Forbright, Inc. Reports Third Quarter 2026 Results

EPS of $0.41 on a fully diluted basis for the quarter

Net interest income up 14% QoQ

Loan balances up 9.5% QoQ and 24% YoY

Digital deposits grew by $1 billion QoQ driven by promotion

Core net charge-offs declined to 3 basis points in Q3

CHEVY CHASE, Md.--(BUSINESS WIRE)-- Forbright, Inc. (Nasdaq FRBT):

Fellow Shareholders,

Forbright, Inc.(1) (Nasdaq FRBT), the parent company of wholly-owned subsidiary Forbright Bank (the "Bank"), today reported financial results for the third quarter ended September 30, 2026.

Last quarter, we committed to writing to you plainly, so we will start with the headline: this was a strong quarter. The Company met or exceeded nearly every key performance metric we track relative to our expectations for the quarter. In addition, we believe the business is well-positioned for a strong finish to 2026 and a strong start to 2027.

Looking ahead, we believe our credit discipline, commitment to process and expense management, efficient digital funding platform, and focused lending strategies and fee businesses position the Company very well for long-term growth.

We will begin, as we should, with the numbers for this quarter:

• Net income attributable to the Company was $20.6 million, or $0.41 of diluted earnings attributable to the Company per outstanding share for this quarter.

• Loans grew 9.5% — from $6.1 billion last quarter to $6.6 billion this quarter.

• Net Interest Margin of 3.18% was roughly flat this quarter, compared to 3.19% last quarter.

• Credit quality was excellent. Loans on non-accrual were down, our average loan risk rating improved, and our core net charge-off rate was down to 3 basis points from 8 basis points in the prior quarter.

• Future growth is supported by $7.6 billion in deposits and $1.9 billion in cash and investments at quarter-end, excluding $744 million of deposits and $721 million of cash classified as held-for-sale.

While current conditions remain favorable, we endeavor to operate the business prudently and believe we are well-positioned to adapt to changing economic conditions.

Total assets increased $1.1 billion to $9.6 billion as of September 30, 2026, from $8.5 billion as of June 30, 2026. On August 21, 2026, the Bank entered into an agreement to sell its Washington, D.C.-area legacy branches and associated deposits to Trustar Bank (the "Branch Sale"). The transaction will include branches in Potomac and North Bethesda, Maryland, a customer service hub in McLean, Virginia, and local deposits with a September 30, 2026 value of $744 million. We expect the Branch Sale to receive regulatory approval during the fourth quarter of 2026 and close during the first quarter of 2027. The increase in assets was primarily due to a build-up of cash, primarily recognized in assets held-for-sale, in anticipation of the Branch Sale and loan growth, partially offset by a decrease in investment securities.

Loans

Total loans were $6.6 billion as of September 30, 2026, an increase of $577.8 million from $6.1 billion as of June 30, 2026. The increase in loans was primarily due to new originations and balance increases in Healthcare Finance within Commercial Real Estate and Commercial and Industrial, and Lender Finance, Fund Finance, Asset Finance, and Project Finance within Commercial and Industrial loans held for investment.

Investment Securities

Total carrying amount of investment securities was $1.1 billion as of September 30, 2026, compared to $1.3 billion as of June 30, 2026. Investment securities decreased $0.2 billion due to maturities of U.S. Treasury securities.

Deposits

Total deposits were $7.6 billion as of September 30, 2026, compared to $7.3 billion as of June 30, 2026. The increase in deposits was primarily due to an increase in Digital Banking deposits driven by promotions during the quarter, partially offset by the reclassification of $743.9 million of deposits to held-for-sale liabilities in connection with the Branch Sale.

Borrowed Funds

Total borrowed funds were relatively flat at $151.3 million as of September 30, 2026, compared to $151.2 million as of June 30, 2026.

Stockholders' Equity

Total stockholders' equity was $991.7 million as of September 30, 2026, compared to $967.2 million as of June 30, 2026. The increase was primarily driven by the issuance of 1.0 million shares of common stock resulting in proceeds, net of issuance costs, of $17.1 million in connection with the overallotment option associated with the Company's initial public offering and net income for the quarter, partially offset by the impact of unrealized losses on investment securities available-for-sale in other comprehensive loss.

This quarter demonstrates the strength of our business model and continued execution against our growth strategy.

Lending: Loan growth was 9.5% QoQ, driven by over $1 billion in originations. Growth was particularly strong in our Healthcare Finance strategy and each of our six lending businesses enters the fourth quarter with a strong pipeline. Spreads remain very competitive, and we continue to focus on conservative deal structures.

Fee Businesses: Our FHA/HUD strategy had a good quarter, including some catch-up from a slower second quarter. As noted last quarter, we expect results in this business to vary meaningfully QoQ. Our other fee businesses performed generally in line with plan. We have strategic and operational work to do to re-start growth in Alliance Partners, and that work began this past quarter. Higher long-term rates are expected to extend the duration of the servicing book in Solar Servicing.

One note on presentation in our fee businesses: Solar Servicing amounts are increased both in non-interest income and non-interest expense by reimbursable expenses of $7.2 million this quarter, with no impact on Forbright's earnings. As master servicer, we pass certain expenses (including legal expenses) through to the owners of the loans we service. That has always been the case, but extensive litigation in the residential solar sector has magnified the effect in a meaningful way.

Deposits and liquidity: As previewed in last quarter’s earnings presentation, the deposit promotion capability we launched in June exceeded expectations. We ended the quarter with $1.9 billion in cash and investments (excluding $721 million of cash held-for-sale associated with the pending Branch Sale transaction) which is 19.8% of assets. This liquidity position allowed us to hold our deposit rates steady following the Fed's September rate hike, which benefits net interest margin as approximately 85% of our loans repriced between the September rate hike and mid-October. We also have ample liquidity to fund the Branch Sale. Our digital deposit platform is designed to give us flexibility and control over our funding by raising deposits in times of strong loan growth and the ability to manage our cost of funds with discipline when we have excess liquidity.

Credit: Credit quality was excellent, and our average loan risk rating improved again this quarter. Forbright’s national, sector-focused commercial lending capabilities provide attractive financing solutions for our clients. At the same time, we manage credit risk by using our expertise and rigorous diligence to make critical and objective assessments of the risk in each loan we make.

Expenses and Efficiency: Our expense management efforts continue to pay off, and we are on track to meet or exceed our 2027 expense and efficiency objectives. Our efficiency ratio improved to 69.65% this quarter compared to the prior quarter. That number includes $7.2 million of Solar Servicing reimbursable expenses reflected as non-interest expense and non-interest income on our income statement. As we look to 2027, we expect operating expenses — excluding reimbursable expenses in our Solar Services business — will largely remain flat despite the projection for strong loan growth. This is due to the benefits of our fully built platform, a strong company-wide expense management culture, and efficiencies from AI adoption across the business.

Branch Sale to Trustar Bank: As noted, during the quarter, the Bank entered into an agreement to execute the Branch Sale to Trustar Bank. The transaction sharpens Forbright’s strategic focus on building a differentiated bank with three nationwide and complementary businesses: a scalable digital banking and deposit platform, a specialized middle-market commercial lending strategy, and fee-based advisory and servicing capabilities.

As previewed last quarter, we believe AI will accelerate the shift of deposits from branches to digital platforms. A good example of this is the recent launch of a personal AI assistant from a global social media company that quickly became one of the fastest-growing AI apps ever launched. It is an early indicator of a world where AI agents will allow consumers to shop for good savings rates; move money to attractive yield; and strip away the inertia that has long kept cheap and sticky consumer deposits in brick and mortar branches.

For banks, we believe an advantage will shift to institutions with attractive rates, the lowest-friction onboarding technology and an agent-ready platform. Forbright, Inc. Chairman and CEO, John Delaney recently co-wrote in the Wall Street Journal: this is "unambiguously good [for consumers]" but it also raises the bar for banks, and it is the shift Forbright is intently focused on.

Our Digital Banking team plans to roll out new AI capabilities in 2027 that are designed to allow Forbright customers to experience the benefits of AI without compromising financial security. For example, we plan to introduce a virtual card that customers can assign to their AI agents. This new feature is designed to help our customers keep their bank accounts private while securely making purchases through their AI agents. Our upcoming Virtual Card for AI agents is expected to allow users to set strict dollar limits and receive real-time updates, so people can have their AI agent order food delivery or make retail purchases without having to offer their banking history or debit cards. We also plan to give our customers the ability to provide their AI agents with permissioned, logged, and read-only access to Forbright data.

We view Forbright as well positioned for the AI-related changes coming to banking, and we intend to make sure it stays that way.

Quarter-over-Quarter

Net Interest Income / Net Interest Margin

Net interest income was $72.0 million for the three months ended September 30, 2026, compared to $63.1 million for the three months ended June 30, 2026, an increase of $8.8 million. The change reflects an increase in interest income of $18.3 million compared to an increase in interest expense of $9.5 million.

Total interest income increased $18.3 million to $147.3 million for the three months ended September 30, 2026, from $129.1 million for the three months ended June 30, 2026. The increase was primarily due to growth in average loans which increased 9.5% compared to the prior quarter. The remaining increase was largely due to a 14 basis point increase in loan yields and the benefit of one additional day in the quarter. The increase in loan yields was largely due to a recovery of prior non-accrual interest.

Total interest expense increased $9.5 million to $75.4 million for the three months ended September 30, 2026, from $65.9 million for the three months ended June 30, 2026. The increase in interest expense was primarily due to an increase in Digital Banking deposits, an additional day in the quarter, and a one basis point increase in the cost of interest-bearing liabilities.

Net interest margin was 3.18% for the three months ended September 30, 2026, compared to 3.19% for the three months ended June 30, 2026, primarily due to an unfavorable change in asset mix associated with the build-up of excess liquidity in anticipation of the Branch Sale, and a three basis point increase in total cost of funds, which was offset by a 14 basis point increase in the yield on loans.

Provision for Credit Losses

The Company recorded a provision for credit losses of $1.5 million for the three months ended September 30, 2026 compared to a provision of $5.9 million for the three months ended June 30, 2026. The provision for credit losses for the quarter was driven by an increase in the allowance for credit losses on loans ("ACL – Loans") of $1.2 million, net charge-offs of $1.2 million, and a decrease in the allowance for credit losses on unfunded commitments ("ACL – Unfunded") of $1.0 million. The provision for credit losses in the prior quarter was driven by an increase in the ACL – Loans of $1.8 million, net charge-offs of $2.7 million, and an increase in the ACL – Unfunded of $1.4 million. Net charge-offs for the quarterly periods that relate to legacy Consumer and Commercial and Industrial forward flow loans were $0.8 million and $1.7 million, respectively for the three months ended September 30, 2026 and June 30, 2026.

Non-interest Income

Total non-interest income was $29.1 million for the three months ended September 30, 2026, compared to $21.8 million for the three months ended June 30, 2026. The increase of $7.3 million was primarily due to realized and unrealized gains on loans, an increase in FHA/HUD originations, solar loan administration fees related to the solar servicing business, and one additional month of rental income from other tenants in our headquarters building, following our acquisition in April 2026.

Core non-interest income(2) was $17.1 million for the three months ended September 30, 2026, compared to $15.7 million for the three months ended June 30, 2026. The increase of $1.4 million was primarily due to the items noted for total non-interest income related to FHA/HUD fees and solar servicing income.

Non-interest Expense

Total non-interest expense was $70.4 million for the three months ended September 30, 2026 compared to $65.8 million for the three months ended June 30, 2026. The increase of $4.6 million was primarily due to the combination of (i) an increase in incentive bonus compensation, (ii) legal and sub-servicer fees related to the Solar Servicing business, which are largely reimbursed by counterparties to the loans and recognized in other non-interest income and other corporate legal fees, and (iii) one additional month of expenses related to the ownership of the Company’s headquarters following the building acquisition in April 2026. Those increases were partially offset by a decrease in advertising expense related to Digital Banking deposit promotions.

Income Taxes

Income tax expense was $8.5 million for the three months ended September 30, 2026, resulting in an effective tax rate of 29.0%, compared to income tax expense of $9.2 million and an effective tax rate of 69.0% for the three months ended June 30, 2026. Income tax expense for the three months ended September 30, 2026, reflects the recognition of $2.7 million of deferred credit amortization that was offset by a purchase accounting adjustment of $2.7 million for previously recognized amortization, resulting in no net impact from the deferred credit in the quarter. The purchase accounting adjustment was related to the completion of the final tax return for the acquired entity.

Income tax expense for the three months ended June 30, 2026, included (i) a $5.6 million write-down of deferred tax assets as of December 31, 2025, for stock compensation in connection with the initial public offering, which is due to tax rules that limit executive compensation deductions for public companies, and (ii) a $1.1 million benefit for amortization of the deferred credit.

For the three months ended June 30, 2026, the effective tax rate was increased by 42.3% related to the one-time deferred tax asset adjustment for stock compensation, offset by a reduction of 8.6% related to amortization of the deferred credit.

The deferred credit balance as of September 30, 2026, was $36.0 million, compared to $49.1 million as of June 30, 2026. The decrease of $13.1 million was due to true-up adjustments resulting from the final tax return for the acquired entity.

Year-over-Year

Net Interest Income / Net Interest Margin

Net interest income was $194.7 million for the nine months ended September 30, 2026, compared to $196.0 million for the nine months ended September 30, 2025. The slight decrease of $1.3 million was primarily due to an increase in interest expense of $17.5 million marginally exceeding an increase in interest income of $16.2 million.

Total interest income increased $16.2 million to $400.2 million for the nine months ended September 30, 2026, from $384.0 million for the nine months ended September 30, 2025. The increase was primarily due to increases in average loan balances and interest-earning deposits with banks, largely offset by a 142 basis point decrease in yield earned on loans, as well as lower average balances and yields on investment securities. The 142 basis point decrease in yield earned on loans was primarily driven by a 68 basis point decrease in average SOFR, lower average spreads reflecting changes in market pricing, and a mix shift in the loan portfolio toward lower-yielding categories, and higher relative levels of amortization of deferred fees during the nine months ended September 30, 2025, which included $9.8 million for restructured loans.

Total interest expense increased $17.5 million to $205.5 million for the nine months ended September 30, 2026, from $188.0 million for the nine months ended September 30, 2025. The increase in interest expense was primarily due to an increase in average balances in Digital Banking deposits and third-party sweep deposits largely offset by a 35 basis point decrease in the average rate paid on interest-bearing deposits.

Net interest margin was 3.16% for the nine months ended September 30, 2026, compared to 3.83% for the nine months ended September 30, 2025, primarily due to a 142 basis point decrease in the yield on loans partially offset by a positive change in asset mix with loan growth exceeding growth in other earning asset categories, and a 39 basis point decrease in total cost of funds.

Provision for Credit Losses

The Company recorded a provision for credit losses of $10.9 million for the nine months ended September 30, 2026, compared to $17.3 million for the nine months ended September 30, 2025. The provision for credit losses for the nine months ended September 30, 2026, was driven by an increase in the ACL – Loans of $2.8 million and net charge-offs of $8.0 million. The provision for credit losses for the nine months ended September 30, 2025, was driven by an increase in the ACL – Loans of $9.1 million, $7.5 million in net charge-offs, and an increase of $0.6 million in the ACL – Unfunded. Net charge-offs for the year-to-date periods that relate to legacy Consumer and Commercial and Industrial forward flow loans were $5.6 million and $7.4 million, respectively for the nine months ended September 30, 2026 and 2025.

Non-interest Income

Total non-interest income was $66.5 million for the nine months ended September 30, 2026, compared to $49.4 million for the nine months ended September 30, 2025. The increase of $17.1 million was primarily due to servicing fees and trust administration income related to the solar servicing business. The increase was offset by less gains on loan sales and fair value marks, lower investment advisory fees, and a decrease in income related to lower volume of FHA/HUD originations.

Core non-interest income(2) was $47.9 million for the nine months ended September 30, 2026, compared to $29.1 million for the nine months ended September 30, 2025. The increase of $18.8 million was primarily due to the items noted for total non-interest income related to solar servicing income, partially offset by lower investment advisory fees and lower FHA/HUD originations.

Non-interest Expense

Total non-interest expense was $194.6 million for the nine months ended September 30, 2026, compared to $150.4 million for the nine months ended September 30, 2025. The increase of $44.2 million was primarily due to (i) the acquisition of the Solar Servicing business, (ii) the personnel retention compensation program implemented in connection with our initial public offering, (iii) professional fees associated with the initial public offering, and (iv) expenses related to the ownership of the Company’s headquarters following the building acquisition in April 2026.

Income Taxes

Income tax expense was $19.2 million for the nine months ended September 30, 2026, resulting in an effective tax rate of 34.5%, compared to income tax expense of $19.3 million and an effective tax rate of 24.9% for the nine months ended September 30, 2025. Income tax expense for the nine months ended September 30, 2026, included (i) a $5.6 million write-down of deferred tax assets as of December 31, 2025, for stock compensation in connection with the initial public offering, which is due to tax rules that limit executive compensation deductions for companies with publicly traded securities, and (ii) a $5.5 million benefit for amortization of the deferred credit, partially offset by the effect of the $2.7 million purchase accounting adjustment recorded in the third quarter.

For the nine months ended September 30, 2026, the effective tax rate was (i) increased by 10.1% for the one-time deferred tax asset adjustment for stock compensation in the second quarter, (ii) increased by 4.8% for the purchase accounting adjustment in the third quarter, and (iii) reduced by 9.9% for amortization of the deferred credit.

(2) Non-GAAP financial measure. See "Non-GAAP Financial Measures" section of this press release for a reconciliation to the most directly comparable GAAP measure.

The Company's ACL – Loans held for investment at amortized cost was $55.8 million, or 0.91% of total loans held for investment at amortized cost, as of September 30, 2026, compared to $54.6 million, or 0.98%, as of June 30, 2026. The increase in the allowance for September 30, 2026 compared to June 30, 2026, was primarily due to loan growth during the quarter while the reduction in the ratio of ACL – Loans to total loans held for investment at amortized cost was primarily driven by a mix shift within the portfolio toward portfolios with lower ACL – Loans to loans held for investment at amortized cost ratios.

Net charge-offs were $1.2 million, or 0.08% of average loans held for investment at amortized cost, for the three months ended September 30, 2026, compared to $2.7 million, or 0.20%, for the three months ended June 30, 2026. Of the net charge-offs for the three months ended September 30, 2026 and June 30, 2026, $0.8 million and $1.7 million were related to legacy Consumer and Commercial and Industrial forward flow loans.

Net charge-offs were $8.0 million, or 0.19% of average loans held for investment at amortized cost, for the nine months ended September 30, 2026, compared to $7.5 million, or 0.23%, for the nine months ended September 30, 2025. Of the net charge-offs for the nine months ended September 30, 2026 and September 30, 2025, $5.6 million and $7.4 million were related to legacy Consumer and Commercial and Industrial forward flow loans.

Non-performing assets were $74.9 million as of September 30, 2026, compared to $93.7 million as of June 30, 2026. Non-performing assets as a percentage of total assets were 0.78% as of September 30, 2026, compared to 1.10% as of June 30, 2026. Both in total, and as a percentage of total assets, non-performing assets declined from June 30, 2026 to September 30, 2026. The decrease was primarily due to the pay-off or return to accrual status of Commercial Real Estate loans in Healthcare Finance and Real Estate Finance, and Commercial and Industrial loans in Corporate Finance. The decrease in total non-accrual loans was partially offset by the transfer of one Commercial Real Estate asset from loans held for investment at amortized cost to other real estate owned assets.

Non-performing loans held for investment at amortized cost were $56.2 million as of September 30, 2026, compared to $72.5 million as of June 30, 2026. Non-performing loans as a percentage of total loans held for investment at amortized cost was 0.91% as of September 30, 2026, compared to 1.30% as of June 30, 2026. Non-performing loans held for investment at amortized cost declined from June 30, 2026 to September 30, 2026. The decrease was primarily due to the pay-off or return to accrual status of Commercial Real Estate loans in Healthcare Finance and Real Estate Finance during the quarter.

As of September 30, 2026, the Company’s and Bank’s Tier 1 leverage ratio were 9.80% and 10.41%, respectively, compared to 10.38% and 11.24%, respectively, as of June 30, 2026.

As of September 30, 2026, the Company’s and Bank’s Common Equity Tier 1 ratio were 12.87% and 13.68%, respectively, compared to 12.97% and 14.08%, respectively, as of June 30, 2026.

Total stockholders' equity was $991.7 million as of September 30, 2026, compared to $967.2 million as of June 30, 2026. The increase was primarily driven by the issuance of 1.0 million shares of common stock resulting in proceeds, net of issuance costs, of $17.1 million in connection with the overallotment option associated with the Company's initial public offering and net income for the quarter, partially offset by the impact of unrealized losses on investment securities available-for-sale in other comprehensive loss.

As of September 30, 2026, the Company had:

• available borrowing capacity of $422.2 million with the Federal Home Loan Bank of Atlanta;

• available borrowing capacity of $2.1 billion with the Federal Reserve Bank;

• available borrowing capacity of $110.0 million from Fed Funds facilities with four other financial institutions; and

• available-for-sale investment securities with a fair value of $1.0 billion.

   

The Company will host a conference call to discuss its third quarter 2026 financial results on October 29, 2026, at 8:00 a.m. Eastern Time. The live webcast will be available in the Events & Presentations section of the Company’s Investor Relations website at ir.forbrightbank.com.

To join by phone, please pre-register here at least 15 minutes before the call begins.

A replay and transcript will be available in the Events & Presentations section of the Company’s Investor Relations website at ir.forbrightbank.com approximately two hours after the conclusion of the call.

Forbright, Inc. (Nasdaq: FRBT) is a financial holding company and the parent of FDIC-insured Forbright Bank, a modern financial services platform spanning nationwide middle-market lending, digital consumer banking, strategic advisory, and asset management services. Headquartered in Chevy Chase, Maryland, the Company operates at the intersection of two powerful, structural forces reshaping the U.S. banking sector: the rapidly evolving needs of the $10 trillion national middle market and the broadly accelerating shift toward digital-first banking. For more information, please visit forbrightbank.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this press release. The inclusion of our website address in this press release is only as an inactive textual reference.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include discussion of plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as "see," “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phrases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to: economic conditions that impact the financial services industry and/or our business; our ability to manage our credit risk effectively and the potential deterioration of the business and economic conditions in our primary market areas; the composition of our loan portfolio; our ability to achieve organic loan and deposit growth and the composition of such growth; our ability to maintain our bank’s reputation; our ability to attract and retain skilled employees and manage changes in our management personnel; risks associated with unauthorized access, cyber-crime and other threats to data security; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals; the effectiveness of our risk management and internal disclosure controls and procedures; our access to sources of liquidity and capital to address our liquidity needs; the effects of the failure of any component of our business infrastructure provided by a third-party; any failure or interruption of our information and communications systems; the impact of, and changes in applicable laws, regulations and accounting standards and policies; the effects of geopolitical instability, including war, terrorist attacks, and man-made and natural disasters; our ability to keep pace with technological changes; the effects of problems encountered by other financial institutions; the ability to adapt to rapid technological changes, including advancements related to artificial intelligence ("AI"), the use of AI models in credit decisioning, customer service, and operations, including risks of model error, bias, regulatory scrutiny under fair lending laws, and third-party AI dependencies, digital banking platforms, and cybersecurity; advances and changes in technology, including AI, and the Company's ability to develop timely and competitive products and services and effectively manage related risks; risks related to our implementation of new lines of business, new products and services, new technologies, and expansion of our existing business opportunities; risks related to the development and use of AI; and other risks and uncertainties described under “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, and subsequent filings with the U.S. Securities and Exchange Commission.

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

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