Verve Group SE (ETR:VRV)
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Earnings Call: Q4 2025

Feb 19, 2026

Ingo Middelmenne
Head of Investor Relations, Verve Group

Good morning to our guests in America, and also a warm welcome to all participants in Europe. My name is Ingo Middelmenne, Head of Investor Relations at Verve Group, and I'm pleased to welcome you to our Q4 2025 earnings call. As you can see, we're using our new conferencing platform again today. This system allows our private investors to join the session live in a listen-only mode. Our institutional investors and analysts will have the opportunity to ask questions live during the Q&A session. For doing so, you can always click the blue Live Q&A button, which will automatically put you in the queue for later. We have a pretty solid and successful Q4 behind us, with our KPIs and gross margin significantly improving. As usual, we have prepared a presentation for you to provide you with some additional insight to increase transparency for you.

After this presentation, we will, of course, take the time to answer your questions. Please be reminded that the entire call, including the Q&A session, will be recorded and will be made available publicly on our website following this call. If you already have a question in mind, feel free to queue up at any time during the call by clicking the Q&A button. And now I'm handing you over to our CEO, Remco Westermann, to guide you through the first part of today's call. Remco, the stage is yours.

Remco Westermann
CEO, Verve Group

Thank you, Ingo, and also from my side, happy welcome to investors, analysts, and other stakeholders to our presentation of the Q4 . I would start with our highlights of the quarter. If you look at what happened in this quarter, we just put it in six bullets here, and I think one is making me at least very happy, and that is that our platform is really done. The unified platform, we unified in-app, and we saw in Q2 and Q3, the, let's say, the negatives of that, which showed a lower revenue and also issues with our customers and higher costs. We are past that. So what we now see is a structurally improved platform with stability, scalability, and efficiency. That's a good basis for further growth.

Then, partly based on that, but also on further measures and AI, we were able to increase our gross margin substantially. So in Q4, we had a 44.6% gross margin versus 36.6% in Q3. A bit of it is seasonality, because Q4 is always the strongest, but a lot of it is also improvements that we were able to make in the company. Then number three, I'm very happy to see that our customers, which reported our customers were growing, customer base was growing. Our software clients grew with 6.8% quarter-on-quarter. Our large clients grew by 5.3%. Large clients being the ones doing over $100,000 of revenues per year. Yeah, investment of sales team is starting to pay off.

Then number four, our net debt increased to EUR 445.9 million, based on our accretive acquisitions of Captify and Acardo, and we also had an increase of net working capital, which Christian will cover later in the presentation. Our leverage slightly reduced quarter-on-quarter to 3.0, and our cash interest conversion ratio significantly improved to 4.3. Then point number five, we put a stronger focus on liquidity management in 2026, so points five and six are more referring to our 2026. We are targeting substantial reduction of our growth impact of net working capital and a significant improvement of the cash conversion overall. Then number six, the guidance 2026, which we already published with our preliminary numbers, has a robust safety margin in it.

We are investing in sales. We don't know exactly when the inflection point is. It takes nine to 15 months for a seller to really start making money instead of costing money. So in that sense, we put a certain safety margin in there, but I'll cover that later in the presentation. Bit of an overview about the company. Yeah, we have been able to build a leading mobile ad tech company in the last years. On the left side, you see the split of revenues over the different channels. So mobile, 95% of our revenues, and within that 95% is in-app. And then US, very important market for us. US is the largest advertising market in the world.

We have a good position there, and 76% of our revenues is U.S.-based, 12% Europe, 12% rest of the world. Having such a strong U.S. base, and I'll come to that later also, means that we are mostly based, our revenue is mostly based on dollars, while we report in euros. That's at the moment not great, because we have, of course, headwinds because of the dollar. On the right side, a bit of an overview of some main KPIs. So over 1,000 large software clients, clients doing more than $100,000 per year, over 65,000 app integrations, over 2.5 billion consumers that we reach. And the last number I especially want to emphasize, we did in the last 12 months, 1.1 trillion ad impressions, ad impressions that we delivered. So that's a huge amount.

Also keep in mind that we are matching advertiser and publisher, but to make sure that people don't see an empty advertising slot, we have to do this matching in less than 100 milliseconds. So we served all those ad impressions with a lot of technology behind it to really make it work. Coming to the next page, a bit of overview on the main financial KPIs, and Christian will cover them more in detail later. I would start with net revenue. We'll not go into detail now about the, let's say, revenue recognition. That's what we already covered earlier, but happy to see that we did a 10% like-for-like revenue increase if you take year-on-year. On the growth margin, as already mentioned, we were able to take a larger part of the money, basically as a gross margin.

Important to do that because that gives us more bandwidth, of course, to do investments. And we did investments, and that's what you see in the adjusted EBITDA, that was stable versus last year. Yeah, we are investing in sales force, and also keep in mind, the US dollar really changed quite a bit versus last year. The fourth KPI, also already covered earlier presentations. Ideally, we would like to have a dollar demand going also on the dollar supply, so 50/50. We were, a year ago, a 22%, demand versus 78% supply. We were now able to increase that to 32%. So our demand part really has become a substantial part of the revenues of the business, and we're further planning to grow that. Coming to main customer KPIs, on this page, I'm starting on the left upper side.

We are making money with ad impressions, so we are only paid if an ad impression is shown, if it's really won, if the auction is won. There is seasonality in here, as you see, but we were able to increase our ad impressions 13% year-on-year, so very nice driver of revenue growth. Then on the bottom, the net dollar expansion rate, which is showing how customers that were there a year ago in the same quarter, so Q4, how their revenue developed versus that quarter a year ago. Q4 2024 was very strong, with 110%, so 10% more than the year before. That was an exceptional strong quarter with a lot of, political spend, a lot of, yeah, good momentum in the market. Then Q2, Q3 were weak.

That were the quarters where we had issues with our platform unification, and where, because of that, also, customers spent less on our platform. But we see very nicely that we are getting out of that now with the 92%. And as those two quarters will be in for 12 months, it will take a bit, but we see a very nice upward, upward-upgoing trend. Software clients on the right upper side. Also there, we see a good increase, where Q3, the increase was also due to the acquisitions we did. In Q4, we really see an organic increase, which is showing good momentum in customer onboarding. Q2, Q3 were hindered also by the platform unification. That's done now, so also here, we are able to onboard customers faster and are also doing that.

A customer onboarded today is, of course, revenue for tomorrow, so very important. While onboarding customers, it's of course important to not lose customers. As you see on the right side, on the bottom, we had an exceptionally high retention rate in Q4 2025. We are always very high on the retention rate, but with the 99%, we really do extremely well. Customers are happy, and we are able to also work with them, scale them, and keep them. Yeah, in this presentation, we made a bit of a change also in the slides. We wanted to focus a bit also on where are we strategically focusing at, and I would like to start with commerce and market expansion.

After the platform unification, we now have a strong, stable, and scalable platform, and that means that we now need to further grow our supply and demand to strengthen our market leader position. On the supply side, we are connecting and scaling more ad publishers, as already shown before, is our strongest part, and there are still many ad publishers to go. Also, some large ones that we are still missing, where we're now talking to, and we're also further improving our other supply: CTV, retail media, digital audio. Having that supply is super important because that drives also the demand, of course. On the demand side, that has now become substantial, as mentioned before, but also there, we have a lot to do. We are further increasing the sales, so the number of sellers that we have.

We were able to increase the sales force by 68% year-on-year, so that's showing that we are really investing there. But it's also, you see it on the number, our demand sales grew by 61%. So that's, of course, going hand in hand. Why are we extending the sales? Why is it so important? There's over 4,000 agencies in the US and many more customers behind it. So if we want to do business with them, and we have good products, but we need to talk to them, of course, and we need to contract them and to really get into a mode where they start to scale. So for that, we need people. Sellers are not immediately making their money. It typically takes nine to 15 months until they start yielding, and also, not every seller is good.

So typically, after four to six months, we also have to let go some and start again. So this is where we planned a EUR 10 million investment for 2026 to cover these costs for further growth, but we will see the effect in the next years, and we are actually already seeing the effects from the sellers that we, yeah, got in in the last year. Then some achievements. Yeah, demand side grew 61%, as already mentioned. We brought all our demand activities under one brand, so we're now acting as Verve for advertisers, including Captify already. Then increasing sector focus and specialization, we see that it really yields if you're focusing on a sector, like, for example, retail and CPGs. With more sector focus, you get even more budgets. And other focus sectors are, for example, tech companies, media companies, and podcasts.

We've seen really good results as well. Then come to the next strategic focus point, which is engineering product, product, and AI. Yeah, if you look at the development or where we engaged our engineers, in the past years, there was a lot of focus on unifying the platforms. The features had to be built before you could migrate, before you could integrate, so a lot of efforts went into that. That's mostly done. 96% of our revenues are now migrate to a single platform. CTV is still to go, or actually, we are working on it. It's a lot smaller, and we expect it to be finished by mid of the year. We don't expect the negative things that we saw in Q2 and Q3 on the big integration that we did on in-app.

The good thing about having done most of the integrations now is that it has freed up a lot of development resources, so we were able to reduce costs, but we were also able to focus people on different things. Main focus now is on AI and targeting, so improving our ID-less solutions, we are strong in that. We have really built a moat on that, and consumers are demanding clarity on data. 97% of consumers clearly want that, and on the other hand, we see players like Apple enforcing it. So we're super happy to show that we're really strong in that, and also, you see it—can see it in the numbers, 31% growth on iPhone, iOS. That's the part of the market.

50% of the market share of phones in the U.S. is iPhone, and yeah, a lot of people don't give their consent, over 80%, and that's the part where we thrive and where we really can grow. Then further improvements, we're continuously focusing on getting more and better data. The Captify acquisition with getting search intent data was one, but we're also working now with LLMs, for example, to get search data from LLMs. Making good progress there. Then we are merging ID-less with ID-based solutions. Part of the market will keep IDs. Part of the people will say they don't have a problem with being tracked, so it's for us important to also cover that segment.

We mostly did it by working with partners in the past, but we're now building more and more capabilities on that, also in-house, and especially on merging the two technologies. Yeah, we're moving from tracking to prediction. It's nice to track, but it's even better to predict results, and that's what we're doing with our partners, which will also give more revenues. AI, super important, always for us, for the platform, because you cannot match in demand and the supply in less than 100 milliseconds manually. You need to have AI for that. But AI is getting more and more important. AI is disrupting. LLM technology, for example, we are using to, yeah, make life of agencies and customers easier and to automate part of their tasks, but also helping us, of course, to vertically integrate forwards, and of course, for further platform efficiency.

We have a cooperation with Google, where we do neural network technology, and our platform still has a lot of room to improve on margins, on pricing, and on matching. So very important that we further focus or keep our strategic focus on engineering, product, and AI. Then the third focus area, strategic focus area, is efficiency and financial. Operational excellence, super important. Unifying the teams, AI to drive better productivity, building a lean and efficient structure, but also keeping in mind, it's people we're working with, so company culture and team motivation are super important. We just had our top 50 together in Madrid, and that was really great to see how the team is developing, how, yeah, good cooperation is in the team.

And don't forget, we have acquired several companies, so this is really a melting pot of cultures, and super happy to see that that's going very well. Then focus on finances and especially cash generation. Margin expansion, super important, of course. I mentioned it before, the improvement in the margin, then leveraging and streamlining our cost base. AI-based improvements playing a big role there. Attention at our costs, we are further working with offshoring, for example, in India, where we have a big team in Bangalore. We do a lot of business in the U.S., but having all the costs in the U.S. would, from a dollar perspective, be better, but it's so much more expensive, and we are so much more efficient if we do that in other areas. Then last point, also here, cash generation, already mentioned before.

We are really aware that we need to generate more cash. We want to do that. We want to keep investing, but we are also working on improving the cash generation. Smart working capital management is part of that, and improving, of course, our interest rate coverage, where we see already results with the 4.3 versus the 3.3. Talking about working capital and cash optimizations, Verve has a receivable securitization program, which we installed a while ago. And why do we do that? Because we are in a business where advertisers, agencies pay after 90 days, whereas the supply side is paid after 45 days. That means we have a 45 day cash gap. In the past quarters, we have mostly been very good in compensating that by using this program, the securitization program.

We can go up to EUR 100 million. We still have a bit of room in it, but it also means that companies that we included into the group need to be enabled for that. That takes time. We do the program. We work together with Finacity, which is an very experienced party in this field, and the Nord/LB , which is also a strong bank in this area. The cost of this is super low, actually, with the three-month EURIBOR plus 2%, so it's a very nice way of, yeah, getting money paid earlier that otherwise, how to say, the advertiser would pay us much later. It has a good risk component on it. But it's not only about bringing money forward, it's also having a competitive advantage out of this. Liquidity as a moat.

We have the possibility to sometimes pay a partner a bit faster or to let the supply side pay a bit later. That gives us the possibility to also get stronger on the side towards the customers, towards the partners, and that's a nice thing to have, of course, as a competitive edge. If you look a little bit further ahead, then we see that, let's say, by getting stronger, and we see all part of that already now, that we are also able to get better payment terms from our point of view. Getting stronger, some publishers really want to work with us, so we are a bit more, how to say, able to get, to pay them a bit later. So those things. So it's a super important strategic instrument for us for the future, and that's the reason that we wanted to emphasize to you.

Going to the last slide of this part, and that's about AI. There's a lot of fear about AI in the market. Investors don't know what's happening. We got a lot of questions from investors. Therefore, it's a bit unusual slide, maybe, to say that, but we wanted to address those things. We got questions like: Is our whole platform obsolete? Is it gonna be replicated by AI? The answer is no, because, yes, you can build platforms with AI, but you don't have 65,000 app integrations and the five years or more years of trust that we have with those partners. That's not something that just is easily to be built. Technology can be built, but there's a lot of relations and things behind it. Will AI replace the specialized data? Can AI start of scale faster than you?

LLMs are trained on a lot of market that are freely available, but what makes us special is that our machine learning is trained on the 1.1 trillion ad transactions that we do, over a trillion daily ad requests that we get on the platform. That's special data. That's not just something where AIs have access and that they work on. Then, as users move to AI search, does your market vanish? And yes, part of the market vanishes. We see that on web, and that's a segment where we have never concentrated on. If you talk to some news publishers, they have 30% - 40% less traffic through than a year earlier. But in-app is a part where there's not a replacement of LLMs, at least not on the majority of those. So we operate in a sanctuary untouched by the shifts of AI search.

Then, the risk of being bypassed by AI agents. Yeah, AI agents are fulfilling more important roles and will become even stronger, but AI agents need data to work on, to work with, and that's something that we have. So we think that with AI agents, we can actually use that as a disruptor in our favor and go forward. So to come to a conclusion, Verve is not just another software layer, we're an indispensable network where the AI-driven economy actually transacts. That's bringing me to the end of my part, and I would hand over to Christian for the financials.

Christian Duus
CFO, Verve Group

Thank you very much, Remco. So starting with the headlines for the financial performance, Q4 2025 was a strong quarter for us. It had a marked pickup versus Q3, both on top line momentum and also on our profitability. We saw year-on-year growth of 9.9% on top line, and we also saw a significant step up in our adjusted EBITDA to a margin of 25.1%. This was also a quarter where we grew fast, and we increased our accounts receivables, and that led to an increase in our net working capital of EUR 25.5 million. And this is a dynamic I will come back to and cover and explain further. If I now dig into the details, both on the revenue side, but also on the profitability side. On the revenue side, we booked for the quarter, EUR 194 million.

That should be compared to EUR 176 million in Q4 last year, and that equals 9.9, 9.9% growth. It's really good to see that we have organic growth again, at 5.3%, when we adjust for inorganic effects and also FX. On top of that, we had a contribution from inorganic growth of 12.2%. But we also battle the declining US dollar because we are reporting in Euro, and a lot of our revenues are denominated in the US dollar, and we had headwinds of 7.6 percentage points working against us for the quarter. So 5.3% organic growth, plus acquisition of 12.2, minus the 7.6, gives the 9.9 in like-for-like growth.

All the details on this is in the interim report. On the EBITDA level, you can see that we booked EUR 48.6 million. It was a significant step up, not only in absolute terms from Q3, but also we reached the profitability level of 25.1%, which is actually a seven percentage points pickup from last quarter. There is a number of reasons for that, and one being a big lift in our growth profit margin, but it's also because we are Q4 is the biggest season for us, and we're doing higher volumes on essentially the same OpEx base, and that, of course, gives scale impact and scale benefits for us, and enabling us to come up with a higher profitability.

When you look at 25% EBITDA margin, adjusted EBITDA margin, and you compare it to Q4 last year, you'll note it was at 27%. Please keep in mind that we have, through the full year, invested in sales expansion and continue to do so, and therefore, that remains a drag on our profitability also for Q4. In terms of cash flow generation, we posted EUR 45.6 million in operating cash flow before net working capital changes. That's quite strong contribution. It's actually EUR 4 million better than we did last year. Now, I mentioned that we had investments in our net working capital of EUR 25.5 million, and our total in cash out for investing was EUR 29.7 million combining CapEx and payment for acquisitions. Turning now to gross profit margin, which was really a hallmark of this quarter.

You can see here the different percentages through each quarter back in time. This denotes our gross profit margin. It's revenues minus purchase services. Purchase services is traffic acquisition costs, so the value of the inventory, cloud hosting cost, and other revenue-related and driven costs. Here you see really a pickup from 36.6% to 44.6% in Q4, so an eight percentage points improvement. If you look across, compared to the same period last year, it's a 4.2 percentage point pickup. So really substantial. There's three reasons for that.

One is we're working on the unified SSP platform, and as shared earlier, this platform really has a much more rich set of features where we can manage the dynamic pricing, have dynamic pricing, and also in terms of managing margin, and we, of course, use that to extract a good margin for us, but also win more bids. Secondly, we've become much better at managing our cloud cost, our hosting cost, both through better infrastructure, but also especially around peak loads, and making sure that peak loads on our hosting cost doesn't penalize us in terms of pricing.

And thirdly, which is also an effect in Q4, this is the biggest season for advertising, and that means there is competition, it drives up prices, but we can essentially serve and match the ads on the same cost base, so we generate a higher profitability out of that. We would equate that roughly half of the pickup, so half of the eight percentage points pickup is due to seasonality, and the remaining four percentage points are more structural improvements through our platform and through our hosting cost management. So that would kind of indicate how you to think about it going forward. That also means that you should not expect a gross margin, profit margin of 44.6% in Q1, because there will be a drop from just pure seasonal effects. That was one very key development.

The other key development, as I mentioned, is the working capital development for the quarter, where we had an increase of EUR 25.5 million in working capital. In short, we are growing very fast, we are billing more, and that is layering into accounts receivables, and therefore, also requiring an investment in working capital. Try to illustrate the dynamics here on the left-hand side, where we take the trade receivables in the dark blue, and the trade payables in the light blue, and then with the balance between those shown as the green line here in the middle, essentially showing our working capital from these two postings, and then in the top line, purple line, we see we have our total revenues and gross billings. And here you can really see the dynamics of what is happening.

So between Q3 and Q4, we billed EUR 52 million more, so we really had a big significant increase in billing between Q3 and Q4. This layered into also an increase in accounts receivables of EUR 36 million. Now, why is this happening? If we set aside the securitization program for a second, this is exactly as Remco was mentioning and explaining, because we have a typical payment gap between when we pay our publishers after 45 days and when we receive money from our customers, which is typically on 90 days terms, and that creates a payment gap. So in this case, it means the money that we billed in Q4, it will come, but it will come in Q1. So it's not gone, but it will come with a delayed cash effect.

So normally, we have been able to use the securitization program, and this has absorbed the majority of this net working capital build-up. You can see that in the green line, going back in time. We have a frame of EUR 100 million. There is still headroom in the program of EUR 20 million. If we had fully, fully utilized, we could extract EUR 20 million more in cash. We also expected to be utilizing it more than we did here at end of Q end of the year. The biggest limitation that we have, and the key limitation, is that it works, the securitization work is attached to five of our core business operating units, the biggest ones, and it's set up with daily, with interaction into our ERP system, NetSuite, with daily reporting on the receivables and reconciliations, that happens daily.

That means that when you need to have a business unit in this securitization program, it needs to be set up and working. We are working very intensely to get further operating units onto the program. We have two entities planned and slated here for first half of 2026. More to come, but this is the limiting factor right now of expanding our use of securitization program. We're very committed to aligning our liquidity management as we grow, not only in the short term, but we also need to think about the overall frame of the program as we grow, so we can have a more limited investment in net working capital. This dynamic that I was showing here essentially also explains the numbers when you summarize on a yearly basis.

Here you have the cash flow development and cash flow generation. The dark blue is operating cash flow before net working capital, and the light blue is after net working capital changes. So you see, we delivered EUR 116 million of operating cash flow, which is quite strong, equals last year, which was a very good year, and I would also say good in light of a soft Q2 and Q3. And it actually, when you compare the 116 to the EBITDA of the year, it's actually a conversion of 87%. Now, because of the swings in net working capital and the investment in net working capital that we've done this year, that lands on EUR 49 million, and that we would, of course, have liked to have been much higher. Turning now to CapEx development.

Overall, for the year, and you can see that here depicted in the left-hand side, we land on EUR 42 million in total expansion and maintenance CapEx for the year. It's basically flat versus 2024. It's within our, what we've said continuously, that we need somewhere between EUR 40-45 million to sustain innovation in the business. That's very important. We are supporting a higher top line with the same CapEx for R&D, and therefore, it is as a proportion to revenues. You can see the green bubbles falling as a percentage from 11% to 10% to 9%. I think it's important to say that within that envelope of EUR 42 million, the, what we're actually doing is changing, and how can we actually sustain such innovation pace at the EUR 42 million level?

Well, number one, we have integrated the engineering teams. We did that early 2025, and as you know, we also are now working on one unified SSP platform, and those two together essentially enable us to get much more innovation out from the same EUR amount. That's, that's number one. Number two, after the completion of the unification, we can also see a shift from functionality and feature development to more, I would say, innovation R&D, especially around applying AI into a whole ecosystem, in our whole internal ecosystem, and improving matching and data insights from all the data that we process. In total, we had cash out for M&A of EUR 41 million for the year.

We also have, if you look at our interim reporting, we have EUR 48.7 million outstanding in deferred payments across the coming years. Hereof, EUR 33 million in 2026. We've already paid, actually, now for the last tranche for Jun Group, which means within 2026, we essentially have EUR 9.9 million left to pay in deferred payments when we talk just about 2026, and that's in October. All the numbers I'm quoting here now is the discounted value that matches the interim reporting, just to be very clear on that. Then I come to the balance sheet and how we're faring on adjusted net leverage ratio and interest coverage ratio. We have a net interest-bearing debt of EUR 446 million.

We end the year at EUR 446 million, and with a net leverage ratio of 3.0. That's a slight improvement from the 3.1 that we saw end of Q3, and it's of course expression of a year where we did M&A. Very good to see is that our interest coverage ratio is improving quite significantly, actually, up to 4.3 times. This is a result of a falling EURIBOR over the years and also a better refinancing terms on the bond placement that we did spring of 2025, and that you can really see is layering off in the interest coverage ratio.

... With that, I conclude the financial update, and I will hand back to Remco for the guidance part.

Remco Westermann
CEO, Verve Group

We already published the guidance earlier with our preliminary numbers, as mentioned, but I would nevertheless like to go here in a bit more detail. Overall, our guidance is based on a moderate to slightly positive market environment for the year 2026, as we expected. What you see on the left side, these are bar a few expectations from some of the bigger, advertising companies, research institutes. They basically come to an expected market growth of 5.1% - 9.1%, which is basically, if you look at them, with some differences, more or less in line with 2025. Now, 2026 is a bit of special year. We have a lot of special advertising events: the FIFA World Cup, U.S. midterm elections, the Winter Olympics, even though they are not in the U.S., there's a lot of U.S. people watching.

Yesterday, for example, the Swedish against US ice hockey game. So it's important, those events, because those drive revenues. And two years ago, the US midterm, sorry, the US elections drove a lot of revenue. So that's something that is difficult to judge, how much it will drive. The strongest of those three, certainly by potential, is the midterm elections. Difficult to say. If you go to a bit more detail, what are the growth drivers for Verve that we expect? So basically, we're looking at a 7% - 9% structural market growth that we expect based on what you saw on the previous page. We expect to take a 5% or more than 5% growth of market share, and then on top of that, we put in strong safety cushion, because you don't know exactly...

Consumer trust is not great in the U.S. at the moment, and there's a lot of other factors. But going a bit into detail. U.S. economy, digital advertiser drivers, so the box on the left side. U.S. economy has proven to be much more resilient than we expected all, and AI and tech investments are actually also driving the economy, while there's also a lot of weaknesses in economy. Not easy to really judge, to see what's gonna happen in 2026, but resilience is one thing that we expect. Then mid- to high single-digit growth based on advertising spend, as mentioned before. In-app and CTV are more insulated, while web is pressured by LLMs. We're happy that we are in in-app.

Then looking at consumer trends and tech advancements, yeah, AI is, let's say, bringing extra efficiencies, is driving extra growth, so there's a 3% - 5% expectation there. There are new, more, and engaging ad formats. Video just has a higher CPM than a banner ad, things like that, so there is improvements that also we can do. Supply path optimization, the more demand supply and the more of our demand that we really run on our supply, the more efficient we get. And then we have the, let's say, the market share gains that we can do. There's a huge TAM, $130 billion, that we're working in. We're still small in that, so there's ample opportunity to grow in it being so small. Our data moat, which I mentioned before, is very strong.

And then SDKs, yeah, we are integrated in many apps, have an own SDK, software development kit, which gives us unique data and access to inventory. So those things are making us strong. And then, yeah, the last point on the right, investment in sales. Mentioned that before. Continued investment in expansion of our sales capacity, doubling down our unified brand, I mentioned that one, sharpening our sales approach on more sector focus. And as mentioned before, it takes nine to 15 months till a seller starts making money, or starts making money, enough money to, how to say, to compensate his own salary. And we have taken into account a EUR 10 million invest into the sales buildup. Then a little bit of sensitivities, key upsides and downsides.

As Christian already mentioned, and I did before, we are strongly impacted by dollar movements. 83% of revenue that we have are denominated by the U.S. dollar, so at a weak dollar, we're feeling that. Sales productivity inflection, as already mentioned, yeah, it takes a while until the sellers pay the money back, and also, yeah, not all are good, and need to be replaced partly. And then on the positive side, of course, upside the scaling effects based on the platform, AI, that will, let's say, help us to grow the U.S. centric advertising events, and especially there, the midterm elections. So those are a few that we giving a bit more meat or a bit more backgrounds on how we come to our numbers.

So coming to the outlook, and the outlook is really conservative, and this company can do much more, but we really want to be, yeah, how to say it, not over-promising here and be careful. Coming from EUR 602 million like-for-like revenue in 2025, we are guiding at EUR 680 million to 730 million. And take into account that, let's say, with the US dollar, that's already 3.7% weaker, because we took the December 31, 2025 dollar rate for our guidance, but the dollar in average in 2025 was 3.7% weaker. So that's, if you calculate that on the EUR 602 million, we're talking about EUR 42 million already that we have to compensate to just compensate the dollar effect.

The difference or the, yeah, let's say the difficulty of being reporting in euros. Adjusted EBITDA, EUR 134 million in 2025. Guiding here for EUR 145 million-EUR 175 million. Take into account that we have the buildup of the sales team, and also here, safety caution and the US dollar. So those are the numbers that we're guiding for... And also, to come a bit and look a bit into the past, we are a fast-growing company, and we have shown that every year, even in 2025, which was really not great with Q2 and Q3 being, how to say it? Hurt by our unification. But we're confident that we'll further grow this company and are one of the faster growers in this market.

Looking into the future, looking into 2026 and our growth journey, yeah, we were, in the last years, in the last six years, able. We only started six years ago with AdTech. We were able to build one of the top 20 AdTech platforms in the U.S., and we want to further build. And that means that we are prioritizing long-term value creation. Because we want to grow, we need to look, let's say, longer than just the next quarter, and that means we need to balance our short-term leverage with our growth, while being committed to active cash management, as already mentioned before. Then we continue to invest in product and sales, as well as innovation, and we have a conservative guidance based on the front-loaded investment into the sales expansion. So that is the biggest investment we're doing at the moment, is really adding more sellers.

Building strong differentiators. Yes, everybody is doing the same. It's not easy to gain market share. If you're differentiated, it's easier. So one of them is really ID-less, that we're strong, but we're combining that with ID-based, as already mentioned before. Verticalization, so really, yeah, getting stronger demand, supply connections, and also just making more margin with it. Then M&A, we have to integrate the companies that we acquired, and that's also important. Good progress already made there. Further working on those integrations. Then aiming at new emerging markets and segments. Retail media, I mentioned that before, so that's a sector where we've shown really good results and are further also looking in getting a stronger position. More segments, as mentioned before. And then, yeah, the important point of AI, I mentioned that a few times.

AI to become more efficient as a company, AI to improve results for our partners, to make our platform better, and AI to disrupt and gain market share. So with platform unification completed, we have an operational challenges... We have turned operational challenges into powerful foundation for future growth, and I'm very confident this company will show very nice growth in 2026. That brings me to the end of my part, and I would like to hand over, or hand back, actually, to Ingo.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you, Remco, and Christian as well. And now it's time for our Q&A session. If you want to queue into the Q&A line, please click on the blue Live Q&A button on the left side of your screen. The first question of the day now comes from Matthew Weber, from Canaccord Genuity. Matthew, please unmute yourself and go ahead.

Matthew Weber
VP of Internet Equity Research, Canaccord Genuity

Hi. Thanks. Can you hear me?

Ingo Middelmenne
Head of Investor Relations, Verve Group

Yes. Thanks.

Matthew Weber
VP of Internet Equity Research, Canaccord Genuity

Great. Thanks so much for taking the question, and appreciate all the, all the colors. Very helpful. I just wanted to ask about the expectation for, I think it was over five percentage points of market share gains. As your, you know, your sales reps land new deals, what, what do you- what are the most common types of platforms you expect to displace? Essentially, I'm just trying to get a, a better understanding of where these share gains are coming from, and then I have a quick follow-up.

Remco Westermann
CEO, Verve Group

Yeah. Thank you, Matthew. Good question. Great question. Where are the market share gains coming from? This is a huge market. As mentioned before, there's a $130 billion TAM in the U.S., and there is a ton of players in there. There's more than 500 companies in this ad tech market. And that we were able, in within six years, to become one of the top 20, is already showing, we're not huge yet, how distributed this market is. So gaining is really against, let's say, smaller parties that are not able to use AI as good, that are not able to use data as well as we do. So that's where we mostly take market share, but also some larger competitors, of course. And don't...

Yeah, I mean, that's the market share part, and of course, the overall market growing gives also extra opportunities, where it not necessarily has to go against competitors, but also can be just additional.

Matthew Weber
VP of Internet Equity Research, Canaccord Genuity

Got it. Thank you. That's, that's very helpful. And then just, just given the emphasis on the sales force expansion, how should we think about the mix of demand side versus supply side revenue in 2026 and longer term?

Remco Westermann
CEO, Verve Group

Good question, and very, very difficult to answer. I mean, we are striving to get to a 50/50, and within the 50/50, also to make sure that it's not only the demand revenues that we show, but also that those demand revenues run on supply. But as already mentioned before, if we now hire sellers, we don't know how fast they ramp up their revenues. We don't know how many... There's some numbers there, but we don't know exactly who's not good and who we have to replace. So exactly saying this, it's super difficult, but what will be- what, yeah, what is certain, is that we will grow our demand side. But then in, in the meanwhile, we're also, of course, working on platform improvements on the supply side, AI and things like that.

It's not that we try to slow down one of the sides for the other one, but with the investments we're doing in sales, we should grow the demand side faster.

Matthew Weber
VP of Internet Equity Research, Canaccord Genuity

Makes a lot of sense. Thanks so much.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you, Matthew. The next question comes from Ellis Acklin from First Berlin. Alice, please go ahead.

Ellis Acklin
Senior Financial Analyst, First Berlin

Yes. Good afternoon, gentlemen. Thank you very much for the detailed presentation and the color. The main question I have is, I would like to understand a little bit better. You mentioned that the high growth last year put a strain on your cash flow and, in particular, the working capital. When I'm looking at the year ahead for 2026, you're also expecting another strong growth year, and just wondering how you will be able to prevent a repeat of the issues last year, especially considering you highlighted that you have a EUR 100 million ceiling for the securitization. So is that EUR 20 million in headroom you talked about going to be sufficient to normalize the working capital, or are there other levers that you can pull to help manage that? So I'll leave it there, but I do have one brief follow-up afterwards. Thank you.

Remco Westermann
CEO, Verve Group

Yeah. Thank you, Ellis. Let me start with the commercial side. And that is indeed, as I mentioned before, we are getting bigger, and we have possibilities, of course, to also work a bit on payment terms in our favor. While on the other side, we're also sometimes using payment terms to just get a competitive advantage or to onboard a partner. So that's one of the things, but with growing revenues, of course, there will be further demand because of this gap of 90 to 45 days, and I would like to hand over to Christian because he's working on expanding the program. Christian?

Christian Duus
CFO, Verve Group

Yes. Thank you for your question, Ellis. We're, we're working on two fronts. So the one I mentioned, what is adding more entities on the existing program, that's number one. But we're actually also working on expanding the program, and this will be necessary to take on board more of the growth that we will come towards, especially second half of the year. So we're working on both ends. Sorry, did you have a follow-up question, Ellis?

Ellis Acklin
Senior Financial Analyst, First Berlin

Yes. Okay, great, thanks for that. I was just wondering if you had any... working on anything else. No, just a quick one. The leverage ratio at year-end was 3.0. Do you have a target in mind for this year, or are you comfortable with that around that level?

Christian Duus
CFO, Verve Group

You could kind of see this year was an acquisition year. Next year... This last year, I mean, was an acquisition year. This year, we have full focus on the core business and developing that. When you look at the midpoint or the upper range of our guidance, this will bring us on a path towards the 2.5. I don't want to extend a guarantee here that we will be at exactly 2.5 by the end of the year, but I can see a path in that direction. It may take a quarter more, but it is firmly our ambition to work towards the 2.5.

Remco Westermann
CEO, Verve Group

Yeah, maybe to fill in on that or to add to that, we are aware that, let's say, a dampener on our share price, our stock price, is really our high leverage, that a lot of investors don't like that. And that is, yeah, let's say, also making sure that we will focus on that, and we will make sure that we get our leverage lower because we need to get our stock also, let's say, be more rewarded by shareholders.

Ellis Acklin
Senior Financial Analyst, First Berlin

Okay, great. Thank you very much for that. I'll jump back in the line for now.

Remco Westermann
CEO, Verve Group

Thank you.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you, Ellis. The next question comes from Andreas Markou, our analyst from Berenberg.

Andreas Markou
Research Analyst, Berenberg

Hi, everyone. Can you hear me?

Christian Duus
CFO, Verve Group

Yes.

Andreas Markou
Research Analyst, Berenberg

Great. Thank you for taking my questions. I have a couple. The first one is on the guidance. Have you only considered the costs for the expansion or also potential associated revenues and the PS to what extent? Question number two: Is it fair to assume that the 2025 CapEx level will also be maintained in 2026? Question number three: How do you expect the number of ATOM integrations to develop in 2026? And the last question is on M&A. Could you provide insights into your M&A ambitions or the current focus on organic growth and sales force expansion on the demand side? Thanks.

Remco Westermann
CEO, Verve Group

Thank you, Andreas. List of questions, good questions. Let me start answering them, and, Christian, maybe you can fill in later.

Andreas Markou
Research Analyst, Berenberg

Yeah

Remco Westermann
CEO, Verve Group

... after I've answered them. Yeah, when we are adding salespeople, of course, we also factor in not only the cost, but also the revenues. But as already mentioned, it is super difficult to predict the inflection point. So in that sense, we were a bit more careful on the revenue side than on the cost side, because the cost, you know for sure that you have it, and when the revenues come, it's a bit less certain. So yes, revenues are factored in. So the EUR 10 million is, let's say, the net invest that we're doing, already taking into account that also income coming from that. Then, CapEx, as Christian, in his description, said or showed, we have a pretty constant, how to say it, maintenance and investment CapEx of roughly EUR 40 million.

We would like to keep it rough at that level, so as a percentage of revenues, it will go down, but we need to innovate. We are a tech company, and if you don't innovate, that's not good in this sector. Within the EUR 40 million, however, we will more and more focusing now on innovation, on AI, on those things, and the part that we used for platform integration, for building features and so, that has declined sharply now. So we expect also those EUR 40 million actually to yield better, although platform integration was important, as we showed, but, it will, yeah, let's say, yield more into innovation. So even though as a percentage of revenue, it will remain, or let's say it will decline, we think that with the EUR 40 million, we can do more than we did in the past if you talk about innovation.

Then, to your question about ATOM integration, ATOM is our extra integration of mobile phones, which gives us the possibility to get a lot of data on device that we can attach to an ad when there is no cookie or no identifier. ATOM is integrated almost everywhere now in iOS, in the phones. So it's still... It always takes time till, how to say it, apps are rolled out because people need to update them, and not everybody updates the apps. But we see a very good penetration now on iOS. On Android, we have finished the product also Android phones, where it's a bit more complicated because there's no library on an Android phone, so you have a bit larger part of software there.

I won't go too much in detail, but it's a bit more complex there. We're also, let's say, using more identity signals, IDs, signals, because on Android, people give consent more often, or they, they are not even asked if they do in the U.S. In that sense, we had to do quite some tweaks on it. But also now on Android, we are starting to roll out, or we have started actually to roll out roughly a quarter ago, and we expect by the end of the year to have a good penetration, and that will also drive further things. And maybe before you ask the question, that's not immediately showing the revenue.

We don't charge extra for the signals that we get from ATOM, but it helps us really to help publishers that don't get a lot of money from the part of their traffic where they don't have an ID. And it, of course, helps us towards advertisers because they can reach customers or, let's say, potential customers, that they otherwise wouldn't reach, or let's say, only would blindly reach by, by shooting in blind, basically. So it's a super, super important part of our business. And then getting to M&A activity, yeah, as mentioned before, we need to bring leverage down. We need to also integrate the acquisitions that we did. So at the moment, there is no focus on acquisitions. That's, let's say, more short, middle term.

I'm still of the opinion that we need to grow faster than we organically can to really, yeah, become more relevant in this market. We're still very small. So if I look a bit further ahead, there will be further acquisitions, and we keep our eyes open. But, at the moment, it's priority to really bring leverage down and to also work more and better with our share price and our investors.

Andreas Markou
Research Analyst, Berenberg

Great. Thank you.

Remco Westermann
CEO, Verve Group

Questions, Andreas.

Andreas Markou
Research Analyst, Berenberg

Thank you.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Great. Thanks, Andreas. So, the questions keep coming in. We have a bit of a traffic jam here, so take your time, guys, please. Next question comes from the chat, from Rasmus Engberg, from Kepler Cheuvreux: Do you expect working capital to recover in 2026?

Christian Duus
CFO, Verve Group

Okay. So let me take that question. So yes, I think we can think about it both as a long term and short term. Short term, we can see that the money that we have built in Q4 will come in, in Q1. That's very important to state. This is money, not money out the door. It will come back, and it will have a positive effect on working capital in Q1. And as such, you could say, yes, it would rebalance.

I think, was it Ellis who pointed to there is, of course, the overall structural challenge as we grow, and depending on how fast we grow through 2026, we will have the challenge of putting some of our securitization, putting some of our receivables on securitization program up to the $100 million and beyond as we expand it. But there may still be a component where we cannot securitize it, so it will... That you have to have both elements in mind. That said, we are working dead hard to, if not fully neutralize it, then bring it into the most balanced way that we can, and still not hinder our growth.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Great. Thanks, Christian. The next question is a verbal one again from Olaf Preis, from OK Consult PE. Olaf, please, please go ahead.

Olaf Preis
Analyst, OK Consult PE

Hi, good afternoon. I hope you can hear copy?

Ingo Middelmenne
Head of Investor Relations, Verve Group

Yes.

Olaf Preis
Analyst, OK Consult PE

Cool. Two very top-line questions. Firstly, regarding sentiment, I was a bit startled. I mean, normally, bond investors are much more careful in their due diligence and risk management, and you got those EUR 50 million in new funding extremely quickly, which should be a sign of confidence, actually, which is not reflected in the stock at all. So is that just kind of the AI disruption fears that are mongering amongst the market, or do you have any other explanation for that disparity? That's the first one. And secondly, with the last capital increase, Remco showed personally very strong confidence, investing quite significantly in the shares, in the increase, and via the market as well.

And as I understand you, the integration of the platform is almost done now, so the company is de-risked, and the shares are about half as expensive as they have been then. So, what are you making out of that situation?

Remco Westermann
CEO, Verve Group

Thank you, Olaf, very much, and good questions, and not easy to answer. In the end, let's say shareholders decide what the company's value is, so it's difficult to, of course, argue against that. But I can give some or let's say, my vision on it or my view on it. If I compare debt and equity markets at the moment, overall, equity markets are not happy about everything that's micro-cap. Equity markets are super, yeah, uncertain about AI investments and all those things, what's happening with AI, how it's affecting things. And we have an additional factor being listed in Europe. We hardly have any peers, so that doesn't make our life easier because the business model is not always easy, and people want to, yeah, understand business models better.

For such a, let's say, small market cap, you often don't do the work to really dive into a company. Overall, that, that makes the sentiment not easy. Also, if I look at the share price development of our peers in the US, I mean, they are partly a bit better, but there's also quite a few that are worse than, than what we did. This whole environment at the moment with AI, with small stocks, and a lot of money going into big stocks, is not making it easier. I was also super happy with the, the debt investors, so the bond investors. We were strongly oversubscribed.

We did it very fast, and this company is solid, and I think that that's what the debt investors really recognized, and the equity investors have, yeah, let's say, there's overall market things, and the one thing that people don't like with us is the high leverage, the 3.0 now. And, yeah, that's where the bond investors make their money, but that's where the equity investors see a risk component, and that's something that we are, as mentioned before, working on in 2026 to see that we also get this leverage down. So that's important, but the company is growing. We have shown it in the past years. We are absolutely confident to do it now, and, yeah, we are a bit hindered by weak US dollar, but so be it. So I hope that answers your question.

It's a bit of fractions that I give as quotes, but it's not super easy to give a black-and-white answer to your question.

Olaf Preis
Analyst, OK Consult PE

Thanks a lot. Still, I mean, these bond investors also invest into a small-cap company, and I understand they don't have any upside for the 80% in interest. And so from a risk and return point of view, it doesn't make really sense to me. I mean, either you believe the company will prevail or you don't, and if you do so for 8% in interest, why don't you do for equity?

Remco Westermann
CEO, Verve Group

I can totally agree with what you're saying, and yeah, but it's not to me. I mean, I've bought stock, I've never sold stock. I believe in this company, and I further do so.

Olaf Preis
Analyst, OK Consult PE

You're considering to do that in the future as well?

Remco Westermann
CEO, Verve Group

I'm not ruling that out.

Olaf Preis
Analyst, OK Consult PE

Thanks a lot.

Remco Westermann
CEO, Verve Group

Of course, only my blackout periods, but yeah, that one is over now.

Olaf Preis
Analyst, OK Consult PE

Thank you very much.

Remco Westermann
CEO, Verve Group

Pleasure. Thanks.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thanks, Olof. So now we have a couple of questions in the chat again. The next ones come from Conrad Leader from FL Alphacap. I'll read them one by one so you can answer them. First one is: On the EUR 10 million investment in sales personnel, are they already on board? How should we think about phasing the EUR 10 million over the single quarters in the year?

Remco Westermann
CEO, Verve Group

I can take that one. No, those people are not yet on board, and we are seeing it's... Let's say, if you hire salespeople, you want to hire the best ones, the good ones. That's not something that you just do overnight. We have been hiring quite a lot. I mean, I showed the over 60% increase that we had already, but part of that actually is also because of the acquisition of Captify and Acardo, which brought those extra sellers in. But adding sellers is not easy, and there's also a bit of seasonality in there. A really good seller is very difficult to hire from mid-Q4 onwards till end of Q1, because that's when they get the commissions over the last year, and you want the good ones.

So at the moment, we're not onboarding so many in Q1, but we will be onboarding, and we're having a lot of talks already in Q2 and Q3. So it is, let's say in that sense, it's front-loaded, but we are hindered that the real good ones are waiting for their commission before they will quit their job. So in that sense, this will develop throughout the year, but we got quite a few in last year already, and those are... Yeah, let's say we had success cases where somebody in the first week did a really good deal, but that's the exception and not the rule. So most of them we are investing in at the moment.

Ingo Middelmenne
Head of Investor Relations, Verve Group

That's actually also already answered part of the second question. A similar comment on sales investments that have been made last year. How successful were the investments so far made last year?

Remco Westermann
CEO, Verve Group

Yeah, we see good traction on them, and if good sellers that are not good, we let them go, and that also has happened already a few times. So it's, it's really, yeah, it's a build-up, and, yeah, we had the discussion also internally. If you do M&A, like with Captify, you immediately have sellers that have a book of business that are profitable, but therefore, you pay the purchase price for the company. And if you do it organically, you first have to select them, then you have to train them because they need to learn the product that you have, and only then you see them starting to make money. So it's a longer trajectory, but yeah, we do both.

Christian Duus
CFO, Verve Group

I would also add that you see the first indications in our growth in number of customers, especially the total number of customers in Q4, and I think part of that is because we've had more feet on the ground in a more focused way, and we are picking up additional customers. They still need to scale, but I think that's a very good indicator that the investments we are putting in is really paying off, starting to pay off.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thanks. Then the next question complex is on the C-level personnel changes. End of 2025, both your Chief Revenue Officer and Chief Product Officer left the company. Why? The new Chief Revenue Officer will only begin in March. Does this create any delays?

Remco Westermann
CEO, Verve Group

Good question. I'll take it. The CPO, let me start with the CPO. David, who was the founder of Dataseed company that we acquired, and we made him CPO. He has a very good product focus. Under him, we build up people on the demand and the supply side. But David has a personal issue that made him terminate his job, and we decided, because demand and supply really demand different focus on product, that we don't replace the CPO on the top level, but therefore have strong product people in the units. So that's on the CPO. CRO, Sameer Sondhi was with the company for six years, actually over six years. He's decided to go somewhere else, which can happen after six years, wanted to get some fresh air.

We are super happy to hire Dave Simon, who is indeed gonna start formally on March 1, but he has already been working in the background, supporting us, taking already decisions. That's going in a very smooth transition, and there was a transition also from Sameer to Dave. In that sense, he will be full-time from March 1, but he, how to say, is already on board and helped there. We have a very fluent transition there. Dave, as a background, he worked with Jun Group, before that with Moloco, which Moloco is a very big private competitor that we have, very strong in AI, actually, and in targeting.

Before that, he worked with Fyber, which is part of Digital Turbine, which is also a competitor. So he's a very experienced manager. And yeah, seeing already very positive traction from the things he's doing.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you, Remco. Then going back to the callers, the next question comes from Christoffer Jannel from Inderes. Christopher, please go ahead.

Christoffer Jennel
Equity Research Analyst, Inderes

Hello, Remco and Christian. Just a couple of questions from my side, and I start with the cash flow. So given that the level of earnings was at similar level, the similar level, compared to last year, is it the right interpretation that that weak cash flow in 2025 was primarily due to the limitations in your securitization program? And that the increased use of it and the ability to add more entities to the program is what gives you confidence that the working capital will normalize in 2026.

Christian Duus
CFO, Verve Group

I think you summarized it very well, to be honest. I think, I don't have much to add, but your interpretation is correct. I don't know that we can neutralize all effects this year. I think there will still be some accounts receivables that we will not put on the securitization program, but in essence, your interpretation is correct, Christopher.

Christoffer Jennel
Equity Research Analyst, Inderes

All right. Good, thank you. And, I was just wondering also if you could add some color on the receivable impairment that you noticed from the large customer loss?

Christian Duus
CFO, Verve Group

Yes, I can. So it's correct that we had a quite sizable customer that we have stopped doing business with at the end of 2025. Or actually, in the second half of 2025. This is an account where we still have roughly $8 million in payment from. We are pursuing that, also by legal channels. We have stopped doing business with them. And I would say the best protection we have about these type of things is that we don't, not one customer is a significant part of our business.

You will have noted also from earlier earnings calls that generally, we don't have one customer that is more than 6% of our business, either on the supply side or the sell side, and that's our biggest and best protection against these type of things. They don't happen often, but they do happen once in a while. Without getting into the details around this specific customer, I would say this is quite extraordinary behavior, even in ad tech. I think I'll just leave it there.

Christoffer Jennel
Equity Research Analyst, Inderes

All right, thank you. So, EUR 8 million in like the cash impact for Q4, is that right?

Christian Duus
CFO, Verve Group

That is the receivable that is still outstanding to be paid.

Christoffer Jennel
Equity Research Analyst, Inderes

Okay. Okay, clear. Regarding the-

Christian Duus
CFO, Verve Group

Now, we, of course, expect payment and are working on payment for it, so, but that is the full amount still outstanding.

Christoffer Jennel
Equity Research Analyst, Inderes

Okay, okay. Regarding the securitization program, can you give some sort of details on how much you intend to expand the program in 2026?

Christian Duus
CFO, Verve Group

I think at a level of EUR 150 million, we would be covered for the coming two years. I'm not sure you would go to EUR 150 million in one go. It might be a stepwise approach. It also depends on the financing partners and how much they individually want to take. But I would say at EUR 150 million, we would be covered for the next two years, but you will maybe see a gradual, in a two-step approach, to get to that level.

Christoffer Jennel
Equity Research Analyst, Inderes

All right. And also, did I get that right, that you expect to release some of the buildup working capital in Q4, now in Q1 instead? Is that correct?

Christian Duus
CFO, Verve Group

We expect the money to come in. I don't think we can release it, but in the sense that the EUR 52 million we build extra in revenues in. Well, we build EUR 194 million, but EUR 52 million more than Q3, if you look at the changes. Those money will come in during Q1 because they typically are on 90 days payment, and you will see that money coming in in February and in March, which is also when we look at the projections, we can see the money coming in, of course, with the assumption that the customers do pay, and which they normally do.

Christoffer Jennel
Equity Research Analyst, Inderes

Then the last question from me. In the report, you mentioned that you incurred slightly more interest expenses due to other financial lines and certain effects of the-

Christian Duus
CFO, Verve Group

Mm-hmm

Christoffer Jennel
Equity Research Analyst, Inderes

- securitization program. And now that you are exploring to expand the program, what type of benefits will we see in the net financials, sorry, in 2026, in absolute numbers, following the refinance bonds in 2025?

Christian Duus
CFO, Verve Group

Okay. It's true that we did have, in Q4, more interest costs. We also drew some on a bit on some of our RCFs. As depicted here and shown by Remco, when he went through the securitization program, it's actually very attractive from a point of view that, uh... From the margin, which is typically when drawn in euros, it's the EURIBOR plus two percentage points. There is also an administration fee that is above and beyond that, and that also costs. If you-- the pure financing of it is actually quite attractive because, of course, they have security in the receivables, so in that way, it's a secured program.

That would mean that you can actually finance it with quite attractive margin compared to, for instance, let's say, using an RCF.

Christoffer Jennel
Equity Research Analyst, Inderes

All right. Thank you so much. That's all for me.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thanks, Christopher. And last but not least, we have Jörg Frey from Warburg Research. Jörg, please go ahead.

Jörg Frey
Analyst, Warburg Research

Hi, guys. Well, first of all, a bit on Q1, honestly. Just bearing in mind that your stock has really had some outsized reactions on quarterly variations, a bit of your thoughts on the quarter. I think we should see more, at least around 10% currency headwind for the quarter. We have this large customer which we discontinued, which is probably a headwind of at least something like 3%, which if I judge it correctly, what you are telling us. And a rather tough comparison base of the prior year of 16% organic growth.

So how should we think about the Q1 and the phasing of organic growth throughout the years, just to not disappoint the market or just have unrealistically high expectations for the Q1 ?

Remco Westermann
CEO, Verve Group

Yeah, Jörg, thank you very much for this question, and already, let's say, doing the statements. You're exactly extremely well at describing, of course, what we have to come up with in Q1. So we have a lot of positives, but indeed, Q1 is not gonna be our easiest because the 16% organic last year, in the 10% currency headwind that we have, which is the strongest in Q1 on Q1. The later quarters, it's not so strong, especially in Q3 and Q4. Let's say, on the currency, it's not as heavy. Depending a bit where the currency it develops, of course. But, and we have indeed a customer, which is, let's say, not generating the revenues anymore because we don't let him.

On the other hand, we have a lot of things that offset that, so a lot of growth. The platform is running extremely smoothly with better margins and a lot of new customers onboarded. Our demand side is onboarding extra customers. We see a bit of Olympics, not very strong, but a bit of Olympics effect in the numbers. So in that sense, we have a pretty okay start, I would say, in the year, but indeed, it's, let's say, the Q1 is not the easiest from all the quarters, but that was also taken into account for our guidance, and we didn't give a special guidance on Q1 now. But yeah, we are confident about the full year and Q1.

If you master that well, you will, of course, see a lot of headroom in the rest of the year because of these points that you just mentioned.

Jörg Frey
Analyst, Warburg Research

Yeah, I think we should all expect a momentum to build from Q1, and yeah. It's encouraging that you see Q1 starting actually quite well, given the circumstances. Another one from me on housekeeping-wise a bit. Your tax ratio or your tax payments have been quite high in 2025, and well, how should we view that? This is a bit a reflection of the low earning space, and well, indicates a bit that while the earnings quality is actually better than you might perceive it at first glance, or how or what, was there anything special we should bear in mind?

Christian Duus
CFO, Verve Group

So, the tax setup of the company is quite complex with all the entities. We have met certain what you call interest barriers in terms of how you can deduct for interest payments in the different entities, and that has an effect on the tax total tax calculation for 2025. I think so in terms of the normal tax rate, it would be kind of effective tax rate around the 30%-32% level, but we have movements both in deferred tax assets and deferred tax liabilities, which distort that picture.

And as I said, there are certainly things that are hindering us in getting a full deduction for interest payments as we look across the different entity groups, because there are certain barriers for how much interest you can deduct and therefore save on taxes. Sorry, it's a bit technical answer. But it's also not an easy question to give full and very clear guidance on. I hope it helps in the understanding, and if you need more, we can-

Jörg Frey
Analyst, Warburg Research

Yeah, well, definitely, definitely-

Christian Duus
CFO, Verve Group

Get into the details of it.

Jörg Frey
Analyst, Warburg Research

Particularly that you stick to, to 30%-42% long-term tax rate assessment.

Christian Duus
CFO, Verve Group

Yeah.

Jörg Frey
Analyst, Warburg Research

Probably a last one, just a bit technical as well. What's your... If you look at your current bond portfolio and, well, the recent upsizing of the bond, what is your current assessment of cash interest payments for 2026? Bearing in mind that in the last year you had quite some some special payments for the early redemption of the bonds. So probably quite elevated interest payments last year.

Christian Duus
CFO, Verve Group

Yeah, so that would, of course, be a mix of the margin level that we pay on the original bond places, which was at 400 basis points, and then with the upsizing, which was at 497, I believe, 97 basis points. We will continue to have some of the cost depreciated. That is, it was part of making the bond, and the way that it works in our accounting is that you take the cost of doing the bond extension, and that is depreciated over the lifetime and the maturity of the bond. So I think that will still have an effect into this year.

Jörg Frey
Analyst, Warburg Research

Okay. So that's it from my side. All the best, and fingers crossed for accelerating momentum for the rest of the year.

Christian Duus
CFO, Verve Group

Thank you very much.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you so much, Jörg. The next question comes from Andreas Markou again, from Berenberg. Andreas, please go ahead.

Andreas Markou
Research Analyst, Berenberg

Yes, thank you. I have a quick follow-up. Christian, maybe you could clarify what is the amount of receivables related to the big client with whom you discontinued the client relationship still sitting on the balance sheet? Because at least that was my understanding, in Q4, there were also impairments, which impacted fairness and the bottom line as well. Thank you.

Christian Duus
CFO, Verve Group

There is impairments and offsets for it in the total that the receivable is, the receivable that has not been paid is $8 million. Given that we are in legal discussions, I will not give a number out on how much is impaired, because that basically tells, that basically tells where our pain point is. But the total outstanding that is still to be received from this customers is $8 million, and we intend to put it in full.

Andreas Markou
Research Analyst, Berenberg

Okay, thank you.

Christian Duus
CFO, Verve Group

I do understand why you're asking, but please be in mind, given that we are in legal discussions, by giving out the impairment or the re-reserve for it, is effectively then disclosing where our pain point is.

Andreas Markou
Research Analyst, Berenberg

Okay, thank you.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Thank you, Andreas. Now we're closing today's Q&A with a final question coming from the chat, from Christopher Janell, from Inderes again. A nice question on AI. I think this directly goes to Remco. Remco, AI, if AI dramatically lowers the cost of creation and floods inventory with content, what is your view on the impact on CPMs, bid density, and auction price flows across your marketplace? Do you see downward pricing pressure or greater segmentation of value?

Remco Westermann
CEO, Verve Group

Good question. Very good question, and I need to think a bit about it. Cost of creation goes down. You have, for example, now just Google that launched Genie, which is making it very easy to develop games, or kind of all kind of content, also on video. So I share the observation that there will- it's easier to create content, but in the end, let's say, content needs to be viewed. So not all of the content will be successful, but the consumer will be overloaded with more content, which we already... Yeah, which is a trend that was there already anyway. I mean, look at YouTube, look at the social, media, et cetera.

In the end, let's say money will still be made with advertising, and, if there's more views, if there's more price pressure on it, our, our purchase will be cheaper, then the value add of data will become actually even more important. Because how do I reach the right, consumer? How do I really target them? So AI is disruptive. I think that's, that's the conclusion that we are all drawing. The question is: How can you use that? And traditionally, I like disruption in the market. We like, let's say, the idealist disruption, less ideas available, people need to do something different, and the same counts for AI. With AI disrupting the market, and I think it's a bit more on the web part than it is on the inner part.

But AI is disrupting, and that's great because that gives opportunities, and we can use AI, and I had a slide on that in the presentation, to really make us much stronger, make us more efficient, do our targeting better. But AI is great, and yeah, let's, let's, let's embrace it, let's use it, and go forward with it, and it gives a lot of opportunities.

Ingo Middelmenne
Head of Investor Relations, Verve Group

Great final words, Remco, I would say. Thank you for that, and thanks to all of you for participating in this Q&A session so lively. Should any additional questions come to mind later, please do not hesitate to reach out to the investor relations team. We're always happy to answer. With this, we have reached the end of today's call. Thank you for joining us, have a productive rest of the week, and we look forward of getting back in touch with you again soon. Bye-bye.

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