Market Signal Briefing

The Ethereum Foundation has introduced a reworked ESP grants model, shifting to Wishlist and RFP tracks that outline goals, scopes, and timelines. The program has kept applications open and has coordinated with other Foundation teams to focus funding across cryptography, privacy, apps, security, and community growth.

Gemini AI predicts XRP, Cardano, and Aster could lead altcoin gains into year-end; sentiment has improved after U.S. ETF debuts and a 25 bps Fed cut, while cooling inflation has supported risk appetite and onchain activity despite prior market weakness.

Bitcoin is having a strangely quiet year on-chain. After a wave of speculative flows in 2024, the network now moves with near-clockwork efficiency.

The average block size has contracted, daily fees are less than half what they were in January, and the fee-to-reward ratio has dropped toward levels last seen in the year before the Ordinals and Inscription booms.

Price, however, hasn’t followed the same rhythm. It’s been grinding sideways for weeks, struggling to hold above $110,000.

A look under the hood shows a network running cold even as its market tries to stay warm. Total daily fees have fallen from roughly 4.7 BTC in early January to just over 2 BTC this month, a 56% slide since the beginning of the year.

Graph showing the total daily Bitcoin transaction fees from Jan. 1 to Nov. 2, 2025 (Source: CryptoQuant)Every moving average tells the same story. The 30-day and 90-day EMAs have been pointing down since March, with only brief upticks around isolated bursts of inscription activity.

The fee-to-reward ratio, a clean measure of how much of a miner’s income comes from users rather than subsidies, has slipped from 1.35% in Q1 to 0.78% over the last three months.

Graph showing Bitcoin’s fees-to-reward ratio and its 30-day SMA from Jan. 1 to Nov. 2, 2025 (Source: CryptoQuant)The ratio matters because it shows us how Bitcoin’s security is funded. When users pay higher fees, they effectively share in the cost of maintaining the network. When fees thin out, that burden shifts back to the subsidy: the 3.125 BTC created with every block. With the block reward fixed, miners rely more on the BTC/USD exchange rate itself. At $110,000, the network remains profitable, but the correlation is obvious: a soft tape in price now translates directly into pressure on miner margins.

The on-chain lull has other consequences. The average block size has decreased by about 10% since Q1, to around 1.53 MB, while mempool congestion has all but disappeared, except for a few brief spikes.

This is positive for traders. Cheaper, predictable settlement shortens confirmation windows for exchanges, ETF creations, and market makers managing flows across venues. Individual users also see transactions clearing faster at a lower cost. In practice, Bitcoin’s base layer is performing like a low-latency settlement network rather than a crowded auction.

Yet, the same data also shows a structural shift.

The 30-day correlation between fees and price has been negative for most of the year. Historically, rising prices tended to come with busier mempools as new users piled in. This cycle, liquidity seems to have moved elsewhere: aggregated, batched, or off-chain. This decoupling shows that Bitcoin’s market microstructure has evolved. Activity that was once visible on-chain now disperses through exchanges and custodians, leaving the blockchain itself quieter, even as the market cap expands.

This is risky business for miners. The decline in fee volume we’ve seen since the beginning of the year, from roughly $576,000 a day in Q1 to around $410,000 now, shows that the buffer against falling prices is getting thinner. If Bitcoin drops below $100,000, revenues could compress sharply. That could turn the halving-era economy into a more levered bet on spot price, especially while fee contribution stays low.

Still, there’s an upside to this. The network’s current state is stable, predictable, and inexpensive to use. Average fees remain low even at high throughput, which means Bitcoin’s appeal as a settlement layer remains unscathed. If the market continues to consolidate near $110,000 without new fee spikes, it could mark a new equilibrium for Bitcoin, making it a rare asset that trades at an institutional scale, underpinned by an unusually efficient base layer.

Whether that lasts depends on demand. A resurgence in inscription-level traffic or another retail inflow could list the fee averages back toward their Q1 levels. For now, though, the blockchain is quiet. The mempool runs quietly, the blocks are smaller, and the network is steady, while its price, at least for the moment, is anything but.

Solana's SOL Bleeds Nearly 20% Since ETF Debut Despite 'Very Solid' InflowsThe weak action happened despite SOL exchange-traded products booking their second strongest weekly inflow on record driven by the new ETFs, CoinShares said. Nov 3, 2025, 10:48 p.m.

The long-awaited debut of spot Solana ETFs in the U.S. drew solid demand, according to analysts — but you would not know it judging by the SOL SOL$166.07 price action.

The token, which notched a $205 high one day before last Tuesday's ETF launch, has tumbled 20% to $165 in a week. It has well underperformed the already weak action of crypto majors bitcoin BTC$106,684.94 and ether ETH$3,604.48, which fell around 6% and 12%, respectively.

STORY CONTINUES BELOW

All that happened despite Solana-based exchange-traded products booking their second strongest weekly net inflow last week with $421 million, according to a CoinShares report.

Vetle Lunde, head of research at K33, described the ETFs' first week as "very solid," adding that that was all the more commendable compared to the heavy outflows of BTC and ETH counterparts.

"The launch of U.S. spot Solana ETFs has been a clear success, drawing strong investor demand despite broader crypto fund outflows," Lunde said in a note.

Most of the inflow went to Bitwise’s Solana ETF (BSOL), which attracted roughly $199 million in fresh funds and launched with nearly $223 million in seed capital, according to Farside Investors data.

That $421 million total made BSOL the top-performing crypto ETF of the week, surpassing even BlackRock’s iShares Bitcoin Trust (IBIT), which saw muted demand as bitcoin’s price continued to slide, CoinShares data showed.

The other spot Solana ETF, Grayscale’s Solana Trust (GSOL), by contrast, only pulled in $2.2 million. Still, it entered the market with $102 million in assets under management after converting from an existing, closed-end product.

GSOL charges a 0.35% management fee — much lower than the 1.5% fee on its flagship bitcoin or ether products, GBTC and ETHE. Even so, Bitwise undercut that with a 0.20% fee on BSOL.

"BSOL’s lower fees and first-mover advantage have fueled its rapid growth, while GSOL’s higher costs and later debut have tempered inflows," K33's Lunde noted.

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SUI Token Drops 9% as Institutional Selling Hits Harder Than Broader Crypto Market

3 hours ago

Volume jumped 628% as SUI sliced through key support, then bounced — without buyer conviction.

What to know:

SUI dropped 9% to $2.10 in 24 hours, falling nearly 5% more than the broader crypto market.Trading volume surged over 600% above average as SUI broke key support, pointing to institutional sellingA sharp rebound from $2.04 stalled below $2.13, showing weak follow-through from buyers after the crash.Read full story

Journalist

Posted: November 4, 2025

Key takeaways
What’s the read on Ethereum’s latest move?
Open Interest is up to $19.9B with flat funding, so traders are accumulating.

What’s happening on-chain with ETH supply?
Whales are active again and exchange balances are falling. Traders could be positioning ahead of a surge.

Ethereum [ETH] looks like it’s being front-run.

The real question isn’t if ETH can reach $6,500 soon, but whether traders are already pricing it in. Big holders are active again, and supply on exchanges is falling.

Smart money is positioning early while retail is still playing catch up.

OI climbs without crowd-level leverage
Aggregated OI has pushed back to $19.9B, while the average funding rate remains close to flat. That shows traders are adding exposure, but not through heavily leveraged longs.

Source: Coinalyze

Neutral funding with rising OI is usually a sign of controlled, early accumulation rather than a FOMO breakout.

If this continues, it supports a slow, steady build in directional bias. This is not the kind of leverage blowout you see at local tops.

Whales are back, supply is tightening again

Source: CryptoQuant

Ethereum’s on-chain flows continue to show supply leaving exchanges more than entering them.

CryptoQuant’s netflow chart has printed consistent negative bars through late October, confirming that coins are being pulled into self-custody and staking.

Source: Santiment

At the same time, Santiment’s whale transaction count is elevated again, showing large-size capital is active.

This is happening while price hasn’t broken out yet, which makes this phase positioning rather than momentum chasing.

If this continues into mid-Q4, a move toward the next structural resistance zone (roughly $6,200-$6,500) becomes reasonable and not a stretch target. The data doesn’t confirm it yet, but it confirms positioning for that range.

The pricing mechanism is already leaning in that direction, before the breakout actually shows up on the chart.

ETH is not quite there…yet
Ethereum’s daily chart showed price rejecting the $3,900 area, pushing RSI back toward the high-30s.

MACD remained below the signal line and hasn’t flipped positive, so momentum is cooling for now. Volume has not expanded meaningfully on this pullback, so this is not panic unwinding.

Source: TradingView

Combined with the earlier data, this looks more like a near-term reset. The larger trend of accumulation remains intact unless $3,500 breaks.

In a stunning market move, the price of ZKsync's cryptocurrency skyrocketed by 162% in just two days, capturing the attention of traders and analysts alike. As of November 1, 2025, this surge has placed ZKsync at the center of discussions about privacy coins and their potential.

TLDR

Bitcoin mining hashrate reached a record 1.13 zettahash per second in October 2024.
Daily revenue per exahash per second dropped 7% from $52,000 to $48,000 compared to September.
North American infrastructure expansions drove much of the hashrate growth during the month.
Kazakhstan and Middle Eastern regions contributed to the rising Bitcoin mining participation.
The hashprice fell nearly 12% month-to-date as Bitcoin prices declined in October.

Bitcoin mining achieved a new hashrate milestone in October, but miners faced declining revenues. The network recorded 1.13 zettahash per second while daily earnings dropped by 7%. Rising energy costs and price volatility created additional challenges for mining operations.

Bitcoin Mining Hashrate Reaches Historic Peak Level
The Bitcoin mining network reached an unprecedented level of computational power last month. Hashrate briefly crossed 1.13 zettahash per second, marking a historic peak for the industry. This growth indicates an increase in participation in Bitcoin mining activities worldwide.

North American infrastructure expansions drove much of this increase in Bitcoin mining capacity. Kazakhstan and Middle Eastern regions also contributed to the rising hashrate numbers. TeraHash analysts confirmed these geographic trends in their October market analysis.

However, higher computational power did not translate into better profitability for miners. Daily revenue per exahash per second fell from $52,000 to $48,000. This 7% decline offset gains from increased network participation.

“October was a remarkable month for the Bitcoin mining market,” analysts at TeraHash stated. They highlighted the brief crossing of 1.13 zettahash per second as a key milestone. The statement emphasized infrastructure growth across multiple global regions.

Energy Costs and Price Declines Impact Revenue
Bitcoin mining profitability suffered from multiple negative factors in October. The hashprice fell nearly 12% throughout the month as the Bitcoin price declined. Miners received less value for their computational contributions to network security.

Energy expenses increased simultaneously with falling revenues for Bitcoin mining operations. Oil and gas price hikes affected miners operating off-grid facilities. European and U.S. miners experienced power curtailment in several regions.

Weather-related constraints added further pressure on Bitcoin mining operations. These environmental factors compelled some facilities to reduce or pause operations temporarily. The combination of higher costs and lower revenues significantly squeezed profit margins.

Block difficulty adjustments continued to challenge Bitcoin mining economics during October. The metric determines how much effort miners must expend to validate transactions. Higher difficulty requires more computational power and energy for the same rewards.

The sector also faced $19 billion in liquidations throughout the month. These forced sales added stress to already struggling mining operations. Market conditions created a challenging environment despite record hashrate achievements.

The oil and natural gas company posted a profit of $1.02 billion in the third quarter, compared with $659 million a year earlier.

Here are a few potential candidates reportedly being considered to fill the chief executive role once Tim Cook decides to retire.

Aaron Pruner Writer

Aaron covers what's exciting and new in the world of home entertainment and streaming TV. Previously, he wrote about entertainment for places like Rotten Tomatoes, Inverse, TheWrap and The Hollywood Reporter. Aaron is also an actor and stay-at-home dad, which means coffee is his friend.

3 min read

Tim Cook turned 65 on Nov. 1, and talks have been growing around the question of who his successor as Apple CEO could be. Cook has made no announcement that he'll be retiring, but according to Bloomberg's Mark Gurman, the tech giant is working behind the scenes to ensure a seamless transition when the time does come.

Cook replaced Steve Jobs in 2011, and after a period of uncertainty, Cook ushered Apple into its most profitable era. Stock-watching website Stocktwits reports that the company's stock has increased by around 1,800% since Cook took over leading the company.

Don't miss any of our unbiased tech content and lab-based reviews. Add CNET as a preferred Google source.

Jobs may have introduced devices like the iPhone into everyday use that changed how we interact with technology, but Cook expanded on the Apple experience. Under his guidance, the company built upon Apple's smartphone by introducing subscription services and more mobile products, including earbuds and wearables.

He introduced Apple Pay, Beats headphones became part of the company's ecosystem, the Apple Watch launched 10 years ago, and Apple even entered the entertainment business, producing original Oscar-winning movies and Emmy-winning TV shows through Apple TV Plus.

Read more: Best iPhone in 2025: Here's Which Apple Phone You Should Buy

Tim Cook shows off the new orange iPhone 17 at 2025's Apple Event.

Celso Bulgatti/CNETWe should reiterate that the notion of Cook stepping down is pure speculation at this point. We don't know what Apple's CEO is currently planning or what his thoughts about retirement may be. That said, there are a handful of contenders who have reportedly been part of the succession conversation. 

Potential Apple CEO contendersApple likely has "a solid bench of successors" that the company's board has been developing, says Bryan Ma, VP of Devices Research at IDC.

"But the anxiety gets amplified when there isn't clear visibility for such a valuable and iconic company," Ma says. "Compounding the challenge is the fact that the bar has been set by big rock stars like Steve Jobs and Tim Cook. The next generation of leaders have very big shoes to fill."

John Ternus, Apple's current vice president of Hardware Engineering, was top of Gurman's list. Ternus has been with the tech giant for more than two decades, so he has the knowledge and experience for a chief executive upgrade. There would be value in having an engineer behind the wheel. 

Ternus appeared during the September Apple event to introduce the iPhone Air. At 50, he's the same age Cook was when he took over as Apple CEO.

Other potential contenders are also being considered, including Craig Federighi, Apple's senior vice president of software engineering; Greg Joswiak, Apple's senior vice president of worldwide marketing; and Jeff Williams, the company's former chief operating officer, according to a report by Apple Insider. On Oct. 10, Bloomberg reported that Federighi also will soon be overseeing the Apple Watch operating system watchOS, while Ternus will be overseeing Apple Watch hardware engineering once Williams departs at the end of the year.

Federighi has been with Apple for a long time and has the public speaking experience -- frequently speaking during Apple Events -- that would be vital if he replaced Cook as CEO. Considering his current role, Joswiak has a more marketing perspective and a broader overview of the company and may not be as hands-on with the tech as Ternus and Federighi. And according to Gurman, Williams was viewed as a shoo-in to be Cook's replacement until his role as COO was announced to be ending. (He's now Apple's senior vice president of design, watch and health.) Cook held the position of chief operating officer before he replaced Jobs as CEO in 2011. Sabih Khan will be stepping into that COO role, which also puts his name in the running.

When Cook steps down, Apple will undoubtedly have a pool of qualified talent to choose from to take up the leadership mantle. Who exactly will take the mantle remains to be seen.

Apple didn't immediately respond to a request for comment.

Phones

Foldable Phones

Headphones

Mobile Accessories

Smartwatches

Wireless Plans

November 03, 2025 17:05 ET

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Diversified Royalty Corp.

VANCOUVER, British Columbia, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the “Corporation” or “DIV”) is pleased to announce that its board of directors has approved a cash dividend of $0.02292 per common share for the period of November 1, 2025 to November 30, 2025, which is equal to $0.275 per common share on an annualized basis. The dividend will be paid on November 28, 2025 to shareholders of record as of the close of business on November 14, 2025.

Q3 2025 Earnings Release Date

DIV will release earnings results for the three and nine months ended September 30, 2025 following the closing of regular trading on the Toronto Stock Exchange on November 12, 2025.

About Diversified Royalty Corp.

DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.

DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions, BarBurrito and Cheba Hut trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive janitorial, building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada. Cheba Hut is a fast casual toasted sub sandwich franchise with locations in the United States.

DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.

Forward Looking Information

Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, ”project”, “should”, “believe”, “confident”, “plan” and “intends” and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: the amount and timing of the November 2025 dividend to be paid to DIV’s shareholders; DIV’s objective to continue to pay predictable and stable monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information.

DIV believes that the expectations reflected in the forward-looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular there can be no assurance that: DIV will be able to make monthly dividend payments to the holders of its common shares; or DIV will achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information included in this news release are not guarantees of future performance, and such forward-looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 24, 2025 and in its most recent Management’s Discussion and Analysis, copies of each of which are available under DIV’s profile on SEDAR+ at www.sedarplus.ca.

In formulating the forward-looking information contained herein, management has assumed that, among other things, DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

All of the forward-looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, DIV. The forward-looking information included in this news release is presented as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

Additional Information

Additional information relating to the Corporation and other public filings, is available on SEDAR+ at www.sedarplus.ca.

Contact:
Sean Morrison, Chief Executive Officer and Director
Diversified Royalty Corp.
(236) 521-8470

Greg Gutmanis, President and Chief Financial Officer
Diversified Royalty Corp.
(236) 521-8471

By Reuters

November 3, 202510:11 PM UTCUpdated ago

Item 1 of 2 Baristas work to make drinks in Starbucks Reserve Roastery, the largest Starbucks shop in the world, in Shanghai China, February 28, 2025. REUTERS/Go Nakamura

[1/2]Baristas work to make drinks in Starbucks Reserve Roastery, the largest Starbucks shop in the world, in Shanghai China, February 28, 2025. REUTERS/Go Nakamura Purchase Licensing Rights, opens new tab

Nov 3 (Reuters) - Starbucks

(SBUX.O), opens new tab said on Monday it has agreed to sell control of its China operations to investment firm Boyu Capital in a deal valued at $4 billion.

Under the agreement, Boyu and Starbucks will operate a joint venture with Boyu holding a up to 60% interest in Starbucks retail operations in China. Starbucks will retain a 40% interest in the joint venture and will continue to own and license the Starbucks brand and intellectual property to the new entity, the companies said.

Sign up here.

Reporting by Kane Wu; Editing by Richard Chang

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

November 03, 2025 17:07 ET

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Gran Tierra Energy Inc.

Gran Tierra Energy Inc. Announces Normal Course Issuer Bid and Automatic Share Purchase Plan

CALGARY, Alberta, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra”) (NYSE American: GTE)(TSX: GTE)(LSE: GTE), today announces that the Toronto Stock Exchange (“TSX”) has approved its notice of intention to make a normal course issuer bid (the “Bid”) for its shares of common stock (the “Shares”). As of October 31, 2025, there were 35,295,753 Shares issued and outstanding and the public float was 29,257,195 Shares. Pursuant to the Bid, Gran Tierra will be able to purchase for cancellation up to 2,925,720 Shares, representing 10% of the public float, at prevailing market prices at the time of purchase, through the facilities of the TSX, the NYSE American (the “NYSE”) or alternative trading platforms in Canada or the United States, if eligible, or by such other means as may be permitted by the TSX, the NYSE and applicable securities laws for a one year period commencing on November 6, 2025 and ending on November 5, 2026. Gran Tierra has also entered into an Automatic Share Purchase Plan (the “ASPP”) in connection with the Bid. The ASPP is intended to allow for the purchase of Shares under the Bid when Gran Tierra would ordinarily not be permitted to purchase Shares due to regulatory restrictions and customary self-imposed blackout periods.

Gran Tierra may purchase up to 12,171 Shares during any trading day, which represents approximately 25% of 48,687, which represents the average daily trading volume on the TSX for the most recently completed six calendar months prior to the TSX’s acceptance of the notice of the Bid. Gran Tierra may effect repurchases from time to time in the open market or in negotiated transactions off the market at prevailing market prices at the time of purchase.

Management of Gran Tierra believes that the Shares, at times, have been trading in a price range which does not adequately reflect their value in relation to Gran Tierra’s current operations, growth prospects and financial position. At such times, the purchase of Shares for cancellation or to satisfy awards granted under Gran Tierra’s Long Term Equity Incentive Plan may be advantageous to stockholders by increasing the value of the Shares.

Within the past twelve months, Gran Tierra purchased 1,180,752 Shares at a volume weighted average price of USD$5.61 under a previously approved normal course issuer bid through the facilities of the TSX, the NYSE and eligible alternative trading platforms in Canada and the United States permitting the purchase of up to 3,545,872 Shares, which expires on November 5, 2025.

Pursuant to the ASPP, outside of a trading blackout period, Gran Tierra may, but is not required to, instruct the designated broker to make purchases under the Bid in accordance with the terms of the ASPP. Such purchases will be determined by the designated broker at its sole discretion based on purchasing parameters set by Gran Tierra in accordance with the rules of the TSX, the NYSE, applicable securities laws, including Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, and the terms of the ASPP. The ASPP has been pre-cleared by the TSX and will be implemented on November 6, 2025.

Outside of blackout periods, Shares may be purchased under the Bid based on management’s discretion, in compliance with the rules of the TSX, the NYSE and applicable securities laws. Purchases made under the ASPP will be included in computing the number of Shares purchased under the Bid.

As previously announced on February 20, 2024, Gran Tierra was granted an exemptive relief order by the Canadian securities regulators which permits Gran Tierra to purchase up to 10% of its “public float” (within the meaning of the rules of the TSX) of the Shares through the NYSE and other trading systems based in the United States as part of any NCIB implemented in the 36 months following the date of the exemption order, being February 12, 2024. Gran Tierra will therefore not be limited on such trading platforms to purchasing 5% of its outstanding Shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide. The exemptive relief expires February 12, 2027 and is conditional upon, among other things, purchases being made in compliance with applicable U.S. rules, the TSX rules applicable to a normal course issuer bid, National Instrument 23-101 - Trading Rules, and at a price not higher than the market price at the time of purchase.

About Gran Tierra Energy Inc.

Gran Tierra Energy Inc. together with its subsidiaries is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. Gran Tierra is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional growth opportunities that would further strengthen Gran Tierra’s portfolio. Gran Tierra’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Information on Gran Tierra does not constitute a part of this press release. Investor inquiries may be directed to [email protected] or (403) 265-3221.

Gran Tierra’s U.S. Securities and Exchange Commission (“SEC”) filings are available on the SEC website at www.sec.gov. Gran Tierra’s Canadian securities regulatory filings are available on SEDAR+ at www.sedarplus.com and UK regulatory filings are available on the National Storage Mechanism (the “NSM”) website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra’s filings on the SEC, SEDAR+ and NSM websites are not incorporated by reference into this press release.

Forward-Looking Statements and Advisories

This press release contains statements about future events that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such forward-looking statements include, but are not limited to, the belief of Gran Tierra’s management that the Bid will be advantageous to stockholders, potential purchases of the Shares for cancellation or redeployment under Gran Tierra’s Long Term Equity Incentive Plan, the potential value of the Bid for Gran Tierra’s stockholders and other benefits to be derived from the Bid. There can be no assurance as to how many Shares, if any, will ultimately be acquired by Gran Tierra.

The forward-looking statements contained in this news release are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements, including, among others, unexpected changes in general market and economic conditions. Accordingly, readers should not place undue reliance on the forward-looking statements contained herein. Further information on potential factors that could affect Gran Tierra are included in risks detailed from time to time in Gran Tierra’s reports filed with the Securities and Exchange Commission, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K filed February 24, 2025 and its subsequent quarterly reports on Form 10-Q. These filings are available on a Website maintained by the SEC at http://www.sec.gov and on SEDAR+ at www.sedarplus.com.

All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

No Offer or Solicitation

The information in this press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or otherwise, nor shall there be any purchase in any jurisdiction in contravention of applicable law.

Contact Information:

For investor and media inquiries please contact:

Gary Guidry
President & Chief Executive Officer

Ryan Ellson
Executive Vice President & Chief Financial Officer

+1-403-265-3221
[email protected]

HONG KONG, Nov. 03, 2025 (GLOBE NEWSWIRE) -- PTL Limited (“PTL” or the “Company”) (Nasdaq: PTLE) is a limited liability company established under the laws of the British Virgin Islands on December 29, 2023. It is a holding company with no business operation. The Company, through its wholly-owned subsidiaries, Petrolink Energy Limited (“Petrolink Hong Kong”) and Petrolink Energy Pte. Ltd. (“Petrolink Singapore”), (collectively, the “Group”), is an established bunkering facilitator providing marine fuel logistics services for vessel refuelling, primarily serving the Asia Pacific market. The Group leverages on its close relationships and partnership within our established network in the marine fuel logistic industry, including the upstream suppliers and downstream customers, to provide a one-stop solution for vessel refuelling. The Group purchases marine fuel from its suppliers and arrange its suppliers to deliver marine fuel to its customers directly. As a bunker facilitator, the Group’s services mainly involve (i) facilitating with its suppliers to supply fuel for the use by the customers’ vessels at various ports along their voyages in the Asia Pacific region; (ii) arranging vessel refuelling activities at competitive pricing to the customers; (iii) offering trade credit to the customers for vessel refuelling; (iv) handling unforeseeable circumstances faced by the customers and providing contingency solutions to the customers in a timely manner; and (v) handling disputes, mainly in relation to quality and quantity issues on marine fuel, if any. The Company today announced its unaudited financial results for the six months ended June 30, 2025 (the “First Half of Fiscal Year 2025”).

 First Half of Fiscal Year 2025 Financial Results
   For the Six Months Ended June 30, Selected Unaudited Interim Condensed
Consolidated Statements of Income Data: 2025
USD  2024
USD  2023
USD Revenue 43,555,675   50,273,589  44,254,007 Cost of revenue (43,008,979)  (49,133,889) (42,997,119)Gross profit 546,696   1,139,700  1,256,888 Selling, general and administrative expenses (1,174,250)  (718,758) (220,296)Reversal of provision for expected credit loss 2,401,151   -  - Total other (expense) income, net (564,091)  (2,151) 7,481 Income before provision for income taxes 1,209,506   418,791  1,044,073 Income tax expense -   (98,347) (150,578)Net income 1,209,506   320,444  893,495 Earnings per share – basic and diluted 0.05   0.028  0.079             Revenue

Our revenue decreased by $6,717,914, or 13.4%, from $50,273,589 for the six months ended June 30, 2024 to $43,555,675 for the six months ended June 30, 2025, primarily because of the decrease in our sales volume of approximately 81,702 metric tons for the six months ended June 30, 2024 to approximately 79,055 metric tons for the six months ended June 30, 2025.

Our revenue increased by $6,019,582, or 13.6%, from $44,254,007 for the six months ended June 30, 2023 to $50,273,589 for the six months ended June 30, 2024, primarily because of the increase in our sales volume of approximately 73,633 metric tons for the six months ended June 30, 2023 to approximately 81,702 metric tons for the six months ended June 30, 2024.

Cost of revenue

Our cost of revenue mainly represented the marine fuel cost and other costs mainly including the agency fee, barging fee, cancellation charges and survey fee. Our cost of revenue decreased by $6,124,910, or 12.5%, from $50,273,589 for the six months ended June 30, 2024 to $43,008,979 for the six months ended June 30, 2025, which was mainly due to the decrease in our marine fuel costs and in line with the decrease in our revenue.

Our cost of revenue increased by $6,136,770, or 14.3%, from $42,997,119 for the six months ended June 30, 2023 to $49,133,889 for the six months ended June 30, 2024, which was mainly attributable to the increase in our marine fuel costs and in line with the increase in our revenue.

  Gross profit

Our gross profit decreased by $593,004, or 52.0%, from $1,139,700 for the six months ended June 30, 2024 to $546,696 for the six months ended June 30, 2025, which was due to the decrease in our revenue as stated above. Our gross profit margin decreased from 2.3% for the six months ended June 30, 2024 to 1.3% for the six months ended June 30, 2025, which was mainly attributable to slightly upward adjustments in the purchase cost of our marine fuels we purchased during the six months ended June 30, 2025.

Our gross profit remained relatively stable at $1,139,700 and $1,256,888 for the six months ended June 30, 2024 and 2023, respectively. Our gross profit margin remained relatively stable at 2.3% and 2.8% for the six months ended June 30, 2024 and 2023, respectively.

Selling, general and administrative expenses

Our selling, general and administrative expenses mainly represented the staff costs, agency commission, legal and professional fee, bank charges, utilities expenses, travelling and transportation costs and office supplies.

Our selling, general and administrative expenses increased by $455,492, or 63.4%, from $718,758 for the six months ended June 30, 2024 to $1,174,250 for the six months ended June 30, 2025, which was mainly due to the increase in staff cost and professional fees such as audit, legal and consulting service expenses we incurred after the listing in the United States during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Our selling, general and administrative expenses increased by $498,462, or 226.3%, from $220,296 for the six months ended June 30, 2023 to $718,758 for the six months ended June 30, 2024, which was mainly due to the increase in staff cost and professional fees such as audit, legal and consulting service expenses we incurred for the application of the listing of becoming a publicly traded company in the United States during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. We expect our selling, general and administrative expenses, including, but not limited to, staff costs, to increase in the foreseeable future, as our business further grows. We expect our legal and professional fees for legal, audit, and advisory services will increase as we will incur the audit fee, legal fee and advisory fee for this Offering and subsequently become a public after the IPO.

  Reversal of provision for expected credit loss

We recorded a reversal of provision for expected credit loss of $2,401,151, nil and nil, respectively, for the six months ended June 30, 2025, 2024 and 2023. Such reversal of provision for expected credit loss of $2,401,151 for the six months ended June 30, 2025 was mainly attributable to the settlement of our long-aged accounts receivable, which was fully provided for expected credit loss as at December 31, 2024, by our customer during the six months ended June 30, 2025, resulting in the reversal of provision for expected credit loss of $5,740,368 for the six months ended June 30, 2025, which was partially offset by the increase in provision for expected credit loss of $3,339,217 for another customer’s accounts receivable for the six months ended June 30, 2025, as the management believed that the recoverability of such accounts receivable was remote due to the client is in the process of liquidation and have written-off the accounts receivable of $3,339,217 for the six months ended June 30, 2025.

Income tax expense

Our company, PTL Limited, was incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, PTL Limited is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed.

Petrolink Energy Limited is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to $256,410 (HK$2,000,000), and 16.5% on any part of assessable profits over $256,410 (HK$2,000,000). For the six months ended June 30, 2025, Petrolink Energy Limited had no assessable profits arising in Hong Kong and, hence, no provision of current tax has been made in this period. For the six months ended June 30, 2024 and 2023, Petrolink Energy Limited had assessable profits arising in Hong Kong and, hence, the provision of current tax of $98,347 and $150,578, respectively, has been made in these periods.

Petrolink Energy Pte. Ltd. is subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of the first $7,463 (S$10,000) taxable income and 50% of the next $141,791 (S$190,000) taxable income exempted from income tax. For the six months ended June 30, 2025, 2024 and 2023, Petrolink Energy Pte. Ltd. had no assessable profits arising in Singapore and, hence, no provision of current tax has been made in these periods.

Net income

The net income increased by $889,062, or 277.5%, from $320,444 for the six months ended June 30, 2024 to $1,209,506 for the six months ended June 30, 2025. Such change was the result of the combination of the changes as discussed above.

The net income decreased by $573,051, or 64.1%, from $893,495 for the six months ended June 30, 2023 to $320,444 for the six months ended June 30, 2024. Such change was the result of the combination of the changes as discussed above.

Cash Flow

Operating Activities

Net cash used in operating activities amounted to $8,249,616 for the six months ended June 30, 2025, mainly derived from (i) a decrease in accounts payable of $7,723,935, due to more settlement to the vendors closer to the end of the six months ended June 30, 2025, as compared to that of fiscal year ended December 31, 2024; (ii) an increase in prepayments and other current assets of $1,125,752, due to the placement of the deposits for the security of the credit facilities during the six months ended June 30, 2025; and (iii) non-cash items of the reversal of provision for expected credit loss of $2,401,151, which was partially offset by (i) net income of $1,209,506 for the six months ended June 30, 2025; and (ii) the decrease in accounts receivable of $1,227,371, due to more settlements by the customers closer to the end of the six months ended June 30, 2025, as compared to that of the fiscal year ended December 31, 2024.

Net cash used in operating activities amounted to $595,677 for the six months ended June 30, 2024, mainly derived from (i) a decrease in accounts payable of $1,635,755, due to more settlement to the vendors closer to the end of the six months ended June 30, 2024, as compared to that of fiscal year ended December 31, 2023; and (ii) an increase in accounts receivable of $721,961, due to more billings to the customer closer to the end of the six months ended June 30, 2024, as compared to that of fiscal year ended December 31, 2023, which was partially offset by (i) net income of $320,444 for the six months ended June 30, 2024; and (ii) a decrease in prepayments and other current assets of $1,591,357, due to the settlement of the advances to the suppliers for the purchase of marine fuel during the six months ended 30 June 2024.

Net cash provided by operating activities amounted to $167,091 for the six months ended June 30, 2023, mainly derived from (i) net income of $893,495 for the six months ended June 30, 2023; and (ii) a decrease in accounts receivable of $229,887, due to more settlements by the customers closer to the end of the six months ended June 30, 2023, as compared to that of the fiscal year ended December 31, 2022, which was partially offset by (i) a decrease in accounts payable of $1,135,736, due to more settlement to the vendors closer to the end of the six months ended June 30, 2023, as compared to that of fiscal year ended December 31, 2022.

Investing Activities

No net cash was provided by/(used in) investing activities for the six months ended June 30, 2025, 2024 and 2023.

Financing Activities

Net cash provided by financing activities amounted to $6,143,467 for the six months ended June 30, 2025, which mainly included the proceeds from issuance of ordinary shares pursuant to the offering, net of issuance cost of $7,140,000, netting off the payments of offering costs related to the offering of $996,533 during the six months ended June 30, 2025.

Net cash used in financing activities amounted to $327,517 for the six months ended June 30, 2024, which mainly included the payments of offering costs related to the initial public offering of $324,069 during the six months ended June 30, 2024.

No net cash was provided by/(used in) financing activities for the six months ended June 30, 2023.

About PTL Limited

Headquartered in Hong Kong, we are an established bunkering facilitator providing marine fuel logistics services for vessel refueling, primarily container ships, bulk carriers, general cargo vessels, and chemical tankers. Targeting and serving the Asia Pacific market, we leverage our close relationships and partnership within our established network in the marine fuel logistic industry, including the upstream suppliers and downstream customers, to provide a one-stop solution for vessel refueling. 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations, including the trading of its Ordinary Shares or the closing of the Offering. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

For more information, please contact:

PTL Limited
Investor Relations
Email: [email protected] 

Key Takeaways
Palantir posted record third-quarter results that topped analysts' estimates.The data analytics software maker raised its full-year revenue outlook for the third straight quarter.

Palantir posted record quarterly results that blew past analysts' estimates and raised its full-year revenue outlook for the third straight quarter.

The AI software company reported adjusted earnings per share of $0.21 cents on revenue that jumped 63% year-over-year to a record $1.18 billion in the third quarter, well above analysts' estimates compiled by Visible Alpha, driven by strong demand for its Artificial Intelligence Platform. 

While Palantir still derives more of its domestic business from the government than corporations, its commercial segment drove much of the company's growth in the quarter. Palantir's commercial revenue in the U.S. surged 121% to $397 million, compared to a 52% jump in U.S. government revenue to $486 million.

CEO Alex Karp called the commercial segment an "absolute juggernaut" in a letter to investors, in which he touted the company's "otherworldy" growth.

Why This Matters for Investors
Amid some worries on Wall Street that the strong rally in Palantir shares this year has left the stock overvalued, the company's strong quarterly results could help boost sentiment around the stock and its trajectory.

Looking ahead, Palantir said it sees fourth-quarter revenue of $1.327 billion to $1.331 billion, leading it to raise its full-year revenue outlook to $4.396 billion to $4.4 billion, up from $4.14 billion to $4.15 billion previously, marking the third straight quarter it's hiked its forecast.

Shares of Palantir surged over 5% in extended trading shortly following the release, before paring those gains to trade marginally higher. The shares were up over 170% for the year through Monday's close, making it one of the best-performing stocks in the S&P 500 for 2025.

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, /PRNewswire/ -- Taylor Morrison Home Corporation (NYSE: TMHC) ("TMHC") today announced that its indirect wholly owned subsidiary, Taylor Morrison Communities, Inc. (the "Issuer"), priced its previously announced offering of $525.0 million aggregate principal amount of senior notes due 2032 (the "Senior Notes"). The closing of the offering of the Senior Notes is expected to occur on November 10, 2025, subject to customary closing conditions.

The Senior Notes will bear interest at a rate of 5.750% per annum, payable semi-annually in cash, in arrears, on each May 15 and November 15, beginning on May 15, 2026. The price to investors will be 100% of the principal amount of the Notes.

The Issuer intends to use proceeds of the proposed notes offering, together with cash on hand, to (i) purchase any and all of its 5.875% Senior Notes due 2027 (the "2027 Notes") validly tendered and not validly withdrawn pursuant to the Issuer's concurrent cash tender offer for any and all 2027 Notes (the "Tender Offer"), (ii) redeem all of the 2027 Notes not purchased in the Tender Offer, (iii) redeem in full all of its outstanding 6.625% Senior Notes due 2027 (the "2027 Exchange Notes") and the outstanding 6.625% Senior Notes due 2027 issued by William Lyon Homes, Inc. (an indirect wholly owned subsidiary of the Issuer) (the "2027 WLH Notes") and (iv) pay fees and expenses related to the notes offering, the Tender Offer and the redemptions.

The Senior Notes will be unsecured and guaranteed on a senior unsecured basis by the same subsidiaries of TMHC that guarantee, or are obligors of, the Issuer's existing senior unsecured notes.

The Senior Notes and related guarantees have not, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction. The Senior Notes may not be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption. The Senior Notes will be sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulations S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes and related guarantees and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer solicitation or sale would be unlawful. This press release does not constitute a notice of redemption for, nor an offer to purchase, the 2027 Notes, the 2027 Exchange Notes or the 2027 WLH Notes.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the expected terms and timing of the Tender Offer and the redemptions, the expected closing of the Senior Notes offering and the intended use of proceeds from the Senior Notes offering. These statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "may," "will," "can," "could," "might," "should" and similar expressions identify forward-looking statements, including statements related to expected financial, operating and performance results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect TMHC's business in the future. A detailed discussion of such risks and uncertainties is included in TMHC's Form 10-K, on file with the Securities and Exchange Commission, in the section titled "Risk Factors," as updated in our subsequent reports filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. TMHC undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

About Taylor Morrison

Headquartered in Scottsdale, Arizona, Taylor Morrison is one of the nation's leading homebuilders and developers. We serve a wide array of consumers from coast to coast, including first-time, move-up, luxury and resort lifestyle homebuyers and renters under our family of brands—including Taylor Morrison, Esplanade and Yardly. From 2016-2025, Taylor Morrison has been recognized as America's Most Trusted® Builder by Lifestory Research. 

CONTACT:
Mackenzie Aron, VP Investor Relations
(407) 906-6262
[email protected]

SOURCE Taylor Morrison Home Corp.

Iconic global brand coupled with deep local knowledge and expertise will help grow Starbucks into new cities and regions across China while continuing to deliver a premium customer experience and lead in coffee

SEATTLE--(BUSINESS WIRE)--Starbucks Coffee Company (Nasdaq: SBUX) today announced it has entered an agreement to form a joint venture with Boyu Capital, a leading alternative investment firm, to operate Starbucks retail in China. This partnership marks a significant milestone in Starbucks ongoing transformation and underscores its commitment to accelerating long-term growth in China, one of the company’s most important and fastest-growing markets globally.

Under the agreement, Boyu and Starbucks will operate a joint venture with Boyu holding a up to 60% interest in Starbucks retail operations in China. Starbucks will retain a 40% interest in the joint venture and will continue to own and license the Starbucks brand and intellectual property to the new entity. Boyu will acquire its interest based on a cash-free, debt-free enterprise value of approximately $4 billion.

Starbucks expects the total value of its China retail business to exceed $13 billion, composed of three sources: proceeds from the sale of a controlling interest in the joint venture to Boyu, the value of Starbucks retained interest in the joint venture, and the net present value of ongoing licensing economics payable to Starbucks over the next decade or longer.

The partnership between Starbucks and Boyu marks a new chapter in Starbucks over 26-year journey in China, combining Starbucks globally recognized brand, coffee expertise, and partner (employee)-centered culture with Boyu’s depth of understanding of Chinese consumers. Together, under this new joint venture, the two companies will elevate the Starbucks customer experience, accelerating innovation in beverages and digital platforms, expanding into new cities and regions, and deepening connections with customers through meaningful local relevance.

The business will continue to be headquartered in Shanghai and will own and operate the 8,000 Starbucks coffeehouses across the market today with a shared vision to grow to as many as 20,000 locations over time.

“Boyu’s deep local knowledge and expertise will help accelerate our growth in China, especially as we expand into smaller cities and new regions. We’ve found a partner who shares our commitment to a great partner experience and world-class customer service. Together we will write the next chapter of Starbucks storied history in China,” said Brian Niccol, chairman and chief executive officer, Starbucks Coffee Company.

"Starbucks has built an iconic brand and a deep connection with Chinese consumers over the past 26 years. This partnership reflects our shared belief in the enduring strength of that brand and the opportunity to bring even greater innovation and local relevance to customers across China. Together, we aim to combine Starbucks global coffee leadership with Boyu’s deep market insights and expertise to accelerate growth and create exceptional experiences for millions of customers," said Alex Wong, Partner, Boyu Capital.

“Building on our positive business momentum, our partnership with Boyu will enable Starbucks China to fully unlock the vast market opportunity. Together, we will deliver exceptional coffee experiences to more Chinese consumers than ever before, create greater career opportunities for our green apron partners, and drive the future of China's specialty coffee industry. This collaboration is a powerful commitment to our next chapter of growth,” said Molly Liu, executive vice president and chief executive officer, Starbucks China.

For more than 26 years, Starbucks has grown together with China and its neighborhoods. The Starbucks Boyu partnership represents the next step in that journey, one guided by a shared belief that growth and purpose go hand in hand.

We expect to finalize the joint venture in Q2 FY2026, after completing required regulatory approvals.

About Starbucks

Since 1971, Starbucks Coffee Company has been committed to ethically sourcing and roasting high-quality arabica coffee. Today, with more than 40,000 stores worldwide, the company is the premier roaster and retailer of specialty coffee in the world. Through our unwavering commitment to excellence and our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at about.starbucks.com or starbucks.com.

About Boyu Capital

Founded in 2011, Boyu Capital is a leading alternative investment firm with Chinese roots and a global mandate. With over 200 portfolio companies and offices in Hong Kong, Beijing, Shanghai and Singapore, Boyu’s uniquely integrated and synergistic platform spans private equity, public equity, infrastructure and venture investing. By providing catalytic capital and strategic support to exceptional leaders and visionary entrepreneurs, Boyu drives long-term value creation from its close partnerships with the most innovative and impactful businesses in consumer, technology, healthcare and sustainable energy globally.

Forward-Looking Statements

Certain statements contained herein, including statements relating to the proposed sale of 60% interest in Starbucks retail operations in China, the implied total equity value of the purchase price payable by Boyu Capital at closing, the anticipated ongoing cash flows generated by the joint venture between us and Boyu Capital and future royalty payments, are “forward-looking” statements within the meaning of applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. Our forward-looking statements, and the risks and uncertainties related thereto, include risks and uncertainties relating to the sale of a 60% interest in Starbucks retail operations in China (including risks related to the satisfaction or waiver of the closing conditions in the anticipated timeframe or at all); risks related to the ability to realize the anticipated benefits of the proposed sale and the joint venture with Boyu Capital, such as the possibility that the expected benefits (including the ability of the joint venture with Boyu Capital to generate the anticipated cash flows) will not be realized or will not be realized within the expected time period; significant transaction costs; the risk of litigation and/or regulatory actions relating to the proposed transaction; the ability of the proposed joint venture with Boyu Capital to expand its operations and successfully implement its strategies; the impact of this announcement and the consummation of the proposed transaction in our stock price; as well as those risks described under the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s most recently filed periodic reports on Form 10-K and Form 10-Q and in other filings with the SEC, including, but not limited to, our ability to preserve, grow, and leverage our brands; the impact of our brand, marketing, promotional, advertising and pricing strategies, platforms, reformulations, innovations, or customer experience initiatives or investments; the costs and risks associated with, and the successful and timely execution and effects of, our existing and any future business opportunities, expansions, initiatives, strategies, investments, and plans; the costs and risks associated with, and the successful execution and effects of, strategic changes to our ownership and operating structure, including as a result of acquisitions, divestitures, other strategic transactions or entry into joint ventures; our ability to align our investment efforts with our strategic goals; evolving consumer preferences, demand, consumption, or spending behavior, reduction in discretionary spending and price increases, and our ability to anticipate or react to these changes; and the ability of our business partners, suppliers, and third-party providers to fulfill their responsibilities and commitments and our reliance on certain key business partners and suppliers. In addition, many of the foregoing risks and uncertainties are, or could be, exacerbated by any worsening of the global business and economic environment. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release. We are under no obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

BERKELEY, Calif., Nov. 03, 2025 (GLOBE NEWSWIRE) -- Caribou Biosciences, Inc. (Nasdaq: CRBU), a leading clinical-stage CRISPR genome-editing biopharmaceutical company, today announced management will participate in the following investor conferences:

2025 Truist Securities BioPharma Symposium, New York
November 6, 2025 8th Annual Evercore Healthcare Conference, Coral Gables, FL
December 2, 2025 with fireside chat at 8:45-9:05 AM ET
Webcast For more information and links to webcasts, please visit the Events page on Caribou’s website. Webcasts will be available on the Caribou website for at least 30 days after the event.

About Caribou Biosciences, Inc.
Caribou Biosciences is a clinical-stage CRISPR genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases. The Company’s genome-editing platform, including its Cas12a chRDNA technology, enables superior precision to develop cell therapies that are armored to potentially improve activity against diseases. Caribou is focused on vispacabtagene regedleucel (vispa-cel) and CB-011 as off-the-shelf CAR-T cell therapies that have the potential to provide broad access and rapid treatment for patients with hematologic malignancies.

Caribou Biosciences, Inc. contact:
Peggy Vorwald, PhD
[email protected]
[email protected]

Bragar Eagel & Squire, P.C. Litigation Partner Brandon Walker Encourages Investors Who Suffered Losses In Lantheus (LNTH) To Contact Him Directly To Discuss Their Options

If you purchased or acquired Lantheus securities between February 26, 2025, to August 5, 2025 and would like to discuss your legal rights, call Bragar Eagel & Squire partner Brandon Walker or Marion Passmore directly at (212) 355-4648.

Click here to participate in the action.

NEW YORK, Nov. 03, 2025 (GLOBE NEWSWIRE) --

What’s Happening:

Bragar Eagel & Squire, P.C., a nationally recognized stockholder rights law firm, announces that a class action lawsuit has been filed against Lantheus Holdings, Inc. (“Lantheus” or the “Company”) (NASDAQ:LNTH) in the United States District Court for the Southern District of New York on behalf of all persons and entities who purchased or otherwise acquired securities between February 26, 2025, to August 5, 2025, both dates inclusive (the “Class Period”).Investors have until November 10th, 2025 to apply to the Court to be appointed as lead plaintiff in the lawsuit. Allegation Details:

The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements and/or failed to disclose that: (1) Defendants provided overwhelmingly positive statements to investors while concealing material adverse facts concerning the true state of Pylarify's competitive position; (2) Lantheus was not equipped to properly assess the pricing and competitive dynamics for Pylarify; (3) the Company failed to disclose that its early 2025 price increase-issued despite prior price erosion-created an opportunity for competitive pricing to flourish, thereby jeopardizing Pylarify's price point, revenue, and overall growth potential; and (4) as a result, Defendants' statements about the Company's business, operations, and prospects were materially false and misleading at all relevant times.
Next Steps:

If you purchased or otherwise acquired Lantheus shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at [email protected], telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Follow us for updates on LinkedIn, X, and Facebook, and keep up with other news by following Brandon Walker, Esq. on LinkedIn and X.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
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The company's semiconductor products are well-suited to a range of end markets that rely heavily on power consumption and are in increasing demand, driven by the growing adoption of AI. The industrial, autonomous vehicles, cloud, 5G, and IoT markets are in an upcycle that may last for years, if not a decade or more, as technology advances, AI adoption increases, and societal penetration grows.

Achieves record quarterly revenue of $201.7 million in Q3 2025

Generates GAAP net income of $29.3 million and record adjusted EBITDA of $59.6 million, resulting in 15% profit margin and all-time high 30% adjusted EBITDA margin

Raises FY2025 revenue and adjusted EBITDA guidance

PALO ALTO, Calif., Nov. 03, 2025 (GLOBE NEWSWIRE) -- Upwork Inc. (Nasdaq: UPWK), the world’s human and AI-powered work marketplace, today announced its financial results for the third quarter of 2025.

“The third quarter marked the start of the next chapter for Upwork. As we build the world’s human and AI-powered work marketplace, we’re driving phenomenal user productivity and engagement, resulting in a return to positive GSV growth,” said Hayden Brown, president and CEO, Upwork Inc. “We are executing with speed and precision across our growth levers of AI, SMB, and Enterprise, and are now on the path to sustained, multi-year growth.”

“Our third quarter was exceptional, with record performance. We crossed the $200 million revenue milestone, with net income of $29.3 million and 15% profit margin, and our adjusted EBITDA hit an all-time high of $59.6 million, at a record 30% adjusted EBITDA margin,” said Erica Gessert, CFO, Upwork Inc. “Our strong and growing free cash flow yield also enabled us to announce another $100 million share repurchase authorization in early September. On the back of such positive momentum, we have once again raised our full-year guidance for both revenue and adjusted EBITDA. We have proven our ability to meaningfully expand margins while accelerating topline growth, reinforcing our confidence in achieving our long-term 35% adjusted EBITDA margin target.”

Third Quarter 2025 Financial Highlights

GSV(1) grew 2% year-over-yearRevenue grew 4% year-over-year to $201.7 millionActive clients(1) of 794,000GSV per active client(1) of $5,036 increased 5% year-over-yearNet income was $29.3 million, up 6% year-over-yearDiluted earnings per share was $0.21, compared to diluted earnings per share of $0.20 in the third quarter of 2024Adjusted EBITDA(2) was $59.6 million, up 38% year-over-yearCash provided by operating activities(3) was $75.1 million, compared to cash provided by operating activities of $61.0 million in the third quarter of 2024Free cash flow(2)(3) was $69.4 million, compared to free cash flow of $56.8 million in the third quarter of 2024
Third Quarter Operational Highlights

Building the World’s Human and AI-Powered Work Marketplace

Uma™, Upwork’s Mindful AI, continued to evolve into an always-on work agent, further increasing customer engagement and productivity. Scaled Uma’s capabilities across the customer journey with additional premium features like AI interviews, recruiting, and collaborative hiring capabilities for teams.Uma Proposal Writer provided a 15% uplift in Uma-generated proposals.Launched agentic talent sourcing solution for Business Plus clients, reducing the median time to receive a high-quality talent shortlist for their jobs by more than 75%. Growing AI Work on the Marketplace

GSV from AI-related work accelerated to 53% year-over-year growth in Q3 2025, compared to 30% year-over-year growth in Q2 2025. GSV from Generative AI work grew 65% year-over-year in Q3 2025.GSV from Prompt Engineering grew 71% year-over-year and increased 23% quarter-over-quarter in Q3 2025. The number of clients engaging in AI-related projects grew 45% year-over-year in Q3 2025. Winning Bigger with SMBs

GSV from Upwork Business Plus offering for SMBs increased 33% quarter-over-quarter.Business Plus active clients increased 36% quarter-over-quarter, with 36% of active clients on Business Plus in Q3 being net-new customers to Upwork. Generating New Value through Ads & Monetization Strategies

Revenue from Ads & Monetization grew 19% year-over-year in Q3 2025. Connects revenue increased 18% year-over-year in Q3 2025.Freelancer Plus subscription revenue grew 24% year-over-year in Q3 2025.
Unlocking the Enterprise Opportunity

Launched Lifted, Upwork’s new enterprise-focused subsidiary, creating a unique offering of full-stack, end-to-end contingent work solutions for large enterprises following Lifted’s acquisitions of Bubty and Ascen.Rapidly integrating acquired companies and products, in anticipation of onboarding first customers onto the new Lifted platform by early 2026. Financial Guidance & Outlook

Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, and non-GAAP diluted EPS for the fourth quarter of 2025 is:

Revenue: $193 million to $198 millionAdjusted EBITDA: $49 million to $52 millionDiluted weighted-average shares outstanding: 138 million to 140 millionNon-GAAP diluted EPS: $0.31 to $0.33 Upwork’s guidance for revenue, adjusted EBITDA, diluted weighted-average shares outstanding, non-GAAP diluted EPS, and stock-based compensation expense for full year 2025 is:

Revenue: $782 million to $787 millionAdjusted EBITDA: $222 million to $225 millionDiluted weighted-average shares outstanding: 140 million to 142 millionNon-GAAP diluted EPS: $1.35 to $1.37Stock-based compensation expense: Approximately $65 million  UPWORK INC.
Key Financial and Operational Metrics
(In thousands, except percentages and basis points)
(Unaudited)
  Three Months Ended September 30,   Nine Months Ended September 30,    2025   2024  Change  2025   2024  ChangeGSV(1)$1,017,680  $998,268  1.9% $3,008,054  $3,015,331  (0.2)% Marketplace revenue(1)$174,572  $167,337  4% $511,525  $498,453  3%Enterprise revenue(1)$27,158  $26,439  3% $77,850  $79,389  (2)%Gross profit$155,887  $150,368  4% $458,294  $446,389  3%Gross profit margin 77%  78% -32 bps   78%  77% 51 bps Operating expenses$126,129  $129,575  (3)% $357,281  $394,766  (9)%Net income$29,335  $27,758  6% $99,791  $68,420  46%Adjusted EBITDA(2)$59,627  $43,227  38% $172,699  $117,387  47%Profit margin 15%  14% 22 bps   17%  12% 509 bps Adjusted EBITDA margin(2) 30%  22% 725 bps   29%  20% 899 bps Cash provided by operating activities(3)$75,079  $60,964  23% $184,558  $114,981  61%Free cash flow(2)(3)$69,431  $56,797  22% $165,847  $104,402  59%                        As of September 30,
  (In thousands)2025
 2024
 % Change
Active clients(1)794  855  (7)%          (1) See Key Definitions in our third quarter 2025 earnings presentation.

(2) An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures can be found in the “Non-GAAP Financial Measures" section and the subsequent tables at the end of this press release.

(3) We elected to change the presentation of certain cash flows on our Consolidated Statement of Cash Flow, reclassifying the change in Trade and client receivables, related to amounts received on behalf of talent to fund their escrow account, from operating activities to financing activities. Prior period comparative amounts have been recast to conform to the current period presentation.

Third Quarter 2025 Financial Results Conference Call and Webcast

Upwork will host a conference call today at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss the company’s third quarter 2025 financial results. An audio webcast archive will be available following the live event for approximately one year at investors.upwork.com. Please visit the Upwork Investor Relations website at investors.upwork.com/financial-information/quarterly-results to view Upwork’s third quarter 2025 earnings presentation.

Disclosure Information
We use our Investor Relations website (investors.upwork.com), our Blog (upwork.com/blog), our X handle (twitter.com/Upwork), Hayden Brown’s X handle (twitter.com/hydnbrwn) and LinkedIn profile (linkedin.com/in/haydenlbrown), and Erica Gessert’s LinkedIn profile (linkedin.com/in/erica-gessert) as means of disseminating or providing notification of, among other things, news or announcements regarding our business or financial performance, investor events, press releases, and earnings releases, and as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

About Upwork
Upwork Inc.’s (Nasdaq: UPWK) family of companies connects businesses with global, AI-enabled talent across every contingent work type including freelance, fractional, and payrolled. This portfolio includes the Upwork Marketplace, which connects businesses with on-demand access to highly skilled talent across the globe, and Lifted, which provides a purpose-built solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent work. From Fortune 100 enterprises to entrepreneurs, businesses rely on Upwork Inc. to find and hire expert talent, leverage AI-powered work solutions, and drive business transformation. With access to professionals spanning more than 10,000 skills across AI & machine learning, software development, sales & marketing, customer support, finance & accounting, and more, the Upwork family of companies enables businesses of all sizes to scale, innovate, and transform their workforces for the age of AI and beyond.

Since its founding, Upwork Inc. has facilitated more than $30 billion in total transactions and services as it fulfills its purpose to create opportunity in every era of work. Learn more about the Upwork Marketplace at upwork.com and follow on LinkedIn, Facebook, Instagram, TikTok, and X; and learn more about Lifted at go-lifted.com and follow on LinkedIn.

Contact:
Investor Relations
[email protected]

Safe Harbor:
This press release of Upwork Inc. (together with its wholly owned subsidiaries, the “Company,” “we,” “us,” or “our”) contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include all statements other than statements of historical fact, including any statements regarding our future operating results and financial position, including expected financial results for the fourth quarter and full year 2025, information or predictions concerning the future of our business or strategy, anticipated events and trends, potential growth or growth prospects, competitive position, technological and market trends, industry environment, the economy, our plans with respect to share repurchases, the expected impact and timing of strategic initiatives, including the launch of Lifted, the Company’s enterprise-focused subsidiary, and its acquisitions of Bubty B.V., which we refer to as Bubty, and Ascen Inc., which we refer to as Ascen, and other future conditions.

We have based these forward-looking statements largely on our current expectations and projections as of the date hereof about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. As such, they are subject to inherent uncertainties, known and unknown risks, and changes in circumstances that are difficult to predict and in many cases outside our control, and you should not rely on such forward-looking statements. We make no representation that the projected results will be achieved or that future events and circumstances will occur, and actual results may differ materially and adversely from our expectations. The forward-looking statements are made as of the date hereof, and we do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements, conform these statements to actual results, or make changes in our expectations, except as required by law. Additional information regarding the risks and uncertainties that could cause actual results to differ materially from our expectations is included under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the SEC on August 6, 2025, and in our other SEC filings, which are available on our Investor Relations website at investors.upwork.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, when filed.

Upwork, “Uma™, Upwork’s Mindful AI,” Lifted and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this press release are the property of Upwork. This presentation may also contain additional trade names, trademarks, and service marks of other companies, including names and brands. All third-party trademarks are property of their respective owners, and any references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under trademark law.

UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
  Three Months Ended
September 30, Nine Months Ended
September 30,  2025   2024   2025   2024 Revenue       Marketplace$174,572  $167,337  $511,525  $498,453 Enterprise 27,158   26,439   77,850   79,389 Total revenue 201,730   193,776   589,375   577,842 Cost of revenue 45,843   43,408   131,081   131,453 Gross profit 155,887   150,368   458,294   446,389 Operating expenses       Research and development 47,494   50,411   138,489   155,792 Sales and marketing 34,985   46,093   107,407   141,277 General and administrative 41,257   31,276   104,964   93,201 Provision for transaction losses 2,393   1,795   6,421   4,496 Total operating expenses 126,129   129,575   357,281   394,766 Income from operations 29,758   20,793   101,013   51,623 Other income, net 5,917   8,091   18,112   20,433 Income before income taxes 35,675   28,884   119,125   72,056 Income tax provision (6,340)  (1,126)  (19,334)  (3,636)Net income$29,335  $27,758  $99,791  $68,420         Net income per share:       Basic$0.22  $0.21  $0.75  $0.51 Diluted$0.21  $0.20  $0.72  $0.50         Weighted-average shares used to compute net income per share:       Basic 131,987   132,603   133,114   133,404 Diluted 139,666   139,294   140,910   140,552                  UPWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
  September 30, 2025
 December 31, 2024ASSETS    Current assets    Cash and cash equivalents$260,838  $305,757 Marketable securities 382,259   316,344 Funds held in escrow, including funds in transit 211,373   195,736 Trade and client receivables, net 76,433   75,490 Prepaid expenses and other current assets 18,048   17,727 Total current assets 948,951   911,054 Property and equipment, net 40,373   30,056 Goodwill 150,471   121,064 Intangible assets, net 39,656   12,989 Operating lease asset 5,188   5,752 Deferred tax asset 125,065   128,779 Other assets, noncurrent 1,505   1,919 Total assets$1,311,209  $1,211,613      LIABILITIES AND STOCKHOLDERS’ EQUITY    Current liabilities    Accounts payable$8,514  $6,128 Escrow funds payable 211,373   195,736 Debt, current 359,310   — Accrued expenses and other current liabilities 73,336   59,300 Deferred revenue 7,943   7,269 Total current liabilities 660,476   268,433 Debt, noncurrent —   357,928 Operating lease liability, noncurrent 10,131   9,567 Other liabilities, noncurrent 12,476   308 Total liabilities 683,083   636,236      Stockholders’ equity    Common stock 13   14 Additional paid-in capital 605,931   653,575 Accumulated and other comprehensive income 867   264 Accumulated deficit 21,315   (78,476)Total stockholders’ equity 628,126   575,377 Total liabilities and stockholders’ equity$1,311,209  $1,211,613          UPWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Three Months Ended September 30, Nine Months Ended September 30,  2025   2024   2025   2024 CASH FLOWS FROM OPERATING ACTIVITIES:       Net income$29,335  $27,758  $99,791  $68,420 Adjustments to reconcile net income to net cash provided by operating activities:       Provision for transaction losses 2,113   1,100   5,707   3,533 Depreciation and amortization 7,946   3,668   18,686   10,443 Amortization of debt issuance costs 460   460   1,381   1,381 Accretion of discount on purchases of marketable securities, net (2,195)  (2,272)  (5,699)  (10,431)Amortization of operating lease asset 179   722   564   2,428 Tides Foundation common stock warrant expense 188   188   563   563 Stock-based compensation expense 19,789   18,578   48,038   54,758 Deferred taxes (2,463)  —   (399)  — Changes in operating assets and liabilities:       Trade and client receivables(1) (2,014)  4,851   (1,654)  (236)Prepaid expenses and other assets 3,378   2,665   40   (2,468)Operating lease liability (208)  (1,086)  600   (4,215)Accounts payable 4,571   (160)  (504)  541 Accrued expenses and other liabilities 13,866   6,480   16,777   (367)Deferred revenue 134   (1,988)  667   (9,369)Net cash provided by operating activities 75,079   60,964   184,558   114,981 CASH FLOWS FROM INVESTING ACTIVITIES:       Purchases of marketable securities (106,791)  (40,205)  (365,939)  (234,504)Proceeds from maturities of marketable securities 70,314   43,423   302,725   365,269 Proceeds from sale of marketable securities 64   3,027   3,601   38,421 Acquisition of business, net of cash acquired (39,436)  —   (59,846)  — Purchases of property and equipment (482)  (1,204)  (5,335)  (1,979)Internal-use software and platform development costs (5,166)  (2,963)  (13,376)  (8,600)Net cash (used in) provided by investing activities (81,497)  2,078   (138,170)  158,607 CASH FLOWS FROM FINANCING ACTIVITIES:       Change in escrow funds payable, net(1) 6,451   36,810   23,025   32,008 Proceeds from exercises of stock options and common stock warrants 76   1,165   729   1,935 Proceeds from employee stock purchase plan —   —   2,199   2,917 Repurchase of common stock (31,001)  —   (101,923)  (100,000)Net cash (used in) provided by financing activities (24,474)  37,975   (75,970)  (63,140)NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (30,892)  101,017   (29,582)  210,448 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—beginning of period 506,903   405,849   505,593   296,418 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—end of period$476,011  $506,866  $476,011  $506,866                  (1) We elected to change the presentation of certain cash flows on our Consolidated Statement of Cash Flow, reclassifying the change in Trade and client receivables, related to amounts received on behalf of talent to fund their escrow account, from operating activities to financing activities. Prior period comparative amounts have been recast to conform to the current period presentation.

The following table reconciles cash, cash equivalents, and restricted cash as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of the following (in thousands):

 September 30, 2025
 December 31, 2024
Cash and cash equivalents$260,838  $305,757 Restricted cash 3,800   4,100 Funds held in escrow, including funds in transit 211,373   195,736 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows$476,011  $505,593          Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release, including adjusted EBITDA, adjusted EBITDA margin, free cash flow, and non-GAAP diluted EPS.

We define adjusted EBITDA as net income adjusted for stock-based compensation expense; depreciation and amortization; other income (expense), net, which includes interest expense; income tax benefit (provision); and, if applicable, certain other gains, losses, benefits, or charges that are non-cash or are significant and the result of isolated events or transactions that have not occurred frequently in the past and are not expected to occur regularly in the future. Free cash flow is defined as cash provided by operations less purchases of property, plant and equipment and cash outflows from internally developed software.

We use non-GAAP financial measures in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These non-GAAP financial measures provide consistency and comparability with past financial performance, facilitate period-to-period comparisons of our core operating results, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. In addition, adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to certain items that can vary substantially from company to company, and free cash flow allows investors to evaluate the cash generated from our underlying operations across periods.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. In particular, (1) adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy, (2) although depreciation and amortization expense are non-cash charges, the assets subject to depreciation and amortization may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements, and (3) adjusted EBITDA does not reflect: (a) changes in, or cash requirements for, our working capital needs; (b) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; (c) tax payments that may represent a reduction in cash available to us; or (d) material acquisition-related deal costs. In addition, the non-GAAP financial measures we use may be different from non-GAAP financial measures used by other companies, including companies in our industry, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP items excluded from the non-GAAP financial measures that we present. Reconciliations of the non-GAAP financial measures presented in this press release to their most directly comparable GAAP financial measures have been provided below, and investors are encouraged to review the reconciliations and not rely on any single financial measure to evaluate our business.

We have not reconciled our adjusted EBITDA guidance to GAAP net income or non-GAAP diluted EPS guidance to GAAP diluted EPS because certain items that impact GAAP net income and GAAP diluted EPS are uncertain or out of our control and cannot be reasonably predicted. In particular, stock-based compensation expense is impacted by the future fair market value of our common stock and other factors, all of which are difficult to predict, subject to frequent change, or not within our control. The actual amount of these expenses during the fourth quarter of 2025 and fiscal year 2025 will have a significant impact on our future GAAP financial results. Accordingly, a reconciliation of adjusted EBITDA guidance to GAAP net income and non-GAAP diluted EPS guidance to GAAP diluted EPS is not available without unreasonable effort.

UPWORK INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except for percentages and share data)
(Unaudited)
  Three Months Ended September 30, Nine Months Ended September 30,  2025   2024   2025   2024 Net income$29,335  $27,758  $99,791  $68,420 Add back (deduct):       Stock-based compensation expense 19,789   18,578   48,038   54,758 Depreciation and amortization 7,946   3,668   18,686   10,443 Other income, net (5,917)  (8,091)  (18,112)  (20,433)Income tax provision 6,340   1,126   19,334   3,636 Other(1) (2) 2,134   188   4,962   563 Adjusted EBITDA$59,627  $43,227  $172,699  $117,387 Profit margin 15%  14%  17%  12%Adjusted EBITDA margin 30%  22%  29%  20%        Cost of revenue, GAAP$45,843  $43,408  $131,081  $131,453 Stock-based compensation expense (193)  (361)  (580)  (1,324)Cost of revenue, Non-GAAP 45,650   43,047   130,501   130,129 As a percentage of total revenue, GAAP 23%  22%  22%  23%As a percentage of total revenue, Non-GAAP 23%  22%  22%  23%        Gross profit, GAAP$155,887  $150,368  $458,294  $446,389 Stock-based compensation expense 193   361   580   1,324 Gross profit, Non-GAAP 156,080   150,729   458,874   447,713 Gross margin, GAAP 77%  78%  78%  77%Gross margin, Non-GAAP 77%  78%  78%  77%        Research and development, GAAP$47,494  $50,411  $138,489  $155,792 Stock-based compensation expense (6,101)  (8,053)  (17,528)  (23,529)Intangible amortization (3,067)  (398)  (5,697)  (1,196)Research and development, Non-GAAP 38,326   41,960   115,264   131,067 As a percentage of total revenue, GAAP 24%  26%  23%  27%As a percentage of total revenue, Non-GAAP 19%  22%  20%  23%        Sales and marketing, GAAP$34,985  $46,093  $107,407  $141,277 Stock-based compensation expense (1,615)  (3,225)  (4,790)  (9,554)Intangible amortization (403)  —   (1,236)  — Sales and marketing, Non-GAAP 32,967   42,868   101,381   131,723 As a percentage of total revenue, GAAP 17%  24%  18%  24%As a percentage of total revenue, Non-GAAP 16%  22%  17%  23%        General and administrative, GAAP$41,257  $31,276  $104,964  $93,201 Stock-based compensation expense (11,880)  (6,939)  (25,140)  (20,351)Other(1) (2) (2,134)  (188)  (4,962)  (563)General and administrative, Non-GAAP 27,243   24,149   74,862   72,287 As a percentage of total revenue, GAAP 20%  16%  18%  16%As a percentage of total revenue, Non-GAAP 14%  12%  13%  13%        Total operating expenses, GAAP$126,129  $129,575  $357,281  $394,766 Stock-based compensation expense (19,596)  (18,217)  (47,458)  (53,434)Intangible amortization (3,470)  (398)  (6,933)  (1,196)Other(1) (2) (2,134)  (188)  (4,962)  (563)Total operating expenses, Non-GAAP 100,929   110,772   297,928   339,573 As a percentage of total revenue, GAAP 63%  67%  61%  68%As a percentage of total revenue, Non-GAAP 50%  57%  51%  59%        Income from operations, GAAP$29,758  $20,793  $101,013  $51,623 Stock-based compensation expense 19,789   18,578   48,038   54,758 Intangible amortization 3,470   398   6,933   1,196 Other(1) (2) 2,134   188   4,962   563 Income from operations, Non-GAAP 55,151   39,957   160,946   108,140         Net income, GAAP$29,335  $27,758  $99,791  $68,420 Stock-based compensation expense 19,789   18,578   48,038   54,758 Intangible amortization 3,470   398   6,933   1,196 Tax effect of non-GAAP adjustments (4,897)  (7,762)  (13,613)  (20,150)Other(1) (2) 2,134   188   4,962   563 Net income, Non-GAAP 49,831   39,160   146,111   104,787         Weighted-average shares outstanding used in computing earnings per share, GAAPBasic (in millions) 132.0   132.6   133.1   133.4 Diluted (in millions) 139.7   139.3   140.9   140.6 Basic earnings per share, GAAP$0.22  $0.21  $0.75  $0.51 Diluted earnings per share, GAAP$0.21  $0.20  $0.72  $0.50         Weighted-average shares outstanding used in computing earnings per share, Non-GAAPBasic (in millions) 132.0   132.6   133.1   133.4 Diluted (in millions) 139.7   139.3   140.9   140.6 Basic earnings per share, Non-GAAP$0.38  $0.30  $1.10  $0.79 Diluted earnings per share, Non-GAAP$0.36  $0.29  $1.05  $0.76                  (1) During the three and nine months ended September 30, 2025 and 2024, we incurred $0.2 million and $0.6 million, respectively, of expense related to the warrant to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share issued to the Tides Foundation in 2018.

(2) During the three and nine months ended September 30, 2025, we incurred acquisition-related costs of $1.9 million and $4.4 million in connection with our business combinations. These costs primarily consist of legal, accounting, and other professional fees, and are recorded in general and administrative expenses in the condensed consolidated statements of operations. Beginning in the second quarter of 2025, we included acquisition-related costs as an add-back to net income in the reconciliation to adjusted EBITDA. Acquisition-related costs incurred in prior periods were deemed immaterial and therefore not included as an add-back to adjusted EBITDA.

UPWORK INC.
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES
TO FREE CASH FLOW
(In thousands)
(Unaudited)
   Three Months Ended September 30, Nine Months Ended September 30,   2025   2024   2025   2024 Cash provided by operating activities $75,079  $60,964  $184,558  $114,981 Less: purchases of property, plant & equipment and cash outflows from internally developed software  (5,648)  (4,167)  (18,711)  (10,579)Free cash flow $69,431  $56,797  $165,847  $104,402                  

-

RICHMOND, Va.--(BUSINESS WIRE)--Universal Corporation (NYSE:UVV), a global business-to-business agriproducts company, will webcast its conference call at 10:00 a.m. Eastern Time on November 6, 2025. The Company will release its results for the second quarter of fiscal year 2026 after market close on November 5, 2025.

A live webcast of the conference call will be available online on a listen-only basis at www.universalcorp.com. A replay of the webcast conference call will be available at that site through February 6, 2026. A replay of the call will also be available from 1:00 p.m. Eastern Time on November 6 through November 20, 2025, at (800) 770-2030 (Playback ID: 5786366#).

All remarks made during the conference call will be current at the time of the call, and the language of the call will not be updated to reflect subsequent material developments.

While news media representatives will not be able to ask questions during the webcast, they are welcome to monitor the remarks on a listen-only basis. The use of any comments made by Universal employees or other participants during the call will be restricted for background use only and not for attribution. The contents of the presentation are the property of Universal Corporation, protected by copyright law, and may not be reproduced in any form without the written permission of Universal Corporation. Rebroadcast of the copyrighted call or any portion thereof is prohibited.

Universal Corporation (NYSE: UVV) is a global agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents, we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and deliver value to our customers. For more information, visit www.universalcorp.com.

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KINGSPORT, Tenn.--(BUSINESS WIRE)--Eastman Chemical Company (NYSE:EMN) announced its third-quarter 2025 financial results.

Delivered strong operating cash flow of $402 million consistent with the prior-year quarter, underscoring our commitment to cash generation.

Demonstrated significant progress on inventory actions, with an approximately $200 million reduction from second-quarter 2025 levels.

Continued commercial excellence in defending the value of our products in a weakening economic environment.

Remain on track to reduce cost structure by more than $75 million, net of inflation, in 2025 and an additional ~$100 million, net of inflation, in 2026.

Continued commercial ramp-up in circular economy platform with strong operational performance.

Returned $146 million to shareholders through dividends and share repurchases.

(In millions, except per share amounts; unaudited)

3Q25

3Q24

Sales revenue

$2,202

$2,464

Earnings before interest and taxes (“EBIT”)

188

329

Adjusted EBIT*

210

366

Earnings per diluted share

0.40

1.53

Adjusted earnings per diluted share*

1.14

2.26

Net cash provided by operating activities

402

396

*For non-core items excluded from adjusted earnings and for adjusted provision for income taxes, segment adjusted EBIT margins, and net debt, reconciliations to reported company and segment earnings and total borrowings for all periods presented in this release, see Tables 3A, 3B, 4A, and 6.

“Our third-quarter financial results reflect the actions we took to reduce inventory and prioritize cash generation,” said Mark Costa, Board Chair and CEO. “With the weak macroeconomic environment persisting, our focus on cash generation, disciplined capital allocation, and structural cost reduction is more important than ever. As expected, in the third quarter we realized a slowdown in orders due to normal seasonality and customers unwinding inventory that was prepositioned to avoid tariff risk in a weakening consumer environment. In this context, our teams demonstrated continued commercial excellence in defending both prices and market share. We also made good progress on securing Renew rPET contracts for a significant ramp up in sales volume next year. We are taking a number of actions expected to create earnings growth next year and position the company for a strong recovery when the economy stabilizes.”

Corporate Results 3Q 2025 versus 3Q 2024

Sales revenue decreased 11 percent due to 10 percent lower sales volume/mix and 1 percent lower selling prices. The lower sales volume/mix was driven by weakness in consumer discretionary end markets as well as customer unwinding of tariff-related inventory prepositioned in the first half of the year, especially in Advanced Materials and Fibers.

EBIT decreased primarily due to lower sales volume/mix across all operating segments and substantially lower asset utilization to drive cash generation. Price-cost was stable in our specialty businesses, while Chemical Intermediates saw competitive spread compression. The utilization headwind was modestly higher than expected due to more aggressive inventory management actions. These factors were partially offset by actions to lower our cost structure.

Segment Results 3Q 2025 versus 3Q 2024

Advanced Materials – Sales revenue decreased 7 percent due to lower sales volume/mix.

The lower sales volume/mix in specialty plastics was primarily due to weakness in high-value consumer discretionary end markets, as well as customers leveraging prepositioned inventory to minimize the impact of tariffs on consumer prices and adjust to consumer weakness. Underlying trends in automotive sales were relatively stable for our advanced interlayers product line and slightly better than originally expected, but auto aftermarket sales in our performance films product line were lower as consumers are choosing not to buy accessories or are trading down due to affordability issues. Prices were stable due to commercial excellence in defending price and market share.

EBIT decreased due to lower sales volume/mix, lower asset utilization, including inventory reduction actions, and higher energy and tariff costs.

Additives & Functional Products – Sales revenue decreased 4 percent due to 8 percent lower sales volume/mix, partially offset by 3 percent higher selling prices.

Lower sales volume/mix was primarily driven by the timing of heat transfer fluid project completions and continued weak demand in the building and construction and auto refinish end markets. Higher selling prices were driven by cost-pass-through contracts.

EBIT was slightly lower as lower sales volume/mix was mostly offset by lower manufacturing costs, including planned maintenance expense.

Fibers – Sales revenue decreased 24 percent due to lower sales volume/mix.

Lower sales volume/mix was driven by lower acetate tow volume due to ongoing customer inventory destocking relative to last year, industry capacity share adjustments, and continued lower textiles sales into China due to the global trade dispute. The quarter was also impacted by acetate tow and textiles customers reducing tariff-related inventory prepositioned in the first half.

EBIT declined due to lower sales volume/mix and higher raw material and energy costs.

Chemical Intermediates – Sales revenue decreased 16 percent due to 8 percent lower sales volume/mix primarily attributed to continued weak market demand in the North American building and construction end market. This resulted in negative mix as North America has much higher margins than exports. Prices were lower by 8 percent due to unfavorable commodity market fundamentals.

EBIT decreased due to lower spreads and lower sales volume/mix.

Cash Flow

In third-quarter 2025, cash provided by operating activities was $402 million compared to $396 million in third-quarter 2024, driven by working capital initiatives primarily including $204 million of inventory reduction. The company returned $146 million to stockholders through dividends and share repurchases. See Table 5. Priorities for uses of available cash include capital expenditures, payment of the quarterly dividend, and net debt reduction.

2025 Outlook

Commenting on the outlook for fourth-quarter and full-year 2025, Costa said: “We expect a greater than normal seasonal decline in volume as the macroeconomic environment continues to be challenging, especially in the consumer discretionary markets (building and construction, consumer durables and auto aftermarket). We see signs of increasing consumer caution, including value-oriented trade-down behavior. Our customers through the retailers are also continuing to unwind inventory purchased and prepositioned geographically in the first half of the year to mitigate tariff risks and reduce the impact on consumer prices. We do expect most of this pre-buy inventory to be depleted by end of year.

“Against this dynamic backdrop, we remain focused on controlling what we can, including driving cash flow. We delivered strong cash flow in the third quarter with our inventory actions and aggressive cost management. We expect price-cost stability, as our commercial teams continue to demonstrate excellence in defending our prices and market share, based on the innovative value of our products. We also expect a modest increase in revenue from the Kingsport methanolysis facility. We are on track to reduce costs by more than $75 million, net of inflation, and also plan to build on this progress by reducing structural costs by approximately $100 million, net of inflation, in 2026. We expect lower planned shutdown costs and a modest asset utilization tailwind, after substantially completing our inventory reduction actions in third quarter. When putting these factors together, we project adjusted earnings per share for full-year 2025 to be between $5.40 and $5.65 and for operating cash flow to approach $1 billion.”

The full-year 2025 projected adjusted diluted EPS excludes any non-core, unusual, or nonrecurring items. Our financial results forecasts do not include non-core items (such as mark-to-market pension and other postretirement benefit gain or loss, and asset impairments and restructuring charges) or any unusual or non-recurring items because we are unable to predict with reasonable certainty the financial impact of such items. These items are uncertain and depend on various factors, and we are unable to reconcile projected adjusted diluted EPS excluding non-core and any unusual or non-recurring items to reported GAAP diluted EPS without unreasonable efforts.

Forward-Looking Statements

The information in this release and other statements by the company may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements are all statements, other than statements of historical fact, that may be made by Eastman Chemical Company from time to time. In some cases, you can identify forward-looking statements by terminology such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "forecasts," "will," "would," "could," and similar expressions, or expressions of the negative of these terms. Forward-looking statements may relate to, among other items: projections and estimates of earnings, revenues, volumes, pricing, margins, cost reductions, expenses, taxes, liquidity, capital expenditures, cash flow, supply and demand, volume, price, cost, margin and sales, growth opportunities, dividends, share repurchases or other financial items, statements of management’s plans, strategies and objectives for future operations, and statements regarding future economic, industry or market conditions or performance. Such projections and estimates are based upon certain preliminary information, internal estimates, and management assumptions, expectations, and plans.

Forward-looking statements and the assumptions underlying them are subject to a number of risks and uncertainties, and actual performance or results could differ materially from expectations expressed in any forward-looking statements if one or more of the underlying assumptions and/or expectations prove to be inaccurate or is unrealized. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and as updated in the company’s filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov and the company’s website at www.eastman.com.

Financial Measures (Non-GAAP)

In addition to the financial information presented in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release includes the following Non-GAAP financial measures: adjusted EBIT, adjusted EBIT margin, and adjusted earnings per diluted share. We define adjusted EBIT as the GAAP measure EBIT adjusted for non-core, unusual, or non-recurring items. Adjusted earnings per diluted share is defined as the GAAP measure earnings per diluted share adjusted for non-core, unusual, or non-recurring items. Adjusted EBIT margin is defined as adjusted EBIT divided by the GAAP measure sales revenue in the Company's Unaudited Consolidated Statement of Earnings, Comprehensive Income and Retained Earnings for the same periods. Any adjustments described above that are zero for a given period are excluded from the reconciliation tables presented in this release. See the reconciliation tables presented in this release for a detailed reconciliation of Non-GAAP financial measures to the most directly comparable GAAP measure.

We believe that in addition to our results determined in accordance with GAAP, these Non-GAAP financial measures provide useful information to both management and investors in measuring our financial performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP measures. These Non-GAAP financial measures provide supplemental information regarding our operating performance that excludes certain gains, losses and non-cash charges that occur relatively infrequently and/or that we consider to be unrelated to our core operations. Non-GAAP financial information is presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Our presentation of Non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Other companies in our industry may calculate these measures differently, which may limit their usefulness as comparative measures.

Conference Call and Webcast Information

Eastman will host a conference call with industry analysts on November 4, 2025, at 8:00 a.m. ET. To listen to the live webcast of the conference call and view the accompanying slides and prepared remarks, go to investors.eastman.com, Events & Presentations. The slides and prepared remarks to be discussed during the call and webcast will be available at investors.eastman.com at approximately 4:15 p.m. ET on November 3, 2025. To listen via telephone, the dial-in number is +1 (833) 470-1428, passcode: 369653. A web replay, a replay in downloadable MP3 format, and the accompanying slides and prepared remarks will be available at investors.eastman.com, Events & Presentations. A telephone replay will be available continuously beginning at approximately 1:00 p.m. Eastern Time, November 4, 2025, through 11:59 p.m. Eastern Time, November 14, 2025, Toll Free at +1 (866) 813-9403, passcode 372027.

Founded in 1920, Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive company, Eastman employs approximately 14,000 people around the world and serves customers in more than 100 countries. The company had 2024 revenue of approximately $9.4 billion and is headquartered in Kingsport, Tennessee, USA. For more information, visit www.eastman.com.

SARASOTA, Fla.--(BUSINESS WIRE)--Helios Technologies, Inc. (NYSE: HLIO) (“Helios” or the “Company”), a global leader in highly engineered motion control and electronic controls technology, today reported financial results for the third quarter ended September 27, 2025.

“Our improved results in the third quarter are a testament to the Helios team's successful execution of our strategy to create a higher performing business. We had stronger-than-expected sales, continued to improve our margins, and demonstrated financial discipline by strengthening our balance sheet and reducing our cash conversion cycle. We will also have a more meaningful reduction in our debt to end 2025 having monetized our CFP asset,” said Sean Bagan, President and Chief Executive Officer of Helios. “We have returned to growth after nearly three years of sales declines. This upturn demonstrates the strength of our market positions and effectiveness of our customer centric strategy. Our funnel of opportunities continues to build as our refined go-to-market approach gains greater traction and, importantly, we are seeing new customer wins today as a result of innovation and efforts initiated about two years ago. We continue to refine our portfolio and consistently evaluate what the future can hold. We have reorganized our Hydraulics and Electronics segment structures, focused i3PD's efforts more toward the Company's core business, fortified the software sales team, and are redefining how we sell software embedded in our products. We are encouraged by the combination of the internal progress we are making as an organization and the subtle tailwinds we are starting to see in certain markets,” he concluded.

Third Quarter 2025 Consolidated Results

For the Three Months Ended

($ in millions, except per share data)

(Unaudited)

September 27,

2025

September 28,

2024

Change

% Change

Net sales

$

220.3

$

194.5

$

25.8

13

%

Gross profit

$

73.0

$

60.5

$

12.5

21

%

Gross margin

33.1

%

31.1

%

200

bps

Operating income

$

1.3

$

22.2

$

(20.9

)

(94

%)

Operating margin

0.6

%

11.4

%

(1080

)

bps

Non-GAAP adjusted operating margin*

16.6

%

16.6

%

0

bps

Net income

$

10.3

$

11.4

$

(1.1

)

(10

%)

Diluted EPS

$

0.31

$

0.34

$

(0.03

)

(9

%)

Non-GAAP net income*

$

24.0

$

19.7

$

4.3

22

%

Diluted Non-GAAP EPS*

$

0.72

$

0.59

$

0.13

22

%

Adjusted EBITDA*

$

45.1

$

40.6

$

4.5

11

%

Adjusted EBITDA margin*

20.5

%

20.9

%

(40

)

bps

* Adjusted numbers are not measures determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Helios believes that providing these specific Non-GAAP figures are important for investors and other readers of Helios financial statements, as they are used as analytical indicators by Helios management to better understand operating performance. These Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for GAAP. Please carefully review the attached Non-GAAP reconciliations to the most directly comparable GAAP measures and the related additional information provided throughout. Because these metrics are Non-GAAP measures and are thus susceptible to varying calculations, these figures, as presented, may not be directly comparable to other similarly titled measures used by other companies.

Sales

Changes in Market Mix: compared with the third quarter of the prior-year period, Hydraulics segment sales increased 9% primarily reflecting growth in mobile and agriculture markets. Electronics segment sales increased 21% primarily reflecting growth in recreational, mobile, and industrial markets.

By Region: year-over-year sales grew in all regions - in the Americas 11%, Asia Pacific ("APAC") 14% and Europe, the Middle East and Africa (“EMEA”) 18%. Sequentially, APAC grew 10% and the Americas grew 6% offsetting the typical seasonal decline in EMEA which declined 6%.

Other Impacts: foreign currency (FX) translation favorably impacted sales by $1.8 million in the third quarter 2025 compared with the year ago period.

Profits and margins

Gross profit and margin impacts: gross profit increased 21%, or $12.5 million compared with the year ago period primarily from the impact of higher volume and lower direct labor costs as a percentage of sales partially offset by net tariff impacts. Gross margin expanded 200 bps. Sequentially, gross profit increased 8% and gross margin increased 130 bps on higher consolidated sales leverage.

Selling, engineering and administrative (“SEA”) expenses: increased $7.8 million, or 26%, compared with the year ago period which included a $5.5 million benefit due to stock compensation reversal from the previous CEO's termination. Compared with the second quarter of 2025, SEA expenses increased $0.9 million, or 2%, primarily as a result of higher benefit costs.

Operating income: decreased $20.9 million driven by a $25.9 million goodwill impairment charge related to a strategic evaluation of the i3PD business. The evaluation resulted in de-emphasizing i3PD sales that do not align with the Company's core business and reducing the i3PD projected profit contributions to the Company over the short- and mid-term. Prior to the goodwill impairment charge, third quarter operating income as a percentage of sales increased 100 bps to 12.4% compared with the prior year period. The increase is due to the gross margin level improvement partially offset by higher SEA expenses.

Amortization of intangible assets: $7.6 million down 4% compared with the year ago period. The decrease was primarily driven by the divestiture of the CFP business.

Non-operating items

Net interest expense: declined $2.1 million, or 23%, in the quarter compared with the year ago period. Interest expense was lower due to carrying a lower debt balance throughout the period and lower interest rates.

Effective tax rate: third quarter 2025 was 19.8% compared with 14.2% in the corresponding period of 2024. The year-to-date provision was 22.3% and 20.3% of pretax income for 2025 and 2024, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which we sell our products. The 2025 period includes impacts due to the goodwill impairment and gain on the sale of CFP. The 2024 period includes an overall increase in discrete tax benefits driven by the previous CEO's termination in July 2024.

Net income, diluted earnings per share (“EPS”), diluted Non-GAAP EPS, and adjusted EBITDA margin

GAAP net income: reduced by $1.1 million compared with the year ago period primarily as a result from the net impact of the goodwill impairment charge related to i3PD partially offset by the gain of the sale of CFP. On a per diluted share basis, earnings decreased 9%, or $0.03, to $0.31.

Diluted Non-GAAP EPS: increased $0.13, or 22%, to $0.72 compared with the year ago period.

Adjusted EBITDA margin: contracted 40 bps to 20.5% compared with the year ago period reflecting the impact of the items referenced above.

Hydraulics Segment Review

(Refer to sales by geographic region and segment data in accompanying tables)

Hydraulics

For the Three Months Ended

($ in millions)

(Unaudited)

September 27,

2025

September 28,

2024

Change

% Change

Net Sales

Americas

$

53.7

$

52.1

$

1.6

3

%

EMEA

41.2

36.7

4.5

12

%

APAC

46.4

40.6

5.8

14

%

Total Segment Sales

$

141.3

$

129.4

$

11.9

9

%

Gross Profit

$

45.9

$

40.9

$

5.0

12

%

Gross Margin

32.5

%

31.6

%

90

bps

SEA Expenses

$

21.7

$

16.7

$

5.0

30

%

Operating Income

$

24.2

$

24.2

$

(0.0

)

(0

%)

Operating Margin

17.1

%

18.7

%

(160

)

bps

Third Quarter 2025 Hydraulics Segment Review

Sales: grew in all regions - in the Americas 3%, in APAC 14% and in EMEA 12%. Consolidated Sales increased 9% compared to last year. Sales were primarily driven by growth in the mobile and agriculture end markets. Sales in the agriculture end market were up compared with the prior year period, an improvement from year over year declines in the prior six quarters. FX had a favorable $1.8 million impact on sales compared with the year ago period.

Gross profit and margin drivers: gross profit increased $5.0 million, or 12%, and margin expanded 90 bps primarily due to better fixed cost leverage on higher volume and lower direct labor costs as a percentage of sales.

Operating income and operating margin: operating income relatively flat with operating margin contracting 160 bps due to the gross margin level improvement being offset by higher operating expenses. SEA expenses were $5.0 million higher than the year ago period, mainly due to the prior year period adjustment of a $3.7 million reversal of unvested stock compensation in connection with the CEO termination in July 2024 in addition to higher wages and benefits reflecting investments made in our core operations.

Electronics Segment Review

(Refer to sales by geographic region and segment data in accompanying tables)

Electronics

For the Three Months Ended

($ in millions)

(Unaudited)

September 27,

2025

September 28,

2024

Change

% Change

Net Sales

Americas

$

60.5

$

50.9

$

9.6

19

%

EMEA

9.8

6.5

3.3

51

%

APAC

8.7

7.7

1.0

13

%

Total Segment Sales

$

79.0

$

65.1

$

13.9

21

%

Gross Profit

$

27.1

$

19.6

$

7.5

38

%

Gross Margin

34.3

%

30.1

%

420

bps

SEA Expenses

$

40.8

$

12.8

$

28.0

219

%

Operating Income

$

(13.7

)

$

6.8

$

(20.5

)

(301

%)

Operating Margin

-17.5

%

10.4

%

(2790

)

bps

Third Quarter 2025 Electronics Segment Review

Sales: grew in all regions - in the Americas 19%, in APAC 51%, and in EMEA 13%. Consolidated sales increased 21% compared to last year driven by an all-time record quarter for Enovation Controls. Sales were up primarily from growth in the recreational, mobile and industrial end markets. Sales in the health and wellness end market were relatively flat.

Gross profit and margin drivers: gross profit increased $7.5 million, or 38%, and margin expanded 420 bps primarily due to higher volumes and more favorable mix.

Operating income and operating margin: operating income declined $20.5 million compared with the year ago period primarily driven by a goodwill impairment charge of $25.9 million related to a strategic evaluation of the i3PD business. Prior to the goodwill impairment charge, operating income as a percentage of sales increased 490 bps to 15.3% in the third quarter of 2025 compared to the prior year period due to the higher gross margin and lower SEA expenses as a percentage of sales.

Cash Flow, Balance Sheet and Financial Flexibility

Net cash provided by operations: generated $25.2 million in the third quarter 2025, down 28% compared with the year ago period driven primarily by an increase in accounts receivable related to the sales growth.

Continued debt reduction: total debt at September 27, 2025, was $419.1 million down 13% from $483.4 million at September 28, 2024.

Cash and cash equivalents: as of September 27, 2025, were $54.9 million up 18% compared with the year ago period.

Cash conversion cycle: decreased from the prior-year period reflecting improved inventory management and extending supplier payment terms.

Net debt-to-adjusted EBITDA leverage ratio: improved to 2.4x compared with 2.8x at the end of the comparable year ago period. At the end of the third quarter 2025, the Company had $360.3 million available on its revolving lines of credit.

Capital expenditures: were $6.7 million in the third quarter 2025, or 3.0% of sales. This compares with $6.0 million, or 3.0% of sales in the year ago period.

Share repurchases: repurchased 50,000 shares for $2.7 million in the third quarter 2025.

Dividends: paid 115th consecutive quarterly cash dividend of $0.09 per share on October 21, 2025, a history of over 28 consecutive years of dividends.

Tightens/Raises Mid-Point of Full Year 2025; Implies Fourth Quarter 2025 Outlook1

Mr. Bagan continued, “We have consistently delivered on our expectations for eight consecutive quarters, instilled a discipline of accountability across the organization, and are encouraged with the growing funnel of opportunities our go-to-market strategy is building. We are in a position to exceed the mid-point of the original full year outlook we established at the beginning of this year in spite of the tariff headwinds and divestiture of the CFP business. The team is demonstrating the resiliency and adaptability needed in an ever fluctuating backdrop of geopolitical conditions."

FY24 Actual

Previous FY25 Outlook

(issued 8/4/2025)

New FY25 Outlook

(issued 11/3/25)

4Q25 Outlook

(issued 11/3/25)

Total Net Sales

$805.9 million

$810 to $830 million

$820 to $830 million

$192 to $202 million

Adjusted EBITDA margin

19.2%

18.5% to 19.5%

19.1% to 19.4%

20.0% to 21.0%

Diluted Non-GAAP EPS

$2.10

$2.30 to $2.50

$2.43 to $2.50

$0.67 to $0.74

Webcast

The Company will host a conference call and webcast tomorrow, Tuesday, November 4, 2025, at 9:00 a.m. Eastern Time to review its financial and operating results and discuss its outlook. A question-and-answer session will follow. The conference call can be accessed by calling (201) 689-8573. The audio webcast will be available at www.heliostechnologies.com.

A telephonic replay will be available from approximately 1:00 p.m. ET on the day of the call through Tuesday, November 18, 2025. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13755687. The webcast replay will be available in the investor relations section of the Company’s website at www.heliostechnologies.com.

About Helios Technologies

Helios Technologies is a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including construction, material handling, agriculture, energy, recreational vehicles, marine and health and wellness. Helios sells its products to customers in over 90 countries around the world. Its strategy for growth is to be the leading provider in niche markets, with premier products and solutions through innovative product development and acquisition. The Company has paid a cash dividend to its shareholders every quarter since becoming a public company in 1997. For more information please visit: www.heliostechnologies.com and follow us on LinkedIn.

FORWARD-LOOKING INFORMATION

This news release contains “forward‐looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward‐looking statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied by such statements. They include statements regarding current expectations, estimates, forecasts, projections, our beliefs, and assumptions made by Helios Technologies, Inc. (“Helios,” the “Company,” "we," "us," or "our"), its directors or its officers about the Company and the industry in which it operates, and assumptions made by management, and include among other items, (i) the Company’s strategies regarding growth, and improving margins, including its intention to develop new products and undertake acquisitions and divestitures; (ii) the effectiveness of creating the Centers of Excellence; (iii) our financial plans; (iv) trends affecting the Company’s financial condition or results of operations; (v) the Company’s ability to continue to control costs and to meet its liquidity and other financing needs; (vi) the Company’s ability to declare and pay dividends; (vii) the Company’s ability to respond to changes in customer demand domestically and internationally, including as a result of the cyclical nature of our business; and (viii) the Company's ability to mitigate the impacts of changes in trade policy on our business. In addition, we may make other written or oral statements, which constitute forward-looking statements, from time to time. Words such as “may,” “expects,” “projects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. Similarly, statements that describe our future plans, objectives or goals also are forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks and uncertainties. Our actual results may differ materially from what is expressed or forecasted in such forward-looking statements, and undue reliance should not be placed on such statements. All forward-looking statements are made as of the date hereof, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from what is expressed or forecasted in such forward‐looking statements include, but are not limited to, (i) the Company’s ability to respond to global economic trends and changes in customer demand domestically and internationally, including as a result of standardization and the cyclical nature of our business, which can adversely affect the demand for capital goods; (ii) supply chain disruption and the potential inability to procure goods; (iii) conditions in the capital markets, including the interest rate environment and the continued availability of capital on terms acceptable to us, or at all; (iv) global and regional economic and political conditions, including trade policy, tariffs and other trade barriers, inflation, exchange rates, changes in the cost or availability of energy, transportation, the availability of other necessary supplies and services and recession; (v) changes in the competitive marketplace that could affect the Company’s revenue and/or cost bases, such as increased competition, lack of qualified engineering, marketing, management or other personnel, and increased labor and raw materials costs; (vi) risks related to health epidemics, pandemics and similar outbreaks, which may among other things, adversely affect our supply chain, material costs, and work force and may have material adverse effects on our business, financial position, results of operations and/or cash flows; (vii) risks related to our international operations, including potential impacts from the ongoing geopolitical conflicts in Ukraine and the Middle East; (viii) risks relating to our recent management transition; (ix) new product introductions, product sales mix and the geographic mix of sales nationally and internationally; and (x) stakeholders, including regulators, views regarding our environmental, social and governance goals and initiatives, and the impact of factors outside of our control on such goals and initiatives. Further information relating to additional factors that could cause actual results to differ from those anticipated is included but not limited to information under the heading Item 1. “Business” and Item 1A. “Risk Factors” in the Company’s Form 10-K for the year ended December 28, 2024 filed with the Securities and Exchange Commission (SEC) on February 25, 2025 as well as any subsequent filings with the SEC.

Helios has presented non-GAAP measures including adjusted operating income, adjusted operating margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, net debt-to-adjusted EBITDA, adjusted net income, and adjusted net income per diluted share and sales in constant currency. Helios believes that providing these specific Non-GAAP figures are important for investors and other readers of Helios financial statements, as they are used as analytical indicators by Helios management to better understand operating performance. The determination of the amounts that are excluded from these Non-GAAP measures is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income recognized in a given period. You should not consider the inclusion of this additional information in isolation or as a substitute for results prepared in accordance with GAAP. Please carefully review the Non-GAAP reconciliations to the most directly comparable GAAP measures and the related additional information provided throughout. Because these metrics are Non-GAAP measures and are thus susceptible to varying calculations, these figures, as presented, may not be directly comparable to other similarly titled measures used by other companies.

This news release also presents forward-looking statements regarding Non-GAAP measures, including adjusted EBITDA, adjusted EBITDA margin and adjusted net income per diluted share. The Company is unable to present a quantitative reconciliation of these forward-looking Non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort or expense. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s 2025 financial results. These Non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth above may be material.

Financial Tables Follow:

HELIOS TECHNOLOGIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

September 27,

2025

September 28,

2024

% Change

September 27,

2025

September 28,

2024

% Change

Net sales

$

220.3

$

194.5

13

%

$

628.2

$

626.4

0

%

Cost of sales

147.3

134.0

10

%

427.9

428.1

(0

)%

Gross profit

73.0

60.5

21

%

200.3

198.3

1

%

Gross margin

33.1

%

31.1

%

31.9

%

31.7

%

Selling, engineering and administrative expense

38.2

30.4

26

%

110.0

106.2

4

%

Amortization of intangible assets

7.6

7.9

(4

)%

24.1

23.6

2

%

Goodwill impairment

25.9

-

-

%

25.9

-

-

%

Operating income

1.3

22.2

(94

)%

40.3

68.5

(41

)%

Operating margin

0.6

%

11.4

%

6.4

%

10.9

%

Interest expense, net

6.9

9.0

(23

)%

21.3

25.7

(17

)%

Foreign currency transaction loss, net

0.6

0.1

500

%

1.2

0.5

140

%

Other non-operating (income) expense, net

(19.0

)

(0.2

)

9,400

%

(19.4

)

(0.6

)

3,133

%

Income before income taxes

12.8

13.3

(4

)%

37.2

42.9

(13

)%

Income tax provision

2.5

1.9

32

%

8.3

8.7

(5

)%

Net income

$

10.3

$

11.4

(10

)%

$

28.9

$

34.2

(15

)%

Net income per share:

Basic

$

0.31

$

0.34

(9

)%

$

0.87

$

1.03

(16

)%

Diluted

$

0.31

$

0.34

(9

)%

$

0.87

$

1.03

(16

)%

Weighted average shares outstanding:

Basic

33.1

33.2

33.2

33.2

Diluted

33.3

33.2

33.3

33.2

Dividends declared per share

$

0.09

$

0.09

$

0.27

$

0.27

HELIOS TECHNOLOGIES

CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

 

September 27,

2025

December 28,

2024

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$

54.9

$

44.1

Accounts receivable, net of allowance for credit losses of $2.3 and $2.4

133.7

104.6

Inventories, net

185.4

190.1

Income taxes receivable

12.2

15.1

Other current assets

24.4

30.3

Other Receivable - Sale of Business

38.4

-

Total current assets

449.0

384.2

Property, plant and equipment, net

207.6

216.4

Deferred income taxes

2.3

2.1

Goodwill

497.6

498.9

Other intangible assets, net

377.3

384.0

Other assets

22.0

19.8

Total assets

$

1,555.8

$

1,505.4

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable

$

73.9

$

56.7

Accrued compensation and benefits

22.3

24.6

Other accrued expenses and current liabilities

26.2

25.8

Current portion of long-term non-revolving debt, net

18.5

16.0

Dividends payable

3.0

3.0

Income taxes payable

9.3

12.5

Total current liabilities

153.2

138.6

Revolving lines of credit

138.8

147.3

Long-term non-revolving debt, net

261.8

283.2

Deferred income taxes

59.0

41.1

Other noncurrent liabilities

25.1

30.8

Total liabilities

637.9

641.0

Commitments and contingencies

Shareholders’ equity:

Preferred stock, par value $0.001, 2.0 shares authorized,

no shares issued or outstanding

-

-

Common stock, par value $0.001, 100.0 shares authorized,

33.4 and 33.3 shares issued and outstanding

-

-

Capital in excess of par value

441.9

437.4

Treasury stock, at cost, 0.3 and 0 shares, respectively

(9.2

)

-

Accumulated other comprehensive loss

(37.4

)

(75.6

)

Retained earnings

522.6

502.6

Total shareholders’ equity

917.9

864.4

Total liabilities and shareholders’ equity

$

1,555.8

$

1,505.4

HELIOS TECHNOLOGIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

 

For the Nine Months Ended

September 27,

2025

September 28,

2024

Cash flows from operating activities:

Net income

$

28.9

$

34.2

Adjustments to reconcile net income to

net cash provided by operating activities:

Depreciation and amortization

47.8

47.8

Loss on disposal of assets

0.1

-

(Gain) on sale of business, Net of CTA loss

(18.8

)

-

Goodwill Impairment

25.9

-

Stock-based compensation expense

3.8

2.5

Amortization of debt issuance costs

0.5

0.9

Benefit for deferred income taxes

0.5

(2.1

)

Forward contract losses, net

0.5

-

Other, net

0.6

1.1

(Increase) decrease in, net of acquisitions:

Accounts receivable

(35.4

)

(5.5

)

Inventories

1.0

16.2

Income taxes receivable

3.5

0.7

Other current assets

1.7

(5.0

)

Other assets

3.7

4.8

Increase (decrease) in, net of acquisitions:

Accounts payable

20.3

(13.4

)

Accrued expenses and other liabilities

3.8

5.3

Income taxes payable

(4.3

)

2.3

Other noncurrent liabilities

(2.8

)

(3.4

)

Net cash provided by operating activities

81.3

86.4

Cash flows from investing activities:

Divestiture of Business, net of cash used

(1.6

)

-

Capital expenditures

(18.2

)

(19.6

)

Proceeds from dispositions of property, plant and equipment

0.2

0.1

Software development costs

(2.0

)

(2.6

)

Net cash used in investing activities

(21.6

)

(22.1

)

Cash flows from financing activities:

Borrowings on revolving credit facilities

41.1

38.1

Repayment of borrowings on revolving credit facilities

(61.4

)

(64.7

)

Borrowings on long-term non-revolving debt

-

126.8

Repayment of borrowings on long-term non-revolving debt

(11.9

)

(142.2

)

Proceeds from stock issued

1.4

1.6

Treasury stock purchases

(9.2

)

-

Dividends to shareholders

(9.0

)

(8.9

)

Payment of employee tax withholding on equity award vestings

(0.7

)

(2.5

)

Proceeds received upon termination of Cash Flow hedge instruments

-

7.1

Other financing activities

(1.4

)

(4.7

)

Net cash used in financing activities

(51.1

)

(49.4

)

Effect of exchange rate changes on cash and cash equivalents

2.2

(0.6

)

Net increase in cash and cash equivalents

10.8

14.3

Cash and cash equivalents, beginning of period

44.1

32.4

Cash and cash equivalents, end of period

$

54.9

$

46.7

HELIOS TECHNOLOGIES

SEGMENT DATA

(In millions)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

September 27,

2025

September 28,

2024

September 27,

2025

September 28,

2024

Net Sales:

Hydraulics

$

141.3

$

129.4

$

408.6

$

417.5

Electronics

79.0

65.1

219.6

208.9

Consolidated

$

220.3

$

194.5

$

628.2

$

626.4

Gross profit and margin:

Hydraulics

$

45.9

$

40.9

$

129.8

$

130.3

32.5

%

31.6

%

31.8

%

31.2

%

Electronics

27.1

19.6

70.5

68.0

34.3

%

30.1

%

32.1

%

32.6

%

Consolidated

$

73.0

$

60.5

$

200.3

$

198.3

33.1

%

31.1

%

31.9

%

31.7

%

Operating income (loss) and margin:

Hydraulics

$

24.2

$

24.2

$

66.7

$

69.9

17.2

%

18.7

%

16.3

%

16.7

%

Electronics

(13.7

)

6.8

0.2

24.2

-17.5

%

10.4

%

0.1

%

11.6

%

Corporate and other

(9.2

)

(8.8

)

(26.6

)

(25.6

)

Consolidated

$

1.3

$

22.2

$

40.3

$

68.5

0.6

%

11.4

%

6.4

%

10.9

%

HELIOS TECHNOLOGIES

Net Sales by Geographic Region and Segment

(In millions)

(Unaudited)

2025

Q1

% Change y/y

Q2

% Change y/y

Q3

% Change y/y

YTD 2025

% Change y/y

Americas:

Hydraulics

$

49.9

(11%)

$

54.2

(9%)

$

53.7

3%

$

157.9

(6%)

Electronics

56.7

(2%)

53.7

(7%)

60.5

19%

170.9

2%

Consol. Americas

106.6

(6%)

107.9

(8%)

114.2

11%

328.8

(2%)

% of total

55

%

51

%

52

%

52

%

EMEA:

Hydraulics

$

37.9

(17%)

$

46.1

8%

$

41.2

12%

$

125.1

0%

Electronics

6.2

(5%)

8.5

(6%)

9.8

49%

24.4

11%

Consol. EMEA

44.1

(15%)

54.6

5%

51.0

18%

149.5

2%

% of total

23

%

26

%

23

%

24

%

APAC:

Hydraulics

$

38.6

(6%)

$

40.6

(6%)

$

46.4

14%

$

125.6

0%

Electronics

6.2

24%

9.4

27%

8.7

12%

24.3

21%

Consol. APAC

44.8

(3%)

50.0

(2%)

55.1

14%

149.9

3%

% of total

23

%

23

%

25

%

24

%

Total

$

195.5

(8%)

$

212.5

(3%)

$

220.3

13%

$

628.2

0%

2024

Q1

% Change

y/y

Q2

% Change

y/y

Q3

% Change

y/y

Q4

% Change

y/y

2024

% Change

y/y

Americas:

Hydraulics

$

55.8

(4%)

$

59.5

(2%)

$

52.1

(6%)

$

51.7

(14%)

$

219.1

(7%)

Electronics

58.1

5%

$

57.8

(9%)

$

50.9

(14%)

$

49.1

1%

215.9

(5%)

Consol. Americas

113.9

1%

117.3

(5%)

103.0

(11%)

100.8

(8%)

435.0

(6%)

% of total

54

%

53

%

53

%

56

%

54

%

EMEA:

Hydraulics

$

45.5

(8%)

$

42.8

(17%)

$

36.7

(5%)

$

32.1

(16%)

$

157.1

(12%)

Electronics

6.5

(3%)

9.0

29%

6.5

14%

4.7

(19%)

26.7

6%

Consol. EMEA

52.0

(7%)

51.8

(11%)

43.2

(3%)

36.8

(16%)

183.8

(9%)

% of total

25

%

24

%

22

%

21

%

23

%

APAC:

Hydraulics

$

41.1

2%

$

43.4

7%

$

40.6

8%

$

35.9

1%

$

161.0

5%

Electronics

5.0

35%

7.4

48%

7.7

79%

6.0

18%

26.1

44%

Consol. APAC

46.1

5%

50.8

12%

48.3

16%

41.9

3%

187.1

9%

% of total

22

%

23

%

25

%

23

%

23

%

Total

$

212.0

(1%)

$

219.9

(3%)

$

194.5

(3%)

$

179.5

(7%)

$

805.9

(4%)

HELIOS TECHNOLOGIES

Non-GAAP Adjusted Operating Income & Non-GAAP Adjusted Operating Margin RECONCILIATION

(In millions)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

Twelve Months Ended

September 27,

2025

Margin

September 28,

2024

Margin

September 27,

2025

Margin

September 28,

2024

Margin

September 27,

2025

Margin

GAAP operating income

$

1.3

0.6

%

$

22.2

11.4

%

$

40.3

6.4

%

$

68.5

10.9

%

$

53.6

6.6

%

Acquisition-related amortization of intangible assets

7.6

3.5

%

7.9

4.1

%

24.1

3.8

%

23.6

3.8

%

32.0

4.0

%

Acquisition, divestiture, and financing-related expenses

1.4

0.7

%

0.1

0.1

%

1.7

0.3

%

0.7

0.1

%

1.7

0.2

%

Restructuring charges

0.1

0.1

%

1.2

0.6

%

1.3

0.2

%

4.4

0.7

%

2.2

0.3

%

Officer transition costs

0.2

0.1

%

0.8

0.4

%

0.7

0.1

%

1.3

0.2

%

1.3

0.2

%

Acquisition integration costs

-

0.0

%

-

0.0

%

-

0.0

%

0.3

0.0

%

-

0.0

%

Goodwill Impairment

25.9

11.8

%

-

0.0

%

25.9

4.1

%

-

0.0

%

25.9

3.2

%

Other

-

0.0

%

-

0.0

%

0.6

0.1

%

0.2

0.0

%

1.7

0.2

%

Non-GAAP adjusted operating income

$

36.6

16.6

%

$

32.2

16.6

%

$

94.7

15.1

%

$

99.0

15.8

%

$

118.5

14.7

%

GAAP operating margin

0.6

%

11.4

%

6.4

%

10.9

%

6.6

%

Non-GAAP adjusted operating margin

16.6

%

16.6

%

15.1

%

15.8

%

14.7

%

Net sales

$

220.3

$

194.5

$

628.2

$

626.4

$

807.7

Non-GAAP Adjusted EBITDA & Non-GAAP Adjusted EBITDA Margin RECONCILIATION

(In millions)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

Twelve Months Ended

September 27,

2025

Margin

September 28,

2024

Margin

September 27,

2025

Margin

September 28,

2024

Margin

September 27,

2025

Margin

Net income

$

10.3

4.7

%

$

11.4

5.9

%

$

28.9

4.6

%

$

34.2

5.5

%

$

33.7

4.2

%

Interest expense, net

6.9

3.1

%

9.0

4.6

%

21.3

3.4

%

25.7

4.1

%

29.4

3.6

%

Income tax provision

2.5

1.1

%

1.9

1.0

%

8.3

1.3

%

8.7

1.4

%

11.1

1.4

%

Depreciation and amortization

15.9

7.2

%

16.1

8.3

%

47.8

7.6

%

47.8

7.6

%

63.8

7.9

%

EBITDA

35.6

16.2

%

38.4

19.7

%

106.3

16.9

%

116.4

18.6

%

137.9

17.1

%

Acquisition, divestiture, and financing-related expenses

1.4

0.6

%

0.1

0.1

%

1.7

0.3

%

0.7

0.1

%

1.7

0.2

%

Restructuring charges

0.1

0.1

%

1.2

0.6

%

1.3

0.2

%

4.4

0.7

%

2.2

0.3

%

Officer transition costs

0.2

0.1

%

0.8

0.4

%

0.7

0.1

%

1.3

0.2

%

1.3

0.2

%

Goodwill Impairment

25.9

11.8

%

-

0.0

%

25.9

4.1

%

-

0.0

%

25.9

3.2

%

(Gain) on sale of business - Net of CTA loss

(18.8

)

-8.5

%

-

0.0

%

(18.8

)

-3.0

%

-

0.0

%

(18.8

)

-2.3

%

Acquisition integration costs

-

0.0

%

-

0.0

%

-

0.0

%

0.3

0.0

%

0.0

0.0

%

Forward contract losses

0.5

0.2

%

-

0.0

%

0.5

0.1

%

-

0.0

%

0.5

0.1

%

Change in fair value of contingent consideration

-

0.0

%

-

0.0

%

-

0.0

%

-

0.0

%

0.4

0.0

%

Other

-

0.0

%

0.1

0.1

%

0.6

0.1

%

0.2

0.0

%

(1.7

)

-0.2

%

Adjusted EBITDA

$

45.1

20.5

%

$

40.6

20.9

%

$

118.4

18.8

%

$

123.3

19.7

%

$

149.6

18.5

%

GAAP net income margin

4.7

%

5.9

%

4.6

%

5.5

%

4.2

%

EBITDA margin

16.2

%

19.7

%

16.9

%

18.6

%

17.1

%

Adjusted EBITDA margin

20.5

%

20.9

%

18.8

%

19.7

%

18.5

%

Net sales

$

220.3

$

194.5

$

628.2

$

626.4

$

807.7

HELIOS TECHNOLOGIES

Non-GAAP Adjusted Net Income & Non-GAAP Adjusted Net Income Per Diluted Share RECONCILIATION

(In millions)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

September 27,

2025

Per Diluted Share

September 28,

2024

Per Diluted Share

September 27,

2025

Per Diluted Share*

September 28,

2024

Per Diluted Share

GAAP net income

$

10.3

$

0.31

$

11.4

$

0.34

$

28.9

$

0.87

$

34.2

$

1.03

Amortization of intangible assets

8.3

0.25

8.4

0.25

25.8

0.77

24.7

0.74

Acquisition, divestiture, and financing-related expenses

1.4

0.04

0.1

-

1.7

0.05

0.7

0.02

Restructuring charges

0.1

-

1.2

0.04

1.4

0.04

4.4

0.13

Officer transition costs

0.2

0.01

0.8

0.02

0.7

0.02

1.3

0.04

Acquisition integration costs

-

-

-

-

-

-

0.3

0.01

Goodwill Impairment

25.9

0.78

-

-

25.9

0.78

-

-

(Gain) on sale of business, Net of CTA loss

(18.8

)

(0.56

)

-

-

(18.8

)

(0.56

)

-

-

Forward contract losses

0.5

0.01

-

-

0.5

0.01

-

-

Other

-

-

0.1

-

0.6

0.02

0.2

0.01

Tax effect of above

(3.9

)

(0.12

)

(2.3

)

(0.07

)

(8.3

)

(0.25

)

(7.0

)

(0.21

)

Non-GAAP Adjusted net income

$

24.0

$

0.72

$

19.7

$

0.59

$

58.4

$

1.75

$

58.8

$

1.77

GAAP net income per diluted share

$

0.31

$

0.34

$

0.87

$

1.03

Non-GAAP Adjusted net income per diluted share

$

0.72

$

0.59

$

1.75

$

1.77

 

*General note: items may not sum or recalculate due to rounding

HELIOS TECHNOLOGIES

Non-GAAP Net Sales Growth RECONCILIATION

(In millions)

(Unaudited)

 

For the Three Months Ended

For the Nine Months Ended

Hydraulics

Electronics

Consolidated

Hydraulics

Electronics

Consolidated

Q3 2025 Net Sales

$

141.3

$

79.0

$

220.3

$

408.6

$

219.6

$

628.2

Impact of foreign currency translation *

(1.8

)

-

(1.8

)

(1.1

)

-

(1.1

)

Organic sales in constant currency

$

139.5

$

79.0

$

218.5

$

407.5

$

219.6

$

627.1

Q3 2024 Net Sales

$

129.4

$

65.1

$

194.5

$

417.5

$

208.9

$

626.4

Net sales growth

9

%

21

%

13

%

-2

%

5

%

0

%

Net sales growth in constant currency

8

%

21

%

12

%

-2

%

5

%

0

%

Organic net sales growth in constant currency

8

%

21

%

12

%

-2

%

5

%

0

%

 

(*) The impact from foreign currency translation is calculated by translating current period activity at average prior period exchange rates.

Net Debt-to-Adjusted EBITDA RECONCILIATION

(In millions)

(Unaudited)

 

As of

September 27,

2025

Current portion of long-term non-revolving debt, net

18.5

Revolving lines of credit

138.8

Long-term non-revolving debt, net

261.8

Total debt

419.1

Less: Cash and cash equivalents

54.9

Net debt

364.2

TTM adjusted EBITDA

149.6

Ratio of net debt to TTM adjusted EBITDA

2.4

Non-GAAP Financial Measures and Non-GAAP Forward-looking Financial Measures:

Adjusted operating income, adjusted operating margin, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, net debt-to-adjusted EBITDA, adjusted net income, adjusted net income per diluted share and sales in constant currency are not measures determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Helios believes that providing these specific Non-GAAP figures are important for investors and other readers of Helios financial statements, as they are used as analytical indicators by Helios management to better understand operating performance. These Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for GAAP. Please carefully review the attached Non-GAAP reconciliations to the most directly comparable GAAP measures and the related additional information provided throughout. Because these metrics are Non-GAAP measures and are thus susceptible to varying calculations, these figures, as presented, may not be directly comparable to other similarly titled measures used by other companies. The Company does not provide a reconciliation of forward-looking Non-GAAP financial measures, such as adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted share disclosed above in our 2025 Outlook, to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the Non-GAAP financial measures in future periods.

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