Interim Management report as of and for the nine months ended 30 September 2025
LOTTOMATICA GROUP S.p.A.
Via degli Aldobrandeschi 300 00163 ROME (RM)
Share capital Euro 10,000,000.00 (fully paid up)
Tax Code 11008400969
Rome Business Register No. RM - 1694552 https://www.lottomaticagroup.com
Contents
Corporate bodies and external auditor 3
Interim management report 4
Corporate information 4
Condensed consolidated interim financial statements as of and for the nine months ended 30 September 2025 30Consolidated statement of comprehensive income 31
Consolidated statement of comprehensive income 32
Consolidated statement of financial position 33
Consolidated statement of cash flows 34
Consolidated statement of changes in equity 35
Explanatory notes to the condensed consolidated interim financial statements as of and for the nine months ended 30 September 2025 36 Corporate bodies and external auditorBoard of Directors
Guglielmo Angelozzi Executive Chairman3and Chief Executive Officer
Laurence Van Lancker Deputy Chief Executive Officer2
Nadine Farida Faruque Independent Director1and Lead Independent Director4 (b) (c) (d)
Alessandro Fiumara Director2
John Paul Maurice Bowtell Director
Catherine Renee Anne Guillouard Director(a) (d)
Augusta Iannini Independent Director1 (a) (b) (c)
Gaia Mazzalveri Independent Director1 (a) (c)
Marzia Mastrogiacomo Independent Director1 (b) (d)
Tiziana Togna Independent Director1 5 (c)
Fabrizio Virtuani Independent Director1 5 (a)
Board of Directors appointed by the Shareholders' Meeting on 27 February 2023, effective from 3 May 2023 until the approval of the financial statements as of 31 December 2025.
Independent director pursuant to Article 147-ter, paragraph 4, and Article 148, paragraph 3, of the TUF and Article 2 of the Corporate Governance Code.
Appointed by the Board of Directors held on 2 July 2025, with effect from that date and until the next Shareholders' Meeting.
The Director, currently serving as Chief Executive Officer of the Company, was also appointed Executive Chairman of the Board of Directors on 2 July 2025, with effect from that date.
Appointed by the Board of Directors on 2 July 2025, with effect from that date.
Appointed by the Board of Directors held on 5 September 2025, with effect from that date and until the next Shareholders' Meeting.
(a)Control and Risks Committee member.
(b)Appointments and Remuneration Committee member.
(c)Related parties transaction Committee member.
(d)ESG Committee member.
Board of Statutory Auditors
Andrea Lionzo Chairman
Giancarlo Russo Corvace Auditor
Veronica Tibiletti Auditor
Angela Frisullo Alternative Auditor
Alberto Incollingo Alternative Auditor
Board of Statutory Auditors appointed by the Shareholders' Meeting on 15 March 2023 effective from 3 May 2023 until the approval of the financial statements as of 31 December 2025.
Independent External Auditors PricewaterhouseCoopers S.p.A.
Interim management report
Corporate informationLottomatica Group S.p.A. (hereinafter "Lottomatica Group" or the ''Company'' and together with its subsidiaries the ''Group''), is a company incorporated on 15 October 2019 and domiciled in Italy, with registered offices in Rome, Via degli Aldobrandeschi, 300, organized under the laws of the Republic of Italy. The Company is listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A., since 3 May 2023; it was included in the STOXX Europe 600 Index (SXXP), a stock index comprising 600 leading European companies, in June 2025 and in the FTSE MIB index, which includes the top 40 Italian companies by market capitalization and stock liquidity, on 22 September 2025.
It should be noted that, on 24 April 2024, GBO S.p.A. completed the acquisition of 100% of the share capital of SKS365 Malta Holdings Limited (merged into GBO S.p.A. during 2025) for a consideration of Euro 621.5 million (the "SKS365 Acquisition"), following the customary regulatory and competition approvals. The company was consolidated starting from 30 April 2024. It is also noted that, SKS365 Malta Limited, a subsidiary of SKS365 Malta Holdings Limited, was renamed to PWO Limited (now PWO S.p.A., hereinafter "PWO") following the acquisition.
On 13 May 2025, the Company issued fixed-rate senior secured notes for a principal amount of Euro 1,100 million. The net proceeds from the issuance were used to finance the early repayment of the fixed-rate senior secured notes maturing in 2028 and the floating rate senior secured notes maturing in 2030, originally issued by Lottomatica S.p.A. (merged into the Company in 2024) on 1 June 2023 and 14 December 2023, respectively, plus accrued and unpaid interest, and the make-whole payment due to early repayment (hereinafter the "Refinancing 2025").
On 17 June 2025, Gamma Intermediate S.à r.l. completed the sale of its entire stake in Lottomatica Group S.p.A., equal to 21.3% of the share capital, through a private placement.
For further details, please refer to Note 4 "Key events occurring during the period" of this document and Note 11.2 to the Company's condensed consolidated interim financial statements as of and for the nine months ended 30 September 2025 (the "Condensed Consolidated Interim Financial Statements").
The information in this interim management report refers to the nine months ended 30 September 2025 and 2024. It is recalled that all financial information and business-related information (i.e., bet, number of points of sales, rights, etc.) presented in this report include PWO contribution from 1 May 2024.
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Overview
The Group is the largest player in the Italian gaming market1, with Euro 32.5 billion in bets collected and Euro 1,640.1 million in Revenues for Reportable Segment recorded during the nine months ended 30 September 2025, through a network of 4,0242 betting rights, 26 horse-race betting rights, 19,831 VLT rights, 67,481 NOE AWP operating permits and 49,1323 owned AWPs and a network of around 17,397 points of sale of which 125 managed directly as of 30 September 2025.
The Group has the following operating segments: Online, Sports Franchise and Gaming Franchise, as described below.
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Online
The Group's Online activity comprises the offer of a wide range of online games through the
GoldBet.it, Better.it, Lottomatica.it, Betflag.it, Totosì.it and Planetwin365.it websites, as follows:- iSports: sports betting, virtual betting and horse betting;
- iGaming: online casino games;
-
other online products: such as bingo, poker, betting exchange and skill games.
The Online segment generated bets of Euro 21,628.3 million for the nine months ended 30 September 2025, an increase compared to Euro 17,121.6 million for the nine months ended 30 September 2024.
-
Sports Franchise
The Group's Sports Franchise activity consists in the collection of sports betting, virtual betting and horserace betting through a franchise network of 3,766 operating PoS as of 30 September 2025, through GoldBet, Intralot, Better and Planetwin365 brands. The Sports Franchise segment generated bets of Euro 2,805.3 million for the nine months ended 30 September 2025 compared to Euro 2,500.6 million for the nine months ended 30 September 2024.
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Gaming Franchise
The Group's Gaming Franchise business comprises direct management of gaming halls and concession activities for VLTs and AWPs, managed according to different types of business models depending on the level of integration in the value chain. These business models range from the sole interconnection of machines prescribed by the concession to the ownership and management of the machines and the gaming halls. As of 30 September 2025, the Group's Gaming Franchise business included 18,301 operative VLTs and 64,019 operative AWPs. For the nine months ended 30 September
1Based on revenues.
2Including 8 betting rights of Ricreativo B S.p.A..
3The figure as of 30 September 2025 does not consider AWP machines that the group holds in inventory.
2025, there were 125 gaming halls under direct management of the Group, which leveraged the Group's
proprietary distribution formats and brands.
The Gaming Franchise segment generated bets of Euro 8,048.5 million for the nine months ended 30 September 2025, compared to Euro 8,167.3 million for the nine months ended 30 September 2024. The following paragraphs provide more specific details regarding the i) AWP, ii) VLT and iii) Retail and Street Operations product divisions.
Amusement With Prize machines (AWPs)AWPs are relatively easy to play and offer players a good level of interaction, through the use of a graphical reel containing pictures.
The maximum cost of each single game is Euro 1.00 and each game may last between four and thirteen seconds. Any winnings must be distributed immediately after the game (only) in coins and jackpots are not permitted4. The machine must calculate winnings in an unpredictable way over a cycle of a maximum of 140,000 games.
Video Lottery Terminals (VLTs)VLTs are similar to slot machines, except that they are connected to a centralized computer system that determines the outcome of each wager by using a random number generator located inside the terminal.
Relevant legislation requires that bet per game may range from a minimum of Euro 0.50 to a maximum of Euro 10.00, with payouts of up to Euro 5,000.00 as well as the chance to win jackpots of up to Euro 500,000.005. The Group currently offers four VLT platforms (Spielo, Novomatic, Inspired and WMG).
Management of owned gaming halls and AWPs (Retail and Street Operations)Since 2012, the Group has pursued a strategy of vertical integration involving the direct management of owned gaming halls ("Retail"), with such business being subsequently supplemented by direct management of owned AWPs ("Street Operations"). As of 30 September 2025, the Group directly manages 125 halls and 49,1323 owned AWPs.
4By law, monetary winnings must not exceed Euro 100 for a single play and as of January 2020, the minimum pay-out is set by law at 65.0% (Law No. 160 of 27 December 2019 - the so-called "2020 Budget Law" - effective as of 1 January 2020). For details regarding the evolution of PREU flat-tax rates, see the relevant comments in the consolidated financial statements as of and for the year ended 31 December 2024.
5As of January 2020, the percentage of bets paid out as winnings may not be lower than 83.0% (Law No. 160 of 27 December 2019 - the so-called "2020 Budget Law" - effective as of 1 January 2020). For details regarding the evolution of PREU flat-tax rates, see the relevant comments in the consolidated financial statements as of and for the year ended 31 December 2024.
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Online
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Alternative performance measures
This document includes, in addition to the financial measures provided by IFRS® Accounting Standards ("IFRS Accounting Standards"), several measures derived from the latter even if not defined by IFRS Accounting Standards (hereinafter the "Non-GAAP Measures") which are presented in accordance with the provisions of the recommendations contained in the document prepared by ESMA, No.1415 of 2015, published on 5 October 2015, as incorporated by Consob Communication 0092543 dated 3 December 2015. These measures are consistent with the approach adopted by the Group's management for monitoring business performance (as described in Note 6 to the Condensed Consolidated Interim Financial Statements) and are presented to facilitate a more comprehensive understanding of the Group's performance. They should not be considered alternatives to the measures provided by IFRS Accounting Standards. Specifically, the Non-GAAP Measures used are as follows:
- Revenues for Reportable Segment: defined as consolidated revenue adjusted to include the revenue of equity accounted investments in which the Group holds an interest of more than 50%.
- Adjusted EBITDA: calculated as net profit for the period adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) depreciation, amortization and impairments; (vi) Adjusted EBITDA, (as defined herein), of equity accounted investments in which the Group holds an interest of more than 50% (vii) costs related to M&A and international activities; (viii) integration costs (including expenses on corporate restructuring, redundancy and costs incurred in relation to renegotiated contracts); and (ix) other income and expenses that, in view of their nature, are not reasonably expected to recur in future periods.
- Adjusted EBITDA Margin: calculated as the ratio of Adjusted EBITDA divided by Revenues for the period.
- Adjusted EBIT: calculated as net profit for the period adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) amortization of higher value of assets resulting from business combinations following the purchase price allocation process ("PPA"); and (vi) other non-recurring costs and income excluded from Adjusted EBITDA.
- Adjusted Net Profit: calculated as net profit for the period adjusted for: (i) amortization of higher value of assets resulting from business combinations following the PPA process; (ii) other non-recurring costs and income excluded from Adjusted EBITDA, (iii) finance income and expenses that, due to their nature, are not reasonably expected to recur in future periods, (iv) other non-monetary items recorded in finance expenses and (v) tax effects on such adjustments.
- Adjusted Net Profit per Share: calculated as Adjusted Net Profit divided by the outstanding number of shares of the Company (excluding treasury shares).
- Cash Capital Expenditures: calculated as cash outflows for (i) recurring capital expenditure, (ii) concession capital expenditure and (iii) extraordinary capital expenditure related to investments for extraordinary projects and deferred consideration for the acquisition of subsidiaries and business units.
- Operating Cash Flow: defined as the sum of Adjusted EBITDA less (i) recurring capex and (ii) concession capex.
- Cash Conversion Rate: calculated as the ratio of Operating Cash Flow divided by Adjusted EBITDA.
- Net Financial Debt: calculated as the sum of (i) the principal amount of the notes, (ii) payables related to IFRS 16, net of (iii) cash and cash equivalents.
- Net Financial Indebtedness - ESMA: determined as required by Consob Communication DEM/6064293 of 28 July 2006 and amended by Consob Communication No. 5/21 of 29 April 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of 4 March 2021 on disclosure requirements under the Prospectus Regulation.
The following table provides details of the main financial and economic indicators for the periods indicated:
As of and for the nine months
ended 30 September
As of and for the year ended 31 December
(In thousands of Euro) 2025 2024* 2024
Revenues
1,634,404
1,417,425
2,004,725
Revenues for Reportable Segment **
1,640,135
1,417,425
2,004,725
Adjusted EBITDA
617,265
483,097
706,922
Adjusted EBIT
473,054
358,594
535,648
Adjusted Net Profit
257,443
160,619
254,260
Profit for the period
98,284
50,550
103,839
Total shareholders' equity
502,925
513,890
565,503
Net Financial Indebtedness - ESMA
1,986,167
1,982,774
1,954,275
Net Financial Indebtedness
1,856,329
1,900,908
1,872,825
Cash Capital Expenditures
(186,339)
(218,541)
(261,501)
Operating Cash Flow
503,979
353,324
556,831
Cash Conversion Rate
81.6%
73.1%
78.8%
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
** Includes Cristaltec group revenues of Euro 5.7 million for the nine months ended 30 September 2025, consistent with the approach adopted by management to monitor the results of the operating segments.
DisclaimerThis document contains forward-looking statements (in particular in the sections headed "Foreseeable operating performance" and "Significant events occurring after the reporting date") which are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Many of these risks and uncertainties relate to factors that are beyond the company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors. Therefore, the Company actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, economic conditions globally, social, political, economic and regulatory developments or changes in economic or technological trends or conditions in Italy and internationally. Consequently, the Company makes no representation, whether expressed or implied, as to the conformity of the actual results with those projected in the forward-looking statements. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made.
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Macroeconomic context
The trade deals signed by the United States with the European Union and other trading partners are setting out a new framework for trade relations. The situation is still unfolding and the uncertainty over trade policies continues to weigh on the outlook for the global economy in the medium term. The higher tariffs contributed to a decline in international trade in the second quarter. In the spring months, euro-area GDP decelerated sharply due to the fading of the extraordinary boost in US demand that had sustained it in the first quarter, as a result of the frontloading of purchases ahead of tariffs taking effect. GDP growth was subdued in the summer as well.6
At its July and September meetings, the European Central Bank Governing Council kept its key interest rates unchanged. The cost of credit to firms declined further between May and August, owing to the pass-through of the previous easing of monetary policy. Despite this decline, loan growth remained moderate, reflecting weak demand and trade tensions.
Italy's GDP fell slightly in the second quarter, owing to the sharp decline in exports, as was the case in other euro-area countries. The further increase in investment - thanks to more favourable borrowing conditions, tax incentives and NRRP measures - was accompanied by a slight rise in consumption, driven by improved household confidence and resilient labour income. Activity grew in services and construction, while it remained weak in manufacturing.
The following table shows the key information relating to the performance of the Italian economy updated to the last quarter:
Gross Domes tic Produ ct7
I Q II Q III Q IV Q I Q II Q III Q IV Q I Q II Q III Q IV Q I Q II Q III Q
2022
2022
2022
2022
2023
2023
2023
2023
2024
2024
2024
2024
2025
2025
2025
+0.1%
+1.0%
+0.5%
-0.1%
+0.5%
+0.6%
-0.4%
+0.2%
+0.3%
+0.2%
+0.0%
+0.0%
+0.3%
+0.3%
-0.1%
As of 30 September 2025, inflation in Italy increased by 1.6%8 on an annual basis primarily driven by the slight increase in the prices of non-energy goods, which was offset by a more robust rise in services. Prices of food products have accelerated.
As of 30 September
2024 2025
Inflation rate +0.7% +1.6%
As shown in the graph9 below, the unemployment rate as of 31 August 2025 (latest data available) was lower than that of the same date in 2024. Employment remained broadly unchanged in the second quarter, while hours worked per capita increased slightly.
6Source: Bank of Italy - Economic Bulletin No. 4 - 2025.
7Source: Istat - Monthly note on the progress of the Italian economy - July - August 2025.
8Source: Istat - Press Release - Consumer Price - September 2025.
9Source: Istat - Employment and Unemployment - August 2025.
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Key events occurring during the period
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Refinancing 2025
On 13 May 2025, Lottomatica Group S.p.A. issued senior secured notes for a principal amount of Euro 1,100 million (the "May 2025 Notes"), bearing interest at a fixed annual rate of 4.875%, to be paid semiannually, commencing on 1 November 2025 and maturing in January 2031. Proceeds from the May 2025 Notes were used to finance (i) the early repayment of the senior secured notes of Euro 500 million bearing interest equal to the sum of the three-month EURIBOR rate (with a 0% floor) plus 4% per annum ("December 2023 Notes") and the senior secured notes of Euro 565 million bearing interest at a fixed annual rate of 7.125%, issued on 1 June 2023 (the "June 2023 Notes" and together with the December 2023 Notes, the "2025 Notes Repaid"), in addition to accrued and unpaid interest; and (ii) the make-whole payment of the June 2023 Notes due to early repayment amounting to Euro 21.0 million.
With reference to the Refinancing 2025, the monetary costs incurred for the related issuance amounted to Euro 38.9 million, mainly relating to:
professional fees related to the issuance of May 2025 Notes amounting to Euro 13.3 million;
make-whole of the June 2023 Notes amounting to Euro 21.0 million;
financial charges arising from the closing of hedging derivatives following the early repayment of the December 2023 Notes, amounting to Euro 4.0 million.
It should be noted that the Refinancing 2025 also resulted in non-monetary costs mainly due to the acceleration of the amortized cost on the ancillary charges related to the 2025 Notes Repaid amounting to Euro 22.0 million, which were fully recognized during 2025 following the related early repayment.
Furthermore, on 23 April 2025, the Company entered into an amendment and restatement agreement of the existing revolving credit facility. For further details, see Note 9.11.2 to the Condensed Consolidated Interim Financial Statements.
The following table is a summary of the non-recurring costs recorded in 2025 as a result of the above transactions and the relevant accounting treatment applied:
(In millions of Euro)
Amount*
Of which incurred as of 30 September 2025
Finance expenses
Financial liabilities at amortized cost
Monetary portion
Non-monetary portion
Refinancing 2025
Underwriting fees and consultants / advisors
(13.3)
(13.3)
-
Make-whole on 2025 Notes Repaid
(21.0)
(21.0)
-
Effect of acceleration of the unamortized costs and net charge IRS on 2025 Notes Repaid
(26.0)
(26.0)
(22.0)
Arrangement fees on revolving credit facility amendment (over five years)
(0.6)
(0.1)
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Total
(60.9)
(47.6)
(13.3)
(38.9)
(22.0)
Total
(60.9)
(47.6)
(13.3)
(38.9)
(22.0)
(13.3)
(21.0)
(4.0)
(0.6)
* Gross of related tax effect.
-
Refinancing 2025
-
Evolution of gaming taxes
For information regarding the evolution of gaming taxes, see the relevant comments in Note 11.7.6 to the consolidated financial statements as of and for the year ended 31 December 2024 ("Annual Consolidated Financial Statements") and in Note 11.2.6 to the Condensed Consolidated Interim Financial Statements.
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Group's economic performance
As previously indicated and for the purposes of reading this document, it should be noted that all financial information presented in this report includes PWO contribution from 1 May 2024.
The following table shows the Group's consolidated income statements for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of revenues
2024* % of revenues
(Euro) %
Revenues
1,634,404
100.0%
1,417,425
100.0%
216,979
15.3%
Other income
9,936
0.6%
10,625
0.7%
(689)
(6.5%)
Total revenues and income
1,644,340
100.6%
1,428,050
100.7%
216,290
15.1%
Cost of services
(962,559)
(58.9%)
(855,249)
(60.3%)
(107,310)
12.5%
Personnel expenses
(117,248)
(7.2%)
(98,358)
(6.9%)
(18,890)
19.2%
Other operating costs
(31,211)
(1.9%)
(29,920)
(2.1%)
(1,291)
4.3%
Depreciation, amortization and impairments
(195,270)
(11.9%)
(177,472)
(12.5%)
(17,798)
10.0%
Accruals and impairments
(22,256)
(1.4%)
(1,326)
(0.1%)
(20,930)
>100%
Net finance expenses
(157,439)
(9.6%)
(166,444)
(11.7%)
9,005
(5.4%)
Share of profit of equity accounted investments
52
0.0%
-
0.0%
52
100.0%
Profit before taxes
158,409
9.7%
99,281
7.0%
59,128
59.6%
Income tax expense
(60,125)
(3.7%)
(48,731)
(3.4%)
(11,394)
23.4%
Net profit for the period
98,284
6.0%
50,550
3.6%
47,734
94.4%
Net profit for the period attributable to non-controlling interests
4,974
0.3%
4,505
0.3%
469
10.4%
Net profit for the period attributable to the owners of the parent
93,310
5.7%
46,045
3.2%
47,265
>100%
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
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Revenues
The following table shows revenues by operating segment for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of revenues
2024 % of
revenues
(Euro) %
Online
688,878
42.0%
543,628
38.4%
145,250
26.7%
Sports Franchise
381,707
23.3%
313,240
22.1%
68,467
21.9%
Gaming Franchise*
569,550
34.7%
560,557
39.5%
8,993
1.6%
Total Revenues for Reportable Segment
1,640,135
100.0%
1,417,425
100.0%
222,710
15.7%
Elimination of revenues from equity accounted investments
(5,731)
n.a
-
n.a
(5,731)
100.0%
Total Revenues consolidated
1,634,404
n.a
1,417,425
100.0%
216,979
15.3%
* Includes Cristaltec group revenues of Euro 5.7 million for the nine months ended 30 September 2025, consistent with the approach adopted by management to monitor the results of the operating segments.
OnlineThe following table provides certain key performance indicators for the Online segment for the periods indicated:
As of and for the nine months ended 30 September
2025 2024
Unique active users*
1,891,493
1,679,185
Total online bet (in millions of Euro)
21,628.3
17,121.6
* Unique Active Users refers to the number of customers who have carried out, with one or more game accounts in their name, at least one bets on one or more Online products (not only sports betting) during that period.
The Online segment generated bets of Euro 21,628.3 million for the nine months ended 30 September 2025, an increase of 26.3% compared to the corresponding period of the previous year (Euro 17,121.6 million for the nine months ended 30 September 2024). The Online operating segment benefited from the continued expansion of the Online market and by the Group's increased market share across all segments reinforcing its leadership position within this segment as well as the full consolidation of PWO for the nine months ended 30 September 2025, compared to only five months in the same period of 2024. It is also affected by the impact of the UEFA European Championship held in the second quarter of 2024, which was not fully compensated by the impact of the FIFA Club World Cup held in the second quarter of 2025. It should be noted that, starting from May 2025, PWO has been involved in the gaming platform migration process, which has been completed at the end of July 2025 which has resulted in a temporary slowdown in its market share during the second and third quarter of 2025.
The overall growth in bets was driven by an increase in:
iGaming, from Euro 13,364.3 million for the nine months ended 30 September 2024 to Euro 17,304.3 million for the nine months ended 30 September 2025;
iSports, from Euro 2,661.1 million for the nine months ended 30 September 2024 to Euro 3,082.8 million for the nine months ended 30 September 2025;
Other online gaming, from Euro 1,096.3 million for the nine months ended 30 September 2024 to Euro 1,241.2 million for the nine months ended 30 September 2025.
In addition to the drivers noted above, key contributing factors to growth of the Online segment included:
the increase in the online games offer;
continuous technological improvements such as graphic and functional refactoring of the deposits and withdrawals section, inclusion of virtual games in the sports betting app, improvement of customer experience on all digital assets;
the review / strengthening of the CRM strategy through the implementation of retention/reactivation promotional activities and strengthening of loyalty engagement initiatives implemented by the Group;
the optimization of acquisitions from the retail channel through the introduction of focused marketing policies and the improvement of network;
the unification of the gaming platform for both Group brands; and
joining new gaming networks for poker and skill games.
Online segment revenues for the nine months ended 30 September 2025 amounted to Euro 688.9 million, an increase of Euro 145.3 million compared to Euro 543.6 million for the nine months ended 30 September 2024. The main drivers for the increase were the same as the drivers described above for the increase in
bet, in addition to favorable sports betting payout recorded in the first nine months of 2025 compared to the same period of the previous year.
Sports FranchiseThe following table provides certain key performance indicators for the Sports Franchise segment for the periods indicated:
As of and for the nine months ended 30 September
2025 2024
Number of licenses/concessions*
4,024
4,024
Number of active points of sale (shops and corner)
3,766
3,707
Average number of points of sale in operations (shops and corner)
3,753
3,340
Sports Franchise bet (in millions of Euro)
2,805.3
2,500.6
* Excluding the 26 licenses related to horse racing in 2025 and 2024. Including 8 betting rights of Ricreativo B S.p.A. in 2025 and 2024.
Sports Franchise bets increased from Euro 2,500.6 million for the nine months ended 30 September 2024 to Euro 2,805.3 million for the nine months ended 30 September 2025. The increase was mainly due to the full consolidation of PWO for the nine months ended 30 September 2025, compared to only five months in the same period of 2024 as well as the effect of the implementation of the project POS, which enabled the Group to identify and include within its network the best-performing point of sales. Also for the Sports Franchise segment, positive growth factors are partially offset by the negative impact of the UEFA European Championship held in the second quarter of 2024, which was not compensated by the impact of the FIFA Club World Cup held in the second quarter of 2025. Sports Franchise revenues amounted to Euro 381.7 million for the nine months ended 30 September 2025, an increase of Euro
68.5 million or 21.9% compared to Euro 313.2 million for the nine months ended 30 September 2024. This increase was due to the same factors discussed above to bet, as well as favorable sports betting payout recorded in the first nine months of 2025 compared to the same period of the previous year.
Gaming FranchiseBets in the Gaming Franchise segment for the nine months ended 30 September 2025 amounted to Euro 8,048.5 million, a decrease of Euro 118.8 million compared to Euro 8,167.3 million for the nine months ended 30 September 2024. Gaming Franchise revenues amounted to Euro 569.6 million10 for the nine months ended 30 September 2025, an increase of Euro 9.0 million compared to Euro 560.6 million for the nine months ended 30 September 2024.
10Includes Cristaltec group revenues of Euro 5.7 million, consistent with the approach adopted by management to monitor the results of the operating segments.
The following paragraphs provide details of Gaming Franchise segment by product division:
AWPThe following table provides certain key performance indicators for the AWP product line for the periods indicated:
As of and for the nine months ended 30 September
2025 2024
Number of AWPs in operation as of the period end
64,019
63,222
Average number of AWPs in operation for the period
63,729
63,396
AWP bet (in millions of Euro)*
3,003.3
3,161.7
Average AWP PREU (as percentage of bet)
24.0%
24.0%
* The amount does not include bets generated by gaming halls connected to other concessionaires (different from Gamenet S.p.A. and Lottomatica Videolot Rete), amounting to Euro 491.3 million, and Euro 365.0 million for the nine months ended 30 September 2025 and 2024 respectively, which is included in the Retail and Street Operations business line.
AWP bets amounted to Euro 3,003.3 million for the nine months ended 30 September 2025, a decrease compared to the corresponding period of the previous year (Euro 3,161.7 million for the nine months ended 30 September 2024).
AWP revenues for the nine months ended 30 September 2025 amounted to Euro 210.2 million, an increase of Euro 5.4 million compared to Euro 204.8 million for the nine months ended 30 September 2024. This trend, which moves against bets performance, was mainly due to the distribution insourcing strategy.
VLTThe following table provides certain key performance indicators for the VLT product line for the periods indicated:
As of and for the nine months ended 30 September
2025 2024
Number of VLTs licenses
19,831
19,831
Average number of VLTs in operation for the period
18,375
18,276
Number of VLTs in operation as of the period end
18,301
18,198
VLT in operation as percentage of VLT rights
92.3%
91.8%
VLT bet in millions of Euro*
4,445.4
4,528.5
Average VLT PREU (as percentage of bet)
8.6%
8.6%
* The amount does not include bets generated by gaming halls connected to other concessionaires (different from Gamenet S.p.A. and Lottomatica Videolot Rete), amounting to Euro 108.4 million, and Euro 112.0 million for the nine months ended 30 September 2025 and 2024 respectively, which is included in the Retail and Street Operations business line.
VLT bets decreased by 1.8% from Euro 4,528.5 million for the nine months ended 30 September 2024 to Euro 4,445.4 million for the nine months ended 30 September 2025, while VLT revenues decreased of Euro 5.0 million from Euro 322.5 million for the nine months ended 30 September 2024 to Euro 317.5 million for the nine months ended 30 September 2025.
Retail and Street OperationsBets in the Retail and Street Operations product line (from other concessionaires) amounted to Euro
599.8 million for the nine months ended 30 September 2025 (Euro 477.0 million for the nine months ended 30 September 2024) while the related revenues (from other concessionaires) amounted to Euro
41.9 million11 for the nine months ended 30 September 2025, an increase of Euro 8.6 million compared to Euro 33.3 million for the nine months ended 30 September 2024, mainly due to the contribution from the acquisitions that occurred during 2024.
After reclassifying bets generated in owned gaming halls connected to the Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A. concessionaires, total Retail and Street Operations bets for the nine months ended 30 September 2025 amounted to Euro 2,937.9 million (Euro 2,647.3 million for the nine months ended 30 September 2024). For details regarding movements during the period, see the comments above in relation to AWPs and VLTs.
-
Cost of services
The following table provides a breakdown of cost of services for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of revenues
2024 % of
revenues
(Euro) %
Distribution network compensation
(647,759)
(39.6%)
(583,173)
(41.1%)
(64,586)
11.1%
Fee on licensing gaming platforms
(98,244)
(6.0%)
(83,084)
(5.9%)
(15,160)
18.2%
Concession fee
(44,638)
(2.7%)
(42,237)
(3.0%)
(2,401)
5.7%
Rentals, leases and other rentals
(11,069)
(0.7%)
(9,234)
(0.7%)
(1,835)
19.9%
Other
(160,849)
(9.8%)
(137,521)
(9.7%)
(23,328)
17.0%
Total
(962,559)
(58.9%)
(855,249)
(60.3%)
(107,310)
12.5%
Cost of services for the nine months ended 30 September 2025 amounted to Euro 962.6 million, an increase of Euro 107.4 million compared to Euro 855.2 million for the nine months ended 30 September 2024.
Cost of services mainly related to the distribution network compensation, which amounted to Euro 647.8 million for the nine months ended 30 September 2025, an increase of Euro 64.6 million compared to Euro 583.2 million for the nine months ended 30 September 2024. This trend was mainly attributable to the supply chain remuneration model (linked to a percentage of bets and/or revenue sharing mechanisms), resulting in the cost item substantially varying in line with revenues.
The fee on gaming platform licenses was Euro 98.2 million for the nine months ended 30 September 2025, an increase of Euro 15.1 million compared to Euro 83.1 million for the nine months ended 30 September 2024. The item represents fees due to the VLT platform providers to use their systems.
The concession fee payable to the ADM for the Gaming Franchise, Sports Franchise and Online concessions was Euro 44.6 million for the nine months ended 30 September 2025, an increase of Euro
11Includes Cristaltec group revenues of Euro 5.7 million, consistent with the approach adopted by management to monitor the results of the operating segments.
2.4 million compared to Euro 42.2 million for the nine months ended 30 September 2024. The increase was mainly related to the full consolidation of PWO for the nine months ended 30 September 2025, compared to only five months in the same period of 2024.
"Other" amounted to Euro 160.8 million for the nine months ended 30 September 2025, an increase of Euro 23.3 million compared to Euro 137.5 million for the nine months ended 30 September 2024. Such change was mainly due to the full consolidation of PWO for the nine months ended 30 September 2025, compared to only five months in the same period of 2024, the higher commissions on collections by credit cards following the increase in the volumes of transactions recorded, as well as higher costs for events at the gaming halls and other marketing campaigns.
-
Personnel expenses
The following table provides a breakdown of personnel expenses for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of revenues
2024 % of
revenues
(Euro) %
Remuneration
(80,193)
(4.9%)
(73,041)
(5.2%)
(7,152)
9.8%
Social security contributions
(23,875)
(1.5%)
(19,513)
(1.4%)
(4,362)
22.4%
Other personnel costs
(13,180)
(0.8%)
(5,804)
(0.4%)
(7,376)
>100%
Total
(117,248)
(7.2%)
(98,358)
(6.9%)
(18,890)
19.2%
Personnel expenses for the nine months ended 30 September 2025 amounted to Euro 117.3 million, an increase of Euro 18.9 million compared to Euro 98.4 million for the nine months ended 30 September 2024. The increase was mainly attributable to the increase in the average number of employees, in particular to the effect of the full consolidation of PWO for the nine months ended 30 September 2025, compared to the five months in the same period of 2024.
-
Other operating costs
Other operating costs for the nine months ended 30 September 2025 amounted to Euro 31.2 million, an increase of Euro 1.3 million or 4.3% compared to Euro 29.9 million for the nine months ended 30 September 2024. The increase was mainly due to the write-off of gaming platform previously used by PWO, partially offset by lower ancillary costs related to acquisitions incurred in 2025 compared to 2024.
-
Depreciation, amortization and impairments
The following table provides a breakdown of depreciation, amortization and impairments for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of
revenues 2024*
% of revenues
(Euro) %
Amortization of intangible assets
(139,175)
(8.5%)
(128,385)
(9.1%)
(10,790)
8.4%
of which PPA
(53,088)
(3.2%)
(52,969)
(3.7%)
(119)
0.2%
Depreciation of property, plant and equipment
(38,531)
(2.4%)
(33,494)
(2.4%)
(5,037)
15.0%
Depreciation of investment property.
(20)
(0.0%)
(21)
(0.0%)
1
(4.8%)
Impairments of property, plant and equipment
and intangible assets
(116)
(0.0%)
(365)
(0.0%)
249
(68.2%)
Depreciation of right of use
(17,428)
(1.1%)
(15,207)
(1.1%)
(2,221)
14.6%
Total
(195,270)
(11.9%)
(177,472)
(12.5%)
(17,798)
10.0%
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
Depreciation, amortization and impairments for the nine months ended 30 September 2025 amounted to Euro 195.3 million, compared to Euro 177.5 million for the corresponding period of the previous year. The increase was mainly due to the full consolidation of PWO for the nine months ended 30 September 2025, compared to only five months in the same period of 2024.
Amortization of intangible assets for the nine months ended 30 September 2025 includes Euro 53.1 million related to amortization of intangible assets recognized during the purchase price allocation (Euro 53.0 million for the nine months ended 30 September 2024).
-
Accruals and impairments
Accruals and impairments amounted to Euro 22.3 million for the nine months ended 30 September 2025, an increase of Euro 21.0 million compared to Euro 1.3 million for the nine months ended 30 September 2024, mainly due to the impairment of receivables from the supply chain related to 2015 Italian Stability Law, amounting to Euro 22.2 million. For further details please refer to Note 9.7 and 11.2.5.
-
Net finance expenses
The following table provides a breakdown of net finance expenses for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September Change
(In thousands of Euro) 2025 % of
revenues 2024
% of revenues
(Euro) %
Non-recurring finance income
437
0.0%
6,215
0.4%
(5,778)
(93.0%)
Other interest income
2,340
0.1%
2,138
0.2%
202
9.4%
Total finance income
2,777
0.2%
8,353
0.6%
(5,576)
(66.8%)
Non-recurring finance expenses
(52,737)
(3.2%)
(58,575)
(4.1%)
5,838
(10.0%)
Interest expense on Notes (including IRS)
(85,126)
(5.2%)
(95,406)
(6.7%)
10,280
(10.8%)
Amortized cost on Notes
(3,393)
(0.2%)
(5,285)
(0.4%)
1,892
(35.8%)
Commission on sureties
(4,749)
(0.3%)
(6,861)
(0.5%)
2,112
(30.8%)
Interest expense on Revolving Loan
(3,783)
(0.2%)
(4,151)
(0.3%)
368
(8.9%)
Leasing interest expense
(3,298)
(0.2%)
(3,181)
(0.2%)
(117)
3.7%
Amortized costs on deferred purchase
consideration for acquisition
(353)
(0.0%)
(1,169)
(0.1%)
816
(69.8%)
Other interest expense
(6,777)
(0.4%)
(169)
(0.0%)
(6,608)
>100%
Total finance expenses
(160,216)
(9.8%)
(174,797)
(12.3%)
14,581
(8.3%)
Net finance expenses
(157,439)
(9.6%)
(166,444)
(11.7%)
9,005
(5.4%)
Net finance expenses amounted to Euro 157.4 million for the nine months ended 30 September 2025, a decrease of Euro 9.0 million compared to Euro 166.4 million for the same period of the previous year. The change was mainly due to:
a decrease in non-recurring finance expenses from Euro 58.6 million for the nine months ended 30 September 2024 to Euro 52.7 million for the nine months ended 30 September 2025 (for further details of 2025 non-recurring finance expenses see Note 8.8 to the Condensed Consolidated Interim Financial Statements);
lower interest expenses and amortized cost on senior secured notes of Euro 12.2 million; partially offset by:
lower non-recurring finance income of Euro 5.8 million related to interests income accrued on the escrow account in 2024; and
higher interest expenses arising from the discounting of the liability related to the renewal of concessions for Euro 4.5 million.
It should be noted that "Amortized cost on notes" and "Amortized cost on deferred purchase consideration for acquisition" are not monetary costs. For further details on the item, see Note 8.8 in the Notes to the Condensed Consolidated Interim Financial Statements.
-
Income tax expense
Income tax for the nine months ended 30 September 2025 amounted to Euro 60.1 million compared to Euro 48.7 million for the nine months ended 30 September 2024, an increase of Euro 11.4 million. For further details, see Note 8.9 in the Notes to the Condensed Consolidated Interim Financial Statements.
-
Revenues
-
Group economic performance - Adjusted EBITDA, Adjusted EBIT and Adjusted Net Profit
The following table shows the reconciliation of Adjusted EBITDA for the periods indicated:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024*
Net profit for the period
98,284
50,550
Income tax expense
60,125
48,731
Finance income
(2,777)
(8,353)
Finance expenses
160,216
174,797
Share of profit of equity accounted investments
(52)
-
Depreciation, amortization and impairment
195,270
177,472
Adjusted EBITDA from equity accounted investments
2,029
-
Cost related to M&A and international activities ** (a)
5,002
6,692
Integration costs*** (b)
37,092
17,359
Other non-recurring (income)/expense**** (c)
62,076
15,849
Total non-recurring not included in Adjusted EBITDA (a+b+c)
104,170
39,900
Of which:
- Monetary costs not included in Adjusted EBITDA
72,480
31,982
- Non-monetary costs not included in the Adjusted EBITDA
31,690
7,918
Adjusted EBITDA
617,265
483,097
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
** The item mainly refers to advisory costs for the nine months ended 30 September 2025, in relation to potential acquisitions.
*** Primarily represents costs incurred for the integration of acquired companies and expenses on corporate restructuring and redundancy.
**** For the nine months ended 30 September 2025, the item mainly includes one-off costs for specific network-related activities in relation to the concession tender, the impairment of receivables from the supply chain related to 2015 Italian Stability Law, the write-off of gaming platform previously used by PWO and other.
The following table shows the reconciliation of Adjusted EBIT for the periods indicated:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024*
Net profit for the period
98,284
50,550
Income tax expense
60,125
48,731
Finance income
(2,777)
(8,353)
Finance expenses
160,216
174,797
Share of profit of equity accounted investments
(52)
-
Amortization of assets resulting from business combinations
53,088
52,969
Other non-recurring costs and income excluded from Adjusted EBITDA
104,170
39,900
Adjusted EBIT
473,054
358,594
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
The following table shows the reconciliation of Adjusted Net Profit for the periods indicated:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024*
Net profit for the period
98,284
50,550
Amortization of assets resulting from business combinations
53,088
52,969
Other non-recurring costs and income excluded from Adjusted EBITDA
104,170
39,900
Adjustments related to refinancing and SKS365 Acquisition
47,015
52,360
Of which:
- Make-whole on notes repaid
21,018
26,443
- Effect of acceleration of the unamortized costs and net charge IRS on notes repaid
25,997
21,663
- Negative carry (net of accrued interest received from escrow account)
-
4,254
Other non-recurring finance expenses
5,285
-
Other non-monetary items including in finance expenses
8,959
5,853
Tax effect (IRES + IRAP)**
(59,358)
(41,013)
Adjusted Net Profit
257,443
160,619
Adjusted Net Profit per Share***
1.04
0.65
* Figures for the nine months ended 30 September 2024 have been restated following the completion of the purchase price allocation relating to SKS365 Acquisition.
** Tax effect calculation is based on the applicable tax regulations as of the periods illustrated.
*** Calculated based on outstanding shares as of 30 September 2025 (excluding treasury shares).
-
Group economic performance - By operating segment
The following table shows information relating to income statement items by operating segment for the periods indicated.
(In thousands of Euro, except percentages)
Online Sports Franchise Gaming Franchise Total reportable
segment
9M'25 9M'24 9M'25 9M'24 9M '25 (a) 9M'24 9M'25 9M'24
BET (including other concessionaires)
21,628,348
17,121,552
2,805,285
2,500,598
8,048,504
8,167,267
32,482,137
27,789,417
BET (Lottomatica Group)
21,628,348
17,121,552
2,805,285
2,500,598
7,448,706
7,690,247
31,882,339
27,312,397
GGR
1,220,754
927,454
487,699
395,476
1,745,353
1,812,755
3,453,806
3,135,685
Revenues toward third parties
688,878
543,628
381,707
313,240
569,550
560,557
1,640,135
1,417,425
Other income toward third parties
1,783
1,890
2,543
2,241
6,903
6,494
11,229
10,625
Intragroup Revenues and income
13,752
16,899
4,077
4,663
8,095
6,687
25,924
28,249
Total Revenues and income
704,413
562,417
388,327
320,144
584,548
573,738
1,677,288
1,456,299
Adjusted EBITDA
377,844
284,611
102,961
68,261
136,460
130,225
617,265
483,097
Adjusted EBITDA Margin (b)
54.8%
52.4%
27.0%
21.8%
24.0%
23.2%
37.6%
34.1%
Includes the results of the Cristaltec group, in line with the approach adopted by management to monitor the results of the operating segments.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA / Revenues toward third parties.
The following table shows the reconciliation of total revenue for the periods indicated:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024
Total revenues and income for reportable segment
1,677,288
1,456,299
Elimination of intersegment revenues
(25,924)
(28,249)
Elimination of revenues and other income from equity accounted investments*
(7,024)
-
Consolidated Revenues and income
1,644,340
1,428,050
* For the purposes of a better presentation, the data for the nine month ended September 30, 2025 reflect a different classification of certain accounting items compared to the previous quarter.
For the reconciliation of Adjusted EBITDA, please refer to paragraph "7. Group economic performance -Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income" of this document.
Adjusted EBITDA OnlineAdjusted EBITDA of the Online segment was Euro 377.8 million for the nine months ended 30 September 2025, representing 61.2% of total Adjusted EBITDA, compared to Euro 284.6 million for the nine months ended 30 September 2024. The increase was driven by the contribution from PWO and a favorable sports betting payout for the nine months ended 30 September 2025, in addition to the factors previously discussed in relation to the increase in bets and revenues, as well as the synergies realized on PWO. Adjusted EBITDA margin increased from 52.4% for the nine months ended 30 September 2024 to 54.8% for the nine months ended 30 September 2025.
Sports FranchiseAdjusted EBITDA of the Sports Franchise segment was Euro 103.0 million for the nine months ended 30 September 2025, compared to Euro 68.3 million for the nine months ended 30 September 2024, representing 16.7% of total Adjusted EBITDA. This increase was due to the contribution from PWO, and to favorable payout on sports betting recorded for the nine months ended 30 September 2025, as well as the synergies realized on PWO. Adjusted EBITDA margin increased from 21.8% for the nine months ended 30 September 2024 to 27.0% for the nine months ended 30 September 2025.
Gaming FranchiseAdjusted EBITDA of the Gaming Franchise segment was Euro 136.5 million for the nine months ended 30 September 2025, compared to Euro 130.2 million for the nine months ended 30 September 2024. Adjusted EBITDA increased from 23.2% for the nine months ended 30 September 2024 to 24.0% for the nine months ended 30 September 2025.
-
Cash flows
The following table shows summary details of the Group's cash flows for the nine months ended 30 September 2025 and 2024:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024
Cash flow from operating activities (a)
498,523
403,260
Cash flow used in investing activities (b)
(198,067)
(300,758)
Cash flow used in financing activities(c)
(243,372)
(251,967)
Net cash flow (a+b+c)
57,084
(149,465)
Cash and cash equivalents at the beginning of the period
164,156
294,682
Cash and cash equivalents at the end of the period
221,240
145,217
-
Cash flow from operating activities
Cash flow generated by operating activities was Euro 498.5 million for the nine months ended 30 September 2025, an increase of Euro 95.2 million compared to Euro 403.3 million for the nine months ended 30 September 2024, and mainly related to:
cash flow from operating activities before the changes in net working capital of Euro 544.8 million for the nine months ended 30 September 2025, an increase of Euro 92.0 million compared to Euro 452.8 million for the nine months ended 30 September 2024. Such increase was substantially in line with the increase in Adjusted EBITDA (which increased by Euro 134.2 million from Euro 483.1 million for the nine months ended 30 September 2024 to Euro 617.3 million for the nine months ended 30 September 2025) partially offset by an increase of non-recurring monetary costs, from Euro 32.0 million to Euro 73.3 million;
cash inflow from net working capital of Euro 1.4 million attributable, among other things to:
the positive change of Euro 75.3 million related to the payment methods of the betting duties ("Imposta Unica") related to sports betting. During the first half of the year the liability accumulated in the month of December of the previous year is scheduled to be paid (in January), while during the third quarter the liability related to the period from January to April is paid (in August); finally, during the fourth quarter (in November) the liability related to the period from May to August is paid, and in December for the period September-November;
the negative change of Euro 45.3 million resulting from the evolution of PREU, mainly attributable to the evolution of collection trends;
the positive change of Euro 14.9 million related to a decrease in ADM guarantee deposits (it should be noted that the receivable outstanding as of 31 December 2024 was collected during the first half of 2025, partially offset by the new receivable accrued in the first nine months of 2025);
the negative change of Euro 43.5 million of other receivables and payables mainly driven by the timing of concession fee payments due to the ADM and by payments related to PWO's tax disputes;
taxes paid in the period, amounting to Euro 45.7 million.
-
Cash flow used in investing activities
Cash flow used in investing activities was Euro 198.1 million for the nine months ended 30 September 2025, a decrease of Euro 102.7 million compared to Euro 300.8 million for the nine months ended 30 September 2024. For the nine months ended 30 September 2025, cash flows used in investing activities were mainly related to:
recurring capital expenditure of Euro 66.9 million mainly related to software development and software licensing costs, AWP cabinets and motherboards as well as the renovation of betting PoS, owned and indirect gaming halls;
concession capital expenditure amounting to Euro 46.4 million mainly related to the renewal of Gaming Franchise & Sports Franchise concessions;
extraordinary capital expenditure amounting to Euro 52.5 million, mainly related to (i) acquisition costs bolt-on M&A, distribution insourcing and deferred price components of previous acquisitions and (ii) PWO integration costs;
the payment of the deferred price relating to the acquisition of GoldBet (now GBO Italy S.p.A.) amounting to Euro 20.6 million.
For the nine months ended 30 September 2025, the item also included Euro 11.7 million related to the investments in the associates Huge Easy Nerviano S.p.A., Huge Easy San Giuliano S.p.A. and Huge Easy Terni S.p.A. as well as to the acquisition of an equity interest in Cristaltec S.p.A..
Cash flow from investing activities for the nine months ended 30 September 2024 also included: (i) the payment of the deferred price component related to the acquisition of Betflag amounting to Euro 50.0 million and (ii) net investment for the SKS365 Acquisition of Euro 87.2 million.
The following table presents a breakdown of the Group's Cash Capital Expenditures for the periods indicated and a reconciliation between cash flow from investing activities as reported in the Group's consolidated cash flow statement and Cash Capital Expenditures:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024
Recurring capex
(66,922)
(66,599)
Concession capex
(46,364)
(63,174)
Extraordinary capex
(52,477)
(38,768)
Of which:
- Integration
(20,390)
(3,960)
- Bolt-ons (including deferred consideration)
(30,258)
(18,123)
- Other
(1,829)
(16,685)
Deferred price Betflag
-
(50,000)
Deferred price Goldbet
(20,576)
-
Cash Capital Expenditures
(186,339)
(218,541)
Adjustments for:
- Investments in associated companies
(11,728)
-
- SKS365 Acquisition (net of escrow account)
-
(87,260)
- Acquisition of Billions Italia and New Matic
-
5,043
Cash flow from investing activities
(198,067)
(300,758)
The following table shows a calculation of Operating Cash Flow for the periods indicated:
For the nine months ended 30 September
(In thousands of Euro) 2025 2024
Adjusted EBITDA
617,265
483,097
Capital expenditures in recurring capex
(66,922)
(66,599)
Capital expenditures in concessions capex
(46,364)
(63,174)
Operating Cash Flow
503,979
353,324
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Cash flow used in financing activities
Cash flow used in financing activities amounted to Euro 243.4 million for the nine months ended 30 September 2025, compared to Euro 252.0 million for the nine months ended 30 September 2024.
In relation to the Refinancing 2025, net cash flow used in financing activities amounted to Euro 3.0 million for the nine months ended 30 September 2025 and mainly related to:
the issuance of the May 2025 Notes of Euro 1,100 million;
the early repayment of the 2025 Notes Repaid for an aggregate amount of Euro 1,065 million and the payment of the make-whole as a result of the early repayment of the June 2023 Notes amounting to Euro 21.0 million;
the payment of transaction costs for the issuance of the May 2025 Notes amounting to Euro
12.4 million;
the payment of the charge arising from the closing of hedging derivatives following the early repayment of the December 2023 Notes, amounting to Euro 4.0 million;
the payment of arrangement fees related to the amendment of the existing revolving credit facility agreement of Euro 0.6 million.
In relation to the ordinary activities, cash flow used in financing activities amounted to Euro 240.4 million for the nine months ended 30 September 2025 and mainly related to:
net finance expenses paid of Euro 76.5 million, mainly related to (i) interest on the senior secured notes and (ii) finance expenses related to the revolving credit facility amounting to Euro
3.2 million;
share buyback of Euro 64.3 million;
dividends paid of Euro 77.1 million; and
lease payments of Euro 21.2 million.
-
Cash flow from operating activities
-
Group financial position
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Net financial indebtedness - ESMA
The following table presents a breakdown of Net financial indebtedness - ESMA, calculated in accordance with the recommendations contained in ESMA 32-382-1138 released on 4 March 2021, for the periods indicated:
As of 30 September As of 31 December
(In thousands of Euro) 2025 2024
A. Cash
221,240
164,156
B. Cash equivalent
-
-
C. Other current financial assets
31,280
30,396
D. Liquidity (A+B+C)
252,520
194,552
E. Current financial debt
27,542
3,155
F. Current portion of non-current financial debt
108,235
97,236
G. Current Financial Indebtedness (E+F)
135,777
100,391
H. Net Current Financial Indebtedness (G-D)
(116,743)
(94,161)
I. Non-current financial debt
94,232
114,345
J. Debt instruments
1,978,768
1,934,091
K. Non-current trade and other payables*
29,910
-
L. Non-Current Financial Indebtedness (I+J+K)
2,102,910
2,048,436
M. Net Financial Indebtedness - ESMA (H+L)
1,986,167
1,954,275
* The item "Non-current trade and other payables" includes the payables for the two-year extension of the concessions in the Gaming Franchise and Sport Franchise segments.
"Other current financial assets" as of 30 September 2025 mainly includes (i) cash held by operators, mainly related to cash in machines (i.e., in the hoppers and change machines) owned by Gamenet S.p.A., Lottomatica Videolot Rete S.p.A. and Big Easy S.r.l. but managed by external operators, amounting to Euro 22.4 million, and (ii) the escrow account related to the acquisition of Goldbet of Euro
5.0 million.
As of 30 September 2025, "Current financial debt" mainly relates to the payables for the share buyback and to the portion of the interest rate swap accrued as of 30 September 2025.
The items "Non-current financial debt" and "Current portion of non-current financial debt", mainly related to:
the current payable relating to the deferred price component in relation to the acquisition of Goldbet (now GBO Italy S.p.A.), amounting to Euro 7.0 million;
the payable relating to the acquisition of Distante S.r.l., amounting to Euro 4.3 million;
the payable relating to the acquisition of Rete Gioco Italia S.r.l., amounting to Euro 2.1 million;
the payable relating to the acquisition of Bingo Sea S.r.l. by Big Easy S.r.l., amounting to Euro 1.2 million;
payables relating to other acquisitions totaling Euro 9.6 million;
the payable relating to the eventual exercise of put options on minority interests, amounting to Euro
59.7 million;
the payable related to bank borrowings, amounting to Euro 3.2 million;
the liability for accrued and unpaid interest on the notes issued for an aggregated amount of Euro
30.6 million;
the financial liability recognized following the adoption of IFRS 16 of Euro 77.6 million.
Debt Instruments refers to:
the May 2025 Notes for a principal amount of Euro 1,100 million (recognized at amortized cost of Euro 1,087.6 million as of 30 September 2025), bearing interest at a fixed annual rate of 4.875%, to be paid semiannually, commencing on 1 November 2025;
the senior secured notes issued on 29 May 2024 for a total principal nominal amount of Euro 900 million (recognized at amortized cost of Euro 891.2 million as of 30 September 2025) of which (i) Euro 500 million bearing interest at a fixed annual rate of 5.375%, to be paid semiannually, commencing on 1 December 2024 and (ii) Euro 400 million bearing interest equal to the sum of three-month EURIBOR (with a 0% floor) plus 3.250% per annum to be paid quarterly, commencing on 1 September 2024 (the "May 2024 Notes")
As of 31 December 2024, the item included the 2025 Notes Repaid and the May 2024 Notes, for a total principal amount of Euro 1,965.0 million (recorded at amortized cost for Euro 1,934.1 million).
For further details regarding the item, see Note 9.16 to the Annual Consolidated Financial Statements.
As of 30 September 2025, the item "Non-current trade and other payables" related to non-current payables for the two-year extension of the concessions of the Gaming Franchise and Sports Franchise segments, amounting to Euro 29.9 million.
-
Net Financial Debt
The following table presents a breakdown of the Net Financial Debt, as monitored by the Group, for the periods indicated:
As of 30 September As of 31 December
(In thousands of Euro) 2025 2024
June 2023 Notes*
-
565,000
December 2023 Notes*
-
500,000
May 2024 Notes*
900,000
900,000
May 2025 Notes*
1,100,000
-
IFRS 16
77,569
81,169
Cash and cash equivalents**
(221,240)
(173,344)
Net Financial Debt
1,856,329
1,872,825
* Represents the nominal value of the debt.
** As of 31 December 2024, the item includes Euro 9.2 million relating to PWO guarantee deposits, collected in January 2025.
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Net financial indebtedness - ESMA
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Other information
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Intragroup and related party transactions
The transactions that the Group has entered into with related parties, identified in accordance with the criteria defined by IAS 24 - "Related Party Disclosures", are mainly of a commercial and financial nature and are carried out at normal market conditions.
For a detailed disclosure of the transactions incurred for the nine months ended 30 September 2025, please refer to the information in Note 10 to the Condensed Consolidated Interim Financial Statements.
-
Parent company's own shares held by it or its subsidiaries
On 6 May 2025, the Company's Board of Directors resolved to initiate a share buyback program, as authorized by the Shareholders' Meeting held on 30 April 2025. The program is aimed at acquiring shares in order to remunerate the shareholders, meet the commitments deriving from the share-based incentive plans or financing potential acquisition opportunities. For further details please see Note
11.2.14 of Condensed Consolidated Interim Financial Statements.
As of 30 September 2025, the Company held 3,856,278 treasury shares, equal to 1.533% of the outstanding ordinary shares.
-
Foreseeable operating performance
In light of the results for the first nine months of 2025 and the forecasts for the year ending 31 December 2025, the Company expects for the current year:
Revenues: approximately Euro 2,270 million12;
Adjusted EBITDA: approximately Euro 860 million12.
-
Intragroup and related party transactions
- Significant events occurring after the reporting period
For details of significant events occurring after 30 September 2025, see Note 11.3 to the Condensed Consolidated Interim Financial Statements.
***
Exception from the obligation to publish informative documents.In exception from the obligation to publish informative documents in accordance with the provisions of Article 70, paragraph 8, and Article 71, paragraph 1bis, of Consob Regulation No 11971/1999 ("Issuers'
12On a reported basis, calculated assuming a normalised sports betting payout in the fourth quarter of 2025 (80.5% for retail and 85.5% for online).
Regulation"), the Company has waived its obligation under Article 70, paragraph 6, and Article 71, paragraph 1, concerning the publication of an informative document drawn up in accordance with Annex 3B of the Issuers' Regulation, in the event of significant mergers, carve out, capital increase through the contribution of assets in kind, significant acquisitions and disposals.On behalf of the Board of Directors Chief Executive Officer
Guglielmo Angelozzi
Condensed consolidated interim financial statements as of and for the nine months ended 30 September 2025
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