Earnings release
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NEWS RELEASE QumulusAI Reports Second Quarter 2026 Results 2026-08-25 Revenue more than doubles year over year to $6.7 million as contracted GPU capacity continues to come online; cumulative signed customer contract value reaches $282.5 million ATLANTA--(BUSINESS WIRE)-- QumulusAI (Nasdaq: QMLS), a neocloud infrastructure provider purpose- built for the AI computing era, today reported nancial results for the second quarter ended June 30, 2026. This is the company’s rst quarterly report since it began trading on the Nasdaq Global Market on July 16, 2026. "This was the quarter our model started proving itself," said Michael Maniscalco, CEO of QumulusAI. "AI Compute we had already sold came online and started generating revenue. We signed 21 new direct contracts in the quarter, and last week we contracted up to 3.75 MW in metropolitan Atlanta, our home market, with potential to expand at the same site. Demand is not our constraint. Deploying against it faster than competitors is our goal." "Revenue more than doubled year over year and gross margin expanded to 67%, as GPU activations grew revenue faster than colocation costs," said Scott Krosnowski, CFO of QumulusAI. "Our most recent Blackwell contracts are generating between $18 million and $20 million of annualized revenue per megawatt, compared with just over $16 million across the installed base. Customers are also committing and paying ahead of delivery — deferred revenue rose $30.5 million in the rst half, contributing to $22.3 million of operating cash ow." Second Quarter 2026 Financial Highlights All comparisons, unless otherwise noted, are to the three months ended June 30, 2025. Revenue of $6.7 million, an increase of $3.6 million, or 118%, from $3.1 million. Compute power revenue grew to $5.6 million, or approximately 84% of total revenue, from $1.3 million, or approximately 43% of total revenue. Gross pro t of $4.5 million, an increase of $2.8 million, or 163%, from $1.7 million. Gross margin expanded to 67% from 55%. Operating loss of $7.7 million, compared to $2.2 million. The increase re ects a $5.8 million rise in depreciation and amortization tied to expanded HPC (High-Performance Computing) 1
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infrastructure, as well as higher general and administrative costs associated with public company readiness and headcount growth. Net loss of $22.8 million, compared to net income of $12.1 million. The current period includes a $19.2 million non-cash loss on the issuance of convertible notes; the prior-year period included a $14.5 million non-cash gain on remeasurement of the Company's investment in The Cloud Minders. Adjusted EBITDA loss of $0.8 million, compared to a loss of $0.3 million, as revenue growth was o set by increased operating costs associated with public company readiness and personnel. Summary of Financial Results ($ in thousands, except per share)Q2 2026Q1 2026Q2 2025H1 2026H1 2025 Revenue $6,713 $3,420 $3,085 $10,133 $4,957 Cost of revenue 2,242 2,136 1,386 4,378 2,601 Gross pro t 4,470 1,284 1,699 5,755 2,355 Gross margin 66.6% 37.5% 55.1% 56.8% 47.5% Operating loss (7,671) (5,527) (2,182) (13,197) (3,111) Net income (loss) (22,776) (49,617) 12,119 (72,393) 10,296 Adjusted EBITDA (non-GAAP) (1) (782) (2,790) (266) (3,572) (431) Figures are rounded to the nearest thousand; totals may not sum due to rounding. (1) Adjusted EBITDA is a non-GAAP nancial measure. See the reconciliation of net income (loss) toAdjusted EBITDA included at the end of this release. Second Quarter Operational Highlights Customer and Demand Signed 21 new direct customer AI compute contracts during the quarter with aggregate expected take-or-pay contract value of $169.7 million. Direct customer relationships grew to more than 96% of the recurring revenue base at quarter end, from less than 10% a year earlier, as the Company completed its transition away from dependence on a single marketplace. AI Compute revenue reached 84% of total revenue, up from 61% in the rst quarter of 2026 and 43% in the second quarter of 2025. Infrastructure and Capacity Grew the deployed GPU eet from 952 to 3,088, an increase of approximately 224%. Ended the quarter with 8 MW of HPC capacity under executed lease and colocation agreements. Recent Corporate Developments Trading on the Nasdaq Global Market began under the ticker symbol "QMLS" on July 16, 2026. Became an NVIDIA Cloud Partner on July 17, 2026. Signed more than $120 million in new customer agreements, including a three-year agreement valued at more than $71 million. Signed a GPU-as-a-Service agreement with DRW, a diversi ed trading rm innovating across both traditional and cutting-edge markets. Purchased 1,632 NVIDIA Blackwell B300 GPUs to meet accelerating customer demand. Entered a colocation agreement in metropolitan Atlanta for up to 3.75 MW, with a right of rst o er on up to 7 MW of expansion capacity at the same site. 2
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Webcast and Conference Call QumulusAI will host a conference call and webcast today at 5:00 p.m. Eastern Time to discuss second quarter 2026 results. The live webcast, together with this release and supplemental materials, is available at investors.qumulusai.com. A replay will be available on the same site following the call. Non-GAAP Financial Measures To supplement its condensed consolidated nancial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), the company presents Adjusted EBITDA, a non-GAAP nancial measure. QumulusAI’s reasons for use of this measure and reconciliation of this non-GAAP nancial measure to the most directly comparable GAAP measure and other information are included at the end of this release. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for net income (loss) or any other measure prepared in accordance with GAAP. About QumulusAI QumulusAI is a distributed AI cloud platform that delivers accelerated access to high-performance GPU compute. Through an inference- rst, demand-led deployment model across a network of data center sites, QumulusAI brings compute closer to customer demand, helping AI teams and enterprises scale production AI workloads with speed, exibility and control. By combining rapid deployment with exible private cloud infrastructure, QumulusAI gives customers a faster, more adaptable path beyond the capacity constraints of traditional centralized and hyperscale cloud models. Learn more at QumulusAI.com. Follow us on LinkedIn and X @QumulusAI. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the company’s continued ability to bring contracted GPU capacity online; the amount and timing of revenue the company expects to recognize from its remaining performance obligations and its signed customer contracts; the company’s ability to deploy against demand faster than competitors; the company’s annualized revenue per-megawatt and realization thereof; the receipt of customer payments ahead of delivery as committed; the company’s plans to expand energized capacity, including under the right of rst o er at its metropolitan Atlanta site; and the company’s expected nance lease payments. Words such as “anticipate,” “believe,” “estimate,” “expect,” “guidance,” “intend,” “can,” “may,” “on track,” “plan,” “project,” “target,” “will” and similar expressions are intended to identify forward-looking statements. These statements are based on management's current expectations and assumptions as of the date of this release and are subject to risks and uncertainties that could cause actual results to di er materially, including, among others, the company's dependence on a limited number of large customers; the availability and cost of power, network connectivity and specialized hardware such as graphics processing units; the company's substantial capital requirements and access to nancing; competition and rapid technological change in the high-performance computing and AI markets; the company's limited operating history and history of net losses; and those described in the “Risk Factors” section of the company's registration statement on Form S-1, as amended (File No. 333-292514), led with the U.S. Securities and Exchange Commission (SEC), and the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated in the company's subsequent lings with the SEC. QumulusAI 3
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undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue Revenue fromcryptocurrency mining $ 410,081 $ 148,038 $ 779,060 $ 295,839 Revenue from mininghosting services 693,778 1,625,701 1,642,205 3,349,152 Revenue from computepower 5,608,946 1,311,700 7,711,458 1,311,700 Total revenue 6,712,805 3,085,439 10,132,723 4,956,691 Costs and expenses Cost of revenue 2,242,402 1,386,374 4,378,199 2,601,468 General and administrativeexpenses 4,342,620 2,454,605 8,250,275 3,263,676 Sales and marketing expenses 916,220 366,093 1,152,572 664,293 Depreciation and amortizationexpense 6,882,154 1,059,900 9,548,999 1,537,948 Total costs and expenses 14,383,396 5,266,972 23,330,045 8,067,385 Operating loss (7,670,591) (2,181,533) (13,197,322) (3,110,694) Other income (expenses) Income from equity methodinvestments — 629,816 21,994 864,320 Gain on sale of equity methodinvestments — — 12,569,661 — Gain on remeasurement ofinvestment in TCM — 14,549,536 — 14,549,536 Change in fair value of warrantliability — — (1,585,838) (692,103)Change in fair value of digitalassets — 85,756 — 37,984 Change in fair value of convertiblenote 2,380,000 — 2,380,000 — Change in fair value of additionalconvertible notes option 3,850,850 — 3,850,850 — Gain on sale of property andequipment 1,034 — 36,298 — Loss on issuance of convertiblenote (19,241,000) — (73,881,850) — Loss on extinguishment of debt — (71,094) — (153,834)Other income (expense), net (113,905) (7,527) (187,750) 26,954 Interest expense, net (2,045,748) (601,260) (2,584,024) (940,946) Total other income (expenses),net (15,168,769) 14,585,227 (59,380,659) 13,691,911 Income (loss) before income taxexpense (22,839,360) 12,403,694 (72,577,981) 10,581,217 4
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Income tax expense (bene t) (63,154) 285,120 (185,064) 285,120 Net income (loss) $(22,776,206) $12,118,574 $(72,392,917) $10,296,097 Net income (loss) in non-controlling interests 100,128 $ — (150,711) $ — Net income (loss) attributable tocommon shareholders $(22,876,334) $12,118,574 $(72,242,206) $10,296,097 Net income (loss) per share, basic $ (0.72) $ 0.71 $ (2.28) $ 0.66 Net income (loss) per share,diluted $ (0.72) $ 0.46 $ (2.28) $ 0.43 Weighted-average common stockoutstanding, basic 31,740,634 16,983,356 31,680,098 15,500,358 Weighted-average common stockoutstanding, diluted 31,740,634 26,486,792 31,680,098 24,239,377 Condensed Consolidated Balance Sheets June 30, 2026 December 31, 2025 (unaudited) ASSETS Current assets: Cash $19,967,188 $11,712,493 Restricted cash 19,925,104 — Accounts receivable, net of allowance for credit losses of$365,133 and $2,263 as of June 30, 2026 and December 31,2025, respectively 11,058,423 57,889 Prepaid expenses and other current assets 2,253,755 1,134,851 Total current assets 53,204,470 12,905,233 Property and equipment, net 44,006,002 12,502,886 Operating right-of-use assets, net 1,374,332 1,438,970 Finance right-of-use assets, net 47,919,004 6,996,077 Equity method investments — 4,227,130 Investment in equity securities 1,000,000 — Deposits on power equipment 26,022,880 13,622,641 Goodwill 31,416,827 31,416,827 Intangible assets, net 7,227,864 7,268,513 Other assets 2,830,837 1,356,216 Total assets $215,002,216 $91,734,493 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 7,546,971 $ 1,248,175 Dividend payable 359,188 359,188 Accrued expenses and other current liabilities 4,676,188 2,833,337 Deferred revenue 30,460,939 — Current portion of notes payable 1,158,583 1,684,554 Current portion of notes payable - related party 2,000,000 3,848,915 Current portion of USD.AI protocol loans 6,892,685 — O ti l libiliti t ti 106795 97463 5
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Operating lease liabilities - current portion 106,795 97,463 Finance lease liabilities - current portion 13,067,517 1,645,069 Deferred tax liability 238,317 423,381 Total current liabilities 66,507,183 12,140,082 Long-term notes payable, net of current portion 5,917,155 6,241,948 Operating lease liabilities 1,459,005 1,497,549 Finance lease liabilities 32,708,652 5,179,828 Warrant liability 2,968,793 1,382,955 Additional convertible notes option liability 38,721,000 — USD.AI protocol loans, net of current portion 12,020,692 — Convertible note payable 55,481,000 — Total long-term liabilities 149,276,297 14,302,280 Total liabilities 215,783,480 26,442,362 Commitments and contingencies (Note 24) Shareholders' Equity (De cit) Common stock - no par value; 500,000,000 sharesauthorized, 31,727,001 and 31,367,559 shares issued andoutstanding as of June 30, 2026 and December 31, 2025,respectively 99,393,515 93,400,180 Additional paid-in capital 6,827,270 6,318,290 Accumulated de cit (109,788,460) (37,546,254) Total shareholders' equity (de cit) attributable toQumulusAI shareholders (3,567,675) 62,172,216 Non-controlling interests 2,786,411 3,119,915 Total shareholders' equity (de cit) (781,264) 65,292,131 Total liabilities and shareholders' equity (de cit) $215,002,216 $91,734,493 Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(72,392,917) $10,296,097 Adjustments to reconcile net income (loss) to net cash used inoperating activities: Depreciation and amortization expense 4,967,754 1,537,948 Amortization of loan origination costs 33,883 17,187 Amortization of discount on convertible note — 135,334 Bad debt expense 302,244 — Amortization of premium on loan receivable — (16,281)Non-cash interest expense — 6,418 Recovery of credit losses — (36,921)Amortization of right-of-use assets 4,645,883 462,598 Interest expense under nance lease obligations 1,756,748 133,297 Income from equity method investments (21,994) (864,320)Gain on sale of equity method investments (12,569,661) — Gain on remeasurement of investment in TCM — (14,549,536)Change in fair value of warrant liability 1,585,838 692,103 Change in fair value of digital assets — (37,984)Change in fair value of convertible note (2,380,000) — Change in fair value of additional convertible notes option (3,850,850) — Ch i df dt (185064) 285120 6
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Change in deferred taxes (185,064) 285,120 Stock-based compensation 241,809 250,552 Issuance of warrants for services 74,659 — Issuance of warrants as consideration payable to customer 192,512 — Gain on sale of property and equipment (36,298) — Loss on issuance of convertible note 73,881,850 — Loss on extinguishment of debt — 153,834 Changes in operating assets and liabilities: Accounts receivable (11,302,778) 37,057 Due from related party — (1,590)Prepaid expenses and other current assets (1,163,945) (102,410)Proceeds from sale of digital assets 102,068 1,438,271 Deposits — 69,672 Mining of digital assets (102,068) (1,290,847)Accounts payable 6,298,796 1,158,630 Accrued expenses 1,842,851 11,192 Deferred revenue 30,460,939 — Operating lease liabilities (29,212) (30,219)Intangible assets (47,833) (3,600) Due to related party — (547,484) Net cash provided by (used in) operating activities 22,305,214 (795,882) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (36,824,254) (1,014,539)Proceeds from sale of property and equipment 478,164 — Proceeds from collections of loans receivable — 285,654 Deposits on mining equipment — (313,088)Deposits on power equipment (14,146,100) — Data center set up costs (1,474,621) — Purchase of equity securities (1,000,000) — Proceeds from sale of U.S. dollar coin — 391,584 Cash acquired as part of business acquisition — 2,449,042 Proceeds from sale of equity method investments 16,559,622 — Distributions from equity method investments 259,163 1,904,000 Distributions to joint venture partners (182,793) — Net cash (used in) provided by investing activities (36,330,819) 3,702,653 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock, net of issuance costs 5,980,834 1,897,028 Repayments on nance lease obligations (6,518,746) (521,865)Proceeds from convertible note payable 28,800,000 — Proceeds from exercise of warrants 12,501 — Payment of debt issuance costs (2,249,000) — Proceeds from line of credit, net of issuance costs 20,268,245 — Repayments of line of credit (1,386,697) (299,077)Repayments of notes payable (851,845) (293,104)Repayments of notes payable - related party (1,849,888) (453,388) Repayments of convertible note payable - related party — (3,226,548) Net cash provided by (used in) nancing activities 42,205,404 (2,896,954) NET CHANGE IN CASH AND RESTRICTED CASH 28,179,799 9,817 CASH AND RESTRICTED CASH, beginning of period 11,712,493 3,970,466 CASH AND RESTRICTED CASH, end of period $39,892,292 $3,980,283 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for income taxes $ — $ — Ch idf it t $2229681$ 301593 7
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Cash paid for interest $2,229,681 $ 301,593 Non-cash nancing and investing activities Non-cash contribution to equity method investment $ — $ 115,210 Issuance of Common Stock and Series D Preferred Stock forthe acquisition of TCM $ — $20,250,013 Exchange of TCM stock options resulting in issuance ofstock options in acquisition $ — $1,883,955 Issuance of preferred stock upon partial conversion ofconvertible note $ — $ 164,427 Acquisition of right-of-use asset in exchange for leaseobligations $45,504,172 $5,820,225 Lease liabilities arising from obtaining right-of-use assets $43,713,270 $6,078,929 Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited) The accompanying press release refers to Adjusted EBITDA, a non-GAAP nancial measure not calculated or presented in accordance with GAAP. This non-GAAP nancial measure is supplemental information and in addition to the nancial measures presented in the accompanying release that are calculated and presented in accordance with GAAP. EBITDA is de ned as net income (loss) before interest expense, net; income tax expense (bene t); and depreciation and amortization. Adjusted EBITDA is de ned as EBITDA further adjusted to exclude stock-based compensation expense and gains and losses arising from the issuance, remeasurement, extinguishment or disposition of nancial instruments, investments and other assets. Management uses Adjusted EBITDA to evaluate operating performance, establish budgets and forecasts and make operational decisions. The company believes the measure is useful to investors because it excludes items that management does not consider indicative of the underlying operating performance of the business, and because it facilitates comparison of results across periods. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for net income (loss) or any other measure prepared in accordance with GAAP. Among other limitations, Adjusted EBITDA excludes depreciation and amortization of assets that are central to the company’s ability to generate revenue, and excludes interest expense and amortization associated with the company’s nance lease obligations, under which the company expects to make payments of approximately $9.3 million during the remainder of 2026 and approximately $20.0 million during 2027. Adjusted EBITDA as de ned by the company may not be comparable to similarly titled measures reported by other companies. Reconciliation of Net Income (Loss) to Adjusted EBITDA For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenue $6,712,805 $3,085,439 $10,132,723 $4,956,691 Net income (loss) (22,776,206) 12,118,574 (72,392,917) 10,296,097 Depreciation andamortization (inclusive ofROUtiti) 6882154 1059900 9548999 1537948 8
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ROU amortization) 6,882,154 1,059,900 9,548,999 1,537,948 Interest expense, net 2,045,748 601,260 2,584,024 940,946 Income tax expense(bene t) (63,154) 285,120 (185,064) 285,120 Stock based compensation 119,939 233,208 241,809 250,552 Change in fair value ofwarrant liability — — 1,585,838 692,103 Change in fair value ofdigital assets — (85,756) — (37,984)Change in fair value ofconvertible note (2,380,000) — (2,380,000) — Change in fair value ofadditional convertible notesoption (3,850,850) — (3,850,850) — Gain on sale of equitymethod investments — — (12,569,661) — Gain on disposal ofproperty and equipment (1,034) — (36,298) — Loss on issuance ofconvertible note 19,241,000 — 73,881,850 — Loss on extinguishment ofdebt — 71,094 — 153,834 Gain on remeasurement ofinvestment in TCM — (14,549,536) — (14,549,536) Adjusted EBITDA$ (782,403) $ (266,136) $(3,572,270) $ (430,920) View source version on businesswire.com: https://www.businesswire.com/news/home/20260825422338/en/ Investor Contact investors@qumulusai.com Media Contact media@qumulusai.com Source: QumulusAI 9