Market Signal Briefing

Journalist

Posted: February 18, 2026

Over $30 billion worth of Solana [SOL] is currently staked, earning yield. Until now, however, that capital has been largely excluded from DeFi activity.

Notably, Jupiter, Solana’s leading DEX aggregator, has launched native staking as collateral. The feature is now live on Jupiter Lend, unlocking a significant pool of capital

Liquidity expansion enters a new phase Staked SOL can now be used as collateral without the need to unstake, improving capital efficiency. By collateralizing staked tokens, yield remains intact while fresh liquidity enters the market.

This development could significantly increase available liquidity across the Solana ecosystem. More collateral means more borrowing, and more borrowing means more trading activity.

Solana may be on the verge of reigniting cooling volumes. According to the recent Volume Bubble Map data, Sol trading activity was flashing cooling signals.

Source: CryptoQuant

Network activity is slowly reacting The impact is already visible on Solana on-chain metrics.

Over the last few hours, the recent sharp drop in the number of Active Addresses has started to flatten. Participation is gaining momentum, and traders are returning.

Liquidity typically drives engagement, and in turn, engagement fuels volatility. This sequence now appears to be unfolding in real time.”

Whales position early Order distribution data shows a large share of activity coming from SOL whales.

That detail matters. When large players position ahead of structural liquidity changes, it often signals strategic intent. Whales move early. Retail follows later.

Their dominance increases the probability of momentum expansion.

Source: CryptoQuant

$80 demand zone faces the test On the daily chart, SOL is testing a key demand zone around $80. That level aligns with pennant support. The confluence strengthens its importance.

If liquidity expands and whale activity persists, the $80 zone could act as a reversal platform. However, if it fails, the structure could weaken and create more room for a further bearish run.

Therefore, Solana’s fundamentals and positioning are improving. The token price is consolidating, and liquidity is being unlocked. Solana now stands at a critical inflection point, with a reversal appearing increasingly likely

Source: TradingView

Final Summary Jupiter enables native staked SOL as collateral, unlocking $30 billion in capital. Whale orders and active addresses surge as SOL tests $80 support.

Bitcoin’s price behavior is signaling deeper financial stress that traditional markets have yet to price in, according to Arthur Hayes, co‑founder of cryptocurrency exchange BitMEX.

Hayes said this week that the leading cryptocurrency’s continued decline, which has diverged sharply from the relatively flat performance of the Nasdaq 100 Index, could be “flashing” early warnings of tightening credit conditions in the U.S. dollar economy, potentially foreshadowing a broader credit crunch. In a post on his Substack newsletter, he described Bitcoin as acting like a “fiat liquidity fire alarm,” reacting before equities and other traditional indicators.

Bitcoin is showing that credit in the financial system is falling Arthur Hayes said Bitcoin is an early warning sign of economic problems ahead because it’s highly sensitive to changes in the financial system and reacts faster than most traditional assets. Hayes explained that BTC stocks and other investments take longer to reflect the impact of falling liquidity than BTC does.

He also said that a falling Bitcoin price while the Nasdaq 100 Index stays stable is usually a sign of problems in the financial system that stock prices haven’t yet reflected, and that will soon affect broader markets.

Hays mentioned the growing impact of AI on white-collar jobs and said many people could lose their income and struggle to pay off debts, including credit card bills, car loans, and mortgages. He estimates that banks could lose up to $330 billion in consumer credit and $227 billion in mortgage debt if 20% of the country’s 72.1 million knowledge workers were affected.

Banks will likely give out fewer loans or make borrowing harder for everyone when they notice more people falling behind on their payments. This will, in turn, slow down the flow of money into the economy because people who can’t borrow as easily will spend less, forcing businesses to make less.

According to Hayes, weaker banks will feel the impact of this chain reaction the most, and some could even become insolvent because they lack the funds to cover obligations. In the end, everyone, including consumers and businesses that rely on credit to operate, will be affected.

AI job losses could make banks lose money and force the Federal Reserve to step in Arthur Hayes says AI tools can now handle tasks that required large human teams, so industries like software-as-a-service companies have been underperforming compared to tech stocks in recent months.

He also explained that these job losses have led to an increase in credit card delinquencies and have placed immense pressure on consumer discretionary companies, as households are now struggling to keep up with debt payments.

Hayes warns that the Federal Reserve may have to step in with large-scale support to prevent the situation from becoming a full-blown crisis.

Other analysts also agree that significant banking problems would definitely lead to government intervention. They believe this could, in turn, make Bitcoin and other scarce digital assets more attractive by undermining trust in traditional money systems. 

When a system relies on more money printing to survive, people begin to see scarce assets as a safer place to store value. Hayes presents two potential market routes in the face of this situation, as explained in the article.

The first is that the fall of Bitcoin from $126,000 to $60,000 may already be pricing in the slowdown, with stocks having time to catch up. Alternatively, the fall in Bitcoin may continue, with stocks later catching up as they too price in the same credit risks. 

In either case, the outcome is likely to be the same: lots of money will be pumped into the system to prevent widespread bank problems.

Hayes believes this reaction could offset Bitcoin’s losses and even propel it to new all-time highs once the system stabilizes again. This is an example of how job losses, credit issues, and bank stress can all impact one another, with early signs of what is to come in Bitcoin.

Analyst Claims $5 Billion XRP Selling Flow on Upbit: What It Means for Price Prefer us on Google

XRP extends its downtrend, with the price down 44% over the past year.Data suggests persistent algorithmic sell pressure in XRP/KRW market.Upbit XRP balances hit one-year high above 6.4 billion tokens.XRP (XRP) price extended its slide on Wednesday, adding to a downtrend that has erased 44% of its value over the past year.

Amid this, a market analyst has highlighted unusual trading activity emerging from South Korea’s largest crypto exchange, raising questions about its potential impact on XRP’s price dynamics.

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Study of 82 Million Trades Flags Structural Selling in XRP/KRW Market on UpbitCrypto analyst Dom claims to have uncovered what he describes as a nearly year-long, multi-billion-dollar XRP selling pipeline. In a thread published on X (formerly Twitter), Dom said his findings are based on 82 million tick-level XRP/KRW trades on Upbit, alongside 444 million trades from Binance for comparison.

According to his analysis, Upbit’s XRP pair has recorded a net negative cumulative volume delta every month for the past 10 months. 

“It started with yesterday’s price action. -57M XRP in CVD over 17 hours. It looked insane. So I ran forensic queries – bot fingerprinting, iceberg detection, wash trade checks. The selling was real. Algorithmic. 61% of trades fired within 10ms. Single bot running 17 hours straight with one 33-second pause,” he wrote.

XRP/KRW Selling on Upbit. Source: X/DomDom highlighted several months with particularly heavy negative cumulative volume delta (CVD), including April (-165 million XRP), July (-197 million XRP), October (-382 million XRP), and January (-370 million XRP). In total, he reports that only 1 of 46 weeks in the sample period showed net positive buying pressure.

“And it’s not ‘the market’ – Binance XRP/USDT carries 2-5x less sell pressure on the same coin (shocker). In June, Binance was net positive while Upbit bled -218M. The hourly correlation between the two venues is only 0.37. Upbit’s flow is largely its own thing,” the post added.

Dom argues the selling appears algorithmic. Between 57% and 60% of trades were executed within 10 milliseconds, a pattern typically associated with automated systems. He also observed that sell orders frequently appeared in round-number sizes such as 10, 100, or 1,000 XRP.

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Meanwhile, buy orders were often fractional amounts like 2.537 XRP, consistent with KRW-denominated retail purchases.

“Ten million fractional buy orders over 10 months. Compared to the sell side running mechanical round number clips. Two completely different profiles trading against each other on the same venue,” the analyst added.

Furthermore, the analyst noted that from April to September, XRP on Upbit reportedly traded at a 3% to 6% discount to Binance, a “reverse Kimchi Discount.”

“The sellers were accepting 6% worse fills than available on global markets, for many months. They don’t care about the price. They need KRW, are mandated to use Upbit, and/or are Korean holders taking profit,” he stated. “Then October 10 happened. The premium has only briefly gone negative since and the sellers? They doubled their daily rate. From -6.3M/day to -11.2M/day.”

He estimates that the overall activity accounts for 3.3 billion XRP, worth $5 billion, in “net selling.” This represents about 5.4% of the token’s circulating supply. While Dom does not identify a specific entity behind the activity, he describes the flow as consistent, 24/7, and infrastructure-like rather than discretionary trading.

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“So who has enough XRP to sell 300-400M per month for a year straight, doesn’t care about 6% discounts, runs identical algo infrastructure 24/7 and needs KRW specifically or is in some walled garden and can only use Upbit? AND who are they selling to? Who’s been on the other side of that trade? It could be 1 entity, 50 entities or 10k people I’ll let you speculate,” Dom remarked.

Why Does This Matter?This matters because sustained, large-scale selling may influence price dynamics over time. A consistent flow of sell orders may limit upward momentum, intensify declines during periods of market stress, and absorb buying demand before it translates into meaningful price appreciation. 

The impact is particularly relevant given that XRP was the most traded asset on Upbit in 2025. If this pattern is accurate, it would suggest that a significant source of supply has been active within one of the world’s most active XRP markets, with retail participants frequently on the opposite side of those trades. 

Should that selling pressure decrease or stop, overall market behavior could shift as the balance between supply and demand adjusts.

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The findings come as XRP balances on Upbit have reached a one-year high, exceeding 6.4 billion XRP, accounting for nearly 10% of the circulating supply.

XRP Reserves on Upbit. Source: CryptoQuantIn contrast, exchange reserves continued to decline on Binance, reflecting a divergence between Korean XRP investors and participants in other markets.

Binance XRP reserves just hit their lowest level since early 2024.

700 million XRP left the exchange from the November peak. At current prices, that's hundreds of millions of dollars — gone from exchange wallets.

You sell on exchanges. You move off when you intend to hold. $XRP… pic.twitter.com/7iUee7SqdV

— Ripple Bull Winkle | Crypto Researcher 🚀🚨 (@RipBullWinkle) February 17, 2026 Taken together, the reported structural selling on Upbit and the rise in XRP balances on the exchange point to a sustained flow of tokens circulating within that venue. At the same time, contrasting reserve trends and accumulation patterns observed on other exchanges highlight a divergence in regional market behavior. 

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Amended SEC filing details staking revenue split as Ethereum ETFs prepare to offer yield alongside price exposure.

Market Sentiment:

Bullish Bearish Neutral

Published: February 18, 2026 │ 8:30 AM GMT

Created by Kornelija Poderskytė from DailyCoin

BlackRock, the world’s largest asset manager, is sharpening the structure of its proposed spot Ethereum ETF, revealing that it and Coinbase intend to retain 18% of staking rewards generated by the fund.

The detail surfaced in an amended form, filed with the U.S. Securities and Exchange Commission (SEC), offering one of the clearest looks yet at how staking economics could function inside a regulated iShares Staked Ethereum Trust ETF, expected to trade under the ticker ETHB.

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Under the proposed structure, Coinbase would act as both staking provider and custodian, while BlackRock would serve as sponsor. The filing moves the product beyond conceptual language, introducing a defined revenue split that directly impacts investor returns.

BlackRock and Coinbase Reveal 18% Staking CutRather than simply confirming that the fund may stake ETH, the updated filing quantifies the cost of doing so. Any staking yield generated by the ETF would be distributed net of an 18% share retained before standard fund expenses, implying investors would not receive the full on-chain reward rate.

The remaining portion of rewards is expected to accrue to the fund’s net asset value, although final accounting mechanics could evolve depending on regulatory feedback and structural refinements.

Staking Sparks U.S. ETF CompetitionStaking is emerging as the next battleground for U.S. crypto ETFs. After the success of spot Bitcoin ETFs showed strong demand for simple price exposure, Ethereum products are now under pressure to stand out. 

By adding a built-in yield, staking could turn ETH ETFs from plain market-tracking instruments into vehicles that offer income as well as price exposure, which acts as a potential advantage in an environment where fees are already tight.

Yet, adding staking to a registered ETF isn’t simple. The SEC has closely scrutinized staking programs due to concerns around custody, delegation, and whether staked tokens create a security-like exposure.

A staking-enabled ETH ETF would be the first of its kind, so approval could set an important precedent.

If approved, Ethereum ETFs could move beyond simply tracking ETH prices. Instead, returns would also reflect staking rewards, fees, fund operations, and regulatory rules, all of which could significantly affect long-term performance.

Fund Operations and Fees Take ShapeBlackRock had already indicated last year that it was preparing to roll out a staking-focused fund. The latest filing shows the fund will charge a 0.25% annual sponsor fee, with a temporary waiver lowering it to 0.12% on the first $2.5 billion in assets during its first year.

It also notes that about 5% to 30% of the fund’s ETH will be kept unstaked to ensure enough liquidity for creations, redemptions, and routine operational requirements.

Why This MattersHow the ETF handles staking, fees, and liquidity could set a benchmark for future regulated Ethereum investment products.

Read DailyCoin’s most popular crypto news today:
BlackRock’s Uniswap Move Jolts UNI As Wall Street Tests DeFi Rails
SBI CEO Shuts Down $10B XRP Hoax: “It’s 9% Of Ripple”

People Also Ask:What is the iShares Staked Ethereum Trust ETF (ETHB)?

It’s a proposed exchange-traded fund (ETF) by BlackRock that aims to track Ethereum’s price while also earning staking rewards. Coinbase would act as the fund’s custodian and staking provider.

What is the 18% staking cut?

BlackRock and Coinbase plan to retain 18% of any staking rewards before distributing the rest to the ETF. This fee covers operational and administrative costs and reduces the total yield investors receive.

Why is staking significant for Ethereum ETFs?

Adding staking turns ETH ETFs from simple price-tracking products into income-generating instruments, potentially attracting investors seeking both price exposure and yield.

DailyCoin's Vibe Check: Which way are you leaning towards after reading this article?

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Cover image via U.Today Disclaimer: The opinions expressed by our writers are their own and do not represent the views of U.Today. The financial and market information provided on U.Today is intended for informational purposes only. U.Today is not liable for any financial losses incurred while trading cryptocurrencies. Conduct your own research by contacting financial experts before making any investment decisions. We believe that all content is accurate as of the date of publication, but certain offers mentioned may no longer be available.

The price of Shiba Inu is clearly showing signs of consolidation, as it enters one of its quietest periods in recent months. SHIB has now entered a narrow trading range, where volatility has significantly decreased, following a series of lower highs and ongoing selling pressure throughout the larger cryptocurrency market. The asset's movement was once characterized by sharp price swings, but these have mostly vanished, leaving behind sideways movement and lackluster trading momentum.

Shiba Inu's recovery endsAfter reaching local lows, SHIB recently tried a brief recovery on the daily chart, but the recovery was short-lived. Buyers were able to move the price up a little, but the momentum quickly stopped, indicating that market players are not yet prepared to invest a sizable sum of money in a long-term recovery. The idea that traders are waiting, rather than aggressively positioning for the next move, is further supported by the cooling volume.

SHIB/USDT Chart by TradingViewVolatility is essentially on the ground right now. There are still few price swings, and candles have smaller bodies than in prior weeks. Usually, a bigger move comes after this compression, but the exact direction is still unknown. Crucially, the state of the market does not support an immediate continuation of the recovery. In the absence of a powerful catalyst or a more extensive market recovery, SHIB runs the risk of staying stuck in its consolidation zone.

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Moving averages play against itThese days, local resistance is what decides the direction of the token. The asset is currently trading just below short-term moving averages that served as support but are now acting as resistance. The first indication of fresh bullish momentum would be a breakout above these levels, which could pave the way for a more extensive corrective rally. The likelihood of such a breakout happening right away, though, seems slim.

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The likelihood of an upside move in the near future is decreased by several factors. Since SHIB is still trading below longer-term moving averages, momentum indicators are still neutral, and the overall trend structure is still in favor of sellers. Any upward movement is probably going to encounter fresh selling pressure until the price convincingly recovers those levels.

The most practical expectation at this time is that sideways movement will continue. The consolidation phase of SHIB implies that, instead of getting ready for a quick recovery, market players are reorganizing. Unless buyers demonstrate stronger conviction, volatility may stay suppressed while the price stabilizes before the next meaningful directional move develops.

Pi Network's native token is the top performer on a weekly scale, followed by STABLE and MORPHO.

Bitcoin’s rather underwhelming price movements around $68,000 continue as the asset slipped below that level on a couple of occasions in the past 24 hours.

WLFI has soared the most from the larger-cap alts in the past 24 hours, while significantly more modest gains from ETH have pushed the asset to just over $2,000.

BTC Fragile at $68K The first trading week of the current month resulted in a massive calamity for bitcoin, as the asset plunged to $60,000 for the first time since October 2024. This crash represented a $30,000 decline in the span of just over a week.

The bulls finally intervened at this point and helped BTC recover $12,000 in just a day. However, it faced immediate selling pressure at $72,000 and spent the following several days trading between that upper boundary and the lower one at $68,000.

It lost the support a week ago, but quickly reclaimed it and rocketed to over $70,000 during the weekend. However, that was another fakeout and returned to under $70,000 a day later. It slipped below $67,000 yesterday after the latest rejection, but now stands above $68,000, which is essentially the same level as this time yesterday.

Its market cap has remained calm at $1.365 trillion on CG, while its dominance over the alts is down to 56.2%.

BTCUSD Feb 18. Source: TradingView PI’s Weekly Surge Ethereum is up by 2% in the past day and now sits above $2,000 once more. XRP has neared $1.50 after a minor increase. BNB, DOGE, BCH, and CC are also slightly in the green, while TRX and HYPE are with minor losses. WLFI has stolen the show in the past 24 hours, surging by over 17% to over $0.115.

On a weekly scale, though, Pi Network’s PI token shines. The asset is up by over 40% within this timeframe, as it dumped to a new all-time low of $0.1312 at the time. It now sits close to $0.19 after another 6% daily increase.

The total crypto market cap has added over $25 billion in a day and is up to $2.430 trillion on CG.

Cryptocurrency Market Overview Feb 18. Source: QuantifyCrypto

With molecular tracking embedded directly into materials, SMX gives consumers confidence, prevents fraud, and makes "trust me" a thing of the past.

LOS ANGELES, CALIFORNIA / ACCESS Newswire / February 18, 2026 / Luxury used to rely on one thing: trust. See the logo, feel the fabric, swipe the card, and believe the brand's claims. If a designer said an item was authentic, sustainable, or ethically sourced, that was enough.

Not anymore. Today's consumers ask hard questions: Where did this come from? Is it really recycled? Is that vintage handbag authentic-or just a perfect imitation? Blind trust no longer works, and brands can't fake credibility.

Enter SMX (NASDAQ:SMX)(NASDAQ:SMXWW). The company's solution is deceptively simple: embed the truth inside the material itself. Not a hangtag, not a PDF-an invisible, tamper-proof identity travels with the product through every step of its lifecycle. Think of it as a passport for luxury goods: impossible to lose, forge, or ignore.

Denim may seem ordinary, but it's the ultimate test. Made everywhere, recycled, blended, resold, cut, washed, rewashed-the story of what's in a pair of jeans is usually messy. SMX solves that by tracking every fiber accurately, giving brands a real-time view of their products, while proving authenticity to shoppers. When items move through resale channels, there's no debate: the product's identity is built in.

The impact goes beyond denim. For consumers, SMX removes guesswork, prevents greenwashing, and ensures confidence that what you're buying matches the claims. For brands, it reduces waste, avoids credibility gaps, and eliminates the need for endless "please trust us" messaging.

Luxury isn't about blind faith anymore. It's about proof. SMX is turning trust into verifiable evidence-making sure every item, from jeans to handbags, can demonstrate its own authenticity.

Contact:

Sofia Vida/ [email protected]

Disclaimer and Disclosure

This content reflects the personal opinions of the author and is provided for informational and educational purposes only. The author is an independent, self-employed writer and is not a licensed broker, dealer, or registered investment adviser. Nothing contained in this article should be construed as investment advice, a solicitation, or a recommendation to buy or sell any security.

This article may contain forward-looking statements, opinions, and speculative commentary that involve risks and uncertainties. Investing in publicly traded securities - particularly small-cap or low-float stocks - carries a high degree of risk, including the potential loss of your entire investment. Readers should conduct their own independent research and consult with a qualified financial professional before making any investment decisions.

The author may receive compensation for creating and publishing sponsored content related to certain companies discussed. Any such compensation constitutes a conflict of interest. The author does not guarantee the accuracy or completeness of the information presented and undertakes no obligation to update this content. By reading this article, you agree that you are solely responsible for your own investment decisions.

SOURCE: SMX (Security Matters) Public Limited

18 February 2026 | SAINT HELIER, Jersey | On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares Shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Circular. All references to times in this announcement are to Jersey times unless stated otherwise.

Publication of the Scheme Circular

CoinShares are pleased to announce that a scheme circular in relation to the Scheme of Arrangement (the “Scheme Circular”) has been published today by CoinShares setting out, amongst other things, a letter from the Chair of CoinShares which serves as an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the terms and conditions of the Scheme of Arrangement, an expected timetable of principal events, notices of the Jersey Court Meeting and the Scheme General Meeting and details of the actions to be taken by CoinShares Shareholders.

The Scheme Circular will be made available in English, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.

Action required

As further detailed in the Scheme Circular, in order to become Effective, the Scheme of Arrangement requires, amongst other things, the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person (or remotely via the Virtual Meeting Platform) or by proxy at the Jersey Court Meeting, representing not less than 75 per cent. of the voting rights of the Scheme Shares held and voted by such Scheme Shareholders at the Jersey Court Meeting (or any adjournment of the Jersey Court Meeting) and the passing of the Special Resolution at the Scheme General Meeting by the requisite majority.

Notices convening the Jersey Court Meeting and the Scheme General Meeting to be held at the offices of CoinShares at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA at 9.00 a.m. and 9.15 a.m. (or as soon thereafter as the Jersey Court Meeting concludes or is adjourned) on 19 March 2026, respectively, are set out in the Scheme Circular. The Meetings will be held as combined physical and online meetings (hybrid meetings), enabling CoinShares Shareholders to attend and participate in person or virtually through the electronic facilities that are being made available via the Virtual Meeting Platform. The notices for the meetings have been published in a separate press release by CoinShares.

Any changes to the arrangements for the Jersey Court Meeting and the Scheme General Meeting will be communicated to CoinShares Shareholders before the relevant Meeting, through CoinShares’ website at https://investor.coinshares.com/us-listing and by announcement through Nasdaq Stockholm.

It is important that, for the Jersey Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders.

Scheme Shareholders and CoinShares Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible and, in any event, so that the proxy appointment and instructions are received by Computershare no later than 48 hours before the relevant Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting, in each case excluding any part of such 48 hour period falling on a non-Jersey Business Day). Further detail on the deadlines for appointing proxies are set out in the Appendix to this announcement and in the Scheme Circular.

Recommendation

The CoinShares Directors have obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited reflecting their opinion as of that date that, on the basis of the considerations therein, the Consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares.

Accordingly, the CoinShares Directors unanimously recommend that CoinShares Shareholders vote in favour of the Scheme at the Jersey Court Meeting and the Special Resolution to be proposed at the Scheme General Meeting, as the CoinShares Directors who are interested in CoinShares Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 23,778,129 CoinShares Shares, representing, in aggregate, approximately 36.029 per cent. of CoinShares’ issued share capital as at the close of business on the Latest Practicable Date.

CoinShares Shareholders should carefully read the Scheme Circular in its entirety before making a decision with respect to the Scheme of Arrangement.

Timetable

The Scheme Circular contains an expected timetable of principal events in relation to the Scheme of Arrangement, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Jersey Court Meeting and the requisite majority of CoinShares Shareholders at the Scheme General Meeting. The Scheme of Arrangement is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Circular.

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme of Arrangement is expected to become Effective in Q2 2026 and, in any event, prior to the Long Stop Date.

If any of the key dates set out in the timetable change, CoinShares and Odysseus Holdings will announce such changes by announcement in accordance with applicable laws and regulations, with such announcements also being made available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.

Information about the Transaction

Information about the Transaction is made available at www.coinshares-bidco.com.

If CoinShares Shareholders have any questions about this announcement, the Scheme Circular or the completion and return of the Forms of Proxy, please contact CoinShares’ registrars, Computershare, on the shareholder helpline at +44 (0) 370 707 4040. The shareholder helpline will be available from 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in Jersey). Calls to the shareholder helpline from outside of Jersey will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Scheme of Arrangement, nor give financial, tax, investment or legal advice. If the Scheme of Arrangement is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, CoinShares Shares on Nasdaq Stockholm is expected to be the Business Day prior to the date of the Sanction Hearing and no transfers will be registered after 6.00 p.m. on that date. It is intended that, subject to the Scheme of Arrangement becoming Effective, application will be made to Nasdaq Stockholm to delist CoinShares Shares from Nasdaq Stockholm, with effect from or shortly following the Effective Date, and steps will be taken to re-register CoinShares as a private limited company under the relevant provisions of the Jersey Companies Law.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | [email protected]
Investor Relations | +44 (0)1534 513 100 | [email protected]

PRESS CONTACT

CoinShares
Benoît Pellevoizin
[email protected]

M Group Strategic Communications
Peter Padovano
[email protected]

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

The acquisition of the entire issued and to be issued share capital of CoinShares by Odysseus Cayman will be made solely by means of the Scheme Circular (and the accompanying Forms of Proxy), which will contain the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement. Any decision in respect of the Scheme of Arrangement should be made only on the basis of the information contained in the Scheme Circular.

CoinShares urges CoinShares Shareholders to read the Scheme Circular because it contains important information relating to the Scheme of Arrangement and the Transaction, including details of how to vote in respect of the Scheme of Arrangement. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or a prospectus equivalent document.

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

This announcement and any accompanying documents have been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.

Sanctions Disqualified Shareholders

Sanctions Disqualified Shareholders should refer to paragraph ‎28 of Part 1 (Letter from the Chair of CoinShares) of the Scheme Circular in respect of the implications of the Scheme of Arrangement and the Transaction on their holdings of Scheme Restricted Shares.

Additional Information for U.S. Investors

The Scheme of Arrangement relates to the securities of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the Jersey Companies Law. This announcement and certain other documents relating to the Transaction have been or will be prepared in accordance with Jersey law disclosure requirements, format and style, all of which differ from the disclosure and other requirements of United States securities laws. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements of and practices applicable in Jersey to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.  Except in relation to Non-IFRS financial measures, any financial statements or other financial information included in this announcement and the Scheme Circular has been or will have been prepared in accordance with (i) with respect to CoinShares, accounting standards applicable in Jersey, which may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP and (ii) with respect to the Vine Hill Group, U.S. GAAP and the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). U.S. GAAP differs in certain significant respects from accounting standards applicable in Jersey. None of the financial statements or other financial information relating to CoinShares in this announcement and the Scheme Circular has been audited in accordance with auditing standards generally accepted in the United States.

Odysseus Cayman, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, CoinShares Shares outside of the United States, other than pursuant to the Scheme of Arrangement, until the date on which the Scheme of Arrangement becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, these purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Jersey and Sweden and the United States.

It may be difficult for U.S. holders to enforce their rights and claims arising out of the U.S. federal securities laws, since CoinShares and Odysseus Holdings are located in countries other than the U.S, and all of their officers and directors are residents of countries other than the U.S. holders may not be able to claim against a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult or impossible for CoinShares U.S. Shareholders to effect service of process within the United States upon Odysseus Cayman or CoinShares, as applicable, their respective officers or directors or the experts named herein, or to realise, against them, upon judgments of courts of the United States based on civil liabilities, whether or not predicated solely upon United States federal and state securities laws. In addition, CoinShares U.S. Shareholders should not assume that the courts of Jersey: (a) would enforce judgments of United States courts obtained in actions against such persons based on civil liabilities; or (b) would enforce, in original actions, liabilities against such persons based on civil liabilities, in either case whether or not predicated solely upon U.S. federal and state securities laws.

Scheme Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme of Arrangement in their particular circumstances.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this announcement, together with all information incorporated by reference into the Scheme Circular, will be, available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.

Request to receive documents in hard copy form

A hard copy of this announcement or the Scheme Circular may be requested by contacting CoinShares’ registrars, Computershare on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Scheme of Arrangement nor give any financial, investment, legal or tax advice.
General

If you are in any doubt as to the contents of this announcement or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on CoinShares’ current expected dates for the implementation of the Scheme of Arrangement and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to CoinShares Shareholders by announcement through Nasdaq Stockholm, with such announcement being made available on CoinShares’ website at https://investor.coinshares.com/us-listing.

References to times in this timetable are to Greenwich Mean Time (GMT), unless otherwise stated.

EventTime and/or datePublication of the Scheme Circular18 February 2026Latest time for lodging Forms of Proxy for the: Jersey Court Meeting (BLUE form)9.00 a.m. on 17 March 2026(1)Scheme General Meeting (WHITE form)9.15 a.m. on 17 March 2026(2)Voting Record Time6.30 p.m. on 17 March 2026(3)Jersey Court Meeting9.00 a.m. on 19 March 2026Scheme General Meeting9.15 a.m. on 19 March 2026(4)  The following dates are indicative only and are subject to change (including as may be agreed by CoinShares and Odysseus Cayman from time to time) Last day of dealings in, and for the registration of transfers of, CoinShares Shares on Nasdaq StockholmD - 1 Business DaySanction Hearing (to sanction the Scheme)currently expected to be held on 30 March 2026), subject to Court approval and the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date (“D”)(5)Suspension of trading of CoinShares Shares on Nasdaq Stockholm5.30 a.m. (Sweden time) on D  Settlement of final trades in Euroclear Sweden of CoinShares Shares on Nasdaq StockholmD + 1 Business DayCoinShares Shares to be repositioned from Euroclear Sweden’s account in CREST to underlying beneficial holders’ accounts in CRESTD + 2-5 Business DaysLast day for registration of transfers of, and disablement in CREST of CoinShares SharesD + 6 Business DaysScheme Record Time6.00 p.m. on D + 6 Business DaysEffective DateD + 7 Business Days(6)Delisting of CoinShares Shares on Nasdaq Stockholmby 5.30 a.m. (Sweden time) on D + 7 Business DaysIssue of New Odysseus Holdings Sharesat or shortly after 9.00 a.m. (New York time) on D + 7 Business DaysListing of New Odysseus Holdings Shares on Nasdaqat or shortly after 9.30 a.m. (New York time) on D + 8 Business DaysLong Stop Date8 June 2026(7) Notes
(1)             It is requested that BLUE Forms of Proxy for the Jersey Court Meeting be lodged not later than 9.00 a.m. on 17 March 2026 or, if the Jersey Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Jersey Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Jersey Court Meeting is not returned by such time, it may be handed to a representative of CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, or to the Chair of the Jersey Court Meeting before the start of the Jersey Court Meeting (or any adjournment of it) and it will be valid.
(2)             In order to be valid, the WHITE Forms of Proxy for the Scheme General Meeting must be lodged not later than 9.15 a.m. on 17 March 2026 or, if the Scheme General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme General Meeting (excluding any part of such 48-hour period falling on a non-working day).
(3)             If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.
(4)             To commence at 9.15 a.m. or, if later, as soon thereafter as the Jersey Court Meeting shall have concluded or adjourned.
(5)             The Sanction Hearing is currently expected to be held on 30 March 2026 at the Royal Court of Jersey, Royal Court House, Royal Square, St. Helier, Jersey JE1 1JG. These dates are indicative only and are subject to change and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order (and any act of court in connection with the Scheme) is delivered to the Jersey Registrar of Companies. Participants in the CoinShares Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the CoinShares Share Plan, including details of any appropriate proposals being made and dates and times relevant to them. Scheme Shareholders are entitled to attend and be heard at the Sanction Hearing, should they wish to do so, in person or through their counsel.
(6)             Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order (and any act of court in connection with the Scheme) being delivered to the Jersey Registrar of Companies. This is presently expected to occur on 10 April 2026 being 7 Business Days after the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.
(7)             This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as CoinShares and Odysseus Cayman may agree (and as the Court may allow, should such approval be required).

Jersey, Channel Islands, Feb. 18, 2026 (GLOBE NEWSWIRE) -- 18 February 2026 | SAINT HELIER, Jersey | On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares Shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Circular. All references to times in this announcement are to Jersey times unless stated otherwise.

Publication of the Scheme Circular

CoinShares are pleased to announce that a scheme circular in relation to the Scheme of Arrangement (the “Scheme Circular”) has been published today by CoinShares setting out, amongst other things, a letter from the Chair of CoinShares which serves as an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the terms and conditions of the Scheme of Arrangement, an expected timetable of principal events, notices of the Jersey Court Meeting and the Scheme General Meeting and details of the actions to be taken by CoinShares Shareholders.

The Scheme Circular will be made available in English, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.

Action required

As further detailed in the Scheme Circular, in order to become Effective, the Scheme of Arrangement requires, amongst other things, the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person (or remotely via the Virtual Meeting Platform) or by proxy at the Jersey Court Meeting, representing not less than 75 per cent. of the voting rights of the Scheme Shares held and voted by such Scheme Shareholders at the Jersey Court Meeting (or any adjournment of the Jersey Court Meeting) and the passing of the Special Resolution at the Scheme General Meeting by the requisite majority.

Notices convening the Jersey Court Meeting and the Scheme General Meeting to be held at the offices of CoinShares at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA at 9.00 a.m. and 9.15 a.m. (or as soon thereafter as the Jersey Court Meeting concludes or is adjourned) on 19 March 2026, respectively, are set out in the Scheme Circular. The Meetings will be held as combined physical and online meetings (hybrid meetings), enabling CoinShares Shareholders to attend and participate in person or virtually through the electronic facilities that are being made available via the Virtual Meeting Platform. The notices for the meetings have been published in a separate press release by CoinShares.

Any changes to the arrangements for the Jersey Court Meeting and the Scheme General Meeting will be communicated to CoinShares Shareholders before the relevant Meeting, through CoinShares’ website at https://investor.coinshares.com/us-listing and by announcement through Nasdaq Stockholm.

It is important that, for the Jersey Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders.

Scheme Shareholders and CoinShares Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible and, in any event, so that the proxy appointment and instructions are received by Computershare no later than 48 hours before the relevant Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting, in each case excluding any part of such 48 hour period falling on a non-Jersey Business Day). Further detail on the deadlines for appointing proxies are set out in the Appendix to this announcement and in the Scheme Circular.

Recommendation

The CoinShares Directors have obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited reflecting their opinion as of that date that, on the basis of the considerations therein, the Consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares.

Accordingly, the CoinShares Directors unanimously recommend that CoinShares Shareholders vote in favour of the Scheme at the Jersey Court Meeting and the Special Resolution to be proposed at the Scheme General Meeting, as the CoinShares Directors who are interested in CoinShares Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 23,778,129 CoinShares Shares, representing, in aggregate, approximately 36.029 per cent. of CoinShares’ issued share capital as at the close of business on the Latest Practicable Date.

CoinShares Shareholders should carefully read the Scheme Circular in its entirety before making a decision with respect to the Scheme of Arrangement.

Timetable

The Scheme Circular contains an expected timetable of principal events in relation to the Scheme of Arrangement, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Jersey Court Meeting and the requisite majority of CoinShares Shareholders at the Scheme General Meeting. The Scheme of Arrangement is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Circular.

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme of Arrangement is expected to become Effective in Q2 2026 and, in any event, prior to the Long Stop Date.

If any of the key dates set out in the timetable change, CoinShares and Odysseus Holdings will announce such changes by announcement in accordance with applicable laws and regulations, with such announcements also being made available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.

Information about the Transaction

Information about the Transaction is made available at www.coinshares-bidco.com.

If CoinShares Shareholders have any questions about this announcement, the Scheme Circular or the completion and return of the Forms of Proxy, please contact CoinShares’ registrars, Computershare, on the shareholder helpline at +44 (0) 370 707 4040. The shareholder helpline will be available from 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in Jersey). Calls to the shareholder helpline from outside of Jersey will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Scheme of Arrangement, nor give financial, tax, investment or legal advice. If the Scheme of Arrangement is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, CoinShares Shares on Nasdaq Stockholm is expected to be the Business Day prior to the date of the Sanction Hearing and no transfers will be registered after 6.00 p.m. on that date. It is intended that, subject to the Scheme of Arrangement becoming Effective, application will be made to Nasdaq Stockholm to delist CoinShares Shares from Nasdaq Stockholm, with effect from or shortly following the Effective Date, and steps will be taken to re-register CoinShares as a private limited company under the relevant provisions of the Jersey Companies Law.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | [email protected]
Investor Relations | +44 (0)1534 513 100 | [email protected]

PRESS CONTACT

CoinShares
Benoît Pellevoizin
[email protected]

M Group Strategic Communications
Peter Padovano
[email protected]

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

IMPORTANT INFORMATION

General

This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.

Additional Information and Where to Find It

The acquisition of the entire issued and to be issued share capital of CoinShares by Odysseus Cayman will be made solely by means of the Scheme Circular (and the accompanying Forms of Proxy), which will contain the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement. Any decision in respect of the Scheme of Arrangement should be made only on the basis of the information contained in the Scheme Circular.

CoinShares urges CoinShares Shareholders to read the Scheme Circular because it contains important information relating to the Scheme of Arrangement and the Transaction, including details of how to vote in respect of the Scheme of Arrangement. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or a prospectus equivalent document.

In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

No Offer or Solicitation

The information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.

Further details in relation to Overseas Shareholders are contained in the Scheme Circular.

This announcement and any accompanying documents have been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.

The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.

Sanctions Disqualified Shareholders

Sanctions Disqualified Shareholders should refer to paragraph ‎28 of Part 1 (Letter from the Chair of CoinShares) of the Scheme Circular in respect of the implications of the Scheme of Arrangement and the Transaction on their holdings of Scheme Restricted Shares.

Additional Information for U.S. Investors

The Scheme of Arrangement relates to the securities of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the Jersey Companies Law. This announcement and certain other documents relating to the Transaction have been or will be prepared in accordance with Jersey law disclosure requirements, format and style, all of which differ from the disclosure and other requirements of United States securities laws. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements of and practices applicable in Jersey to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.  Except in relation to Non-IFRS financial measures, any financial statements or other financial information included in this announcement and the Scheme Circular has been or will have been prepared in accordance with (i) with respect to CoinShares, accounting standards applicable in Jersey, which may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP and (ii) with respect to the Vine Hill Group, U.S. GAAP and the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). U.S. GAAP differs in certain significant respects from accounting standards applicable in Jersey. None of the financial statements or other financial information relating to CoinShares in this announcement and the Scheme Circular has been audited in accordance with auditing standards generally accepted in the United States.

Odysseus Cayman, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, CoinShares Shares outside of the United States, other than pursuant to the Scheme of Arrangement, until the date on which the Scheme of Arrangement becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, these purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Jersey and Sweden and the United States.

It may be difficult for U.S. holders to enforce their rights and claims arising out of the U.S. federal securities laws, since CoinShares and Odysseus Holdings are located in countries other than the U.S, and all of their officers and directors are residents of countries other than the U.S. holders may not be able to claim against a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult or impossible for CoinShares U.S. Shareholders to effect service of process within the United States upon Odysseus Cayman or CoinShares, as applicable, their respective officers or directors or the experts named herein, or to realise, against them, upon judgments of courts of the United States based on civil liabilities, whether or not predicated solely upon United States federal and state securities laws. In addition, CoinShares U.S. Shareholders should not assume that the courts of Jersey: (a) would enforce judgments of United States courts obtained in actions against such persons based on civil liabilities; or (b) would enforce, in original actions, liabilities against such persons based on civil liabilities, in either case whether or not predicated solely upon U.S. federal and state securities laws.

Scheme Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme of Arrangement in their particular circumstances.

Forward-Looking Statements

This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this announcement, together with all information incorporated by reference into the Scheme Circular, will be, available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.

Request to receive documents in hard copy form

A hard copy of this announcement or the Scheme Circular may be requested by contacting CoinShares’ registrars, Computershare on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Scheme of Arrangement nor give any financial, investment, legal or tax advice.
General

If you are in any doubt as to the contents of this announcement or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on CoinShares’ current expected dates for the implementation of the Scheme of Arrangement and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to CoinShares Shareholders by announcement through Nasdaq Stockholm, with such announcement being made available on CoinShares’ website at https://investor.coinshares.com/us-listing.

References to times in this timetable are to Greenwich Mean Time (GMT), unless otherwise stated.

EventTime and/or datePublication of the Scheme Circular18 February 2026Latest time for lodging Forms of Proxy for the: Jersey Court Meeting (BLUE form)9.00 a.m. on 17 March 2026(1)Scheme General Meeting (WHITE form)9.15 a.m. on 17 March 2026(2)Voting Record Time6.30 p.m. on 17 March 2026(3)Jersey Court Meeting9.00 a.m. on 19 March 2026Scheme General Meeting9.15 a.m. on 19 March 2026(4)  The following dates are indicative only and are subject to change (including as may be agreed by CoinShares and Odysseus Cayman from time to time) Last day of dealings in, and for the registration of transfers of, CoinShares Shares on Nasdaq StockholmD - 1 Business DaySanction Hearing (to sanction the Scheme)currently expected to be held on 30 March 2026), subject to Court approval and the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date (“D”)(5)Suspension of trading of CoinShares Shares on Nasdaq Stockholm5.30 a.m. (Sweden time) on D  Settlement of final trades in Euroclear Sweden of CoinShares Shares on Nasdaq StockholmD + 1 Business DayCoinShares Shares to be repositioned from Euroclear Sweden’s account in CREST to underlying beneficial holders’ accounts in CRESTD + 2-5 Business DaysLast day for registration of transfers of, and disablement in CREST of CoinShares SharesD + 6 Business DaysScheme Record Time6.00 p.m. on D + 6 Business DaysEffective DateD + 7 Business Days(6)Delisting of CoinShares Shares on Nasdaq Stockholmby 5.30 a.m. (Sweden time) on D + 7 Business DaysIssue of New Odysseus Holdings Sharesat or shortly after 9.00 a.m. (New York time) on D + 7 Business DaysListing of New Odysseus Holdings Shares on Nasdaqat or shortly after 9.30 a.m. (New York time) on D + 8 Business DaysLong Stop Date8 June 2026(7) Notes
(1)             It is requested that BLUE Forms of Proxy for the Jersey Court Meeting be lodged not later than 9.00 a.m. on 17 March 2026 or, if the Jersey Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Jersey Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Jersey Court Meeting is not returned by such time, it may be handed to a representative of CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, or to the Chair of the Jersey Court Meeting before the start of the Jersey Court Meeting (or any adjournment of it) and it will be valid.
(2)             In order to be valid, the WHITE Forms of Proxy for the Scheme General Meeting must be lodged not later than 9.15 a.m. on 17 March 2026 or, if the Scheme General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme General Meeting (excluding any part of such 48-hour period falling on a non-working day).
(3)             If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.
(4)             To commence at 9.15 a.m. or, if later, as soon thereafter as the Jersey Court Meeting shall have concluded or adjourned.
(5)             The Sanction Hearing is currently expected to be held on 30 March 2026 at the Royal Court of Jersey, Royal Court House, Royal Square, St. Helier, Jersey JE1 1JG. These dates are indicative only and are subject to change and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order (and any act of court in connection with the Scheme) is delivered to the Jersey Registrar of Companies. Participants in the CoinShares Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the CoinShares Share Plan, including details of any appropriate proposals being made and dates and times relevant to them. Scheme Shareholders are entitled to attend and be heard at the Sanction Hearing, should they wish to do so, in person or through their counsel.
(6)             Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order (and any act of court in connection with the Scheme) being delivered to the Jersey Registrar of Companies. This is presently expected to occur on 10 April 2026 being 7 Business Days after the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.
(7)             This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as CoinShares and Odysseus Cayman may agree (and as the Court may allow, should such approval be required).

NOTICE IS HEREBY GIVEN that a general meeting of the Company (in this Notice of Scheme General Meeting, the “Scheme General Meeting”) will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026 at 9.15 a.m. (or, if later, as soon thereafter as the Jersey Court Meeting (as defined in the scheme circular published today by the Company (the “Scheme Document”) of which this Notice of Scheme General Meeting forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution. The Scheme General Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for CoinShares Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”).

Unless the context requires otherwise, any capitalised term used but not defined in this Notice of Scheme General Meeting shall have the meaning given to such term in the Scheme Document of which this Notice of Scheme General Meeting forms part.

SPECIAL RESOLUTION

THAT:

for the purpose of giving effect to the scheme of arrangement dated 18 February 2026 between the Company and the Scheme Shareholders (as defined in the said scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chair thereof, in its original form or with or subject to such modification, addition or condition proposed by the Company and approved or imposed by the Court (the “Scheme”), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 35: “35.      SHARES NOT SUBJECT TO SCHEME OF ARRANGEMENT

35.1     In this Article, references to the "Scheme" are to the scheme of arrangement between the Company and the Scheme Shareholders (as defined in the Scheme) dated 18 February 2026 (with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company to implement the direct or indirect acquisition of the entire issued and to be issued share capital of the Company (other than the Excluded Shares (as defined in the Scheme)) by Odysseus (Cayman) Limited (“Odysseus Cayman”)) under Article 125 of the Companies (Jersey) Law 1991 and terms defined in the Scheme shall (unless otherwise defined in these Articles) have the same meanings in this Article.

35.2     Notwithstanding any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any shares (other than to Odysseus Cayman (or its nominee(s))) at or prior to the Scheme Record Time such shares shall be issued subject to the terms of the Scheme and the original or subsequent holder or holders of such shares shall be bound by the Scheme accordingly. 

35.3     Notwithstanding any other provision of these Articles, if any shares are issued or transferred out of treasury to any person other than Odysseus Cayman (or its nominee(s)) (i) before the Scheme Record Time (but after the Voting Record Time) and (ii) at or after the Scheme Record Time (each a “Post-Scheme Share”) they will, provided that the Scheme has become effective, be immediately transferred to Odysseus Cayman (or as Odysseus Cayman may otherwise direct) in exchange for the issue or transfer to the relevant allottees of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio, as if each such share had been a Scheme Share.

35.4     Notwithstanding any other provisions of these Articles, subject to the Scheme becoming Effective, the rights and entitlements which would otherwise be exercisable in respect of or attach to any Scheme Restricted Shares will not be exercisable or apply in respect of such Scheme Restricted Shares for as long as a direct or indirect interest holder in such Scheme Restricted Shares is a Sanctions Disqualified Shareholder including, without limitation:

35.4.1  the right to receive notice of, be present at or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll, and any votes purported to be cast by or on behalf of such member in respect of the Scheme Restricted Shares at a general meeting or at a separate meeting of the holders of a class of shares will be disregarded;

35.4.2  the right to receive notices or documents (including, without limitation, share certificates, annual reports, accounts and resolutions) from or in respect of the Company;

35.4.3  the right to transfer such Scheme Restricted Shares or have such transfer be registered and any purported transfer of such Scheme Restricted Shares will be void;

35.4.4  the right to a further issuance of shares in respect of any such Scheme Restricted Shares or in pursuance of an offer made to the holders of shares in the Company; and

35.4.5  any right to receive payment of sums due from the Company on such Scheme Restricted Shares, whether in respect of distributions, of capital pursuant to any share buyback or otherwise and any such payment or other money payable in respect of such Scheme Restricted Shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and be paid into a blocked or frozen account (as applicable) in accordance with applicable Sanctions.

35.5     Subject to the Scheme becoming Effective, upon each direct and indirect interest holder of Scheme Restricted Shares ceasing to be a Sanctions Disqualified Shareholder or Odysseus Cayman having obtained the requisite licences in accordance with all applicable Sanctions to acquire such Scheme Restricted Shares in the manner set out in this Article 35 (at such point, such shareholder becoming a “Non-Restricted Holder” and such shares becoming “Non-Restricted Shares”), Odysseus Cayman may, in its sole and unfettered discretion, serve written notice on the Non-Restricted Holder obliging it to transfer each such Non-Restricted Share immediately to Odysseus Cayman (or as it may direct) free from all Encumbrances. Such transfer shall be in exchange for the issue and transfer to the Non-Restricted Holder of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio (subject to Article 35.6), as if such Non-Restricted Share had been a Scheme Share. Any amounts withheld by the Company pursuant to Article 35.4.5 shall also be released to the Non-Restricted Holder upon the later of (i) the transfer of such Non-Restricted Shares to Odysseus Cayman (or as it may direct) or (ii) the satisfaction of any remaining Sanctions restrictions in respect of the payment of such amounts.

35.6     On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article ‎35.3 shall be adjusted by the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.

35.7     To give effect to any such transfer required by this Article, the Company may appoint any person as attorney and/or agent for the relevant new member to execute a form of transfer on behalf of the new member in favour of Odysseus Cayman and/or one or more of its nominee(s) and to do all such things and execute and deliver such documents as may, in the opinion of the agent, be necessary or desirable to vest such shares in Odysseus Cayman and/or one or more of its nominee(s). Pending the registration of Odysseus Cayman and/or one or more of its nominee(s) as the holder of any share to be transferred pursuant to this article, Odysseus Cayman shall be empowered to appoint a person nominated by the board of Directors to act as attorney or agent on behalf of each holder of any such share in accordance with such directions as Odysseus Cayman and/or one or more of its nominee(s) may give in relation to any dealings with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s) but not otherwise. If an attorney or agent is so appointed, the new member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s)) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Odysseus Cayman and/or one or more of its nominee(s).

35.8     With effect from the Transfer Time, any person appointed by Odysseus Cayman may execute and deliver such documents or provide such instructions or notices on behalf of a Sanctions Disqualified Shareholder as may be necessary to dematerialise any shares held by that Sanctions Disqualified Shareholder or otherwise cancel entitlements to such shares held within the CREST system so as to cause such shares to become certificated holdings.

35.9     Notwithstanding any other provision of these Articles, both the Company and the Board may refuse to register the transfer of any shares between the Scheme Record Time and the Effective Date other than to Odysseus Cayman and/or one or more of its nominee(s) pursuant to the Scheme.

35.10   If the Scheme shall not have become effective by the date referred to in clause 7(B) of the Scheme (or such later date (if any) as Odysseus Cayman and the Company may agree and the Court may allow, if such consent is required), this Article shall be of no effect.”

subject to and conditional upon the Scheme becoming Effective, pursuant to Article 16 of the Companies (Jersey) Law 1991, the Company changes its status to become a private company; and subject to and conditional upon the Scheme becoming Effective, the New CoinShares Articles (as made available on CoinShares’ website at https://investor.coinshares.com/us-listing) be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company. 18 February 2026

By order of the Board of COINSHARES INTERNATIONAL LIMITED
2nd Floor
2 Hill Street
St Helier
Jersey
JE2 4UA

Notes:

The Scheme General Meeting will take place using a hybrid format incorporating physical and online participation via the Virtual Meeting Platform.Scheme Shareholders and CoinShares Shareholders that intend to participate in the Scheme General Meeting remotely should refer to the further details provided below in relation to the Virtual Meeting Platform and also in the Virtual Meeting Guide.CoinShares Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Scheme General Meeting via the Virtual Meeting Platform.CoinShares Shareholders can access the Virtual Meeting Platform for the Scheme General Meeting by visiting meetnow.global/COIJGM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari and can be accessed using a personal computer, smartphone or tablet device. To remotely attend, submit questions and/or vote at the Scheme General Meeting using this method, please go to meetnow.global/COIJGM2026.Once you have accessed meetnow.global/COIJGM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. Your SRN can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 or email #[email protected] to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Scheme General Meeting. These credentials will be issued one Business Day prior to the Scheme General Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Scheme General Meeting.Access to the Scheme General Meeting via the Virtual Meeting Platform will be available from 8.45 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 (calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate) or email #[email protected]. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.Although access to the meetings will be available from 8.45 a.m. on 19 March 2026, voting functionality will not be enabled until the Chair of the Scheme General Meeting declares the poll open. Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Scheme General Meeting. During the Scheme General Meeting, you must ensure you are connected to the internet at all times in order to submit questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Scheme General Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Scheme General Meeting via the Virtual Meeting Platform online and is available on the Company’s website at https://investor.coinshares.com/us-listing.If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Scheme General Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.Under the CoinShares Articles, a majority of not less than sixty-seven per cent of those voting at the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) or by proxy is required to vote in favour of the resolution.CoinShares Shareholders entitled to attend and vote at the Scheme General Meeting are entitled to appoint one or more proxies to exercise all and any of their rights to attend, to speak and to vote on their behalf at the Scheme General Meeting. Where a member appoints more than one proxy in relation to the Scheme General Meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company but must attend the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform).In the case of joint holders, the vote of the senior who tenders a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of any other joint holders and for this purpose seniority will be determined by the order in which the names are recorded in the Company’s register of members.If you wish to appoint a proxy, please use the WHITE form of proxy made available on CoinShares website at https://investor.coinshares.com/us-listing. In the case of joint shareholders, only one need sign the WHITE form of proxy. The completion and return of the WHITE form of proxy will not stop you from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Scheme General Meeting should you wish to do so and are so entitled. If you have appointed a proxy and attend the Scheme General Meeting and vote in person or via the Virtual Meeting Platform, your proxy appointment will automatically be terminated.To be valid, the WHITE form of proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be received at the offices of Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, by no later than 9.15 a.m. on 17 March 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the form of proxy. In the case of a shareholder which is a corporation, the form of proxy must be executed under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf. To appoint more than one proxy using a form of proxy you may print multiple copies of the form of proxy.Alternatively, a member may appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. To be valid, your proxy appointment and instructions must be received by no later than the deadline set out in note 12 above. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending and voting in person or via the Virtual Meeting Platform at the meeting should you wish to do so.Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received after the relevant cut-off time will be disregarded.If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your intention to revoke your proxy appointment to Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare no later than 9.15 a.m. on 17 March 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then your proxy appointment will remain valid.Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly (under CREST participant ID 3RA50) authenticated in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent by 9.15 a.m. on 17 March 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her or its CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.The Directors of the Company will interpret any ambiguous proxy appointments. The Chair of the Scheme General Meeting will, in his capacity as proxy, interpret any voting instructions he receives. Their respective determinations shall be final.The Company, pursuant to Article 40 of the Companies Uncertificated Securities (Jersey) Order 1999, specifies that only those members registered in the register of members of the Company as at than 6.30 p.m. on 17 March 2026 or, in the event that the Scheme General Meeting is adjourned, in the Company’s register of members 48 hours before the time of any adjourned meeting(s) (excluding any part of such 48-hour period falling on a non-working day), shall be entitled to attend or vote at the Scheme General Meeting or any adjournment thereof in respect of the number of shares registered in their name at that time. Changes to the Company’s register of members after that time will be disregarded in determining the rights of any person to attend or vote at the Scheme General Meeting or any adjournment thereof.As at the Latest Practicable Date, the Company’s issued share capital comprised 66,678,210 ordinary shares of £0.000495 each carrying one vote each and 1,139,537 shares held in treasury. Therefore, the total voting rights of the Company as at the Latest Practicable Date are 65,538,673 (excluding shares held in treasury).Any member attending the Scheme General Meeting has a right to ask questions. Questions will be moderated before being put to the Chair of the Meeting to avoid repetition and ensure that the questions relate to the formal business of the Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Company must cause to be answered any such question relating to the business being dealt with at the Scheme General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Scheme General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under Jersey Companies Law; or (d) it is undesirable in the interests of CoinShares or the good order of the Scheme General Meeting that the question be answered.Voting on the resolution at the Scheme General Meeting will be conducted by a poll rather than a show of hands. Every member who is present or by proxy shall, on a poll, have one vote for each share of which he or she or it is the holder. Please note that only CoinShares Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Scheme General Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons. About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | [email protected]
Investor Relations | +44 (0)1534 513 100 | [email protected]

PRESS CONTACT

CoinShares
Benoît Pellevoizin
[email protected]

M Group Strategic Communications
Peter Padovano
[email protected]

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

Investors sold Apple stock on worries regarding AI feature delays and a strongly worded letter from regulators.

The latest tech rout has taken a serious bite out of Apple (AAPL +3.12%). The stock is down nearly 6% year to date, but it plummeted 8% in just the past week.

The sell-off was driven mostly by shorter-term concerns, including an FTC warning letter and possible delays with some of Apple's AI features. Lastly, a huge swath of the software and tech market was affected in early February as investors weighed how deeply AI companies would disrupt entire industries.

Today's Change

(

3.12

%) $

7.98

Current Price

$

263.76

Apple's ripe for renewed excitement This is going to be a pivotal year for Apple. The tech giant has been criticized in recent years for a lack of innovation in its products. In 2026, however, Apple is expected to launch Siri 2.0 powered by Alphabet's Google Gemini. The iPhone 18 will be released in the fall. A few other products will also hit the market, including a cheaper MacBook, a smart home device, a preview of its smart glasses, and the M5 chip.

Apple needs to prove it remains the design and technology leader that consumers know it to be. Still, long-term investors shouldn't be overly concerned with Apple's recent dip, and in fact, it now presents a good opportunity to buy Apple while it's slightly down.

Apple's financials are still elite. The tech company released its first quarter 2026 earnings on Jan. 29. Apple saw a 16% year-over-year increase in revenue, worth $143.8 billion. Strong iPhone sales were the driving reason behind much of the success. Diluted earnings per share were also up 19% in the same time period.

CEO Tim Cook said he was proud of the remarkable and record-breaking quarter that was well above company expectations. Apple also announced its quarterly cash dividend of $0.26 per share. The consistent dividend is yet another reason for Apple investors to ignore short-term fears.

Image source: Getty Images.

Put on your noise-cancelling headphones Ultimately, the sell-off of Apple's stock was a bit overblown. The warning letter the company received from federal regulators was due to perceived bias in Apple News. This signaled that the relationship between Tim Cook and the Trump Administration may be fraying. At this point, the letter is mostly criticism from federal regulators and nothing more.

Apple is also still on track with its product timeline. The release of Siri 2.0 is imminent, and when it is released will likely compete with other top chatbots.

There is a lot of short-term noise surrounding Apple right now, but 2026 could be a tremendous year for the tech giant on the product side. For buy-and-hold investors, a 6% dip is a terrific opportunity. Ignore the panic, buy the fundamentals and track record.

Analyst’s Disclosure: I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

Seeking Alpha's Disclosure: Past performance is no guarantee of future results. No recommendation or advice is being given as to whether any investment is suitable for a particular investor. Any views or opinions expressed above may not reflect those of Seeking Alpha as a whole. Seeking Alpha is not a licensed securities dealer, broker or US investment adviser or investment bank. Our analysts are third party authors that include both professional investors and individual investors who may not be licensed or certified by any institute or regulatory body.

TEL AVIV, Israel & ST. LOUIS--(BUSINESS WIRE)--ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the fourth quarter and full year ended December 31, 2025. For the fourth quarter, consolidated sales of $1,701 million were up 6% versus $1,601 million in the fourth quarter of 2024. Operating income was ($16) million versus $147 million, while adjusted operating income of $223 million was up 17% versus $190 million in 2024. Adjusted EBITDA of $380 million was up 10% versus $347 million in the fourth quarter of 2024. Diluted earnings per share were ($0.06) in the fourth quarter, versus $0.06 in the prior year, while adjusted diluted EPS of $0.09 was up 13% versus $0.08.

In the fourth quarter, ICL incurred adjustments totaling $239 million, and the company views these charges as unusual. The adjustments include approximately $122 million for activities related to the execution of ICL’s new strategy. These efforts are essential in moving ICL forward and designed to help fund the company’s profitable growth engines – specialty crop nutrition and specialty food solutions. These advancements will help the company redirect its resources toward better-aligned opportunities and include the discontinuation of ICL’s LFP battery materials projects in St. Louis and in Spain, efficiency improvements at some of our R&D facilities in Israel, and an impairment of assets in the UK. These adjustments also include an $80 million provision for prior years following a Supreme Court ruling regarding water extraction fees in the Dead Sea concession area.

For the full year, consolidated sales were $7,153 million and up 5% versus $6,841 million in 2024. Operating income was $580 million versus $775 million in 2024, while adjusted operating income was $873 million in both 2025 and 2024. Annual adjusted EBITDA of $1,488 million was up slightly versus $1,469 million in 2024. Diluted earnings per share for 2025 were $0.18 versus $0.32 in 2024, while adjusted diluted EPS was $0.36 versus $0.38. Operating cash flow was $1,056 million in 2025. In 2025, the Company distributed approximately $224 million in dividends to its shareholders.

“ICL delivered a solid finish to 2025, with fourth quarter sales increasing 6% to $1.7 billion and adjusted EBITDA improving 10% to $380 million. All four of our segments delivered sales growth, with sales for our Industrial Products, Phosphate Solutions and Growing Solutions segments up 4% in the fourth quarter, and we remain committed to growing our leadership position in these segments,” said Elad Aharonson, president and CEO of ICL. “Throughout 2025, we benefitted from our distinctive global presence and relied on our regionally diversified operations to expand our specialties solutions offerings to our global customers using local production. This focus helped us to deliver a 5% increase in sales in 2025.

“This momentum is expected to carry us into 2026, and we are looking forward to executing against our new strategic principles in the coming years. For this year, we expect our two growth engines – specialty crop nutrition, which is part of Growing Solutions, and specialty food solutions, part of our Phosphate Solutions – to help drive improvement, and this will be via M&A, like our recent acquisition of Bartek Ingredients, and as we expand geographically. At the same time, we will stay focused on our core mission of driving profitable growth in all of our specialty businesses, while strengthening our leadership across all business segments.

“This focus has resulted in a review of our capital allocation priorities and an evaluation of non-synergistic and low-potential activities, including the discontinuation of our downstream expansion into cathode active materials for LFP batteries and a sales review of our Boulby operations in the UK, where we are exploring divestment opportunities. We expect to share updates on our strategic efforts throughout 2026 and look forward to strengthening and growing ICL for the long-term.”

For 2026, the Company expects consolidated adjusted EBITDA to be between $1.4 billion to $1.6 billion. For Potash sales volumes, the company expects between 4.5 million and 4.7 million metric tons in 2026. (1a)

The international earnings call will begin today at 8:30 a.m. New York time (1:30 p.m. London and 3:30 p.m. Tel Aviv). The dial-in number for financial analysts in North America is (800) 549-8228, or (289) 819-1520 for international analysts, and the conference ID is 71097. Employees, the media and the public are invited to listen to the call using the webcast link found at ICL Group Investors Relations - Reports News & Events.

Financial Figures and non-GAAP Financial Measures

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$

millions

% of

Sales

$

millions

% of

Sales

$

millions

% of

Sales

$

millions

% of

Sales

Sales

1,701

-

1,601

-

7,153

-

6,841

-

Gross profit

468

28

535

33

2,186

31

2,256

33

Operating income (loss)

(16)

(1)

147

9

580

8

775

11

Adjusted operating income (1)

223

13

190

12

873

12

873

13

Net income (loss) attributable to the Company's shareholders

(73)

(4)

70

4

226

3

407

6

Adjusted net income attributable to the Company’s shareholders (1)

121

7

104

6

465

7

484

7

Diluted earnings per share (in dollars)

(0.06)

-

0.06

-

0.18

-

0.32

-

Diluted adjusted earnings per share (in dollars) (2)

0.09

-

0.08

-

0.36

-

0.38

-

Adjusted EBITDA (2)

380

22

347

22

1,488

21

1,469

21

Cash flows from operating activities (3)

314

-

452

-

1,056

-

1,468

-

Purchases of property, plant and equipment and intangible assets (3)

252

-

267

-

824

-

713

-

Segment Information

Industrial Products

The Industrial Products segment produces bromine from a highly concentrated solution in the Dead Sea and bromine‑based compounds at its facilities in Israel, the Netherlands and China. In addition, the segment produces several grades of salts, magnesium chloride, magnesia-based products, phosphorus-based products and functional fluids.

Results of operations and key indicators

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Segment Sales

296

280

1,254

1,239

Sales to external customers

294

275

1,238

1,220

Sales to internal customers

2

5

16

19

Segment Operating Income

52

55

220

224

Depreciation and amortization

16

15

60

57

Segment EBITDA

68

70

280

281

Capital expenditures

28

38

81

94

Significant highlights for the fourth quarter

Flame retardants: Sales of bromine-based products remained flat year-over-year, as higher prices were offset by lower volumes due to continued weak demand. Sales of phosphorus-based products were also flat year-over-year, driven mainly by lower volumes in Europe, offset by higher volumes and prices in the US following duties on imports of tris (2-chloro-1-methylethyl) phosphate (TCPP) from China. Elemental bromine: Sales increased year-over-year, as higher prices offset lower volumes. Clear brine fluids: Sales increased year-over-year, driven by higher demand in South America and Europe. Specialty minerals: Sales increased year-over-year, driven by higher demand for magnesium chloride for deicing in the US following an early snowfall, which resulted in strong pre-season sales. This was partially offset by lower sales in certain industrial applications. Results analysis for the period October – December 2025

Sales

Expenses

Operating income

$ millions

Q4 2024 figures

280

(225)

55

Quantity

(13)

10

(3)

Price

24

-

24

Exchange rates

5

(13)

(8)

Raw materials

-

1

1

Energy

-

(1)

(1)

Transportation

-

4

4

Operating and other expenses

-

(20)

(20)

Q4 2025 figures

296

(244)

52

  Quantity – The negative impact on operating income was primarily due to lower sales volumes of bromine-based flame retardants and phosphorus-based industrial solutions, partially offset by higher sales volumes of clear brine fluids. Price – The positive impact on operating income was primarily due to higher selling prices of bromine-based industrial solutions, bromine-based flame retardants, specialty minerals, and phosphorus- based flame retardants. Exchange rates – The unfavorable impact on operating income was mainly driven by higher operational costs due to the appreciation of the average exchange rate of the Israeli shekel against the US dollar, which outweighed the positive impact on sales from the euro's appreciation. Operating and other expenses – The negative impact on operating income was mainly related to higher operational costs. Potash

The Potash segment produces and sells mainly potash, salts, magnesium and electricity. Potash is produced in Israel using an evaporation process to extract potash from the Dead Sea at Sodom and in Spain using conventional mining from an underground mine. The segment also produces and sells pure magnesium, magnesium alloys and chlorine. In addition, the segment sells salt products produced at its potash site in Spain. The segment operates a power plant in Sodom, which supplies electricity and steam to ICL facilities in Israel with any surplus electricity sold to external customers.

Results of operations and key indicators

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Segment Sales

473

422

1,714

1,656

Potash sales to external customers

370

315

1,308

1,237

Potash sales to internal customers

27

30

89

95

Other and eliminations (1)

76

77

317

324

Gross Profit

163

61

622

650

Segment Operating Income

86

69

298

250

Depreciation and amortization

64

61

254

242

Segment EBITDA

150

130

552

492

Capital expenditures

124

116

367

332

Potash price - CIF ($ per tonne)

348

285

316

299

Significant highlights for the fourth quarter

ICL's potash price (CIF) per tonne was $348 in the fourth quarter, reflecting a 22% increase year-over-year. The Grain Price Index declined by 4.4% in the fourth quarter. While corn, wheat, and soy increased quarter-over-quarter by 2.6%, 0.1%, and 5.1%, respectively, rice declined by 15.7% due to expectations of global oversupply. On a year-over-year basis, the Index declined by 13.9%, as corn and soy increased by 0.6% and 8.6%, respectively, while wheat and rice decreased by 10.7% and 31.1%, respectively. The WASDE (World Agricultural Supply and Demand Estimates) report, published by the USDA in January 2026, showed a continued decrease in the expected ratio of global inventories of grains to consumption to 26.7% for the 2025/26 agriculture year, compared to 26.9% for the 2024/25 agriculture year, and 28.3% for the 2023/24 agriculture year. In December 2025, under ICL's 2025–2027 Chinese framework agreements, the Company signed contracts with its Chinese customers to supply 750,000 tonnes of potash, with a mutual option for an additional 330,000 tonnes, to be supplied during 2026 at a price of $348 per tonne. This rate was in line with recent industry contract settlements. Metal Magnesium: Sales decreased year-over-year due to lower sales volumes. Additional segment information

Global potash market - average prices and imports:

Average prices

10-12/2025

10-12/2024

VS Q4 2024

7-9/2025

VS Q3 2025

Granular potash – Brazil

CFR spot

($ per tonne)

355

288

23.3%

360

(1.4)%

Granular potash – Northwest Europe

CIF spot/contract

(€ per tonne)

365

338

8.0%

365

0.0%

Standard potash – Southeast Asia

CFR spot

($ per tonne)

373

292

27.7%

370

0.8%

Potash imports

To Brazil

million tonnes

2.5

2.9

(13.8)%

4.0

(37.5)%

To China

million tonnes

4.0

3.4

17.6%

2.4

66.7%

To India

million tonnes

1.0

1.2

(16.7)%

0.9

11.1%

  Sources: CRU (Fertilizer Week Historical Price: December 2025), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data, Global Trade Tracker (GTT).

    Potash – Production and Sales

Thousands of tonnes

10-12/2025

10-12/2024

1-12/2025

1-12/2024

Production

1,222

1,178

4,377

4,502

Total sales (including internal sales)

1,200

1,259

4,320

4,556

Closing inventory

286

229

286

229

  Fourth quarter 2025

Production – Production was 44 thousand tonnes higher year-over-year, mainly due to a planned production shutdown at our Spanish plant in Q4 2024 that reduced production in that period. Sales - The quantity of potash sold decreased by 59 thousand tonnes year-over-year due to adverse weather conditions toward year-end that disrupted loading operations at Ashdod Port and led to lower sales volumes mainly in the US and Europe. Full year 2025

Production – Production was 125 thousand tonnes lower year-over-year, mainly due to operational challenges. Sales – The quantity of potash sold was 236 thousand tonnes lower year-over-year, mainly due to lower production in the first half of the year and adverse weather conditions toward year-end that disrupted loading operations at Ashdod Port, leading to reduced sales volumes primarily in the US and South America. Results analysis for the period October – December 2025

Sales

Expenses

Operating income

$ millions

Q4 2024 figures

422

(353)

69

Quantity

(11)

1

(10)

Price

55

-

55

Exchange rates

7

(13)

(6)

Raw materials

-

2

2

Energy

-

(6)

(6)

Transportation

-

(1)

(1)

Operating and other expenses

-

(17)

(17)

Q4 2025 figures

473

(387)

86

Quantity – The negative impact on operating income was primarily due to lower potash sales volumes in the US and Europe, as well as decreased sales volumes of magnesium. This was partially offset by higher potash sales volumes in China, India and Brazil. Price – The positive impact on operating income was primarily driven by a $63 year-over-year increase in the potash price (CIF) per tonne. Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar, which outweighed their positive impact on sales. Energy – The negative impact on operating income was primarily driven by higher water fees and electricity prices. Operating and other expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs, as well as higher royalty payments. Phosphate Solutions

The Phosphate Solutions segment operates ICL’s phosphate value chain and uses phosphate rock and fertilizer-grade phosphoric acid to produce phosphate-based specialty products with higher added value, as well as to produce and sell phosphate-based fertilizers.

Results of operations and key indicators

10-12/2025 (1)

10-12/2024

1-12/2025 (2)

1-12/2024

$ millions

$ millions

$ millions

$ millions

Segment Sales

518

507

2,333

2,215

Sales to external customers

471

475

2,156

2,049

Sales to internal customers

47

32

177

166

Segment Operating Income

76

81

342

358

Depreciation and amortization

45

51

186

191

Segment EBITDA

121

132

528

549

Capital expenditures

94

147

336

340

Significant highlights for the fourth quarter

Commodity phosphate prices declined in Q4 2025, driven by seasonal slowdowns, high input costs, and mounting affordability concerns that triggered significant regional market shifts. In China, the phosphate export window closed in October 2025. Weak demand and poor sentiment pushed DAP FOB prices down $88/mt from September to December, while a severe sulphur shortage raised production costs, lifting domestic DAP prices by ~$32/mt (RMB225/mt) and leading to tighter, longer export restrictions for 2026. In the US, DAP FOB NOLA fell $209/mt from an August 2025 peak of $887/mt, mainly in Q4, driven by weak demand, affordability concerns, and sector uncertainty. Through September, DAP and MAP imports were down 41% year-over-year and 31% below the five-year average, with market dynamics further shaped by a Senate investigation and the removal of most fertilizer tariffs in November. In Brazil, Q4 phosphate prices softened, with MAP CFR falling from $760/mt in July to $630/mt by December 2025, as high prices and weak affordability weighed on consumption. Through November, DAP and MAP imports were well below the five-year average, partially offset by rising TSP and SSP imports as buyers sought cheaper alternatives. Indian phosphoric acid prices, negotiated quarterly, rose $32/mt to $1,290/mt P₂O₅ in Q4 2025. Q1 2026 prices are still under negotiation. Sulphur FOB Middle East ended the fourth quarter at $515/mt, up $188/mt quarter-over-quarter. This increase was driven by strong demand from the metals sector in Southeast Asia and the phosphate sector in China, and by tight availability, particularly from Russia and other countries in the former Soviet Union. The broader functional food ingredients market—valued at approximately $35 billion—is demonstrating strong growth, with a CAGR of 5% to 6%, fueled by global mega trends such as food security, health & lifestyle and dietary shifts towards protein enrichment. The industrial segment is being reshaped by the global energy transition, specifically the growth of Lithium Iron Phosphate (LFP) batteries, which is accelerating demand of purified phosphoric acid. This trend is most pronounced in China, which remains the global epicenter for LFP cathode production. White phosphoric acid (WPA): Sales increased year-over-year, driven mainly by higher volumes and prices, particularly in Asia. Sales of food grade white phosphoric acid (WPA FG) slightly decreased year-over-year, due to a shift in Chinese volumes toward products used in batteries. Sales of battery materials in China increased year-over-year, driven by higher volumes and prices and as the Company expanded its business in response to increased industry demand. As part of the Company’s strategic portfolio optimization efforts, ICL has shifted its approach to LFP battery materials. While the Company will continue supplying raw materials to battery customers, it will not move further downstream into cathode active materials. Accordingly, it discontinued its previously announced projects in St. Louis and Spain, following a review of shifting market dynamics and recent changes in government policies.

Industrial salts: Sales increased slightly year-over-year, driven by higher prices in Europe. Food specialties: Sales slightly increased versus the previous year and reflected growing volumes in North America and Asia, as part of the Company’s regional expansion strategy. In January 2026, the Company acquired 49.9% of Bartek Ingredients' shares, a global leader in food-grade malic and fumaric acids, serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets worldwide. These functional food ingredients are used by food and beverage companies to enhance flavour profiles, extend shelf life, and improve overall product quality.

Additional segment information

Global Phosphate Commodities market - average prices per tonne:

10-12/2025

10-12/2024

VS Q4 2024

7-9/2025

VS Q3 2025

DAP

CFR India Bulk Spot

721

637

13%

807

(11)%

TSP

CFR Brazil Bulk Spot

558

500

12%

603

(7)%

SSP

CPT Brazil inland 18-20% P2O5 Bulk Spot

287

270

6%

303

(5)%

Sulphur

Bulk FOB Adnoc monthly Bulk contract

394

139

183%

271

45%

  Source: CRU (Fertilizer Week Historical Prices, December 2025).

  Results analysis for the period October – December 2025

Sales

Expenses

Operating income

$ millions

Q4 2024 figures

507

(426)

81

Quantity

(21)

16

(5)

Price

23

-

23

Exchange rates

9

(13)

(4)

Raw materials

-

(36)

(36)

Energy

-

1

1

Transportation

-

(1)

(1)

Operating and other expenses

-

17

17

Q4 2025 figures

518

(442)

76

Quantity – The negative impact on operating income was primarily due to lower sales volumes of phosphate fertilizers, partially offset by higher sales volumes of white phosphoric acid (WPA), phosphate-based food additives, and of MAP used as a raw material for energy storage solutions. Price – The positive impact on operating income was primarily due to higher selling prices of phosphate fertilizers and salts, partially offset by lower selling prices of phosphate-based food additives. Exchange rates - The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro, Chinese yuan and the Israeli shekel against the US dollar, partially offset by higher sales driven primarily by stronger euro and yuan. Raw materials – The negative impact on operating income was primarily due to higher sulphur costs. Operating and other expenses – The positive impact on operating income was primarily related to lower operational expenses. Growing Solutions

The Growing Solutions segment aims to achieve global leadership in plant nutrition by enhancing its position in its core markets of agriculture, ornamental horticulture, turf and landscaping, and by targeting high-growth markets such as Brazil, India, and China. The segment leverages its unique R&D capabilities, substantial agronomic experience, global footprint, backward integration into potash, phosphate and polysulphate and its chemistry know-how, as well as its ability to integrate and generate synergies from acquired businesses. The segment continuously works to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant health solutions, which consists of enhanced efficiency and controlled release fertilizers (CRF), water-soluble fertilizers (WSF), liquid fertilizers, straights (MKP/MAP/PeKacid), FertilizerpluS, soil and foliar micronutrients, biostimulants, soil conditioners, seed treatment products and adjuvants.

Results of operations and key indicators

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Segment Sales

467

439

2,063

1,950

Sales to external customers

465

435

2,048

1,932

Sales to internal customers

2

4

15

18

Segment Operating Income

41

31

135

128

Depreciation and amortization

19

20

78

74

Segment EBITDA

60

51

213

202

Capital expenditures

41

44

95

98

    Significant highlights for the fourth quarter

Regional highlights:

Brazil: Sales increased year-over-year, mainly due to higher prices and exchange rate fluctuations, resulting in strong gross profit. Europe: Sales increased year-over-year, as higher selling prices and exchange rate fluctuations offset lower sales volumes. Improved pricing and products mix partially offset higher raw materials costs and drove higher gross profit. North America: Sales decreased year-over-year due to lower volumes, while improved pricing and product mix supported higher gross profit. Asia: Sales increased year-over-year mainly due to higher volumes, while elevated raw material costs pressured gross profit. Product highlights:

Specialty Agriculture (SA): Sales increased year-over-year, due to higher prices mainly for CRF, micronutrients and biostimulants in Brazil, as well as favorable exchange rate fluctuations for the Brazilian real and euro. This was partially offset by lower sales volumes, mainly in Brazil and Europe. Turf and Ornamental (T&O): Sales increased year-over-year, driven by higher sales volumes mainly CRF in Europe, as well as favorable exchange rate fluctuations of the euro. FertilizerpluS: Sales increased year-over-year, due to higher prices, mainly PK plus and potash pluS in Europe, together with favorable euro exchange rate movements. Results analysis for the period October – December 2025

Sales

Expenses

Operating income

$ millions

Q4 2024 figures

439

(408)

31

Quantity

(9)

9

-

Price

10

-

10

Exchange rates

27

(25)

2

Raw materials

-

(14)

(14)

Energy

-

3

3

Transportation

-

1

1

Operating and other expenses

-

8

8

Q4 2025 figures

467

(426)

41

Quantity – The impact on operating income was neutral, mainly as lower sales volumes of FertilizerpluS products offset higher sales volumes of turf and ornamental products. Price – The positive impact on operating income was due to higher selling prices of specialty agriculture and FertilizerpluS products. This impact was partially offset by lower prices of turf and ornamental products. Exchange rates – The favorable impact on operating income was mainly due to higher sales resulting from the appreciation of the Brazilian real and euro against the US dollar, which outweighed their negative impact on operational costs. Raw materials – The negative impact on operating income was primarily related to higher costs of sulphur, commodity fertilizers, and nitrogen. Operating and other expenses – The positive impact on operating income was primarily related to lower operational costs. Financing expenses, net

Net financing expenses in the fourth quarter of 2025 totaled $45 million, compared to $33 million in the corresponding quarter last year, reflecting an increase of $12 million.

Tax expenses

In the fourth quarter of 2025, the Company’s reported tax expenses amounted to $2 million, compared to $33 million in the corresponding quarter of last year, reflecting an effective tax rate of 3% and 29%, respectively. Adjusted tax expenses totaled $47 million, compared to $42 million in the corresponding period of last year, reflecting an effective tax rate of 26% and 27%, respectively.

Liquidity and Capital Resources

As of December 31, 2025, the Company’s cash, cash equivalents, short-term investments and deposits amounted to $496 million compared to $442 million as of December 31, 2024. In addition, the Company maintained about $1.1 billion of unused credit facilities, as of December 31, 2025.

Outstanding net debt

As of December 31, 2025, ICL’s net financial liabilities amounted to $2,260 million, an increase of $409 million compared to December 31, 2024. In addition, as of December 31, 2025, the fair value balance of currency and interest rate swap transactions (CCS) economically reduces our finance liabilities by approximately $51 million.

Debentures

In December 2025, the Company repaid NIS 33 million (approximately $10 million) of Series G debentures, as scheduled.

Subsequent to date of the report, in January 2026, the Company repaid a $46 million private placement bond, as scheduled.

Credit facilities

Sustainability-linked Revolving Credit Facility (RCF)

As of December 31, 2025, the Company had utilized about $497 million of its $1,550 million credit facility framework.

Securitization

In December 2025, the Company signed a new securitization agreement with four international banks for a committed amount of $350 million and an additional uncommitted $100 million, maturing in December 2030. This agreement replaces the prior securitization facility, which recently matured, and includes slightly improved terms compared to the previous agreement. As of December 31, 2025, ICL had utilized approximately $325 million of the facility.

Ratings and financial covenants

Fitch Ratings

In May 2025, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook on the long-term issuer default rating is stable.

S&P Ratings

In July 2025, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of 'BBB-' with a stable rating outlook. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating outlook.

Financial covenants

As of December 31, 2025, the Company was in compliance with all of the financial covenants stipulated in its financing agreements.

Dividend Distribution

In connection with ICL’s fourth quarter 2025 results, the Board of Directors declared a dividend of 4.65 cents per share, or approximately $60 million. The dividend will be paid on March 25, 2026. The record date is March 10, 2026.

About ICL

ICL Group Ltd. is a global leader in agriculture, food and industrial solutions, utilizing its unique mineral resources and extensive expertise to address key sustainability challenges related to food security and access to essential minerals. ICL is focused on driving long-term growth through its specialty agriculture and food businesses, while strategically managing its bromine, potash, and phosphate mineral resources. ICL’s global professional workforce is dedicated to expanding its growth engines and efficiently operating – both structurally and economically – while maintaining and optimizing its core operations. The Company’s operations are organized under four segments: Industrial Products (Bromine), Potash, Phosphate Solutions and Growing Solutions.

We disclose in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Our management uses adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA to facilitate operating performance comparisons from period to period. We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below. Some of these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adjusting our net income attributable to the Company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below, excluding the total tax impact of such adjustments. We calculate our diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Our adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under “Consolidated adjusted EBITDA, and diluted adjusted Earnings Per Share for the periods of activity” below, which were adjusted for in calculating the adjusted operating income.

You should not view adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the Company’s shareholders determined in accordance with IFRS, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of our non-IFRS financial measures as tools for comparison. However, we believe adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate the Company's business strategies and management performance. We believe that these non-IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance.

(1a) The Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The Company provides guidance for consolidated adjusted EBITDA and for its Potash business the company provides sales volumes guidance. The Company believes this information provides greater transparency, as the price of potash has stabilized over the past few years and consolidated adjusted EBITDA is now a more relevant metric for investors to evaluate the company’s performance and compare its financial results between periods.

We present a discussion in the period-to-period comparisons of the primary drivers of change in the Company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on our businesses. We have based the following discussion on our financial statements. You should read such discussion together with our financial statements.

Adjustments to Reported Operating and Net income (non-GAAP)

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Operating income (loss)

(16)

147

580

775

Charges related to the security situation in Israel (1)

18

17

54

57

Impairment and write-off of assets and provision for site closure (2)

122

20

131

35

Provision for early retirement (3)

19

4

28

4

Legal proceedings (4)

80

2

80

2

Total adjustments to operating income

239

43

293

98

Adjusted operating income

223

190

873

873

Net income (loss) attributable to the shareholders of the Company

(73)

70

226

407

Total adjustments to operating income

239

43

293

98

Total tax adjustments (5)

(45)

(9)

(54)

(21)

Total adjusted net income - shareholders of the Company

121

104

465

484

(1)

For 2025 and 2024, reflects charges relating to the security situation in Israel.

(2)

For 2025, reflects mainly asset write-offs resulting from the closure of LFP projects, impairment of assets in the Company’s UK operation, and a small R&D activity in Israel, following the implementation of the Company’s strategy, including efficiency and cost-reduction programs. It also includes asset write-offs related to a fire at Ashdod Port and two portfolio companies due to failed business continuity and funding. For 2024, reflects mainly a write-off of assets resulting from the closure of small sites in Israel and Turkey.

(3)

For 2025 and 2024, reflects provisions for early retirement due to restructuring at certain sites, as part of the Company’s global efficiency plan.

(4)

For 2025, reflects a provision for prior years following a Supreme Court ruling regarding water extraction fees in the Dead Sea concession area. For 2024, reflects reimbursement of arbitration costs associated with the Ethiopian potash project. 

(5)

For 2025 and 2024, reflects the tax impact of adjustments made to operating income. 

    Consolidated adjusted EBITDA and diluted adjusted Earnings Per Share for the periods of activity

Calculation of adjusted EBITDA was made as follows:

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Net income (loss)

(63)

81

280

464

Financing expenses, net

45

33

139

140

Taxes on income

2

33

161

172

Less: Share in earnings of equity-accounted investees

-

-

-

(1)

Operating income (loss)

(16)

147

580

775

Depreciation and amortization

157

157

615

596

Adjustments (1)

239

43

293

98

Total adjusted EBITDA

380

347

1,488

1,469

Calculation of diluted adjusted earnings per share was made as follows:

10-12/2025

10-12/2024

1-12/2025

1-12/2024

$ millions

$ millions

$ millions

$ millions

Net income (loss) attributable to the Company's shareholders

(73)

70

226

407

Adjustments (1)

239

43

293

98

Total tax adjustments

(45)

(9)

(54)

(21)

Adjusted net income - shareholders of the Company

121

104

465

484

Weighted-average number of diluted ordinary shares outstanding (in thousands)

1,290,669

1,290,330

1,291,395

1,290,039

Diluted adjusted earnings per share (in dollars) (2)

0.09

0.08

0.36

0.38

Consolidated Results Analysis

Results analysis for the period October – December 2025

Sales

Expenses

Operating income

$ millions

Q4 2024 figures

1,601

(1,454)

147

Total adjustments Q4 2024*

-

43

43

Adjusted Q4 2024 figures

1,601

(1,411)

190

Quantity

(49)

36

(13)

Price

98

-

98

Exchange rates

51

(72)

(21)

Raw materials

-

(39)

(39)

Energy

-

(3)

(3)

Transportation

-

3

3

Operating and other expenses

-

8

8

Adjusted Q4 2025 figures

1,701

(1,478)

223

Total adjustments Q4 2025*

-

(239)

(239)

Q4 2025 figures

1,701

(1,717)

(16)

Quantity – The negative impact on operating income was due to lower sales volumes of potash, magnesium, phosphate fertilizers and FertilizerpluS products. This was partially offset by higher sales volumes of white phosphoric acid (WPA) and food specialties. Price – The positive impact on operating income was primarily related to an increase of $63 in the potash price (CIF) per tonne, as well as higher selling prices for bromine-based industrial solutions, bromine-based flame retardants, phosphate fertilizers, specialty agriculture products and FertilizerpluS products. This was partially offset by lower selling prices for food specialties. Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro, the Israeli shekel and the Brazilian real against the US dollar, which outweighed the positive impact on sales from the appreciation of the average exchange rate of the euro and the Brazilian real against the US dollar. Raw materials – The negative impact on operating income was due to higher costs of sulphur, commodity fertilizers and nitrogen. This was partially offset by lower costs of ammonia. Operating and other expenses – The positive impact on operating income was primarily related to lower operational costs. Security situation in Israel

In October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the southern region of the country, which subsequently escalated to other areas. On October 9, 2025, Israel signed a ceasefire agreement. The security situation over the past two years has created several challenges, including disruptions to supply chains and shipping routes, personnel shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, ongoing regional tensions – including Houthis threats to commercial vessels – continue to disrupt shipping routes and commercial shipping arrangements, leading to increased shipping costs.

We continue to take measures to ensure the safety of our employees and business partners, as well as the communities in which we operate. We have also implemented supportive measures to accommodate those of our employees who are called for reserve duty, aiming to minimize any potential impact on our business, and to avoid disruptions to production activities at our facilities in Israel.

We continuously monitor developments and will take all necessary actions to minimize any negative consequences to our operations and assets. As of the reporting date, the security situation has not had a material impact on our business results. However, its future effects remain uncertain due to the unpredictable nature and duration of the conflict.

Forward-looking Statements

This announcement contains statements that constitute “forward‑looking statements”, many of which can be identified by the use of forward‑looking words such as “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “intend”, “estimate”, “strive”, “forecast”, “targets” and “potential”, among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements.

Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding the Company's intent, belief or current expectations. Forward‑looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to:

Changes in exchange rates or prices compared to those we are currently experiencing; the effects of the ongoing security situation in Israel, including the nature and duration of related conflicts; loss or impairment of business licenses or mineral extractions permits or concessions, including our ability to win the new concession at the Dead Sea in 2030 ; volatility of supply and demand and the impact of competition; the difference between actual reserves and the Company reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; disruptions at the Company's seaport shipping facilities or regulatory restrictions affecting the Company's ability to export products overseas; general market, political or economic conditions in the countries in which the Company operates, including tariffs and trade policies; price increases or shortages with respect to the Company's principal raw materials; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the Company plants; labor disputes, slowdowns and strikes involving the Company employees; pension and health insurance liabilities; disruptions from pandemics that may impact the Company sales, operations, supply chain and customers; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in the Company evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; disruption of the Company, or the Company service providers', information technology systems or breaches of the company, or the Company service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the Company cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the Company's businesses; changes in demand for the Company's fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company control; sales of the company magnesium products being affected by various factors that are not within the Company control; the Company ability to secure approvals and permits from the authorities in Israel to continue the Company's phosphate mining operations in Rotem Amfert Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the Company's workers and processes; litigation, arbitration and regulatory proceedings; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; closing of transactions, mergers and acquisitions; war or acts of terror and/or political, economic and military instability in Israel and its region; including the current state of security tension in Israel and the resulting disruptions to the Company supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members; the Company is exposed to risks relating to its current and future activity in emerging markets; and other risk factors discussed under ”Item 3 - Key Information— D. Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the US Securities and Exchange Commission (the “SEC”) on March 13, 2025 (the “Annual Report”).

Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risks and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements.

This announcement for the fourth quarter of 2025 (the “Quarterly Report”) should be read in conjunction with the Annual Report and the report for the first, second and third quarters of 2025 published by the Company (the “prior quarterly reports”), including the description of the events occurring subsequent to the date of the statement of financial position, as filed with the US SEC.

Appendix:

Condensed Consolidated Statements of Financial Position as of (Unaudited)

December 31,

2025

December 31,

2024

$ millions

$ millions

Current assets

Cash and cash equivalents

291

327

Short-term investments and deposits

205

115

Trade receivables

1,365

1,260

Inventories

1,934

1,626

Prepaid expenses and other receivables

369

258

Total current assets

4,164

3,586

Non-current assets

Deferred tax assets

180

143

Property, plant and equipment

6,785

6,462

Intangible assets

955

869

Other non-current assets

329

261

Total non-current assets

8,249

7,735

Total assets

12,413

11,321

Current liabilities

Short-term debt

876

384

Trade payables

1,157

1,002

Provisions

58

63

Other payables

1,040

867

Total current liabilities

3,131

2,316

Non-current liabilities

Long-term debt and debentures

1,880

1,909

Deferred tax liabilities

502

481

Long-term employee liabilities

390

331

Long-term provisions and accruals

231

242

Other

36

55

Total non-current liabilities

3,039

3,018

Total liabilities

6,170

5,334

Equity

Total shareholders’ equity

5,983

5,724

Non-controlling interests

260

263

Total equity

6,243

5,987

Total liabilities and equity

12,413

11,321

      Condensed Consolidated Statements of Income (Unaudited)

(In millions except per share data)

For the three-month

period ended

December 31

For the year ended

December 31

2025

2024

2025

2024

$ millions

$ millions

$ millions

$ millions

Sales

1,701

1,601

7,153

6,841

Cost of sales

1,233

1,066

4,967

4,585

Gross profit

468

535

2,186

2,256

Selling, transport and marketing expenses

286

281

1,114

1,114

General and administrative expenses

73

68

299

259

Research and development expenses

17

19

70

69

Other expenses

131

33

161

60

Other income

(23)

(13)

(38)

(21)

Operating income (loss)

(16)

147

580

775

Finance expenses

93

71

298

181

Finance income

(48)

(38)

(159)

(41)

Finance expenses, net

45

33

139

140

Share in earnings of equity-accounted investees

-

-

-

1

Income (loss) before taxes on income

(61)

114

441

636

Taxes on income

2

33

161

172

Net income (loss)

(63)

81

280

464

Net income attributable to non-controlling interests

10

11

54

57

Net income (loss) attributable to shareholders of the Company

(73)

70

226

407

Earnings per share attributable to shareholders of the Company:

Basic earnings per share (in dollars)

(0.06)

0.06

0.18

0.32

Diluted earnings per share (in dollars)

(0.06)

0.06

0.18

0.32

Weighted-average number of ordinary shares outstanding:

Basic (in thousands)

1,290,669

1,290,260

1,290,580

1,289,968

Diluted (in thousands)

1,290,669

1,290,330

1,291,395

1,290,039

      Condensed Consolidated Statements of Cash Flows (Unaudited)

For the three-month

period ended

For the year ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

$ millions

$ millions

$ millions

$ millions

Cash flows from operating activities

Net income (loss)

(63)

81

280

464

Adjustments for:

Depreciation and amortization

157

157

615

596

Fixed assets impairment

111

7

111

14

Exchange rate, interest and derivative, net

27

47

59

152

Tax expenses

2

33

161

172

Change in provisions

31

3

26

(50)

Other

4

7

18

13

332

254

990

897

Change in inventories

(145)

(102)

(210)

(7)

Change in trade receivables

45

68

(11)

26

Change in trade payables

110

87

100

104

Change in other receivables

1

66

(22)

39

Change in other payables

71

39

80

43

Net change in operating assets and liabilities

82

158

(63)

205

Income taxes paid, net of refund

(37)

(41)

(151)

(98)

Net cash provided by operating activities

314

452

1,056

1,468

Cash flows from investing activities

Proceeds (payments) from deposits, net

(82)

(5)

(86)

56

Purchases of property, plant and equipment and intangible assets

(252)

(267)

(824)

(713)

Proceeds (payments) from divestiture of assets and businesses, net of transaction expenses

(3)

-

1

19

Proceeds (payments) from settlement of derivatives, net

1

-

(9)

-

Interest received

3

3

15

17

Business combinations

-

(2)

(12)

(74)

Other

-

1

-

1

Net cash used in investing activities

(333)

(270)

(915)

(694)

Cash flows from financing activities

Dividends paid to the Company's shareholders

(62)

(68)

(224)

(251)

Receipts of long-term debt

152

278

1,666

889

Repayments of long-term debt

(183)

(383)

(1,599)

(1,302)

Receipts (repayments) of short-term debt, net

92

(8)

146

(1)

Interest paid

(43)

(43)

(117)

(122)

Payments from transactions in derivatives

(1)

(3)

(3)

(2)

Dividend paid to the non-controlling interests

-

-

(64)

(57)

Net cash used in financing activities

(45)

(227)

(195)

(846)

Net change in cash and cash equivalents

(64)

(45)

(54)

(72)

Cash and cash equivalents as of the beginning of the period

356

393

327

420

Net effect of currency translation on cash and cash equivalents

(1)

(21)

18

(21)

Cash and cash equivalents as of the end of the period

291

327

291

327

      Operating segment data

Industrial

Products

Potash

Phosphate

Solutions

Growing

Solutions

Other

Activities

Reconciliations

Consolidated 

$ millions

For the three-month period ended December 31, 2025

Sales to external parties

294

427

471

465

44

-

1,701

Inter-segment sales

2

46

47

2

1

(98)

-

Total sales

296

473

518

467

45

(98)

1,701

Cost of sales

195

310

360

333

46

(11)

1,233

Segment operating income (loss)

52

86

76

41

(8)

(24)

223

Other expenses not allocated to the segments

(239)

Operating income (loss)

(16)

Financing expenses, net

(45)

Income (loss) before income taxes

(61)

Depreciation, amortization and impairment

16

64

45

19

5

119

268

Capital expenditures

28

124

94

41

6

17

310

      Operating segment data (cont'd)

Industrial

Products

Potash

Phosphate

Solutions

Growing

Solutions

Other

Activities

Reconciliations

Consolidated 

$ millions

For the three-month period ended December 31, 2024

Sales to external parties

275

373

475

435

43

-

1,601

Inter-segment sales

5

49

32

4

-

(90)

-

Total sales

280

422

507

439

43

(90)

1,601

Cost of sales

177

260

344

313

44

(72)

1,066

Segment operating income (loss)

55

69

81

31

(8)

(38)

190

Other expenses not allocated to the segments

(43)

Operating income

147

Financing expenses, net

(33)

Income before income taxes

114

Depreciation, amortization and impairment

15

61

51

20

4

13

164

Capital expenditures

38

116

147

44

3

12

360

Capital expenditures as part of business combination

-

-

-

4

-

-

4

      Information based on geographical location

The following table presents the distribution of the operating segments sales by geographical location of the customer:

10-12/2025

10-12/2024

$

millions

% of

sales

$

millions

% of

sales

China

337

20

274

17

Brazil

315

19

276

17

USA

281

17

280

17

Israel

82

5

69

4

India

80

5

64

4

Spain

77

5

73

5

United Kingdom

70

4

58

4

Germany

61

4

65

4

France

57

3

48

3

Austria

35

2

32

2

All other

306

16

362

23

Total

1,701

100

1,601

100

   

Purchase of own shares

LONDON, UK / ACCESS Newswire / February 18, 2026 / The Company announces that on 17 February 2026 it purchased the following number of its ordinary shares of 20340/399 pence each through Goldman Sachs International ("GSI") on the London Stock Exchange in accordance with the authority granted by shareholders at the Company's Annual General Meeting on 8 May 2025 (the "Purchase"). The Purchase was effected pursuant to instructions issued by the Company on 17 February 2026, as announced on 17 February 2026.

Date of purchase:

17 February 2026

Aggregate number of ordinary shares purchased:

114,529

Lowest price paid per share:

$ 140.0500

Highest price paid per share:

$ 146.4500

Average price paid per share:

$ 143.0381

The Company intends to cancel the purchased shares.

Following the above transaction, the Company has 151,530,279 ordinary shares in issue (excluding 5,481,782 held in treasury).

A full breakdown of the individual purchases by GSI is included in the link below:

http://www.rns-pdf.londonstockexchange.com/rns/4058T_1-2026-2-17.pdf

Enquiries to:

InterContinental Hotels Group PLC:

Investor Relations: Stuart Ford (+44 (0)7823 828 739);

Kate Carpenter (+44 (0) 7825 655 702);

Joe Simpson (+44 (0)7976 862 072)

Media Relations: Neil Maidment (+44 (0)7970 668 250);

Mike Ward (+44 (0)7795 257 407)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: InterContinental Hotels Group PLC

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Greatland Resources Ltd (AIM:GGP, OTC:GRLGF, FRA:G8G, ASX:GGP) has announced the resignation of chief operating officer Simon Tyrrell, with the executive stepping down from the role as the company begins a formal process to recruit a permanent successor.

Tyrrell will remain available to Greatland until 30 June 2026 to support the transition, the miner said.

Otto Richter has been appointed acting COO. Richter has served as Greatland’s group mining engineer since 2021 and brings more than 25 years of experience, predominantly across open pit and underground gold mining. Greatland said he has been a key member of the senior leadership team involved in operational and mine planning decisions and has a detailed understanding of the company’s assets.

"Simon has been an important part of Greatland's management team and we appreciate his positive contribution towards the Company's safety and operational outcomes," said managing director Shaun Day. "I thank Simon for his efforts and commitment to Greatland and wish him well in his future endeavours."

, /PRNewswire/ -- A transformative year with record financial results 

Events during the fourth quarter 2025

Leqembi® Iqlik™ was launched for weekly maintenance dosing and Eisai completed rolling sBLA submission for subcutaneous initiation treatment in the US Leqembi was approved in Brazil and Canada Leqembi was approved for IV maintenance treatment in the United Kingdom Eisai submitted application for subcutaneous initiation treatment with Leqembi in Japan New Leqembi data presented at CTAD 2025 suggested potential to delay disease progression by up to 8.3 years with continuous treatment The first Nordic patient was treated with Leqembi at private clinic in Finland Events after the end of the fourth quarter

BLA for subcutaneous initiation treatment with Leqembi was accepted and designated for priority review in China Leqembi Iqlik sBLA for subcutaneous initiation dose was granted Priority Review by the US FDA Eisai submitted a Marketing Authorisation Variation to EMA for intravenous maintenance dosing every four weeks with Leqembi Financial summary October – December 2025

Net revenues amounted to SEK 184.0 M (101.2), of which SEK 127.0 M (96.7) in royalties for Leqembi and SEK 51.1 M (-) from the agreement with Novartis Operating profit amounted to SEK 33.2 M (-53.5) Profit for the period amounted to SEK -8.8 M (-31.5) Earnings per share before and after dilution amounted to SEK -0.10 (-0.36) Cash flow from operating activities amounted to SEK 313.3 M (-27.4) Cash and cash equivalents and short-term investments at the end of the period amounted to SEK 2,190.4 M (778.9) The Board of Directors proposes a dividend of 2.00 SEK per share to be paid for the financial year 2025 Comments from the CEO, '2025 was a record year for BioArctic, with an operating profit of more than SEK 1.2 billion'

2025 was a fantastic year for BioArctic, with record financial results, another partnership and new projects. We set a new course for the future and entered a new era, the growth era. For a long time, we have been building a solid foundation for the company's next phase of development, and I am proud of what we have achieved together with our employees and partners.

Leqembi is now approved in more than 50 markets and sales continue to grow every quarter. In the fourth quarter, our royalty revenues grew by 31 percent compared to the same quarter the year before, despite significant negative currency impact. In the US, Japan and China, the number of patients on treatment is steadily increasing. In Japan, despite solid demand, revenue in local currency was flat compared to the previous quarter in light of the 15 percent price reduction implemented in November. Similarly, China showed no significant revenue growth quarter-on-quarter as a consequence of the inventory build-up in the second quarter. Despite the impact of the above, Eisai is steadily progressing toward achieving their full-year sales forecast for Leqembi communicated in May 2025.

Also, in a regulatory context, Leqembi continues to develop positively. In October, the subcutaneous version, Leqembi Iqlik, was launched for maintenance treatment in the US, marking the first time the therapy can easily be administered at home via an autoinjector. The FDA is also reviewing Leqembi Iqlik for initial treatment under a priority review process, with a decision expected by the end of May. In China and Japan, the regulatory authorities are conducting similar reviews, with China also running a priority process. The only slow mover is Europe, where Leqembi, more than three years after the first approval in the US, is still only available in Germany and Austria and in the private market in a few other countries. Even though Europe is expected to represent a minor part of the global market, it is unfortunate that European patients are left behind, especially as the treatment was invented here. Hopefully, the strong efficacy and safety data from clinics in the US, Japan and China, together with data from 4-year Leqembi treatment, can help convince the authorities currently reviewing the treatment across Europe. In parallel, we are continuing our work together with Eisai to make Leqembi broadly available in the Nordic countries. The application for less frequent maintenance treatment with Leqembi, which has now been accepted for review by the EMA, is also an important piece of the puzzle, as it can make it easier for the authorities to assess the total cost of treatment over time.

At our Capital Markets Day in June, we clarified the importance of broadening and strengthening our pipeline to take the next step as a company. Since then, we have strengthened our project portfolio with two new projects, one in Huntington's disease and one related to Parkinson´s disease, as well as advanced our existing projects.

In the fourth quarter, we also nominated candidate drugs in two projects, and they are now being prepared for clinical studies. One project in ALS, BAN3014, and one in Parkinson-related disorders, BAN2238, where the latter is a successor to exidavnemab and linked to our BrainTransporter. The Phase 2a study with exidavnemab in Parkinson's disease and multiple system atrophy is also progressing well. In 2026, we expect to complete the Phase 2a study and the planning for Phase 2b is in full swing. We are continuing to invest in BrainTransporter, where we are broadening the platform to enable more efficient transportation of molecules beyond antibodies into the brain. We believe that we are onto something significant, and we hope to be able to present exciting new data within the coming year. All the work we are doing to further develop our platform is important for the discussions we have with potential collaboration and license partners. We see very strong interest in our technology and projects, and there are good opportunities for new strategic partnerships going forward. To be able to seize new opportunities faster and more proactively, we have strengthened both our business development and research teams.

2025 was a record year for BioArctic, with strong revenue growth, an operating profit of more than SEK 1.2 billion and a doubling of our cash position. Our strong financial position gives us fantastic opportunities to continue to develop and invest in research and development. The Board's assessment is that the company's financial strength enables both dividends to shareholders and continued investments in ongoing and new projects and therefore proposes a dividend of SEK 2.00 per share.

Finally, the year has got off to a flying start, marked by a new approval, the granting of priority review of two regulatory applications for Leqembi, and strong interest in BrainTransporter at the JP Morgan Healthcare Conference in San Francisco in early January. We look forward to another exciting year as we continue our journey toward becoming Sweden's next major pharmaceutical company. A big thank you to all shareholders, employees, and other stakeholders for joining us on this journey.

Gunilla Osswald
CEO, BioArctic AB

Invitation to presentation

BioArctic invites investors, analysts and media to an audiocast with teleconference (in English) today, February 18, at 9:30–10:30 a.m. CET. CEO Gunilla Osswald and CFO Anders Martin-Löf and colleagues will present BioArctic, comment on the report and answer questions.

If you wish to participate via webcast, please use the link below. Via the webcast you are able to ask written questions.

Webcast: https://bioarctic.events.inderes.com/q4-report-2025/register

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.

https://events.inderes.com/bioarctic/q4-report-2025/dial-in 

The webcast will afterwards also be available on demand at BioArctic's corporate website

https://www.bioarctic.com/en/investors/financial-reports-and-presentations/

For more information, please contact
Anders Martin-Löf, CFO,
E-mail: [email protected] 
Telephone + 46 70-683 79 77

Oskar Bosson, VP Communications and Investor Relations
E-mail: [email protected] 
Tel: + 46 704 10 71 80

The interim report is such information as BioArctic AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, though the agency of the named contact persons, at 8:00 a.m. CET on February 18, 2026.

About BioArctic AB

BioArctic AB (publ) is a Swedish research-based biopharma company focusing on innovative treatments that can delay or stop the progression of neurodegenerative diseases. The company invented Leqembi® (lecanemab) – the world's first drug proven to slow the progression of the disease and reduce cognitive impairment in early Alzheimer's disease. Leqembi has been developed together with BioArctic's partner Eisai, who are responsible for regulatory interactions and commercialization globally. In addition to Leqembi, BioArctic has a broad research portfolio with antibodies against Parkinson-related diseases and ALS as well as additional projects against Alzheimer's disease. Several of the projects utilize the company's proprietary BrainTransporter™ technology, which has the potential to actively transport antibodies across the blood-brain barrier to enhance the efficacy of the treatment. BioArctic's B share (BIOA B) is listed on Nasdaq Stockholm Large Cap. For further information, please visit www.bioarctic.com.

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BAE Systems PLC has hiked its dividend 10% as it reported record sales and a swelling order book, as rising global defence spending feeds through into its numbers.

The UK defence contractor said sales rose 10% to £30.7 billion in 2025. Underlying earnings before interest and tax increased 12% to £3.3 billion, while underlying earnings per share climbed 12% to 75.2p. Earnings were roughly in line with City forecasts. 

Free cash flow came in at £2.16 billion, down from £2.5 billion the year before, reflecting the timing of customer advances and continued high levels of investment, but well ahead of expectations. 

Order intake reached £36.8 billion, with the order backlog of work already won but not yet delivered grew £5.8 billion to a record £83.6 billion to provide strong visibility over future revenues.

Major contract wins included an anticipated £4.6 billion deal linked to Türkiye’s planned purchase of 20 Typhoon aircraft, a £10 billion Government-to-Government agreement paving the way for Norway to select the Type 26 frigate, and $1.2 billion contract to provide the US Space Force with space-based missile tracking capabilities. 

Chief executive Charles Woodburn said: “In a new era of defence spending, driven by escalating security challenges, we're well positioned to provide both the advanced conventional systems and disruptive technologies needed to protect the nations we serve now and into the future.

"With a record order backlog and continuing investment in our business to enhance agility, efficiency and capacity, we're confident in our ability to keep delivering growth over the coming years."

The board recommended a final dividend of 22.8p, taking the total for 2025 to 36.3p, up 10%. The company also spent £502 million on share buybacks during the year.

Looking to the current year, BAE expects sales to rise 7-9%, underlying EBIT to increase 9-11% and underlying earnings per share to grow 9-11%. Free cash flow is forecast to exceed £1.3 billion.

The group also upgraded its three-year cash guidance, now expecting cumulative free cash flow for 2024 to 2026 to exceed £6 billion.

UPPSALA, SE / ACCESS Newswire / February 18, 2026 / Senzime AB's (publ.) (STO:SEZI)(OTCQX:SNZZF) year-end report for January - December 2025 is now available on the company's website www.senzime.com.

Financial summary October-December 2025

Net sales increased by 102 percent to MSEK 28.3 (14.0)

Currency-adjusted net sales amounted to MSEK 31.5, an increase of 125 percent

Gross margin before depreciation amounted to 25.1 percent (67.4) affected by currency effects, US tariffs and inventory write-down of MSEK 10.7

Gross margin adjusted for inventory write-down amounted to 62.7 percent

Operating profit before depreciation adjusted for inventory write-down amounted to MSEK -24.6 (-25.9)

Profit after financial items amounted to MSEK -43.1 (-27.8)

Earnings per share amounted to SEK -0.27 (-0.20)

Cash and cash equivalents as of 31 December 2025 amounted to MSEK 74.0 (100.9)

Financial summary January-December 2025

Net sales increased by 78 percent to MSEK 104.0

Currency-adjusted net sales increased by 90 percent to MSEK 111.2

System sales increased by 98 percent to MSEK 38.2 and sales of disposable sensors increased by 68 percent to MSEK 65.8

Gross margin before depreciation amounted to 52.6 percent (64.4)

Gross margin before depreciation adjusted for inventory write-down of MSEK 10.7 amounted to 62.9 percent.

Operating profit before depreciation adjusted for inventory write-down improved by 16 percent to MSEK -88.4 (-105.5)

Strategic events during and after the end of the fourth quarter

Senzime welcomes the first ever guidelines for EMG-based neuromuscular monitoring of children

• Launch of EMGINE™ Sirius, next generation software for the TetraGraph system

• Senzime secures major orders for TetraGraph systems from leading NHS hospital systems in the UK

• Next-generation TetraGraph system receives regulatory PMDA approval in Japan

• Senzime secures major agreements with leading Ivy League hospitals in the US

Senzime secures credit facility totaling SEK 50 million on market terms

Philip Siberg, CEO, comments:

2025 was the year we increased the growth rate and exceeded SEK 100 million in sales. We won a number of major strategic deals, consolidated our leading market position and now have a clearly defined path to profitability ahead of us. Growth in 2025 amounted to 90 percent in constant currencies, corresponding to sales of SEK 111 million. In actual currencies, growth amounted to 78 percent. Behind the increase are even more hospital contracts won and increased utilization rates among existing customers. The fourth quarter ended the year strong with 125 percent growth in constant currencies and 102 percent in actual currencies.

We achieved our communicated target for sales growth in constant currencies and kept costs according to plan. The strengthened krona negatively affected sales figures in 2025 by approximately SEK 7.3 million. This hit the gross margin, which was also negatively affected by new US tariffs. Regardless of these items, the underlying gross margin improved through lower manufacturing costs and an increasing share of sales of disposable sensors.

In 2026, we aim for profitability by the end of the year. Given the large fluctuations in the dollar exchange rate, we clarify the goals for 2026 to maintain strong sales growth in line with recent years and achieve positive cash-flow within the fourth quarter. We do this through the expected strengthened gross margin, stable operating expenses and sales growth with an increasing share of recurring revenues.

Presentation of Senzime's Year-End Report January - December 2025
Senzime invites you to a webcast presentation of the 2025 Year-End Report on February 18, 2026 at 09:00. The presentation will be held by CEO Philip Siberg and will be in English. The webcast and presentation can be viewed on Senzime's website via the link www.senzime.com/sv/investerare.

For further information, please contact:

Philip Siberg, CEO of Senzime AB
Phone: +46 (0) 707 90 67 34, e-mail: [email protected]

Slavoljub Grujicic, CFO
Phone: +46 (0) 76 306 60 11, e-mail: [email protected]

About Senzime

Senzime is a leading medical device company at the forefront of a changing healthcare market, driven by new clinical guidelines and emerging technologies. Established in 1999, Senzime develops and markets precision-based monitoring systems that improve outcomes, reduce costs, and advance perioperative patient safety. The flagship solution is the TetraGraph® system, proven best-in-class for accurate monitoring of neuromuscular transmission during surgery and used in thousands of operating rooms across the globe. The system helps to secure precise dosing of paralytic drugs and provides enhanced insights to safeguard every patient's journey, from anesthesia to recovery.

Headquartered in Uppsala, Sweden, Senzime is publicly traded on the Nasdaq Stockholm Main Market (SEZI), with cross-trading on the US OTCQX Market (SNZZF), and backed by long-term investors. More information is available at senzime.com.

Attachments

Senzime Year End Report Q4 2025

SOURCE: Senzime

London Stock Exchange Group is upgraded to 'BUY' with a new £78/share price target, citing a compelling valuation after a 22% share price decline. LSEG's operational results remain strong, with net income and total income up, despite market concerns over AI disruption and London's post-Brexit status. The current 18x P/E is below the 20-year average, offering 15%+ annualized upside potential, supported by 9-11% forecasted annual EPS growth.

MILPITAS, Calif.--(BUSINESS WIRE)--Sandisk Corporation (Nasdaq: SNDK) (the “Company” or “Sandisk”) announced today the pricing of a secondary public offering (the “Offering”) of 5,821,135 shares of its common stock (the “SNDK Shares”) currently owned by Western Digital Corporation, the Company’s former parent (“WDC”). The SNDK Shares will be offered at a public offering price of $545.00 per share. Sandisk is not selling any shares of common stock and will not receive any proceeds from the sale of the SNDK Shares in the Offering or from the debt-for-equity exchange (described below).

Prior to the closing of the Offering, WDC is expected to exchange the SNDK Shares for certain indebtedness of WDC held by affiliates of J.P. Morgan Securities LLC and BofA Securities (such affiliates, the “debt-for-equity exchange parties”). Upon the consummation of the debt-for-equity exchange, WDC is expected to deliver the SNDK Shares, at the request of the debt-for-equity exchange parties, to J.P. Morgan Securities LLC and BofA Securities, in their capacity as selling stockholders in the Offering (in such capacity, the “Selling Stockholders”). Following the debt-for-equity exchange, if consummated, the Selling Stockholders intend to sell the SNDK Shares to the underwriters in the Offering.

Immediately after the completion of the debt-for-equity exchange, WDC is expected to own 1,691,884 shares of the Company’s common stock, which it intends to dispose of in one or more subsequent exchanges for outstanding shares of WDC common stock and/or through pro rata distributions to WDC stockholders.

J.P. Morgan Securities LLC and BofA Securities are acting as the joint lead book-runners for the Offering and the representatives of the underwriters of the Offering. The Offering is expected to close on February 19, 2026, subject to customary closing conditions.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3, including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement relating to the Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus relating to the Offering, when available, may be obtained from J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by e-mail at [email protected] and [email protected]; or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by e-mail at [email protected].

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sandisk

Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, its broad and ever-expanding portfolio delivers powerful flash storage solutions for artificial intelligence workloads in datacenters, edge devices, and consumer applications. Sandisk’s technologies enable everyone from students, gamers, and home offices to the largest enterprises and public clouds to produce, analyze, and store data. The Company’s solutions include a broad range of solid-state drives, embedded products, removable cards, universal serial bus drives and wafers and components.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements about the timing of completion of the Offering and the expected completion of the debt-for-equity exchange. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the risks discussed under the caption “Risk Factors” in the Company’s Registration Statement on Form S-3 filed on February 17, 2026, Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 27, 2025 filed on August 21, 2025 and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s other filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements, except as required by law.

Solid execution in 2025: 2025 was a year of disciplined execution, with revenue growing 10.1% year over year to $430.9 million and Adjusted EBITDA margin reaching 21.3%. We accelerated top-line growth compared to 2024 while maintaining strong profitability and cash generation. These results reflect the structural strength of our marketplace model and our continued financial discipline.Continued expansion into complex, high-value projects: Our marketplace continued to evolve toward high-value work. Spend per buyer increased 13.3% year over year, accelerating from the prior year, while GMV from transactions over $1,000 grew 22.8%. The number of buyers spending over $10,000 annually also accelerated 7%. These trends validate our upmarket strategy and demonstrate the growing adoption of Dynamic Matching and Managed Services, enabling us to capture larger, more complex projects.Transformation plan underway: Since our restructuring in September, we have initiated a focused transformation to scale trust, quality, and AI-native capabilities across the platform. Anchored around upgrades in matching infrastructure, product experience, go-to-market execution, and operational excellence, this multi-year plan is designed to extend our leadership in high-value work while maintaining a disciplined cost structure. We expect to see measurable progress within the next four to six quarters.Resetting expectations to invest for long-term growth: As we execute this transformation, we are aligning expectations around a disciplined investment phase. While near-term growth may be volatile due to market conditions and the scope of our initiatives, we are committed to protecting structural profitability and generating healthy cash flow. We believe these investments position Fiverr to accelerate growth and drive value creation in 2027 and beyond. NEW YORK, Feb. 18, 2026 (GLOBE NEWSWIRE) -- Fiverr International Ltd. (NYSE: FVRR), the company that is transforming the way the world creates and works together, today reported financial results for the fourth quarter and full year 2025. Additional operating results and management commentary can be found in the Company’s shareholder letter, which is posted to its investor relations website at investors.fiverr.com.

“As we close 2025, a year of disciplined execution for us, it is clear that we are living through a significant shift in AI adoption. We are seeing a profound migration on our marketplace where humans are becoming more essential, not less. By moving toward an agentic economy, where AI helps navigate complexity, we are ensuring that we remain the bridge between businesses and the most exceptional human talent. With our expansive global talent network, outcome based hiring model, and depth of proprietary data, Fiverr has a unique right to win in this new age of AI,” said Micha Kaufman, founder and CEO of Fiverr. “We have a multi-year plan to lead this transition, and I have never been more excited about the road ahead.”

"We finished the year with a record Adjusted EBITDA margin, a testament to the health of our business as we pivot upmarket. To accelerate our next phase of execution, we are aligning our leadership structure to better support this scalability. I am thrilled to see Esti step into the role of CFO, her knowledge and disciplined financial leadership provide the exact continuity we need to navigate this transformation. As President, my focus will remain on our long-term strategic investments and M&A efforts,” said Ofer Katz, President and CFO of Fiverr. “Looking towards 2026, we are prioritizing product innovation and platform re-architecture investments, while also maintaining a disciplined capital allocation strategy that ensures we have the flexibility to act on opportunities that align with our AI-native future.”

Fourth Quarter 2025 Financial Highlights

Revenue in the fourth quarter of 2025 was $107.2 million, compared to $103.7 million in the fourth quarter of 2024, an increase of 3.4% year over year.Marketplace revenue in the fourth quarter of 2025 was $71.5 million, compared to $73.5 million in the fourth quarter of 2024, a decline of 2.7% year over year.Annual active buyers1 as of December 31, 2025, were 3.1 million, compared to 3.6 million as of December 31, 2024, a decline of 13.6% year over year.Annual spend per buyer1 as of December 31, 2025, reached $342, compared to $302 as of December 31, 2024, an increase of 13.3% year over year.Marketplace take rate1 for the twelve months period ended December 31, 2025, was 27.7%, an increase of 10 basis points from 27.6% for the twelve months period ended December 31, 2024.Services revenue in the fourth quarter of 2025 was $35.6 million, compared to $30.2 million in the fourth quarter of 2024, an increase of 18.2% year over year.GAAP gross margin in the fourth quarter of 2025 was 82.4%, an increase of 190 basis points from 80.5% in the fourth quarter of 2024. Non-GAAP gross margin1 in the fourth quarter of 2025 was 84.7%, an increase of 70 basis points from 84.0% in the fourth quarter of 2024.GAAP net income in the fourth quarter of 2025 was $11.5 million, or $0.32 basic net income per share and $0.31 diluted net income per share, compared to $12.8 million GAAP net income, or $0.36 basic net income per share and $0.33 diluted net income per share in the fourth quarter of 2024.Non-GAAP net income1 in the fourth quarter of 2025 was $32.1 million, or $0.89 basic non-GAAP net income per share1 and $0.86 diluted non-GAAP net income per share1, compared to $24.9 million non-GAAP net income1, or $0.70 basic non-GAAP net income per share1 and $0.64 diluted non-GAAP net income per share1, in the fourth quarter of 2024.Net cash provided by operating activities in the fourth quarter of 2025 was $21.9 million, compared to $30.0 million in the fourth quarter of 2024, a decrease of 27.2% year over year. Excluding one-time escrow payment for contingent consideration of $5.7 million in the fourth quarter of 2025, net cash provided by operating activities decreased by 8.1% year over year.Free cash flow1 in the fourth quarter of 2025 was $21.8 million, compared to $29.6 million in the fourth quarter of 2024, a decrease of 26.5% year over year. Excluding one-time escrow payment for contingent consideration of $5.7 million in the fourth quarter of 2025, free cash flow decreased by 7.1% year over year.Adjusted EBITDA1 in the fourth quarter of 2025 was $26.5 million, compared to $20.7 million in the fourth quarter of 2024. Adjusted EBITDA margin1 was 24.7% in the fourth quarter of 2025, compared to 20.0% in the fourth quarter of 2024, representing a 470 basis points improvement year over year. Full Year 2025 Financial Highlights

Revenue in 2025 was $430.9 million, compared to $391.5 million in 2024, an increase of 10.1% year over year.Marketplace revenue in 2025 was $297.5 million, compared to $303.1 million in 2024, a decline of 1.8% year over year.Services revenue in 2025 was $133.4 million, compared to $88.4 million in 2024, an increase of 50.9% year over year.GAAP gross margin in 2025 was 81.6%, a decrease of 40 basis points from 82.0% in 2024. Non-GAAP gross margin1 in 2025 was 84.4%, an increase of 10 basis points from 84.3% in 2024.GAAP net income in 2025 was $21.0 million, or $0.58 basic net income per share and $0.56 diluted net income per share, compared to a net income of $18.2 million, or $0.49 basic net income per share and $0.48 diluted net income per share in 2024.Non-GAAP net income1 in 2025 was $115.1 million, or $3.17 basic Non-GAAP net income per share1 and $2.95 diluted Non-GAAP net income per share1, compared to $95.1 million, or $2.57 basic Non-GAAP net income per share1 and $2.38 diluted Non-GAAP net income per share1, in 2024.Net cash provided by operating activities in 2025 was $104.6 million, compared to $83.1 million in 2024, an increase of 25.9% year over year. Net cash provided by operating activities, excluding one-time escrow payment for contingent consideration of $5.7 million in 2025 and $12.2 million in 2024, was $110.3 million in 2025, compared to $95.2 million in 2024, an increase of 15.9% year over year.Free cash flow1 in 2025 was $103.3 million, compared to $81.7 million in 2024, an increase of 26.5% year over year. Free cash flow1, excluding one-time escrow payment for contingent consideration of $5.7 million in 2025 and $12.2 million in 2024, was $109.0 million in 2025 compared to $93.8 million in 2024, an increase of 16.2% year over year.Adjusted EBITDA1 in 2025 was $91.6 million, compared to $74.2 million in 2024. Adjusted EBITDA margin1 was 21.3% in 2025, an increase of 230 basis points from 19.0% in 2024. Financial Outlook

For Q1'26 and full-year 2026 guidance, the wider-than-normal revenue range reflects the elevated uncertainty on our business as the transformation plan underway focuses on high-value work, and intentionally deprioritizes incremental optimization of low-end transactions. This is coupled with the continued uncertainty around external market conditions. On Adjusted EBITDA, the updated guidance for this year reflects the revenue trends we see, as well as the impact from investments we’re making in foundational work. The core business unit economics remain structurally sound, and our ability to drive intrinsic leverage in the marketplace business model remains intact.

 Q1 2026FY 2026Revenue$100 – $108 million$380 – $420 milliony/y growth(7)% – 1%(12)% – (3)%Adjusted EBITDA(1)$19 – $23 million$60 – $80 million
Leadership Transition

To support long-term growth and operational complexity, we are refining our executive leadership structure:

President: Ofer Katz will continue to serve as President. By transitioning the CFO title, Ofer will now dedicate his time to driving strategic investments and leading M&A efforts.Chief Financial Officer: Esti Levy Dadon is being promoted to CFO, alongside overseeing multiple business and operational responsibilities. Esti has been with Fiverr for nearly a decade, serving as EVP Finance for the past four years.Chief Business Officer: Jinjin Qian is being promoted to the newly created CBO role, where she will oversee revenue, talent, fulfillment, and business operations. Jinjin has been leading IR and Strategy for the last seven years. Conference Call and Webcast Details

Fiverr’s management will host a conference call to discuss its financial results on Wednesday, February 18, 2026, at 8:30 a.m. Eastern Time. A live webcast of the call can be accessed from Fiverr’s Investor Relations website. An archived version will be available on the website after the call. To participate in the conference call, please dial: Toll-Free: 1-833-630-1956 or International: 1-412-317-1837.

About Fiverr

Fiverr’s mission is to transform the way the world creates and works together. We’re shaping the future of work with the world’s leading open platform, seamlessly connecting top talent and cutting-edge technology with businesses around the globe. From expert freelancers in over 750 skilled categories to best-in-class GenAI models and agents, Fiverr provides the most advanced and comprehensive talent and tools for digital services—helping businesses get mission-critical projects done fast and cost-effectively.

From small businesses to Fortune 500 companies, millions trust Fiverr for projects in software and AI development, digital marketing, finance, business consulting, video animation, music, architecture, and more.

Learn how to future-proof your business with exceptional talent and cutting-edge tools at fiverr.com. Follow us on LinkedIn, Instagram, TikTok, and Facebook.

Investor Relations:
Jinjin Qian
Emily Greenstein
[email protected]

Press:
Jenny Chang
Tommy Lee
[email protected]

Source: Fiverr International Ltd.

CONSOLIDATED BALANCE SHEETS
(in thousands)
       December 31,December 31,   2025   2024   (Unaudited) (Audited)Assets    Current assets:    Cash and cash equivalents $125,215  $133,472 Marketable securities  117,705   288,947 User funds  159,849   153,309 Bank deposits  40,000   144,843 Restricted deposit  3,409   1,315 Other receivables  32,970   34,198 Total current assets  479,148   756,084      Long-term assets:    Marketable securities  –   122,009 Property and equipment, net  3,360   4,271 Operating lease right of use asset  3,513   5,122 Deferred Tax Assets, net  26,423   22,517 Intangible assets, net  36,554   41,882 Goodwill  126,313   110,218 Other non-current assets  7,795   7,871 Total long-term assets  203,958   313,890      TOTAL ASSETS $683,106  $1,069,974      Liabilities and Shareholders' Equity    Current liabilities:    Trade payables $9,081  $5,533 User accounts  149,454   141,691 Deferred revenue  18,567   20,090 Other account payables and accrued expenses  66,931   57,167 Operating lease liabilities  3,365   2,608 Convertible notes, net  –   457,860 Total current liabilities  247,398   684,949      Long-term liabilities:    Operating lease liabilities  798   2,747 Other non-current liabilities  22,926   19,628 Total long-term liabilities  23,724   22,375      TOTAL LIABILITIES $271,122  $707,324      Shareholders' equity:    Share capital and additional paid-in capital  786,195   727,176 Accumulated deficit  (377,739)  (366,193)Accumulated other comprehensive income  3,528   1,667 Total shareholders' equity  411,984   362,650      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $683,106  $1,069,974  CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and pfb share data)
            Three Months Ended Year Ended  December 31, December 31,   2025   2024   2025   2024   (Uaudited) (Unaudited)(Audited)Revenue $107,174  $103,666  $430,909  $391,481 Cost of revenue  18,870   20,201   79,416   70,566 Gross profit  88,304   83,465   351,493   320,915           Operating expenses:         Research and development  17,893   22,329   90,664   90,241 Sales and marketing  43,772   45,232   176,675   171,678 General and administrative  20,736   21,782   85,331   74,814 Total operating expenses  82,401   89,343   352,670   336,733 Operating income (loss)  5,903   (5,878)  (1,177)  (15,818)Financial income and other, net  3,899   5,662   24,593   27,706 Income (loss) before taxes on income  9,802   (216)  23,416   11,888 Tax benefit (taxes on income)  1,658   13,054   (2,433)  6,358 Net income attributable to ordinary shareholders $11,460  $12,838  $20,983  $18,246 Basic net income per share attributable to ordinary shareholders $0.32  $0.36  $0.58  $0.49 Basic weighted average ordinary shares  36,107,120   35,658,287   36,281,883   36,984,757 Diluted net income per share attributable to ordinary shareholders $0.31  $0.33  $0.56  $0.48 Diluted weighted average ordinary shares  36,669,122   38,947,644   37,174,763   37,840,154  CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
           Three Months Ended Year Ended  December 31, December 31,   2025   2024   2025   2024   (Uaudited) (Unaudited) (Audited)Cash flows from operating activities:        Net income $11,460  $12,838  $20,983  $18,246 Adjustments to reconcile net income to net cash provided by operating activities:        Depreciation and amortization  3,245   4,328   14,692   10,476 Amortization of premium and accretion of discount of marketable securities, net  (309)  (1,647)  (1,134)  (4,753)Amortization of discount and issuance costs of convertible notes  214   640   2,140   2,555 Shared-based compensation  9,655   18,020   51,389   73,942 Exchange rate fluctuations and other items, net  122   166   (391)  226 Gain from sale of subsidiary  (750)  –   (750)  – Impairment of intangible assets  –   –   2,400   – Revaluation of earn outs  5,955   3,059   15,558   3,202 Changes in assets and liabilities:        User funds  8,442   6,017   (6,540)  (1,707)Operating lease ROU assets and liabilities  52   89   417   (104)Other receivables  4,190   10,267   7,262   4,201 Deferred tax assets, net  1,000   (22,517)  (3,785)  (22,517)Trade payables  3,231   2,653   2,589   (409)Deferred revenue  (1,057)  484   (1,523)  2,275 User accounts  (6,250)  (6,597)  7,763   (512)Payment of earn out  –   (843)  (2,714)  (843)Escrow payment for contingent consideration  (5,746)  –   (5,746)  (12,168)Other accounts payable and accrued expenses  (12,691)  1,098   983   7,967 Non-current liabilities  1,107   1,979   996   2,991 Net cash provided by operating activities  21,870   30,034   104,589   83,068          Investing Activities:        Investment in marketable securities  –   (56,606)  (55,652)  (87,340)Proceeds from maturities of marketable securities  35,399   25,361   352,175   159,216 Investment in short-term bank deposits  (2,867)  (20,007)  (5,054)  (66,357)Proceeds from short-term bank deposits  –   –   107,843   8,213 Acquisition of business, net of cash acquired  (20,147)  (383)  (20,147)  (39,738)Gain from sale of subsidiary  750   –   750   – Acquisition of intangible asset  –   (1,106)  –   (1,106)Purchase of property and equipment  (98)  (326)  (647)  (1,303)Capitalization of internal-use software  –   (83)  (661)  (103)Other receivables and non-current assets  –   –   –   (300)Net cash provided by (used in) investing activities  13,037   (53,150)  378,607   (28,818)         Financing Activities        Repurchases of common stock  (10,009)  –   (32,529)  (100,081)Proceeds from exercise of share options  160   989   3,371   3,349 Payment of earn out  –   (4,357)  (2,486)  (4,357)Proceeds from withholding tax related to employees' exercises of share options and RSUs  632   879   (153)  859 Repayment of debt to previous shareholder of the acquired business  –   –   –   (3,992)Repayment of convertible notes at maturity  (460,000)  –   (460,000)  – Net cash (used in) financing activities  (469,217)  (2,489)  (491,797)  (104,222)         Effect of exchange rate fluctuations on cash and cash equivalents  (136)  (168)  344   (230)         Decrease in cash, cash equivalents  (434,446)  (25,773)  (8,257)  (50,202)Cash, cash equivalents at the beginning of period  559,661   159,245   133,472   183,674 Cash and cash equivalents at the end of period $125,215  $133,472  $125,215  $133,472  REVENUE BREAKDOWN
(in thousands1)
           Three Months Ended Year Ended  December 31, December 31,   2025   2024   2025   2024 Marketplace Revenue $71,534  $73,510  $297,489  $303,069 Annual Active Buyers  3,135   3,630   3,135   3,630 Annual Spend per Buyer $342  $302  $342  $302 Marketplace Take Rate  27.7%  27.6%  27.7%  27.6%         Services Revenue $35,640  $30,156  $133,420  $88,412 Total Revenue $107,174  $103,666  $430,909  $391,481          1. Except for Annual Spend per Buyer and Marketplace Take Rate.
RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT
(in thousands, except gross margin data)
                 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 FY 2024 FY 2025      (Unaudited)     (Unaudited) (Unaudited)GAAP gross profit $83,465  $86,788  $88,264  $88,137  $88,304  $320,915  $351,493 Add:              Share-based compensation  445   423   403   365   39   2,136   1,230 Depreciation and amortization  3,198   3,164   3,155   2,186   2,446   7,017   10,951 Restructuring costs  –   –   –   238   (35)  –   203 Earn-out revaluation, acquisition related costs and other  17   44   –   (43)  6   28   7 Non-GAAP gross profit $87,125  $90,419  $91,822  $90,883  $90,760  $330,096  $363,884 Non-GAAP gross margin  84.0%  84.4%  84.5%  84.2%  84.7%  84.3%  84.4%                              RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME AND NET INCOME PER SHARE
(in thousands, except share and per share data)
                 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 FY 2024 FY 2025      (Unaudited)     (Unaudited) (Unaudited)GAAP net income attributable to ordinary shareholders $12,838  $798  $3,188  $5,537  $11,460  $18,246  $20,983 Add:              Depreciation and amortization  4,328   4,284   4,089   3,074   3,245   10,476   14,692 Share-based compensation  18,020   15,754   14,055   11,925   9,655   73,942   51,389 Impairment of intangible assets  –   –   –   2,400   –   –   2,400 Restructuring costs  –   –   –   3,567   (143)  –   3,424 Earn-out revaluation, acquisition related costs and other  4,240   4,599   5,294   3,111   7,854   5,631   20,858 Convertible notes amortization of discount and issuance costs  640   641   642   643   214   2,555   2,140 Taxes on income related to non-GAAP adjustments  (16,249)  (380)  (351)  (235)  (268)  (16,610)  (1,234)Exchange rate (gain)/loss, net  1,108   (642)  531   431   126   859   446 Non-GAAP net income $24,925  $25,054  $27,448  $30,453  $32,143  $95,099  $115,098 Weighted average number of ordinary shares - basic  35,658,287   36,019,143   36,585,998   36,415,189   36,107,120   36,984,757   36,281,883 Non-GAAP basic net income per share attributable to ordinary shareholders $0.70  $0.70  $0.75  $0.84  $0.89  $2.57  $3.17                Weighted average number of ordinary shares - diluted  38,947,644   39,446,707   39,653,165   39,391,560   37,387,076   39,994,015   38,969,647 Non-GAAP diluted net income per share attributable to ordinary shareholders $0.64  $0.64  $0.69  $0.77  $0.86  $2.38  $2.95                               RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
(in thousands, except adjusted EBITDA margin data)
                 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 FY 2024 FY 2025      (Unaudited)     (Unaudited) (Unaudited)GAAP net income $12,838  $798  $3,188  $5,537  $11,460  $18,246  $20,983 Add:              Financial income and other  (5,662)  (7,325)  (6,554)  (6,815)  (3,899)  (27,706)  (24,593)Taxes on income (tax benefit)  (13,054)  1,332   1,377   1,382   (1,658)  (6,358)  2,433 Depreciation and amortization  4,328   4,284   4,089   3,074   3,245   10,476   14,692 Share-based compensation  18,020   15,754   14,055   11,925   9,655   73,942   51,389 Impairment of intangible assets  –   –   –   2,400   –   –   2,400 Restructuring costs  –   –   –   3,567   (143)  –   3,424 Earn-out revaluation, acquisition related costs and other  4,240   4,599   5,294   3,111   7,854   5,631   20,858 Adjusted EBITDA $20,710  $19,442  $21,449  $24,181  $26,514  $74,231  $91,586 Adjusted EBITDA margin  20.0%  18.1%  19.7%  22.4%  24.7%  19.0%  21.3%                              RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES
(In thousands)
                 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 FY 2024 FY 2025      (Unaudited)     (Unaudited) (Unaudited)GAAP research and development $22,329  $23,627  $23,994  $25,150  $17,893  $90,241  $90,664 Less:              Share-based compensation  5,563   4,730   4,129   3,229   2,333   23,569   14,421 Depreciation and amortization  247   265   313   309   301   831   1,188 Restructuring costs  –   –   –   2,258   (85)  –   2,173 Earn-out revaluation, acquisition related costs and other  (672)  65   62   (83)  137   28   181 Non-GAAP research and development $17,191  $18,567  $19,490  $19,437  $15,207  $65,813  $72,701                GAAP sales and marketing $45,232  $47,390  $44,844  $40,669  $43,772  $171,678  $176,675 Less:              Share-based compensation  3,162   2,246   1,369   1,338   1,079   13,592   6,032 Depreciation and amortization  770   716   550   507   429   2,308   2,202 Impairment of intangible assets  –   –   –   –   2,400   –   2,400 Restructuring costs  –   –   –   829   (2)  –   827 Earn-out revaluation, acquisition related costs and other  1,811   1,197   1,147   805   1,263   1,878   4,412 Non-GAAP sales and marketing $39,489  $43,231  $41,778  $37,190  $38,603  $153,900  $160,802                GAAP general and administrative $21,782  $20,966  $21,415  $22,214  $20,736  $74,814  $85,331 Less:              Share-based compensation  8,850   8,355   8,154   6,993   6,204   34,645   29,706 Depreciation and amortization  113   139   71   72   69   320   351 Impairment of intangible assets  –   –   –   2,400   (2,400)  –   – Restructuring costs  –   –   –   242   (21)  –   221 Earn-out revaluation, acquisition related costs and other  3,084   3,293   4,085   2,432   6,448   3,697   16,258 Non-GAAP general and administrative $9,735  $9,179  $9,105  $10,075  $10,436  $36,152  $38,795                               RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(In thousands)
                 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 FY 2024 FY 2025      (Unaudited)     (Unaudited) (Unaudited)Net cash provided by operating activities $30,034  $28,309  $25,204  $29,206  $21,870  $83,068  $104,589 Purchase of property and equipment  (326)  (287)  (185)  (77)  (98)  (1,303)  (647)Capitalization of internal-use software  (83)  (661)  –   –   –   (103)  (661)Free cash flow $29,625  $27,361  $25,019  $29,129  $21,772  $81,662  $103,281 
Key Performance Metrics and Non-GAAP Financial Measures

This release includes certain key performance metrics and financial measures not based on GAAP, including Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net income (loss), non-GAAP net income (loss) per share, and free cash flow, as well as operating metrics, including marketplace Gross Merchandise Value or GMV, annual active buyers, annual spend per buyer and marketplace take rate. Some amounts in this release may not total due to rounding. All percentages have been calculated using unrounded amounts.

We define each of our non-GAAP measures of financial performance, as the respective GAAP balances shown in the above tables, adjusted for, as applicable, depreciation and amortization, share-based compensation expenses, contingent consideration revaluation, acquisition related costs and other, income taxes, amortization of discount and issuance costs of convertible note, financial (income) expenses, net and other. Amortization of acquired intangible assets is excluded from the measures, however, the revenue from the acquired companies is included, and their assets actively contribute to revenue generation. Non-GAAP gross profit margin represents non-GAAP gross profit expressed as a percentage of revenue. We define non-GAAP net income (loss) per share as non-GAAP net income (loss) divided by GAAP weighted-average number of ordinary shares basic and diluted. We use free cash flow as a liquidity measure and define it as a net cash provided by operating activities less capital expenditures.

We define GMV or marketplace Gross Merchandise Value as the total value of transactions ordered through our marketplace, excluding value-added tax, goods and services tax, service chargebacks and refunds. Annual active buyers on any given date is defined as buyers who have ordered a Gig on our marketplace within the last 12-month period, irrespective of cancellations. Annual spend per buyer on any given date is calculated by dividing our GMV within the last 12-month period by the number of annual active buyers as of such date. Marketplace take rate for a given period means marketplace revenue for such period divided by GMV for such period. When we refer in this release to the marketplace we refer to transactions conducted between buyers and freelancers on Fiverr.com. When we refer to the platform we refer to the marketplace and our additional services. We define Rule-of-30 as percentage of revenue growth plus Adjusted EBITDA Margin.

Management and our board of directors use certain metrics as supplemental measures of our performance that are not required by, or presented in accordance with GAAP because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations. We also use these metrics for planning purposes, including the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and capital expenditures and to evaluate our capacity to expand our business. In addition, we believe that free cash flow, which we use as a liquidity measure, is useful in evaluating our business because free cash flow reflects the cash surplus available or used to fund the expansion of our business after the payment of capital expenditures relating to the necessary components of ongoing operations. Capital expenditures consist primarily of property and equipment purchases and capitalized software costs.

Free cash flow should not be used as an alternative to, or superior to, cash from operating activities. In addition, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net income (loss) and non-GAAP net income (loss) per share as well as operating metrics, including GMV, annual active buyers, annual spend per buyer and marketplace take rate should not be considered in isolation, as an alternative to, or superior to net income (loss), revenue, cash flows or other performance measure derived in accordance with GAAP. These metrics are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that the presentation of non-GAAP metrics is an appropriate measure of operating performance because they eliminate the impact of expenses that do not relate directly to the performance of our underlying business.

These non-GAAP metrics should not be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA and other non-GAAP metrics used herein are not intended to be a measure of free cash flow for management's discretionary use, as they do not reflect our tax payments and certain other cash costs that may recur in the future, including, among other things, cash requirements for costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and other non-GAAP metrics as supplemental measures of our performance. Our measures of Adjusted EBITDA, free cash flow and other non-GAAP metrics used herein are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

See the tables above regarding reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

We are not able to provide a reconciliation of Adjusted EBITDA guidance to net income (loss), the nearest comparable GAAP measure, and Adjusted EBITDA margin guidance for the first quarter of 2026, the fiscal year ending December 31, 2026, or the period ending December 31, 2027, because certain items that are excluded from Adjusted EBITDA and Adjusted EBITDA margin cannot be reasonably predicted or are not in our control. In particular, in the case of Adjusted EBITDA and Adjusted EBITDA margin, we are unable to forecast the timing or magnitude of share based compensation, amortization of intangible assets, impairment of intangible assets, income or loss on revaluation of contingent consideration, other acquisition-related costs, convertible notes amortization of discount and issuance costs and exchange rate income or loss, as applicable without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, GAAP measures in the future.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance including, our business plans and strategy, our multi-year plan and expected business transitions, the long term growth of our business, AI services and developments, future investments and investment strategy, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our recent reduction in force could adversely affect our business, results of operations and financial condition; AI developments may present challenges for our industry and reduce the demand for some of our service offerings; our ability to successfully implement our business plan within adverse economic conditions that may impact consumers, business spending and the demand for our services or have a material adverse impact on our business, financial condition and results of operations; our ability to attract and retain a large community of buyers and freelancers; our ability to generate sufficient revenue to maintain profitability or positive net cash flow generated by operating activities; our ability to maintain and enhance our brand; our dependence on the continued growth and expansion of the market for freelancers and the services they offer; our dependence on traffic to our websites; our ability to maintain user engagement on our websites and to maintain and improve the quality of our platform; our operations within a competitive market; political, economic and military instability in Israel, including related to the war in Israel; our ability and the ability of third parties to protect our users’ personal or other data from a security breach and to comply with laws and regulations relating to data privacy, data protection and cybersecurity; our ability to manage our current and potential future growth; our dependence on decisions and developments in the mobile device industry, over which we do not have control; our ability to detect errors, defects or disruptions in our platform; our ability to comply with the terms of underlying licenses of open source software components on our platform; our ability to expand into markets outside the United States and our ability to manage the business and economic risks of international expansion and operations; our ability to achieve desired operating margins; our ability to comply with a wide variety of U.S. and international laws and regulations, including with regulatory frameworks around the development and use of AI; our ability to attract, recruit, retain and develop qualified employees; our reliance on Amazon Web Services; our ability to mitigate payment and fraud risks; our dependence on relationships with payment partners, banks and disbursement partners; and the other important factors discussed under the caption “Risk Factors” in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2025, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

________________________________
1 See “Key Performance Metrics and Non-GAAP Financial Measures” and reconciliation tables at the end of this release for additional information regarding the non-GAAP metrics and Key Performance Metrics used in this release.

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MARSEILLE, France--(BUSINESS WIRE)--Regulatory News:

Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (“Innate” or the “Company”), a clinical-stage biotechnology company developing immunotherapies for cancer patients, today announced that members of its executive team will participate in a fireside chat and one-on-one meetings at the following conference:

Leerink Partners Global Healthcare Conference 2026

Dates: March 8–11, 2026 Location: Miami, Florida, United States Fireside chat:

Date: March 9, 2026 Time: 3:40 PM ET / 8:40 PM CET To enter the live webcast, please click here The link to access the live webcast of the presentation will be available on the Events page of the Investors section of Innate Pharma’s website. A replay of the presentation will be available following the event.

About Innate Pharma

Innate Pharma S.A. is a global, clinical-stage biotechnology company developing immunotherapies for cancer patients. Leveraging its expertise on antibody-engineering and innovative target identification, Innate Pharma is developing innovative and differentiated next-generation antibody therapeutics.

Innate Pharma is advancing a portfolio of differentiated potential first and/or best-in-class assets, focused on areas of high unmet medical need, including IPH4502, a differentiated Nectin-4 ADC developed in solid tumors, lacutamab, an anti-KIR3DL2 antibody developed in cutaneous T cell lymphomas and peripheral T cell lymphomas, and monalizumab, an anti-NKG2A antibody developed in collaboration with AstraZeneca in non-small cell lung cancer.

Innate Pharma has established collaborations with leading biopharmaceutical companies, including Sanofi and AstraZeneca, as well as renowned academic and research institutions, to advance innovation in immuno-oncology.

Headquartered in Marseille, France with a US office in Rockville, MD, Innate Pharma is listed on Euronext Paris and Nasdaq in the US.

Learn more about Innate Pharma at www.innate-pharma.com and follow us on LinkedIn and X.

Information about Innate Pharma shares

Disclaimer on forward-looking information and risk factors

For a discussion of risks and uncertainties, please refer to the Risk Factors (“Facteurs de Risque") section of the Universal Registration Document filed with the French Financial Markets Authority (“AMF”), which is available on the AMF website (http://www.amf-france.org) or on Innate Pharma’s website (www.innate-pharma.com), and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, and subsequent filings and reports filed with the AMF or SEC, or otherwise made public by the Company. References to the Company’s website and the AMF website are included for information only and the content contained therein, or that can be accessed through them, are not incorporated by reference into, and do not constitute a part of, this press release.

This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in Innate Pharma in any country.

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SSR Mining Inc. (SSRM:CA) Q4 2025 Earnings Call Transcript

This Dividend King remains one of the best buy-and-hold investments out there.

Altria Group (MO 1.06%), parent company of Philip Morris USA, is not without its controversy. Some may object to adding this quintessential "sin stock" to their portfolios. However, many past investors have benefited from buying and holding this tobacco stock.

Including dividends reinvested, Altria shares have generated annualized returns nearing 18% over the past five years. For comparison, the S&P 500 index has delivered annualized total returns of around 13% during this same time frame.

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Altria may be lagging its competitors in industry innovation, but if it can make progress resolving this issue, the impact on the stock's performance could be substantial.

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This tobacco stock has smoked its competition A high dividend, coupled with steady dividend growth, has played a big role in Altria Group's strong long-term performance. Currently, Altria has a forward dividend yield of 6.3%. This stock is also one of the Dividend Kings, or a stock with over 50 years of consecutive dividend growth.

Assuming dividends are reinvested, Altria has outperformed not just the S&P 500 but also other consumer goods Dividend Kings. Since February 2021, Altria's total returns have totaled 128.6% versus 85.8% for the S&P 500, 81.7% for Coca-Cola shares, and 41.6% for Procter & Gamble shares.

This wave of outperformance comes despite Altria's lack of progress in adapting to changing nicotine and tobacco consumption habits.

The silver lining to Altria's smoke-free dilemma In recent years, there have been plenty of headlines about how Philip Morris International (PM 1.77%), itself an Altria Group spinoff, has had greater success going smoke-free. Philip Morris International currently generates around 41.5% of its total net revenue from smoke-free products, including its Iqos heated tobacco device and Zyn nicotine pouches.

Altria, on the other hand, still generates around 88% of its total net revenue from smokeable products. Worse yet, its past smoke-free endeavors, including its investment in Juul Labs and its acquisition of Njoy, led to billions in impairment losses. Altria exited Juul at a loss due to legal and regulatory issues. Ironically, Altria's Njoy acquisition has largely failed due to losing a patent infringement suit filed against it by Juul Labs.

That said, Altria has continued to counter declining cigarette volumes with price increases. As a result, the company has continued to experience steady, albeit modest, earnings and dividend growth in the low single-digit range. Moreover, with smoke-free expectations set so low, even modest success with future smokeless products could significantly impact Altria's valuation.

Shares remain a strong buy-and-hold opportunity With modest earnings growth expected to help Altria maintain its 6.3% dividend, shares remain well positioned to deliver solid returns for years to come. Better yet, future totals could continue to align with recent performance if the company finally executes a winning smoke-free strategy.

To further bolster its nicotine pouch business, now mostly made up of its On! brand, Altria could expand its product offering through acquisitions, such as acquiring a small competitor like Turning Point Brands.

Following smokeless success, the stock could benefit not only from stronger earnings growth but also from potential valuation expansion. Right now, Altria trades for just 12 times forward earnings, while PMI trades for over 22 times forward earnings. With this in mind, consider Altria a still-great buy-and-hold opportunity for dividend investors.