Annual report 2025

HELLOFRESH

G R O UP

Annuai Report

2025

HelloFresh SE

Key figures 3 months ended 12 months ended

1 Excluding The Pets Table and the supplements distributions line (VMS) from Factor US.

Key figures 3 months ended 12 months ended

1 Excluding share-based compensation (SBC) expenses.

2 External revenue from contracts with customers.

Key figures 3 months ended 12 months ended

1 External revenue from contracts with customers.

2 Relates to our brands Good Chop and The Pets Table.

3 As explained in NOTE 3 to the Consolidated Financial Statements, starting from 2025 the Group has changed presentation of interest paid and interest received in the Consolidated Statement of Cash Flows. Comparative information for prior period was also reclassified to conform to the current year's presentation.

4 Starting from December 2025, our reported Free Cash Flow metric also accounts for repayments of lease liabilities (IFRS16). In our view, this gives a more accurate and complete view of the companies' cash flow profile. Comparatives have been adjusted accordingly.

1. To Our Shareholders 6

   Letter by the Management Board 7

   Report of the Supervisory Board 10

2. Combined Management Report 15

   1. Fundamentals of the Group 17

   2. Performance Measurement System 20

   3. Economic Position 23

   4. Position of the Group 28

   5. Risk and Opportunity Report 38

   6. Outlook 48

      Supplementary Management Report to

   7. the Separate Financial Statement of 50

      HelloFresh SE

   8. Corporate Governance Statement 54

   9. Non-Financial Information 55

   10. Takeover Law 56

3. Consolidated Financial Statements 60

   Consolidated Statement of Financial Position 62

   64

   Consolidated Statement of Comprehensive Income

   Consolidated Statement of Changes in Equity 65 Consolidated Statement of Cash Flows 66

   68

   Notes to the Consolidated Financial Statements

4. Further Information 124

   Responsibility Statement by the Management Board

   124

   Independent Auditor's Report 125

   Glossary 132

   Financial Calendar 133

5. Non-Financial Information 134

Thomas Griesel Edward Boyes Dominik Richter Fabien Simon

Chief Executive Officer International

Chief Business Officer Chief Executive Officer Chief Financial Officer

Dear shareholders,

With our long-term mission "to change the way people eat, forever", we operate in one of the largest and most complex consumer categories in the world: food. It is deeply personal, operationally unforgiving, and relentlessly competitive. Customer expectations compound every year - more selection, better quality, greater convenience, stronger value.

What once felt differentiated quickly becomes table stakes.

Over the past year, we have seen consumer behavior shifting decisively toward "eating real food": real ingredients, nutritional transparency, and fewer industrial shortcuts. Consumers increasingly recognize that food is one of the most powerful drivers of long-term health and energy. The debate is no longer simply about convenience; it is about the quality of what is convenient. This structural tailwind benefits both of our core offerings: meal kits built around the freshest ingredients cooked from scratch, and ready-to-eat meals designed with scientific precision, innovative cooking techniques and premium ingredients.

Being in the right category, however, is not enough. Winning in food requires continuous progress across four dimensions simultaneously: selection, quality, convenience, and value for money. Customers raise the bar constantly - and so must we.

Over the past two years, we made a deliberate decision. Before meaningfully expanding selection and upgrading ingredients, we would first strengthen the foundation of the business. In 2025, we outlined two priorities, deliberately sequenced:

• Execute our MEUR 300 efficiency reset program, and

• Reinvest into our products to materially enhance the customer experience.

  The order matters. As discussed in our prior letter, this creates a powerful flywheel: efficiency funds product improvements; better product drives retention and lifetime value; retention unlocks sustainable, profitable growth.

  The Efficiency Reset

  The reset has progressed meaningfully. Permanent reductions in overhead, simplification of organizational layers, direct labor productivity gains, and network optimization have structurally lowered our fixed cost base and improved unit economics per order. We also made disciplined portfolio decisions, including exiting Spain and Italy, to reallocate capital and management attention toward markets and product investments with stronger long-term returns.

  The financial outcomes reflect this structural improvement:

• Free cash flow, excluding repayment of lease liabilities, nearly doubled year-over-year,

• Group AEBITDA increased meaningfully despite lower volumes, and

• AEBITDA per order rose materially, demonstrating improved earnings power at the unit level.

Taken together, these metrics demonstrate that the underlying earnings power of the Group has strengthened materially.

This progress is particularly visible in meal kits. Deliberately prioritizing efficiency over volume growth, the business delivered a highly competitive AEBITDA margin of 13.5% in 2025, improving faster than we initially anticipated when outlining the reset strategy in 2024. Fixing the foundation first was the right choice. We now operate a structurally leaner and more profitable meal kit business with significantly greater reinvestment capacity.

At the Group level, however, this improvement has been partially obscured by two factors. First, the significant weakening of the U.S. dollar created a material translational headwind to reported results, without altering the underlying local currency performance of our operations. Second, the Ready-to-Eat segment posted an AEBITDA loss in 2025 rather than contributing positively as originally expected, weighing heavily on consolidated group profitability. Both of these effects adversely impacted reported results. Neither changes the structural progress achieved through the efficiency reset.

The underperformance in US RTE was primarily operational in nature. In H1 2025, we absorbed inflated costs associated with changing our manufacturing processes, while meal quality issues negatively affected customer retention.

Similar to meal kits we turned to fixing the foundation first and prioritized reversing customer sentiment as quickly as possible, while reducing growth investment significantly in H2 2025. Even though this has led to a short-term decline in our active customer base as we enter 2026, we have successfully restored both quality scores, customer sentiment and, most importantly, active customer order rates to target levels, ensuring that future volume growth is built on a foundation of operational excellence. Our other RTE businesses in Canada, Europe, and Australia which were not impacted by these challenges, have progressed according to plan and posted strong YoY growth and improved profitability.

Product Reinvestment: The Refresh

Long-term retention remains the single most powerful lever for creating stable growth and sustainable free cash flow in a direct-to-consumer subscription model. In our data, the two strongest proven drivers of retention are meal quality and menu breadth. Customers stay longer and order more frequently when quality is consistently high and selection is meaningfully broad.

There are no shortcuts here. Customer value must be earned plate by plate.

That is why, in summer 2025, we initiated the largest product investment cycle in our company's history, "The Refresh", building on a series of successful experiments earlier in the year.

We expanded protein variety, introduced new cuisines, and significantly broadened the number of unique ingredients and SKUs across our menus. In addition we have seen great success in upgrading the quality of some key SKUs we feature weekly on our menu such as introducing organic options for dairy and our main proteins, higher welfare standards and have selectively increased portion sizes. Consequently, we have seen some of the highest NPS ratings and best scores in "value for money" perception in years despite raising prices.

The whole product investment program follows a stage-gated approach, focussing on select markets first, and only rolling out proven, KPI-moving initiatives to all geographies when we meet our pre-established success metrics; while we are laser-focused on continuously increasing customer value through that program, it also allows us to support price increases which can in turn fund future investments.

The objective is clear: elevate quality, materially expand menu breadth, and strengthen long-term customer loyalty - all on a structurally improved cost base.

As a consequence of the promising results to date, we will continue to cautiously increase the size of this reinvestment program to reap the full benefits of improved long-term retention. Our mid-teen AEBITDA margins in meal kits allow for such reinvestment.

AI as structural force multiplier

An increasingly important enabler of both our efficiency reset and our product reinvestment is the disciplined integration of AI across our value chain.

Food at our scale is a data-intensive business. Every menu decision, demand forecast, procurement contract, production schedule, and personalization algorithm compounds operational complexity. Historically, scaling menu breadth and personalization required proportional increases in manual coordination and overhead. That constraint is now meaningfully changing.

We are embedding AI deeply into SKU forecasting, menu design, personalization, procurement optimization, content generation, customer support and software development. This has already allowed us to expand menu variety, accelerate product design cycles, and improve productivity across functions without increasing organizational complexity at the same rate. The recent expansion of our menus, particularly in meal kits, would not have been operationally feasible at this scale three years ago. AI is helping us manage combinatorial complexity in a way that strengthens our competitive position.

We approach this technology shift pragmatically and with discipline. Our goal is not experimentation for its own sake, but generating structural advantages that compound over time. Few periods in history have offered this level of opportunity to improve both productivity and product innovation simultaneously.

Food rewards patience and operational discipline. When underlying profitability funds innovation, and innovation strengthens long-term retention, the flywheel will turn in our favor.

While our reported results in 2025 did not yet fully reflect the structural improvements made across the business, we remain confident in the strategic direction we have taken. The foundations of the company are stronger today than they were two years ago and we are deeply committed to turning operational improvements into financial results.

We would like to thank our shareholders for their continued belief in our long-term vision despite the short-term headwinds, and our teams for their dedication and resilience during a year of significant operational change.

Berlin, 17 March 2026

Dominik Richter Thomas Griesel Fabien Simon Edward Boyes

Chief Executive Officer Chief Executive Officer

International

Chief Financial Officer Chief Business Officer

Dear Shareholders, Ladies and Gentlemen,

Despite a demanding operational landscape, the HelloFresh Group demonstrated resilience and adaptability throughout the 2025 fiscal year, successfully achieving certain milestones. The Company navigated a complex macroeconomic environment, marked by stagnation across several major markets, in addition to external challenges like currency fluctuations, geopolitical conflicts and trade barriers. Prioritizing efficiency and focusing on driving customer-centric innovation remained HelloFresh's key strategic imperatives.

During 2025, the Supervisory Board collaborated closely with the Company, focusing on several key areas. Our joint efforts included: (i) optimizing the Company's operational efficiency, (ii) further enhancing the customer experience,

1. maintaining the Company's strong financial position, (iv) supporting the evaluation and prioritization of new strategic initiatives, (v) working on a new compensation system for the Management Board, (vi) and navigated transitions within both the Management Board and the Supervisory Board.

   Management oversight and other key Supervisory Board activities

   The Supervisory Board duly performed its duties in accordance with the statutory requirements, the Articles of Association of HelloFresh SE, the rules of procedure of the Supervisory Board dated 6 June 2025 (the "Supervisory Board Rules of Procedure") and the German Corporate Governance Code. We engaged in regular, detailed discussions with the Management Board, receiving both written and oral updates on business policy, investment strategies, financial planning, and operational developments. A core aspect of our role was to provide guidance on strategic direction, ensuring alignment with long-term growth objectives and near term optimization. We were directly involved in fundamental decisions, including those requiring our formal approval.

   Before adopting a resolution, any transactions which, according to the Articles of Association and/or the Management Board Rules of Procedure, require Supervisory Board approval, were explained by the Management Board and discussed by the Supervisory Board and the Management Board. Discussions took place in meetings of the entire Supervisory Board or its committees or in informal communications with the Management Board outside the Supervisory Board meetings. The Chairman of the Audit Committee discussed audit-related topics with the auditor outside the meetings and without the involvement of the Management Board. The Chairman of the Audit Committee was in regular interaction with the CFO and the senior financial team on key financial matters. The Chairman of the Supervisory Board was also in regular contact with the Management Board outside the Supervisory Board meetings.

   Special focus areas for the Supervisory Board in the fiscal year 2025 included in particular:

   • Review of Financial Statements: Meticulous examination of the separate and consolidated financial statements for fiscal year 2024 and the results for the first half of 2025;

   • Business Performance: Continuous monitoring of the Group's performance, including revenue trends, profitability metrics, liquidity position, market standing, and overall business strategy;

   • Oversight of Investments: Scrutinized material investments, with a specific focus on those aimed at enhancing the customer experience;

   • Efficiency Measures: Worked closely with the Management Board on overseeing operational efficiency measures;

   • Audit Committee Report: On the Company's key controls, processes and information security environment;

   • Audit and Compliance: Collaborated with internal and external auditors; audit planning and quarterly reports of the internal audit department, with strategic considerations on positioning and presence in our existing and new markets;

   • Budgetary Oversight: Reviewed and approved the budget of the HelloFresh Group for 2025, including revenue and margin plans for each segment and Capex plans per geography;

   • Strategic Initiatives: Deliberated on strategic positioning, corporate structure optimization of the Group and the corporate organization, including succession planning and diversity targets;

   • Annual General Meeting: Worked on the invitation to and agenda for the Annual General Meeting for 2025 with proposed resolutions;

   • CFO Succession: Identified a successor for the Chief Financial Officer (CFO) role with a proven track record of strategic leadership and driving successful organizational growth;

   • Extension of Management Board Mandates: Extended the appointments of the Chairman of the Management Board Dominik Richter and of the Member of the Management Board Edward Boyes;

   • Supervisory Board Composition: Navigated a significant shift in the Supervisory Board's composition, having three members depart at the end of their terms and welcoming four new members, each contributing distinct skills and expertise;

   • Committees: Reorganized the composition of the Supervisory Board committees;

   • Corporate Actions: Monitored (i) the implementation and extension of the Company's 2025 share buy-back program, and (ii) the utilization and redemption of treasury shares;

   • Governance Enhancements: Revised the Management Board Rules of Procedure and the Supervisory Board Rules of Procedure;

   • Auditor: Worked closely with our auditor on the financial statements, the compensation report and the non-financial report; and

   • German Corporate Governance Code: Updated the declaration of compliance with the German Corporate Governance Code.

     The Supervisory Board continued its commitment to ongoing professional development and continuous learning. Members participated in internal and external meetings and training sessions focused on general and specific further development. The Company provided support to members who attended events on their own initiative. Furthermore, Supervisory Board members maintained close communication with the Management Board and senior managers to discuss fundamental issues and gain detailed insights into specific Company matters.

     Cooperation between Supervisory Board and Management Board

     During fiscal year 2025, the Management Board and the Supervisory Board maintained a close and effective working relationship for the benefit of the Company. This collaboration was defined by transparency, a constructive exchange of ideas, and a mutual dedication to achieving the Company's success. The Supervisory Board engaged in continuous and intensive discussions with the Management Board, focusing on critical areas such as strategy, planning, business development, and risk management.

     The collaboration mandates the immediate notification of the Chairman of the Supervisory Board regarding significant events that require the Supervisory Board's approval. These events include in particular (i) certain fundamentally important or material transactions, (ii) transactions involving members of the Management Board and (other) related persons with the Company, and (iii) the acceptance of secondary employment outside the Company.

     In addition to formal meetings, Supervisory Board members provided significant contributions through various activities:

   • Guidance and Advice: Regularly consulted with and advised the Management Board and senior leadership;

   • External Engagement: Participated in investor outreach, discussions on Company matters, and collaborated with external auditors and regulatory advisors, including necessary third-party outreach;

   • Operational Oversight: Conducted site visits to fulfillment centers and operational facilities;

   • Compliance: Supported internal audit and compliance activities; and

   • Professional Development: Committed to continuous education on regulatory requirements, governance, and industry standards.

     The Supervisory Board members maintain frequent direct communication with each other and convene privately for specific discussions and sub-committee meetings. Throughout the 2025 fiscal year, all Supervisory Board plenary meetings included the attendance of members of the Management Board. Additionally, the Supervisory Board regularly held sessions following these full meetings without the Management Board's participation.

     Changes in the Supervisory Board

     The Supervisory Board underwent personnel changes during the 2025 fiscal year. On 6 June 2025, Ursula Radeke-Pietsch, Derek Zissman, and Susanne Schröter-Crossan concluded their terms and departed from the Supervisory Board. Following the Supervisory Board's recommendation, the Annual General Meeting approved an increase in the number of Supervisory Board Members from five to six. Consequently, Arjan Dijk, Melissa Kirmayer Eamer, Florian Schuhbauer, and Oliver Tant were elected as new members. Furthermore, John H. Rittenhouse was re-elected as Chairman of the Supervisory Board, and Michael Roth was elected as Deputy Chairman of the Supervisory Board. Also, Oliver Tant was elected chairman of the audit committee and Michael Roth was elected chairman of the ESG committee Aside from these adjustments to the composition of the Supervisory Board, no other personnel changes occurred during fiscal year 2025.

     Composition and expertise of the Supervisory Board and committees

     The Supervisory Board is composed of six shareholder representatives, all elected by the Annual General Meeting, and is not subject to employee co-determination. Its structure is designed to offer a wide array of competencies essential for the effective oversight of the Management Board. The Chairman and members of the Supervisory Board have confirmed that these competencies are aligned with the key risk and success factors of the Company's business. An overview of how these competencies are currently distributed among the individual members is provided in the following matrix:

     Exp.

     Functional Experience Sector

     Diversity Term

     Accounting

     Controlling/Risk Management

     ESG

     Capital Markets/ Investor Relations

     Corporate Governance/ Compliance

     Managing public companies

     International Markets

     FMCG

     Digital and Internet

     Food

     Age

     Gender

     Nationality

     Work Stage

     Independence

     Other Mandates and Significant Activities

     Initial Election

     End of Term

     John H. Rittenhouse (Chairman)

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     69

     M

     US

     exec

     Y

     2

     2015

     2027

     Michael Roth (Deputy Chairman)

     N

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     59

     M

     DE US

     exec

     Y

     2

     2024

     2027

     Arjan Dijk

     N

     N

     Y

     Y

     N

     Y

     Y

     Y

     Y

     Y

     55

     M

     NL

     exec

     Y

     1

     2025

     2027

     Melissa Kirmayer Eamer

     Y

     N

     Y

     N

     Y

     Y

     Y

     N

     Y

     N

     59

     F

     US

     exec

     Y

     1

     2025

     2027

     Florian Schuhbauer

     Y

     Y

     N

     Y

     Y

     N

     Y

     N

     Y

     N

     50

     M

     DE

     exec

     Y

     5

     2025

     2027

     Oliver Tant

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     Y

     N

     N

     64

     M

     UK

     exec

     Y

     2

     2025

     2027

     The other board mandates and significant activities of the Supervisory Board members are as follows:

   • John H. Rittenhouse (Chairman): CEO, Cavallino Capital, LLC, Belvedere, CA, USA; non-executive director at Flaviar Inc., Wilmington, DE, USA;

   • Michael Roth: Non-Executive Director at OnTrac, Vienna, Virginia, USA; self-employed consultant;

   • Arjan Dijk: Self-employed consultant;

   • Melissa Kirmayer Eamer: President & COO, Wyze Labs Inc., Seattle, WA, USA;

   • Florian Schuhbauer: Co-CIO at Active Ownership Capital S.à r.l. and Active Ownership Corporation S.à r.l., Grevenmacher, Luxembourg; Supervisory Board Member at NFON AG, Munich, Germany; Supervisory Board Member at Modern Times Group MTG AB, Stockholm, Sweden; Supervisory Board Member at HomeToGo SE, Luxembourg, Luxembourg; Supervisory Board Member at PNE AG, Cuxhaven, Germany; and

   • Oliver Tant: Non-executive director at B&M European Value Retail plc, St. Helier, Jersey; Chair of the Audit Board, Forvis Mazars UK, London, United Kingdom.

     Changes in the Management Board

     In September 2025, the Company announced that Thomas Griesel, co-founder and CEO International of the Company, does not intend to extend his Management Board mandate beyond April 30, 2026. Thomas Griesel co-founded the Company in 2011 together with Dominik Richter and has been a member of the Board of Managing Directors or the Management Board of the Company since then. The fiscal year 2025 also saw a change in the Chief Financial Officer (CFO) position on the Management Board, transitioning from Christian Gärtner to Fabien Simon. This transition included a period, commencing on September 15, 2025, where both Christian Gärtner and Fabien Simon concurrently held the CFO role. Effective November 1, 2025, Fabien Simon assumed the position as the sole Chief Financial Officer (CFO).

     Corporate governance disclosures

     Both the Supervisory Board and Management Board are committed to upholding principles of good corporate governance and transparency. In addition to this report, the Group has published, or will publish supplementary information on its website (www.hellofreshgroup.com), in the Governance sub-section of the Investor Relations part of its website (ir.hellofreshgroup.com) and in the Standards sub-section of the ESG part of its website (www.hellofreshgroup.com/en/esg) that includes:

   • The declaration by the Supervisory Board and Management Board of conformity for HelloFresh SE in accordance with Sec. 161 German Stock Corporation Act ("AktG") as part of its reporting on fiscal year 2025, whereby deviations from the German Corporate Governance Code are explained;

   • The Corporate Governance Report 2025, which details:

     • the working methods and accountabilities of the Management Board, the Supervisory Board and its Committees;

     • the composition profile of the Management Board and Supervisory Board;

     • an outline of the self-assessment process adopted by the Supervisory Board;

   • The Compensation Report; and

   • The Group Code of Ethics.

     Meetings of the Supervisory Board and its committees

     In the fiscal year 2025, the Supervisory Board met five (5) times and had four sub-committees which met as set forth below. In addition to the formal meetings mentioned below, there were also other informal meetings of the Supervisory Board and its Committees.

     	Supervisory Board	Committees				Attendance %
     		Audit	Remuneration	Executive and Nomination	ESG
     John H. Rittenhouse	5 of 5	6 of 6	13 of 13	8 of 8	4 of 4	100%
     Michael Roth	5 of 5	n/a	13 of 13	8 of 8	4 of 4	100%

     Arjan Dijk*	3 of 5	4 of 6	7 of 13	n/a	3 of 4	100%
     Melissa Kirmayer Eamer*	2 of 5	4 of 6	n/a	n/a	2 of 4	100%
     Florian Schuhbauer*	3 of 5	n/a	n/a	5 of 8	n/a	100%
     Oliver Tant*	3 of 5	4 of 6	7 of 13	n/a	n/a	100%
     Ursula Radeke-Pietsch**	2 of 5	2 of 6	6 of 13	n/a	1 of 4	100%
     Derek Zissman**	2 of 5	2 of 6	n/a	3 of 8	1 of 4	100%
     Susanne Schröter-Crossan**	2 of 5	2 of 6	n/a	n/a	n/a	100%

     * Member of the Supervisory Board since 6 June 2025 or, in case of Melissa Kirmayer Eamer, since 4 July 2025.

     ** No longer a member of the Supervisory Board since 6 June 2025.

     The Supervisory Board and its committees conducted their business through in person meetings as well as video and conference calls. One of the Supervisory Board meetings was conducted in person. One meeting of the Supervisory Board and one meeting of the Audit Committee were held as hybrid events (in person and via video and conference call). The other meetings were conducted through video and conference calls. Furthermore, the Supervisory Board, the Audit Committee, the Executive and Nomination Committee and the Remuneration Committee adopted resolutions by circulation and by e-mail voting.

     Audit of the standalone and consolidated financial statements

     PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Berlin (PwC) was appointed as auditor for fiscal year 2025 by the Annual General Meeting, and proposed by the Supervisory Board. The Supervisory Board confirmed the terms, audit focus areas and engagement, all of which were negotiated by the Audit Committee. This was the second appointment of PwC as auditor, and the auditor primarily responsible for the performance of the engagement is Susanne Riedel. Additionally, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Berlin was also appointed to audit the compensation report and the non-financial report for fiscal year 2025.

     The Supervisory Board has engaged PwC to audit the standalone and consolidated financial statements for the year ended 31 December 2025, together with the accounting records, the combined group management report, as well as the risk monitoring system. The auditor issued an unqualified audit opinion on both the financial statements and the management report.

     The Audit Committee satisfied itself with the auditor's independence and obtained a written declaration in this respect. The financial statements and the auditor's long-form reports were sent to the members of the Audit Committee and the Supervisory Board, who reviewed the standalone and consolidated financial statements and the combined group management report of HelloFresh SE. The results of the review by the Audit Committee and the results of its own review are fully consistent with the results of the auditor's audit. Having completed its review, the Audit Committee and the Supervisory Board have no reason to raise any objections to the audit of the financial statements. The Supervisory Board has therefore approved the standalone and consolidated financial statements of HelloFresh SE for fiscal year 2025.

     Acknowledgments

     The Supervisory Board expresses its gratitude to the Management Board and all HelloFresh employees for their excellent work and dedication throughout the fiscal year 2025.

     Berlin, 17 March 2026

     On behalf of the Supervisory Board

     ‌Combined Management Report

     1. Fundamentals of the Group 17

        1. Business Model 17

           1. General Information 17

           2. Business Activities 17

        2. Research and Development 19

     2. Performance Measurement System 20

        1. Financial Performance Indicators 20

        2. Non-Financial Performance Indicators 22

     3. Economic Position 23

        1. General Economic Conditions 23

           1. International Market 23

           2. North America 24

        2. Food Market Condition 24

        3. Course of Business 25

        4. Overall Statement of the Management 26 Board on the Course of Business and Economic Environment

        5. HelloFresh Share and Share Capital 27

           Structure

     4. Position of the Group 28

        1. Earnings Position of the Group 28

        2. Financial Position of the Group 30

        3. Asset Position of the Group 31

        4. Financial Performance of the Reportable 33 Segments

           1. Financial Performance of North 34 America Segment

           2. Financial Performance of 36

              International Segment

              
              
              

     5. Risk and Opportunity Report 38

        1. Risk Report 39

           5.1.1

           39

           Countermeasures and Internal Control System

           1. Risk Reporting and Methodology 40

           2. Risk Areas 41

        2. Opportunities Report 47

     6. Outlook 48

        1. Economic Conditions 48

        2. Outlook 2026 49

     7. Supplementary Management Report to 50 the Separate Financial Statement of HelloFresh SE

        1. Basic Information 50

        2. Performance of HelloFresh SE 51

           7.2.1.

           51

           Financial Performance of HelloFresh SE

           7.2.2. Net Assets of HelloFresh SE 52

           7.2.3. Financial Position of HelloFresh SE 53

        3. Risks and Opportunities 53

        4. Outlook 2026 53

     8. Corporate Governance Statement 54

     9. Non-Financial Information 55

     10. Takeover Law 56

     
     
     
     1. ‌Fundamentals of the Group
        1. ‌Business Model

           Since its foundation as a meal kit provider in 2011, HelloFresh has evolved into a digital-first, fast-moving consumer goods (FMCG) company. Over the past decade, the Group has built a trusted and well recognized brand in the markets in which it operates, offering personalized, home-delivered meal solutions across a diverse range of meal occasions.

           The strong success in meal kits has been a result of building a valuable and distinctive set of capabilities in the D2C (Direct-to-consumer) food space, starting with the HelloFresh brand. The Company's scale, in terms of geography and customer base, provides a competitive edge, enabling the development of a rich database of consumer preferences, including taste profiles. This data-driven approach, which guides the product strategy, combined with a strong brand presence, powers HelloFresh's D2C acquisition platform, and helps retain the existing customer base.

           HelloFresh has the ambition to become a leading integrated, multi-category digital-first FMCG company. We leverage our global, fresh food supply chain and technological infrastructure to excel across two core product categories: Meal Kits and Ready-to-Eat ('RTE'). Building on these primary billion-euro categories, we are also actively scaling our presence in promising new categories, including Pet Food and Vitamins, Minerals, and Supplements ('VMS'). In addition to its HelloFresh brand, the Group owns a diverse brand portfolio, including Factor, EveryPlate, Green Chef, Chefs Plate, YouFoodz, Good Chop,The Pets Table and Factor Form, further strengthening its market position and ability to serve a wide range of consumer needs.

           1. ‌General Information

              Founded in Berlin in 2011, HelloFresh was one of the first companies to offer meal kit solutions as they are known today. The Company operates in 18 countries across three continents in 2025, making it the global leader in the meal kit market in terms of both geographic reach and revenue. HelloFresh manages its meal kit business through various brands such as HelloFresh, Green Chef, EveryPlate, and Chefs Plate. In line with our commitment to capital discipline and focus on high-performing markets, we initiated a process to leave the Italian and Spanish markets in 2026. For these two geographies, meal kits business model were unlikely to reach our long-term return expectations. These actions will allow us to concentrate our management capacity and investment capital on our core markets.

              In addition to meal kits, HelloFresh entered the D2C RTE market through the Factor brand in the US in 2020 and has quickly grown to become the largest player in this market. In 2021, the Company expanded into Australia through the acquisition of Youfoodz. By 2023, Factor was introduced in Canada, the Netherlands, and Belgium. Additionally, in 2021, HelloFresh launched a premium online butcher service under the Good Chop brand in the US and ventured into pet food with the introduction of The Pets Table brand. In 2024, HelloFresh further expanded Factor's reach by launching the brand in Sweden, Denmark, and then Germany in 2025, bringing its innovative ready-to-eat solutions to new European markets.

              The Company continues to structure its operations into two primary geographical regions, which also serve as its reporting segments: "International" and "North America" ("NA"). The North America segment comprises the United States of America ("USA" or "US") and Canada. The International segment includes HelloFresh's operations in Australia, Austria, Belgium, Denmark, Germany, Ireland, Italy (liquidation process initiated in January 2026), Luxembourg, France, the Netherlands, New Zealand, Norway, Spain (collective dismissal procedure initiated in January 2026), Sweden, Switzerland, and the UK.

           2. ‌Business Activities

              HelloFresh is focused on building a leading digital-first FMCG company globally. HelloFresh has already developed two multi-billion product categories, meal kits and D2C RTE, achieving a market leading position in meal kits across markets, and in D2C RTE in North America.

              Meal kits is the original, largest, and most profitable product category. With a decline in revenue during 2025, the focus for this product category was to target faster expansion of earnings than top-line growth. To achieve this, HelloFresh rightsized the current production infrastructure, worked to increase direct labor productivity, and reviewed the overall cost base, amongst a number of levers.

              In mid-2025, under our "Hello Refresh" product initiative, the Group laid the foundation for returning this segment to growth in the future by significantly increasing menu choices, offering better customization, enhancing ingredient quality, improving service and upgrading packaging to drive higher customer retention and lifetime value.

              Since its launch, the RTE product category displayed double-digit growth year over year underpinned by consumer demand and continued Total Addressable Market ('TAM') expansion and penetration until 2025. However, the Group navigated temporary operational challenges in H1 2025 related to regulatory classification changes that impacted primarily our RTE operations in Arizona, which required, in addition to changes to the physical operations, further recipe shelf-life testing and temporarily increased reheat times, leading to temporary decline in customer satisfaction and menu novelty. While these operational setbacks resulted in the first year of revenue decline for the RTE product category, HelloFresh responded decisively with the "Factor Refresh" strategy in Q3 2025. In the US, this strategy involved doubling menu sizes to over 100 options, upgrading protein quality and expanding service levels to include weekend delivery and requested 4-meal plan options.

              North America is positioned to be the biggest growth contributor in the midterm for RTE, complemented by an expanding international business. This will be further supported by the start of production at the new Factor EU cooking facility in Verden, Germany, which is expected to take over the majority of EU RTE production progressively from 2026 onwards.

              In addition, in the US, we successfully launched the online butcher Good Chop in 2021, and the primarily D2C pet food brand The Pets Table in 2023.

              All these product categories are founded on the distinct set of capabilities described below, which together make up our competitive moats:

              A Leading D2C Acquisition Platform

              By primarily focusing on serving customers directly, we capture a large part of the value chain and achieve superior unit economics. While economic sales and marketing expenses for traditional FMCG companies comprise both its own marketing expenses and the retail margin it concedes to supermarkets, we only incur our own marketing expenses. In addition, we can leverage our technology tools, and proprietary data to target relevant customers efficiently across a number of diversified channels. We have built substantial capabilities to run tests at a high velocity, for example to test acquisition models with the goal of optimizing customer acquisition costs across marketing channels, which ensures a desired deployment of our marketing spend and constant optimization of our digital product functionalities, such as our HelloFresh app. After mid 2024, our strategy has shifted toward prioritizing high-value customer acquisition over customer volume alone, which should result in more profitable customer cohorts.

              Flexible Plan Management

              We are not a purely transactional model, where a new customer trades one-off with us. Instead, we operate a flexible ordering model, i.e. our customers sign up to a plan, which they can customize on a weekly basis for parameters such as household size, number of meals, delivery window, and taste preference/diet. Our customers can pause or cancel at any time, and are only required to pay for the deliveries they actually receive. Many customers who cancel at a certain point in time reactivate later again to the service.

              Customer Base Strength and Brand

              In 2025 we operate in 18 e-commerce markets that are most relevant to our business model globally. Within those, the food category typically represents one of the largest single spend categories. While meal kits and direct-to-consumer RTE so far only make up a small part of the overall food market, we see an opportunity to further expand its size. To further transform RTE into a comprehensive meal solution that meets consumers wherever they are, Factor US launched into retail early in 2026 by way of a trial offering of Factor meals in selected stores, a model that has been successful for our Youfoodz brand in Australia.

              By interacting through multiple touchpoints with our customer base, we have built a large private data set of food preferences in the markets we operate in. This unlocks significant synergy potential, for example by cross marketing or cross selling our products, and allows us to scale our businesses using all available data. We have in place in key geographies in our International segment a "HelloFresh+" loyalty scheme to further drive usage and reward our tenured customer base for most of our HelloFresh customers.

              Product Development

              The quality of our meals and product offering is the result of a structured and data-driven product development approach. Our algorithm-based menu planning ensures that we put a comprehensive menu in front of our customers across our 18 markets. In 2025, we intensified our algorithm-based menu planning with investment in AI-driven menu expansion to personalize suggestions and reduce "recipe fatigue" for our customers. Further, we reinvested a significant portion of the savings generated as part of our efficiency reset in the product as part of our "Hello Refresh" product initiative in 2025.

              New initiatives are evaluated through a rigorous test and learn philosophy that leverages data to optimize for product range and presentation.

              Sourcing Network

              We possess a large D2C food supply chain globally, a factor that contributes to our goal of delivering fresh, high quality ingredients while benefiting from scale.

              We deploy data-driven optimization approaches in our procurement operations that help us navigate volatile food markets. We do so in all steps of our menu development and sourcing process from designing and choosing seasonal recipes, to testing the attractiveness of different menus ahead of time.

              For our suppliers, also by leveraging data and predictive models, we are able to approximate estimated demand weeks in advance. This prediction accuracy allows us to harmonize buying volumes with reduced inventory levels, procurement costs and waste. From the supplier side, it enables reliable production plans therefore reducing the risk of overproduction.

              Custom-built Fulfilment and Last Mile Infrastructure at Scale

              Since our inception, we have invested meaningfully more than EUR one billion into our physical custom-built production infrastructure, with focus on high velocity, efficiency and consistency.

              Our meal kit fulfilment centers comprise tailored fulfilment operations and technology solutions, enabling streamlined picking of ingredients into meal kits and assembling those into boxes, despite tens of thousands of different customers order types being produced in a fulfilment center in a single week. On the ready-to-eat side, we are mostly operating complex industrial sized kitchens, where our process knowledge and technology allows us to achieve consistency in the quality of our meals. In certain geographies that are early on in the RTE journey, or to help us navigate certain peak demand periods, we work with third party logistics ('3PL') partners that adhere to the HelloFresh standards of quality.

              The food boxes are then either handed to our logistics partners for delivery or, in the case of the Benelux, Australia, and certain catchment areas in other markets, including the US, Germany, the United Kingdom, France and Canada, delivered through our own logistics operation. We use advanced algorithms to optimize carrier allocation for lowest cost and highest quality.

        2. ‌Research and Development

           HelloFresh prioritizes growth through process optimization and product innovation. For instance, our Product Strategy Team continuously expands our menu and introduces new offerings to engage customers. Given that most steps across our value chain rely on our technology competencies, our Tech Team represents one of the largest expense items in our central holding expenses. In 2025 we spent MEUR 199.1, or 2.9% in percentage of revenue (2024: MEUR 179.5, or 2.3% as percentage of revenue) on technology, which includes salaries for our developers and data engineers.

           In 2025, HelloFresh Group capitalized MEUR 47.4 (or 23.8% of total technology expenditure) of technology costs focused on strategic technology initiatives in customer engagement, supply chain optimization, and operational foundations (2024: MEUR 47.7, or 22.2%). This amount remains stable, even as we have scaled our development into the use of Generative Artificial Intelligence, improvements of supply chain and delivery satisfaction, as well as investments into our customer loyalty journey.

           In 2025, HelloFresh Group accounted amortizations for MEUR 38.6 (2024: MEUR 33.1).

     2. ‌Performance Measurement System

        We have designed our internal performance management system, and defined appropriate performance indicators. Detailed weekly and monthly reports are an important element of our internal management and control system. The financial performance measures we use are oriented toward our investors' interests and expectations. We use both financial and non-financial performance indicators to measure the success in implementing our strategy.

        1. ‌Financial Performance Indicators

           HelloFresh Group steers its operations with revenue in constant currency (CC)1, AEBITDA and starting from December 2024 AEBIT (excluding impairment) as leading key financial performance indicators. Starting from 2026, we are shifting our internal management focus and primary steering to revenue in constant currency and AEBITDA in constant currency, moving away from AEBIT (excluding impairment) and AEBITDA in the reported currency.

           By adopting AEBITDA in constant currency as a leading key financial performance indicator, we will neutralize FX volatility which involves significant external variables outside of the Group's operational control. This transition provides stakeholders with a more accurate reflection of the underlying operational efficiency of the business. The adequate comparative financial indicator for AEBITDA in constant currency1 is the AEBITDA in reported currency since the FX rates in both KPIs are comparable.

           While in the last year AEBIT was introduced to monitor the earnings impact of specific investment cycles and reorganization, the Group is transitioning its focus toward core operational performance via AEBITDA in constant currency. This shift acknowledges that subsequent Depreciation and Amortization charges are largely predetermined by prior capital expenditure.

           Revenue in constant currency

           AEBITDA

           (until the end of 2025)

           AEBITDA

           in constant currency

           (from 2026)

           AEBIT

           (excl. impairment) (until the end of 2025)

           Revenue is primarily generated from the sale of meal kits, containing recipes and the corresponding ingredients, add-ons, and ready-to-eat meals as well as shipping fee. Revenue is recognized when the goods have been delivered to the customer. Revenue represents amounts receivable for goods supplied, stated net of promotional discounts, customer credits, refunds, and VAT.

           Revenue in constant currency is an indicator of the demand for our products, and an important factor for the long-term increase in corporate value.

           Adjusted Earnings before Interest, Taxes, Depreciation of property, plant and equipment, Amortization of intangible assets and Impairment of non-current non-financial assets (property, plant and equipment, intangible assets, right-of-use assets and goodwill), "AEBITDA", is calculated by adjusting EBITDA for share-based compensation expenses, special items, and on segment level, holding fees.

           Special items consist of income and expenses that HelloFresh does not consider to be of a regularly recurring nature. These include but are not limited to items such as expenses in connection with M&A-transactions, costs related to reorganizations and restructurings, certain legal costs and prior period related effects. Starting in 2025, special items also include transformation project team related personnel expenses.

           Holding fees represent a remuneration for high value-adding services performed by HelloFresh SE (the holding), and for using the HelloFresh intellectual property rights.

           AEBITDA is an indicator for evaluating underlying operating profitability as it does exclude items that we believe are not reflective of the underlying business performance.

           By adopting AEBITDA in constant currency from 2026 as a leading key financial performance indicator, we will neutralize FX volatility which involves significant external variables outside of the Group's operational control.

           Adjusted Earnings before Interest and Taxes (excluding impairment), represents EBIT excluding impairment of non-current non-financial assets, before share-based compensation expenses, holding fees, and special items.

           AEBIT is an indicator for evaluating operating profitability.

           1 Constant currency (CC) - PL line items denominated in a currency other than Euro for a given month and the corresponding month in the prior year, which is translated into Euro by using the average exchange rate for the respective month in the prior year for each period.

           In addition to the above-stated key financial performance indicators, the following auxiliary financial performance indicators are relevant to an evaluation of our performance and the cash flows generated by our business, although they are not employed as the basis for managing the Group as a whole.

           Contribution margin

           Revenue less procurement and cooking expenses and fulfilment costs. Contribution margin is an indicator for evaluating our operating performance, and margin development before marketing and G&A.

           Earnings before Interest, Taxes, Depreciation of Property, Plant and Equipment, Amortization of Intangible Assets, and Impairment of Property, plant and equipment and Intangible assets. "EBITDA" is operating

           EBITDA

           Operating working capital

           Capital expenditure

           Cash flow from operating activities

           Free cash flow

           Average order value (AOV)

           profit (EBIT - earnings before interest and taxes) before Depreciation, Amortization and Impairment on non-current non-financial assets.

           EBITDA is an indicator for evaluating operating profitability.

           We calculate operating working capital as the sum of inventories, trade receivables, VAT receivables and similar taxes, less trade payables (excluding Capex payables and Capex accruals), deferred revenue, VAT payables and similar taxes, and prepaid expenses and payroll liabilities.

           Cash used for purchase of Property, Plant, and Equipment (excluding lease assets recognized under IFRS 16), capitalized expenditures for software development, and purchase of software licenses.

           Capital expenditure is an indicator for the cash used in the operations for investment purposes.

           Operating cash flow reflects the cash generated from group's core business activities. It indicates the Company's ability to generate cash from its regular operations.

           Starting from December 2025 interest paid and received are not shown in cash flow from operating activities anymore. Interest paid is shown in cash flow from financing activities and interest received in cash flow from investing activities. This change was adopted to provide a more transparent and relevant representation of the Group's underlying activities, by isolating the effects of its capital structure and investment strategy. The change also aligns the Group's reporting with the upcoming requirements of IFRS 18 "Presentation and disclosure in the financial statements", facilitating better comparability with global peers ahead of the standard's mandatory adoption in 2027.

           Cash flow from operating activities reduced by capital expenditure (purchase of property, plant and equipment, intangibles assets and capitalized software development expenses), interest received and paid, and repayment of lease liabilities (IFRS 16).

           Starting from December 2025, our reported free cash flow metric also account for repayment of

           lease liabilities (IFRS 16). In our view, this gives a more accurate and complete view of the companies' cash flow profile.

           Total revenue (excluding retail revenue) divided by the number of orders in the corresponding period.

           Some of the indicators described above are, or can be, so-called non-GAAP financial measures. Other companies, that use financial measures with a similar designation, may define them differently.

        2. ‌Non-Financial Performance Indicators

           HelloFresh's results of operation, and financial condition are subject to a range of influences that in turn depend on several factors. In addition to the above-stated financial performance indicators, the Group uses a range of nonfinancial performance indicators in order to measure the economic success of business activities.

           We use number of orders as our most important non-financial performance indicator. This performance indicator is meaningful as number of orders is the metric to capture quarterly developments in the business, as it is agnostic as to how an order, and therefore the revenue it produces, is generated.

           Number of orders

           Number of orders represent the number of orders shipped to customers in a given period.

           An order typically consists of several meals, and can also contain additional add-on products.

           In addition, the following auxiliary non-financial performance indicators are relevant for evaluation of our performance with respect to customers, the market, our offerings and our environmental impact but are not employed as the basis for managing the Group as a whole:

           Meals delivered

           Meals delivered or Number of meals is defined as the number of individual serve/portion that have been delivered within the corresponding period, excluding pet meals.

           Food waste for environmental targets

           Carbon emissions

           The amount of food waste produced by the HelloFresh Group's own production facilities that is disposed of in landfills or by incineration per Euro of HelloFresh Group revenue ("food waste per Euro of revenue")

           The amount of CO2 emissions (Scope 1 and Scope 2), produced by the HelloFresh Group's own production

           for environmental targets facilities (operating sites) per Euro of HelloFresh Group revenue ("CO2 emissions per Euro of revenue")

           To streamline our financial reporting and ensure consistency between internal steering and external communication, we have removed "Orders per customer" from our auxiliary non-financial KPIs starting from the year ended

           31 December 2025.

           We believe that organic growth will continue to be a key driver of our future growth. We currently intend to increase the penetration in our markets by enlarging our customer base across our brands, particularly in our RTE product category, which we are also expanding into other geographies, and in our other product verticals such as pet food. In addition, we are targeting to continue increasing our average order value in our existing markets, by innovating on new products and meal moments that can lead to higher satisfaction and usage for our customers.

           With regards to the environmental KPIs relating to our targets for food waste and carbon emissions, we refer to our Non-Financial Report (for further reference see SECTION 9).

     3. ‌Economic Position
        1. ‌General Economic Conditions

           The global economic growth for 2025 was projected at 3.3%1 according to the IMF's January 2026 Outlook, reflecting a resilient economy despite a landscape reshaped by new trade policies and front-loading of imports. The United States continued to serve as a global anchor, supported by steady overall household spending and a robust labor market, while the Euro area saw a more modest recovery by comparison2.

           The global inflation trend showed significant cooling by year-end. In the Euro area, headline inflation reached the ECB's 2.0% target in December 20253. In the United States, while headline inflation eased, core inflation remained "sticky" at 2.9%4 as of December 2025, driven by the services sector and wage growth.

           Throughout 2025, monetary policy began a transition. Following a period of elevated rates, both the European Central Bank and the US Federal Reserve implemented gradual rate cuts in the second half of the year, with the Fed lowering its benchmark rate to a range from 3.50% to 3.75%5 by December 2025.

           Consumer sentiment in 2025 was defined by a widening K-shaped divergence in household financial health, as broad confidence indices reached multi-year lows by Q4 20256. This bifurcation created a dual-track market: while lower- and middle income consumers reported "trading down" for value due to persistent higher costs and a softening labor market, demand for high-end, time-saving solutions remained robust among higher-income household7. Supported by record equity markets, rising home values and strong saving rates, this high-income segment now accounts for a large proportion of the overall spend. For example, in the US it represents approximately 50% of total US consumer spending8. A similar dynamic can be identified in key European markets, which saw three quarters of European consumers in UK, Spain, Italy, France and Germany in Q1 2025 planning to trade down in their spend versus the previous quarter, while only a third would 'splurge' in the subsequent quarter9. Against a backdrop of geopolitical tension and trade disputes, these economic risks kept European household saving rates elevated at roughly 15%2 as of year-end 2025.

           1. ‌International Markets

              HelloFresh operates across a number of diverse markets where performance is increasingly subject to geographical nuances.

              Economic growth in the Euro area during 2025 followed a trajectory of stabilization, though it remained characterized by structural divergences. Following a resilient first half of the year, boosted by a "front-loading" of exports in anticipation of global trade policy shifts, growth normalized in the second half 2025. According to the European Commission Autumn 2025 Forecast, the Euro area's real GDP was projected to grow by 1.3%2 in 2025, an improvement over the 0.8% growth recorded in 20242. This performance was supported by a gradual recovery in private consumption as nominal wages continue to outpace inflation in 2025. However, Germany continued to underperform its peers; while it returned to growth after a contraction in 2024, its estimated 2025 expansion of only 0.2%10 reflects persistent structural headwinds in manufacturing and policy uncertainty.

              In the United Kingdom, another large market for HelloFresh, the economy demonstrated some resilience in 2025 compared to the previous year. Real GDP is estimated to have grown by 1.4%2 in 2025, an acceleration from the growth seen in 2024. This growth was primarily driven by the services sector. While headline inflation in the UK remained slightly higher than in the Eurozone, ending the year at 3.2%2, the pressure on household budgets began to ease as private sector wage growth finally outpaced price increases. Despite this recovery, consumer-facing services cooled toward the end of Q4 2025, with a marginal dip in consumer-facing output as households remained cautious ahead of the winter season.

              Performance across other International markets remained varied. In Australia, the economy showed signs of a rebound in late 2025, with annual GDP growth reaching 2.1%2 by the third quarter.

              In Nordics, Denmark remained a regional standout with 2.0%2 annual GDP growth, while Sweden with 1.5%2 began to recover from its 2024 contraction, supported by a series of interest rate cuts that eased the burden on highly leveraged households.

              1 International Monetary Fund (IMF), World Economic Outlook, January 2026.

              2 European Commission, European Economic Forecast Autumn 2025, November 2025.

              3 Eurostat, Flash Estimate of Euro Area Inflation, January 2026.

              4 U.S. Federal Reserve, Summary of Economic Projections, December 2025.

              5 U.S. Federal Reserve, Press Release on Monetary Policy Decision, 10 December 2025.

              6 McKinsey & Company, Global Consumer Sentiment Survey, December 2025.

              7 Zacks Investment Management, Consumer Spending Outlook, December 2025.

              8 BMO Economics, U.S. Consumer Spending Analysis, November 2025.

              9 McKinsey Insights, An update on European consumer sentiment: Little change, lasting caution, December 2025.

              10 European Commission, Autumn Forecast - Germany, November 2025.

           2. ‌North America Markets

              North America remains the largest geographical segment by revenue, with the United States serving as a primary contributor amid a complex macroeconomic environment. According to the October 2025 World Economic Outlook issued by the IMF, the US economy showed resilience, with an estimated full-year GDP growth of 2.0%1. This performance was bolstered by a strong first half of the year, driven by robust consumer spending and wealth effects from a high-performing equity market, as well as by front loading of investments in anticipation of increased tariff burdens. However, momentum softened in the fourth quarter as the cumulative impact of elevated interest rates, weaker labor market and emerging trade frictions led to a more cautious spending environment. In practice and while having an impact on consumer sentiment, the economic impact of the newly announced U.S. tariffs proved more moderate than initially anticipated, as subsequent negotiations, exemptions, and phased implementation reduced the effective tariff burden relative to early policy announcements2, limiting the drag on U.S. growth and inflation3. In addition, the U.S. dollar depreciated against major currencies during much of 20251, reflecting narrowing interest rate differentials and policy uncertainty. Dollar weakness contributed to lower import price pressures in the U.S. While headline inflation trended toward 3.0%4 by year-end, the "last mile" of disinflation remained challenging due to persistent services inflation.

              In Canada, the economic narrative was more subdued. According to the Bank of Canada's October 2025 Monetary Policy Report, real GDP growth for 2025 was revised downward to 1.1%4. The Canadian economy faced headwinds from a sharp drop in export demand and high household debt-servicing costs, which moderated spend and consumption and led to a surge in the unemployment rate to 6.8%5 by December 2025. Despite these challenges, the Bank of Canada successfully maintained inflation near its 2.0% target, allowing for a series of rate cuts that brought the policy rate down to 2.25% by year-end, providing some relief to consumers entering 2026.6

        2. ‌Food Market Condition

           According to Euromonitor, US households spent approximately EUR 685 billion on "food at home" in 2025, representing 47% of their total food budget. In Western Europe, the figure reached EUR 982 billion, as consumers continued to allocate a higher portion, about 66%, of their budget to at-home consumption7.

           As of 2025, the global meal kit solutions market is valued at approximately USD 22.0 billion8, a growth year on year (2024: USD 19.5 billion) as consumers seek cost-effective alternatives to restaurant dining, which remains significantly more expensive on a per-meal basis.

           Simultaneously, the global Ready-to-Eat (RTE) food market is valued at approximately USD 425.4 billion9. While this RTE valuation includes a wide range of categories such as pre-packaged bakery items and snacks, the "Ready Meals" sub-segment is the fastest-growing niche within this category, valued at approximately USD 190.7 billion10. This last category is the primary focus of HelloFresh's brands Factor and Youfoodz.

           In 2025, we identified three overarching trends that have redefined the "food at home" landscape:

           • Functional health and the "GLP-1 effect": The rapid adoption of GLP-1 weight-loss medications has altered consumption patterns for millions of households. These consumers are moving away from high-calorie, ultra-processed snacks and toward nutrient-dense, protein-rich, and fiber-heavy meals that support muscle maintenance during weight loss.11

           • Hyper-personalization: Consumers are increasingly moving away from "one-size-fits-all" food. There is a growing demand for meal solutions tailored to specific dietary biomarkers, health goals (such as gut health or longevity), and lifestyle stages12. HelloFresh's ability to offer specialized plans like Green Chef (Keto/Paleo) directly addresses this demand for precision nutrition.

           • Convenience without compromise: While convenience remains the primary driver, 2025 saw a move from frozen and towards more chef-prepared, fresh-chilled options in RTE. Consumers now expect the speed of RTE with the

           1 International Monetary Fund (IMF), World Economic Outlook, October 2025.

           2 Peterson Institute for International Economics, U.S. Trade Policy and Tariff Tracker, 2025.

           3 U.S. Congressional Budget Office, Economic Effects of Trade Policy Changes, 2025

           4 U.S. Federal Reserve, Summary of Economic Projections, December 2025.

           5 Statistics Canada, Labour Force Survey, January 2026

           6 Bank of Canada, Policy Interest Rate Announcement, December 2025.

           7 Euromonitor International, Food and Nutrition Market Data, January 2026.

           8 SkyQuest Technology Consulting, Global Meal Kit Market Report, November 2025.

           9 Fortune Business Insights, Ready-to-Eat Food Market Report, November 2025.

           10 Fortune Business Insights, Prepared Meals Market Report, November 2025.

           11 2025 GLP-1 Consumer Opportunity Report, IFF, 2025

           12 Euromonitor International, Consumer Food Trends, December 2025.

           ingredient quality and transparency of a home-cooked meal, leading to the rise of "premium convenience" as a dominant category13.

           The competitive landscape for meal kit solutions remains highly localized. Direct major competitors include Home Chef (USA), Gousto (UK), Marley Spoon (Australia and USA), Cheffelo (Nordics), and Goodfood (Canada). In 2025, several peers continued to refine their operational models. In the RTE product category, HelloFresh competes with specialized players such as Tovala, CookUnity, and Daily Harvest. Additionally, we compete indirectly with traditional grocery stores and restaurant delivery platforms.

        3. ‌Course of business

           The year 2025 marked the formalization of an "efficiency reset" announced by the HelloFresh Group in its Capital Markets Day in March 2025, but initiated in H2 2024. Following a decade of rapid expansion, we pivoted our organizational focus toward maximizing unit economics and rightsizing our cost base. At the heart of this transition was our comprehensive efficiency program, which targets EUR 300 million in annual cost savings by the end of 2026. By the end of 2025, we successfully implemented measures representing approximately 80% of these projects. This reset included rightsizing our production footprint, the automation of key fulfillment centers in the DACH and UK regions and other measures aimed at increasing direct labor productivity. In line with our efficiency drive, and to account for a lower demand in 2025 vs. previous years, particularly in meal kits, we have streamlined our investment program to

           MEUR 130.1 in 2025 vs. MEUR 166.1 in previous year.

           In addition, 2025 saw a deliberate shift toward marketing expense discipline. We prioritized the acquisition of customers with high Return on Investment (ROI), resulting in a planned year-on-year decline in number of orders. While this led to a revenue in constant currency contraction, the underlying quality of our customer base improved. This is evidenced by a meaningful increase in Average Order Value (AOV) in constant currency, driven by reduced discounting and the successful rollout of our "Hello ReFresh" program, which enhanced meal variety and premium add-on penetration. This shift was particularly prevalent in our meal kit product category, which saw a decline in constant currency revenue of 12.7%, on the back of reductions in the marketing spend, but an improvement AEBITDA margin of 13.5% in 2025, vs. 9.8% in 2024.

           While our Ready-to-Eat (RTE) product category remains a long-term growth engine, 2025 presented specific operational headwinds in the North America segment, resulting in decline for the RTE product category for the year. The rapid scaling of our production sites coincided with regulatory classification changes requiring additional testing and recipe adjustments. These factors pressured the RTE category trajectory since Q1 2025, resulting in a performance profile that lagged behind our initial expectations. The "Factor ReFresh" initiative, which we launched in H2 2025, doubling the weekly menu options and improving packaging is aimed at restoring momentum and bridging the gap to our long-term margin targets.

           Overall, against various uncertainties in the macroeconomic environment and a deliberate effort to target a smaller yet more profitable number of customers, HelloFresh has experienced a decline in revenue for 2025. On a constant currency basis, the revenue decreased by 9.0% compared to 2024. In Euro-reported terms, the revenue decreased by 11.8% compared to 2024. Differences between the Euro-reported and constant currency figures were driven by foreign exchange rate fluctuations during the year, for the North America segment the USD and CAD vs. the EUR, for the International segment primarily the GBP, AUD, SEK and DKK vs. the EUR. The 9.0% decline in constant currency is the result of: (i) a meaningful increase in average order value of 3.5% on a constant currency basis, offset by (ii) a 12.3% decrease in the total number of orders. Growth in average order value was driven by the take-up of more meals per order, add-ons, increased take-up of surcharge products per order, year-on-year price increases in several markets, and the increased contribution of our RTE products to the mix, as they normally carry an order value on average higher than our meal kit product category. The decrease in the total number of orders is primarily driven by a focus acquiring on average more profitable customers and lower demand for our meal kits and RTE.

           13 Fortune Business Insights, Premium Convenience and Ready-to-Eat Trends, October 2025.

           In 2025 HelloFresh more forcefully pushed its strong focus on disciplined marketing investments and therefore targeting to acquire fewer, but on average more profitable customers. Consequently, and to account for how macroeconomic uncertainties impact consumer sentiment, HelloFresh reduced its revenue outlook for the fiscal year 2025 for the HelloFresh Group on a constant currency basis from previously between (3.0%) and (8.0%) to between (6.0%) and (8.0%). HelloFresh's 2025 revenue fluctuation of (9.0%) in constant currency narrowly missed the revised guidance, driven by a slower than expected recovery of the RTE product category in the US.

           During the fiscal year 2025, we found it necessary to update our AEBITDA outlook to reflect the prevailing macroeconomic environment. While the Group's underlying earnings performance remained in line, persistent foreign exchange headwinds, particularly the USD to EUR volatility, required a technical adjustment to our reported figures. Consequently, in August 2025, we marked our guidance to market, revising the AEBITDA range from MEUR 415 to MEUR 465 (previously from MEUR 450 to MEUR 500). This adjustment was a reflection of FX translation impacts and did

           not represent a deterioration in our operational margin assumptions, which remained firm throughout the year. In 2025, HelloFresh accounted AEBITDA for MEUR 422.8, as the efficiency reset improvements more than offset the AEBITDA impact of the decline in revenue.

           An FX driven adjustment of a similar magnitude was applied to the AEBIT (excluding impairment) outlook, resulting in an AEBIT (excluding impairment) range of MEUR 175 to MEUR 225 (previously MEUR 200 to MEUR 250). In 2025, HelloFresh accounted AEBIT (excluding impairment) for MEUR 181.5.

           For the North America segment, HelloFresh reported a full year revenue change rate of (13.0%) on a constant currency basis, delivering an AEBITDA of MEUR 385.3 in 2025 (2024: MEUR 368.8). For the International segment, HelloFresh reported a change in revenue of (1.4%) in 2025 on a constant currency basis, achieving an AEBITDA of MEUR 209.3 in 2025 (2024: MEUR 186.8). Please refer to NOTE 5 of the consolidated financial statements for the full information on performance of the operating segments.

           From a product category perspective, HelloFresh experienced a decrease in its constant currency meal-kit revenue of (12.7%) and increase of its AEBITDA from MEUR 542.3 in 2024 to MEUR 634.2 in 2025. On the other side, RTE product group contracted on a constant currency basis by (1.4%) in 2025, which impacted its AEBITDA, that decreased from MEUR 31.6 in 2024 to MEUR (23.6) in 2025.

        4. ‌Overall Statement of the Management Board on the Course of Business and Economic Environment

           Throughout 2025, the Group navigated a complex transition, balancing the stabilization of our core Meal Kit product category with the operational scaling of our Ready-to-Eat category. Reflecting our focus on profitable growth, 2025 revenue decreased by 9.0% on a constant currency basis, yet the resulting efficiency improvements lifted Adjusted EBITDA by 5.8% to MEUR 422.8.

           The priority for 2025 has been to readjust our cost structure to the current size of the business as we navigate this period of transition. We expect that improved unit economics and lower fixed costs will contribute to a better cash flow generation, even when it comes at the expenses of lower volumes initially.

           During this transition phase, we had primarily focused on providing excellent customer value and on enhancing our AEBIT (excluding impairment) and Free Cash Flow ('FCF') potential. We have therefore initiated decisive steps increasing our efficiency from 2025 onwards: fixing structural inefficiencies, rebuilding cost discipline, and simplifying our operating model. In parallel, our teams mitigated inflationary pressures with price increase and scenario-planned for looming tariff threats, all consuming significant mind share.

           At the same time, we have continued to innovate on behalf of our customers. To seize this opportunity, we are executing a multi-year strategy called "The Refresh" for each of our key product categories. At its heart it is a simple but powerful idea, to leverage our meaningfully improved cost base to reinvest into what matters most: a radically better food experience. That means upgrading the quality, variety, and personalization of our meals, and massively expanding the number of options customers can choose from across Meal Kits and Ready-to-Eat.

        5. ‌HelloFresh Share and Share Capital Structure

           The HelloFresh shares are listed on the Frankfurt Stock Exchange (Prime Standard). The stock is currently included the SDAX Index. HelloFresh's share price closed 48 % lower throughout 2025.

           The HelloFresh Share

           Type of shares Ordinary bearer shares with no par value

           Share Capital EUR 159,000,000

           Number of shares issued 159,000,000

           Total number of shares outstanding at 31 Dec 25 (net of Treasury shares) 147,665,573

           ISIN DE000A161408

           WKN A16140

           Share Performance 2025

           High 2025 (17 February 2025) EUR 13.52

           Low 2025 (21 November 2025) EUR 5.33

           Closing Price (31 December 2025) EUR 6.16

           Trading Liquidity 2025

           Average daily trading volume (shares)* 1,217,051

           Average daily trading volume 2025 (EURm)* 10.1

           *Based on trading on XETRA

           For further details in respect to share capital structure refer to the NOTE 17 to the Consolidated Financial statements.

     4. ‌Position of the Group

        The consolidated financial statements of HelloFresh were prepared in accordance with IFRS, as adopted by the European Union.

        1. ‌Earnings Position of the Group

           In MEUR	2025	2024	YoY
           Revenue	6,760.8	7,661.3	(11.8 %)
           Revenue constant currency	6,971.4	7,661.3	(9.0 %)
           Procurement and cooking expenses	(2,591.4)	(2,883.1)	(10.1 %)
           % of revenue	(38.3 %)	(37.6 %)	(0.7 pp)
           Fulfilment expenses	(2,480.4)	(3,017.6)	(17.8 %)
           % of revenue	(36.7 %)	(39.4 %)	2.7 pp
           Contribution margin	1,688.9	1,760.5	(4.1 %)
           % of revenue	25.0 %	23.0 %	2.0 pp
           Contribution margin (excl. SBC)	1,706.5	1,793.4	(4.8 %)
           % of revenue	25.2 %	23.4 %	1.8 pp
           Contribution margin (excl. SBC and impairment)	1,812.6	1,974.9	(8.2 %)
           % of revenue	26.8 %	25.8 %	1.0 pp
           Marketing expenses	(1,245.0)	(1,455.0)	(14.4 %)
           % of revenue	(18.4 %)	(19.0 %)	0.6 pp
           Marketing expenses (excl. SBC)	(1,237.9)	(1,441.4)	(14.1 %)
           % of revenue	(18.3 %)	(18.8 %)	0.5 pp
           G&A expenses, other operating income and expenses, and loss allowance on trade receivables	(445.8)	(482.7)	(7.6 %)
           % of revenue	(6.6 %)	(6.3 %)	(0.3 pp)
           G&A expenses, other operating income and expenses, and loss allowance on trade receivables (excl. SBC)	(411.5)	(434.8)	(5.4 %)
           % of revenue	(6.1 %)	(5.7 %)	(0.4 pp)
           EBIT	(2.0)	(177.1)	(98.9 %)
           % of revenue	0.0 %	(2.3 %)	2.3 pp
           Depreciation, amortization and impairment	348.1	444.7	(21.7 %)
           EBITDA	346.1	267.5	29.4 %
           % of revenue	5.1 %	3.5 %	1.6 pp
           Special items	17.7	37.5	(52.9 %)
           Share-based compensation expenses	59.0	94.4	(37.5%)
           AEBITDA	422.8	399.4	5.8 %
           % of revenue	6.3 %	5.2 %	1.0 pp
           AEBIT	74.7	(45.2)	(265.3 %)
           % of revenue	1.1 %	(0.6 %)	1.7 pp
           AEBIT (excl. impairment)	181.5	135.9	33.6 %
           % of revenue	2.7 %	1.8 %	0.9 pp
           Income taxes	(29.9)	42.3	(170.8 %)
           Loss for the year	(92.9)	(137.1)	(32.3 %)
           % of revenue	(1.4 %)	(1.8 %)	0.4 pp

           For 2025, in euro terms, HelloFresh's revenue decreased by 11.8 % to MEUR 6,760.8 (2024: MEUR 7,661.3). On a constant currency basis, revenue decreased by 9.0 %, and the variance with euro-reported values is due to meaningful YoY depreciation of the US Dollar and other trading currencies against the euro during 2025. Meanwhile, revenue fluctuation was driven by: (i) a 12.3 % decrease in the total number of orders, reflecting a deliberate shift toward marketing discipline, and partially offset by (ii) a 3.5 % increase in average order value on constant currency basis consequence of improvement on our customer base and reduction of discounting.

           In 2025, procurement and cooking expenses as percentage of revenue increased to 38.3 % (2024: 37.6 %), as we invested more in product quality, choice and portion sizes. However, fulfilment expenses as a percentage of revenue saw a meaningful decrease from 39.4 % to 36.7 % in 2025 driven by better operational efficiency throughout the year.

           Contribution margin (excluding SBC) as a percentage of revenue increased 1.8 pp to 25.2 % compared to prior year (2024: 23.4 %) reflecting our ongoing commitment to execute our efficiency program. 2025 represented a period of alignment to our "efficiency reset". This reset included rightsizing our production footprint to account for a lower demand in 2025, and as a result we recognized a non-cash impairment expense of MEUR 106.0 (2024: MEUR 181.5). Those impairments were accounted in fulfilment expenses for MEUR 106.0 (2024: MEUR 172.1). Contribution margin (excluding SBC and impairments) as a percentage of revenue in 2025 increased to 26.8 % compared to 25.8 % in the prior year due to drivers described above.

           Marketing expenses (excluding SBC) as a percentage of revenue decreased to 18.3 % compared to 18.8 % in previous year. The development of marketing expenses as a percentage of revenue is the result of two counter-acting factors across the primary product categories. This dynamic is explained by a continued step-down in marketing spend for meal kits, in both absolute and as a percentage of revenue terms, as a result of pursuing a higher marketing ROI. Meanwhile, marketing spend for the RTE product category increased in 2025.

           General and administrative expenses, other income and expenses, and loss allowance on trade receivables as a percentage of revenue increased at 6.6 % in 2025 (2024: 6.3 %). While the percentage stayed mostly consistent, the absolute spend decreased from MEUR 482.7 in 2024 to MEUR 445.8 in 2025; the reduction was mainly driven by our company-wide efficiency program and by a decrease in share-based compensation. General and administrative expenses, other operating income and expenses, and loss allowance on trade receivables (excluding SBC) represented

           6.1 % of revenue in 2025, an increase year-over-year (2024: 5.7 %).

           The Group was close to operating break-even in 2025, reporting an EBIT of MEUR (2.0). This represents a significant margin improvement to (0.0 %), up from (2.3 %) in 2024, driven by the efficiency gains and strategies mentioned above.

           Special items decreased significantly to MEUR 17.7 in 2025, down from MEUR 37.5 in 2024. These year's expenses were primarily driven by reorganization initiatives amounting to MEUR 20.2 (2024: MEUR 9.5), rationalization of certain fulfilment centers for MEUR 1.8 (2024: MEUR 14.9), partially offset by a credit of MEUR 8.5 related to prior period (2024: Nil).

           Share-based compensation ("SBC") expenses for the year 2025 amounted to MEUR 59.0 (2024: MEUR 94.4). The decrease was mainly driven by a reduction in the number of beneficiaries under HelloFresh's share-based compensation program, implemented in early 2025 as part of the Company's ongoing efficiency program.

           Adjusted EBITDA (AEBITDA) rose to MEUR 422.8 in 2025, representing a margin of 6.3 %. This is a solid improvement over the MEUR 399.4 and 5.2 % margin achieved in 2024. The growth was primarily driven by the good performance of our contribution margin, resulting from the efforts on the ongoing efficiency program, and a reduction in relative marketing expenses.

           AEBIT (excluding impairments) amounts to MEUR 181.5, a margin of 2.7 % for the year 2025, compared to MEUR 135.9, and a margin of 1.8 % in 2024.

           The Group recorded an income tax expense of MEUR 29.9 for 2025, down from a tax gain of MEUR 42.3 in the prior year. This was driven by tax expenses accrued by profitable companies, and the non-recognition of deferred tax assets for loss-making subsidiaries. Furthermore, the previous year's amounts were impacted by a tax surplus resulting from a bilateral mutual agreement procedure (MAP) and an advance pricing agreement (APA).

           Net loss improved to MEUR 92.9 for the year 2025, a significant reduction from MEUR 137.1 loss reported for the year 2024. This progress was driven by the operational gains mentioned above, though it was partially impacted by shifts in finance income and taxes. Specifically, a weaker USD against the EUR lead to higher foreign exchange losses and higher finance expense (MEUR: 48.4) compared to the previous year's expense (2024: MEUR 4.4).

        2. ‌Financial Position of the Group

     Cash flow from operating activities improved to MEUR 297.4 in the year 2025, compared to MEUR 259.7 in 2024.

     This growth was primarily driven by our higher AEBITDA of MEUR 422.8 in 2025 vs MEUR 399.4 in 2024, resulting in a reduction of net loss (2025: MEUR 92.9 vs 2024: MEUR 137.1). Furthermore, we saw a favorable trend in working capital, with outflows narrowing to MEUR 63.4 (2024: MEUR 117.1). This was largely due to the timing effect of deliveries and payment cycles, reflected in a deferred revenue balance of MEUR 72.8 (2024: MEUR 64.4). These gains were partially offset by an increase in income taxes paid, which rose to MEUR 50.7 compared with MEUR 30.2 in 2024.

     Cash outflow from investing activities decreased to MEUR 120.8 in 2025 (2024: MEUR 149.8). This reduction was primarily driven by a more disciplined investment program, with capital expenditures falling to MEUR 130.1 from MEUR 166.1 in the prior year. This was slightly offset by a MEUR 4.5 payment related to a purchase price liability, which did not occur in 2024.

     Cash used in financing activities increased to MEUR 438.4 in 2025, up from MEUR 60.1 in 2024. This significant change was driven by: (i) repayment of convertible bond for MEUR 137.0 (2024: Nil), (ii) the Group returned value to shareholders by repurchasing 16,700,127 shares for MEUR 132.6 (2024: MEUR 83.1) at a weighted average price of

     EUR 7.94 per share, (iii) total lease principal repayments (IFRS 16) rose to MEUR 123.9 (2024: MEUR 96.8), which includes a one-time cash payment of MEUR 20.7 for the early termination of two US production facilities' leases, and

2. repayment of the term loan of MEUR 10.8 (2024: proceeds from term loan for MEUR 188.2). For the year 2025, and its comparative, the HelloFresh cash flow position is as follow:

In 2025, the Group successfully moved to a positive Free Cash Flow (FCF) position of MEUR 18.9, a significant turnaround from the MEUR (23.6) in prior year. This improvement in the FCF was driven by strong cash flows from operating activities and a more targeted approach to our investment program. Starting from December 2025, our reported free cash flow metric also account for repayment of lease liabilities (IFRS 16). In our view, this gives a more accurate and complete view of the companies' cash flow profile. Comparative have been adjusted accordingly.