Brinks Co: Form 10-Q for the period ended Jun 30, 2025

The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services throughout the world. These services include:

Cash and Valuables Management ("CVM")

• Cash-in-transit ("CIT") services – armored vehicle transportation of cash and coin
• Basic ATM services – cash replenishment and treasury management of automated teller machines ("ATMs")
• Brink's Global Services ("BGS") – secure international transportation, pick-up, packaging, customs clearance, secure vault storage, and inventory management of high-value commodities and goods
• Cash management services – counting, sorting, wrapping, check imaging, cashier balancing, counterfeit detection, account consolidation and electronic reporting
• Vaulting services – combines CIT services, cash management, vaulting and electronic reporting technologies for banks
• Other Services – guarding, commercial security, and payment services

Digital Retail Solutions ("DRS"), and ATM Managed Services ("AMS")

• DRS – services that facilitate faster access to cash deposits leveraging Brink’s tech-enabled devices and software platforms that enable enhanced customer analytics and visibility
• AMS – comprehensive solutions for ATM management, including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, first and second line maintenance, parts provisioning, funds settlements, and installation services

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on an operating profit or loss measure, excluding corporate expenses and other items not allocated to segments.

We manage our business in the following four segments:

• North America – operations in the U.S. and Canada, including the BGS line of business,
• Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,
• Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
• Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.

RESULTS OF OPERATIONS

Consolidated Review

(In millions, except for percentages and per share amounts)

(a) Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.

(b) These measures are supplemental financial measures that are not required by, or presented in accordance with, GAAP. See page 46 for further information on these non-GAAP measures and reconciliations to the applicable GAAP measures.

(c) Amounts for 2025 include an adjustment that reduced depreciation expense and increased income from continuing operations by $13.6 million. See "Depreciation Adjustment" in Note 1 for more details.

GAAP Basis

Analysis of Consolidated Results: Second Quarter 2025 versus Second Quarter 2024

Consolidated Revenues Revenues increased $47.4 million due to organic increases in Latin America ($24.7 million), North America ($22.6 million), Europe ($9.8 million), and Rest of World ($3.2 million), and the favorable impact of acquisitions ($4.2 million), partially offset by the unfavorable impact of currency exchange rates ($17.1 million). The unfavorable currency exchange rate impact was driven primarily by the Mexican peso, Argentine peso, and Brazilian real. Revenues increased 5% on an organic basis primarily due to inflation-based price increases and organic growth in AMS and DRS revenue. See our definition of “organic growth” on page 46.

Consolidated Costs and Expenses Cost of revenues increased 4% to $976.7 million primarily due to the impact of higher revenue and the impact of acquisitions, partially offset by the impact of currency exchange rates. Selling, general and administrative costs decreased 5% to $184.5 million primarily due to the depreciation adjustment discussed in Note 1 and the impact of currency exchange rates, partially offset by organic increases in labor costs.

Consolidated Operating Profit and Operating Profit Margin Operating profit margin increased from 9.3% to 10.3%. Operating profit increased $17.9 million due mainly to:

• organic increases in North America ($10.6 million), Europe ($5.7 million), and Rest of World ($1.3 million) and
• the depreciation adjustment mentioned above,

partially offset by:

• higher costs incurred related to business acquisitions and dispositions ($9.3 million),
• unfavorable changes in currency exchange rates on segment profit ($4.6 million), primarily driven by the Mexican peso and Argentine peso, and
• an organic decrease in Latin America ($2.6 million).

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders decreased $2.4 million to $43.9 million due to lower interest and other nonoperating income ($10.7 million), higher income tax expense ($5.1 million), higher interest expense ($4.4 million) and higher noncontrolling interest ($0.1 million), partially offset by the increase in operating profit mentioned above. Earnings per share from continuing operations was $1.03, flat to the second quarter of 2024.

Analysis of Consolidated Results: First Half 2025 versus First Half 2024

Consolidated Revenues Revenues increased $58.0 million due to organic increases in Latin America ($49.5 million), North America ($32.5 million), Europe ($25.3 million), and Rest of World ($22.2 million) and the favorable impact of acquisitions ($11.4 million), partially offset by the unfavorable impact of currency exchange rates ($82.9 million). The unfavorable currency exchange rate impact was driven primarily by the Mexican peso, Argentine peso, and Brazilian real. Revenues increased 5% on an organic basis primarily due to to inflation-based price increases and organic growth in AMS and DRS revenue. See our definition of “organic growth” on page 46.

Consolidated Costs and Expenses Cost of revenues increased 3% to $1,916.2 million primarily due to the impact of higher revenue partially offset by the impact of currency exchange rates. Selling, general and administrative costs decreased 6% to $370.8 million primarily due to the depreciation adjustment discussed above and the impact of currency exchange rates.

Consolidated Operating Profit and Operating Profit Margin Operating profit margin increased from 9.5% to 9.9%. Operating profit increased $16.1 million due mainly to:

• organic increases in North America ($15.1 million), Rest of World ($10.7 million), and Europe ($6.0 million),
• the depreciation adjustment mentioned above, and
• lower corporate expenses on an organic basis ($3.1 million),

partially offset by:

• unfavorable changes in currency exchange rates on segment profit ($16.2 million), primarily driven by the Mexican peso, Argentine peso, and Brazilian real,
• higher costs incurred related to business acquisitions and dispositions ($13.5 million), and
• an organic decrease in Latin America ($1.2 million).

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders decreased $0.1 million to $95.5 million due to lower interest and other nonoperating income ($16.1 million) and higher interest expense ($6.1 million), partially offset by the increase in operating profit mentioned above, lower income tax expense ($5.5 million) and lower noncontrolling interest ($0.5 million). Earnings per share from continuing operations was $2.22, up from $2.12 in the first six months of 2024.

Non-GAAP Basis

Non-GAAP Financial Measures The non-GAAP measures included in the table above and the analysis below present our operating profit, operating profit margin, income from continuing operations and earnings per share without certain income and expense items that do not reflect the regular earnings of the Company's operations. These non-GAAP measures are described in more detail on page 46 and are reconciled to comparable GAAP measures on pages 48-50.

Analysis of Consolidated Results: Second Quarter 2025 versus Second Quarter 2024

Non-GAAP Consolidated Operating Profit and Non-GAAP Operating Profit Margin Non-GAAP operating profit margin increased from 12.4% to 12.6%. Non-GAAP operating profit increased $8.9 million due mainly to:

• organic increases in North America ($10.6 million), Europe ($5.7 million) and Rest of World ($1.3 million) and
• the favorable impact of acquisitions ($1.5 million),

partially offset by:

• unfavorable changes in currency exchange rates ($5.8 million), driven primarily by the Mexican peso, Argentine peso, and Brazilian real,
• organic decrease in Latin America ($2.6 million), and
• higher corporate expenses on an organic basis ($1.8 million).

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders decreased $5.1 million to $75.7 million due to higher income tax expense ($5.5 million), lower interest and other nonoperating income ($5.2 million), and higher interest expense ($4.4 million), partially offset by the operating profit increase mentioned above, and lower noncontrolling interest ($1.1 million). Non-GAAP earnings per share from continuing operations was $1.79, unchanged from $1.79 in the second quarter of 2024.

Adjusted EBITDA Adjusted EBITDA increased 3% to $232.0 million primarily due to the increase in Non-GAAP operating profit ($8.9 million).

Analysis of Consolidated Results: First Half 2025 versus First Half 2024

Non-GAAP Consolidated Operating Profit and Non-GAAP Operating Profit Margin Non-GAAP operating profit margin increased from 12.1% to 12.4%. Non-GAAP operating profit increased $14.5 million due mainly to:

• organic increases in North America ($15.1 million), Rest of World ($10.7 million), and Europe ($6.0 million),
• lower corporate expenses on an organic basis ($3.1 million), and
• the favorable impact of acquisitions ($1.4 million)

partially offset by:

• unfavorable changes in currency exchange rates ($20.6 million), driven primarily by the Mexican peso, Argentine peso, and Brazilian real, and
• organic decreases in Latin America ($1.2 million).

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders decreased $10.0 million to $145.4 million due to higher income tax expense ($10.8 million), lower interest and other nonoperating income ($8.9 million), and higher interest expense ($6.1 million), and partially offset by the operating profit increase mentioned above, and lower noncontrolling interest ($1.3 million). Earnings per share from continuing operations was $3.38, down from $3.44 in the first six months of 2024.

Adjusted EBITDA Adjusted EBITDA increased 1% to $447.0 million primarily due to the increase in Non-GAAP operating profit ($14.5 million).

Revenues and Operating Profit by Segment: Second Quarter 2025 versus Second Quarter 2024

(In millions, except for percentages)

Amounts may not add due to rounding.

(a) Organic change and organic growth are supplemental financial measures that are not required by, or presented in accordance with, GAAP, and are described in more detail on page 46.

(b) Amounts include the impact of prior year comparable period results for acquired and disposed businesses. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page 46.

(c) The amounts in the “Currency” column consist of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page 46.

(d) See pages 41-42 for further information, where these items are discussed in more detail.

Analysis of Segment Results: Second Quarter 2025 versus Second Quarter 2024

North America

Revenues increased 5% ($22.3 million) due to a 5% organic increase ($22.6 million), partially offset by the unfavorable impact of currency exchange rates ($0.3 million). Organic revenue increased primarily due to growth in AMS and DRS, as well as BGS revenue. Operating profit increased 21% ($10.6 million) due to a 21% organic increase ($10.6 million). The organic increase was primarily driven by higher revenue, the net impact of revenue mix, and productivity initiatives.

Latin America

Revenues decreased 4% ($12.3 million) due to the unfavorable impact of currency exchange rates ($40.1 million) primarily from the Mexican peso, Argentine peso, and Brazilian real, partially offset by a 7% organic increase ($24.7 million) and the impact of acquisitions ($3.1 million). The organic increase was primarily driven by price increases across the segment with a majority of the impact from Argentina and Mexico, as well as growth in AMS and DRS revenue. Operating profit decreased 13% ($8.2 million) primarily due to the unfavorable impact of currency exchange rates ($7.6 million) and a 4% organic decrease ($2.6 million), partially offset by the favorable impact of acquisitions ($2.0 million). The organic decrease was primarily driven by lower volumes and one-time expenses.

Europe

Revenues increased 9% ($28.1 million) primarily due to favorable impact of currency exchange rates ($17.2 million), an 3% organic increase ($9.8 million) and the favorable impact of acquisitions ($1.1 million). Organic revenue increased primarily due the growth of AMS and DRS revenue. Operating profit increased 23% ($7.3 million) primarily due to an 18% organic increase ($5.7 million) and the favorable impact of currency exchange rates ($2.1 million). The organic increase was driven by the mix benefit of higher AMS and DRS revenue.

Rest of World

Revenues increased 5% ($9.3 million) due to the favorable impact of currency exchange rates ($6.1 million) and a 2% organic increase ($3.2 million). Organic growth in the segment was primarily due to growth in BGS revenue. Operating profit increased 6% ($2.2 million) primarily due to a 3% organic increase ($1.3 million). The organic increase was primarily driven by a favorable revenue mix impact.

Revenues and Operating Profit by Segment: First Half 2025 versus First Half 2024

(In millions, except for percentages)

Amounts may not add due to rounding.

See page 39 for footnote explanations.

Analysis of Segment Results: First Half 2025 versus First Half 2024

North America

Revenues increased 4% ($34.4 million) primarily due to a 4% organic increase ($32.5 million) and the impact of acquisitions ($4.3 million). Organic revenue increased primarily due to price increases and growth in AMS and DRS revenue, as well as BGS revenue. Operating profit increased 15% ($15.3 million) due to a 15% organic increase ($15.1 million) and the impact of acquisitions ($0.2 million). The organic increase was primarily driven by the net impact of revenue mix and cost productivity improvements from transformation initiatives in the U.S.

Latin America

Revenues decreased ($39.4 million) due to the unfavorable impact of currency exchange rates ($94.5 million), primarily from the Mexican peso, Argentine peso, and Brazilian real, partially offset by a 7% organic increase ($49.5 million). The organic increase was driven by price increases across the segment with a majority of the impact from Argentina, as well as growth in AMS and DRS revenue. Operating profit decreased 14% ($17.3 million) due to the unfavorable impact of currency exchange rates ($18.0 million) and a 1% organic decrease ($1.2 million), partially offset by the favorable impact of acquisitions ($1.9 million). The organic decrease was driven by lower volumes.

Europe

Revenues increased 6% ($35.8 million) due to an 4% organic increase ($25.3 million), the favorable impact of currency exchange rates ($9.0 million), and the favorable impact of acquisitions ($1.5 million). The organic increase was primarily due to price increases and the growth of AMS and DRS revenue. Operating profit increased 11% ($6.6 million), primarily due to a 10% organic increase ($6.0 million). The organic increase was primarily driven by higher revenue outpacing the impact of labor and other cost increases across the segment and the mix benefit of higher AMS and DRS revenue.

Rest of World

Revenues increased 7% ($27.2 million) due to a 5% organic increase ($22.2 million) and the favorable impact of currency exchange rates ($5.0 million). Organic growth in the segment was primarily due to growth in BGS revenue. Operating profit increased 14% ($11.2 million) due to a 13% organic increase ($10.7 million) and the favorable impact of currency exchange rates ($0.5 million). The organic increase was driven by a favorable revenue mix impact.

Analysis of Income and Expense Not Allocated to Segments

Income and expenses not allocated to segments are reported either as “Corporate Expenses” or “Other Items not Allocated to Segments.”

Corporate Expenses include costs to manage the global business and perform activities required by public companies as well as other items that are considered part of the Company's operations and revenue generating activities but are not considered when the CODM evaluates segment results. Examples include corporate staff compensation, corporate headquarters costs, regional management costs, share-based compensation, and currency transaction gains and losses.

Other Items not Allocated to Segments include income and expenses that are not necessary to operate our business in the ordinary course and are not considered when the CODM evaluates segment results. These include non-recurring as well as certain recurring costs and gains which are not considered to be part of the Company's operations and revenue generating activities. Each of the items in the “Other Items Not Allocated to Segments” table is excluded from non-GAAP operating profit.

Corporate Expenses

(In millions, except for percentages)

Corporate expenses for the three months ended June 30, 2025 increased $3.0 million versus the prior year period. This was primarily driven by higher charges related to insurance and security losses ($2.6 million), a reduction in currency transaction gains ($1.3 million), and higher net compensation costs ($1.2 million), partially offset by favorable adjustments related to reconciliation of segment policies to GAAP ($2.3 million).

Corporate expenses for the first six months of 2025 increased $1.3 million versus the prior year period. This was primarily driven by a reduction in currency transaction gains ($4.4 million), partially offset by lower net compensation costs ($2.5 million).

Other Items Not Allocated to Segments

(In millions, except for percentages)

Reorganization and Restructuring

Costs associated with certain reorganization and restructuring actions are excluded from reported non-GAAP results. These items include primarily severance charges and asset impairment losses. The 2022 Global Restructuring Plan was designed to, among other things, enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions in light of the COVID-19 pandemic. Other restructuring actions were primarily in response to the COVID-19 pandemic and a decision to exit a line of business in our Canada operating unit. Due to the unusual nature of the underlying events that led to these actions, the charges are not considered part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Acquisitions and dispositions

Certain acquisition and disposition items are not part of the Company's operations and revenue generating activities. These items include non-cash amortization expense for acquisition-related intangible assets, as well as integration, transaction, restructuring and certain compensation costs. All of the items are significantly impacted by the timing and nature of our acquisitions and dispositions, and many are inconsistent in amount and frequency. Management has excluded these amounts when evaluating internal performance. Therefore, we have not allocated these amounts to segment or Corporate results and have excluded these amounts from non-GAAP results.

These items are described below:

2025 Acquisitions and Dispositions

• Amortization expense for acquisition-related intangible assets was $29.2 million in the first six months of 2025.
• Restructuring costs related to acquisitions were $9.7 million in the first six months of 2025.
• Net charges of $2.2 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
• We incurred $1.6 million in integration costs in the first six months of 2025.
• Transaction costs related to business acquisitions were $1.1 million in the first six months of 2025.

2024 Acquisitions and Dispositions

• Amortization expense for acquisition-related intangible assets was $29.1 million in the first six months of 2024.
• Net charges of $1.2 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
• We recognized $0.5 million in charges in Argentina in the first six months of 2024 for an inflation-adjusted labor increase to expected payments to union workers of the Maco businesses.
• We incurred $0.4 million in integration costs in the first six months of 2024.
• Transaction costs related to business acquisitions were $0.3 million in the first six months of 2024.
• A net credit of $1.3 million related to the reversal of retention liability for key PAI employees was recorded in the first six months of 2024.

Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed. In the first six months of 2025, we recognized $4.4 million in pretax charges in operating profit related to highly inflationary accounting, including currency remeasurement losses of $14.1 million. In the first six months of 2024, we recognized $13.0 million in pretax charges in operating profit related to highly inflationary accounting, including currency remeasurement losses of $6.4 million. Highly inflationary adjustments also impact gains and losses on marketable securities due to the change in exchange rates. These non-cash charges are not part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Transformation initiatives During 2023, we initiated a multi-year program intended to accelerate growth and drive margin expansion through transformation of our business model. The program is designed to help us standardize our commercial and operational systems and processes, drive continuous improvement and achieve operational excellence. Accordingly, we incurred $12.0 million of expense in the first six months of 2024 and an additional $10.5 million in the first six months of 2025. The transformation costs primarily include third party professional services and project management charges. These costs relate to a discrete program and are not reflective of our ongoing operating cost structure, and are not indicative of our core operating expenses or normal activities. Additionally, management has excluded these amounts when evaluating internal performance. As such, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

DOJ/FinCEN investigations During the first six months of 2025, we accrued $1.8 million in connection with the DOJ and FinCEN investigations, which represents third-party legal costs associated with these matters. In the first quarter of 2025, we reached resolutions with both the DOJ and FinCEN. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts and the underlying investigations are such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

Chile antitrust matter We recognized an estimated loss of $9.5 million in 2021 and recognized additional amounts in subsequent years (which were primarily related to changes in currency rates). Overall, these charges related to a potential fine associated with an investigation by the Chilean Fiscalía Nacional Económica or "FNE" (the Chilean antitrust agency). The investigation is related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts, including the estimated loss and associated third-party costs, is such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years of the underlying event. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results. See Note 13 for details.

Foreign Operations

We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries.

We are subject to risks customarily associated with doing business in foreign countries, including labor and economic conditions, the imposition of international sanctions, including by the U.S. government, political instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local governments. Changes in the political or economic environments in the countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. The future effects, if any, of these risks are unknown. In April 2019, the U.S. government sanctioned the Venezuela central bank and, as a result, the Company has ceased support of the Venezuela business.

At June 30, 2025, Argentina's economy remained highly inflationary for accounting purposes. See Note 1 for more details about our Argentina operations including a description of how we account for currency remeasurement for our Argentine subsidiaries and the potential impacts of converting local currency into U.S. dollars.

Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Future fluctuations in exchange rates could have either a positive or negative impact on our financial results.

Changes in exchange rates may also affect transactions that are denominated in currencies other than the functional currency. From time to time, we use short term foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. These short term foreign currency forward and swap contracts primarily offset exposures in the euro, the Mexican peso, and the British pound and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings. See Note 7 for more details regarding our economic hedges.

We have entered into cross currency swaps and foreign exchange forward swap contracts to hedge a portion of our net investments in certain of our subsidiaries with euro and Hong Kong dollar functional currencies. As net investment hedges for accounting purposes, we elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of the cross currency swaps. See Note 7 for more details regarding these contracts.

Other Operating Income and Expense

Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.

(In millions, except for percentages)

Nonoperating Income and Expense

Interest expense

(In millions, except for percentages)

Interest expense was higher for the three and six months ended June 30, 2025, compared to the same prior year periods due to higher interest rates on corporate debt and overall higher borrowing levels. Borrowings were primarily used to fund growth in our DRS business and other general corporate initiatives.

Interest and other nonoperating income (expense)

(In millions, except for percentages)

(a) Certain of our Latin American subsidiaries incur non-income taxes related to the billing of intercompany charges. These intercompany charges do not impact the Latin America segment results and are eliminated in our consolidation.

Income Taxes

(In millions, except for effective tax rate)

Effective Income Tax Rate

Our effective tax rate may fluctuate materially from these estimates due to changes in pre-tax earnings, permanent book-tax differences, changes in the expected amount and geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies, changes in distributions of share-based payments, changes in U.S. taxable income, and other factors.

Noncontrolling Interests

(In millions, except for percentages)

The net income attributable to noncontrolling interest in the three months ended June 30, 2025, is consistent with the net income attributable to noncontrolling interest in the three months ended June 30, 2024. The decrease in the net income attributable to noncontrolling interests in the first six months ended June 30, 2025, in comparison to the first six months ended June 30, 2024, is primarily attributable to lower 2025 operating results reported by certain subsidiaries that are not wholly-owned.

Non-GAAP Measures and Reconciliations to GAAP Measures

Non-GAAP measures described below and included in this filing are financial measures that are not required by or presented in accordance with GAAP. The purpose of the disclosure of these non-GAAP measures is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations.

These non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. The reconciliations in the tables below include adjustments that we do not consider reflective of our operating performance as they result from events and circumstances that are not a part of our core business. Additionally, certain non-GAAP results, including non-GAAP operating profit and free cash flow before dividends, are utilized as performance measures in certain management incentive compensation plans.

Non-GAAP results should not be considered as an alternative to results determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies.

The items excluded from non-GAAP measures are considered by us to be nonrecurring, infrequent or unusual costs and gains as well as other items not considered part of our operations and revenue generating activities. Non-recurring and infrequent items are items that are not reasonably expected to recur in the following two years.

In addition to the rationale described above, we believe the following non-GAAP metrics are helpful to investors in assessing results of operations consistent with how our management evaluates performance:

• Non-GAAP operating profit and Non-GAAP operating profit margin: Non-GAAP operating profit equals GAAP operating profit excluding Other Items not Allocated to Segments. Non-GAAP operating margin equals non-GAAP operating profit divided by revenues.
• Non-GAAP income from continuing operations attributable to Brink's: This measure equals GAAP income from continuing operations attributable to Brink's excluding Other Items not Allocated to Segments as well as certain retirement plan expenses/gains and unusual adjustments to deferred tax asset valuation allowances.
• Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA: EBITDA is calculated by starting with net income attributable to Brink's and adding back the amounts for interest expense, income taxes, depreciation and amortization. Adjusted EBITDA equals EBITDA excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains, unusual adjustments to deferred tax asset valuation allowances, income tax rate adjustments, share-based compensation and marketable securities (gain) loss.
• Non-GAAP diluted EPS from continuing operations attributable to Brink's common shareholders: This measure equals non-GAAP income from continuing operations attributable to Brink's divided by diluted shares.
• Organic change and organic growth: Organic change represents the change in revenues or operating profit between the current and prior period excluding the effect of acquisitions and dispositions for one year after the transaction and changes in currency exchange rates. Organic growth is the percentage change of organic growth versus the prior year amount.
• Impact of Acquisitions/Dispositions: This measure represents the impact of acquisitions or dispositions without a full year of reported results in either comparable period.
• Currency Effect: This measure consists of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
• Non-GAAP pre-tax income, Non-GAAP income tax and Non-GAAP effective income tax rate: Non-GAAP pre-tax income and non-GAAP income tax equal their GAAP counterparts excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains and unusual adjustments to deferred tax asset valuation allowances. Non-GAAP effective income tax rate equals non-GAAP income tax divided by non-GAAP pre-tax income.

In addition to the rationale described above, we believe the following non-GAAP metrics are helpful in assessing cash flow and financial leverage consistent with how our management evaluates performance:

• Free Cash Flow before Dividends: This non-GAAP measure reflects management’s calculation of cash flows that are available for capital or investing activities such as paying dividends, share repurchases, debt, acquisitions and other investments. The measure is calculated as net cash flows from operating activities, adjusted to exclude certain operating activities related to cash that is not available for corporate purposes, including the impact of cash flows from restricted cash held for customers, as well as cash received and processed in certain of our secure cash management services operations. The resulting amount is further adjusted to include the impact of cash flows related to equipment used to operate our business, including capital expenditures, cash proceeds from sale of property and equipment, as well as proceeds from lessor debt financing. The latter item, which is part of cash flows from financing activities and relates to the subsequent financings of certain capital expenditures, was added to our calculation in the second quarter of 2024 as we believe such cash flows are similar in nature to transactions reported in Investing Activities, which have historically been included in our calculation. Prior amounts were recast to reflect this change.
• Net Debt: Net Debt equals total debt less cash and cash equivalents available for general corporate purposes. We exclude from cash and cash equivalents amounts held by our cash management services operations, as such amounts are not considered available for general corporate purposes. See page 55 for more details.

Reconciliations of Non-GAAP to GAAP Measures

Non-GAAP measures are reconciled to comparable GAAP measures either in the tables below or in “Liquidity and Capital Resources” section. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented. Most of the reconciling adjustments are described in Other Items Not Allocated to Segments above on pages 41–42. Additional reconciling items include the following:

Retirement plans We incur costs, such as interest expense and amortization of actuarial gains and losses, associated with certain retirement plans that have been frozen to new entrants. Furthermore, we also incur non-cash settlement charges and curtailment gains related to all of our retirement plans. These costs and gains are not considered to be part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. Therefore, they are excluded from non-GAAP results.

Change in restricted cash held for customers Restricted cash held for customers is not available for general corporate purposes such as payroll, vendor invoice payments, debt repayment, or capital expenditures. Because the cash is not available to support the Company's operations and revenue generating activities, management excludes the changes in the restricted cash held for customers balance when assessing cash flows from operations. We believe that the exclusion of the change in restricted cash held for customers from our non-GAAP operating cash flows measure is helpful to users of the financial statements as it presents this financial measure consistent with how management assesses this liquidity measure.

Change in certain customer obligations The title to cash received and processed in certain of our secure cash management services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and is thus not available for general corporate purposes. Because the cash is not available to support our operations and revenue generating activities, management excludes the changes in this specific cash balance when assessing cash flows from operations. We believe that the exclusion of the change in this cash balance from our non-GAAP operating cash flows measure is helpful to the users of our financial statements as it presents this financial measure consistent with how our management assesses this liquidity measure.

Amounts held by cash management services operations As described above, cash held in certain of our secure cash management services operations is not available to support our operations and revenue generating activities. Therefore, management excludes this specific cash balance when assessing our liquidity and capital resources, and in our computation of Net Debt. We believe that the exclusion of this cash balance from our non-GAAP Net Debt measure is helpful to the users of our financial statements as it presents this financial measure consistent with how our management assesses this liquidity measure.

Non-GAAP reconciled to GAAP

(In millions, except for percentages)

Amounts may not add due to rounding.

(a) From continuing operations.

(b) See "Reconciliations of Non-GAAP to GAAP Measures" on page 47 for details.

(c) See “Other Items Not Allocated To Segments” on pages 41-42 for details.

(d) Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 28.4% for 2025 and was 23.2% for 2024.

(In millions, except for per share amounts)

49

(In millions, except for per share amounts)

Amounts may not add due to rounding.

(a) See “Other Items Not Allocated To Segments” on pages 41-42 for details.

(b) See "Reconciliations of Non-GAAP to GAAP Measures" on page 47 for details.

(c) Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 28.4% for 2025 and was 23.2% for 2024.

(d) There is no difference between GAAP and non-GAAP share-based compensation amounts for the periods presented.

(e) Due to the impact of Argentina highly inflationary accounting, there was a $0.2 million non-GAAP adjustment for a loss in the three and six months ended June 30, 2024. There was a $3.7 million and a $4.7 million non-GAAP adjustment for a loss in the three and six months ended June 30, 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities increased $146.0 million in the first six months of 2025 as compared to the first six months of 2024. Cash used for investing activities increased by $41.2 million in the first six months of 2025 compared to the first six months of 2024. We financed our liquidity needs in the first six months of 2025 with existing cash from operations.

Operating Activities

(In millions)

(a) Free cash flow before dividends is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. See page 46 for further information on this non-GAAP measure, and see page 47 for descriptions of the adjustments.

Cash flows from operating activities - GAAP

Cash flows from operating activities increased $146.0 million in the first six months of 2025 compared to the same period in 2024. The increase was primarily attributed to restricted cash held for customers (restricted cash held for customers increased by $31.3 million in 2025 compared to a decrease of $67.2 million in 2024) and changes in customer obligations related to certain of our secure cash management services operations (certain customer obligations increased by $24.0 million in 2025 compared to an increase of $4.6 million in 2024) as well as changes in working capital excluding taxes and interest (working capital decreased by $133.8 million in 2025 compared to a decrease of $161.3 million in 2024)

Free cash flow before dividends - non-GAAP

Free cash flow before dividends increased $36.4 million in the first six months of 2025 as compared to the same period in 2024. The increase was mostly attributed to changes in working capital excluding taxes and interest, and higher amounts of cash proceeds from sale of property and equipment (we had $9.8 million in cash proceeds in 2025 compared to $4.5 million in 2024) and cash proceeds from lessor debt financing (we had $12.0 million in cash proceeds in 2025 compared to $7.2 million in 2024).

Investing Activities

(In millions)

Cash used by investing activities increased by $41.2 million in the first six months of 2025 versus the first six months of 2024. The increase was primarily due to the increases in net cash paid for purchases of marketable securities in 2025 and cash payments related to the net change in economic hedge contracts, as discussed in Note 7, partially offset by less cash paid for acquisitions in 2025.

Capital expenditures and depreciation and amortization were as follows:

(In millions)

(a) Amortization of acquisition-related intangible assets has been excluded from reportable segment amounts.

(b) See "Depreciation Adjustment" in Note 1 for more details.

Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.4 for the 12 months ending June 30, 2025 compared to 1.3 for the 12 months ending June 30, 2024.

Capital expenditures in the first six months of 2025 were primarily for cash devices, information technology, and armored vehicles.

Financing Activities

(In millions)

Debt borrowings and repayments

Cash used in financing activities increased by $137.2 million year over year as we had net cash used in financing activities of $38.1 million in the first six months of 2025 compared to net cash provided from financing activities of $99.1 million in the first six months of 2024. The change was driven primarily by a decrease in net borrowings (as discussed in Note 8) compared to the prior year six month period, and an increase in cash used to repurchase shares of common stock (we used $130.0 million to repurchase shares in 2025 as compared to $65.7 million in 2024).

Dividends

We paid dividends to Brink’s shareholders of $0.4975 per share or $21.1 million in the first six months of 2025 compared to $0.4625 per share or $20.6 million in the first six months of 2024. Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board of Directors.

Capitalization

Reconciliation of Net Debt to U.S. GAAP Measures

(In millions)

(a) Net Debt is a supplemental non-GAAP financial measure that is not required by or presented in accordance with GAAP. See page 46 for further information on this non-GAAP measure, and see page 47 for a description of the adjustment. Included within Net Debt is net cash from our Argentina operations of $16.9 million at June 30, 2025 and $104 million at December 31, 2024 (see Note 1 to the consolidated financial statements for a discussion of currency controls in Argentina).

Net Debt as of June 30, 2025 increased versus the prior year end to provide funding for general corporate purposes and other working capital needs.

Liquidity Needs

Our liquidity needs include not only the working capital requirements of our operations but also investments in our operations, business development activities, payments on outstanding debt, dividend payments and share repurchases.

Our operating liquidity needs are typically financed by cash from operations, short-term borrowings and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described in more detail in Note 8 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity). As of June 30, 2025, $373 million was available under the Revolving Credit Facility. Based on our current cash on hand, cash generated from operations, and amounts available under our credit facilities and our ability to access capital from financial markets, we believe that we will be able to meet our liquidity needs for the next 12 months and thereafter the foreseeable future.

Limitations on dividends from foreign subsidiaries. A significant portion of our operations are outside the U.S. which may make it difficult to or costly to repatriate additional cash for use in the U.S. See “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2024, for more information on the risks associated with having businesses outside the U.S.

Our conclusion that we will be able to fund our cash requirements for the next 12 months by using existing capital resources, cash on hand, and cash generated from operations does not take into account any potential material worsening of economic conditions or material increases in inflation that would adversely affect our business. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, or if other economic conditions change, such as material increases in inflation, from those currently prevailing or from those now anticipated, such as higher inflation or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business, including material negative changes in the health and welfare of our employees or changes in the condition of our customers or suppliers, and the operating performance or financial results of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs. Our ability to raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:

• our future profitability;
• the quality of our accounts receivable;
• our relative levels of debt and equity;
• the volatility and overall condition of the capital markets; and
• the market prices of our securities.

Equity

On November 2, 2023, our Board of Directors authorized a $500 million share repurchase program that expires on December 31, 2025 (the "2023 Repurchase Program").

Under the 2023 Share Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.

During the six months ended June 30, 2025, we repurchased a total of 1,485,362 shares of our common stock for an aggregate amount of $130.0 million and an average price of $87.49 per share. These shares were retired upon repurchase. At June 30, 2025, $166 million remained available under the 2023 Repurchase Program.

U.S. Retirement Liabilities

Assumptions for U.S. Retirement Obligations

The amounts in the tables below are based on a variety of estimates, including actuarial assumptions as of the most recent measurement date. The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2024. The estimated amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates. Actual amounts could differ materially from the estimated amounts and will be updated at December 31, 2025.

Our most significant actuarial assumptions include:

• Changing discount rates and other assumptions in effect at measurement dates (normally December 31)
• Investment returns on plan assets
• Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)
• Mortality rates
• Change in laws

Funded Status of U.S. Retirement Plans

(In millions)

(a) Excludes amounts reclassified from accumulated other comprehensive income (loss).

Primary U.S. Pension Plan

Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and benefits are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. We did not make cash contributions to the primary U.S. pension plan in 2024 or the first six months of 2025. There are approximately 10,300 beneficiaries in the plan.

Based on our current assumptions, we do not expect to make contributions until 2027.

UMWA Plans

Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees. There were approximately 2,200 beneficiaries in the UMWA plans as of December 31, 2024. The Company does not expect to make additional contributions to these plans until 2040, based on actuarial assumptions.

Black Lung

Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973. There were approximately 700 black lung beneficiaries as of December 31, 2024.

Summary of Expenses Related to All U.S. Retirement Liabilities through 2029

This table summarizes actual and projected expense related to U.S. retirement liabilities.

(In millions)

Summary of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through 2029

This table summarizes actual and projected payments from Brink’s to U.S. retirement plans and from the plans to participants.

(In millions)

Contingent Matters

See Note 13 to the condensed consolidated financial statements for information about contingent matters at June 30, 2025.

Critical Accounting Policies and Estimates

There have been no material changes to the Company’s critical accounting policies and estimates as reported in its Annual Report on Form 10-K for the year ended December 31, 2024.

We serve customers in more than 100 countries, including 51 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the six months ended June 30, 2025.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Executive Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-looking information

This document contains both historical and forward-looking information. Words such as “anticipates,” “assumes,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” “could,” “may,” “should” and similar expressions may identify forward looking information. Forward-looking information in this document includes, but is not limited to, statements concerning future performance of the Company and its global subsidiaries, including the anticipated results from the Company's strategic initiatives, including transformation initiatives and other technology and operational investments; difficulty in repatriating cash; fluctuating strength of the U.S. dollar; anticipated costs of our reorganization and restructuring activities; our ability to consummate acquisitions and integrate their operations successfully; changes in allowance calculation methods; future working capital performance; the impact of foreign currency forward and swap contracts; our effective tax rate; realization of deferred tax assets; the impact of foreign tax credit regulations; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the funded status of the primary pension plan; expected liability for and future contributions to the UMWA plans; liability for black lung obligations; the effect of pending legal matters, including the Chile antitrust matter; the impacts of the operating environment in Argentina; and expected future payments under contractual obligations. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated.

These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:

• our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses;
• our ability to improve service levels and quality in our core businesses;
• market volatility and commodity price fluctuations;
• general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs and/or trade barriers, inflation; recessionary conditions and changes in interest rates;
• seasonality, pricing and other competitive industry factors;
• investment in information technology ("IT") and its impact on revenue and profit growth;
• risks associated with the usage of artificial intelligence ("AI") technologies;
• our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our IT systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access and cyber attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions;
• our ability to effectively develop and implement solutions for our customers;
• risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on our financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization;
• labor issues, including labor shortages, negotiations with organized labor and work stoppages;
• pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce;
• anticipated cash needs in light of our current liquidity position;
• the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
• our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies;
• costs related to dispositions and product or market exits;
• our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers;
• safety and security performance and loss experience;
• employee, environmental and other liabilities in connection with former coal operations, including black lung claims;
• the impact of the American Rescue Plan Act and Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations;
• funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits;
• changes to estimated liabilities and assets in actuarial assumptions;
• the nature of hedging relationships and counterparty risk;
• access to the capital and credit markets;
• our ability to realize deferred tax assets;
• the impact of foreign tax credit regulations;
• the impact of the OBBBA;
• the outcome of pending and future claims, litigation, and administrative proceedings;
• our ability to comply with regulatory compliance obligations;
• public perception of our business, reputation and brand;
• our ability to identify, recruit and retain key employees;
• changes in estimates and assumptions underlying our critical accounting policies; and
• the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2024 and in our other public filings with the Securities and Exchange Commission. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements in this document are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this document. The forward looking information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update, revise or clarify any information contained in this document or forward-looking statements that may be made from time to time on our behalf, whether as a result of new information, future events or otherwise, except as required by law.

Information regarding Risk Factors appears in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in our risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.