated above during a period, which may not provide a comparable view of our performance to other companies in our industry. Investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP. Reconciliation between results, and between our outlook for 2026 (other than for gross margin and operating expenses, for which GAAP data is not available to us without unreasonable effort or with reasonable certainty), on a GAAP and non-GAAP basis is provided in the tables below.

Stratasys Ltd.

Consolidated Balance Sheets

(U.S. $ in thousands, except share data)

March 31, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents
$

71,789

$

94,527

Short-term bank deposits

166,000

150,000

Accounts receivable, net of allowance for credit losses of $4,060 and $4,145 as of March 31, 2026 and December 31, 2025, respectively

157,077

160,478

Inventories

143,573

145,238

Prepaid expenses

7,739

5,500

Other current assets

27,454

26,241

Total current assets

573,632

581,984

Non-current assets

Property, plant and equipment, net

191,745

192,566

Goodwill

101,451

101,599

Other intangible assets, net

90,715

95,842

Operating lease right-of-use assets

25,454

25,417

Long-term investments

76,298

63,104

Other non-current assets

13,571

13,252

Total non-current assets

499,234

491,780

Total assets
$

1,072,866

$

1,073,764

LIABILITIES AND EQUITY

Current liabilities

Accounts payable
$

50,856

$

43,021

Accrued expenses and other current liabilities

33,590

34,284

Accrued compensation and related benefits

37,712

31,304

Deferred revenues – short-term

51,402

47,835

Operating lease liabilities – short-term

7,141

6,597

Total current liabilities

180,701

163,041

Non-current liabilities

Deferred revenues – long-term

18,299

19,062

Deferred income taxes

503

312

Operating lease liabilities – long-term

19,541

19,903

Contingent consideration – long-term

5,437

5,353

Other non-current liabilities

22,779

23,193

Total non-current liabilities

66,559

67,823

Total liabilities
$

247,260

$

230,864

Contingencies (see note 12)

Equity

Ordinary shares, NIS 0.01 nominal value, authorized 180,000 thousand shares; 87,080 thousand shares and 86,376 thousand shares issued at March 31, 2026 and December 31, 2025, respectively; 86,814 thousand shares and 86,110 thousand shares outstanding at March 31, 2026 and December 31, 2025, respectively
$

244

$

242

Treasury shares at cost, 266 thousand shares at March 31, 2026 and December 31, 2025

(1,995

)

(1,995

)

Additional paid-in capital

3,280,627

3,275,344

Accumulated other comprehensive loss

(4,951

)

(6,197

)

Accumulated deficit

(2,448,319

)

(2,424,494

)

Total equity

825,606

842,900

Total liabilities and equity
$

1,072,866

$

1,073,764

Stratasys Ltd.

Consolidated Statements of Operations

(U.S. $ in thousands, except share data) Three Months Ended March 31,

2026

2025

Revenues

Products
$

88,754

$

93,795

Services

43,943

42,251

132,697

136,046

Cost of revenues

Products

46,554

47,268

Services

30,782

28,539

77,336

75,807

Gross profit

55,361

60,239

Operating expenses

Research and development, net

19,151

18,792

Selling, general and administrative

62,742

53,851

81,893

72,643

Operating loss

(26,532

)

(12,404

)

Financial income, net

2,732

1,473

Loss before income taxes

(23,800

)

(10,931

)

Income tax expenses

25

455

Share in losses of associated companies

–

1,668

Net loss
$

(23,825

)

$

(13,054

)

Net loss per ordinary share – basic and diluted
$

(0.28

)

$

(0.18

)

Weighted average ordinary shares outstanding – basic and diluted

86,357

71,967

Stratasys Ltd.

Reconciliation of GAAP to Non-GAAP Results of Operations

Three Months Ended March 31,

2026

Non-GAAP

2026

2025

Non-GAAP

2025

GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP

U.S. dollars and shares in thousands (except per share amounts)

Gross profit (1)
$

55,361

$

6,074

$

61,435

$

60,239

$

5,410

$

65,649

Operating income (loss) (1,2)

(26,532

)

23,312

(3,220

)

(12,404

)

15,450

3,046

Net income (loss) (1,2,3)

(23,825

)

22,548

(1,277

)

(13,054

)

15,932

2,878

Net income (loss) per diluted share (4)
$

(0.28

)

$

0.27

$

(0.01

)

$

(0.18

)

$

0.22

$

0.04

(1)
Acquired intangible assets amortization expenses

4,522

4,488

Non-cash share-based compensation expenses

661

708

Restructuring and other expenses

891

214

6,074

5,410

(2)
Acquired intangible assets amortization expenses

1,155

940

Non-cash share-based compensation expenses

4,624

5,505

Restructuring and other related costs

995

1,132

Contingent consideration

335

645

Legal and other expenses

10,129

1,818

17,238

10,040

23,312

15,450

(3)
Corresponding tax effect

(442

)

84

Equity method related expenses

–

841

Finance income

(322

)

(443

)

$

22,548

$

15,932

(4)
Weighted average number of ordinary shares outstanding – Diluted

86,357

86,357

71,967

72,625

Stratasys Ltd.

Reconciliation of GAAP net loss to Adjusted EBITDA

Three months ended March 31,

2026

2025

U.S. $ in thousands

Net loss
$

(23,825

)

$

(13,054

)

Financial income, net

(2,732

)

(1,473

)

Income tax expenses

25

455

Share in losses of associated companies

–

1,668

Depreciation expenses

5,731

5,124

Amortization expenses

5,686

5,428

Non-cash share-based compensation expenses

5,285

6,213

Contingent consideration

335

645

Legal and other expenses

10,361

1,818

Restructuring and other related costs

1,111

1,346

Adjusted EBITDA
$

1,977

$

8,170

Stratasys Ltd.

Reconciliation of GAAP Net Loss to Non-GAAP Net Income Forward Looking Guidance:

Fiscal Year 2026

(U.S. $ in millions, except per share data) Low   High

GAAP net loss $(83) to $(67)

Adjustments

Share-based compensation expenses $24 to $26

Intangible assets amortization expenses $23 to $25

Reorganization and other $31 to $37

Tax expenses related to Non-GAAP adjustments $2 to $3

Non-GAAP net income $8 to $13

GAAP loss per share $(0.95) to $(0.76)

Non-GAAP diluted earnings per share $0.09 to $0.14

Reconciliation of GAAP Net Loss to Adjusted EBITDA Forward Looking Guidance:

Fiscal Year 2026

(U.S. $ in millions, except per share data) Low   High

GAAP net loss $(83) to $(67)

Adjustments

Share-based compensation expenses $24 to $26

Intangible assets amortization expenses $23 to $25

Reorganization and other $31 to $37

Tax expenses related to Non-GAAP adjustments $2 to $3

Other non-operating income $(4) to $(4)

Depreciation $21 to $21

Adjusted EBITDA $25 to $30

Stratasys Ltd.

Reconciliation of GAAP Operating Loss to Non-GAAP Operating Income Forward Looking Guidance:

Fiscal Year 2026

(U.S. $ in millions, except per share data) Low   High

GAAP operating loss $(84) to $(69)

GAAP operating margins (15)% to (12)%

Adjustments

Share-based compensation expenses $24 to $26

Intangible assets amortization expenses $23 to $25

Reorganization and other $31 to $37

Non-GAAP operating profit $4 to $8.5

Non-GAAP operating margins 0.7 % to 1.5%

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507698003/en/

Yonah Lloyd

CCO & VP Investor Relations

[email protected]

KEYWORDS: Minnesota United States North America Israel Middle East

INDUSTRY KEYWORDS: Software Hardware Consumer Electronics Chemicals/Plastics Technology Automotive Manufacturing Aerospace Manufacturing

MEDIA:

Posted on May 7, 2026 7:04 am
Widmer Brothers Launches “Stay Sunny” Campaign, a Full Brand Refresh Across Its Portfolio

Stay Sunny Brings Renewed Energy to the Historic Oregon Brand Through New Beers, Refreshed Packaging, and a Multichannel Marketing Campaign Rooted in Portland and Extending Across Oregon and the Pacific Northwest

PORTLAND, Ore., May 07, 2026 (GLOBE NEWSWIRE) — Widmer Brothers Brewing, the creator of the Original American Hefeweizen and a craft brand by Tilray Brands, Inc. (NASDAQ: TLRY and TSX: TLRY), today announced the launch of ‘Stay Sunny’, a full brand refresh across its entire Hefe portfolio, marking a new chapter for one of Oregon’s most iconic breweries and the originators of the American Hefeweizen. Stay Sunny represents a refreshed brand expression, new packaging across the portfolio, new accessible pack formats, and one of the brand’s largest and most sustained marketing efforts in recent years.

The Stay Sunny launch also brings new momentum to the Widmer portfolio with the introduction of two beers:

Hefe Light: A bright, low-calorie, 4% ABV twist on Widmer’s iconic American Hefeweizen, brewed with yuzu and grapefruit. Designed for easy drinking, Hefe Light embodies the Stay Sunny mindset — approachable, refreshing, and full of flavor.

Timbers Pils: Building on Widmer Brothers’ longstanding partnership as the official craft beer of the Portland Timbers. This Northwest style Pilsner delivers a crisp, floral, created with game days, backyard BBQs, and communal moments in mind. This brew is available on-tap in Providence Park and in cans in your local Oregon beer isle.

“Stay Sunny is a rallying cry not just for Widmer, but for craft drinkers today,” said Brian Hughes, Senior Brand Director, Widmer Brothers Brewing. “It’s a confident, optimistic expression of Widmer that honors our deep roots and brand heritage in the Pacific Northwest, while meeting Oregonians where they are now — both in terms of regional pride and accessibility of craft beer. With Stay Sunny, we’re investing meaningfully in the brand’s future, our connection to the Pacific Northwest, and a continued commitment to delivering top-quality craft beer at an incredible value to reaffirm Widmer’s leadership in craft beer and deepen our connection to Portland community.”

At its core, Stay Sunny is both a return to Widmer’s roots and a modern expression of what the brand stands for today. The rallying cry draws from three defining truths:

Brand history: When the Widmer Brothers first poured Hefeweizen in Portland bars in 1986, they famously searched for the sunniest spot in the room to showcase the beer’s signature cloudy glow, a small but meaningful act that reflected their belief in warmth, approachability, and connection.

Regional perspective: In the Pacific Northwest (and especially in Portland) sunshine is fleeting, but when it appears, it transforms the city. It brings people outside, into parks, patios, and shared moments. Stay Sunny is Widmer’s way of capturing and celebrating that energy.

Optimism as a mindset: Stay Sunny is ultimately a state of mind, an internal disposition of resilient optimism that doesn’t depend on perfect conditions.

Together, these ideas anchor a campaign designed to reconnect Widmer with the fabric of Portland while re-energizing its presence across Oregon and the broader Pacific Northwest.

The refresh is supported by a high impact, multi-month campaign that includes:

New four-pack, 16-ounce cans across the lineup for under $10

A sustained Portland area out-of-home billboard presence

Geotargeted creative across multiple Oregon markets

Expanded digital and social support

Integrated partnerships, local brand activations, pop-ups, and on-premise presence at community events

Together, these touchpoints ensure consumers will see and experience the re-energized Widmer brand across retail, bars, parks, and cultural moments throughout the region.

With refreshed packaging, new beers, and a visible, sustained presence, especially in Portland, Stay Sunny signals Widmer Brothers’ renewed commitment to growth, relevance, and its home market, inviting drinkers old and new to raise a glass to the sunny side of life.

About Widmer Brothers

From the very first pitcher poured in 1984, the Widmer Brothers aimed to create beer that’s easy to enjoy and perfect for any occasion. While much has changed over the years, the core belief that great beer brings people together remains the same. Widmer Brothers is proud to celebrate its 40th anniversary and looks forward to many more decades of brewing excellence.

About Tilray Brands

Tilray Brands, Inc. (“Tilray”) (Nasdaq: TLRY; TSX: TLRY), is a leading global lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia and Latin America that is leading as a transformative force at the nexus of cannabis, beverage, wellness, and entertainment elevating lives through moments of connection. Tilray’s mission is to be a leading premium lifestyle company with a house of brands and innovative products that inspire joy and create memorable experiences. Tilray’s unprecedented platform supports over 40 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods and craft beverages.

For more information on how we are elevating lives through moments of connection, visit Tilray.com and follow @Tilray on all social platforms.

Forward-Looking Statements

Certain statements in this communication that are not historical facts constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian and U.S. securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections, or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses, or current expectations. Many factors could cause actual results, performance, or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of Tilray and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of Tilray made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events, or otherwise unless required by applicable securities laws.

For further information, please contact

Media: [email protected]
Investors: [email protected]

Photos accompanying this announcement are available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/98e5e8a1-f11b-4416-ad47-b03fba5a6d50

https://www.globenewswire.com/NewsRoom/AttachmentNg/4cde4ee3-39e3-4c7d-89dd-cc3526990eed

Posted on May 7, 2026 7:04 am
Papa Johns Announces First Quarter 2026 Financial Results

Papa Johns Announces First Quarter 2026 Financial Results

Reiterates Fiscal 2026 Outlook

Global System-wide Restaurant Sales Decreased 3%^(b)and Global Comparable Sales Decreased 4%

North America Comparable Sales Decreased 6.4% and International Comparable Sales Increased 3.6%

Diluted EPS of $0.21 and Adjusted Diluted EPS^(a)of $0.32

LOUISVILLE, Ky.–(BUSINESS WIRE)–
Papa John’s International, Inc. (Nasdaq: PZZA)(“Papa Johns^®”) (the “Company”) today announced financial results for the first quarter ended March 29, 2026.

Highlights

Global system-wide restaurant sales were $1.20 billion, a 3%^(b)decrease compared with the prior year first quarter.

North America comparable sales decreased 6.4% from a year ago as comparable sales from Domestic Company-owned restaurants were down 5.2% and North America franchised restaurants were down 6.7%; International comparable sales increased 3.6% compared with the prior year first quarter.

Opened 28 new restaurants system-wide, comprised of 8 restaurant openings in North America and 20 restaurant openings in International markets.

Net income was $7 million compared with $9 million in the prior year first quarter.

Adjusted EBITDA^(a)was $48 million compared with $50 million in the prior year first quarter.

Diluted earnings per common share was $0.21 compared with $0.27 in the prior year first quarter; adjusted diluted earnings per common share^(a)was $0.32 compared with $0.36 last year.

^(a)

Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.

^(b)

Growth rate excludes the impact of foreign currency.

CEO Commentary

“First quarter results reflected continued strong performance in our International markets where we delivered the sixth consecutive quarter of positive comparable sales. In North America, results were in line with our expectations as we navigate the cautious consumer environment and promotional QSR marketplace,” said Todd Penegor, President and CEO.

“As we look ahead, we are focused on advancing our transformation strategy, including through an expanded range of value options and leaning aggressively into innovation. Execution in these areas will enable us to meet customers where they are and unlock more layers of growth. Exciting strategic partnerships such as our collaboration with Toy Story 5 ahead of the film’s upcoming theatrical release on June 19^th, are visible examples of the progress we are making in these areas. Additionally, we’re elevating our digital ordering experience through the new Google Gemini Enterprise CX Food Ordering Agent,” continued Penegor.

“In sum, we are taking a disciplined approach to managing the near-term market dynamics, while building for the future as the best pizza makers in the business,” Penegor concluded.

First Quarter 2026 Financial Highlights

Three Months Ended

In thousands, except per share amounts

March 29,

2026

March 30,

2025

Increase

(Decrease)

Total revenues

$

478,609

$

518,309

$

(39,700

)

Net income

$

6,938

$

9,343

$

(2,405

)

Adjusted EBITDA^(a)

$

47,763

$

49,624

$

(1,861

)

Diluted earnings per common share

$

0.21

$

0.27

$

(0.06

)

Adjusted diluted earnings per common share^(a)

$

0.32

$

0.36

$

(0.04

)

Results for the three months ended March 29, 2026 are not directly comparable with the prior year period as comparisons are impacted by a restaurant refranchising transaction that occurred in the fourth quarter of 2025.

First Quarter 2026 Results

Revenue: The revenue commentary that follows includes a discussion of the Company’s segment results. Total revenues of $478.6 million in the first quarter of 2026 decreased $39.7 million, or 7.7%, compared with the prior year period, reflecting improved performance in International markets, more than offset by lower performance in North America. The decrease in revenues was mostly attributable to a $31 million decline at our Domestic Company-owned restaurants primarily related to: 1) approximately $25 million of lower revenues compared with the comparable prior period related to 85 Domestic Company-owned restaurants that were refranchised in the fourth quarter of 2025 and 2) 5.2% lower comparable sales. North America Commissary revenues decreased $18 million, primarily due to food cost deflation, franchisee food cost subsidies, and lower volumes, partially offset by higher pricing. Revenues from All Other business units decreased $4 million, primarily reflecting lower digital fees and advertising funds revenue as a function of lower sales. These declines were partially offset by a $4 million increase in International revenues driven by improved performance.

System-wide sales: Global system-wide restaurant sales were $1.20 billion, down 3%^(b)compared with the prior year first quarter, as higher International comparable sales and flat global net restaurant growth on a trailing twelve-month basis were more than offset by lower comparable sales in North America. North America system-wide sales decreased 6%^(b)to $868.9 million and International system-wide sales increased 6%^(b)to $333.4 million in the first quarter of 2026, both as compared with the prior year period.

Net income: First quarter Net income was $6.9 million, a $2.4 million decrease compared with the prior year first quarter. The decrease was primarily related to lower sales partially offset by lower cost of sales and lower G&A expenses. Cost of sales declined in part due to the fourth quarter 2025 refranchising transaction and lower transaction volumes at our Domestic Company-owned restaurants along with commodity deflation and lower volumes and at our North America commissaries. G&A expenses decreased compared with the prior year first quarter primarily due to the Company’s biannual franchisee conference in the prior year period that did not repeat in 2026 and lower supplemental advertising, partially offset by higher restructuring charges associated with the Company’s Enterprise Transformation Plan. Net income also reflects slightly lower interest expense driven by lower average interest rates during the quarter and slightly lower tax expense due to lower pre-tax income, compared with the first quarter of 2025.

Adjusted EBITDA: Adjusted EBITDA^(a)was $47.8 million, a $1.9 million decrease from the prior year first quarter. The decrease was primarily attributable to lower sales and volumes in North America, partially offset by improved performance in our International markets and the aforementioned declines in cost of sales and G&A expenses, each as compared with the first quarter of 2025.

^(a)

Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.

^(b)

Growth rate excludes the impact of foreign currency.

Earnings per share: Diluted earnings per common share was $0.21 for the first quarter of 2026 compared with $0.27 in the first quarter of 2025. Adjusted diluted earnings per common share^(a)was $0.32 for the first quarter of 2026 compared with $0.36 in the first quarter of 2025. These changes were due to the same factors impacting Net income and adjusted EBITDA^(a)discussed above.

Refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Quarterly Report on Form 10-Q filed with the SEC for additional information concerning our operating results for the three months ended March 29, 2026.

Free Cash Flow

Free cash flow, a non-GAAP financial measure which the Company defines as net cash provided by operating activities (from the Condensed Consolidated Statements of Cash Flows) less the purchases of property and equipment, excluding purchases of property and equipment related to damages from natural disasters, was an outflow of $6.2 million for the three months ended March 29, 2026, compared with an inflow of $19.1 million in the prior year period. The year-over-year change primarily reflects lower Net income and the impact of compensation payments within the period, inclusive of the Company’s Enterprise Transformation Plan, along with a $1.2 million increase in capital expenditures.

Three Months Ended

In thousands

March 29,

2026

March 30,

2025

Net cash provided by operating activities

$

7,224

$

31,336

Purchases of property and equipment

(13,451

)

(12,231

)

Free cash flow

$

(6,227

)

$

19,105

We view free cash flow as an important financial measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. Free cash flow is not a term defined by GAAP, and as a result, our measure of free cash flow might not be comparable to similarly titled measures used by other companies. Free cash flow should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP measures.

Cash Dividend

The Company paid cash dividends of $15.3 million ($0.46 per common share) in the first quarter of 2026. On May 5, 2026, our Board of Directors declared a second quarter dividend of $0.46 per common share. The dividend will be paid on May 29, 2026 to stockholders of record as of the close of business on May 18, 2026.

^(a)
Represents a Non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation to the most comparable U.S. GAAP measures.

Global Restaurant Sales Information

Global restaurant and comparable sales information for the three months ended March 29, 2026, compared with the three months ended March 30, 2025 are as follows (See “Supplemental Information and Financial Statements” below for related definitions):

Three Months Ended

Growth rates below exclude the impact of foreign currency

March 29,

2026

March 30,

2025

Comparable sales growth (decline):

Domestic Company-owned restaurants^(a)

(5.2

)%

(4.6

)%

North America franchised restaurants^(a)

(6.7

)%

(2.3

)%

North America restaurants

(6.4

)%

(2.7

)%

International restaurants

3.6

%

3.2

%

Total comparable sales growth (decline)

(3.9

)%

(1.3

)%

System-wide restaurant sales growth (decline):

Domestic Company-owned restaurants^(a)

(4.0

)%

(3.7

)%

North America franchised restaurants^(a)

(6.5

)%

(0.4

)%

North America restaurants

(6.1

)%

(1.0

)%

International restaurants

6.0

%

5.7

%

Total global system-wide restaurant sales growth (decline)

(3.1

)%

0.6

%

___________________________________

(a)

For the three months ended March 29, 2026, comparable sales decline and system-wide restaurant sales decline for Domestic Company-owned restaurants and North America franchised restaurants were adjusted to exclude the impact of refranchising 85 restaurants during the fourth quarter of 2025. See “Note 11. Divestitures” of “Notes to Condensed Consolidated Financial Statements” in our Quarterly Report on Form 10-Q filed with the SEC for additional information.

Global Restaurants

As of March 29, 2026, there were 6,020 Papa Johns restaurants operating in 50 countries and territories, as follows:

First Quarter

Domestic

Company-owned

Franchised

North America

Total

North America

International Company-owned

International

Franchised

Total

International

System-wide

Beginning:

December 28, 2025

462

3,061

3,523

13

2,547

2,560

6,083

Opened

—

8

8

—

20

20

28

Closed

(5

)

(39

)

(44

)

—

(47

)

(47

)

(91

)

Ending:

March 29, 2026

457

3,030

3,487

13

2,520

2,533

6,020

Net restaurant growth/(decline)

(5

)

(31

)

(36

)

—

(27

)

(27

)

(63

)

Trailing four quarters net restaurant growth/(decline)

(82

)

53

(29

)

—

30

30

1

2026 Outlook

The Company is reiterating its 2026 annual guidance for the following metrics:

Financial Metric

Current 2026 Outlook

Global system-wide restaurant sales

Flat to Down Low Single-Digits

North America comparable sales

Down (2)% to (4)%

International comparable sales

Up 2% to 4%

North America gross openings

40 to 50

International gross openings

180 to 220

Adjusted EBITDA (as defined below)

$200 million to $210 million

Adjusted Depreciation and amortization (as defined below)

$70 million to $75 million

Interest expense (net)

$35 million to $40 million

GAAP effective tax rate

30% to 34%

Capital expenditures

$70 million to $80 million

Diluted shares outstanding

Approximately 33 million

Adjusted EBITDA represents Net income before Net interest expense, Income tax expense, Depreciation and amortization, Stock-based compensation expense, and other adjustments that vary from period to period in accordance with the Company’s Non-GAAP policy. The Company believes adjusted EBITDA is a meaningful measure as it is widely used by analysts and investors to value the Company and its restaurants on a consistent basis. Adjusted EBITDA is not a term defined by GAAP, and is not intended to be a substitute for operating income, net income, or cash flows from operating activities, as defined under generally accepted accounting principles. As a result, our measure of adjusted EBITDA might not be comparable to similarly titled measures used by other companies.

Adjusted depreciation and amortization represents depreciation and amortization expense excluding incremental depreciation expense related to the shortened useful life of legacy capitalized software assets due to the ongoing development and deployment of our new omnichannel platforms and other technology improvements.

This release includes forward-looking projections for certain non-GAAP financial measures, including adjusted EBITDA and adjusted depreciation and amortization. The Company excludes certain expenses and benefits from adjusted EBITDA and adjusted depreciation and amortization that, due to the uncertainty and variability of the nature and amount of those expenses and benefits, the Company is unable to, without unreasonable effort or expense, provide a reconciliation to Net income or GAAP depreciation and amortization of those projected measures, respectively.

Conference Call

Papa Johns will host a call with analysts today, May 7, 2026, at 8:00 a.m. Eastern Time. To access the conference call or webcast, please register online at: ir.papajohns.com/events-presentations. A replay of the webcast will be available two hours after the call and archived on the same web page.

About Papa Johns

Papa John’s International, Inc. (Nasdaq: PZZA) opened its doors in 1984 with one goal in mind: BETTER INGREDIENTS. BETTER PIZZA.® Papa Johns believes that using high-quality ingredients leads to superior quality pizzas. Its original dough is made of only six ingredients and is fresh, never frozen. Papa Johns tops its pizzas with real cheese made from mozzarella, pizza sauce made with vine-ripened tomatoes that go from vine to can in the same day and meat free of fillers. It was the first national pizza delivery chain to announce the removal of artificial flavors and synthetic colors from its entire food menu. Papa Johns is co-headquartered in Atlanta, Ga. and Louisville, Ky. and is the world’s third-largest pizza delivery company with more than 6,000 restaurants in approximately 50 countries and territories. For more information about the Company or to order pizza online, visit www.papajohns.com or download the Papa Johns mobile app for iOS or Android.

Forward-Looking Statements

Certain matters discussed in this press release and other Company communications that are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “outlook”, “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Such forward-looking statements include or may relate to projections or guidance concerning business performance, revenue, earnings, cash flow, earnings per share, share repurchases, depreciation and amortization, interest expenses, tax rates, system-wide sales, transformation plans, supply chain and other cost savings initiatives, adjusted EBITDA, 4-wall adjusted EBITDA, the current economic environment, industry trends, consumer behavior and preferences, commodity and labor costs, currency fluctuations, profit margins, supply chain operating margin, net unit growth, unit level performance, capital expenditures, restaurant and franchise development, franchisee profitability, restaurant acquisitions, restaurant closures, labor shortages, labor cost increases, changes in management, inflation, royalty relief, franchisee support and incentives, the effectiveness of our menu innovations and other business initiatives, investments in product, investments in digital and technology innovation, marketing efforts and investments, liquidity, compliance with debt covenants, impairments, strategic decisions and actions, changes to our national marketing fund, changes to our commissary model, capital allocation, dividends, effective tax rates, regulatory changes and impacts, impacts of tariffs, insurance recoveries for damages related to natural disasters, restructuring plans, including timing of completion, expected benefits and costs, adoption of new accounting standards, and other financial and operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements.

Our forward-looking statements are based on our assumptions which are based on currently available information. Actual outcomes and results may differ materially from those matters expressed or implied in our forward-looking statements as a result of various factors, including but not limited to risks related to: deteriorating economic conditions and softening consumer sentiment in U.S. and international markets; labor shortages at Company and/or franchised restaurants and our quality control centers; increases in labor costs, changes in commodity costs, supply chain incentive-based rebates, or sustained higher other operating costs, including as a result of supply chain disruption, inflation, increased tariffs, trade barriers, immigration policies, or climate change; the effectiveness of new branding initiatives, advertising and marketing campaigns, and promotions, including alignment with and execution by our franchisees; aggressive pricing or other marketing or promotional strategies by competitors; the potential for delayed new restaurant openings, both domestically and internationally, or lower net unit development due to changing circumstances outside of our control; the increased risk of phishing, ransomware and other cyber-attacks; risks and disruptions to the U.S. and global economy and our business related to geopolitical conflicts including conflicts in Ukraine and the Middle East, and risks related to a possible economic recession or downturn or prolonged U.S. government shutdown that could reduce consumer spending or demand.

These and other risks, uncertainties and assumptions that are involved in our forward-looking statements are discussed in detail in “Part I. Item 1A. – Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.

For more information about the Company, please visit www.papajohns.com.

Supplemental Information and Financial Statements

Definitions

“Comparable sales” represents sales for the same base of restaurants for the same fiscal periods. “Comparable sales growth (decline)” represents the change in year-over-year comparable sales. “Global system-wide restaurant sales” represents total restaurant sales for all Company-owned and franchised restaurants open during the comparable periods, and “Global system-wide restaurant sales growth (decline)” represents the change in global system-wide restaurant sales year-over-year. Comparable sales, Comparable sales growth (decline), Global system-wide restaurant sales and Global system-wide sales growth (decline) exclude franchisees for which we suspended corporate support.

We believe Domestic Company-owned, North America franchised, and International Comparable sales growth (decline) and Global system-wide restaurant sales information is useful in analyzing our results since our franchisees pay royalties and marketing fund contributions that are based on a percentage of franchise sales. Comparable sales and Global system-wide restaurant sales results for restaurants operating outside of the United States are reported on a constant dollar basis, which excludes the impact of foreign currency translation. Franchise sales also generate commissary revenue in the United States and in certain international markets. Comparable sales growth (decline) and Global system-wide restaurant sales information is also useful for comparison to industry trends and evaluating the strength of our brand. Management believes the presentation of Global system-wide restaurant sales growth, excluding the impact of foreign currency, provides investors with useful information regarding underlying sales trends and the impact of new unit growth without being impacted by swings in the external factor of foreign currency. Franchise restaurant sales are not included in the Company’s revenues.

Non-GAAP Financial Measures

In addition to the results provided in accordance with U.S. GAAP, we provide certain non-GAAP measures, which present results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP and include the following: adjusted EBITDA, 4-wall EBITDA, 4-wall EBITDA margin, adjusted net income attributable to common shareholders, and adjusted diluted earnings per common share. We believe that our non-GAAP financial measures enable investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies. We believe that the disclosure of these non-GAAP measures is useful to investors as they reflect metrics that our management team and Board utilize to evaluate our operating performance, allocate resources and administer employee incentive plans. The most directly comparable U.S. GAAP measures to adjusted EBITDA, 4-wall EBITDA, adjusted net income attributable to common shareholders, and adjusted diluted earnings per common share, are net income, segment adjusted EBITDA, net income attributable to common shareholders, and diluted earnings per common share, respectively. 4-wall EBITDA is defined as Domestic Company-owned restaurants segment revenue less total Domestic Company-owned restaurants segment cost of sales. 4-wall EBITDA margin is defined as 4-wall EBITDA divided by segment revenue for our Domestic Company-owned restaurants segment. These non-GAAP measures should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s U.S. GAAP results.

Reconciliation of GAAP Financial Results to Non-GAAP Financial Measures

Three Months Ended

In thousands, except per share amounts

March 29,

2026

March 30,

2025

Net income

$

6,938

$

9,343

Income tax expense

4,137

4,543

Net interest expense

9,683

10,079

Depreciation and amortization

17,729

18,343

Stock-based compensation expense

4,409

3,669

Restructuring costs^(a)

4,110

2,180

Gain on refranchising transaction, net^(b)

(853

)

—

Other costs^(c)

1,610

1,467

Adjusted EBITDA

$

47,763

$

49,624

Net income attributable to common shareholders

$

6,959

$

9,028

Restructuring costs^(a)

4,290

2,135

Gain on refranchising transaction, net^(b)

(1,288

)

—

Other costs ^(c)

1,610

1,467

Tax effect of adjustments^(d)

(1,070

)

(818

)

Adjusted net income attributable to common shareholders

$

10,501

$

11,812

Diluted earnings per common share

$

0.21

$

0.27

Restructuring costs^(a)

0.13

0.06

Gain on refranchising transaction, net^(b)

(0.04

)

—

Other costs^(c)

0.05

0.05

Tax effect of adjustments^(d)

(0.03

)

(0.02

)

Adjusted diluted earnings per common share

$

0.32

$

0.36

Footnotes to Non-GAAP Financial Measures

^(a)

For the three months ended March 29, 2026, represents costs associated with the Company’s Enterprise Transformation Plan, inclusive of $0.2 million of non-cash stock-based compensation expense and depreciation expense. For the three months ended March 30, 2025, represents costs associated with the Company’s International Transformation Plan.

^(b)

Represents additional pre-tax gain on sale, net of transaction costs, associated with the 2025 refranchising transaction related to the assignment of certain remaining leases to the Buyer. Net loss attributable to noncontrolling interest for the three months ended March 29, 2026 was approximately $0.4 million.

^(c)

For the three months ended March 29, 2026, represents costs associated with project-based strategic initiatives that are not related to our ongoing operations. For the three months ended March 30, 2025 other costs is comprised of costs incurred, net of anticipated insurance recoveries, arising from a tornado that damaged the Texas QC Center; and costs associated with project-based strategic initiatives that are not related to our ongoing operations.

^(d)

The tax effect on non-GAAP adjustments was calculated by applying the marginal tax rates of 23.2% for the three months ended March 29, 2026 and 22.7% for the three months ended March 30, 2025.

Papa John’s International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

In thousands, except per share amounts

March 29,

2026

December 28,

2025

(Unaudited)

Assets

Current assets:

Cash, cash equivalents, and restricted cash

$

39,036

$

36,950

Accounts receivable, net

100,656

103,068

Notes receivable, current portion

2,331

3,387

Income tax receivable

3,881

6,189

Inventories

36,204

34,336

Prepaid expenses and other current assets

58,299

48,895

Assets held for sale

—

4,607

Total current assets

240,407

237,432

Property and equipment, net

252,287

251,312

Finance lease right-of-use assets, net

37,957

39,039

Operating lease right-of-use assets, net

159,622

161,606

Notes receivable, less current portion, net

3,906

3,262

Goodwill

67,247

67,576

Other assets

70,501

77,281

Total assets

$

831,927

$

837,508

Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit

Current liabilities:

Accounts payable

$

67,370

$

61,218

Income and other taxes payable

8,987

8,941

Accrued expenses and other current liabilities

155,751

169,015

Current deferred revenue

10,789

13,096

Current finance lease liabilities

10,196

9,999

Current operating lease liabilities

23,766

23,725

Current portion of long-term debt

7,847

4,997

Total current liabilities

284,706

290,991

Deferred revenue

18,409

19,294

Long-term finance lease liabilities

29,638

30,804

Long-term operating lease liabilities

153,849

156,405

Long-term debt, less current portion, net

727,342

710,436

Other long-term liabilities

55,429

62,264

Total liabilities

1,269,373

1,270,194

Redeemable noncontrolling interests

989

980

Stockholders’ deficit:

Common stock ($0.01 par value per share; issued 49,303 at March 29, 2026 and 49,303 at December 28, 2025)

493

493

Additional paid-in capital

453,945

457,112

Accumulated other comprehensive loss

(5,953

)

(6,452

)

Retained earnings

202,601

210,763

Treasury stock (16,405 shares at March 29, 2026 and 16,502 shares at December 28, 2025, at cost)

(1,100,206

)

(1,106,666

)

Total stockholders’ deficit

(449,120

)

(444,750

)

Noncontrolling interests in subsidiaries

10,685

11,084

Total Stockholders’ deficit

(438,435

)

(433,666

)

Total Liabilities, Redeemable noncontrolling interests and Stockholders’ deficit

$

831,927

$

837,508

Papa John’s International, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended

In thousands, except per share amounts

March 29,

2026

March 30,

2025

Revenues:

Company-owned restaurant sales

$

143,134

$

173,881

Franchise royalties and fees

47,578

48,056

Commissary revenues

222,641

228,941

Other revenues

21,788

23,757

Advertising funds revenue

43,468

43,674

Total revenues

478,609

518,309

Costs and expenses:

Cost of sales

340,892

366,496

General and administrative expenses

55,996

65,167

Depreciation and amortization

17,729

18,343

Advertising funds expense

43,234

44,338

Total costs and expenses

457,851

494,344

Operating income

20,758

23,965

Net interest expense

(9,683

)

(10,079

)

Income before income taxes

11,075

13,886

Income tax expense

(4,137

)

(4,543

)

Net income

6,938

9,343

Net (income) loss attributable to noncontrolling interests

317

(121

)

Net income attributable to the Company

$

7,255

$

9,222

Net income attributable to common shareholders

$

6,959

$

9,028

Basic earnings per common share

$

0.21

$

0.28

Diluted earnings per common share

$

0.21

$

0.27

Basic weighted average common shares outstanding

32,939

32,778

Diluted weighted average common shares outstanding

33,046

32,920

Papa John’s International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended

In thousands

March 29,

2026

March 30,

2025

Operating activities

Net income

$

6,938

$

9,343

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for allowance for credit losses on accounts and notes receivable

1,169

1,712

Depreciation and amortization

17,729

18,343

Deferred income taxes

684

1,157

Stock-based compensation expense

4,409

3,669

Refranchising gain

(1,035

)

—

Loss on disposal of property and equipment

610

151

Other

1,092

(97

)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

2,588

7,652

Income tax receivable

2,309

(541

)

Inventories

(1,925

)

(1,881

)

Prepaid expenses and other current assets

(4,259

)

(4,854

)

Other assets and liabilities

(4,503

)

(2,591

)

Accounts payable

6,396

5,242

Income and other taxes payable

58

3,144

Accrued expenses and other current liabilities

(27,449

)

(11,911

)

Deferred revenue

(3,185

)

(2,794

)

Advertising fund assets and liabilities

5,598

5,592

Net cash provided by operating activities

7,224

31,336

Investing activities

Purchases of property and equipment

(13,451

)

(12,231

)

Purchases of property and equipment related to damages from natural disasters

(70

)

—

Insurance proceeds related to damages from natural disasters

850

—

Repayments of notes issued

748

978

Proceeds from the sale of property and equipment

3,529

—

Proceeds from investments

3,232

4,739

Other

—

(569

)

Net cash used in investing activities

(5,162

)

(7,083

)

Financing activities

Net proceeds (repayments) of revolving credit facilities

19,381

(196,838

)

Proceeds from term loan

—

200,000

Debt issuance costs

—

(2,991

)

Dividends paid to common stockholders

(15,321

)

(15,174

)

Tax payments for equity award issuances

(1,379

)

(1,120

)

Distributions to noncontrolling interests

(73

)

(339

)

Principal payments on finance leases

(2,552

)

(2,392

)

Other

125

287

Net cash provided by (used in) financing activities

181

(18,567

)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(157

)

371

Change in cash, cash equivalents, and restricted cash

2,086

6,057

Cash, cash equivalents, and restricted cash at beginning of period

36,950

37,955

Cash, cash equivalents, and restricted cash at end of period

$

39,036

$

44,012

Papa John’s International, Inc. and Subsidiaries

Segment Information

The following tables present the operating results of our segments. We have four reportable segments: Domestic Company-owned restaurants, North America franchising, North America commissaries, and International. Under ASC 280, Segment Reporting, our segment performance is evaluated based on segment adjusted EBITDA. See the Company’s Form 10-Q for the quarter ended March 29, 2026 for further information on segments, including reconciliations of segment measures to consolidated measures for the quarter ended March 29, 2026.

Three Months Ended March 29, 2026

In thousands, unaudited

Domestic Company

Owned Restaurants

North America

Franchising

North America

Commissaries

International

Revenues from external customers

$

139,671

$

34,453

$

204,600

$

43,227

Intersegment revenues

—

234

42,154

—

Segment revenue

$

139,671

$

34,687

$

246,754

$

43,227

Less segment expenses^(a):

Cost of sales

$

123,096

$

—

$

225,767

$

21,952

General and administrative expenses

8,690

9,334

8,540

7,991

Advertising funds expense

—

—

—

5,141

Segment adjusted EBITDA

$

7,885

$

25,353

$

12,447

$

8,143

Three Months Ended March 30, 2025

In thousands, unaudited

Domestic Company

Owned Restaurants

North America

Franchising

North America

Commissaries

International

Revenues from external customers

$

170,795

$

35,552

$

212,918

$

39,111

Intersegment revenues

—

1,259

51,458

—

Segment revenue

$

170,795

$

36,811

$

264,376

$

39,111

Less segment expenses^(a):

Cost of sales

$

155,013

$

—

$

235,731

$

19,785

General and administrative expenses

10,750

9,563

9,292

8,844

Advertising funds expense

—

—

—

5,101

Segment adjusted EBITDA

$

5,032

$

27,248

$

19,353

$

5,381

___________________________________

^(a)

Segment expenses excludes depreciation and amortization, stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.

Papa John’s International, Inc. and Subsidiaries

Supplemental Information – All Other

in thousands, unaudited

Three Months Ended

All Other^(a)

March 29,

2026

March 30,

2025

Revenues from external customers

$

56,658

$

59,933

Intersegment revenues

13,726

14,398

All Other revenue

$

70,384

$

74,331

Cost of sales

$

15,821

$

12,630

General and administrative expenses

2,255

2,427

Advertising funds expense

48,275

49,110

All Other costs and expenses^(b)

$

66,351

$

64,167

All Other adjusted EBITDA^(c)

$

4,033

$

10,164

___________________________________

^(a)

All other business units that do not meet the quantitative or qualitative thresholds for determining reporting segments, which are not operating segments, we refer to as “All Other.” These consist of operations that derive revenues from franchise contributions to marketing funds as well as information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms. Our largest marketing fund is Papa Johns Marketing Fund (“PJMF”). PJMF is a consolidated nonstock corporation, intended to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating Domestic restaurants. Technology-based franchisee fees are meant to offset the costs of building, operating, and depreciating technology that supports franchisee operations. As such, these fees may vary from period to period, as they are designed to operate near break-even over time including the impact of depreciation. All Other is not a reportable segment under ASC 280, and this information is presented for informational purposes only. Please refer to the Company’s Form 10-Q for the first quarter ended March 29, 2026 for further information on segments, including reconciliations of segment measures to consolidated measures.

^(b)

All Other costs and expenses excludes depreciation and amortization, stock-based compensation expense, and certain general and administrative expenses and other items that do not reflect normal, recurring expenses necessary to operate our business.

^(c)
See the Company’s Form 10-Q for the first quarter ended March 29, 2026 for further information on segments, including reconciliations of segment measures to consolidated measures for the quarter ended March 29, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507441324/en/

Papa Johns Investor Relations

[email protected]

KEYWORDS: Kentucky United States North America

INDUSTRY KEYWORDS: Retail Restaurant/Bar Other Retail Food/Beverage

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