Market Signal Briefing

Bitcoin price is sitting just below the $90,000 mark, caught in a narrow range after a turbulent week shaped more by global headlines than by anything happening inside the crypto market itself. The latest pullback wasn’t triggered by on-chain stress or a breakdown in demand, but by a short-lived shift in risk sentiment tied to political noise and renewed trade concerns.

That wave of uncertainty briefly pushed Bitcoin lower, as investors across stocks and crypto took a more defensive stance. BTC price slipped back into the $85,000-$90,000 region not because the market lost conviction, but because macro conditions temporarily dominated the narrative. However, the sell-off lacked continuation and that is where the narrative begins to shift.

Smart Money and Whales Absorb Supply Near the $90K BattlegroundCapital flows around Bitcoin’s price range around $90k show a clear divergence between short-term traders and large holders. Data indicates that more than $3.2 billion in smart money inflows entered Bitcoin during the latest consolidation phase, suggesting that funds and long-term allocators have been actively increasing exposure while price remains capped below resistance.

At the same time, on-chain activity highlights sustained accumulation from large wallets on centralized exchanges. One notable pattern has been repeated buying from a major Bitfinex-linked whale address, which has consistently absorbed BTC near the $90,000 zone, effectively soaking up sell-side liquidity during periods of intraday weakness.

Rather than distributing into strength, these large players appear to be defending the current range, turning $88,000–$92,000 into a high-conviction accumulation zone.This flow behavior reflects a classic positioning phase, as retail reduces risk into uncertainty, while institutional capital builds exposure at key market levels. 

Bitcoin Price Structure Shows Compression Inside a Macro TrendBitcoin price remains firmly inside a long-term ascending trend channel that has guided the market for more than two years. Every major retracement during this period has respected the lower boundary of this structure before transitioning into renewed upside momentum.Currently, BTC price is consolidating near the lower-mid region of that macro channel.

The recent sequence of higher highs followed by shallow recoveries points to volatility contraction, not breakdown. Liquidity continues to cluster around the $90,000 handle, reinforcing it as a critical structural pivot for the market. As long as BTC price holds above the lower boundary of its trend channel, the broader structure remains positive, with the current phase resembling a base-building process inside an ongoing bull cycle.

As global risk sentiment improved, traditional markets rebounded and capital rotated back into higher-risk assets. Bitcoin price may see a reversal rally toward $95,000 followed by $97,000 in the near sessions. While the broader targets were around $120k and $160k per the trend setup, However, in case of further retracement, BTC price may retest the support zones of $85,000-$88,000.

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Opinion by: Youssef El Maddarsi, chief business officer of Naoris Protocol

​Some Bitcoin (BTC) advocates argue that the network faces no meaningful quantum threat in the immediate future, pointing to emerging NIST-approved post-quantum standards and suggesting that Bitcoin can simply upgrade long before any cryptographically relevant quantum computer appears. This confidence relies on the risky assumption that the quantum threat begins only once a machine can break keys in real time. Adam Back argued that Bitcoin has at least 20-40 years to ready itself, but the quantum threat is already active today.

Bitcoin cannot rely on a leisurely multi-decade upgrade path.

Some readers may strongly object to this, insisting that quantum timelines are still too uncertain to justify urgent action and that raising alarms risks inducing unnecessary fear. The facts do not support complacency.

IBM recently made a major leap toward practical quantum computing with its new generation of chips, claiming that these processors and their faster error-correction methods could enable the company to reach quantum advantage during 2026 and deliver early fault-tolerant systems by 2029. So, the race is intensifying.

Vitalik Buterin said at a 2025 Devconnect conference that quantum computers could break elliptic-curve cryptography sooner than expected, possibly even before the 2028 US election, and advocated for Ethereum to transition to quantum-resistant cryptography within a few years. This contradicts the comfortable narrative from some Bitcoin enthusiasts, showing that even Ethereum’s founder thinks the quantum timeline is much tighter than people want to believe.

​Quantum risk is already market-relevantDeloitte also recently reported that roughly 4 million BTC, around 25% of all usable supply, sit in addresses that expose public keys vulnerable to quantum attacks. Researchers have long warned that a sufficiently advanced quantum computer could derive private keys from exposed public keys using Shor’s algorithm, enabling attackers to instantly drain legacy wallets.

This isn’t unique to Bitcoin. Ethereum and most blockchains today rely on elliptic curve cryptography, and quantum will shatter that. Buterin has already outlined emergency procedures for the day quantum computers crack Ethereum accounts.

​The “we can upgrade later” argument fails in practiceThe argument that Bitcoin has decades to prepare for the quantum threat rests on the belief that it can simply adopt the National Institute of Standards and Technology’s (NIST) post-quantum cryptography standards before any meaningful attack becomes possible, but upgrading Bitcoin is not a trivial patch. It’s a fundamental overhaul of the protocol’s signature scheme. According to researchers at the University of Kent, upgrading Bitcoin to a quantum-resistant cryptosystem could require up to 75 days of downtime, possibly over 300 days if the network must operate at reduced capacity to limit attack vectors during migration. A prolonged global outage for a trillion-dollar asset class is not something the industry can consider an acceptable “in time” fix.

Even if Bitcoin were technically capable of migrating smoothly, political reality poses another barrier. Bitcoin’s governance culture is famously resistant to change, as evidenced by the years of debate and coordination required for Taproot, a relatively modest upgrade. A mandatory, high-stakes migration to an entirely new cryptographic foundation would spark ideological conflict, potential chain splits and long-term uncertainty. The idea that such an overhaul could be comfortably executed decades from now ignores the adversarial dynamics Bitcoin has faced with far simpler upgrades.

​Meanwhile, the quantum timeline is accelerating faster than many expect. The European Commission and EU member states recently released a coordinated roadmap to transition the bloc’s digital infrastructure to post-quantum cryptography (PQC), recognizing the threat quantum computers pose to existing encryption. The plan sets a unified timeline: All member states must begin national PQC strategies and initial migration steps by 2026; critical infrastructure and other high-risk sectors must adopt quantum-resistant encryption by 2030; and, by 2035, the PQC transition should be completed for all systems that can feasibly be upgraded.​

The market effect of a delayed transition could be catastrophicWhat makes this threat particularly urgent for crypto is the market effect of a mishandled transition. If an attacker used quantum hardware to derive private keys from dormant Bitcoin wallets, they could suddenly move millions of long-inactive coins, flooding exchanges and collapsing price levels. Similarly, a malicious quantum miner who could consistently solve Bitcoin’s proof-of-work puzzles would undermine mining decentralization, turning a global industry into an oligopoly dominated by quantum-equipped actors. These risks would reshape market structure long before any theoretical 20-to-40-year safe window.

Post-quantum cryptography is absolutely necessary, but it must be adopted before adversaries develop the hardware, not after. NIST standards provide a roadmap, not a guarantee. The transition path will be long, contentious and disruptive. Pretending it can be postponed for decades risks leaving Bitcoin and the broader crypto ecosystem exposed to the most significant security challenge of the century.

The crypto industry has spent 15 years defending decentralization, trustlessness and user sovereignty. Quantum computing now poses a new challenge: whether the industry acts proactively or waits for a crisis to prompt action. The cost of being wrong is far greater than the cost of preparing early.

Many may believe Bitcoin has decades of runway. The evidence points to a different conclusion: The quantum clock is already ticking, and the market is quietly adjusting. The only question is whether the industry will move before it runs out of time.

Opinion by: Youssef El Maddarsi, chief business officer of Naoris Protocol.

This opinion article presents the contributor’s expert view and it may not reflect the views of Cointelegraph.com. This content has undergone editorial review to ensure clarity and relevance, Cointelegraph remains committed to transparent reporting and upholding the highest standards of journalism. Readers are encouraged to conduct their own research before taking any actions related to the company.

This opinion article presents the contributor’s expert view and it may not reflect the views of Cointelegraph.com. This content has undergone editorial review to ensure clarity and relevance, Cointelegraph remains committed to transparent reporting and upholding the highest standards of journalism. Readers are encouraged to conduct their own research before taking any actions related to the company.

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

Crypto lawyer Bill Morgan has punctured the arguments of critics who troll Ripple on X by calling XRP a "shitcoin." In a concise-yet-direct rebuttal, Morgan emphasized that labeling XRP or Ripple as a scam overlooks the substantial evidence that is readily visible to all in the sector.

Bill Morgan says XRP scam claims ignore regulatory realityNotably, Morgan’s contribution adds emphasis to the stance of another community member with the username @589CTO, who has detailed some regulatory-compliant moves by Ripple over the past couple of years.

Morgan argues that real scammers do not beg regulators to inspect them; rather, they hide in the shadows. He pointed out that Ripple is endlessly seeking licenses across the globe, and its activities are within regulated frameworks of the law.

He maintains that Ripple’s operation has been transparent and open to regulatory oversight and cannot be described as a scam. Ripple, just last year, ended a five-year legal battle with the U.S. Securities and Exchange Commission (SEC) to clarify XRP’s status.

You make some really strong points in that post. Ripple is endlessly seeking regulatory compliance and licences.
Ripple’s CEO states $XRP is at the centre of everything they do, and what they do includes seeking licenses all over the world. https://t.co/kvQFLKU96l

— bill morgan (@Belisarius2020) January 22, 2026 The move ended in a win for Ripple in Federal Court. Morgan implies that generally, scam entities do not confront regulatory authorities the way Ripple has done. Instead, they either collapse or flee from regulatory scrutiny.

Additionally, Morgan highlighted that Ripple’s operation is always backed by approval from wherever it operates. Interestingly, Ripple currently holds over 75 global licenses across the globe. This positions XRP at the core of its on-demand liquidity system for cross-border payments.

In January alone, Ripple has secured several licenses. The latest is a preliminary approval for an Electronic Money Institution (EMI) from Luxembourg’s financial regulator, Commission de Surveillance du Secteur Financier (CSSF).  

Ripple earlier secured another license with the United Kingdom’s Financial Conduct Authority (FCA) through its U.K.-based subsidiary. The license allows the firm to operate legally in the U.K.

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XRP Price stagnation fuels retail frustration Bill Morgan’s argument remains that even if critics choose not to like XRP or Ripple, it is wrong to label it a scam. This is because their entire strategy revolves around regulatory approval, legal transparency and institutional integration.

Morgan’s view has been applauded by some sections of the online community who acknowledge the massive global expansion of Ripple.

However, a user has noted that retail traders are getting tired of funding Ripple’s expansion without getting any reward. The user is implying that retail investors expect to make significant gains by way of price growth from XRP.

XRP has, however, continued to stagnate since slipping from the $3 zone. As of press time, it exchanges hands at $1.95.

President Donald Trump's announcement that he would not impose tariffs scheduled for Feb. 1 triggered a sharp reversal in risk assets, with Bitcoin rebounding above $90,000 after testing $87,300 earlier in the session.

The move erased most of a two-day selloff driven by trade-war fears tied to Trump's Greenland push, confirming Bitcoin's status as a high-beta macro asset that amplifies directional swings when geopolitical headlines shift quickly.

Gold and silver tumbled following the announcement, suggesting the return of risk-on sentiment. Gold fell from around $4,850 to $4,777 per ounce, while silver dropped from roughly $93 to $90.60 per ounce. Both metals, however, recovered around 1% overnight, while Bitcoin remained flat near $90,000.

The flight-to-safety bid that had supported precious metals during the tariff scare unwound as traders rotated back into risk assets.

As of press time, Bitcoin traded at $90,213.45, up 2.1% in one hour and 2% on the day. CoinGlass data shows that the rebound forced $160 million in short liquidations in just one hour, pushing total liquidations on Jan. 21 above $1 billion across long and short positions.

Bitcoin's rebound liquidated $203 million in shorts within one hour, contributing to over $1 billion in total liquidations across all positions on Jan. 21.How Greenland became a tariff threatOver the weekend and into early week, Trump's campaign to acquire Greenland morphed into a trade-war-style threat. He announced extra tariffs on goods from several European countries starting Feb. 1, with escalation language tied to securing a Greenland deal.

That framing turned a geopolitical oddity into a tangible risk-off trigger. Equities sold off, the dollar strengthened, and Bitcoin slid under $92,000 as traders repriced tail risk around a renewed trade conflict.

Between Jan. 19 and 20, the tariff fears had spread beyond crypto. A broad selloff across risk assets sent Bitcoin down as much as 7% amid the shock. Crypto-specific pressure intensified because leveraged positioning amplified the move.

CoinGlass liquidation data showed ongoing long liquidations following a larger burst earlier in the week, suggesting the tape was fragile heading into the announcement.

$87,000 to $90,000 in hoursBitcoin's intraday range today stretched from a low of $87,304 to a high of $90,379, a 3.5% swing that illustrates how quickly sentiment can flip when macro headlines reverse.

The low came as European markets opened, amid elevated tariff fears. The rebound began after Trump posted on Truth Social that he had formed “the framework of a future deal” with NATO Secretary General Mark Rutte regarding Greenland and the Arctic region, and that he would not impose the tariffs scheduled for Feb. 1.

Trump announced he would not impose tariffs scheduled for Feb. 1 after reaching a framework deal with NATO on Greenland and the Arctic.The bounce timing was clean. Within an hour of the post, Bitcoin had reclaimed $90,000, and short positions began getting liquidated. The move wasn't isolated to crypto, equity futures rallied, Treasury yields stabilized, and gold and silver reversed their safe-haven bid.

The past few days read less like a Bitcoin-only story and more like Bitcoin trading as a high-beta risk asset during a macro shock. Tariffs and geopolitical uncertainty hit equities, currencies, and rates, and Bitcoin followed.

Derivatives positioning amplified the downside when technical levels broke, creating a feedback loop between spot price moves and forced liquidations.

The sharp bounce after the “no tariffs” post fits the same pattern in reverse. The macro headline removed tail risk, risk assets snapped back, and Bitcoin led the rebound.

That dynamic confirms what institutional observers have noted for months: Bitcoin increasingly behaves like a levered play on risk sentiment, particularly during periods when macro uncertainty dominates.

The scale of liquidations stresses the extent of leverage embedded in the system. Over $1 billion in total liquidations on Jan. 21 alone, split between longs caught in the morning selloff and shorts forced to cover during the afternoon rally, suggests traders were positioned for continuation in both directions and got whipsawed when the narrative flipped.

Risk-off unwindGold's drop from $4,850 to $4,777 per ounce and silver's fall from $93 to $90.60 per ounce marked a clear rotation out of safe-haven assets.

During the initial tariff scare, both metals had rallied as investors hedged geopolitical risk and potential dollar weakness. When Trump announced the tariffs were on hold, that bid evaporated.

The speed of the reversal highlights how sensitive precious metals markets are to geopolitical headlines, but also how quickly sentiment can shift when tail risks get removed.

The divergence between Bitcoin's rebound and gold's selloff reinforces the narrative that Bitcoin trades more like a risk asset than a digital safe haven during macro shocks.

When uncertainty spiked, Bitcoin sold off alongside equities. When the uncertainty was resolved, Bitcoin rallied with equities while gold sold off. That correlation structure matters for portfolio construction and for understanding how Bitcoin fits into broader macro flows.

What comes nextThe resolution of the Feb. 1 tariff threat removes one near-term overhang, but the underlying Greenland negotiations remain unresolved.

Trump's post indicated that discussions are ongoing, suggesting the tariff threat could resurface if those talks stall. That leaves a degree of headline risk, particularly if the administration uses trade policy as leverage in future negotiations.

For Bitcoin, the key takeaway is that macro headlines drive volatility more than crypto-specific fundamentals during periods of geopolitical uncertainty.

The Jan. 21 whipsaw demonstrates how quickly sentiment can reverse. Still, it also shows how much leverage remains embedded in derivatives markets and how willing traders are to position aggressively in both directions despite that risk.

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$7 million drained from SagaEVM chainlet; developers pause network to assess impact and strengthen security.

Market Sentiment:

Bullish Bearish Neutral

Published: January 22, 2026 │ 12:07 PM GMT

Created by Kornelija Poderskytė from DailyCoin

Blockchain developer Saga has paused its SagaEVM chain following an exploit that moved roughly $7 million in assets off the network, with the attacker routing the funds to Ethereum and swapping them into ETH, according to the project and reports covering the incident.

SagaEVM remains paused while we finalize the results of our investigation into the Jan 21 exploit.

We’re working with partners on remediation and will publish a post-mortem once findings are fully validated. $7M of USDC was bridged out and converted to ETH.

Extracted funds were…

— Saga ⛋ (@Sagaxyz__) January 22, 2026 The chain was stopped at a specific block height after Saga detected what it described as a “security incident” on Wednesday. 

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The team has kept SagaEVM offline while assessing the full impact, developing a fix, and hardening the system. A more detailed technical post-mortem is expected once investigations conclude.

The Breach and What Wasn’t Affected In the Wednesday blog post, Saga reported that the stolen assets included USDC, yUSD, ETH, and tBTC.

The exploit involved a coordinated series of contract deployments, cross-chain activity, and liquidity withdrawals, resulting in nearly $7 million being transferred to the Ethereum Mainnet.

The exploiter’s wallet has been identified as 0x2044697623afa31459642708c83f04ecef8c6ecb, and Saga is working with exchanges and bridges to blacklist the address and recover the stolen funds.

The attacker then bridged the assets to Ethereum and executed swaps, a common tactic used to make recovery more difficult.

Saga confirmed that the incident was limited to the SagaEVM “chainlet,” affecting only Colt and Mustang. 

Its mainnet, consensus layer, validator security, and other chainlets were unaffected. The company added that there is no evidence of validator compromise, signer key leaks, or consensus failures, indicating the issue was isolated to the application layer rather than a deeper protocol vulnerability.

Recovery Efforts and Industry Context As a precaution, the SagaEVM chain was paused at block height 6,593,800 while engineering and security teams carry out a full forensic investigation.

Saga stated that the pause is intended to prevent further impact, assess the full scope of the incident using archive data and execution traces, and reinforce affected components before the chain is restarted.

The company confirmed that the broader network remains secure. The mainnet, other chainlets, protocol consensus, validator security, and signer keys were not affected. There has been no consensus failure, and no additional parts of the network have been compromised.

Saga outlined next steps, which include completing root cause analysis, patching and hardening affected cross-chain and deployment components, coordinating with ecosystem partners, and publishing a detailed technical post-mortem describing the incident, the measures taken, and the safeguards implemented.

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People Also Ask: What is SagaEVM and why does it matter?

SagaEVM is a chainlet in the Saga blockchain ecosystem that supports smart contracts and decentralized finance (DeFi) applications. While smaller than the mainnet, SagaEVM handles real assets, making its security critical to users and the broader network.

What happened in the SagaEVM exploit?

On January 21, 2026, a coordinated exploit moved roughly $7 million in USDC, yUSD, ETH, and tBTC off the SagaEVM chain. The attacker deployed multiple contracts, leveraged cross-chain bridges, and withdrew liquidity, eventually transferring the assets to Ethereum and swapping them into ETH.

What is a cross-chain exploit?

A cross-chain exploit occurs when an attacker takes advantage of the interactions between different blockchains or chainlets. They can move assets between chains, bypassing safeguards and sometimes making stolen funds harder to recover.

Which parts of a blockchain network can be affected?

Some attacks are limited to a specific chainlet or smart contract, while others may affect the main blockchain, consensus mechanism, or validator security. The scope depends on where the vulnerability exists.

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

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The founder and managing partner of alternative asset manager SkyBridge Capital, Anthony Scaramucci, says he’s cautiously optimistic on Bitcoin (BTC) and the broader crypto market in 2026 despite volatility.

At the World Economic Forum in Davos, Scaramucci says his belief in Bitcoin’s long-term fundamentals remains, describing recent market weakness as more of a timing issue than a long-term direction issue.

Scaramucci had predicted Bitcoin could reach $170,000 by late 2025, and says certain highly anticipated regulatory shifts in the United States did not unfold as expected.

Scaramucci says consolidation after sharp rallies is also normal for high volatility assets and looking ahead, he believes his price targets are incoming.

First, he would like to see Bitcoin revisit the $125,000 to $150,000 range.

“But it’s Bitcoin… it does whatever it wants. I’m cautiously optimistic. I think we’ll have an OK year.”

Scaramucci says he’s also optimistic about stablecoin regulations and digital asset classification legislation like the Genius Act and the contentious Clarity Act, the latter of which may be tempering near term enthusiasm.

Generated Image: Midjourney

View of the GE Aerospace chalet at the 54th International Paris Air Show at Le Bourget Airport near Paris, France, June 22, 2023. REUTERS/Benoit Tessier Purchase Licensing Rights, opens new tab

Jan 22 (Reuters) - GE Aerospace (GE.N), opens new tab forecast annual profit above estimates on Thursday, driven by strong demand for high-margin aftermarket parts and services as ​airlines are expected to prioritize maintenance spending due to aircraft supply constraints.

Shares ‌of the company were up nearly 4% in premarket trading.

Sign up here.

Despite jetmakers ramping up deliveries over the past year, demand for new aircraft continues to outstrip supply as airlines seek to capitalize on robust travel demand across multiple regions.

The shortage has proved ‌a boon for engine makers, who earn most of their profits ​from long-term parts and maintenance contracts that typically carry hefty costs for airlines.

The jet-engine maker expects 2026 adjusted profit per share in the range of $7.10 to $7.40, compared ‍with analysts' expectation of $7.11 per share, according to data compiled by LSEG.

It also expects 2026 adjusted revenue to increase in the low-double-digit percentage range.

"We enter 2026 with solid momentum to build upon ⁠these results and are well positioned to create greater value for our customers," ‍CEO Larry Culp said on Thursday.

The Ohio-based company dominates the engine market for narrowbody jets ‌and ‌has a strong position in widebodies. More than 70% of its commercial engine revenue comes from parts and services.

It expects revenue to rise by a mid-teens percentage in its commercial engines and services unit.

The company is also benefiting from stabilizing air ⁠traffic, which is putting ⁠more jets back ​in the air and boosting maintenance demand.

Engine shortages and reliability issues, however, have driven up airline costs and fueled a growing discord between suppliers and carriers across the industry, with ‍many airlines pushing back against higher prices.

CFM International, which is jointly owned by GE Aerospace and France's Safran (SAF.PA), opens new tab, renewed an agreement with global airlines to guarantee competition in the market for engine ​maintenance and repairs.

GE Aerospace reported fourth-quarter adjusted profit ‍of $1.57 per share, compared with $1.32 per share a year earlier.

For the quarter ended December 31, its adjusted ​revenue rose 20% to $11.87 billion.

Reporting by Shivansh Tiwary in Bengaluru; Editing by Pooja Desai

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

Micron stock has surged on demand for memory chips for use in AI hardware and there's reason to believe it will last, William Blair analysts say.

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Leading U.S. investment firms notify Korea of intent to file arbitration claims and request a U.S. government investigation to restore fair competition for U.S. companies in Korea

Actions follow Korean Government's unprecedented assault on U.S. company Coupang

SAN FRANCISCO--(BUSINESS WIRE)--Greenoaks, along with Altimeter (the “U.S. Investors”), today filed two distinct actions to defend U.S. businesses and investors from discriminatory acts and unfair trade practices by the Government of the Republic of Korea (the “ROK Government”).

The actions follow sustained ROK Government interference in the Korean business operations of Coupang, Inc. (NYSE: CPNG), a U.S.-founded and headquartered technology company whose publicly traded stock is widely held by U.S. pension funds and other American shareholders. The ROK Government’s actions against Coupang appear designed to target, disable, and destroy an innovative American competitor to the apparent benefit of domestic and Chinese companies in the Korean market.

In response, the U.S. Investors have served formal notice of their intent to file arbitration claims against the ROK Government under the U.S.-Korea Free Trade Agreement (“KORUS”), which protects U.S. investors and companies against discriminatory acts and unfair trade practices.

Separately, the U.S. Investors have petitioned the U.S. Trade Representative to investigate the ROK Government’s unreasonable and discriminatory conduct under Section 301 of the Trade Act of 1974 and impose appropriate trade remedies.

The Notice of Intent under KORUS and the full Petition under Section 301 of the Trade Act are attached for download.

As detailed in these documents, the U.S. investors’ actions follow:

A multi-year pattern of selective government enforcement and escalating regulatory pressure singling out Coupang, marked by extraordinary investigations, audits, and on-site inspections that appear to far exceed the regulatory scrutiny imposed on domestic Korean and Chinese competitors. As Coupang took increasing market share from Korean and Chinese competitors, enforcement actions across the Korea Fair Trade Commission, National Tax Service, Ministry of Employment and Labor, Financial Supervisory Service, and others increased, resulting in hundreds of audits, inspections, and raids and more penalties against Coupang than any other company in Korean history. False and defamatory claims by the ruling Democratic Party of Korea (“DPK”) administration about Coupang’s limited and contained 2025 data incident. Following a data breach by a China-based threat actor, the threat actor downloaded and retained data from only approximately 3,000 accounts which did not include financial information, government ID numbers, or login credentials. Yet senior DPK officials ignored that evidence and falsely framed the incident as involving tens of millions of “victims” and even suggested it implicated home-entry passcodes, in an apparent attempt to inflame Korean public opinion and provide cover for efforts to eliminate Coupang and benefit domestic and Chinese competitors. A disproportionate and whole-of-government escalation. In the weeks following disclosure of the data incident, the DPK administration mounted a sweeping, multiagency campaign against Coupang. More than a dozen government bodies were mobilized over several weeks, including law enforcement, tax, labor, financial, media, customs, land use, and national intelligence agencies, many with no role in data or cybersecurity matters. Among many other actions, authorities conducted repeated raids, blocked commercial agreements unrelated to the data breach, pressured the national pension to divest its Coupang holdings, and marshaled overwhelming resources, including hundreds of officials, to launch an administrative assault on the company, including a 150-member National Tax Service task force and an 86-member police task force focused solely on investigating the company. Open threats to destroy the company through enforcement. Senior DPK officials have publicly called for penalties and sanctions explicitly designed to force Coupang out of business, including statements advocating fines large enough to cause the company’s collapse. Korean Prime Minister Kim Min-seok urged regulators to approach enforcement against Coupang for the data breach “with the same determination used to wipe out mafias,” and officials repeatedly raised the possibility of bankrupting the company, revoking its licenses, imposing the largest fine in Korean history against it, and forcing it to divest its affiliates. Criminal referrals for company executives who are U.S. nationals. The DPK administration has also referred several Coupang executives for criminal prosecution, including the company’s Chairman Bom Kim and Chief Administrative Officer Harold Rogers, who are both U.S. nationals. Billions of dollars in lost market capitalization as a result of the DPK administration's targeted and hostile interference following the data incident. These losses have been borne directly by U.S. shareholders – including individual investors and institutional funds holding the retirement savings of millions of American workers. “When a close ally penalizes a U.S. company for its success, it compromises a vital partnership and opens the door to competitors that don’t play by the rules,” said Neil Mehta, Founder and Managing Partner of Greenoaks. “That is bad for U.S. investors, bad for Korean consumers and workers, and bad for the U.S.-Korea relationship. Trade agreements are only as strong as our willingness to stand up for them, and we are acting today to ensure that international competition is governed by rules, not the whims of politicians.”

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RICHMOND, Va.--(BUSINESS WIRE)--Atlantic Union Bankshares Corporation (the “Company” or “Atlantic Union”) (NYSE: AUB) reported net income available to common shareholders of $109.0 million and both basic and diluted earnings per common share of $0.77, for the fourth quarter of 2025 and adjusted operating earnings available to common shareholders(1) of $138.4 million and adjusted diluted operating earnings per common share(1) of $0.97 for the fourth quarter of 2025.

Net income available to common shareholders was $261.8 million and both basic and diluted earnings per common share were $2.03 for the year ended December 31, 2025. Adjusted operating earnings available to common shareholders(1) were $444.8 million and adjusted diluted operating earnings per common share(1) were $3.44 for the year ended December 31, 2025.

“Atlantic Union had a strong fourth quarter, reflecting disciplined execution and a successful integration of the Sandy Spring Bancorp, Inc. acquisition,” said John C. Asbury, president and chief executive officer of Atlantic Union. “We believe that the adjusted operating results for the quarter showcase the organization’s earnings capacity. While merger-related charges continued to affect this quarter’s results, the underlying operating performance supports our continued confidence in achieving the strategic goals associated with the Sandy Spring acquisition—namely, the targets for adjusted operating return on assets, return on tangible common equity, and efficiency ratio.

“Atlantic Union is a story of transformation from a Virginia community bank to the largest regional bank headquartered in the lower Mid-Atlantic, with operations in Virginia, Maryland, and a growing presence in North Carolina. Operating under the mantra of soundness, profitability, and growth – in that order of priority – Atlantic Union remains committed to generating sustainable, profitable growth and building long-term value for our shareholders.”

NET INTEREST INCOME

For the fourth quarter of 2025, net interest income was $330.2 million, an increase of $11.0 million from $319.2 million in the third quarter of 2025. Net interest income - fully taxable equivalent (“FTE”)(1) was $334.8 million in the fourth quarter of 2025, an increase of $11.2 million from $323.6 million in the third quarter of 2025. The increases from the prior quarter in both net interest income and net interest income (FTE)(1) are due primarily to a decrease in interest expense resulting from lower deposit costs, reflecting the impact of the Federal Reserve lowering the Federal Funds rates by 75 basis points from September 2025 through December 2025, as well as increases in investment income and income on loans held for investment (“LHFI”), primarily driven by increases in accretion income due to the acquisition of Sandy Spring Bancorp, Inc. (the “Sandy Spring acquisition”) and loan fees. These increases were partially offset by a decrease in other earning asset interest income, primarily driven by lower average cash and cash equivalent balances in the fourth quarter.

For the fourth quarter of 2025, the Company’s net interest margin and net interest margin (FTE)(1) increased 13 basis points from the prior quarter to 3.90% and 3.96%, respectively, primarily due to lower cost of funds, partially offset by a decrease in earning asset yields. Cost of funds decreased 14 basis points from the prior quarter to 2.03% for the fourth quarter of 2025, primarily due to lower deposit costs. Earning asset yields for the fourth quarter of 2025 decreased 1 basis point to 5.99%, compared to the third quarter of 2025, due primarily to lower investment and other earning asset yields, partially offset by higher loan yields.

The Company’s net interest margin (FTE)(1) includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $45.9 million for the quarter ended December 31, 2025 compared to $41.9 million for the quarter ended September 30, 2025. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

Loan

Deposit

Borrowings

Accretion

Accretion

Amortization

Total

For the quarter ended September 30, 2025

$

43,949

$

1,237

$

(3,266

)

$

41,920

For the quarter ended December 31, 2025

48,363

762

(3,178

)

45,947

ASSET QUALITY

Overview

At December 31, 2025, nonperforming assets (“NPAs”) as a percentage of total LHFI was 0.42%, a decrease of 7 basis points from the prior quarter and included nonaccrual loans of $115.1 million. The decrease in NPAs as a percentage of LHFI was primarily due to lower levels of new nonperforming loans during the quarter as compared to the third quarter of 2025, and continued progress resolving existing NPAs during the quarter. Accruing past due loans as a percentage of total LHFI totaled 41 basis points at December 31, 2025, an increase of 14 basis points from September 30, 2025, and an increase of 10 basis points from December 31, 2024. Net charge-offs were 0.01% of total average LHFI (annualized) for the fourth quarter of 2025, a decrease of 55 basis points compared to September 30, 2025 and a decrease of 2 basis points compared to December 31, 2024. The allowance for credit losses (“ACL”) totaled $321.3 million at December 31, 2025, a $1.3 million increase from the prior quarter.

Nonperforming Assets

The following table shows a summary of NPA balances at the quarters ended (dollars in thousands):

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

Nonaccrual loans

$

115,051

$

131,240

$

162,615

$

69,015

$

57,969

Foreclosed properties

1,826

2,001

774

404

404

Total nonperforming assets

$

116,877

$

133,241

$

163,389

$

69,419

$

58,373

The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

Beginning Balance

$

131,240

$

162,615

$

69,015

$

57,969

$

36,847

Net customer payments and other activity (1)

(21,667

)

(17,947

)

(4,595

)

(898

)

(11,491

)

Additions (1)

7,816

25,333

98,975

13,197

34,446

Charge-offs

(2,307

)

(37,410

)

(780

)

(1,253

)

(1,231

)

Loans returning to accruing status

(31

)

(77

)

—

—

(602

)

Transfers to foreclosed property

—

(1,274

)

—

—

—

Ending Balance

$

115,051

$

131,240

$

162,615

$

69,015

$

57,969

Past Due Loans

At December 31, 2025, past due loans still accruing interest totaled $113.0 million or 0.41% of total LHFI, compared to $74.2 million or 0.27% of total LHFI at September 30, 2025, and $57.7 million or 0.31% of total LHFI at December 31, 2024. The increase in past due loans from the prior quarter were primarily driven by increases within LHFI 30-59 days past due and LHFI 90 days or more past due and still accruing, partially offset by decreases in LHFI 60-89 days past due.

Allowance for Credit Losses

At December 31, 2025, the ACL was $321.3 million, an increase of $1.3 million from the prior quarter, comprised of an allowance for loan and lease losses (“ALLL”) of $295.1 million and a reserve for unfunded commitments (“RUC”) of $26.2 million. This increase in the ACL was primarily driven by loan growth in the fourth quarter of 2025.

The ACL as a percentage of total LHFI was 1.16% at December 31, 2025, compared to 1.17% at September 30, 2025. The ALLL as a percentage of total LHFI was 1.06% at December 31, 2025, compared to 1.07% at September 30, 2025.

Net Charge-offs

Net charge-offs were $0.9 million or 0.01% of total average LHFI on an annualized basis for the fourth quarter of 2025, compared to $38.6 million or 0.56% (annualized) for the third quarter of 2025, and $1.4 million or 0.03% (annualized) for the fourth quarter of 2024. The decrease in net charge-offs as compared to the third quarter of 2025 was due to the charge-off of two individually assessed commercial and industrial loans in the third quarter of 2025 that had been partially reserved for in prior quarters.

Provision for Credit Losses

For the fourth quarter of 2025, the Company recorded a provision for credit losses of $2.2 million, compared to $16.2 million in the prior quarter, and $17.5 million in the fourth quarter of 2024. The provision for credit losses decreased compared to the prior quarter primarily due to a decrease in net charge-offs in the fourth quarter of 2025, as the prior quarter included the charge-off of two individually assessed commercial and industrial loans that had been partially reserved for in prior quarters. The provision for credit losses decreased as compared to the prior year primarily because a $13.1 million specific reserve was recorded in the fourth quarter of 2024 on an impaired commercial and industrial loan.

NONINTEREST INCOME

Noninterest income increased $5.2 million to $57.0 million for the fourth quarter of 2025 from $51.8 million in the prior quarter, primarily driven by a $4.8 million pre-tax loss in the prior quarter related to the final settlement of the sale of approximately $2.0 billion of performing commercial real estate (“CRE”) loans executed at the end of the second quarter of 2025 as part of the Sandy Spring acquisition.

Adjusted operating noninterest income(1), which excludes the pre-tax loss on the CRE loan sale ($4.8 million in the third quarter), pre-tax gain on sale of our equity interest in Cary Street Partners (“CSP”) ($457,000 in the fourth quarter), and pre-tax gains on sale of securities ($2,000 in the fourth quarter and $4,000 in the third quarter), totaled $56.5 million for the fourth quarter of 2025, which was relatively consistent with $56.6 million in the prior quarter. Compared to the prior quarter, service charges on deposit accounts decreased $1.1 million, other operating income decreased $807,000, primarily due to a decrease in equity method investment income, and mortgage banking income decreased $727,000 due to a seasonal decrease in mortgage loan origination volumes, offset by higher loan-related interest rate swap fees of $2.5 million due to an increase in transaction volumes and by increased fiduciary and asset management fees of $1.3 million, primarily due to an increase in estate fees, personal trust income, and investment advisory fees.

NONINTEREST EXPENSE

Noninterest expense increased $4.8 million to $243.2 million for the fourth quarter of 2025 from $238.4 million in the prior quarter, primarily driven by a $3.8 million increase in merger-related costs, primarily related to the core systems conversion and lease termination costs associated with the Sandy Spring acquisition.

Adjusted operating noninterest expense(1), which excludes merger-related costs ($38.6 million in the fourth quarter and $34.8 million in the third quarter) and amortization of intangible assets ($17.7 million in the fourth quarter and $18.1 million in the third quarter) increased $1.4 million to $186.9 million, compared to $185.5 million in the prior quarter. This increase was primarily due to a $2.4 million increase in other expenses, primarily due to an increase in non-credit-related losses on customer transactions, and a $1.7 million increase in marketing and advertising expenses. These increases were partially offset by a $1.4 million decrease in Federal Deposit Insurance Corporation ("FDIC") assessment premiums and other insurance due to a lower assessment in the fourth quarter of 2025 and a $1.2 million decline in furniture and equipment expenses, primarily driven by lower software amortization expense related to the integration of Sandy Spring.

INCOME TAXES

The Company’s effective tax rate for the three months ended December 31, 2025 and 2024 was 21.0% and 19.0%, respectively. The increase in the effective tax rate reflects the impact of the Sandy Spring acquisition, which expanded the Company’s state income tax footprint.

The effective tax rate for the years ended December 31, 2025 and 2024 was 18.8% and 19.5%, respectively. The decrease in the effective tax rate reflects the impact of a $7.7 million income tax benefit related to the Company re-evaluating its state net deferred tax assets as a result of the Sandy Spring acquisition, partially offset by an increase in state tax expense due to the Company’s expanding state income tax footprint.

BALANCE SHEET

At December 31, 2025, total assets were $37.6 billion, an increase of $513.0 million or approximately 5.5% (annualized) from September 30, 2025, and an increase of $13.0 billion or approximately 52.9% from December 31, 2024. Total assets increased from the prior quarter primarily due to increases in LHFI and cash and cash equivalents. The increase in total assets from the same period in the prior year was primarily driven by the Sandy Spring acquisition.

Preliminary goodwill associated with the Sandy Spring acquisition totaled $519.2 million at December 31, 2025, which was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period. The Company recorded measurement period adjustments in the third and fourth quarters of 2025 related to the Sandy Spring acquisition, primarily related to other liabilities, fair values of certain loans, and other assets, which resulted in a $22.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition compared to April 1, 2025.

At December 31, 2025, LHFI totaled $27.8 billion, an increase of $435.0 million or 6.3% (annualized) from September 30, 2025, and an increase of $9.3 billion or 50.5% from December 31, 2024. LHFI increased from the prior quarter primarily due to increases in the non-owner occupied commercial real estate, commercial and industrial, and multifamily real estate loan portfolios, partially offset by decreases in the construction and land development loan portfolio. The increase from the same period in the prior year was primarily due to the Sandy Spring acquisition, as well as organic loan growth.

At December 31, 2025, total investments were $5.3 billion, a decrease of $41.9 million or 3.1% (annualized) from September 30, 2025, and an increase of $1.9 billion or 57.3% from December 31, 2024. The decrease compared to the prior quarter was primarily due to principal repayments and maturities of available for sale (“AFS”) securities, and the increase compared to the same period in the prior year was primarily due to the Sandy Spring acquisition. AFS securities totaled $4.2 billion at December 31, 2025, $4.3 billion at September 30, 2025, and $2.4 billion at December 31, 2024. Total net unrealized losses on the AFS securities portfolio were $295.7 million at December 31, 2025, compared to $327.6 million at September 30, 2025, and $402.6 million at December 31, 2024. HTM securities are carried at cost and totaled $884.2 million at December 31, 2025, $883.8 million at September 30, 2025, and $803.9 million at December 31, 2024 and had net unrealized losses of $27.4 million at December 31, 2025, $35.7 million at September 30, 2025, and $44.5 million at December 31, 2024.

At December 31, 2025, total deposits were $30.5 billion, a decrease of $193.7 million or 2.5% (annualized) from the prior quarter. Total deposits at December 31, 2025 increased $10.1 billion or 49.4% from December 31, 2024. The decrease in deposit balances from the prior quarter are due to decreases of $260.0 million in demand deposits, largely driven by typical seasonal patterns, and $14.5 million in interest-bearing customer deposits due to decreases in high-cost non-relationship deposits from the Sandy Spring portfolio, partially offset by an increase of $80.8 million in brokered deposits. The increase from the same period in the prior year is primarily due to the addition of the Sandy Spring acquired deposits.

At December 31, 2025, total borrowings were $1.5 billion, an increase of $637.0 million from September 30, 2025, and an increase of $962.7 million from December 31, 2024. The increase in borrowings from the prior quarter was primarily due to increases in Federal Home Loan Bank (“FHLB”) advances for loan fundings and deposit cash flows, while the increase from the same period in the prior year was primarily due to increases in FHLB advances and additional borrowings in connection with the Sandy Spring acquisition used for general funding and capital purposes.

The following table shows the Company’s capital ratios at the quarters ended:

12/31/2025

9/30/2025

12/31/2024

Common equity Tier 1 capital ratio (2)

10.10

%

9.92

%

9.96

%

Tier 1 capital ratio (2)

10.64

%

10.46

%

10.76

%

Total capital ratio (2)

13.90

%

13.81

%

13.61

%

Leverage ratio (Tier 1 capital to average assets) (2)

9.10

%

8.92

%

9.29

%

Common equity to total assets

12.88

%

12.81

%

12.11

%

Tangible common equity to tangible assets (1)

7.85

%

7.69

%

7.21

%

_______________________

(1)

These are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). For a reconciliation of these non-GAAP financial measures, see the “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.

(2)

All ratios at December 31, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

During the fourth quarter of 2025, the Company declared and paid a quarterly dividend on the outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the third quarter of 2025 and the fourth quarter of 2024. During the fourth quarter of 2025, the Company also declared and paid cash dividends of $0.37 per common share, a $0.03 increase or 8.8% from both the third quarter of 2025 and fourth quarter of 2024.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland, North Carolina and Washington D.C. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

FOURTH QUARTER AND FULL YEAR 2025 EARNINGS RELEASE CONFERENCE CALL

The Company will hold a conference call and webcast for investors at 9:00 a.m. Eastern Time on Thursday, January 22, 2026, during which management will review our financial results for the fourth quarter and full year 2025 and provide an update on our recent activities.

The listen-only webcast and the accompanying slides can be accessed at: https://edge.media-server.com/mmc/p/gn6f9s2g.

For analysts who wish to participate in the conference call, please register at the following URL: https://register-conf.media-server.com/register/BIed6373a327fa40d5a345305dcc567554. To participate in the conference call, you must use the link to receive an audio dial-in number and an Access PIN.

A replay of the webcast, and the accompanying slides, will be available on the Company’s website for 90 days at: https://investors.atlanticunionbank.com/.

NON-GAAP FINANCIAL MEASURES

In reporting the results as of and for the period ended December 31, 2025, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of our ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. For a reconciliation of these measures to their most directly comparable GAAP measures and additional information about these non-GAAP financial measures, see “Alternative Performance Measures (non-GAAP)” in the tables within the section “Key Financial Results.”

FORWARD-LOOKING STATEMENTS

This press release and statements by our management may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements made in Mr. Asbury’s quotations, statements regarding the acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our expectations with regard to the benefits of the American National acquisition; statements regarding our future ability to recognize the benefits of certain tax assets; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on our business, loan demand and economic conditions in our markets and nationally; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in:

market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios; economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior; U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; legislative or regulatory changes and requirements, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies; the sufficiency of liquidity and changes in our capital position; general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels, U.S. fiscal debt, budget, and tax matters, U.S. government shutdowns, and slowdowns in economic growth; the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks; the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events; potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National; our ability to identify, recruit and retain key employees; monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve; the quality or composition of our loan or investment portfolios and changes in these portfolios; demand for loan products and financial services in our market areas; our ability to manage our growth or implement our growth strategy; the effectiveness of expense reduction plans; the introduction of new lines of business or new products and services; real estate values in our lending area; changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements; an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors; concentrations of loans secured by real estate, particularly CRE; the effectiveness of our credit processes and management of our credit risk; our ability to compete in the market for financial services and increased competition from fintech companies; technological risks and developments, and cyber threats, attacks, or events; operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration; the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth; performance by our counterparties or vendors; deposit flows; the availability of financing and the terms thereof; the level of prepayments on loans and mortgage-backed securities; actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences; any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and other factors, many of which are beyond our control. Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10‑K for the year ended December 31, 2024, and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on forward-looking statements. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Results of Operations

Interest and dividend income

$

501,842

$

503,437

$

319,204

$

1,821,487

$

1,227,535

Interest expense

171,674

184,227

135,956

666,574

528,996

Net interest income

330,168

319,210

183,248

1,154,913

698,539

Provision for credit losses

2,211

16,233

17,496

141,788

50,089

Net interest income after provision for credit losses

327,957

302,977

165,752

1,013,125

648,450

Noninterest income

57,000

51,751

35,227

219,436

118,878

Noninterest expenses

243,243

238,446

129,675

895,570

507,534

Income before income taxes

141,714

116,282

71,304

336,991

259,794

Income tax expense

29,748

24,142

13,519

63,276

50,663

Net income

111,966

92,140

57,785

273,715

209,131

Dividends on preferred stock

2,967

2,967

2,967

11,868

11,868

Net income available to common shareholders

$

108,999

$

89,173

$

54,818

$

261,847

$

197,263

Interest earned on earning assets (FTE) (1)

$

506,463

$

507,856

$

322,995

$

1,838,648

$

1,242,761

Net interest income (FTE) (1)

334,789

323,629

187,039

1,172,074

713,765

Total revenue (FTE) (1)

391,789

375,380

222,266

1,391,510

832,643

Pre-tax pre-provision adjusted operating earnings (7)

182,092

172,128

95,796

610,466

357,234

Key Ratios

Earnings per common share, diluted

$

0.77

$

0.63

$

0.60

$

2.03

$

2.24

Return on average assets (ROA)

1.19

%

0.98

%

0.92

%

0.80

%

0.88

%

Return on average equity (ROE)

8.97

%

7.51

%

7.23

%

6.16

%

7.04

%

Return on average tangible common equity (ROTCE) (2) (3)

17.85

%

15.51

%

13.77

%

12.82

%

13.35

%

Efficiency ratio

62.83

%

64.28

%

59.35

%

65.16

%

62.09

%

Efficiency ratio (FTE) (1)

62.09

%

63.52

%

58.34

%

64.36

%

60.95

%

Net interest margin

3.90

%

3.77

%

3.26

%

3.74

%

3.27

%

Net interest margin (FTE) (1)

3.96

%

3.83

%

3.33

%

3.80

%

3.34

%

Yields on earning assets (FTE) (1)

5.99

%

6.00

%

5.74

%

5.95

%

5.82

%

Cost of interest-bearing liabilities

2.74

%

2.93

%

3.20

%

2.90

%

3.29

%

Cost of deposits

2.03

%

2.18

%

2.48

%

2.16

%

2.48

%

Cost of funds

2.03

%

2.17

%

2.41

%

2.15

%

2.48

%

Operating Measures (4)

Adjusted operating earnings

$

141,366

$

122,693

$

64,364

$

456,710

$

264,694

Adjusted operating earnings available to common shareholders

138,399

119,726

61,397

444,842

252,826

Adjusted operating earnings per common share, diluted

$

0.97

$

0.84

$

0.67

$

3.44

$

2.88

Adjusted operating ROA

1.50

%

1.30

%

1.03

%

1.33

%

1.11

%

Adjusted operating ROE

11.33

%

10.00

%

8.06

%

10.27

%

8.91

%

Adjusted operating ROTCE (2) (3)

22.12

%

20.09

%

15.30

%

20.41

%

16.85

%

Adjusted operating efficiency ratio (FTE) (1)(6)

47.77

%

48.79

%

52.67

%

49.68

%

53.31

%

Per Share Data

Earnings per common share, basic

$

0.77

$

0.63

$

0.61

$

2.03

$

2.29

Earnings per common share, diluted

0.77

0.63

0.60

2.03

2.24

Cash dividends paid per common share

0.37

0.34

0.34

1.39

1.30

Market value per share

35.30

35.29

37.88

35.30

37.88

Book value per common share(8)

34.14

33.52

33.40

34.14

33.40

Tangible book value per common share (2)(8)

19.69

18.99

18.83

19.69

18.83

Price to earnings ratio, diluted

11.60

14.16

15.90

17.41

16.88

Price to book value per common share ratio (8)

1.03

1.05

1.13

1.03

1.13

Price to tangible book value per common share ratio (2)(8)

1.79

1.86

2.01

1.79

2.01

Unvested shares of restricted stock awards(8)

857,866

885,686

658,001

857,866

658,001

Weighted average common shares outstanding, basic

141,758,460

141,728,909

89,774,079

128,777,445

86,149,978

Weighted average common shares outstanding, diluted

142,118,797

141,986,217

91,533,273

129,161,421

87,909,237

Common shares outstanding at end of period

141,776,886

141,732,071

89,770,231

141,776,886

89,770,231

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Capital Ratios

Common equity Tier 1 capital ratio (5)

10.10

%

9.92

%

9.96

%

10.10

%

9.96

%

Tier 1 capital ratio (5)

10.64

%

10.46

%

10.76

%

10.64

%

10.76

%

Total capital ratio (5)

13.90

%

13.81

%

13.61

%

13.90

%

13.61

%

Leverage ratio (Tier 1 capital to average assets) (5)

9.10

%

8.92

%

9.29

%

9.10

%

9.29

%

Common equity to total assets

12.88

%

12.81

%

12.11

%

12.88

%

12.11

%

Tangible common equity to tangible assets (2)

7.85

%

7.69

%

7.21

%

7.85

%

7.21

%

Financial Condition

Assets

$

37,585,754

$

37,072,733

$

24,585,323

$

37,585,754

$

24,585,323

LHFI (net of deferred fees and costs)

27,796,167

27,361,173

18,470,621

27,796,167

18,470,621

Securities

5,268,717

5,310,629

3,348,971

5,268,717

3,348,971

Earning Assets

33,818,712

33,151,873

21,989,690

33,818,712

21,989,690

Goodwill

1,733,287

1,726,386

1,214,053

1,733,287

1,214,053

Amortizable intangibles, net

315,544

333,236

84,563

315,544

84,563

Deposits

30,471,636

30,665,324

20,397,619

30,471,636

20,397,619

Borrowings

1,497,292

860,312

534,578

1,497,292

534,578

Stockholders' equity

5,006,398

4,917,058

3,142,879

5,006,398

3,142,879

Tangible common equity (2)

2,791,210

2,691,079

1,677,906

2,791,210

1,677,906

Loans held for investment, net of deferred fees and costs

Construction and land development

$

1,666,381

$

2,163,182

$

1,731,108

$

1,666,381

$

1,731,108

Commercial real estate - owner occupied

4,305,796

4,335,919

2,370,119

4,305,796

2,370,119

Commercial real estate - non-owner occupied

7,178,515

6,805,302

4,935,590

7,178,515

4,935,590

Multifamily real estate

2,418,250

2,196,467

1,240,209

2,418,250

1,240,209

Commercial & Industrial

5,229,728

4,956,770

3,864,695

5,229,728

3,864,695

Residential 1-4 Family - Commercial

1,100,157

1,105,067

719,425

1,100,157

719,425

Residential 1-4 Family - Consumer

2,825,259

2,799,669

1,293,817

2,825,259

1,293,817

Residential 1-4 Family - Revolving

1,248,284

1,186,298

756,944

1,248,284

756,944

Auto

183,720

211,900

316,368

183,720

316,368

Consumer

121,488

121,620

104,882

121,488

104,882

Other Commercial

1,518,589

1,478,979

1,137,464

1,518,589

1,137,464

Total LHFI

$

27,796,167

$

27,361,173

$

18,470,621

$

27,796,167

$

18,470,621

Deposits

Interest checking accounts

$

7,193,204

$

6,916,702

$

5,494,550

$

7,193,204

$

5,494,550

Money market accounts

6,863,981

6,932,836

4,291,097

6,863,981

4,291,097

Savings accounts

2,747,622

2,882,897

1,025,896

2,747,622

1,025,896

Customer time deposits of more than $250,000

1,737,345

1,773,710

1,202,657

1,737,345

1,202,657

Customer time deposits of $250,000 or less

3,956,571

4,007,070

2,888,476

3,956,571

2,888,476

Time deposits

5,693,916

5,780,780

4,091,133

5,693,916

4,091,133

Total interest-bearing customer deposits

22,498,723

22,513,215

14,902,676

22,498,723

14,902,676

Brokered deposits

1,128,284

1,047,467

1,217,895

1,128,284

1,217,895

Total interest-bearing deposits

$

23,627,007

$

23,560,682

$

16,120,571

$

23,627,007

$

16,120,571

Demand deposits

6,844,629

7,104,642

4,277,048

6,844,629

4,277,048

Total deposits

$

30,471,636

$

30,665,324

$

20,397,619

$

30,471,636

$

20,397,619

Averages

Assets

$

37,356,117

$

37,377,383

$

24,971,836

$

34,380,986

$

23,862,190

LHFI (net of deferred fees and costs)

27,433,274

27,386,338

18,367,657

25,116,692

17,647,589

Loans held for sale

24,387

27,185

12,606

458,267

11,912

Securities

5,269,097

4,955,297

3,442,340

4,589,613

3,394,095

Earning assets

33,555,065

33,563,417

22,373,970

30,876,034

21,347,677

Deposits

30,884,349

31,031,655

20,757,521

28,442,104

19,533,259

Time deposits

6,229,539

6,283,031

4,862,446

5,950,382

4,333,362

Interest-bearing deposits

23,919,801

24,071,758

16,343,745

22,078,128

15,212,033

Borrowings

914,352

868,783

543,061

911,154

862,716

Interest-bearing liabilities

24,834,153

24,940,541

16,886,806

22,989,282

16,074,749

Stockholders' equity

4,950,858

4,866,989

3,177,934

4,446,839

2,971,111

Tangible common equity (2)

2,733,470

2,647,488

1,711,580

2,410,115

1,591,349

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Asset Quality

Allowance for Credit Losses (ACL)

Beginning balance, Allowance for loan and lease losses (ALLL)

$

293,035

$

315,574

$

160,685

$

178,644

$

132,182

Add: Recoveries

3,043

1,847

2,816

7,411

7,194

Less: Charge-offs

3,959

40,440

4,255

49,864

15,956

Add: Initial Allowance - Purchased Credit Deteriorated (PCD) loans

—

—

—

28,265

3,896

Add: Initial Provision - Non-PCD loans

—

—

—

89,538

13,229

Add: Provision for loan losses

2,989

16,054

19,398

41,114

38,099

Ending balance, ALLL

$

295,108

$

293,035

$

178,644

$

295,108

$

178,644

Beginning balance, Reserve for unfunded commitment (RUC)

$

26,951

$

26,778

$

16,943

$

15,041

$

16,269

Add: Initial Provision - RUC acquired loans

—

—

—

11,425

1,353

Add: Provision for unfunded commitments

(790

)

173

(1,902

)

(305

)

(2,581

)

Ending balance, RUC

$

26,161

$

26,951

$

15,041

$

26,161

$

15,041

Total ACL

$

321,269

$

319,986

$

193,685

$

321,269

$

193,685

ACL / total LHFI

1.16

%

1.17

%

1.05

%

1.16

%

1.05

%

ALLL / total LHFI

1.06

%

1.07

%

0.97

%

1.06

%

0.97

%

Net charge-offs / total average LHFI (annualized)

0.01

%

0.56

%

0.03

%

0.17

%

0.05

%

Provision for loan losses/ total average LHFI (annualized)

0.04

%

0.23

%

0.42

%

0.52

%

0.29

%

Nonperforming Assets

Construction and land development

$

4,303

$

61,436

$

1,313

$

4,303

$

1,313

Commercial real estate - owner occupied

6,034

6,467

2,915

6,034

2,915

Commercial real estate - non-owner occupied

11,301

13,125

1,167

11,301

1,167

Multifamily real estate

45,369

1,583

132

45,369

132

Commercial & Industrial

10,288

9,193

33,702

10,288

33,702

Residential 1-4 Family - Commercial

6,657

6,615

1,510

6,657

1,510

Residential 1-4 Family - Consumer

23,297

23,623

12,725

23,297

12,725

Residential 1-4 Family - Revolving

5,643

5,444

3,826

5,643

3,826

Auto

572

556

659

572

659

Consumer

12

37

20

12

20

Other Commercial

1,575

3,161

—

1,575

—

Nonaccrual loans

$

115,051

$

131,240

$

57,969

$

115,051

$

57,969

Foreclosed property

1,826

2,001

404

1,826

404

Total nonperforming assets (NPAs)

$

116,877

$

133,241

$

58,373

$

116,877

$

58,373

Construction and land development

$

1,481

$

1,856

$

120

$

1,481

$

120

Commercial real estate - owner occupied

4,788

2,790

1,592

4,788

1,592

Commercial real estate - non-owner occupied

2,099

2,283

6,874

2,099

6,874

Multifamily real estate

6,140

2,088

—

6,140

—

Commercial & Industrial

9,114

1,005

955

9,114

955

Residential 1-4 Family - Commercial

2,379

2,570

949

2,379

949

Residential 1-4 Family - Consumer

5,633

2,955

1,307

5,633

1,307

Residential 1-4 Family - Revolving

3,458

1,816

1,710

3,458

1,710

Auto

404

348

284

404

284

Consumer

55

311

44

55

44

Other Commercial

—

—

308

—

308

LHFI ≥ 90 days and still accruing

$

35,551

$

18,022

$

14,143

$

35,551

$

14,143

Total NPAs and LHFI ≥ 90 days

$

152,428

$

151,263

$

72,516

$

152,428

$

72,516

NPAs / total LHFI

0.42

%

0.49

%

0.32

%

0.42

%

0.32

%

NPAs / total assets

0.31

%

0.36

%

0.24

%

0.31

%

0.24

%

ALLL / nonaccrual loans

256.50

%

223.28

%

308.17

%

256.50

%

308.17

%

ALLL/ nonperforming assets

252.49

%

219.93

%

306.04

%

252.49

%

306.04

%

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Past Due Detail

Construction and land development

$

1,455

$

1,387

$

38

$

1,455

$

38

Commercial real estate - owner occupied

7,241

5,346

2,080

7,241

2,080

Commercial real estate - non-owner occupied

9,482

4,295

1,381

9,482

1,381

Multifamily real estate

52

3,113

1,366

52

1,366

Commercial & Industrial

8,935

4,902

9,405

8,935

9,405

Residential 1-4 Family - Commercial

2,634

2,843

697

2,634

697

Residential 1-4 Family - Consumer

17,911

1,871

5,928

17,911

5,928

Residential 1-4 Family - Revolving

3,994

3,074

1,824

3,994

1,824

Auto

3,332

2,744

3,615

3,332

3,615

Consumer

444

329

804

444

804

Other Commercial

3,242

—

2,167

3,242

2,167

LHFI 30-59 days past due

$

58,722

$

29,904

$

29,305

$

58,722

$

29,305

Construction and land development

$

94

$

5,784

$

—

$

94

$

—

Commercial real estate - owner occupied

3,171

2,217

1,074

3,171

1,074

Commercial real estate - non-owner occupied

1,455

—

—

1,455

—

Multifamily real estate

247

2,553

—

247

—

Commercial & Industrial

3,552

8,397

69

3,552

69

Residential 1-4 Family - Commercial

1,306

803

665

1,306

665

Residential 1-4 Family - Consumer

5,628

3,320

7,390

5,628

7,390

Residential 1-4 Family - Revolving

2,157

2,162

2,110

2,157

2,110

Auto

797

867

456

797

456

Consumer

171

179

486

171

486

Other Commercial

143

—

2,029

143

2,029

LHFI 60-89 days past due

$

18,721

$

26,282

$

14,279

$

18,721

$

14,279

Past Due and still accruing

$

112,994

$

74,208

$

57,727

$

112,994

$

57,727

Past Due and still accruing / total LHFI

0.41

%

0.27

%

0.31

%

0.41

%

0.31

%

Alternative Performance Measures (non-GAAP)

Net interest income (FTE) (1)

Net interest income (GAAP)

$

330,168

$

319,210

$

183,248

$

1,154,913

$

698,539

FTE adjustment

4,621

4,419

3,791

17,161

15,226

Net interest income (FTE) (non-GAAP)

$

334,789

$

323,629

$

187,039

$

1,172,074

$

713,765

Noninterest income (GAAP)

57,000

51,751

35,227

219,436

118,878

Total revenue (FTE) (non-GAAP)

$

391,789

$

375,380

$

222,266

$

1,391,510

$

832,643

Average earning assets

$

33,555,065

$

33,563,417

$

22,373,970

$

30,876,034

$

21,347,677

Net interest margin

3.90

%

3.77

%

3.26

%

3.74

%

3.27

%

Net interest margin (FTE)

3.96

%

3.83

%

3.33

%

3.80

%

3.34

%

Tangible Assets (2)

Ending assets (GAAP)

$

37,585,754

$

37,072,733

$

24,585,323

$

37,585,754

$

24,585,323

Less: Ending goodwill

1,733,287

1,726,386

1,214,053

1,733,287

1,214,053

Less: Ending amortizable intangibles

315,544

333,236

84,563

315,544

84,563

Ending tangible assets (non-GAAP)

$

35,536,923

$

35,013,111

$

23,286,707

$

35,536,923

$

23,286,707

Tangible Common Equity (2)

Ending equity (GAAP)

$

5,006,398

$

4,917,058

$

3,142,879

$

5,006,398

$

3,142,879

Less: Ending goodwill

1,733,287

1,726,386

1,214,053

1,733,287

1,214,053

Less: Ending amortizable intangibles

315,544

333,236

84,563

315,544

84,563

Less: Perpetual preferred stock

166,357

166,357

166,357

166,357

166,357

Ending tangible common equity (non-GAAP)

$

2,791,210

$

2,691,079

$

1,677,906

$

2,791,210

$

1,677,906

Average equity (GAAP)

$

4,950,858

$

4,866,989

$

3,177,934

$

4,446,839

$

2,971,111

Less: Average goodwill

1,726,933

1,711,081

1,212,724

1,592,391

1,139,422

Less: Average amortizable intangibles

324,099

342,064

87,274

277,977

73,984

Less: Average perpetual preferred stock

166,356

166,356

166,356

166,356

166,356

Average tangible common equity (non-GAAP)

$

2,733,470

$

2,647,488

$

1,711,580

$

2,410,115

$

1,591,349

ROTCE (2)(3)

Net income available to common shareholders (GAAP)

$

108,999

$

89,173

$

54,818

$

261,847

$

197,263

Plus: Amortization of intangibles, tax effected

13,977

14,335

4,435

47,138

15,253

Net income available to common shareholders before amortization of intangibles (non-GAAP)

$

122,976

$

103,508

$

59,253

$

308,985

$

212,516

Return on average tangible common equity (ROTCE)

17.85

%

15.51

%

13.77

%

12.82

%

13.35

%

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Operating Measures (4)

Net income (GAAP)

$

111,966

$

92,140

$

57,785

$

273,715

$

209,131

Plus: Merger-related costs, net of tax

29,742

26,856

6,592

124,590

33,476

Plus: FDIC special assessment, net of tax

—

—

—

—

664

Plus: Deferred tax asset write-down

—

—

—

—

4,774

Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of tax

—

—

—

77,742

11,520

Less: Gain (loss) on sale of securities, net of tax

2

3

13

(62

)

(5,129

)

Less: (Loss) gain on CRE loan sale, net of tax

—

(3,700

)

—

8,405

—

Less: Gain on sale of equity interest in CSP, net of tax

340

—

—

10,994

—

Adjusted operating earnings (non-GAAP)

141,366

122,693

64,364

456,710

264,694

Less: Dividends on preferred stock

2,967

2,967

2,967

11,868

11,868

Adjusted operating earnings available to common shareholders (non-GAAP)

$

138,399

$

119,726

$

61,397

$

444,842

$

252,826

Operating Efficiency Ratio (1)(6)

Noninterest expense (GAAP)

$

243,243

$

238,446

$

129,675

$

895,570

$

507,534

Less: Amortization of intangible assets

17,692

18,145

5,614

59,668

19,307

Less: Merger-related costs

38,626

34,812

7,013

157,278

40,018

Less: FDIC special assessment

—

—

—

—

840

Adjusted operating noninterest expense (non-GAAP)

$

186,925

$

185,489

$

117,048

$

678,624

$

447,369

Noninterest income (GAAP)

$

57,000

$

51,751

$

35,227

$

219,436

$

118,878

Less: Gain (loss) on sale of securities

2

4

17

(81

)

(6,493

)

Less: (Loss) gain on CRE loan sale

—

(4,805

)

—

10,915

—

Less: Gain on sale of equity interest in CSP

457

—

—

14,757

—

Adjusted operating noninterest income (non-GAAP)

$

56,541

$

56,552

$

35,210

$

193,845

$

125,371

Net interest income (FTE) (non-GAAP) (1)

$

334,789

$

323,629

$

187,039

$

1,172,074

$

713,765

Adjusted operating noninterest income (non-GAAP)

56,541

56,552

35,210

193,845

125,371

Total adjusted revenue (FTE) (non-GAAP) (1)

$

391,330

$

380,181

$

222,249

$

1,365,919

$

839,136

Efficiency ratio

62.83

%

64.28

%

59.35

%

65.16

%

62.09

%

Efficiency ratio (FTE) (1)

62.09

%

63.52

%

58.34

%

64.36

%

60.95

%

Adjusted operating efficiency ratio (FTE) (1)(6)

47.77

%

48.79

%

52.67

%

49.68

%

53.31

%

Operating ROA & ROE (4)

Adjusted operating earnings (non-GAAP)

$

141,366

$

122,693

$

64,364

$

456,710

$

264,694

Average assets (GAAP)

$

37,356,117

$

37,377,383

$

24,971,836

$

34,380,986

$

23,862,190

Return on average assets (ROA) (GAAP)

1.19

%

0.98

%

0.92

%

0.80

%

0.88

%

Adjusted operating return on average assets (ROA) (non-GAAP)

1.50

%

1.30

%

1.03

%

1.33

%

1.11

%

Average equity (GAAP)

$

4,950,858

$

4,866,989

$

3,177,934

$

4,446,839

$

2,971,111

Return on average equity (ROE) (GAAP)

8.97

%

7.51

%

7.23

%

6.16

%

7.04

%

Adjusted operating return on average equity (ROE) (non-GAAP)

11.33

%

10.00

%

8.06

%

10.27

%

8.91

%

Operating ROTCE (2)(3)(4)

Adjusted operating earnings available to common shareholders (non-GAAP)

$

138,399

$

119,726

$

61,397

$

444,842

$

252,826

Plus: Amortization of intangibles, tax effected

13,977

14,335

4,435

47,138

15,253

Adjusted operating earnings available to common shareholders before amortization of intangibles (non-GAAP)

$

152,376

$

134,061

$

65,832

$

491,980

$

268,079

Average tangible common equity (non-GAAP)

$

2,733,470

$

2,647,488

$

1,711,580

$

2,410,115

$

1,591,349

Adjusted operating return on average tangible common equity (non-GAAP)

22.12

%

20.09

%

15.30

%

20.41

%

16.85

%

Pre-tax pre-provision adjusted operating earnings (7)

Net income (GAAP)

$

111,966

$

92,140

$

57,785

$

273,715

$

209,131

Plus: Provision for credit losses

2,211

16,233

17,496

141,788

50,089

Plus: Income tax expense

29,748

24,142

13,519

63,276

50,663

Plus: Merger-related costs

38,626

34,812

7,013

157,278

40,018

Plus: FDIC special assessment

—

—

—

—

840

Less: Gain (loss) on sale of securities

2

4

17

(81

)

(6,493

)

Less: (Loss) gain on CRE loan sale

—

(4,805

)

—

10,915

—

Less: Gain on sale of equity interest in CSP

457

—

—

14,757

—

Pre-tax pre-provision adjusted operating earnings (non-GAAP)

$

182,092

$

172,128

$

95,796

$

610,466

$

357,234

Less: Dividends on preferred stock

2,967

2,967

2,967

11,868

11,868

Pre-tax pre-provision adjusted operating earnings available to common shareholders (non-GAAP)

$

179,125

$

169,161

$

92,829

$

598,598

$

345,366

Weighted average common shares outstanding, diluted

142,118,797

141,986,217

91,533,273

129,161,421

87,909,237

Pre-tax pre-provision earnings per common share, diluted

$

1.26

$

1.19

$

1.01

$

4.63

$

3.93

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

KEY FINANCIAL RESULTS

(Dollars in thousands, except share data)

As of & For Three Months Ended

As of & For Year Ended

12/31/25

9/30/25

12/31/24

12/31/25

12/31/24

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Mortgage Origination Held for Sale Volume

Refinance Volume

$

20,179

$

11,296

$

7,335

$

56,636

$

21,492

Purchase Volume

79,089

97,729

42,677

341,743

179,565

Total Mortgage loan originations held for sale

$

99,268

$

109,025

$

50,012

$

398,379

$

201,057

% of originations held for sale that are refinances

20.3

%

10.4

%

14.7

%

14.2

%

10.7

%

Wealth

Assets under management

$

15,146,318

$

14,819,080

$

6,798,258

$

15,146,318

$

6,798,258

Other Data

End of period full-time equivalent employees

3,001

3,100

2,125

3,001

2,125

_______________________

(1)

  These are non-GAAP financial measures. The Company believes net interest income (FTE), total revenue (FTE), and total adjusted revenue (FTE), which are used in computing net interest margin (FTE), efficiency ratio (FTE) and adjusted operating efficiency ratio (FTE), provide valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

(2)

  These are non-GAAP financial measures. Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies.

(3)

  These are non-GAAP financial measures. The Company believes that ROTCE is a meaningful supplement to GAAP financial measures and is useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally.

(4)

  These are non-GAAP financial measures. Adjusted operating measures exclude, as applicable, merger-related costs, FDIC special assessments, deferred tax asset write-down, the CECL Day 1 non-purchased credit deteriorated (“PCD”) loans and RUC provision expense, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. The Company believes these non-GAAP adjusted measures provide investors with important information about the continuing economic results of the Company’s operations. Due to the impact of completing the Sandy Spring acquisition in the second quarter of 2025 and the acquisition of American National Bankshares in the second quarter of 2024, we updated our non-GAAP operating measures beginning in the second quarter of 2025 to exclude the CECL Day 1 non-PCD loans and RUC provision expense. The CECL Day 1 non-PCD loans and RUC provision expense is comprised of the initial provision expense on non-PCD loans, which represents the CECL “double count” of the non-PCD credit mark, and the additional provision for unfunded commitments. The Company does not view the CECL Day 1 non-PCD loans and RUC provision expense as organic costs to run the Company’s business and believes this updated presentation provides investors with additional information to assist in period-to-period and company-to-company comparisons of operating performance, which will aid investors in analyzing the Company’s performance. Prior period non-GAAP operating measures presented in this release have been recast to conform to this updated presentation.

(5)

  All ratios at December 31, 2025 are estimates and subject to change pending the Company’s filing of its FR Y9‑C. All other periods are presented as filed.

(6)

  The adjusted operating efficiency ratio (FTE) excludes, as applicable, the amortization of intangible assets, merger-related costs, FDIC special assessments, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. This measure is similar to the measure used by the Company when analyzing corporate performance and is also similar to the measure used for incentive compensation. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.

(7)

  These are non-GAAP financial measures. Pre-tax pre-provision adjusted earnings excludes, as applicable, the provision for credit losses, which can fluctuate significantly from period-to-period under the CECL methodology, income tax expense, merger-related costs, FDIC special assessments, gain (loss) on sale of securities, (loss) gain on CRE loan sale, and gain on sale of equity interest in CSP. The Company believes this adjusted measure provides investors with important information about the continuing economic results of the Company’s operations.

(8)

  The calculations for the period ended December 31, 2024 exclude the impact of unvested restricted stock awards outstanding as of each period end; however, unvested shares are reflected in subsequent period ratios.

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

December 31,

September 30,

December 31,

2025

2025

2024

ASSETS

(unaudited)

(unaudited)

(audited)

Cash and cash equivalents:

Cash and due from banks

$

234,257

$

342,490

$

196,435

Interest-bearing deposits in other banks

706,014

447,323

153,695

Federal funds sold

26,191

4,852

3,944

Total cash and cash equivalents

966,462

794,665

354,074

Securities available for sale, at fair value

4,194,301

4,267,523

2,442,166

Securities held to maturity, at carrying value

884,216

883,786

803,851

Restricted stock, at cost

190,200

159,320

102,954

Loans held for sale

18,486

24,772

9,420

Loans held for investment, net of deferred fees and costs

27,796,167

27,361,173

18,470,621

Less: allowance for loan and lease losses

295,108

293,035

178,644

Total loans held for investment, net

27,501,059

27,068,138

18,291,977

Premises and equipment, net

166,752

168,315

112,704

Goodwill

1,733,287

1,726,386

1,214,053

Amortizable intangibles, net

315,544

333,236

84,563

Bank owned life insurance

672,890

669,102

493,396

Other assets

942,557

977,490

676,165

Total assets

$

37,585,754

$

37,072,733

$

24,585,323

LIABILITIES

Noninterest-bearing demand deposits

$

6,844,629

$

7,104,642

$

4,277,048

Interest-bearing deposits

23,627,007

23,560,682

16,120,571

Total deposits

30,471,636

30,665,324

20,397,619

Securities sold under agreements to repurchase

75,432

91,630

56,275

Other short-term borrowings

650,000

—

60,000

Long-term borrowings

771,860

768,682

418,303

Other liabilities

610,428

630,039

510,247

Total liabilities

32,579,356

32,155,675

21,442,444

Commitments and contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $10.00 par value

173

173

173

Common stock, $1.33 par value

188,563

188,504

118,519

Additional paid-in capital

3,888,841

3,882,830

2,280,547

Retained earnings

1,184,908

1,128,659

1,103,326

Accumulated other comprehensive loss

(256,087

)

(283,108

)

(359,686

)

Total stockholders' equity

5,006,398

4,917,058

3,142,879

Total liabilities and stockholders' equity

$

37,585,754

$

37,072,733

$

24,585,323

Common shares issued and outstanding

141,776,886

141,732,071

89,770,231

Common shares authorized

200,000,000

200,000,000

200,000,000

Preferred shares issued and outstanding

17,250

17,250

17,250

Preferred shares authorized

500,000

500,000

500,000

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

December 31,

December 31,

2025

2025

2024

2025

2024

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

Interest and dividend income:

Interest and fees on loans

$

443,714

$

441,944

$

282,116

$

1,615,937

$

1,093,004

Interest on deposits in other banks

6,134

12,478

5,774

26,117

10,751

Interest and dividends on securities:

Taxable

43,038

40,601

23,179

145,547

91,191

Nontaxable

8,956

8,414

8,135

33,886

32,589

Total interest and dividend income

501,842

503,437

319,204

1,821,487

1,227,535

Interest expense:

Interest on deposits

157,886

170,721

129,311

615,537

483,894

Interest on short-term borrowings

957

626

1,187

6,639

23,236

Interest on long-term borrowings

12,831

12,880

5,458

44,398

21,866

Total interest expense

171,674

184,227

135,956

666,574

528,996

Net interest income

330,168

319,210

183,248

1,154,913

698,539

Provision for credit losses

2,211

16,233

17,496

141,788

50,089

Net interest income after provision for credit losses

327,957

302,977

165,752

1,013,125

648,450

Noninterest income:

Service charges on deposit accounts

11,742

12,838

9,832

46,484

37,279

Other service charges, commissions and fees

1,726

2,325

1,811

8,058

7,511

Interchange fees

3,660

4,089

3,342

14,477

12,134

Fiduciary and asset management fees

19,848

18,595

6,925

62,863

25,528

Mortgage banking income

2,084

2,811

928

8,689

4,202

Gain (loss) on sale of securities

2

4

17

(81

)

(6,493

)

Bank owned life insurance income

5,040

5,116

3,555

21,020

15,629

Loan-related interest rate swap fees

8,381

5,911

5,082

18,425

9,435

Other operating income

4,517

62

3,735

39,501

13,653

Total noninterest income

57,000

51,751

35,227

219,436

118,878

Noninterest expenses:

Salaries and benefits

108,405

108,319

71,297

402,081

271,164

Occupancy expenses

13,222

13,582

7,964

48,166

30,232

Furniture and equipment expenses

5,331

6,536

3,783

22,124

14,582

Technology and data processing

17,495

17,009

9,383

61,939

37,520

Professional services

8,044

8,774

5,353

29,312

16,804

Marketing and advertising expense

6,786

5,100

3,517

18,827

12,126

FDIC assessment premiums and other insurance

7,392

8,817

5,155

30,053

20,255

Franchise and other taxes

4,874

4,669

3,594

18,875

18,364

Loan-related expenses

2,216

1,933

1,470

6,676

5,513

Amortization of intangible assets

17,692

18,145

5,614

59,668

19,307

Merger-related costs

38,626

34,812

7,013

157,278

40,018

Other expenses

13,160

10,750

5,532

40,571

21,649

Total noninterest expenses

243,243

238,446

129,675

895,570

507,534

Income before income taxes

141,714

116,282

71,304

336,991

259,794

Income tax expense

29,748

24,142

13,519

63,276

50,663

Net Income

$

111,966

$

92,140

$

57,785

$

273,715

$

209,131

Dividends on preferred stock

2,967

2,967

2,967

11,868

11,868

Net income available to common shareholders

$

108,999

$

89,173

$

54,818

$

261,847

$

197,263

Basic earnings per common share

$

0.77

$

0.63

$

0.61

$

2.03

$

2.29

Diluted earnings per common share

$

0.77

$

0.63

$

0.60

$

2.03

$

2.24

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS) (UNAUDITED)

(Dollars in thousands)

For the Quarter Ended

December 31, 2025

September 30, 2025

Average
Balance

Interest
Income /
Expense (1)

Yield /
Rate (1)(2)

Average
Balance

Interest
Income /
Expense (1)

Yield /
Rate (1)(2)

Assets:

Securities:

Taxable

$

3,938,289

$

43,038

4.34

%

$

3,677,164

$

40,601

4.38

%

Tax-exempt

1,330,808

11,337

3.38

%

1,278,133

10,651

3.31

%

Total securities

5,269,097

54,375

4.09

%

4,955,297

51,252

4.10

%

LHFI, net of deferred fees and costs (3)(4)

27,433,274

445,296

6.44

%

27,386,338

443,639

6.43

%

Other earning assets

852,694

6,792

3.16

%

1,221,782

12,965

4.21

%

Total earning assets

33,555,065

$

506,463

5.99

%

33,563,417

$

507,856

6.00

%

Allowance for loan and lease losses

(295,879

)

(320,915

)

Total non-earning assets

4,096,931

4,134,881

Total assets

$

37,356,117

$

37,377,383

Liabilities and Stockholders' Equity:

Interest-bearing deposits:

Transaction and money market accounts

$

14,850,122

$

88,616

2.37

%

$

14,899,443

$

98,205

2.61

%

Regular savings

2,840,140

12,521

1.75

%

2,889,284

14,240

1.96

%

Time deposits (5)

6,229,539

56,749

3.61

%

6,283,031

58,276

3.68

%

Total interest-bearing deposits

23,919,801

157,886

2.62

%

24,071,758

170,721

2.81

%

Other borrowings (6)

914,352

13,788

5.98

%

868,783

13,506

6.17

%

Total interest-bearing liabilities

$

24,834,153

$

171,674

2.74

%

$

24,940,541

$

184,227

2.93

%

Noninterest-bearing liabilities:

Demand deposits

6,964,548

6,959,897

Other liabilities

606,558

609,956

Total liabilities

32,405,259

32,510,394

Stockholders' equity

4,950,858

4,866,989

Total liabilities and stockholders' equity

$

37,356,117

$

37,377,383

Net interest income (FTE)

$

334,789

$

323,629

Interest rate spread

3.25

%

3.07

%

Cost of funds

2.03

%

2.17

%

Net interest margin (FTE)

3.96

%

3.83

%

_______________________

(1)   Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2)   Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.

(3)   Nonaccrual loans are included in average loans outstanding.

(4)   Interest income on loans includes $48.4 million and $43.9 million for the three months ended December 31, 2025 and September 30, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions.

(5)   Interest expense on time deposits includes $762,000 and $1.2 million for the three months ended December 31, 2025 and September 30, 2025, respectively, in accretion of the fair market value adjustments related to acquisitions.

(6)   Interest expense on borrowings includes $3.2 million and $3.3 million for the three months ended December 31, 2025 and September 30, 2025, respectively, in amortization of the fair market value adjustments related to acquisitions.

CHICO, Calif.--(BUSINESS WIRE)---- $TCBK #CommunityBank--TriCo Bancshares (NASDAQ: TCBK): Executive Commentary: “The strong performance trajectory which we close 2025 and start 2026 gives us good reason to be optimistic about our future. TriCo's foundation, built with exceptional employees and customers, consistently allows us to navigate a broad range of challenges and opportunities with confidence. Execution of our long-term strategies remain our primary focus, and we believe that alignment between the current econom.

-

MELVILLE, N.Y.--(BUSINESS WIRE)--Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of healthcare solutions to office-based dental and medical practitioners, announced today that it will release its fourth quarter 2025 financial results before the stock market opens on Tuesday, February 24, 2026, and will provide a live webcast of its earnings conference call on the same day beginning at 8:00 a.m. Eastern time. Speakers on the call will include Stanley M. Bergman, Chairman of the Board and Chief Executive Officer, and Ronald N. South, Senior Vice President and Chief Financial Officer.

Henry Schein, Inc. (Nasdaq: HSIC) will release its fourth quarter 2025 financial results before the stock market opens on Tuesday, February 24, 2026.

Share Investors can access the call by visiting https://investor.henryschein.com/webcasts. A replay will be available on the Henry Schein website following the presentation.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of people and technology. With more than 25,000 Team Schein Members worldwide, the Company's network of trusted advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and medical practitioners work more efficiently so they can provide quality care more effectively. These solutions also support dental laboratories, government and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than 300,000 branded products and Henry Schein corporate brand products in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 34 countries and territories. The Company's sales reached $12.7 billion in 2024, and have grown at a compound annual rate of approximately 11.2 percent since Henry Schein became a public company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein, Instagram.com/HenrySchein, LinkedIn.com/Company/HenrySchein, and @HenrySchein on X.

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MINNEAPOLIS, Jan. 22, 2026 /PRNewswire/ -- The board of directors of Target Corporation (NYSE:TGT) has declared a quarterly dividend of $1.14 per common share.  The dividend is payable March 1, 2026 to shareholders of record at the close of business February 11, 2026.  The first quarter dividend will be the company's 234th consecutive dividend paid since October 1967 when the company became publicly held.

About Target
Minneapolis-based Target Corporation (NYSE: TGT) serves guests at nearly 2,000 stores and at Target.com, with the purpose of helping all families discover the joy of everyday life. Since 1946, Target has given 5% of its profit to communities, which today equals millions of dollars a week. Additional company information can be found by visiting the corporate website and press center. 

SOURCE Target Corporation

, /PRNewswire/ -- McCormick & Company, Incorporated (NYSE:MKC), a global leader in flavor, today reported financial results for the fourth quarter and fiscal year ended November 30, 2025 and provided its financial outlook for fiscal year 2026.

Net sales increased 3% in the fourth quarter from the year-ago period and included a 1% favorable impact from currency. Organic sales grew 2% compared to the year-ago period. Earnings per share was $0.84 in the fourth quarter compared to $0.80 in the year-ago period. Adjusted earnings per share was $0.86 compared to $0.80 in the year-ago period. Operating income was $311 million in the fourth quarter compared to $306 million in the year-ago period. Adjusted operating income was $317 million compared to $308 million in the year-ago period.  For fiscal year 2025, sales increased 2% from the prior year. As there was minimal impact from currency, organic sales were the same as reported sales. The sales increase was driven by volume and pricing. Earnings per share of $2.93 compared to $2.92 in 2024. Adjusted earnings per share was $3.00 in 2025 compared to $2.95 in 2024. Operating income was $1,071 million in 2025 compared to $1,060 million in 2024. Adjusted operating income was $1,094 million compared to $1,070 million in the year-ago period.  Cash flow from operations was $962 million for fiscal year 2025 compared to $922 million in 2024. In November, the Board authorized a 7% increase to the quarterly dividend, marking the 40th consecutive year of dividend increases. The Company's 2026 outlook reflects continued investment in core categories to sustain its differentiated net sales and volume trends, expand operating margins, and drive shareholder value. Chairman, President, and CEO's Remarks

Brendan M. Foley, Chairman, President, and CEO, stated, "McCormick's performance in 2025 demonstrated the strength and resilience of our business. We achieved differentiated, volume-led organic growth and share gains powered by continued investment in our brands, expanded distribution, and innovation across our portfolio. Despite inflationary pressures and rising costs from a shifting global trade environment, we achieved operating profit growth and operating margin expansion while continuing to invest for future growth. Additionally, we generated strong cash flow, strengthened our balance sheet, and advanced our flavor leadership through the McCormick de Mexico transaction."

"As we move into 2026, McCormick is operating from a position of strength, a solid foundation, and a clear focus on sustainable, profitable growth. Our outlook reflects continued top-line momentum, gross margin recovery, and strong operating profit performance, supported by executing on our strategic priorities, efficiency gains, and the strategic acquisition of a controlling interest in  McCormick de Mexico. While global trade dynamics continue to create headwinds and we are facing elevated costs for the year, we are leveraging our competitive advantages, productivity initiatives, and cost management discipline to help mitigate these pressures, sustain volume growth, and fund investments that drive long-term value creation." 

"Lastly, I am proud of and grateful to McCormick employees worldwide. Their dedication, agility, and commitment to excellence continue to propel our success. Together, we are executing with discipline, advancing our leadership in flavor, and delivering differentiated results for consumers, customers, and shareholders."

Fourth Quarter and Fiscal Year 2025 Results

Sales Metrics

Fourth Quarter 2025

As
Reported

Organic1

% Change  

Volume/  
Mix

Price 

% Change  

Total Net Sales

2.9 %

0.2 %

1.9 %

2.1 %

Total Consumer

3.9 %

1.0 %

2.1 %

3.1 %

Americas

3.1 %

1.0 %

2.2 %

3.2 %

EMEA

8.5 %

0.8 %

2.3 %

3.1 %

APAC

0.7 %

1.8 %

— %

1.8 %

Total Flavor Solutions   

1.4 %

(0.9) %

1.6 %

0.7 %

Americas

2.1 %

(1.6) %

3.1 %

1.5 %

EMEA

(1.1) %

(1.3) %

(1.8) %

(3.1) %

APAC

1.7 %

4.5 %

(2.0) %

2.5 %

Fiscal Year 2025

As
Reported

Organic1

% Change  

Volume/  
Mix

Price 

% Change  

Total Net Sales

1.7 %

1.2 %

0.7 %

1.9 %

Total Consumer

2.6 %

2.1 %

0.3 %

2.4 %

Americas

2.0 %

2.4 %

(0.1) %

2.3 %

EMEA

6.0 %

1.4 %

2.1 %

3.5 %

APAC

1.0 %

1.7 %

0.2 %

1.9 %

Total Flavor Solutions   

0.5 %

(0.2) %

1.3 %

1.1 %

Americas

0.5 %

(0.7) %

2.6 %

1.9 %

EMEA

(2.2) %

(2.2) %

(2.1) %

(4.3) %

APAC

6.2 %

8.6 %

(1.9) %

6.7 %

1 Organic sales growth is defined as the impact of volume/mix and price and excludes the impact of acquisitions or divestitures, as applicable, and foreign currency. For the fourth quarter and fiscal year 2025, organic sales are equal to constant currency sales

Profitability Metrics
($ in millions except per share data)

Fourth Quarter 2025

As Reported

Adjusted

Q4 2025 

vs. 2024 

Q4 2025 

vs. 2024 

Gross profit

$   720.3

(0.3) %

$   721.4

(0.1) %

Gross profit margin

38.9 %

(130) bps

39.0 %

(120) bps

Operating income

$   311.1

1.6 %

$   316.6

2.9 %

Operating income margin

16.8 %

(20) bps

17.1 %

 0 bps

Net income

$   226.6

5.3 %

$   230.9

6.7 %

Earnings per share - diluted   

$     0.84

5.0 %

$     0.86

7.5 %

Fiscal Year 2025

As Reported

Adjusted

FY 2025 

vs. 2024 

FY 2025 

vs. 2024

Gross profit

$ 2,592.2

— %

$ 2,594.3

0.1 %

Gross profit margin

37.9 %

(60) bps

37.9 %

(60) bps

Operating income

$ 1,070.8

1.0 %

$ 1,094.0

2.3 %

Operating income margin

15.7 %

(10) bps

16.0 %

10 bps

Net income

$   789.4

0.1 %

$   807.1

1.4 %

Earnings per share - diluted

$     2.93

0.3 %

$     3.00

1.7 %

Fourth Quarter 2025 Results

Net sales in the fourth quarter increased 3% from the year-ago period and included a 1% favorable impact from currency. Organic sales increased 2%, driven by growth in both segments.

Consumer segment net sales increased 4% from the fourth quarter of 2024 to $1,127 million, including a 1% favorable impact from currency. Organic sales increased 3%, driven by a 2% increase in price, reflecting tariff and inflation related pricing actions, and 1% increase in volume and product mix. Flavor Solutions segment sales increased 2% from the fourth quarter of 2024 to $723 million, with a 1% impact from currency. Organic sales increased 1% driven by a 2% contribution from price, partially offset by a 1% decline in volume and product mix. Gross profit for the fourth quarter decreased by $2 million from the comparable period in 2024. Gross profit margin contracted 130 basis points versus the fourth quarter of last year. Excluding special charges, adjusted gross profit contracted 120 basis points versus the year-ago period. This contraction was primarily driven by higher commodity costs, tariffs, and costs to support increased capacity for future growth, partially offset by cost savings led by the Company's Comprehensive Continuous Improvement (CCI) program.

Operating income was $311 million in the fourth quarter of 2025 compared to $306 million in the fourth quarter of 2024. Excluding special charges, adjusted operating income was $317 million compared to $308 million in the year-ago period. Adjusted operating income increased 3% from the year-ago period, and included a 1% impact from currency. In constant currency, adjusted operating income increased 2%, driven by decreased selling, general and administrative (SG&A) expenses, due to lower employee-related benefit expense and cost savings led by the CCI program, including SG&A streamlining initiatives, partially offset by lower gross profit, sustained brand marketing investments, and increased technology investments.

Consumer segment operating income, excluding special charges, increased 1% to $231 million in the fourth quarter of 2025 compared to the year-ago period, with minimal impact from currency. The increase was driven by higher sales and decreased SG&A expenses, partially offset by increased commodity costs and tariffs. Flavor Solutions segment operating income, excluding special charges, increased 7% to $86 million in the fourth quarter of 2025 compared to the year-ago period, or 6% in constant currency. This increase was driven by higher sales and decreased SG&A expenses, partially offset by increased commodity costs and tariffs. Earnings per share was $0.84 in the fourth quarter of 2025 compared to $0.80 in the fourth quarter of 2024. Special charges lowered earnings per share by $0.02 per share in the fourth quarter of 2025. Excluding the impact of special charges, adjusted earnings per share was $0.86 in the fourth quarter of 2025 compared to $0.80 in the fourth quarter of 2024. The increase was attributable to the impact of higher operating income, lower adjusted effective tax rate and lower interest expense.

Fiscal Year 2025 Results

Net sales increased 2% in 2025 as compared to 2024 with minimal impact from currency. Organic sales increased 2%, driven by volume and product mix growth of 1%, and a 1% contribution from price.

Consumer segment net sales increased 2% from 2024 to $3,950 million, with minimal impact from currency. Organic sales increased 2%, driven by volume growth. Flavor Solutions segment net sales were comparable to 2024 at $2,890 million, which included a 1% unfavorable impact from currency. Organic sales increased 1%, driven by price. Gross profit increased by $1 million as compared to 2024, representing a gross profit margin contraction of 60 basis points. Excluding special charges, adjusted gross profit increased $3 million from the previous period, reflecting a gross profit margin contraction of 60 basis points. This contraction was primarily driven by higher commodity costs, tariffs, and costs to support increased capacity for future growth, partially offset by cost savings led by the Company's CCI program.

Operating income was $1,071 million in 2025 compared to $1,060 million in 2024. Excluding special charges, adjusted operating income was $1,094 million compared to $1,070 million in the year-ago period. Adjusted operating income increased 2% from the year-ago period, including a 1% unfavorable impact from currency. In constant currency, adjusted operating income increased 3%, driven by decreased selling, general and administrative (SG&A) expenses, due to lower employee-related benefit expense and cost savings led by the CCI program, including SG&A streamlining initiatives, partially offset by sustained brand marketing investments, and increased technology investments.

Consumer segment operating income, excluding special charges, decreased 1% to $735 million in 2025 compared to the year-ago period, with minimal impact from currency. The decrease was primarily due to increased commodity costs and tariffs, as well as investments for future growth, partially offset by decreased SG&A expenses, driven by the Company's CCI program, including SG&A streamlining initiatives. Flavor Solutions segment operating income, excluding special charges, grew 9% to $359 million in 2025 compared to the year-ago period, or 11% in constant currency. The increase was driven by pricing and decreased SG&A expenses, partially offset by higher commodity costs and tariffs. Earnings per share was $2.93 in 2025 compared to $2.92 in the prior year. The unfavorable impact of special charges lowered earnings per share by $0.07 in 2025 and $0.03 in 2024. Excluding these impacts, adjusted earnings per share was $3.00 in 2025 compared to $2.95 in 2024. This increase was driven primarily by higher operating income and lower interest expense, partially offset by a higher adjusted effective tax rate and lower income from unconsolidated operations related to McCormick de Mexico. This decline was driven by the unfavorable impacts of foreign exchange rates, partially offset by improved operating performance from McCormick de Mexico. 

Net cash provided by operating activities was $962 million in 2025 compared to $922 million in 2024.

Fiscal Year 2026 Financial Outlook

McCormick's fiscal 2026 outlook continues to reflect the Company's prioritized investments in key categories to sustain its volume trends and drive long-term profitable growth while appreciating the uncertainty of the consumer and macro environment, including global trade policies. The Company's CCI program is continuing to fuel growth investments while also driving operating margin expansion. Lastly, the outlook reflects meaningful contributions from the acquisition of a controlling interest in McCormick de Mexico, which closed on January 2, 2026. 

Fiscal Year 2026 Guide (1)

Reported 

Constant 
Currency 

Net sales growth

13% to 17%

12% to 16%

Contribution from acquisition of McCormick de Mexico   

11% to 13%

11% to 13%

Organic sales growth (2)

---

1% to 3%

Adjusted operating income

16% to 20%

15% to 19%

Adjusted earnings per share

$3.05 to $3.13

2% to 5%

1% to 4%

(1) Amounts are rounded with percentages calculated from the underlying amounts.

(2) Organic sales growth is defined as the impact of volume/mix and price and excludes the impact of acquisitions or divestitures, as applicable, and foreign currency.

Fiscal Year 2026 Guide - Expectations:

Net Sales:

Sustained volume growth and increased pricing benefits relative to the prior year. Adjusted Operating Income:

Adjusted gross margin expansion to reflect recovery from 2025. Favorable impacts from organic sales growth, McCormick de Mexico accretion, and the Company's CCI program, partially offset by increased commodity costs. SG&A expenses impacted by cost headwinds including digital transformation and build back of incentive compensation, as well as growth investments. In addition, SG&A is expected to benefit from the Company's CCI program, inclusive of streamlining initiatives. Adjusted Earnings per Share:

Adjusted operating income growth partially offset by: Tax rate of approximately 24% vs. 21.5% in 2025. Higher net interest expense, primarily associated with the McCormick de Mexico transaction. Unconsolidated operations expense, reflects elimination of the 25% minority interest in McCormick de Mexico Net Income attributable to Grupo Herdez. The Company expects foreign currency rates to favorably impact net sales by 1%, adjusted operating income by 1%, and adjusted earnings per share by 1%.

For fiscal 2026, the Company expects strong cash flow driven by profit and working capital initiatives and anticipates returning a significant portion of cash flow to shareholders through dividends.

The Company's outlook for 2026 adjusted operating income and adjusted earnings per share are non-GAAP financial measures that exclude or otherwise adjust for items impacting comparability of financial results. The Company is unable to reconcile its projected adjusted operating income to its projected reported operating income for 2026 because it cannot reasonably predict the amount of special charges, including transaction and integration expenses during this time period.

The Company expects 2026 transaction and integration expenses to include a step-up in inventory to fair value related to the recent acquisition of an additional 25% ownership interest in McCormick de Mexico. This step-up will be recognized in cost of goods sold as the related inventory is sold.

Similarly, the Company is unable to reconcile its projected adjusted earnings per share to projected reported earnings per share for 2026 due to the same factors affecting reported operating income, and because the Company cannot reasonably predict the amount of the anticipated non-cash gain from remeasuring the previously held equity interest in McCormick de Mexico to fair value.

Non-GAAP Financial Measures

The tables below include financial measures of organic net sales, adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted operating income margin, adjusted income tax expense, adjusted income tax rate, adjusted net income, and adjusted diluted earnings per share. These represent non-GAAP financial measures which are prepared as a complement to our financial results prepared in accordance with United States generally accepted accounting principles. These financial measures exclude the impact, as applicable, of the following:

Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us to reduce fixed costs, simplify or improve processes, and improve our competitiveness. Included in special charges are transaction and integration costs. 

We believe that these non-GAAP financial measures are important. The exclusion of the items noted above provides additional information that enables enhanced comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends.

These non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP; however, they should not be viewed as a substitute for, or superior to, GAAP results. Furthermore, these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, as they may calculate them differently than we do. We intend to continue providing these non-GAAP financial measures as part of our future earnings discussions, ensuring consistency in our financial reporting. A reconciliation of these non-GAAP financial measures to GAAP financial results is provided below:

(in millions except per share data)

Three Months Ended

Year Ended

11/30/2025 

11/30/2024 

11/30/2025 

11/30/2024 

Gross profit

$  720.3

$   722.2

$  2,592.2

$  2,591.0

Impact of special charges included in cost of goods   
  sold

1.1

—

2.1

—

Adjusted gross profit

$  721.4

$   722.2

$  2,594.3

$  2,591.0

Gross profit margin(1)

38.9 %

40.2 %

37.9 %

38.5 %

Impact of special charges(1)

0.1 %

— %

— %

— %

Adjusted gross profit margin(1)

39.0 %

40.2 %

37.9 %

38.5 %

Operating income

$  311.1

$   306.2

$  1,070.8

$  1,060.3

Impact of special charges

5.5

1.6

23.2

9.5

Adjusted operating income

$  316.6

$   307.8

$  1,094.0

$  1,069.8

% increase versus prior year

2.9 %

2.3 %

Operating income margin(2)

16.8 %

17.0 %

15.7 %

15.8 %

Impact of special charges(2)

0.3 %

0.1 %

0.3 %

0.1 %

Adjusted operating income margin(2)

17.1 %

17.1 %

16.0 %

15.9 %

Income tax expense

$    65.6

$     67.2

$ 195.8

$   184.0

Impact of special charges

1.2

0.3

5.5

2.4

Adjusted income tax expense

$    66.8

$     67.5

$ 201.3

$   186.4

Income tax rate(3)

23.9 %

25.4 %

21.4 %

20.5 %

Impact of special charges

— %

— %

0.1 %

— %

Adjusted income tax rate(3)

23.9 %

25.4 %

21.5 %

20.5 %

Net income

$  226.6

$   215.2

$ 789.4

$   788.5

Impact of special charges

4.3

1.3

17.7

7.1

Adjusted net income

$  230.9

$   216.5

$ 807.1

$   795.6

% increase versus prior year

6.7 %

1.4 %

Earnings per share—diluted

$    0.84

$     0.80

$   2.93

$     2.92

Impact of special charges

0.02

—

0.07

0.03

Adjusted earnings per share—diluted

$    0.86

$     0.80

$   3.00

$     2.95

% increase versus prior year

7.5 %

1.7 %

(1)

Gross profit margin, impact of special charges, and adjusted gross profit margin are calculated as gross profit, impact of special charges, and adjusted gross profit as a percentage of net sales for each period presented.

(2)

Operating income margin, impact of special charges, and adjusted operating income margin is calculated as operating income, impact of special charges, and adjusted operating income as a percentage of net sales for each period presented.

(3)

Income tax rate is calculated as income tax expense as a percentage of income from consolidated operations before income taxes. Adjusted income tax rate is calculated as adjusted income tax expense as a percentage of income from consolidated operations before income taxes excluding special charges of $279.5 million and $936.2 million for the three months and year ended November 30, 2025, respectively, $265.8 million and $907.8 million for the three months and year ended November 30, 2024, respectively.

Because we are a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. Those changes can be volatile. The exclusion of the effects of foreign currency exchange, or what we refer to as amounts expressed "on a constant currency basis," is a non-GAAP measure. We believe that this non-GAAP measure provides additional information that enables enhanced comparison to prior periods excluding the translation effects of changes in rates of foreign currency exchange and provides additional insight into the underlying performance of our operations located outside the U.S. It should be noted that our presentation herein of amounts and percentage changes on a constant currency basis does not exclude the impact of foreign currency transaction gains and losses (that is, the impact of transactions denominated in other than the local currency of any of our subsidiaries in their local currency reported results).

We provide organic net sales growth rates for our consolidated net sales and segment net sales. We believe that organic net sales growth rates provide useful information to investors because they provide transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, acquisitions, and divestitures, as applicable, have on year-to-year comparability. A reconciliation of these measures from reported net sales growth rates, the relevant GAAP measures, are included in the tables set forth below.

Percentage changes in sales and adjusted operating income expressed on a constant currency basis are presented excluding the impact of foreign currency exchange. To present this information for historical periods, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in the average foreign currency exchange rate between the current fiscal period and the corresponding period of the comparative year. Rates of constant currency and organic growth (decline) follow:

Three months ended November 30, 2025

Percentage Change as  
Reported

Impact of Foreign
Currency Exchange  

Percentage Change on  
a Constant Currency
and Organic Basis

Total Net Sales

2.9 %

0.8 %

2.1 %

Total Consumer

3.9 %

0.8 %

3.1 %

  Americas

3.1 %

(0.1) %

3.2 %

  EMEA

8.5 %

5.4 %

3.1 %

  APAC

0.7 %

(1.1) %

1.8 %

Total Flavor Solutions   

1.4 %

0.7 %

0.7 %

  Americas

2.1 %

0.6 %

1.5 %

  EMEA

(1.1) %

2.0 %

(3.1) %

  APAC

1.7 %

(0.8) %

2.5 %

Twelve months ended November 30, 2025

Percentage Change as  
Reported

Impact of Foreign
Currency Exchange  

Percentage Change on  
a Constant Currency
and Organic Basis

Total Net Sales

1.7 %

(0.2) %

1.9 %

Total Consumer

2.6 %

0.2 %

2.4 %

  Americas

2.0 %

(0.3) %

2.3 %

  EMEA

6.0 %

2.5 %

3.5 %

  APAC

1.0 %

(0.9) %

1.9 %

Total Flavor Solutions   

0.5 %

(0.6) %

1.1 %

  Americas

0.5 %

(1.4) %

1.9 %

  EMEA

(2.2) %

2.1 %

(4.3) %

  APAC

6.2 %

(0.5) %

6.7 %

Three months ended November 30, 2025

Percentage Change  
as Reported

Impact of Foreign
Currency Exchange  

Percentage Change on  
Constant Currency
Basis

Adjusted operating income

   Consumer segment

1.3 %

0.3 %

1.0 %

   Flavor Solutions segment

7.4 %

0.9 %

6.5 %

Total adjusted operating income   

2.9 %

0.5 %

2.4 %

Twelve months ended November 30, 2025

Percentage Change  
as Reported

Impact of Foreign
Currency Exchange  

Percentage Change on  
Constant Currency
Basis

Adjusted operating income

   Consumer segment

(0.7) %

(0.1) %

(0.6) %

   Flavor Solutions segment

9.0 %

(1.7) %

10.7 %

Total adjusted operating income   

2.3 %

(0.5) %

2.8 %

To present the percentage change in projected 2026 net sales, adjusted operating income, and adjusted earnings per share (diluted) on a constant currency basis, the projected local currency net sales, adjusted operating income, and adjusted net income for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at forecasted exchange rates. These figures are then compared to the 2026 local currency projected results, which are translated into U.S. dollars at the average actual exchange rates in effect during the corresponding months of fiscal year 2025. This comparison determines what the 2026 consolidated U.S. dollar net sales, adjusted operating income, and adjusted earnings per share (diluted) would have been if the relevant currency exchange rates had not changed from those of the comparable 2025 periods.

Projections for the Year Ending November 30, 2026 

Percentage change in net sales

13% to 17%

Impact of favorable foreign currency exchange

1 %

Percentage change in net sales in constant currency

12% to 16%

Impact of acquisition

11% to 13%

Percentage change in organic net sales

1% to 3%

Percentage change in adjusted operating income

16% to 20%

Impact of favorable foreign currency exchange

1 %

Percentage change in adjusted operating income in constant   
currency

15% to 19%

Percentage change in adjusted earnings per share - diluted

2% to 5%

Impact of favorable foreign currency exchange

1 %

Percentage change in adjusted earnings per share - diluted

1% to 4%

Live Webcast

As previously announced, McCormick will hold a conference call with analysts today at 8:00 a.m. ET. A live audio webcast of the call along with the accompanying presentation materials will be available on the McCormick website, ir.mccormick.com.

Forward-Looking Information

Certain information contained in this release, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, special charges including transaction and integration expenses, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as "may," "will," "expect," "should," "anticipate," "intend," "believe," "plan," and similar expressions. These statements may relate to: general economic and industry conditions, including consumer spending rates, recessions, interest rates, and availability of capital; expectations regarding sales growth potential in various geographies and markets, including the impact of brand marketing support, product innovation, and customer, channel, category, heat platform, and e-commerce expansion; the expected results of operations of businesses acquired, including the additional 25% ownership interest in McCormick de Mexico; expected trends in net sales, earnings performance, and other financial measures; the expected impact of pricing actions on the Company's results of operations, including our sales volume and mix as well as gross margins;  the expected impact of the inflationary cost environment on our business; the anticipated effects of factors affecting our supply chain, including the availability and prices of commodities and other supply chain resources such as raw materials, packaging, labor, and transportation; the potential impact of trade policies, including tariffs; the impact of legal challenges to U.S tariffs; the expected impact of productivity improvements, including those associated with our Comprehensive Continuous Improvement (CCI) program and the Global Business Services operating model initiative; the ability to identify, attract, hire, retain, and develop qualified personnel and the next generation of leaders; the impact of ongoing or future geopolitical conflicts, including the potential for broader economic disruption; expected working capital improvements; the anticipated timing and costs of implementing our business transformation initiative, which includes the implementation of a global enterprise resource planning (ERP) system; the expected impact of accounting pronouncements; expectations regarding pension and postretirement plan contributions and anticipated charges associated with those plans; the holding period and market risks associated with financial instruments; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable payments of interest, repayment of short- and long-term debt, working capital needs, planned capital expenditures, quarterly dividends, and our ability to obtain additional short- and long-term financing or issue additional debt securities; and expectations regarding purchasing shares of McCormick's common stock under the existing repurchase authorization.

These and other forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: the Company's ability to drive revenue growth; the Company's ability to increase pricing to offset, or partially offset, inflationary pressures on the cost of our products; damage to the Company's reputation or brand name; loss of brand relevance; increased private label use; the Company's ability to offset cost pressures or business impacts related to trade policies, including tariffs; the Company's ability to drive productivity improvements, including those related to our CCI program and other streamlining actions; product quality, labeling, or safety concerns; negative publicity about our products; actions by, and the financial condition of, competitors and customers; the longevity of mutually beneficial relationships with our large customers; the ability to identify, interpret and react to changes in consumer preference and demand; business interruptions due to natural disasters, unexpected events or public health crises; issues affecting the Company's supply chain and procurement of raw materials, including fluctuations in the cost and availability of raw and packaging materials; labor shortage, turnover and labor cost increases; the impact of changing political and geopolitical conditions, including conflicts and the potential for broader economic disruption; government regulation, and changes in legal and regulatory requirements and enforcement practices; the lack of successful acquisition and integration of new businesses; global economic and financial conditions generally, availability of financing, interest and inflation rates, and the imposition of tariffs, quotas, trade barriers and other similar restrictions; foreign currency fluctuations; the effects of our amount of outstanding indebtedness and related level of debt service as well as the effects that such debt service may have on the Company's ability to borrow or the cost of any such additional borrowing, our credit rating, and our ability to react to certain economic and industry conditions; impairments of indefinite-lived intangible assets; assumptions we have made regarding the investment return on retirement plan assets, and the costs associated with pension obligations; the stability of credit and capital markets; risks associated with the Company's information technology systems, including the threat of data breaches and cyber-attacks; the Company's inability to successfully implement our business transformation initiative; fundamental changes in tax laws; including interpretations and assumptions we have made, and guidance that may be issued, and volatility in our effective tax rate; climate change; Environmental, Social and Governance (ESG) matters; infringement of intellectual property rights, and those of customers; litigation, legal and administrative proceedings; the Company's inability to achieve expected and/or needed cost savings or margin improvements; negative employee relations; and other risks described herein under Part I, Item 1A "Risk Factors."

Actual results could differ materially from those projected in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

About McCormick

McCormick & Company, Incorporated is a global leader in flavor. With approximately $7 billion in annual sales across 150 countries and territories, we manufacture, market, and distribute herbs, spices, seasonings, condiments and flavors to the entire food and beverage industry including retailers, food manufacturers and foodservice businesses. Our most popular brands with trademark registrations include McCormick, French's, Frank's RedHot, Stubb's, OLD BAY, Lawry's, Zatarain's, Ducros, Vahiné, Cholula, Schwartz, Kamis, DaQiao, Club House, Aeroplane, Gourmet Garden, FONA and Giotti. The breadth and reach of our portfolio uniquely position us to capitalize on the consumer demand for flavor in every sip and bite, through our products and our customers' products. We operate in two segments, Consumer and Flavor Solutions, which complement each other and reinforce our differentiation. The scale, insights, and technology that we leverage from both segments are meaningful in driving sustainable growth.

Founded in 1889 and headquartered in Hunt Valley, Maryland USA, McCormick is committed to its Purpose – To Make Life More Flavorful – and driven by its Vision - To be the World's Most Trusted Source of Flavor.

To learn more, visit: www.mccormickcorporation.com or follow McCormick & Company on Instagram and LinkedIn.

For information contact:

Investor Relations:
Faten Freiha - [email protected]

Global Communications:
Lori Robinson - [email protected]

(Financial tables follow)

Fourth Quarter Report

McCormick & Company, Incorporated

Consolidated Income Statement
(Unaudited)

(In millions except per-share data)

Three months ended

Year ended

November 30,
2025

November 30,
2024

November 30,
2025

November 30,
2024

Net sales

$             1,850.4

$             1,798.0

$             6,840.3

$             6,723.7

Cost of goods sold

1,130.1

1,075.8

4,248.1

4,132.7

Gross profit

720.3

722.2

2,592.2

2,591.0

Selling, general and administrative   
expense

404.8

414.4

1,500.3

1,521.2

Special charges

4.4

1.6

21.1

9.5

Operating income

311.1

306.2

1,070.8

1,060.3

Interest expense

46.5

52.7

196.2

209.4

Other income, net

9.4

10.7

38.4

47.4

Income from consolidated operations
before income taxes

274.0

264.2

913.0

898.3

Income tax expense

65.6

67.2

195.8

184.0

Net income from consolidated
operations

208.4

197.0

717.2

714.3

Income from unconsolidated
operations

18.2

18.2

72.2

74.2

Net income

$                 226.6

$                 215.2

$                 789.4

$                 788.5

Earnings per share–basic

$                   0.84

$                   0.80

$                   2.94

$                   2.94

Earnings per share–diluted

$                   0.84

$                   0.80

$                   2.93

$                   2.92

Average shares outstanding - basic

268.6

268.4

268.5

$                 268.5

Average shares outstanding - diluted

269.3

269.7

269.4

269.6

Fourth Quarter Report

McCormick & Company, Incorporated

Consolidated Balance Sheet (Unaudited)

(In millions)

November 30, 2025

November 30, 2024

Assets

Cash and cash equivalents

$                           95.9

$                         186.1

Trade accounts receivable, net of allowances

628.9

587.4

Inventories

1,272.0

1,239.9

Prepaid expenses and other current assets

141.3

125.6

Total current assets

2,138.1

2,139.0

Property, plant and equipment, net

1,448.8

1,413.0

Goodwill

5,301.3

5,227.5

Intangible assets, net

3,293.1

3,318.9

Other long-term assets

1,019.1

971.9

Total assets

$                   13,200.4

$                   13,070.3

Liabilities

Short-term borrowings and current portion of long-term debt   

$                        890.5

$                         748.3

Trade accounts payable

1,259.4

1,238.1

Other accrued liabilities

912.3

896.4

Total current liabilities

3,062.2

2,882.8

Long-term debt

3,105.8

3,593.6

Deferred taxes

835.8

840.5

Other long-term liabilities

428.5

436.6

Total liabilities

7,432.3

7,753.5

Shareholders' equity

Common stock

2,283.2

2,237.2

Retained earnings

3,816.4

3,545.0

Accumulated other comprehensive loss

(363.1)

(491.2)

Total McCormick shareholders' equity

5,736.5

5,291.0

Non-controlling interests

31.6

25.8

Total shareholders' equity

5,768.1

5,316.8

Total liabilities and shareholders' equity

$                   13,200.4

$                   13,070.3

Fourth Quarter Report

McCormick & Company, Incorporated

Consolidated Cash Flow Statement (Unaudited)

(In millions)

Year Ended

November 30, 2025

November 30, 2024

Operating activities

Net income

$                          789.4

$                          788.5

Adjustments to reconcile net income to net cash provided by   
operating activities:

Depreciation and amortization

231.3

208.8

Stock-based compensation

46.2

47.4

Gain on sale of assets

—

(2.1)

Deferred income tax benefit

(6.6)

(30.3)

Income from unconsolidated operations

(72.2)

(74.2)

Changes in operating assets and liabilities (net of effect of
businesses acquired and disposed)

Trade accounts receivable

(14.7)

(20.5)

Inventories

23.9

(125.0)

Trade accounts payable

1.2

135.1

Other assets and liabilities

(94.1)

(72.6)

Dividends received from unconsolidated affiliates

57.8

66.8

Net cash flow provided by operating activities

962.2

921.9

Investing activities

  Acquisition of business

(34.1)

—

Capital expenditures (including software)

(221.8)

(274.9)

Other investing activities

0.7

5.9

Net cash flow used in investing activities

(255.2)

(269.0)

Financing activities

Short-term borrowings (repayments), net

(101.4)

211.1

Long-term debt borrowings

2.7

495.5

Payment of debt issuance costs

—

(1.0)

Long-term debt repayments

(267.9)

(801.1)

Proceeds from exercised stock options

20.9

17.5

Taxes withheld and paid on employee stock awards

(13.2)

(9.0)

Common stock acquired by purchase

(34.8)

(53.1)

Dividends paid

(483.0)

(451.0)

Other financing activities

35.8

8.0

Net cash flow used in financing activities

(840.9)

(583.1)

Effect of exchange rate changes on cash and cash equivalents

43.7

(50.3)

Increase (decrease) in cash and cash equivalents

(90.2)

19.5

Cash and cash equivalents at beginning of year

186.1

166.6

Cash and cash equivalents at end of year

$                            95.9

$                          186.1

SOURCE McCormick & Company, Incorporated