Technology
Powerfleet Reports Results for Fourth Quarter and Full-Year Fiscal 2026
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Revenue of $114.5 million for the fourth quarter, increased 11% year-over-year, driven by services revenue of $92.9 million, up 14%Fourth quarter income from operations improved to $11.0 million from a $7.0 million loss in the prior-year quarter, while net loss improved 78% to $2.7 millionAdjusted EBITDA of $26.4 million for the fourth quarter, up 42% year-over-year, with a margin of 23%Signed a landmark South African National Treasury five-year agreement anticipated to deliver $100 million to $120 million in total contract value
WOODCLIFF LAKE, N.J., June 15, 2026 /PRNewswire/ — Powerfleet, Inc. (“Powerfleet” or the “Company”) (Nasdaq: AIOT), a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, today reported its financial results for the fourth quarter and fiscal year ended March 31, 2026.
“Fiscal 2026 was a defining year for the business. We delivered on our objectives to accelerate growth, compound profitability, and establish a consistent, growing cash flow profile—driving 14% growth in high margin services revenue in the fourth quarter of fiscal 2026, increasing adjusted EBITDA by 42% in the same period, and generating positive free cash flow in the second half of the year,” said Powerfleet CEO Steve Towe. “We are entering fiscal 2027 as a stronger, more focused company with clear visibility into the next phase of our growth. With second-half fiscal 2026 free cash flow improving by $17.8 million, we expect to generate more than $30 million of free cash flow in fiscal 2027, with continued expansion expected in fiscal 2028 as revenue growth, margin improvement, and organic operating leverage compounds.”
Results for Fourth Quarter Fiscal 2026 Compared to Fourth Quarter Fiscal 2025
Revenue increased 11% to $114.5 millionServices revenue increased 14% to $92.9 millionGross margin increased to 56.5% from 52.8% in the prior-year quarterNet loss improved 78% to $2.7 million, and loss per share improved by 7 cents to $(0.02) from $(0.09) in the prior-year quarter
Non-GAAP Results for Fourth Quarter Fiscal 2026 Compared to Fourth Quarter Fiscal 2025
Adjusted EBITDA increased 42% to $26.4 million, with margins expanding by 5% to 23%Adjusted net income increased 102% to $5.6 million and, on a per share basis, doubled to $0.04 per share
Results for Fiscal 2026 Compared to Fiscal 2025
Revenue increased 22% to $443.8 million, at the top of the guidance rangeServices revenue increased 30% to $359.8 millionGross margin increased 180 basis points to 55.5%Net loss improved 60% to $20.6 million, or $(0.15) per share, compared to $(0.43)Operating cash flow increased to $30.5 million from $(3.3) million in fiscal 2025, while continuing to invest in growth through capitalized software development costs of $18.5 million and capital expenditures of $21.6 million.Total outstanding debt was $280.0 million and cash, cash equivalents, and restricted cash was $40.8 million
Non-GAAP Results for Fiscal 2026 Compared to Fiscal 2025
Adjusted EBITDA increased 44% to $97.0 million, with margin expanding to 22%Adjusted net income increased 118% to $11.3 million and, on a per share basis, doubled to $0.08Free cash flow improved $17.8 million in the second half of fiscal 2026, from a use of cash of $13.7 million in the first half to cash generation of $4.1 million in the second half.Total debt, net of cash, cash equivalents, and restricted cash, was $239.2 million. Adjusted net debt to trailing 12-month adjusted EBITDA was 2.47x, representing nearly one turn of improvement from the prior year.
Discussion of Fourth Quarter Results
Revenue for the quarter totaled $114.5 million, an 11% increase from $103.6 million in the fourth quarter of fiscal 2025, driven primarily by 14% growth in high-margin services revenue, which represented more than 81% of total revenue. Gross profit was $64.7 million, and gross margin expanded 370 basis points to 56.5% from 52.8% in the prior-year quarter, reflecting the increasing mix of higher-margin services revenue and improving services gross margins.
Income from operations was $11.0 million, an approximately 10% operating margin, compared with an operating loss of $7.0 million in the prior-year quarter. GAAP net loss improved to $2.7 million, or $(0.02) per basic share, from a net loss of $12.4 million, or $(0.09) per basic share, in the prior-year quarter.
Adjusted EBITDA, a non-GAAP measure, was $26.4 million in the fourth quarter, a 42% increase from $18.7 million in the prior-year quarter, with adjusted EBITDA margin expanding to 23.1% from 18.0%. The improvement reflects the increasing contribution of high-margin services revenue, realized cost synergies, and disciplined operating expense management. A reconciliation of adjusted EBITDA to GAAP net loss, the most directly comparable GAAP measure, is provided in the tables below.
Balance Sheet and Capital Resources
As of March 31, 2026, the Company’s total available liquidity was $63.6 million, comprising cash and cash equivalents of $36.5 million, and available borrowing capacity of $27.1 million under the Company’s existing revolving credit facilities. Total outstanding debt was $280.0 million, and net debt (net of cash, cash equivalents, and restricted cash) was $239.2 million. Net debt to trailing 12-month adjusted EBITDA ratio was 2.47x, an improvement from 3.39x as of March 31, 2025.
Business Highlights
Secured the three largest individual contracts in the Company’s history, including individual $10 million+ TCV contracts with a top three global food & beverage and a global manufacturing enterprise.Signed a landmark agreement with the South African National Treasury to deploy Unity safety solutions, with an anticipated total contract value of $100 million to $120 million over a minimum five-year term and with revenue expected to ramp over the next 18 months.Grew high-quality strategic revenue segments, led by enterprise-grade Unity safety solutions for onsite and AI video on-road applications, with the onsite segment growing 39% in the fourth quarter driven by strong North America sales execution and serving as a key land-and-expand entry point into enterprise mobile operations.Delivered on the adjusted EBITDA expansion cost synergy targets related to business combinations and acquisitions, achieving more than $18 million of annual savings in fiscal 2026 and exiting the year with total realized synergy savings of $34 million over the past two years.Scaled the Unity platform to nearly three million subscribers across 50,000 customers, supported by a differentiated distribution network of more than 350 partners, including AT&T, TELUS, MTN, Telstra, and Accenture, reinforcing the Company’s competitive moat.
Financial Outlook
The Company’s outlook reflects increased momentum exiting the fourth quarter of fiscal 2026 and implies continued double-digit revenue growth at the midpoint of the guidance range, along with further Adjusted EBITDA margin expansion.
Revenue guidance is supported by a larger, higher-quality pipeline and performance is expected to build sequentially throughout fiscal 2027. This progression is expected to be driven by improved pipeline conversion from increased go-to-market investment and the commencement of the South African National Treasury contract in the second quarter. Revenue and margin contribution from the South Africa deployment are expected to accelerate through year-end.
Adjusted EBITDA growth is expected to compound further and outpace revenue growth, reflecting the organic operating leverage in the business. This growth is expected to be driven by a higher mix of services revenue, continued cost discipline, and the benefits of ongoing productivity and cost optimization initiatives. The Company has realized more than $34 million in cost synergies over the past two years and expects to continue investing in centralization, simplification, automation, and AI initiatives during the first half of fiscal 2027. These initiatives require upfront investment in the first half and are expected to yield meaningful savings beginning in the second half. Together with the ramp of the South Africa deployment, these dynamics are expected to drive sequential margin improvement in each quarter of fiscal 2027.
The Company provided guidance for fiscal year 2027 for the following metrics:
Revenue is expected to range from $485 million to $490 million, representing growth of approximately 10% year-over-year at the midpoint of the range. Services revenue is expected to exceed $400 million.Net income is expected to range from $4 million to $8 million, with weighted-average fully diluted shares outstanding of 136 million.Adjusted EBITDA is expected to range from $122 million to $125 million, representing growth of approximately 27% year-over-year at the midpoint of the range, with a margin of approximately 25% at the midpoints of the revenue and Adjusted EBITDA guidance ranges.Free cash flow is expected to range from $30 million to $35 million.
Powerfleet provides guidance for adjusted EBITDA and free cash flow, which are non-GAAP financial measures. Powerfleet does not provide guidance for the most directly comparable GAAP financial measures or a reconciliation of each of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure because it is unable to predict, without unreasonable effort, the timing or amount of certain items that are included in the applicable GAAP financial measure but excluded from adjusted EBITDA and/or free cash flow. These items may include, among others, stock-based compensation, acquisition-related expenses, fair-value adjustments, restructuring charges and other non-recurring items. The variability of these items could have a significant impact on Powerfleet’s future GAAP financial results, and therefore, Powerfleet is unable to provide a reconciliation at this time.
INVESTOR CONFERENCE CALL AND BUSINESS UPDATE
Powerfleet management will hold a conference call on Monday, June 15, 2026, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the fourth quarter and fiscal year 2026 ended March 31, 2026, and provide a business update.
Date: Monday, June 15, 2026
Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Toll Free: 888-506-0062
International: 973-528-0011
Participant Access Code: 931158
The conference call will be broadcast simultaneously and available for replay here. Additionally, both the webcast and accompanying slide presentation will be available via the investor section of Powerfleet’s website at ir.powerfleet.com.
USE OF NON-GAAP FINANCIAL MEASURES
Management evaluates the financial performance of our business on a variety of key indicators, including non-GAAP measures of adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA gross margin, adjusted net income per share, adjusted EBITDA leverage ratio, free cash flow, net debt and adjusted net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’ overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to total revenues, net income, net income margin, gross margin, net income per share, net cash provided by operating activities or total debt as an indicator of operating performance or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A reconciliation of all non-GAAP financial measures included in this press release to the most directly comparable GAAP financial measures is provided in Annex A titled “Non-GAAP Financial Measures,” including a description of these non-GAAP financial measures and the reasons why management uses these measures.
ABOUT POWERFLEET
Powerfleet (Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and sustained business improvement. The Company is headquartered in New Jersey, United States, with offices around the globe. Explore more at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange (JSE).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions.
These forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as including our financial outlook and guidance for fiscal 2027 and the anticipated financial impacts of recent business combinations and acquisitions. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the possibility that we may not fully realize the anticipated benefits of our acquisitions and ongoing business transformation initiatives; (ii) significant losses, accumulated deficits and an inability to achieve or sustain profitability; (iii) future global economic, political and business conditions, including inflation, interest rate increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs; (iv) the commercial, financial, reputational and regulatory risks to our business associated with operating across multiple geographies, including exposure to foreign exchange fluctuations and economic instability in certain emerging markets; (v) disruptions in our global supply chain, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components and services; (vi) the loss of any of our key customers, reductions in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication companies and regional distributors; (vii) changes in technology, products and customer expectations, which may be more rapid, costly or difficult to address, or less effective, than anticipated; (viii) risks associated with the deployment and use of artificial intelligence and machine learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use or outputs; (ix) potential breaches, disruptions or failures of our information technology systems, including risks that could impair operations, customer access to services, or vendor and customer relationships; (x) our inability to adequately protect our intellectual property rights or defend against third-party intellectual property claims; (xi) our ability to obtain additional capital to fund our operations; and (xii) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC), including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
The forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Powerfleet Investor Contacts
Carolyn Capaccio and Jody Burfening
Alliance Advisors IR
AIOTIRTeam@allianceadvisors.com
Powerfleet Media Contact
Jonathan Bates
jonathan.bates@powerfleet.com
+44 121 717-5360
POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended
March 31,
Year Ended
March 31,
2025
2026
2025
2026
Revenues:
Products
$ 21,866
$ 21,546
$ 85,584
$ 83,975
Services
81,772
92,944
276,931
359,802
Total revenues
103,638
114,490
362,515
443,777
Cost of revenues:
Cost of products
18,152
15,295
61,961
59,153
Cost of services
30,723
34,531
106,017
138,202
Total cost of revenues
48,875
49,826
167,978
197,355
Gross profit
54,763
64,664
194,537
246,422
Operating expenses:
Selling, general and
administrative
expenses
56,839
48,903
204,361
208,487
Research and development expenses
4,904
4,736
16,061
18,359
Total operating expenses
61,743
53,639
220,422
226,846
(Loss) income from operations
(6,980)
11,025
(25,885)
19,576
Interest income
95
211
926
780
Interest expense
(5,655)
(6,919)
(20,330)
(27,526)
Other expense, net
(202)
(2,311)
(1,163)
(4,086)
Net (loss) income before income taxes
(12,742)
2,006
(46,452)
(11,256)
Income tax benefit (expense)
304
(4,064)
(4,517)
(8,688)
Net loss before non-controlling interest
(12,438)
(2,058)
(50,969)
(19,944)
Non-controlling interest
(1)
(608)
(18)
(608)
Net loss
(12,439)
(2,666)
(50,987)
(20,552)
Preferred stock dividend
—
—
(25)
—
Net loss attributable to common stockholders
$ (12,439)
$ (2,666)
$ (51,012)
$ (20,552)
Net loss per share attributable to common stockholders – basic and diluted
$ (0.09)
$ (0.02)
$ (0.43)
$ (0.15)
Weighted-average common shares outstanding – basic and diluted
132,793
134,153
119,877
133,761
POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31, 2025
March 31, 2026
ASSETS
Current assets:
Cash and cash equivalents
$ 44,392
$ 36,496
Restricted cash
4,396
4,322
Accounts receivables, net
78,623
93,820
Inventory, net
18,350
22,448
Prepaid expenses and other current assets
23,319
22,094
Total current assets
169,080
179,180
Fixed assets, net
58,011
62,398
Goodwill
383,146
411,995
Intangible assets, net
258,582
255,518
Right-of-use asset
12,339
15,893
Severance payable fund
3,796
4,445
Deferred tax asset
3,934
4,537
Other assets
21,183
21,599
Total assets
$ 910,071
$ 955,565
LIABILITIES
Current liabilities:
Short-term bank debt and current maturities of long-term debt
$ 41,632
$ 50,355
Accounts payable
41,599
46,353
Accrued expenses and other current liabilities
45,327
37,699
Deferred revenue – current
17,375
20,159
Lease liability – current
5,076
3,386
Total current liabilities
151,009
157,952
Long-term debt – less current maturities
232,160
229,669
Deferred revenue – less current portion
5,197
4,005
Lease liability – less current portion
8,191
13,505
Accrued severance payable
6,039
5,666
Deferred tax liability
57,712
60,063
Other long-term liabilities
3,021
3,090
Total liabilities
463,329
473,950
REDEEMABLE NON-CONTROLLING INTERESTS
Redeemable non-controlling interests
—
6,009
STOCKHOLDERS’ EQUITY
Preferred stock
—
—
Common stock
1,343
1,343
Additional paid-in capital
671,400
682,344
Accumulated deficit
(205,783)
(226,335)
Accumulated other comprehensive (loss) income
(8,850)
29,660
Treasury stock
(11,518)
(11,518)
Total stockholders’ equity
446,592
475,494
Non-controlling interest
150
112
Total equity
446,742
475,606
Total liabilities, redeemable interests and stockholders’ equity
$ 910,071
$ 955,565
POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended March 31,
2025
2026
Cash flows from operating activities
Net loss
$ (50,987)
$ (20,552)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Non-controlling interest
18
608
Inventory reserve
4,480
2,339
Stock-based compensation expense
9,362
7,541
Depreciation and amortization
47,494
60,280
Right-of-use assets, non-cash lease expense
5,007
4,056
Derivative mark-to-market adjustment
(504)
(775)
Bad debts expense
9,418
10,988
Deferred income taxes
(4,872)
(1,737)
Shares issued for transaction bonuses
889
—
Lease termination and modification losses
295
(233)
Other non-cash items
1,061
(2,159)
Changes in operating assets and liabilities:
Accounts receivables
(14,048)
(21,232)
Inventories
5,729
(4,464)
Prepaid expenses and other current assets
5,474
2,201
Deferred costs
(8,437)
(8,545)
Deferred revenue
1,748
1,623
Accounts payable, accrued expenses and other current liabilities
(12,162)
5,228
Lease liabilities
(4,558)
(3,685)
Accrued severance payable, net
1,248
(1,021)
Net cash (used in) provided by operating activities
(3,345)
30,461
Cash flows from investing activities:
Acquisition, net of cash assumed
(137,112)
55
Proceeds from sale of fixed assets
12
140
Capitalized software development costs
(13,782)
(18,532)
Capital expenditures
(20,008)
(21,618)
Repayment of loan advanced to external parties
294
207
Net cash used in investing activities
(170,596)
(39,748)
Cash flows from financing activities:
Repayment of long-term debt
(2,642)
(5,604)
Short-term bank debt, net
19,551
5,716
Purchase of treasury stock upon vesting of restricted stock
(2,836)
—
Payment of preferred stock dividend and redemption of preferred stock
(90,298)
—
Proceeds from private placement, net
66,459
—
Proceeds from long-term debt
125,000
—
Payment of long-term debt costs
(1,410)
—
Proceeds from exercise of stock options, net
1,898
39
Net cash provided by financing activities
115,722
151
Effect of foreign exchange rate changes on cash and cash equivalents
(2,657)
1,166
Net decrease in cash and cash equivalents, and restricted cash
(60,876)
(7,970)
Cash and cash equivalents, and restricted cash at beginning of the period
109,664
48,788
Cash and cash equivalents, and restricted cash at end of the period
$ 48,788
$ 40,818
Reconciliation of cash, cash equivalents, and restricted cash, beginning of the period
Cash and cash equivalents
24,354
44,392
Restricted cash
85,310
4,396
Cash, cash equivalents, and restricted cash, beginning of the period
$ 109,664
$ 48,788
Reconciliation of cash, cash equivalents, and restricted cash, end of the period
Cash and cash equivalents
44,392
36,496
Restricted cash
4,396
4,322
Cash, cash equivalents, and restricted cash, end of the period
$ 48,788
$ 40,818
Supplemental disclosure of cash flow information:
Cash paid for:
Taxes
$ 4,283
$ 7,250
Interest
$ 15,335
$ 24,490
Noncash investing and financing activities:
Common stock issued for transaction bonus
$ 9
$ —
Shares issued in connection with MiX Combination
$ 362,005
$ —
Shares issued in connection with Fleet Complete acquisition
$ 21,343
$ —
Issuance of redeemable non-controlling interest
$ —
$ 8,765
Rebalancing of ownership percentage between parent and subsidiaries
$ —
$ (3,364)
Annex A: Non-GAAP Financial Measures
In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present non-GAAP measures of organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio as supplemental measures of our operating performance. We believe they provide useful information to our investors as they eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. In addition, we use them as an integral part of our internal reporting to measure the performance and operating strength of our business.
We believe organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio, are relevant and provide useful information frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours and are indicators of the operational strength of our business.
Organic revenue growth represents the year-over-year percentage change in revenue, excluding the impact of acquisitions. We believe organic revenue growth provides insight into the underlying performance of the Company’s existing operations by removing the effects of changes in the scope of consolidation. Adjusted EBITDA is equal to net loss attributable to common stockholders, excluding non-controlling interest, preferred stock dividend, interest expense (net), other expense (net), income tax benefit/expense, depreciation and amortization, stock-based compensation, foreign currency losses, restructuring-related expenses, derivative mark-to-market adjustment, acquisition-related expenses and integration-related expenses. Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures, we refined our definition of adjusted EBITDA by removing recognition of pre-October 1, 2024 contract assets (Fleet Complete). Comparative information has been adjusted to conform with the updated presentation. We believe adjusted EBITDA eliminates the uneven effect of considerable amounts of non-cash depreciation and amortization, stock-based compensation and other items that might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue. Adjusted net income is equal to net loss excluding incremental intangible assets amortization expense as a result of business combinations, stock-based compensation (non-recurring/accelerated cost), foreign currency losses, restructuring-related expenses, derivative mark-to-market adjustment, acquisition-related expenses, integration-related expenses and inventory rationalization and other, net of tax. We define adjusted net income per share as adjusted net income divided by the weighted-average number of shares outstanding during the period. We believe adjusted net income provides additional means of evaluating period-over-period operating performance by eliminating certain non-cash expenses and other items that might otherwise make comparisons of our ongoing business with prior periods more difficult and obscure trends in ongoing operations. We define adjusted EBITDA gross profit as gross profit excluding inventory rationalization and other and depreciation and amortization, and adjusted EBITDA gross profit margin as adjusted EBITDA gross profit as a percentage of revenues. Our adjusted EBITDA gross profit is a measure used by management in evaluating the business’s current operating performance by excluding the impact of prior historical costs of assets that are expensed systematically and allocated over the estimated useful lives of the assets, which may not be indicative of the current operating activity. We define non-GAAP selling, general and administrative expense ratios as selling, general and administrative expenses adjusted for restructuring-related expenses, acquisition-related expenses, integration-related expenses, depreciation and amortization, and stock-based compensation, and expressed as a percentage of total revenues. We define adjusted operating expenses as total operating expenses adjusted for acquisition-related expenses, integration-related expenses, stock-based compensation (non-recurring/accelerated cost) and restructuring-related expenses. We present non-GAAP selling, general and administrative expense ratios and adjusted operating expenses to provide a clearer view of our operating cost structure by excluding items that are not directly tied to ongoing business operations. Free cash flow is equal to net cash provided by operating activities, excluding proceeds from the sale of fixed assets, capitalized software development costs and capital expenditures. We present free cash flow because we believe it provides useful information to investors and others in understanding and evaluating the Company’s cash flows by providing detail of the amount of cash the Company generates or utilizes after accounting for all capital expenditures as well as costs that do not relate to our core business operations. We define adjusted net debt as total debt less cash, cash equivalents, and restricted cash, resulting in net debt less unsettled transaction costs. Adjusted net debt to adjusted EBITDA ratio is calculated as adjusted net debt divided by adjusted EBITDA for the trailing 12-month period. We present adjusted net debt and adjusted net debt to adjusted EBITDA ratio to help investors and others better understand our true leverage position and financial flexibility. Unsettled transaction costs – often related to acquisitions, integrations, or financing activities – can temporarily inflate net debt figures and obscure comparability across periods.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio are not intended to be performance measures that should be regarded as an alternative to, or more meaningful than, financial measures presented in accordance with U.S. GAAP. The way we measure adjusted EBITDA, adjusted EBITDA margin, adjusted net income per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio, may not be comparable to similarly titled measures presented by other companies.
A reconciliation of net loss attributable to common stockholders (the most directly comparable financial measure presented in accordance with GAAP) to adjusted EBITDA for the periods shown is presented below (in thousands and unaudited):
Three Months Ended
March 31,
Year Ended
March 31,
2025 (1)
2026
2025 (1)
2026
Net loss attributable to common stockholders
$ (12,439)
$ (2,666)
$ (51,012)
$ (20,552)
Non-controlling interest
1
608
18
608
Preferred stock dividend
—
—
25
—
Interest expense, net
5,560
6,708
19,404
26,746
Other expense, net
—
304
—
129
Income tax (benefit) expense
(304)
4,064
4,517
8,688
Depreciation and amortization
14,452
12,589
47,494
60,280
Stock-based compensation
924
1,603
9,362
7,541
Foreign currency losses
502
80
1,790
3,862
Restructuring-related expenses
6,969
603
10,077
4,923
Derivative mark-to-market adjustment
(29)
1,279
(504)
(775)
Acquisition-related expenses
428
213
21,300
1,689
Integration-related expenses
2,592
1,042
4,851
3,893
Adjusted EBITDA
$ 18,656
$ 26,427
$ 67,322
$ 97,032
Net loss margin
(12.0) %
(2.3) %
(14.1) %
(4.6) %
Adjusted EBITDA margin
18.0 %
23.1 %
18.6 %
21.9 %
Other cash items:
Recognition of pre-October 1, 2024 contract assets (Fleet Complete)
$ 1,768
$ 1,009
$ 3,809
$ 5,035
(1) Following the closing of our acquisition of Fleet Complete, we included an EBITDA adjustment related to the recognition of pre-October 1, 2024, contract assets. This adjustment represented recoveries, through customer billings, of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. This adjustment was intended to give investors a clearer view of underlying operating performance and cash generation. The goal was to better align adjusted EBITDA with operating cash flows.
Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures, we have stopped including this adjustment in our presentation of adjusted EBITDA.
For the three months and years ended March 31, 2025 and 2026, we reported adjusted EBITDA of $18.7 million, $67.3 million, $26.4 million and $97.0 million, respectively. During the same periods, we also invoiced recoveries of $1.8 million, $3.8 million, $1.0 million and $5.0 million, respectively, which are included in cash flows from operating activities in the condensed consolidated statement of cash flows.
The following table (in thousands, except per share data, and unaudited) reconciles net loss to adjusted net income for the periods shown:
Three Months Ended
March 31,
Year Ended
March 31,
2025
2026
2025
2026
Net loss
$ (12,439)
$ (2,666)
$ (50,987)
$ (20,552)
Incremental intangible assets amortization expense as a result of business combinations
5,201
5,495
14,752
22,816
Stock-based compensation (non-recurring/accelerated cost)
—
—
4,693
—
Foreign currency losses
502
80
1,790
3,862
Restructuring-related expenses
6,969
603
10,077
4,923
Derivative mark-to-market adjustment
(29)
1,279
(504)
(775)
Acquisition-related expenses
428
213
21,300
1,689
Integration-related expenses
2,592
1,042
4,851
3,893
Inventory rationalization and other
—
—
—
415
Income tax effect of adjustments
(430)
(391)
(809)
(4,991)
Adjusted net income
$ 2,794
$ 5,655
$ 5,163
$ 11,280
Weighted-average shares outstanding
132,793
134,153
119,877
133,761
Net loss per share – basic
$ (0.09)
$ (0.02)
$ (0.43)
$ (0.15)
Adjusted net income per share – basic
$ 0.02
$ 0.04
$ 0.04
$ 0.08
The following table (in thousands and unaudited) reconciles gross profit margins to adjusted EBITDA gross profit margins for the periods shown:
Three Months Ended
March 31,
Year Ended
March 31,
2025
2026
2025
2026
Products:
Product revenues
$ 21,866
$ 21,546
$ 85,584
$ 83,975
Cost of products
18,152
15,295
61,961
59,153
Products gross profit
$ 3,714
$ 6,251
$ 23,623
$ 24,822
Inventory rationalization and other
$ 2,570
$ —
$ 3,310
$ —
Adjusted EBITDA products gross profit
$ 6,284
$ 6,251
$ 26,933
$ 24,822
Products gross profit margin
17.0 %
29.0 %
27.6 %
29.6 %
Adjusted EBITDA products gross profit margin
28.7 %
29.0 %
31.5 %
29.6 %
Services:
Services revenues
81,772
92,944
276,931
359,802
Cost of services
30,723
34,531
106,017
138,202
Services gross profit
$ 51,049
$ 58,413
$ 170,914
$ 221,600
Depreciation and amortization
11,773
11,440
37,984
51,982
Adjusted EBITDA services gross profit
$ 62,822
$ 69,853
$ 208,898
$ 273,582
Services gross profit margin
62.4 %
62.8 %
61.7 %
61.6 %
Adjusted EBITDA services gross profit margin
76.8 %
75.2 %
75.4 %
76.0 %
Total:
Total revenues
$ 103,638
$ 114,490
$ 362,515
$ 443,777
Total cost of revenues
48,875
49,826
167,978
197,355
Total gross profit
$ 54,763
$ 64,664
$ 194,537
$ 246,422
Inventory rationalization and other
$ 2,570
$ —
$ 3,310
$ —
Depreciation and amortization
$ 11,773
$ 11,440
$ 37,984
$ 51,982
Adjusted EBITDA gross profit
$ 69,106
$ 76,104
$ 235,831
$ 298,404
Gross profit margin
52.8 %
56.5 %
53.7 %
55.5 %
Adjusted EBITDA gross profit margin
66.7 %
66.5 %
65.1 %
67.2 %
The following table (in thousands and unaudited) reconciles selling, general and administrative (“SG&A”) expenses to non-GAAP SG&A expenses for the periods shown:
Three Months Ended
March 31,
Year Ended
March 31,
2025
2026
2025
2026
Total revenues
$ 103,638
$ 114,490
$ 362,515
$ 443,777
Selling, general and administrative expenses
Selling, general and administrative expenses
56,839
48,903
204,361
208,487
Restructuring-related expenses
(4,499)
(603)
(6,767)
(4,923)
Acquisition-related expenses
(428)
(213)
(21,300)
(1,689)
Integration-related expenses
(2,592)
(1,042)
(4,851)
(3,893)
Depreciation and amortization
(2,401)
(1,149)
(7,979)
(8,298)
Stock-based compensation
(924)
(1,603)
(9,362)
(7,541)
Non-GAAP selling, general and administrative expenses
45,995
44,293
154,102
182,143
Non-GAAP sales and marketing expenses
17,345
19,895
52,869
77,180
Non-GAAP general and administrative expenses
28,750
24,398
101,233
104,963
Non-GAAP selling, general and administrative expenses
$ 46,095
$ 44,293
$ 154,102
$ 182,143
Non-GAAP sales and marketing expenses as a percentage of total revenue
16.7 %
17.4 %
14.6 %
17.4 %
Non-GAAP general and administrative expenses as a percentage of total revenue
27.7 %
21.3 %
27.9 %
23.7 %
Research and development expenses
Research and development incurred
$ 9,082
$ 8,156
$ 28,881
$ 34,771
Research and development capitalized
(4,178)
(3,420)
(12,820)
(16,412)
Research and development expenses
$ 4,904
$ 4,736
$ 16,061
$ 18,359
Research and development incurred as a percentage of total revenues
8.8 %
7.1 %
8.0 %
7.8 %
Research and development expenses as a percentage of total revenues
4.7 %
4.1 %
4.4 %
4.1 %
The following table (in thousands and unaudited) reconciles total operating expenses to adjusted operating expenses for the periods shown:
Three Months Ended
March 31,
Year Ended
March 31,
2025
2026
2025
2026
Total operating expenses
$ 61,743
$ 53,639
$ 220,422
$ 226,846
Adjusted for:
Acquisition-related expenses
428
213
21,300
1,689
Integration-related expenses
2,592
1,042
4,851
3,893
Stock-based compensation (non-recurring/accelerated cost)
—
—
4,693
—
Restructuring-related expenses
4,499
603
6,767
4,923
7,519
1,858
37,611
10,505
Adjusted operating expenses
$ 54,224
$ 51,781
$ 182,811
$ 216,341
The following table (in thousands and unaudited) reconciles net cash provided by operating activities to free cash flow for the periods shown:
Three Months Ended
June 30,
2025
September 30,
2025
December 31,
2025
March 31,
2026
Net cash provided by operating activities
$ 4,721
$ 5,522
$ 10,208
$ 10,010
Plus: Proceeds from sale of fixed assets
16
2
39
83
Less: Capitalized software development costs
(3,724)
(7,767)
(2,608)
(4,433)
Less: Capital expenditures
(8,114)
(4,338)
(5,265)
(3,901)
Free cash flow
$ (7,101)
$ (6,581)
$ 2,374
$ 1,759
The following table (in thousands and unaudited) reconciles total debt to adjusted net debt for the periods shown:
March 31,
2025
March 31,
2026
Total debt
$ 273,792
$ 280,024
Less: Cash, cash equivalents, and restricted cash
(48,788)
(40,818)
Net debt
225,004
239,206
Unsettled transaction costs
3,551
—
Adjusted net debt
$ 228,555
$ 239,206
12-month trailing adjusted EBITDA
$ 67,322
$ 97,032
Adjusted net debt to adjusted EBITDA ratio
3.39
2.47
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Keeper Security Introduces Universal Secrets Sync to Eliminate Credential Drift Across Cloud Environments
Published
9 minutes agoon
June 15, 2026By
New KeeperPAM capability automatically distributes rotated secrets to AWS, Azure and Google Cloud in a single rotation event with no manual steps or drift
CHICAGO, June 15, 2026 /PRNewswire/ — Keeper Security, the leading zero-trust and zero-knowledge identity security and Privileged Access Management (PAM) platform, is announcing the availability of Keeper Universal Secrets Sync, which launched on June 4th. The new capability within KeeperPAM® automatically distributes credentials and secrets to external secrets managers and cloud platforms the moment they rotate, closing the gap between stored secrets and what’s actually running in production.
For organizations managing secrets across multi-cloud environments, the risk is not only exposure – it’s drift. When credentials stored in a PAM platform fall out of sync with what is running in production pipelines, the consequences range from access failures and delayed incident response to shadow secrets that carry active privileges no security team can see, govern or revoke. Global research has found that 86% of IT and security leaders agree their organization would benefit from a PAM solution, yet even among organizations with PAM in place, 46% still struggle to manage privileged access consistently across cloud and hybrid environments. Universal Secrets Sync closes that gap.
Automatic Distribution Across Every Cloud Target
Keeper Universal Secrets Sync monitors one or more Keeper Secrets Manager shared folders and automatically distributes the contents to configured cloud targets, including AWS Secrets Manager, Azure Key Vault and Google Cloud Secret Manager. When a secret rotates in KeeperPAM, every cloud environment receives the updated credential automatically, with no manual exports, no custom integration scripts and no reconfiguration after rotation required.
Additional capabilities include:
Automatic sync – Any change to a secret in a linked shared folder triggers an automatic push to all connected cloud targets. No manual action is required; the Gateway processes and distributes the update in the background.Dry Run mode – Security teams preview exactly what will change before any secret is distributed, making Universal Secrets Sync compatible with change control requirements and environments that require additional oversight.Multi-folder sync – Secrets from multiple Keeper shared folders can be synchronized in a single configuration.Sync Identity – Administrators can specify a dedicated IAM role, managed identity or service account, with least-privilege access to the secrets store, for the Keeper Gateway to assume during sync operations.Error recovery – Missing secrets and permission errors are surfaced automatically, reducing the risk of sync failures going undetected.
“Secrets drift is one of the most underappreciated risks in enterprise security programs,” said Craig Lurey, CTO and Co-founder of Keeper Security. “Organizations unknowingly leave stale credentials active in downstream cloud environments when distribution is manual. Universal Secrets Sync makes distribution automatic and auditable. Every secret rotation updates to all connected targets simultaneously, with Dry Run mode giving teams full visibility into what will change before anything is written.”
Flexible Retrieval for Every Workload
Universal Secrets Sync gives developers the right access path for each use case. Cloud-native applications that demand high throughput and low latency continue reading directly from AWS Secrets Manager, Azure Key Vault or Google Cloud Secret Manager using familiar native SDKs and IAM controls – ideal for services performing hundreds of thousands or millions of retrievals per day. For CI/CD pipelines, scripts, internal tools and services running outside the cloud, developers retrieve secrets directly from Keeper Secrets Manager via the KSM SDK or CLI, with full zero-knowledge protection end-to-end. The result is a single source of truth with two complementary access patterns – fast, native retrieval where scale matters, and direct KSM access where reach and zero-knowledge control matter most.
Keeper Universal Secrets Sync is available now as part of KeeperPAM and is included in existing KeeperPAM licenses. Existing customers should contact their Keeper customer success manager to enable this feature. New customers can request a demo at keepersecurity.com.
About Keeper Security
Keeper Security is the leading zero-trust and zero-knowledge identity security solution, trusted by millions of people and thousands of organizations globally. KeeperPAM® is Keeper’s privileged access management platform that unifies password and passkey management, secrets management, privileged session management and endpoint privilege management in a single cloud-native platform, protected with quantum-resistant encryption. KeeperAI delivers real-time, AI-native threat detection across every privileged session. As AI agents proliferate and identity becomes the defining attack surface, Keeper governs access for humans, machines, non-human identities and AI agents, serving as the unified control plane for access, compliance and visibility across the enterprise. For more information, visit KeeperSecurity.com.
Learn more: KeeperSecurity.com
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Media Contact
Katherine Benfield
ICR for Keeper Security
KeeperSecurity@icrinc.com
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Technology
Tripadvisor Enters into Agreement to Sell TheFork to American Express for $700 Million
Published
9 minutes agoon
June 15, 2026By
Transaction highlights the value of Tripadvisor’s portfolio and enables greater focus on experiences
NEEDHAM, Mass., June 15, 2026 /PRNewswire/ — Tripadvisor, Inc. (NASDAQ: TRIP) (the “Company”) today announced it has entered into a put option agreement to sell TheFork, its online restaurant reservation and management platform in Europe, to American Express for $700 million in an all-cash transaction.
The agreement follows Tripadvisor’s February 2026 announcement that it would explore strategic alternatives for TheFork. It recognizes the value created in the business over more than a decade, and allows Tripadvisor to focus even more fully on its Experiences strategy.
“This agreement reflects two things we believe deeply: the tangible value across Tripadvisor Group’s portfolio and our ongoing focus on the opportunity we see ahead in Experiences,” said Matt Goldberg, CEO, Tripadvisor Group. “We’re proud of what we’ve built with TheFork and grateful for the team’s work to secure a leading position in European dining. I’m confident that we’ve found an ideal home for them and look forward to expanding our relationship with American Express in the future.”
The transaction is expected to provide Tripadvisor with significant flexibility to accelerate its capital return policy, maintain a well-capitalized balance sheet, and continue investing in its Experiences business to drive shareholder value. The companies also see opportunities to build on their existing relationship and deliver additional value to travelers over time.
“In addition to welcoming TheFork to the American Express family, we’re excited about the opportunity to deepen our relationship with Tripadvisor going forward,” said Stephen Squeri, Chairman and CEO, American Express. “By building on our shared strengths across dining, travel, and experiences, we have opportunities to create even greater value for customers and partners.”
The proposed transaction is expected to close before the end of 2026, subject to labor consultation and customary closing conditions, including regulatory approvals. The Company anticipates minimal tax cost from the sale of TheFork, with net proceeds expected to closely approximate the gross proceeds. Potential uses of proceeds include share repurchases, debt paydown, or inorganic investment within the experiences category.
As of the first quarter of 2026, the Company’s last reported period, the last twelve-month revenue for TheFork was $232 million and adjusted EBITDA for TheFork segment for the same period was $28 million.
Advisors
Goldman Sachs served as financial advisor and Goodwin Procter LLP and Reed Smith LLP served as legal advisors to Tripadvisor and TheFork.
Note on Segment Adjusted EBITDA
We refer to segment adjusted EBITDA as a measure of segment profitability because it is the measure of profit or loss for our reportable segments provided to our Chief Operating Decision Maker (CODM) in accordance with U.S. GAAP for segment reporting. Segment adjusted EBITDA is a key performance measure used by our CODM and Board of Directors to evaluate our individual operating segments. We define adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible asset impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.
About Tripadvisor, Inc.
The Tripadvisor Group connects people to experiences worth sharing, and aims to be the world’s most trusted source for travel and experiences. We leverage our brands, technology, and capabilities to connect our global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, restaurants, and other travel categories such as hotels. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), include a portfolio of travel brands and businesses, including Tripadvisor, Viator, and TheFork.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the proposed sale of Tripadvisor’s TheFork business to American Express, the anticipated benefits, related agreements and timing of the transaction and potential uses of proceeds. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
Key factors that could cause such differences include: whether or when the required employee works council consultation processes are completed; the ability of the parties to successfully execute a definitive purchase agreement following exercise of the put option; the satisfaction of closing conditions, including obtaining regulatory and antitrust approvals; difficulties or unexpected costs relating to segregating the integrated technology data and platform of TheFork from our retained operations and anticipated benefits for Tripadvisor as a result of the proposed transaction do not fully materialize; risks related to disruption of management time; the operational risk of running our core business without the integrated data platform of TheFork; and the potential for material adjustments to net working capital or unforeseen tax consequences related to the divestiture. Tripadvisor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect any change in Tripadvisor’s expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based. Please refer to the publicly filed documents of Tripadvisor, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Tripadvisor subsequently filed with the SEC, for additional information about Tripadvisor and about the risks and uncertainties related to Tripadvisor’s business which may affect the statements in this release.
TRIP-G
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HONEYWELL BOARD OF DIRECTORS APPROVES SPIN-OFF OF HONEYWELL AEROSPACE
Published
9 minutes agoon
June 15, 2026By
Spin-off distribution is expected to occur on June 29, 2026Honeywell Aerospace will be a leading global tier-1 aerospace and defense supplier of mission critical systems and technologiesHoneywell Technologies will be a global leader of the industrial world’s transition from automation to autonomy
CHARLOTTE, N.C., June 15, 2026 /PRNewswire/ — Honeywell (NASDAQ: HON) today announced that its Board of Directors has formally approved the planned spin-off of Honeywell Aerospace. This approval represents a significant milestone in the separation process, which remains on track for completion on June 29, 2026. Following the completion of the spin-off, the remaining pure-play automation company will be known as Honeywell Technologies.
At 12:01 a.m. New York City time on June 29, 2026 (the “Distribution Date”), Honeywell will distribute all of the issued and outstanding shares of Honeywell Aerospace common stock pro rata to Honeywell shareowners of record on June 15, 2026 (the “Record Date”), on the basis of one share of Honeywell Aerospace common stock for every two shares of Honeywell common stock held as of the close of business on the Record Date. The distribution is subject to the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission (“SEC”) as part of Honeywell Aerospace’s registration statement on Form 10, which was declared effective by the SEC on June 11, 2026.
“Today’s announcement clears the path to establishing two independent industry leaders in Honeywell Aerospace and Honeywell Technologies and also reflects our significant portfolio transformation over the past three years,” said Vimal Kapur, Chairman and CEO of Honeywell. “With clear strategies and growth drivers that build on Honeywell’s century-long legacy, we are confident that both companies will be well-positioned to maximize long-term value for customers, employees and shareowners.”
Honeywell Aerospace common stock is expected to begin trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “HONAV” on a “when-issued” basis on or about June 15, 2026. Honeywell Aerospace common stock is expected to begin “regular-way” trading on Nasdaq under the ticker symbol “HONA” on June 29, 2026. Following the separation, Honeywell Technologies will continue to trade on the Nasdaq under the ticker “HON.”
Beginning on or about June 15, 2026 and continuing through June 26, 2026, it is expected that there will be two markets in Honeywell common stock on Nasdaq: a “regular-way” market under Honeywell’s current ticker symbol “HON”, in which Honeywell shares will trade with the right to receive shares of Honeywell Aerospace common stock on the Distribution Date, and an “ex distribution” market under the ticker symbol “HONIV”, in which Honeywell shares will trade without the right to receive shares of Honeywell Aerospace common stock on the Distribution Date.
As previously announced, a 1-for-2 reverse stock split of Honeywell Technologies common stock will immediately follow the spin-off along with a proportionate reduction in the Company’s number of authorized shares of common stock, subject to and contingent on the completion of the Honeywell Aerospace spin-off.
About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world’s toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.
Additional Information
Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management’s assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the spin-off transaction described above and to meet the conditions related thereto; (ii) the possibility that the spin-off transaction will not be completed within the anticipated time period or at all; (iii) the possibility that the spin-off transaction will not achieve its intended benefits; (iv) the impact of the spin-off transaction on Honeywell’s businesses and the risk that the spin-off transaction may be more difficult, time-consuming or costly than expected, including the impact on Honeywell’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the spin-off transaction; (vi) the uncertainty of the expected financial performance of Honeywell or Honeywell Aerospace following completion of the spin-off transaction; (vii) negative effects of the announcement or pendency of the spin-off transaction on the market price of Honeywell’s securities and/or on the financial performance of Honeywell; (viii) the ability to achieve anticipated capital structures in connection with the spin-off transaction, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated tax treatments in connection with the spin-off transaction and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; (x) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the spin-off transaction and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; and (xi) the possibility that the reverse stock split and authorized share reduction will not be completed within the anticipated time period or at all, including due to a failure of the spin-off transaction to occur. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.
Honeywell Contacts:
Media
Investor Relations
Stacey Jones
Mark Macaluso
(980) 378-6258
(704) 627-6118
Honeywell Aerospace Contacts:
Media
Investor Relations
Brian Grace
Sean Meakim
(602) 897-0205
(704) 627-6200
View original content:https://www.prnewswire.com/news-releases/honeywell-board-of-directors-approves-spin-off-of-honeywell-aerospace-302799898.html
SOURCE Honeywell
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