Ad Pepper Media International N.v.XETR: APM

Quarterly report Q1 2026

· Issued by Ad Pepper Media International N.v.

FIRST QUARTER

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 31 MARCH 2026

2026

SELECTED GROUP KEY FIGURES

Q1 2026

kEUR

Q1 2025*

kEUR

Change

in percent

Gross sales

32,091

15,337

>100

Revenue

18,727

3,534

>100

Gross profit

9,713

3,495

>100

EBIT

732

-205

<-100

EBITDA

1,531

-84

<-100

Net profit/(loss) for the period

450

-126

<-100

Earnings per share for continuing operations in EUR (basic)

0.01

-0.01

<-100

*Prior year figures reflect continuing operations only and do not include the discontinued segment ad agents.

31/3/2026

kEUR

31/3/2025

kEUR

Change

in percent

Cash and cash equivalents

27,606

20,055

38

Equity

38,960

20,498

90

Total assets

69,240

40,594

71

No. of employees

315

202

56

CONTENTS

The ad pepper share 6

Interim Management Report 8

The structure of the ad pepper Group 8

General information about this management report 12

Macroeconomic framework 13

Earnings, financial and net asset position 16

Research and development activities 17

Employees 18

Risk and opportunity report 18

Outlook 19

Interim Consolidated Financial Statements (IFRS) 20

Consolidated income statement 20

Consolidated statement of comprehensive income 22

Consolidated statement of financial position 24

Consolidated statement of cash flows 28

Consolidated statement of changes in equity 32

Selected explanatory notes 36

Additional Information 48

Financial calendar 48

Investor contact 48

Imprint 49

‌

KEY FIGURES AT A GLANCE‌

Key data on the ad pepper share

Security Identification Number (WKN) 940883 ISIN NL0000238145

Type of share Ordinary bearer shares

Stock market segment (Frankfurt Stock Exchange) Prime Standard Initial public offering 9 October 2000

Designated Sponsor Pareto Securities

Capital stock (EUR) 1,274,922

No. of shares 25,498,439

Sector Advertising

Share price performance over the past twelve months (XETRA)

4.00

3.50

3.00

2.50

2.00

1.50 A M J J A S O N D J F M

Key share figures

Q1 2026

Q1 2025

Shareholder structure as at 31/3/2026

Number of shares

Shareholding

XETRA closing price at end of period (EUR)

2.74

2.56

in percent

Highest price (EUR)

3.08

2.66

Michael Oschmann

10,260,809

40.24

Lowest price (EUR)

2.68

1.93

N.R. Rentrop

1,781,108

6.99

Market capitalisation at end of period (EUR)

69.9m

59.3m

Treasury shares

1,168,628

4.58

Average no. of shares traded (XETRA) per day

9,794

8,126

Subtotal

13,210,545

51.81

Earnings per share (basic) (EUR)

0.01

-0.01

Free float

12,287,894

48.19

Net cash per share* (EUR)

1.10

0.88

Total

25,498,439

100.0

*(liquid funds - long-term debt)/number of shares outstanding

‌

THE STRUCTURE OF THE AD PEPPER GROUP‌‌

ad pepper media International N.V. is the holding company of one of Europe's leading international groups specialising in digital performance marketing. The Group combines a pan-European network of companies focused on data-driven and technology-enabled marketing solutions. AI-driven operations and automated processes are embedded across all services, making innovation a key driver of the Group's development. Founded in 1999, ad pepper media International N.V. has been listed in the Prime Standard of the Frankfurt Stock Exchange since 2000.

With eleven offices across Europe, including Germany, Italy, France, Spain, Switzerland, Poland, the United Kingdom and the Netherlands, the ad pepper Group develops performance marketing and technology solutions for its clients.

The Group operates in a dynamic digital commerce environment characterised by continued growth in consumer spending and advertising investment. Digital advertising channels, including e-commerce, price comparison portals, affiliate marketing, social media, search, video and AI-enabled solutions alongside traditional display formats, continue to gain market share.

The Group provides services to large corporations and leading SMEs across Europe and beyond. Its clients primarily operate in sectors such as e-commerce and consumer goods, financial and insurance services, telecommunications and IT, travel and other future-oriented industries. The Group focuses on long-term client relationships and has worked with some partners for almost two decades.

The Company focuses on long-term value creation through organic growth in its existing businesses while also evaluating value-accretive acquisition opportunities.

The holding company is responsible for strategic direction, knowledge transfer between the segments and the Group's overall governance, including financing and liquidity management. Each business unit maintains its own culture, client base, product portfolio and regional focus while both segments provide performance-based solutions. Advertisers therefore only pay for measurable results, including completed actions. Common performance marketing models include CPM, cost per mille, CPC, cost per click, CPO, cost per order, CPL, cost per lead and CPA, cost per acquisition.

The ad pepper Group also offers a broad range of services, including consulting and strategy development for the use of digital technologies, the design and execution of digital marketing and communication solutions as well as consulting on digital media strategies, technologies and tools. Digital processes and real-time data analysis are central to the Group's operations.

Success in digital marketing requires capabilities that extend beyond optimising media allocation and managing campaigns across channels. As a result, the ad pepper Group increasingly competes in certain areas with established strategy and IT consultancies offering digital marketing services.

Today, the ad pepper Group is structured into two reporting segments, each operating independently in the market and in close cooperation with the holding company:

  • solute, digital commerce and price-comparison platform
  • Webgains, affiliate marketing network


Affiliate marketing network France / Germany / Italy / Netherlands / Poland / Spain / UK Digital commerce and price comparison platform

Germany

The segments of the ad pepper Group

solute, headquartered in Karlsruhe, is a provider of digital commerce and price-comparison solutions with a focus on technology-based performance marketing. Through its proprietary brands billiger.de, shopping.de and juhuu. at, the company provides consumers with product and pricing information while supporting retailers and partners in increasing visibility, reach and conversion performance.

billiger.de is a leading price-comparison platform in Germany, providing access to millions of products, shops and prices. In addition, solute operates a B2B performance network connecting advertisers and publishers through data-driven technologies, real-time analytics and automated campaign optimisation.

With several thousand listed merchants, solute has a strong market presence in Germany. Its operations are supported by quality standards designed to ensure data integrity, pricing accuracy and system stability. Automated validation processes, continuous monitoring and technology-based anomaly detection support reliable platform operations and product data quality.

solute's technology infrastructure is based on a modular architecture and built largely on a modern Python-based technology stack. This enables flexible integrations as well as the use of machine-learning and AI applications. On this basis, solute maintains high system availability and manages activities across multiple channels.

AI and automation are used across areas including content production, campaign management, data enrichment, price accuracy and product matching, supporting operational efficiency and scalability.

Since May 2025, solute has been majority owned by the ad pepper Group and complements the Group's portfolio with technology and data-driven solutions in digital advertising and digital commerce.

In July 2025, solute acquired Checkout Charlie, an international affiliate marketing publisher operating voucher and cashback portals such as Sparwelt.de, Gutscheine.de and shopmate.eu as well as white-label platforms in partnership with media brands including ntv.de, nzz.ch and 20min.ch.

Offices: Karlsruhe / Berlin

Webgains has been part of the ad pepper Group since 2006. Today, the affiliate network serves more than 1,800 clients worldwide, from start-ups to global brands, across more than 170 markets. In developing local and international campaigns, Webgains combines a strong publisher network with the expertise of more than 100 specialists with extensive market knowledge. In 2023, Webgains became the world's first certified B Corp affiliate network, combining globally aligned standards with high-performance operations.

The Webgains platform integrates AI-driven tools to optimise affiliate partnerships and campaign performance. One of its core features, Discover, uses machine learning to match brands with suitable partners from a network of more than 250,000 vetted publishers and influencers.

The current strategy focuses on a service-driven and performance-differ-entiated approach. Through continued investment in talent and technology, Webgains combines human expertise with AI-enabled processes to support scalable international campaigns. Clients benefit from high standards of data security and near real-time performance reporting.

From the 2026 financial year onwards, the previously separately reported ad pepper business has been fully integrated into Webgains. ad pepper specialises in lead generation and audience-focused performance marketing and supports international campaigns in more than 50 countries worldwide.

‌Its proprietary iLead platform enables the rapid deployment of market-specific campaigns and has supported more than 30,000 campaigns and the generation of millions of qualified leads worldwide.‌‌

Offices: Nuremberg / Madrid / Bristol / London / Paris / Milan / Amsterdam / Warsaw GENERAL INFORMATION ABOUT THIS MANAGEMENT REPORT

Definitions

All mentions of "ad pepper media International N.V.", "ad pepper Group" or the "Group" in this management report relate to the ad pepper Group.

This management report contains forward-looking statements and information based on the beliefs of and assumptions made by our management using information currently available to them. We have based these forward-look-ing statements on our current expectations, assumptions, and projections about future conditions and events. As a result, our forward-looking statements and information are subject to uncertainties and risks, many of which are beyond our control. If one or more of these uncertainties or risks materialise, or if the management's underlying assumptions prove incorrect, our actual results could differ materially from those described in or inferred from our forward-looking statements and information. We describe these risks and uncertainties in the risk report of our Annual Report 2025.

The words "aim", "anticipate", "assume", "believe", "continue", "could", "counting on", "is confident", "estimate", "expect", "forecast", "guidance", "in-tend", "may", "might", "outlook", "plan", "project", "predict", "seek", "should", "strategy", "want", "will", "would" and similar expressions as they relate to us are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date specified or the date of this report. Unless we are required to do so by law, we accept no obligation to publicly update or revise

any forward-looking statements due to new information, changed conditions, or any other future events that had not existed before the publication of this report.

Internal control system

Revenue and profits (EBIT, EBITDA, gross profit) are some of the parameters that the ad pepper Group analyses monthly and compares with the original business plan to control and monitor the development of individual subsidiaries. In addition, further key performance indicators are calculated each month for control purposes and are used within all the operating companies of the ad pepper Group. External indicators are also regularly analysed for company management purposes. In addition, weekly jour fixes as well as regular shareholder meetings are held with the individual subsidiaries.

MACROECONOMIC FRAMEWORK

According to the latest outlook published by the Kiel Institute, the German economy is gradually regaining momentum. The main impetus is expected to come from expansionary fiscal policy. However, a broad-based recovery remains unlikely, as structural weaknesses, most notably the marked loss of competitiveness, continue to weigh on economic activity. There are still few signs that companies intend to significantly expand investment or employment. Additional headwinds may arise from geopolitical tensions in the Middle East, which have contributed to a noticeable increase in commodity prices.

Against this backdrop, the Kiel Institute expects GDP to grow by 0.8 percent this year, slightly below its winter forecast of 1.0 percent. For 2027, GDP growth is forecast at 1.4 percent, compared with 1.3 percent in the winter forecast. Inflation is expected to rise more sharply than previously anticipated, reaching 2.5 percent this year due to higher energy prices, compared with

1.8 percent in the winter forecast.

Regarding the global economy, the Kiel Institute states that it remained robust in 2025 despite trade conflicts and increased uncertainty, entering the new year with solid momentum. However, geopolitical tensions in the Middle East now

pose a risk to energy supplies, with potentially serious consequences for economic activity. Overall, and unchanged from its December forecast, the Institute expects global output to grow by 3.1 percent this year and 3.2 percent next year. Given the uncertainty surrounding developments in the Middle East, the Kiel Institute sees a significant risk of a marked slowdown in the global economy.

Digital Advertising Market Europe & Germany, Review of Q1 2026 and Outlook

The European digital advertising market continued its growth trajectory during the first quarter of 2026 Market analysts continue to expect further growth over the coming quarters, particularly within measurable and commerce-driven advertising environments.

Compared with the prior-year period, advertising budgets continue to shift towards data-driven and conversion-oriented advertising models. Dentsu forecasts further investment in automated campaign management, AI-driven optimisation and digital commerce strategies with direct revenue attribution.

The European e-commerce market remained a key growth driver during the first quarter of 2026. In Germany, the German E-commerce and Distance Selling Trade Association (bevh) reported that online retail sales increased by approximately

3.6 percent year-on-year in Q1 2026, reaching around EUR 20.4 billion.

Within this environment, price comparison platforms continue to gain strategic relevance. Statista studies indicate increasing use of comparison-based shopping environments as consumers seek transparent pricing and directly comparable offers. At the same time, rising competition within e-commerce and the fragmentation of digital shopping channels are strengthening the importance of data-driven price comparison models.

As a result, price comparison platforms are evolving from pure traffic suppliers into conversion-oriented commerce platforms with high purchase intent and direct proximity to conversion.

Affiliate marketing also continued to develop positively during the first quarter of 2026. According to the German Association for the Digital Economy (BVDW), companies are increasingly investing in measurable and lower-risk advertising models with direct revenue attribution.. Growth continues to be supported by retail media partnerships, improved attribution technologies and the integration of price comparison and commerce models into digital advertising strategies.

Artificial intelligence is simultaneously developing into a central efficiency driver within the European digital advertising market. Eurostat data show that more than one third of companies using AI technologies in Europe already apply artificial intelligence to marketing and sales processes.

AI adoption is growing particularly strongly in campaign automation, audience analysis, product recommendation systems, pricing optimisation and feed optimisation. Retail media, shopping platforms and price comparison portals currently represent some of the advertising environments with the highest levels of AI integration.

For the coming quarters, market analysts expect continued growth within measurable and commerce-driven advertising environments. According to forecasts published by Dentsu and IAB Europe, retail media, price comparison platforms, affiliate marketing and AI-driven advertising solutions are expected to remain among the key strategic growth areas across Europe and Germany.

Sources: IAB Europe AdEx Benchmark Report 2024, Dentsu Global Ad Spend Forecast 2025, Ecommerce Europe European E-commerce Report, bevh Q1 2026 Market Data, HDE Online Monitor, Eurostat Digital Economy and AI Reports, Statista Consumer Shopping Behaviour Europe, Reuters reporting on Google Shopping and the Digital Markets Act, BVDW Affiliate Trend Reports

‌

EARNINGS, FINANCIAL AND NET ASSET POSITION‌‌

Earnings position

The Group generated revenue of EUR 18,727k (Q1 2025: EUR 3,534k), corresponding to a sixfold increase in revenue from operating continuing activities.

The solute segment, which has been consolidated since 1 May 2025, generated revenue of EUR 14,770k in the first quarter, and EBITDA of EUR 1,454k. Revenue increased by around 6 percent year-on-year, while EBITDA rose by around 70 percent over the same period (both on a pro forma basis). solute therefore remains the Group's main revenue and earnings driver.

The Webgains segment, which includes for the first time the activities previously reported under "ad pepper", achieved dynamic growth of 12 percent compared to the prior-year quarter, totalling EUR 3,958k (Q1 2025: EUR 3,534k). Segment EBITDA increased by about 60 percent to EUR 739k (Q1 2025: EUR 461k).

At Group level, taking into account the admin segment, the first quarter delivered a strong EBITDA of EUR 1,531k (Q1 2025: EUR -84k).

Financial position

Gross cash flow amounted to EUR 1,652k (Q1 2025: EUR -87k) and is particu-lary driven by the strong EBITDA in the first quarter of 2026, which also resulted in an improved cash flow from operating activities of EUR -2,332k as against EUR -4,064k for the first three months of 2025. Changes in working capital remained with EUR -3,917k at the same level like in prior years first quarter (Q1 2025: EUR -4,163k).

Cash inflow for investing activities amounted to EUR 2,719k (Q1 2025: EUR

-48k) and includes mainly the remaining payment received of EUR 3,150k for the ad agents sale.

Cash flow from financing activities amounted to EUR -121k in the first quarter 2026 (Q1 2025: EUR -85k) and consists of cash outflow for leasing payments

amounting to EUR 180k made in conjunction with capitalised right-of-use assets (Q1 2025: EUR 85k) and received cash from the exercise of stock options amounting to EUR 59k (Q1 2025: EUR 0k).

Net asset position

Total assets decreased by EUR 7,776k to EUR 69,240k compared with 31 December 2025 (EUR 75,295k). The decrease was mainly due to lower trade receivables by EUR 3,202k and lower other financial assets, which decreased by the payment of the remaining ad agents sales price of EUR 3,150k. The decrease in total liabilities to was mainly driven by lower trade payables of EUR 5,874k and bonus payments made in the first quarter of 2026. The Group still has no liabilities to banks.

Total equity stands at EUR 38,960k (31 December 2025: EUR 38,311k). The equity ratio increased to 56 percent (31 December 2025: 51 percent).

RESEARCH AND DEVELOPMENT ACTIVITIES

Research and development largely comprise activities in the solute and webgains segment. During the first quarter 2026 the Group had capitalised development expenditure of EUR 100k (Q1 2025: EUR 0k) in the Webgains segment and EUR 30k (Q1 2025: EUR 0k).

‌

EMPLOYEES‌‌‌

As at 31 March 2026, the ad pepper Group had 315 employees, as against a total of 202 employees at the end of the equivalent period in the previous year. The workforce of the ad pepper Group is assigned to the following segments:

31/3/2026

31/3/2025

Number

Number

Solute

189

0

Webgains

110

111

ad agents

0

77

Administration

16

14

OUTLOOK

In the light of the fact that the first three months of the year mark the best first quarter in the Group's history, and despite macroeconomic and geopolitical challenges, we remain confident in our operational strenght also for the three quarters ahead of us. Having said that, the ad pepper Group expects full-year EBITDA in a range between EUR 6.5 million and EUR 7.5 million, meaning that 2026 is likely to represent another record year.

Nuremberg, 20 May 2026

ad pepper media International N.V.

Dr Jens Körner, CEO

RISK AND OPPORTUNITY REPORT

There have been no material changes in the opportunity and risk situation of ad pepper media International N.V. compared with the information provided in the Annual Report as at 31 December 2025. Reference is therefore made to the information presented in the management report for the 2025 financial year.

‌CONSOLIDATED INCOME STATEMENT‌‌

Q1 2026

Q1 2025*

kEUR

kEUR

Gross sales¹

32,091

15,337

Media cost²

-13,364

-11,804

Revenue3

18,727

3,534

Cost of sales

-9,014

-38

Gross profit

9,713

3,495

Selling and marketing expenses

-5,924

-2,280

General and administrative expenses

-3,024

-1,416

Other operating income

115

122

Other operating expenses

-148

-125

Operating profit/(loss)

732

-205

Financial income

38

42

Financial expenses

-25

-12

Income/(loss) before taxes

746

-175

Income taxes

-295

-28

Net profit/(loss) from continuing operations

450

-203

Net profit/(loss) from discontinued operations

0

77

Net profit

450

-126

Attributable to shareholders of the parent company

155

-186

Attributable to non-controlling interests

295

60

Basic earnings per share on net income for the year

attributable to shareholders of the parent company (EUR)

0.01

-0.01

Diluted earnings per share on net income for the year

attributable to shareholders of the parent company (EUR)

0.01

-0.01

No. of shares

No. of shares

Weighted average number of shares outstanding (basic)

24,298,918

21,956,846

Weighted average number of shares outstanding (diluted)

24,543,213

21,956,846

*Prior year figures reflect continuing operations only. Earnings from the discontinued operations are presented in the separate line.

  1. Gross sales represents the total amount billed and billable to clients by the Group, net of discounts, VAT and other sales-related taxes. Disclosure of gross revenue information is not required under IFRS; however, it is voluntarily disclosed in the Consolidated Income Statement since management has concluded that the information is useful for users of the financial statements.

  2. Media costs relate to payments made to suppliers of ad inventory (commonly referred to as media buys and publishers). Disclosure of media cost information is not required under IFRS; however, it is voluntarily disclosed in the Consolidated Income Statement since management has concluded that the information is useful for users of the financial statements.

  3. Revenue is defined pursuant to IFRS 15.

‌CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME‌

Q1 2026

Q1 2025

kEUR

kEUR

Net profit/(loss)

450

-126

Items of other comprehensive income that may be reclassified subsequently to profit or loss

Currency translation differences

10

-21

Subtotal of items of other comprehensive income that may be reclassified subsequently to profit or loss

10

-21

Total comprehensive income

460

-147

Attributable to non-controlling interests

295

60

Attributable to shareholders of the parent company

165

-207

‌CONSOLIDATED STATEMENT OF FINANCIAL POSITION - ASSETS‌

31/3/2026

kEUR

31/12/2025

kEUR

Non-current assets

Intangible assets

18,277

18,557

Property, plant, and equipment

1,048

955

Right-of-use assets

1,399

1,583

Other financial assets

202

671

Deferred tax assets

288

288

Total non-current assets

21,214

22,055

Current assets

Trade receivables

18,914

22,116

Other receivables

939

710

Income tax receivables

327

325

Other financial assets

240

2,760

Cash and cash equivalents

27,606

27,330

Total current assets

48,026

53,241

Total assets

69,240

75,295

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION - EQUITY AND LIABILITIES

31/3/2026

kEUR

31/12/2025

kEUR

Equity attributable to shareholders of the parent company

Issued capital*

1,275

1,275

Share premium

72,473

72,473

Legal reserves

-1,361

-1,371

Other reserves

-44,473

-47,755

Net profit for the period

155

3,093

Equity attributable to shareholders of the parent company

28,069

27,715

Non-controlling interests

10,891

10,596

Total equity

38,960

38,311

Non-current liabilities

Other liabilities

769

980

Deferred tax liabilities

4,740

4,887

Total non-current liabilities

5,509

5,867

Current liabilities

Trade payables

16,299

22,173

Contract liabilities

139

57

Other liabilities

2,130

2,049

Other financial liabilities

5,401

6,345

Income tax liabilities

802

493

Total current liabilities

24,771

31,117

Total liabilities

30,280

36,984

Total equity and liabilities

69,240

75,295

*The authorised share capital amounts to EUR 4,000,000 divided into 80,000,000 shares with a par value of EUR 0.05 each, of which 25,498,439 are issued and 24,329,811 shares were

floating at 31 March 2026 (31 December 2025: 21,951,116).

‌

CONSOLIDATED STATEMENT OF CASH FLOWS - 1 / 2‌

1/1 - 31/3/2026

1/1 - 31/3/2025*

kEUR

kEUR

Net profit/(loss) from continuing operations

450

-203

Net profit from discontinued operations

0

77

Adjustments for:

Depreciation and amortisation

799

120

Share-based compensation

80

41

Other financial income

-14

-26

Income taxes

295

71

Income from the release of accrued liabilities

-90

-155

Other non-cash expenses and income

104

65

Gross cash flow

1,652

-87

Working capital changes:

Change in trade receivables

3,075

1,824

Change in other assets

-432

-216

Change in trade payables

-5,813

-4,602

Change in other liabilities

-747

-1,169

Net cash flow from working capital changes

-3,917

-4,163

Income taxes received

33

194

Income tax paid

-5

-26

Interest received

36

34

Interest paid

-131

-16

Net cash flow from/(used in) operating activities - continuing operations

-2,332

-4,064

Net cash flow from/(used in) operating activities - discontinued operations

0

161

Net cash flow from/(used in) operation activities

-2,332

-3,903

*Prior year figures reflect continuing operations only. Earnings from the discontinued operations are presented in the separate line.

CONSOLIDATED STATEMENT OF CASH FLOWS - 2 / 2

1/1 - 31/3/2026 1/1 - 31/3/2025

kEUR kEUR

Investing activities

Purchase of intangible assets and property, plant, and equipment

-431

-48

Payments received from the disposal of the ad agents segment

3,150

0

Net cash flow from/(used in) investing activities - continuing operations

2,719

-48

Net cash flow from/(used in) investing activities - discontinued operations

0

-6

Net cash flow from/(used in) investing activities

2,719

-54

Financing activities

Proceeds from exercise of share options

59

0

Payment of lease liabilities

-180

-85

Net cash flow from/ (used in) financing activities - continuing operations

-121

-85

Net cash flow from/ (used in) financing activities - discontinued operations

0

-37

Net cash flow from/ (used in) financing activities

-121

-122

Net decrease/increase in cash and cash equivalents

267

-4,079

Cash and cash equivalents at beginning of period

27,330

24,155

Effect of exchange rates on cash and cash equivalents

10

-21

Cash and cash equivalents at end of period

27,606

20,055

‌

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2026‌

Other comprehensive income

Balance at 1/1/2026

Appropriation of profit/(loss)

Profit/(loss) for the period

Other comprehensive

income

Total comprehensive

income

Share based

payment

Exercise of stock options

Issuance of

shares

Balance at 31/3/2026

Issued capital (kEUR)

1,275

0

0

0

0

0

0

0

1,275

Share premium (kEUR)

72,473

0

0

0

0

0

0

0

72,473

Legal reserves

Currency translation basis of preparation differences (kEUR)

-1,371

0

0

10

10

0

0

0

-1,361

Subtotal legal reserves

-1,371

0

0

10

10

0

0

0

-1,361

Other reserves (kEUR)

Treasury reserve (kEUR)

-6,110

0

0

0

0

0

109

0

-6,001

For employee stock option plans (kEUR)

3,246

0

0

0

0

80

0

0

3,326

Other reserves (kEUR)

-2,111

0

0

0

0

0

0

0

-2,111

Accumulated deficit (kEUR)

-42,779

3,093

0

0

0

0

0

0

-39,686

Subtotal other reserves

-47,755

3,093

0

0

0

80

109

0

-44,473

Profit/(loss) for the period

3,093

-3,093

155

0

155

0

0

0

155

Equity attributable to shareholders of the parent company (kEUR)

27,715

0

155

10

165

80

109

0

28,069

Non-controlling interests (kEUR)

10,596

0

295

0

295

0

0

0

10,891

Total equity (kEUR)

38,311

0

450

10

460

80

109

0

38,960

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2025

Other comprehensive income

Balance at 1/1/2025

Appropriation of profit/(loss)

Profit/(loss) for

the period

Other comprehensive

income

Total comprehensive

income

Share based

payment

Issuance of

shares

Balance at 31/3/2025

Issued capital (kEUR)

1,160

0

0

0

0

0

0

1,160

Share premium (kEUR)

67,149

0

0

0

0

0

0

67,149

Legal reserves

Currency translation basis of preparation differences (kEUR)

-1,216

0

0

-21

-21

0

0

-1,237

Subtotal legal reserves

-1,216

0

0

-21

-21

0

0

-1,237

Other reserves (kEUR)

Treasury reserve (kEUR)

-6,138

0

0

0

0

0

28*

-6,110

For employee stock option plans (kEUR)

3,167

0

0

0

0

13

0

3,180

Other reserves (kEUR)

-1,633

0

0

0

0

0

0

-1,633

Accumulated deficit (kEUR)

-44,854

2,074

0

0

0

0

0

-42,780

Subtotal other reserves

-49,458

2,074

0

0

0

13

28

-47,342

Profit/(loss) for the period

2,074

-2,074

-186

0

0

0

0

-186

Equity attributable to shareholders of the parent company (kEUR)

19,709

0

-186

-21

-207

13

28

19,544

Non-controlling interests (kEUR)

894

0

60

0

60

0

0

954

Total equity (kEUR)

20,603

0

-126

-21

-147

13

28

20,498

*In conjunction with the exercise of stock options.

‌

SELECTED EXPLANATORY NOTES‌

Consolidated segment information (IFRS)

Q1 2026

solute

Webgains

admin

Intersegment elimination

Group

kEUR

kEUR

kEUR

kEUR

kEUR

Gross sales

14,770

17,321

84

-84

32,091

Revenue

14,770

3,958

84

-84

18,727

Thereof external

14,770

3,958

0

0

18,727

Thereof intersegment

0

0

84

-84

0

Gross profit

5,847

3,866

84

-84

9,713

Expenses (including cost of sales) and other income

-13,996

-3,296

-787

84

-17,995

Thereof external

-13,996

-3,212

-787

0

-17,995

Thereof intersegment

0

-84

0

84

0

Thereof depreciation and amortisation

-680

-77

-41

0

-798

Thereof other non-cash expenses

-55

-72

0

0

-127

Thereof other non-cash income

0

113

0

0

113

EBITDA

1,454

739

-662

0

1,531

Operating profit/(loss)

774

662

-703

0

732

Financial income

14

4

20

0

38

Financial expenses

-13

-8

-4

0

-25

Income taxes

-222

-74

0

0

-296

Net income/(loss) for the period

552

585

-687

0

450

Consolidated segment information (IFRS)

Q1 2025

solute

Webgains*

admin

Intersegment elimination

Group

kEUR

kEUR

kEUR

kEUR

kEUR

Gross sales

0

15,337

0

0

15,337

Revenue

0

3,534

47

-47

3,534

Thereof external

0

3,534

0

0

3,534

Thereof intersegment

0

0

47

-47

0

Gross profit

0

3,495

47

-47

3,495

Expenses (including cost of sales) and other income

0

-3,159

-626

47

-3,738

Thereof external

0

-3,112

-626

0

-3,738

Thereof intersegment

0

-47

0

47

0

Thereof depreciation and amortisation

0

-86

-35

0

-121

Thereof other non-cash expenses

0

-108

0

0

-108

Thereof other non-cash income

0

192

8

0

200

EBITDA

0

461

-545

0

-84

Operating profit/(loss)

0

375

-580

0

-205

Financial income

0

8

35

0

43

Financial expenses

0

-12

0

0

-12

Income taxes

0

-28

0

0

-28

Net income/(loss) for the period

0

342

-545

0

-203

*For comparison reasons prior year figures of the ad pepper segment were included in the Webgains segment and are presented according to the new segment aggregation.

  1. Basis for the preparation of the Interim Financial Statements

    The current condensed interim consolidated financial statements of ad pepper media International N.V. were prepared according to the provisions of the International Financial Reporting Standards IFRS as applicable on the closing date and are presented in euros (EUR). The comparative figures from the previous year were determined according to the same principles and adjusted where necessary. The quarter-end financial statements meet the requirements of IAS 34. The condensed consolidated interim financial statements do not include all of the information required for the full annual financial statements and should therefore be read in conjunction with the consolidated Annual Report for the year ended 31 December 2025.

    The consolidated interim financial statements as at 31 March 2026 were authorised for issue by the Board of Directors on 20 May 2026.

  2. Accounting principles

    The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2025 except for the adoption of new standards effective from 1 January 2026. The Group has not prematurely adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

    In the first quarter 2026 the authorities released the following new standard:

    • IFRS 18 Presentation and Disclosure in Financial Statements: The new accounting standard replaces IAS 1 and standardises how companies present and disclose financial performance in their financial statements, especially the income statement. It introduces mandatory categories and sub-totals such as operating profit, requires disclosure of management-defined performance measures (like adjusted EBITDA), and aims to improve comparability and transparency for investors from 1 January 2027 onward.
  3. Consolidated Group

    The entities included in consolidation are as follows:

    Entity

    31/3/2026

    31/3/2025

    Effective ownership, in

    percent

    Effective ownership, in

    percent

    ad pepper media GmbH, Nuremberg, Germany

    100

    100

    ad pepper media France S.A.R.L., Paris, France

    100

    100

    ad pepper media Spain S.A., Madrid, Spain

    65

    65

    Webgains S.L., Madrid, Spain

    65

    65

    Webgains Ltd., Bristol, United Kingdom

    100

    100

    ad agents GmbH, Herrenberg, Germany

    0

    60

    ad agents AG, Zürich, Switzerland

    0

    60

    Webgains Italy S.r.L. SB, Milan, Italy

    100

    100

    Webgains GmbH, Nuremberg, Germany

    100

    100

    Webgains B.V., Amsterdam, Netherlands

    100

    100

    Webgains Sp.z o.o., Warsaw, Poland

    100

    0

    solute Holding GmbH & Co. KG,

    Frankfurt, Germany

    60.15

    0¹

    solute GmbH, Karlsruhe, Germany

    60.15²

    0

    solute Holding Verwaltungs GmbH,

    Karlsruhe, Germany

    60.15²

    0

    Marktplatz Mittelstand Operations,

    Karlsruhe, Germany

    60.15²

    0

    Checkout Charlie GmbH, Berlin, Germany

    60.15³

    0

    1. As of 31 March 2024 the Group held a 25.64 percent share, having a significant influence in solute. The investment in an associate was accounted for using the equity method. For more information, please refer to Note [4] of the Annual Report 2025.

    2. 100 % subsidiary of solute Holding GmbH & Co. KG

    3. 100 % subsidiary of solute GmbH

  4. Notes to the Interim Financial Statements Revenue from contracts with customers

    Set out below is a breakdown of the Group's revenue from the contracts with customers:

    For the three months ended 31 March 2026

    Segments

    solute

    Webgains

    Total

    Geographical

    markets

    Germany

    14,770

    1,052

    15,821

    United Kingdom

    0

    1,588

    1,588

    Spain

    0

    953

    953

    Other

    0

    365

    365

    Total revenue

    14,770

    3,958

    18,727

    For the three months ended 31 March 2025

    Segments solute Webgains Total

    Geographical

    markets

    Germany

    0

    947

    947

    United Kingdom

    0

    1,531

    1,531

    Spain

    0

    684

    684

    Other

    0

    372

    372

    Total revenue

    0

    3,534

    3,534

    Regarding results of operations, financial position and net assets, reference is made to the comments in the Interim Management Report.

    The following one-off items affecting the income statement occurred in the period under review:

    Other operating income includes reversals of EUR 23k (Q1 2025: EUR 35k) of time barred claims and income of EUR 79k (Q1 2025: EUR 82k) from reversals of non-disbursed affiliate credits in the Webgains segment that are classified by the ad pepper Group as not being likely to be paid out.

    The net foreign exchange loss amounts to EUR 19k, while a net foreign exchange loss of EUR 28k was posted in the equivalent prior year's period.

    Write downs on receivables included in other operating expenses amount to EUR 128k (Q1 2025: EUR 108k).

  5. Segment reporting according to IFRS 8

    IFRS 8 requires an entity to report financial and descriptive information about its so-called "reportable segments". Reportable segments are either operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision-maker for the purpose of allocating resources and assessing performance.

    In general, financial information is required to be reported on the same basis as used internally to evaluate the operating segments (management approach). The information reported to the chief operating decision-maker for the purpose of resource allocation and assessment of segment performance is focused on the category of services delivered. In 2026 the Group decided to aggregate the operating segment ad pepper under the Webgains segment and reports performance information for both units as "webgains" (affiliate marketing and lead). Further operating segments are "solute" ("reach based marketing") and the non-operating "admin" (administration) segment. The accounting policies of the reportable segments correspond to the Group's accounting policies described in Note [2] of the consolidated Annual Report for the year ended 31 December 2025.

    The segment results are measured by EBIT and EBITDA for each segment without differences to IFRS. The segment results thus calculated are reported to the chief operating decision-maker for the purpose of allocating resources and assessing segment performance.

    The "dealing at arm's length" principle forms the basis of accounting for intersegment transactions.

    Geographical information

    The Group operates in three principal geographical areas - Germany, United Kingdom and Spain.

    Information on segment assets is broken down by geographical location below. Non-current assets do not include financial instruments or deferred tax assets:

    Non-current assets

    31/3/2026

    31/3/2025

    kEUR

    kEUR

    Germany

    20,120

    829

    United Kingdom

    472

    564

    Spain

    107

    186

    Other

    25

    41

    Total

    20,724

    1,620

    In the first three months of 2026, there is no single customer who accounts for 10 percent or more of the Group's total revenue (Q1 2025: none).

  6. Treasury stock Acquisition of treasury stock

    By a shareholders' resolution dated 24 June 2025, the Board of Directors was authorised to repurchase treasury stock of up to 50 percent of the issued capital within the following 18 months. There is currently no active share repurchase programme.

    As at 31 March 2026 ad pepper media International N.V. held 1,168,628 treasury shares (31 March 2025: 1,227,128) at a nominal value of EUR 0.05 each, corresponding to 4.58 percent (31 March 2025: 5.29 percent) of the share capital. According to a shareholders' resolution, these shares can be used for stock option plans or the cancellation of shares.

    Sale of treasury stock

    No treasury shares were sold during the first three months of 2026 (Q1 2025: 15,000). 58,500 shares were sold under the stock option plans (Q1 2025: 15,000).

    Number of shares outstanding

    The number of shares issued and outstanding as at 31 March 2026 totals 24,329,811 (31 March 2025: 21,966,116). Each share has a nominal value of

    EUR 0.05.

  7. Seasonal influences on business operations

    The ad pepper Group is engaged in the field of online advertising in the broadest sense. Due to the seasonal character of the advertising industry, with its traditional focus on expenditure in the fourth quarter, revenue and, thus, operating profit are generally higher in the second half of the year.

  8. Stock options and shareholdings

    As at 31 March 2026, a total of 1,484,250 (31 March 2025: 779,625) stock options existed for members of the Board of Directors, members of the Supervisory Board and employees. The exchange ratio for each of the stock options is one share per option. The exercise price is between EUR 1.86 and EUR 2.72. In the first quarter 2026 58,500 options have been exercised (Q1 2025: 15,000). 46,750 cash settled shares have been exercised with a cash payment of EUR 50k (Q1 2025: EUR 0k).

  9. Report on major transactions with related companies and persons

    There have been no material changes in operating transactions with related partes compared with the 2025 financial year.

  10. Events after the balance sheet date

Up until the day of authorisation for publication, no events took place that would have exerted substantial influence on the net assets, financial position or result of operations as at 31 March 2026.

Board of Directors

Shares as at 31/3/2026

Options as at 31/3/2026

Nuremberg, 20 May 2026

ad pepper media International N.V.

Dr Jens Körner 243,750

Supervisory Board

Dagmar Bottenbruch

18,000

Dr Jens Körner, CEO

Thomas Bauer

38,000

Dr Stephan Roppel

24,500

Employees

1,160,000

Associated companies

EMA B.V.

9,144,878

Euro Serve Media GmbH

1,115,931

‌

FINANCIAL CALENDAR‌‌‌‌

All financial and press dates relevant for the capital market at a glance: Annual General Meeting 23 June 2026

Quarterly Report II / 2026 21 August 2026

Quarterly Report III / 2026 20 November 2026

INVESTOR CONTACT

Dr Jens Körner (CEO)

ad pepper media International N.V. Frankenstraße 146 (FrankenCampus)

90461 Nuremberg GERMANY

E-mail: ir@adpepper.com https://www.adpeppergroup.com

IMPRINT

Published by

ad pepper media International N.V. Frankenstraße 146 (FrankenCampus)

90461 Nuremberg GERMANY

E-mail: info@adpepper.com https://www.adpeppergroup.com

Limited liability public company (N.V.) Headquarters Amsterdam, The Netherlands Nuremberg office

Prime Standard, Frankfurt Stock Exchange ISIN: NL0000238145

HRB Nuremberg 17591

VAT-ID-No.: DE 210757424

Board of Directors: Dr Jens Körner, CEO

Our 2025 Annual Report as well as the Interim Financial Reports for 2026 are available in English at https://www.adpeppergroup.com under:

Investor relations / Publications / Financial reports

ad pepper media International N.V.

Frankenstraße 146

90461 Nuremberg GERMANY

https://www.adpeppergroup.com



Earlier from Ad Pepper Media International

All Ad Pepper Media International news releases