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HireQuest Reports Financial Results for Second Quarter 2026

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GOOSE CREEK, S.C., Aug. 10, 2026 /PRNewswire/ — HireQuest (Nasdaq: HQI), a national franchisor of on-demand staffing and direct-hire recruiting services, today reported financial results for the second quarter ended June 30, 2026.

Rick Hermanns, HireQuest’s President and Chief Executive Officer, commented, “Our second quarter results were underscored by a stabilizing job market and recovering demand environment for temporary staffing services. We generated year-over-year revenue growth and significantly enhanced profitability compared with the second quarter of 2025.

“Looking ahead, we believe our franchisees are well positioned to capture demand as market conditions improve, and employers prioritize access to flexible, skilled labor. We remain confident in our long-term strategy and our ability to deliver consistently profitable results and enhanced value for our shareholders,” Mr. Hermanns concluded.

Second Quarter 2026 Review

Franchise royalties in the second quarter of 2026 were $7.6 million compared to $7.3 million in the prior-year period, an increase of 4.1%. Service revenue was $513,000 compared to $354,000 in the prior-year period. The second quarter of 2025 included approximately $620,000 in franchise royalties and $70,000 in service revenue related to the divestiture of certain assets and liabilities associated with the permanent placement franchisee base of HQ MRI Corporation on January 1, 2026 (the “MRINetwork Assets Divestiture”). Pro forma for the MRINetwork Assets Divestiture, franchise royalties increased 13.8% in the second quarter of 2026.

Total revenue in the second quarter of 2026 was $8.1 million compared to $7.6 million in the prior year period, an increase of 6.0%. Pro forma for the MRINetwork Assets Divestiture, total revenue increased 16.6% in the second quarter of 2026.

SG&A expenses in the second quarter of 2026 were $4.0 million compared to $5.9 million in the second quarter of 2025, a decrease of 31.9%. Workers’ compensation expense was approximately $39,000 in the second quarter of 2026 compared to approximately $127,000 in the prior-year period. The second quarter of 2025 included approximately $633,000 in SG&A expenses related to the MRINetwork Assets Divestiture.

Depreciation and amortization in the second quarter of 2026 was approximately $762,000, compared to $734,000 in the second quarter of 2025.

Interest and other financing expense in the second quarter of 2026 was approximately $30,000 compared to $71,000 for the second quarter of 2025. Interest and other financing expense will fluctuate as the Company utilizes the line of credit for acquisitions or other short-term liquidity needs.

Net income in the second quarter of 2026 was $2.7 million or $0.19 per diluted share, compared to a net income of $1.1 million, or $0.08 per diluted share, in the second quarter of 2025.

Adjusted net income for the second quarter of 2026 was $3.2 million, or $0.23 per diluted share compared to adjusted net income of $2.1 million, or $0.15 per diluted share, in the second quarter of 2025.

Adjusted EBITDA for the second quarter of 2026 was $4.6 million compared to $3.3 million in the second quarter of 2025.

System-wide sales for the second quarter of 2026 were $117.8 million compared to $125.9 million for the second quarter of 2025. The decrease was primarily related to $17.7 million in system-wide sales related to the MRINetwork Assets Divestiture. Pro forma for the MRINetwork Assets Divestiture, system-wide sales increased 6.9% in the second quarter of 2026.

Year-To-Date 2026 Review

Franchise royalties for the six months ended June 30, 2026 were $13.6 million compared to $14.2 million for the same period in 2025, a decrease of 4.2%. Service revenue was $975,000 compared to $866,000 in the prior-year period. The six months ended June 30, 2026 included $1.1 million in franchise royalties and $144,000 in service revenue related to the MRINetwork Assets Divestiture. Pro forma for the MRINetwork Assets Divestiture, franchise royalties increased 4.0% for the period.

Total revenue was $14.6 million compared to $15.1 million in the same year-ago period, a decrease of 3.2%. Pro forma for the MRINetwork Assets Divestiture, total revenue increased 5.6% for the period.

SG&A expenses in the first six months of 2026 were $8.3 million compared to $11.1 million for the same period of 2025, a decrease of 25.7%. Workers’ compensation expense was approximately $78,000 in the for the first six months ended June 30, 2026 compared to approximately $155,000 in the prior-year period. The six months ended June 30, 2026 included $1.3 million in SG&A expenses related to the MRINetwork Assets Divestiture.

Depreciation and amortization in the first six months of 2026 was approximately $1.5 million, consistent with $1.5 million in the first six months of 2025.

Interest and other financing for the six months ended June 30, 2026 was approximately $38,000 compared to $214,000 in the prior year period. Interest and other financing expense will fluctuate as the Company utilizes the line of credit for acquisitions or other short-term liquidity needs.

Net income in the year-to-date period for 2026 was $4.3 million or $0.31 per diluted share, compared to a net income of $2.4 million, or $0.17 per diluted share, in the same year-ago period.

Adjusted net income for the six-month period was $5.1 million, or $0.37 per diluted share compared to adjusted net income of $3.9 million, or $0.28 per diluted share, in the first six months of 2025.

Adjusted EBITDA for the six months ended June 30, 2026 was $7.3 million compared to $6.1 million in the same prior-year period.

System-wide sales for the first six months of 2026 were $220.4 million compared to $244.3 million in the same period of 2025. The decrease was primarily related to $33.7 million in system-wide sales related to the MRINetwork Assets Divestiture. Pro forma for the MRINetwork Assets Divestiture, system-wide sales increased 3.6% for the period.

Balance Sheet and Capital Structure

Cash was $1.6 million as of June 30, 2026, compared to $3.9 million as of December 31, 2025. Total assets were $93.4 million as of June 30, 2026, compared to $88.2 million as of December 31, 2025. Total liabilities were $24.5 million as of June 30, 2026, compared to $19.9 million as of December 31, 2025. 

Working capital as of June 30, 2026, was $35.1 million compared to $33.0 million as of December 31, 2025. 

As of June 30, 2026, assuming continued covenant compliance, availability under the line of credit was approximately $41.0 million based on eligible collateral, less letter of credit reserves, bank product reserves, and current advances.

On June 15, 2026, the Company paid a quarterly cash dividend of $0.06 per share of common stock to shareholders of record as of June 1, 2026. The Company intends to pay a $0.06 cash dividend on a quarterly basis, but the declaration of any dividend and the exact amount each quarter will be based on its business results and financial position and is subject to board of directors’ discretion.

Conference Call

HireQuest will hold a conference call to discuss its financial results.

Date:

Monday, August 10, 2026

Time:

4:30 p.m. Eastern Time

Toll-free dial-in number:

888-506-0062

International dial-in number:

973-528-0011

Entry code:

669011

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization.

The conference call will be broadcast live and available for replay at https://www.webcaster5.com/Webcast/Page/2359/54263 and via the investor relations section of HireQuest’s website at https://hirequest.com/.

A replay of the conference call will be available through Monday, August 24, 2026.

Toll-free replay number:

877-481-4010

International replay number:

919-882-2331

Replay passcode:

54263

About HireQuest

HireQuest is a franchisor of staffing solutions with a footprint across the U.S. and international markets. Through its primary divisions – HireQuest Direct, HireQuest Health, Snelling, TradeCorp and DriverQuest – the company delivers temporary, direct-hire, and contract workforce solutions across a wide range of industries, including construction, light industrial, healthcare, finance, manufacturing, hospitality, logistics and more. From on-demand staffing to direct hire recruiting, HireQuest’s divisions work together to provide workforce solutions that help businesses grow and create meaningful opportunities for the communities we serve.  For more information, visit www.hirequest.com

Important Cautions Regarding Forward-Looking Statements

This news release includes and our directors and officers may make certain estimates and other forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, among others, statements with respect to future revenue, franchise sales, system-wide sales, net income and Adjusted EBITDA (a non-GAAP Financial Measure); operating results; dividends and shareholder returns; anticipated benefits and synergies of any proposed transaction and future opportunities, including statements regarding value, profitability or growth prospects, cost synergies of any merger or acquisitions including those we have completed in 2023 and 2024; intended office openings or closings; expectations of the effect on our financial condition of claims and litigation; strategies for customer retention and growth; strategies for risk management; and all other statements that are not purely historical and that may constitute statements of future expectations. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods. 

While we believe these statements are accurate, forward-looking statements are not historical facts and are inherently uncertain. They are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. We cannot assure you that these expectations will materialize, and our actual results may be significantly different. Therefore, you should not place undue reliance on these forward-looking statements. Important factors that may cause actual results to differ materially from those contemplated in any forward-looking statements made by us include the following: the level of demand in and financial performance of the temporary staffing and permanent placement industry; the financial performance of our franchisees; our franchisees’ and our customers’ ability to navigate successfully the challenges posed by instability in the financial and capital markets and the overall economic environment including the impact of increases in the price of oil and gas and any potential recession; changes in customer demand; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones, and the level of service failures that could lead customers to use competitors’ services; workers’ compensation expenses that fluctuate from period to period based on the mix of classifications, the level of payroll, recent claims resolution, and cumulative experience; significant investigative or legal proceedings including, without limitation, those brought about by the existing regulatory environment or changes in the regulations governing the temporary staffing and permanent placement industry and those arising from the action or inaction of our franchisees and temporary employees; strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses including, without limitation, successful integration following the acquisitions of Ready Temporary Staffing, TEC Staffing Services, MRI Network, Snelling Staffing, LINK, Recruit Media, Dental Power, Temporary Alternatives, Inc., and subsequent or smaller acquisitions; the possibility that any strategic target will not agree to consummate a transaction or that any such transaction is consummated on different terms than currently anticipated; the possibility that conditions to the completion of a proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals, will not be met; the possibility that we may be unable to achieve expected synergies and operating efficiencies within an expected time frame or at all and to successfully integrate any acquired operations with ours; the possibility that such integration may be more difficult, time-consuming, or costly than expected, or that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, or suppliers) may be greater than expected following a proposed transaction or the public announcement of a proposed transaction; disruptions to our technology network including computer systems and software whether resulting from a cyber-attack or otherwise; natural events such as pandemics, severe weather, fires, floods, and earthquakes, or man-made or other disruptions of our operating systems or the economy including by war or political turmoil; and the factors discussed in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K filed with the SEC.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. The Company disclaims any obligation to update or revise any forward-looking statement, whether written or oral, that may be made from time to time, based on the occurrence of future events, the receipt of new information, or otherwise, except as required by law.

Non-U.S. GAAP Financial Measures

This document contains supplemental financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management uses these non-U.S. GAAP measures in its analysis of the Company’s performance. These measures should not be considered a substitute for U.S. GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with U.S. GAAP. Management believes the presentation of non-U.S. GAAP financial measures that exclude the impact of specified items provide useful supplemental information that is essential to a proper understanding of the Company’s financial condition and results. Non-U.S. GAAP measures are not formally defined under U.S. GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to U.S. GAAP financial measures, our management believes these non-U.S. GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-U.S. GAAP measures. See the tables below for a reconciliation of these non-U.S. GAAP measures to the most directly comparable U.S. GAAP financial measures.

Company Contact:
HireQuest
David Hartley, Chief Financial Officer
(800) 835-6755
Email: cdhartley@hirequest.com

Investor Relations Contact:
IMS Investor Relations
John Nesbett/Jennifer Belodeau
(203) 972-9200
Email: hirequest@imsinvestorrelations.com

 

HireQuest
Condensed Consolidated Balance Sheets
(unaudited)

(in thousands, except share and par value data)

June 30, 2026

December 31,
2025

ASSETS

Current assets

Cash

$

1,640

$

3,895

Accounts receivable, net of allowance of $350 thousand and $288 thousand,
respectively

48,856

39,281

Notes receivable

1,001

1,073

Prepaid expenses, deposits, and other assets

3,026

3,249

Prepaid workers’ compensation

812

848

Total current assets

55,335

48,346

Property and equipment, net

3,964

4,050

Workers’ compensation claims payment deposit

1,273

1,128

Franchise agreements, net

16,336

17,242

Other intangible assets, net

6,439

6,980

Goodwill

1,633

1,633

Investment in unconsolidated affiliate

635

Deferred tax asset

1,526

1,868

Other assets

410

279

Notes receivable, net of current portion and allowance of $736 thousand and $1.2
million, respectively

5,148

5,599

Intangible asset held for sale

672

1,102

Total assets

$

93,371

$

88,227

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$

377

$

192

Other current liabilities

2,015

2,186

Accrued payroll, benefits, and payroll taxes

1,767

1,800

Due to franchisees

11,602

7,004

Risk management incentive program liability

1,778

1,237

Workers’ compensation claims liability

2,689

2,929

Total current liabilities

20,228

15,348

Workers’ compensation claims liability, net of current portion

2,000

2,232

Franchisee deposits

2,287

2,326

Total liabilities

24,515

19,906

Commitments and contingencies (Note 11)

Stockholders’ equity

Preferred stock – $0.001 par value, 1,000,000 shares authorized; none issued

Common stock – $0.001 par value, 30,000,000 shares authorized; 13,890,418 and
14,079,692 shares issued, respectively

14

14

Additional paid-in capital

37,604

37,222

Treasury stock, at cost – 0 and 48,849 shares, respectively

(146)

Retained earnings

31,238

31,231

Total stockholders’ equity

68,856

68,321

Total liabilities and stockholders’ equity

$

93,371

$

88,227

 

HireQuest
Condensed Consolidated Statement of Income
(unaudited)

(in thousands, except per share data)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Franchise royalties

$

7,586

$

7,284

$

13,647

$

14,245

Service revenue

513

354

975

866

Total revenue

8,099

7,638

14,622

15,111

Selling, general and administrative expenses

3,994

5,861

8,263

11,117

Depreciation and amortization

762

734

1,540

1,469

Income from operations

3,343

1,043

4,819

2,525

Other miscellaneous income

5

28

22

159

Interest income

118

129

218

262

Gain on divestiture

248

Interest and other financing expense

(30)

(71)

(38)

(214)

Net income before income taxes

3,436

1,129

5,269

2,732

Provision for income taxes

684

56

948

224

Net income from continuing operations

2,752

1,073

4,321

2,508

Loss from discontinued operations, net of tax

(60)

(13)

(69)

(85)

Net income

$

2,692

$

1,060

$

4,252

$

2,423

Basic earnings (loss) per share

Continuing operations

$

0.20

$

0.08

$

0.31

$

0.18

Discontinued operations

(0.01)

Total

$

0.20

$

0.08

$

0.31

$

0.17

Diluted earnings (loss) per share

Continuing operations

$

0.20

$

0.08

$

0.31

$

0.18

Discontinued operations

(0.01)

(0.01)

Total

$

0.19

$

0.08

$

0.31

$

0.17

Weighted average shares outstanding

Basic

13,786

13,938

13,829

13,932

Diluted

13,810

13,990

13,845

14,001

 

HireQuest
Non-U.S. GAAP – Reconciliation of Net Income to Adjusted EBITDA
(unaudited)

Three months ended

Six months ended

(in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income

$

2,692

$

1,060

$

4,252

$

2,423

Interest expense

30

71

38

214

Provision for income taxes

684

56

948

224

Depreciation and amortization

762

734

1,540

1,469

EBITDA

4,168

1,921

6,778

4,330

WOTC related costs

69

165

173

315

Non-cash compensation

212

240

360

479

Gain on divestiture

(248)

Acquisition related charges, net

929

846

Write down of notes receivable

164

215

103

Adjusted EBITDA

$

4,613

$

3,255

$

7,278

$

6,073

 

HireQuest
Non-U.S. GAAP – Reconciliation of Net Income to Adjusted Net Income
(unaudited)

Three months ended

Six months ended

(in thousands, except per share data)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income

$                 2,692

$                 1,060

$              4,252

$                 2,423

Amortization of acquired intangibles

567

539

1,134

1,080

Gain on divestiture

(248)

Acquisition related charges, net

929

846

Write down of notes receivable

164

215

103

Tax effect of adjustments (1)

(190)

(382)

(286)

(528)

Adjusted net income

$                 3,233

$                 2,146

$              5,067

$                 3,924

Adjusted net income per diluted share

$                   0.23

$                   0.15

$                0.37

$                   0.28

Weighted average diluted shares outstanding

13,810

13,990

13,845

14,001

(1) the tax effect includes the application of our estimated combined statutory rate of 26% to all taxable/deductible adjustments.

 

HireQuest
Non-U.S. GAAP – Supplemental SG&A Breakdown
(unaudited)

Three months ended

Six months ended

(in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Core SG&A

$        3,791

$        4,735

$        7,970

$        9,766

Net workers’ compensation expense (benefit)

39

127

78

155

MRINetwork advertising fund expenses

70

144

Acquisition related charges (1)

929

949

Impairment of notes receivable

164

215

103

SG&A

$        3,994

$        5,861

$        8,263

$      11,117

(1) Acquisition related charges, for purposes of calculating Core SG&A, only includes expenses categorized as SG&A and does not include gains or losses associated with the sale of franchise businesses which are categorized as other miscellaneous income.

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SOURCE HireQuest

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Technology

GoPro Announces Second Quarter Results

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Revenue of $105 million

Subscription and Service Revenue of $29 million

New MISSION 1 Series of Cameras Available On-line and Through Retailers Globally

GoPro Subscription Hits Record 69% Attach Rate

SAN MATEO, Calif., Aug. 10, 2026 /PRNewswire/ — GoPro, Inc. (NASDAQ: GPRO) announced financial results for its second quarter ended June 30, 2026, and posted management commentary in the investor relations section of its website at https://investor.gopro.com.

“In Q2, we expanded the performance and creative potential of our camera lineup with the launch of the MISSION 1 Series of cameras and continued to advance our strategic review process to maximize shareholder value. I’m excited about our new and upcoming products as they further establish GoPro as one of the world’s most exciting digital imaging companies and brands,” said Nicholas Woodman, GoPro’s founder and CEO.

Q2 2026 Financial Results

Revenue was $105 million, down 31% year-over-year.Sell-through was approximately 291,000 camera units, down 38% year-over-year.Subscription and service revenue increased 11% year-over-year to $29 million, or 28% of revenue, compared to 17% of Q2 2025 revenue. Q2 2026 subscription and service revenue included $2 million generated from GoPro’s AI content licensing program.Subscriber attach rate was a record at 69%, compared to 54% the prior year quarter.Subscription ARPU increased 9% year-over-year and 5% sequentially.Revenue from the retail channel was $58 million, or 56% of total revenue and down 48% year-over-year. GoPro.com revenue, including subscription and service revenue, was $47 million, or 44% of total revenue and up 13% year-over-year.GAAP gross margin was 30.2% compared to 35.8% in the prior year quarter and included a $19 million benefit from tariff refunds, partially offset by a $15 million charge related to certain component purchase commitments. Non-GAAP gross margin was 30.4% compared to 36.0% in the prior year quarter.GAAP net loss was $51 million, or a $(0.30) loss per share, compared to a net loss of $16 million or a $(0.10) loss per share, in the prior year quarter. Non-GAAP net loss was $36 million, or a $(0.21) loss per share, compared to a net loss of $12 million or a $(0.08) loss per share, in the prior year quarter. GAAP and non-GAAP net loss for Q2 2026 included a $19 million benefit from tariff refunds, partially offset by a $15 million charge related to certain component purchase commitments.Adjusted EBITDA was negative $29 million compared to negative $6 million in the prior year quarter.

Recent Business Highlights

In May, GoPro’s Board of Directors authorized a process to evaluate a potential sale of the company and other strategic alternatives, aimed at maximizing shareholder value. In May, GoPro began shipping its new MISSION 1 PRO and MISSION 1 compact cinema cameras, available on GoPro.com and through retail partners globally, including Best Buy and Walmart, and specialized imaging retailers B&H and Adorama. The MISSION 1 Series has earned recognition across the industry, including editor’s choice awards and recommendations from press.GoPro’s tech-enabled motorcycle helmet initiative, jointly developed with AGV, the leading Italian helmet brand, remains on track. The helmet recently achieved ECE 22.06 safety standard compliance, one of the industry’s most advanced and comprehensive street-riding helmet safety standards.  

Results Summary:

($ in thousands, except per share amounts)

Three months ended June 30,

2026

2025

% Change

Revenue

Hardware revenue

$       75,953

$      126,428

(39.9) %

Subscription and services revenue

28,981

26,215

10.6 %

Total revenue

$      104,934

$      152,643

(31.3) %

Gross margin

GAAP

30.2 %

35.8 %

(560) bps

Non-GAAP

30.4 %

36.0 %

(560) bps

Operating loss

GAAP

$      (38,982)

$      (14,007)

178.3 %

Non-GAAP

$      (32,601)

$        (8,480)

284.4 %

Net loss

GAAP

$      (51,005)

$      (16,422)

210.6 %

Non-GAAP

$      (35,794)

$      (11,957)

199.4 %

Diluted net loss per share

GAAP

$         (0.30)

$         (0.10)

200.0 %

Non-GAAP

$         (0.21)

$         (0.08)

162.5 %

Adjusted EBITDA

$      (29,497)

$        (5,690)

418.4 %

Conference Call

GoPro management will host a conference call and live webcast for analysts and investors today at 2 p.m. Pacific Time (5 p.m. Eastern Time) to discuss the Company’s financial results.

Prior to the start of the call, the Company will post Management Commentary on the “Events & Presentations” section of its investor relations website at https://investor.gopro.com. Management will make brief opening comments before taking questions.

To listen to the live conference call, please dial +1 833-461-5787 (US) or +1 585-542-9983 (International) and enter access code 529 017 833, approximately 15 minutes prior to the start of the call. A live webcast of the conference call will be accessible on the “Events & Presentations” section of the Company’s website at https://investor.gopro.com. An archived audio webcast will be accessible for at least 90 days on GoPro’s website, https://investor.gopro.com.

About GoPro, Inc. (NASDAQ: GPRO)

GoPro helps the world capture and share itself in immersive and exciting ways.

Connect with GoPro on Instagram, YouTube, TikTok, Facebook, X, LinkedIn, and GoPro’s blog, The Current. Members of the press can access official logos and imagery on our press portal. For more information, visit GoPro.com.

GoPro, HERO, MAX, MISSION and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries.

Note Regarding Use of Non-GAAP Financial Measures

GoPro reports gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss) and diluted net income (loss) per share in accordance with U.S. generally accepted accounting principles (GAAP) and on a non-GAAP basis. Additionally, GoPro reports non-GAAP adjusted EBITDA. Non-GAAP items exclude, where applicable, the effects of stock-based compensation, acquisition-related costs, restructuring and other related costs, gains or losses on insurance proceeds, gains or losses on extinguishment of debt, gains or losses on the revaluation of warrants, gains or losses related to derivative liabilities, gains on the sale and/or license of intellectual property, non-cash interest expense, goodwill impairment charges, and the tax impact of these items. When planning, forecasting, and analyzing gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss) and net income (loss) per share for future periods, GoPro does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for reconciling items which are inherently difficult to predict with reasonable accuracy. A reconciliation of preliminary GAAP to non-GAAP measures has been provided in this press release, and investors are encouraged to review the reconciliation.

Note on Forward-looking Statements

This press release may contain projections or other forward-looking statements within the meaning Section 27A of the Private Securities Litigation Reform Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will,” “may”, “plan” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding our expectations regarding revenue, profitability, improved gross margin, and reduced operating expenses; cash flow improvement and inventory reduction; the launch and market positioning of the MISSION 1 Series cameras in the high-end digital imaging market; our evaluation of strategic alternatives and the timing of completing any strategic alternatives, including a potential sale or merger of the Company; subscription and service revenue and subscriber retention and; partnerships and brand collaborations. These statements involve risks and uncertainties, and actual events or results may differ materially. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to achieve or sustain revenue growth or profitability in the future; substantial doubt about our ability to continue as a going concern; dilution of our common stock; our ability to maintain compliance with Nasdaq listing requirements; plans to drive profitability, including our restructuring plans and the improved efficiencies in our operations that such plans may create; our ability to achieve profitability if there are delays in our product launches, increases in component costs, or shortages of key components, including due to our ability to retain or identify alternative suppliers in a timely fashion; the impact of negative macroeconomic factors including fluctuating interest rates, inflation, currency exchange rates, market volatility, and economic downturns or uncertainty in our key U.S. and international markets that may adversely affect consumer discretionary spending and demand for our products; changes to trade agreements, trade policies, increased tariffs, and import/export regulations which may negatively affect our business, supply chain expenses, and gross margins; the fact that our goal to grow revenue and be profitable relies upon our ability to manage expenses and grow sales from our direct-to-consumer business, our retail partners, and distributors; our ability to acquire and retain subscribers, and the risk that subscriber count may continue to decline; our reliance on third-party suppliers, some of which are sole-source suppliers, and contract manufacturers for our products, some of which may be impacted due to supply shortages, long lead times, or other service disruptions, including unprecedented increases and volatility in memory component costs, that may lead to increased costs due to the effects of global conflicts and geopolitical issues such as the ongoing conflicts in the Middle East, Ukraine, or China-Taiwan relations; our ability to maintain the value and reputation of our brand and protect our intellectual property and proprietary rights; the risk that our sales fall below our forecasts, especially during the holiday season; the risk we fail to manage our operating expenses effectively, which may result in our financial performance suffering; the fact that our profitability depends in part on further penetrating our total addressable market, including through new products such as the MISSION 1 Series and potential expansion into defense and aerospace markets, and we may not be successful in doing so; the risk we are unable to reduce our operating expenses or that continued reductions in research and development and marketing spending may constrain our product roadmap, ability to innovate, and ability to generate sufficient consumer demand; the fact that we rely on sales of our cameras, mounts, and accessories for substantially all of our revenue, and any decrease in the sales or change in sales mix of these products could harm our business; the risk that we may not successfully manage product introductions, product transitions, product pricing, and marketing; the fact that a small number of retailers and distributors account for a substantial portion of our revenue and our level of business with them could be significantly reduced; our ability to attract, engage, and retain qualified personnel, particularly given reductions in our workforce and fluctuations in the price of our Class A common stock; the impact of competition on our market share, revenue, and profitability; the fact that we may experience fluctuating revenue, expenses, and profitability in the future; our substantial indebtedness, including but not limited to, our Credit Facilities and Convertible Debentures and 2026 Notes, and the corresponding cash debt service obligations and restrictive covenants; our ability to comply with financial covenants in our Credit Facilities and the risk of cross-default; the risk that our evaluation of strategic alternatives may not result in a transaction or other outcome that enhances stockholder value, and may be disruptive to our business operations; the risk that our pursuit of defense and aerospace opportunities could subject us to retaliatory actions by foreign governments; risks related to inventory, purchase commitments, and long-lived assets; the risk that we will encounter problems with our distribution system; the threat of a security breach or other disruption including cyberattacks; the concern that our intellectual property and proprietary rights may not adequately protect our products and services; the outcome of pending or future litigation and legal proceedings; and other factors detailed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and as updated in subsequent periodic filings with the SEC including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. GoPro disclaims any obligation to update these forward-looking statements.

GoPro, Inc.

Preliminary Condensed Consolidated Statements of Operations

(unaudited)

Three months ended June 30,

Six months ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Revenue

Hardware

$          75,953

$         126,428

$         148,103

$         233,847

Subscription and services

28,981

26,215

55,896

53,104

Total revenue

104,934

152,643

203,999

286,951

Cost of revenue

Hardware

62,510

90,566

148,199

174,162

Subscription and services

10,761

7,414

19,831

14,977

Total cost of revenue

73,271

97,980

168,030

189,139

Gross profit

31,663

54,663

35,969

97,812

Operating expenses:

Research and development

29,646

30,503

58,081

60,060

Sales and marketing

29,016

25,275

52,234

48,533

General and administrative

11,983

12,892

21,881

29,834

Goodwill impairment

18,600

Total operating expenses

70,645

68,670

132,196

157,027

Operating loss

(38,982)

(14,007)

(96,227)

(59,215)

Other income (expense):

Interest expense

(6,442)

(1,436)

(10,560)

(2,233)

Other income (expense), net

(4,785)

330

(22,397)

1,278

Total other interest (expense), net

(11,227)

(1,106)

(32,957)

(955)

Loss before income taxes

(50,209)

(15,113)

(129,184)

(60,170)

Income tax expense

796

1,309

2,641

2,961

Net loss

$         (51,005)

$         (16,422)

$        (131,825)

$         (63,131)

Basic and diluted net loss per share

$            (0.30)

$            (0.10)

$            (0.79)

$            (0.40)

Shares used to compute basic and diluted net

     loss per share

171,234

157,843

167,243

157,144

 

GoPro, Inc.

Preliminary Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

June 30,
2026

December 31,
2025

Assets

Current assets:

Cash and cash equivalents

$             27,265

$             49,674

Accounts receivable, net

60,366

93,513

Inventory

86,745

78,431

Prepaid expenses and other current assets

54,690

30,951

Total current assets

229,066

252,569

Property and equipment, net

7,019

5,903

Operating lease right-of-use assets

9,220

11,138

Goodwill

133,751

133,751

Other long-term assets

19,400

24,622

Total assets

$           398,456

$           427,983

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

$           125,987

$             97,012

Accrued expenses and other current liabilities

147,830

95,856

Short-term operating lease liabilities

7,547

12,069

Deferred revenue

50,876

52,636

Short-term debt

72,656

19,598

Total current liabilities

404,896

277,171

Long-term taxes payable

14,799

13,544

Long-term debt

44,322

Long-term operating lease liabilities

5,845

7,329

Other long-term liabilities

5,587

9,067

Total liabilities

431,127

351,433

Stockholders’ equity (deficit):

Common stock and additional paid-in capital

1,067,479

1,044,875

Treasury stock, at cost

(193,231)

(193,231)

Accumulated deficit

(906,919)

(775,094)

Total stockholders’ equity (deficit)

(32,671)

76,550

Total liabilities and stockholders’ equity (deficit)

$           398,456

$           427,983

 

GoPro, Inc.

Preliminary Condensed Consolidated Statements of Cash Flows

(unaudited)

Three months ended June 30,

Six months ended June 30,

(in thousands)

2026

2025

2026

2025

Operating activities:

Net loss

$         (51,005)

$         (16,422)

$        (131,825)

$         (63,131)

Adjustments to reconcile net loss to net cash

     provided by (used in) operating activities:

Depreciation and amortization

1,784

1,698

3,578

3,416

Non-cash operating lease cost

1,360

1,368

2,720

1,153

Stock-based compensation

4,056

5,116

7,054

10,486

Goodwill impairment

18,600

Deferred income taxes, net

8

(233)

581

(130)

Non-cash interest expense

3,837

5,682

Gain on sale of intellectual property

(1,200)

Loss on extinguishment of debt

8,870

Derivative expense

7,552

Change in fair value of derivative liabilities

4,789

10,441

Other

354

178

(2,117)

284

Net changes in operating assets and liabilities

24,633

17,047

41,262

(19,112)

Net cash provided by (used in) operating

     activities

(10,184)

8,752

(47,402)

(48,434)

Investing activities:

Purchases of property and equipment, net

(1,020)

(478)

(2,063)

(1,783)

Proceeds from the sale and license of intellectual

     property

600

1,200

Net cash used in investing activities

(420)

(478)

(863)

(1,783)

Financing activities:

Proceeds from issuance of common stock

303

374

Taxes paid related to net share settlement of

     equity awards

(1,314)

(121)

(1,743)

(624)

Proceeds from borrowings

30,250

25,000

Repayments of borrowings

(1,475)

(20,000)

(1,850)

(20,000)

Payment of debt issuance costs

(941)

Net cash provided by (used in) financing

     activities

(2,789)

(20,121)

26,019

4,750

Effect of exchange rate changes on cash and

     cash equivalents

(65)

784

(163)

1,227

Net change in cash and cash equivalents

(13,458)

(11,063)

(22,409)

(44,240)

Cash and cash equivalents at beginning of period

40,723

69,634

49,674

102,811

Cash and cash equivalents at end of period

$          27,265

$          58,571

$          27,265

$          58,571

GoPro, Inc.
Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures

To supplement our unaudited selected financial data presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss), diluted net income (loss) per share and adjusted EBITDA. We also provide forecasts of non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other income (expense), non-GAAP tax expense (benefit), non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share. We use non-GAAP financial measures to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. Our management uses and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, the measures prepared in accordance with GAAP, and are not based on any comprehensive set of accounting rules or principles. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating:

the comparability of our on-going operating results over the periods presented;the ability to identify trends in our underlying business; andthe comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitations are:

adjusted EBITDA does not reflect income tax expense (benefit), which may change cash available to us;adjusted EBITDA does not reflect interest income (expense), which may reduce cash available to us;adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements;adjusted EBITDA excludes the amortization of point of purchase (POP) display assets because it is a non-cash charge, and is treated similarly to depreciation of property and equipment and amortization of acquired intangible assets;adjusted EBITDA and non-GAAP net income (loss) exclude restructuring and other related costs which primarily include severance-related costs, stock-based compensation expenses, manufacturing consolidation charges, facilities consolidation charges recorded in connection with restructuring actions, including right-of-use asset impairment charges (if applicable), and the related ongoing operating lease cost of those facilities recorded under ASC 842, Leases. These expenses do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of current operating performance or comparisons to the operating performance in other periods;adjusted EBITDA and non-GAAP net income (loss) exclude stock-based compensation expense related to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of non-GAAP net income (loss) as we believe their inclusion would hinder our ability to assess core operational performance;adjusted EBITDA and non-GAAP net income (loss) excludes any gain or loss on the extinguishment of debt because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on insurance proceeds because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on the revaluation of warrants because it is not reflective of ongoing operating results in the period, and hinders our ability to assess core operational performance;adjusted EBITDA and non-GAAP net income (loss) excludes gains (losses) related to derivative liabilities as they are not reflective of ongoing operating results in the period and hinder our ability to assess core operational performance;adjusted EBITDA and non-GAAP net income (loss) excludes goodwill impairment charges as they do not reflect ongoing operating results in the period and hinders our ability to assess core operational performance;non-GAAP net income (loss) excludes acquisition-related costs including the amortization of acquired intangible assets (primarily consisting of acquired technology), the impairment of acquired intangible assets (if applicable), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions because these costs are not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such costs vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired. Although we exclude the amortization of acquired intangible assets from our non-GAAP net income (loss), management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and can contribute to revenue generation;non-GAAP net income (loss) excludes a gain on the sale and/or license of intellectual property. This gain is not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such gains are inconsistent;non-GAAP net income (loss) excludes non-cash interest expense as it is not related to our core operating performance or reflective of ongoing operating results in the period;non-GAAP net income (loss) includes income tax adjustments which reflect the current and deferred income tax expense (benefit) and the effect of non-GAAP adjustments;GAAP and non-GAAP net income (loss) per share includes the dilutive, tax effected cash interest expense associated with our 2025 convertible senior notes and Convertible Debentures in periods of net income, as if converted at the beginning of the period; andother companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

 

GoPro, Inc.

Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures

(unaudited)

Reconciliations of non-GAAP financial measures are set forth below:

Three months ended June 30,

Six months ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

GAAP net loss

$         (51,005)

$         (16,422)

$        (131,825)

$         (63,131)

Stock-based compensation:

Cost of revenue

148

240

292

488

Research and development

1,859

2,681

3,419

5,501

Sales and marketing

760

935

1,335

1,817

General and administrative

1,289

1,260

2,008

2,680

Total stock-based compensation

4,056

5,116

7,054

10,486

Acquisition-related costs:

Research and development

469

469

938

938

General and administrative

1

2

3

Total acquisition-related costs

470

469

940

941

Restructuring and other costs:

Cost of revenue

72

(19)

57

(32)

Research and development

1,404

(611)

1,189

(20)

Sales and marketing

222

(64)

97

321

General and administrative

157

636

152

1,779

Total restructuring and other costs

1,855

(58)

1,495

2,048

Non-cash interest expense

3,837

5,682

(Gain) loss on insurance recovery

(424)

Loss on extinguishment of debt

8,870

(Gain) loss on revaluation of warrants

179

(2,571)

(Gain) loss related to derivative liabilities

4,789

17,993

(Gain) loss on sale and/or license of intellectual

     property

(1,200)

Goodwill impairment

18,600

Income tax adjustments

25

(1,062)

92

79

Non-GAAP net loss

$         (35,794)

$         (11,957)

$         (93,470)

$         (31,401)

GAAP and non-GAAP shares for diluted net

     loss per share

171,234

157,843

167,243

157,144

GAAP diluted net loss per share

$            (0.30)

$            (0.10)

$            (0.79)

$            (0.40)

Non-GAAP diluted net loss per share

$            (0.21)

$            (0.08)

$            (0.56)

$            (0.20)

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

2026

2025

2026

2025

GAAP gross margin as a % of revenue

30.2 %

35.8 %

17.6 %

34.1 %

Stock-based compensation

0.1

0.2

0.1

0.1

Restructuring and other costs

0.1

0.1

Non-GAAP gross margin as a % of revenue

30.4 %

36.0 %

17.8 %

34.2 %

GAAP operating expenses

$        70,645

$        68,670

$      132,196

$      157,027

Stock-based compensation

(3,908)

(4,876)

(6,762)

(9,998)

Acquisition-related costs

(470)

(469)

(940)

(941)

Restructuring and other costs

(1,783)

39

(1,438)

(2,080)

Goodwill impairment

(18,600)

Non-GAAP operating expenses

$        64,484

$        63,364

$      123,056

$      125,408

GAAP operating loss

$       (38,982)

$       (14,007)

$       (96,227)

$       (59,215)

Stock-based compensation

4,056

5,116

7,054

10,486

Acquisition-related costs

470

469

940

941

Restructuring and other costs

1,855

(58)

1,495

2,048

Goodwill impairment

18,600

Non-GAAP operating loss

$       (32,601)

$        (8,480)

$       (86,738)

$       (27,140)

Three months ended June 30,

Six months ended June 30,

(in thousands)

2026

2025

2026

2025

GAAP net loss

$         (51,005)

$         (16,422)

$        (131,825)

$         (63,131)

Income tax expense

796

1,309

2,641

2,961

Interest expense, net

6,263

916

9,932

1,164

Depreciation and amortization

1,784

1,698

3,578

3,416

POP display amortization

1,786

1,751

3,555

3,483

Stock-based compensation

4,056

5,116

7,054

10,486

(Gain) loss on insurance recovery

(424)

Loss on extinguishment of debt

8,870

(Gain) loss on revaluation of warrants

179

(2,571)

(Gain) loss related to derivative liabilities

4,789

17,993

Goodwill impairment

18,600

Restructuring and other costs

1,855

(58)

1,495

2,048

Adjusted EBITDA

$         (29,497)

$          (5,690)

$         (79,278)

$         (21,397)

 

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SOURCE GoPro, Inc.

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SAIHEAT Enters into Definitive Merger Agreement with Canopy Wave to Build a Global AI Inference Platform

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The combined company will be renamed Canopy Wave Holdings Inc. and expected to trade on Nasdaq under the new ticker symbol “CWAV” — transaction repositions the Company around AI inference infrastructure for open-weight large language models.

SINGAPORE and SANTA CLARA, Calif., Aug. 10, 2026 /PRNewswire/ — SAIHEAT Limited (“SAIHEAT” or the “Company”) (Nasdaq: SAIH) today announced that it has entered into a definitive merger agreement, dated August 10, 2026 (the “Merger Agreement”), with Canopy Wave, Inc. (“Canopy Wave”), a Santa Clara, California-based AI inference and GPU cloud platform company. Upon the closing of the transaction, Canopy Wave will become a wholly-owned subsidiary of the Company. The combined company will be renamed “Canopy Wave Holdings Inc.” and is expected to trade on the Nasdaq Stock Market (“Nasdaq”) under the new ticker symbol “CWAV,” subject to required approvals.

The transaction is intended to reposition the Company around AI inference, the delivery of AI model outputs, or “tokens,” at production scale, while retaining SAIHEAT’s existing data center infrastructure business. The Company’s management believes AI inference represents a growing share of AI infrastructure spending, as enterprise adoption shifts investment from one-time model training toward ongoing inference workloads.

Strategic Rationale

SAIHEAT’s combination with Canopy Wave creates a U.S.-based global AI inference platform that combines modular data center infrastructure with Canopy Wave’s inference platform.

A pivot into AI inference infrastructure. The combined company intends to provide inference services for open-weight large language models to enterprise and developer customers worldwide. Open-weight models have closed the capability gap with proprietary frontier models. The demand for cost-efficient, secure inference of these open models is expanding across AI coding, agent, and enterprise AI workloads.A full-stack inference platform. Canopy Wave provides a full-stack inference platform combining GPU cloud infrastructure, orchestration software, API endpoints, and security features that include SOC 2 Type II certification and a zero-data-retention policy.Complementary infrastructure capabilities. SAIHEAT’s existing capabilities in modular data center infrastructure and energy-efficient computing are expected to complement Canopy Wave’s GPU cloud operations, which Canopy Wave conducts utilizing its access to third-party infrastructure through leasing arrangements.An experienced, U.S.-based local leadership team. Following the closing, the combined company will be headquartered in Santa Clara, California and led by Canopy Wave’s founding team, including Chief Executive Officer (CEO) Tao Zhang and Chief Technology Officer (CTO) James Liao. Tao Zhang and James Liao are expected to collectively hold a majority of the combined company’s economic interests and voting power following the closing. The Company expects to transition from a foreign private issuer to domestic-issuer reporting requirements beginning as of the next fiscal year, as required by such rules.

Transaction Overview

Under the terms of the Merger Agreement, the merger will be effected through the issuance of new SAIHEAT Class A and Class B ordinary shares to Canopy Wave’s shareholders, based on a pre-money equity valuation of Canopy Wave of US$60,000,000 and a pre-money equity valuation of SAIHEAT of US$40,000,000, which amounts represent the result of arm’s length negotiation between the parties and are not intended to be, and should not be relied upon as, an appraisal, valuation opinion, or indication of market value. Based on such valuations, transaction will result in former Canopy Wave stockholders owning approximately 54.19% of the combined company’s economic interests and 78.44% of the combined company’s voting power, taking into account a concurrent private placement planned by the Company of Class A Ordinary Shares for aggregate proceeds of approximately US$4.5 million (representing a purchase price of US$18.15 per share). The transactions have been unanimously approved by the boards of directors of both companies.

The parties expect the transactions to close by the end of 2026. However, the closing of the transaction is subject to customary conditions, including approval by SAIHEAT’s shareholders, Nasdaq’s approval of the combined company’s initial listing application, and satisfaction of conditions to consummation of the concurrent private placement financing.

Management Commentary

“This combination will position the company where the AI market is going: inference at scale,” said Jianwei Li, Chief Executive Officer of SAIHEAT. “Canopy Wave brings an inference platform and an exceptional engineering team. Combined with our infrastructure capabilities, we believe we can build a competitive inference offering.”

“We believe enterprises are increasingly evaluating open weight models for performance, control, and cost efficiency,” said Tao Zhang, Chief Executive Officer of Canopy Wave. “Joining forces with SAIHEAT will give us the public-company platform and the infrastructure depth to scale much faster. Our mission is to make serving these models simple, secure, and economical. This transaction accelerates that mission globally.”

About Canopy Wave, Inc.

Canopy Wave is a Santa Clara, California-based AI inference and GPU cloud platform company. Its full-stack platform is engineered for open-weight generative AI models, featuring OpenAI-compatible API interfaces, intelligent GPU resource scheduling, and enterprise-grade security protocols, including data isolation and zero-data-retention policies. The platform supports a broad catalog of leading open-weight models and serves developers and enterprises across AI coding, AI agent, and other production workloads. For more information, please visit https://www.canopywave.com.

About SAIHEAT Limited (Nasdaq: SAIH)

SAIHEAT is a global distributed computing power operator. By leveraging a modular computing power system, the Company helps energy owners address the issues of local energy consumption and efficient resource utilization. For more information, please visit https://www.saiheat.com.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom.

Additional Information and Where to Find It

In connection with the proposed transaction, SAIHEAT intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a Report of Foreign Private Issuer on Form 6-K furnishing the Merger Agreement. Shareholders and investors are urged to read these materials, and any other relevant documents filed or furnished with the SEC, when they become available, because they will contain important information about the proposed transaction. Shareholders and investors may obtain a free copy of these materials, and other documents filed by SAIHEAT with the SEC, at the SEC’s website at www.sec.gov, or from SAIHEAT at the contact information below.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “expect,” “estimate,” “anticipate,” “target,” “continue,” “predict,” “intend,” “plan,” “aim,” “may,” “will,” “would,” and similar expressions identify forward-looking statements. Examples include, among others, statements regarding the expected benefits of the proposed transaction, the anticipated timing of the closing, the satisfaction of the closing conditions (including approval by SAIHEAT’s shareholders, Nasdaq’s approval of the combined company’s initial listing application, satisfaction of conditions to the consummation of the concurrent private placement financing, and any applicable regulatory clearances), and the combined company’s strategy, market opportunity, and future performance. These statements reflect management’s current expectations and are subject to risks and uncertainties. Actual results may differ materially due to factors including, among others: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required approvals; risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated benefits of the proposed transaction, including with respect to future financial and operating results; the effect of the announcement or pendency of the transaction on business relationships and operating results; the risk that the proposed concurrent financing is not completed in a timely manner, if at all; risks related to SAIHEAT’s continued listing on Nasdaq until closing of the proposed transactions and the combined company’s ability to remain listed following the closing of the proposed transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; the combined company’s dependence on third-party open-weight AI models, including models developed outside the United States, and related exposure to export controls, trade restrictions, and customer procurement policies; the combined company’s reliance on third-party computing infrastructure that it does not own and that is subject to termination; declines in per-token pricing or GPU rental rates; Canopy Wave’s limited operating history since its formation in 2024; customer concentration; capital requirements and potential shareholder dilution; concentration of voting power; costs of the proposed transactions and of transitioning from a foreign private issuer to a domestic issuer; competition from substantially larger providers; the risk of involvement in litigation, including securities class action litigation; regulatory changes; macroeconomic conditions; and the other risks and uncertainties described in SAIHEAT’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. All forward-looking statements speak only as of the date hereof, and SAIHEAT undertakes no obligation to update them except as required by law.

View original content:https://www.prnewswire.com/news-releases/saiheat-enters-into-definitive-merger-agreement-with-canopy-wave-to-build-a-global-ai-inference-platform-302847471.html

SOURCE SAIHEAT Limited

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RKR to Represent SJE Rhombus Across Key Rocky Mountain Markets

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Collaboration brings responsive, local support to customers in WY, CO, NM, and El Paso, TX..

DETROIT LAKES, Minn., Aug. 10, 2026 /PRNewswire/ — SJE Rhombus is excited to announce that RKR is its new manufacturers’ representative agency for Wyoming, Colorado, New Mexico, and El Paso, Texas.

“RKR has built an outstanding reputation by putting customers first and providing exceptional service throughout the Rocky Mountain region,” said Matt Murray, Vice President of Sales & Marketing – CLT Division, SJE, Inc. “Their market knowledge and industry expertise make them an ideal partner to help customers select the right solutions while growing the SJE Rhombus brand across the territory.”

Founded in 1959, RKR is a leading manufacturers’ representative firm serving the Rocky Mountain region. RKR has partnered with premier manufacturers to provide plumbing, water, and wastewater products for commercial and residential applications. Supported by the region’s largest warehouse facility, RKR’s experienced sales and customer service teams deliver responsive support and technical expertise to customers throughout its territory.

“We’re proud to partner with SJE Rhombus, a trusted leader in water and wastewater controls, and bring their quality control solutions to our customers,” said Kurt O’Donnell, Partner at RKR.

“Our team looks forward to building on our long-standing industry relationships while helping customers solve their control solutions challenges with the support and expertise they’ve come to expect from RKR,” added Paul Prutch, Partner at RKR.

For more than 65 years, RKR has represented many of the industry’s leading manufacturers, including Liberty Pumps, American Standard, Charlotte Pipe and Foundry, JOSAM Company, Oatey and Florestone, among others.

The addition of RKR further strengthens SJE Rhombus’ extensive manufacturers’ representative network, providing customers throughout Wyoming, Colorado, New Mexico, and El Paso, Texas with enhanced local access to product expertise, application support, and responsive service. To learn more about RKR, visit https://rkrnet.com.

About SJE Rhombus
SJE Rhombus® is a leading manufacturer of liquid level control products, including panels, alarms, floats, and accessories. We have been servicing the water and wastewater industries since 1975. SJE Rhombus is part of the SJE® Inc. family of brands. SJE is a global industry leader in control systems, operating throughout the United States and Canada, as well as in international markets. SJE, a privately held company, is comprised of 12 well-respected brands known for their innovation and quality. To learn more, visit www.sjerhombus.com or www.sjeinc.com.

View original content to download multimedia:https://www.prnewswire.com/news-releases/rkr-to-represent-sje-rhombus-across-key-rocky-mountain-markets-302847491.html

SOURCE SJE Inc

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