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WAYNE, Pa.--(BUSINESS WIRE)--Teleflex Incorporated (NYSE: TFX) announced today that its Board of Directors declared a quarterly cash dividend of thirty-four cents ($0.34) per share of common stock. The dividend is payable September 30, 2026, to shareholders of record at the close of business on August 14, 2026.

About Teleflex Incorporated

As a global provider of medical technologies, Teleflex is driven by our purpose to improve the health and quality of people’s lives. Through our vision to become the most trusted partner in healthcare, we offer a diverse portfolio with solutions in the therapy areas of anesthesia, emergency medicine, interventional cardiology and radiology, surgical, vascular access, and urology. We believe that the potential of great people, purpose driven innovation, and world-class products can shape the future direction of healthcare.

Teleflex is the home of Arrow™, Barrigel™, Deknatel™, LMA™, Pilling™, QuikClot™ Rüsch™, UroLift™ and Weck™ – trusted brands united by a common sense of purpose.

At Teleflex, we are empowering the future of healthcare. For more information, please visit teleflex.com.

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BALTIMORE--(BUSINESS WIRE)--Constellation Energy Corporation (Nasdaq: CEG) today reported its financial results for the second quarter of 2026.

“This quarter's accomplishments reflect the momentum we're building across our business,” said Joe Dominguez, president and CEO of Constellation. “From advancing the restart of the Crane Clean Energy Center, to executing long-term agreements with our corporate customers and extending the lives of two critical New York assets, we’re strengthening the nation's energy infrastructure and helping meet growing demand for reliable power.”

“Our second-quarter results and increased full-year EPS guidance demonstrate the earnings power of our expanded platform, strong operational and commercial performance, and the disciplined execution of our capital allocation strategy,” said Shane Smith, executive vice president and chief financial officer of Constellation. “We remain focused on integrating Calpine, capturing the value of our expanded fleet and investing in opportunities that generate attractive returns. With a strong balance sheet, a differentiated customer facing business, and a generation portfolio well positioned to serve increasing demand for reliable energy, we are well positioned to deliver on our growth commitments and create sustained value for our owners.”

Second Quarter 2026

Our GAAP Net Income for the second quarter of 2026 decreased to $1.42 per share from $2.67 per share in the second quarter of 2025. Adjusted (non-GAAP) Operating Earnings for the second quarter of 2026 increased to $2.55 per share from $1.91 per share in the second quarter of 2025. For the reconciliations of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings, refer to the GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation section below.

Adjusted (non-GAAP) Operating Earnings in the second quarter of 2026 primarily reflects:

The addition of Calpine and favorable market and portfolio conditions, partially offset by unfavorable nuclear outages Recent Developments and Second Quarter Highlights

Progress continues at Crane Clean Energy Center paving way for restart: FERC approved our waiver request to transfer CIRs from the dual fuel Eddystone Units 3 and 4 in Pennsylvania to the Crane Clean Energy Center. This decision clears a critical regulatory hurdle for the plant restart, we expect the transfer to expedite its ability to deliver reliable emissions-free power to the grid. Additionally, the NRC has approved a fuel license amendment request for the Crane Clean Energy Center — a major milestone moving us closer to restarting operations in 2027. Helping our customers meet their evolving energy needs: We have signed an additional 920 megawatts (MW) of long-term power purchase agreements (PPA) for clean, reliable nuclear generation with a diverse set of investment grade customers. These agreements are for 15-20 years in duration and are set to begin in 2029 through 2032. Among these PPAs, our 176 MW agreement with Walmart will enable a 30 MW capacity expansion at our Dresden Clean Energy Center in Illinois and facilitate additional investments to strengthen the local community by supporting jobs and enabling continued expansion of operations and workforce. Agreement to divest the Brazos Valley Energy Center: In August 2026, we entered into an agreement with LS Power to divest the Brazos Valley Energy Center (f/k/a Jack A. Fusco Energy Center), a 606 MW natural gas-fired plant in ERCOT for $860 million before closing adjustments, a key step in satisfying regulatory commitments related to our acquisition of Calpine earlier this year. This marks the last asset sale required by our regulatory commitments under the acquisition. Closing of the sale is subject to the receipt of approval by the DOJ, and other customary closing conditions. We expect the transaction to close by the end of this year. License renewal applications for two New York nuclear units: We have filed license renewal applications with the NRC to extend the operations of the Ginna Clean Energy Center and the Nine Mile Point Unit 1 reactor in upstate New York to 2049. If approved, the units' operating licenses would be extended 20 years, to 2049. Nine Mile Point Unit 2 is currently licensed to operate until 2046. Recognized for our culture: For the fourth year in a row we were Certified™ by Great Place to Work®. The designation is based on how our employees rate their experience working at Constellation. In a survey of about 5,000 of our employees, 83% of those who responded said it is a great place to work – about 26 points higher than the average U.S. company. Great Place to Work® is acknowledged worldwide as a global benchmark for workplace culture, employee experience and the leadership behaviors proven to deliver strong market performance, employee retention and increased innovation. For the second year in a row we were recognized as one of the Civic 50® and as the energy sector leader by Points of Light. The Civic 50® is a well-respected standard for corporate social impact, recognizing the most community-minded companies in the U.S. for how they show up through employee volunteerism, community investment and broader social impact efforts.

We were recognized as a World’s Top Disability Inclusive Business based on our performance on the Disability Index®, the leading benchmark for disability inclusion. This recognition signifies that we’re a leading performer in disability inclusion, accessibility and workplace practices. It's also a reflection of our commitment to fostering an environment where all employees can do their best work, advance their careers and feel a true sense of belonging.

Nuclear Operations: Our nuclear fleet, including our owned output from the Salem and South Texas Project (STP) Generating Stations, produced 44,160 gigawatt-hours (GWhs) in the second quarter of 2026, compared with 45,170 GWhs in the second quarter of 2025. Excluding Salem and STP, our nuclear plants at ownership achieved a 93.0% capacity factor for the second quarter of 2026, compared with 94.8% for the second quarter of 2025. There were 86 planned refueling outage days in the second quarter of 2026 and 41 in the second quarter of 2025 for sites we operate. There were 20 non-refueling outage days in the second quarter of 2026 and 22 in the second quarter of 2025 for sites we operate. Natural Gas, Oil, and Renewables Operations: As a result of our expanded fleet following the acquisition of Calpine in January 2026, we now consider Equivalent Forced Outage Factor (EFOF) to be a key operational metric beginning in 2026. EFOF represents the percentage for which a generating unit is not available due to forced outages and forced deratings in a given period. The EFOF of our natural gas, oil, and pumped-storage hydro fleet for the second quarter of 2026 is 6.2%. Renewable energy capture for our wind, solar and run-of-river hydro fleet was 96.0% in the second quarter of 2026, compared with 96.1% in the second quarter of 2025. GAAP/Adjusted (non-GAAP) Operating Earnings Reconciliation

The table below provides a reconciliation of GAAP Net Income to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Unless otherwise noted, the income tax impact of each reconciling adjustment between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part, which may result in an effective tax rate that differs from the marginal rate. The marginal statutory income tax rate was 25.5% for the three months ended June 30, 2026 and 2025. The following table provides a reconciliation between GAAP Net Income (Loss) Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings for the three months ended June 30, 2026 compared to the same period in 2025.

Three Months Ended June 30,

2026

2025

(In millions, except per share data)

Earnings

Per Share(a)

Earnings

Per Share(a)

GAAP Net Income (Loss) Attributable to Common Shareholders

$

513

$

1.42

$

839

$

2.67

Unrealized (Gain) Loss on Fair Value Adjustments (net of taxes of $116 and $37, respectively)(b)

340

0.94

(121

)

(0.38

)

Decommissioning-Related Activities (net of taxes of $298 and $208, respectively)(c)

(221

)

(0.61

)

(144

)

(0.46

)

Amortization of Acquired Commodity Contracts (net of taxes of $51 and $—, respectively)(d)

149

0.41

—

—

Calpine Merger and Integration Costs (net of taxes of $17 and $3, respectively)(e)

84

0.23

9

0.03

Plant Retirements and Divestitures (net of taxes of $— and $2, respectively)

—

—

7

0.02

Pension & OPEB Non-Service (Credits) Costs (net of taxes of $7 and $3, respectively)

20

0.06

9

0.03

Change in Legal and Environmental Liabilities (net of taxes of $12 and $—, respectively)

35

0.10

—

—

Adjusted (non-GAAP) Operating Earnings

$

920

$

2.55

$

599

$

1.91

___________________

(a)

Amounts may not sum due to rounding. Earnings per share amount is based on average diluted common shares outstanding of 360 million and 314 million for the three months ended June 30, 2026 and 2025, respectively.

(b)

Includes unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)

Reflects all gains and losses associated with NDTs, ARO accretion, ARC depreciation, ARO remeasurement, and impacts of contractual offset for Regulatory Agreement Units. The tax effects of Regulatory Agreement Units result in a 100% effective tax rate under contractual offset accounting. Additionally, the tax effects of NDT investment returns result in different effective tax rates depending on whether the underlying funds are held within qualified or non-qualified trusts.

(d)

In 2026, reflects the non-cash impacts of the amortization of certain commodity contracts recorded at fair value associated with the Calpine acquisition.

(e)

Reflects costs associated with the completion of the Calpine merger and subsequent integration of its operations. Certain of these transaction-related expenses are not tax deductible.

Webcast Information

We will discuss second quarter 2026 earnings in a conference call scheduled for today at 10:00 a.m. Eastern Time. The webcast and associated materials can be accessed at https://investors.constellationenergy.com.

About Constellation

Constellation Energy Corporation (Nasdaq: CEG), a Fortune 200 company headquartered in Baltimore, is the largest private-sector power producer in the world and the nation’s largest producer of clean and reliable energy. With 55 gigawatts of capacity from nuclear, natural gas, oil, geothermal, hydro, wind and solar facilities, our fleet has the generating capacity to power the equivalent of 27 million homes, providing about 10% of the nation’s clean energy and delivering the around-the-clock reliability needed to power America’s growing economy. We are also the largest nuclear energy company in the U.S. and a leading competitive retail supplier, serving approximately 2.5 million customer accounts nationwide, including 80% of the Fortune 100. We are committed to investing in innovation and new technologies to drive the transition to a reliable, sustainable and secure energy future. Follow Constellation on LinkedIn and X.

Non-GAAP Financial Measures

We utilize Adjusted (non-GAAP) Operating Earnings (and/or its per share equivalent) in our internal analysis, and in communications with investors and analysts, as a consistent measure for comparing our financial performance and discussing the factors and trends affecting our business. The presentation of Adjusted (non-GAAP) Operating Earnings is intended to complement and should not be considered an alternative to, nor more useful than, the presentation of GAAP Net Income (Loss).

The tables above provide a reconciliation of GAAP Net Income (Loss) to Adjusted (non-GAAP) Operating Earnings. Adjusted (non-GAAP) Operating Earnings is not a standardized financial measure and may not be comparable to other companies’ presentations of similarly titled measures.

Due to the forward-looking nature of our Adjusted (non-GAAP) Operating Earnings guidance, we are unable to reconcile this non-GAAP financial measure to GAAP Net Income (Loss) given the inherent uncertainty required in projecting gains and losses associated with the various fair value adjustments required by GAAP. These adjustments include future changes in fair value impacting the derivative instruments utilized in our current business operations, as well as the debt and equity securities held within our nuclear decommissioning trusts, which may have a material impact on our future GAAP results.

Cautionary Statements Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic, and financial performance, are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the acquisition of Calpine Corporation, the pro forma combined company and its operations, strategies and plans, enhancements to investment-grade credit profile, synergies, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow. Information adjusted for the acquisition should not be considered a forecast of future results.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The factors that could cause actual results to differ materially from the forward-looking statements made by Constellation Energy Corporation and Constellation Energy Generation, LLC, (the Registrants) include those factors discussed herein, as well as the items discussed in (1) the Registrants' 2025 Annual Report on Form 10-K in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 18 — Commitments and Contingencies; (2) the Registrants' Second Quarter 2026 Quarterly Report on Form 10-Q (to be filed on August 6, 2026) in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 15 — Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this press release. Neither Registrant undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

Constellation Energy Corporation

GAAP Consolidated Statements of Operations and

Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

(unaudited)

(in millions, except per share data)

  Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

GAAP (a)

Non-GAAP Adjustments

GAAP (a)

Non-GAAP Adjustments

Operating revenues

$

7,504

$

525

(b),(c),(d)

$

6,101

$

(87

)

(b),(c)

Operating expenses

Purchased power and fuel

4,023

(114

)

(b),(d)

3,132

77

(b)

Operating and maintenance

2,253

(214

)

(c),(e),(h)

1,617

(76

)

(c),(e)

Depreciation and amortization

443

(14

)

(c),(e)

254

(32

)

(c),(g)

Taxes other than income taxes

207

(3

)

(e)

147

—

Total operating expenses

6,926

5,150

Gain (loss) on sales of assets

2

—

—

—

Operating income (loss)

580

951

Other income and (deductions)

Interest expense, net

(283

)

16

(b),(e)

(118

)

(2

)

(b)

Other, net

603

(574

)

(b),(c),(f)

440

(418

)

(b),(c),(f)

Total other income and (deductions)

320

322

Income (loss) before income taxes

900

1,273

Income tax (benefit) expense

398

(95

)

(b),(c),(d),(e),(f),(h)

440

(237

)

(b),(c),(e),(f),(g)

Equity in losses of unconsolidated affiliates

6

—

—

—

Net income (loss)

508

833

Net income (loss) attributable to noncontrolling interests

(5

)

—

(6

)

1

(i)

Net income (loss) attributable to common shareholders

$

513

$

839

Effective tax rate

44.2

%

34.6

%

Earnings per average common share

Basic

$

1.42

$

2.67

Diluted

$

1.42

$

2.67

Average common shares outstanding

Basic

360

314

Diluted

360

314

___________________

(a)

Results reported in accordance with GAAP.

(b)

Adjustment for unrealized gains and losses on economic hedges, interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)

Adjustment for all gains and losses associated with Nuclear Decommissioning Trusts (NDT), Asset Retirement Obligation (ARO) accretion, Asset Retirement Cost (ARC) Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.

(d)

In 2026, reflects the non-cash impacts of the amortization of certain commodity contracts at fair value associated with the Calpine acquisition.

(e)

Adjustment for costs associated with the completion of the Calpine merger and subsequent integration of its operations.

(f)

Adjustment for Pension and Other Postretirement Employee Benefits (OPEB) Non-Service credits.

(g)

Adjustments related to plant retirements and divestitures.

(h)

Adjustment for changes in legal and environmental liabilities.

(i)

Adjustment for elimination of the noncontrolling interest related to certain adjustments.

Constellation Energy Corporation

GAAP Consolidated Statements of Operations and

Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

(unaudited)

(in millions, except per share data)

  Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

GAAP (a)

Non-GAAP Adjustments

GAAP (a)

Non-GAAP Adjustments

Operating revenues

$

18,626

$

(586

)

(b),(c),(d)

$

12,889

$

199

(b),(c)

Operating expenses

Purchased power and fuel

10,375

(416

)

(b),(d)

7,516

(7

)

(b)

Operating and maintenance

4,033

(145

)

(c),(e),(i)

3,162

(154

)

(c),(e),(i)

Depreciation and amortization

886

(34

)

(c),(e)

502

(69

)

(c),(g)

Taxes other than income taxes

436

(5

)

(e)

307

—

Total operating expenses

15,730

11,487

Gain (loss) on sales of assets

16

—

—

—

Operating income (loss)

2,912

1,402

Other income and (deductions)

Interest expense, net

(536

)

32

(b),(e)

(264

)

32

(b)

Other, net

649

(580

)

(b),(c),(f)

286

(231

)

(b),(c),(f)

Total other income and (deductions)

113

22

Income (loss) before income taxes

3,025

1,424

Income tax (benefit) expense

928

(327

)

(b),(c),(d),(e),(f),(h),(i)

462

(88

)

(b),(c),(e),(f),(g)

Equity in income (losses) of unconsolidated affiliates

14

—

—

—

Net income (loss)

2,111

962

Net income (loss) attributable to noncontrolling interests

8

3

(j)

5

3

(j)

Net income (loss) attributable to common shareholders

$

2,103

$

957

Effective tax rate

30.7

%

32.4

%

Earnings per average common share

Basic

$

5.89

$

3.05

Diluted

$

5.88

$

3.05

Average common shares outstanding

Basic

357

314

Diluted

357

314

___________________

(a)

Results reported in accordance with GAAP.

(b)

Adjustment for unrealized gains and losses on economic hedges interest rate swaps, and fair value adjustments related to gas imbalances and equity investments.

(c)

Adjustment for all gains and losses associated with NDTs, ARO accretion, ARC Depreciation, ARO remeasurement, and any earnings neutral impacts of contractual offset for Regulatory Agreement Units.

(d)

In 2026, reflects the non-cash impacts of the amortization of certain commodity contracts at fair value associated with the Calpine acquisition.

(e)

Adjustment for costs associated with the completion of the Calpine merger and subsequent integration of its operations.

(f)

Adjustment for Pension and OPEB Non-Service credits.

(g)

Adjustments related to plant retirements and divestitures.

(h)

Adjustment to deferred income taxes due to changes in forecasted apportionment.

(i)

Adjustment for changes in legal and environmental liabilities.

(j)

Adjustment for elimination of the noncontrolling interest related to certain adjustments.

ORLANDO, Fla.--(BUSINESS WIRE)--Marriott Vacations Worldwide Corporation (NYSE: VAC) (“MVW,” the “Company,” “we” or “our”) reported financial results for the second quarter of 2026.

Second Quarter 2026 Highlights

Contract sales increased 22% year over year to $545 million in the quarter. Net income attributable to common stockholders was $77 million compared to $69 million in the prior year and diluted earnings per share was $2.12 compared to $1.77 in the prior year. Adjusted net income attributable to common stockholders increased 9% to $84 million and adjusted diluted earnings per share increased 18% to $2.31. Adjusted EBITDA increased to $215 million compared to $203 million in the prior year. The Company raises its full-year Contract Sales, Adjusted EBITDA and Adjusted Free Cash Flow guidance. “Our second quarter results demonstrate the strong progress we have made this year, with VPG improving 23% year over year and contract sales growing 22%. This was driven by the power of our brands, our strategy, and the execution by our associates,” said Matt Avril, Chief Executive Officer. “Our raised guidance reflects our focus on driving continued contract sales growth and increasing Adjusted EBITDA. We also remain committed to delivering best-in-class hospitality experiences for our owners, members, and guests.”

In the tables that follow “*” denotes Non-GAAP Financial Measures. Please see page A-17 for additional information about our reasons for providing these alternative financial measures and limitations on their use. Additionally, in the tables below “†” denotes prior year amounts that have been reclassified to conform with our current year presentation and “NM” means not meaningful.

Vacation Ownership

Three Months Ended

Change

(In millions, except volume per guest (“VPG”) and tours)

June 30, 2026

June 30, 2025

Revenues excluding cost reimbursements

$

853

$

775

10

%

Contract sales

$

545

$

445

22

%

VPG

$

4,477

$

3,631

23

%

Tours

112,721

114,402

(1

%)

Segment financial results attributable to common stockholders†

$

219

$

197

12

%

Segment margin†

25.7%

25.4%

30 bps

Segment Adjusted EBITDA*

$

246

$

231

7

%

Segment Adjusted EBITDA margin*

28.9%

29.8%

(90 bps)

Contract sales increased 22% compared to the prior year. VPG increased 23% year over year driven by higher average transaction size from product and operational enhancements. Tours in North America increased 3% year over year. The 1% decline in reported tours was attributable to the Company’s purposeful actions to prioritize higher profitability and cash flow in the Asia‑Pacific region.

Segment Adjusted EBITDA increased primarily due to higher contract sales. Segment Adjusted EBITDA margin declined primarily due to higher marketing and sales costs and higher unsold maintenance fee expense, partially offset by lower product cost as a percentage of sale of vacation ownership products.

Exchange & Third-Party Management

(In millions, except total active Interval International members and average revenue per member)

Three Months Ended

Change

June 30, 2026

June 30, 2025

Revenues excluding cost reimbursements

$

50

$

51

(2

%)

Total active Interval International members (000's)(1)

1,475

1,507

(2

%)

Average revenue per Interval International member

$

36.83

$

37.40

(2

%)

Segment financial results attributable to common stockholders

$

17

$

16

2

%

Segment margin†

33.1%

32.0%

110 bps

Segment Adjusted EBITDA*

$

22

$

23

(7

%)

Segment Adjusted EBITDA margin*

43.3%

45.9%

(260 bps)

(1) Includes members at the end of each period.

Corporate and Other
General and administrative costs increased $1 million in the second quarter compared to the prior year due to higher variable compensation, partly offset by other operational savings.

Balance Sheet and Liquidity
The Company ended the quarter with $928 million in liquidity, including $211 million of cash and cash equivalents and $650 million of available capacity under its revolving corporate credit facility. The Company had $3.1 billion of corporate debt and $2.4 billion of non-recourse debt related to its securitized vacation ownership notes receivable at the end of the second quarter.

The Company’s net corporate leverage ratio declined to 4.0 times in the second quarter compared to 4.2 times at the end of the first quarter.

The Company also had $902 million of inventory at the end of the quarter, including $229 million classified as a component of Property and equipment.

Full Year 2026 Outlook
During the first quarter of 2026, the Company began including interest expense associated with its warehouse credit facility borrowings as a component of consumer financing interest expense. In the second quarter of 2026, interest expense on warehouse credit facility borrowings was $2 million.

The Company provides full year 2026 guidance as reflected in the chart below.

(in millions, except per share amounts)

Current
2026 Guidance

Previous
2026 Guidance

Contract sales

$2,080

to

$2,115

$1,815

to

$1,885

Adjusted EBITDA*

$805

to

$830

$755

to

$780

Adjusted net income attributable to common stockholders*

$300

to

$330

$255

to

$285

Adjusted earnings per share - diluted*

$8.25

to

$9.05

$7.05

to

$7.80

Adjusted free cash flow*

$410

to

$460

$375

to

$425

The guidance provided above excludes impacts from certain asset sales, foreign currency changes, restructuring costs, litigation charges, modernization costs, transaction and integration costs, and impairments, each of which the Company cannot forecast with sufficient accuracy to factor them into the guidance provided above and without unreasonable efforts, and which may be significant. As a result, the full year 2026 outlook is presented only on a non-GAAP basis and is not reconciled to the most comparable GAAP measures. Where one or more of the currently unavailable items is applicable, some items could be material, individually or in the aggregate, to GAAP reported results.

The Company’s 2026 guidance is based on the following supplemental estimates:

($ in millions)

Current
2026 Guidance

Previous
2026 Guidance

Interest expense, net

$178

to

$174

$184

to

$179

Depreciation and amortization

$140

to

$138

$150

to

$148

Tax rate used to calculate adjusted net income attributable to common stockholders

31%

to

29%

31%

to

29%

Non-GAAP Financial Information
Non-GAAP Financial Measures are reconciled and adjustments are shown and described in further detail in the Financial Schedules that follow. Please see page A-17 for additional information about our reasons for providing these alternative financial measures and limitations on their use. In addition to the foregoing Non-GAAP Financial Measures, we present certain key metrics as performance measures which are further described in our most recent Annual Report on Form 10-K, and which may be updated in our periodic filings with the U.S. Securities and Exchange Commission.

Second Quarter 2026 Financial Results Conference Call
The Company will hold a conference call on August 6, 2026, at 8:30 a.m. ET to discuss these financial results and provide an update on business conditions. Participants may access the call by dialing (888) 396-8049 or (201) 689-8341 for international callers. A live webcast of the call will also be available in the Investor Relations section of the Company's website at ir.mvwc.com. An audio replay of the conference call will be available for 30 days on the Company’s website.

About Marriott Vacations Worldwide Corporation
Marriott Vacations Worldwide Corporation is a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products, and services. The Company has 120 vacation ownership resorts and approximately 700,000 owner families in a diverse portfolio that includes some of the most iconic vacation ownership brands. The Company also operates an exchange network and membership programs comprised of more than 3,200 affiliated resorts in over 90 countries and territories, and provides management services to other resorts and lodging properties. As a leader and innovator in the vacation industry, the Company upholds the highest standards of excellence in serving its customers, investors and associates while maintaining exclusive, long-term relationships with Marriott International, Inc. and an affiliate of Hyatt Hotels Corporation for the development, sales and marketing of vacation ownership products and services. For more information, please visit www.marriottvacationsworldwide.com.

The Company routinely posts important information, including news releases, announcements and other statements about its business and results of operations, that may be deemed material to investors on the Investor Relations section of the Company’s website, www.marriottvacationsworldwide.com. The Company uses its website as a means of disclosing material, nonpublic information and for complying with the Company’s disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of the Company’s website in addition to following the Company’s press releases, filings with the SEC, public conference calls and webcasts.

Note on forward-looking statements
This press release and accompanying schedules contain “forward-looking statements” within the meaning of federal securities laws, including statements about expectations, plans, objectives, outlook and prospects for future performance and growth; expected asset dispositions; and its full year 2026 outlook and guidance for contract sales, results of operations and cash flows.

Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions. The Company cautions you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade or travel; future health crises and related governmental responses and their potential adverse effects; variations in demand for vacation ownership and exchange products and services; failure of vendors and other third parties to timely comply with their contractual obligations; worker absenteeism; our ability to attract and retain our global workforce; price inflation; difficulties associated with implementing new or maintaining existing technologies; the ability to integrate artificial intelligence (“AI”) technologies successfully while managing and mitigating related operational, legal, intellectual property, data security and reputational risks; changes in privacy and other laws and regulations affecting our business; instability, disruptions, or distress in the banking system or financial institutions; impacts of severe weather events, climate conditions or natural or man-made disasters; delinquency and default rates in our financing business; global supply chain disruptions; volatility in the international and national economies and credit markets; the impacts of ongoing global conflicts and related sanctions or geopolitical measures; competitive conditions; the availability of capital to finance growth; the impact of changes in interest rates; the effects of steps we have taken and may continue to take to reduce operating costs and accelerate growth and profitability; political or social strife; and other matters referred to under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission.

All forward-looking statements in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.

Financial Schedules Follow

MARRIOTT VACATIONS WORLDWIDE CORPORATION
FINANCIAL SCHEDULES
QUARTER 2, 2026

TABLE OF CONTENTS

Summary Financial Information and Adjusted EBITDA by Segment

A-1

Interim Consolidated Statements of Income

A-2

Adjusted Net Income Attributable to Common Stockholders

Adjusted Earnings Per Share - Diluted

A-3

Adjusted EBITDA

A-4

Segment Adjusted EBITDA

Vacation Ownership

 A-5

Exchange & Third-Party Management

  Contract Sales to Development Profit

A-6

Supplemental Information

A-7

to

A-10

Interim Consolidated Balance Sheets

A-11

Interim Consolidated Statements of Cash Flows

A-12

Free Cash Flow and Adjusted Free Cash Flow

A-14

2026 Outlook - Adjusted Free Cash Flow

A-15

Quarterly Operating Metrics

A-16

Non-GAAP Financial Measures

A-17

A-1

MARRIOTT VACATIONS WORLDWIDE CORPORATION

SUMMARY FINANCIAL INFORMATION

(In millions, except per share amounts)

(Unaudited)

Three Months Ended

Change %

Six Months Ended

Change %

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP Measures

Revenues

$

1,320

$

1,246

6%

$

2,577

$

2,446

5%

Revenues excluding cost reimbursements

$

920

$

839

10%

$

1,747

$

1,666

5%

Income before income taxes and noncontrolling interests

$

114

$

94

21%

$

159

$

196

(19%)

Net income attributable to common stockholders

$

77

$

69

11%

$

99

$

125

(21%)

Diluted shares

38.2

41.7

(8%)

38.0

41.9

(9%)

Earnings per share - diluted

$

2.12

$

1.77

20%

$

2.82

$

3.23

(13%)

Non-GAAP Measures*

Adjusted EBITDA

$

215

$

203

6%

$

376

$

395

(5%)

Adjusted pretax income

$

126

$

110

14%

$

198

$

216

(9%)

Adjusted net income attributable to common stockholders

$

84

$

77

9%

$

127

$

142

(10%)

Adjusted earnings per share - diluted

$

2.31

$

1.96

18%

$

3.56

$

3.62

(2%)

* Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

A-2

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

REVENUES

Sale of vacation ownership products

$

430

$

370

$

773

$

725

Management and exchange

225

219

441

434

Rental

173

160

349

329

Financing

92

90

184

178

Cost reimbursements

400

407

830

780

TOTAL REVENUES

1,320

1,246

2,577

2,446

EXPENSES

Cost of vacation ownership products

43

41

89

83

Marketing and sales

281

237

523

471

Management and exchange

121

121

241

238

Rental

140

125

280

248

Financing

42

37

83

73

Royalty fee

29

28

57

56

General and administrative

62

61

126

122

Depreciation and amortization

32

38

66

76

Litigation charges

(1

)

5

1

12

Modernization†

10

34

26

44

Restructuring†

—

—

6

—

Impairment†

—

—

—

2

Cost reimbursements

400

407

830

780

TOTAL EXPENSES

1,159

1,134

2,328

2,205

(Losses) gains and other (expense) income, net

(4

)

24

(2

)

37

Interest expense, net

(43

)

(42

)

(87

)

(82

)

Other

—

—

(1

)

—

INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

114

94

159

196

Provision for income taxes

(37

)

(25

)

(60

)

(70

)

NET INCOME

77

69

99

126

Net income attributable to noncontrolling interests

—

—

—

(1

)

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

77

$

69

$

99

$

125

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic shares

34.8

34.9

34.7

35.0

Basic

$

2.21

$

1.98

$

2.86

$

3.59

Diluted shares

38.2

41.7

38.0

41.9

Diluted

$

2.12

$

1.77

$

2.82

$

3.23

† Prior year amounts have been reclassified to conform with our current year presentation. Please see “Non-GAAP Financial Measures” for additional information.

A-3

MARRIOTT VACATIONS WORLDWIDE CORPORATION

ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS AND

ADJUSTED EARNINGS PER SHARE - DILUTED

(In millions, except per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income attributable to common stockholders

$

77

$

69

$

99

$

125

Provision for income taxes

37

25

60

70

Income before income taxes attributable to common stockholders

114

94

159

195

Certain items:

Loss (gain) on disposition of hotel, land, and other

1

—

(2

)

—

Foreign currency

2

(18

)

5

(21

)

Insurance proceeds

—

(1

)

—

(8

)

Change in indemnification asset

2

(3

)

5

(3

)

Change in estimates relating to pre-acquisition contingencies

—

—

(4

)

(2

)

Other

(1

)

(2

)

(2

)

(3

)

Losses (gains) and other expense (income), net

4

(24

)

2

(37

)

Litigation charges

(1

)

5

1

12

Modernization†

10

34

26

44

Restructuring†

—

—

6

—

Impairment†

—

—

—

2

Other

(1

)

1

4

—

Adjusted pretax income*

126

110

198

216

Provision for income taxes

(42

)

(33

)

(71

)

(74

)

Adjusted net income attributable to common stockholders*

$

84

$

77

$

127

$

142

Diluted shares

38.2

41.7

38.0

41.9

Adjusted earnings per share - Diluted*

$

2.31

$

1.96

$

3.56

$

3.62

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

† Prior year amounts have been reclassified to conform with our current year presentation. Please see “Non-GAAP Financial Measures” for additional information.

A-4

MARRIOTT VACATIONS WORLDWIDE CORPORATION

ADJUSTED EBITDA

(In millions)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income attributable to common stockholders

$

77

$

69

$

99

$

125

Interest expense, net

43

42

87

82

Provision for income taxes

37

25

60

70

Depreciation and amortization

32

38

66

76

Share-based compensation

12

12

22

19

Amortization of cloud computing software implementation costs

2

1

3

2

Certain items:

Loss (gain) on disposition of hotel, land, and other

1

—

(2

)

—

Foreign currency

2

(18

)

5

(21

)

Insurance proceeds

—

(1

)

—

(8

)

Change in indemnification asset

2

(3

)

5

(3

)

Change in estimates relating to pre-acquisition contingencies

—

—

(4

)

(2

)

Other

(1

)

(2

)

(2

)

(3

)

Losses (gains) and other expense (income), net

4

(24

)

2

(37

)

Litigation charges

(1

)

5

1

12

Modernization†

10

34

26

44

Restructuring†

—

—

6

—

Impairment†

—

—

—

2

Other

(1

)

1

4

—

Adjusted EBITDA*

$

215

$

203

$

376

$

395

Adjusted EBITDA Margin*

23.4%

24.3%

21.5%

23.7%

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

  † Prior year amounts have been reclassified to conform with our current year presentation. Please see “Non-GAAP Financial Measures” for additional information.

A-5

MARRIOTT VACATIONS WORLDWIDE CORPORATION

(In millions)

(Unaudited)

VACATION OWNERSHIP SEGMENT ADJUSTED EBITDA

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Segment financial results attributable to common stockholders†

$

219

$

197

$

386

$

395

Depreciation and amortization

22

28

46

54

Share-based compensation

2

3

4

4

Amortization of cloud computing software implementation costs

2

1

3

2

Certain items:

Loss (gain) on disposition of hotel, land, and other

1

—

(2

)

—

Insurance proceeds

—

—

—

(7

)

Change in estimates relating to pre-acquisition contingencies

—

—

(4

)

(2

)

Other

—

(1

)

—

(1

)

Losses (gains) and other expense (income), net

1

(1

)

(6

)

(10

)

Litigation charges

—

3

1

7

Segment Adjusted EBITDA*

$

246

$

231

$

434

$

452

Segment Adjusted EBITDA Margin*

28.9%

29.8%

27.0%

29.5%

EXCHANGE & THIRD-PARTY MANAGEMENT SEGMENT ADJUSTED EBITDA

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Segment financial results attributable to common stockholders

$

17

$

16

$

36

$

34

Depreciation and amortization

5

7

10

14

Share-based compensation

—

—

1

1

Certain items:

Impairment†

—

—

—

2

Other

—

—

(1

)

—

Segment Adjusted EBITDA*

$

22

$

23

$

46

$

51

Segment Adjusted EBITDA Margin*

43.3%

45.9%

44.1%

47.5%

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

  † Prior year amounts have been reclassified to conform with our current year presentation. Please see “Non-GAAP Financial Measures” for additional information.

A-6

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONTRACT SALES TO DEVELOPMENT PROFIT

(In millions)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Contract sales

$

545

$

445

$

956

$

865

Less resales contract sales

(10

)

(7

)

(16

)

(16

)

Contract sales, net of resales

535

438

940

849

Plus:

Settlement revenue

12

11

22

20

Resales revenue

4

5

6

9

Revenue recognition adjustments:

Reportability

(20

)

2

(22

)

7

Sales reserve

(72

)

(58

)

(122

)

(108

)

Other(1)

(29

)

(28

)

(51

)

(52

)

Sale of vacation ownership products

430

370

773

725

Less:

Cost of vacation ownership products

(43

)

(41

)

(89

)

(83

)

Marketing and sales

(281

)

(237

)

(523

)

(471

)

Development Profit

$

106

$

92

161

171

Development Profit Margin

24.6%

24.7%

20.8%

23.5%

  (1) Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue.

A-7

MARRIOTT VACATIONS WORLDWIDE CORPORATION

SUPPLEMENTAL INFORMATION

(In millions and Unaudited)

Three Months Ended

June 30, 2026

June 30, 2025

Change

DEVELOPMENT PROFIT

Sale of vacation ownership products revenue

$

430

$

370

16%

Cost of vacation ownership products expense

(43

)

(41

)

(2%)

Marketing and sales expense

(281

)

(237

)

(19%)

Development Profit

106

92

16%

Development Profit Margin

24.6%

24.7%

(10 bps)

MANAGEMENT AND EXCHANGE PROFIT

Vacation Ownership Segment

166

165

1%

Exchange & Third-Party Management Segment

42

41

2%

Corporate and Other(1)

17

13

31%

Management and Exchange Revenue

225

219

3%

Vacation Ownership Segment

(73

)

(76

)

3%

Exchange & Third-Party Management Segment

(28

)

(29

)

1%

Corporate and Other(1)

(20

)

(16

)

(21%)

Management and Exchange Expense

(121

)

(121

)

(1%)

Management and Exchange Profit

104

98

6%

Management and Exchange Profit Margin

46.1%

44.9%

120 bps

RENTAL PROFIT

Vacation Ownership Segment

165

150

9%

Exchange & Third-Party Management Segment

8

10

(16%)

Corporate and Other(1)

—

—

NM

Rental Revenue

173

160

7%

Vacation Ownership Segment

(143

)

(129

)

(11%)

Exchange & Third-Party Management Segment

—

—

NM

Corporate and Other(1)

3

4

(19%)

Rental Expense

(140

)

(125

)

(11%)

Rental Profit

33

35

(7%)

Rental Profit Margin

19.4%

22.3%

(290 bps)

FINANCING PROFIT

Financing Revenue

92

90

3%

Financing Expense

(42

)

(37

)

(14%)

Financing Profit

50

53

(5%)

Financing Profit Margin

54.3%

58.8%

(450 bps)

OTHER

General and administrative

(62

)

(61

)

(3%)

Royalty fee

(29

)

(28

)

—%

Other(2)

13

14

(14%)

ADJUSTED EBITDA*

$

215

$

203

6%

Adjusted EBITDA Margin

23.4%

24.3%

(90 bps)

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the Financial Accounting Standards Board Accounting Standard Codification Topic 810, “Consolidation,” and represents the portion attributable to individual or third-party vacation ownership interest owners.

(2) Includes share-based compensation, amortization of cloud computing software implementation costs, net income or loss attributable to noncontrolling interests, and other.

NM = Not meaningful

A-8

MARRIOTT VACATIONS WORLDWIDE CORPORATION

SUPPLEMENTAL INFORMATION

(In millions and Unaudited)

Six Months Ended

June 30, 2026

June 30, 2025

Change

DEVELOPMENT PROFIT

Sale of vacation ownership products revenue

$

773

$

725

7%

Cost of vacation ownership products expense

(89

)

(83

)

(6%)

Marketing and sales expense

(523

)

(471

)

(11%)

Development Profit

161

171

(5%)

Development Profit Margin

20.8%

23.5%

(270 bps)

MANAGEMENT AND EXCHANGE PROFIT

Vacation Ownership Segment

322

320

1%

Exchange & Third-Party Management Segment

86

87

(2%)

Corporate and Other(1)

33

27

20%

Management and Exchange Revenue

441

434

1%

Vacation Ownership Segment

(145

)

(148

)

2%

Exchange & Third-Party Management Segment

(58

)

(58

)

—%

Corporate and Other(1)

(38

)

(32

)

(18%)

Management and Exchange Expense

(241

)

(238

)

(1%)

Management and Exchange Profit

200

196

2%

Management and Exchange Profit Margin

45.4%

45.3%

10 bps

RENTAL PROFIT

Vacation Ownership Segment

332

309

7%

Exchange & Third-Party Management Segment

17

20

(14%)

Corporate and Other(1)

—

—

NM

Rental Revenue

349

329

6%

Vacation Ownership Segment

(286

)

(255

)

(12%)

Exchange & Third-Party Management Segment

—

—

NM

Corporate and Other(1)

6

7

(14%)

Rental Expense

(280

)

(248

)

(13%)

Rental Profit

69

81

(15%)

Rental Profit Margin

19.8%

24.7%

(490 bps)

FINANCING PROFIT

Financing Revenue

184

178

4%

Financing Expense

(83

)

(73

)

(14%)

Financing Profit

101

105

(3%)

Financing Profit Margin

55.0%

59.0%

(400 bps)

OTHER

General and administrative

(126

)

(122

)

(4%)

Royalty fee

(57

)

(56

)

(1%)

Other(2)

28

20

37%

ADJUSTED EBITDA*

$

376

$

395

(5%)

Adjusted EBITDA Margin

21.5%

23.7%

(220 bps)

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the Financial Accounting Standards Board Accounting Standard Codification Topic 810, “Consolidation,” and represents the portion attributable to individual or third-party vacation ownership interest owners.

(2) Includes share-based compensation, amortization of cloud computing software implementation costs, net income or loss attributable to noncontrolling interests, and other.

NM = Not meaningful

A-9

MARRIOTT VACATIONS WORLDWIDE CORPORATION

SUPPLEMENTAL INFORMATION - MANAGEMENT AND EXCHANGE REVENUE

(In millions and Unaudited)

Three Months Ended

June 30, 2026

June 30, 2025

Change

ANCILLARY REVENUE

Vacation Ownership Segment

$

74

$

75

(2%)

Exchange & Third-Party Management Segment

1

1

16%

Corporate and Other(1)

—

—

NM

Ancillary Revenue

75

76

(1%)

MANAGEMENT FEE REVENUE

Vacation Ownership Segment

56

55

1%

Exchange & Third-Party Management Segment

2

1

84%

Corporate and Other(1)

—

—

NM

Management Fee Revenue

58

56

3%

EXCHANGE AND OTHER SERVICES REVENUE

Vacation Ownership Segment

36

35

5%

Exchange & Third-Party Management Segment

39

39

(1%)

Corporate and Other(1)

17

13

29%

Exchange and Other Services Revenue

92

87

6%

TOTAL MANAGEMENT AND EXCHANGE REVENUE

$

225

$

219

3%

  (1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the Financial Accounting Standards Board Accounting Standard Codification Topic 810, “Consolidation,” and represents the portion attributable to individual or third-party vacation ownership interest owners.

A-10

MARRIOTT VACATIONS WORLDWIDE CORPORATION

SUPPLEMENTAL INFORMATION - MANAGEMENT AND EXCHANGE REVENUE

(In millions and Unaudited)

Six Months Ended

June 30, 2026

June 30, 2025

Change

ANCILLARY REVENUE

Vacation Ownership Segment

$

139

$

140

(1%)

Exchange & Third-Party Management Segment

2

2

8%

Corporate and Other(1)

—

—

NM

Ancillary Revenue

141

142

(1%)

MANAGEMENT FEE REVENUE

Vacation Ownership Segment

112

110

1%

Exchange & Third-Party Management Segment

4

4

(9%)

Corporate and Other(1)

(1

)

(1

)

(1%)

Management Fee Revenue

115

113

1%

EXCHANGE AND OTHER SERVICES REVENUE

Vacation Ownership Segment

71

70

3%

Exchange & Third-Party Management Segment

80

81

(2%)

Corporate and Other(1)

34

28

19%

Exchange and Other Services Revenue

185

179

4%

TOTAL MANAGEMENT AND EXCHANGE REVENUE

$

441

$

434

1%

  (1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the Financial Accounting Standards Board Accounting Standard Codification Topic 810, “Consolidation,” and represents the portion attributable to individual or third-party vacation ownership interest owners.

A-11

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

Unaudited
June 30, 2026

December 31,
2025

ASSETS

Cash and cash equivalents

$

211

$

406

Restricted cash (including $87 and $81 from VIEs, respectively)

302

327

Accounts and contracts receivable, net (including $17 and $15 from VIEs, respectively)

428

428

Vacation ownership notes receivable, net (including $2,082 and $1,900 from VIEs, respectively)

2,587

2,565

Inventory

673

692

Property and equipment, net(1)

940

950

Goodwill

2,958

2,958

Intangibles, net

681

711

Other (including $188 and $168 from VIEs, respectively)

699

720

TOTAL ASSETS

$

9,479

$

9,757

LIABILITIES AND EQUITY

Accounts payable

$

227

$

358

Advance deposits

166

163

Accrued liabilities (including $4 and $4 from VIEs, respectively)

372

376

Deferred revenue and other

416

371

Payroll and benefits liability

215

218

Deferred compensation liability

240

225

Securitized debt, net (including $2,381 and $2,173 from VIEs, respectively)

2,353

2,146

Debt, net

3,100

3,534

Other

119

142

Deferred taxes

214

231

TOTAL LIABILITIES

7,422

7,764

Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding

—

—

Common stock — $0.01 par value; 100,000,000 shares authorized; 75,919,908 and 75,891,531 shares issued, respectively

1

1

Treasury stock — at cost; 41,525,622 and 41,767,498 shares, respectively

(2,413

)

(2,427

)

Additional paid-in capital

4,001

3,996

Accumulated other comprehensive loss

(10

)

(11

)

Retained earnings

478

434

TOTAL MVW STOCKHOLDERS' EQUITY

2,057

1,993

Noncontrolling interests

—

—

TOTAL EQUITY

2,057

1,993

TOTAL LIABILITIES AND EQUITY

$

9,479

$

9,757

The abbreviation VIEs above means Variable Interest Entities.

  (1) Includes $229 million and $224 million at June 30, 2026, and December 31, 2025, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

A-12

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions and unaudited)

Three Months Ended

June 30, 2026

June 30, 2025

OPERATING ACTIVITIES

Net income

$

99

$

126

Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by (used in) operating activities:

Depreciation and amortization of intangibles

66

76

Amortization of debt discount and issuance costs

11

12

Vacation ownership notes and contracts receivable reserve

122

108

Share-based compensation

22

19

Impairment

—

2

Foreign currency remeasurement loss (gain)

5

(21

)

Deferred income taxes

(16

)

(4

)

Net change in assets and liabilities:

Accounts and contracts receivable

(3

)

8

Vacation ownership notes receivable originations

(512

)

(488

)

Vacation ownership notes receivable collections

371

341

Inventory

16

(1

)

Other assets

(17

)

(49

)

Accounts payable, advance deposits and accrued liabilities

(102

)

(108

)

Deferred revenue and other

46

42

Payroll and benefit liabilities

(3

)

(46

)

Deferred compensation liability

(5

)

(1

)

Other liabilities

(20

)

(7

)

Purchase and development of property for future transfer to inventory

—

(49

)

Other, net

(4

)

—

Net cash, cash equivalents and restricted cash provided by (used in) operating activities

76

(40

)

INVESTING ACTIVITIES

Proceeds from disposition of entity

50

—

Capital expenditures for property and equipment (excluding inventory)

(22

)

(34

)

Purchase of company owned life insurance

—

(10

)

Other dispositions, net

—

1

Net cash, cash equivalents and restricted cash provided by (used in) investing activities

28

(43

)

A-13

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In millions and unaudited)

Six Months Ended

June 30, 2026

June 30, 2025

FINANCING ACTIVITIES

Borrowings from securitization transactions

982

814

Repayment of debt related to securitization transactions

(774

)

(761

)

Proceeds from debt

1,410

805

Repayments of debt

(1,844

)

(699

)

Finance lease payment

(3

)

(3

)

Payment of debt and securitized debt issuance costs

(6

)

(12

)

Repurchase of common stock

—

(36

)

Payment of dividends

(82

)

(83

)

Payment of withholding taxes on vesting of restricted stock units

(6

)

(6

)

Net cash, cash equivalents and restricted cash (used in) provided by financing activities

(323

)

19

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

(1

)

4

Change in cash, cash equivalents and restricted cash

(220

)

(60

)

Cash, cash equivalents and restricted cash, beginning of period

733

528

Cash, cash equivalents and restricted cash, end of period

$

513

$

468

A-14

MARRIOTT VACATIONS WORLDWIDE CORPORATION

FREE CASH FLOW AND ADJUSTED FREE CASH FLOW

(In millions and unaudited)

Six Months Ended

CASH FLOW

June 30, 2026

June 30, 2025

Cash, cash equivalents, and restricted cash provided by (used in) operating activities

$

76

$

(40

)

Capital expenditures for property and equipment (excluding inventory)

(22

)

(34

)

Borrowings from securitizations, net of repayments

208

53

Securitized debt issuance costs

(6

)

(7

)

Free cash flow*

256

(28

)

Adjustments:

Proceeds from Cancun disposition

50

—

Net change in borrowings available from the securitization of eligible vacation ownership notes receivable(1)

(160

)

(48

)

Other(2)

55

98

Adjusted free cash flow*

$

201

$

22

  * Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use.

(1) Represents the net change in borrowings available from the securitization of eligible vacation ownership notes receivable compared to the prior year end.

(2) Includes the after-tax impact of Modernization costs, restructuring costs, and other, as well as the changes in restricted cash.

A-15

MARRIOTT VACATIONS WORLDWIDE CORPORATION

2026 ADJUSTED FREE CASH FLOW OUTLOOK

(In millions)

Current
Fiscal Year 2026 Guidance

Previous
Fiscal Year 2026 Guidance

Low

High

Low

High

Adjusted EBITDA*

$

805

$

830

$

755

$

780

Cash interest

(170

)

(165

)

(170

)

(165

)

Cash taxes

(150

)

(160

)

(115

)

(120

)

Corporate capital expenditures

(60

)

(70

)

(65

)

(80

)

Inventory

20

30

—

15

Financing activity and other

(35

)

(5

)

(30

)

(5

)

Adjusted free cash flow*

$

410

$

460

$

375

$

425

  The guidance provided above excludes impacts from certain asset sales, foreign currency changes, restructuring costs, litigation charges, modernization costs, transaction and integration costs, and impairments, each of which the Company cannot forecast with sufficient accuracy to factor them into the guidance provided above and without unreasonable efforts, and which may be significant. As a result, the full year 2026 adjusted free cash flow outlook is presented only on a non-GAAP basis and is not reconciled to the most comparable GAAP measures. Where one or more of the currently unavailable items is applicable, some items could be material, individually or in the aggregate, to GAAP reported results.

* Denotes non-GAAP financial measures. Please see “Non-GAAP Financial Measures” for additional information about our reasons for providing these alternative financial measures and limitations on their use. A-16

MARRIOTT VACATIONS WORLDWIDE CORPORATION

QUARTERLY OPERATING METRICS

(Contract sales in millions)

Year

Quarter Ended

Full Year

March 31

June 30

September 30

December 31

Vacation Ownership

Contract sales

2026

$

411

$

545

2025

$

420

$

445

$

439

$

458

$

1,762

2024

$

428

$

449

$

459

$

477

$

1,813

VPG

2026

$

4,016

$

4,477

2025

$

3,979

$

3,631

$

3,700

$

3,894

$

3,794

2024

$

4,129

$

3,741

$

3,888

$

3,916

$

3,911

Tours

2026

95,250

112,721

2025

97,998

114,402

109,609

109,965

431,974

2024

96,579

111,752

110,557

113,828

432,716

Exchange & Third-Party Management

Total active Interval International members(1)

2026

1,507,043

1,474,816

2025

1,537,561

1,507,051

1,499,208

1,507,345

1,507,345

2024

1,565,558

1,530,490

1,544,835

1,545,638

1,545,638

Average revenue per Interval International member

2026

$

39.13

$

36.83

2025

$

39.94

$

37.40

$

37.91

$

35.30

$

150.51

2024

$

41.74

$

38.30

$

38.93

$

35.36

$

154.34

  (1) Includes members at the end of each period.

MARRIOTT VACATIONS WORLDWIDE CORPORATION
NON-GAAP FINANCIAL MEASURES

In our press release and schedules, and on the related conference call, we report certain financial measures that are not prescribed by GAAP. We discuss our reasons for reporting these non-GAAP financial measures below, and the financial schedules included herein reconcile the most directly comparable GAAP financial measure to each non-GAAP financial measure that we report (identified by an asterisk (“*”) on the preceding pages). Although we evaluate and present these non-GAAP financial measures for the reasons described below, please be aware that these non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for revenues, net income or loss attributable to common stockholders, earnings or loss per share or any other comparable operating measure prescribed by GAAP. In addition, other companies in our industry may calculate these non-GAAP financial measures differently than we do or may not calculate them at all, limiting their usefulness as comparative measures.

Reclassifications
Beginning in the third quarter of 2025, we began separately presenting Modernization expense in our Income Statements. As a result, prior year amounts for the three and six months ended June 30, 2025, were reclassified from Restructuring expense to conform with our current year presentation. Additionally, for the six months ended June 30, 2025, we reclassified $2 million related to the impairment of an operating lease and related assets from Restructuring expense to Impairment expense to conform with our current year presentation.

Certain Items Excluded from Non-GAAP Financial Measures
We evaluate non-GAAP financial measures, including those identified by an asterisk (“*”) on the preceding pages, that exclude certain items as further described in the financial schedules included herein, and believe these measures provide useful information to investors because these non-GAAP financial measures allow for period-over-period comparisons of our ongoing core operations before the impact of these items. These non-GAAP financial measures also facilitate the comparison of results from our ongoing core operations before these items with results from other companies.

Adjusted Development Profit and Adjusted Development Profit Margin
We evaluate Adjusted development profit (Adjusted sale of vacation ownership products, net of expenses) and Adjusted development profit margin as indicators of operating performance. Adjusted development profit margin is calculated by dividing Adjusted development profit by revenues from the Sale of vacation ownership products. Adjusted development profit and Adjusted development profit margin adjust Sale of vacation ownership products revenues for the impact of revenue reportability, include corresponding adjustments to Cost of vacation ownership products associated with the change in revenues from the Sale of vacation ownership products, and may include adjustments for certain items as necessary. We evaluate Adjusted development profit and Adjusted development profit margin and believe they provide useful information to investors because they allow for period-over-period comparisons of our ongoing core operations before the impact of revenue reportability and certain items to our Development profit and Development profit margin.

Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA
EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income or loss attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense), income taxes, depreciation and amortization. Adjusted EBITDA reflects additional adjustments for certain items and excludes share-based compensation expense and amortization of cloud computing software implementation costs. Share-based compensation expense is excluded to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. Amortization of cloud computing software implementation costs, which are not included in depreciation and amortization expense, are excluded from Adjusted EBITDA for comparability purposes to address the considerable variability among companies in the utilization of productive assets.

For purposes of our EBITDA and Adjusted EBITDA calculations, we do not adjust for consumer financing interest expense because we consider it to be an operating expense of our business. We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures, expand our business, and return cash to stockholders.

We also use Adjusted EBITDA, as do analysts, lenders, investors and others, because this measure excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Adjusted EBITDA also excludes depreciation and amortization, as well as amortization of cloud computing software implementation costs because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating or amortizing productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We believe Adjusted EBITDA is useful as an indicator of operating performance because it allows for period-over-period comparisons of our ongoing core operations before the impact of the excluded items. Adjusted EBITDA also facilitates comparison by us, analysts, investors, and others, of results from our ongoing core operations before the impact of these items with results from other companies.

Commencing in the first quarter of 2026, interest expense associated with our Warehouse Credit Facility is included as a component of Consumer financing interest expense within Financing expense. For the three and six months ended June 30, 2025, interest expense associated with our Warehouse Credit Facility is included as a component of Interest expense, net. Interest expense on our Warehouse Credit Facility was $2 million and $5 million for the three and six months ended June 30, 2026, respectively, and $3 million and $7 million for the three and six months ended June 30, 2025, respectively.

Adjusted EBITDA Margin and Segment Adjusted EBITDA Margin
We evaluate Adjusted EBITDA margin and Segment Adjusted EBITDA margin as indicators of operating profitability. Adjusted EBITDA margin represents Adjusted EBITDA divided by the Company’s total revenues less cost reimbursement revenues. Segment Adjusted EBITDA margin represents Segment Adjusted EBITDA divided by the applicable segment’s total revenues less cost reimbursement revenues. We evaluate Adjusted EBITDA margin and Segment Adjusted EBITDA margin and believe it provides useful information to investors because it allows for period-over-period comparisons of our ongoing core operations before the impact of excluded items.

Adjusted Pretax Income, Adjusted Net Income Attributable to Common Stockholders, and Adjusted Earnings per Share - Diluted
We evaluate Adjusted pretax income, Adjusted net income attributable to common stockholders, and Adjusted earnings per share - diluted as indicators of operating performance. Adjusted pretax income is calculated as Adjusted EBITDA less depreciation and amortization, interest expense, net of interest income, share-based compensation expense and amortization of cloud computing software implementation costs. Adjusted net income attributable to common stockholders is calculated as Adjusted pretax income less provision for income tax adjusted for certain items and Adjusted earnings per share - diluted equals adjusted net income attributable to common stockholders divided by diluted shares. We evaluate these measures because we believe they provide useful information to investors because they allow for period-over-period comparisons of our ongoing core operations before the impact of certain non-recurring items such as impacts from asset sales, foreign currency changes, restructuring costs, litigation charges, modernization costs, transaction and integration costs, and impairments, and also facilitate the comparison of results from our ongoing core operations before these items with results from other companies.

Free Cash Flow and Adjusted Free Cash Flow
We evaluate Free Cash Flow and Adjusted Free Cash Flow as liquidity measures that provide useful information to management and investors about the amount of cash provided by operating activities after capital expenditures for property and equipment and the borrowing and repayment activity related to our term securitizations, which cash can be used for, among other purposes, strategic opportunities, including acquisitions and strengthening the balance sheet. Adjusted Free Cash Flow, which reflects additional adjustments to Free Cash Flow for the impact of transaction, integration, restructuring, and modernization costs, litigation charges, insurance proceeds, impact of borrowings available from the securitization of eligible vacation ownership notes receivable, and changes in restricted cash and other items, allows for period-over-period comparisons of the cash generated by our business before the impact of these items. Analysis of Free Cash Flow and Adjusted Free Cash Flow also facilitates management’s comparison of our results with our competitors’ results.

Net Corporate Leverage
Net corporate leverage ratio represents gross corporate debt, less cash and cash equivalents, divided by Adjusted EBITDA realized over the last twelve months. The Company's corporate debt is composed of its corporate credit facility, senior unsecured notes, convertible notes, and finance leases. Management uses this measure to evaluate balance sheet strength, financial flexibility, and progress toward its leverage objectives. We believe net corporate leverage is an important measure of financial strength because it provides insight into our ability to invest in growth and return capital to shareholders.

BOCA RATON, Fla.--(BUSINESS WIRE)--Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings” or “the Company”) today reported second quarter 2026 financial results.

Summary of Second Quarter 2026 Financial Results

Summary Financials

2Q 2026

2Q 2025

Change

1H 2026

1H 2025

Change

(Millions except for percentages and EPS)

Revenue

$817.9

$739.3

11%

$1,600.5

$1,068.5

50%

North America

$790.7

$714.5

11%

$1,538.0

$1,021.0

51%

International

$27.2

$24.8

10%

$62.5

$47.5

32%

Gross Margin

48.1%

51.5%

-340 BPS

48.2%

51.8%

-356 BPS

Net Income

$55.3

$99.9

(45)%

$165.4

$144.3

15%

Net Income att. to Common Shareholders

$36.4

$85.7

(57)%

$121.4

$119.9

1%

Diluted EPS

$0.14

$0.33

(58)%

$0.47

$0.48

(2)%

Adjusted Diluted EPS*

$0.36

$0.47

(23)%

$0.77

$0.65

19%

Adjusted EBITDA*

$184.2

$210.3

(12)%

$379.6

$280.0

36%

  *The company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), but management believes that disclosure of Adjusted EBITDA and Adjusted Diluted EPS, which are non-GAAP financial measures that management uses to assess our performance, may provide users with additional insights into operating performance. Please see “Use of Non-GAAP Measures” and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, both of which can be found below.

John Fieldly, Chairman and CEO of Celsius Holdings, said: “During the second quarter of 2026, we made meaningful progress in advancing Celsius Holdings as a scaled portfolio of leading brands. We delivered a double-digit increase in second quarter revenue, completed the Rockstar integration, and maintained gross margin near first-quarter levels despite a challenging commodity environment. With CELSIUS, Alani Nu, and Rockstar Energy, we're building a scaled Modern Energy portfolio with distinct roles, attracting new consumers and expanding consumption occasions. As it relates to our optimization project, we remain focused on improving assortment productivity and strengthening execution to return brand CELSIUS to sustainable growth. We are confident the actions we are taking will strengthen the brand, and with a broader, more diversified portfolio, we believe we are well positioned to drive durable, long-term growth. With two billion-dollar brands and roughly one in five energy drinks sold in the United States coming from our portfolio, we are a key growth engine for the category, and we're still early in what this platform can do.”

FINANCIAL AND MARKET HIGHLIGHTS FOR THE SECOND QUARTER OF 2026

For the three months ended June 30, 2026, revenue totaled approximately $817.9 million—compared to $739.3 million for the prior-year period, representing growth of 10.6%. During the quarter, Alani Nu® generated sales of approximately $364.4 million, benefiting from strong consumer demand, increased orders from our largest customer as the brand transitioned into the PepsiCo distribution system, and the successful launch of the limited-time Purple Cotton Candy flavor. This growth was partially offset by the discontinuation of certain non-ready-to-drink energy products as well as a higher content of DSD versus direct sales, which results in higher trade investments and billbacks that reduce reported net revenue. Rockstar Energy® contributed approximately $66.5 million in revenue during the second quarter of 2026. CELSIUS® brand revenue decreased by approximately 11.7% in the second quarter of 2026 compared to the same period last year, reflecting increased trade and promotional investment, shipment timing related to inventory rebalancing, softness in the club channel, a planned moderation in innovation activity during the period, and SKU optimization initiatives implemented in conjunction with the integration of our recent acquisitions and Alani Nu’s distribution transition.

CELSIUS brand international revenue totaled $27.2 million for the second quarter of 2026, representing a 10% increase compared to the same period in 2025, reflecting strong momentum across both our more established Nordic markets and our expansion markets, including Iberia, the UK, Ireland, France, Australia, New Zealand and Benelux.

For the three months ended June 30, 2026, gross profit increased by $12.8 million to $393.7 million, an increase of 3.4%, from $380.9 million for the three months ended June 30, 2025. Gross profit margin decreased to 48.1% for the three months ended June 30, 2026, from 51.5% for the three months ended June 30, 2025. The decrease in gross profit margin was primarily driven by higher promotional and incentive activity as a percentage of revenue and channel mix. This decrease was partially offset by ongoing improvements from our integration of acquired businesses and the absence of inventory step-up expense in 2026 related to the Alani Nu acquisition.

In line with management expectations, second quarter gross margin remained consistent with the first quarter at approximately 48%, as improvements in outbound freight costs and continued integration of our recent acquisitions into our supply chain offset ongoing inflation in commodity costs, primarily aluminum.

Compared to the second quarter of 2025, underlying raw material COGS improved as we completed the Rockstar transition into our purchasing structure, with transition costs and COGS write-offs largely behind us. The initiatives expected to drive margin expansion over the remainder of the year—including our orbit model, freight optimization, raw material alignment, revenue growth-management capabilities, and mix improvement through price-pack architecture—continue to progress, although the benefits are being partially offset by rising commodity costs. As these initiatives continue to mature, we expect to increasingly realize the benefits of the platform we’ve built through the successful integration of our recent acquisitions.

During the second quarter of 2026, we executed disciplined capital allocation, including approximately $100.4 million of share repurchases, reflecting our confidence in the business and our focus on long-term shareholder value creation.

Selling, general and administrative expenses for the three months ended June 30, 2026, decreased $0.3 million, to $237.6 million from $237.9 million for the prior-year period, representing 29.0% of revenue compared to 32.2% for the same period in 2025. Adjusted selling, general and administrative expenses, represented 28.6% of revenue in the second quarter of 2026.2

Diluted earnings per share for the second quarter of 2026 was $0.14 compared to $0.33 for the prior-year period. Non-GAAP adjusted diluted earnings per share for the second quarter of 2026 was $0.36 compared to $0.47 for the prior-year period.

Retail Performance

Retail sales of the Celsius Holdings portfolio (CELSIUS, Alani Nu and Rockstar Energy) in U.S. tracked channels increased 31.0% for the 13-week period ended June 28, 2026.3 Celsius Holdings held an approximate 20.1% dollar share3 in the U.S. RTD energy category for the period. The portfolio remained a key driver of category growth, contributing approximately 30% of the zero-sugar U.S. energy category’s $640 million growth during the second quarter of 2026.3

CELSIUS brand retail sales decreased 2% year over year for the 13-week period ended June 28, 2026,3 and the brand held an approximate 9.5% dollar share in the U.S. RTD energy category for the period.3 The retail sales primarily reflected the Company's SKU optimization initiatives and a planned moderation in innovation activity. The reduction in average SKUs took effect immediately, while the associated space gains are being realized over a longer period, as much of the targeted space gains consisted of cold vault and permanent cooler placements that require additional capital investment and labor at the retailer level. Despite approximately 7% fewer points of distribution, productivity of the remaining assortment improved, with dollars per point of distribution increasing approximately 16% in the second quarter compared to the first quarter.

Alani Nu retail sales increased 55.7% year over year for the 13-week period ended June 28, 2026,3 driven by continued innovation, expanded distribution and continued adoption by new consumers. The brand held an approximate 8.7% dollar share in the U.S. RTD energy category for the period3. Celsius Holdings acquired the Alani Nu brand on April 1, 2025.

Rockstar Energy retail sales decreased 13% year over year for the 13-week period ended June 28, 2026,3 and the brand held an approximate 1.9% dollar share in the U.S. RTD energy category for the period3. Celsius Holdings acquired the Rockstar Energy brand in the U.S. and Canada on Aug. 28, 2025.

FINANCIAL AND MARKET HIGHLIGHTS FOR THE FIRST HALF OF 2026

For the six months ended June 30, 2026, revenue totaled approximately $1,600.5 million—compared to $1,068.5 million for the prior-year period, representing growth of 49.8%. The increase reflected the acquisition of Rockstar Energy on Aug. 28, 2025, as well as the Alani Nu expansion into the PepsiCo distribution network. Alani Nu generated record sales of approximately $732.4 million during the first half of 2026, benefiting from strong consumer demand, increased orders from our largest distributor driven by the brand’s transition into the PepsiCo distribution system, and the continued success of our limited-time offerings. Rockstar Energy contributed approximately $133.1 million in revenue during the first half of 2026. CELSIUS brand revenue decreased approximately 4% compared to the prior-year period, reflecting increased trade and promotional investment, shipment timing related to inventory rebalancing, softness in the club channel, a planned moderation in innovation activity during the period, and SKU optimization initiatives implemented in conjunction with the integration of our recent acquisitions and Alani Nu’s distribution transition.

CELSIUS brand international revenue totaled $62.5 million for the first half of 2026, representing a 32% increase compared to the same period in 2025, driven by growth in the Nordics and continued momentum in our expansion markets including Iberia, the UK, Ireland, France, Australia, New Zealand and Benelux.

For the six months ended June 30, 2026, gross profit increased by $218.5 million to $771.8 million from $553.2 million for the prior-year period. Gross profit margin was 48.2% for the six months ended June 30, 2026, compared to 51.8% for the six months ended June 30, 2025, reflecting higher fuel and commodity costs, more volume mix into our DSD system as well as costs associated with integrating our acquired businesses into our supply chain.

During the first half of 2026, we executed disciplined capital allocation, including approximately $124.5 million of share repurchases, reflecting our confidence in the business and our focus on long-term shareholder value creation.

Selling, general and administrative expenses for the six months ended June 30, 2026, increased $114.0 million, or 31.8%, to $472.2 million from $358.2 million for the prior-year period, representing 29.5% of revenue compared to 33.5% for the same period in 2025. Adjusted selling, general and administrative expenses, which excludes litigation costs and acquisition-related costs, represented 27.5% of revenue in the first half of 2026.4

Diluted earnings per share for the first half of 2026 was $0.47 compared to $0.48 for the prior-year period. Non-GAAP adjusted diluted earnings per share for the first half of 2026 was $0.77 compared to $0.65 for the prior-year period.

Second Quarter Earnings Webcast

Management will host a webcast today, Thursday, Aug. 6, 2026, at 8:00 a.m. ET to discuss the company’s second quarter 2026 financial results with the investment community. Investors are invited to join the webcast accessible from https://ir.celsiusholdingsinc.com. Downloadable files, an audio replay and transcript will be made available on the Celsius Holdings investor relations website.

About Celsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH) is a functional beverage company and the owner of energy drink brand CELSIUS®, health and wellness brand Alani Nu® and Rockstar Energy®. Born in fitness and pioneering the rapidly growing, better-for-you, functional beverage category, the company creates and markets leading functional beverage products. For more information, please visit www.celsiusholdingsinc.com.

Forward-Looking Statements

This press release contains statements by Celsius Holdings, Inc. (“Celsius Holdings”, “we”, “us”, “our” or the “Company”) that are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our prospects, plans, business strategy and expected financial and operational results. You can identify these statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, “seek”, “target”, variations of these terms, the negatives of such terms and similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. You should not rely on forward-looking statements because our actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: changes to our commercial agreements with PepsiCo, Inc.; management’s plans and objectives for international expansion and global operations; general economic and business conditions; our business strategy for expanding our presence in our industry; our expectations of revenue; operating costs and profitability; our expectations regarding our strategy and investments; our ability to successfully integrate business that we may acquire, our ability to achieve the benefits that we expect to realize as a result of our acquisitions, the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of our business acquisitions, liabilities of the businesses that we acquire that are not known to us; our expectations regarding our business, including market opportunity, consumer demand and our competitive advantage; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; the Company’s ability to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”);ongoing and potential litigation matters; the impact of third parties attempting to replicate our product attributes; and those other risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date the statements were made. We do not undertake any obligation to update forward-looking information, except to the extent required by applicable law.

CELSIUS HOLDINGS, INC. - FINANCIAL TABLES

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

  June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$

631,234

$

398,866

Restricted cash

1,895

141,121

Accounts receivable-net1

735,336

755,499

Inventories-net

390,602

337,698

Prepaid expenses and other current assets2

67,422

128,806

Deferred other costs-current3

49,472

49,164

Total current assets

1,875,961

1,811,154

Property, plant and equipment-net

108,748

87,910

Deferred tax assets

93,250

96,013

Other long-term assets

44,044

43,434

Deferred other costs-non-current3

746,737

771,635

Brands-net

1,280,222

1,280,311

Customer relationships-net

99,529

111,604

Goodwill

919,660

917,560

Total Assets

$

5,168,151

$

5,119,621

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable4

$

202,101

$

137,930

Accrued expenses5

264,558

230,721

Income taxes payable

40,821

49,612

Accrued distributor termination fees

8,761

264,088

Accrued promotional allowance6

453,043

307,922

Contingent consideration

—

25,000

Deferred revenue - current7

31,460

26,988

Other current liabilities

42,891

36,465

Total current liabilities

1,043,635

1,078,726

Long-term debt

667,850

669,926

Deferred revenue-non-current3

463,856

401,155

Other long term liabilities

33,251

28,372

Total Liabilities

2,208,592

2,178,179

Commitment and contingencies

Mezzanine Equity:

Series A convertible preferred stock, $0.001 par value, 1,467 shares issued and outstanding as of both June 30, 2026 and December 31, 2025

852,355

852,355

Series B convertible preferred stock, $0.001 par value, 390 shares issued and outstanding as of both June 30, 2026 and December 31, 2025

907,620

907,620

Stockholders’ Equity:

Common stock, $0.001 par value; 400,000 shares authorized, 258,703 shares issued and 253,341 shares outstanding as of June 30, 2026; and 258,108 shares issued and 256,906 shares outstanding as of December 31, 2025, respectively.

101

101

Treasury stock, at cost, 5,362 shares and 1,202 shares as of June 30, 2026 and December 31, 2025, respectively

(183,469

)

(48,226

)

Additional paid-in capital

1,069,452

1,050,518

Accumulated other comprehensive income

335

3,162

Retained earnings

313,165

175,912

Total Stockholders’ Equity

1,199,584

1,181,467

Total Liabilities, Mezzanine Equity and Stockholders’ Equity

$

5,168,151

$

5,119,621

_______________________________________________  1

 Includes $387.2 million and $349.1 million from a related party as of June 30, 2026 and December 31, 2025, respectively.

 2

 Includes no amounts from a related party as of June 30, 2026 and $64.2 million from a related party as of December 31, 2025.

 3

 Amounts in this line item are associated with a related party for all periods presented.

 4

 Includes $35.8 million and $28.6 million from a related party as of June 30, 2026 and December 31, 2025, respectively.

 5

 Includes $4.0 million and $1.8 million from a related party as of June 30, 2026 and December 31, 2025, respectively.

 6

 Includes $247.6 million and $128.9 million from a related party as of June 30, 2026 and December 31, 2025, respectively.

 7

 Includes $30.7 million and $26.3 million from a related party as of June 30, 2026 and December 31, 2025, respectively.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

  Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue1

$

817,925

$

739,259

$

1,600,540

$

1,068,535

Cost of revenue2

424,237

358,408

828,785

515,311

Gross profit

393,688

380,851

771,755

553,224

Selling, general and administrative expenses3

237,573

237,886

472,220

358,228

Distributor termination fees

80,860

—

85,287

—

Income from operations

$

75,255

$

142,965

$

214,248

$

194,996

Other (expense) income:

Interest income

3,678

4,038

6,670

11,884

Interest expense

(11,566

)

(18,080

)

(23,409

)

(18,080

)

Other, net4

2,163

542

9,557

1,658

Total other expense, net

(5,725

)

(13,500

)

(7,182

)

(4,538

)

Net income before provision for income taxes

69,530

129,465

207,066

190,458

Provision for income taxes

(14,237

)

(29,610

)

(41,674

)

(46,184

)

Net income

$

55,293

$

99,855

$

165,392

$

144,274

Dividends on convertible preferred stock5

(14,149

)

(6,851

)

(28,142

)

(13,632

)

Income allocated to participating preferred stock5

(4,723

)

(7,314

)

(15,807

)

(10,703

)

Net income attributable to common stockholders

$

36,421

$

85,690

$

121,443

$

119,939

Other comprehensive income:

Foreign currency translation (loss) gain, net of income tax

(1,284

)

3,179

(2,827

)

5,428

Comprehensive income

$

35,137

$

88,869

$

118,616

$

125,367

Earnings per share

Basic

$

0.14

$

0.33

$

0.47

$

0.49

Diluted

$

0.14

$

0.33

$

0.47

$

0.48

_____________________________________________ 1 

Includes $492.3 million and $954.0 million for the three and six months ended June 30, 2026 respectively, and $245.8 million and $434.3 million for the three and six months ended June 30, 2025, respectively, in each case from a related party.

2 

Includes $0.6 million and $12.4 million for the three and six months ended June 30, 2026 respectively, to a related party, and no amounts to a related party for the three and six months ended June 30, 2025.

3 

Includes $2.6 million and $3.8 million for the three and six months ended June 30, 2026 respectively, and $0.2 million and $0.8 million for the three and six months ended June 30, 2025, respectively, to a related party.

4 

Includes $3.6 million and $10.6 million for the three and six months ended June 30, 2026, respectively, from a related party, and no amounts from a related party for the three and six months ended June 30, 2025.

5 

Amounts in this line item are associated with a related party for all periods presented.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Reconciliation of GAAP Net Income to non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin

  Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (GAAP measure)

$

55,293

$

99,855

$

165,392

$

144,274

Add back/(Deduct):

Net interest (expense) income

7,888

14,042

16,739

6,196

Provision for income taxes

14,237

29,610

41,674

46,184

Depreciation and amortization expense

10,104

9,119

19,238

11,730

Non-GAAP EBITDA

87,522

152,626

243,043

208,384

Stock-based compensation1

10,565

6,434

18,191

11,463

PPA Inventory Step-Up

—

21,692

—

21,692

Reorganization Costs

—

482

—

482

Foreign exchange

1,396

(800

)

988

(1,720

)

Acquisition and Integration Costs2

3,819

29,855

7,573

38,967

Penalties3

—

—

—

710

Distributor Termination4

80,860

—

85,287

—

Legal Settlement Costs5

—

—

24,557

—

Non-GAAP Adjusted EBITDA

$

184,162

$

210,289

$

379,639

$

279,978

Non-GAAP Adjusted EBITDA Margin

22.5

%

28.4

%

23.7

%

26.2

%

Reconciliation of GAAP diluted Earnings per share to non-GAAP Adjusted diluted Earnings per share

  Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Diluted earnings per share (GAAP measure)

$

0.14

$

0.33

$

0.47

$

0.48

Add back/(Deduct)6:

Acquisition and Integration Costs2

0.01

0.08

0.02

0.11

Distributor Termination4

0.21

—

0.22

—

Inventory Step-Up Adjustment

—

0.06

—

0.06

Legal Settlement Costs5

—

—

0.06

—

Non-GAAP adjusted diluted earnings per share

$

0.36

$

0.47

$

0.77

$

0.65

Reconciliation of GAAP SG&A as a % of Revenue to non-GAAP Adjusted SG&A as a % of Revenue

  Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Sales and Marketing expense

$

181,903

$

150,842

$

332,495

$

231,738

Percentage of Revenue

22.2

%

20.4

%

20.8

%

21.7

%

General and Administrative expense

$

55,670

$

87,044

$

139,725

$

126,490

Percentage of Revenue

6.8

%

11.8

%

8.7

%

11.8

%

(Deduct):

Acquisition and Integration Costs1

(3,819

)

(29,855

)

(7,573

)

(38,967

)

Penalties2

—

—

—

(710

)

Legal Settlement Costs3

—

—

(24,557

)

—

Non-GAAP Adjusted General and Administrative expense

$

51,851

$

57,189

$

107,595

$

86,813

Percentage of Revenue

6.3

%

7.7

%

6.7

%

8.1

%

Selling, General and Administrative expenses

$

237,573

$

237,886

$

472,220

$

358,228

Percentage of Revenue

29.0

%

32.2

%

29.5

%

33.5

%

(Deduct):

Acquisition and Integration Costs1

(3,819

)

(29,855

)

(7,573

)

(38,967

)

Penalties2

—

—

—

(710

)

Legal Settlement Costs3

—

—

(24,557

)

—

Non-GAAP Adjusted SG&A

$

233,754

$

208,031

$

440,090

$

318,551

Percentage of Revenue

28.6

%

28.1

%

27.5

%

29.8

%

USE OF NON-GAAP MEASURES

Celsius defines Adjusted EBITDA as net income before net interest (expense) income, income tax expense (benefit), and depreciation and amortization expense, further adjusted by excluding stock-based compensation expense, foreign exchange gains or losses, distributor termination fees, legal settlement costs, reorganization costs, acquisition and integration costs, penalties, and inventory step-up adjustment. Adjusted EBITDA Margin is the ratio between the company’s Adjusted EBITDA and net revenue, expressed as a percentage. Adjusted diluted earnings per share is GAAP diluted earnings per share net of add backs and deductions for distributor termination, legal settlement costs, reorganization costs, acquisitions and integration costs, penalties, and inventory step-up adjustment. Adjusted SG&A is GAAP SG&A adjusted for acquisition costs, distributor termination fees, penalties and certain legal accruals. Adjusted SG&A as a % of revenue is the ratio between Adjusted SG&A and net revenue. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue are non-GAAP financial measures.

Celsius uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue for operational and financial decision-making and believes these measures are useful in evaluating its performance because they eliminate certain items that management does not consider indicators of Celsius’ operating performance. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue may also be used by many of Celsius’ investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. Celsius believes that the presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue, provides useful information to investors by allowing an understanding of measures that it uses internally for operational decision-making, budgeting and assessing operating performance.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share, Adjusted SG&A, and Adjusted SG&A as a percentage of revenue are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of Celsius’ results as reported under GAAP. Celsius strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted diluted earnings per share. Adjusted SG&A, and Adjusted SG&A as percentage of revenue as defined by Celsius, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare Celsius’ use of these non-GAAP financial measures with those used by other companies.

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