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OppFi Reports Second Quarter 2026 Results, Record Second Quarter Revenue

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Total revenue increased 1.9% year over year to $145.2 million, a Company record for any second quarter

Net income increased 36.0% year over year to $15.6 million

CHICAGO, Aug. 10, 2026 /PRNewswire/ — OppFi Inc. (NYSE: OPFI) (“OppFi” or the “Company”), a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans, today reported financial results for the second quarter ended June 30, 2026.

“The strategic transformation of OppFi continues to gain momentum as we execute against the initiatives that lay the foundation for our next chapter,” said Todd Schwartz, CEO and Executive Chairman. “As we advance our pending acquisition of BNCCORP, Inc. and BNC National Bank, prepare the launch of our new line of credit product, and further expand our product roadmap, we are building a more diversified, technology-enabled financial platform. We believe a broader product suite, enhanced technology capabilities, and the strategic benefits of operating as a national bank will strengthen our long-term earnings power, drive more consistent performance across economic cycles, and position OppFi to create substantial long-term value for customers, communities, and shareholders.”

Financial Summary

The following tables present a summary of OppFi’s results for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Three Months Ended June 30,

Change

(Unaudited)

2026

2025

%

Total revenue(1)

$        145,170

$        142,443

1.9 %

Net income

$          15,612

$          11,480

36.0 %

Net income (loss) attributable to OppFi Inc.

$          14,842

$         (20,780)

NM(4)

Adjusted net income(2)

$          28,760

$          39,401

(27.0) %

Basic EPS

$              0.22

$             (0.78)

NM

Diluted EPS(3)

$              0.18

$             (0.78)

NM

Adjusted EPS(2,3)

$              0.33

$              0.45

(25.0) %

(1) Total revenue is calculated as the sum of interest on finance receivables and other revenue.

(2) Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” below
for a detailed description and reconciliation of such non-GAAP financial measures to their most directly comparable GAAP financial measures.

(3) Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, restricted stock units, performance
stock units, and stock options in any periods in which their inclusion would have an antidilutive effect.

(4) “NM” signifies a non-meaningful comparison.

 

Six Months Ended June 30,

Change

(Unaudited)

2026

2025

%

Total revenue(1)

$        297,051

$        282,711

5.1 %

Net income

$          69,650

$          31,870

118.5 %

Net income (loss) attributable to OppFi Inc.

$          43,243

$         (32,152)

NM(4)

Adjusted net income(2)

$          58,805

$          73,219

(19.7) %

Basic EPS

$              0.91

$             (1.28)

NM

Diluted EPS(3)

$              0.74

$             (1.28)

NM

Adjusted EPS(2,3)

$              0.68

$              0.83

(17.7) %

(1) Total revenue is calculated as the sum of interest on finance receivables and other revenue.

(2) Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” below
for a detailed description and reconciliation of such non-GAAP financial measures to their most directly comparable GAAP financial measures.

(3) Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, restricted stock units, performance
stock units, and stock options in any periods in which their inclusion would have an antidilutive effect.

(4) “NM” signifies a non-meaningful comparison.

Key Performance Metrics

The following tables represent key quarterly metrics as of and for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentage metrics).

Three Months Ended June 30,

Change

(Unaudited)

2026

2025

%

Total net originations(a)

$      212,038

$      233,873

(9.3) %

Total retained net originations(a)

$      176,761

$      205,706

(14.1) %

Ending receivables(b)

$      440,065

$      437,750

0.5 %

Net charge-offs as % of total revenue(c)

39.5 %

31.9 %

23.7 %

Net charge-offs as % of average receivables, annualized(c)

52.3 %

43.5 %

20.4 %

Average yield, annualized(d)

132.4 %

136.1 %

(2.7) %

Auto-approval rate(e)

81.2 %

79.7 %

1.8 %

(a) Total net originations are defined as gross originations net of transferred balance on refinanced loans, while total retained net originations are
defined as the portion of total net originations with respect to which the Company ultimately purchased a receivable from bank partners.

(b) Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period.

(c) Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from
the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Net charge-offs as a percentage of average
receivables is presented as an annualized metric. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past
due on a recency basis, when OppFi receives notification of a customer bankruptcy or is otherwise deemed uncollectible.

(d) Average yield is defined as total revenue from the period as a percent of average receivables and is presented as an annualized metric.

(e) Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-
approval) divided by the total number of loans approved.

 

Six Months Ended June 30,

Change

(Unaudited)

2026

2025

%

Total net originations(a)

$      388,012

$      423,041

(8.3) %

Total retained net originations(a)

$      328,211

$      374,669

(12.4) %

Ending receivables(b)

$      440,065

$      437,750

0.5 %

Net charge-offs as % of total revenue(c)

41.0 %

33.3 %

23.3 %

Net charge-offs as % of average receivables, annualized(c)

53.8 %

45.0 %

19.5 %

Average yield, annualized(d)

131.1 %

135.3 %

(3.2) %

Auto-approval rate(e)

80.2 %

76.5 %

5.0 %

(a) Total net originations are defined as gross originations net of transferred balance on refinanced loans, while total retained net originations are
defined as the portion of total net originations with respect to which the Company ultimately purchased a receivable from bank partners.

(b) Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period.

(c) Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from
the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Net charge-offs as a percentage of average
receivables is presented as an annualized metric. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past
due on a recency basis, when OppFi receives notification of a customer bankruptcy or is otherwise deemed uncollectible.

(d) Average yield is defined as total revenue from the period as a percent of average receivables and is presented as an annualized metric.

(e) Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-
approval) divided by the total number of loans approved.

Share Repurchase Program

During the six months ended June 30, 2026, OppFi repurchased $11.2 million of its Class A common stock at an average purchase price of $9.46 per share. During the second quarter, the Company initiated repurchases under the $40 million share repurchase program authorized by its Board of Directors on May 6, 2026.

Full Year 2026 Guidance Update

OppFi is updating its full year 2026 guidance as follows:

Total revenue between $600 million and $625 millionAdjusted net income1 between $115 million and $130 million; andAdjusted EPS1 between $1.34 and $1.51, based on approximate weighted average diluted share count of 86 million shares

(1) Non-GAAP Financial Measures: Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” below for a detailed description and reconciliation of such non-GAAP financial measures to their most directly comparable GAAP financial measures.  A reconciliation of projected full year 2026 Adjusted Net Income and Adjusted EPS to the most directly comparable GAAP financial measures is not included in this press release because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these measures.

Conference Call

Management will host a conference call today at 5:00 p.m. ET to discuss OppFi’s financial results and business outlook. The webcast of the conference call will be made available on the Investor Relations page of the Company’s website.

The conference call can also be accessed with the following dial-in information:

Domestic: (833) 419-0865International: (785) 838-9333Conference ID: OPPFI

An archived version of the webcast will be available on OppFi’s website.

About OppFi

OppFi (NYSE: OPFI) is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, the Company assists consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0 star rating on Trustpilot based on over 5,600 reviews, positioning the Company among the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC (“Bitty”), a credit access company that provides revenue-based financing and other working capital solutions to small businesses. For additional information, please visit oppfi.com.

Important Additional Information and Where to Find It

In connection with the proposed transaction between OppFi and BNCCORP, Inc. (“BNCC”), OppFi has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-297733) (the “registration statement”), which includes a proxy statement of BNCC and a prospectus of OppFi (the “proxy statement/prospectus”), and OppFi may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY OPPFI, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OPPFI, BNCC, BNC NATIONAL BANK AND THE PROPOSED TRANSACTION. A definitive copy of the proxy statement/prospectus has been mailed to stockholders of BNCC. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about OppFi, free of charge from OppFi or from the SEC’s website. The documents filed by OppFi with the SEC may be obtained free of charge at OppFi’s website, at https://investors.oppfi.com/financials/sec-filings/default.aspx, or by requesting them by mail at 130 E. Randolph Street, Suite 3400, Chicago, IL 60601 or by email at corporate.secretary@oppfi.com.

Participants in a Solicitation

This communication is not a solicitation of a proxy from any security holder of BNCC or OppFi. However, OppFi, BNCC and certain of their respective directors and executive officers may be deemed to be participants in a solicitation of proxies from the stockholders of BNCC in respect of the proposed transaction. Information about OppFi’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed by OppFi with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the registration statement and in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities of OppFi or a solicitation of any vote or approval with respect to the proposed transaction by OppFi or BNCC, 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 Section 10 of the U.S. Securities Act of 1933, as amended.

Contacts:

Investor Relations:
investors@oppfi.com

Media Relations:
media@oppfi.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. OppFi’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. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “opportunity,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “possible,” “continue,” “positions,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, OppFi’s expectations with respect to its full year 2026 guidance, the future performance of OppFi’s platform and underwriting models, the anticipated launch and performance of its new line of credit product, statements regarding OppFi’s proposed acquisition of BNCC, including the anticipated timing, structure, benefits and strategic rationale of the transaction, OppFi’s expectations with respect to the geographic expansion and product diversification that may come from the acquisition, and expectations for OppFi’s growth and future financial performance. These forward-looking statements are based on OppFi’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside OppFi’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, the impact of general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets on OppFi’s business; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; risks related to the proposed acquisition of BNCC including the risk that the transactions may not be completed in a timely manner or at all, the failure to satisfy closing conditions or obtain required regulatory approvals, the impact of the transaction on OppFi’s governance structure, integration or execution challenges, and adverse reactions from customers or stockholders; whether OppFi will be successful in obtaining declaratory relief against the Commissioner of the Department of Financial Protection and Innovation for the State of California; whether OppFi will be subject to AB 539; whether OppFi’s bank partners will continue to lend in California and whether OppFi’s financing sources will continue to finance the purchase of participation rights in loans originated by OppFi’s bank partners in California; OppFi’s ability to scale and grow the Bitty business; the impact that events involving financial institutions or the financial services industry generally, such as actual concerns or events involving liquidity, defaults, or non-performance, may have on OppFi’s business; risks related to any material weakness in OppFi’s internal controls over financial reporting; the ability of OppFi to grow and manage growth profitably and retain its key employees; risks related to new products; risks related to evaluating and potentially consummating acquisitions; concentration risk; risks related to OppFi’s ability to comply with various covenants in its corporate and warehouse credit facilities; risks related to potential litigation; changes in applicable laws or regulations, including, but not limited to, impacts from the One Big Beautiful Bill Act; the possibility that OppFi may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in OppFi’s filings with the United States Securities and Exchange Commission, in particular, contained in the section captioned “Risk Factors.” OppFi cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. OppFi does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures that are unaudited and do not conform to GAAP, such as Adjusted EBT, Adjusted Net Income, and Adjusted EPS. Adjusted EBT is defined as Net Income, adjusted for (1) income tax expense; (2) change in fair value of warrant liabilities; (3) other adjustments, net; and (4) other income. Adjusted Net Income is defined as Adjusted EBT as defined above, adjusted for taxes assuming a tax rate for each period presented that reflects the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies. Adjusted EPS is defined as Adjusted Net Income as defined above, divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding and includes the impact of dilutive securities, such as restricted stock units, performance stock units, and stock options. These non-GAAP financial measures have not been prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. OppFi believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See “Reconciliation of Non-GAAP Financial Measures” below for reconciliations for OppFi’s non-GAAP financial measures to the most directly comparable GAAP financial measures.

Consolidated Statements of Operations

The following tables present consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Three Months Ended June 30,

Change

(Unaudited)

2026

2025

$

%

Revenue:

Interest on finance receivables

$      143,726

$      141,144

$       2,582

1.8 %

Other revenue

1,444

1,299

145

11.2

145,170

142,443

2,727

1.9

Change in fair value of finance receivables

(58,999)

(42,197)

(16,802)

39.8

Net revenue

86,171

100,246

(14,075)

(14.0)

Expenses:

Salaries and employee benefits

16,294

17,754

(1,460)

(8.2)

Professional fees

13,613

4,792

8,821

184.1

Direct marketing costs

11,403

11,890

(487)

(4.1)

Interest expense and amortized debt issuance costs

8,125

9,639

(1,514)

(15.7)

Technology costs

3,525

3,382

143

4.2

Payment processing fees

1,634

1,527

107

7.0

Depreciation and amortization

1,509

1,502

7

0.5

Occupancy

987

1,030

(43)

(4.2)

General, administrative and other

4,726

3,922

804

20.5

Total expenses

61,816

55,438

6,378

11.5

Income from operations

24,355

44,808

(20,453)

(45.6)

Other income (expense):

Change in fair value of warrant liabilities

201

(33,304)

33,505

100.6

Income from equity method investment

813

1,121

(308)

(27.5)

Other income

87

79

8

10.1

Income before income taxes

25,456

12,704

12,752

100.4

Income tax expense

9,844

1,224

8,620

704.0

Net income

15,612

11,480

4,132

36.0

Less: net income attributable to noncontrolling interest

770

32,260

(31,490)

(97.6)

Net income (loss) attributable to OppFi Inc.

$        14,842

$       (20,780)

$     35,622

171.4 %

Earnings (loss) per common share attributable to OppFi Inc.:

Earnings (loss) per common share:

   Basic

$            0.22

$           (0.78)

   Diluted

$            0.18

$           (0.78)

Weighted average common shares outstanding:

   Basic

67,512,878

26,610,330

   Diluted

86,037,151

26,610,330

 

Six Months Ended June 30,

Change

(Unaudited)

2026

2025

$

%

Revenue:

Interest on finance receivables

$      294,252

$      280,262

$     13,990

5.0 %

Other revenue

2,799

2,449

350

14.3

297,051

282,711

14,340

5.1

Change in fair value of finance receivables

(123,582)

(91,655)

(31,927)

34.8

Net revenue

173,469

191,056

(17,587)

(9.2)

Expenses:

Salaries and employee benefits

30,548

31,532

(984)

(3.1)

Direct marketing costs

21,788

22,178

(390)

(1.8)

Professional fees

20,877

8,991

11,886

132.2

Interest expense and amortized debt issuance costs

16,635

19,886

(3,251)

(16.3)

Technology costs

6,854

6,343

511

8.1

Payment processing fees

3,292

3,157

135

4.3

Depreciation and amortization

2,100

3,262

(1,162)

(35.6)

Occupancy

1,858

2,069

(211)

(10.2)

General, administrative and other

9,800

6,338

3,462

54.6

Total expenses

113,752

103,756

9,996

9.6

Income from operations

59,717

87,300

(27,583)

(31.6)

Other income (expense):

Change in fair value of warrant liabilities

21,496

(54,911)

76,407

139.1

Income from equity method investment

1,933

2,197

(264)

(12.0)

Other income

319

159

160

100.6

Income before income taxes

83,465

34,745

48,720

140.2

Income tax expense

13,815

2,875

10,940

380.5

Net income

69,650

31,870

37,780

118.5

Less: net income attributable to noncontrolling interest

26,407

64,022

(37,615)

(58.8)

Net income (loss) attributable to OppFi Inc.

$        43,243

$       (32,152)

$     75,395

234.5 %

Earnings (loss) per common share attributable to OppFi Inc.:

Earnings (loss) per common share:

     Basic

$            0.91

$           (1.28)

     Diluted

$            0.74

$           (1.28)

Weighted average common shares outstanding:

     Basic

47,371,349

25,158,196

     Diluted

86,117,558

25,158,196

Condensed Consolidated Balance Sheets

The following table presents consolidated balance sheets as of June 30, 2026 and December 31, 2025 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

(Unaudited)

June 30,

December 31,

Change

2026

2025

$

%

Assets

Cash and restricted cash

$        91,846

$        93,263

$        (1,417)

(1.5) %

Finance receivables at fair value

496,306

546,236

(49,930)

(9.1)

Equity method investment

19,958

19,076

882

4.6

Other assets

162,619

95,515

67,104

70.3

Total assets

$      770,729

$      754,090

$       16,639

2.2 %

Liabilities and stockholders’ equity

Accounts payable and accrued expenses

$        44,231

$        46,171

$        (1,940)

(4.2) %

Total debt

276,453

321,353

(44,900)

(14.0)

Warrant liabilities

4,959

26,455

(21,496)

(81.3)

Other liabilities

30,831

51,235

(20,404)

(39.8)

Total liabilities

356,474

445,214

(88,740)

(19.9)

Total stockholders’ equity

414,255

308,876

105,379

34.1

Total liabilities and stockholders’ equity

$      770,729

$      754,090

$       16,639

2.2 %

Condensed Consolidated Statement of Cash Flows

The following table presents the consolidated statement of cash flows for the six months ended June 30, 2026 and 2025 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Six Months Ended June 30,

Change

(Unaudited)

2026

2025

$

%

Net cash provided by operating activities

$     182,812

$      179,357

$        3,455

1.9 %

Net cash used in investing activities

(78,481)

(115,561)

37,080

(32.1)

Net cash used in financing activities

(105,748)

(73,819)

(31,929)

43.3

Net decrease in cash and restricted cash

$        (1,417)

$       (10,023)

$        8,606

(85.9) %

Financial Capacity and Capital Resources

As of June 30, 2026, OppFi had $64.3 million in unrestricted cash, an increase of $14.9 million from December 31, 2025. As of June 30, 2026, OppFi had an additional $173.5 million of unused debt capacity under its financing facilities for future availability, representing a 39% overall undrawn capacity, a decrease from $203.6 million as of December 31, 2025. The decrease in undrawn debt was driven primarily by the termination of the Gray Rock SPV LLC revolving line of credit. Including total financing commitments of $450.0 million and cash and restricted cash on the balance sheet of $91.8 million, OppFi had approximately $541.8 million in funding capacity as of June 30, 2026.

Reconciliation of Non-GAAP Financial Measures

The following tables present reconciliations of non-GAAP financial measures for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Adjusted EBT and Adjusted Net Income

Comparison of the three months ended June 30, 2026 and 2025

Three Months Ended June 30,

Change

(Unaudited)

2026

2025

$

%

Net income

$          15,612

$          11,480

$      4,132

36.0 %

Income tax expense

9,844

1,224

8,620

704.0

Other income

(87)

(79)

(8)

10.1

Change in fair value of warrant liabilities

(201)

33,304

(33,505)

(100.6)

Other adjustments, net(a)

12,659

5,542

7,117

128.4

Adjusted EBT

37,827

51,471

(13,644)

(26.5)

Less: pro forma taxes(b)

9,067

12,070

(3,003)

(24.9)

Adjusted net income

$          28,760

$          39,401

$   (10,641)

(27.0) %

Adjusted earnings per share

$              0.33

$              0.45

Weighted average diluted shares outstanding

86,037,151

88,419,961

(a) For the three months ended June 30, 2026, other adjustments, net of $12.7 million included $7.9 million in expenses related to the proposed transaction of BNCC (the “Transaction”) and the series of transactions which resulted in OppFi becoming the sole owner of OppFi-LLC and the termination of the Tax Receivable Agreement (collectively, the “Corporate Simplification”), $3.1 million in expenses related to stock compensation, $1.4 million in expenses related to severance, and $0.4 million in expenses related to legal matters. For the three months ended June 30, 2025, other adjustments, net of $5.5 million included $5.1 million in expenses related to stock compensation, $0.3 million in expenses related to severance, and $0.2 million in expenses related to legal matters. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.

(b) Assumes a tax rate of 23.97% for the three months ended June 30, 2026 and 23.45% for the three months ended June 30, 2025, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

Comparison of the six months ended June 30, 2026 and 2025

Six Months Ended June 30,

Change

(Unaudited)

2026

2025

$

%

Net income

$         69,650

$          31,870

$    37,780

118.5 %

Income tax expense

13,815

2,875

10,940

380.5

Other income

(319)

(159)

(160)

100.6

Change in fair value of warrant liabilities

(21,496)

54,911

(76,407)

(139.1)

Other adjustments, net(a)

15,694

6,152

9,542

155.1

Adjusted EBT

77,344

95,649

(18,305)

(19.1)

Less: pro forma taxes(b)

18,539

22,430

(3,891)

(17.3)

Adjusted net income

$         58,805

$          73,219

$   (14,414)

(19.7) %

Adjusted earnings per share

$             0.68

$              0.83

Weighted average diluted shares outstanding

86,117,558

88,208,125

(a) For the six months ended June 30, 2026, other adjustments, net of $15.7 million included $8.9 million in expenses related to the Transaction and Corporate Simplification, $4.7 million in expenses related to stock compensation, $1.6 million in expenses related to severance, and $0.5 million in expenses related to legal matters. For the six months ended June 30, 2025, other adjustments, net of $6.2 million included $6.4 million in expenses related to stock compensation, $0.6 million in expenses related to severance, $0.5 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.

(b) Assumes a tax rate of 23.97% for the six months ended June 30, 2026 and 23.45% for the six months ended June 30, 2025, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

Adjusted Earnings Per Share

Comparison of the three months ended June 30, 2026 and 2025

Three Months Ended June 30,

(Unaudited)

2026

2025

Weighted average Class A common stock outstanding

67,512,878

26,610,330

Weighted average Class V voting stock outstanding

17,857,291

60,251,993

Dilutive impact of restricted stock units

513,835

1,304,191

Dilutive impact of performance stock units

3,267

41,427

Dilutive impact of stock options

149,880

212,020

Weighted average diluted shares outstanding

86,037,151

88,419,961

 

Three Months Ended June 30,

(In thousands, except share and per share data)

2026

2025

(Unaudited)

$

Per Share

$

Per Share

Weighted average diluted shares outstanding

86,037,151

88,419,961

Net income

$      15,612

$         0.18

$      11,480

$         0.13

Income tax expense

9,844

0.11

1,224

0.01

Other income

(87)

(79)

Change in fair value of warrant liabilities

(201)

33,304

0.38

Other adjustments, net(a)

12,659

0.15

5,542

0.06

Adjusted EBT

37,827

0.44

51,471

0.58

Less: pro forma taxes(b)

9,067

0.11

12,070

0.14

Adjusted net income

$      28,760

$         0.33

$      39,401

$         0.45

(a) For the three months ended June 30, 2026, other adjustments, net of $12.7 million included $7.9 million in expenses related to the Transaction and Corporate Simplification, $3.1 million in expenses related to stock compensation, $1.4 million in expenses related to severance, and $0.4 million in expenses related to legal matters. For the three months ended June 30, 2025, other adjustments, net of $5.5 million included $5.1 million in expenses related to stock compensation, $0.3 million in expenses related to severance, and $0.2 million in expenses related to legal matters. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.

(b) Assumes a tax rate of 23.97% for the three months ended June 30, 2026 and 23.45% for the three months ended June 30, 2025, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

Comparison of the six months ended June 30, 2026 and 2025

Six Months Ended June 30,

(Unaudited)

2026

2025

Weighted average Class A common stock outstanding

47,371,349

25,158,196

Weighted average Class V voting stock outstanding

38,051,607

61,470,613

Dilutive impact of restricted stock units

535,209

1,322,965

Dilutive impact of performance stock units

8,131

51,902

Dilutive impact of stock options

151,262

204,449

Weighted average diluted shares outstanding

86,117,558

88,208,125

 

Six Months Ended June 30,

(In thousands, except share and per share data)

2026

2025

(Unaudited)

$

Per Share

$

Per Share

Weighted average diluted shares outstanding

86,117,558

88,208,125

Net income

$      69,650

$         0.81

$      31,870

$         0.36

Income tax expense

13,815

0.16

2,875

0.03

Other income

(319)

(159)

Change in fair value of warrant liabilities

(21,496)

(0.25)

54,911

0.62

Other adjustments, net(a)

15,694

0.18

6,152

0.07

Adjusted EBT

77,344

0.90

95,649

1.08

Less: pro forma taxes(b)

18,539

0.22

22,430

0.25

Adjusted net income

$      58,805

$         0.68

$      73,219

$         0.83

(a) For the six months ended June 30, 2026, other adjustments, net of $15.7 million included $8.9 million in expenses related to the Transaction and Corporate Simplification, $4.7 million in expenses related to stock compensation, $1.6 million in expenses related to severance, and $0.5 million in expenses related to legal matters. For the six months ended June 30, 2025, other adjustments, net of $6.2 million included $6.4 million in expenses related to stock compensation, $0.6 million in expenses related to severance, $0.5 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.

(b) Assumes a tax rate of 23.97% for the six months ended June 30, 2026 and 23.45% for the six months ended June 30, 2025, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

 

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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.

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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.

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SOURCE SJE Inc

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