Acquisition and Divestiture - Global Payments announced the divestiture of its Issuer Solutions business for $13.5 billion and the acquisition of Worldpay for a net purchase price of $22.7 billion, reflecting an 8.5x adjusted EBITDA multiple for Worldpay[2] - The acquisition will enhance Global Payments' capabilities to serve over 6 million customers and enable approximately 94 billion transactions annually[4] - The acquisition of Worldpay is seen as a strategic move to simplify Global Payments' business model and enhance its financial profile[5] Financial Projections - The combined company is expected to achieve pro forma adjusted net revenue of approximately $12.5 billion and adjusted EBITDA of approximately $6.5 billion, processing $3.7 trillion in payment volume globally[3] - Global Payments expects adjusted earnings per share for Q1 2025 to be $2.69, reflecting a growth of approximately 10% on a constant currency basis[19] - The company reaffirmed its full-year 2025 outlook for adjusted net revenue, adjusted operating margin, and adjusted earnings per share[20] Synergies and Cost Management - The transaction is anticipated to generate annual run-rate cost synergies of $600 million and revenue synergies of at least $200 million over three years post-closing[13] - Global Payments plans to issue $7.7 billion of debt to finance the acquisition, with an expected net leverage of approximately 3.5x at closing[15][17] Regulatory and Closing Conditions - The transaction is expected to close in the first half of 2026, subject to regulatory approvals[18] - The company faces uncertainties related to regulatory approvals and the ability to meet closing conditions for the transaction[29] Risks and Challenges - Risks include potential difficulties in integrating Worldpay's business and realizing anticipated cost savings from the transaction[29] - There are concerns about maintaining key personnel and potential business disruptions resulting from the transaction[29] - The company is exposed to macroeconomic pressures, including inflation and rising interest rates, which could impact future performance[29] - Increased competition in existing markets and challenges in expanding into new markets are significant risks[29] - The company must comply with Visa and Mastercard requirements, which could affect its operations[29] Forward-Looking Statements - Management's expectations regarding future plans and objectives are subject to change pending finalization of Q1 2025 results[29] - Forward-looking statements are based on current estimates and may differ materially from actual results[29] - The company disclaims any obligation to publicly release updates to forward-looking statements, except as required by law[29]

Financial Performance - Preliminary estimated revenue for Q1 2025 is $2,532 million, exceeding the outlook range of $2,485 - $2,510 million[8] - Adjusted revenue growth for Q1 2025 is 4%, surpassing the guidance of 2.5%-3.5%[8] - Adjusted EBITDA for Q1 2025 is estimated at $958 million, within the outlook of $940-$960 million[8] - Full-year 2025 revenue guidance is reaffirmed at $10,435 - $10,495 million[9] - Adjusted EPS for Q1 2025 is estimated at $1.21, aligning with the guidance of $1.17 - $1.22[8] - Banking recurring revenue growth for Q1 2025 is 2%, above the guidance of 0.5%-1.5%[8] - Capital Markets recurring revenue growth for Q1 2025 is 9%, exceeding the guidance of 7.0%-8.0%[8] - Adjusted EBITDA margin for Q1 2025 is approximately 37.8%, consistent with the outlook range of 37.8%-38.2%[8] Mergers and Acquisitions - The company plans to acquire the Issuer Solutions business from Global Payments for approximately $13.5 billion[11] - The company will sell Worldpay Holdco, LLC to Global Payments for approximately $24.25 billion[11] Risks - The company faces risks related to failure to innovate, which could impact solutions and customer retention[19] - Operational or natural disasters at major operations centers pose significant risks[19] - Compliance failures with payment network requirements could affect operations[19] - The company is exposed to risks of fraud by bad actors[19] - Additional risks are detailed in the "Risk Factors" section of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[19]

Financial Results Announcement - Badger Meter, Inc. announced its financial results for Q1 2025 on April 17, 2025[4] - The press release detailing the financial results is available as Exhibit 99.1[5] Company Information - The company is listed on the New York Stock Exchange under the ticker symbol BMI[2] - The report does not indicate whether Badger Meter is an emerging growth company[3] - No specific financial metrics or performance data were provided in the extracted content[4]

Board Appointments and Changes - Atea Pharmaceuticals appointed Howard H. Berman as a new Class III Director, effective after the 2025 Annual Meeting[2]. - Franklin Berger will retire from the Board effective immediately after the 2027 Annual Meeting, and will not stand for re-election[5]. - The New Director will be appointed to at least one standing committee of the Board following the 2025 Annual Meeting[6]. - The Company will ensure that the New Director receives the same consideration for committee membership as other independent directors[6]. Radoff/JEC Signatories Restrictions and Commitments - The Radoff/JEC Signatories must maintain a Net Long Position of at least 3.0% of the Company's outstanding common stock to recommend a Replacement Director if the New Director is unable to serve[4]. - The Radoff/JEC Signatories are restricted from acquiring more than 6.0% of the Company's outstanding Voting Securities during the Restricted Period[9]. - The Radoff/JEC Signatories are committed to vote in favor of the Board's nominated directors and against any stockholder nominations not approved by the Board[8]. - The Radoff/JEC Signatories must vote in accordance with the Board's recommendations on all proposals, except in cases where ISS or Glass Lewis recommend otherwise[8]. - The Radoff/JEC Signatories are restricted from making any public announcements regarding business combinations or acquisitions involving the Company during the Restricted Period[10]. - The Radoff/JEC Group is prohibited from engaging in proxy solicitations or making public proposals regarding the Company during the Restricted Period[10]. - The Radoff/JEC Group has agreed to withdraw their nomination of candidates for the 2025 Annual Meeting and will not pursue any further actions related to it[21]. - The Radoff/JEC Signatories will conduct themselves as any other stockholder, with similar rights and access to management and the Board[15]. - The Radoff/JEC Signatories must notify the Company of their beneficial ownership of common stock within five business days of a written request[16]. - During the Restricted Period, neither party shall make public statements that disparage the other party[17][18]. Financial and Legal Agreements - The Company plans to initiate a share repurchase program in accordance with the terms set forth in the Press Release[43]. - The Agreement does not require the approval of the stockholders of the Company[43]. - The Company has not taken any actions related to this Agreement that require disclosure on a Current Report on Form 8-K prior to the date of this Agreement[43]. - The Agreement is governed by the laws of the State of Delaware, with exclusive jurisdiction in the Court of Chancery of Delaware[49]. - Each Party waives the right to a jury trial in any litigation arising out of this Agreement[51]. - The Agreement constitutes the only agreement between the Parties regarding its subject matter, superseding all prior agreements[47]. - The Parties acknowledge that they have been represented by counsel throughout the negotiations leading to the execution of this Agreement[55]. - The Agreement may be executed in one or more counterparts, which shall be treated as one and the same agreement[56]. - All representations and obligations under this Agreement are several, not joint, except among the members of Radoff and JEC collectively[58]. - The agreement will terminate upon the expiration of the Restricted Period unless mutually agreed otherwise in writing[60]. - Certain paragraphs of the agreement will survive termination, including liability for breaches prior to termination[60]. - The Company's obligations will terminate immediately upon breach by any member of the Radoff/JEC Group if not cured within ten business days[60]. - The Radoff/JEC Group's obligations will terminate immediately upon breach by the Company if not cured within ten business days[60]. Communication and Reporting - The Company must provide the Radoff/JEC Signatories with a reasonable opportunity to review and comment on the Form 8-K prior to filing[26]. - The Radoff/JEC Signatories will file an amendment to their Schedule 13D reporting the entry into this Agreement promptly after the press release[27]. - The Company is required to issue a press release regarding this Agreement by April 17, 2025, at 9:00 a.m. Eastern time[24]. - The Radoff/JEC Group is allowed to communicate privately with the Company's Board or officers regarding any matter[13]. - The Radoff/JEC Signatories collectively own 4,880,100 shares of the Company's common stock and have voting authority over these shares[41].

Financial Results - Utz Brands, Inc. announced preliminary first fiscal quarter 2025 results, reaffirming financial guidance for fiscal year 2025[4]. - The company reported GAAP Net Sales for fiscal year 2024, with a detailed summary by fiscal quarter available in the presentation[5]. - The company’s financial results are subject to completion of financial closing procedures and review by independent auditors[4]. Executive Changes - Ajay Kataria will transition from his role as CFO effective May 1, 2025, and will assist in a special advisor role until May 31, 2025[7]. - William J. Kelley Jr. has been appointed as the new CFO, with an annual base salary of $575,000 and a signing bonus of $50,000[11]. - Mark Schreiber, Executive Vice President, Sales and Chief Customer Officer, will retire effective May 31, 2025, and will assist in a special advisor role until June 30, 2025[12]. - Jeremy Stuart will assume the position of Executive Vice President, Sales and Chief Customer Officer effective May 31, 2025[13]. Compensation and Incentives - The new CFO will be eligible for annual incentive awards under the company's equity incentive plan, with a target grant value of 135% of his base salary[11]. - The company’s performance stock units and restricted stock units will continue to vest for departing executives based on performance metrics[12]. Additional Information - The press release and additional financial information are attached as exhibits to the current report[14].

Revenue Performance - Revenues from Services for Q1 2024 were $4,403.3 million, a decrease of 7.3% compared to $4,752.3 million in Q1 2023[3] - In Q1 2024, the United States segment reported revenues of $680.4 million, an 8.3% decline from $741.6 million in Q1 2023[3] - Southern Europe revenues for Q1 2024 totaled $1,981.3 million, a decrease of 4.2% from $2,067.9 million in Q1 2023[3] - For Q2 2024, revenues from Services were $4,520.7 million, down 6.9% from $4,856.1 million in Q2 2023[4] - The United States segment in Q2 2024 reported revenues of $697.0 million, a slight decline of 1.7% from $709.1 million in Q2 2023[4] - In Q2 2024, the Other Americas segment saw revenues of $367.4 million, down 5.7% from $389.6 million in Q2 2023[4] - Revenues from Services for the three months ended September 30, 2024, were $4,530.2 million, a decrease of 3.1% compared to $4,675.6 million in the same period of 2023[5] - The United States revenue for the three months ended September 30, 2024, was $697.4 million, a decline of 4.5% from $730.2 million in 2023[5] - France's revenue for the three months ended September 30, 2024, was $1,156.8 million, a decrease of 2.9% compared to $1,191.0 million in 2023[5] - Northern Europe reported a revenue of $828.3 million for the three months ended September 30, 2024, down 9.4% from $914.2 million in 2023[5] - The total revenue from Southern Europe for the three months ended September 30, 2024, was $2,095.6 million, a slight decline of 0.6% from $2,108.7 million in 2023[5] - Revenues from Services for the year ended December 31, 2024, were $18,914.5 million, a decrease of 5.6% compared to $20,000.4 million in 2023[6] Operating Profit - Operating profit for Q1 2024 was $65.9 million, down 44.1% from $117.9 million in Q1 2023[3] - Operating profit for Q2 2024 was $101.1 million, a decrease of 6.1% compared to $107.6 million in Q2 2023[4] - Operating profit for the nine months ended September 30, 2024, was $237.8 million, down 19.5% from $295.3 million in the same period of 2023[5] - Operating Unit Profit for the United States for the three months ended September 30, 2024, was $22.3 million, a decrease of 9.0% from $24.5 million in 2023[5] - Operating profit for the year ended December 31, 2024, was $306.0 million, an increase of 19.6% from $255.8 million in 2023[6] Earnings Before Income Taxes - Earnings before income taxes for Q1 2024 were $57.5 million, compared to $110.4 million in Q1 2023[3] - Earnings before income taxes for Q2 2024 were $92.4 million, slightly down from $95.8 million in Q2 2023[4] - Earnings before income taxes for the three months ended September 30, 2024, were $59.2 million, an increase from $54.7 million in 2023[5]

Financial Performance - Gross profit for 2024 reached $3,634,743, representing a margin of 20.5%, compared to $2,643,060 and a margin of 13.7% in 2023 [56]. - Operating income increased to $2,416,113 in 2024, with a margin of 13.6%, up from $326,411 and a margin of 1.7% in 2023 [56]. - Net income for 2024 was $1,229,601, a significant improvement from a net loss of $2,097,013 in 2023, reflecting a margin of 6.9% [56]. - The number of customers grew to 41 in 2024, up from 38 in 2023 [56]. - The company has over 41 customers, with the top ten customers accounting for approximately 93% of total revenue in 2024 and 88% in 2023 [83]. Business Operations - Cycurion's growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers [29]. - Managed security services include 24/7 monitoring, threat detection, incident response, and remediation [38]. - The company provides consulting and advisory services to enhance customers' cybersecurity programs [30]. - Cycurion's managed IT services optimize IT infrastructure, reduce costs, and improve operational efficiency [33]. - The company has numerous prime and subcontracts with key government agencies, enhancing its market position [29]. Strategic Acquisitions - Cycurion Sub executed a Term Sheet with SLG Innovation Inc. for acquisition, with plans to close the transaction in the current fiscal quarter [67]. - The SLG Management Agreement aims to enhance SLG's commercial viability and consolidate its financial statements with Cycurion [70]. - Axxum Technologies, acquired in November 2017, continues to provide cybersecurity services to federal government clients while expanding its commercial footprint [58]. - Cloudburst Security, acquired in April 2019, specializes in innovative cybersecurity services for various sectors, including healthcare and finance [61]. - Cycurion expects to close the transactions contemplated by the RCR Term Sheet in the first half of the current fiscal year, with a backlog of $16 million as of December 31, 2024, compared to $15 million in 2023 [86]. Technology and Innovation - The Cycurion ARx platform offers comprehensive cybersecurity solutions, including DDoS protection and endpoint protection [55]. - Cycurion's Cycurion Security Platform integrates technology assets acquired from Sabres, enhancing service offerings and expanding commercial business [80]. - The company plans to invest in new technology platforms and explore acquisition opportunities to enhance platform functionality and expand market reach [85]. - Cycurion's proprietary AI algorithm is expected to move into production in Q3 2024, enhancing the security capabilities of its Multi-Dimensional Protection platform [78]. - The company has integrated its acquired technology into its Managed Security Services Practice, providing real-time reporting and incident response [80]. Compliance and Market Status - Cycurion received a notification from Nasdaq regarding a deficiency in the closing bid price of its common stock, which has been below $1.00 for 30 consecutive business days, with a compliance deadline of October 6, 2025 [108]. - The company was also notified of a deficiency in maintaining a Market Value of Listed Securities (MVLS) below the required $50,000,000 for 30 consecutive business days, with a compliance deadline of October 8, 2025 [109]. - Additionally, Cycurion was informed of a deficiency in the Market Value of Publicly Held Shares (MVPHS), which has been below the required $15,000,000 for 30 consecutive business days, also with a compliance deadline of October 8, 2025 [110]. - Failure to regain compliance within the specified 180-day periods for either MVLS or MVPHS could result in delisting from Nasdaq, although the company retains the right to appeal [109][110]. - The Nasdaq notifications currently have no effect on the listing status of Cycurion's common stock [108][109][110]. Company Structure and Workforce - The company has a total of 46 full-time employees, with no part-time employees or union representation [89]. - The company has over 150 years of combined experience on its management team and has served over 275,000 students in the higher education sector [54]. Risks and Challenges - Cycurion has incurred net losses and cannot assure that it will achieve or maintain profitable operations [22]. - The company requires substantial additional funding in the future, which may not be available on acceptable terms [22]. - Cycurion's ability to grow and compete will be adversely affected if adequate capital is not available [22]. - The company has a limited operating history, raising substantial doubt regarding its ability to continue as a going concern [22]. - Cycurion's common stock price may be volatile, potentially leading to significant investment losses [22].

Financial Performance - Gross profit for 2024 reached $3,634,743, representing a margin of 20.5%, compared to $2,643,060 and a margin of 13.7% in 2023 [56]. - Operating income increased to $2,416,113 in 2024, with a margin of 13.6%, up from $326,411 and a margin of 1.7% in 2023 [56]. - Net income for 2024 was $1,229,601, a significant improvement from a net loss of $2,097,013 in 2023, reflecting a margin of 6.9% [56]. - The number of customers grew to 41 in 2024, up from 38 in 2023 [56]. - The company has over 41 customers, with the top ten customers accounting for approximately 93% of total revenue in 2024 and 88% in 2023 [83]. Business Operations and Services - Managed security services include 24/7 monitoring, threat detection, incident response, and remediation [38]. - The company provides consulting and advisory services to enhance customers' cybersecurity programs [30]. - Cycurion's managed IT services optimize IT infrastructure, reduce costs, and improve operational efficiency [33]. - Cycurion's growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers [29]. - The Cycurion ARx platform offers comprehensive cybersecurity solutions, including DDoS protection and endpoint protection, enhancing overall security posture [55]. - The company has a strong focus on healthcare IT services, addressing HIPAA/HITECH compliance and improving service delivery through technology solutions [52]. - Cycurion has integrated technology assets from Sabres into its Managed Security Services Practice, enhancing service offerings and commercial business expansion [80]. Acquisitions and Strategic Partnerships - Cycurion plans to acquire SLG Innovation Inc., with the acquisition agreement expected to close in the current fiscal quarter [67]. - The SLG Management Agreement aims to ensure SLG's commercial viability and will result in SLG's financial statements being consolidated with Cycurion's [70]. - Axxum Technologies, acquired in 2017, continues to provide cybersecurity services to federal government clients while expanding its commercial footprint [58]. - Cloudburst Security, acquired in 2019, specializes in innovative cybersecurity services for various sectors, enhancing the company's service offerings [61]. - An expanded partnership with a major health association will bring Cycurion's Managed Security Services Provider (MSSP) to several thousand member organizations across the country [104]. Financial Challenges and Compliance - Cycurion has incurred net losses and cannot assure that it will achieve or maintain profitable operations [22]. - The company requires substantial additional funding in the future, which may not be available on acceptable terms [22]. - Cycurion's ability to grow and compete will be adversely affected if adequate capital is not available [22]. - The company has a limited operating history, raising substantial doubt regarding its ability to continue as a going concern [22]. - Cycurion issued multiple promissory notes totaling $300,000 in January 2025 to unaffiliated investors [95][96][97]. - Cycurion received a notification from Nasdaq regarding a deficiency in the closing bid price of its common stock, which has been below $1.00 for 30 consecutive business days, with a compliance deadline of October 6, 2025 [108]. - The company was also notified of a deficiency in maintaining a Market Value of Listed Securities (MVLS) below the required $50,000,000 for 30 consecutive business days, with a compliance deadline of October 8, 2025 [109]. - Additionally, Cycurion was informed of a deficiency in the Market Value of Publicly Held Shares (MVPHS), which has been below the required $15,000,000 for 30 consecutive business days, also with a compliance deadline of October 8, 2025 [110]. - Failure to regain compliance within the specified 180-day periods for either MVLS or MVPHS could result in delisting from Nasdaq, although the company retains the right to appeal such decisions [109][110]. - The Nasdaq notifications currently have no effect on the listing status of Cycurion's common stock [108][109][110]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [311]. Future Outlook and Growth Strategy - Cycurion expects to close the RCR Term Sheet transactions in the first half of the current fiscal year, with a backlog of $16 million as of December 31, 2024, compared to $15 million in 2023 [86]. - Cycurion's Multi-Dimensional Protection (MDP) platform is expected to move into production in Q3 2024, enhancing cybersecurity capabilities through a cloud-based AI algorithm [78]. - The company plans to continue expanding its market presence by pursuing new customers and investing in new technology platforms, including cybersecurity and disaster recovery solutions [85]. - Cycurion's common stock began trading on The Nasdaq Global Market under the symbol "CYCU" following the completion of a business combination on February 14, 2025 [101].

Exhibit 99.3 FIRST QUARTER 2025 FINANCIAL SUPPLEMENT ALLY FINANCIAL INC. FORWARD-LOOKING STATEMENTS AND ADDITIONAL INFORMATION This document and related communications should be read in conjunction with the financial statements, notes, and other information contained in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. This information is preliminary and based on company and third-party data available at the time of the presentation or related communication. T ...

F.N.B. Corporation Reports First Quarter Earnings Record CET1 Ratio of 10.7% with Strong Tangible Book Value per Share (non-GAAP) Growth of 12.3% and Net Interest Income Growth of 1.5% PITTSBURGH, PA – April 16, 2025 – F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2025 with net income available to common shareholders of $116.5 million, or $0.32 per diluted common share. Comparatively, first quarter of 2024 net income available to common shareholders totaled $116.3 million, or $0. ...