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Key Takeaways Eversource Energy's Q2 earnings fell 9.4% as transmission and natural gas results weakened. Operating expenses rose 8.6%, while operating income fell 18.4% and interest costs climbed 21.3%. ES reaffirmed 2026 EPS guidance of $4.57-$4.72 and its $26.5 billion five-year utility capital plan. Eversource Energy (ES - Free Report) reported second-quarter 2026 non-GAAP earnings of 87 cents per share, missing the Zacks Consensus Estimate of 88 cents by 1.14%. Earnings declined 9.4% from 96 cents reported in the year-ago quarter, reflecting pressure in its transmission and natural gas businesses.

Total Revenues of ESRevenues of $2.90 billion missed the Zacks Consensus Estimate of $3.14 billion by 7.63%. Total revenues also increased 2.3% from the year-ago figure of $2.84 billion.

Rising Operating Costs Pressure ES’ ProfitabilityTotal operating expenses were $2.36 billion, up 8.6% year over year, including the charge associated with the Aquarion sale. The increase was primarily due to a 14.8% rise in purchased power, purchased natural gas and transmission expenses, a 2.8% increase in operations and maintenance costs, 9.9% growth in depreciation expense, a 28% jump in energy efficiency program costs and a 7.5% surge in taxes other than income taxes.

Operating income declined 18.4% year over year to $540.9 million.

Interest expenses amounted to $355.5 million, 21.3% higher than the prior-year level.

Eversource Energy Reports Mixed Segment ResultsElectric Transmission: Earnings totaled $183.7 million, down 11.7% from $208 million a year earlier. The decrease reflected the lower allowed return on equity ordered by the Federal Energy Regulatory Commission and higher interest expense, partly offset by continued transmission investment.

Electric Distribution: Earnings increased 5.5% to $170.4 million. Higher base distribution rates in Massachusetts and New Hampshire and ongoing system investments more than offset increased interest, depreciation and property-tax expenses.

Natural Gas Distribution: Earnings fell 15.9% to $29.7 million. The decline primarily reflected the absence of a prior-year benefit tied to previously expensed costs that were subsequently approved for recovery.

Water Distribution: Earnings decreased to $11.6 million from $14.4 million due to higher operating and maintenance expenses and depreciation.

Eversource Parent & Other Companies: The segment reported a loss of $66.3 million, narrower than the year-ago quarter’s reported loss of $66.5 million.

ES Reaffirms Earnings Growth & Capital Investment PlansEversource Energy expects 2026 earnings in the range of $4.57-$4.72 per share.

Management also maintained its long-term earnings growth target of 5-7% through 2030, using the adjusted 2026 guidance midpoint of $4.65 as the base. The Zacks Consensus Estimate for 2026 EPS is pegged at $4.64, slightly below the midpoint of the company's guided range.

The company expects cash from operations of $23.6-$23.9 billion during 2026-2030.

Eversource Eergy reaffirmed its five-year utility capital plan of $26.5 billion. Potential additions include part of the company's roughly $700 million share of a proposed New England transmission project and advanced-metering infrastructure investments in Connecticut. The preliminary transmission selection carries a total estimated cost of $2.2 billion and an expected 2032 in-service date.

Eversource Energy expects to fund $7.0-$7.5 billion of its capital program through debt and alternative financing solutions, including hybrid securities, while minimizing common equity issuances. The company also intends to use the $1.7 billion in net proceeds from the completed Aquarion divestiture to repay parent-company debt.

The company expects to distribute dividends of $6.7-$7.2 billion during 2026-2030.

ES’ Zacks RankEversource Energy currently has a Zacks Rank #4 (Sell). You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.

Upcoming Utility ReleasesEvergy (EVRG - Free Report) is scheduled to report second-quarter 2026 results on Aug. 6, before the market opens. The Zacks Consensus Estimate for sales is pegged at $1.47 billion, which suggests a year-over-year increase of 2.63%.

EVRG’s long-term (three to five years) earnings growth rate is 9.07%. The Zacks Consensus Estimate for 2026 earnings is pinned at $4.25 per share, which implies a year-over-year improvement of 10.97%.

Consolidated Edison (ED - Free Report) is slated to report second-quarter 2026 results on Aug. 6, after market close. The Zacks Consensus Estimate for earnings is pegged at 74 cents per share, which implies a year-over-year increase of 10.45%.

ED’s long-term earnings growth rate is 6.32%. The Zacks Consensus Estimate for 2026 earnings is pinned at $6.09 per share, which implies a year-over-year improvement of 6.84%.

Vistra (VST - Free Report) is scheduled to report second-quarter 2026 results on Aug. 7, before the market opens. The Zacks Consensus Estimate for earnings is pegged at $2.02 per share, which implies year-over-year growth of 100%.

VST's dividend yield is 0.92%. The Zacks Consensus Estimate for 2026 earnings is pinned at $9.39 per share, which implies a year-over-year improvement of 78.52%.

MIDLAND, Texas, Aug. 03, 2026 (GLOBE NEWSWIRE) --

Diamondback Stockholders,

This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter.

Macro Update

The disruption of oil flows through the Strait of Hormuz has triggered the largest supply shock in the history of the global oil market. Global oil production in May was estimated to be 13.6 million barrels per day below pre-conflict levels, with global observed inventories drawing an estimated 143 million barrels in the month1. As a result, prices spiked and volatility surged.

Diamondback responded to this price signal by leveraging our significant inventory of drilled but uncompleted wells. We were able to quickly add an additional completion crew and immediately brought incremental barrels to market, adding significant cash flow and value for our stockholders.

Today, the macro backdrop remains highly volatile. Oil flows are recovering in fits and starts with significant future uncertainty. The supply shock drove record global inventory draws, averaging an estimated 3.8 million barrels per day from the onset of the conflict and accelerating to an estimated 4.6 million barrels per day in May2. These draws will eventually have to reverse, and we believe the restocking required to rebuild global inventories has structurally raised the floor for oil prices compared to pre-conflict prices. The timing of the eventual supply normalization is impossible to predict and we therefore expect this volatility to continue. Through this volatility, our priorities remain unchanged: execute with the best capital efficiency in the industry and allocate Free Cash Flow appropriately to maximize long-term stockholder value.

1 Source: International Energy Agency, Oil Market Report – June 2026 (June 17, 2026).
2 Inventory figures reflect International Energy Agency's preliminary estimates of observed global stocks.

Second Quarter 2026 Operational Performance

Second quarter oil production averaged 525 MBO/d, 1% above what we produced in the first quarter and at the top end of our guidance range. Total production for the quarter averaged 1,018 MBOE/d, putting Diamondback’s average production above one million barrels of oil equivalent per day for the first time in our Company’s history.

We are honored to join the million barrel of oil equivalent per day “club” as an independent oil and gas company born and raised in Midland, Texas. It was just 2012 when Diamondback was barely producing 3,000 BOE/d from vertical Wolfberry wells. That same year, Diamondback launched a failed sales process. In fact, we received zero bids from eight potential suitors, forcing us to go public as our only viable strategic alternative. Those early days formed our identity and ingrained the unique culture we still have today. I, and all our employees, owe a debt of gratitude to the founders who took a chance on building this company; our success is directly attributable to the decisions they made back then.

As a result of our year-to-date volume outperformance, we are raising full-year oil production guidance to 522+ MBO/d (from 520+) and total production guidance to 1,000+ MBOE/d (from 972+). Our full-year capex guidance remains unchanged at approximately $3.90 billion.

Cash capital expenditures for the quarter were $996 million, in line with guidance. While we have not seen significant service cost inflation to date outside of fuel and fuel-adjacent costs, we expect to see inflation on fixed costs (such as casing) through the rest of this year and into 2027 as we anticipate activity levels and rig count in the Permian Basin to grow. We have a track record of offsetting inflation with efficiency gains in the field and we will challenge our teams to do so again during this cycle.

Lease operating expense declined in the second quarter to $5.96 per BOE from $6.21 in the first quarter as the team did a great job minimizing both production downtime and our backlog ratio. Additionally, cash G&A fell to $0.52 per BOE from $0.65 per BOE in the first quarter. Together these improvements brought total cash operating expense to $10.96 per BOE, down ~3% quarter over quarter.

Our operations teams delivered another strong quarter while managing a meaningful step-up in activity. The team drilled its longest well ever at a record 31,465' total depth, drilled the three lowest-cost Wolfcamp D wells in our history and executed our first six U-turn wells (3-mile laterals, 1.5 miles out and back). Completions delivered its first full quarter of continuous pumping with 21.3 hours of average pumping time per day which translated to an average of ~4,700 lateral feet completed per day. Equipment cost per well fell ~14% quarter over quarter, and our gas offload strategy contributed to an estimated ~24% reduction in flaring quarter over quarter, helping protect ~1,400 MBO of oil that would otherwise have been choked back due to takeaway constraints.

We continue to test and develop our chemical Enhanced Oil Recovery program, and the early results have us increasingly excited about the opportunity ahead. Our second batch of well tests is currently flowing back with encouraging results, building on the momentum of our pilot 50-well program that we completed in the second half of 2025. We believe improving oil recovery factors across the Permian Basin is one of the most important frontiers emerging in our industry today. Unlocking even a fraction more of the barrels in place beneath our thousands of producing wells represents one of the highest-return uses of capital available anywhere in our business. A modest uplift in recovery factor, applied across a well base of this scale, has the potential to rival the value created by the drillbit itself without adding a single new location to our inventory.

We intend to be on the front foot here: not only learning and testing new methods, but also positioning ourselves to invest behind them with conviction as the data set matures. We are building the technical foundation today to deploy capital across these opportunities at scale tomorrow. The durability and low cost of our inventory are precisely what afford us the flexibility to pursue this next leg of value creation at our own pace.

Second Quarter 2026 Financial Performance

We generated $3.6 billion in net cash from operating activities in the second quarter, which translated to $2.3 billion of Free Cash Flow and Adjusted Free Cash Flow.

Per-share growth through the commodity price cycles remains a core tenet of our value proposition, and nothing demonstrates this better than the nearly two years since closing the Endeavor merger. Comparing the second quarter of 2026 to the second quarter of 2024: net cash provided by operating activities per share has grown 49%, Free Cash Flow per share has grown 81% and oil production per share has grown 21%. These results extend a decade of compounding per-share metrics: net cash provided by operating activities per share has grown roughly nineteen-fold since 2016, oil production and reserves per share have more than quadrupled and the dividend has compounded 8.8 times since its 2018 initiation.

Gas Monetization

Second quarter gas realizations were negative $2.15/Mcf (pre-hedge), a direct consequence of insufficient takeaway capacity trapping gas in West Texas. This issue was compounded by spring pipeline maintenance that drove Waha pricing to a record low of approximately negative $10/Mcf. The basis hedges we layered on over the last couple years helped insulate us from this negative pricing complex, but we did not exit the quarter unscathed. With new takeaway capacity coming online, Waha turned positive in July and has held up since, setting up what we view as a meaningful tailwind for the coming years.

To combat the persistent gas takeaway issues in the Permian Basin, we have deliberately been building in optionality for our gas molecules. We have significantly increased our pipeline capacity via commitments to multiple long-haul pipelines to the Gulf Coast while also working to develop local paths to in-basin demand. Our additional secured takeaway capacity is expected to more than double our long-haul takeaway by the end of this year, structurally shifting our price exposure toward larger demand hubs.

We believe in the long-term thesis for gas demand growth in this country, with both LNG buildout and power generation driving this need for incremental future supply. We always talk internally that the Permian “hasn’t even tried to produce gas yet,” and we think that still holds true today. Should there ever be a price signal calling for Permian gas growth, whether it be for power needs for AI data centers, LNG demand or simply replacing supply, we are confident the Permian Basin will be able to answer that call.

Over the past few months, we have been pleased to see announcements for sizable behind-the-meter data center buildouts in the Permian Basin. We continue to firmly believe the best way to assuage the public’s concerns on data centers and their potential impact on the average American’s energy affordability is to build them where energy (through the natural gas molecule) and land are abundant. There is no better place in the country to do this today than the Permian Basin. Diamondback continues to work on bringing additional gigawatt+ scale power opportunities to West Texas on our surface acreage. We have a large, shovel-ready project that we are working to bring to fruition and will provide more detail when we have a signed long-term contract with a credible counterparty.

Capital Allocation

Last quarter, we emphasized that maximizing flexibility for the allocation of Free Cash Flow is paramount to long-term value creation in a cyclical, commodity-based business. The second quarter proved this point. By removing our prior formulaic return of capital framework, we were able to materially accelerate absolute debt reduction. We reduced consolidated total debt by approximately $1.3 billion quarter over quarter to $12.8 billion, and consolidated net debt by approximately $1.6 billion quarter over quarter to $12.3 billion. In the last 12 months, we have reduced our consolidated total debt by $2.6 billion, or ~17%, and our consolidated net debt by $2.8 billion, or ~19%. We expect to continue to prioritize debt reduction and use excess Free Cash Flow to improve the balance sheet.

Today, we also announced that our Board of Directors has approved the doubling of our share repurchase authorization to $16.0 billion. Since initiating our buyback program in 2021, we have repurchased ~43 million shares for $6.1 billion at an average price of $142.44 per share. Today’s increased authorization provides significant capacity and flexibility to opportunistically repurchase our shares when they are trading below our view of per share value at a conservative mid-cycle oil price with a rate of return above our implied cost of capital.

For example, during the second quarter, we repurchased approximately 756,000 shares for $141 million at an average price of $186.63 per share. As the share price weakened early in the third quarter, we increased our pace, repurchasing 547,716 additional shares for $100 million at an average price of approximately $182.32 per share. This is exactly how the program is set to work: maximize flexibility to step in when volatility creates opportunity.

Closing

During the second quarter, we were able to move quickly to take advantage of an elevated oil pricing environment. Our operations team demonstrated why they are the best in the business, putting us in an advantaged position to bring forward material value on our differentiated asset base. We were able to generate significant Free Cash Flow, allocate it appropriately and continue to create stockholder value for you, the owners of the Company.

As always, we are grateful for the trust you have placed in us and thank you for your interest in Diamondback Energy.

Sincerely,

Kaes Van't Hof
Chief Executive Officer and Director

Investor Contact:
Adam Lawlis
+1 432.221.7467
[email protected]

Forward-Looking Statements:

This letter contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the Double Eagle acquisition and the Sitio acquisition completed by Diamondback's subsidiary, Viper Energy, Inc. (“Viper”), and other acquisitions, divestitures or reorganizations); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this letter, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: geopolitics and market conditions, including changes in supply and demand levels for oil, natural gas and natural gas liquids and the resulting impact on the price for those commodities; changes in U.S. energy, environmental, monetary and trade policies, including with respect to tariffs or other trade barriers and any resulting trade tensions; actions taken by the members of OPEC and its non-OPEC allies (OPEC+) affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments; changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates, and instability in the financial sector; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change, changing political and social perspectives on climate change and other environmental, social and governance factors, and risks from our publicly disclosed targets related to sustainability and emissions reduction initiatives; challenges in developing our existing leasehold acreage and finding, developing or acquiring additional reserves; restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water disposal well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; conditions in the capital, financial and credit markets, including the availability and pricing of capital for acquisitions, exploration and development operations; challenges with employee retention and an increasingly competitive labor market; changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services; changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change); security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business; lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids; failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks, or the inherent uncertainties in predicting reserve and reservoir performance; inability to keep pace with technological developments in our industry; failure to meet our obligations under our oil purchase contracts; loss of one or more customers or their inability to meet their obligations; geographical concentration of our primary operations; risks from our return of capital commitment, and uncertainties over our future dividends and share repurchases; difficulty in obtaining necessary approvals and permits; severe weather conditions and natural disasters; changes in the financial strength of counterparties to our credit facilities and hedging contracts; our substantial indebtedness and restrictions to our operating and financial flexibility; changes in our credit rating; failure to identify, complete and successfully integrate acquisitions, including Viper’s Riverbend acquisition, the Double Eagle acquisition and Viper’s Sitio acquisition; the Endeavor stockholders’ ability to significantly influence our business and potential conflicts of interest; and other risks described in Part I, Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Non-GAAP Financial Measures

This letter includes financial information not prepared in conformity with generally accepted accounting principles (GAAP), such as Free Cash Flow, Free Cash Flow per share, Adjusted Free Cash Flow, and net debt. The non-GAAP information should be considered by the reader in addition to, but not instead of, financial information prepared in accordance with GAAP. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures can be found in Diamondback's quarterly results, which are posted on Diamondback's website at www.diamondbackenergy.com/investors and included as Exhibit 99.1 to the Current Report on Form 8-K filed by Diamondback with the SEC that also includes this letter as Exhibit 99.2. Furthermore, this letter includes or references certain forward-looking, non-GAAP financial measures. Because Diamondback provides these measures on a forward-looking basis, it cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP financial measures, such as future impairments and future changes in working capital. Accordingly, Diamondback is unable to present a quantitative reconciliation of such forward-looking, non-GAAP financial measures to the respective most directly comparable forward-looking GAAP financial measures. Diamondback believes that these forward-looking, non-GAAP measures may be a useful tool for the investment community in comparing Diamondback's forecasted financial performance to the forecasted financial performance of other companies in the industry.

2Q26 EPS of $4.27 versus $2.92 in 2Q25 2Q26 Net Income of $129.4 million versus $94.7 million in 2Q25 2Q26 Consolidated Operating Income of $158.9 million versus $113.0 million in 2Q25 2Q26 EBITDA of $211.0 million versus $163.6 million in 2Q25 Repurchased approximately 0.3 million shares in 2Q26 Raises full year outlook , /PRNewswire/ -- Matson, Inc. ("Matson" or the "Company") (NYSE: MATX), a leading U.S. carrier in the Pacific, today reported net income of $129.4 million, or $4.27 per diluted share, for the quarter ended June 30, 2026.  Net income for the quarter ended June 30, 2025 was $94.7 million, or $2.92 per diluted share.  Consolidated revenue for the second quarter 2026 was $969.4 million, compared with $830.5 million for the second quarter 2025.

Matt Cox, Matson's Chairman and Chief Executive Officer, commented, "Matson had a strong second quarter with momentum in our China service carrying over from the post-Lunar New Year period.  Our CLX and MAX services saw higher-than-expected freight rates and demand across e-commerce, garments and e-goods against a backdrop of tighter supply conditions in the Transpacific tradelane." 

Mr. Cox added, "In our domestic ocean tradelanes, we saw lower year-over-year volumes in Hawaii and Alaska and higher year-over-year volume in Guam.  In Logistics, operating income increased year-over-year primarily due to higher contributions from freight forwarding and transportation brokerage, partially offset by a lower contribution from warehousing."

"Looking ahead, we expect our China service to be at or near capacity through peak season. For the fourth quarter 2026, we expect demand to reflect a more traditional seasonality pattern compared to the elevated period of freight demand experienced in the Transpacific market in the fourth quarter 2025 following the U.S.-China trade and economic agreement announced on October 30, 2025.  To date, the Iran conflict has not impacted the Company's operating performance or service levels; however, it has impacted fuel prices in all of the Company's markets.  We continue to expect to fully recover our fuel costs by the end of the year.  As a result, we expect Ocean Transportation operating income in the third quarter 2026 to be approximately 45 percent higher than the level achieved in the year ago period.  We also expect Ocean Transportation operating income in the fourth quarter 2026 to be modestly lower than the level achieved last year.  For Logistics, we expect operating income in the third and fourth quarters 2026 to be modestly higher than the levels achieved last year.  For full year 2026, we expect consolidated operating income to be higher than the level achieved in full year 2025 based on our expectations of continued solid U.S. consumer demand and a stable trading environment in the Transpacific tradelane."

Second Quarter 2026 Discussion and Outlook for 2026

Ocean Transportation:  The Company's container volume in the Hawaii service in the second quarter 2026 was 1.1 percent lower year-over-year primarily due to lower general demand.  Hawaii's economy remains stable, supported by strong construction activity and modest growth in tourist arrivals, but continues to face headwinds from higher energy-related inflation.  The Company expects volume in full year 2026 to approach the level achieved in 2025, based on the Company's expectation of similar economic conditions and stable market share.

In the China service, the Company's container volume in the second quarter 2026 increased 15.2 percent year-over-year primarily due to significantly higher demand compared to the prior year period, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025.  In the second quarter 2026, momentum in the China service carried over from the post-Lunar New Year period, and the Company's CLX and MAX services saw higher-than-expected freight rates and demand across e-commerce, garments and e-goods against a backdrop of tighter supply conditions in the Transpacific tradelane.  The Company expects its China service to be at or near capacity through peak season.  For the fourth quarter 2026, the Company expects demand to reflect a more traditional seasonality pattern compared to the elevated period of freight demand experienced in the Transpacific market in the fourth quarter 2025 following the U.S.-China trade and economic agreement announced on October 30, 2025.  As such, the Company expects volume in full year 2026 to be higher than the level achieved in 2025 based on the Company's expectations of continued solid U.S. consumer demand and a stable trading environment in the Transpacific tradelane.

In the Guam service, the Company's container volume in the second quarter 2026 increased 4.4 percent year-over-year.  In the near term, the Company expects Guam's economy to remain stable.  For full year 2026, the Company expects volume to be comparable to the level achieved last year.

In the Alaska service, the Company's container volume in the second quarter 2026 decreased 2.3 percent year-over-year primarily due to lower export seafood volume on AAX, partially offset by one additional northbound sailing.  In the near term, the Company expects Alaska's economy to remain stable supported by a low unemployment rate, steady job market and continued oil and gas exploration and production activity.  For full year 2026, the Company expects volume to approach the level achieved last year.

The contribution from the Company's SSAT joint venture investment was $4.8 million in the second quarter 2026, or $2.5 million lower than second quarter 2025.  The decrease was primarily due to lower lift volume and higher operating expenses.  For full year 2026, the Company expects the contribution from SSAT to be lower than the $32.5 million achieved in full year 2025.

Based on the outlook trends noted above, the Company expects Ocean Transportation operating income in the third quarter 2026 to be approximately 45 percent higher than the $147.4 million achieved in the third quarter 2025.  The Company also expects Ocean Transportation operating income in the fourth quarter 2026 to be modestly lower than the $136.0 million achieved in the fourth quarter 2025.  For full year 2026, the Company expects Ocean Transportation operating income to be higher than the $455.6 million achieved in full year 2025.

Logistics:  Operating income for the Company's Logistics segment was $14.9 million in the second quarter 2026, or $0.5 million higher compared to the level achieved in the second quarter 2025.  The increase was primarily due to higher contributions from freight forwarding and transportation brokerage, partially offset by a lower contribution from warehousing.  For the third and fourth quarters 2026, the Company expects Logistics operating income to be modestly higher than the $13.6 million and $7.7 million achieved in the third and fourth quarters 2025, respectively.  For full year 2026, the Company expects Logistics operating income to be higher than the $44.2 million achieved in full year 2025.

Consolidated Operating Income:  To date, the Iran conflict has not impacted the Company's operating performance or service levels; however, it has impacted fuel prices in all of the Company's markets.  The Company continues to expect to fully recover fuel costs by the end of the year.  For the third quarter 2026, the Company expects consolidated operating income to be approximately 45 percent higher than the level achieved in the third quarter 2025.  For full year 2026, the Company expects consolidated operating income to be higher than the level achieved in full year 2025 based on the Company's expectations of continued solid U.S. consumer demand and a stable trading environment in the Transpacific tradelane.

Depreciation and Amortization:  For full year 2026, the Company expects depreciation and amortization expense to be approximately $205 million, inclusive of dry-docking amortization of approximately $35 million.

Interest Income:  The Company expects interest income for the full year 2026 to be approximately $18 million.

Interest Expense, Net:  The Company expects interest expense, net for the full year 2026 to be approximately $6 million.

Other Income (Expense), Net:  The Company expects full year 2026 other income (expense), net to be approximately $7 million in income, which is attributable to the amortization of certain components of net periodic benefit costs or gains related to the Company's pension and post-retirement plans.

Income Taxes:  For the second quarter 2026, the Company's effective tax rate was 21.0 percent.  For the full year 2026, the Company expects its effective tax rate to be approximately 21.0 percent.

Capital and Vessel Dry-docking Expenditures:  For the second quarter 2026, the Company made capital expenditure payments excluding vessel construction expenditures of $25.4 million, vessel construction expenditures (including capitalized interest and owner's items) of $181.8 million, and dry-docking payments of $12.7 million.  For the full year 2026, the Company expects to make capital expenditure payments, including maintenance capital expenditures, of approximately $150 to $170 million, vessel construction expenditures (including capitalized interest and owner's items) of approximately $400 million, and dry-docking payments of approximately $45 million.

Results By Segment

Ocean Transportation — Three months ended June 30, 2026 compared with 2025

Three Months Ended June 30, 

(Dollars in millions)

2026

2025

Change

Ocean Transportation revenue

$

767.4

$

675.6

$

91.8

13.6

%

Operating costs and expenses

(623.4)

(577.0)

(46.4)

8.0

%

Operating income

$

144.0

$

98.6

$

45.4

46.0

%

Operating income margin

18.8

%

14.6

%

Volume by Service (Forty-foot equivalent units (FEU)) (1)

Hawaii containers

35,600

36,000

(400)

(1.1)

%

Alaska containers

21,200

21,700

(500)

(2.3)

%

China containers (2)

37,200

32,300

4,900

15.2

%

Guam containers

4,700

4,500

200

4.4

%

Other containers (3)

3,900

4,400

(500)

(11.4)

%

(1)

Approximate volume included for the period is based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period.

(2)

Includes containers from China and other Asia origins.

(3)

Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan.

Ocean Transportation revenue increased $91.8 million, or 13.6 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025.  The increase was primarily due to higher volume and freight rates in the China service.

On a year-over-year FEU basis, Hawaii service container volume decreased 1.1 percent primarily due to lower general demand; Alaska service volume decreased 2.3 percent primarily due to lower export seafood volume on AAX, partially offset by one additional northbound sailing; China service volume increased 15.2 percent primarily due to significantly higher demand compared to the prior year period, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025; Guam service volume increased 4.4 percent; and Other containers volume decreased 11.4 percent.

Ocean Transportation operating income increased $45.4 million, or 46.0 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025.  The increase was primarily due to a higher contribution from the China service, partially offset by higher vessel operating expense primarily due to higher fuel-related costs.

The Company's SSAT terminal joint venture investment contributed $4.8 million during the three months ended June 30, 2026, compared to $7.3 million during the three months ended June 30, 2025.  The decrease was primarily due to lower lift volume and higher operating expenses.

Ocean Transportation — Six months ended June 30, 2026 compared with 2025

Six Months Ended June 30, 

(Dollars in millions)

2026

2025

Change

Ocean Transportation revenue

$

1,373.9

$

1,313.0

$

60.9

4.6

%

Operating costs and expenses

(1,175.3)

(1,140.8)

(34.5)

3.0

%

Operating income

$

198.6

$

172.2

$

26.4

15.3

%

Operating income margin

14.5

%

13.1

%

Volume by Service (Forty-foot equivalent units (FEU)) (1)

Hawaii containers

69,300

71,700

(2,400)

(3.3)

%

Alaska containers

40,500

41,400

(900)

(2.2)

%

China containers (2)

63,000

60,800

2,200

3.6

%

Guam containers

8,900

8,700

200

2.3

%

Other containers (3)

7,200

7,800

(600)

(7.7)

%

(1)

Approximate volume included for the period is based on the voyage departure date, but revenue and operating income are adjusted to reflect the percentage of revenue and operating income earned during the reporting period for voyages in transit at the end of each reporting period.

(2)

Includes containers from China and other Asia origins.

(3)

Includes containers from services in various islands in Micronesia and the South Pacific, and Okinawa, Japan.

Ocean Transportation revenue increased $60.9 million, or 4.6 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025.  The increase was primarily due to higher freight rates and volume in the China service.

On a year-over-year FEU basis, Hawaii service container volume decreased 3.3 percent primarily due to lower general demand; Alaska service volume decreased 2.2 percent primarily due to lower general demand; China service volume increased 3.6 percent primarily due to significantly higher demand in the second quarter 2026 compared to the second quarter 2025, which included a market decline in Transpacific demand due to the tariffs imposed in April 2025; Guam service volume increased 2.3 percent; and Other containers volume decreased 7.7 percent.

Ocean Transportation operating income increased $26.4 million, or 15.3 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025.  The increase was primarily due to a higher contribution from the China service, partially offset by higher vessel operating expense primarily due to higher fuel-related costs.

The Company's SSAT terminal joint venture investment contributed $9.8 million during the six months ended June 30, 2026, compared to $13.9 million during the six months ended June 30, 2025.  The decrease was primarily due to lower lift volume.

Logistics — Three months ended June 30, 2026 compared with 2025

Three Months Ended June 30, 

(Dollars in millions)

2026

2025

Change

Logistics revenue

$

202.0

$

154.9

$

47.1

30.4

%

Operating costs and expenses

(187.1)

(140.5)

(46.6)

33.2

%

Operating income

$

14.9

$

14.4

$

0.5

3.5

%

Operating income margin

7.4

%

9.3

%

Logistics revenue increased $47.1 million, or 30.4 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025.  The increase was primarily due to higher revenue in transportation brokerage.

Logistics operating income increased $0.5 million, or 3.5 percent, during the three months ended June 30, 2026, compared with the three months ended June 30, 2025.  The increase was primarily due to higher contributions from freight forwarding and transportation brokerage, partially offset by a lower contribution from warehousing.

Logistics — Six months ended June 30, 2026 compared with 2025

Six Months Ended June 30, 

(Dollars in millions)

2026

2025

Change

Logistics revenue

$

353.3

$

299.5

$

53.8

18.0

%

Operating costs and expenses

(331.6)

(276.6)

(55.0)

19.9

%

Operating income

$

21.7

$

22.9

$

(1.2)

(5.2)

%

Operating income margin

6.1

%

7.6

%

Logistics revenue increased $53.8 million, or 18.0 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025.  The increase was primarily due to higher revenue in transportation brokerage.

Logistics operating income decreased $1.2 million, or 5.2 percent, during the six months ended June 30, 2026, compared with the six months ended June 30, 2025.  The decrease was primarily due to a lower contribution from warehousing, partially offset by a higher contribution from freight forwarding.

Liquidity, Cash Flows and Capital Allocation

Matson's Cash and Cash Equivalents decreased by $22.6 million from $141.9 million at December 31, 2025 to $119.3 million at June 30, 2026.  As of June 30, 2026, there was $345.8 million of cash and cash equivalents and investments in fixed-rate U.S. Treasuries in the Capital Construction Fund.  Matson generated net cash from operating activities of $231.6 million during the six months ended June 30, 2026, compared to $194.6 million during the six months ended June 30, 2025.  Capital expenditures (including capitalized vessel construction expenditures) totaled $255.5 million for the six months ended June 30, 2026, compared with $175.5 million for the six months ended June 30, 2025.  Total debt decreased by $19.9 million during the six months to $341.3 million as of June 30, 2026, of which $301.6 million was classified as long-term debt.1  As of June 30, 2026, Matson had available borrowings under its revolving credit facility of $544.2 million.

During the second quarter 2026, Matson repurchased approximately 0.3 million shares for a total cost of $67.8 million.2  On April 23, 2026, Matson's Board of Directors approved an additional 3.0 million shares of common stock to be added to the Company's existing share repurchase program and extended the program to December 31, 2029.  As of June 30, 2026, there were approximately 3.4 million shares remaining in the Company's share repurchase program.  On June 25, 2026, Matson's Board of Directors also declared a cash dividend of $0.38 per share payable on September 3, 2026 to all shareholders of record as of the close of business on August 6, 2026.

1 Total debt is presented before any reduction for deferred loan fees as required by GAAP.

2 Includes stock repurchased during the quarter but not settled and taxes on share repurchases that will be paid after the quarter end.

Teleconference and Webcast

A conference call is scheduled on August 3, 2026 at 4:30 p.m. ET when Matt Cox, Chairman and Chief Executive Officer, and Joel Wine, Executive Vice President and Chief Financial Officer, will discuss Matson's second quarter results.

Date of Conference Call:

Monday, August 3, 2026

Scheduled Time:

4:30 p.m. ET / 1:30 p.m. PT / 10:30 a.m. HT

The conference call will be broadcast live along with an additional slide presentation on the Company's website at www.matson.com, under Investors. 

Participants may register for the conference call at:

https://register-conf.media-server.com/register/BIb1df4ff4daa14ab9936f4360acc3071b

Registered participants will receive the conference call dial-in number and a unique PIN code to access the live event.  While not required, it is recommended you join 10 minutes prior to the event starting time.  A replay of the conference call will be available approximately two hours after the event by accessing the webcast link at www.matson.com, under Investors.

About the Company

Founded in 1882, Matson (NYSE: MATX) is a leading provider of ocean transportation and logistics services.  Matson provides a vital lifeline of ocean freight transportation services to the domestic non-contiguous economies of Hawaii, Alaska, and Guam, and to other island economies in Micronesia.  Matson also operates premium, expedited services from China to Long Beach, California, which includes cargo from other Asia origins, provides services to Okinawa, Japan and various islands in the South Pacific, and operates an international export service from Alaska to Asia.  The Company's fleet of owned and chartered vessels includes containerships, combination container and roll-on/roll-off ships and barges.  Matson Logistics, established in 1987, extends the geographic reach of Matson's transportation network throughout North America and Asia.  Its integrated logistics services include rail intermodal, highway brokerage, warehousing, freight consolidation, supply chain management, and freight forwarding to Alaska.  Additional information about the Company is available at www.matson.com.

GAAP to Non-GAAP Reconciliation

This press release, the Form 8-K and the information to be discussed in the conference call include non-GAAP measures.  While Matson reports financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also considers other non-GAAP measures to evaluate performance, make day-to-day operating decisions, help investors understand our ability to incur and service debt and to make capital expenditures, and to understand period-over-period operating results separate and apart from items that may, or could, have a disproportional positive or negative impact on results in any particular period.  These non-GAAP measures include, but are not limited to, Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA").

Forward-Looking Statements

Statements in this news release that are not historical facts are "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation those statements regarding outlook; operating income; depreciation and amortization, including dry-docking amortization; interest income; interest expense, net; other income (expense), net; tax rate; maintenance and other capital expenditures; capital and vessel dry-docking expenditures; volume; traditional seasonality patterns; capacity through peak season; impacts from the Iran conflict and tariffs; timing to recover fuel costs; freight demand; consumer demand and spending; trading environment; growth in Southeast Asia; geopolitical uncertainty; economic growth and drivers in Hawaii, Alaska and Guam; tourism levels; unemployment rates; construction activity; steady job market; energy-related inflation; oil and gas exploration and production activity; market share; contribution from SSAT; refleeting initiatives; timing and amount of milestone payments and related costs; delivery dates for new vessels; and the timing, manner and volume of repurchases of common stock pursuant to the repurchase program.  These statements involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement, including but not limited to risks and uncertainties relating to repeal, invalidation, substantial amendment or waiver of the Jones Act or changes in its application, or the Company were determined not to be a United States citizen under the Jones Act; changes in macroeconomic conditions, geopolitical developments, or governmental policies; our ability to offer a differentiated service in China for which customers are willing to pay a significant premium; new or increased competition; loss of or damage to key customer relationships; agreements with key vendors and third parties; fuel prices, our ability to collect fuel-related surcharges and/or the cost or limited availability of required fuels; evolving regulations and stakeholder expectations related to sustainability matters; timely or successful completion of fleet upgrade initiatives; performance under the Company's vessel construction agreements with Hanwha Philly Shipyard; the occurrence of weather, natural disasters, maritime accidents, spill events and other physical and operating risks; transitional and other risks arising from climate change; actual or threatened health epidemics, outbreaks of disease, pandemics or other major health crises; significant operating agreements and leases that may not be renewed/replaced on favorable or acceptable terms; any unexpected dry-docking or repair costs; joint venture relationships; conducting business in foreign markets, including the imposition of tariffs or a change in international trade policies; modernization of terminals in Hawaii and Alaska; heightened security measures, war, actual or threatened terrorist attacks, efforts to combat terrorism and other acts of violence; consummating and integrating acquisitions; work stoppages or other labor disruptions caused by our unionized workers and other workers or their unions in related industries; loss of key personnel or failure to adequately manage human capital; the use of our information technology and communication systems; cybersecurity attacks; changes in our credit profile, disruptions of the credit markets or higher interest rates; our ability to access the debt capital markets; periodic revisions to the Company's effective income tax rate; changes in the value of pension assets; exposure under multi-employer pension and post-retirement plans; continuation of the Title XI and CCF programs; costs to comply with and liability related to numerous safety, environmental, and other laws and regulations; and disputes, legal and other proceedings and government inquiries or investigations.  These forward-looking statements are not guarantees of future performance.  This release should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC through the date of this release, which identify important factors that could affect the forward-looking statements in this release.  We do not undertake any obligation to update our forward-looking statements.

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

(In millions, except per share amounts)

2026

2025

2026

2025

Operating Revenue:

Ocean Transportation

$

767.4

$

675.6

$

1,373.9

$

1,313.0

Logistics

202.0

154.9

353.3

299.5

Total Operating Revenue

969.4

830.5

1,727.2

1,612.5

Costs and Expenses:

Operating costs

(737.3)

(650.4)

(1,361.2)

(1,281.5)

Income from SSAT

4.8

7.3

9.8

13.9

General and administrative

(78.0)

(74.4)

(155.5)

(149.8)

Total Costs and Expenses

(810.5)

(717.5)

(1,506.9)

(1,417.4)

Operating Income

158.9

113.0

220.3

195.1

Interest income

5.0

8.0

11.1

17.4

Interest expense, net

(1.6)

(1.7)

(3.2)

(3.4)

Other income (expense), net

1.6

2.4

3.6

4.8

Income before Taxes

163.9

121.7

231.8

213.9

Income taxes

(34.5)

(27.0)

(45.8)

(46.9)

Net Income

$

129.4

$

94.7

$

186.0

$

167.0

Basic Earnings Per Share

$

4.30

$

2.95

$

6.16

$

5.14

Diluted Earnings Per Share

$

4.27

$

2.92

$

6.10

$

5.09

Weighted Average Number of Shares Outstanding:

Basic

30.1

32.1

30.2

32.5

Diluted

30.3

32.4

30.5

32.8

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

June 30, 

December 31, 

(In millions)

2026

2025

ASSETS

Current Assets:

Cash and cash equivalents

$

119.3

$

141.9

Other current assets

416.7

330.0

Total current assets

536.0

471.9

Long-term Assets:

Investment in SSAT

106.2

96.2

Property and equipment, net

2,680.3

2,499.4

Goodwill

327.8

327.8

Intangible assets, net

140.3

146.6

Capital Construction Fund

345.8

532.7

Other long-term assets

577.1

561.0

Total long-term assets

4,177.5

4,163.7

Total assets

$

4,713.5

$

4,635.6

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Current portion of debt

$

39.7

$

39.7

Other current liabilities

564.1

487.7

Total current liabilities

603.8

527.4

Long-term Liabilities:

Long-term debt, net of deferred loan fees

292.7

312.1

Deferred income taxes, net

704.4

701.9

Other long-term liabilities

339.5

335.2

Total long-term liabilities

1,336.6

1,349.2

Total shareholders' equity

2,773.1

2,759.0

Total liabilities and shareholders' equity

$

4,713.5

$

4,635.6

MATSON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30, 

(In millions)

2026

2025

Cash Flows From Operating Activities:

Net income

$

186.0

$

167.0

Reconciling adjustments:

Depreciation and amortization

84.3

81.8

Amortization of operating lease right-of-use assets

68.8

66.9

Deferred income taxes, net

2.5

0.3

Share-based compensation expense

11.7

11.7

Income from SSAT

(9.8)

(13.9)

Other

(0.1)

(4.7)

Changes in assets and liabilities:

Accounts receivable, net

(78.6)

(19.7)

Deferred dry-docking payments

(24.6)

(23.8)

Deferred dry-docking amortization

16.1

13.6

Prepaid expenses and other assets

(9.2)

(10.6)

Accounts payable, accruals and other liabilities

50.3

(3.0)

Operating lease assets and liabilities, net

(63.6)

(67.8)

Other long-term liabilities

(2.2)

(3.2)

Net cash provided by operating activities

231.6

194.6

Cash Flows From Investing Activities:

Vessel construction expenditures

(199.8)

(104.1)

Capital expenditures (excluding vessel construction expenditures)

(55.7)

(71.4)

Proceeds from disposal of property and equipment, net

(0.1)

0.5

Cash and interest deposited into the Capital Construction Fund

(9.5)

(109.1)

Withdrawals from Capital Construction Fund

197.7

100.7

Net cash used in investing activities

(67.4)

(183.4)

Cash Flows From Financing Activities:

Repayments of debt

(19.9)

(19.9)

Dividends paid

(22.0)

(22.3)

Repurchase of Matson common stock

(119.8)

(160.4)

Tax withholding related to net share settlements of restricted stock units

(25.1)

(16.3)

Net cash used in financing activities

(186.8)

(218.9)

Net Decrease in Cash and Cash Equivalents

(22.6)

(207.7)

Cash and Cash Equivalents, Beginning of the Period

141.9

266.8

Cash and Cash Equivalents, End of the Period

$

119.3

$

59.1

Supplemental Cash Flow Information:

Interest paid, net of capitalized interest

$

2.5

$

2.7

Income taxes paid, net of income tax refunds

$

31.7

$

40.7

Non-cash Information:

Capital expenditures included in accounts payable, accruals and other liabilities

$

3.8

$

4.0

Accrued dividends

$

11.4

$

11.4

MATSON, INC. AND SUBSIDIARIES

Net Income to EBITDA Reconciliations

(Unaudited)

Three Months Ended

June 30, 

Last Twelve

(In millions)

2026

2025

Change

Months

Net Income

$

129.4

$

94.7

$

34.7

$

463.8

Subtract:

Interest income

(5.0)

(8.0)

3.0

(25.4)

Add:

Interest expense, net

1.6

1.7

(0.1)

6.6

Add:

Income taxes

34.5

27.0

7.5

87.9

Add:

Depreciation and amortization

42.1

41.2

0.9

169.4

Add:

Deferred dry-docking amortization

8.4

7.0

1.4

31.4

EBITDA (1)

$

211.0

$

163.6

$

47.4

$

733.7

Six Months Ended

June 30, 

(In millions)

2026

2025

Change

Net Income

$

186.0

$

167.0

$

19.0

Subtract:

Interest income

(11.1)

(17.4)

6.3

Add:

Interest expense, net

3.2

3.4

(0.2)

Add:

Income taxes

45.8

46.9

(1.1)

Add:

Depreciation and amortization

84.3

81.8

2.5

Add:

Deferred dry-docking amortization

16.1

13.6

2.5

EBITDA (1)

$

324.3

$

295.3

$

29.0

(1)

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization (including deferred dry-docking amortization).  EBITDA should not be considered as an alternative to net income (as determined in accordance with GAAP), as an indicator of our operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) as a measure of liquidity.  Our calculation of EBITDA may not be comparable to EBITDA as calculated by other companies, nor is this calculation identical to the EBITDA used by our lenders to determine financial covenant compliance.

SOURCE Matson, Inc.

CHICAGO--(BUSINESS WIRE)--JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM), a leading global technology solutions provider to high-value segments of the food & beverage industry, today reported financial results for the second quarter of 2026.

"We are extremely pleased with the continued orders strength, which was led by robust demand in our Prepared Food and Beverage Solutions segment with strong customer investment in downstream, further processing technology," said Brian Deck, Chief Executive Officer. "While we experienced some operational inefficiencies and logistics constraints in the Prepared Food and Beverage Solutions segment in the second quarter, our record backlog, coupled with the fundamental benefits of the JBT Marel combination and ongoing operational improvement initiatives, provide visibility into our second half 2026 outlook and further our confidence in achieving our full year revenue and adjusted EBITDA guidance."

Comparisons in this news release are to the comparable period of the prior year, unless otherwise noted. An earnings presentation with supplemental information is available on the Company's Investor Relations website at https://ir.jbtmarel.com/events/presentations.

JBT Marel Second Quarter 2026 Consolidated Results

"We continue to execute on our integration and cost synergy initiatives, which we expect will enable $60 million of in-year realized savings for 2026," said Matt Meister, Chief Financial Officer. "At the same time, we are navigating a dynamic operating environment with higher inflationary costs. While these factors create near-term headwinds, our focus remains on disciplined execution, pricing actions, and operational improvements to mitigate the impact."

Second quarter 2026 consolidated revenue of $981 million increased 5 percent with approximately 2 percent benefit from foreign exchange translation. Net income of $28 million increased $25 million, and net income margin of 2.9 percent improved 250 basis points. Included in net income was a $33 million non-cash, non-recurring impairment charge related to a 2021 acquisition.

During the second quarter 2026, JBT Marel operated in a dynamic economic and trade environment and experienced a few discrete items, the effects of which will be discussed during the upcoming earnings call.

Second quarter 2026 consolidated adjusted EBITDA of $168 million increased $12 million, and adjusted EBITDA margin of 17.1 percent improved 40 basis points. Diluted earnings per share (EPS) was $0.54 compared to $0.07. Adjusted EPS was $1.95 compared to $1.49. Orders totaled $1.03 billion, inclusive of approximately $16 million in a year-over-year benefit from foreign exchange translation, and quarter-ending backlog was $1.54 billion.

Year to date 2026 operating cash flow was $221 million, and free cash flow was $179 million. As of June 30, 2026, the Company's net debt to trailing twelve months adjusted EBITDA was 2.47x.

As previously announced, JBT Marel's Board of Directors authorized a share repurchase program for the purchase of up to $200 million of the Company’s common stock, effective from May 18, 2026, through May 31, 2029. During the second quarter 2026, the Company repurchased approximately 200,000 shares of common stock for $26 million.

JBT Marel Second Quarter 2026 Segment Results

Three Months Ended June 30, 2026

In millions except margin

Protein Solutions

Prepared Food and
Beverage Solutions

Segment revenue

$

467

$

514

Segment adjusted EBITDA

$

112

$

90

Segment adjusted EBITDA margin

24.0 %

17.5 %

Second quarter 2026 Protein Solutions segment revenue increased 11 percent, inclusive of approximately 3 percent year-over-year benefit from foreign exchange translation. Segment adjusted EBITDA margin improved 350 basis points.

Second quarter 2026 Prepared Food and Beverage Solutions segment results were below Company expectations primarily due to the timing of backlog-to-revenue conversion resulting from logistics constraints and certain productivity inefficiencies in connection with optimizing supply chain and manufacturing operations. Segment revenue was flat, inclusive of approximately 2 percent year-over-year benefit from foreign exchange translation. Segment adjusted EBITDA margin declined 70 basis points.

JBT Marel Outlook

JBT Marel is reiterating its full year 2026 guidance for revenue and adjusted EBITDA margin. It has refined its guidance for adjusted EPS to reflect updated assumptions for depreciation and amortization expense and the effective tax rate. The Company also updated its full year 2026 net income margin and GAAP EPS guidance primarily to reflect the non-cash, non-recurring impairment charge incurred in the second quarter. The below table reflects consolidated guidance.

Guidance

In millions except EPS and margin

FY 2026

Revenue

$3,990 - $4,065

Net income margin

5.5% - 6.0%

Adjusted EBITDA margin(1)

17.0% - 17.5%

GAAP diluted EPS

$4.20 - $4.70

Adjusted EPS(1)

$7.85 - $8.35

(1) Non-GAAP figure. Please see supplemental schedules for adjustments and reconciliations.

For the full year 2026, JBT Marel still expects year-over-year consolidated revenue growth of 5 - 7 percent, which is inclusive of approximately 1.5 percent foreign exchange translation benefit.

For the full year 2026, JBT Marel expects to incur certain one-time and acquisition related costs for previously completed transactions, which are included in net income margin and GAAP diluted EPS guidance and excluded from adjusted EPS and adjusted EBITDA margin guidance. These include approximately $167 million in acquisition related amortization and depreciation, $32 million in M&A related costs, $20 million in restructuring costs, and $33 million in non-cash impairment expense incurred in the second quarter.

Full year 2026 total depreciation and amortization is expected to be approximately $263 million. Interest expense is estimated to be approximately $47 million, and other financing income is expected to be approximately $7 million. The full year tax rate is estimated to be approximately 24 percent.

Earnings Conference Call

A conference call is scheduled for 10:00 a.m. ET / 14:00 GMT on Tuesday, August 4, 2026, to discuss second quarter 2026 results. A simultaneous webcast and audio replay of the call will be available on the Company’s Investor Relations website at https://ir.jbtmarel.com/events/ir-calendar.

About JBT Marel Corporation

JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT Marel’s unique solutions of integrated equipment, service, software, and application expertise enables customers to optimize food yield and efficiency, improve food safety and quality, and enhance uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. JBT Marel operates more than 50 manufacturing and distribution facilities globally. For more information, please visit www.jbtmarel.com.

Non-GAAP Measures and Reconciliations to GAAP Measures

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted income, Adjusted diluted earnings per share (“Adjusted EPS”), and Free cash flow are non-GAAP financial measures. JBT Marel provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT Marel provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. Reconciliations of non-GAAP financial measures can be found in the supplemental schedules to this release.

Presentation of Percentage Calculations

Effective in 2026, percentage amounts presented in this press release have been calculated using rounded figures. In prior periods, percentage amounts were calculated using the unrounded underlying values rather than the rounded figures presented. As a result, certain percentage amounts in this section may differ slightly from percentages calculated using the figures presented in the Company’s Consolidated Financial Statements or the accompanying narrative.

Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors: fluctuations in our financial results; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; catastrophic loss at any of our facilities and business continuity of our information systems; loss of key management and other personnel; our ability to remediate the material weaknesses relating to the Marel financial statements; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; unanticipated delays or acceleration in our sales cycles; inflationary pressures, including increases in energy, raw material, freight, and labor costs; changes in food consumption patterns; weather conditions and natural disasters; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; work stoppages; customer sourcing initiatives; competition and innovation in our industries; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to tariffs, trade regulations, quotas, or duties; potential liability arising out of the installation or use of our systems; the impact of climate change and environmental protection initiatives; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; risks related to acquisitions, such as our ability to integrate the acquisitions we have consummated, including the integration of the legacy businesses of JBT and Marel; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; cybersecurity risks such as network intrusion or ransomware schemes; our convertible note hedge and warrant transactions; the maintenance of two stock exchange listings; fluctuations in currency exchange rates and interest rates; our level of indebtedness; availability of and access to financial and other resources; and the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and any future Quarterly Report on Form 10-Q.

If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited and in millions, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

$

981

$

935

$

1,917

$

1,789

Cost of sales

622

600

1,229

1,162

Gross profit

359

335

688

627

Gross profit margin

36.6 %

35.8 %

35.9 %

35.0 %

Selling, general and administrative expense

313

287

574

612

Operating income (loss)

46

48

114

15

Operating income margin

4.7 %

5.1 %

5.9 %

0.8 %

Pension expense, other than service cost

—

—

—

147

Loss on investment

—

11

—

11

Interest expense, net

13

29

23

70

Other income

(2)

(3)

(4)

(5)

Income (loss) before income taxes

35

11

95

(208)

Income tax provision (benefit)

7

8

22

(38)

Net income (loss)

$

28

$

3

$

73

$

(170)

Earnings (loss) per share:

Basic

$

0.54

$

0.07

$

1.40

$

(3.27)

Diluted

$

0.54

$

0.07

$

1.40

$

(3.27)

Weighted average shares outstanding:

Basic

52.1

52.1

52.1

51.9

Diluted

52.2

52.2

52.3

51.9

Other business information from operations:

Inbound orders

$

1,030

$

938

$

2,100

$

1,854

Orders backlog

$

1,536

$

1,394

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE

(Unaudited and in millions, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

$

28

$

3

$

73

$

(170)

Non-GAAP adjustments

Restructuring and related costs, net (1)

12

6

10

17

M&A related costs (2)

11

20

19

94

Impairment of intangible assets (3)

33

—

33

—

Acquisition related amortization and depreciation (4)

42

58

87

100

Loss on investment

—

11

—

11

Amortization of bridge financing debt issuance cost

—

—

—

12

Impact from tax provision on Non-GAAP adjustments (5)

(24)

(20)

(37)

(51)

Recognition of non-cash pension plan related settlement costs

—

—

—

147

Impact on tax provision from non-cash pension plan related settlement costs

—

—

—

(37)

Discrete tax adjustment from M&A activity

—

—

—

5

Adjusted income

$

102

$

78

$

185

$

128

Net income (loss)

$

28

$

3

$

73

$

(170)

Total shares and dilutive securities

52.2

52.2

52.3

51.9

Diluted earnings (loss) per share

$

0.54

$

0.07

$

1.40

$

(3.27)

Adjusted income

$

102

$

78

$

185

$

128

Total shares and dilutive securities

52.2

52.2

52.3

52.0

Adjusted diluted earnings per share

$

1.95

$

1.49

$

3.54

$

2.46

(1) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. These costs are not considered reflective of our ongoing operating performance.

(2) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are directly attributable to the integration of acquired businesses and are not considered indicative of our ongoing operating performance.

(3) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. This charge is not considered reflective of our ongoing operating performance.

(4) Amortization and depreciation resulting from the fair value adjustments recorded in connection with acquisitions. These expenses are not considered indicative of our ongoing operating performance and are directly attributable to acquired businesses.

(5) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown.

The above table reports adjusted income and adjusted diluted earnings per share, which are non-GAAP financial measures. We use these measures internally to make operating decisions and for the planning and forecasting of future periods, and therefore provide this information to investors because we believe it allows more meaningful period-to-period comparisons of our ongoing operating results, without the fluctuations in the amount of certain costs that do not reflect our underlying operating results.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Unaudited and in millions)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

$

28

$

3

$

73

$

(170)

Income tax provision (benefit)

7

8

22

(38)

Interest expense, net

13

29

23

70

Other financing income (1)

(2)

(3)

(4)

(5)

Restructuring and related costs, net (2)

12

6

10

17

M&A and related costs (3)

11

20

19

94

Impairment of intangible assets (4)

33

—

33

—

Loss on investment

—

11

—

11

Pension expense, other than service cost (5)

—

—

—

147

Depreciation and amortization (6)

66

82

134

143

Adjusted EBITDA

$

168

$

156

$

310

$

268

Total revenue

$

981

$

935

$

1,917

$

1,789

Net income (loss) margin

2.9 %

0.4 %

3.8 %

(9.5) %

Adjusted EBITDA margin

17.1 %

16.7 %

16.2 %

15.0 %

(1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, which are considered non-operating as they relate to the cost of borrowing on debt.

(2) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. These costs are not considered reflective of our ongoing operating performance.

(3) Advisory, strategy, integration, and other costs associated with completed M&A transactions that are not considered indicative of our ongoing operating performance and are directly attributable to the integration of acquired businesses.

(4) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. This charge is not considered reflective of our ongoing operating performance.

(5) Pension expense, other than service cost, is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges.

(6) Depreciation and amortization, including acquisition related amortization and depreciation expense, is excluded to determine EBITDA.

The above table reports Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. We use Adjusted EBITDA and Adjusted EBITDA margin internally to make operating decisions and believe that Adjusted EBITDA is useful to investors as a measure of the Company’s operational performance and a way to evaluate and compare operating performance against peers in the Company's industry.

JBT MAREL CORPORATION

SEGMENT RESULTS

(Unaudited and in millions)

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

(In millions)

Protein
Solutions

Prepared
Food and
Beverage
Solutions

Total

Protein
Solutions

Prepared
Food and
Beverage
Solutions

Total

Revenue

$

467

$

514

$

421

$

514

Less:

Cost of sales

282

340

270

330

Research and development

11

6

21

10

Other segment items (1)

95

107

87

112

Add:

Depreciation and amortization

33

29

43

32

Segment Adjusted EBITDA

$

112

$

90

$

202

$

86

$

94

$

180

Less:

Interest expense, net

13

29

Other income

(2)

(3)

Restructuring and related costs, net

12

6

M&A related costs

11

20

Impairment of intangible assets

33

—

Loss on investment

—

11

Depreciation and amortization

66

82

Unallocated amounts:

Corporate expense (2)

34

24

Income before income taxes

$

35

$

11

(1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business.

(2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above.

JBT MAREL CORPORATION

SEGMENT RESULTS

(Unaudited and in millions)

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

(In millions)

Protein
Solutions

Prepared
Food and
Beverage
Solutions

Total

Protein
Solutions

Prepared
Food and
Beverage
Solutions

Total

Revenue

$

927

$

990

$

799

$

990

Less:

Cost of sales

571

658

517

644

Research and development

22

13

41

20

Other segment items (1)

189

219

163

213

Add:

Depreciation and amortization

67

60

71

59

Segment Adjusted EBITDA

$

212

$

160

$

372

$

149

$

172

$

321

Less:

Interest expense, net

23

70

Other income

(4)

(5)

Restructuring and related costs, net

10

17

M&A related costs

19

94

Impairment of intangible assets

33

—

Loss on investment

—

11

Pension expense, other than service cost

—

147

Depreciation and amortization

134

$

143

Unallocated amounts:

Corporate expense (2)

62

52

Income before income taxes

$

95

$

(208)

(1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business.

(2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above.

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in millions)

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

$

93

$

168

Restricted cash

19

19

Trade receivables, net of allowances

443

443

Contract assets

144

119

Inventories

700

644

Other current assets

215

190

Total current assets

1,614

1,583

Property, plant and equipment, net

773

793

Goodwill

3,385

3,428

Intangible assets, net

1,972

2,122

Other assets

262

265

Total Assets

$

8,006

$

8,191

Liabilities and Stockholders' Equity

Short-term debt

$

9

$

412

Accounts payable, trade and other

300

262

Advance and progress payments

561

518

Accrued payroll

157

170

Other current liabilities

276

260

Total current liabilities

1,303

1,622

Long-term debt, less current portion

1,670

1,470

Deferred tax liabilities

356

383

Other liabilities

205

252

Common stock and additional paid-in capital

2,701

2,718

Retained earnings

1,527

1,465

Accumulated other comprehensive income

244

281

Total stockholders' equity

4,472

4,464

Total liabilities and stockholders' equity

$

8,006

$

8,191

JBT MAREL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in millions)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

$

73

$

(170)

Adjustments to reconcile income (loss) to cash provided by operating activities:

Depreciation and amortization

134

143

Stock-based compensation

19

9

Impairment of intangible assets

33

—

Pension and other post-retirement benefits expense

—

148

Other, net

5

49

Changes in operating assets and liabilities

Trade accounts receivable, net

(29)

31

Inventories

(60)

(65)

Accounts payable, trade and other

45

14

Advance and progress payments

51

27

Other assets and liabilities, net

(50)

(49)

Cash provided by operating activities

221

137

Cash flows from investing activities:

Acquisitions, net of cash acquired

—

(1,746)

Capital expenditures

(51)

(39)

Proceeds from disposal of assets

9

5

Cash required by investing activities

(42)

(1,780)

Cash flows from financing activities

Net proceeds (repayments of) domestic credit facilities, net of debt issuance costs

398

(254)

Net (repayments of) proceeds from Term loan B, net of debt issuance costs

(202)

896

Repayment of 2026 Notes

(403)

—

Settlement of deal contingent hedge

—

(43)

Dividends

(11)

(11)

Common stock repurchases

(26)

—

Other, net

(10)

(45)

Cash (required) provided by financing activities

(254)

543

Net (decrease) increase in cash, cash equivalents and restricted cash

(75)

(1,100)

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

—

2

Net (decrease) increase in cash, cash equivalents and restricted cash

$

(75)

$

(1,098)

Cash and cash equivalents from operations, beginning of period

187

1,228

Add: Net (decrease) increase in cash and cash equivalents

(75)

(1,098)

Cash, cash equivalents and restricted cash from operations, end of period

$

112

$

130

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

FREE CASH FLOW

(Unaudited and in millions)

Six Months Ended June 30,

2026

2025

Cash provided by operating activities

$

221

$

137

Less: capital expenditures

51

39

Plus: proceeds from disposal of assets

9

5

Plus: pension contributions

—

3

Free cash flow (FCF)

$

179

$

106

The above table reports free cash flow, which is a non-GAAP financial measure. We use free cash flow internally as a key indicator of our liquidity and ability to service debt, invest in business combinations, and return money to shareholders and believe this information is useful to investors because it provides an understanding of the cash available to fund these initiatives.

JBT MAREL CORPORATION

NET DEBT CALCULATION

(Unaudited and in millions)

As of Quarter Ended

Change From

Q2 2026

Q4 2025

Q2 2025

Prior Year-
End

Prior Year

Total debt

$

1,679

$

1,882

$

1,922

$

(203)

$

(243)

Less: cash and marketable securities

93

168

112

(75)

(19)

Net debt

$

1,586

$

1,714

$

1,810

$

(128)

$

(224)

JBT MAREL CORPORATION

BANK TOTAL NET LEVERAGE RATIO CALCULATION

(Unaudited and in millions)

Q2 2026

Total debt

$

1,679

Less: cash and marketable securities

93

Net debt

1,586

Other items considered debt under the credit agreement

45

Consolidated total indebtedness(1)

$

1,631

Trailing twelve months adjusted EBITDA

643

Other adjustments net to earnings under the credit agreement

38

Consolidated EBITDA(1)

$

681

Bank total net leverage ratio (Consolidated total indebtedness / Consolidated EBITDA)

2.40

Total net debt to trailing twelve months adjusted EBITDA

2.47

(1) As defined in the credit agreement.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF DILUTED EARNINGS PER SHARE

TO ADJUSTED DILUTED EARNINGS PER SHARE GUIDANCE

(Unaudited and in cents)

Guidance

Full Year 2026

Diluted earnings per share

$4.20 - $4.70

Non-GAAP adjustments:

Restructuring related costs(1)

~ 0.38

M&A related costs(2)

~ 0.61

Impairment of intangible assets(3)

~ 0.63

Acquisition related amortization and depreciation(4)

~ 3.21

Impact on tax provision from Non-GAAP adjustments(5)

~ (1.16)

Adjusted diluted earnings per share

$7.85 - $8.35

(1) Restructuring and related costs are estimated to be approximately $20 million for the full year 2026. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share.

(2) M&A related costs are estimated to be approximately $32 million for the full year 2026. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share.

(3) Non-cash impairment charge related to acquired intangible assets is $33M in the second quarter of 2026. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share.

(4) Acquisition related amortization and depreciation is expected to be approximately $167 million for the full year 2026. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share.

(5) Impact on tax provision for 2026 tax provision on non-GAAP adjustments was calculated using a tax rate of approximately 24% based on an estimate of the tax rate of the country in which the non-GAAP adjustments are originating.

JBT MAREL CORPORATION

NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA GUIDANCE

(Unaudited and in millions)

Guidance

Full Year 2026

Net Income

$220 - $245

Income tax provision

68 - 77

Interest expense, net

~47

Other financing income (1)

~ (7)

Restructuring related costs (2)

~ 20

M&A related costs (3)

~ 32

Impairment of intangible assets

~ 33

Depreciation and amortization

~ 263

Adjusted EBITDA

$675 - $710

Revenue

$3,990 - $4,065

Net income margin

5.5% - 6.0%

Adjusted EBITDA margin

17.0% - 17.5%

-

Proposal Significantly Undervalues the Company and Is Not in the Best Interest of Driven Brands and its Shareholders

CHARLOTTE, N.C.--(BUSINESS WIRE)--Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”), North America's largest automotive services company, today announced that its Board of Directors has unanimously rejected ADW Capital Management, LLC’s (“ADW Capital”) non-binding, highly conditional and unsolicited proposal to acquire Driven Brands for $18.00 per share in cash.

Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Board carefully reviewed and evaluated ADW Capital’s proposal. Following its review, the Driven Brands Board unanimously determined that ADW Capital’s proposal is highly conditional and does not provide a credible basis on which the Company could proceed. Additionally, the Board concluded that ADW Capital’s proposal significantly undervalues the Company in light of its long-term value creation opportunities and is therefore not in the best interest of Driven Brands and its shareholders.

The Driven Brands Board and leadership team remain confident in the Company’s strategy, long-term value creation opportunities and disciplined execution. The Board remains committed to acting in the best interests of all shareholders and to evaluating opportunities to maximize shareholder value.

About Driven Brands

Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including oil change, paint, collision, glass, vehicle repair, and maintenance. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change®, Meineke Car Care Centers®, Maaco®, 1-800-Radiator & A/C®, Auto Glass Now®, and CARSTAR®. As of the end of fiscal year 2025, Driven Brands had over 4,200 locations across the U.S. and Canada, and services tens of millions of vehicles annually. Driven Brands’ network generated approximately $1.9 billion in annual revenue from approximately $6.1 billion in system-wide sales.

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-

HOUSTON--(BUSINESS WIRE)--Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced financial and operating results for the second quarter of 2026. Crescent’s earnings release and supplemental earnings presentation can be found at www.crescentenergyco.com.

The Company’s second quarter 2026 conference call is planned for 10 a.m. CT (11 a.m. ET) on Tuesday, August 4, 2026.

About Crescent Energy Company

Crescent is a differentiated energy company committed to delivering value through a disciplined, returns-driven growth through acquisition strategy and consistent return of capital. Our long-life, balanced portfolio combines significant cash flow from stable production with deep, high-quality development inventory. Our activities are focused in the Eagle Ford, Permian and Uinta Basins, and we own minerals and royalty interests across premier U.S. oil and natural gas basins, primarily operated by large, well-capitalized companies, with a core focus in the Eagle Ford. For additional information, please visit www.crescentenergyco.com.

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Strategic Acquisition of Fastener Distributor Advances Hillman's Presence in Untapped Industrial Market 

Increases Industrial Total Addressable Market to $3 Billion while Diversifying Customer and End-Market Exposure

Unique Digital and Operational Platform Primed for Future Growth Opportunities

CINCINNATI, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Hillman Solutions Corp. (Nasdaq: HLMN) (the "Company", “Hillman Group”, or "Hillman"), a leading provider of hardware products and merchandising solutions, has entered into a definitive agreement to acquire Kanebridge Corporation ("Kanebridge"), a leading master distributor of industrial fasteners for a purchase price of $315 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.

Kanebridge supplies more than 44,000 commercial and military-grade fastener SKUs to distributors throughout the U.S. and Canada from its warehouses in Illinois and California, selling exclusively to distributors in commercial and industrial channels. Kanebridge prides itself on maintaining industry-leading fill rates, its proprietary digital ordering platform, FasNet™, which enables same-day shipping, and its long-standing relationships with industrial and specialty distributors. These capabilities have made Kanebridge a critical partner for its customers for over 50 years.

Consistent with Hillman's disciplined acquisition framework, the transaction is expected to be accretive to Hillman's margins and earnings. Hillman anticipates cost synergies from Hillman’s sourcing and distribution expertise, sales synergies coming from cross-selling opportunities, and material tax benefits from the transaction.

Jon Michael Adinolfi, President and Chief Executive Officer of Hillman, commented: "Kanebridge gives us an immediate and credible foothold in the industrial channel, which we've identified as one of our biggest growth opportunities. Their master distributor model, capabilities-driven platform, and long-standing distributor relationships make it a great fit for us. This acquisition follows the same disciplined, accretive approach to M&A that has built Hillman over the past 60 years, and we're looking forward to welcoming the Kanebridge team to Hillman."

Following completion of the acquisition, Kanebridge will operate as part of Hillman's commercial & industrial business, led by Chris Martin, EVP, Commercial & Industrial.

Martin added: “Like Hillman, Kanebridge has decades of expertise taking great care of customers, maintaining strong fill rates, and providing a long tail of specialty fastener SKUs. Kanebridge's focus on the U.S. industrial market complements Hillman's existing industrial presence in Canada, broadening our combined reach across North America. The Kanebridge platform makes a great addition to our Commercial & Industrial business.”

The acquisition advances Hillman's Industrial growth strategy, outlined at its recent Investor Day. The acquisition expands Hillman’s addressable market opportunity in industrial by $1 billion, bringing the total TAM to $3 billion. Kanebridge's master distributor model will leverage Hillman's global "dual faucet" sourcing expertise and extensive breadth of SKUs. Kanebridge gives Hillman an immediate, scaled platform to serve long-tail, high-specification fastener requirements across industrial and specialty distribution channels, while creating new cross-sell opportunities across Hillman's existing C&I, Pro and DIY customer base.

The transaction has been approved by the boards of directors of both companies and is subject to regulatory approval and customary closing conditions. The Company expects to fund the transaction with a combination of cash from the balance sheet, borrowings under its existing asset-based revolving credit facility, and an add-on to its existing First Lien Term Loan, which the Company intends to raise through the capital markets.

Advisors
Jefferies LLC is acting as financial advisor and Thompson Hine LLP is acting as legal counsel to Hillman. Piper Sandler is acting as financial advisor and Koley Jessen P.C., L.L.O. is acting as legal counsel to Kanebridge.

About Hillman Solutions Corp.
Founded in 1964 and headquartered in Cincinnati, Hillman is a leading provider of hardware and related products serving retail, pro distribution, and industrial customers. Over the last 60-plus years, Hillman has built a legacy of service and growth by forming strategic partnerships with North America's leading home improvement, hardware, and farm and fleet retailers. Hillman differentiates itself from the competition with its dedicated field sales team of 1,200+ associates, direct-to-store distribution capabilities, and world class global sourcing and supply chain expertise. The company offers an extensive product portfolio of more than 111,000 SKUs, including fasteners (power screws, nuts, bolts), hardware (builder's hardware, door hardware, rope & chain, accessories), project gear & supplies (gloves, work gear, paint & cleaning sundries), and key and engraving services (key duplication, auto keys, and engraving). Hillman is committed to delivering exceptional customer service, innovative products, and dependable solutions to its customers and regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com. 

About Kanebridge Corporation
Kanebridge Corporation is a leading U.S. master distributor of commercial and military-grade fasteners, serving distributors nationwide for more than 50 years. With more than 44,000 SKUs available for same-day shipment from warehouses in Illinois and California, Kanebridge is known for its product depth, fill-rate reliability, and specification expertise across inch and metric fastener categories. For more information, visit [www.kanebridge.com]. 

Forward-Looking Statements
All statements made in this press release that are considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and statements relating to the Transaction, which may not be consummated on the terms described in this press release, or at all. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the failure to obtain required regulatory approvals for the transaction or the receipt of such approvals on unfavorable terms; (2) the failure to satisfy other closing conditions for the transaction; (3) delays in consummating the transaction; (4) the possibility that the transaction may not be completed or not completed in a timely manner; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; and (6) risks relating to the integration of the acquired business and the realization of anticipated synergies and other benefits may not be fully realized or may take longer to realize than expected; (7) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (8) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (9) the highly competitive nature of the markets that we serve; (10) the ability to continue to innovate with new products and services; (11) seasonality; (12) large customer concentration; (13) the ability to recruit and retain qualified employees; (14) the outcome of any legal proceedings that may be instituted against the Company; (15) adverse changes in currency exchange rates; or (16) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K filed on February 17, 2026. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements.

Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Contact:
Michael Koehler
Vice President – Corporate Development, Investor Relations, Treasury
513-826-5495
[email protected] 

MIDLAND, Texas, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Viper Energy, Inc. (NASDAQ:VNOM) (“Viper,” “we,” “our” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today announced financial and operating results for the second quarter ended June 30, 2026.

The Company today also announced that effective Q3 2026 the Board of Directors of Viper has approved a 32% increase to its base dividend, or an amount equal to $2.00 per Class A share annually. This increased base dividend, which would imply a 4.5% annualized yield at today’s stock price, is expected to be fully protected down to approximately $30 per barrel WTI and will represent approximately 50% of cash available for distribution at $70 per barrel WTI. With today’s announced increase to the base dividend and a further commitment to prioritize steady growth of the dividend, the Company additionally announced that it will be removing its quarterly commitment to return at least 75% of cash available for distribution. Increased flexibility in this revised return of capital framework is expected to allow the Company to continue to focus on opportunistic share repurchases while also supporting the further execution on accretive M&A.

SECOND QUARTER HIGHLIGHTS

Q2 2026 average production of 65,077 bo/d (134,363 boe/d)Q2 2026 lease bonus income of $15 millionQ2 2026 consolidated net income (including non-controlling interest) of $331 million; net income attributable to Viper of $142 million, or $0.73 per Class A common share; consolidated adjusted net income of $345 million, or $1.78 per Class A common shareQ2 2026 cash available for distribution to Viper’s Class A common shares (as defined and reconciled below) of $262 million, or $1.37 per Class A common shareDeclared Q2 2026 base cash dividend of $0.38 per Class A common share; implies a 3.4% annualized yield based on the July 31, 2026 Class A common share closing price of $44.61Declared Q2 2026 variable cash dividend of $0.29 per Class A common share; total base-plus-variable dividend of $0.67 per Class A common share implies a 6.0% annualized yield based on the July 31, 2026 Class A common share closing price of $44.61During Q2 2026, repurchased approximately 3.0 million shares of the Company’s Class A common stock for an aggregate purchase price of approximately $132 million, excluding excise tax (average price of $44.34 per share)Total Q2 2026 return of capital to Class A stockholders of $197 million, or $1.03 per Class A common share, represents 75% of cash available for distribution691 total gross (19.8 net 100% royalty interest) horizontal wells, normalized to lateral length of 10,000 feet, turned to production on Viper’s Permian Basin acreage during Q2 2026 RECENT EVENTS AND FORWARD OUTLOOK

As previously announced, on July 1, 2026, completed the acquisition of all of the equity interests of Riverbend Oil & Gas IX, L.L.C., an entity owning certain mineral and royalty interests, from Riverbend Oil & Gas IX (AIV), L.L.C. and ROG IX, L.L.C. (the “Riverbend Acquisition”)On August 3, 2026, the Company’s subsidiary Viper Energy Partners LP entered into a definitive agreement to acquire certain mineral and royalty interests representing approximately 933 net royalty acres from Diamondback and related subsidiaries in exchange for approximately 3.7 million units in the Company’s operating subsidiary, VNOM Holding Company LLC (“OpCo Units”) (along with an accompanying equal amount of Class B common stock of the Company); acquisition is expected to close late Q3 2026 and is subject to customary closing conditionsAs of July 1, 2026, giving effect to the Riverbend Acquisition, there were approximately 1,798 gross horizontal wells, normalized to lateral length of 10,000 feet, in the process of active development on Viper’s acreage in which Viper expects to own an average 2.2% net royalty interest (39.1 net 100% royalty interest wells)Giving effect to the Riverbend Acquisition, approximately 1,589 gross (32.9 net 100% royalty interest) line-of-sight wells, normalized to lateral length of 10,000 feet, on Viper’s acreage that are not currently in the process of development, but for which Viper has visibility to the potential of future development in coming quarters, based on Diamondback’s current planned drilling schedule and third-party operators’ permitsInitiating average daily production guidance for Q3 2026 of 67,500 to 68,500 bo/d (133,500 to 135,500 boe/d)Increasing average daily production guidance for full year 2026 to 66,000 to 67,250 bo/d (132,500 to 135,000 boe/d)During Q3 2026 through July 31, 2026, repurchased approximately 0.7 million shares of the Company’s Class A common stock for an aggregate purchase price of approximately $29 million, excluding excise tax (average price of $42.82 per Class A Common share) “The second quarter continued the trend of strong execution for Viper, highlighted by steady development activity from both Diamondback and our third-party operators across our high-quality asset base, as well as a continuation of our differentiated acquisition strategy. Reflecting this momentum, we are increasing our full year 2026 production guidance while initiating third quarter guidance that implies continued growth in oil production per share driven by both organic and inorganic growth,” said Kaes Van’t Hof, Chief Executive Officer of Viper.

Mr. Van’t Hof continued, “Separately, today we announced an important evolution of our return of capital strategy. Our Board approved a 32% increase to our base dividend to $2.00 per Class A share annually, a level we expect to be fully protected down to approximately $30 per barrel WTI and which represents approximately 50% of cash available for distribution at $70 per barrel WTI. With this increase, and a commitment to grow the base dividend steadily over time, we are moving away from our commitment to return at least 75% of cash available for distribution each quarter. We believe a single, durable and growing base dividend, rather than a variable payout that fluctuates with commodity prices, best showcases what differentiates Viper: an industry-leading, low-breakeven yield paired with consistent per-share growth. The flexibility created by retaining excess cash flow will allow us to continue to opportunistically repurchase shares, reduce debt and pursue a disciplined M&A strategy, all of which we expect to compound value for our stockholders over the long term.”

FINANCIAL UPDATE

Viper’s second quarter 2026 average unhedged realized prices were $98.28 per barrel of oil, $0.05 per Mcf of natural gas and $23.83 per barrel of natural gas liquids, resulting in a total equivalent realized price of $53.82/boe.

Viper’s second quarter 2026 average hedged realized prices were $96.42 per barrel of oil, $1.48 per Mcf of natural gas and $23.83 per barrel of natural gas liquids, resulting in a total equivalent realized price of $55.12/boe.

During the second quarter of 2026, the Company recorded total operating income of $677 million and consolidated net income (including non-controlling interest) of $331 million.

As of June 30, 2026, the Company had a cash balance of $77 million and total debt outstanding (excluding debt issuance costs, discounts and premiums) of $1.7 billion, resulting in net debt (as defined and reconciled below) of $1.6 billion. Viper’s outstanding long-term debt as of June 30, 2026 consisted of $500 million in aggregate principal amount of its 4.900% Senior Notes due 2030, $1.1 billion in aggregate principal amount of its 5.700% Senior Notes due 2035 and $95 million of borrowings on its revolving credit facility, leaving approximately $1.9 billion available for future borrowings and approximately $2.0 billion of total liquidity.

SECOND QUARTER 2026 CASH DIVIDEND & CAPITAL RETURN PROGRAM

Viper announced today that the Company’s Board of Directors (the “Board”) declared a base cash dividend of $0.38 per Class A common share for the second quarter of 2026, payable on August 20, 2026 to Class A common stockholders of record at the close of business on August 13, 2026.

The Board also declared a variable cash dividend of $0.29 per Class A common share for the second quarter of 2026, payable on August 20, 2026 to Class A common stockholders of record at the close of business on August 13, 2026.

During the second quarter of 2026, Viper repurchased approximately 3.0 million shares of the Company’s Class A common stock for an aggregate purchase price of approximately $132 million, excluding excise tax (average price of $44.34 per share).

In total, since the initiation of Viper’s common stock repurchase program on November 9, 2020 through July 31, 2026, the Company has repurchased approximately 24.3 million shares of common stock (including both Class A shares and Class B shares paired with OpCo Units) for an aggregate purchase price of approximately $766 million, excluding excise tax (average price of $31.50 per share) and has approximately $984 million remaining on its share buyback authorization. Future cash dividends and stock repurchases are at the discretion of the Board and are subject to a number of factors discussed in Viper’s reports filed with the U.S. Securities and Exchange Commission (“SEC”).

OPERATIONS UPDATE

During the second quarter of 2026, Viper estimates that 691 gross (19.8 net 100% royalty interest) horizontal wells, normalized to lateral length of 10,000 feet, with an average royalty interest of 2.9% were turned to production on its acreage position. Of these 691 gross wells, Diamondback is the operator of 146 gross wells, with an average royalty interest of 7.0%, and the remaining 545 gross wells, with an average royalty interest of 1.8%, are operated by third parties.

As of July 1, 2026, after giving effect to the Riverbend Acquisition, Viper’s footprint of mineral and royalty interests was approximately 90,212 net royalty acres.

Our gross well information as of July 1, 2026, after giving effect to the Riverbend Acquisition:

 Diamondback Operated Third-Party Operated TotalQ2 2026 horizontal wells turned to production(1):     Gross wells146 545 691Net 100% royalty interest wells10.2 9.6 19.8Average percent net royalty interest7.0% 1.8% 2.9%      Horizontal producing well count(1):     Gross wells4,485 21,075 25,560Net 100% royalty interest wells277.7 322.9 600.6Average percent net royalty interest6.2% 1.5% 2.3%      Horizontal active development well count(1):     Gross wells333 1,465 1,798Net 100% royalty interest wells21.9 17.2 39.1Average percent net royalty interest6.6% 1.2% 2.2%      Line of sight wells(1):     Gross wells282 1,307 1,589Net 100% royalty interest wells16.3 16.6 32.9Average percent net royalty interest5.8% 1.3% 2.1% (1)   Average lateral length normalized to 10,000 feet.

The 1,798 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months. Further in regard to the active development on Viper’s asset base, there are currently 106 gross rigs operating on Viper’s acreage, 12 of which are operated by Diamondback. The 1,589 line-of-sight wells are those that are not currently in the process of active development, but for which Viper has reason to believe that they will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of Viper’s royalty acreage does not ensure that those wells will be turned to production.

GUIDANCE UPDATE

Below is Viper’s guidance for the full year 2026, as well as average production guidance for Q3 2026. This guidance gives effect to the Riverbend Acquisition that closed on July 1, 2026.

   Viper Energy, Inc.  Q3 2026 Net Production - Mbo/d67.50 - 68.50Q3 2026 Net Production - Mboe/d133.50 - 135.50Full Year 2026 Net Production - Mbo/d66.00 - 67.25Full Year 2026 Net Production - Mboe/d132.50 - 135.00  Unit costs ($/boe) Depreciation, Depletion and Amortization$14.75 - $17.25Cash G&A$0.70 - $0.90Non-Cash Share-Based Compensation$0.10 - $0.20Net Interest Expense$1.90 - $2.40  Production and Ad Valorem Taxes (% of Revenue)~7%Cash Tax Rate (% of Pre-Tax Income Attributable to the Company)(1)27% - 30% (1)   Pre-tax income attributable to the Company is a non-GAAP measure. We are not able to forecast the most directly comparable GAAP measure – Income (loss) before income taxes – due to the high variability and difficulty in predicting certain items that affect Income (loss) before income taxes, such as future commodity prices, pace of development and production of our mineral interests, and factors impacting the Company’s ownership of the net assets of VNOM Holding Company LLC such as repurchases of our Class A common shares, Class B common shares or VNOM Holding Company LLC’s units (OpCo Units), or conversions of our Class B common shares and/or OpCo Units to Class A common shares.

CONFERENCE CALL

Viper will host a conference call and webcast for investors and analysts to discuss its results for the second quarter of 2026 on Tuesday, August 4, 2026 at 10:00 a.m. CT. Access to the live audio-only webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Viper’s website at www.viperenergy.com under the “Investor Relations” section of the site.

About Viper Energy, Inc.

Viper is a corporation formed by Diamondback to own, acquire and exploit oil and natural gas properties in North America, with a focus on owning and acquiring mineral and royalty interests in oil-weighted basins, primarily the Permian Basin in West Texas. For more information, please visit www.viperenergy.com.

Investors and others should note that Viper announces material financial and operational information to our investors using our investor relations website (https://www.viperenergy.com/investors/overview), press releases, SEC filings and public conference calls and webcasts. The information we post through our investor relations website may be deemed material. Accordingly, investors should monitor our investor relations website in addition to following our press releases, SEC filings and public conference calls and webcasts.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions that could cause the results to differ materially from such statements. All statements, other than statements of historical fact, including statements regarding Viper’s: future performance; business strategy; future operations; estimates and projections of operating income, losses, costs and expenses, returns, cash flow, and financial position; production levels on properties in which Viper has mineral and royalty interests, developmental activity by other operators; reserve estimates and Viper’s ability to replace or increase reserves; the anticipated benefits from the Sitio Acquisition or other strategic transactions (including the Riverbend Acquisition, 2025 Drop Down, the Non-Permian Divestiture or any other acquisitions or divestitures); and plans and objectives (including Diamondback’s plans for developing Viper’s acreage and Viper’s cash dividend policy and common stock repurchase program) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Viper are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Viper believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond its control. Accordingly, forward-looking statements are not guarantees of Viper’s future performance and the actual outcomes could differ materially from what Viper expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas and natural gas liquids and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and its non-OPEC allies (OPEC+) affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments; changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates, or instability in the financial sector; regional supply and demand factors, including delays, curtailment delays or interruptions of production on our mineral and royalty acreage, or governmental orders, rules or regulations that impose production limits on such acreage; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change and changing political and social perspectives on climate change and other environmental, social and governance factors; risks from our cash dividend policy and uncertainties over our future dividends; restrictions on the use of water, including limits on the use of produced water by our operators and a moratorium on new produced water well permits imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; changes in U.S. energy, environmental, monetary and trade policies, including with respect to tariffs or other trade barriers and any resulting trade tensions; conditions in the capital, financial and credit markets, including the availability and pricing of capital for drilling and development by our limited number of operators and our ability to replace operators in time of bankruptcy or default; changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services impacting our operators; the inherent uncertainties over our estimated reserves, the development of our proved undeveloped reserves or the yield from project areas on our properties; the geographical concentration of our producing properties and reserves in the Permian Basin and in a small number of producing horizons; changes in safety, health, environmental, tax and other regulations or requirements impacting us or our operators (including those addressing air emissions, water management, or the impact of global climate change); security threats, including cybersecurity threats and disruptions to our business from breaches of Diamondback’s information technology systems, or from breaches of information technology systems of our operators or third parties with whom we transact business; lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities impacting our operators; severe weather conditions and natural disasters; geopolitics, regional conflicts, acts of war or terrorist acts and the governmental or military response thereto; changes in the financial strength of counterparties to the revolving credit facility and hedging contracts of our operating subsidiary; our substantial indebtedness and changes in our credit rating; failure to develop or acquire additional reserves and identify, complete or integrate acquisitions; our operational dependence on, and control by, Diamondback and potential conflicts of interest thereof; and other risks and factors discussed in Viper’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent periodic filings with the SEC, including its Forms 10-K, 10-Q and 8-K, and other filings Viper makes with the SEC, which can be obtained free of charge on the SEC’s web site at http://www.sec.gov.

In light of these factors, the events anticipated by Viper’s forward-looking statements may not occur at the time anticipated or at all. Moreover, new risks emerge from time to time. Viper cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this news release. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Viper does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

Viper Energy, Inc.Condensed Consolidated Statements of Operations(unaudited, in millions, except per share amounts, shares in thousands)         Three Months Ended June 30, Six Months Ended June 30,  2026   2025   2026   2025 Operating income:       Oil income$582  $241  $1,010  $442 Natural gas income 1   10   17   25 Natural gas liquids income 75   36   127   64 Royalty income 658   287   1,154   531 Lease bonus income 11   10   25   11 Lease bonus income—related party 4   —   5   — Other operating income 4   —   4   — Total operating income 677   297   1,188   542 Costs and expenses:       Production and ad valorem taxes 43   21   78   38 Depreciation, depletion, and amortization 195   124   401   191 General and administrative expenses 5   4   13   6 General and administrative expenses—related party 6   3   11   7 Other operating expenses —   10   4   10 Total costs and expenses 249   162   507   252 Income (loss) from operations 428   135   681   290 Other income (expense):       Interest expense, net (24)  (15)  (51)  (28)Gain (loss) on derivative instruments, net —   (29)  18   3 Other income (expense), net (1)  —   (2)  — Total other income (expense), net (25)  (44)  (35)  (25)Income (loss) before income taxes 403   91   646   265 Provision for (benefit from) income taxes 72   7   100   28 Net income (loss) 331   84   546   237 Net income (loss) attributable to non-controlling interest 189   47   307   125 Net income (loss) attributable to Viper Energy, Inc.$142  $37  $239  $112         Net income (loss) attributable to common shares:       Basic$0.73  $0.28  $1.27  $0.89 Diluted$0.73  $0.28  $1.27  $0.89 Weighted average number of common shares outstanding:       Basic 193,733   131,107   187,553   126,045 Diluted 193,733   131,156   187,553   126,160   Viper Energy, Inc.Condensed Consolidated Balance Sheets(unaudited, in millions, except par values and share data)     June 30, December 31,  2026   2025 Assets   Current assets:   Cash and cash equivalents$77  $13 Royalty income receivable (net of allowance for credit losses) 461   262 Royalty income receivable—related party 27   88 Prepaid expenses and other current assets 15   50 Total current assets 580   413 Property:   Oil and natural gas properties:   Proved properties 9,608   9,746 Unproved properties 4,545   4,910 Other property, equipment and land 8   8 Accumulated depletion, depreciation, amortization and impairment (2,856)  (2,455)Property, net 11,305   12,209 Deferred income taxes (net of allowances) 124   33 Other assets 46   16 Total assets$12,055  $12,671 Liabilities and Stockholders’ Equity   Current liabilities:   Accrued liabilities$66  $107 Other current liabilities 25   4 Total current liabilities 91   111 Long-term debt, net 1,678   2,186 Other long-term liabilities 4   11 Total liabilities 1,773   2,308 Stockholders’ equity:   Class A Common Stock, $0.000001 par value: 1,000,000,000 shares authorized; 191,382,620 shares issued and outstanding at June 30, 2026, and 170,942,687 shares issued and outstanding at December 31, 2025 —   — Class B Common Stock, $0.000001 par value: 1,000,000,000 shares authorized; 164,789,844 shares issued and outstanding at June 30, 2026, and 187,023,698 shares issued and outstanding at December 31, 2025 —   — Additional paid-in capital 5,308   4,726 Retained earnings (accumulated deficit) (273)  (278)Total Viper Energy, Inc. stockholders’ equity 5,035   4,448 Non-controlling interest 5,247   5,915 Total equity 10,282   10,363 Total liabilities and stockholders’ equity$12,055  $12,671   Viper Energy, Inc.Condensed Consolidated Statements of Cash Flows(unaudited, in millions)         Three Months Ended June 30, Six Months Ended June 30,  2026   2025   2026   2025 Cash flows from operating activities:       Net income (loss)$331  $84  $546  $237 Adjustments to reconcile net income (loss) to net cash provided by operating activities:       Provision for (benefit from) deferred income taxes 8   (5)  (5)  (6)Depreciation, depletion, and amortization 195   124   401   191 (Gain) loss on derivative instruments, net —   29   (18)  (3)Net cash receipts (payments) on derivatives 16   3   36   12 Other 4   3   6   4 Changes in operating assets and liabilities:       Royalty income receivable (78)  (57)  (199)  (54)Royalty income receivable—related party (10)  2   61   (8)Accrued liabilities 30   (3)  (41)  (7)Other (9)  (8)  28   7 Net cash provided by (used in) operating activities 487   172   815   373 Cash flows from investing activities:       Acquisitions of oil and natural gas properties (103)  (16)  (121)  (279)Acquisitions of oil and natural gas properties—related party —   (758)  (12)  (981)Proceeds from sale of oil and natural gas properties —   —   611   — Net cash provided by (used in) investing activities (103)  (774)  478   (1,260)Cash flows from financing activities:       Proceeds from debt 345   445   520   740 Repayments of debt (270)  (170)  (1,030)  (726)Net proceeds from public offering —   —   —   1,232 Repurchases of shares of Class A Common Stock as part of the repurchase program (132)  (10)  (182)  (10)Repurchases of OpCo Units as part of the repurchase program —   —   (46)  — Dividends to stockholders (133)  (75)  (233)  (160)Dividends to Diamondback (122)  (109)  (215)  (168)Dividends to other non-controlling interest (25)  (8)  (45)  (17)Other 2   (3)  2   (3)Net cash provided by (used in) financing activities (335)  70   (1,229)  888 Net increase (decrease) in cash and cash equivalents 49   (532)  64   1 Cash and cash equivalents at beginning of period 28   560   13   27 Cash and cash equivalents at end of period$77  $28  $77  $28   Viper Energy, Inc.Selected Operating Data(unaudited)       Three Months Ended June 30, 2026 March 31, 2026 June 30, 2025Production Data:     Oil (MBbls) 5,922  5,850  3,787Natural gas (MMcf) 18,949  18,088  10,132Natural gas liquids (MBbls) 3,147  2,899  1,739Combined volumes (Mboe)(1) 12,227  11,764  7,215      Average daily oil volumes (bo/d) 65,077  65,000  41,615Average daily combined volumes (boe/d) 134,363  130,711  79,286      Average sales prices:     Oil ($/Bbl)$98.28 $73.16 $63.64Natural gas ($/Mcf)$0.05 $0.88 $0.99Natural gas liquids ($/Bbl)$23.83 $17.94 $20.70Combined ($/boe)(2)$53.82 $42.16 $39.78      Oil, hedged ($/Bbl)(3)$96.42 $72.31 $62.85Natural gas, hedged ($/Mcf)(3)$1.48 $2.27 $1.58Natural gas liquids ($/Bbl)(3)$23.83 $17.94 $20.70Combined price, hedged ($/boe)(3)$55.12 $43.86 $41.03      Average Costs ($/boe):     Production and ad valorem taxes$3.52 $2.98 $2.91General and administrative - cash component 0.65  0.94  0.69Total operating expense - cash$4.17 $3.92 $3.60      General and administrative - non-cash stock compensation expense$0.25 $0.17 $0.28Interest expense, net$1.96 $2.30 $2.08Depreciation, depletion, and amortization$15.95 $17.51 $17.19 (1)   Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)   Realized price net of all deducts for gathering, transportation and processing.
(3)   Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA is a supplemental non-GAAP (as defined below) financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Viper defines Adjusted EBITDA as net income (loss) attributable to the Company, plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before interest expense, net, non-cash share-based compensation expense, depreciation, depletion and amortization, non-cash (gain) loss on derivative instruments, provision for (benefit from) income taxes and other non-cash or non-recurring operating expenses. Adjusted EBITDA is not a measure of net income as determined by United States’ generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA is useful because it allows them to evaluate Viper’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income, royalty income, cash flow from operating activities or any other measure of financial performance or liquidity presented as determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA.

Viper defines cash available for distribution to the Company’s stockholders generally as an amount equal to its Adjusted EBITDA for the applicable period less cash needed for income taxes payable by Viper for the current period, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Board may deem appropriate, lease bonus income, net of tax, dividend equivalent rights payments, if any, preferred dividends, if any, and further adjusted for the tax impact from divestitures. Management believes cash available for distribution is useful because it allows them to more effectively evaluate Viper’s ability to return capital to stockholders by excluding the impact of non-cash financial items and short-term changes in working capital. Viper’s computations of Adjusted EBITDA and cash available for distribution may not be comparable to other similarly titled measures of other companies or to such measure in its credit facility or any of its other contracts. Through the payment of the dividend for the second quarter of 2026, Viper’s dividend policy also requires the Company to distribute, as variable dividends, at least seventy-five percent (75%) of cash available for distribution less base dividends declared and repurchased shares as part of its share buyback program for the applicable quarter.

The following tables present a reconciliation of the GAAP financial measure of net income (loss) to the non-GAAP financial measures of Adjusted EBITDA and cash available for distribution:

 Viper Energy, Inc.(unaudited, in millions, except per share amounts, shares in thousands)   Three Months Ended June 30, 2026Net income (loss) attributable to Viper Energy, Inc.$142 Net income (loss) attributable to non-controlling interest 189 Net income (loss) 331 Interest expense, net 24 Non-cash share-based compensation expense 3 Depreciation, depletion, and amortization 195 Non-cash (gain) loss on derivative instruments 16 Provision for (benefit from) income taxes 72 Other non-cash or non-recurring expenses 1 Consolidated Adjusted EBITDA 642 Less: Adjusted EBITDA attributable to non-controlling interest 303 Adjusted EBITDA attributable to Viper Energy, Inc.$339   Adjustments to reconcile Adjusted EBITDA to cash available for distribution: Income taxes payable by Viper Energy, Inc. for the current period$(65)Debt service, contractual obligations, fixed charges and reserves (14)Lease bonus income, net of tax (6)Tax impact of divestiture 8 Cash available for distribution to Viper Energy, Inc. stockholders$262   Three Months Ended June 30, 2026 Amounts Amounts Per Common ShareReturn of Capital Reconciliation:   Cash available for distribution to Viper Energy, Inc. stockholders$262 $1.37     Base dividend$73 $0.38 Repurchased common stock and OpCo Units as part of repurchase program(1) 70  0.36 Variable dividend 54  0.29 Return of Capital$197 $1.03     Percent return of capital   75%    Class A common stock outstanding   191,383  (1)   Reflects amounts attributable to the common stockholders’ ownership interest in Viper Energy, Inc.

The following table presents a reconciliation of the GAAP financial measure of income (loss) before income taxes to the non-GAAP financial measure of pre-tax income attributable to the Company. Management believes this measure is useful to investors given it provides the basis for income taxes payable by Viper, which is an adjustment to reconcile Adjusted EBITDA to cash available for distribution to holders of the Company’s Class A common stock.

 Viper Energy, Inc.Pre-tax income attributable to Viper Energy, Inc.(unaudited, in millions)   Three Months Ended June 30, 2026 Income (loss) before income taxes$403 Less: Net income (loss) attributable to non-controlling interest 189 Pre-tax income (loss) attributable to Viper Energy, Inc.$214   Income taxes payable by Viper Energy, Inc. for the current period$65 Effective cash tax rate attributable to Viper Energy, Inc. 30.4% Adjusted net income (loss) is a non-GAAP financial measure equal to net income (loss) attributable to the Company plus net income (loss) attributable to non-controlling interest, further adjusted for non-cash (gain) loss on derivative instruments, net, other non-cash or non-recurring operating expenses, if any, and related income tax adjustments. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company’s performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.

The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to the Company to the non-GAAP financial measure of adjusted net income (loss):

 Viper Energy, Inc.Adjusted Net Income (Loss)(unaudited, in millions, except per share amounts, shares in thousands)   Three Months Ended June 30, 2026 Amounts Amounts Per Diluted ShareNet income (loss) attributable to Viper Energy, Inc.(1)$142  $0.73 Net income (loss) attributable to non-controlling interest 189   0.97 Net income (loss)(1) 331   1.70 Non-cash (gain) loss on derivative instruments, net 16   0.08 Other non-cash or non-recurring expenses 1   0.01 Adjusted income excluding above items(1) 348   1.79 Income tax adjustment for above items (3)  (0.01)Adjusted net income (loss)(1) 345   1.78 Less: Adjusted net income (loss) attributed to non-controlling interests 197   1.02 Adjusted net income (loss) attributable to Viper Energy, Inc.(1)$148  $0.76     Weighted average number of common shares outstanding:   Basic   193,733 Diluted   193,733  (1)   The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of Class A common shares and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to the Company, (ii) less reallocation of earnings attributable to participating securities, if any, and (iii) divided by diluted weighted average Class A common shares outstanding.

NET DEBT

The Company defines the non-GAAP measure of net debt as debt (excluding debt issuance costs, discounts and premiums) less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company’s leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

 June 30, 2026 Net Q2Principal Borrowings/(Repayments) March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 (in millions)Total debt(1)$1,695  $75 $1,620  $2,205  $2,640  $1,105 Cash and cash equivalents (77)    (28)  (13)  (443)  (28)Net debt$1,618    $1,592  $2,192  $2,197  $1,077  (1) Excludes debt issuance costs, discounts & premiums.

Derivatives

As of the date of this news release, the Company had the following outstanding derivative contracts. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent. When aggregating multiple contracts, the weighted average contract price is disclosed.

   Q3 2026 Q4 2026 Q1 2027 Q2 2027 Q3 2027Deferred Premium Puts - WTI (Cushing)(1) 55,000   45,000   40,000   20,000   10,000 Strike$53.86  $50.00  $50.00  $50.00  $50.00 Premium$(1.11) $(1.34) $(1.39) $(1.40) $(1.44)Deferred Premium Puts - WTI / Brent Basis 30,000   30,000   —   —   — Strike$(45.00) $(45.00)  —   —   — Premium$(1.30) $(1.48)  —   —   — Roll Swaps - WTI (Cushing) 15,000   15,000   —   —   — Swap Price$3.97  $3.97   —   —   —  (1) Q3 2026 Deferred Premium Put Options include the impact of 15,000 Bbl/d of WTI put spreads with a floor price of $50 per Bbl and short put price of $55 per Bbl.

   Q3 2026 Q4 2026Costless Collars - Henry Hub 60,000  60,000Floor$2.75 $2.75Ceiling$6.64 $6.64    Q3 2026 Q4 2026 FY 2027Natural Gas Basis Swaps - Waha Hub 80,000   80,000   50,000 Swap Price$(1.99) $(1.74) $(1.40) Investor Contact:

Chip Seale
+1 432.247.6218
[email protected]

Source: Viper Energy, Inc.; Diamondback Energy, Inc.

Q2 performance in line with expectations, delivering sequential margin improvement Successfully executed previously announced pricing actions in North America, with the support of successful new product launches; announced price increases in Latin America Completed the transition to a $2 billion asset based lending facility and issued $2 billion in secured bonds, clearing debt maturities until 2028 and creating financial flexibility Q2 GAAP net earnings margin of 2.1%; GAAP earnings per diluted share of $1.15 Q2 ongoing (non-GAAP) EBIT margin(2) of 1.8%; ongoing earnings (loss) per diluted share(3) of $(0.21) Full year 2026 revenue and margin outlook is unchanged 2026 updated EPS outlook includes full-year GAAP earnings per diluted share of $2.25 to $2.75, and ongoing earnings per diluted share(3)of $2.50 to $3.00, reflecting new interest expense outlook 2026 cash flow outlook includes cash provided by operating activities of approximately $700 million and free cash flow(4) of over $300 million , /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR), today reported second-quarter financial results.

"We are encouraged by the sequential margin expansion achieved in Q2, driven by price increase execution, progress with our cost take-out program and key product innovation. These decisive actions position our business for sustained performance improvement."
MARC BITZER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER 

Earnings Results

Second Quarter Results

2026

2025*

Change

Net sales ($M)

$3,517

$3,773

(6.8) %

Organic net sales ($M)(1)

$3,437

$3,496

(1.7) %

GAAP net earnings available to Whirlpool common shareholders ($M)

$75

$65

14.2 %

Ongoing EBIT(2) ($M)

$62

$200

(69.1) %

GAAP net earnings margin

2.1 %

1.7 %

0.4pts

Ongoing EBIT margin(2)

1.8 %

5.3 %

(3.5pts)

GAAP earnings per diluted share

$1.15

$1.17

(1.7) %

Ongoing earnings (loss) per diluted share(3)

$(0.21)

$1.34

nm

*Includes results from our previously-owned India business

Free Cash Flow

2026

2025

Change

Cash provided by (used in) operating activities ($M)

$(947)

$(702)

$(245)

Free cash flow(4) ($M)

$(1,108)

$(856)

$(252)

"We have taken proactive steps to strengthen our balance sheet and optimize our capital structure. By completing the $2B ABL facility and successfully issuing $2B in secured bonds, we have significantly extended our debt maturity profile and created financial flexibility to support our strategic priorities."
ROXANNE WARNER, CHIEF FINANCIAL OFFICER

SEGMENT REVIEW

SEGMENT INFORMATION ($M)

Q2 2026

Q2 2025

YoY
Change

MDA North America

Net Sales

$2,408

$2,446

(1.5) %

EBIT

$64

$144

(55.4) %

     % of sales

2.7 %

5.9 %

(3.2pts)

MDA Latin America

Net Sales

$868

$806

7.8 %

EBIT

$26

$48

(45.7) %

     % of sales

3.0 %

6.0 %

(3.0pts)

SDA Global

Net Sales

$202

$201

0.5 %

EBIT

$24

$35

(30.8) %

     % of sales

11.9 %

17.3 %

(5.4pts)

MDA: Major Domestic Appliances; SDA: Small Domestic Appliances

MDA NORTH AMERICA

Strong sequential net sales growth of 8% with EBIT margin improvement of 240 bps, primarily driven by successful execution of previously announced pricing actions Excluding currency, net sales decreased 1.5% year-over-year driven by lower volume resulting from industry decline, partially offset by favorable price/mix EBIT margin(5) decreased year-over-year, pressured by volume decline and the unfavorable impact of tariff, raw material inflation and fuel costs, partially offset by favorable price/mix MDA LATIN AMERICA

Excluding currency, net sales decreased 1.7% year-over-year due to negative price mix in Brazil, despite volume increase EBIT margin(5) impacted by unfavorable price/mix, partially supported by favorable Brazil tax-case related gain Announced price increase and structural cost actions to restore margins in Brazil SDA GLOBAL

Excluding currency, net sales decreased 1.2% year-over-year driven by lower retailer  inventory despite strong sell-out EBIT margin(5) in line with expectations, impacted by planned marketing investments and supported by new product launches and direct-to-consumer expansion Underlying demand is positive, with strong sell-out and share gains globally FULL-YEAR 2026 OUTLOOK

Guidance Summary

2025

Reported

2026

Guidance

Net sales ($B)

$15.5

~$15.0

Cash provided by (used in) operating activities
($M)

$470

~$700

Free cash flow ($M)(4)

$81

$300+

GAAP net earnings margin (loss) (%)

2.2 %

~1.0%

Ongoing EBIT margin (%)(2)

4.7 %

~4.0%

GAAP earnings (loss) per diluted share

$5.66

$2.25 - $2.75

Ongoing earnings (loss) per diluted share(3)

$6.23

$2.50 - $3.00

GAAP tax rate

27.5 %

~20.0%

Adjusted (non-GAAP) tax rate

3.5 %

~25.0%

On a full year basis in 2026, our operational outlook is unchanged. EPS is revised to reflect the new interest expense. We expect:

Net sales of approximately $15.0 billion; approximately 1.5% growth vs. 2025 like-for-like(6) net sales of approximately $14.7 billion  GAAP net earnings margin of 1.0% and ongoing (non-GAAP) EBIT margin of approximately 4.0%, driven by our largest price increase in over a decade Structural cost take out to deliver over $150 million or 100 basis points of margin expansion GAAP earnings per diluted share of $2.25 to $2.75 and full-year ongoing earnings per diluted share(3) of $2.50 to $3.00 2026 GAAP tax rate of approximately 20% and adjusted (non-GAAP) tax rate of 25% Cash provided by operating activities of approximately $700 million and free cash flow(4) of over $300 million Net debt below $5.0 billion at year end (1)

A reconciliation of organic net sales, a non-GAAP financial measure, to reported net sales and other important information, appears below.

(2)

A reconciliation of earnings before interest and taxes (EBIT) and ongoing EBIT, non-GAAP financial measures, to reported net earnings (loss) available to Whirlpool, and a reconciliation of EBIT margin and ongoing EBIT margin, non-GAAP financial measures, to net earnings (loss) margin and other important information, appears below.

(3)

A reconciliation of ongoing earnings per diluted share, a non-GAAP financial measure, to reported net earnings (loss) per diluted share available to Whirlpool and other important information, appears below.

(4)

A reconciliation of free cash flow, a non-GAAP financial measure, to cash provided by (used in) operating activities and other important information, appears below.

(5)

Segment EBIT represents our consolidated EBIT broken down by the Company's reportable segments and are metrics used by the chief operating decision maker in accordance with ASC 280. Consolidated EBIT also includes corporate "Other" of $39 million and $(36) million for the second quarters of 2026 and 2025, respectively.

(6)

Like-for-like refers to pro forma results for 2025, which exclude the results of Whirlpool of India from January to November, providing a comparative baseline for 2026 guidance. The like-for-like GAAP net earnings margin and corresponding reconciliation cannot be provided without unreasonable effort or expense. Please see below for a reconciliation of ongoing EBIT for the full year to GAAP net earnings.

ABOUT WHIRLPOOL CORPORATION

Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, the company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2025, the company reported approximately $16 billion in annual net sales - close to 90% of which were in the Americas - 41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com. 

WEBSITE DISCLOSURE

We routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

WHIRLPOOL ADDITIONAL INFORMATION

This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries ("Whirlpool") within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Whirlpool intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with those safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and related costs, supply chain, portfolio transformation expectations, India transaction expectations, asset impairment, new product introduction benefits, trade and tariffs, litigation, ESG efforts, debt repayment and dividend expectations, share position, trade customer inventory expectations, cost take-out, manufacturing investment benefits, and the impact of housing recovery-related benefits on our operations are forward-looking statements and should be evaluated as such. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "margin lift," and similar words or expressions. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Whirlpool disclaims any obligation to update these statements. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our Mandatory Convertible Preferred Stock; (28) the liquidation preference of our Mandatory Convertible Preferred Stock above our common stock; (29) reduced operational flexibility under our Senior Secured Second Lien Notes due 2031 and 2034; and (30) reduced operational flexibility and liquidity availability under our Asset-Based loan facility.

WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THE PERIODS ENDED JUNE 30 
(Millions of dollars, except per share data)

Three Months Ended

Six Months Ended

2026

2025

2026

2025

Net sales

$    3,517

$    3,773

$      6,790

$       7,393

Expenses

Cost of products sold

3,075

3,162

5,933

6,176

Gross margin

442

610

857

1,217

Selling, general and administrative

371

397

730

803

Intangible amortization

6

7

12

13

Restructuring costs

41

2

73

11

Loss (gain) on sale and disposal of businesses

(139)

—

(139)

—

Operating profit

163

204

181

389

Other (income) expense

Interest and sundry (income) expense

5

(4)

(3)

(36)

Interest expense

63

86

140

164

Earnings (loss) before income taxes

96

121

45

260

Income tax expense (benefit)

3

29

17

72

Equity method investment income (loss), net of tax

(5)

(18)

(22)

(35)

Net earnings (loss)

88

75

6

153

  Less: Net earnings (loss) available to noncontrolling interests

—

9

—

17

Net earnings (loss) available to Whirlpool shareholders

$        88

$        65

$            6

$         137

  Less: Mandatory convertible preferred stock dividends
  accumulated during the period

13

—

17

—

Net earnings (loss) available to Whirlpool common shareholders

$        75

$        65

$         (11)

$         137

Per share of common stock

Basic net earnings (loss) available to Whirlpool

$      1.15

$      1.17

$      (0.17)

$         2.46

Diluted net earnings (loss) available to Whirlpool

$      1.15

$      1.17

$      (0.17)

$         2.45

Dividends declared

$         —

$      1.75

$       0.90

$         3.50

Weighted-average shares outstanding (in millions)

Basic

65.0

55.9

62.3

55.7

Diluted

65.2

56.1

62.3

55.9

WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Millions of dollars, except share data)

June 30, 2026

December 31, 2025

(Unaudited)

Assets

Current assets

Cash and cash equivalents

$           1,239

$              669

Accounts receivable, net of allowance of $59 and $56, respectively

1,237

1,276

Inventories

2,219

2,307

Prepaid and other current assets

1,012

654

Assets held for sale

49

17

Total current assets

5,756

4,924

Property, net of accumulated depreciation of $5,675 and $5,547,
respectively

2,230

2,194

Right of use assets

1,085

796

Goodwill

3,103

3,103

Investment in affiliated companies

836

827

Other intangibles, net of accumulated amortization of $475 and $464,
respectively

2,552

2,563

Deferred income taxes

1,349

1,327

Other noncurrent assets

416

266

Total assets

$         17,326

$          16,001

Liabilities and stockholders' equity

Current liabilities

Accounts payable

$           3,250

$            3,704

Accrued expenses

387

448

Accrued advertising and promotions

391

755

Employee compensation

177

208

Notes payable

16

351

Current maturities of long-term debt

212

586

Other current liabilities

577

460

Total current liabilities

5,009

6,513

Noncurrent liabilities

Long-term debt

6,840

5,583

Pension benefits

90

64

Postretirement benefits

92

92

Lease liabilities

989

669

Other noncurrent liabilities

382

365

Total noncurrent liabilities

8,393

6,773

Stockholders' equity

Mandatory convertible preferred stock, 8.50% Series A, $1 par
value, 10 million shares authorized; 575 thousand issued and
outstanding as of June 30, 2026; none issued and outstanding as
of December 31, 2025; aggregate liquidation preference $575

1

—

Common stock, $1 par value, 250 million shares authorized, 73
million and 65 million shares issued, respectively, and 65 million
and 56 million shares outstanding, respectively

73

65

Additional paid-in capital

4,566

3,485

Retained earnings

1,262

1,330

Accumulated other comprehensive loss

(1,476)

(1,624)

Treasury stock, 8 million and 9 million shares, respectively

(492)

(530)

Total Whirlpool stockholders' equity

3,933

2,726

Noncontrolling interests

(11)

(11)

Total stockholders' equity

3,923

2,715

Total liabilities and stockholders' equity

$         17,326

$          16,001

WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE PERIODS ENDED JUNE 30 
(Millions of dollars)

Six Months Ended

2026

2025

Operating activities

Net earnings (loss)

$        6

$     153

Adjustments to reconcile net earnings to cash provided by (used in) operating activities:

Depreciation and amortization

185

163

Loss (gain) on sale and disposal of businesses

(139)

—

Equity method investment (income) loss, net of tax

22

35

Share based compensation and other

50

86

Changes in assets and liabilities:

Accounts receivable

(17)

(21)

Inventories

108

(527)

Accounts payable

(515)

(134)

Accrued advertising and promotions

(368)

(284)

Accrued expenses and current liabilities

(61)

(29)

Taxes deferred and payable, net

(60)

(16)

Accrued pension and postretirement benefits

11

(1)

Employee compensation

(37)

(31)

Other

(132)

(96)

Cash provided by (used in) operating activities

(947)

(702)

Investing activities

Capital expenditures

(162)

(154)

Purchase of previously leased assets

(157)

—

Proceeds from sale of assets and businesses

195

—

Cash provided by (used in) investing activities

(123)

(154)

Financing activities

Net proceeds from borrowings of long-term debt

1,972

1,200

Net repayments of long-term debt

(1,053)

(1,550)

Net proceeds (repayments) from short-term borrowings

(334)

1,142

Dividends paid

(68)

(194)

Common stock issuance, net of issuance costs

524

—

Mandatory convertible preferred stock issuance, net of issuance costs

557

—

Other

12

(15)

Cash provided by (used in) financing activities

1,610

583

Effect of exchange rate changes on cash and cash equivalents

30

67

Increase (decrease) in cash and cash equivalents

570

(207)

Cash and cash equivalents at beginning of year

669

1,275

Cash and cash equivalents at end of period (1)

$  1,239

$   1,068

(1) Cash and cash equivalents at the end of period include $212 million which was restricted to execute a debt payment which occurred on July 1, 2026.

SUPPLEMENTAL INFORMATION - CONSOLIDATED FINANCIAL STATEMENTS RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES 
(Millions of dollars except per share data) (Unaudited)

We supplement the reporting of our financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial measures, some of which we refer to as "ongoing" measures. These measures may include earnings before interest and taxes (EBIT), EBIT margin, ongoing EBIT, ongoing EBIT margin, ongoing earnings per diluted share, ongoing EBITDA, adjusted effective tax rate, organic net sales, net debt leverage (Net Debt/Ongoing EBITDA), return on invested capital (ROIC) and free cash flow.

Ongoing measures exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.

Sales excluding foreign currency: Current period net sales translated in functional currency, to U.S. dollars using the applicable prior period's exchange rate compared to the applicable prior period net sales. Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations.

Organic net sales: Sales excluding the impact of certain acquisitions or divestitures, and foreign currency. Management believes that organic net sales provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations and certain acquisitions and/or divestitures.

Ongoing EBIT margin: Ongoing earnings before interest and taxes divided by net sales. Ongoing measures exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.

Ongoing earnings per diluted share: Diluted net earnings per share from continuing operations, adjusted to exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations. Ongoing measures provide a better baseline for analyzing trends in our underlying businesses.

Ongoing EBITDA: Ongoing earnings before interest, taxes, depreciation and amortization. Ongoing measures exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.

Net debt leverage: Net debt to ongoing earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio is net debt outstanding, including long-term debt, current maturities of long-term debt, and notes payable, less cash and cash equivalents, divided by ongoing EBITDA. Management believes that net debt leverage provides stockholders with a view of our ability to generate earnings sufficient to service our debt.

Return on invested capital: Ongoing EBIT after taxes divided by total invested capital, defined as total assets less non-interest bearing current liabilities (NIBCLS). NIBCLS is defined as current liabilities less current maturities of long-term debt and notes payable. This ROIC definition may differ from other companies' methods and therefore may not be comparable to those used by other companies. Management believes that ROIC provides stockholders with a view of capital efficiency, a key driver of stockholder value creation.

Adjusted effective tax rate: Effective tax rate, excluding pre-tax income and tax effect of certain unique items. Management believes that adjusted tax rate provides stockholders with a meaningful, consistent comparison of the Company's effective tax rate, excluding the pre-tax income and tax effect of certain unique items.

Free cash flow: Cash provided by (used in) operating activities less capital expenditures. Management believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing the Company's ability to fund its activities and obligations.

Whirlpool does not provide a non-GAAP reconciliation for its forward-looking long-term value creation goals, such as EBIT, free cash flow conversion, ROIC and net debt leverage, as these long-term management goals are not annual guidance, and the reconciliation of these long-term measures would rely on market factors and certain other conditions and assumptions that are outside of the Company's control.

We believe that these non-GAAP measures provide meaningful information to assist investors and stockholders in understanding our financial results and assessing our prospects for future performance, and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP financial measures, provide a more complete understanding of our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These ongoing non-GAAP financial measures should not be considered in isolation or as a substitute for reported net earnings available to Whirlpool per diluted share, net earnings, net earnings available to Whirlpool, net earnings margin, return on assets, net sales, effective GAAP tax rate and cash provided by (used in) operating activities, the most directly comparable GAAP financial measures.

We also disclose segment EBIT as an important financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280 - Segment Reporting.

GAAP net earnings available to Whirlpool per basic or diluted share (as applicable) and ongoing earnings per diluted share are presented net of tax, while individual adjustments in each reconciliation are presented on a pre-tax basis; the income tax impact line item aggregates the tax impact for these adjustments. The tax impact of individual line item adjustments may not foot precisely to the aggregate income tax impact amount, as each line item adjustment may include non-taxable components. Historical quarterly earnings per share amounts are presented based on a normalized tax rate adjustment to reconcile quarterly tax rates to full-year tax rate expectations. We strongly encourage investors and stockholders to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

SECOND-QUARTER 2026 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool common shareholders and net earnings (loss) per diluted share available to Whirlpool common shareholders, for the three months ended June 30, 2026. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool common shareholders by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our second-quarter GAAP tax rate was 3.5%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our second-quarter adjusted tax rate (non-GAAP) of 25.0%.

Three Months Ended

Earnings Before Interest & Taxes Reconciliation:

June 30, 2026

Net earnings (loss) available to Whirlpool common shareholders

$                     75

Mandatory convertible preferred stock dividends accumulated during
the period

13

Net earnings (loss) available to noncontrolling interests

—

Income tax expense (benefit)

3

Interest expense

63

Earnings before interest & taxes

$                   154

Net sales

$                 3,517

Net earnings (loss) margin

2.1 %

Results classification

Earnings before
interest & taxes

Earnings per
diluted share

Reported measure

$             154

$               1.15

Restructuring expense (a)

Restructuring costs

41

0.63

Impact of M&A 
transactions (c)

Selling, general and
administrative & 
(Gain) loss on sale and 
disposal of business

(133)

(2.04)

Income tax impact

0.35

Normalized tax rate
adjustment (f)

(0.30)

Ongoing measure

$               62

$             (0.21)

Net sales

$           3,517

Ongoing EBIT margin

1.8 %

Note: Numbers may not reconcile due to rounding.

SECOND-QUARTER 2025 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the three months ended June 30, 2025. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our second-quarter GAAP tax rate was 23.9%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our second-quarter adjusted tax rate (non-GAAP) of 22.5%.

Three Months Ended

Earnings Before Interest & Taxes Reconciliation:

June 30, 2025

Net earnings (loss) available to Whirlpool

$                     65

Net earnings (loss) available to noncontrolling interests

9

Income tax expense (benefit)

29

Interest expense

86

Earnings before interest & taxes

$                   190

Net sales

$                 3,773

Net earnings (loss) margin

1.7 %

Results classification

Earnings before
interest & taxes

Earnings per
diluted share

Reported measure

$             190

$               1.17

Restructuring expense (a)

Restructuring costs

2

0.03

Impact of M&A 
transactions (c)

Selling, general and
administrative

8

0.15

Income tax impact

(0.04)

Normalized tax rate
adjustment (f)

0.03

Ongoing measure

$             200

$               1.34

Net sales

$           3,773

Ongoing EBIT margin

5.3 %

Note: Numbers may not reconcile due to rounding.

FIRST-QUARTER 2026 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool common shareholders and net earnings (loss) per diluted share available to Whirlpool common shareholders, for the three months ended March 31, 2026. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool common shareholders by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our first-quarter GAAP tax rate was (26.9)%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our first-quarter adjusted tax rate (non-GAAP) of 25.0%.

Three Months Ended

Earnings Before Interest & Taxes Reconciliation:

March 31, 2026

Net earnings (loss) available to Whirlpool common shareholders

$                    (85)

Mandatory convertible preferred stock dividends accumulated during
the period

4

Net earnings (loss) available to noncontrolling interests

—

Income tax expense (benefit)

14

Interest expense

77

Earnings before interest & taxes

$                      9

Net sales

$                 3,273

Net earnings (loss) margin

(2.6) %

Results classification

Earnings before
interest & taxes

Earnings per
diluted share

Reported measure

$                9

$             (1.43)

Restructuring expense (a)

Restructuring costs

32

0.54

Impact of M&A 
transactions (c)

Selling, general and
administrative

2

0.04

Income tax impact

(0.15)

Normalized tax rate
adjustment (f)

0.44

Ongoing measure

$               44

$             (0.56)

Net sales

$           3,273

Ongoing EBIT margin

1.3 %

Note: Numbers may not reconcile due to rounding.

FULL-YEAR 2025 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE 

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the twelve months ended December 31, 2025. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our full-year GAAP tax rate was 27.5%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our full-year adjusted tax (non-GAAP) rate of 3.5%.

Twelve Months
Ended

Earnings Before Interest & Taxes Reconciliation:

December 31, 2025

Net earnings (loss) available to Whirlpool

$                   318

Net earnings (loss) available to noncontrolling interests

23

Income tax expense (benefit)

142

Interest expense

341

Earnings before interest & taxes

$                   824

Net sales

$               15,524

Net earnings (loss) margin

2.2 %

Results classification

Earnings before
interest & taxes

Earnings per
diluted share

Reported measure

$             824

$               5.66

Restructuring expense (a)

Restructuring costs

63

1.12

Impairment of goodwill, intangibles and other 
assets (b)

Impairment of goodwill
and other intangibles

106

1.89

Impact of M&A 
transactions (c)

(Gain) loss on sale and
disposal of businesses &
Selling, general and
administrative
Interest and sundry 
(income) expense

(251)

(4.47)

Legacy EMEA legal matters
(d)

Interest and sundry
(income) expense

2

0.04

Equity method investee -
restructuring charges (e)

Equity method investment
income (loss), net of tax*

(15)

(0.26)

Total income tax impact

0.06

Normalized tax rate adjustment (f)

2.19

Ongoing measure

$             729

$               6.23

Net Sales

$         15,524

Ongoing EBIT Margin

4.7 %

Note: Numbers may not reconcile due to rounding.

*Equity method investment in the Earnings before interest & taxes column is presented as (income) loss

FULL-YEAR 2024 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the twelve months ended December 31, 2024. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our full-year GAAP tax rate was (5.5)%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our full-year adjusted tax (non-GAAP) rate of (28.6)%.

Twelve Months
Ended

Earnings Before Interest & Taxes Reconciliation:

December 31, 2024

Net earnings (loss) available to Whirlpool

$                  (323)

Net earnings (loss) available to noncontrolling interests

18

Income tax expense (benefit)

10

Interest expense

358

Earnings before interest & taxes

$                     63

Net sales

$               16,607

Net earnings (loss) margin

(1.9) %

Results classification

Earnings before
interest & taxes

Earnings per
diluted share

Reported measure

$               63

$             (5.87)

Restructuring expense (a)

Restructuring costs

79

1.44

Impairment of goodwill, intangibles and other 
assets (b)

Impairment of goodwill
and other intangibles

381

6.92

Impact of M&A 
transactions (c)

(Gain) loss on sale and
disposal of businesses &
Selling, general and
administrative

292

5.30

Legacy EMEA legal matters
(d)

Interest and sundry
(income) expense

(2)

(0.04)

Equity method investee -
restructuring charges (e)

Equity method investment
income (loss), net of tax*

74

1.34

Total income tax impact

4.28

Normalized tax rate adjustment (f)

(1.16)

Ongoing measure

$             887

$             12.21

Net Sales

$         16,607

Ongoing EBIT Margin

5.3 %

Note: Numbers may not reconcile due to rounding.

*Equity method investment in the Earnings before interest & taxes column is presented as (income) loss

FULL-YEAR 2026 OUTLOOK FOR ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE 

The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings available to Whirlpool common shareholders and net earnings per diluted share available to Whirlpool common shareholders, for the twelve months ending December 31, 2026. Net earnings margin is calculated by dividing net earnings available to Whirlpool common shareholders by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our anticipated full-year GAAP tax rate is approximately 20.0%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our anticipated full-year adjusted tax (non-GAAP) rate of approximately 25.0%.

Twelve Months Ending

Earnings Before Interest & Taxes Reconciliation:

December 31, 2026

Net earnings (loss) available to Whirlpool common shareholders

                ~$150  

Mandatory convertible preferred stock dividends accumulated during 
the period

                   ~40  

Net earnings available to noncontrolling interests

—

Income tax expense (benefit)

                   ~50  

Interest expense

                  ~350  

Earnings before interest & taxes

                ~$590  

Net sales

            ~$15,000 

Net earnings margin

 ~1.0   %

Twelve Months Ending

December 31, 2026

Results classification

Earnings before
interest & taxes*

Earnings per
diluted share

Reported measure

              ~$590  

$2.25 - $2.75

Restructuring Expense

Restructuring Costs

                ~175  

               ~2.70       

Impact of M&A
transactions(1)

Selling, general and
administrative & 
(Gain) loss on sale and 
disposal of business

(135)

(2.10)

Total income tax impact

(0.15)

Normalized tax rate
adjustment (f)

(0.20)

Ongoing measure

              ~$630  

$2.50 - $3.00

Net Sales

          ~$15,000 

Ongoing EBIT Margin

 ~4.0   %

Note: Numbers may not reconcile due to rounding.

FOOTNOTES

a.

RESTRUCTURING EXPENSE - On July 1, 2026, the Company announced restructuring actions related to the closure of its Supsa manufacturing facility in Apodaca, Mexico which is expected to cease production by the second quarter of 2027. The company incurred $33 million in related expenses in the second quarter of 2026.

In March 2026, the Company committed to workforce reduction plans and multi-region footprint optimization plans in the United States and globally, in an effort to reduce complexity and simplify our organization. The plan includes severance and impairment charges. Total costs for these actions in the second quarter of 2026 were $3 million.

In the second quarter of 2026, the company incurred an additional $5 million in other restructuring for previously approved restructuring actions.

In the first and third quarters of 2025, restructuring actions were announced related to organizational simplification efforts. In Q4, we incurred $46 million in costs related to multi-region footprint optimization with full-year costs totaling $63 million.

In March 2024, the Company committed to workforce reduction plans in the United States and globally, in an effort to reduce complexity and simplify our organizational model after the European major domestic appliance transaction. The workforce reduction plans included involuntary severance actions as of the end of the first quarter of 2024. Total costs for these actions were $21 million, of which we incurred $14 million in employee termination costs and $7 million in other associated costs.

During the second quarter of 2024, the Company evaluated additional restructuring actions as part of the Company's organizational simplification efforts. Total costs for these actions were $58 million, which were primarily employee termination costs.

b.

IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER ASSETS - During the fourth quarter of 2025, we determined the carrying value of the JennAir trademark exceeded its fair value, resulting in an impairment charge of $106 million.

During the fourth quarter of 2024, we determined that the carrying value of the Maytag trademark exceeded its fair value, resulting in an impairment charge of $381 million.

c.

IMPACT OF M&A TRANSACTIONS - In June 2026, we reached an agreement with Arcelik to sell Whirlpool's remaining 25% stake in Beko to Beko BV (a subsidiary of Arcelik), accelerate and terminate certain deferred rights related to the August 2022 divestiture of our Russian business, and simplify and eliminate certain long-term obligations and liabilities between Whirlpool and Arcelik. Furthermore, Whirlpool received cash consideration and acquired a ~2.9% equity stake in Arcelik under the terms of the agreement. In connection with the transaction, we received net cash proceeds of $84 million and recorded a gain of $139 million for the three months ended June 30, 2026. The total transaction amount includes $82 million from the sale of our Beko stake, $46 million from the termination of the Russia agreement, and $11 million from the release of previously accrued indemnities and other comprehensive income.

In the fourth quarter of 2025, we sold an 11% stake in our India business and deconsolidated, resulting in a gain of $251 million. In the second quarter of 2026 we incurred $2 million in related M&A transaction costs. In addition, in the first through third quarter of 2025, we incurred $15 million in related M&A transaction costs that are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

Additionally, the Company incurred other unique transaction related costs related to portfolio transformation for $4 million for the three months ended June 30, 2026. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

The Company incurred unique transaction related costs related to portfolio transformation for a total of $5 million for the three months ended March 31, 2025.

Additionally, in the third quarter of 2025, we released a $30 million reserve related to an indemnity that is no longer considered probable. This gain is recorded in Loss (Gain) on Sale and Disposal of Businesses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

On January 16, 2023, the Company signed a contribution agreement to contribute our European major domestic appliance business into a newly formed entity with Arcelik. In connection with the transaction, which closed on April 1, 2024, the Company recorded a loss on disposal of $298 million for the twelve months ended December 31, 2024.

The Company incurred other unique transaction related costs related to portfolio transformation for $28  million for the twelve months ended December 31, 2024. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

In the third quarter of 2024, we recorded a gain of $34 million related to the sale of the Company's Brastemp-branded water filtration subscription business related to our portfolio transformation

d.

LEGACY EMEA LEGAL MATTERS - During the second quarter of 2025 and fourth quarter of 2024 we recorded immaterial amounts related to legacy matters of our European major domestic appliance business.

e.

EQUITY METHOD INVESTEE - RESTRUCTURING CHARGES - During the fourth quarter of 2024, we recorded our proportionate share of restructuring charges related to certain previously announced restructuring actions by our European equity method investee. During the fourth quarter of 2025, we reversed $15 million of this provision.

f.

NORMALIZED TAX RATE ADJUSTMENT - During the second quarter of 2026, the Company calculated a GAAP tax rate of 3.5%. Ongoing earnings per share was calculated using an adjusted tax rate of 25.0%, which excludes the tax impacts related to M&A transaction costs and restructuring actions.

For the full year 2025, the Company calculated a GAAP tax rate of 27.5%. Ongoing earnings per share was calculated using an adjusted tax rate of 3.5%, which excludes the tax impacts related to M&A transactions, the JennAir intangible impairment charge, and restructuring actions.

For the full year 2024, the Company calculated a GAAP tax rate of (5.5)%. Ongoing earnings per share was calculated using an adjusted tax rate of (28.6)%, which excludes the tax impacts related to M&A transactions, the Maytag intangible impairment charge, and certain other tax impacts related to the Europe transaction.

Additionally, in the full-year 2026 outlook, the Company calculated ongoing earnings per share using a full-year adjusted tax (non-GAAP) rate of approximately 25.0%.

NET SALES AND ONGOING EBIT EXCLUDING MDA INDIA 2025 

The reconciliation provided below reconciles the impact of removing MDA India from our net sales and ongoing EBIT for the twelve months ended December 31, 2025 for the Whirlpool business. Please see elsewhere in this Supplemental Information section for a reconciliation of Ongoing EBIT to GAAP reported net earnings (loss) available to Whirlpool.

2025 As
Reported

MDA India*

2025 
Like-for-Like

Net Sales (in billions)

$15.5

$0.8

            ~$14.7  

Ongoing EBIT (in millions)

$729

$41

            ~$688  

Ongoing EBIT Margin

4.7 %

5.0 %

 ~4.7   %

Note: Numbers may not reconcile due to rounding.

*2025 India financial data (unaudited).

NET SALES AND ONGOING EBIT EXCLUDING MDA EUROPE 2024 FIRST QUARTER AND MDA INDIA 2024 DECEMBER

The reconciliation provided below reconciles the impact of removing Q1 MDA Europe from our net sales and ongoing EBIT for the twelve months ended December 31, 2024 for the Whirlpool business. Please see elsewhere in this Supplemental Information section for a reconciliation of Ongoing EBIT to GAAP reported net earnings (loss) available to Whirlpool.

2024 As

Reported

Q1 2024

MDA Europe*

2024 MDA

India**

2024

Like-for-Like

Net Sales (in billions)

$16.6

$0.8

$0.9

       ~$14.9  

Ongoing EBIT (in millions)

$887

($9)

$32

        ~$864  

Ongoing EBIT Margin

5.3 %

(1.1) %

3.6 %

 ~5.8   %

Note: Numbers may not reconcile due to rounding.

*Q1 historical segment financial data (unaudited).

**India financial data (unaudited).

Net Sales Year Over Year Change Walk

The reconciliation provided below reconciles the year over year change in net sales percentage utilizing like-for-like net sales figures.

Net Sales

Twelve Months Ended December 31,

(Approximate impact in
billions of dollars)

2024 Like-for-Like

$14.9

2025 Like-for-Like

$14.7

YoY Change

(1.4) %

2025 Like-for-Like

$14.7

2026 Outlook

$15.0

YoY Change

1.5 %

Note: Numbers may not reconcile due to rounding.

FREE CASH FLOW

Free cash flow is cash provided by (used in) operating activities after capital expenditures. The reconciliation provided below reconciles six months ended June 30, 2026 and 2025 and 2026 full-year free cash flow with cash provided by (used in) operating activities, the most directly comparable GAAP financial measure. Free cash flow as a percentage of net sales is calculated by dividing free cash flow by net sales.

Six Months Ended

June 30,

(millions of dollars)

2026

2025

2026 Outlook

Cash provided by (used in) operating activities

$       (947)

$       (702)

             ~$700        

Capital expenditures

(162)

(154)

              (~400)

Free cash flow

$    (1,108)

$       (856)

$300+

Cash provided by (used in) investing activities*

$       (123)

$       (154)

Cash provided by (used in) financing activities*

$     1,610

$        583

*Financial guidance on a GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because in order to prepare any such estimate or projection, the Company would need to rely on market factors and certain other conditions and assumptions that are outside of its control.

EQUITY METHOD INVESTMENT INCOME (LOSS), NET OF TAX

The reconciliation provided below reconciles the non-GAAP financial measure ongoing equity method investment income (loss), net of tax to GAAP reported equity method investment income (loss), net of tax, for the three months ended June 30, 2025 and 2026 for the Whirlpool business.

Three Months Ended

June 30,

2026

2025

Equity method investment income (loss), net of tax

$                      (5)

$                    (18)

Equity method investee - M&A charges

4

—

Ongoing Measure

$                      (1)

$                    (18)

Note: Numbers may not reconcile due to rounding.

ORGANIC NET SALES

The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended June 30, 2025 and 2026 for the Whirlpool business.

Three Months Ended

June 30,

(Approximate impact in millions of dollars)

2026

2025

Change

Net Sales

$        3,517

$        3,773

(6.8) %

Less: India Sales

—

277

Less: Currency

80

—

Organic Net Sales

$        3,437

$        3,496

(1.7) %

Note: Numbers may not reconcile due to rounding.

SOURCE Whirlpool Corporation