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NEW YORK--(BUSINESS WIRE)--Urban Edge Properties (NYSE: UE) (the "Company") today announced its results for the quarter ended June 30, 2026 and updated its outlook for full-year 2026.

"Urban Edge delivered another excellent quarter, highlighted by record FFO as Adjusted of $0.40 per share and continued momentum across our portfolio,” said Jeff Olson, Chairman and CEO. “Capital recycling remains a top priority. We recently acquired The Shops at West Falls Church in Falls Church, VA, and a leasehold interest at Shoppers World in Framingham, MA, together totaling $51.1 million. We're also under contract to sell a Kohl's-anchored center in Morris Plains, NJ for $60.5 million.”

"Given our better-than-expected results, we raised full-year FFO as Adjusted guidance by $0.02 per share. With $22 million of signed leases that have not yet rent commenced, double-digit redevelopment yields, and sustained tenant demand across our centers, we're well positioned to continue delivering durable, visible growth."

Financial Results(1)(2)

(in thousands, except per share amounts)

2Q26

2Q25

YTD 2026

YTD 2025

Net income attributable to common shareholders

$

17,922

$

57,978

$

40,567

$

66,176

Net income per diluted share

0.14

0.46

0.32

0.53

Funds from Operations ("FFO")

53,395

43,779

109,052

89,237

FFO per diluted share

0.41

0.34

0.83

0.68

FFO as Adjusted

52,267

47,252

99,836

93,173

FFO as Adjusted per diluted share

0.40

0.36

0.76

0.71

The decreases in net income for the three and six months ended June 30, 2026 were primarily driven by a $49.5 million, or $0.39 per diluted share, gain on sale of real estate related to three properties divested in the second quarter of 2025. The increases in FFO and FFO as Adjusted for the three and six months ended June 30, 2026 were driven by rent commencements on new leases, higher net recovery revenue, lease termination income, and growth from accretive capital recycling. FFO for the six months ended June 30, 2026 also benefited from $8.4 million, or $0.06 per diluted share, of non-recurring reimbursements received during the first quarter of 2026 pertaining to previously incurred environmental remediation costs.

Same-Property Operating Results Compared to the Prior Year Period(1)(3)

2Q26

YTD 2026

Same-property Net Operating Income ("NOI") growth

3.2

%

2.8

%

Same-property NOI growth, including properties in redevelopment

3.2

%

3.0

%

Increases in same-property NOI metrics for the three and six months ended June 30, 2026 were driven by rent commencements on new leases from our signed but not open pipeline. The increase for the three months ended June 30, 2026 also benefited from out-of-period collections on past due rents.

Leasing and Occupancy Results(1)

Consolidated portfolio leased occupancy was 96.6%, an increase of 10 basis points compared to June 30, 2025 and 20 basis points compared to March 31, 2026. The Company reported same-property portfolio leased occupancy of 96.3%, a decrease of 40 basis points compared to June 30, 2025 and 10 basis points compared to March 31, 2026. The Company executed 26 new leases, renewals and options totaling 199,000 sf during the quarter. New leases totaled 120,000 sf, of which 90,000 sf was on a same-space basis and generated an average cash spread of 12.8%. New leases, renewals and options totaled 169,000 sf on a same-space basis and generated an average cash spread of 10.7%. As of June 30, 2026, signed leases that have not yet rent commenced are expected to generate an additional $22.0 million of future annual gross rent, representing approximately 7% of current annualized NOI. Approximately $1.7 million of this amount is expected to be recognized in the remainder of 2026. Acquisition and Disposition Activity

On July 17, 2026, the Company acquired The Shops at West Falls Church for a gross purchase price of $40.4 million. The 85,000 sf shopping center is located in Falls Church, VA and sits within a densely populated and affluent submarket of Washington, D.C. with average annual household income of approximately $200,000 within a three-mile radius. The center is anchored by a grocer and provides visible growth potential through lease-up, contractual annual rent increases, and mark-to-market opportunities on expiring leases.

On May 21, 2026, the Company entered into a purchase and sale agreement with the ground lessor of certain ground leased premises at Shoppers World in Framingham, MA, to acquire the ground lease for $10.7 million, allowing the Company to take over as lessor for the underlying tenant. The transaction closed on June 25, 2026.

The Company is currently under contract to sell Briarcliff Commons, located in Morris Plains, NJ, for a gross sales price of $60.5 million which is expected to close later this month.

Development and Redevelopment

During the quarter, the Company commenced two redevelopment projects with estimated aggregate costs of $6.7 million and stabilized one project totaling $12.7 million with the rent commencement of Burlington at Hudson Mall. The completed projects over the last 12 months total $32.6 million of investment with a blended yield of 25%.

As of June 30, 2026, the Company has $155.0 million of active development and redevelopment projects underway, with estimated remaining costs to complete of $66.7 million. The active development and redevelopment projects are expected to generate an approximate 12% yield.

Balance Sheet and Liquidity(1)(4)(5)

Balance sheet highlights as of June 30, 2026 include:

Total liquidity of approximately $957 million, consisting of $82 million of cash on hand and $875 million available under the Company's $950 million of unsecured credit facilities, including undrawn letters of credit. Mortgages payable of $1.64 billion, with a weighted average term to maturity of 3.3 years, all of which are fixed rate or hedged. $55 million drawn on our $700 million unsecured line of credit that matures on June 28, 2030, with two six-month extension options. No borrowings on our $250 million of delayed-draw term loans. Total market capitalization of approximately $4.75 billion, comprised of 133.5 million fully-diluted common shares valued at $3.05 billion and $1.70 billion of debt. Net debt to total market capitalization of 34%. 2026 Outlook

Based on results for the first half of the year, the Company has raised its 2026 full-year guidance ranges for net income, FFO, and FFO as Adjusted, estimating net income of $0.57 to $0.61 per diluted share, net income attributable to common shareholders of $0.55 to $0.58 per diluted share, FFO of $1.57 to $1.60 per diluted share, and FFO as Adjusted of $1.50 to $1.54 per diluted share. The updated range for FFO as Adjusted now implies a midpoint of $1.52 per diluted share, an increase of $0.02 from the previous midpoint of $1.50 per diluted share. A reconciliation of the range of estimated earnings, FFO and FFO as Adjusted, the assumptions used in our guidance, and a reconciliation bridging 2025 FFO per diluted share to the 2026 estimates can be found on pages 4 and 5 of this release.

Dividend

On August 6, 2026, the Board of Trustees declared a regular quarterly dividend of $0.21 per common share. The dividend will be payable on September 30, 2026 to common shareholders of record on September 15, 2026.

Corporate Responsibility

On June 23, 2026, the Company published its 2025 Corporate Responsibility Report. The report can be found on the Corporate Responsibility page of the Company's website. Notable achievements highlighted in the report include:

Achieved a 41% reduction in scope 1 and scope 2 greenhouse gas emissions as compared to a 2015 base year and remain on track towards our goal of a 50% reduction by 2030. Reduced water consumption at landlord-controlled properties by 35% as compared to 2021. Recycled over 7,400 metric tons of materials in 2025, representing a 37% waste diversion rate. Earnings Conference Call Information

The Company will host an earnings conference call and audio webcast on August 6, 2026 at 5:00 PM ET. All interested parties can access the earnings call by dialing 1-833-309-3473 (Toll Free) or 1-785-838-9251 (Toll/International) using conference ID "URBAN" (87226). The call will also be webcast and available in listen-only mode on the investors page of our website: www.uedge.com. A replay will be available at the webcast link on the investors page for one year following the conclusion of the call. A telephonic replay of the call will also be available starting August 6, 2026 at 8:00 PM ET through August 20, 2026 at 11:59 PM ET by dialing 1-844-512-2921 (Toll Free) or 1-412-317-6671 (Toll/International) using conference ID 11162144.

(1)

Refer to "Non-GAAP Financial Measures" on page 6 and "Operating Metrics" on page 7 for definitions and additional details. Reported consolidated occupancy excludes the impact of Sunrise Mall. Including Sunrise Mall, consolidated portfolio leased occupancy was 96.5% at June 30, 2026.

(2)

Refer to page 11 for a reconciliation of net income to FFO and FFO as Adjusted for the three and six months ended June 30, 2026.

(3)

Refer to page 12 for a reconciliation of net income to NOI and Same-Property NOI for the three and six months ended June 30, 2026.

(4)

Net debt as of June 30, 2026 is calculated as total consolidated debt of $1.7 billion less total cash and cash equivalents, including restricted cash, of $82 million. Total consolidated debt and mortgages payable excludes unamortized debt issuance costs of $11.9 million and our $30.0 million mortgage secured by our property in Morris Plains, NJ which is classified as held for sale as of June 30, 2026. Including the $30.0 million mortgage secured by our property in Morris Plains, NJ, weighted average term to maturity of mortgages payable is 3.4 years.

(5)

Availability under our unsecured credit facilities is net of letters of credit issued under the unsecured line of credit. The Company obtained seven letters of credit aggregating $20.5 million which have reduced the available balance commensurate with their face values but remain undrawn and no separate liability has been recorded.

2026 Earnings Guidance

The Company has raised its 2026 full-year guidance ranges for net income, FFO, and FFO as Adjusted, estimating net income of $0.57 to $0.61 per diluted share, net income attributable to common shareholders of $0.55 to $0.58 per diluted share, FFO of $1.57 to $1.60 per diluted share, and FFO as Adjusted of $1.50 to $1.54 per diluted share. Below is a summary of the Company's 2026 outlook, assumptions used in its forecasting, and a reconciliation of the range of estimated earnings, FFO, and FFO as Adjusted per diluted share.

Previous Guidance

Revised Guidance

Net income per diluted share

$0.56 - $0.60

$0.57 - $0.61

Net income attributable to common shareholders per diluted share

$0.54 - $0.58

$0.55 - $0.58

FFO per diluted share

$1.54 - $1.58

$1.57 - $1.60

FFO as Adjusted per diluted share

$1.48 - $1.52

$1.50 - $1.54

The Company's revised 2026 full-year outlook is based on the following assumptions:

Same-property NOI growth, including properties in redevelopment, of 3.25% to 3.75%, reflecting an increase from our previous assumption of 3.00% to 3.75%. Recurring G&A expenses ranging from $34.5 million to $36.5 million, unchanged from our previous assumption. Interest and debt expense ranging from $78.0 million to $79.0 million, unchanged from our previous assumption. Acquisitions of $95 million, reflecting activity completed year-to-date, and dispositions of $60.5 million reflecting properties currently under contract. Excludes items that impact FFO comparability, including gains and/or losses on extinguishment of debt, transaction, severance, litigation, and other one-time items outside of the ordinary course of business. Guidance 2026E

Per Diluted Share(1)

(in thousands, except per share amounts)

Low

High

Low

High

Net income

$

75,600

$

80,000

$

0.57

$

0.61

Less net (income) loss attributable to noncontrolling interests in:

Operating partnership

(3,900

)

(4,100

)

(0.03

)

(0.03

)

Consolidated subsidiaries

900

900

0.01

0.01

Net income attributable to common shareholders

72,600

76,800

0.55

0.58

Adjustments:

Rental property depreciation and amortization

130,000

130,000

0.99

0.99

Limited partnership interests in operating partnership

3,900

4,100

0.03

0.03

FFO Applicable to diluted common shareholders

206,500

210,900

1.57

1.60

Adjustments to FFO:

Transaction, severance, litigation expenses and other, net

(7,700

)

(7,700

)

(0.06

)

(0.06

)

Loss on extinguishment of debt

200

200

—

—

Non-cash adjustments(2)

(1,400

)

(1,400

)

(0.01

)

(0.01

)

FFO as Adjusted applicable to diluted common shareholders

$

197,600

$

202,000

$

1.50

$

1.54

The following table is a reconciliation bridging 2025 FFO per diluted share to the Company's estimated 2026 FFO per diluted share:

Per Diluted Share(1)

Low

High

2025 FFO applicable to diluted common shareholders

$

1.43

$

1.43

2025 Items impacting FFO comparability(2)

0.01

0.01

2026 Items impacting FFO comparability(2)

0.07

0.07

Same-property NOI growth, including redevelopment

0.07

0.08

Acquisitions net of dispositions NOI growth

0.02

0.02

Interest and debt expense

(0.01

)

—

Recurring general and administrative

(0.01

)

—

Straight-line rent and non-cash items

(0.01

)

—

Lease termination and other income

0.01

0.01

2026 FFO applicable to diluted common shareholders

$

1.57

$

1.60

The Company is providing a projection of anticipated net income solely to satisfy the disclosure requirements of the Securities and Exchange Commission ("SEC"). The Company's projections are based on management’s current beliefs and assumptions about the Company's business, and the industry and the markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2026 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Forward-Looking Statements” disclosures on page 8 of this document and “Risk Factors” disclosed in the Company's annual and quarterly reports filed with the SEC for more information.

Non-GAAP Financial Measures

The Company uses certain non-GAAP performance measures, in addition to the primary GAAP presentations, as we believe these measures improve the understanding of the Company's operational results. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the investing public, and thus such reported measures are subject to change. The Company's non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results. Additionally, the Company's computation of non-GAAP metrics may not be comparable to similarly titled non-GAAP metrics reported by other real estate investment trusts ("REITs") or real estate companies that define these metrics differently and, as a result, it is important to understand the manner in which the Company defines and calculates each of its non-GAAP metrics. The following non-GAAP measures are commonly used by the Company and investing public to understand and evaluate our operating results and performance:

FFO: The Company believes FFO is a useful, supplemental measure of its operating performance that is a recognized metric used extensively by the real estate industry and, in particular REITs. FFO, as defined by the National Association of Real Estate Investment Trusts ("Nareit") and the Company, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT, impairments on depreciable real estate or land related to a REIT's main business, earnings from consolidated partially owned entities and rental property depreciation and amortization expense. The Company believes that financial analysts, investors and shareholders are better served by the presentation of comparable period operating results generated from FFO primarily because it excludes the assumption that the value of real estate assets diminishes predictably. FFO does not represent cash flows from operating activities in accordance with GAAP, should not be considered an alternative to net income as an indication of our performance, and is not indicative of cash flow as a measure of liquidity or our ability to make cash distributions. FFO as Adjusted: The Company provides disclosure of FFO as Adjusted because it believes it is a useful supplemental measure of its core operating performance that facilitates comparability of historical financial periods. FFO as Adjusted is calculated by making certain adjustments to FFO to account for items the Company does not believe are representative of ongoing core operating results, including non-comparable revenues and expenses. The Company's method of calculating FFO as Adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. NOI: The Company uses NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. The Company believes NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The Company calculates NOI using net income as defined by GAAP reflecting only those income and expense items that are incurred at the property level and through the Company's captive insurance program, adjusted for non-cash rental income and expense, impairments on depreciable real estate or land, and income or expenses that we do not believe are representative of ongoing operating results, if any. In addition, the Company uses NOI margin, calculated as NOI divided by total property revenue, which the Company believes is useful to investors for similar reasons. Same-property NOI: The Company provides disclosure of NOI on a same-property basis, which includes the results of properties that were owned and operated for the entirety of the reporting periods being compared, which total 65 properties for the three and six months ended June 30, 2026 and 2025. Information provided on a same-property basis excludes properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area ("GLA") is taken out of service and also excludes properties acquired, sold, held for sale, or that are in the foreclosure process during the periods being compared, and results of our captive insurance program. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition, or foreclosure of properties and results of our captive insurance program during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company's properties. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when it is designated as a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan that is expected to have a significant impact on its operating income. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. The Company has also provided disclosure of NOI on a same-property basis adjusted to include redevelopment properties. Same-property NOI may include other adjustments as detailed in the Reconciliation of Net Income to NOI and Same-Property NOI included in the tables accompanying this press release. EBITDAre and Adjusted EBITDAre: EBITDAre and Adjusted EBITDAre are supplemental, non-GAAP measures utilized by us in various financial ratios. The White Paper on EBITDAre, approved by Nareit's Board of Governors in September 2017, defines EBITDAre as net income (computed in accordance with GAAP), adjusted for interest expense, income tax (benefit) expense, depreciation and amortization, losses and gains on the disposition of depreciated property, impairment write-downs of depreciated property and investments in unconsolidated joint ventures, and adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. EBITDAre and Adjusted EBITDAre are presented to assist investors in the evaluation of REITs, as a measure of the Company's operational performance as they exclude various items that do not relate to or are not indicative of our operating performance and because they approximate key performance measures in our debt covenants. Accordingly, the Company believes that the use of EBITDAre and Adjusted EBITDAre, as opposed to income before income taxes, in various ratios provides meaningful performance measures related to the Company's ability to meet various coverage tests for the stated periods. Adjusted EBITDAre may include other adjustments not indicative of operating results as detailed in the Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre included in the tables accompanying this press release. The Company also presents the ratio of net debt (net of cash) to annualized Adjusted EBITDAre as of June 30, 2026, and net debt (net of cash) to total market capitalization, which it believes is useful to investors as a supplemental measure in evaluating the Company's balance sheet leverage. The Company believes net income is the most directly comparable GAAP financial measure to the non-GAAP performance measures outlined above. Reconciliations of these measures to net income have been provided in the tables accompanying this press release.

Operating Metrics

The Company presents certain operating metrics related to our properties, including occupancy, leasing activity and rental rates. Operating metrics used by the Company are useful to investors in facilitating an understanding of the operational performance for our properties.

Recovery ratios represent the percentage of operating expenses recuperated through tenant reimbursements. This metric is presented on a same-property and same-property including redevelopment basis and is calculated by dividing tenant expense reimbursements (adjusted to exclude any ancillary income) by the sum of real estate taxes and property operating expenses.

Occupancy metrics represent the percentage of occupied gross leasable area based on executed leases (including properties in development and redevelopment) and include leases signed, but for which rent has not yet commenced. Same-property portfolio leased occupancy includes properties that have been owned and operated for the entirety of the reporting periods being compared, which total 65 properties for the three and six months ended June 30, 2026 and 2025. Occupancy metrics presented for the Company's same-property portfolio exclude properties under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired within the past 12 months, properties sold or held for sale, and properties that are in the foreclosure process during the periods being compared.

Executed new leases, renewals and exercised options are presented on a same-space basis. Same-space leases represent those leases signed on spaces for which there was a previous lease.

The Company occasionally provides disclosures by tenant categories which include anchors, shops and industrial/self-storage. Anchors and shops are further broken down by local, regional and national tenants. We define anchor tenants as those who have a leased area of >10,000 sf. Local tenants are defined as those with less than five locations. Regional tenants are those with five or more locations in a single region. National tenants are defined as those with five or more locations and that operate in two or more regions.

ADDITIONAL INFORMATION

For a copy of the Company’s supplemental disclosure package, please access the "Investors" section of our website at www.uedge.com. Our website also includes other financial information, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports.

The Company uses, and intends to continue to use, the “Investors” page of its website, which can be found at www.uedge.com, as a means of disclosing material nonpublic information and of complying with its disclosure obligations under Regulation FD, including, without limitation, through the posting of investor presentations that may include material nonpublic information. Accordingly, investors should monitor the “Investors” page, in addition to following the Company's press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

ABOUT URBAN EDGE

Urban Edge Properties is a NYSE listed real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge owns 75 properties totaling 16.2 million square feet of gross leasable area.

FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition, business and targeted occupancy may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this press release. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) macroeconomic conditions, including geopolitical conditions and instability, and international trade disputes, including any related tariffs, which may lead to rising inflation, adverse impacts to supply chains, and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (ii) the economic, political and social impact of, and uncertainty relating to, epidemics and pandemics; (iii) the loss or bankruptcy of major tenants; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration and the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (v) the impact of e-commerce on our tenants’ business; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates, rising inflation, and other factors; (ix) the Company’s ability to pay down, refinance, hedge, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches; (xv) the loss of key executives; and (xvi) the accuracy of methodologies and estimates regarding our environmental, social and governance (collectively, our Corporate Responsibility or “CR”) metrics, goals and targets, tenant willingness and ability to collaborate towards reporting CR metrics and meeting CR goals and targets, and the impact of governmental regulation on our CR efforts. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the other documents filed by the Company with the Securities and Exchange Commission (the "SEC").

We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for any forward-looking statements included in this press release. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this press release.

URBAN EDGE PROPERTIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

  June 30,

December 31,

2026

2025

ASSETS

Real estate, at cost:

Land

$

669,498

$

669,078

Buildings and improvements

2,861,588

2,835,540

Construction in progress

382,031

327,413

Furniture, fixtures and equipment

14,035

13,059

Total

3,927,152

3,845,090

Accumulated depreciation and amortization

(964,931

)

(935,548

)

Real estate, net

2,962,221

2,909,542

Operating lease right-of-use assets

55,618

58,917

Cash and cash equivalents

58,264

48,881

Restricted cash

23,884

29,984

Tenant and other receivables

26,300

26,658

Receivables arising from the straight-lining of rents

62,755

63,842

Identified intangible assets, net of accumulated amortization of $71,193 and $70,514, respectively

85,189

87,591

Deferred leasing costs, net of accumulated amortization of $22,018 and $21,982, respectively

29,430

31,220

Prepaid expenses and other assets

80,727

55,236

Total assets

$

3,384,388

$

3,311,871

LIABILITIES AND EQUITY

Liabilities:

Mortgages payable, net

$

1,632,980

$

1,606,774

Unsecured line of credit

55,000

—

Operating lease liabilities

53,172

56,329

Accounts payable, accrued expenses and other liabilities

108,764

97,397

Identified intangible liabilities, net of accumulated amortization of $58,036 and $59,668, respectively

157,096

174,899

Total liabilities

2,007,012

1,935,399

Commitments and contingencies

Shareholders’ equity:

Common shares: $0.01 par value; 500,000,000 shares authorized and 126,224,466 and 125,912,647 shares issued and outstanding, respectively

1,261

1,257

Additional paid-in capital

1,168,529

1,163,939

Accumulated other comprehensive income (loss)

2,136

(703

)

Accumulated earnings

112,159

124,566

Noncontrolling interests:

Operating partnership

73,982

69,140

Consolidated subsidiaries

19,309

18,273

Total equity

1,377,376

1,376,472

Total liabilities and equity

$

3,384,388

$

3,311,871

URBAN EDGE PROPERTIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

  Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

REVENUE

Rental revenue

$

122,645

$

113,912

$

246,830

$

232,004

Other income

136

172

8,575

245

Total revenue

122,781

114,084

255,405

232,249

EXPENSES

Depreciation and amortization

35,036

32,602

67,348

69,797

Real estate taxes

16,875

16,582

33,477

32,940

Property operating

19,317

18,874

48,255

42,933

General and administrative

9,680

11,717

18,816

21,248

Lease expense

3,275

3,290

6,448

6,661

Total expenses

84,183

83,065

174,344

173,579

Gain on sale of real estate

—

49,462

—

49,462

Interest income

599

667

992

1,274

Interest and debt expense

(19,801

)

(19,537

)

(38,520

)

(39,292

)

(Loss) gain on extinguishment of debt

—

(175

)

(212

)

323

Income before income taxes

19,396

61,436

43,321

70,437

Income tax expense

(749

)

(643

)

(1,127

)

(1,262

)

Net income

18,647

60,793

42,194

69,175

Less net (income) loss attributable to noncontrolling interests in:

Operating partnership

(930

)

(3,058

)

(2,107

)

(3,490

)

Consolidated subsidiaries

205

243

480

491

Net income attributable to common shareholders

$

17,922

$

57,978

$

40,567

$

66,176

Earnings per common share - Basic:

$

0.14

$

0.46

$

0.32

$

0.53

Earnings per common share - Diluted:

$

0.14

$

0.46

$

0.32

$

0.53

Weighted average shares outstanding - Basic

126,069

125,688

125,975

125,601

Weighted average shares outstanding - Diluted

131,668

125,766

131,304

125,780

Reconciliation of Net Income to FFO and FFO as Adjusted

The following table reflects the reconciliation of net income to FFO and FFO as Adjusted for the three and six months ended June 30, 2026 and 2025. Net income is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 6 for a description of FFO and FFO as Adjusted.

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Net income

$

18,647

$

60,793

$

42,194

$

69,175

Less net (income) loss attributable to noncontrolling interests in:

Consolidated subsidiaries

205

243

480

491

Operating partnership

(930

)

(3,058

)

(2,107

)

(3,490

)

Net income attributable to common shareholders

17,922

57,978

40,567

66,176

Adjustments:

Rental property depreciation and amortization

34,543

32,205

66,378

69,033

Limited partnership interests in operating partnership

930

3,058

2,107

3,490

Gain on sale of real estate

—

(49,462

)

—

(49,462

)

FFO Applicable to diluted common shareholders

53,395

43,779

109,052

89,237

FFO per diluted common share(1)

0.41

0.34

0.83

0.68

Adjustments to FFO:

Transaction, severance, litigation expenses and other, net(2)

385

3,151

(7,915

)

4,175

Non-cash adjustments(3)

(1,448

)

155

(1,448

)

92

Loss (gain) on extinguishment of debt

—

175

212

(323

)

Tenant bankruptcy settlement income

(65

)

(8

)

(65

)

(8

)

FFO as Adjusted applicable to diluted common shareholders

$

52,267

$

47,252

$

99,836

$

93,173

FFO as Adjusted per diluted common share(1)

$

0.40

$

0.36

$

0.76

$

0.71

Weighted Average diluted common shares(1)

131,668

130,623

131,304

130,476

Reconciliation of Net Income to NOI and Same-Property NOI

The following table reflects the reconciliation of net income to NOI, same-property NOI and same-property NOI including properties in redevelopment for the three and six months ended June 30, 2026 and 2025. Net income is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 6 for a description of NOI and same-property NOI.

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Net income

$

18,647

$

60,793

$

42,194

$

69,175

Depreciation and amortization

35,036

32,602

67,348

69,797

Interest and debt expense

19,801

19,537

38,520

39,292

General and administrative expense

9,680

11,717

18,816

21,248

Loss (gain) on extinguishment of debt

—

175

212

(323

)

Other expense (income)

435

455

(7,631

)

922

Income tax expense

749

643

1,127

1,262

Gain on sale of real estate

—

(49,462

)

—

(49,462

)

Interest income

(599

)

(667

)

(992

)

(1,274

)

Non-cash revenue and expenses

(4,776

)

(2,762

)

(7,595

)

(6,034

)

NOI

78,973

73,031

151,999

144,603

Adjustments:

Sunrise Mall net operating loss

45

340

524

635

Tenant bankruptcy settlement income and lease termination income

(2,315

)

(8

)

(2,315

)

(69

)

Non-same property NOI and other(1)

(10,699

)

(9,386

)

(20,069

)

(18,554

)

Same-property NOI

$

66,004

$

63,977

$

130,139

$

126,615

NOI related to properties being redeveloped

6,820

6,578

13,403

12,727

Same-property NOI including properties in redevelopment

$

72,824

$

70,555

$

143,542

$

139,342

Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre

The following table reflects the reconciliation of net income to EBITDAre and Adjusted EBITDAre for the three and six months ended June 30, 2026 and 2025. Net income is considered the most directly comparable GAAP measure. Refer to "Non-GAAP Financial Measures" on page 6 for a description of EBITDAre and Adjusted EBITDAre.

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Net income

$

18,647

$

60,793

$

42,194

$

69,175

Depreciation and amortization

35,036

32,602

67,348

69,797

Interest and debt expense

19,801

19,537

38,520

39,292

Income tax expense

749

643

1,127

1,262

Gain on sale of real estate

—

(49,462

)

—

(49,462

)

EBITDAre

74,233

64,113

149,189

130,064

Adjustments for Adjusted EBITDAre:

Transaction, severance, litigation expenses and other, net(1)

385

3,151

(7,915

)

4,175

Loss (gain) on extinguishment of debt

—

175

212

(323

)

Non-cash adjustments(2)

(1,448

)

155

(1,448

)

92

Tenant bankruptcy settlement income

(65

)

(8

)

(65

)

(8

)

Adjusted EBITDAre

$

73,105

$

67,586

$

139,973

$

134,000

, /PRNewswire/ -- 10x Genomics, Inc. (Nasdaq: TXG), the life science technology leader focused on accelerating science and advancing human health, today reported financial results for the second quarter ended June 30, 2026.

Recent Updates

Revenue was $151.0 million for the second quarter of 2026. Excluding $1.6 million related to a patent litigation settlement, revenue was $149.4 million. Revenue increased 3% over the corresponding period of 2025 when excluding non-recurring settlement revenue in both the current and prior-year periods. Acquired Proteintech Genomics, a division within Proteintech Group, strengthening the company's multiomics strategy by adding advanced protein detection capabilities to its single cell and spatial platforms. Announced multi-year research collaborations with Cleveland Clinic and Lausanne University Hospital to advance research in diagnostic applications of single cell and spatial technologies for cancer care, furthering the company's diagnostics strategy. "The story of the quarter was the extraordinary customer response to Atera. We are highly encouraged by the engagement across the research ecosystem and the very strong early order flow," said Serge Saxonov, Co-founder and CEO of 10x Genomics. "Combined with the continued momentum across the rest of the business and our strong operating foundation, we are uniquely well-positioned for the opportunities ahead."

Second Quarter 2026 Financial Results

Revenue was $151.0 million for the second quarter of 2026, as compared to $172.9 million for the corresponding period of 2025. Excluding $1.6 million and $27.3 million of non-recurring revenue related to patent litigation settlements in the second quarter of 2026 and 2025, respectively, revenue increased 3% over the corresponding period of 2025.

Gross margin was 74% for the second quarter of 2026, as compared to 72% for the corresponding prior year period. The increase in gross margin was primarily due to lower manufacturing costs, which included $2.6 million of tariff refunds, as well as lower inventory write-downs, partially offset by a decrease in non-recurring license and royalty revenue.

Operating expenses were $132.1 million for the second quarter of 2026, a 39% increase from $95.0 million for the corresponding prior year period. The increase was primarily due to a lower gain on settlement of $3.4 million recognized in the second quarter of 2026, as compared to a $40.7 million gain on settlement recognized in the second quarter of 2025. Excluding impacts from settlements, operating expenses were approximately flat year-over-year.

Operating loss was $19.6 million for the second quarter of 2026, as compared to operating income of $30.1 million for the corresponding prior year period.

Net loss was $17.9 million for the second quarter of 2026, as compared to net income of $34.5 million for the corresponding prior year period.

Cash and cash equivalents and marketable securities were $552.0 million as of June 30, 2026.

2026 Financial Guidance 

10x Genomics is raising its full year 2026 revenue guidance and now expects revenue in the range of $610 million to $630 million, versus the previous range of $600 million to $625 million. Excluding the non-recurring license and royalty revenue related to patent litigation settlements in both 2026 and 2025, this represents 2% to 5% growth over full year 2025.

Webcast and Conference Call Information

10x Genomics will host a conference call to discuss the second quarter 2026 financial results, business developments and outlook after market close on Thursday, August 6, 2026 at 1:30 PM Pacific Time / 4:30 PM Eastern Time. A webcast of the conference call can be accessed at http://investors.10xgenomics.com. The webcast will be archived and available for replay at least 45 days after the event.

About 10x Genomics

10x Genomics is a life science technology company building products to accelerate the mastery of biology and advance human health. Our integrated research solutions include instruments, consumables and software for single cell and spatial biology, which help academic and translational researchers and biopharmaceutical companies understand biological systems at a resolution and scale that matches the complexity of biology. Our products are behind breakthroughs in oncology, immunology, neuroscience and more, fueling powerful discoveries that are transforming the world's understanding of health and disease. To learn more, visit 10xgenomics.com or connect with us on LinkedIn, X, Facebook, Bluesky or YouTube.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. All statements included in this press release, other than statements of historical facts, may be forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "might," "will," "should," "expect," "plan," "outlook," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "see," "estimate," "predict," "potential," "would," "likely," "seek" or "continue" or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include statements regarding 10x Genomics, Inc.'s products, services, business strategy, collaborations and opportunities and 10x Genomics, Inc.'s financial performance and results of operations, including expectations regarding revenue and guidance. These statements are based on management's current expectations, forecasts, beliefs, estimates, assumptions and information currently available to management. Actual outcomes and results could differ materially from these statements due to a number of factors and such statements should not be relied upon as representing 10x Genomics, Inc.'s views as of any date subsequent to the date of this press release. 10x Genomics, Inc. disclaims any obligation to update any forward-looking statements provided to reflect any change in 10x Genomics' expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. The material risks and uncertainties that could affect 10x Genomics, Inc.'s financial and operating results and cause actual results to differ materially from those indicated by the forward-looking statements made in this press release include those discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's most recently-filed 10-K for the fiscal year ended December 31, 2025 filed on February 12, 2026 and the company's quarterly report on Form 10-Q for the quarter ended June 30, 2026 to be filed with the U.S. Securities and Exchange Commission ("SEC"), and elsewhere in the documents 10x Genomics, Inc. files with the SEC from time to time.

Disclosure Information

10x Genomics uses filings with the Securities and Exchange Commission, its website (www.10xgenomics.com), press releases, public conference calls, public webcasts and its social media accounts as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Contacts

Investors: [email protected]

Media: [email protected]

10x Genomics, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2026

2025

2026

2025

Products and services revenue

$      149,094

$      145,157

$      298,990

$      282,980

License and royalty revenue

1,942

27,751

2,889

44,811

Revenue (1)

151,036

172,908

301,879

327,791

Cost of products and services revenue (2)

38,539

47,824

83,204

97,262

Gross profit

112,497

125,084

218,675

230,529

Operating expenses:

Research and development (2)

56,791

61,224

113,638

125,469

Selling, general and administrative (2)

78,661

74,434

145,038

164,162

Gain on settlement

(3,400)

(40,700)

(3,400)

(49,900)

Total operating expenses

132,052

94,958

255,276

239,731

Income (loss) from operations

(19,555)

30,126

(36,601)

(9,202)

Other income (expense):

Interest income

4,797

4,271

9,811

7,957

Interest expense

—

(3)

—

(3)

Other income (expense), net

(3,887)

2,603

(4,702)

4,739

Total other income

910

6,871

5,109

12,693

Income (loss) before provision for income taxes

(18,645)

36,997

(31,492)

3,491

Provision for (benefit from) income taxes

(714)

2,459

(91)

3,311

Net income (loss)

$     (17,931)

$       34,538

$      (31,401)

$           180

Net income (loss) per share, basic

$         (0.14)

$           0.28

$          (0.24)

$0.00

Net income (loss) per share, diluted

$         (0.14)

$           0.28

$          (0.24)

$0.00

Weighted-average shares used to compute net income
(loss) per share, basic

129,984,169

123,755,409

129,050,312

123,183,924

Weighted-average shares used to compute net income
(loss) per share, diluted

129,984,169

124,509,720

129,050,312

124,258,150

(1)

 The following table represents total revenue by source for the periods indicated (in thousands). Spatial includes the Company's Visium and Xenium products:

Three Months Ended
June 30,

Six Months Ended
June 30,

2026

2025

2026

2025

Instruments

Single Cell

$        3,087

$        5,727

$         8,310

$       11,640

Spatial

4,574

8,770

$       10,613

17,672

Total instruments revenue

7,661

14,497

18,923

29,312

Consumables

Single Cell

88,451

85,788

177,345

169,897

Spatial

42,301

36,397

83,208

67,644

Total consumables revenue

130,752

122,185

260,553

237,541

Services

10,681

8,475

19,514

16,127

Products and services revenue

149,094

145,157

$      298,990

$      282,980

License and royalty revenue

1,942

27,751

$          2,889

$        44,811

Total revenue

$      151,036

$      172,908

$      301,879

$      327,791

(1)

 The following table presents revenue by geography based on the location of the customer for the periods indicated (in thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,

2026

2025

2026

2025

Americas

United States*

$       82,109

$      103,491

$      158,802

$      190,309

Americas (excluding United States)

2,917

2,667

$          6,323

6,419

Total Americas

85,026

106,158

165,125

196,728

Europe, Middle East and Africa

39,972

34,734

76,824

66,629

Asia-Pacific

China

14,968

23,170

30,805

40,053

Asia-Pacific (excluding China)

11,070

8,846

29,125

24,381

Total Asia-Pacific

26,038

32,016

59,930

64,434

Total revenue

$      151,036

$      172,908

$      301,879

$      327,791

* Includes license and royalty revenue.

(2)

 Includes stock-based compensation expense as follows:

Three Months Ended
June 30,

Six Months Ended
June 30,

(in thousands)

2026

2025

2026

2025

Cost of revenue

$         1,836

$         1,989

$         3,754

$         4,470

Research and development

10,533

12,613

21,228

26,719

Selling, general and administrative

13,247

12,643

23,276

27,132

Total stock-based compensation expense

$       25,616

$       27,245

$       48,258

$       58,321

10x Genomics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

June 30,
2026

December 31,
2025

Assets

Current assets:

Cash and cash equivalents

$      502,512

$      473,966

Marketable securities

49,521

49,443

Accounts receivable, net

47,545

47,013

Other receivables

3,084

35,480

Inventory

52,616

56,341

Prepaid expenses and other current assets

19,393

22,208

Total current assets

674,671

684,451

Property and equipment, net

215,324

226,711

Operating lease right-of-use assets

56,685

60,450

Goodwill

6,918

4,511

Intangible assets, net

61,160

62,329

Other noncurrent assets

15,308

2,913

Total assets

$   1,030,066

$   1,041,365

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$       20,694

$       12,733

Accrued compensation and related benefits

24,744

42,500

Accrued expenses and other current liabilities

30,377

39,971

Deferred revenue

23,610

23,902

Operating lease liabilities

12,015

10,985

Contingent consideration, current

7,069

23,363

Total current liabilities

118,509

153,454

Contingent consideration, noncurrent

2,991

1,237

Operating lease liabilities, noncurrent

66,781

73,376

Deferred revenue, noncurrent

9,683

10,501

Other noncurrent liabilities

6,556

6,471

Total liabilities

204,520

245,039

Stockholders' equity:

Preferred stock

—

—

Common stock

2

2

Additional paid-in capital

2,367,459

2,306,690

Accumulated deficit

(1,541,992)

(1,510,591)

Accumulated other comprehensive income

77

225

Total stockholders' equity

825,546

796,326

Total liabilities and stockholders' equity

$   1,030,066

$   1,041,365

SOURCE 10x Genomics, Inc.

Sweetgreen on Thursday cut its full-year outlook and is now projecting steeper same-store sales declines due to diner fears of eating fresh produce during the ongoing cyclospora outbreak.

Shares of the salad chain fell more than 15% in extended trading.

Sweetgreen has not been implicated in the ongoing outbreak that has sickened at least 10,000 people and led to two deaths, according to data from the Centers for Disease Control and Prevention. The Food and Drug Administration has pointed to iceberg lettuce supplied by a Taylor Farms facility in central Mexico as the likely culprit, and the contaminated products have been recalled. The only nationwide restaurant chain linked to the outbreak is Yum Brands' Taco Bell, which is already seeing sales bounce back.

Still, fear of the water-borne parasite has weighed on many consumers' desire for fresh produce, particularly salad.

"The Company's updated outlook reflects reduced consumer demand for fresh prepared foods due to the multistate outbreak of cyclosporiasis since mid-July," Sweetgreen said in a statement. "The pace and timing of recovery remain uncertain."

For 2026, the company is now projecting its annual same-store sales could shrink 7% to 8%. Its previous forecast anticipated same-store sales declines of just 2% to 4%.

Sweetgreen is also expecting to report an adjusted loss before interest, taxes, depreciation and amortization of $27 million to $23 million. It was previously forecasting earnings before interest, taxes, depreciation and amortization of $1 million to $6 million.

Other restaurant chains not linked to the contaminated iceberg lettuce have also seen their sales fall. Chipotle Mexican Grill said in late July that cyclospora fears had about a 2 percentage point impact on sales in the second half of July. Salad and Go, an already struggling chain, filed for bankruptcy protection on Tuesday, saying that consumer mistrust from the outbreak excerbated its ongoing business challenges.

Sweetgreen also reported its second-quarter results after the bell on Tuesday. Its quarterly loss was steeper than expected, and its revenue fell short of Wall Street's expectations.

Roivant Sciences Ltd. (ROIV) Q1 2026 Earnings Call August 6, 2026 8:00 AM EDT

Company Participants

Stephanie Lee Griffin - Chief Operating Officer of Roivant Platforms
Matthew Gline - CEO & Director

Conference Call Participants

Brian Chen
David Risinger - Leerink Partners LLC, Research Division
Samantha Semenkow - Citigroup Inc., Research Division
Prakhar Agrawal - Cantor Fitzgerald & Co., Research Division
Andy Chen - Wolfe Research, LLC
Yatin Suneja - Guggenheim Securities, LLC, Research Division
Yaron Werber - TD Cowen, Research Division
Thomas Smith - Leerink Partners LLC, Research Division
Yasmeen Rahimi - Piper Sandler & Co., Research Division
Samuel Slutsky - LifeSci Capital, LLC, Research Division
Alexander Thompson - Stifel, Nicolaus & Company, Incorporated, Research Division

Presentation

Operator

Good day, and thank you for standing by. Welcome to Roivant First Quarter 2026 Earnings Conference Call. [Operator Instructions]

Please be advised that today's call is being recorded. I would now like to hand the conference over to your first speaker today, Stephanie Lee. Thank you. Please go ahead.

Stephanie Lee Griffin
Chief Operating Officer of Roivant Platforms

Good morning, and thanks for joining today's call to review Roivant's financial results for the first quarter ended June 30, 2026. I'm Stephanie Lee with Roivant. Presenting today, we have Matt Gline, CEO of Roivant. For those dialing in via conference call, you can find the slides being presented today as well as the press release announcing these updates on our IR website at www.investor.roivant.com.

We'll also be providing the current slide numbers as we present to help you follow along. I'd like to remind you that we'll be making certain forward-looking statements during today's presentation. We strongly encourage you to review the information that we have filed with the SEC for more information regarding these forward-looking statements and related risks and uncertainties.

And with that, I'll turn it over to Matt.

IRVINE, Calif.--(BUSINESS WIRE)--Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the leading global franchisors of boutique health and wellness brands, today reported financial results for the second quarter ended June 30, 2026.

Financial Highlights: Q2 2026 Compared to Q2 2025

Revenue of $66.0 million decreased 13%. North America system-wide sales1 of $437.3 million were flat. North America same store sales2 decreased 6.8%, compared to growth of 2.4%. North America quarterly run-rate average unit volume (AUV)3 of $659,000, compared to $686,000. Net loss of $4.8 million, or a loss of $0.10 per basic share, on a share count of 42.0 million shares of Class A Common Stock, compared to a net income of $1.3 million, or loss per share of $0.01, on a share count of 35.0 million shares of Class A Common Stock. Adjusted net income4 of $0.8 million, or an adjusted net income of $0.02 per basic share4, compared to $14.5 million, or $0.26 per basic share4. Adjusted EBITDA5 of $21.9 million, compared to $28.1 million. “While our second quarter results were below expectations, we continued to make progress against the priorities we believe are most important to strengthening Xponential for the long term, including continued studio growth, both domestically and internationally, enhanced digital capabilities, and elevated franchisee studio support,” said Mike Nuzzo, Chief Executive Officer of Xponential Fitness. “These efforts, led by a strong management team working collaboratively across brands and functions, are laser focused on driving long term, sustainable growth and success for our franchisees.”

Operating Results for the Second Quarter Ended June 30, 2026

Total revenue was $66.0 million, down 13% from the prior year period. The decline in total revenue was expected and driven primarily by fewer equipment installations, and lower merchandise revenue following the Company’s transition to the new outsourced logistics arrangement.

Franchise revenue was $44.0 million, down 3% year-over-year. This decline was driven primarily by a decrease in same store sales, coupled with brand divestitures completed in 2025.

Equipment revenue was $7.1 million, down 26% year-over-year. This decrease was primarily the result of fewer global equipment installations, driven by fewer studio openings and lower franchise license sales.

Merchandise revenue was $0.5 million, down 90% year-over-year. The decrease was primarily driven by the change in the business model due to the Company’s transition from an in-house wholesale model to an outsourced retail model, as well as challenges related to the transition.

Franchise marketing fund revenue was $8.7 million, down 8% year-over-year. The decrease was primarily due to lower system-wide sales stemming from divested brands.

Other service revenue was $5.6 million, down 10% year-over-year, primarily driven by lower vendor commission and brand access fee revenues.

Selling, general and administrative expenses were $32.0 million, up 33% year-over-year, primarily driven by an increase in legal expenses.

Marketing fund expenses were $11.4 million, up 29% year-over-year. This increase reflected the timing of incremental marketing spend, as the Company front-loaded more investment in the second quarter of 2026 compared with the second quarter of 2025.

Net loss totaled $4.8 million, or a loss of $0.10 per basic share, compared to net income of $1.3 million, or a loss of $0.01 per basic share, in the prior year period.

Adjusted net income4 was $0.8 million, or adjusted net income of $0.02 per basic share4, compared to adjusted net income4 of $14.5 million, or adjusted net income of $0.26 per basic share4.

Adjusted EBITDA5 was $21.9 million, down 22% from $28.1 million in the prior year period.

Liquidity and Capital Resources

As of June 30, 2026, the Company had approximately $25.0 million of cash, cash equivalents and restricted cash and $522.4 million in total long-term debt. Net cash used in operating activities was $25.7 million for the quarter ended June 30, 2026.

All financial data included in this release refer to global numbers, unless otherwise noted. All KPI information is presented on an adjusted basis to include full historical data for all brands in the brand portfolio as of June 30, 2026, and to exclude all information for all brands not owned as of June 30, 2026. Definitions for the non-GAAP measures and a reconciliation to the corresponding GAAP measures are included in the tables that accompany this release.

2026 Outlook

The Company is revising its full year 2026 outlook, which compares to 2025 results as follows:

Net new studio openings of approximately 150, or a decrease of 25%. This compares to previous guidance of 150 to 170; North America system-wide sales1 in the range of $1.70 billion to $1.75 billion, or a decrease of 1% at the midpoint. This compares to previous guidance of $1.72 billion to $1.80 billion; Revenue in the range of $250.0 million to $260.0 million, representing a decrease of 19% at the midpoint. This compares to previous guidance of $260.0 million to $270.0 million; and Adjusted EBITDA5 in the range of $91.0 million to $97.0 million, representing a decrease of 16% at the midpoint. This compares to previous guidance of $100.0 million to $110.0 million. Additional key assumptions for full year 2026 include:

Tax rate in the mid-to-high single digits; Share count of 41.0 million shares of Class A Common Stock for the GAAP EPS and Adjusted EPS calculations. A full explanation of the Company’s share count calculation and associated EPS and Adjusted EPS calculations can be found in the tables at the end of this press release. The Company is not able to provide a quantitative reconciliation of the estimated full year Adjusted EBITDA for fiscal year ending December 31, 2026 without unreasonable efforts to the most directly comparable GAAP financial measure due to the high variability, complexity and low visibility with respect to certain items such as taxes, tax receivable agreement remeasurements, and income and expense from changes in fair value of contingent consideration from acquisitions. We expect the variability of these items to have a potentially unpredictable and potentially significant impact on future GAAP financial results, and, as such, we also believe that any reconciliations provided would imply a degree of precision that would be confusing or misleading to investors.

Second Quarter 2026 Conference Call

The Company will host a conference call today at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss its second quarter 2026 financial results. Participants may join the conference call by dialing 1-877-407-9716 (United States) or 1-201-493-6779 (International).

A live webcast of the conference call will also be available on the Company’s Investor Relations site at https://investor.xponential.com/. For those unable to participate in the conference call, a telephonic replay of the call will be available shortly after the completion of the call, until 11:59 p.m. ET on Thursday, August 20, 2026, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 13761232.

About Xponential Fitness, Inc.

Xponential Fitness, Inc. (NYSE: XPOF) is one of the leading global franchisors of boutique health and wellness brands. Through its mission to deliver the talents, assets, and capabilities necessary for successful franchise growth, the Company operates a diversified platform of five brands spanning modalities including Pilates, barre, stretching, strength training, and yoga. In partnership with its franchisees, and master franchisees, Xponential offers energetic, accessible, and personalized workout experiences led by highly qualified instructors in studio locations throughout the U.S. and internationally, with franchise, master franchise and international expansion agreements in 49 U.S. states, Puerto Rico, and 29 additional countries. Xponential’s portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to perform small isometric movements, and the largest barre brand in the United States; and BFT, a functional training and strength-based program. For more information, please visit the Company’s website at xponential.com.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe non-GAAP financial measures are useful in evaluating our operating performance. We use certain non-GAAP financial information, such as EBITDA, Adjusted EBITDA, adjusted net income (loss), and adjusted net earnings (loss) per share, which exclude certain non-operating or non-recurring items, including but not limited to, equity-based compensation expenses and related employer payroll taxes, acquisition and transaction expenses (income) (including change in contingent consideration), litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business net of insurance reimbursements), financial transaction fees and related expenses (including costs related to strategic alternatives and other contemplated corporate transactions), tax receivable agreement remeasurement, impairment of goodwill and other noncurrent assets, loss and expenses due to brand divestitures (excluding impairments) (including expenses directly related to the divested brands for arrangements that existed prior to divestiture, outsourcing of our retail merchandising and change in contingent consideration receivable related to a divested brand) executive transition costs (consisting of executive recruiting costs and other related costs), transformation initiative costs (primarily consisting of third-party professional consulting fees related to modifications of our business strategy and cost saving initiatives), and charges incurred in connection with our restructuring plan that we believe are not representative of our core business or future operating performance, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with comparable GAAP financial measures, is helpful to investors because it provides consistency and comparability with past financial performance and provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We seek to compensate such limitations by providing a detailed reconciliation for the non-GAAP financial measures to the most directly comparable financial measures stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business. For a reconciliation of non-GAAP to GAAP measures discussed in this release, please see the tables at the end of this press release.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. Forward-looking statements include, without limitation, statements relating to expected growth of our business; expected benefit of the changes in management; projected number of new studio openings; profitability; anticipated industry trends; projected financial and performance information such as system-wide sales and Adjusted EBITDA; and other statements under the section “2026 Outlook”; our competitive position in the boutique fitness and broader health and wellness industry; and ability to execute our business strategies and our strategic growth drivers. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to: franchisees’ ability to generate sufficient revenues; our ability to anticipate and satisfy consumer preferences; risks related to loss of reputation and brand awareness; our ability to manage changes in executive leadership; our ability to attract and retain key senior management and key employees; risks relating to expansion into international markets; macroeconomic conditions or economic downturns; geopolitical uncertainty, including, but not limited to, the impact of the presidential administration in the U.S. trade policies and tariffs and the ongoing conflicts in Europe and the Middle East; general economic conditions and industry trends; risks relating to our review of strategic alternatives, including that such review may not result in a transaction and could adversely affect our business, operations and stock price; and other risks as described in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the full year ended December 31, 2025, filed by Xponential with the SEC on March 4, 2026, and other periodic reports filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and Xponential undertakes no duty to update such information, except as required under applicable law.

Xponential Fitness, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)
(in thousands, except per share amounts)

June 30,

December 31,

2026

2025

Assets Current assets: Cash, cash equivalents and restricted cash $

24,988

$

45,863

Accounts receivable, net 17,428

18,449

Inventories 2,950

2,222

Prepaid expenses and other current assets 20,169

24,151

Deferred costs, current portion 3,794

3,671

Notes receivable, net 55

290

Total current assets 69,384

94,646

Property and equipment, net 9,418

10,891

Right-of-use assets 11,642

13,736

Goodwill 127,789

127,789

Intangible assets, net 65,229

66,507

Deferred costs, net of current portion 22,162

24,860

Other assets 4,219

7,205

Total assets $

309,843

$

345,634

Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) Current liabilities: Accounts payable $

15,986

$

26,282

Accrued expenses 31,126

51,202

Deferred revenue, current portion 17,259

19,324

Line of credit 10,000

—

Current portion of long-term debt 5,250

5,250

Other current liabilities 13,330

13,917

Total current liabilities 92,951

115,975

  Deferred revenue, net of current portion 65,225

69,567

Contingent consideration from acquisitions 8,561

10,309

Long-term debt, net of current portion, discount and issuance costs 499,524

500,500

Lease liabilities, net of current portion 10,860

14,243

Other liabilities 8,817

6,993

Total liabilities 685,938

717,587

Commitments and contingencies Redeemable convertible preferred stock, $0.0001 par value, 400 shares authorized,
none issued and outstanding as of June 30, 2026 and December 31, 2025 —

—

Stockholders' equity (deficit): Undesignated preferred stock, $0.0001 par value, 4,600 shares authorized, none issued and
outstanding as of June 30, 2026 and December 31, 2025 —

—

Class A common stock, $0.0001 par value, 500,000 shares authorized, 42,196 and 35,256 shares
issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 4

3

Class B common stock, $0.0001 par value, 500,000 shares authorized, 7,110 and 13,738 shares issued,
and 7,035 and 13,663 shares outstanding as of June 30, 2026 and December 31, 2025,
respectively —

1

Additional paid-in capital 443,147

489,732

Receivable from shareholder (17,502

)

(16,603

)

Accumulated deficit (745,382

)

(740,520

)

Treasury stock, at cost, 75 shares outstanding as of June 30, 2026 and December 31, 2025 (1,697

)

(1,697

)

Total stockholders' deficit attributable to Xponential Fitness, Inc. (321,430

)

(269,084

)

Noncontrolling interests (54,665

)

(102,869

)

Total stockholders' deficit (376,095

)

(371,953

)

Total liabilities, redeemable convertible preferred stock and stockholders' deficit $

309,843

$

345,634

Xponential Fitness, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue, net: Franchise revenue $

43,991

$

45,353

$

85,145

$

89,247

Equipment revenue 7,058

9,509

11,409

20,613

Merchandise revenue 542

5,613

1,195

11,868

Franchise marketing fund revenue 8,733

9,461

17,445

18,730

Other service revenue 5,644

6,272

11,488

12,633

Total revenue, net 65,968

76,208

126,682

153,091

Operating costs and expenses: Costs of product revenue 5,579

10,505

9,209

22,477

Costs of franchise and service revenue 4,198

3,955

7,460

8,052

Selling, general and administrative expenses 32,033

24,084

62,073

69,629

Impairment of goodwill and other noncurrent assets —

12,928

—

14,843

Depreciation and amortization 1,765

2,973

4,017

5,929

Marketing fund expense 11,440

8,855

23,114

18,212

Acquisition and transaction expense (income) 1,439

(1,915

)

(1,748

)

(10,553

)

Total operating costs and expenses 56,454

61,385

104,125

128,589

Operating income 9,514

14,823

22,557

24,502

Other expense (income): Interest income (668

)

(701

)

(1,305

)

(1,320

)

Interest expense 14,948

12,975

29,442

24,363

Tax receivable agreement expense —

891

—

1,975

Total other expense 14,280

13,165

28,137

25,018

Income (loss) before income taxes (4,766

)

1,658

(5,580

)

(516

)

Income taxes 65

312

71

797

Net income (loss) (4,831

)

1,346

(5,651

)

(1,313

)

Less: net income (loss) attributable to noncontrolling interests (694

)

377

(789

)

(359

)

Net income (loss) attributable to Xponential Fitness, Inc. $

(4,137

)

$

969

$

(4,862

)

$

(954

)

  Net loss per share of Class A common stock: Basic $

(0.10

)

$

(0.01

)

$

(0.12

)

$

(0.11

)

Diluted $

(0.10

)

$

(0.01

)

$

(0.12

)

$

(0.11

)

Weighted average shares of Class A common stock outstanding: Basic 42,031

34,972

39,687

34,444

Diluted 42,031

34,972

39,687

34,444

Xponential Fitness, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities: Net loss $

(5,651

)

$

(1,313

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 4,017

5,929

Amortization and write off of debt issuance costs 156

87

Amortization and write off of discount on long-term debt 1,585

3,664

Change in contingent consideration from acquisitions (1,748

)

(10,553

)

Non-cash lease expense 1,888

2,207

Change in tax receivable agreement liability —

1,975

Bad debt expense 89

1,163

Equity-based compensation 3,687

5,947

Non-cash interest (976

)

(747

)

Gain on disposal of assets and lease terminations (718

)

(931

)

Change in contingent consideration receivable from Lindora 3,593

—

Impairment of goodwill and other noncurrent assets —

14,843

Changes in assets and liabilities, net of effect of acquisition: Accounts receivable 1,432

(11,949

)

Inventories (727

)

2,624

Prepaid expenses and other current assets 3,196

(4,146

)

Operating lease liabilities (1,994

)

(1,934

)

Deferred costs 2,575

2,065

Notes receivable, net 3

1

Accounts payable (11,173

)

(4,662

)

Accrued expenses (20,577

)

12,127

Other current liabilities 1

(2,417

)

Deferred revenue (6,407

)

(7,335

)

Other assets 198

1,296

Other liabilities 1,824

400

Net cash provided by (used in) operating activities (25,727

)

8,341

Cash flows from investing activities: Purchases of property and equipment (736

)

(1,992

)

Purchase of intangible assets (707

)

(803

)

Notes receivable issued —

(173

)

Notes receivable payments received 234

108

Net cash used in investing activities (1,209

)

(2,860

)

Cash flows from financing activities: Borrowings from long-term debt, net of original discount issue —

10,000

Payments on long-term debt (2,625

)

(2,748

)

Debt issuance costs —

(90

)

Payment of preferred stock dividend —

(3,796

)

Borrowings from line of credit 10,000

—

Payments of contingent consideration —

(500

)

Payments for taxes related to net share settlement of restricted share units (1,161

)

(2,097

)

Proceeds from issuance of common stock in connection with stock-based compensation plans 58

122

Payments for distributions to Pre-IPO LLC Members (176

)

(432

)

Loan to shareholder (35

)

—

Net cash provided by financing activities 6,061

459

Increase (decrease) in cash, cash equivalents and restricted cash (20,875

)

5,940

Cash, cash equivalents and restricted cash, beginning of period 45,863

32,739

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

24,988

$

38,679

Xponential Fitness, Inc.

Net Income (Loss) to GAAP EPS

(in thousands, except per share amounts)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Numerator: Net income (loss) attributable to XPO Inc. $

(4,831

)

$

1,346

$

(5,651

)

$

(1,313

)

Less: net loss attributable to noncontrolling interests 694

156

789

1,460

Less: dividends on preferred shares —

(1,898

)

—

(3,796

)

Net loss attributable to XPO Inc. - basic and diluted (4,137

)

(396

)

(4,862

)

(3,649

)

Denominator: Weighted average shares of Class A common stock outstanding - basic and diluted 42,031

34,972

39,687

34,444

  Net loss per share attributable to Class A common stock - basic $

(0.10

)

$

(0.01

)

$

(0.12

)

$

(0.11

)

Net loss per share attributable to Class A common stock - diluted $

(0.10

)

$

(0.01

)

$

(0.12

)

$

(0.11

)

  Anti-dilutive shares excluded from diluted loss per share of Class A common stock: Restricted stock units 2,506

1,850

2,506

1,850

Conversion of Class B common stock to Class A common stock 7,035

13,663

7,035

13,663

Convertible preferred stock —

8,112

—

8,112

Treasury share options 75

75

75

75

Rumble contingent shares 2,024

2,024

2,024

2,024

Xponential Fitness, Inc.

Reconciliations of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss) $

(4,831

)

$

1,346

$

(5,651

)

$

(1,313

)

Interest expense, net 14,280

12,274

28,137

23,043

Income taxes 65

312

71

797

Depreciation and amortization 1,765

2,973

4,017

5,929

EBITDA 11,279

16,905

26,574

28,456

Equity-based compensation 1,703

2,666

3,687

5,947

Employer payroll taxes related to equity-based compensation 28

144

72

259

Acquisition and transaction expense (income) 1,439

(1,915

)

(1,748

)

(10,553

)

Litigation expenses (benefit) 791

(4,921

)

4,831

11,268

Financial transaction fees and related expenses 1,592

139

1,781

442

TRA remeasurement —

891

—

1,975

Impairment of goodwill and other noncurrent assets —

12,928

—

14,843

Loss and expenses due to brand divestitures (excluding impairments) 4,004

—

4,964

81

Executive transition costs 931

—

931

—

Transformation initiative costs —

—

—

889

Restructuring and related charges (excluding impairments) 168

1,263

1,256

1,818

Adjusted EBITDA $

21,935

$

28,100

$

42,348

$

55,425

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss) $

(4,831

)

$

1,346

$

(5,651

)

$

(1,313

)

Acquisition and transaction expenses (income) 1,439

(1,915

)

(1,748

)

(10,553

)

TRA remeasurement —

891

—

1,975

Impairment of goodwill and other noncurrent assets —

12,928

—

14,843

Loss and expenses due to brand divestitures (excluding impairments) 4,004

—

4,964

81

Restructuring and related charges (excluding impairments) 168

1,263

1,256

1,818

Adjusted net income (loss) $

780

$

14,513

$

(1,179

)

$

6,851

Adjusted net income (loss) attributable to noncontrolling interest 113

4,077

(354

)

1,786

Adjusted net income (loss) attributable to Xponential Fitness, Inc. 667

10,436

(825

)

5,065

Dividends on preferred shares —

(1,365

)

—

(2,695

)

Adjusted earnings (loss) per share - basic numerator $

667

$

9,071

$

(825

)

$

2,370

Add: Adjusted net income attributable to noncontrolling interest 113

4,077

—

1,786

Add: Dividends on preferred shares —

1,365

—

2,695

Adjusted earnings (loss) per share - diluted numerator $

780

$

14,513

$

(825

)

$

6,851

  Adjusted net earnings (loss) per share - basic $

0.02

$

0.26

$

(0.02

)

$

0.07

Weighted average shares of Class A common stock outstanding - basic 42,031

34,972

39,687

34,444

  Adjusted net earnings (loss) per share - diluted $

0.02

$

0.26

$

(0.02

)

$

0.12

Effect of dilutive securities: Restricted stock units 18

—

—

—

Convertible preferred stock —

8,112

—

8,112

Conversion of Class B common stock to Class A common stock 7,146

13,664

—

14,062

Weighted average shares of Class A common stock outstanding - diluted 49,195

56,748

39,687

56,618

  Shares excluded from adjusted diluted earnings per share of Class A common stock Restricted stock units 2,506

1,851

2,506

1,851

Convertible preferred stock —

—

—

—

Conversion of Class B common stock to Class A common stock —

—

—

—

Treasury share options 75

75

75

75

Rumble contingent shares 2,024

2,024

2,024

2,024

Note: The above adjusted net income (loss) per share is computed by dividing the adjusted net income (loss) attributable to holders of Class A common stock by the weighted average shares of Class A common stock outstanding during the period. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds. Net income, however, continues to take into account the non-cash contingent liability primarily attributable to Rumble.

Footnotes

1. System-wide sales represent gross sales by all North America studios (which includes the United States, U.S. territories and Canada). System-wide sales include sales by franchisees that are not revenue realized by us in accordance with GAAP. While we do not record sales by franchisees as revenue, and such sales are not included in our consolidated financial statements, this operating metric relates to our revenue because we receive approximately 7% and 2% of the sales by franchisees as royalty revenue and marketing fund revenue, respectively. We believe that this operating measure aids in understanding how we derive our royalty revenue and marketing fund revenue and is important in evaluating our performance. System-wide sales growth is driven by new studio openings and increases in same store sales. Management reviews system-wide sales weekly, which enables us to assess changes in our franchise revenue, overall studio performance, the health of our brands and the strength of our market position relative to competitors.

2. Same store sales refer to period-over-period sales comparisons for the base of studios. We define the same store sales to include monthly sales for any traditional studio location in North America. If the studio has generated at least 13 months of consecutive positive sales and opened at least 13 calendar months ago as of any month within the measurement period, the respective comparable months will be included. We measure same store sales based solely upon monthly sales as derived through the designated point-of-sale system. This measure highlights the performance of existing studios, while excluding the impact of new studio openings. Management reviews same store sales to assess the health of the franchised studios.

3. AUV is calculated by dividing sales during the applicable period for all studios contributing to AUV by the number of studios contributing to AUV. All traditional studio locations in North America are included in the AUV calculation, so long as they meet certain time since opening and sales criteria (as defined immediately below). In particular, AUV (LTM as of period end) and Quarterly AUV (run rate) are calculated as follows:

AUV (LTM as of period end) consists of the average sales for the trailing 12 calendar months for all traditional studio locations in North America that opened at least 13 calendar months ago as of the measurement date and that have generated positive sales for each of the last 13 calendar months as of the measurement date. Quarterly AUV (run rate) consists of average quarterly sales for all traditional studio locations in North America that had opened at least six calendar months ago as of the beginning of the respective quarter, and that have non-zero sales in the respective quarter (including nominal or negative sales figures; the only figures excluded are exact $0 amounts in the quarter), multiplied by four. We measure sales for AUV based solely upon monthly sales as derived through the designated point-of-sale system. AUV is impacted by changes in same store sales, studio openings, and studio closures. Management reviews AUV to assess studio economics.

4. Adjusted net income (loss) is a non-GAAP financial measure that excludes certain amounts and is used to supplement net income (loss). Adjusted net income (loss) assumes that all net income (loss) is attributable to Xponential Fitness, Inc., which assumes the full exchange of all outstanding Class B common stock for shares of Class A common stock of Xponential Fitness, Inc., adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. Adjusted net income (loss) per share, diluted, is calculated by dividing adjusted net income (loss) by the total weighted-average shares of Class A common stock outstanding plus any dilutive securities and assuming the full conversion of all outstanding Class B common stock. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds.

5. We define Adjusted EBITDA as EBITDA (net income/loss before interest, taxes, depreciation and amortization), adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include equity-based compensation and related employer payroll taxes, acquisition and transaction expenses (income) (including change in contingent consideration), litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business net of insurance reimbursements), financial transaction fees and related expenses (including costs related to strategic alternatives and other contemplated corporate transactions), tax receivable agreement remeasurement, impairment of goodwill and other noncurrent assets, loss and expenses due to brand divestitures (excluding impairments) (including expenses directly related to the divested brands for arrangements that existed prior to divestiture, outsourcing of our retail merchandising and change in contingent consideration receivable related to a divested brand) executive transition costs (consisting of executive recruiting costs and other related costs), transformation initiative costs (primarily consisting of third-party professional consulting fees related to modifications of our business strategy and cost saving initiatives),and restructuring and related charges incurred in connection with our restructuring plan that we do not believe reflect our underlying business performance and affect comparability.

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