Gallmetzer Healthcare SpaVIE: GHC

GHC: the Board of Directors approves the Consolidated Financial Statements and the draft of the Separate Financial Statements at 31 December 2025

· Issued by Gallmetzer Healthcare Spa
Press Release GAROFALO HEALTH CARE S.P.A.: THE BOARD OF DIRECTORS APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS AND THE DRAFT OF THE SEPARATE FINANCIAL STATEMENTS AT 31 DECEMBER 2025 REVENUES (+3.5%) AND PROFIT (+7.9%) UP IN 2025 ~€34M (+50%) INVESTED IN STRUCTURAL EXPANSION PROJECTS AND NEW STATE-OF-THE-ART MACHINERY AND TECHNOLOGY TO STRENGTHEN BEST-IN-CLASS POSITIONING OF GROUP FACILITIES PROPOSED A DIVIDEND PER SHARE OF €0.093, INCREASING 8% vs. FY2024, AND THE CONTINUATION OF BUYBACK PROGRAM
  • REVENUES OF €487.1M, UP €16.4M VS. FY2024 (+3.5%)
  • OP. EBITDA ADJ(1) OF €80.7M, UP €2.2M VS. FY2024 (+2.7%)
  • CONSOLIDATED NET PROFIT OF €23.6M (+7.9%)
  • NFP DECREASED TO €195.9M, WITH FINANCIAL LEVERAGE( 2 )OF 2.4x. OPERATING CASH
GENERATION OF ~€26M IN THE 12 MONTHS Rome, March 16, 2026 - Garofalo Health Care S.p.A. ("GHC") today approved the Consolidated Financial Statements at December 31, 2025, which also includes the Consolidated Sustainability Statement pursuant to Legislative Decree No. 125/2024, and the Separate Financial Statements at December 31, 2025. The CEO of the GHC Group, Maria Laura Garofalo, commented: "We are closing 2025 with improved results across all indicators, a testament to the proven managerial skills of the entire team, which have enabled us to navigate with the utmost success even some adverse, external events and beyond our control. For 2026, we have clear priorities, namely the completion of the Cardiovascular Heart Centre at Aurelia Hospital, which is scheduled to open in early 2027 and will transform the facility into a major national healthcare hub. At the same time, we are particularly pleased with our latest acquisition, Casa di Cura Città di Roma, which has enabled us to launch a fruitful project to reconfigure and reallocate healthcare provision involving not only the newly acquired Casa di Cura Città di Roma but also the other two hospitals, Aurelia Hospital and European Hospital; an ambitious and innovative project which, once fully operational, will enable the three facilities to deliver performance of the highest calibre, in line with the Group's best standards."

‌(1)Operating EBITDA Adjusted defined as EBIT + depreciation and amortisation + provisions and write-downs + adjustments (this latter

in FY2025 totalling €0.4M and related to M&A costs and one-off costs for the real estate spin-off projects of a number of subsidiaries)

+ Management incentive plans (€1.2M). In FY2024, the adjustments totalled €0.3M and mainly concerned M&A costs, while the

management incentive plan costs totalled €1.6M

‌(2)Calculated as the ratio between NFP and Operating EBITDA Adj.

CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2025

The GHC Group's 2025 results, as for the 2024 financial year, include the full contribution of Sanatorio

Triestino, acquired in May 2023, and of the Aurelia Group, acquired in November 2023.

Summary of the GHC Group's key consolidated financial results as at 31 December 2025 FY2025 Consolidated Revenues

GHC consolidated Revenues in 2025 totalled €487.1M, up €16.4M on €470.7M in FY2024 (+3.5%). These results particularly benefit from the increase in services provided to Out-of-Region patients, confirming the consistent attractiveness of the Group facilities.

The results of FY2025 include (i) the full contribution of Sanatorio Triestino for €18.8M, and (ii) that of the Aurelia Group for €101.5M, up €10.1M (+11.0%) on €91.4M in FY2024, also thanks to the new remuneration mechanism for Emergency Room activities, in addition to the growth of private activities.

Revenues

in Euro millions

FY2025

FY2024

vs. FY'24 (€M)

vs. FY'24 (%)

Total

487.1

470.7

+16.4

+3.5%

FY2025 Consolidated Operating EBITDA Adjusted

Consolidated Operating EBITDA Adjusted(3) in FY2025 was €80.7M, up €2.2M on €78.5M in FY2024 (+2.7%) and with a margin of 16.6% (vs 16.7% in the previous year).

The FY2025 results include (i) the contribution of Sanatorio Triestino for €1.7M, decreasing €0.8M compared to €2.5M in FY2024, mainly due to the higher energy costs incurred by the subsidiary Terme del Friuli-Venezia Giulia, and (ii) that of the Aurelia Group for €8.1M, up €1.8M (+28%) compared to €6.3M in FY2024 in view of the higher Revenues commented above, combined with the constant cost rationalization actions, partially absorbed in the last quarter by a contingent liability related to a healthcare claim pertaining to 2017, a year precedent the acquisition by the GHC Group (for €1.5M).

Excluding the negative impact of the higher energy costs incurred by the subsidiary Terme del Friuli-Venezia Giulia, whose agreement with the Municipality of Arta - expiring in April 2026 - will not be renewed, and the aforementioned one-off impact of the healthcare claim of the Aurelia Group, the Group's Op. EBITDA Adjusted would have amounted to €82.7M, with a margin of approx. 17%.

Op. EBITDA Adj.

in Euro millions

FY2025

FY2024

vs. FY'24 (€M)

vs. FY'24 (%)

Total

80.7

78.5

+2.2

+2.7%

FY2025 Consolidated EBIT

FY2025 EBIT was €45.1M, up €1.0M on €44.1M in FY2024 (+2.3%). In comparison with the previous year, this result mainly reflects, in addition to the growth of Op. EBITDA Adjusted already commented: (i) higher amortisation, depreciation and write-downs of approximately €2.8M, following the significant maintenance expansion and development investments made, and (ii) lower Impairments and other provisions of €1.3M, mainly due to lower net provisions (i.e. provisions net of releases) related to healthcare lawsuits.

EBIT

in Euro millions

FY2025

FY2024

vs. FY'24 (€M)

vs. FY'24 (%)

Total

45.1

44.1

+1.0

+2.3%

‌(3)Operating EBITDA Adjusted defined as EBIT + depreciation and amortisation + provisions and write-downs + adjustments (this latter

in FY2025 totalling €0.4M and related to M&A costs and one-off costs for the real estate spin-off projects of a number of subsidiaries)

+ Management incentive plans (€1.2M). In FY2024, the adjustments totalled €0.3M and mainly concerned M&A costs, while the management incentive plan costs totalled €1.6M

FY2025 Consolidated Profit before taxes

The Profit before taxes in FY2025 was €34.0M, increasing €3.3M on €30.7M in FY2024 (+10.7%). This value reflects net financial charges of €11.2M, a decrease of €2.3M compared to FY2024 due to a lower average cost of debt, also achieved thanks to the new terms of the financing signed in July 2024.

Profit before taxes

in Euro millions

FY2025

FY2024

vs. FY'24 (€M)

vs. FY'24 (%)

Total

34.0

30.7

+3.3

+10.7%

FY2025 Consolidated Net Profit

The Consolidated Net Profit was €23.6M, up €1.7M from €21.8M in FY2024 (+7.9%).

This figure reflects taxes of €10.4M, increasing €1.6M from €8.8M in FY2024 due to (i) the higher Profit before taxes commented above and (ii) the non-recognition of deferred tax assets combined with the reversal of past deferred tax assets for the subsidiary Terme del Friuli-Venezia Giulia (negative impact of €0.5M), resulting from the progressive reduction in expected operating activity due to the expiration of the agreement with the Municipality of Arta in April 2026, which will not be renewed.

Net Profit

in Euro millions

FY2025

FY2024

vs. FY'24 (€M)

vs. FY'24 (%)

Total

23.6

21.8

+1.7

7.9%

GHC Group consolidated balance sheet highlights at December 31, 2025 Consolidated Net Financial Position

At December 31, 2025, the Net Financial Position (NFP) of GHC was €195.9M, comprising liquidity of €30.4M and financial debt of €226.3M, an improvement of €3.1M compared to 31.12.2024.

Net Financial Position

in Euro millions

FY2025

FY2024

Change vs. FY2024

Total

195.9

199.0

-3.1

Financial leverage (x)(4)

2.4x

2.5x

-0.1x

Excluding the cash outflows for the distribution of dividends in May 2025, the expansion Capex, the purchase of treasury shares and the advance paid for the acquisition of Casa di Cura Città di Roma, the NFP would amount to €173.0M, with operating cash generation of approx. €26M on 31.12.2024.

Capex

During FY2025, the Group invested a total of approx. €33.5M (approx. €22.5M in FY2024), of which €20.1M for maintenance and €13.4M for expansion and development, mainly attributable to the new project of the "Cardiovascular Heart Center" of excellence at national level started in August 2025.

‌(4)Calculated as the ratio between NFP and Operating EBITDA Adj.

SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31 2025 Garofalo Health Care S.p.A. key operating highlights

Garofalo Health Care S.p.A. is the Parent Company, listed since November 2018.

Garofalo Health Care S.p.A. Revenues in FY2025 totalled €6.9M (up approx. €1M on €5.9M in FY2024) and related to the partial recharges of Parent Company costs to the subsidiaries for administrative co-ordination, financial, corporate and IT services.

Net profit in 2025 was €18.1M (up €15.1M on €3.0M in FY2024), mainly due to higher dividends distributed

by the subsidiaries and lower financial charges.

Garofalo Health Care S.p.A. key balance sheet highlights

At 31.12.2025, the Net Financial Position of the Parent company was €161.9M, decreasing €33.8M on

€195.7M in FY2024.

SUBSEQUENT EVENTS TO YEAR-END

On January 19, 2026, the acquisition was finalized, through the company Aurelia Hospital S.r.l. (100% held by GHC S.p.A.), of Casa di Cura Città di Roma S.r.l., a multi-specialist facility for acute care accredited with the National Healthcare System. The transaction will allow the GHC Group to attain - when fully integrated -significant incremental benefits in terms of competitive positioning and prospective margins through the comprehensive reorganisation of the activities provided by Città di Roma, Aurelia Hospital and European Hospital.

The Equity Value of the transaction was €15.2M, while the Enterprise Value was €20.7M. The acquisition

was financed through own funds and with recourse to bank debt (Capex Line).

Finally, it is noted that the transaction is classified as a less significant related-party transaction.

OUTLOOK

The Group's 2025 results confirm not only the structural trends in the growth of demand for healthcare and social assistance services, but above all GHC's ability to benefit from this growth to a greater extent than the reference market thanks to the availability of facilities and professionals of the highest caliber.

In light of the above, the Group will continue to operate in 2026 by fully executing accredited activities, including the increased resources that may be allocated during the year for the reduction of waiting lists - as in previous years - and especially by strengthening and further developing activities for private "out-of-pocket" patients and for Out-of-Region patients.

At the same time, it should be noted that during 2025, the tariffs included in the outpatient nomenclature were updated, which were then deemed unlawful by the Regional Administrative Court of Lazio (TAR) in September 2025, with the Ministry of Health being required to update them within 365 days (i.e. by September 2026), with improvements that could therefore already take effect in 2026.

In this context, the Group will continue in 2026, as it did in 2025, to invest significantly in structural expansion projects as well as in state-of-the-art machinery and technology, so as to further strengthen the best-in-class positioning of its facilities and tapping into all opportunities arising from the growing demand for healthcare services.

In particular, works on the new Cardiovascular Heart Center at Aurelia Hospital are expected to be completed during 2026, with startup scheduled to take place in the first months of 2027.

At the same time, during 2026 the plan for the overall reallocation of the healthcare offerings underlying the convinced strategic rationale of the acquisition of Casa di Cura Città di Roma will also be executed, concerning - in addition to the newly acquired company - the Aurelia Hospital and European Hospital facilities. The full positive effects in terms of performance and margins are expected to emerge from 2027, also thanks to the entry into operation of the new Cardiovascular Heart Center at Aurelia Hospital.

2025 RESULTS OVERVIEW CONFERENCE CALL

The Company announces that this afternoon, March 16, 2026, at 4:00 PM (CET) a conference call shall be held for investors and analysts to provide an overview of the key 2025 results.

The Group's Chief Executive Officer Ms. Maria Laura Garofalo, together with the top management, will take

part in the conference call.

The call shall be held in Italian. A transcript of the call shall be made available also in English on the company website (https://www.garofalohealthcare.com, Investor Relations / Presentations section).

Registration via the link below is required to participate in the conference call. It is specified that once you have registered (by accessing the link below), you will receive a registration notification by email with which you will be notified of your personal Passcode and PIN, which must be used to directly and uniquely access the conference call:

https://services.choruscall.it/DiamondPassRegistration/register?confirmationNumber=2362390&linkSecurity String=6e1628efe

OTHER BOARD OF DIRECTORS MOTIONS Proposal for the allocation of the net profit and the distribution of the dividend

The Board of Directors of GHC shall propose to the Shareholders' Meeting, which will be called for April 30, 2026, as detailed in subsequent sections, to allocate the net profit of Garofalo Health Care S.p.A. (the Parent company) of Euro 18,080 thousand as follows: Euro 904 thousand to the legal reserve, Euro 181 thousand to the provision as per Article 40 of the By-Laws (i.e. for scientific and/or charitable purposes) and the remaining Euro 16,995 thousand to the "Retained Earnings" reserve.

As a result of the aforementioned allocation of a portion of the net profit to the "Retained Earnings" reserve, the latter will reach a total amount of Euro 23,938 thousand.

Taking the above into account, the Board of Directors resolved to propose the distribution of an ordinary dividend of Euro 0.093 per outstanding ordinary share, net of treasury shares( 5 ), gross of any legal withholdings, for a total amount of approx. Euro 8.2 million.

The dividend, where approved, shall be paid out on May 20, 2026 (coupon date of May 18, 2026 and record date of May 19, 2026).

It should be noted that if there is a change in the number of treasury shares, the value of the dividend per share will remain unchanged, resulting in a change in the total amount distributed as ordinary dividend.

Approval of the 2025 Corporate Governance and Ownership Structure Report and 2026 Remuneration Policy and 2025 Report

The Board of Directors approved the Corporate Governance and Ownership Structure Report for 2025 prepared by the Company in accordance with Article 123-bis of Legislative Decree No. 58 of February 24, 1998 ("CFA") and as per the Corporate Governance Code.

The Board of Directors also approved the 2026 Remuneration Policy and 2025 Report in accordance with Article 123-ter of the CFA and Article 84-quater and Annex 3A, Scheme 7-bis of Consob Regulation No. 11971/1999 (the "Issuers' Regulation"), in addition to compliance with Article 5 of the Corporate Governance Code.

This report shall be made available to the public, in accordance with law, at the registered office of the Company, in Rome, Piazzale delle Belle Arti n. 6, on the Company website https://www.garofalohealthcare.com, Governance/Shareholders' Meeting section, and on the eMarket Storage (https://www.emarketstorage.com) authorised storage mechanism.

‌(5)At March 16, 2026, there were 1,867,766 treasury shares, equal to 2.07% of the share capital.

03831150366 TAX NO. 06103021009 Registered office: Piazzale delle Belle Arti, 6 - 00196 Rome - Switchboard: 06 684891

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