Market Signal Briefing

Highlights

Hole 25MN-042 returned 5.22 g/t gold over 36.82 metres ("m"), including 19.86 g/t gold over 4.88 m.Hole 25MN-043 returned 0.36 g/t gold over 32.16 m and 9.03 g/t gold over 7.01 m, including 41.21 g/t gold over 1.37 m.Hole 25MN-041 returned 0.58 g/t gold over 16.15 m.11 holes pending assays, totalling 3,924 m, have been completed and are pending assay results.Vancouver, British Columbia--(Newsfile Corp. - February 11, 2026) - Scorpio Gold Corp. (TSXV: SGN) (OTCQB: SRCRF) (FSE: RY9) ("Scorpio Gold", or the "Company") is pleased to announce results from three holes from its 2025 drilling program at the Manhattan District Project ("Manhattan"), Nevada, USA: from the Phase Two program (25MN-041 through 25MN-043). The results are tabulated in Table 1 and discussed below. Scorpio Gold has drilled 44 drill holes to date from its Phase Two diamond drilling program, 25MN-011 through 25MN-045 and 26MN-046 through 26MN-054, for a grand total of 14,324 m. With the results herein, Scorpio Gold has reported assays on 33 of these (25MN-011 through 25MN-043), totalling 10,406 m, and assays are pending from 11 holes (25MN-044 through 25MN-045 and 26MN-046 through 26MN-054), totalling 3,924 m. The pending results will be reported as they come available and the holes are discussed briefly below.

"Results from our current three-rig diamond drilling program continue to reinforce the presence of strong grades along the main mineralized trend at Manhattan. As the program advances, we will continue stepping out along the Reliance Trend with the objective of adding ounces ahead of the next resource update. We have also planned several more aggressive step-outs designed to rapidly test the broader strike potential of the system, including pending results from exploration drill holes targeting new areas such as Black Mammoth," stated Harrison Pokrandt, Vice President of Exploration.

One hole was drilled along the Reliance Trend (25MN-042), one hole was drilled in the Gap Zone (25MN-041), and one hole was drilled in the East Pit area (25MN-043), see Figure 1. These holes were designed to add Inferred category resource blocks in areas where drill density was insufficient to categorise them as Inferred in the June 2025 estimate. The holes tested laterally and below the Inferred Resource Constraining Pit ("IRCP"), modelled at a gold price of USD $2,500 with a 0.3 g/t gold only cutoff grade, along with other inputs including: mill recovery of 90%, 50 degree pit slope angle for in-situ rock, mining costs of $3.00 per tonne for both ore and waste, milling costs of $15.00 per tonne processed, general administration cost of $3.50 per tonne processed and 2% royalty costs, and ore loss and dilution not applied. For further details see "Mineral Resource Estimate and NI 43-101 Technical Report, Manhattan Property, Nye County, Nevada" with an effective date of June 4, 2025, on Scorpio Gold's website, here.

Figure 1. Surface Plan Map of drill results with highlights noted.

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Drill Hole ID
Hole DepthTarget
Azimuth / DipFrom (m)To (m)Intercept¹ (m)Gold (g/t)25MN-041Gap Zone11.4317.375.940.32203 m055° / -55°50.2956.396.100.77

79.25108.2028.960.28

111.86128.0216.150.5825MN-042Reliance Trend92.13105.3713.230.26269 m055° / -45°115.00119.364.362.14

127.01163.8336.825.22
including154.23159.114.8819.86

167.21175.568.350.22

189.80197.427.620.4425MN-043East Pit207.42239.5732.160.36276 m060° / -45°268.53275.547.019.03
including271.42272.801.3741.21¹ Intervals contain no more than 3 continuous metres grading less than 0.1 g/t gold, high grade samples were capped at 70 g/t gold.Table 1. Results from the current batch of drill holes. Note: There is insufficient geological information to estimate a true width for the drill intercepts reported.

Completed hole summaries, reported results, see Figure 1:

25MN-041: contained three intervals, all hosted in meta-sedimentary fine grained clastic units, of 5.94 m, 6.10 m, and 28.96 m, grading 0.32 g/t gold, 0.77 g/t gold, 0.28 g/t gold, 0.58 g/t gold respectively. One interval, hosted in limestone, of 16.15 m grading 0.58 g/t gold overlies and is adjacent to the volcanic tuff/caldera contact. See Figure 2, section A to A'.

25MN-042: contained five intervals, all hosted in meta-sedimentary fine grained clastic and limestone units, of 13.23 m, 4.36 m, 36.82 m, 8.35 m, and 7.62 m, grading 0.26 g/t gold, 2.14 g/t gold, 5.22 g/t gold, 0.22 g/t gold, and 0.44 g/t gold respectively. The 36.82 m length interval includes 4.88 m grading 19.86 g/t gold. See Figure 3, section B to B'.

25MN-043: contained two intervals, all hosted in meta-sedimentary fine grained clastic and quartzite units, of 32.16 m and 7.01 m, grading 0.36 g/t gold and 9.03 g/t gold respectively. The later interval includes 1.37 m grading 41.21 g/t gold and is open to depth. See Figure 4, section C to C'.

Figure 2. Section A-A', along trace of hole 25MN-041, showing gold grades with reported intervals highlighted.

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Figure 3. Section B-B', along trace of holes 25MN-042, showing gold grades with reported intervals highlighted.

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Figure 4. Section C-C', along trace of hole 25MN-043, showing gold grades with reported intervals highlighted.

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Completed hole summaries, assays pending, see Figure 5:

25MN-044: drilled near Mustang Hill, to the north, to test the faulted contact zone between caldera volcanics and older sedimentary units that host the current Inferred Mineral Resource.

25MN-045: drilled near Mustang Hill, to the north-northeast to test the faulted contact zone between caldera volcanics and older sedimentary units that host the current Inferred Mineral Resource.

26MN-046: drilled directly north of the historic East Pit, to test for a northerly extension of a westerly mineralised fault splay. A 50 m step-out from drill hole 25MN-043.

26MN-047: drilled as a 50 m step out on drill hole 25MN-042 to the north northwest, on the Reliance Trend.

26MN-048: drilled at Goldwedge to test the faulted contact zone between caldera volcanics and older sedimentary units that host the current Inferred Mineral Resource.

26MN-049: drilled directly north of the historic West Pit, along the Reliance Trend, a 50 m step-out to the southwest and at depth from drill hole 25MN-042.

26MN-050: exploration hole drilled along a structure recognised in the company's recently completed magnetic survey northwest of Mustang Hill, in a newly recognised are called Sloppy Gulch where a circular 1km diameter gold in soils anomaly defined at 100ppm gold where newly discovered historic workings were found.

26MN-051: drilled directly north of the historic East Pit, to test for a northerly extension of a westerly mineralised fault splay. A 50 m step-out to the southeast from drill hole 26MN-046.

26MN-052: drilled directly north of the historic West Pit, along the Reliance Trend, a 50 m step-out to the southwest from drill hole 26MN-049.

26MN-053: the first deep penetrating exploration hole at the peripheral Black Mammoth prospect, targeting the extension of the Reliance Trend where it intersects the Caldera Margin, as it extends northwest of Goldwedge.

26MN-054: drilled directly north of the historic East Pit, to test for a northerly extension of a westerly mineralised fault splay. A 50 m step-out to the northeast from drill hole 26MN-046.

Figure 5. Location and surface traces of completed holes with assays pending, with modelled structures and current Inferred Mineral Resource Block Model2.

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QA/QC

HQ sized diamond drill core samples were cut in halves, then bagged and secured with security tags to ensure integrity during transportation to the Reno, NV, Paragon Geochemical facility for preparation. For quality assurance ("QA"), unmarked coarse blanks, unmarked certified reference materials, and requested laboratory duplicates were inserted into the sampling sequence. QA samples were systematically inserted into each batch of samples, amounting to approximately 10% of the run of samples. Samples were analyzed for gold using method PA-AU02 (~500 g), a two-cycle PhotonAssayTM analysis of crushed material (70% passing 2 mm). All Paragon Geochemical facilities comply with ISO 17025:2017.

About the Manhattan District

Manhattan, located in the Walker Lane Trend of Nevada, USA, is road accessible and lies approximately 20 kilometers south of the operating Round Mountain Gold Mine, which has produced more than 15 million ounces of gold. For the first time, the Company has consolidated Manhattan's past-producing mines under a single entity that holds valuable permitting and water rights. Historically, Manhattan has produced approximately 700,000 ounces of gold from high-grade placer and lode operations dating from the late 1890s through to the mid-2000s.¹ The maiden mineral resource estimate (the "Maiden MRE") covering the Goldwedge and Manhattan Pit areas of Manhattan is comprised of 18,343,000 tonnes grading 1.26 g/t gold for a total of 740,000 oz contained gold in the inferred category.²

A historical mineral resource estimate (the "Historical MRE") covers the Black Mammoth, April Fool, Hooligan, Keystone, and Jumbo areas of Manhattan and comprises 1,652,325 tonnes grading 5.89 g/t gold for a total of 303,949 oz contained gold.³ The deposit is interpreted as a low-sulfidation, epithermal, gold-rich system situated adjacent to the Tertiary-aged Manhattan caldera in the Southern Toquima Range of Nevada. A "Qualified Person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") has not done sufficient work to make the Historical MRE current, and the Company is not treating the Historical MRE as current.

Notes

Adjacent Properties: The Company has no interest in, or rights to, any of the adjacent properties mentioned, including the Round Mountain Gold Mine, and exploration results on adjacent properties are not necessarily indicative of mineralization on the Company's properties. Any references to exploration results on adjacent properties are provided for information only and do not imply any certainty of achieving similar results on the Company's properties.Historical Data: This news release includes historical information that has been reviewed by the Company's qualified person. The Company's review of the historical records and information reasonably substantiate the validity of the information presented in this presentation. The Company encourages readers to exercise appropriate caution when evaluating these data and/or results.Third-Party Mineral Projects: These deposits are cited solely for geological context. The Company cautions that these properties are not necessarily adjacent to, nor does the Company or have any interest in or control over them. Although certain geological features may be similar, there is no assurance that mineralization comparable to these deposits will be discovered on any of the Company's properties. Information regarding the aforementioned deposits is taken from publicly available sources and technical reports believed to be reliable but has not been independently verified by the Company. The Company encourages readers to exercise appropriate caution when evaluating these data and/or results.Mineral Resource Estimate (MRE): All scientific and technical information relating to Manhattan pertaining to Maiden MRE contained in this news release is derived from the Technical Report dated October 23, 2025 (with an effective date of June 4, 2025) titled "Mineral Resource Estimate and NI 43-101 Technical Report" (the "Technical Report") prepared by Matthew R. Dumala, P.Eng (BC) of Archer Cathro Geological (US) Ltd., Patrick Loury, M.Sc., CPG (AIPG) of Daniel Kunz & Associates, Annaliese Miller, LG (WA) of Geosyntec Consultants, Inc. and Art Ibrado, PhD, PE (AZ) of Fort Lowell Consulting PPLC. The information contained herein in respect of the Maiden MRE is subject to all of the assumptions, qualifications and procedures set out in the Technical Report and reference should be made to the full text of the Technical Report, a copy of which has been filed with the applicable securities regulators and is available under the Company's profile on www.sedarplus.ca.Historical MRE: A Qualified Person has not done sufficient work to make the Historical MRE current, and the Company is not treating the Historical MRE as current. The Company considers the Historical MRE relevant as it demonstrates the presence of significant gold mineralization across multiple zones within Manhattan; however, its reliability is uncertain because it was prepared prior to the adoption of the current CIM Definition Standards and current QA/QC practices. The Historical MRE provides limited disclosure of assumptions, parameters, estimation methods, cutoff grades, and QA/QC protocols, and therefore these cannot be fully verified by the Company. The categories used in the historical estimate predate, and are not directly comparable to, current CIM Definition Standards, and the Company is not treating the Historical MRE as a current Mineral Resource Estimate. To upgrade and verify the Historical MRE in order to make it a current Mineral Resource Estimate, the Company would be required to undertake confirmatory drilling, modern QA/QC sampling, validation and digitization of historical datasets and updated geological modeling followed by the preparation of a new Mineral Resource Estimate in accordance with CIM Definition Standards and NI 43-101. The Company encourages readers to exercise appropriate caution when evaluating the Historical MRE.All scientific and technical information relating to Manhattan pertaining to the Historical MRE contained in this news release is derived from the Technical Report dated May 1997 titled "Exploration and Pre-Production Mine Development, Manhattan District Project, Nye County" (the "Historical Technical Report") prepared by New Concept Mining, Inc. The information contained herein in respect of the Historical MRE is subject to all the assumptions, qualifications and procedures set out in the Historical Technical Report and reference should be made to the full text of the Historical Technical Report.References: (1) Strachan, D. G., and Master, T. D., 2005: Update and Revision of the Gold Wedge Project Development, Nye County. Report prepared for Nevada; Royal Standard Minerals, Inc. and dated March 31, 2005; (2) Dumala, M. R., and Lowry, P., 2025: Mineral Resource Estimate and NI 43-101 Technical Report, Manhattan Property, Nye County, Nevada. Report prepared for Scorpio Gold Corporation and dated October 23, 2025 (with an effective date of June 4, 2025); and (3) Berry, A., and Willard, P., 1997: "Exploration and Pre-Production Mine Development, Manhattan District Project, Nye County". Report prepared for New Concept Mining, Inc. and dated May 1997. Qualified Person

The scientific and technical information in this news release has been reviewed, verified and approved by Thomas Poitras, P. Geo., Chief Geologist of Scorpio Gold, a "Qualified Person", as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Verification included review of laboratory certificates, review of field logs and chain-of-custody records, inspection of blank/standard/duplicate performance, and review of collar and down-hole survey data. No limitations or failures to verify were identified.

About Scorpio Gold Corp.

Scorpio Gold holds a 100% interest in the Manhattan District located in the Walker Lane Trend of Nevada, USA. Scorpio Gold's Manhattan District is ~4,780-hectares and comprises the advanced exploration-stage Goldwedge Mine, with a 400 ton per day maximum capacity gravity mill, and four past-producing pits that were acquired from Kinross in 2021 (see news release dated March 25, 2021). The consolidated Manhattan District presents an exciting late-stage exploration opportunity, with over 140,000 metres of historical drilling, significant resource potential, and valuable permitting and water rights.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

ON BEHALF OF THE BOARD OF SCORPIO GOLD CORPORATION

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this news release include, among others, statements relating to the timing, scope and interpretation of assay results; potential for resource growth; the potential continuity, extent and characteristics of mineralization along the Reliance Trend, Gap Zone, Zanzibar Trend and Mustang Hill; the intended follow-up exploration activities and timing of future disclosures, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283520

Source: Scorpio Gold Corp

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MCLEAN, Va.--(BUSINESS WIRE)--Hilton Worldwide Holdings Inc. ("Hilton," "the Company," "we," "us" or "our") (NYSE: HLT) today reported its fourth quarter and full year 2025 results. Highlights include:

Diluted EPS was $1.27 for the fourth quarter and $6.12 for the full year Diluted EPS, adjusted for special items, was $2.08 for the fourth quarter and $8.11 for the full year Net income was $298 million for the fourth quarter and $1,461 million for the full year Adjusted EBITDA was $946 million for the fourth quarter and $3,725 million for the full year System-wide comparable RevPAR increased 0.5 percent and 0.4 percent, on a currency neutral basis, for the fourth quarter and full year, respectively, compared to the same periods in 2024 Approved 37,400 new rooms for development during the fourth quarter, bringing our development pipeline to a record 520,500 rooms as of December 31, 2025, representing growth of 4 percent from December 31, 2024 Added 26,000 rooms to our system in the fourth quarter, resulting in 97,000 room openings for the full year, contributing to net unit growth of 6.7 percent from December 31, 2024 Issued $1.0 billion aggregate principal amount of 5.500% Senior Notes due 2034 in December 2025 Announced the launch of a new brand, Apartment Collection by Hilton, in January 2026 Expanded Hilton Honors Adventures in December 2025, welcoming Explora Journeys as the second partner, following AutoCamp in 2024, and expanding into luxury ocean travel Repurchased 2.8 million shares of Hilton common stock during the fourth quarter, bringing total capital return, including dividends, to $792 million for the quarter and $3.3 billion for the full year Full year 2026 system-wide RevPAR is projected to increase between 1.0 percent and 2.0 percent on a comparable and currency neutral basis compared to 2025; full year net income is projected to be between $1,982 million and $2,011 million; full year Adjusted EBITDA is projected to be between $4,000 million and $4,040 million Full year 2026 capital return is projected to be approximately $3.5 billion Net unit growth for 2026 is expected to be between 6.0% and 7.0% Overview

Christopher J. Nassetta, President & Chief Executive Officer of Hilton, said, "We delivered another quarter of strong bottom-line results, demonstrating the continued strength of our business model. As we look ahead to 2026, we are increasingly optimistic about the tailwinds building, including improving demand patterns, driven by broader macroeconomic growth and major global and domestic events, which, when paired with limited supply growth, should result in stronger RevPAR performance. The quality of our development pipeline, the introduction of our exciting new brands and partnerships, as well as the continued growth in the presence of our existing brands globally, give us confidence in delivering net unit growth between 6.0 percent and 7.0 percent in 2026 and beyond."

For the three months ended December 31, 2025, system-wide comparable RevPAR increased 0.5 percent compared to the same period in 2024 due to an increase in ADR, partially offset by modest occupancy declines. Management and franchise fee revenues increased 7.4 percent compared to the same period in 2024.

For the year ended December 31, 2025, system-wide comparable RevPAR increased 0.4 percent compared to the same period in 2024 due to an increase in ADR. Management and franchise fee revenues increased 6.4 percent compared to the same period in 2024.

For the three months ended December 31, 2025, diluted EPS was $1.27 and diluted EPS, adjusted for special items, was $2.08, compared to $2.06 and $1.76, respectively, for the three months ended December 31, 2024. Net income and Adjusted EBITDA were $298 million and $946 million, respectively, for the three months ended December 31, 2025, compared to $505 million and $858 million, respectively, for the three months ended December 31, 2024.

For the year ended December 31, 2025, diluted EPS was $6.12 and diluted EPS, adjusted for special items, was $8.11, compared to $6.14 and $7.12, respectively, for the year ended December 31, 2024. Net income and Adjusted EBITDA were $1,461 million and $3,725 million, respectively, for the year ended December 31, 2025, compared to $1,539 million and $3,429 million, respectively, for the year ended December 31, 2024.

Development

In the fourth quarter of 2025, we opened 190 hotels, totaling 26,000 rooms, resulting in 21,300 net room additions. Notable openings included the Waldorf Astoria Shanghai Qiantan in China and over 10 Tapestry Collection hotels, including the Anise Aluma Athens, Tapestry Collection by Hilton in Greece and the Diyar Ajwa, Tapestry Collection by Hilton in Saudi Arabia, continuing the expansion of the lifestyle brand across the globe. We expect to continue to see our Tapestry brand grow, with nearly 20 signings in the fourth quarter. Other notable lifestyle openings include the Canopy by Hilton Istanbul Taksim and the Canopy by Hilton Izmir Bomonti, representing the brand's first hotels in Türkiye. We also introduced our first Outset Collection by Hilton hotels with the openings of the Slackline Moab and ACME Hotel Chicago. In January 2026, we announced the launch of our new brand, Apartment Collection by Hilton, which will initially add as many as 3,000 incremental units to our already established base of apartment-style units in our system, with bookings starting in the first half of 2026.

We added 37,400 rooms to the development pipeline during the fourth quarter, and, as of December 31, 2025, our development pipeline totaled 3,703 hotels representing 520,500 rooms throughout 129 countries and territories, including 26 countries and territories where we had no existing hotels. Additionally, of the rooms in the development pipeline, almost half were under construction and more than half were located outside of the U.S.

Balance Sheet and Liquidity

As of December 31, 2025, we had $12.5 billion of debt outstanding, excluding the deduction for unamortized deferred financing costs and discount, with a weighted average interest rate of 4.76 percent. Excluding all finance lease liabilities, we had $12.1 billion of debt outstanding with a weighted average interest rate of 4.76 percent and no material indebtedness that matures prior to April 2027. We believe that we have sufficient sources of liquidity and access to debt markets to address the repayment of all indebtedness that becomes due at or prior to the respective maturity dates.

In December 2025, we issued $1.0 billion aggregate principal amount of 5.500% Senior Notes due 2034 and used a portion of the net proceeds to redeem all $500 million in aggregate principal amount of the 5.750% Senior Notes due 2028, plus accrued and unpaid interest. No borrowings were outstanding under our Revolving Credit Facility as of December 31, 2025, which had an available borrowing capacity of $1,894 million after considering $106 million of letters of credit outstanding. Total cash and cash equivalents were $970 million as of December 31, 2025, including $52 million of restricted cash and cash equivalents.

In December 2025, we paid a quarterly cash dividend of $0.15 per share of common stock, for a total payment of $35 million, bringing total dividend payments for the year to $143 million. In February 2026, our board of directors authorized a regular quarterly cash dividend of $0.15 per share of common stock to be paid on March 31, 2026 to holders of record of our common stock as of the close of business on February 27, 2026.

During the three months ended December 31, 2025, we repurchased 2.8 million shares of Hilton common stock at an average price per share of $272.40, for a total of $757 million. During the year ended December 31, 2025, we repurchased 12.5 million shares of Hilton common stock at an average price per share of $253.71, returning $3.3 billion of capital to shareholders, including dividends. The amount authorized remaining under our stock repurchase program as of December 31, 2025 was approximately $1.3 billion. In January 2026, our board of directors authorized an additional $3.5 billion for share repurchases under our stock repurchase program.

The number of shares outstanding as of February 6, 2026 was 229.3 million.

Outlook

Share-based metrics in Hilton's outlook include actual share repurchases through the fourth quarter but do not include the effects of potential share repurchases thereafter.

Full Year 2026

System-wide comparable RevPAR, on a currency neutral basis, is projected to increase between 1.0 percent and 2.0 percent compared to 2025. Diluted EPS is projected to be between $8.49 and $8.61. Diluted EPS, adjusted for special items, is projected to be between $8.65 and $8.77. Net income is projected to be between $1,982 million and $2,011 million. Adjusted EBITDA is projected to be between $4,000 million and $4,040 million. Contract acquisition costs and capital expenditures, excluding amounts reimbursed by third parties, are projected to be approximately $300 million. Capital return is projected to be approximately $3.5 billion. General and administrative expenses are projected to be approximately $400 million. Net unit growth is projected to be between 6.0 percent and 7.0 percent. First Quarter 2026

System-wide comparable RevPAR, on a currency neutral basis, is projected to increase between 1.0 percent and 2.0 percent compared to the first quarter of 2025. Diluted EPS is projected to be between $1.87 and $1.93. Diluted EPS, adjusted for special items, is projected to be between $1.91 and $1.97. Net income is projected to be between $436 million and $450 million. Adjusted EBITDA is projected to be between $875 million and $895 million. Conference Call

Hilton will host a conference call to discuss fourth quarter and full year 2025 results on February 11, 2026 at 9:00 a.m. Eastern Time. Participants may listen to the live webcast by logging on to the Hilton Investor Relations website at https://ir.hilton.com/events-and-presentations. A replay and transcript of the webcast will be available within 24 hours after the live event at https://ir.hilton.com/financial-reporting.

Alternatively, participants may listen to the live call by dialing 1-888-317-6003 in the United States ("U.S.") or 1-412-317-6061 internationally using the conference ID 0675957. Participants are encouraged to dial into the call or link to the webcast at least fifteen minutes prior to the scheduled start time. A telephone replay will be available for seven days following the call. To access the telephone replay, dial 1-855-669-9658 in the U.S. or 1-412-317-0088 internationally using the conference ID 1157393.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, future financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "forecasts," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond our control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of our information technology systems; growth of reservation channels outside of our system; risks of doing business outside of the U.S.; risks associated with geopolitical conflicts; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and our indebtedness. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under the section entitled "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is filed with the Securities and Exchange Commission (the "SEC") and is accessible on the SEC's website at www.sec.gov. Such factors may be updated from time to time in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is expected to be filed with the SEC on or about the date of this press release. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Definitions

See the "Definitions" section for the definition of certain terms used within this press release, including within the schedules.

Non-GAAP Financial Measures

We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles ("GAAP") in this press release, including: net income, adjusted for special items; diluted EPS, adjusted for special items; Adjusted EBITDA; Adjusted EBITDA margin; net debt; and net debt to Adjusted EBITDA ratio. See the schedules to this press release, including the "Definitions" section, for additional information and reconciliations of such non-GAAP financial measures, as well as the most comparable GAAP financial measures.

About Hilton

Hilton (NYSE: HLT) is a leading global hospitality company with a portfolio of 26 world-class brands comprising more than 9,100 properties and over 1.3 million rooms, in 143 countries and territories. Dedicated to fulfilling its founding vision to fill the earth with the light and warmth of hospitality, Hilton has welcomed over 4 billion guests in its more than 100-year history. Named as the No. 1 World's Best Workplace by Great Place to Work and Fortune, Hilton aims to create the best culture for its 500,000 team members around the world. Hilton has introduced industry-leading technology enhancements to improve the guest experience, including Digital Key Share, automated complimentary room upgrades and the ability to book confirmed connecting rooms. Through the award-winning guest loyalty program Hilton Honors, the more than 243 million Hilton Honors members who book directly with Hilton can earn Points for hotel stays and experiences money can't buy. With the free Hilton Honors app, guests can book their stay, select their room, check in, unlock their door with a Digital Key and check out, all from their smartphone. Visit stories.hilton.com for more information, and connect with Hilton on facebook.com/hiltonnewsroom, x.com/hiltonnewsroom, linkedin.com/company/hilton, instagram.com/hiltonnewsroom and youtube.com/@hilton.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)

  Three Months Ended

Year Ended

December 31,

December 31,

2025

2024

2025

2024

Revenues

Franchise and licensing fees

$

671

$

642

$

2,780

$

2,600

Base and other management fees

98

82

376

369

Incentive management fees

101

86

313

290

Ownership

345

333

1,233

1,255

Other revenues

65

53

252

232

1,280

1,196

4,954

4,746

Cost reimbursement revenues

1,807

1,587

7,085

6,428

Total revenues

3,087

2,783

12,039

11,174

Expenses

Ownership

292

293

1,094

1,126

Depreciation and amortization

47

39

177

146

General and administrative

95

97

393

415

Other expenses

57

44

132

137

491

473

1,796

1,824

Reimbursed expenses

1,994

1,821

7,550

6,985

Total expenses

2,485

2,294

9,346

8,809

Gain on sales of assets, net

—

—

—

5

Operating income

602

489

2,693

2,370

Interest expense

(165

)

(157

)

(620

)

(569

)

Loss on foreign currency transactions

(3

)

(7

)

(11

)

(12

)

Other non-operating income (loss), net

(5

)

11

10

(6

)

Income before income taxes

429

336

2,072

1,783

Income tax benefit (expense)

(131

)

169

(611

)

(244

)

Net income

298

505

1,461

1,539

Net income attributable to redeemable and nonredeemable noncontrolling interests

(1

)

—

(4

)

(4

)

Net income attributable to Hilton stockholders

$

297

$

505

$

1,457

$

1,535

Weighted average shares outstanding:

Basic

232

243

236

248

Diluted

234

246

238

250

Earnings per share:

Basic

$

1.28

$

2.08

$

6.18

$

6.20

Diluted

$

1.27

$

2.06

$

6.12

$

6.14

Cash dividends declared per share

$

0.15

$

0.15

$

0.60

$

0.60

HILTON WORLDWIDE HOLDINGS INC.

COMPARABLE AND CURRENCY NEUTRAL SYSTEM-WIDE HOTEL OPERATING STATISTICS

BY REGION, BRAND AND SEGMENT

(unaudited)

  Three Months Ended December 31,

Occupancy

ADR

RevPAR

2025

vs. 2024

2025

vs. 2024

2025

vs. 2024

System-wide

69.6

%

(0.3

)%

pts.

$

159.25

0.9

%

$

110.89

0.5

%

Region

U.S.

68.8

%

(0.9

)%

pts.

$

166.53

(0.2

)%

$

114.57

(1.6

)%

Americas (excluding U.S.)

67.2

1.2

153.44

2.0

103.12

3.8

Europe

75.1

1.5

170.11

3.1

127.82

5.3

Middle East & Africa

78.7

2.8

216.59

11.8

170.35

15.9

Asia Pacific

69.4

0.5

108.70

2.8

75.46

3.5

Brand(1)

Waldorf Astoria Hotels & Resorts

69.7

%

4.0

%

pts.

$

484.11

5.6

%

$

337.55

12.1

%

Conrad Hotels & Resorts

77.8

3.3

294.35

3.8

229.10

8.4

LXR Hotels & Resorts

66.5

8.6

483.71

10.9

321.50

27.4

Canopy by Hilton

74.0

2.4

227.96

(1.0

)

168.74

2.3

Hilton Hotels & Resorts

69.9

1.0

195.09

1.7

136.31

3.2

Curio Collection by Hilton

71.3

0.7

243.58

2.4

173.65

3.4

DoubleTree by Hilton

67.2

(0.4

)

146.26

1.6

98.26

1.0

Tapestry Collection by Hilton

66.8

0.8

184.80

0.6

123.40

1.8

Embassy Suites by Hilton

70.7

(1.1

)

177.28

(1.1

)

125.38

(2.6

)

Motto by Hilton

85.1

1.1

273.83

2.3

232.96

3.6

Hilton Garden Inn

67.8

(0.9

)

141.06

(0.5

)

95.65

(1.8

)

Hampton by Hilton

68.6

(1.0

)

126.42

(0.8

)

86.78

(2.2

)

Tru by Hilton

68.0

(1.4

)

121.82

(2.2

)

82.79

(4.2

)

Homewood Suites by Hilton

75.4

(0.9

)

154.61

(1.1

)

116.65

(2.2

)

Home2 Suites by Hilton

73.4

(0.5

)

133.32

—

97.81

(0.7

)

Segment

Management and franchise

69.5

%

(0.3

)%

pts.

$

158.10

0.8

%

$

109.84

0.3

%

Ownership(2)

81.9

3.0

238.78

3.0

195.61

6.9

HILTON WORLDWIDE HOLDINGS INC.

COMPARABLE AND CURRENCY NEUTRAL SYSTEM-WIDE HOTEL OPERATING STATISTICS

BY REGION, BRAND AND SEGMENT

(unaudited)

  Year Ended December 31,

Occupancy

ADR

RevPAR

2025

vs. 2024

2025

vs. 2024

2025

vs. 2024

System-wide

71.5

%

(0.1

)%

pts.

$

159.89

0.5

%

$

114.39

0.4

%

Region

U.S.

72.0

%

(0.5

)%

pts.

$

169.28

—

%

$

121.91

(0.8

)%

Americas (excluding U.S.)

68.3

0.5

153.79

4.4

105.06

5.1

Europe

74.3

0.8

168.43

1.8

125.13

2.9

Middle East & Africa

72.8

4.2

192.15

5.0

139.89

11.5

Asia Pacific

68.7

0.4

104.62

0.5

71.86

1.1

Brand(1)

Waldorf Astoria Hotels & Resorts

65.1

%

4.0

%

pts.

$

467.39

3.1

%

$

304.14

9.7

%

Conrad Hotels & Resorts

75.6

2.3

276.54

2.0

209.10

5.1

LXR Hotels & Resorts

60.3

5.0

489.67

0.2

295.34

9.2

Canopy by Hilton

73.6

2.2

227.75

(0.9

)

167.67

2.1

Hilton Hotels & Resorts

70.5

0.5

193.00

1.1

135.98

1.8

Curio Collection by Hilton

71.9

1.9

240.77

1.1

173.15

3.8

DoubleTree by Hilton

68.9

(0.1

)

145.70

0.9

100.35

0.7

Tapestry Collection by Hilton

68.2

0.3

186.52

0.9

127.30

1.3

Embassy Suites by Hilton

73.8

(0.9

)

184.36

(0.4

)

136.05

(1.6

)

Motto by Hilton

83.0

2.0

226.28

0.8

187.85

3.3

Hilton Garden Inn

70.4

(0.3

)

143.09

(0.5

)

100.68

(0.9

)

Hampton by Hilton

71.1

(0.6

)

130.00

(0.3

)

92.38

(1.2

)

Tru by Hilton

71.3

(0.4

)

127.68

(1.4

)

91.04

(2.0

)

Homewood Suites by Hilton

78.6

(0.5

)

159.47

(0.5

)

125.39

(1.1

)

Home2 Suites by Hilton

76.2

(0.4

)

137.20

0.2

104.54

(0.3

)

Segment

Management and franchise

71.5

%

(0.1

)%

pts.

$

159.02

0.5

%

$

113.64

0.3

%

Ownership(2)

78.1

2.0

224.80

2.1

175.47

4.8

HILTON WORLDWIDE HOLDINGS INC.

PROPERTY SUMMARY

As of December 31, 2025

  Ownership(1)

Managed

Franchised / Licensed

Total

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

Waldorf Astoria Hotels & Resorts

2

463

37

9,225

—

—

39

9,688

Conrad Hotels & Resorts

1

164

44

14,121

5

2,779

50

17,064

LXR Hotels & Resorts

—

—

7

1,155

11

1,788

18

2,943

NoMad

—

—

1

91

—

—

1

91

Signia by Hilton

—

—

5

3,293

—

—

5

3,293

Canopy by Hilton

—

—

14

2,393

34

6,103

48

8,496

Hilton Hotels & Resorts

43

14,660

309

130,725

270

83,226

622

228,611

Curio Collection by Hilton

—

—

31

7,720

165

30,629

196

38,349

Graduate by Hilton

—

—

—

—

35

5,881

35

5,881

DoubleTree by Hilton

—

—

169

45,523

546

114,615

715

160,138

Tapestry Collection by Hilton

—

—

8

2,479

184

21,385

192

23,864

Embassy Suites by Hilton

—

—

37

9,703

233

52,613

270

62,316

Tempo by Hilton

—

—

1

661

5

763

6

1,424

Outset Collection by Hilton

—

—

—

—

2

268

2

268

Motto by Hilton

—

—

—

—

10

2,261

10

2,261

Hilton Garden Inn

—

—

131

25,718

993

140,064

1,124

165,782

Hampton by Hilton

—

—

52

8,355

3,143

351,531

3,195

359,886

Tru by Hilton

—

—

14

1,565

324

31,372

338

32,937

Spark by Hilton

—

—

—

—

228

20,191

228

20,191

Homewood Suites by Hilton

—

—

8

1,020

551

63,223

559

64,243

Home2 Suites by Hilton

—

—

2

210

863

95,137

865

95,347

LivSmart Studios by Hilton

—

—

—

—

2

226

2

226

Strategic partner hotels(2)

—

—

—

—

509

23,567

509

23,567

Other(3)

—

—

3

803

12

3,278

15

4,081

Total hotels

46

15,287

873

264,760

8,125

1,050,900

9,044

1,330,947

Hilton Grand Vacations(4)

—

—

—

—

114

20,404

114

20,404

Total system

46

15,287

873

264,760

8,239

1,071,304

9,158

1,351,351

Ownership(1)

Managed

Franchised / Licensed

Total

Properties

Rooms

Properties

Rooms

Properties

Rooms

Properties

Rooms

U.S.

—

—

180

79,351

6,031

772,231

6,211

851,582

Americas (excluding U.S.)

1

405

69

18,118

432

55,895

502

74,418

Europe

37

10,662

113

28,116

754

90,987

904

129,765

Middle East & Africa

3

1,376

120

34,437

45

6,704

168

42,517

Asia Pacific

5

2,844

391

104,738

863

125,083

1,259

232,665

Total hotels

46

15,287

873

264,760

8,125

1,050,900

9,044

1,330,947

Hilton Grand Vacations(4)

—

—

—

—

114

20,404

114

20,404

Total system

46

15,287

873

264,760

8,239

1,071,304

9,158

1,351,351

HILTON WORLDWIDE HOLDINGS INC.

CAPITAL EXPENDITURES AND CONTRACT ACQUISITION COSTS

(dollars in millions)

(unaudited)

  Three Months Ended

December 31,

Increase / (Decrease)

2025

2024

$

%

Capital expenditures for property and equipment(2)

$

30

$

48

(18

)

(37.5)

Capitalized software costs(3)

22

31

(9

)

(29.0)

Total capital expenditures

52

79

(27

)

(34.2)

Contract acquisition costs, net of refunds(4)

128

18

110

NM(1)

Total capital expenditures and contract acquisition costs

$

180

$

97

83

85.6

Year Ended

December 31,

Increase / (Decrease)

2025

2024

$

%

Capital expenditures for property and equipment(2)

$

101

$

96

5

5.2

Capitalized software costs(3)

84

102

(18

)

(17.6)

Total capital expenditures

185

198

(13

)

(6.6)

Contract acquisition costs, net of refunds(4)

231

105

126

NM(1)

Total capital expenditures and contract acquisition costs

$

416

$

303

113

37.3

HILTON WORLDWIDE HOLDINGS INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

NET INCOME AND DILUTED EPS, ADJUSTED FOR SPECIAL ITEMS

(in millions, except per share data)

(unaudited)

  Three Months Ended

Year Ended

December 31,

December 31,

2025

2024

2025

2024

Net income attributable to Hilton stockholders, as reported

$

297

$

505

$

1,457

$

1,535

Diluted EPS, as reported

$

1.27

$

2.06

$

6.12

$

6.14

Special items:

Cost reimbursement revenues(1)

$

(1,807

)

$

(1,587

)

$

(7,085

)

$

(6,428

)

Reimbursed expenses(1)

1,994

1,821

7,550

6,985

Loss on debt guarantees(2)

—

—

—

50

FF&E replacement reserves

23

19

73

57

Gain on sales of assets, net

—

—

—

(5

)

Tax-related adjustments(3)

1

(274

)

4

(278

)

Other adjustments(4)

40

15

80

32

Total special items before taxes

251

(6

)

622

413

Income tax expense on special items

(61

)

(67

)

(149

)

(168

)

Total special items after taxes

$

190

$

(73

)

$

473

$

245

Net income, adjusted for special items

$

487

$

432

$

1,930

$

1,780

Diluted EPS, adjusted for special items

$

2.08

$

1.76

$

8.11

$

7.12

HILTON WORLDWIDE HOLDINGS INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

NET INCOME MARGIN AND

ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN

(dollars in millions)

(unaudited)

  Three Months Ended

Year Ended

December 31,

December 31,

2025

2024

2025

2024

Net income

$

298

$

505

$

1,461

$

1,539

Interest expense

165

157

620

569

Income tax expense (benefit)

131

(169

)

611

244

Depreciation and amortization expenses

47

39

177

146

Gain on sales of assets, net

—

—

—

(5

)

Loss on foreign currency transactions

3

7

11

12

Loss on debt guarantees(1)

—

—

—

50

FF&E replacement reserves

23

19

73

57

Share-based compensation expense

35

36

170

176

Amortization of contract acquisition costs

15

13

57

50

Cost reimbursement revenues(2)

(1,807

)

(1,587

)

(7,085

)

(6,428

)

Reimbursed expenses(2)

1,994

1,821

7,550

6,985

Other adjustments(3)

42

17

80

34

Adjusted EBITDA

$

946

$

858

$

3,725

$

3,429

Three Months Ended

Year Ended

December 31,

December 31,

2025

2024

2025

2024

Total revenues, as reported

$

3,087

$

2,783

$

12,039

$

11,174

Add: amortization of contract acquisition costs

15

13

57

50

Less: cost reimbursement revenues(1)

(1,807

)

(1,587

)

(7,085

)

(6,428

)

Total revenues, as adjusted

$

1,295

$

1,209

$

5,011

$

4,796

Net income

$

298

$

505

$

1,461

$

1,539

Net income margin

9.7

%

18.2

%

12.1

%

13.8

%

Adjusted EBITDA

$

946

$

858

$

3,725

$

3,429

Adjusted EBITDA margin

73.0

%

71.0

%

74.4

%

71.5

%

HILTON WORLDWIDE HOLDINGS INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

LONG-TERM DEBT TO NET INCOME RATIO AND

NET DEBT AND NET DEBT TO ADJUSTED EBITDA RATIO

(dollars in millions)

(unaudited)

  December 31,

2025

2024

Long-term debt, including current maturities

$

12,363

$

11,151

Add: unamortized deferred financing costs and discount

96

85

Long-term debt, including current maturities and excluding the deduction for unamortized deferred financing costs and discount

12,459

11,236

Less: cash and cash equivalents

(918

)

(1,301

)

Less: restricted cash and cash equivalents

(52

)

(75

)

Net debt

$

11,489

$

9,860

Net income

$

1,461

$

1,539

Long-term debt to net income ratio

8.5

7.2

Adjusted EBITDA

$

3,725

$

3,429

Net debt to Adjusted EBITDA ratio

3.1

2.9

HILTON WORLDWIDE HOLDINGS INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

OUTLOOK: NET INCOME AND DILUTED EPS, ADJUSTED FOR SPECIAL ITEMS

(in millions, except per share data)

(unaudited)

  Three Months Ending

March 31, 2026

Low Case

High Case

Net income attributable to Hilton stockholders

$

435

$

449

Diluted EPS(1)

$

1.87

$

1.93

Special items(2):

FF&E replacement reserves

$

11

$

11

Other adjustments

1

1

Total special items before taxes

12

12

Income tax expense on special items

(3

)

(3

)

Total special items after taxes

$

9

$

9

Net income, adjusted for special items

$

444

$

458

Diluted EPS, adjusted for special items(1)

$

1.91

$

1.97

Year Ending

December 31, 2026

Low Case

High Case

Net income attributable to Hilton stockholders

$

1,979

$

2,008

Diluted EPS(1)

$

8.49

$

8.61

Special items(2):

FF&E replacement reserves

$

43

$

43

Other adjustments

5

5

Total special items before taxes

48

48

Income tax expense on special items

(10

)

(10

)

Total special items after taxes

$

38

$

38

Net income, adjusted for special items

$

2,017

$

2,046

Diluted EPS, adjusted for special items(1)

$

8.65

$

8.77

HILTON WORLDWIDE HOLDINGS INC.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES

OUTLOOK: NET INCOME AND ADJUSTED EBITDA

(in millions)

(unaudited)

  Three Months Ending

March 31, 2026

Low Case

High Case

Net income

$

436

$

450

Interest expense

164

164

Income tax expense

159

165

Depreciation and amortization expenses

48

48

FF&E replacement reserves

11

11

Share-based compensation expense

40

40

Amortization of contract acquisition costs

16

16

Other adjustments(1)

1

1

Adjusted EBITDA

$

875

$

895

Year Ending

December 31, 2026

Low Case

High Case

Net income

$

1,982

$

2,011

Interest expense

720

720

Income tax expense

791

802

Depreciation and amortization expenses

201

201

FF&E replacement reserves

43

43

Share-based compensation expense

192

192

Amortization of contract acquisition costs

65

65

Other adjustments(1)

6

6

Adjusted EBITDA

$

4,000

$

4,040

HILTON WORLDWIDE HOLDINGS INC.
DEFINITIONS

Net Income (Loss), Adjusted for Special Items, and Diluted EPS, Adjusted for Special Items

Net income (loss), adjusted for special items is calculated as net income (loss) attributable to Hilton stockholders, as reported, plus total special items after taxes. Net income (loss), adjusted for special items, and diluted earnings (loss) per share ("EPS"), adjusted for special items, are not recognized terms under GAAP and should not be considered as alternatives to net income (loss), diluted EPS or other measures of financial performance or liquidity derived in accordance with GAAP. In addition, our definition of net income (loss), adjusted for special items, and diluted EPS, adjusted for special items, may not be comparable to similarly titled measures of other companies.

Net income (loss), adjusted for special items, and diluted EPS, adjusted for special items, are included to assist investors in performing meaningful comparisons of past, present and future operating results and as a means of highlighting the results of our ongoing operations.

Adjusted EBITDA, Net Income (Loss) Margin and Adjusted EBITDA Margin

Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses earned or incurred in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items.

Net income (loss) margin represents net income (loss) as a percentage of total revenues. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenues, adjusted to exclude the amortization of contract acquisition costs and cost reimbursement revenues.

We believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) these measures are used by our management team to evaluate our operating performance and make day-to-day operating decisions and (ii) these measures are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. Additionally, these measures exclude certain items that can vary widely across different industries and among competitors within our industry. For instance, interest expense and income taxes are dependent on company specifics, including, among other things, capital structure and operating jurisdictions, respectively, and, therefore, could vary significantly across companies. Depreciation and amortization expenses, as well as amortization of contract acquisition costs, are dependent upon company policies, including the method of acquiring and depreciating assets and the useful lives that are assigned to those depreciating or amortizing assets for accounting purposes. We also exclude items such as: (i) FF&E replacement reserves for leased hotels to be consistent with the treatment of capital expenditures for property and equipment, where depreciation of such capitalized assets is reported within depreciation and amortization expenses; (ii) share-based compensation, as this could vary widely among companies due to the different plans in place and the usage of them; and (iii) other items that are not reflective of our operating performance, such as amounts related to debt restructurings and debt retirements and reorganization and related severance costs, to enhance period-over-period comparisons of our ongoing operations. Further, Adjusted EBITDA excludes both cost reimbursement revenues and reimbursed expenses as we contractually do not operate the related programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures. The direct reimbursements from property owners are billable and reimbursable as the costs are incurred and have no net effect on net income (loss) in the reporting period. The indirect reimbursements from property owners are typically billed and collected monthly, based on the underlying hotel's sales or usage (e.g., gross room revenue or number of reservations processed), while the associated costs are recognized as incurred by Hilton, creating timing differences, with the net effect impacting net income (loss) in the reporting period. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the programs are operated in the best long-term interests of our property owners. However, over the life of the operation of these programs, the expenses incurred related to the indirect reimbursements are designed to equal the revenues earned from the indirect reimbursements over time such that, in the long term, the programs will not earn a profit or generate a loss and do not impact our economics, either positively or negatively. Therefore, the net effect of our reimbursed revenues and expenses is not used by management to evaluate our operating performance, determine executive compensation or make other operating decisions, and we exclude their impact when evaluating period over period performance results.

Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under GAAP and should not be considered as alternatives, either in isolation or as a substitute, for net income (loss), net income (loss) margin or other measures of financial performance or liquidity, including cash flows, derived in accordance with GAAP. Further, Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, may not be comparable to similarly titled measures of other companies and should not be considered as other methods of analyzing our results as reported under GAAP.

Net Debt, Long-Term Debt to Net Income (Loss) Ratio and Net Debt to Adjusted EBITDA Ratio

Long-term debt to net income (loss) ratio is calculated as the ratio of Hilton's long-term debt, including current maturities, to net income (loss). Net debt is calculated as: long-term debt, including current maturities and excluding the deduction for unamortized deferred financing costs and discounts; reduced by: (i) cash and cash equivalents and (ii) restricted cash and cash equivalents. Net debt to Adjusted EBITDA ratio is calculated as the ratio of Hilton's net debt to Adjusted EBITDA. Net debt and net debt to Adjusted EBITDA ratio, presented herein, are non-GAAP financial measures that the Company uses to evaluate its financial leverage.

Net debt should not be considered as a substitute to debt presented in accordance with GAAP, and net debt to Adjusted EBITDA ratio should not be considered as an alternative to measures of financial condition derived in accordance with GAAP. Net debt and net debt to Adjusted EBITDA ratio may not be comparable to similarly titled measures of other companies. We believe net debt and net debt to Adjusted EBITDA ratio provide useful information about our indebtedness to investors as they are frequently used by securities analysts, investors and other interested parties to compare the indebtedness between companies.

Comparable Hotels

We define our comparable hotels as those that were active and operating in our system for at least one full calendar year and were open January 1st of the previous year. We exclude hotels that have undergone a change in brand or ownership type or a large-scale capital project during the current or comparable periods or otherwise do not have available comparable results, such as those that have sustained substantial property damage or encountered business interruption. We exclude strategic partner hotels from our comparable hotels. Of the 9,044 hotels in our system as of December 31, 2025, 509 hotels were strategic partner hotels and 6,162 hotels were classified as comparable hotels. Our 2,373 non-comparable hotels as of December 31, 2025 included (i) 1,281 hotels that were added to our system after January 1, 2024 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 1,092 hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available for them.

Occupancy

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels for a given period. Occupancy measures the utilization of available capacity at a hotel or group of hotels. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help management determine achievable Average Daily Rate ("ADR") pricing levels as demand for hotel rooms increases or decreases.

ADR

ADR represents hotel room revenue divided by the total number of room nights sold for a given period. ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates charged to customers have different effects on overall revenues and incremental profitability than changes in occupancy, as described above.

Revenue per Available Room ("RevPAR")

RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at a hotel or group of hotels, as previously described: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of December 31, 2025, and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the three months and years ended December 31, 2025 and 2024 use foreign currency exchange rates for the three months and year ended year ended December 31, 2025, respectively.

Pipeline

Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system.

More News From Hilton Worldwide Holdings Inc.

LOUISVILLE, Ky.--(BUSINESS WIRE)--Humana Inc. (NYSE: HUM) today reported consolidated pretax results and net (loss) earnings per share (EPS) for the quarter ended December 31, 2025 (4Q25) versus the quarter ended December 31 31, 2024 (4Q24) and for the year ended December 31, 2025 (FY 2025) versus the year ended December 31, 2024 (FY 2024) as noted in the tables below.

Consolidated (loss) income before income taxes and equity in net losses (pretax results)

in millions

4Q25 (a)

4Q24 (a)

FY 2025 (a)

FY 2024 (a)

Generally Accepted Accounting Principles (GAAP)

($1,011

)

($862

)

$1,555

$1,721

Amortization associated with identifiable intangibles

8

14

51

60

Put/call valuation adjustments associated with company's non-consolidating minority interest investments

53

155

513

296

Value creation initiatives

129

130

449

281

Impact of exit of employer group commercial medical products business

—

67

(62

)

144

Settlement of certain litigation expenses

—

—

15

—

Loss on sale of business

4

—

67

—

Impairment charges

221

200

253

200

Adjusted (non-GAAP)

($596

)

($296

)

$2,841

$2,702

(Net loss per share) EPS

4Q25 (a)

4Q24 (a)

FY 2025 (a)

FY 2024 (a)

GAAP

($6.61

)

($5.76

)

$9.84

$9.98

Amortization associated with identifiable intangibles

0.07

0.12

0.42

0.50

Put/call valuation adjustments associated with company's non-consolidating minority interest investments

0.45

1.29

4.25

2.45

Value creation initiatives

1.07

1.08

3.72

2.33

Impact of exit of employer group commercial medical products business

—

0.55

(0.52

)

1.19

Settlement of certain litigation expenses

—

—

0.13

—

Loss on sale of business

0.03

—

0.55

—

Impairment charges

1.83

1.66

2.09

1.65

Cumulative net tax impact of non-GAAP adjustments

(0.80

)

(1.10

)

(3.34

)

(1.89

)

Adjusted (non-GAAP)

($3.96

)

($2.16

)

$17.14

$16.21

Refer to the "Footnotes" section included herein for further explanation of disclosures for Adjusted (non-GAAP) financial measures, as well as reconciliations.

Please refer to the tables above, as well as the consolidated and segment highlight sections in the detailed earnings release for additional discussion of the factors impacting the year-over-year quarterly and FY comparisons.

“We were pleased with our solid financial performance and operational progress in 2025,” said Humana President and CEO Jim Rechtin. "We continue to feel good about our consumer-focused strategy and our individual Medicare Advantage membership growth in 2026, which will allow us to build for the future with even better outcomes and experiences."

FY 2026 Earnings Guidance

Humana introduces its GAAP EPS guidance for the year ending December 31, 2026 (FY 2026) of 'at least $8.89', or 'at least $9.00' on an Adjusted basis. The FY 2026 projected guidance anticipates a year-over-year decline as a result of the Star Ratings headwind for Bonus Year 2026, net of mitigation.

Diluted earnings per share (a)

FY 2026
Guidance

FY 2025

GAAP

at least $8.89

$9.84

Amortization associated with identifiable intangibles

0.15

0.42

Put/call valuation adjustments associated with the company's non-consolidating minority interest investments (b)

—

4.25

Value creation initiatives (b)

—

3.72

Impact of exit of employer group commercial medical products business (b)

—

(0.52

)

Settlement of certain litigation expenses (b)

—

0.13

Loss on sale of business (b)

—

0.55

Impairment charges (b)

—

2.09

Cumulative net tax impact

(0.04

)

(3.34

)

Adjusted (non-GAAP) – FY 2026 projected (b); FY 2025 reported

at least $9.00

$17.14

Refer to the "Footnotes" section included herein for further explanation of disclosures for Adjusted (non-GAAP) financial measures, as well as additional reconciliations.

Detailed Press Release

Humana’s full earnings press release, including the statistical pages, has been posted to the company’s Investor Relations site and may be accessed at https://humana.gcs-web.com/ or via a current report on Form 8-K filed by the company with the Securities and Exchange Commission this morning (available at www.sec.gov or on the company’s website).

Conference Call

Humana will host a live question-and-answer session for analysts at 8:00 a.m. Eastern time today to discuss its financial results for the quarter and the company’s expectations for future earnings. In advance of the question-and-answer session, Humana will post prepared management remarks to the Quarterly Results section of its Investor Relations page (https://humana.gcs-web.com/financial-information/quarterly-results).

A webcast of the 4Q25 earnings call may be accessed via Humana’s Investor Relations page at https://humana.gcs-web.com/.

If you anticipate asking a question during the question-and-answer session, please register in advance at this link - https://register-conf.media-server.com/register/BIb3f01f81dd3b4f7cb8331d38dad89903.

Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique registrant ID.

The company suggests participants listening via the web or the conference call sign in or dial in at least 15 minutes in advance of the call. For those unable to participate in the live event, the virtual presentation archive will be available in the Historical Webcasts and Presentations section of the Investor Relations page at https://humana.gcs-web.com/, approximately two hours following the live webcast.

Footnotes

The company has included financial measures throughout this earnings release that are not in accordance with GAAP. Management believes that these measures, when presented in conjunction with the corresponding GAAP measures, provide a comprehensive perspective to more accurately compare and analyze the company’s core operating performance over time. Consequently, management uses these non-GAAP (Adjusted) financial measures as consistent indicators of the company’s core business operations from period to period, as well as for planning and decision-making purposes and in determination of incentive compensation. Non-GAAP (Adjusted) financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. The company’s non-GAAP measures are not intended to normalize earnings, eliminate volatility, or represent future performance. Non-GAAP measures are subject to inherent limitations and may differ from similarly titled measures used by other companies. All financial measures in this earnings release are in accordance with GAAP unless otherwise indicated. Please refer to the footnotes for a detailed description of each item adjusted out of GAAP financial measures to arrive at non-GAAP (Adjusted) financial measures.

(a) For the periods covered in this earnings release, the following items are excluded from the non-GAAP financial measures described above, as applicable.

Amortization associated with identifiable intangibles - Since amortization varies based on the size and timing of acquisition activity, management believes the exclusion of this non-cash expense provides a more consistent and uniform indicator of performance from period to period. For all periods shown within this earnings release, GAAP measures affected include consolidated pretax results, EPS (net loss per share), and Insurance and CenterWell segments' income from operations. The table below discloses respective period amortization expense for each segment: Amortization
(in millions)

4Q25

4Q24

FY 2025

FY 2024

Insurance segment

$4

$4

$17

$17

CenterWell segment

$4

$10

$34

$43

Put/call valuation adjustments associated with the company’s non-consolidating minority interest investments - These non-cash amounts are the result of fair value measurements associated with the company's primary care strategic partnership and are unrelated to the company's core business performance. For all periods shown within this earnings release, GAAP measures affected include consolidated pretax results and EPS (net loss per share). Value creation initiatives - These charges relate to the company's multi-year transformation program, as approved by management with defined scope and milestones. The intent of the program is to re-align the company’s cost structure, operating model, and technology footprint with evolving market conditions. These costs primarily include severance and associate exit costs, asset impairments, and external consulting expenses incurred to execute the program. These charges were recorded at the corporate level and not allocated to the segments. The company has consistently applied this adjustment across all periods. For all periods shown within this earnings release, GAAP measures affected in this release include consolidated pretax results, EPS (net loss per share), and the consolidated operating cost ratio. Impact of exit of employer group commercial medical products business - These amounts relate to activity from the exit of the employer group commercial medical products business as announced by Humana on February 23, 2023. For FY 2025, 4Q24, and FY 2024, GAAP measures affected include consolidated pretax results and EPS (net loss per share). Additionally for 4Q24 and FY 2024, impacted measures also include consolidated revenues, consolidated benefit ratio, consolidated operating cost ratio, Insurance segment revenues, Insurance segment benefit ratio, Insurance segment operating cost ratio, and Insurance segment income from operations. Settlement of certain litigation expenses - These charges relate to expenses that the company recognized in connection with a discrete legal matter. The nature and magnitude of this settlement are not indicative of the company’s ongoing operations. For FY 2025, GAAP measures affected in this release include consolidated pretax results, EPS, the consolidated and Insurance segment operating cost ratios, and Insurance segment income from operations. Loss on sale of business - This discrete disposition is not part of the company's ordinary course operations and the impacts recognized from the disposal do not reflect core operational performance. The loss primarily reflects the difference between the carrying value and proceeds at the time of sale. For 4Q25 and FY 2025, GAAP measures affected in this release include consolidated pretax results and EPS (net loss per share). Impairment charges - The company recognized non-cash impairment charges related to certain indefinite-lived intangible assets based on the company's estimate of future financial performance in certain state markets. Additionally, the company recognized non-cash impairment charges in 4Q25 related to a discrete joint-venture investment for which the company held minority ownership interests that were deemed to be unrecoverable based on recent market activity. These charges were recorded at the corporate level and not allocated to the segments. For all periods shown within this earnings release, GAAP measures affected in this release include consolidated pretax results, EPS (net loss per share), and the consolidated operating cost ratio. For 4Q25 and FY 2025, the GAAP measure of consolidated revenues (specifically investment income) was further impacted. Cumulative net tax impact - This adjustment represents the cumulative net impact of the corresponding tax benefit or expense at the applicable marginal rate related to the aforementioned items excluded from the applicable GAAP measures. For 4Q25 and FY 2025, the tax adjustment reflects the impact of the loss on sale of business, which exceeded the book loss. The related tax benefit from the loss on sale of business is realizable via capital loss carryback. The tax impact of the aforementioned items differs from the statutory rates due to jurisdictional mix, limitations on deductibility, and other factors. The cumulative tax impact is not intended to represent a normalized effective tax rate or expected future tax outcomes. For all periods presented in this earnings release, EPS (net loss per share) is the sole GAAP measure affected. In addition to the reconciliations shown on page 2 of this release, the following are reconciliations of GAAP to Adjusted (non-GAAP) measures described above and disclosed within this earnings release:

Revenues

CONSOLIDATED
Revenues
(in millions)

4Q25

4Q24

FY 2025

FY 2024

GAAP

$32,515

$29,213

$129,664

$117,761

Impairment charges

125

—

125

—

Impact of exit of employer group commercial medical products business

—

(14

)

—

(551

)

Adjusted (non-GAAP)

$32,640

$29,199

$129,789

$117,210

INSURANCE SEGMENT
Revenues
(in millions)

4Q25

4Q24

FY 2025

FY 2024

GAAP

$31,343

$28,170

$124,563

$113,764

Impact of exit of employer group commercial medical products business

—

(14

)

—

(551

)

Adjusted (non-GAAP)

$31,343

$28,156

$124,563

$113,213

Benefit ratio

CONSOLIDATED
Benefit ratio

4Q25

4Q24

FY 2025

FY 2024

GAAP

93.0

%

91.5

%

90.2

%

89.8

%

Impact of exit of employer group commercial medical products business

—

%

(0.2

)%

—

%

(0.1

)%

Adjusted (non-GAAP)

93.0

%

91.3

%

90.2

%

89.7

%

INSURANCE SEGMENT
Benefit ratio

4Q25

4Q24

FY 2025

FY 2024

GAAP

93.1

%

92.1

%

90.4

%

90.4

%

Impact of exit of employer group commercial medical products business

—

%

(0.2

)%

—

%

(0.1

)%

Adjusted (non-GAAP)

93.1

%

91.9

%

90.4

%

90.3

%

Operating cost ratio

CONSOLIDATED
Operating cost ratio

4Q25

4Q24

FY 2025

FY 2024

GAAP

13.7

%

14.4

%

12.0

%

11.8

%

Value creation initiatives

(0.4

)%

(0.5

)%

(0.4

)%

(0.2

)%

Impact of exit of employer group commercial medical products business

—

%

—

%

—

%

(0.1

)%

Settlement of certain litigation expenses

—

%

—

%

—

%

—

%

Impairment charges

(0.3

)%

(0.7

)%

(0.1

)%

(0.2

)%

Adjusted (non-GAAP)

13.0

%

13.2

%

11.5

%

11.3

%

INSURANCE SEGMENT
Operating cost ratio

4Q25

4Q24

FY 2025

FY 2024

GAAP

10.8

%

11.0

%

9.1

%

9.2

%

Impact of exit of employer group commercial medical products business

—

%

—

%

—

%

—

%

Settlement of certain litigation expenses

—

%

—

%

—

%

—

%

Adjusted (non-GAAP)

10.8

%

11.0

%

9.1

%

9.2

%

Insurance Segment - (Loss) Income from operations

INSURANCE SEGMENT
(Loss) income from operations
(in millions)

4Q25

4Q24

FY 2025

FY 2024

GAAP

($927

)

($646

)

$1,664

$1,289

Amortization associated with identifiable intangibles

4

4

17

17

Settlement of certain litigation expenses

—

—

15

—

Impact of exit of employer group commercial medical products business

—

67

—

177

Adjusted (non-GAAP)

($923

)

($575

)

$1,696

$1,483

(b) FY 2026 GAAP EPS guidance and FY 2026 Adjusted (non-GAAP) EPS guidance exclude the impact of future value changes to items that have not yet been recognized and cannot currently be reasonably estimated.

Cautionary Statement

This news release includes forward-looking statements regarding Humana within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor presentations, press releases, Securities and Exchange Commission (SEC) filings, and in oral statements made by or with the approval of one of Humana’s executive officers, the words or phrases like “expects,” “believes,” “anticipates,” “assumes,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of the company’s SEC filings, a summary of which includes but is not limited to the following:

If Humana does not design and price its products properly and competitively, if the premiums Humana receives are insufficient to cover the cost of healthcare services delivered to its members, if the company is unable to implement clinical initiatives to provide a better healthcare experience for its members, lower costs and appropriately document the risk profile of its members, or if its estimates of benefits expense are inadequate, Humana’s profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. The company continually reviews estimates of future payments relating to benefit expenses for services incurred in the current and prior periods and makes necessary adjustments to its reserves, including premium deficiency reserves, where appropriate. These estimates involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in claim payment patterns and medical cost trends. Accordingly, Humana's reserves may be insufficient. If Humana fails to effectively implement its operational and strategic initiatives, including its Medicare initiatives, which are of particular importance given the concentration of the company's revenues in these products, state-based contract strategy, the growth of its CenterWell business, and its integrated care delivery model, the company’s business may be materially adversely affected. The number of Humana’s Medicare Advantage plans rated 4-star or higher significantly declined in 2025. Humana filed a lawsuit seeking to set aside and vacate the 2025 Star Ratings of its Medicare Advantage plans, and on October 14, 2025, the Court issued a decision rejecting Humana's challenge. Although the company has appealed that decision, there can be no assurances that it will ultimately prevail in the lawsuit. If the company is not successful, the decline in Star Ratings will negatively impact its 2026 quality bonus payments from CMS and may also significantly adversely affect the company’s revenues, operating results, and cash flows. In addition, there can be no assurances the company will be successful in maintaining or improving its Star Ratings in future years. If Humana, or the third-party service providers on which it relies, fails to properly maintain the integrity of its data, to strategically maintain existing or implement new information systems (including systems powered by or incorporating artificial intelligence (AI) or machine learning (ML)), or to protect Humana’s proprietary rights to its systems, or to defend against cyber-security attacks, contain such attacks when they occur, or prevent other privacy or data security incidents that result in security breaches that disrupt the company's operations or in the unintentional dissemination of sensitive personal information or proprietary or confidential information, the company’s business may be materially adversely affected. Humana is involved in various legal actions, or disputes that could lead to legal actions (such as, among other things, provider contract disputes and qui tam litigation brought by individuals on behalf of the government), governmental and internal investigations, and routine internal review of business processes any of which, if resolved unfavorably to the company, could result in substantial monetary damages or changes in its business practices. Increased litigation and negative publicity could also increase the company’s cost of doing business. As a government contractor, Humana is exposed to risks that may materially adversely affect its business or its willingness or ability to participate in government healthcare programs including, among other things, loss of material government contracts; governmental audits and investigations; potential inadequacy of government determined payment rates; potential restrictions on profitability, including by comparison of profitability of the company’s Medicare Advantage business to non-Medicare Advantage business; or other changes in the governmental programs in which Humana participates. Changes to the risk-adjustment model utilized by CMS to adjust premiums paid to Medicare Advantage plans or retrospective recovery by CMS of previously paid premiums as a result of the final rule related to the risk adjustment data validation audit methodology published by CMS on January 30, 2023 (Final RADV Rule), which Humana believes fails to address adequately the statutory requirement of actuarial equivalence and violates the Administrative Procedure Act due to its failure to include a "Fee for Service Adjuster" could have a material adverse effect on the company's operating results, financial position and cash flows. Humana's business activities are subject to substantial government regulation. New laws or regulations, or legislative, judicial, or regulatory changes in existing laws or regulations or their manner of application could increase the company's cost of doing business and have a material adverse effect on Humana’s results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting the company’s ability to expand into new markets, increasing the company’s medical and operating costs by, among other things, requiring a minimum benefit ratio on insured products, lowering the company’s Medicare payment rates and increasing the company’s expenses associated with a non-deductible health insurance industry fee and other assessments); the company’s financial position (including the company’s ability to maintain the value of its goodwill); and the company’s cash flows. Humana’s failure to manage acquisitions, divestitures and other significant transactions successfully may have a material adverse effect on the company’s results of operations, financial position, and cash flows. If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company’s business may be adversely affected. Humana faces significant competition in attracting and retaining talented employees. Further, managing succession for, and retention of, key executives is critical to the Company’s success, and its failure to do so could adversely affect the Company’s businesses, operating results and/or future performance. Humana’s pharmacy business is highly competitive and subjects it to regulations and supply chain risks in addition to those the company faces with its core health benefits businesses. Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance. Humana’s ability to obtain funds from certain of its licensed subsidiaries is restricted by state insurance regulations. Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition. Volatility or disruption in the securities and credit markets may significantly and adversely affect the value of our investment portfolio and the investment income that we derive from this portfolio. In making forward-looking statements, Humana is not undertaking to address or update them in future filings or communications regarding its business or results. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein may or may not occur. There also may be other risks that the company is unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward-looking statements.

Humana advises investors to read the following documents as filed by the company with the SEC for further discussion both of the risks it faces and its historical performance:

Form 10-K for the year ended December 31, 2024; Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025; and Form 8-Ks filed during 2025 and 2026. About Humana

Humana Inc. is committed to putting health first – for our teammates, our customers, and our company. Through our Humana insurance services, and our CenterWell health care services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare, Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.

More News From Humana Inc.

FARMINGTON, Conn. & CHICAGO--(BUSINESS WIRE)--Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon”), together with Monroe Capital LLC (“Monroe”), today announced the closing of an initial $40 million senior credit facility for Ossio Inc. (“OSSIO”), with an additional $10 million available to support future growth. Founded in 2014, OSSIO is an orthopedics company committed to transforming the surgical experience for patients, physicians, providers and payors. The company's vision is.

CORAL GABLES, Fla.--(BUSINESS WIRE)--Fresh Del Monte Produce Inc. (NYSE: FDP) (the “Company”) today announced that management will meet with institutional investors at the Citi’s 2026 Global Consumer & Retail Conference in Aventura, Florida on Tuesday, March 10, 2026.

To schedule a meeting with management, please contact your Citi representative. If you are unable to attend the conference and would like to schedule a call with management, please contact Christine Cannella, Vice President of Investor Relations, [email protected].

About Fresh Del Monte Produce Inc.

Fresh Del Monte Produce Inc. is one of the world’s leading vertically integrated producers, marketers, and distributors of high-quality fresh and fresh-cut fruit and vegetables, with products sold in more than 80 countries. The company is also a leading producer and distributor of prepared food in Europe, Africa, and the Middle East. Fresh Del Monte Produce Inc. markets its products worldwide under the DEL MONTE® brand (under license from Del Monte Foods, Inc.), a symbol of product innovation, quality, freshness, and reliability for over 135 years. Fresh Del Monte Produce Inc. is not affiliated with certain other Del Monte companies around the world, including Del Monte Foods, Inc., the U.S. subsidiary of Del Monte Pacific Limited, Del Monte Canada, or Del Monte Asia Pte. Ltd. Fresh Del Monte Produce Inc. is the first global marketer of fruits and vegetables to commit to the “Science Based Targets” initiative. The company was ranked as one of “America’s Most Trusted Companies” by Newsweek three times, based on an independent survey rating companies on three different touchpoints, including customer trust, investor trust, and employee trust. The company was also named a Humankind 100 Company for two consecutive years by Humankind Investments, which recognizes companies that substantially impact areas such as access to food and clean water, healthcare, and digital services. Fresh Del Monte has also been awarded a SEAL Business Sustainability Awards four times in the last five years (2021, 2023, 2024, and 2025), a testament to its mission of Building a Brighter World Tomorrow®. Fresh Del Monte Produce Inc. is traded on the NYSE under the symbol FDP.

More News From Fresh Del Monte Produce Inc.

LAS VEGAS, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Premier Development & Investment, Inc. (OTC: PDIV) (“The Company” or “Premier”) confirms the distribution of a very detailed update early next week and upon all (and other undisclosed) items as detailed in our Press Releases dated December 16 and 19, 2025. A link, for ease of reference: https://www.otcmarkets.com/stock/PDIV/news/Premier-Development--Investment-Inc-Updates-on-Social-Media-and-Investor-Relations?id=504543.

BOSTON, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Bioxytran, Inc. (OTCQB: BIXT) today announced positive clinical results from its recently completed Phase 2 randomized, double-blind, placebo-controlled, dose-optimization trial evaluating ProLectin-M in subjects with laboratory-confirmed acute viral infection. The Bioxyytran Trial reports complete elimination of viral load in 100% of patients at day 7 versus placebo (p=.001).

The completed Phase 2 clinical study was a randomized, double-blind, placebo-controlled, dose-optimization trial evaluating orally administered ProLectin-M in subjects with acute viral infection. The study enrolled 38 subjects, all of whom completed the study. Subjects were randomized to receive one of three ProLectin-M dose levels or a matching placebo, administered over a seven-day treatment period.

Viral shedding was assessed using RT-PCR analysis of nasopharyngeal swabs collected at predefined timepoints, with viral clearance defined as non-detection of viral RNA below established PCR thresholds.

The study design, endpoints, and duration confirmed Bioxytran’s earlier randomized, placebo-controlled Phase 2 trial, which demonstrated statistically significant reductions in viral load by Day 7, early clearance as soon as Day 3, and no observed viral rebounds during a 14-day post-treatment observation period. The current trial further refined dose selection of four tablets per day and evaluated the reproducibility of rapid viral clearance using the same core virologic assessment methodology.

Topline Viral Clearance Results
Following database lock and unblinding, treatment-wise analyses demonstrated the following outcomes:

Complete elimination of viral load in 100% of treated subjects by Day 7, compared to the placebo group (p = .001)No viral rebounds observed in the treated population during the 14-day post-treatment observation period These results indicate rapid and sustained viral clearance in subjects treated with ProLectin-M.

Viral Clearance Timing (All Subjects)

Across the full study population:

Day 3: 1 of 38 subjects demonstrated non-detection of viral sheddingDay 5: 16 of 38 subjects demonstrated non-detection of viral sheddingDay 7: 38 of 38 subjects demonstrated non-detection of viral shedding
The study was designed to evaluate viral clearance kinetics and inform dose selection for future late-stage clinical development.

“The study design of seven days reflects real-world applications for treating acute viral diseases, with the objective of demonstrating a statistically meaningful reduction in viral load by Day 7,” said Dr. Leslie Ajayi, Chief Medical Officer of Bioxytran. “The results demonstrate that viral clearance occurred more rapidly than anticipated, with a significant proportion of treated subjects achieving viral non-detection by Day 3 and complete clearance by Day 7.”

“What continues to distinguish ProLectin-M as a broad-range antiviral drug is its novel mechanism of action,” Dr. Platt continued. “Rather than targeting viral replication inside the cell, our galectin antagonist is designed to interfere with viral entry at the cell surface. This extracellular approach may reduce reliance on immune activation and represents a fundamentally different strategy in antiviral therapy. We believe these results further support the potential of carbohydrate-based therapeutics and the emerging field of Glycovirology.”

Next Steps

Based on these results, Bioxytran plans to advance regulatory discussions to support late-stage clinical development and evaluate ProLectin-M across additional viral indications consistent with its broad-spectrum antiviral profile.

About Bioxytran, Inc.

Bioxytran, Inc. is a clinical-stage biotechnology company developing novel carbohydrate-based therapeutics targeting significant unmet medical needs in virology and other disease areas. The Company’s lead program, ProLectin-M, is being developed as a potential broad-spectrum antiviral therapeutic.

For more information, please visit www.bioxytraninc.com.

Investor & Media Contact:
Bryan Feinberg / AmplifiX
[email protected]

Company Contact:
[email protected]
(617) 510-2539

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding the performance of the technology described herein, the interpretation of clinical trial results, regulatory plans, and future development activities. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and similar expressions, although not all forward-looking statements include these terms. Such statements are subject to significant risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied. These risks are described in Bioxytran’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings made from time to time. Bioxytran undertakes no obligation to update or revise any forward-looking statements, except as required under applicable securities laws.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/37657855-933f-4c06-910c-45e4ec67bc02

February 11, 2026 06:00 ET  | Source: Upstream Bio

– Verekitug provided statistically significant and clinically meaningful reductions in annualized asthma exacerbation rate (AAER) with 100 mg q12 and 400 mg q24 week dosing –

– Verekitug also delivered clinically meaningful improvements in lung function (FEV1) and exhaled nitric oxide (FeNO) with both dose regimens –

– Verekitug was generally well tolerated, with a safety profile consistent with prior studies –

– Over 90% of eligible patients have rolled over to the Phase 2 VALOUR long-term extension study –

– Upstream Bio to advance verekitug into Phase 3 trials in severe asthma and CRSwNP following planned regulatory interactions –

– Management will host a live webcast today at 8:00 a.m. ET –

WALTHAM, Mass., Feb. 11, 2026 (GLOBE NEWSWIRE) -- Upstream Bio, Inc. (Nasdaq: UPB), a clinical-stage company developing treatments for inflammatory diseases, with an initial focus on severe respiratory disorders, today announced positive top-line results from the Phase 2 VALIANT clinical trial evaluating the safety and efficacy of verekitug in adults with severe asthma. Verekitug is the only known clinical-stage antagonist targeting the receptor for thymic stromal lymphopoietin (TSLP).

VALIANT met the study’s primary endpoint of a statistically significant and clinically meaningful reduction in the annualized asthma exacerbation rate (AAER) with both every 12 week (q12w) and every 24 week (q24w) dosing, with verekitug demonstrating a reduction in AAER of 56% (p<0.0003) when dosed at 100 mg q12w and 39% (p<0.02) when dosed at 400 mg q24w, as compared with placebo.

Placebo-adjusted improvement in lung function, as measured by the forced expiratory volume in one second (FEV1), was 122 mL at week 60 with verekitug 100 mg q12w, and 139 mL at week 60 with 400 mg q24w. At week 60, verekitug also suppressed exhaled nitric oxide (FeNO) compared to placebo by 20.4 ppb (p<0.0003) when dosed at 100 mg q12w, and by 26.3 ppb (p<0.0001) when dosed at 400 mg q24w. These data represented a mean 43.5% (p=0.03) reduction from baseline in the 100 mg q12w group and a mean 44.9% (p=0.03) reduction from baseline in the 400 mg q24w group. A third low-dose treatment group, 100 mg q24w, demonstrated a statistically significant effect on AAER, but did not provide consistent improvements in other endpoints.

Additional pre-specified analyses of secondary outcomes at week 24 revealed statistically significant placebo-adjusted improvements compared to baseline in both FEV1 and FeNO with the 100 mg q12w and 400 mg q24w dose regimens.

Verekitug was generally well tolerated across all active doses, demonstrating a favorable safety profile consistent with previous studies.

“We are excited to share these robust data from VALIANT, which indicate the potential of verekitug’s meaningful clinical effect in severe asthma and provide a strong foundation as we advance verekitug into Phase 3 clinical trials as quickly as possible,” said Aaron Deykin, MD, Chief Medical Officer and Head of Research & Development at Upstream Bio. “We are deeply grateful to the patients, investigators, and study teams whose participation made this progress possible. With the completion of our VALIANT trial, hundreds of patients have now been dosed with verekitug across our clinical programs, providing a growing body of clinical experience that reinforces our confidence in its potential and its differentiated product profile. Together with the positive results from our VIBRANT trial in CRSwNP, we now have an opportunity to incorporate both strong clinical data sets with an in-depth analysis of the aggregate pharmacology findings to guide data-driven decisions about dose selection and trial design for Phase 3.”

“These compelling findings from VALIANT strengthen verekitug’s potential to advance the standard of care with a highly competitive efficacy profile and less frequent dosing—an important combination for people living with severe asthma,” stated Rand Sutherland, MD, Chief Executive Officer of Upstream Bio. “We intend to rapidly advance verekitug into Phase 3 trials in severe asthma and CRSwNP. In parallel, we also continue to progress verekitug in our ongoing Phase 2 VENTURE trial in patients with COPD, where we have enrolled more than 60% of patients to date. As we transition into a late clinical-stage company pursuing substantial market opportunities, our focus remains on disciplined execution and expanding Upstream Bio’s capabilities to support long-term growth.”

VALIANT (NCT06196879) is a Phase 2 global, randomized, double-blind, placebo-controlled, dose-ranging, parallel group clinical trial that evaluated the safety and efficacy of verekitug for up to 60 weeks, with a minimum of 24 weeks of treatment, in 478 patients with severe asthma.

Eligible participants who completed the Phase 2 VALIANT clinical trial were offered enrollment in VALOUR (NCT06966479), a long-term extension (LTE) study designed to evaluate the long-term safety and efficacy of verekitug. Current transition rates indicate more than 90% of eligible patients have rolled over to the Phase 2 VALOUR LTE study.

“Severe asthma, when unable to be controlled by standard of care measures, can significantly and chronically disrupt patients’ quality of life, and put them at risk for potentially life-threatening exacerbation events that can lead to emergency rooms visits and hospitalizations,” said Michael Wechsler, MD, MMSc, Professor of Medicine, Director of National Jewish Cohen Family Asthma Institute. “These data suggest that verekitug can potentially offer patients meaningful improvements in their breathing and asthma symptoms with less frequent dosing than the currently available biologics, and I believe that verekitug could represent an important advancement for individuals living with severe asthma.”

Upstream Bio designed the VALIANT trial using endpoints that, pending interactions with regulatory authorities, could produce data to support submissions for product approval. Planning activities for Phase 3 trials in severe asthma and CRSwNP have commenced, and the Company intends to initiate registrational trials in both indications following planned regulatory interactions.

Additional details from the VALIANT trial will be presented at a future medical conference.

Webcast Details
Upstream Bio’s webcast to discuss the top-line results from the Phase 2 VALIANT trial will begin today at 8:00 a.m. ET. The live webcast can be accessed via this link or on the Events tab on the Investors section of the Company’s website at https://investors.upstreambio.com/news-events/events. A replay of the webcast will be available on the website following the call.

About Severe Asthma
Severe asthma is a complex, chronic inflammatory disease of the airways characterized by persistent symptoms, recurrent exacerbations, and impaired quality of life despite treatment with high-dose corticosteroids and other long-acting medication that accounts for a disproportionate share of asthma-related costs and healthcare utilization. Severe asthma is a heterogeneous disease driven by multiple inflammatory pathways, including both Type 2 and non-Type 2 mechanisms.

Asthma affects approximately 350 million people worldwide, with five to 10 percent suffering from severe asthma. Currently, there are approximately 1.3 million biologic-eligible severe asthma patients in the US, though the use of biologic therapies remains limited relative to the size of the eligible population. We believe new treatment options for severe asthma are needed to further improve control of exacerbations and symptoms, and reduce the treatment burden, such as the need for frequent injections.

About the Phase 2 VALIANT Trial
The Phase 2 VALIANT trial (NCT06196879) is a global, randomized, placebo-controlled, dose-finding, parallel group clinical trial, designed to assess the efficacy and safety of verekitug in adults with severe asthma. Participants were randomized into one of four groups, receiving either 100 mg of verekitug every 24 weeks, 400 mg of verekitug every 24 weeks, 100 mg of verekitug every 12 weeks, or placebo administered subcutaneously. The study evaluated verekitug’s efficacy in the treatment of severe asthma during a treatment period up to 60 weeks with a minimum of 24 weeks, with the primary endpoint of reduction of the annualized asthma exacerbation rate (AAER). Secondary endpoints included changes in air exhalation, nitric oxide exhalation, and a patient-reported assessment of asthma control, though these were not designed with sufficient power to detect statistically significant effects.

About Verekitug
Verekitug is a novel recombinant fully human immunoglobulin G1 (IgG1) monoclonal antibody that binds to the thymic stromal lymphopoietin (TSLP) receptor and inhibits proinflammatory signaling initiated by TSLP. It is the only known antagonist currently in clinical development that targets and inhibits the TSLP receptor.

TSLP is a cytokine that is a key driver of the inflammatory response in major allergic and inflammatory diseases, such as asthma, where disruption of TSLP signaling has been clinically validated as an effective therapeutic strategy. TSLP activation is one of the first events in the inflammatory cascade stimulated by allergens, viruses and other triggers, initiating the activation of downstream targets such as IL-4, IL-5, IL-13, IL-17 and IgE. Because TSLP is a target upstream in the inflammatory cascade, blocking the TSLP receptor presents an opportunity for a single treatment to impact the drivers of multiple pathological inflammatory processes across a broad set of diseases.

Verekitug has advanced into three separate global, placebo-controlled, randomized Phase 2 clinical trials including the recently completed positive VIBRANT trial (NCT06164704) in patients with CRSwNP and VALIANT trial (NCT06196879) in patients with severe asthma. The VENTURE trial (NCT06981078) in patients with moderate-to-severe chronic obstructive pulmonary disease (COPD) is ongoing. Additionally, in May 2025, Upstream Bio initiated the VALOUR trial (NCT06966479), a long-term extension study in eligible participants with severe asthma who completed the VALIANT Phase 2 clinical trial.

About Upstream Bio
Upstream Bio is a clinical-stage biotechnology company developing treatments for inflammatory diseases, with an initial focus on severe respiratory disorders. The Company is developing verekitug, the only known antagonist currently in clinical development that targets the receptor for thymic stromal lymphopoietin (TSLP), a cytokine which is a clinically validated driver of inflammatory response positioned upstream of multiple signaling cascades that affect a variety of immune mediated diseases. The Company has advanced this highly potent monoclonal antibody into separate Phase 2 trials for the treatment of chronic rhinosinusitis with nasal polyps (CRSwNP), severe asthma, and chronic obstructive pulmonary disease (COPD). Upstream Bio’s team is committed to maximizing verekitug’s unique attributes to address the substantial unmet needs for patients underserved by today’s standard of care. To learn more, please visit

www.upstreambio.com.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “target,” “will” and variations of these words or similar expressions. Any statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, express or implied statements regarding: the clinical development of verekitug for the treatment of severe asthma, CRSwNP and COPD, including the timing, progress and results of ongoing and planned clinical trials; expectations for future discussions with regulatory authorities and the potential of the endpoints of the Company’s clinical trials to produce data that could support submissions for product approval; expectations regarding the differentiation, safety, efficacy, tolerability, or extended dosing interval of verekitug; expectations for the size and growth potential of the market for verekitug and the Company’s ability to serve that market; certain activities and next steps to support the Company’s maturation into a late clinical-stage company; and participation at upcoming investor conferences and medical congresses. Any forward-looking statements in this press release are based on the Company’s current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. Readers are cautioned that actual results, levels of activity, safety, efficacy, performance or events and circumstances could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of risks and uncertainties, which include, without limitation, risks and uncertainties related to: Upstream Bio’s ability to advance verekitug through clinical development, and to obtain regulatory approval of and ultimately commercialize verekitug on the expected timeline, if at all; the results of preclinical studies, or clinical studies not being predictive of future results in connection with future studies; the initiation, timing, progress and results of clinical trials; Upstream Bio’s ability to fund its development activities and achieve development goals; Upstream Bio’s dependence on third parties to conduct clinical trials and manufacture verekitug, and commercialize verekitug, if approved; Upstream Bio’s ability to attract, hire and retain key personnel, and protect its intellectual property; Upstream Bio’s financial condition and need for substantial additional funds in order to complete development activities and commercialize verekitug, if approved; regulatory developments and approval processes of the U.S. Food and Drug Administration and comparable foreign regulatory authorities; Upstream Bio’s competitors and industry; and other risks and uncertainties described in greater detail under the caption “Risk Factors” in Upstream Bio’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any subsequent filings with the SEC. Any forward-looking statements represent Upstream Bio’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Upstream Bio explicitly disclaims any obligation or undertaking to update any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based except to the extent required by law, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Investor and Media Contact:
Meggan Buckwell
Director, Corporate Communications and Investor Relations
[email protected]

LISHUI, China, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Lixiang Education Holding Co., Ltd. (the “Company” or NASDAQ: LXEH), a prestigious private education service provider in China, today announced that it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Global Market on February 9, 2026 indicating that the Company was not in compliance with Listing Rule 5450(b)(1)(C)(the “Minimum Market Value of Publicly Held Shares Rule”), which requires the Company to maintain a minimum market value of publicly held shares of US$5 million for continued listing on the Nasdaq Global Market.

The Minimum Market Value of Publicly Held Shares Rule requires listed securities to maintain a minimum market value of publicly held shares of US$5 million, and Listing Rule 5810(c)(3)(D) provides that a failure to meet this requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the market value of publicly held shares of the Company from December 16, 2025 to January 29, 2026, the Company no longer meets the requirement of the Minimum Market Value of Publicly Held Shares Rule. In accordance with Listing Rule 5810(c)(3)(D), the Company has been provided 180 calendar days, or until August 10, 2026, to regain compliance with the Minimum Market Value of Publicly Held Shares Rule. To regain compliance, the Company’s market value of publicly held shares must exceed US$5 million for a minimum of ten consecutive business days during the 180-day period or prior to August 10, 2026. In the event that the Company does not regain compliance with the Minimum Market Value of Publicly Held Shares Rule by August 10, 2026, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market, subject to applicable continued listing requirements.

The Company intends to actively monitor its market value of publicly held shares between now and August 10, 2026.

The Notice is only notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

About Lixiang Education Holding Co., Ltd.

Founded in Lishui City, China, Lixiang Education Holding Co., Ltd. is a prestigious private education service provider in Zhejiang Province. The Company’s education philosophy is to guide the healthy development of students and to establish a solid foundation for their lifelong advancement and happiness. For more information, please visit: www.lixiangeh.com.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s strategies, future business development, and financial condition and results of operations; the expected growth of the Chinese private education market; Chinese governmental policies relating to private educational services and providers of such services; the Company’s ability to maintain and enhance its brand. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please contact:

Siyi Ye
Tel: +86-578-2267142
Email: [email protected]

Boxes lie on a conveyor belt during Cyber Monday at Amazon's fulfillment center in Robbinsville, New Jersey, U.S., December 2, 2024. REUTERS/Eduardo Munoz Purchase Licensing Rights, opens new tab

Feb 11 (Reuters) - Amazon's (AMZN.O), opens new tab pharmacy business will expand its same-day delivery prescription service to about 4,500 cities and towns in the U.S. by the end of this year, adding nearly 2,000 new communities to the network.

The expansion covers states including Idaho and Massachusetts, the company said on Wednesday.

Keep up with the latest medical breakthroughs and healthcare trends with the Reuters Health Rounds newsletter. Sign up here.

Amazon launched pharmaceutical delivery in 2018 through its acquisition of PillPack. In October, it partnered with WeightWatchers (WW.O), opens new tab to deliver medications including injectable GLP-1 obesity treatments for the weight-loss management firm's members.

It also began filling some prescriptions for common medications in December at electronic kiosks in its One Medical primary care locations. One Medical, a national primary care provider Amazon acquired in 2023, allows patients to access primary and urgent care for an annual subscription fee of $199.

Reporting by Gnaneshwar Rajan in Bengaluru; Editing by Jonathan Ananda

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Net Sales of $987 million up 8% YoY reflecting double-digit growth in Nuclear (Alternative Energy Services), Electronic Materials, and Refrigerants Net Income attributable to Solstice Advanced Materials of $41 million Adjusted Standalone EBITDA1 of $189 million, with Adjusted Standalone EBITDA Margin1 of 19.1% For Full-Year 2025, Net Sales of $3.9 billion, Net Income attributable to Solstice Advanced Materials of $237 million and Adjusted Standalone EBITDA1 of $957 million with Adjusted Standalone EBITDA Margin1 of 24.6% Company provides Full-Year 2026 Guidance; expects Net Sales of $3.9-$4.1 billion, Adjusted EBITDA1 of $975-$1,025 million, Adjusted Diluted Earnings per Share (EPS)1,2 of $2.45-$2.75 , /PRNewswire/ -- Solstice Advanced Materials Inc. (Nasdaq: SOLS) ("Solstice" or "the Company"), a global leader in high-performance specialty materials, today reported financial results for the fourth quarter of 2025.

"I'm pleased to report Solstice's strong fourth quarter results, with better-than-anticipated results reinforcing the value of our differentiated technology platform and product offerings," said David Sewell, President and Chief Executive Officer. "We are seeing continued momentum and demand in our businesses aligned with key secular growth trends, such as data centers, A.I., and nuclear energy, underscoring the significant opportunity for long-term growth in the attractive end markets we serve. We are delivering on our commitment to invest in projects that will drive capacity, technology, and operating efficiency in these high-growth areas, including our announcement just yesterday regarding our efforts to expand our nuclear conversion business. In parallel, we remain focused on allocating capital with discipline, and we are pleased to begin returning capital to shareholders through a quarterly dividend announced today."

Consolidated Financial Highlights

For The Three Months Ended December 31,

(Dollars in millions)

2025

2024

% Change

Net Sales

$           987

$            913

8 %

Net Income attributable to Solstice

$             41

$            133

(69) %

Adjusted Standalone EBITDA1

$           189

$            235

(20) %

Adjusted Standalone EBITDA Margin1

19.1 %

25.8 %

(662) bps

Net Sales in the fourth quarter of 2025 were $987 million, an 8% increase compared to the fourth quarter of 2024, reflecting a 10% increase in Net Sales in the Refrigerants & Applied Solutions segment and a 4% increase in Net Sales in the Electronic & Specialty Materials segment. Organic Net Sales1 increased by 6% in the fourth quarter driven by favorable pricing and volume growth.

Net Income attributable to Solstice in the fourth quarter of 2025 was $41 million, compared to Net Income attributable to Solstice of $133 million in the fourth quarter of 2024. The decline was primarily driven by higher operating costs, net interest expense, and non-controlling interest, partially offset by higher Net Sales and lower income tax expense.

Adjusted Standalone EBITDA1 for the fourth quarter of 2025 was $189 million, a decrease of 20% compared to the fourth quarter of 2024. Adjusted Standalone EBITDA Margin1 for the fourth quarter of 2025 decreased 662 basis points to 19.1%. The decline was primarily driven by previously anticipated factors including transitory costs, the margin impact of the ongoing transition to low global warming potential ("LGWP") refrigerants, and the impact of plant downtime and cost absorption, which more than offset strong top line growth.

For The Year Ended December 31,

(Dollars in millions)

2025

2024

% Change

Net Sales

$         3,886

$         3,770

3 %

Net Income attributable to Solstice

$            237

$            594

(60) %

Adjusted Standalone EBITDA1

$            957

$            995

(4) %

Adjusted Standalone EBITDA Margin1

24.6 %

26.4 %

(176) bps

Net Sales for the full year 2025 were $3.9 billion, a 3% increase compared to the full year 2024, reflecting a 3% increase in Net Sales in the Refrigerants & Applied Solutions segment and a 5% increase in Net Sales in the Electronic & Specialty Materials segment. Organic Net Sales1 increased by 2% for the full year 2025 driven by volume growth and favorable pricing in Refrigerants, demand-driven volume growth in Electronic Materials, and favorable pricing in Research & Performance Chemicals. This increase was partially offset by the impact of opportunistic Nuclear (Alternative Energy Services, or "AES") sales that occurred in 2024 and volume declines in Healthcare Packaging.

Net Income attributable to Solstice for the full year 2025 was $237 million compared to Net Income attributable to Solstice of $594 million for the full year 2024, which includes the impact of higher income tax expense driven by frictional taxes associated with the Company's spin-off from Honeywell.

Adjusted Standalone EBITDA1 for the full year 2025 was $957 million, a decrease of 4% compared to the full year 2024. Adjusted Standalone EBITDA Margin1 for the full year 2025 decreased 176 bps to 24.6%. The decline was primarily driven by refrigerants product mix as a result of the ongoing transition to LGWP refrigerants, which more than offset favorable pricing.

Financial Position

Capital Expenditures for the full year 2025 were $408 million, a 38% increase compared to the prior-year period due to planned increases in capital spending to drive long-term growth.

Adjusted Standalone EBITDA - capex1 for the full year 2025 was $549 million, a 21% decrease compared to the prior year. The decrease in Adjusted Standalone EBITDA - capex1 was primarily driven by the increase in Capital Expenditures and a decline in Adjusted Standalone EBITDA1.

As of December 31, 2025, the Company's Total Long-Term Debt was $2.0 billion and Cash and Cash Equivalents were approximately $534 million. As a result, the Company's Net Leverage ratio was approximately 1.5x based on full year 2025 Adjusted Standalone EBITDA1. Total liquidity was approximately $1.5 billion, including Cash and Cash Equivalents and $1.0 billion of availability through the Company's revolving credit facility.

On February 9, 2026, the Solstice Board of Directors approved a quarterly cash dividend of $0.075 per share. The dividend is expected to be paid on March 10, 2026 to shareowners of record as of February 24, 2026.

Segment Highlights
Refrigerants & Applied Solutions (RAS)

For The Three Months Ended December 31,

(Dollars in millions)

2025

2024

% Change

Net Sales

Refrigerants

$             367

$             307

20 %

Building Solutions & Intermediates

181

190

(5) %

Alternative Energy Services

111

80

39 %

Healthcare Packaging

52

69

(25) %

RAS Segment Net Sales

$            710

$            646

10 %

RAS Segment Adjusted EBITDA

$            190

$            252

(25) %

RAS Segment Adjusted EBITDA Margin

26.8 %

39.0 %

(1,225) bps

Net Sales for the Refrigerants & Applied Solutions segment were $710 million in the fourth quarter of 2025, up 10% compared to the fourth quarter of 2024. Net Sales in Refrigerants increased 20% in the fourth quarter of 2025 compared to the fourth quarter of 2024, reflecting strong volume and pricing across the business' product offerings. Net Sales in Nuclear (Alternative Energy Services) increased 39% in the fourth quarter of 2025 compared to the fourth quarter of 2024, reflecting both favorable pricing and increased volumes. These increases were partially offset by a 25% decline in Net Sales in Healthcare Packaging driven by anticipated customer destocking and a 5% decline in Building Solutions & Intermediates.

Segment Adjusted EBITDA for the Refrigerants & Applied Solutions segment decreased 25% in the fourth quarter of 2025 compared to the fourth quarter of 2024. Segment Adjusted EBITDA Margin for the segment decreased 1,225 basis points compared to the fourth quarter of 2024. The decrease was primarily driven by previously anticipated factors, including transitory cost items, plant under absorption in Healthcare Packaging in the quarter due to customer destocking, and stationary refrigerant product mix as a result of the near-term impact of the ongoing transition to LGWP refrigerants. These decreases were partially offset by favorable pricing and volume growth.

Electronic & Specialty Materials (ESM)

For The Three Months Ended December 31,

(Dollars in millions)

2025

2024

% Change

Net Sales

Research & Performance Chemicals

$            121

$            125

(3) %

Electronic Materials

112

94

19 %

Safety & Defense Solutions

43

48

(10) %

ESM Segment Net Sales

$            277

$            267

4 %

ESM Segment Adjusted EBITDA

$              51

$              57

(11) %

ESM Segment Adjusted EBITDA Margin

18.4 %

21.3 %

(294) bps

Net Sales for the Electronic & Specialty Materials segment were $277 million in the fourth quarter of 2025, up 4% compared to the fourth quarter of 2024. Growth was primarily driven by a 19% increase in Electronic Materials attributable to volume growth driven by strong demand. This increase was partially offset by a 10% decline in Safety & Defense Solutions driven by lower volumes due to order timing, as well as a 3% decline in Research & Performance Chemicals due to lower construction related demand.

Segment Adjusted EBITDA for the Electronic & Specialty Materials segment decreased 11% in the fourth quarter of 2025 compared to the fourth quarter of 2024. Segment Adjusted EBITDA Margin for the segment decreased 294 basis points compared to the fourth quarter of 2024. The decrease was primarily driven by the impact of previously contemplated transitory cost items and expected plant downtime.

Corporate Expenses

Corporate Expenses totaled $52 million in the fourth quarter of 2025, compared to $48 million in the fourth quarter of 2024. The estimated incremental standalone cost adjustments were negligible in the fourth quarter of 2025, as compared to $26 million in the fourth quarter of 2024, as the Company's efforts to prepare to operate independently were completed in anticipation of the October 2025 separation from Honeywell.

Income Tax Expense

Income Tax Expense was $32 million in the fourth quarter of 2025, a decrease of $10 million compared to the fourth quarter of 2024 due to lower pre-tax income.

Income Tax Expense was $362 million for the full year 2025, an increase of $170 million compared to the full year 2024, primarily driven by frictional taxes associated with the Company's separation from Honeywell.

2026 Financial Outlook

Solstice is providing full-year and first quarter 2026 financial guidance.

For full-year 2026, Solstice expects the following:

Net Sales in a range of $3.9 billion to $4.1 billion; Adjusted EBITDA1 in a range of $975 million to $1,025 million; Adjusted Diluted EPS1,2 in a range of $2.45 and $2.75; and Capital Expenditures in a range of $400 million to $425 million. For the first quarter 2026, Solstice expects the following:

Net Sales in a range of $935 million to $985 million; and Adjusted EBITDA1 in a range of $235 million to $245 million. "As we move into 2026, we are confident in our ability to build on our track record of operational excellence and continue unleashing growth across the business," said David Sewell, President and Chief Executive Officer. "We are well-positioned to deliver on our first quarter and full-year 2026 targets, and we will remain focused on driving shareholder value as we execute our strategy and position Solstice for continued long-term success."

The Company does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP) or Adjusted Net Earnings per Share attributable to Solstice to GAAP net income (loss) attributable to Solstice, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because deductions (such as repositioning charges, impairment charges, and litigation and other matters) used to calculate projected net income (loss) vary 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). These statements represent forward-looking information and a projected financial outlook, and actual results may vary. Please see the risks and assumptions referred to in the "Forward-Looking Statements" section of this news release. The guidance in this news release is only effective as of the date it is given and will not be updated or affirmed unless and until the Company publicly announces updated or affirmed guidance.

_________________________________

1 This is a non-GAAP measure or a non-GAAP ratio. For further information on non-GAAP measures and non-GAAP ratios, please refer to the "Non-GAAP Financial Measures" section of this news release. Please also refer to tables at the end of this news release for a reconciliation of historical non-GAAP measures and ratios to the most directly comparable GAAP measure.

2 The Company defines Adjusted Diluted EPS as adjusted net income divided by the diluted weighted average shares outstanding. The Company defines Adjusted Net Income as net income attributable to Solstice Advanced Materials excluding the after-tax impact of amortization of acquired intangibles, remeasurement of foreign currencies, nonoperating pension and other postretirement expense (income), transaction-related costs, repositioning charges, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature.

Conference Call Details

Solstice will discuss its fourth quarter results during an investor conference call starting at 8:30 a.m. Eastern Time today. A live webcast of the investor call as well as related presentation materials will be available on the Investor Relations section of the Company's website, investor.solstice.com. The teleconference can be accessed by dialing 877-407-8029 (North America toll-free) or +1 201-689-8029 (international).

A replay of the webcast will be available shortly after the call concludes and will be available for 30 days following the presentation.

About Solstice Advanced Materials

Solstice Advanced Materials is a leading global specialty materials company that advances science for smarter outcomes. Solstice offers high-performance solutions that enable critical industries and applications, including refrigerants, semiconductor manufacturing, data center cooling, nuclear power, protective fibers, healthcare packaging and more. Solstice is recognized for developing next-generation materials through some of the industry's most renowned brands such as Solstice®, Genetron®, Aclar®, Spectra®, Fluka™ and Hydranal™. Partnering with over 3,000 customers across more than 120 countries and territories and supported by a robust portfolio of over 5,700 patents and pending applications, Solstice's approximately 4,000 employees worldwide drive innovation in materials science. For more information, visit www.Solstice.com.

Forward-Looking Statements

This news release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about our industry and our business and financial results. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "positioned," "projects," "forecasts," "intends," "plans," "continues," "could," "believes," "may," "will," "would," "should," "goals" and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Although we believe that the forward-looking statements contained in this report are based on reasonable assumptions, you should be aware that a variety of factors, many of which are difficult to predict and outside of our control, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to: our lack of operating history as an independent, publicly traded company and unreliability of historical consolidated financial information as an indicator of our future results; our ability to successfully develop new technologies and introduce new products; an overall decline in the health of the economy and the industries in which we operate, including as a result of inflation, tariffs and other trade barriers and restrictions, market volatility, geopolitical instability, the possibility of an economic downturn or recession or other macroeconomic factors; changes in the price and availability of raw materials that we use to produce our products, including due to factors such as supply chain disruptions and the impact of inflation; our ability to comply with complex government regulations and the impact of changes in such regulations; global climate change and related regulations and changes in customer demand; the public and political perceptions of nuclear energy and radioactive materials; economic, political, regulatory, foreign exchange and other risks of international operations; the impact of tariffs or other restrictions on foreign imports; our ability to borrow funds and access capital markets and any limitations in the terms of our indebtedness; our ability to compete successfully in the markets in which we operate; the effect on our revenue and cash flow from seasonal fluctuations and cyclical market conditions; concentrations of our credit, counterparty and market risk; our ability to successfully execute or effectively integrate potential acquisitions or complete potential divestitures; our joint ventures and strategic co-development partnerships; our ability to recruit and retain qualified personnel; potential material environmental liabilities; the hazardous nature of chemical manufacturing; decommissioning and remediation expenses and regulatory requirements; potential material litigation matters, including disputes related to the Spin-off (as defined herein); the impact of potential cybersecurity attacks, data privacy breaches and other operational disruptions; increasing stakeholder interest in public company performance, disclosure, and goal-setting with respect to sustainability matters; failure to maintain, protect and enforce our intellectual property or to be successful in litigation related to our intellectual property or the intellectual property of others, or competitors developing similar or superior intellectual property or technology; unforeseen U.S. federal income tax and foreign tax liabilities and our ability to achieve anticipated tax treatments in connection with the Spin-off; U.S. federal income tax reform; our ability to operate as an independent, publicly traded company without certain benefits available to us as a part of Honeywell International Inc. ("Honeywell"), including managing the costs of operating as an independent company following the Spin-off; our ability to achieve some or all of the benefits that we expect to achieve from the Spin-off; our inability to maintain intellectual property agreements; potential timing, declaration, amount and payment of any dividend program the Company may adopt; potential cash contributions to benefit pension plans; and our ability to maintain proper and effective internal controls.

These and other factors are more fully discussed in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections included in our final Information Statement, dated as of October 17, 2025, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on October 17, 2025, as may be updated from time to time in our SEC filings. These risks could cause actual results to differ materially from those implied by forward-looking statements in this release. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this release, those results or developments may not be indicative of results or developments in subsequent periods.

Contacts:

Investor Relations

Media

Mike Leithead

Amy Schneiderman

(973) 370-8188

(201) 218-2302

[email protected]

[email protected]

SOLSTICE ADVANCED MATERIALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

For The Three Months Ended
December 31,

For The Year Ended
December 31,

2025

2024

2025

2024

Product sales

$            900

$            832

$          3,587

$          3,453

Service sales

87

81

299

317

Net sales

987

913

3,886

3,770

Costs, expenses and other

Cost of products sold

674

540

2,419

2,214

Cost of services sold

55

68

217

250

Total cost of products and services
      sold

729

608

2,636

2,464

Research and development expenses

27

21

97

83

Selling, general and administrative
      expenses

112

89

421

392

Transaction-related costs

27

20

117

26

Other expense (income)

(17)

(3)

(60)

(5)

Interest and other financial charges

23

2

28

13

Total costs, expenses and other

901

737

3,239

2,973

Income before taxes

86

176

647

797

Income tax expense

32

42

362

192

Net income

54

134

285

605

Less: Net income attributable to
      noncontrolling interest

13

1

48

11

Net income attributable to Solstice
     Advanced Materials

$              41

$            133

$            237

$            594

Basic earnings per share

$           0.26

$           0.84

$           1.49

$           3.74

Diluted earnings per share

$           0.26

$           0.84

$           1.49

$           3.74

Weighted average number of common
shares outstanding - basic

158.7

158.7

158.7

158.7

Weighted average number of common
shares outstanding -diluted

158.9

158.7

158.9

158.7

SOLSTICE ADVANCED MATERIALS INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

December 31,

2025

2024

ASSETS

Current assets:

Cash and cash equivalents

$                  534

$                  661

Accounts receivable, less allowances of $10 and $7, respectively

645

569

Inventories

715

558

Product loans receivable, current

300

—

Other current assets

193

73

Total current assets

2,388

1,861

Property, plant and equipment – net

2,055

1,746

Goodwill

820

806

Intangible assets – net

49

35

Deferred income taxes

6

3

Product loans receivable, noncurrent

—

264

Investments

162

146

Other noncurrent assets

192

142

Total assets

$               5,673

$               5,004

LIABILITIES

Current liabilities:

Accounts payable

$                  909

$                  778

Current portion of long-term debt

4

—

Product loans payable, current

320

—

Finance lease liabilities, current

14

22

Accrued liabilities and other current liabilities

467

283

Total current liabilities

1,713

1,083

Long-term debt

1,968

—

Deferred income taxes

233

179

Product loans payable, noncurrent

16

293

Finance lease liabilities, noncurrent

104

37

Other noncurrent liabilities

262

230

Total liabilities

4,296

1,822

Commitments and Contingencies

EQUITY

Common stock (par value $0.01 per share; 500,000,000 shares authorized; 158,747,196
shares issued and outstanding at December 31, 2025; 0 shares issued and outstanding at
December 31, 2024)

2

—

Additional paid-in capital

1,495

—

Net Parent investment

—

3,471

Accumulated other comprehensive loss

(127)

(213)

Retained earnings

41

—

Total Solstice Advanced Materials stockholders' equity

1,411

3,258

Noncontrolling interest

(34)

(76)

Total equity

1,377

3,182

Total liabilities and equity

$               5,673

$               5,004

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S. GAAP. These include (1) Organic sales percentage, (2) Adjusted EBITDA, (3) Adjusted EBITDA Margin, (4) Adjusted Standalone EBITDA, (5) Adjusted Standalone EBITDA margin, (6) Adjusted Standalone EBITDA - capex, (7) Cash conversion, (8) Net debt, (9) Total leverage ratio, and (10) Net leverage ratio.

Below are definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. Management believes these non-GAAP financial measures provide investors with a meaningful measure of its performance period to period, align the measures to how management evaluates performance internally, and make it easier for investors to compare our performance to peers. These measures should be considered in addition to, and not as replacements for, the most directly comparable U.S. GAAP measure. The non-GAAP financial measures we use are as follows:

Organic sales percentage: The Company defines organic sales percentage as the year-over-year change in reported sales relative to the comparable period, excluding the impact on sales from foreign currency translation and acquisitions, net of divestitures, for the first 12 months following the transaction date. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Standalone EBITDA, and Adjusted Standalone EBITDA margin: The Company defines Adjusted EBITDA as net income excluding income taxes, depreciation, amortization, interest and other financial charges, remeasurement of foreign currencies, stock-based compensation expense, pension and other postretirement expense (income), transaction-related costs, repositioning charges, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by Net sales. The Company defines Adjusted Standalone EBITDA as Adjusted EBITDA less estimated recurring and ongoing costs required to operate a new independent public company, and autonomous entity adjustments as well as adjustments for certain other employee compensation expense for employees that have historically been shared with other Honeywell businesses and were transferred to the Company in connection with the spin-off. The Company defines Adjusted Standalone EBITDA Margin as Adjusted Standalone EBITDA divided by Net sales. We believe these measures are useful to investors as they provide greater transparency with respect to supplemental information used by management in its financial and operational decision making, as well as understanding ongoing operating trends. Adjusted Standalone EBITDA – capex, and Cash Conversion: The Company defines Adjusted Standalone EBITDA - capex as Adjusted Standalone EBITDA less capital expenditures. Capital expenditures represent capital expenditures incurred, whether accrued or paid in the current year. The Company defines cash conversion as Adjusted Standalone EBITDA - capex divided by Adjusted Standalone EBITDA. We believe these measures are useful to investors and management as a measure of cash generated by operations that can be used to invest in future growth through new business development activities or acquisitions, pay dividends, repurchase stock, or repay debt obligations prior to their maturities. These measures can also be used to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity. Net debt, total leverage ratio and net leverage ratio: The Company defines net debt as total debt less cash. The Company defines total leverage ratio as total debt divided by Adjusted EBITDA. The Company defines net leverage ratio as net debt divided by Adjusted EBITDA. For purposes of showing total leverage ratio and net leverage ratio, we use Adjusted Standalone EBITDA instead of Adjusted EBITDA. We believe these measures are useful to investors and management in understanding our overall financial condition. Organic Sales Percentage

For The Three
Months Ended
December 31,

For The Year
Ended
December 31,

2025 vs 2024

2025 vs 2024

Total % change in net sales

8 %

3 %

Foreign currency translation

(2) %

(1) %

Acquisitions, divestitures and other, net

— %

— %

Organic sales percentage

6 %

2 %

Adjusted EBITDA, Adjusted Standalone EBITDA, Adjusted EBITDA margin and Adjusted Standalone
EBITDA margin

For The Three Months Ended
December 31,

For The Year Ended
December 31,

(Dollars in millions)

2025

2024

2025

2024

Net income attributable to Solstice
     Advanced Materials (GAAP)

$                  41

$                133

$                237

$                594

Net income attributable to noncontrolling
     interest

13

1

48

11

Net income (GAAP)

$                  54

$                134

$                285

$                605

Depreciation

40

49

191

175

Amortization

14

7

29

42

Interest and other financial charges

23

3

28

13

Other adjustments(1)

(8)

3

(38)

28

Stock compensation expense

8

4

27

17

Transaction-related costs

27

19

117

26

Income tax expense

32

42

362

192

Adjusted EBITDA (Non-GAAP)

$                189

$                261

$             1,000

$             1,098

Less - Standalone adjustments

—

(26)

(43)

(103)

Adjusted Standalone EBITDA (Non-GAAP)

$                189

$                235

$                957

$                995

Net Sales

$                987

$                 913

$             3,886

$              3,770

Adjusted EBITDA margin (Non-GAAP)

19.1 %

28.6 %

25.7 %

29.1 %

Adjusted Standalone EBITDA Margin (Non-
     GAAP)

19.1 %

25.8 %

24.6 %

26.4 %

_________________

1.

Other adjustments primarily consisted of gains and losses from disposal of long-lived assets, remeasurement of foreign
currencies, environmental reserves, asset retirement obligations, pensions expenses, and certain legal costs, net of recoveries.

Adjusted Standalone EBITDA – capex and Cash Conversion

For The Year Ended
December 31,

(Dollars in millions)

2025

2024

Adjusted Standalone EBITDA (Non-GAAP)

$                957

$                995

Less: capital expenditures

(408)

(296)

Adjusted Standalone EBITDA - capex (Non-GAAP)

$                549

$                699

Cash conversion (Non-GAAP)

57.4 %

70.3 %

Net debt, total leverage ratio and net leverage ratio as of December 31, 2025

(Dollars in millions)

Total Debt

$            1,972

Less: Cash and Cash Equivalents

(534)

Net Debt (Non-GAAP)

$            1,438

Adjusted Standalone EBITDA (Non-GAAP)

$               957

Total Leverage Ratio (Non-GAAP)

                  2.1 x

Net Leverage Ratio (Non-GAAP)

                  1.5 x

Reconciliation of Segment Adjusted EBITDA to Adjusted Standalone EBITDA

For The Three Months Ended
December 31,

For The Year Ended
December 31,

(Dollars in millions)

2025

2024

2025

2024

RAS Segment Adjusted EBITDA

$                190

$                252

$                981

$             1,058

ESM Segment Adjusted EBITDA

51

57

203

201

Segment Adjusted EBITDA

$                241

$                309

$             1,184

$             1,259

Less:

Corporate and All Other

(52)

(48)

(184)

(161)

Standalone Adjustments

—

(26)

(43)

(103)

Adjusted Standalone EBITDA (Non-GAAP)

$                189

$                235

$                957

$                995

SOURCE Solstice Advanced Materials US, Inc.