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Orion Group Holdings Reports Third Quarter 2025 Results and Increases Fiscal Year 2025 Guidance

HOUSTON, Oct. 28, 2025 (GLOBE NEWSWIRE) — Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”, “Orion”), a leading specialty construction company, today reported its financial results for the third quarter ended September 30, 2025.

Highlights for the quarter ended September 30, 2025:
($ in millions, except EPS)

  • Strong operational execution and continued advancement of strategic priorities
  • Revenue of $225.1 million, GAAP Net Income of $3.3 million, Adjusted EBITDA of $13.1 million and Adjusted EPS of $0.09 were in line with management’s expectations
  • Robust cash flow from operations of $23 million and free cash flow of $14 million attributable to effective working capital management
  • Booked awards and change orders of $160 million in the quarter
  • Closed on sale of East and West Jones property subsequent to quarter end
  • Expanded bonding capacity by $400 million
  • Management increases full year 2025 guidance

Management Commentary

“We delivered another strong third quarter marked by top- and bottom-line results, robust cash generation, good bookings, and market-leading safety. We have also continued to advance strategic priorities, including expanding our bonding capacity by $400 million, continuing to strengthen our board with the appointment of Robert Ledford, and closing the sale of the East and West Jones property in October. With a strong balance sheet, disciplined capital deployment strategy, and focus on long-term strategic execution, our team is laying the foundation for Orion’s next phase of growth,” said Travis Boone, President and Chief Executive Officer of Orion Group Holdings.

“As we enter the fourth quarter, Orion is well positioned opposite multiple growing tailwinds that span robust AI investment, strong domestic focus on reshoring manufacturing, commercial investment in marine infrastructure, and defense expansion across the Pacific. Our talented team is poised to build on our momentum and capture the exciting opportunities on our doorstep.”

“Following another strong quarter of performance and with a favorable outlook, we are pleased to raise our annual guidance for revenue, adjusted EBITDA, and adjusted EPS for fiscal year 2025.”

Fiscal Year 2025 Guidance
For the full year 2025, Orion is pleased to update its annual financial guidance as follows:

  • Increase revenue guidance to a range of $825 million to $860 million (compared to prior guidance of $800 million to $850 million);
  • Increase adjusted EBITDA guidance to a range of $44 million to $46 million (compared to prior guidance of $42 million to $46 million);
  • Increase adjusted EPS guidance to a range of $0.18 to $0.22 (compared to prior guidance of $0.11 to $0.17); and
  • Reaffirm capital expenditures guidance in the range of $25 million to $35 million.

Third Quarter 2025 Results

 Three months ended
 September 30,
 September 30,
 2025
 2024
Revenue$225.1  $226.7 
GAAP Net Income$3.3  $4.3 
GAAP EPS$0.08  $0.12 
Adjusted EBITDA$13.1  $15.2 
Adjusted EPS$0.09  $0.16 
        

See definitions and reconciliation of non-GAAP measures elsewhere in this release.

Contract revenues were $225.1 million in the third quarter of 2025 compared with $226.7 million in the third quarter last year and up 10% sequentially from $205.3 million in the second quarter of 2025, driven by increased volume in our Marine and Concrete segments.

Gross profit was $29.8 million, up 10% from $27.1 million in the third quarter of 2024 and up 16% from $25.8 million in the second quarter of 2025. The increases in gross profit were driven by strong project execution primarily in our Marine business.

Selling, general and administrative (“SG&A”) expenses were $25.1 million for the quarter, up from $20.8 million in the third quarter of 2024 primarily due to increased investment to support business growth.

GAAP net income for the third quarter was $3.3 million, or $0.08 per diluted share, compared to net income of $4.3 million, or $0.12 per diluted share, in the third quarter of 2024.

Adjusted EBITDA for the third quarter was $13.1 million, compared to $15.2 million in the third quarter of 2024 and up 19% from $11.0 million in the second quarter of 2025. The year-over-year decrease is primarily attributable to favorable project close outs in 2024 that did not reoccur in 2025. The sequential increase was driven by revenue growth and strong execution.

Backlog

 September 30, 
 September 30,
 2025
 2024
Marine$477  $537 
Concrete 202   154 
Total$679  $691 
        

Third quarter 2025 backlog included over $160 million in new awards and were evenly balanced between Orion’s Marine and Concrete segments. Recent Marine awards included maintenance dredging for the U.S. Army Corp of Engineers, repair work on a marine transportation facility, and installation of a crane trestle for a major transportation project. Recent Concrete awards included multiple data centers, a cold storage facility and several manufacturing and healthcare projects.

Balance Sheet Update

As of September 30, 2025, current assets were $269.7 million, including unrestricted cash and cash equivalents of $4.9 million. Total debt outstanding as of September 30, 2025 was $23.6 million and the Company had no borrowings under its revolving credit facility.

Recent Developments

In September 2025, the Company announced the appointment of Robert Ledford to its Board of Directors, effective November 19, 2025. Mr. Ledford’s decades of experience leading complex global businesses in the construction industry and driving strategic growth through mergers and acquisitions will provide valuable insight for our Board and executive team as Orion executes its growth strategy.

In October 2025, the Company increased its aggregate bonding capacity by $400 million, which enables the Company to bid on and capture larger projects to accelerate Orion’s long-term growth.

In October 2025, the Company closed on the sale of its East and West Jones property for an aggregate purchase price of $23.5 million. Proceeds are expected to be used to reduce debt and for general corporate purposes. In connection with the sale of the property, the Company entered into an Exclusive Dredge Spoils Agreement with the purchaser. Under the Agreement, the Company has the right to deliver dredge spoils to the property for ten years, which is expected to decrease the Company’s disposal costs.

Conference Call Details
Orion will host a conference call to discuss the third quarter 2025 financial results at 9:00 a.m. Eastern Time/8:00 a.m. Central Time on Wednesday, October 29, 2025. To participate, please call (844) 481-2994 and ask for the Orion Group Holdings Conference Call. A live audio webcast of the call will also be available on the Investor Relations section of Orion’s website at https://www.oriongroupholdingsinc.com/investor/ and will be archived for replay.

About Orion Group Holdings
Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Hawaii, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design and specialty services. Its concrete segment provides turnkey concrete construction services including place and finish, site prep, layout, forming, and rebar placement for large commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas. The Company’s website is located at: https://www.oriongroupholdingsinc.com.

Backlog Definition
Backlog consists of projects under contract that have either (a) not been started, or (b) are in progress but are not yet complete. The Company cannot guarantee that the revenue implied by its backlog will be realized, or, if realized, will result in earnings or profitability. Backlog can fluctuate from period to period due to the timing and execution of contracts. The typical duration of the Company’s projects ranges from three to nine months on shorter projects to multiple years on larger projects. The Company’s backlog at any point in time includes both revenue it expects to realize during the next twelve-month period as well as revenue it expects to realize in future years.

Non-GAAP Financial Measures
This press release includes the financial measures “adjusted net income/loss,” “adjusted earnings/loss per share,” “EBITDA,” “Adjusted EBITDA” and “Adjusted EBITDA margin.”  These measurements are “non-GAAP financial measures” under rules of the Securities and Exchange Commission, including Regulation G. The non-GAAP financial information may be determined or calculated differently by other companies that use similarly titled measures. By reporting such non-GAAP financial information, the Company does not intend to give such information greater prominence than comparable GAAP financial information. Investors are urged to consider these non-GAAP measures in addition to and not in substitute for measures prepared in accordance with GAAP.

Adjusted net income/loss and adjusted earnings/loss per share should not be viewed as an equivalent financial measure to net income/loss or earnings/loss per share. Adjusted net income/loss and adjusted earnings/loss per share exclude certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. The Company believes these adjusted financial measures are a useful supplement to earnings/loss calculated in accordance with GAAP.

Orion Group Holdings defines EBITDA as net income/loss before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for certain items that management believes are one-time items or items whose timing or amount cannot be reasonably estimated. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for the period by contract revenues for the period. The GAAP financial measure that is most directly comparable to EBITDA and Adjusted EBITDA is net income, while the GAAP financial measure that is most directly comparable to Adjusted EBITDA margin is operating margin, which represents operating income divided by contract revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are used internally to evaluate current operating expense, operating efficiency, and operating profitability on a variable cost basis, by excluding the depreciation and amortization expenses, primarily related to capital expenditures and acquisitions, and net interest and tax expenses. Additionally, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information regarding the Company’s ability to meet future debt service and working capital requirements while providing an overall evaluation of the Company’s financial condition. In addition, EBITDA is used internally for incentive compensation purposes. The Company includes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to provide transparency to investors as they are commonly used by investors and others in assessing performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have certain limitations as analytical tools and should not be used as a substitute for operating margin, net income, cash flows, or other data prepared in accordance with GAAP, or as a measure of the Company’s profitability or liquidity.

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘could’, ‘should’, ‘seeks’, ‘approximately’, ‘intends’, ‘plans’, ‘estimates’, or ‘anticipates’, or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding our pipeline of opportunities, financial guidance and future operations or results, including those set forth in this press release, and any other statement, express or implied, concerning financial guidance or future operating results or the future generation of or ability to generate revenues, income, net income, gross profit, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, or cash flow, including to service debt or maintain compliance with debt covenants, and including any estimates, guidance, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward-looking statements also include project award announcements, estimated project start dates, ramp-up of contract activity and contract options, which may or may not be awarded in the future. Forward-looking statements involve risks, including those associated with the Company’s fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints, and any potential contract options which may or may not be awarded in the future, and are at the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. Considering these and other uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that the Company’s plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

Please refer to the Company’s 2024 Annual Report on Form 10-K, filed on March 5, 2025 which is available on its website at www.oriongroupholdingsinc.com or at the SEC’s website at www.sec.gov, and filings and press releases subsequent to such Annual Report on Form 10-K for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Contact:
Margaret Boyce
713-852-6500
mboyce@orn.net

Source: Orion Group Holdings, Inc.

            
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Information)
(Unaudited)
            
 Three months ended Nine months ended
 September 30, September 30,
 2025 2024 2025 2024
Contract revenues$225,097  $226,675  $619,037  $579,514 
Costs of contract revenues 195,345   199,611   540,473   518,631 
Gross profit 29,752   27,064   78,564   60,883 
Selling, general and administrative expenses 25,059   20,846   70,378   60,980 
Amortization of intangible assets           
Gain on disposal of assets, net (628)  (1,563)  (1,400)  (1,986)
Operating income 5,321   7,781   9,586   1,889 
Other (expense) income:           
Interest expense (2,120)  (3,617)  (7,373)  (10,336)
Other income 417   180   761   396 
Other expense, net (1,703)  (3,437)  (6,612)  (9,940)
Income (loss) before income taxes 3,618   4,344   2,974   (8,051)
Income tax expense 317   82   246   347 
Net income (loss)$3,301  $4,262  $2,728  $(8,398)
            
Basic income (loss) per share$0.08  $0.12  $0.07  $(0.25)
Diluted income (loss) per share$0.08  $0.12  $0.07  $(0.25)
Shares used to compute income (loss) per share:           
Basic 39,776,096   34,494,302   39,535,151   33,390,722 
Diluted 39,787,227   34,518,680   39,544,405   33,390,722 
                

Orion Group Holdings, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income (Loss)
(In thousands except per share information)
(Unaudited)
            
 Three months ended Nine Months Ended
 September 30, September 30,
 2025 2024 2025 2024
Net income (loss)$3,301  $4,262  $2,728  $(8,398)
Adjusting items and the tax effects:           
Share-based compensation 1,376   1,016   4,018   2,930 
ERP implementation 301   342   1,131   1,641 
Severance 31   4   608   85 
Process improvement initiatives    393   138   393 
Tax rate of 23% applied to adjusting items (1) (393)  (1,309)  (1,356)  (1,879)
Total adjusting items and the tax effects 1,315   446   4,539   3,170 
Federal and state tax valuation allowances (1,157)  934   (867)  3,344 
Adjusted net income (loss)$3,459  $5,642  $6,400  $(1,884)
Adjusted EPS$0.09  $0.16  $0.16  $(0.06)

________________________
(1)   Items are taxed discretely using the Company’s blended tax rate.

               
Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations
(In Thousands, Except Margin Data)
(Unaudited)
               
 Three months ended Nine Months Ended
 September 30, September 30,
 2025 2024 2025 2024
Net income (loss)$3,301  $4,262  $2,728  $(8,398)
Income tax expense 317   82   246   347 
Interest expense, net 1,914   3,544   6,881   10,239 
Depreciation and amortization 5,892   5,568   16,526   17,558 
EBITDA (1) 11,424   13,456   26,381   19,746 
Share-based compensation 1,376   1,016   4,018   2,930 
ERP implementation 301   342   1,131   1,641 
Severance 31   4   608   85 
Process improvement initiatives    393   138   393 
Adjusted EBITDA(2)$13,132  $15,211  $32,276  $24,795 
Adjusted EBITDA margin(2) 5.8%  6.7%  5.2%  4.3%

________________________
(1)   EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.
(2)   Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

              
Orion Group Holdings, Inc. and Subsidiaries
Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations by Segment
(In Thousands, Except Margin Data)
(Unaudited)
              
 Marine Concrete
 Three months ended Three months ended
 September 30, September 30,
 2025
 2024 2025 2024
Contract revenues$142,942  $140,013  $82,155  $86,662 
              
Operating income (loss)$10,985  $5,485  $(5,664) $2,296 
Other income 209   86   2   21 
Depreciation and amortization 5,081   4,552   811   1,016 
EBITDA (1) 16,275   10,123   (4,851)  3,333 
Share-based compensation 1,064   915   312   101 
ERP implementation 188   194   113   148 
Severance 31   4       
Process improvement initiatives    256      137 
Adjusted EBITDA(2)$17,558  $11,492  $(4,426) $3,719 
Adjusted EBITDA margin (2) 12.3%  8.2%  (5.4)%  4.3%
              
 Marine Concrete
 Nine months ended Nine months ended
 September 30, September 30,
 2025
 2024 2025 2024
Contract revenues$405,409  $377,291  $213,628  $202,223 
              
Operating income (loss) 21,993   (4,847)  (12,407)  6,736 
Other income 256   217   13   82 
Depreciation and amortization 13,985   14,405   2,541   3,153 
EBITDA (1) 36,234   9,775   (9,853)  9,971 
Share-based compensation 3,615   2,735   403   195 
ERP implementation 741   1,068   390   573 
Severance 591   85   17    
Process improvement initiatives 93   256   45   137 
Adjusted EBITDA(2)$41,274  $13,919  $(8,998) $10,876 
Adjusted EBITDA margin (2) 10.2%  3.7%  (4.2)%  5.4%

________________________
(1)   EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.
(2)   Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives. Adjusted EBITDA margin is a non-GAAP measure calculated by dividing Adjusted EBITDA by contract revenues.

      
Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
      
 Nine months ended September 30,
 2025 2024
Cash flows from operating activities     
Net Income (loss)$2,728  $(8,398)
Adjustments to reconcile net loss to net cash used in operating activities:     
Depreciation and amortization 10,036   11,961 
Amortization of ROU operating leases 6,727   7,491 
Amortization of ROU finance leases 6,490   5,597 
Amortization of deferred debt issuance costs 900   1,562 
Deferred income taxes 29   (36)
Share-based compensation 4,018   2,930 
Gain on disposal of assets, net (1,400)  (1,986)
Allowance for credit losses 2,449   355 
Change in operating assets and liabilities:     
Accounts receivable (73,808)  (40,276)
Income tax receivable (255)  (69)
Inventory 637   (567)
Prepaid expenses and other 3,958   4,940 
Contract assets 43,889   23,027 
Accounts payable 11,550   33,481 
Accrued liabilities 4,765   (14,333)
Operating lease liabilities (4,591)  (6,625)
Income tax payable (353)  (54)
Contract liabilities (3,509)  (19,687)
Net cash provided by (used in) operating activities 14,260   (687)
Cash flows from investing activities:     
Proceeds from sale of property and equipment 1,732   1,922 
Purchase of property and equipment (25,510)  (10,644)
Net cash used in investing activities (23,778)  (8,722)
Cash flows from financing activities:     
Borrowings on Credit Facility 138,138   39,279 
Payments on Credit Facility (138,451)  (39,671)
Proceeds from failed sales-leasebacks 1,600    
Payments on failed sale-leasebacks (7,463)  (3,172)
Loan costs from Credit Facility (323)  (393)
Payments of finance lease liabilities (7,847)  (6,456)
Proceeds from issuance of common stock under ESPP 730    
Payments related to tax withholding for share-based compensation (373)  (436)
Exercise of stock options 108   368 
Net cash used in financing activities (13,881)  (10,481)
Net change in cash, cash equivalents and restricted cash (23,399)  (19,890)
Cash, cash equivalents and restricted cash at beginning of period 28,316   30,938 
Cash, cash equivalents and restricted cash at end of period$4,917  $11,048 
        

Orion Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Information)
      
 September 30, December 31,
 2025 2024
 (Unaudited)   
      
Current assets:     
Cash and cash equivalents$4,917   28,316 
Accounts receivable:     
Trade, net of allowance for credit losses of $3,004 and $555, respectively 164,911   106,304 
Retainage 48,345   35,633 
Income taxes receivable 738   483 
Other current 3,116   3,127 
Inventory 2,115   1,974 
Contract assets 40,518   84,407 
Prepaid expenses and other 5,080   9,084 
Total current assets 269,740   269,328 
Property and equipment, net of accumulated depreciation 101,114   86,098 
Operating lease right-of-use assets, net of accumulated amortization 22,240   27,101 
Financing lease right-of-use assets, net of accumulated amortization 21,028   25,806 
Inventory, non-current 6,862   7,640 
Deferred income tax asset 17   17 
Other non-current 1,374   1,327 
Total assets$422,375  $417,317 
LIABILITIES AND STOCKHOLDERS’ EQUITY     
Current liabilities:     
Current debt, net of issuance costs$1,044  $426 
Accounts payable:     
Trade 107,671   97,139 
Retainage 1,984   1,310 
Accrued liabilities 28,522   26,294 
Income taxes payable 154   507 
Contract liabilities 43,862   47,371 
Current portion of operating lease liabilities 4,650   7,546 
Current portion of financing lease liabilities 9,953   10,580 
Total current liabilities 197,840   191,173 
Long-term debt, net of debt issuance costs 22,564   22,751 
Operating lease liabilities 20,929   20,837 
Financing lease liabilities 6,346   11,346 
Other long-term liabilities 16,748   20,503 
Deferred income tax liability 57   28 
Total liabilities 264,485   266,638 
Stockholders’ equity:     
Preferred stock — $0.01 par value, 10,000,000 authorized, none issued     
Common stock — $0.01 par value, 50,000,000 authorized, 40,601,098 and 39,681,597 issued; 39,889,867 and 38,970,366 outstanding at September 30, 2025 and December 31, 2024, respectively 406   397 
Treasury stock, 711,231 shares, at cost, as of September 30, 2025 and December 31, 2024, respectively (6,540)  (6,540)
Additional paid-in capital 224,987   220,513 
Retained loss (60,963)  (63,691)
Total stockholders’ equity 157,890   150,679 
Total liabilities and stockholders’ equity$422,375  $417,317 
        

Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EBITDA Reconciliation
(In Thousands)
(Unaudited)
        
 Year Ending
 December 31, 2025
 Low Estimate
 High Estimate
Net income$1,765  $4,603 
Income tax expense 1,500   2,000 
Interest expense, net 9,385   9,385 
Depreciation and amortization 23,646   22,308 
EBITDA (1) 36,296   38,296 
Share-based compensation 5,551   5,551 
ERP implementation 1,407   1,407 
Severance 608   608 
Process improvement initiatives 138   138 
Adjusted EBITDA (2)$44,000  $46,000 

________________________
(1)   EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

(2)   Adjusted EBITDA is a non-GAAP measure that represents EBITDA adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives.

      
Orion Group Holdings, Inc. and Subsidiaries
Guidance – Adjusted EPS Reconciliation
(In thousands except per share information)
(Unaudited)
      
 Year Ending
 December 31, 2025
 Low Estimate High Estimate
Net income$1,765  $4,603 
Adjusting items and the tax effects:     
Share-based compensation 5,551   5,551 
ERP implementation 1,407   1,407 
Severance 608   608 
Process improvement initiatives 138   138 
Tax rate of 23% applied to adjusting items (1) (1,772)  (1,772)
Total adjusting items and the tax effects 5,932   5,932 
Federal and state tax valuation allowances (471)  (1,631)
Adjusted net income (2)$7,226  $8,904 
Adjusted EPS (2)$0.18  $0.22 

________________________
(1)   Items are taxed discretely using the Company’s blended tax rate.

(2)   Adjusted net income and Adjusted EPS are non-GAAP measures that represent net income adjusted for share-based compensation, ERP implementation, severance and process improvement initiatives.

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The services offered by Goldalea Capital Ltd. may not be available to all persons or in all countries. It is the responsibility of the investor to ensure that they are authorized to use the services offered.

Please note: This disclaimer is for general information purposes only and does not replace individual legal or tax advice.