HCW Biologics Regains Compliance with Nasdaq Capital Market Requirements
MIRAMAR, Fla., June 26, 2025 (GLOBE NEWSWIRE) -- HCW Biologics Inc. ('HCWB' or the 'Company') (NASDAQ: HCWB), a U.S.-based clinical-stage biopharmaceutical company focused on discovering and developing innovative immunotherapies to extend healthspan by targeting the link between chronic inflammation and disease, announced today that it has received notice from The Nasdaq Stock Market LLC ('Nasdaq') informing the Company that it has regained compliance with the Nasdaq Capital Market's minimum stockholders' equity requirement as required by Nasdaq Listing Rule 5550(b)(1) (the 'Equity Rule').
On June 24, 2025, HCWB received formal notice from Nasdaq confirming that the Company has satisfied the requirements of the Equity Rule. On May 13, 2025, the Company received formal notice from Nasdaq that it regained compliance with the bid price requirement in Listing Rule 5550(a)(2), the public float requirement in Listing Rule 5550(a)(4), and the market value of publicly held shares requirement in Listing Rule 5550(a)(5). Therefore, the Company now meets all Nasdaq Capital Market listing requirements for continued listing, and these matters are closed.
About HCW Biologics:
HCW Biologics Inc. (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing proprietary immunotherapies to treat diseases promoted by chronic inflammation, especially age-related and senescence-associated diseases. The Company's immunotherapeutics represent a new class of drug that it believes have the potential to fundamentally change the treatment of cancer and many other diseases and conditions that are promoted by chronic inflammation — and in doing so, improve patients' quality of life and potentially extend longevity. Chronic inflammation, including inflammaging, is believed to be a significant contributing factor to senescence-associated diseases and conditions that diminish healthspan, including many types of cancer, autoimmune diseases, and neurodegenerative diseases, as well as many indications that impact quality-of-life that are not life-threatening. The Company's lead product candidate, HCW9302, was developed using the Company's legacy TOBI™ (Tissue factOr-Based fusIon) platform. The Company has created another drug discovery technology, the TRBC platform, which is not based on Tissue Factor. The TRBC platform has the capability to construct immunotherapeutics that not only activate and target immune responses but are also equipped with receptors that specifically target cancerous or infected cells. This platform is a versatile scaffold that enables the creation of multiple classes of immunotherapeutic compounds: Class I: Multi-Functional Immune Cell Stimulators; Class II: Second-Generation Immune Checkpoint Inhibitors; Class III: Multi-Specific Targeting Fusions and Enhanced Immune Cell Engagers. These novel immunotherapeutics can be used to treat a wide range of disease indications, including oncology, autoimmune diseases, and improving quality of life conditions. The Company has constructed over 50 molecules using the TRBC platform, including HCW11-002, HCW11-006, HCW11-018 and HCW11-027. Further preclinical evaluation studies are currently being conducted for these three molecules the Company has selected based on promising early data. The Company has two licensing programs in which it has licensed exclusive rights for some of its proprietary molecules. See the Company Pipeline at https://hcwbiologics.com/pipeline/
Company Contact:
Rebecca ByamCFOHCW Biologics Inc.rebeccabyam@hcwbiologics.com
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Refer to the section entitled 'Non-GAAP Measures' of this earnings release. (2) Netback from operations and netback including commodity contracts are considered non-GAAP ratios. Refer to the section entitled 'Non-GAAP Measures' of this earnings release. Expand The information outlined above is extracted from and should be read in conjunction with the Company's unaudited financial statements for the three and six months ended June 30, 2025 and the related management's discussion and analysis thereof, copies of which are available under the Company's profile at NON-GAAP MEASURES Netback from operations, netback including commodity contracts and adjusted EBITDA (collectively, the " Company's Non-GAAP Measures") are not measures or ratios recognized under Canadian generally accepted accounting principles (" GAAP") and do not have any standardized meanings prescribed by IFRS. Management of the Company believes that such measures and ratios are relevant for evaluating returns on each of the Company's projects as well as the performance of the enterprise as a whole. The Company's Non-GAAP Measures may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar non-GAAP measures and ratios as reported by such organizations. The Company's Non-GAAP Measures should not be construed as alternatives to net income, cash flows related to operating activities, working capital or other financial measures and ratios determined in accordance with IFRS, as an indicator of the Company's performance. An explanation of the composition of the Company's Non-GAAP Measures, how the Company's Non-GAAP Measures provide useful information to an investor and the purposes for which the Company's management uses the Non-GAAP Measures is set out in the management's discussion and analysis under the heading 'Non-GAAP Measures' which is available under the Company's profile at and is incorporated by reference into this earnings release. The following is the reconciliation of the non-GAAP ratio netback from operations to net income, which the Company considers to be the most directly comparable financial measure that is disclosed in the Company's financial statements: The following is the reconciliation of the non-GAAP measure adjusted EBITDA to the comparable financial measures disclosed in the Company's financial statements: (US $000) Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Net income 2,853 4,061 8,618 7,406 Income tax expense 936 1,451 2,917 2,642 Depletion and depreciation 3,516 3,700 7,579 7,594 Accretion 73 44 124 89 Interest expense 640 813 1,336 1,728 Unrealized (gain) loss on commodity contracts (490 ) (445 ) (455 ) 470 Share based compensation 488 411 725 539 Interest income (8 ) - (16 ) - Other income (325 ) (1 ) (326 ) (60 ) Foreign currency loss (gain) (2 ) 2 (1 ) 2 Adjusted EBITDA 7,681 10,036 20,501 20,410 Expand PRODUCT TYPE DISCLOSURE This news release includes references to sales volumes of "oil", "natural gas", and 'barrels of oil equivalent' or 'BOEs'. 'Oil' refers to light crude oil and medium crude oil combined, and "natural gas" refers to shale gas, in each case as defined by NI 51-101. Production from our wells, primarily disclosed in this news release in BOEs, consists of mainly oil and associated wet gas. The wet gas is delivered via gathering system and then pipelines to processing plants where it is treated and sold as natural gas and NGLs. CAUTIONARY STATEMENTS In this news release and the Company's other public disclosure: (a) The Company's natural gas production is reported in thousands of cubic feet (" Mcfs"). The Company also uses references to barrels (" Bbls") and barrels of oil equivalent (" Boes") to reflect natural gas liquids and oil production and sales. Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. (b) Discounted and undiscounted net present value of future net revenues attributable to reserves do not represent fair market value. (c) Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves. (d) The Company discloses peak and 30-day initial production rates and other short-term production rates. Readers are cautioned that such production rates are preliminary in nature and are not necessarily indicative of long-term performance or of ultimate recovery. Expand Caution Regarding Forward-Looking Information This release contains forward-looking information including information regarding the proposed timing and expected results of exploratory and development work including production from the Company's Tishomingo field, Oklahoma acreage, projected increases in production and cash flow, adjusted EBITDA and net debt, the Company's reserves based loan facility, including scheduled repayments, expected hedging levels and the Company's strategy and objectives. The use of any of the words 'target', 'plans', "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management's expectations and assumptions, including that the Company's geologic and reservoir models and analysis will be validated, that indications of early results are reasonably accurate predictors of the prospectiveness of the shale intervals, that previous exploration results are indicative of future results and success, that expected production from future wells can be achieved as modeled, that declines will match the modeling, that future well production rates will be improved over existing wells, that rates of return as modeled can be achieved, that recoveries are consistent with management's expectations, that additional wells are actually drilled and completed, that design and performance improvements will reduce development time and expense and improve productivity, that discoveries will prove to be economic, that anticipated results and estimated costs will be consistent with management's expectations, that all required permits and approvals and the necessary labor and equipment will be obtained, provided or available, as applicable, on terms that are acceptable to the Company, when required, that no unforeseen delays, unexpected geological or other effects, equipment failures, permitting delays or labor or contract disputes are encountered, that the development plans of the Company and its co-venturers will not change, that the demand for oil and gas will be sustained or increase, that the Company will continue to be able to access sufficient capital through financings, credit facilities, farm-ins or other participation arrangements to maintain its projects, that the Company will continue in compliance with the covenants under its reserves-based loan facility and that the borrowing base will not be reduced, that funds will be available from the Company's reserves based loan facility when required to fund planned operations, that the Company will not be adversely affected by changing government policies and regulations, social instability or other political, economic or diplomatic developments in the countries in which it operates and that global economic conditions will not deteriorate in a manner that has an adverse impact on the Company's business and its ability to advance its business strategy. Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the risk that any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including that the Company's geologic and reservoir models or analysis are not validated, that anticipated results and estimated costs will not be consistent with management's expectations, the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration and development projects or capital expenditures; the uncertainty of reserve and resource estimates and projections relating to production, costs and expenses, and health, safety and environmental risks including flooding and extended interruptions due to inclement or hazardous weather), the risk of commodity price and foreign exchange rate fluctuations, risks and uncertainties associated with securing the necessary regulatory approvals and financing to proceed with continued development of the Tishomingo Field, the risk that the Company or its subsidiaries is not able for any reason to obtain and provide the information necessary to secure required approvals or that required regulatory approvals are otherwise not available when required, that unexpected geological results are encountered, that completion techniques require further optimization, that production rates do not match the Company's assumptions, that very low or no production rates are achieved, that the Company will cease to be in compliance with the covenants under its reserves-based loan facility and be required to repay outstanding amounts or that the borrowing base will be reduced pursuant to a borrowing base re-determination and the Company will be required to repay the resulting shortfall, that the Company is unable to access required capital, that funding is not available from the Company's reserves based loan facility at the times or in the amounts required for planned operations, that occurrences such as those that are assumed will not occur, do in fact occur, and those conditions that are assumed will continue or improve, do not continue or improve and the other risks identified in the Company's most recent Annual Information Form under the 'Risk Factors' section, the Company's most recent management's discussion and analysis and the Company's other public disclosure, available under the Company's profile on SEDAR at Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. 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Investors should refer to Owens & Minor's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, including the section captioned 'Item 1A. Risk Factors,' as applicable, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company's actual results to differ materially from its current estimates. These filings are available at Given these risks and uncertainties, Owens & Minor can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. Owens & Minor specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. About Owens & Minor Owens & Minor, Inc. (NYSE: OMI) is a Fortune 500 global healthcare solutions company providing essential products and services that support care from the hospital to the home. For over 100 years, Owens & Minor and its affiliated brands, Apria®, Byram® and HALYARD*, have helped to make each day better for the patients, providers, and communities we serve. Powered by more than 20,000 teammates worldwide, Owens & Minor delivers comfort and confidence behind the scenes so healthcare stays at the forefront. Owens & Minor exists because every day, everywhere, Life Takes Care™. For more information about Owens & Minor and our affiliated brands, visit or follow us on LinkedIn and Instagram. * Registered Trademark or Trademark of O&M Halyard or its affiliates. Owens & Minor, Inc. Consolidated Statements of Operations (unaudited) (dollars in thousands, except per share data) Six Months Ended June 30, 2025 2024 Net revenue $ 1,355,801 $ 1,298,244 Operating costs and expenses: Cost of net revenue 711,957 682,623 Selling, general and administrative expenses 530,223 540,132 Transaction breakage fee 80,000 — Acquisition-related charges and intangible amortization 37,374 28,050 Exit and realignment charges, net 16,166 23,547 Total operating costs and expenses 1,375,720 1,274,352 Operating (loss) income (19,919 ) 23,892 Interest expense, net 50,223 50,997 Transaction financing fees, net 18,288 — Other expense, net 1,917 1,701 Loss from continuing operations before income taxes (90,347 ) (28,806 ) Income tax benefit (2,715 ) (8,671 ) Loss from continuing operations, net of tax (87,632 ) (20,135 ) Loss from discontinued operations, net of tax (806,408 ) (33,664 ) Net loss $ (894,040 ) $ (53,799 ) Basic loss per common share Loss from continuing operations, net of tax $ (1.14 ) $ (0.26 ) Loss from discontinued operations, net of tax (10.46 ) (0.44 ) Net loss $ (11.60 ) $ (0.70 ) Diluted loss per common share Loss from continuing operations, net of tax $ (1.14 ) $ (0.26 ) Loss from discontinued operations, net of tax (10.46 ) (0.44 ) Net loss $ (11.60 ) $ (0.70 ) Expand Owens & Minor, Inc. Condensed Consolidated Balance Sheets (unaudited) (dollars in thousands) December 31, 2024 Assets Current assets Cash and cash equivalents $ 38,258 $ 27,572 Accounts receivable, net 196,379 218,270 Inventories 69,227 67,581 Other current assets 104,011 82,240 Current assets of discontinued operations 1,890,638 1,625,354 Total current assets 2,298,513 2,021,017 Patient service equipment and other fixed assets, net 259,301 249,283 Operating lease assets 120,188 126,928 Goodwill 1,228,140 1,228,140 Intangible assets, net 194,924 210,056 Other assets, net 53,479 89,539 Noncurrent assets of discontinued operations — 731,193 Total assets $ 4,154,545 $ 4,656,156 Liabilities and equity Current liabilities Accounts payable $ 357,037 $ 359,927 Accrued payroll and related liabilities 52,508 73,678 Current portion of long-term debt 383,000 42,866 Other current liabilities 421,739 294,685 Current liabilities of discontinued operations 1,460,239 1,080,896 Total current liabilities 2,674,523 1,852,052 Long-term debt, excluding current portion 1,594,745 1,798,393 Operating lease liabilities, excluding current portion 80,982 89,466 Deferred income taxes, net 345 19,436 Other liabilities 84,960 72,551 Noncurrent liabilities of discontinued operations — 237,894 Total liabilities 4,435,555 4,069,792 Total (deficit) equity (281,010 ) 586,364 Total liabilities and equity $ 4,154,545 $ 4,656,156 Expand Owens & Minor, Inc. Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) Three Months Ended June 30, 2025 2024 Operating activities: Net loss $ (869,058 ) $ (31,913 ) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization 59,399 63,879 Goodwill impairment charge 106,389 — Loss on classification to held for sale 649,140 — Share-based compensation expense 8,061 6,735 Deferred income tax benefit (6,068 ) (5,370 ) Changes in operating lease right-of-use assets and lease liabilities (41 ) 2,627 Gain from sale and dispositions of patient service equipment and other fixed assets (3,969 ) (12,257 ) Changes in operating assets and liabilities: Accounts receivable, net 30,262 6,845 Inventories 119,013 (87,665 ) Accounts payable (12,344 ) 150,445 Net change in other assets and liabilities (48,236 ) 20,100 Other, net 5,062 2,723 Cash provided by operating activities 37,610 116,149 Investing activities: Additions to patient service equipment and other fixed assets (67,879 ) (44,382 ) Proceeds from sale of patient service equipment and other fixed assets 18,120 17,488 Additions to computer software (1,658 ) (1,418 ) Other, net (1,500 ) (6,858 ) Cash used for investing activities (52,917 ) (35,170 ) Financing activities: Borrowings under amended Receivables Financing Agreement — 462,300 Repayments under amended Receivables Financing Agreement — (528,000 ) Borrowings under Revolving Credit Facility 853,200 — Repayments under Revolving Credit Facility (815,700 ) — Repayments of debt — (7,750 ) Repurchase of common stock (5,153 ) — Other, net (648 ) (4,790 ) Cash provided by (used for) financing activities 31,699 (78,240 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,259 (64 ) Net increase in cash, cash equivalents and restricted cash 17,651 2,675 Cash, cash equivalents and restricted cash at beginning of period 59,436 270,794 Cash, cash equivalents and restricted cash at end of period (1) $ 77,087 $ 273,469 Supplemental disclosure of cash flow information: Income taxes paid, net $ 5,333 $ 2,875 Interest paid $ 38,358 $ 52,608 Noncash investing activity: Unpaid purchases of patient service equipment and other fixed assets at end of period $ 73,437 $ 76,373 Expand (1) This amount includes cash from discontinued operations of $39 million and $30 million as of June 30, 2025 and March 31, 2025. There was no restricted cash as of June 30, 2025 and March 31, 2025. Expand Owens & Minor, Inc. Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) Six Months Ended June 30, (in thousands) 2025 2024 Operating activities: Net loss $ (894,040 ) $ (53,799 ) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization 120,552 137,974 Goodwill impairment charge 106,389 — Loss on classification to held for sale 649,140 — Share-based compensation expense 14,989 13,601 Deferred income tax benefit (12,308 ) (9,029 ) Changes in operating lease right-of-use assets and lease liabilities 14,411 3,766 Gain from sale and dispositions of patient service equipment and other fixed assets (9,322 ) (27,876 ) Changes in operating assets and liabilities: Accounts receivable, net 141,875 (68,118 ) Inventories (155,576 ) (123,077 ) Accounts payable 145,324 203,371 Net change in other assets and liabilities (124,712 ) (19,517 ) Other, net 5,822 5,891 Cash provided by operating activities 2,544 63,187 Investing activities: Additions to patient service equipment and other fixed assets (123,576 ) (90,379 ) Proceeds from sale of patient service equipment and other fixed assets 35,004 67,026 Additions to computer software (10,635 ) (4,829 ) Other, net (1,910 ) (8,858 ) Cash used for investing activities (101,117 ) (37,040 ) Financing activities: Borrowings under amended Receivables Financing Agreement — 667,300 Repayments under amended Receivables Financing Agreement — (667,300 ) Borrowings under Revolving Credit Facility 1,630,184 — Repayments under Revolving Credit Facility (1,495,184 ) — Repayments of debt — (12,375 ) Repurchase of common stock (6,656 ) — Other, net (3,867 ) (12,545 ) Cash provided by (used for) financing activities 124,477 (24,920 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,801 (682 ) Net increase in cash, cash equivalents and restricted cash 27,705 545 Cash, cash equivalents and restricted cash at beginning of period 49,382 272,924 Cash, cash equivalents and restricted cash at end of period $ 77,087 $ 273,469 Supplemental disclosure of cash flow information: Income taxes paid, net $ 5,458 $ 5,240 Interest paid $ 65,845 $ 70,819 Noncash investing activity: Unpaid purchases of patient service equipment and other fixed assets at end of period $ 73,437 $ 76,373 Expand (1) This amount includes cash from discontinued operations of $39 million and $22 million as of June 30, 2025 and December 31, 2024. There was no restricted cash as of June 30, 2025 and December 31, 2024. Expand Owens & Minor, Inc. Net Loss Per Common Share (unaudited) (dollars in thousands, except per share data) Three Months Ended June 30, 2025 2024 Loss from continuing operations, net of tax $ (83,822 ) $ (6,742 ) Loss from discontinued operations, net of tax (785,236 ) (25,171 ) Net loss $ (869,058 ) $ (31,913 ) Weighted average shares outstanding - basic 76,935 76,727 Dilutive shares — — Weighted average shares outstanding - diluted 76,935 76,727 Basic loss per common share Loss from continuing operations, net of tax $ (1.09 ) $ (0.09 ) Loss from discontinued operations, net of tax (10.21 ) (0.33 ) Net loss $ (11.30 ) $ (0.42 ) Diluted loss per common share: Loss from continuing operations, net of tax $ (1.09 ) $ (0.09 ) Loss from discontinued operations, net of tax (10.21 ) (0.33 ) Net loss $ (11.30 ) $ (0.42 ) Expand Share-based awards for the three months ended June 30, 2025 and 2024 of approximately 2.5 million and 1.6 million shares were excluded from the calculation of diluted loss per common share as the effect would be anti-dilutive. Owens & Minor, Inc. Net Loss Per Common Share (unaudited) (dollars in thousands, except per share data) Six Months Ended June 30, 2025 2024 Loss from continuing operations, net of tax $ (87,632 ) $ (20,135 ) Loss from discontinued operations, net of tax (806,408 ) (33,664 ) Net loss $ (894,040 ) $ (53,799 ) Weighted average shares outstanding - basic 77,102 76,526 Dilutive shares — — Weighted average shares outstanding - diluted 77,102 76,526 Basic loss per common share Loss from continuing operations, net of tax $ (1.14 ) $ (0.26 ) Loss from discontinued operations, net of tax (10.46 ) (0.44 ) Net loss $ (11.60 ) $ (0.70 ) Diluted loss per common share: Loss from continuing operations, net of tax $ (1.14 ) $ (0.26 ) Loss from discontinued operations, net of tax (10.46 ) (0.44 ) Net loss $ (11.60 ) $ (0.70 ) Expand Share-based awards for the six months ended June 30, 2025 and 2024 of approximately 2.2 million and 1.6 million shares were excluded from the calculation of diluted loss per common share as the effect would be anti-dilutive. Owens & Minor, Inc. GAAP/Non-GAAP Reconciliations (unaudited) (dollars in thousands, except per share data) The following table provides a reconciliation of reported operating (loss) income, net loss from continuing operations, net of tax and net loss from continuing operations per share to non-GAAP measures used by management. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Operating (loss) income, as reported (GAAP) $ (39,710 ) $ 16,922 $ (19,919 ) $ 23,892 Acquisition-related charges and intangible amortization (1) 13,918 13,761 37,374 28,050 Transaction breakage fee (2) 80,000 — 80,000 — Exit and realignment charges, net (3) 2,541 15,427 16,166 23,547 Litigation and related charges (5) 121 6,678 391 6,678 Operating income, adjusted (non-GAAP) (Adjusted Operating Income) $ 56,870 $ 52,788 $ 114,012 $ 82,167 Operating (loss) income as a percent of net revenue (GAAP) (5.82 ) % 2.56 % (1.47 ) % 1.84 % Adjusted operating income as a percent of net revenue (non-GAAP) 8.34 % 7.99 % 8.41 % 6.33 % Loss from continuing operations, net of tax, as reported (GAAP) $ (83,822 ) $ (6,742 ) $ (87,632 ) $ (20,135 ) Pre-tax adjustments: Acquisition-related charges and intangible amortization (1) 13,918 13,761 37,374 28,050 Transaction breakage fee (2) 80,000 — 80,000 — Exit and realignment charges, net (3) 2,541 15,427 16,166 23,547 Transaction financing fees, net (4) 18,288 — 18,288 — Litigation and related charges (5) 121 6,678 391 6,678 Other (6) 424 430 848 861 Income tax benefit on pre-tax adjustments (9) (10,987 ) (10,248 ) (21,719 ) (17,133 ) Income from continuing operations, net of tax, adjusted (non-GAAP) (Adjusted Net Income) $ 20,483 $ 19,306 $ 43,716 $ 21,868 Loss from continuing operations, net of tax per common share, as reported (GAAP) $ (1.09 ) $ (0.09 ) $ (1.14 ) $ (0.26 ) After-tax adjustments: Acquisition-related charges and intangible amortization (1) 0.12 0.13 0.34 0.26 Transaction breakage fee (2) 1.04 — 1.04 — Exit and realignment charges, net (3) 0.02 0.15 0.14 0.21 Transaction financing fees, net (4) 0.17 — 0.17 — Litigation and related charges (5) — 0.06 — 0.06 Other (6) — — — 0.01 Income from continuing operations, net of tax, per common share, adjusted (non-GAAP) (Adjusted EPS) $ 0.26 $ 0.25 $ 0.55 $ 0.28 Expand Owens & Minor, Inc. GAAP/Non-GAAP Reconciliations (unaudited), continued (dollars in thousands) The following tables provide reconciliations of net loss from continuing operations, net of tax and total debt to non-GAAP measures used by management. Six Months Ended June 30, 2025 2024 Loss from continuing operations, net of tax, as reported (GAAP) $ (87,632 ) $ (20,135 ) Income tax benefit (2,715 ) (8,671 ) Interest expense, net 50,223 50,997 Acquisition-related charges and intangible amortization (1) 37,374 28,050 Transaction breakage fee (2) 80,000 — Exit and realignment charges, net (3) 16,166 23,547 Transaction financing fees, net (4) 18,288 — Litigation and related charges (5) 391 6,678 Other depreciation and amortization (7) 70,758 71,230 Stock compensation (8) 8,952 7,743 Other (6) 848 861 Adjusted EBITDA (non-GAAP) $ 192,653 $ 160,300 Expand June 30, March 31 December 31, 2025 2025 2024 Total debt, as reported (GAAP) $ 1,977,745 $ 1,938,429 $ 1,841,259 Cash and cash equivalents (38,258 ) (29,710 ) (27,572 ) Net debt (non-GAAP) $ 1,939,487 $ 1,908,719 $ 1,813,687 Expand Owens & Minor, Inc. GAAP/Non-GAAP Reconciliations (unaudited), continued (dollars in thousands) The following tables provide reconciliations of capital expenditures to a non-GAAP measure used by management. The following items have been excluded in our non-GAAP financial measures (1) Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2025 includes $6.4 million and $22 million of acquisition-related costs related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2024 includes $3.7 million of acquisition-related costs related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, which consist of investment banking advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, information technology (IT) integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results. (2) Transaction breakage fee includes a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech Acquisition. (3) During the three and six months ended June 30, 2025 exit and realignment charges, net were $2.5 million and $16 million and primarily included professional fees associated with strategic initiatives of $1.9 million and $8.1 million. During the six months ended June 30, 2025 exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. Exit and realignment charges, net were $15 million and $24 million for the three and six months ended June 30, 2024. These charges primarily included professional fees associated with strategic initiatives of $12 million and $18 million and costs related to IT strategic initiatives such as converting certain divisions to common IT systems. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis. (4) Transaction financing fees, net includes $12 million in net interest paid on the financing issued in connection with previously expected Rotech acquisition and $6.7 million in recognition of related previously deferred debt issuance costs. (5) Litigation and related charges includes settlement costs and related charges of legal matters. These costs do not occur in the ordinary course of our business, are non-recurring/infrequent and are inherently unpredictable in timing and amount. (6) For the three and six months ended June 30, 2025 and 2024, other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the United States (U.S.). (7) Other depreciation and amortization relates to patient service equipment and other fixed assets, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization. (8) Stock compensation includes share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization. (9) These charges have been tax effected by determining the income tax rate depending on the amount of charges incurred in different tax jurisdictions and the deductibility of those charges for income tax purposes. Expand Use of Non-GAAP Measures This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). In general, the measures exclude items and charges that (i) management does not believe reflect Owens & Minor, Inc.'s (the Company) core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company's performance, evaluate the balance sheet, engage in financial and operational planning and determine incentive compensation. Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company's performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated. OMI-CORP OMI-IR SOURCE: Owens & Minor, Inc.