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MERRILLVILLE, Ind.--(BUSINESS WIRE)--NiSource Inc. (NYSE: NI) today announced, on a GAAP basis, net income available to common shareholders for the quarter ended June 30, 2026 of $45.5 million, or $0.09 of earnings per diluted share, compared to net income available to common shareholders of $102.2 million, or $0.22 of earnings per diluted share, for the same period of 2025. For the six months ended June 30, 2026, on a GAAP basis, NiSource's net income available to common shareholders was $556.2 million, or $1.15 diluted earnings per share, compared to net income available to common shareholders of $577.0 million, or $1.22 diluted earnings per share, for the same period of 2025.

NiSource also reported second quarter 2026 non-GAAP adjusted net income available to common shareholders of $77.6 million, or $0.16 of consolidated adjusted EPS, compared to non-GAAP adjusted net income available to common shareholders of $101.9 million, or $0.22 of consolidated adjusted EPS, for the same period of 2025. For the six months ended June 30, 2026, NiSource's non-GAAP adjusted net income available to common shareholders was $587.2 million, or $1.22 of consolidated adjusted EPS, compared to non-GAAP adjusted net income available to common shareholders of $564.2 million, or $1.19 of consolidated adjusted EPS, for the same period of 2025. Schedule 1 of this press release contains a complete reconciliation of GAAP measures to non-GAAP measures. **

NiSource is reaffirming its 2026 non‑GAAP consolidated adjusted EPS guidance of $2.02-$2.07 and its compound annual growth rate (CAGR) with respect to non-GAAP consolidated adjusted EPS of 9%-10% from 2026-2033. The company’s 2026-2030 consolidated capital investment plan of $28.6 billion, including $21.0 billion of base capital investments and $7.6 billion of strategic data center infrastructure investments, is expected to support 9%-11% consolidated rate base growth from 2026-2033.

"Our teams continue to deliver a strong value proposition for our utility customers by providing safe and reliable service across a range of weather conditions," said President and CEO Lloyd Yates. "I want to thank our employees and partners for the dedication they demonstrated serving customers during the elevated storm activity we experienced this season. We also advanced our data center strategy with regulatory approvals of our Amazon and Alphabet special contracts, important proof points that demonstrate our ability to support economic growth while creating value for customers. As we enter the second half of the year, we remain confident in our plan, supported by disciplined execution of our efficiency initiatives and regulatory mechanisms that provide visibility into cost recovery."

**Non-GAAP Disclosure Statement

This press release includes financial results and guidance for NiSource with respect to adjusted net income available to common shareholders, base plan adjusted EPS and consolidated adjusted EPS, which are non-GAAP financial measures as defined by the SEC. Commencing in 2026, the company began to present base plan adjusted EPS and consolidated adjusted EPS. As presented, guidance with respect to base plan adjusted EPS, including annual base plan adjusted EPS growth, excludes, in addition to the items historically excluded from adjusted EPS, the impact of data center operations and development activities relating to provision of electric service to current and future data center or other large load customers. The company provides guidance regarding base plan adjusted EPS because it expects that the earnings from its data center operations and development activities will experience a different growth profile compared to the base plan adjusted EPS growth. Providing guidance with respect to base plan adjusted EPS growth, together with guidance regarding consolidated adjusted EPS growth, provides investors with the same information that management considers to evaluate the company’s ongoing business performance and provide greater transparency into the performance of different aspects of our business that are impacted by distinct trends and factors. Consolidated adjusted EPS represents base plan adjusted EPS together with adjusted EPS from our data center operations and development activities. The company includes these measures because management believes they permit investors to view the company’s performance using the same tools that management uses and to better evaluate the company’s ongoing business performance. With respect to guidance on base plan adjusted EPS and consolidated adjusted EPS, NiSource reminds investors that it does not provide a GAAP equivalent of its guidance on base plan adjusted EPS or consolidated adjusted EPS due to the impact of unpredictable factors such as fluctuations in weather, impact of asset sales and impairments and other unusual or infrequent items included in the comparable GAAP measures, which may be material. The company is not able to estimate the impact of such factors on the comparable GAAP measures and, as such, the company is not able to provide a reconciliation of its non-GAAP base plan adjusted EPS guidance or its non-GAAP consolidated adjusted EPS guidance to the comparable GAAP equivalents without unreasonable efforts.

Additional Information

Additional information for the quarter ended June 30, 2026, is available on the Investors section of www.nisource.com and includes segment and financial information and a presentation. The company alerts investors that it intends to use the Investors section of its website, www.nisource.com, and the company’s social media channels to disseminate important information about the company to its investors. Investors are advised to look at NiSource’s website and social media channels for future important information about the company.

About NiSource

NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.3 million natural gas customers and 500,000 electric customers across six states through its local Columbia Gas and NIPSCO brands. The mission of our approximately 7,700 employees is to deliver safe, reliable energy that drives value to our customers. NiSource is a member of the Dow Jones Sustainability - North America Index and is on Forbes lists of America’s Best Employers for Women and Diversity. Learn more about NiSource’s record of leadership in sustainability, investments in the communities it serves and how we live our vision to be an innovative and trusted energy partner at www.NiSource.com.

The content of our website is not incorporated by reference into this document or any other report or document NiSource files with the Securities and Exchange Commission (“SEC”).

NI-F

Forward-Looking Statements

This Press Release contains "forward-looking statements," within the meaning of 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 in this press release include, but are not limited to, statements concerning our guidance on base and consolidated adjusted EPS, plans, strategies, objectives, expected performance, planned expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are not statements of historical fact. Expressions of future goals and expectations and similar expressions reflecting something other than historical fact, including "may," "will," "should," "could," "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially. Investors and prospective investors should understand that many factors impact whether any forward-looking statement contained herein will or can be realized. Any one of those factors could cause actual results to differ materially from those projected.

Factors that could cause actual results to differ materially from those projected in any forward-looking statement discussed in this Press Release include, among other things: our ability to execute our business plan or growth strategy, including utility infrastructure investments, or business opportunities; our ability to manage data center growth in our service territories; potential incidents and other operating risks associated with our business; our ability to work successfully with our JV partners; our ability to construct, develop and place into service the generation or transmission assets we develop to support our customers under our current and any future data center contracts on time or at all and consistent with initial cost estimates, as well as the performance of such assets once constructed and placed into service; our ability to obtain the significant additional financing required to construct such generation or transmission assets we develop to support data center contracts on favorable terms, if at all; our ability to recover our investments and realize our expected return under our current and any future data center contracts that we enter into; our ability to maintain our investment grade credit ratings as we finance and pursue our data center strategy, including our performance under our current and any future data center contracts that we enter into; performance by our customers under our current and any future data center contracts; any decision by our current data center customers and any future data center customers to terminate our current or any future data center contracts or reduce the committed capacity thereunder; potential changes in the MISO accreditation treatment of capacity resources; our ability to adapt to, and manage costs related to, advances in technology, including alternative energy sources and changes in related laws and regulations; our increased dependency on technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demand; our ability to attract, retain or re-skill a qualified workforce and maintain good labor relations; our ability to manage new initiatives and organizational changes; the performance and quality of third-party suppliers and service providers; our ability to manage the financial and operational risks related to achieving our carbon emission reduction goals, including our Net Zero Goal, including any future associated impact from business opportunities such as data center development as those opportunities evolve; regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; potential cybersecurity attacks or security breaches; increased requirements and costs related to cybersecurity; any damage to our reputation; the impacts of natural disasters, acts of terrorism, acts of war or other catastrophic events; the physical impacts of climate change and the transition to a lower carbon future; our debt obligations; any changes to our credit ratings or the credit ratings of certain of our subsidiaries; adverse economic and capital market conditions, including increases in inflation or interest rates, recession, or changes in investor sentiment; the actions of activist stockholders; economic conditions in certain industries; the ability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; compliance with changes in, or new interpretations of applicable laws, regulations and tariffs; the cost of compliance with environmental laws and regulations and the costs of associated liabilities; changes in tax laws or the interpretation thereof; and other matters set forth in Item 1, "Business," Item 1A, "Risk Factors" and Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and matters set forth in our subsequent Quarterly Reports on Form 10-Q, some of which risks are beyond our control. In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statement to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to expected results over time or otherwise, except as required by law.

Schedule 1 - Reconciliation of Consolidated Net Income Available to Common Shareholders to Adjusted Net Income Available to Common Shareholders (Non-GAAP) and Consolidated Adjusted Earnings Per Share (Non-GAAP) (unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

(in millions, except per share amounts)

2026

2025

2026

2025

GAAP Net Income Available to Common Shareholders

$

45.5

$

102.2

$

556.2

$

577.0

Adjustments to Operating Income:

Operating Revenues:

Weather - compared to normal(1)

16.0

(0.3

)

19.7

(17.1

)

Operating Expenses:

Workplace continuity(2)

21.4

—

21.4

—

Value Captured initiative(3)

5.4

—

5.4

—

Total adjustments to operating income

42.8

(0.3

)

46.5

(17.1

)

Income Taxes:

Tax effect of above items(4)

(10.7

)

—

(11.9

)

4.3

Preferred Dividends:

Preferred dividends redemption premium(5)

—

—

(3.6

)

—

Total adjustments to net income

32.1

(0.3

)

31.0

(12.8

)

Adjusted Net Income Available to Common Shareholders (Non-GAAP)

$

77.6

$

101.9

$

587.2

$

564.2

Diluted Average Common Shares

481.2

472.1

481.0

472.3

GAAP Diluted Earnings Per Share(6)

$

0.09

$

0.22

$

1.15

$

1.22

Adjustments to diluted earnings per share

0.07

—

0.07

(0.03

)

Consolidated Adjusted Earnings Per Share (Non-GAAP)

$

0.16

$

0.22

$

1.22

$

1.19

(1)Represents the estimated impact of actual weather during the period compared to expected normal weather.

(2)Represents incremental costs to support our NIPSCO work continuity plans during the April 2026 lockout period. Costs include external contractors, security and administrative costs, net of any internal labor savings, that would not been incurred had a lockout been avoided.

(3)Represents non-recurring third-party consulting costs and incremental severance incurred in connection with the Value Captured initiative.

(4)Represents income tax expense associated with adjustments to GAAP amounts calculated using the applicable statutory tax rates.

(5)Represents the excise tax refund from the 2023 preferred stock redemption premium.

(6)GAAP Diluted Earnings Per Share includes the effects of income allocated to participating securities. Please refer to Note 5, "Earnings Per Share," within the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2026.

More News From NiSource Inc.

Revenue growth of 7% reflects the 14th consecutive quarter of mid-teens or greater AMS/DRS organic growth 
Net Income increased 2% with Adjusted EBITDA up 11%
GAAP EPS of $1.07 increased 4% with non-GAAP EPS of $2.13 up 18%
NCR Atleos acquisition timeline accelerating behind regulatory momentum

RICHMOND, Va., Aug. 05, 2026 (GLOBE NEWSWIRE) -- The Brink’s Company (NYSE:BCO), a leading global provider of cash and valuables management, digital retail solutions ("DRS"), and ATM managed services ("AMS"), today announced second-quarter results.

Mark Eubanks, President and CEO, said: “Our strong second quarter shows continued progress against our AMS/DRS strategy with another quarter of mid-teens or better organic revenue growth. We closed several key customer wins late in the second and early in the third quarter that support continued growth momentum into the second half of the year. The margin accretion power of AMS/DRS is evident in our profitability with record second quarter operating profit and Adjusted EBITDA margin performance. Supported by underlying operational productivity and revenue mix benefits, Adjusted EBITDA margins expanded year-over-year in every segment in the second quarter. We continue to deliver sustainable improvements in cash generation with trailing-twelve-month free cash flow up $32 million dollars to $468 million reflecting conversion of 46 percent. Combined with NCR Atleos' strong second quarter results, released earlier this morning, both companies have now delivered first-half performance ahead of expectations. With increasing visibility into our second half performance and a favorable AMS/DRS growth trajectory, we remain confident in our financial outlook and our ability to fully realize the value creation potential of the acquisition."

"With the shareholder vote now behind us, we continue to make meaningful progress towards closing the NCR Atleos acquisition. Having secured clearance in key jurisdictions, including the United States, Brazil, and India, and with all remaining regulatory reviews well underway, we have line of sight to an accelerated timeline now estimated to be early in the first quarter of 20271. Our dedicated integration management teams continue to advance detailed planning that position us to realize approximately $200 million in run-rate synergies. I remain confident this combination will deliver innovative new solutions for our customers, create opportunities for our employees, and accelerate long-term value creation for our shareholders."

____________________
1 Subject to satisfaction of customary closing conditions, including the receipt of required regulatory approvals and other conditions set forth in the merger agreement.

Second-quarter results are summarized in the following table:

(In millions, except for per share amounts)Second-Quarter 2026 (vs. 2025) GAAP Change Non-GAAP Change Constant Currency Change(b)Revenue$1,392  7% $1,392  7% 4%Operating Profit$133  —% $190  15% 14%Operating Profit Margin 9.6% (70 bps)  13.6% 100 bps 120 bpsNet Income / Adjusted EBITDA(a)$44  2% $257  11% 9%EPS$1.07  4% $2.13  18% 15% (a)   The non-GAAP financial metric, adjusted EBITDA, is presented with its corresponding GAAP metric, net income attributable to Brink's.
(b)   Constant currency represents 2026 Non-GAAP results at 2025 exchange rates.

2026 Non-GAAP Framework and Q3 2026 Non-GAAP Guidance (Unaudited)
(In millions, except for percentages and per share amounts)

In 2026, management has included additional guidance to better help investors understand currency impacts on our results. Management believes organic revenue growth, adjusted EBITDA margin expansion and free cash flow conversion performance, provided in our 2026 framework, gives investors better visibility into the performance of our business. In addition to our full-year 2026 framework, we have added quarterly guidance for revenue, adjusted EBITDA and non-GAAP EPS in 2026 to clarify the expected impact of near-term currency trends and volatile economic conditions on our results. When, and if, currency volatility lessens, management may return to the previous annual guidance methodology. Revenue guidance is presented in accordance with GAAP.

   2026 Non-GAAP FrameworkOrganic Revenue GrowthMid-Single Digits  AMS/DRS Organic Revenue GrowthMid-to-High Teens  Adjusted EBITDA Margin Expansion30-50bps  Free Cash Flow Conversion40-45%  Q3 2026
GuidanceRevenue$1,365 - $1,415  Non-GAAP Adjusted EBITDA$263 - $283  Non-GAAP EPS$2.23 - $2.63   The Q3 2026 non-GAAP guidance cannot be reconciled to GAAP without unreasonable effort, as we are unable to accurately forecast certain amounts that are necessary for reconciliation, including the impact of highly inflationary accounting on our Argentina operations, expenses relating to M&A transactions that may or may not occur in the quarter, and other potential non-GAAP adjusting items for which the timing and amounts are uncertain. The Q3 2026 non-GAAP guidance assumes the continuation of current economic trends and reflects management's current assumptions regarding variables that are difficult to accurately forecast, including those discussed in the Risk Factors set forth in the Company's filings with the United States Securities and Exchange Commission.

Conference Call
Brink’s will host a conference call on Wednesday, August 5, 2026, at 9:00 a.m. (EDT) to review second-quarter financial results. The conference call can be accessed by calling 888-349-0094 (in the U.S.) or 412-902-0124 (international). Participants should join at least five minutes prior to the start of the call. Participants can pre-register at https://dpregister.com/sreg/10210013/1044abca2fb to receive a direct dial-in number for the call. The call will also be accessible at https://event.choruscall.com/mediaframe/webcast.html?webcastid=tA72Sjv5. A replay of the call will be available through August 12, 2026, at (855) 669-9658 (in the U.S.) or (412) 317-0088 (international). The conference access code is 4560221. An archived version of the webcast will also be available on our website at http://investors.brinks.com.

The Brink’s Company and subsidiaries
(In millions, except for per share amounts) (Unaudited)

 Condensed Consolidated Balance Sheets     December 31, 2025 June 30, 2026Assets   Current assets:   Cash and cash equivalents$1,725.9  1,658.2 Restricted cash 541.0  489.7 Accounts receivable, net 766.0  865.7 Prepaid expenses and other 296.1  353.9 Total current assets 3,329.0  3,367.5     Right-of-use assets, net 388.7  391.5 Property and equipment, net 1,130.5  1,091.3 Goodwill 1,515.3  1,505.0 Other intangibles, net 385.2  353.6 Deferred tax assets, net 237.3  240.3 Other 353.2  382.1     Total assets$7,339.2  7,331.3     Liabilities and Equity       Current liabilities:   Short-term borrowings 241.1  248.8 Current maturities of long-term debt 163.1  98.4 Accounts payable 319.3  330.1 Accrued liabilities 1,180.2  1,180.9 Restricted cash held for customers 294.2  220.0 Total current liabilities 2,197.9  2,078.2     Long-term debt 3,810.1  3,895.1 Accrued pension costs 147.8  149.7 Retirement benefits other than pensions 120.4  125.0 Lease liabilities 310.2  313.3 Deferred tax liabilities 66.5  65.6 Other 279.0  262.0 Total liabilities 6,931.9  6,888.9     Equity:   The Brink's Company ("Brink's") shareholders:   Common stock, par value $1 per share:   Shares authorized: 100.0   Shares issued and outstanding: 2026 - 41.2; 2025 - 41.1 41.1  41.2 Capital in excess of par value 632.1  627.5 Retained earnings 270.1  299.4 Accumulated other comprehensive income (loss) (665.6) (657.6)Brink's shareholders 277.7  310.5     Noncontrolling interests 129.6  131.9     Total equity 407.3  442.4     Total liabilities and equity$7,339.2  7,331.3         The Brink’s Company and subsidiaries
(In millions) (Unaudited)

 Condensed Consolidated Statements of Cash Flows   Six Months Ended June 30, 2025
 2026
Cash flows from operating activities:   Net income$101.3  82.1 Adjustments to reconcile net income to net cash provided by (used in) operating activities:   Loss from discontinued operations, net of tax 0.2  0.1 Depreciation and amortization 130.5  158.8 Share-based compensation expense 13.7  15.0 Deferred income taxes 0.1  (5.2)(Gain) loss on marketable securities, sale of property and equipment and derivatives 17.9  (3.3)Impairment losses 2.0  1.3 Retirement benefit funding (more) less than expense:   Pension (1.1) 2.7 Other than pension (5.6) 3.3 Unrealized foreign currency (gains) losses (1.2) 10.1 Other operating 1.7  3.8 Changes in operating assets and liabilities, net of effects of acquisitions:   Increase in accounts receivable and income taxes receivable (64.8) (106.3)Decrease in accounts payable, income taxes payable and accrued liabilities (84.8) (19.9)Increase (decrease) in restricted cash held for customers 31.3  (66.3)Increase in customer obligations 24.0  40.5 Increase in prepaid and other current assets (11.4) (28.6)Other (10.0) (22.9)Net cash provided by operating activities 143.8  65.2     Cash flows from investing activities:   Capital expenditures (110.7) (74.9)Acquisitions, net of cash acquired (5.3) — Marketable securities:   Purchases (92.9) (33.6)Sales 64.8  31.7 Cash proceeds from sale of property and equipment 9.8  5.6 Net change in loans held for investment 3.3  2.8 Net change in economic hedges (17.2) 3.1 Other (9.4) 1.1 Net cash used in investing activities (157.6) (64.2)    Cash flows from financing activities:   Borrowings (repayments) of debt:   Short-term borrowings 19.8  8.6 Long-term revolving credit facilities:   Borrowings 7,943.5  9,879.5 Repayments (7,757.5) (9,853.6)Other long-term debt:   Borrowings 12.2  10.6 Repayments (77.3) (53.4)Acquisition of noncontrolling interest (6.6) — Cash paid for acquisition related settlements and obligations —  (1.1)Debt financing costs (1.0) (22.7)Repurchase shares of Brink's common stock (130.0) (30.2)Dividends to:   Shareholders of Brink’s (21.1) (21.0)Noncontrolling interests in subsidiaries (0.7) (2.2)Proceeds from exercise of stock options —  0.2 Tax withholdings associated with share-based compensation (17.8) (18.3)Other (1.6) (1.6)Net cash used in financing activities (38.1) (105.2)    Effect of exchange rate changes on cash 113.6  (14.8)Cash, cash equivalents and restricted cash:   (Decrease) increase 61.7  (119.0)Balance at beginning of period 1,840.4  2,266.9 Balance at end of period$1,902.1  2,147.9         Supplemental Cash Flow InformationSix Months Ended June 30, 2025
 2026
Cash paid for income taxes, net$(56.5) (61.3)Cash paid for interest (132.8) (135.4)Proceeds from lessor debt financing 12.0  5.6         The Brink’s Company and subsidiaries
(In millions, except for per share amounts) (Unaudited)

 Second-Quarter 2026 vs. 2025                  Impact of
     % Change GAAP  Organic Acquisitions /
 Currency     Organic  2Q'25 Change(a) Dispositions(b)
 Effect(c) 2Q'26 Total
 Growth(a) Revenues:                North America$434  10  —  —  445  2  2  Latin America 319  7  1  25  352  10  2  Europe 358  8  —  11  377  5  2  Rest of World 189  29  —  2  219  16  15  Segment revenues$1,301  54  1  37  1,392  7  4                   Revenues$1,301  54  1  37  1,392  7  4                   Operating profit:                North America$62  7  —  —  70  12  12  Latin America 55  2  —  4  61  10  4  Europe 42  8  —  1  52  21  18  Rest of World 38  14  —  —  52  36  36  Segment operating profit 198  31  —  5  234  18  16  Corporate expenses(d) (34) (8) —  (3) (44) 31  24  Other items not allocated to segments(d) (31) (31) 10  (5) (56) 84  101  Operating profit$134  (8) 10  (3) 133  —  (6)                   Amounts may not add due to rounding.

(a)   Organic change and organic growth are supplemental financial measures that are not required by, or presented in accordance with, GAAP, and are described in more detail on page 13.
(b)   Amounts include the impact of prior year comparable period results for acquired and disposed businesses. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page 13.
(c)   The amounts in the “Currency” column consist of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page 13.
(d)   See pages 11-12 for further information, where these items are discussed in more detail.

About The Brink’s Company
The Brink’s Company (NYSE:BCO) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 51 countries serves customers in more than 100 countries. For more information, please visit our website at www.brinks.com or call 804-289-9709.

The Brink’s Company and subsidiaries
(In millions, except for per share amounts) (Unaudited)

 Six Months Ended June 30, 2026 vs. 2025                  Impact of
     % Change GAAP  Organic Acquisitions /
 Currency     Organic  2025
 Change(a) Dispositions(b)
 Effect(c) 2026
 Total Growth(a) Revenues:              North America$852  31  — 2  884  4  4  Latin America 627  18  1 49  695  11  3  Europe 677  19  1 46  743  10  3  Rest of World 391  42  — 12  445  14  11  Segment revenues$2,547  110  2 109  2,767  9  4                 Revenues$2,547  110  2 109  2,767  9  4                 Operating profit:              North America$115  15  — —  131  13  13  Latin America 109  3  — 6  118  8  3  Europe 71  15  1 5  91  30  22  Rest of World 86  20  — 2  107  25  23  Segment operating profit 380  53  — 13  447  17  14  Corporate expenses(d) (65) (19) — (4) (89) 36  30  Other items not allocated to segments(d) (62) (61) 14 (5) (115) 85  98  Operating profit$253  (27) 14 4  244  (4) (11)                                Amounts may not add due to rounding.

See page 6 for footnote explanations.

Forward-Looking Statements
This release contains forward-looking information. Words such as "anticipate," "assume," "estimate," "expect," “target,” "project," "predict," "intend," "plan," "believe," "potential," "may," "should" and similar expressions may identify forward-looking information. Forward-looking information in this release includes, but is not limited to: statements made in Mr. Eubanks' quote; second quarter 2026 outlook, including revenue, adjusted EBITDA, and non-GAAP earnings per share (and drivers thereof); full-year 2026 guidance framework, including organic revenue growth, AMS/DRS organic revenue growth, adjusted EBITDA margin expansion, free cash flow conversion and shareholder returns (and the drivers thereof); capital allocation priorities; the impact of U.S. and global macroeconomic conditions; the impact of tariffs and foreign inflation; expected impact from deployment of technology-enabled solutions, including AMS and DRS; the effect of pending legal matters, including the Chile antitrust matter; the impacts of the operating environment in Argentina; the proposed acquisition of NCR Atleos, Inc. ("NCR Atleos"), including: the expected timing and conditions to closing (including receipt of regulatory approvals), the anticipated benefits and synergies of the transaction, the expected financing thereof and the related indebtedness expected to be incurred in connection with the transaction and the ability to service and repay such indebtedness; and strategic priorities and initiatives, including the Brink’s Business System and technology and systems investments.

Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to: our ability to improve profitability and execute further cost and operational improvement and efficiencies in our core businesses; our ability to improve service levels and quality in our core businesses; market volatility and commodity price fluctuations; general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs and/or trade barriers, inflation, recessionary conditions and changes in interest rates; seasonality, pricing and other competitive industry factors; investment in information technology (“IT”) and its impact on revenue and profit growth; risks associated with the usage of artificial intelligence (“AI”) technologies; our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our IT systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access and cyber and ransomware attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions; our ability to effectively develop and implement solutions for our customers; risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel, Iran and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company’s financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization; risks related to changes in control over, or economic interest in, foreign subsidiaries, including the anticipated deconsolidation of the Malaysia business, the final determination of the appropriate accounting treatment under U.S. GAAP, and the timing and magnitude of the related impact on the Company's revenue and adjusted EBITDA; labor issues, including labor shortages, negotiations with organized labor and work stoppages; pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; anticipated cash needs in light of our current liquidity position; the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; risks related to the proposed acquisition of NCR Atleos, including: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the inability to complete the proposed transaction due to the failure to obtain regulatory or shareholder approval or the failure to satisfy other conditions to closing; risks that the proposed transaction disrupts current plans and operations; the focus of management's time and attention on the transaction and other disruptions arising from the proposed transaction; the ability to recognize the anticipated benefits and synergies of the proposed transaction; the amount of the costs, fees, expenses, and charges related to the proposed transaction and financing obtained in connection with the proposed transaction; the ability to obtain regulatory approvals on the terms expected or anticipated schedule; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers, retain and hire key personnel and maintain relationships with suppliers, customers and other business relationships and on operating results and business generally; the risk of litigation and/or regulatory actions related to the proposed transaction; costs related to dispositions and product or market exits; our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; safety and security performance and loss experience; employee, environmental and other liabilities in connection with former coal operations, including black lung claims; the impact of the American Rescue Plan Act and Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits; changes to estimated liabilities and assets in actuarial assumptions; the nature of hedging relationships and counterparty risk; access to the capital and credit markets; our ability to realize deferred tax assets; the impact of foreign tax credit regulations; the impact of the One Big Beautiful Bill Act; the outcome of pending and future claims, litigation, and administrative proceedings; our ability to comply with regulatory compliance obligations; public perception of our business, reputation and brand; our ability to identify, recruit and retain key employees; changes in estimates and assumptions underlying our critical accounting policies; and the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2025, and in the registration statement on Form S-4 filed in connection with the proposed acquisition of NCR Atleos, and in related disclosures in our other public filings with the Securities and Exchange Commission. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements in this document are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this document. The forward-looking information included in this document is representative only as of the date of this document and The Brink's Company undertakes no obligation to update, revise or clarify any information contained in this document or forward-looking statements that may be made from time to time on our behalf, whether as a result of new information, future events or otherwise, except as required by law.

The Brink’s Company and subsidiaries
Segment Results: 2025 and 2026 (Unaudited)
(In millions, except for percentages)

 Revenues 2025
 2026
 1Q 2Q 3Q 4Q Full Year 1Q 2Q Six MonthsRevenues:               North America$417.6  434.3  434.8  455.9  1,742.6  $439.6  444.5  884.1 Latin America 307.6  319.4  326.8  335.8  1,289.6   343.8  351.6  695.4 Europe 319.0  358.0  375.3  377.2  1,429.5   365.9  377.0  742.9 Rest of World 202.5  188.8  198.1  210.1  799.5   225.8  219.2  445.0 Segment revenues$1,246.7  1,300.5  1,335.0  1,379.0  5,261.2  $1,375.1  1,392.3  2,767.4                  Operating Profit 2025
 2026
 1Q 2Q 3Q 4Q Full Year 1Q 2Q Six MonthsOperating profit:               North America$53.1  62.3  56.8  74.5  246.7  $60.9  69.6  130.5 Latin America 53.9  55.0  65.9  69.1  243.9   57.4  60.5  117.9 Europe 28.1  42.4  49.9  56.8  177.2   39.9  51.5  91.4 Rest of World 47.2  38.3  44.1  48.6  178.2   55.0  52.0  107.0 Segment operating profit 182.3  198.0  216.7  249.0  846.0   213.2  233.6  446.8 Corporate expenses(a) (31.7) (33.5) (28.5) (42.4) (136.1)  (44.8) (43.9) (88.7)Other items not allocated to segments(a)               Reorganization and Restructuring (0.5) (0.2) (0.3) (0.4) (1.4)  —  —  — Acquisitions and dispositions (18.5) (25.8) (17.8) (16.4) (78.5)  (15.6) (15.3) (30.9)Argentina highly inflationary impact (6.3) 1.9  (4.7) (1.1) (10.2)  0.5  (3.3) (2.8)NCR Atleos acquisition and transformation initiatives (5.1) (5.4) (8.1) (7.4) (26.0)  (38.9) (36.4) (75.3)Non-routine legal matters —  —  —  —  —   (2.8) (0.1) (2.9)DOJ/FinCEN investigations (0.9) (0.9) (3.7) (1.0) (6.5)  (1.2) (0.9) (2.1)Chile antitrust matter (0.2) (0.2) (0.2) (0.2) (0.8)  (0.2) (0.4) (0.6)Non-routine auto loss matter —  —  (1.0) —  (1.0)  —  —  — Operating profit$119.1  133.9  152.4  180.1  585.5  $110.2  133.3  243.5                  Operating Margin Percentage 2025
 2026
 1Q 2Q 3Q 4Q Full Year 1Q 2Q Six MonthsOperating margin percentage:               North America 12.7  14.3  13.1  16.3  14.2   13.9  15.7  14.8 Latin America 17.5  17.2  20.2  20.6  18.9   16.7  17.2  17.0 Europe 8.8  11.8  13.3  15.1  12.4   10.9  13.7  12.3 Rest of World 23.3  20.3  22.3  23.1  22.3   24.4  23.7  24.0 Segment operating margin percentage 14.6  15.2  16.2  18.1  16.1   15.5  16.8  16.1                 Corporate expenses and Other items not allocated to segments(a) (5.0) (4.9) (4.8) (5.0) (5.0)  (7.5) (7.2) (7.3)Total operating margin percentage 9.6  10.3  11.4  13.1  11.1   8.0  9.6  8.8  (a)   See explanation of items on pages 11-12.

The Brink’s Company and subsidiaries
Other Items Not Allocated To Segments (Unaudited)
(In millions)

Income and expenses not allocated to segments are reported either as “Corporate Expenses” or “Other Items not Allocated to Segments.”

Corporate Expenses include costs to manage the global business and perform activities required by public companies as well as other items that are considered part of the Company's operations and revenue generating activities but are not considered when the chief operating decision maker ("CODM") evaluates segment results. Examples include corporate staff compensation, corporate headquarters costs, regional management costs, share-based compensation, and currency transaction gains and losses.

Other Items not Allocated to Segments include income and expenses that are not necessary to operate our business in the ordinary course and are not considered when the CODM evaluates segment results. These include non-recurring as well as certain recurring costs and gains which are not considered to be part of the Company's operations and revenue generating activities. Each of the items in the “Other Items Not Allocated to Segments” category is excluded from non-GAAP measures.

See below for a summary of the other items not allocated to segments.

Reorganization and Restructuring
Costs associated with certain reorganization and restructuring actions were excluded from reported non-GAAP results. These items included primarily severance charges and asset impairment losses. These costs related to global restructuring initiatives, completed in prior years, mainly to mitigate the impact of external economic conditions in light of the COVID-19 pandemic. Due to the unusual nature of the underlying events that led to these actions, the charges are not considered part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Acquisitions and dispositions 
Certain acquisition and disposition items are not part of the Company's operations and revenue generating activities. These items include non-cash amortization expense for acquisition-related intangible assets, as well as integration, transaction, restructuring and certain compensation costs. All of the items are significantly impacted by the timing and nature of our acquisitions and dispositions, and many are inconsistent in amount and frequency. Management has excluded these amounts when evaluating internal performance. Therefore, we have not allocated these amounts to segment or Corporate results and have excluded these amounts from non-GAAP results.

These items are described below:

2026 Acquisitions and Dispositions

Amortization expense for acquisition-related intangible assets was $29.3 million in the first six months of 2026. 2025 Acquisitions and Dispositions

Amortization expense for acquisition-related intangible assets was $58.9 million in 2025.Restructuring costs related to acquisitions were $11.8 million in 2025.Net charges of $2.2 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.We incurred $3.8 million in integration costs in 2025.Transaction costs related to business acquisitions were $2.7 million in 2025. Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed. In 2025, we recognized $10.2 million in pretax charges in operating profit related to highly inflationary accounting, including currency remeasurement losses of $17.0 million. In the first six months of 2026, we recognized $2.8 million in pretax charges in operating profit related to highly inflationary accounting, including currency remeasurement losses of $0.8 million. Highly inflationary adjustments also impact gains and losses on marketable securities due to the change in exchange rates. These non-cash charges are not part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

NCR Atleos acquisition and transformation initiatives On February 26, 2026, we entered into a definitive agreement to acquire NCR Atleos. The transaction is expected to close in the first quarter of 2027, subject to regulatory approval and other customary closing conditions. This acquisition represents a significant strategic step for Brink’s, expanding the scale of the combined company and supporting continued growth in our AMS and DRS offerings, which reflect an increasing portion of our business mix.

During 2023, we initiated a multi-year program intended to accelerate growth and drive margin expansion through transformation of our business model. The program is designed to help us standardize and streamline our commercial and operational systems and processes, as well as back-office functions, including finance and information technology. The efforts will drive continuous improvement and achieve operational excellence.

Accordingly, we incurred $26.0 million of expense in 2025, which primarily included third-party professional services, project management charges, and severance. During the first six months of 2026, we incurred $75.3 million of related costs, including severance costs; fees to attorneys, accountants and other professional advisors related to the NCR Atleos acquisition; as well as third-party professional services. Because these expenses are associated with discrete transformation initiatives, they are not reflective of our ongoing operating cost structure and are not indicative of our core operating expenses or normal activities. Accordingly, management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Non-routine legal matters In the first six months of 2026, we recognized $2.9 million of probable losses and related legal costs in connection with non-routine legal matters. These costs relate to fact-specific matters that management does not believe are indicative of the Company's underlying operational performance for the period. Additionally, the nature of these amounts and the underlying claims are such that they are not reasonably likely to recur based on the Company's historical experience within two years, nor were there similar charges for such matters within the prior two years. Management has excluded these amounts when evaluating internal operating performance, and accordingly, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

DOJ/FinCEN investigations During 2025, we accrued $6.5 million in connection with the U.S. Department of Justice ("DOJ") and U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") investigations, which represents third-party legal costs associated with these matters, including upfront expenses that are directly attributable to establishing compliance programs. In the first six months of 2026, we accrued $2.1 million in connection with the DOJ and FinCEN investigations, which represents third-party legal costs associated with these matters. In the first quarter of 2025, we reached resolutions with both the DOJ and FinCEN. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts and the underlying investigations are such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Chile antitrust matter We recognized an estimated loss of $9.5 million in the third quarter of 2021 and recognized additional amounts in subsequent years (which were primarily related to changes in currency rates). Overall, these charges related to a potential fine associated with an investigation by the Chilean Fiscalía Nacional Económica or "FNE" (the Chilean antitrust agency). The investigation is related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts, including the estimated loss and associated third-party costs, is such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years of the underlying event. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Non-routine auto loss matter In 2023, a Brink’s employee was involved in a motor vehicle accident with unique circumstances that resulted in the death of a third party and, in connection with the ensuing litigation, Brink’s recognized a $10.0 million charge. Due to the unusual nature of the matter, including the unique circumstances of the claim, potential magnitude of remedy, and variation from our ordinary-course litigation strategy, we consider the litigation as separate and distinct from routine legal matters. Management does not believe that similar litigation will likely recur within the next two years, and there have been no similar matters within the prior two years. Management has excluded these amounts when evaluating internal performance. Therefore, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

The Brink’s Company and subsidiaries
Non-GAAP Measures and Reconciliations to GAAP Measures (Unaudited)
(In millions, except for percentages and per share amounts)

Non-GAAP measures described below and included in this press release are financial measures that are not required by or presented in accordance with GAAP. The purpose of the disclosure of these non-GAAP measures is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations.

These non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. The reconciliations in the tables below include adjustments that we do not consider reflective of our operating performance as they result from events and circumstances that are not a part of our core business. Additionally, certain non-GAAP results, including non-GAAP operating profit and free cash flow before dividends, are utilized as performance measures in certain management incentive compensation plans.

Non-GAAP results should not be considered as an alternative to results determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies.

The items excluded from non-GAAP measures are considered by us to be nonrecurring, infrequent or unusual costs and gains as well as other items not considered part of our operations and revenue generating activities. Non-recurring and infrequent items are items that are not reasonably expected to recur in the following two years.

In addition to the rationale described above, we believe the following non-GAAP metrics are helpful to investors in assessing results of operations consistent with how our management evaluates performance:

Non-GAAP operating profit and Non-GAAP operating profit margin: Non-GAAP operating profit equals GAAP operating profit excluding Other Items not Allocated to Segments. Non-GAAP operating margin equals non-GAAP operating profit divided by revenues.Non-GAAP income from continuing operations attributable to Brink's: This measure equals GAAP income from continuing operations attributable to Brink's excluding Other Items not Allocated to Segments as well as certain retirement plan expenses/gains, taxes on return of capital, impairment of certain debt securities, and unusual adjustments to deferred tax asset valuation allowances.Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA: EBITDA is calculated by starting with net income attributable to Brink's and adding back the amounts for interest expense, income taxes, depreciation and amortization. Adjusted EBITDA equals EBITDA excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains, taxes on return of capital, impairment of certain debt securities, unusual adjustments to deferred tax asset valuation allowances, income tax rate adjustments, share-based compensation and marketable securities (gain) loss.Non-GAAP diluted EPS from continuing operations attributable to Brink's common shareholders: This measure equals non-GAAP income from continuing operations attributable to Brink's divided by diluted shares.Organic change and organic growth: Organic change represents the change in revenues or operating profit between the current and prior period excluding the effect of acquisitions and dispositions for one year after the transaction and changes in currency exchange rates. Organic growth is the percentage change of organic growth versus the prior year amount.Impact of acquisitions/dispositions: This measure represents the impact of acquisitions or dispositions without a full year of reported results in either comparable period.Currency effect: This measure consists of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.Non-GAAP pre-tax income, Non-GAAP income tax and Non-GAAP effective income tax rate: Non-GAAP pre-tax income and non-GAAP income tax equal their GAAP counterparts excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains. Non-GAAP effective income tax rate equals non-GAAP income tax divided by non-GAAP pre-tax income. In addition to the rationale described above, we believe the following non-GAAP metrics are helpful in assessing cash flow and financial leverage consistent with how our management evaluates performance:

Free cash flow before dividends: Free cash flow before dividends is a non-GAAP financial measure that represents management’s calculation of cash flows that are available for capital and investing activities such as paying dividends, share repurchases, debt, acquisition and other investments. We define free cash flow before dividends as net cash provided by (used in) operating activities, adjusted to exclude certain operating activities related to cash that is not available for corporate purposes, including the impact of cash flows from restricted cash held for customers, as well as cash received and processed in certain of our secure cash management services operations. The resulting amount is further adjusted to include the impact of cash flows related to property and equipment used to operate our business, including capital expenditures, cash proceeds from the sale of property and equipment, as well as lessor debt financing. Free cash flow before dividends also excludes the cash impact of transaction costs related to the NCR Atleos acquisition. Reconciliations of Non-GAAP to GAAP Measures

Non-GAAP measures are reconciled to comparable GAAP measures in the tables below. Amounts reported for prior periods have been updated in this press release to present information consistently for all periods presented. Most of the reconciling adjustments are described in Other Items Not Allocated to Segments above on pages 11-12. Additional reconciling items include the following:

Retirement plans   We incur costs, such as interest expense and amortization of actuarial gains and losses, associated with certain retirement plans that have been frozen to new entrants. Furthermore, we also incur non-cash settlement charges and curtailment gains related to all of our retirement plans. These costs and gains are not considered to be part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. Therefore, they are excluded from non-GAAP results.

Valuation allowance on tax credits Gains and charges related to major tax law changes are not considered to be part of the Company's operations and revenue generating activities. As a result of the One Big Beautiful Bill Act, we increased a valuation allowance on deferred tax assets and recorded a significant income tax expense in the third quarter of 2025. Management has excluded these amounts when evaluating internal performance. Therefore, they are excluded from non-GAAP results.

Tax on return of capital As a result of lifted foreign exchange controls and the official and unofficial foreign exchange rates convergence in Argentina, we were able to make an unusual and infrequent return of capital. Due to Argentinian tax law, a withholding tax was imposed on the return of capital. This withholding tax is not considered to be part of the Company’s operations and revenue generating activities. Management has excluded this amount when evaluating internal performance. Therefore, it is excluded from non-GAAP results.

Change in restricted cash held for customers   Restricted cash held for customers is not available for general corporate purposes such as payroll, vendor invoice payments, debt repayment, or capital expenditures. Because the cash is not available to support the Company's operations and revenue generating activities, management excludes the changes in the restricted cash held for customers balance when assessing cash flows from operations. We believe that the exclusion of the change in restricted cash held for customers from our non-GAAP operating cash flows measure is helpful to users of the financial statements as it presents this financial measure consistent with how management assesses this liquidity measure.

Change in certain customer obligations The title to cash received and processed in certain of our secure cash management services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and is thus not available for general corporate purposes. Because the cash is not available to support our operations and revenue generating activities, management excludes the changes in this specific cash balance when assessing cash flows from operations. We believe that the exclusion of the change in this cash balance from our non-GAAP operating cash flows measure is helpful to the users of our financial statements as it presents this financial measure consistent with how our management assesses this liquidity measure.

NCR Atleos acquisition cash flows This represents the cash outflows during the period related to NCR Atleos acquisition-related transaction costs, such as fees to attorneys, accountants and other professional advisors.

Non-GAAP Results Reconciled to GAAP

 Six months ended June 30, 2025 Six months ended June 30, 2026 Pre-tax income(a) Income tax Effective income tax rate(a) Pre-tax income(a)
 Income tax
 Effective income tax rate(a)              GAAP$144.3  42.8  29.7% $113.7  31.5  27.7%Reorganization and Restructuring(c) 0.7  0.1     —  —   Acquisitions and dispositions(c) 46.5  13.5     30.5  6.4   Argentina highly inflationary impact(c) 9.1  0.1     4.4  —   NCR Atleos acquisition and transformation initiatives(c) 10.5  0.2     75.3  11.6   Non-routine legal matters(c) —  —     2.9  0.7   DOJ/FinCEN investigations(c) 1.8  —     2.1  0.5   Chile antitrust matter(c) 0.4  0.1     0.6  0.2   Retirement plans(b) (3.1) (0.7)    2.7  0.6   Income tax rate adjustment(d) —  1.7     —  11.9   Non-GAAP$210.2  57.8  27.5% $232.2  63.4  27.3%                     Amounts may not add due to rounding.

(a)   From continuing operations.
(b)   See "Reconciliations of Non-GAAP to GAAP Measures" on page 14 for details.
(c)   See “Other Items Not Allocated To Segments” on pages 11-12 for details.
(d)   Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 27.3% for 2026 and was 27.5% for 2025.

The Brink’s Company and subsidiaries
Non-GAAP Results Reconciled to GAAP (Unaudited) - continued
(In millions, except for percentages and per share amounts)

 2025
 2026
 1Q
 2Q 3Q
 4Q
 Full Year
 1Q 2Q
 Six Months
                      Operating profit (loss):                     GAAP$119.1  133.9  152.4  180.1  585.5  $110.2  133.3  243.5 Reorganization and Restructuring(a) 0.5  0.2  0.3  0.4  1.4   —  —  — Acquisitions and dispositions(a) 18.5  25.8  17.8  16.4  78.5   15.6  15.3  30.9 Argentina highly inflationary impact(a) 6.3  (1.9) 4.7  1.1  10.2   (0.5) 3.3  2.8 NCR Atleos acquisition and transformation initiatives(a) 5.1  5.4  8.1  7.4  26.0   38.9  36.4  75.3 Non-routine legal matters(a) —  —  —  —  —   2.8  0.1  2.9 DOJ/FinCEN investigations(a) 0.9  0.9  3.7  1.0  6.5   1.2  0.9  2.1 Chile antitrust matter(a) 0.2  0.2  0.2  0.2  0.8   0.2  0.4  0.6 Non-routine auto loss matter(a) —  —  1.0  —  1.0   —  —  — Non-GAAP$150.6  164.5  188.2  206.6  709.9  $168.4  189.7  358.1  Income (loss) from continuing operations attributable to Brink's:               GAAP$51.6  43.9  36.2  68.4  200.1  $32.1  44.5  76.6 Reorganization and Restructuring(a) 0.4  0.2  0.3  0.3  1.2   —  —  — Acquisitions and dispositions(a) 17.5  15.0  15.6  16.5  64.6   11.6  12.0  23.6 Argentina highly inflationary impact(a) 7.2  1.8  5.6  12.2  26.8   1.0  3.4  4.4 NCR Atleos acquisition and transformation initiatives(a) 5.0  5.3  7.8  7.1  25.2   34.1  29.6  63.7 Non-routine legal matters(a) —  —  —  —  —   2.1  0.1  2.2 DOJ/FinCEN investigations(a) 0.9  0.9  3.7  0.9  6.4   0.9  0.7  1.6 Chile antitrust matter(a) 0.2  0.1  0.2  0.1  0.6   0.1  0.3  0.4 Non-routine auto loss matter(a) —  —  1.0  —  1.0   —  —  — Argentina debt securities impairment(f) —  —  —  1.0  1.0   —  —  — Retirement plans(b) (1.2) (1.2) (1.2) (1.1) (4.7)  1.1  1.0  2.1 Tax on return of capital(b) —  —  —  5.4  5.4   —  —  — Valuation allowance on tax credits(b) —  —  16.5  (2.1) 14.4   —  —  — Income tax rate adjustment(c) (11.0) 10.7  2.1  (1.8) —   (8.0) (3.4) (11.4)Non-GAAP$70.6  76.7  87.8  106.9  342.0  $75.0  88.2  163.2                 Adjusted EBITDA:               Net income attributable to Brink's$51.6  43.7  36.3  68.1  199.7  $32.1  44.4  76.5 Interest expense 57.5  60.9  63.4  63.7  245.5   63.5  62.9  126.4 Income tax provision 15.6  27.2  53.0  47.5  143.3   11.0  20.5  31.5 Depreciation and amortization 70.7  59.8  78.2  82.1  290.8   79.7  79.1  158.8 EBITDA$195.4  191.6  230.9  261.4  879.3  $186.3  206.9  393.2 Discontinued operations —  0.2  (0.1) 0.3  0.4   —  0.1  0.1 Reorganization and Restructuring(a) 0.5  0.2  0.3  0.4  1.4   —  —  — Acquisitions and dispositions(a) 4.5  12.3  2.3  1.2  20.3   0.1  0.6  0.7 Argentina highly inflationary impact(a) 5.2  14.4  3.8  7.1  30.5   0.1  2.4  2.5 NCR Atleos acquisition and transformation initiatives(a) 5.1  5.4  8.1  7.4  26.0   38.9  36.4  75.3 Non-routine legal matters(a) —  —  —  —  —   2.8  0.1  2.9 DOJ/FinCEN investigations(a) 0.9  0.9  3.7  1.0  6.5   1.2  0.9  2.1 Chile antitrust matter(a) 0.2  0.2  0.2  0.2  0.8   0.2  0.4  0.6 Non-routine auto loss matter(a) —  —  1.0  —  1.0   —  —  — Argentina debt securities impairment(f) —  —  —  1.5  1.5   —  —  — Retirement plans(b) (1.7) (1.4) (1.6) (1.7) (6.4)  1.5  1.2  2.7 Income tax rate adjustment(c) —  1.4  (1.4) —  —   0.3  0.2  0.5 Share-based compensation(d) 5.7  8.1  4.9  7.3  26.0   7.1  7.7  14.8 Marketable securities (gain) loss(e) (0.8) (1.3) 1.2  (9.3) (10.2)  (1.0) 0.3  (0.7)Adjusted EBITDA$215.0  232.0  253.3  276.8  977.1  $237.5  257.2  494.7   2025
 2026
 1Q 2Q 3Q 4Q Full Year 1Q 2Q Six Months                EPS:               GAAP$1.19  1.03  0.86  1.62  4.70  $0.77  1.07  1.84 Reorganization and Restructuring costs(a) 0.01  —  0.01  0.01  0.03   —  —  — Acquisitions and dispositions(a) 0.40  0.36  0.37  0.39  1.52   0.28  0.29  0.57 Argentina highly inflationary impact(a) 0.17  0.05  0.13  0.29  0.63   0.02  0.09  0.11 NCR Atleos acquisition and transformation initiatives(a) 0.11  0.13  0.19  0.17  0.59   0.82  0.71  1.53 Non-routine legal matters(a) —  —  —  —  —   0.05  —  0.05 DOJ/FinCEN investigations(a) 0.02  0.02  0.09  0.02  0.15   0.02  0.02  0.04 Chile antitrust matter(a) —  —  0.01  —  0.01   —  0.01  0.01 Non-routine auto loss matter(a) —  —  0.02  —  0.02   —  —  — Argentina debt securities impairment(f) —  —  —  0.02  0.02   —  —  — Retirement plans(b) (0.02) (0.03) (0.03) (0.03) (0.11)  0.03  0.02  0.05 Tax on return of capital(b) —  —  —  0.13  0.13   —  —  — Valuation allowance on tax credits(b) —  —  0.39  (0.05) 0.34   —  —  — Income tax rate adjustment(c) (0.25) 0.25  0.05  (0.04) —   (0.19) (0.08) (0.27)Non-GAAP$1.62  1.81  2.09  2.54  8.05  $1.81  2.13  3.93                            Amounts may not add due to rounding.   

(a)   See “Other Items Not Allocated To Segments” on pages 11-12 for details.
(b)   See "Reconciliations of Non-GAAP to GAAP Measures" on page 14 for details.
(c)   Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 27.3% for 2026 and was 27.5% for 2025.
(d)   Due to the impact of transformation-related equity awards, there was a $0.2 million non-GAAP adjustment to share-based compensation in the second quarter of 2026. There is no difference between GAAP and non-GAAP share-based compensation amounts for the other periods presented.
(e)   Due to the impact of Argentina highly inflationary accounting, there was a $1.0 million non-GAAP adjustment for a loss in the first quarter of 2025, a $3.7 million non-GAAP adjustment for a loss in the second quarter of 2025, a $0.9 million non-GAAP adjustment for a loss in the third quarter of 2025, a $6.9 million non-GAAP adjustment for a loss in the fourth quarter of 2025, and a $1.6 million non-GAAP adjustment for a loss in the first quarter of 2026. In the second quarter of 2026, there were no non-GAAP adjustments for marketable securities gains or losses due to Argentina highly inflationary accounting.
(f)   Related to the impairment of specific debt securities in Argentina in 2025.

     Full Year Six Months
Ended June 30, 2025
 2025
 2026
      Cash flows provided from operating activities - GAAP$639.5  $143.8  $65.2 (Increase) decrease in restricted cash held for customers(a) (46.1)  (31.3)  66.3 Increase in certain customer obligations(a) (16.5)  (24.0)  (40.5)Capital expenditures (203.1)  (110.7)  (74.9)Cash proceeds from sale of property and equipment 18.5   9.8   5.6 Proceeds from lessor debt financing 43.2   12.0   5.6 Subtotal$435.5   (0.4)  27.3 NCR Atleos acquisition cash flows(a) —   —   4.7 Free cash flow before dividends(a)$435.5   (0.4)  32.0  (a)   Free cash flow before dividends is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. See page 13 for further information on this non-GAAP measure, and see page 14 for descriptions of the adjustments.

Contact:
Investor Relations
804.289.9709

LEXINGTON, Ky.--(BUSINESS WIRE)--Valvoline Inc. (NYSE: VVV), the quick, easy, trusted leader in preventive automotive maintenance, today reported financial results for its third quarter ended June 30, 2026. All comparisons in this press release are made to the same prior-year period unless otherwise noted.

“We delivered another strong quarter, with sales and profit growth in line with our expectations,” said Lori Flees, President & CEO. “Top-line sales grew 24%, with system-wide same-store sales growth of 8.0%, benefiting from pricing actions taken in the quarter. We generated healthy profit growth, solid margins and improved SG&A leverage. The team continues to manage the business effectively through the changing supply and macro environment. Our results demonstrate the strength, resilience, and growth in our business.”

Continuing Operations - Operating Results

Sales of $545 million grew 24% and system-wide store sales increased 19% to $1.05 billion System-wide same-store sales (SSS) growth of 8.0% Reported income from continuing operations of $65 million grew 14% and diluted earnings per share (EPS) of $0.51 increased 16% Adjusted EBITDA of $162 million increased 25% and adjusted EPS of $0.57 increased 21% System-wide net store additions in the quarter totaled 47 (25 franchise and 22 company-operated additions) Balance Sheet and Cash Flow

Cash and cash equivalents balance of $84 million; total debt of $1.6 billion, reflecting a $50 million voluntary prepayment on the Term Loan A Year-to-date operating cash flow from continuing operations of $285 million and free cash flow of $112 million, an improvement of $93 million over the prior year Outlook

Flees added, “We are operating in a period of meaningful change on the cost side of our business. Our team is focused on mitigating the impact of increased finished lubricant costs with pricing actions and ongoing operational discipline. We remain confident in the underlying strength of our business and our team's execution. As a result, we are narrowing our guidance ranges and raising full-year system-wide same-store sales expectations.”

Information regarding the Company’s outlook for fiscal 2026 is provided in the table below:

Updated Outlook

Prior Outlook

System-wide SSS growth1

7.5% - 8%

5% - 6.5%

System-wide store additions1

no change

330 - 360

Net revenues

$2.05 - $2.1 billion

$2.0 - $2.1 billion

Adjusted EBITDA1

$550 - $560 million

$540 - $560 million

Adjusted EPS1

$1.70 - $1.75

$1.65 - $1.75

Capital expenditures

$240 - $260 million

$250 - $280 million

1 Refer to the Key Business Measures and Use of Non-GAAP Measures sections herein for further information regarding management’s use of these measures.

Valvoline’s outlook for adjusted EBITDA and adjusted EPS are non-GAAP financial measures that are expected to be impacted by items affecting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to the comparable GAAP measures estimated for fiscal 2026 without unreasonable efforts, as the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact these GAAP measures in fiscal 2026 but would not impact non-GAAP adjusted results.

Third Quarter Operating Results

(In millions, except per share amounts and store counts)

Q3 results

YoY growth

Net revenues

$

544.6

24

%

Operating income (a)

$

112.2

18

%

Income from continuing operations (a)

$

65.0

14

%

EPS (a)

$

0.51

16

%

Adjusted EPS (b)

$

0.57

21

%

Adjusted EBITDA (b)

$

162.4

25

%

System-wide store sales (b)

$

1,053.9

19

%

Q3 results

Quarter change

System-wide stores (b)

2,456

+47

Company-operated stores (c)

1,232

+22

Franchised stores (b) (c)

1,224

+25

Q3 - YoY growth

System-wide SSS (b)

8.0 %

Conference Call Webcast

Valvoline will host a live audio webcast of its third quarter fiscal 2026 conference call today, August 5, 2026, at 9 a.m. ET. The webcast and supporting materials will be accessible through Valvoline's website at http://investors.valvoline.com. Following the live event, an archived version of the webcast and supporting materials will be available.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-operated and franchised store counts and system-wide SSS and store sales. Management believes these measures are useful to evaluating and understanding Valvoline's operating performance and should be considered as supplements to, not substitutes for, Valvoline's net revenues and operating income, as determined in accordance with U.S. GAAP.

Net revenues are influenced by the number of service center stores and the business performance of those stores. Stores are considered open upon acquisition or opening for business. Temporary store closings remain in the respective store counts with only permanent store closures reflected in the activity and end of period store counts. SSS is defined as net revenues of U.S. Valvoline Instant Oil ChangeSM (VIOCSM) system-wide stores that have been in operation for at least 12 full months within the system, and beginning in fiscal 2026, mobile service net revenues in markets that leverage store marketing channels.

Net revenues are limited to sales at company-operated stores, in addition to royalties and other fees from independent franchised and Express Care stores. Although Valvoline does not recognize store-level sales from franchised stores as net revenues in its Statements of Condensed Consolidated Income, management believes system-wide and franchised SSS comparisons, store counts, and total system-wide store sales are useful to assess market position relative to competitors and overall store and operating performance.

Use of Non-GAAP Measures

The following non-GAAP measures are included herein: EBITDA, adjusted EBITDA, and adjusted EBITDA margin; adjusted net income and adjusted diluted earnings per share; and free cash flow and free cash flow excluding growth capital expenditures. Refer to the tables herein for management's definition of each non-GAAP measure and reconciliation to the most comparable U.S. GAAP measure.

Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline's operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, an alternative to, or more meaningful than, the financial results presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and the reconciliations of non-GAAP measures should be carefully evaluated. The manner used to compute the non-GAAP information used by management may differ from the methods used by other companies and may not be comparable.

Refer to the Appendix at the end of this release for descriptions of the adjustments that depart from the computations in accordance with U.S. GAAP.

About Valvoline Inc.

Valvoline Inc. (NYSE: VVV) delivers quick, easy, trusted service at approximately 2,500 franchised and company-operated service centers across the United States and Canada. The Company completes more than 30 million services annually system-wide, from about 15-minute stay-in-your-car oil changes to a variety of manufacturer-recommended maintenance services such as wiper replacements and tire rotations. At Valvoline Inc., it all starts with our people, including the over 13,500 team members who are working to drive the full potential of our core business, deliver sustainable network growth and innovate to meet the evolving needs of our customers and the car parc. For more information, visit vioc.com.

Forward-Looking Statements

Certain statements herein, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the acquisition of Breeze Autocare, including its Oil Changers stores, and the integration of the Breeze Autocare business and the anticipated benefits and synergies of the acquisition; executing on the growth strategy to create shareholder value by driving the full potential in Valvoline’s core business, delivering sustainable network growth and innovating to meet the changing needs of customers and the car parc; realizing the benefits from acquisitions and refranchising transactions; and future opportunities for the stand-alone retail business; and any other statements regarding Valvoline's future operations, financial or operating results, capital allocation, debt leverage ratio, anticipated business levels, dividend policy, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. Valvoline has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends,” and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline’s current expectations, estimates, projections, and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in Valvoline’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of Valvoline’s most recently filed periodic reports on Forms 10-K and 10-Q, which are available on Valvoline’s website at http://investors.valvoline.com/sec-filings or on the SEC’s website at http://www.sec.gov. Valvoline assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, unless required by law.

TM Trademark, Valvoline Inc., or its subsidiaries, registered in various countries

SM Service mark, Valvoline Inc., or its subsidiaries, registered in various countries

Valvoline Inc. and Consolidated Subsidiaries

Table 1

Statements of Consolidated Income

(In millions, except per share amounts - preliminary and unaudited)

Three months ended
June 30

Nine months ended
June 30

2026

2025

2026

2025

Net revenues

$

544.6

$

439.0

$

1,510.2

$

1,256.5

Cost of sales

329.7

261.4

935.8

775.5

Gross profit

214.9

177.6

574.4

481.0

Selling, general and administrative expenses

103.0

82.8

308.5

246.8

Net legacy and separation-related expenses

0.1

0.4

6.2

1.6

Other (income) loss, net

(0.4

)

(0.3

)

43.2

(72.8

)

Operating income

112.2

94.7

216.5

305.4

Net pension and other postretirement plan income

(1.3

)

(0.9

)

(3.7

)

(2.7

)

Net interest and other financing expenses

27.9

18.6

81.1

53.0

Income before income taxes

85.6

77.0

139.1

255.1

Income tax expense

20.6

20.0

61.0

65.9

Income from continuing operations

65.0

57.0

78.1

189.2

Loss from discontinued operations, net of tax

(0.5

)

(0.5

)

(1.6

)

(3.5

)

Net income

$

64.5

$

56.5

$

76.5

$

185.7

Net earnings per share

Basic earnings (loss) per share

Continuing operations

$

0.51

$

0.45

$

0.61

$

1.48

Discontinued operations

—

(0.01

)

(0.01

)

(0.03

)

Basic earnings per share

$

0.51

$

0.44

$

0.60

$

1.45

Diluted earnings (loss) per share

Continuing operations

$

0.51

$

0.44

$

0.61

$

1.47

Discontinued operations

—

—

(0.01

)

(0.03

)

Diluted earnings per share

$

0.51

$

0.44

$

0.60

$

1.44

Weighted average common shares outstanding

Basic

127.8

127.6

127.8

128.0

Diluted

128.4

128.2

128.3

128.7

Valvoline Inc. and Consolidated Subsidiaries

Table 2

Condensed Consolidated Balance Sheets

(In millions - preliminary and unaudited)

June 30

September 30

2026

2025

Assets

Current assets

Cash and cash equivalents

$

84.2

$

51.6

Receivables, net

102.8

89.6

Inventories, net

50.4

42.6

Prepaid expenses and other current assets

47.0

59.9

Total current assets

284.4

243.7

Noncurrent assets

Property, plant and equipment, net

1,280.7

1,134.6

Operating lease assets

401.4

331.8

Goodwill and intangibles, net

1,283.3

740.5

Other noncurrent assets

231.8

219.8

Total assets

$

3,481.6

$

2,670.4

Liabilities and Stockholders' Equity

Current liabilities

Current portion of long-term debt

$

31.1

$

23.8

Trade and other payables

119.8

118.9

Accrued expenses and other liabilities

254.5

204.7

Total current liabilities

405.4

347.4

Noncurrent liabilities

Long-term debt

1,570.9

1,050.2

Employee benefit obligations

178.9

187.5

Operating lease liabilities

377.3

315.3

Other noncurrent liabilities

532.4

431.5

Total noncurrent liabilities

2,659.5

1,984.5

Stockholders' equity

416.7

338.5

Total liabilities and stockholders' equity

$

3,481.6

$

2,670.4

Valvoline Inc. and Consolidated Subsidiaries

Table 3

Condensed Consolidated Statements of Cash Flows

(In millions - preliminary and unaudited)

Nine months ended

June 30

2026

2025

Cash flows from operating activities

Net income

$

76.5

$

185.7

Adjustments to reconcile net income to cash flows from operating activities:

Loss from discontinued operations

1.6

3.5

Loss (gain) on sale of operations

43.6

(71.6

)

Depreciation and amortization

109.3

86.6

Stock-based compensation expense

9.3

7.4

Other, net

6.1

1.5

Change in operating assets and liabilities

38.2

(33.1

)

Operating cash flows from continuing operations

284.6

180.0

Operating cash flows from discontinued operations

—

(4.7

)

Total cash provided by operating activities

284.6

175.3

Cash flows from investing activities

Additions to property, plant and equipment

(172.3

)

(160.3

)

Acquisitions, net of cash acquired

(652.5

)

(32.1

)

Proceeds from sale of operations

63.6

121.0

Issuances of notes receivable

(16.3

)

(17.3

)

Repayments of notes receivable

17.7

11.7

Other investing activities, net

(1.5

)

5.1

Total cash used in investing activities

(761.3

)

(71.9

)

Cash flows from financing activities

Proceeds from borrowings

755.0

85.0

Payments of debt issuance costs and discounts

(14.5

)

(2.0

)

Repayments on borrowings

(214.7

)

(97.8

)

Repurchases of common stock, including excise taxes of $16.4 in 2025

—

(76.8

)

Other financing activities, net

(16.3

)

(12.0

)

Total cash provided by (used in) financing activities

509.5

(103.6

)

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

(0.2

)

(0.2

)

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

32.6

(0.4

)

Cash, cash equivalents and restricted cash - beginning of period

51.6

68.7

Cash, cash equivalents and restricted cash - end of period

$

84.2

$

68.3

Valvoline Inc. and Consolidated Subsidiaries

Table 4

Retail Stores Operating Information

(Preliminary and unaudited)

Three months ended
June 30

Nine months ended
June 30

2026

2025

2026

2025

Sales information

Store sales - in millions

Company-operated

$

481.0

$

382.6

$

1,340.0

$

1,100.6

Franchised (a)

572.9

507.0

1,624.1

1,434.8

System-wide store sales (a)

$

1,053.9

$

889.6

$

2,964.1

$

2,535.4

Year-over-year growth (a)

18.5

%

10.0

%

16.9

%

11.3

%

System-wide same-store sales growth (a)(b)

8.0

%

4.9

%

7.4

%

6.2

%

Number of stores at end of period

Third Quarter

2026

Second Quarter

2026

First Quarter

2026

Fourth Quarter

2025

Third Quarter

2025

Company-operated

1,232

1,210

1,196

1,016

983

Franchised (a)

1,224

1,199

1,184

1,164

1,141

As of June 30

2026

2025

System-wide store count (a)

2,456

2,124

Year-over-year growth (a)

15.6

%

8.3

%

(a)

Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.

(b)

Valvoline determines SSS growth as the year-over-year change in net revenues of U.S. VIOC system-wide same stores with same stores defined as those that have been in operation within the system for at least 12 full months, and beginning in fiscal 2026, mobile service net revenues in markets that leverage store marketing channels.

Valvoline Inc. and Consolidated Subsidiaries

Table 5

System-wide Retail Stores

(Preliminary and unaudited)

Company-operated

Third Quarter

2026

Second Quarter

2026

First Quarter

2026

Fourth Quarter

2025

Third Quarter

2025

Beginning of period

1,210

1,196

1,016

983

950

Opened

15

8

26

26

19

Acquired

5

3

210

8

8

Divested (a)

—

—

(45

)

—

—

Net conversions between company-operated and franchised

3

4

(10

)

—

6

Closed

(1

)

(1

)

(1

)

(1

)

—

End of period

1,232

1,210

1,196

1,016

983

Franchised (b)

Third Quarter

2026

Second Quarter

2026

First Quarter

2026

Fourth Quarter

2025

Third Quarter

2025

Beginning of period

1,199

1,184

1,164

1,141

1,128

Opened

26

20

13

24

19

Acquired (c)

—

—

—

—

—

Net conversions between company-operated and franchised

—

(4

)

10

—

(6

)

Closed

(1

)

(1

)

(3

)

(1

)

—

End of period

1,224

1,199

1,184

1,164

1,141

Total system-wide stores (b)

2,456

2,409

2,380

2,180

2,124

(a) Divested stores represent those acquired in connection with the Breeze Autocare acquisition and immediately divested as required by the Federal Trade Commission.

(b) Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.

(c) Represents the acquisition of franchise stores that are new to the Valvoline retail store system by Valvoline Inc.

Valvoline Inc. and Consolidated Subsidiaries

Table 6

Non-GAAP Reconciliation - Income from Continuing Operations and Diluted Earnings per Share

(In millions, except per share amounts - preliminary and unaudited)

Three months ended
June 30

Nine months ended
June 30

2026

2025

2026

2025

Reported income from continuing operations

$

65.0

$

57.0

$

78.1

$

189.2

Adjustments:

Net pension and other postretirement plan income

(1.3

)

(0.9

)

(3.7

)

(2.7

)

Net legacy and separation-related expenses

0.1

0.4

6.2

1.6

Information technology transition and material weakness remediation costs

7.0

2.1

12.8

8.5

Debt extinguishment and modification costs

0.8

—

0.8

—

Investment and divestiture-related costs (income) (a)

5.8

3.5

75.3

(64.0

)

Total adjustments, pre-tax

12.4

5.1

91.4

(56.6

)

Income tax (benefit) expense of adjustments

(2.8

)

(1.3

)

1.3

14.3

Income tax adjustments (b)

(1.7

)

—

1.7

—

Total adjustments, after tax

7.9

3.8

94.4

(42.3

)

Adjusted income from continuing operations (c) (d)

$

72.9

$

60.8

$

172.5

$

146.9

Reported diluted earnings per share from continuing operations

$

0.51

$

0.44

$

0.61

$

1.47

Adjusted diluted earnings per share from continuing operations (d) (e)

$

0.57

$

0.47

$

1.34

$

1.14

Weighted average diluted common shares outstanding

128.4

128.2

128.3

128.7

(a) Includes certain pre-tax key item activity within amortization and net interest and other financing expenses that do not impact EBITDA but impact pre-tax adjusted earnings.

(b) Income tax adjustments include the effects associated with investment and divestiture-related activity, which is further described in the Appendix.

(c) Adjusted income from continuing operations is defined as income from continuing operations adjusted for the effects of key items.

(d) Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.

(e) Adjusted diluted earnings per share from continuing operations is defined as diluted earnings per share calculated using adjusted income from continuing operations.

Valvoline Inc. and Consolidated Subsidiaries

Table 7

Non-GAAP Reconciliation - Net Revenues and EBITDA from Continuing Operations

(In millions - preliminary and unaudited)

Three months ended
June 30

Nine months ended
June 30

2026

2025

2026

2025

Reported net revenues (a)

$

544.6

$

439.0

$

1,510.2

$

1,256.5

Income from continuing operations

$

65.0

$

57.0

$

78.1

$

189.2

Add:

Income tax expense

20.6

20.0

61.0

65.9

Net interest and other financing expenses

27.9

18.6

81.1

53.0

Depreciation and amortization

38.2

30.2

109.3

86.6

EBITDA from continuing operations (b) (c)

151.7

125.8

329.5

394.7

Key items:

Net pension and other postretirement plan income

(1.3

)

(0.9

)

(3.7

)

(2.7

)

Net legacy and separation-related expenses

0.1

0.4

6.2

1.6

Information technology transition and material weakness remediation costs

7.0

2.1

12.8

8.5

Investment and divestiture-related costs (income) (d)

4.9

2.1

68.6

(65.4

)

Key items - subtotal

10.7

3.7

83.9

(58.0

)

Adjusted EBITDA from continuing operations (b) (c)

$

162.4

$

129.5

$

413.4

$

336.7

Net profit margin (e)

11.9

%

13.0

%

5.2

%

15.1

%

Adjusted EBITDA margin (b) (f)

29.8

%

29.5

%

27.4

%

26.8

%

(a)

  Net revenues do not have any key item adjustments in the periods presented herein; therefore, GAAP net revenues and Adjusted net revenues are the same.

(b)

  Represents a non-GAAP measure. Refer to “Use of Non-GAAP Measures” and the Appendix for additional details.

(c)

  EBITDA from continuing operations is defined as income from continuing operations, plus income tax expense, net interest and other financing expenses, and depreciation and amortization attributable to continuing operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for key items attributable to continuing operations.

(d)

  Includes certain pre-tax key item activity within amortization and net interest and other financing expenses that do not impact Adjusted EBITDA but impact pre-tax adjusted earnings.

(e)

  Net profit margin is defined as reported income from continuing operations divided by reported net revenues.

(f)

  Adjusted EBITDA margin is defined as Adjusted EBITDA from continuing operations divided by adjusted net revenues.

Valvoline Inc. and Consolidated Subsidiaries

Table 8

Non-GAAP Reconciliation - Free Cash Flows from Continuing Operations

(In millions - preliminary and unaudited)

Free cash flow (a)

Nine months ended

June 30

2026

2025

Operating cash flows from continuing operations

$

284.6

$

180.0

Adjustments:

Additions to property, plant and equipment

(172.3

)

(160.3

)

Free cash flow from continuing operations (b)

$

112.3

$

19.7

Free cash flow excluding growth capital expenditures (c)

Nine months ended

June 30

2026

2025

Operating cash flows from continuing operations

$

284.6

$

180.0

Adjustments:

Maintenance additions to property, plant and equipment

(43.3

)

(35.1

)

Free cash flow excluding growth capital expenditures (b)

$

241.3

$

144.9

Valvoline Inc. and Consolidated Subsidiaries

Appendix - Description of Non-GAAP Measures and Adjustments

EBITDA measures

Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline’s operating performance between periods on a comparable basis due to the depreciable assets associated with the nature of the Company’s operations, as well as income tax and interest costs related to Valvoline’s tax and capital structures, respectively.

Free cash flow measures

Management uses free cash flow and free cash flow excluding growth capital expenditures as additional non-GAAP metrics of cash flow generation. By including capital expenditures, management is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes maintenance capital expenditures, which are uses of cash that are necessary to maintain the Company's existing business operations, including its retail service center store network, service portfolio, and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or expansion of retail service center stores and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments.

Adjusted profitability measures

Adjusted profitability measures (i.e., adjusted net income, diluted earnings per share and EBITDA) enable the comparison of financial trends and results between periods where certain items may not be reflective of the Company’s underlying and ongoing operational performance or vary independent of business performance.

Key items

The non-GAAP measures used by management exclude the impact of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods (“key items”). Key items are often related to legacy matters or market-driven events considered by management to not be reflective of the ongoing operating performance. Key items may consist of adjustments related to: legacy businesses, including the separation from Valvoline's former parent company, the sale of the former Global Products reportable segment, and the associated impacts of related activity and indemnities; non-service pension and other postretirement plan activity; restructuring-related matters, including organizational restructuring plans, significant acquisitions or divestitures, debt extinguishment and modification, and tax reform legislation; in addition to other matters that management considers non-operational, infrequent or unusual in nature.

Refer to the following for descriptions of the key items that comprise the adjustments which depart from the computations in accordance with U.S. GAAP:

Net pension and other postretirement plan income: Includes several elements impacted by changes in plan assets and obligations that are primarily driven by the debt and equity markets, including remeasurement gains and losses, when applicable; and recurring non-service pension and other postretirement net periodic activity, which consists of interest cost, expected return on plan assets and amortization of prior service credits. Management considers these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also legacy amounts that are not directly related to the underlying business and do not have an impact on the compensation and benefits provided to eligible employees for current service.

Net legacy and separation-related expenses: Activity associated with legacy businesses, including the separation from Valvoline’s former parent company and its former Global Products reportable segment. This activity includes the recognition of and adjustments to indemnity obligations to its former parent company; certain legal, financial, professional advisory and consulting fees; and other expenses incurred by the continuing operations in connection with and directly related to these separation transactions and legacy matters. This incremental activity directly attributable to legacy matters and separation transactions is not considered reflective of the underlying operating performance of the Company’s continuing operations.

Information technology transition and material weakness remediation costs: Consists of expenses incurred directly related to the Company’s information technology transitions, primarily efforts related to implementing stand-alone enterprise resource planning and human resource information systems that generally began in fiscal 2023 following the sale of the former Global Products reportable segment. These expenses include data conversion, training, redundant expenses incurred from duplicative technology platforms, and temporary support, which includes consulting fees and professional services to support certain enhanced manual procedures and material weakness remediation efforts, including costs resulting from process changes implemented in remediating the material weakness. These incremental costs are directly associated with technology transitions and material weakness remediation efforts and are not considered to be reflective of the ongoing expenses of operating the Company’s technology platforms and control environment once the material weakness is remediated.

Investment and divestiture-related costs (income): Consists of activity directly associated with specific significant acquisitions, investments and divestitures, including professional and consulting fees for legal and advisory services, in addition to gains or losses recognized upon disposition, temporary financing costs directly associated with transactions, certain acquisition-related incentive compensation costs, amortization of Breeze acquired intangible assets, and expense recognized to adjust the carrying values of related assets determined to be impaired. This activity is not considered to be reflective of the underlying operating performance of the Company’s ongoing continuing operations.

Debt extinguishment and modification costs: Consists of fees paid to creditors and accelerated amortization of previously capitalized debt issuance costs as well as third-party fees expensed in connection with amendments to the Company’s debt facilities. These expenses are not considered to be indicative of the future servicing costs of the Company's ongoing debt facilities.

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