74softwareEURONEXT: 74SW

2026 Interim Financial Report

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‌2026 Interim Financial Report

‌Contents

01.

Half-year 1

management report

Statutory Auditorsʼ 33

report on the interim

Key events in the first half of 2026 2

74Software reports strong H1 2026 results and raises full- 2

year guidances

financial statements

02.

Business Highlights 2

H1 2026 Operational Performance 3

H1 2026 Net Profit 5

Financial position at 30 June 2026 5

Share buy-backs 6

Change in the workforce 6

2026 Targets & Ambitions 6

Main risks and uncertainties for the second half of 2026 6

Events after the reporting period 6

Glossary - Alternative Performance Measures 7

Condensed interim 9

consolidated financial statements

Declaration 34

by the person responsible

for the interim financial report

Consolidated income statement 10

Consolidated statement of comprehensive income 10

Consolidated statement of financial position 11

Consolidated statement of changes in equity 12

Consolidated statement of cash flows 13

Notes to the condensed consolidated financial statements 14

01



‌Haṯf-year management report‌

Key events in the first half of 2026 2 Share buy-backs 6

74Software reports strong H1 2026 results and raises full-year guidances

2 Change in the workforce 6

2026 fiargets & Ambitions 6

Business Highlights 2

H1 2026 Operational Performance 3

H1 2026 Net Profit 5

Financial position at 30 June 2026 5

Main risks and uncertainties 6

for the second half of 2026

Events after the reporting period 6

Glossary - Alternative 7

Performance Measures

Interim Financial Report 2026 ◼ 74Software 1

‌Key events in the first half of 2026‌

The key events in the first half of 2026 were as follows:

  • Group H1 2026 revenue of €367.0m, up 8.6% organically and 6.7% in total;

  • Strong H1 across both brands - Axway up 11.7% to

    €174.6m and SBS up 5.9% to €193.3m;

  • Marked improvement in margin on operating activities, up 317bps to 15.2% of revenue (€55.7m);

  • ARR increased year-on-year by 11.2% at Axway and 8.9% at SBS, further strengthening recurring revenues.

    ‌74Software reports strong H1 2026 results and raises full-year guidances‌

    H1 2026

    H1 2025

    Change / Ratio

    €m

    €m

    Revenue

    367.0

    337.8

    Organic growth: 8.6%

    Product revenue

    304.1

    274.4

    Organic growth: 10.8%

    o/w Recurring revenue

    277.6

    252.4

    91.3% of Product revenue

    ARR at period-end - Axway

    288.7

    259.7

    11.2% YoY at constant FX

    ARR at period-end - SBS

    252.8

    232.1

    8.9% YoY at constant FX

    Profit on operating activities

    55.7

    41.3

    Margin: 15.2%

    Net profit

    27.4

    5.8

    Net margin: 7.5%

    Unlevered free cash flow

    32.8

    76.4

    8.9% of revenue

    Net debt at period-end

    181.3

    191.8

    Down €10.5m YoY; leverage: 1.39x

    Patrick Donovan, Chief Executive Officer, declared:

    "74Software delivered a strong first half of 2026, combining sustained organic growth with significant margin expansion. This performance reflects the resilience of our installed base, the enduring importance of our mission-critical software and disciplined execution across both Axway and SBS.

    As AI adoption moves from experimentation to industrialization, the ability to connect, govern and secure critical systems and

    data becomes increasingly important. This reinforces the strategic relevance of our portfolio and creates further expansion opportunities within our customer base. Based on our H1 execution and improved full-year visibility, we are raising our 2026 objectives while maintaining our focus on disciplined delivery and our 2028 ambitions."

    ‌Business Highlights‌

    74Software delivered strong growth across both brands in H1 2026, together with a significant improvement in profitability, underpinned by growth in subscriptions and licenses. The Group continued to strengthen its capabilities while maintaining disciplined capital allocation and preserving flexibility for selective M&A.

    • Axway delivered a strong first half, supported by Managed File Transfer, sustained momentum in the Americas and continued progress on its offer roadmap. Within MFT, the new Axway Workbench offer strengthened the portfolio by providing unified visibility and operational control across complex file-transfer environments. API Management also gained traction, notably through Amplify Fusion, Axway's unified integration offering combining API management, iPaaS and B2B/MFT capabilities, which recorded 48 wins year-to-date across modernization and extension use cases. The AI Gateway also strengthened the API Management

      business line by addressing the secure governance of enterprise AI usage.

  • SBS maintained solid momentum as banks continued to modernize core platforms, lending operations and digital channels. Amplitude, one of SBS's integrated core banking offerings, recorded 11 signatures in H1, with particularly strong activity in Africa. Modular Products also gained further traction, including three new digital engagement signatures, while Financing Products benefited from sustained activity in the UK. SBS AI Foundation was officially launched in early July, with its first client already live. The new offering combines a governed data layer connected to SBS's product portfolio with an AI platform supporting use cases designed to augment bankers' day-to-day operations. AI-enriched versions of all key solutions are expected from early 2027.

    • Across both brands, artificial intelligence is being embedded where 74Software has durable advantages: governed connectivity, trusted data, domain-specific workflows and production-grade control. Axway enables enterprises to connect models and agents securely to existing systems while maintaining control over their interactions. SBS, meanwhile, is embedding AI into regulated banking processes built on structured data and established business logic. The Group's opportunity lies in enabling the industrialization of AI usage through integration, governance, observability and auditable workflows. This positioning is becoming increasingly relevant as customers move from isolated pilots toward scaled production deployments.

      The Group enters the second half of 2026 with greater visibility, supported by strong first-half execution and a structurally higher recurring revenue base. Quarterly performance will continue to reflect renewal cycles and contract phasing inherent to the software model, while the continued expansion of subscription revenue is enhancing predictability, as reflected in ARR growth across both brands.

      ‌H1 2026 Operational Performance‌

      Revenue by Portfolio Brand

      €m / %

      H1 2026

      H1 2025

      H1 2025

      Restated

      Total Growth

      Organic Growth

      Axway Scope

      174.6

      160.8

      156.3

      8.6%

      11.7%

      SBS Scope

      193.3

      184.2

      182.5

      5.0%

      5.9%

      Consolidation

      -0.9

      -1.0

      -1.0

      -3.7%

      -3.7%

      74SOFTWARE

      367.0

      344.0

      337.8

      6.7%

      8.6%

      H1 2026 revenue reached €367.0 million, up 8.6% organically, with Axway up 11.7% and SBS up 5.9%. Currency movements had a negative impact of €6.2 million, mainly reflecting the stronger euro against the US dollar and British pound.

      Revenue by Type

      €m / %

      H1 2026

      H1 2025

      H1 2025

      Restated

      Total Growth

      Organic Growth

      Product revenue

      304.1

      280.0

      274.4

      8.6%

      10.8%

      Recurring revenue

      277.6

      258.0

      252.4

      7.6%

      10.0%

      o/w Maintenance & Support

      77.1

      91.5

      89.7

      -15.7%

      -14.1%

      o/w Customer-managed Subscription

      124.4

      97.7

      95.7

      27.3%

      30.0%

      o/w Upfront Revenue

      72.8

      56.4

      55.2

      29.1%

      31.9%

      o/w Recurring

      51.6

      41.3

      40.5

      24.9%

      27.6%

      o/w Own-managed Subscription

      76.1

      68.7

      67.0

      10.7%

      13.5%

      Licenses revenue

      26.5

      22.1

      22.0

      19.9%

      20.6%

      Services revenue

      62.9

      64.0

      63.5

      -1.6%

      -0.8%

      TOTAL REVENUE

      367.0

      344.0

      337.8

      6.7%

      8.6%

      Product revenue reached €304.1 million, up 10.8% organically and representing 82.9% of total revenue. Recurring revenue increased 10.0% organically to €277.6 million, equivalent to 91.3% of Product revenue.

      Axway's Product revenue reached €157.2 million, up 13.0% organically, driven by continued recurring revenue growth and sustained demand across the MFT and API Management product lines.

      SBS's Product revenue reached €147.8 million, up 8.5% organically, supported by solid momentum across its main business lines, notably Integrated Products, Financing Products, and Modular Products.

      Services revenue declined slightly to €62.9 million from

      €64.0 million in H1 2025, as the Group continued to focus on higher-value services supporting delivery and product adoption. Services represented 17.1% of Group revenue, down from 18.6%.

      ARR by Product Line

      14%

      15%

      19%

      43%

      20%

      42%

      H1'25

      24%

      23%

      18%

      20%

      27%

      26%

      H1'25

      12%

      42%

      13%

      42%



      H1'26

      Managed File Transfer B2B Integration

      API Management Specialised Products

      H1'26

      Financing Products Modular Products

      Integrated Products Banking Components

      On June 30, 2026, Axway ARR amounted to €288.7 million, up 11.2% at constant exchange rates, led by strong growth in APIM, up 18.9%, and Managed File Transfer, up 13.5%. SBS ARR

      Profit on Operating Activities

      reached €252.8 million, up 8.9% at constant exchange rates, driven by Modular Products (+13.7%), Financing Products (+12.7%) and Integrated Products (+10.5%).

      H1 2026

      H1 2025

      Change

      €m % of Rev.

      €m

      % of Rev.

      €m

      Basis Points

      Product revenue

      304.1 82.9%

      280.0

      81.4%

      +24.0

      +144

      Services revenue

      62.9 17.1%

      64.0

      18.6%

      -1.0

      -144

      Total revenue

      367.0

      344.0

      +23.0

      Total costs of revenue

      120.2

      115.9

      +4.3

      Gross profit

      246.8 67.2%

      228.1

      66.3%

      +18.7

      +95

      o/w product gross profit

      236.4 77.7%

      217.9

      77.8%

      +18.5

      -6

      o/w services gross profit

      10.4 16.6%

      10.2

      15.9%

      +0.2

      +63

      Operating expenses

      154.3 42.0%

      156.0

      45.4%

      -1.8

      -332

      o/w research & development

      90.5 24.7%

      93.2

      27.1%

      -2.7

      -243

      o/w sales & marketing

      63.7 17.4%

      62.8

      18.3%

      +0.9

      -89

      Brand Contribution

      92.5 25.2%

      72.1

      20.9%

      +20.5

      +427

      o/w general & administrative

      36.9 10.0%

      30.8

      8.9%

      +6.1

      +110

      Profit on operating activities

      55.7 15.2%

      41.3

      12.0%

      +14.4

      +317

      Net Capitalisation of R&D

      6.7 1.8%

      8.4

      2.4%

      -1.6

      -60

      in % of gross R&D

      6.9%

      8.2%

      -132

      In H1 2026, profit on operating activities increased by 34.8% to

      €55.7 million, lifting the margin by 3.2 points to 15.2%, compared with €41.3 million and 12.0% in H1 2025. This strong operating leverage was supported by revenue growth, a more favorable product mix and disciplined cost and resource management.

      Gross profit increased by 8.2% to €246.8 million, with the gross margin expanding to 67.2%, compared with 66.3% in H1 2025. Research & Development decreased by €2.7 million while Sales &

      Marketing expenses grew marginally, resulting in a strong increase in brand contribution to €92.5 million, representing 25.2% of revenue, compared with €72.1 million and 20.9% in H1 2025.

      Centrally managed G&A expenses increased to €36.9 million, compared with €30.8 million in the prior year period. This increase to 10.0% of revenue was driven by investments in Group capabilities, increased bonus accruals based on higher H1 profitability, as well as timing effects expected to normalize over the full year.

      ‌H1 2026 Net Profit‌

      Net profit more than quadrupled year-on-year, driven by higher profit on operating activities, lower other operating charges and an improved financial result.

      H1 2026

      H1 2025

      Change

      €m % of Rev.

      €m

      % of Rev.

      €m

      Basis points

      PROFIT ON OPERATING ACTIVITIES

      55.7 15.2%

      41.3

      12.0%

      14.4

      +317

      Share-based expenses

      -4.5

      -6.7

      2.1

      Amortisation of allocated intangibles

      -5.9

      -6.2

      0.2

      PROFIT FROM RECURRING OPERATIONS

      45.2 12.3%

      28.4

      8.3%

      16.8

      +405

      Other operating income and expenses

      -1.2

      -8.9

      7.7

      OPERATING PROFIT

      43.9 12.0%

      19.5

      5.7%

      24.4

      +630

      Cost of financial debt

      -6.6

      -9.0

      2.5

      Other financial income and expenses

      -2.8

      -2.2

      -0.6

      Income tax expenses

      -7.1

      -2.5

      -4.7

      NET PROFIT

      27.4 7.5%

      5.8

      1.7%

      21.6

      +577

      Earnings per share

      €0.94

      €0.20

      €0.74

      Profit from recurring operations reached €45.2 million, representing 12.3% of revenue, compared with €28.4 million and 8.3% in H1 2025. Share-based expenses decreased to

      €4.5 million from €6.7 million, reflecting the absence of the one-off adjustment to social-security provisions that affected the prior-year period following the change in French law.

      Other operating income and expenses represented a net charge of €1.2 million, compared with a net charge of €8.9 million in H1 2025. The charge for H1 2026 is mainly related to integration expenses, while the prior year included significant restructuring

      charges. As a result, operating profit reached €43.9 million, or 12.0% of revenue, compared with €19.5 million and 5.7% in the prior-year period.

      After a net financial expense of €9.4 million and an income tax charge of €7.1 million, net profit increased to €27.4 million, representing 7.5% of revenue, compared with €5.8 million and 1.7% in H1 2025. Earnings per share reached €0.94, compared with €0.20 in the prior year period.

      ‌Financial position at 30 June 2026‌

      As of June 30, 2026, 74Software maintained a strong financial position, using its cash generation to further reduce net debt while repurchasing shares.

    • Unlevered free cash flow amounted to €32.8 million, representing 8.9% of revenue, compared with €76.4 million and 22.2% in H1 2025. The year-on-year decrease mainly reflected the swing from a €55.0 million working-capital inflow in H1 2025 to a €7.8 million outflow in H1 2026, driven by strong growth in customer-managed subscriptions, an unfavorable year-on-year factoring effect and a more balanced seasonal pattern of revenue and collections, resulting in a shift in cash generation from H1 to H2. Excluding working-capital movements, operating cash flow increased to €61.8 million from €34.6 million, reflecting stronger underlying operating performance.

  • Net debt was reduced to €181.3 million, from €193.0 million on December 31, 2025. The Group's leverage ratio improved to 1.39x on June 30, 2026, compared with 1.71x on December 31, 2025, on a comparable basis under the revised definition introduced following the April 2026 refinancing. Equity increased to €577.1 million and net debt declined to 23.9% of total capital from 27.2% on June 30, 2025.

    Together with the Group's growing recurring revenue base and improving profitability, the Group's stronger financial profile supports greater visibility in international capital markets. 74Software continues to explore alternatives to improve trading liquidity in its shares. Over the first six months of 2026, average daily trading volumes on Euronext Paris more than doubled compared with the same period in 2025.

    ‌Share buy-backs‌

    As announced with its FY 2025 results, 74Software intends to repurchase up to 800,000 shares during 2026 to cover its employee long-term incentive plans. On June 30, 2026, the Group had repurchased 421,052 shares for €14.1 million, at a weighted average price of €33.43 per share, leaving up to 378,948 additional shares available for potential repurchase during the remainder of the year.

    ‌Change in the workforce‌

    On June 30, 2026, the Group employed 4,527 full-time equivalents, compared with 4,679 on June 30, 2025 and 4,571 at December 31, 2025. This evolution reflects continued resource discipline across both brands, while preserving the capabilities required for customer delivery, product development and strategic execution. Investment remained focused on cloud, automation, AI-related initiatives and selected customer-facing expertise.

    ‌2026 fiargets & Ambitions‌

    Considering the strong H1 revenue growth, significant margin expansion and increased visibility provided by its recurring revenue base, 74Software is raising its 2026 guidance.

    2026 Guidance and Medium-term ambition

    FY 2026 Updated Guidance at constant exchange rates

    Medium-term ambition

    • Organic revenue growth: 3% to 5% 4% to 6%

    • Margin on operating activities: 15% to 17% 16% to 18%

    • Unlevered free cash flow: around 10% of revenue (unchanged)

    • Revenue close to €800m and margin on operating activities ~ 20% by end-2028

    • €1bn revenue ambition over the medium term, including selective acquisitions

    ‌Main risks and uncertainties for the second half of 2026‌

    The level and nature of the risks to which the Group is exposed are unchanged on the risk factors presented on pages 41 to 56 of the 2025 Universal Registration Document.

    ‌Events after the reporting period‌

    Between 1 July 2026 and the date of the Board of Directors' meeting held on 23 July 2026, there were no other significant events likely to impact the financial statements.

    ‌Glossary - Alternative Performance Measures‌

    • Axway ARR: Annual Recurring Revenue - Expected annual billing amounts from all active maintenance and subscription agreements.

    • Brand Contribution: Contribution to profit on operating activities generated by Axway and SBS before centrally managed general and administrative expenses.

    • SBS ARR: Annual Recurring Revenue - Monthly recurring revenue (MRR) for the last month of the reporting period multiplied by 12. Where contracts are affected by seasonality or contracted volume-based elements, the last 12 months of revenue are aggregated in determining ARR. Expected recurring revenue from contracts signed but not yet active is not included in ARR.

    • NPS: Net Promoter Score - Customer satisfaction and recommendation indicator for a company.

  • Organic growth: Growth in revenue between the period under review and the prior period, restated for consolidation scope and exchange rate impacts.

  • Profit on operating activities: Profit from recurring operations adjusted for the non-cash share-based payment expense, as well as the amortization of allocated intangible assets.

  • Proforma: Proforma measures assume the acquisition of SBS happened at the beginning of the respective reporting period.

  • Restated revenue: Revenue for the prior year, adjusted for the consolidation scope and exchange rates of the current year.

  • Unlevered free cash flow: Free cash flow before exceptional items and before net interest expense.

02



‌Condensed interim consoṯidated financiaṯ statements‌

Consolidated income statement 10

Consolidated statement of cash 13

flows

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

10

Notes to the condensed 14

consolidated financial statements

11

12

Interim Financial Report 2026 ◼ 74Software 9

‌Consolidated income statement‌

(in thousands of euros)

Notes

H1 2026

H1 2025

Revenue

3 and 4

366,989

343,987

Employee costs

5.1

-218,453

-209,477

External expenses

6

-75,033

-78,627

Taxes and duties

-3,957

-5,788

Depreciation and amortisation, provisions and impairment

-14,310

-11,189

Other current operating income and expenses

429

2,378

Profit on operating activities

55,665

41,285

As a % of revenue

15.2%

12.0%

Share-based payment expense

7

-4,526

-6,652

Amortisation of allocated intangible assets

-5,945

-6,190

Profit from recurring operations

45,193

28,443

As a % of revenue

12.3%

8.3%

Other operating income and expenses

8

-1,244

-8,902

Operating profit

43,950

19,541

As a % of revenue

12.0%

5.7%

Cost of net financial debt

9.1

-6,568

-9,029

Other financial income and expenses

9.2

-2,848

-2,219

Income tax expense

10

-7,141

-2,477

Profit for the year from continuing operations

27,393

5,816

Profit for the year

27,393

5,816

As a % of revenue

7.5%

1.7%

of which attributable to non-controlling interests

11

20

of which attributable to owners of the Company

27,382

5,796

Net income per share - attributable to owners of the Company

(in euros) Notes

H1 2026

H1 2025

Basic earnings per share 11

0.94

0.20

Diluted earnings per share 11

0.91

0.19

‌Consolidated statement of comprehensive income‌

(in thousands of euros)

H1 2026

H1 2025

Consolidated profit for the year

27,393

5,816

Other comprehensive income:

Actuarial gains and losses on pension plans

2,084

-602

Tax impact

-558

156

Sub-total items that will not be reclassified subsequently to profit or loss

1,526

-447

Share attributable to non-controlling interests

7

-4

Translation adjustments

3,862

-26,068

Change in fair value of foreign exchange derivative instruments

715

-2,710

Tax effects on foreign exchange derivative instruments

-181

684

Sub-total items that may not be reclassified subsequently to profit or loss

4,404

-28,098

Total other comprehensive income, net of tax

5,929

-28,545

TOTAL COMPREHENSIVE INCOME

33,322

-22,729

of which attributable to non-controlling interests

18

17

OF WHICH ATTRIBUTABLE TO OWNERS OF THE COMPANY

33,304

-22,745

‌Consolidated statement of financial position‌

6ээс*э

(in thousands of euros) Notes

30/06/2026

31/12/2025

Goodwill 12.1

527,766

523,196

Intangible assets

134,213

133,507

Property, plant and equipment

21,656

20,093

Lease right-of-use assets 13.1

45,666

49,834

Non-current financial and other assets

17,004

17,672

Deferred tax assets

34,443

34,279

Non-current assets

780,747

778,581

Inventories and work in progress

8,076

6,872

Trade receivables and related accounts 14

308,729

279,881

Other current receivables

94,997

97,110

Cash and cash equivalents 16

65,168

49,075

Current assets

476,970

432,938

TOTAL ASSETS

1,257,717

1,211,519

Eqsi*y ank ṯiadiṯi*iсэ

(in thousands of euros) Notes

30/06/2026

31/12/2025

Share capital

59,492

59,492

Capital reserves

223,714

223,714

Consolidated and other reserves

266,485

229,471

Profit (loss) for the period

27,382

40,751

Equity - share attributable to owners of the Company

577,074

553,429

Non-controlling interests

67

55

TOTAL EQUITY 15

577,141

553,484

Financial debt - long-term portion 16 and 17

199,395

226,869

Lease liabilities - long-term portion 13.2

42,246

47,251

Deferred tax liabilities

30,135

30,047

Retirement benefits and similar commitments

31,344

32,569

Other non-current liabilities including long-term provisions

5,938

6,153

Non-current liabilities

309,058

342,889

Financial debt - short-term portion 16 and 17

47,109

15,204

Lease liabilities - short-term portion 13.2

11,587

10,606

Trade accounts payable

29,286

32,747

Deferred income 18

143,951

95,431

Other current liabilities 19

139,585

161,158

Current liabilities

371,518

315,146

TOTAL LIABILITIES

680,576

658,035

TOTAL EQUITY AND LIABILITIES

1,257,717

1,211,519

‌Consolidated statement of changes in equity‌

(in thousands of euros)

Share capital

Capital reserves

Treasury shares

Reserves and consolidated

profit

Other comprehensive

income

Attributable to:

owners of the non-controlling Company interests

Total

AT 30/06/2025

59,492

223,714

-11,062

223,275

17,245

512,665

116

512,781

Capital transactions

-

-

-

-

-

-

-

-

Share-based payments

-

-

-

2,084

-

2,084

-

2,084

Transactions in treasury shares

-

-

-91

-238

-

-329

-

-329

Ordinary dividends

-

-

-

-

-

-

-

-

Changes in scope of consolidation

-

-

-

-

-

-

-

-

Other movements

-

-

-

49

39

89

-60

28

Transactions with shareholders

-

-

-91

1,896

39

1,844

-60

1,783

Profit for the period

-

-

-

34,955

-

34,955

-9

34,946

Other comprehensive income

-

-

-

-

3,965

3,965

9

3,974

Total comprehensive income for the period

-

-

-

34,955

3,965

38,920

-1

38,920

AT 31/12/2025

59,492

223,714

-11,153

260,126

21,249

553,429

55

553,484

Capital transactions

-

-

-

-

-

-

-

-

Share-based payments

-

-

-

4,158

-

4,158

-

4,158

Transactions in treasury shares

-

-

-9,050

-5,052

-

-14,102

-

-14,102

Ordinary dividends

-

-

-

-

-

-

-

-

Changes in scope of consolidation

-

-

-

-

-

-

-

-

Other movements

-

-

-

297

-12

285

-6

279

Transactions with shareholders

-

-

-9,050

-597

-12

-9,659

-6

-9,665

Profit for the period

-

-

-

27,382

-

27,382

11

27,393

Other comprehensive income

-

-

-

-

5,922

5,922

7

5,929

Total comprehensive income for the period

-

-

-

27,382

5,922

33,304

18

33,322

AT 30/06/2026

59,492

223,714

-20,203

286,911

27,160

577,074

67

577,141

‌Consolidated statement of cash flows‌

(in thousands of euros)

Notes

H1 2026

H1 2025

Consolidated profit (including share attributable to non-controlling interests)

27,393

5,816

Net charges to depreciation, amortisation and provisions

18,395

16,694

Unrealised gains and losses relating to changes in fair value

-199

1,634

Share-based payment expense

7

4,155

4,497

Gains and losses on disposal

1,447

455

Cash from operations after cost of net financial debt and tax

51,191

29,096

Cost of net financial debt

9.1

6,568

9,029

Income tax expense (including deferred tax)

10

7,141

2,477

Cash from operations before cost of net financial debt and tax (A)

64,900

40,602

Tax paid (B)

-3,150

-5,962

Changes to operating working capital requirements (including liabilities related to employee benefits) (C)

-7,812

55,000

Net cash from operating activities (D) = (A + B + C)

53,938

89,640

Purchases of intangible assets and PP&E

-13,085

-14,849

Proceeds from sale of intangible assets and PP&E

19

-7

Impact of changes in the scope of consolidation

12

-

-

Change in loans and advances granted

-467

94

Other cash flows from investing activities

490

589

Net cash from (used in) investing activities (E)

-13,043

-14,173

Proceeds from the exercise of stock options

-

-

Purchases and proceeds from disposal of treasury shares

7

-14,113

-2,489

Dividends paid to shareholders of the parent company

-

-

Proceeds from borrowings

16

234,008

-

Repayment of borrowings

16

-240,374

-42,296

Change in lease liabilities

13

-8,698

-7,281

Net interest paid (including finance leases)

-5,375

-7,799

Other cash flows relating to financing activities

-519

1,798

Net cash from (used in) financing activities (F)

-35,073

-58,067

Effect of foreign exchange rate changes (G)

359

-1,359

Effect of changes in accounting policy (G)

-

172

Net change in cash and cash equivalents (D + E + F + G)

6,182

16,212

Opening cash position

48,260

40,381

Closing cash position

54,441

56,593

The closing cash position is equal to Cash and cash equivalents less bank overdrafts.

‌Notes to the condensed consolidated financial statements‌

‌Contents

Contents

14

Note 1 Accounting policies 15

Note 2 Key events and scope of consolidation 16

Notes to the consolidated income statement

17

Note 3 Segment reporting 17

Note 4 Revenue 19

Note 5 Employee costs 20

Note 6 Purchases and external expenses 21

Note 7 Share-based and similar payment expenses 21

Note 8 Other operating income and expenses 22

Note 9 Financial income and expense 22

Notes to the consolidated statement of financial

24

position

Note 12 Goodwill 24

Note 13 Leases 25

Note 14 Trade receivables and related accounts 25

Note 15 Equity 26

Note 16 Financial debt - Net debt 27

Note 17 Change in net debt 28

Note 18 Current deferred income 29

Note 19 Other current liabilities 30

Other information

31

Note 10

Income tax expense

23

Note 20

Related-party transactions

31

Note 11

Earnings per share

23

Note 21

Off-balance-sheet commitments and contingent liabilities

31

Note 22

Exceptional events and legal disputes

32

Note 23

Events after the reporting period

32

‌ Note 1 Accounting policies‌

The condensed interim consolidated financial statements for the half-year ended 30 June 2026, together with the accompanying notes, were prepared under the responsibility of the Board of Directors and approved at its meeting of 23 July 2026.

  1. Basis of preparation of the condensed interim consolidated financial statements

    The consolidated financial statements for the half-year ended 30 June 2026 were prepared in accordance with IAS 34, Interim Financial Reporting, the IFRS published by the IASB (International Accounting Standards Board) and adopted by the European Union. This standard is available on the European Commission website:

    http://ec.europa.eu/finance/company-reporting/ifrs-financial-statements/index_en.htm

    The accounting policies underlying the preparation of the condensed interim consolidated financial statements for the half year ended 30 June 2026 are identical to those adopted for

    the consolidated financial statements for the year ended 31 December 2025 and described in Chapter 5, Note 1 of the

    2025 Universal Registration Document filed on 24 March 2026 with the French Financial Markets Authority (AMF) under no. D. 26-0134 and available on the Company's website at https://www.74software.com/investor-relations, except for the new standards and interpretations applicable from 1 January 2026 and presented in Note 1.2.

    These condensed interim consolidated financial statements are presented in thousands of euros, unless indicated otherwise.

  2. Application of new standards and interpretations

    The new standards, amendments to existing standards and interpretations adopted by the European Union and of mandatory application in fiscal years beginning on or after

    1 January 2026 consist of the amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments.

    These amendments have no impact on the condensed interim consolidated financial statements and no disclosures are therefore provided in the notes to the consolidated financial statements.

  3. Impact of IFRS 18, "Presentation and disclosure in financial statements"

    IFRS 18, Presentation and Disclosure in Financial Statements, was published by the IASB in April 2024 and will replace IAS 1 and introduce a new structure for the income statement based on standardised categories (Operating, Investing, Financing), as well as enhanced guidance governing the use of Management Performance Measures (MPMs).

    The standard will be of mandatory application from 1 January 2027. The Group does not intend to early adopt the standard at this stage.

    In H1 2026, the Group continued the work launched in 2025 to assess the consequences of this standard on the presentation of its consolidated financial statements, focusing primarily on:

    • the future structure of the consolidated income statement;

    • the identification of potential reclassifications between the Operating, Investment and Financing categories;

    • the analysis of performance measures likely to be classified as MPM;

    • the impacts on the Statement of cash flows

    • additional disclosures to be provided in the notes.

At this stage, the analyses conducted confirm that the main expected effects concern the presentation of the financial statements and required disclosures, with no expected impact on the Group's economic performance, financial position or equity.

The work carried out during the half year identified certain items currently presented in net financial income that will need to be classified in the Operating category. These items relate in particular to research tax credit financing costs, certain foreign exchange effects related to operating activities and other financial income and expenses directly related to the Group's current operations.

In addition, pursuant to IFRS 18, share-based payment expenses (IFRS 2), amortisation of intangible assets recognised in business combinations, and other operating income and expenses would continue to be included in operating income.

The Group is also continuing work on the performance measures used in its financial reporting. Several measures currently monitored by Management are being analysed in light of IFRS 18 provisions relating to Management Performance Measures (MPM). No final decision has been made at this stage on which measures will be presented as MPMs when the standard is first applied. Where applicable, these measures will be formally defined and reconciled with corresponding IFRS subtotals.

Lastly, the Group continues to assess the potential consequences of the standard on the presentation of the Statement of cash flows and the disclosures to be provided in the notes.

‌ Note 2 Key events and scope of consolidation‌

  1. Strengthening and refinancing of Group borrowings

    2.f.f TEU CW ank TEU MfiT pmogmammcs

    On 5 March 2026, the Group established its first public negotiable debt programmes, comprising:

    • a Negotiable European Commercial Paper (NEU CP) programme with a maximum amount of €200 million;

    • a Negotiable European Medium Term Note (NEU MTN) programme with a maximum amount of €100 million.

      Both programmes were established in accordance with French regulations applicable to negotiable debt securities and are registered with the Bank of France, allowing the Group to access short- and medium-term debt markets.

      This transaction forms part of the Group's strategy to diversify its financing sources and aims to strengthen its financial flexibility and its ability to access capital markets.

      1. Rcfimnancmng ofi dank dommowmngs

        On 22 April 2026, the Group finalised the refinancing of its syndicated bank borrowings.

        This involved the repayment of existing financing:

        • a €125 million revolving credit facility ("RCF") maturing in 2027;

        • an €80 million Term Loan B maturing in 2027;

        • a €120 million amortising Term Loan A maturing in 2029. These facilities were refinanced through:

        • a new €180 million revolving credit facility, maturing in 2031,

          with two extension options;

        • a new €230 million amortising term loan, maturing in 2031.

      The refinancing was executed with the Group's existing banking pool and the participation of a new relationship bank.

      Following this transaction, the average maturity of the Group's financial debt increased significantly from approximately

      1.6 years to 4.5 years.

      The refinancing was also accompanied by an update to the Group's banking documentation, including particularly:

      • the harmonisation of the conditions applicable to the various financing facilities;

      • greater flexibility for external growth transactions;

      • a revised leverage ratio definition aligned with current market practice.

        Pursuant to IFRS 9, the Group analysed this transaction and concluded that it constituted an extinguishment of existing financial liabilities followed by the recognition of new financial liabilities.

        Accordingly:

      • the refinanced borrowings were derecognised;

      • the unamortised transaction costs associated with the refinanced borrowings were immediately expensed to net financial income;

      • the costs directly attributable to the new financing were recognised as a deduction from the relevant financial liabilities and will be amortised over the term of the financing in accordance with the amortised cost method.

      The impact of extinguishing the existing financing is presented in other financial expenses (see Note 9.2).

      At 30 June 2026, the Group complies with all applicable financial covenants and has significant headroom compared to the contractual thresholds provided for in the banking documentation.

  2. Changes in the scope of consolidation

a. Dcconsoṯmka"ck cn"m"mcs

Field Solutions Limited in the United Kingdom was liquidated in the first half of 2026.

d. Tcwṯy-consoṯmka"ck cn"m"mcs

No entities entered the scope of consolidation in the first half of 2026.

‌Notes to the consolidated income statement‌

‌ Note 3 Segment reporting‌

Pursuant to IFRS 8, the operating segments correspond to the components of the Group whose results are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated and assess its performance.

The Group adapted its management model from 1 January to further strengthen the accountability of the brand leadership teams.

In this context, the Chief Operating Decision Maker now primarily assesses operating sector performance based on the Brand Contribution.

Brand Contribution corresponds to the net profit generated by each brand after taking into account gross profit, research and development expenses and marketing expenses directly attributable to the relevant brand, but before Group general and administrative expenses.

General and administrative expenses are monitored separately at Corporate level and are no longer allocated to the brands. The Group's two operating segments remain Axway and SBS.

The information presented below reflects the performance measures used by the CODM to manage the Group's operations.

  1. Revenue by business line

    6xway

    (in thousands of euros)

    H1 2026

    H1 2025

    Product revenue

    157,226 90.1%

    143,286 89.1%

    Recurring revenue

    152,313 87.2%

    141,591 88.1%

    o/w Maintenance & support

    17,941 10.3%

    27,248 16.9%

    o/w Customer-managed Subscription

    103,151 59.1%

    86,981 54.1%

    o/w Upfront Revenue

    62,222 35.6%

    51,800 32.2%

    o/w Recurring Revenue

    40,929 23.4%

    35,181 21.9%

    o/w Own-managed Subscription

    31,222 17.9%

    27,362 17.0%

    License revenue

    4,913 2.8%

    1,696 1.1%

    Services revenue

    17,369 9.9%

    17,484 10.9%

    TOTAL AXWAY REVENUE

    174,595 100%

    160,771 100%

    In H1 2026, Customer-Managed Subscription contracts generated upfront revenue of €62.2 million recognised on the signature of these contracts, up 20.1% on the first half of 2025 (€51.8 million).

    SBS

    (in thousands of euros)

    H1 2026

    H1 2025

    Product revenue

    147,752 76.4%

    137,702 74.8%

    Recurring revenue

    126,201 65.3%

    117,323 63.7%

    o/w Maintenance & support

    59,151 30.6%

    64,231 34.9%

    o/w Customer-managed Subscription

    22,211 11.5%

    11,720 6.4%

    o/w Upfront Revenue

    10,570 5.5%

    4,600 2.5%

    o/w Recurring Revenue

    11,641 6.0%

    7,120 3.9%

    o/w Own-managed Subscription

    44,838 23.2%

    41,372 22.5%

    License revenue

    21,551 11.1%

    20,379 11.1%

    Services revenue

    45,566 23.6%

    46,474 25.2%

    TOTAL SBS REVENUE

    193,318 100%

    184,176 100%

    7hSofi"wamc

    (in millions of euros)

    H1 2026

    H1 2025

    Group

    adjust- 74S Axway SBS ments published

    Group

    adjust- 74S Axway SBS ments published

    Product revenue

    157 148 -1 304

    143 138 -1 280

    Recurring revenue

    152 126 -1 278

    142 117 -1 258

    o/w Maintenance & support

    18 59 - 77

    27 64 - 91

    o/w Customer-managed Subscription

    103 22 -1 124

    87 12 - 99

    o/w Upfront Revenue

    62 11 - 73

    52 5 - 56

    o/w Recurring Revenue

    41 12 -1 52

    35 7 -1 41

    o/w Own-managed Subscription

    31 45 - 76

    27 41 -1 68

    License revenue

    5 22 - 26

    2 20 - 22

    Services revenue

    17 46 - 63

    17 46 - 64

    TOTAL 74SOFTWARE REVENUE

    175 193 -1 367

    161 184 -1 344

    The Group's main clients do not account for more than 10% of revenue individually. 74Software's dependency on its main clients is low.

  2. Revenue by region

    6xway

    (in thousands of euros)

    H1 2026

    H1 2025

    Europe

    85,220 48.8%

    78,150 48.6%

    of which France

    41,412 23.7%

    35,666 22.2%

    of which UK

    7,195 4.1%

    6,869 4.3%

    Americas

    74,230 42.5%

    67,040 41.7%

    of which United States

    67,952 38.9%

    60,800 37.8%

    Middle East & Africa

    3,278 1.9%

    2,702 1.7%

    Asia & Pacific

    11,868 6.8%

    12,878 8.0%

    TOTAL AXWAY REVENUE

    174,595 100%

    160,771 100%

    SBS

    (in thousands of euros)

    H1 2026

    H1 2025

    Europe

    138,546 71.7%

    130,911 71.1%

    of which France

    64,296 33.3%

    64,673 35.1%

    of which UK

    45,481 23.5%

    39,918 21.7%

    Americas

    5,103 2.6%

    6,270 3.4%

    of which United States

    4,468 2.3%

    5,243 2.8%

    Middle East & Africa

    44,211 22.9%

    40,430 22.0%

    Asia & Pacific

    5,458 2.8%

    6,565 3.6%

    TOTAL SBS REVENUE

    193,318 100%

    184,176 100%

    7hSofi"wamc

    (in millions of euros)

    H1 2026 H1 2025

    Axway SBS Group adjustments 74S published Axway SBS

    Group adjustments

    74S

    published

    Europe

    of which France of which UK

    Americas

    of which United States

    Middle East & Africa Asia & Pacific

    TOTAL AXWAY & SBS REVENUE

    85 139 -1 223 78 131 -1 208

    41 64 -1 105 36 65 -1 99

    7 45 - 53 7 40 - 47

    74 5 - 79 67 6 - 73

    68 4 - 72 61 5 - 67

    3 44 - 47 3 40 - 43

    12 5 - 17 13 7 - 19

    175 193 -1 367 161 184 -1 344

  3. Segment results

6xway

(in thousands of euros)

H1 2026

H1 2025

Revenue

174,595

100%

160,771

100%

Gross profit

135,160

77.4%

120,478

74.9%

Brand contribution

62,238

35.6%

44,833

27.9%

SBS

(in thousands of euros)

H1 2026

H1 2025

Revenue

193,318

100%

184,176

100%

Gross profit

111,627

57.7%

107,579

58.4%

Brand contribution

30,295

15.7%

27,220

14.8%

7hSofi"wamc

(in millions of euros)

H1 2026

H1 2025

Axway

SBS

Corporate

74S

published

Axway

SBS

Corporate

74S

published

Revenue

175

193

-1

367

161

184

-1

344

Gross profit

135

112

-

247

120

108

-

228

Brand contribution

62

30

-

93

45

27

-

72

Corporate expenses

-37

-37

-31

-31

PROFIT ON OPERATING ACTIVITIES

56

41

‌ Note 4 Revenue‌

  1. Revenue by business line

    The breakdown by business line is presented in Note 3.1 "Revenue by business line".

  2. Revenue by geographical area

The breakdown by region is presented in Note 3.2 "Revenue by region".

‌ Note 5 Employee costs‌

  1. Breakdown of employee costs

    (in thousands of euros)

    H1 2026

    H1 2025

    Salaries

    167,793

    162,470

    Social security contributions

    53,380

    50,298

    Research tax credits

    -5,087

    -4,383

    Employee profit-sharing

    1,856

    952

    Net expense for post-employment and similar benefit obligations

    510

    140

    TOTAL EMPLOYEE COSTS

    218,453

    209,477

    Employee costs represent 59.5% of H1 2026 revenue, down on H1 2025 (60.9%).

    They increased 6.9% at constant exchange rates. The average number of employees decreased from 4,710 at 30 June 2025 to 4,547 at 30 June 2026.

    Research tax credits total €5.1 million at 30 June 2026, up

    €0.7 million, and comprise €2.4 million for Axway and

    €2.7 million for SBS.

    Axway expensed Research & Development expenditure of €29.8 million in H1 2026 (17.1% of revenue), compared to €32.6 million in H1 2025 (20.3% of revenue).

    SBS R&D expenditure totalled €60.7 million (31.4% of revenue), compared to €60.6 million in H1 2025 (32.9% of revenue).

    For the entire Group scope, R&D expenditure totalled €90.5 million, representing 24.7% of first-half revenue. Finally, SBS capitalised development expenses of €8.8 million in H1 2026, compared to €9.2 million in H1 2025.

  2. Workforce

Number of employees at 30 June

H1 2026

H1 2025

Europe

2,903

3,001

of which France

1,453

1,498

of which UK

435

470

Americas

340

370

of which United States

318

328

Middle East & Africa

446

439

Asia & Pacific

838

869

of which India

800

822

TOTAL

4,527

4,679

Average number of employees

H1 2026

H1 2025

Europe

2,933

3,036

of which France

1,466

1,493

of which UK

451

490

Americas

350

369

of which United States

325

343

Middle East & Africa

434

438

Asia & Pacific

830

867

of which India

792

814

TOTAL

4,547

4,710

‌ Note 6 Purchases and external expenses‌

(in thousands of euros)

H1 2026

H1 2025

Purchases of subcontracting services

31,026

35,146

Purchases not for inventory of equipment and supplies

903

1,955

Purchases and change in stock of merchandise

1,898

2,163

TOTAL PURCHASES

33,826

39,264

SBS purchases totalled €19.9 million in the first half of 2026, down year-on-year in line with the scheduled gradual termination of subcontracting contracts with Sopra Stéria Group as part of the integration of SBS.

Axway purchases totalled €13.9 million and are stable on the first half of 2025.

Purchases of subcontracting services mainly comprise cloud hosting costs supporting the growth of the Subscription activity.

(in thousands of euros)

H1 2026

H1 2025

Rent and rental charges

10,764

11,967

Lease expenses - IFRS 16 adjustment

-7,272

-7,699

Maintenance and repairs

11,917

8,455

External personnel

155

468

Remuneration of intermediaries and fees

6,578

4,760

Advertising and public relations

2,708

3,473

Travel and entertainment

7,406

7,062

Telecommunications

915

874

Sundry

8,037

10,002

TOTAL EXTERNAL EXPENSES

41,207

39,363

‌ Note 7 Share-based and similar payment expenses‌

A new free share grant plan was set up by the Group in H1 2026. On 25 February 2026, the Board of Directors approved the "LTI PLAN ONE" plan involving the grant of 340,600 shares, including 49,000 shares to the Chief Executive Officer, Patrick Donovan, and the Deputy Chief Executive Officer, Eric Bierry. The plan will vest between February 2026 and March 2029 and includes presence and performance conditions.

The features of other current plans are described in Note 5.4 of Chapter 5 "Consolidated financial statements" of the 2025 Universal Registration Document.

Expenses relating to free performance share grant plans totalled €4.5 million in H1 2026, including employer social security contributions of €0.4 million.

The decrease in employer social security contributions (-€1.8 million) is mainly due to the higher social security contribution rate in France and the change in the share price observed at 30 June 2025.

The April 2023 "LTI PLAN WINNING" free share grant plan was settled on 31 March 2026, with the presentation of 267,167 treasury shares to the Axway Leadership team, members of the Executive Committee and other individuals considered key for the Group. 30,000 treasury shares were presented to the Chief Executive Officer, Patrick Donovan.

‌ Note 8 Other operating income and expenses‌

(in thousands of euros)

H1 2026

H1 2025

Expenses related to business combinations (fees, commission, etc.)

88

190

Net restructuring and reorganisation costs

-65

8,863

Other operating income and expenses

1,221

-152

TOTAL

1,244

8,902

In the first half of 2026, 74Software performed material non-current transactions representing a total expense of €1.2 million and primarily comprising Workday Cloud implementation costs.

‌ Note 9 Financial income and expense‌

  1. Cost of net financial debt

    (in thousands of euros)

    H1 2026

    H1 2025

    Income from cash management

    -322

    -160

    Interest expense

    5,519

    -7,384

    Cost of net financial debt

    5,196

    7,544

    Net interest on lease liabilities

    1,371

    1,486

    TOTAL COST OF NET FINANCIAL DEBT

    6,568

    9,029

    On 22 April 2026, the Group refinanced its bank borrowings with the arrangement of new credit facilities to replace existing financing.

    Following an analysis, the Group concluded that this transaction constituted an extinguishment of existing financial liabilities within the meaning of IFRS 9, followed by the recognition of new financial liabilities. The unamortised transaction costs associated with the refinanced borrowings were immediately expensed to net financial income under "Other financial expenses".

    The costs directly attributable to the implementation of the new financing facilities were recognised as a deduction from the relevant financial liabilities and will be amortised over the term of the financing in accordance with the amortised cost method.

    The Group cost of net financial debt primarily reflects interest on bank financing and lease liabilities, as well as income generated by cash investments.

    In addition, the discounting of the DXchange earn-out represented a financial expense of €0.1 million in the period.

  2. Other financial income and expenses

(in thousands of euros)

H1 2026

H1 2025

Foreign exchange gains and losses

-2,136

1,229

Reversal of provisions

340

5

Other financial income

-87

-179

Total foreign exchange gains/losses and other financial income

-1,883

1,056

Charges to provisions

153

-0

Discounting of retirement benefit commitments

502

448

Other financial expenses

4,077

715

Total other financial expense

4,732

1,163

TOTAL OTHER FINANCIAL INCOME & EXPENSES

2,848

2,219

Other financial expenses mainly comprise unamortised transaction costs associated with the financing repaid early as part of the bank refinancing secured on 22 April 2026, expensed during the period (€3.0 million). They also include research tax credit financing costs of €0.6 million in H1 2026.

‌ Note 10 Income tax expense‌

(in thousands of euros)

H1 2026

H1 2025

Current tax

7,361

1,885

Deferred tax

-221

592

TOTAL INCOME TAX EXPENSE

7,141

2,477

The Group effective tax rate is 20.68% in H1 2026, compared to 29.87% in H1 2025 and 23.07% in fiscal year 2025.

Deferred tax assets relating to tax losses carried forward are recognised if it is probable that future taxable profits will be available to enable their offset.

At 30 June 2026, capitalised tax losses are similar in amount to 31 December 2025.

74Software SA

Tax losses recognised in France are capitalised in the amount of €89.0 million, representing a total deferred tax asset of

€23.0 million.

Axway Inc.

Tax losses recognised in the United States are capitalised in the amount of €81.8 million (US$93.1 million), representing a total deferred tax asset of €17.2 million.

SBS Software SA

At 30 June 2026, no deferred tax assets are recognised in respect of SBS Software SA tax losses.

Other subsidiaries

The Group did not capitalise any additional tax losses at 30 June 2026 compared to 31 December 2025.

International tax reform - Pillar 2

74Software Group falls within the scope of the OECD Pillar 2 rules to introduce a minimum level of taxation of 15% in each jurisdiction. 74Software Group is impacted by this tax reform through its holding company Sopra GMT whose consolidated revenue exceeds €750 million.

Five jurisdictions (United States, Ireland, Luxembourg, Tunisia and Switzerland) did not meet the "Safe Harbour" tests for fiscal year 2024, and a detailed GloBE income calculation was therefore performed for these jurisdictions. The calculations based on 2024 data were finalised at 30 June 2026 and did not reveal any significant top-up tax for the Group.

Based on the analyses performed at 30 June 2026, the Group has not identified any significant Pillar 2 impact on its consolidated financial statements.

In accordance with the amendments to IAS 12, the Group applied the mandatory temporary exception to the accounting for deferred taxes arising from Pillar 2. No deferred tax is therefore recognised in respect of these rules.

‌ Note 11 Earnings per share‌

(in euros)

H1 2026

H1 2025

Net income - attributable to owners of the Company

27,381,891

5,795,908

Weighted average number of ordinary shares outstanding

29,746,194

29,746,194

Weighted average number of treasury shares

676,882

559,874

Weighted average number of ordinary shares outstanding

29,069,312

29,186,320

BASIC EARNINGS PER SHARE

0.94

0.20

(in euros)

H1 2026

H1 2025

Net income - attributable to owners of the Company

27,381,891

5,795,908

Weighted average number of ordinary shares outstanding

29,069,312

29,186,320

Weighted average number of securities taken into account in respect of dilutive items

892,749

861,366

Weighted average number of shares taken into account to calculate diluted earnings per share

29,962,061

30,047,686

DILUTED EARNINGS PER SHARE

0.91

0.19

‌Notes to the consolidated statement of financial position‌

‌ Note 12 Goodwill‌

  1. Changes in goodwill

    Movements in the first half of the year were as follows:

    (in thousands of euros)

    01/01/2026

    Adjustments

    on business Translation Other Acquisitions combinations Disposals Impairment adjustments movements

    30/06/2026

    Axway

    287,742

    -

    -

    -

    -

    4,569

    -

    292,312

    SBS

    235,454

    -

    -

    -

    -

    -

    -

    235,454

    TOTAL

    523,196

    -

    -

    -

    -

    4,569

    -

    527,766

  2. Impairment tests

In accordance with IAS 36, the Group has considered the latest economic information available at the interim reporting date. Uncertainties related to US trade tensions and tariff policy could indirectly impact some of the markets where the Group operates.

At this stage, no specific indications of impairment loss have been identified for the Group's cash-generating units (CGUs) in relation to these tariff risks.

Nevertheless, the Group is closely monitoring developments in the political and economic environment and reserves the right to reassess the recoverable amount of its assets in the event of a significant change in macroeconomic conditions during the second half of the year.

At 30 June 2026, the revenue and operating financial performance of each of these CGUs are in line with Management expectations.

In the absence of any indication of impairment loss in the first half of 2026, the Group did not perform any impairment tests at 30 June 2026.

At 30 June 2026, the Group's market capitalisation on NYSE Euronext was €1,059 million (i.e. €1,038 million after 2% estimated disposal costs), above the Group's consolidated equity of €577 million at the same date.

It is recalled that impairment tests conducted at 31 December 2025 using a discounted cash flow approach produced the following valuations:

  • Axway CGU: €1,035 million;

  • SBS CGU: €605 million.

Sensitivity analyses were performed assuming a change in the WACC of ±1%, instead of the usual change of ±0.5%. These alternative scenarios did not lead to the recognition of an impairment loss on intangible assets.

‌ Note 13 Leases‌

  1. Lease right-of-use asset by category

    (in thousands of euros)

    Leased properties

    Leased vehicles

    Leased IT facilities

    Total

    Gross value

    31 December 2025

    74,643

    8,393

    8,570

    91,605

    Change in scope of consolidation

    -

    -

    -

    -

    Acquisitions

    1,537

    633

    1,011

    3,181

    Disposals - assets scrapped

    -2,084

    -1,082

    -

    -3,166

    Other movements

    -

    41

    -

    41

    Translation adjustments

    464

    -4

    -

    460

    30 JUNE 2026

    74,559

    7,981

    9,581

    92,121

    Depreciation

    31 December 2025

    -29,521

    -4,619

    -7,632

    -41,771

    Change in scope of consolidation

    -

    -

    -

    -

    Charges

    -4,254

    -996

    -705

    -5,955

    Disposals - assets scrapped

    521

    1,024

    -

    1,545

    Other movements

    -

    38

    -

    38

    Translation adjustments

    -311

    -

    -

    -312

    30 JUNE 2026

    -33,565

    -4,553

    -8,337

    -46,455

    Net value

    31 December 2025

    45,122

    3,774

    938

    49,834

    30 JUNE 2026

    40,994

    3,428

    1,244

    45,666

  2. Debt maturity of lease liabilities

(in thousands of euros)

Carrying amount

Current

Non-current

Breakdown of non-current liabilities

1 to 2 years

2 to 3 years

3 to 4 years

4 to 5 years

More than 5 years

LEASE LIABILITIES

53,833

11,587

42,246

10,167

8,291

6,869

6,668

10,251

‌ Note 14 firade receivables and related accounts‌

(in thousands of euros)

30/06/2026

31/12/2025

Trade receivables and related accounts

103,454

118,713

Provision for doubtful receivables

-17,315

-14,743

Trade receivables - net value

86,140

103,970

Customer contract assets

222,589

175,911

TOTAL TRADE RECEIVABLES AND RELATED ACCOUNTS

308,729

279,881

DSO (Days Sales Outstanding) calculated based on total "Trade receivables and related accounts" is 145 days at 30 June 2026, up on the end of 2025 (135 days).

Axway's DSO is 175 days. DSO is high due to the "Customer-Managed" business model, where 50% of the contract is recognised immediately ("upfront fees") while collection is spread over the contract's multi-year term. It is important to note that Axway's receivables schedule shows a high level of collection.

The decrease in Trade Receivables was due to more favourable seasonality of collections during the half year.

SBS's DSO is 117 days at 30 June 2026, mainly due to a different invoicing model from that used by Axway, less exposed to Customer-Managed contracts.

Factoring agreement covering trade receivables

At 30 June 2026, assigned trade receivables totalled

€15 million, representing a 6-day reduction in DSO.

At 30 June 2025, assigned trade receivables totalled

€12.5 million.

Ma"smm"y ofi "makc mcccmuadṯcs

Maturity of Axway trade receivables

Of which: not Of which: not impaired at the reporting date but past due as follows

(in thousands

of euros)

Carrying amount

past due at the reporting date

less than

30 days

between 30

and 60 days

between 61

and 90 days

between 91 and

180 days

between 181

and 360 days

more than

360 days

Trade receivables

39,431

23,198

7,169

3,754

1,209

2,893

478

731

Maturity of SBS trade receivables

Of which: not Of which: not impaired at the reporting date but past due as follows

(in thousands

of euros)

Carrying amount

past due at the reporting date

less than

30 days

between 30

and 60 days

between 61

and 90 days

between 91 and

180 days

between 181

and 360 days

more than

360 days

Trade receivables

64,023

24,361

3,796

7,979

2,461

11,033

1,619

12,774

A material share of receivables past due more than one year concern customers in the Middle-East and Africa region where recovery periods are historically longer, mainly due to administrative constraints and foreign exchange restrictions in some countries. These receivables are closely monitored and are not considered to be impaired as long as their recovery is judged probable.

‌ Note 15 Equity‌

  1. Changes in the share capital

    At 31 December 2025, the share capital stood at €59,492,388, and comprised 29,746,194 fully paid-up shares with a par value of

    €2.00 each.

    At 30 June 2026, the share capital stood at €59,492,388, and comprised 29,746,194 fully paid-up shares with a par value of €2.00 each.

  2. Dividends

    The 74Software SA General Meeting held on 19 May 2026 to approve the 2025 financial statements, decided not to distribute a dividend.

  3. Transactions in treasury shares

At 30 June 2026, treasury shares with a value of €20.4 million are deducted from consolidated equity. They comprise 663,477 shares, including 649,002 shares acquired by 74Software for delivery as share-based payments and 14,475 shares held under the market-making agreement.

‌ Note 16 Financial debt - Net debt‌

  1. Cost of net financial debt

    Net debt is €181.3 million at 30 June 2026, compared to €193.0 million at 31 December 2025 and breaks down as follows:

    (in thousands of euros)

    Current

    Non- current

    30/06/2026

    31/12/2025

    Bank borrowings

    30,854

    198,237

    229,091

    238,335

    Other financial debt

    15,431

    1,159

    16,590

    2,985

    Bank overdrafts

    101

    -

    101

    43

    Financial debt

    46,385

    199,396

    245,781

    241,363

    Cash equivalents

    -21,172

    -

    -21,172

    -6,130

    Cash

    -43,273

    -

    -43,273

    -42,236

    NET DEBT

    -18,060

    199,396

    181,336

    192,997

    Rcconcmṯma"mon wm"h "hc S"a"cmcn" ofi cash fiṯows

    Opening bank borrowings

    238,335

    284,897

    Cash flow movements

    234,008

    -

    -240,374

    -47,461

    Non-cash movements

    -2,878

    900

    Closing bank borrowings

    229,091

    238,335

    • Proceeds from borrowings

    • Repayment of borrowings

    f6.f.f Bank dommowmngs

    The refinancing of bank borrowings is presented in Note 2.1.2 "Refinancing of bank borrowings". At 30 June 2026, bank borrowings total €229.1 million.

    f6.f.2 Rcuoṯumng Cmckm" Facmṯm"y (RCF)

    The refinancing of bank borrowings is presented in Note 2.1.2 "Refinancing of bank borrowings".

    At 30 June 2026, €180 million of the multi-currency revolving credit facility (RCF) remained available, representing a utilisation rate of zero.

    f6.f.3 TEU Commcmcmaṯ Wapcm (TEU CW) ank TEU Mckmsm ficmm To"c (MfiT) pmogmammcs

    The set-up of the public negotiable debt programmes is presented in Note 2.1.1 NEU CP and NEU MTN programmes. At 30 June 2026, the Group has one €10 million NEU CP programme outstanding.

    f6.f.h Fmnancmaṯ kcd" mcṯa"mng "o "hc camn-os"

    In addition, the Group recognised a debt of €2.4 million in respect of the variable earn-out payable to the seller of DXchange in India.

  2. Banking covenants

    The financial covenants are met at 30 June 2026.

    Following the refinancing secured on 22 April 2026, financial covenants are calculated in accordance with the definitions set out in the new banking documentation. The ratios presented at 31 December 2025 are not, therefore, directly comparable with the ratios at 30 June 2026.

    (in thousands of euros)

    30/06/2026

    31/12/2025

    Net debt

    181,336

    192,997

    R1 < 3.00

    Consolidated EBITDA

    130,789

    100,417

    Leverage Ratio: Net debt

    Consolidated EBITDA

    1.39

    1.92

    Net debt

    181,336

    192,997

    R3 < 1.00

    Equity

    577,141

    553,484

    Gearing Ratio: Net debt

    Equity

    0.31

    0.35

    Relevant debt outstandings total €230 million and no objective evidence suggests that the Group will be unable to comply with the covenants.

    Two financial ratios, calculated using the published consolidated financial statements, on a 12-month sliding basis, must be met under the covenants:

    • "net debt/consolidated EBITDA" ratio below 3.00 throughout the term of the loan;

      • "net debt/equity" ratio below 1.00 throughout the term of the loan;

      • Net debt for the purposes of calculating these ratios does not include IFRS 16 lease liabilities;

      • 74Software consolidated EBITDA is calculated over twelve rolling months.

  3. Financial risk management: interest rate risk

The Group hedges part of its interest rate risk on its Term Loan by entering into a series of caps and floors designated as cash flow hedges.

At 30 June 2026, 74Software had hedged a nominal amount of

€70 million, with a fair value impact of €0.3 million, recorded in other comprehensive income.

‌ Note 17 Change in net debt‌

(in thousands of euros)

30/06/2026

31/12/2025

NET DEBT AT THE BEGINNING OF THE PERIOD (A)

192,997

250,308

Cash from operations after cost of net financial debt and tax

51,191

82,545

Cost of net financial debt

6,568

16,675

Income tax expense (including deferred tax)

7,141

12,227

Cash from operations before cost of net financial debt and tax

64,900

111,447

Income taxes paid

-3,150

-11,583

Changes in working capital requirements

-7,812

11,001

Net cash from operating activities

53,938

110,864

Change related to investing activity

-13,066

-26,806

Lease payments

-8,698

-14,763

Net interest paid

-5,375

-13,947

Available net cash flow

26,799

55,348

Impact of changes in the scope of consolidation

-

20

Financial investments

-467

-523

Dividends

-

-

Share capital increase for cash

-

-

Purchase and proceeds from disposal of treasury shares

-14,113

-2,531

Other changes

-916

5,902

TOTAL NET CHANGE DURING THE PERIOD (B)

11,302

58,217

Impact of changes in exchange rates

359

-906

NET DEBT AT THE END OF THE PERIOD (A - B)

181,336

192,997

Unlevered FCF

74Software

74Software

(in thousands of euros) 30/06/2026 31/12/2025

Available net cash flow

26,799

55,348

Net interest paid

5,375

13,947

Reorganisation and restructuring costs paid

617

11,141

Unlevered FCF

32,791

80,437

The Group reported a strong performance in H1 2026, combining EBITDA of €69.2 million with an increase in working capital requirements (WCR) of €7.8 million.

The change in Axway WCR represented a net cash outflow of

€10.0 million, a deterioration of €35.6 million year-on-year.

The change in SBS WCR represented a net cash inflow of

€2.2 million, down on the H1 2025 inflow of €29.4 million. The collection of subscription invoices is spread over a longer period than for maintenance invoices which follow the calendar year.

Cash inflows are traditionally higher in the first half of the year than the second half. This is due to the collection of invoices for the renewal of maintenance and subscription contracts generating significant cash inflows at the beginning of the year.

The trade receivables factoring programme and tax credit financing facility helped optimise WCR in the amount of

€15.0 million and €5.1 million, respectively, in line with 30 June 2025 (€12.5 million and €4.3 million) .

Axway free cash flow (FCF) amounted to €19.9 million, down on

€44.1 million in H1 2025. SBS FCF is €6.9 million at 30 June 2026, compared to €15.6 million one year previously.

No dividends were paid during the period.

Taking into account net interest paid (€5.4 million) and restructuring costs (€0.6 million), 74Software generated unlevered free cash flow of €32.8 million in H1 2026, representing 8.9% of revenue. The Group expects Unlevered FCF of around 10% of revenue at 31 December 2026.

Net debt was €181.3 million at 30 June 2026.

‌ Note 18 Current deferred income‌

(in thousands of euros)

30/06/2026

31/12/2025

Customer contract liabilities

143,951

95,431

TOTAL CURRENT CUSTOMER CONTRACT LIABILITIES

143,951

95,431

Current deferred income, representing customer contract liabilities, is presented in Note 7.6 to the 2025 Universal Registration Document. Movements reflect:

  • the recognition of prior-year deferred income in revenue;

  • the transfer of prior-year non-current deferred income to current deferred income;

  • the emergence of new liabilities as a result of services invoiced but not yet fulfilled.

    To avoid the overstatement of asset and liability accounts, deferred income concerning trigger events after 1 January (1 January 2026 for this period) and the corresponding trade receivables not settled at the previous reporting date

    (31 December 2025) were offset in the balance sheet at 31 December 2025. There was no offset at 30 June.

    Some current customer contract liabilities at 31 December 2025 were recognised in revenue in the first half of 2026.

    Compared to 31 December 2025, current deferred income increased mainly due to the reverse offsetting of deferred income at 30 June 2026 and the signature of Axway Managed subscription contracts.

    In addition, SBS's business model, comprising a significant share of Maintenance activity, ensures significant advance customer cash receipts during the first half of 2026.

    ‌ Note 19 Other current liabilities‌

    (in thousands of euros)

    30/06/2026

    31/12/2025

    Amounts payable on non-current assets

    61

    -12

    Advances and payments on account received for orders

    493

    81

    Employee-related liabilities

    78,645

    95,777

    Tax-related liabilities

    35,318

    31,993

    Income tax

    16,261

    23,789

    Other liabilities

    8,808

    9,530

    TOTAL OTHER CURRENT LIABILITIES

    139,585

    161,158

    The decrease in Employee-related liabilities is due to the seasonal nature of commission and bonuses provided at 31 December 2025, which exceed those provided at 30 June 2026.

    ‌Other information‌

    ‌ Note 20 Related-party transactions‌

    Agreements entered into with parties related to the 74Sotware Group were identified in Chapter 4.2 "Regulated agreements and assessment of everyday transactions" in 74Software's 2025 Universal Registration Document, filed with the French Financial Markets Authority (AMF) on 24 March 2026, under no. D. 26-0134 and available on the Company's website at https://www.74software.com/investor-relations. The 74Software 2025 Universal Registration Document also includes the Statutory Auditors' report on regulated agreements.

    To date, excluding those agreements described in the 2025 Universal Registration Document, to the best of the Company's knowledge, there were no new 74Software Group related-party agreements in H1 2026 likely to have a material impact on the Company's financial position or results during the period.

    ‌ Note 21 Off-balance-sheet commitments and contingent liabilities‌

    The Revolving Credit Facility is a confirmed liquidity line

    NEU CP and NEU MTN programme

    On 5 March 2026, the Group established Negotiable European Commercial Paper (NEU CP) and Negotiable European Medium Term Note (NEU MTN) programmes, allowing the Group to access short- and medium-term capital markets.

    https://www.74software.com/NEUCP_NEU MTN

    The following amounts are the authorised issue ceilings for these programmes and are not necessarily the amounts issued at the period end.

  • €200 million short-term NEU CP programme;

  • €100 million medium-term NEU MTN programme.

    Refinancing

    On 22 April 2026, the Group agreed new bank documentation as part of the refinancing of its financial debt.

    https://www.74software.com/refinancing

    The main financing facilities available at 30 June 2026 are:

  • a new €180 million revolving credit facility, maturing in 2031, with two extension options; and

  • a new €230 million amortising term loan, maturing in 2031.

available to the Group and may be used to finance general business needs, external growth transactions and temporary cash requirements.

All of these arrangements contribute to diversifying the Group's sources of financing and strengthening its financial flexibility.

Financial covenants

The new bank facilities are subject to compliance with customary market financial commitments.

Two financial ratios must be met under these covenants:

  • "net debt/consolidated EBITDA" ratio below 3.00 throughout the term of the loan;

  • "net debt/equity" ratio below 1.0 throughout the term of the loan;

At 30 June 2026, the Group complies with all applicable financial commitments and has significant headroom compared to contractual thresholds.

With the exception of these agreements, commitments have not significantly changed since 31 December 2025.

‌ Note 22 Exceptional events and legal disputes‌

To the best of the Group's knowledge, and notwithstanding the information provided herein, at the date of this report, no disputes or litigation known or ongoing are likely to have a significant negative impact on the Group's financial position.

‌ Note 23 Events after the reporting period‌

There were no significant events likely to impact the financial statements between 1 July 2026 and the Board of Directors' meeting on 23 July 2026.

‌Statutory Auditorsʼ report on the interim financial statements‌

This is a translation into English of the Statutory Auditors' report on the interim financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your General Meeting and pursuant to Article L. 451-1-2 III of the French Monetary and Financial Code (code monétaire et financier), we have:

  • conducted a limited review of the accompanying condensed interim consolidated financial statements of 74Software for the period from 1 January to 30 June 2026;

  • verified the information provided in the half-year management report.

These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our limited review.

  1. Conclusion on the financial statements

    We conducted our limited review in accordance with the professional standards applicable in France.

    A limited review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.

    Based on our limited review, nothing has come to our attention that causes us to believe that these condensed interim consolidated financial statements are not prepared in all material respects in accordance with IAS 34, as adopted by the European Union applicable to interim financial information.

  2. Specific verification

We have also verified the information presented in the half-year management report commenting on the condensed interim consolidated financial statements that were the subject of our limited review.

We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.

The Statutory Auditors

Forvis Mazars SA

Levallois-Perret, 28 July 2026

ACA Nexia

Paris, 28 July 2026

Jérôme Neyret Partner

Olivier Juramie Partner

‌Declaration by the person responsible for the interim financial report‌

"I declare that, to the best of my knowledge, the condensed interim consolidated financial statements for the half-year ended have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position, and profit or loss of the 74Software Group and of all the entities included in the scope of consolidation, and that this Interim financial report provides a fair review of the significant events that occurred in the first six months of the fiscal year and their impact on the financial statements, and of the main transactions between related parties, as well as a description of the main risks and uncertainties for the remaining six months of the fiscal year."

Paris La Défense, 28 July 2026

Patrick Donovan

Chief Executive Officer

‌74Software

Société Anonyme with a share capital of €59,492,388 Registered office: PAE Les Glaisins, Annecy-le-Vieux, 74940 Annecy France

433 977 980 R.C.S. Annecy France

Design and production: Ruban Blanc https://www.rubanblanc.fr

Photo credits: Getty Images



‌Mission-Critical Software for a Data-Driven World

74Software is home for leading brands with mission-critical enterprise applications and infrastructure software serving a growing range of markets and geographies

- each with their own identities and value propositions.

FRANCE

Tour Trinity

1 bis Place de La Défense 92400 Courbevoie - France Tel. +33 (0) 1.47.17.24.24

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16220 N Scottsdale Road, Suite 500

Scottsdale, AZ 85254

Tel: +1.480.627.1800

WWW.74SOFTWARE.COM