Tonies : Annual Report 2025 including the consolidated financial statements (tonies SE Annual Report 2025 including the consolidated financial state)

About this update from Tonies Se Class A

tonies SE Annual Report 2025 2 tonies SE | Annual Report 2025 tonies SE - at a glance 2025 2024 Sales Revenue (in EUR m) 630.3 480.5 Revenue growth in % YoY 31.2 % 33.1 % Tonieboxes sold (in m units) 2.6 2.4 Tonies sold (in m units) 43.3 30.7 Online revenue share (in % of gross revenue) 43 % 44 % Results of operations Gross margin (in % of revenue) 62.8 % 62.1 % Gross margin after licensing costs (in % of revenue) 51.8 % 50.7 % Contribution margin (in % of revenue) 37.0 % 34.5 % Adjusted EBITDA margin (in % of revenue) 8.6 % 7.5 % EBITDA margin (in % of revenue) 7.7 % 7.0 % Financial position Cash (in EUR m) 87.8 87.4 Free cash flow (in EUR m) - 11.9 33.1 Team People employed group-wide (as of reporting date) 634 561 tonies SE Listen, Learn, Grow Annual Report 2025 Dear Shareholders, Ten years ago, the Toniebox created an entirely new category of entertainment for children. Since then, tonies has fundamentally changed the way kids play and learn. What started in Germany is now a household name for families in more than 100 countries worldwide. In 2025, we have followed up on this legacy and re-invented screen-free play again. With the launch of Toniebox 2 we have elevated our platform to new heights and captured the Zeitgeist once again. Nine years passed between the first and the second Toniebox - now, we've started to branch out an ecosystem that can expand. And I can tell you today, you won't have to wait as long for the next milestones to see its full potential. A landmark year, headlined by a landmark innovation Looking back on 2025, I see a landmark year defined by resilience, remarkable innovation, and record results. Of course, it was headlined by the launch of Toniebox 2. We worked on that for a long time; the anticipation was incredible, both within tonies and in our community - and so was the pressure to get this right. Truly delivering on what has been the largest global launch in the history of tonies was redeeming. Our bold ambition to make tonies a true global icon means establishing the Toniebox not only as the synonym for inspiring audio-first entertainment but also as a constant and trusted companion for families, day in and day out. So, we made the tonies experience that families already loved so much even more interactive and engaging, expanding our product range to ensure that tonies grows alongside kids, throughout their childhood. Seeing the fantastic feedback from our community fills me, fills our team with pride - we have launched the right product at the right time. Families that loved their original Toniebox are upgrading. Families that don't yet know tonies are getting excited. The next generation of kids enters the tonies platform even earlier. Older kids engage for longer. After a few months in the market, I can confidently say: Toniebox 2 is what we hoped it would be - and it unlocked massive growth opportunities for us. With 11.8 million Tonieboxes and 156 million Tonies across the world, the scale of our impact is bigger than ever. Scaling profitably - into an SDAX company The excitement translated directly into an extraordinary financial performance. We hit the high end of our revenue targets, and we did that profitably with a record adjusted EBITDA margin. Our blueprint to manage top- and bottom-line growth simultaneously works, even when the global economy gets bumpy. Despite a challenging environment with US tariffs, diversifying our supply chain early to increase flexibility paid off. North America has continued its fantastic momentum and accelerated our overall growth. We grew double-digits in the highly profitable DACH region - showing there's room to grow when you build a strong community and deliver innovation. And I can't overstate how exciting it is to see the positive tipping points in the Rest of World region, where we experience the same dynamics as in DACH and in the US in prior years: once we establish tonies as a brand, once parents get to know and fall in love with us, the sky is the limit. Our strong operational development was mirrored by our share price performance. We've even joined the SDAX in December and are very pleased to see the capital markets' confidence in our vision. We can't wait to tell you more about it at our inaugural Capital Markets Day later this year - moving into a higher league gained us more visibility to fuel our global ambitions. International Board expertise for a global future These ambitions and a deeper global footprint require a strong organization. With the expansion of the Board in 2025, we've added international expertise and balanced our set up to reflect both our European origins and our focus on North America. We managed a smooth transition from Jan Middelhoff to Hansjörg Müller on the CFO post, which was a big priority ever since we learned about Jan's plans to step away - once again, I'd like to thank Jan for his invaluable contributions to tonies' journey. Hansjörg now brings lots of experience in scaling consumer companies globally to the Board. And welcoming Christoph Frehsee as Chief Revenue Officer was a particular pleasure - after he built our North American business from the ground up into our largest market, he's now leading our commercial growth worldwide. Working in a strong team is key to success, and I couldn't ask for better colleagues on the Board. On that note, I'd also like to thank the Supervisory Board for their great collaboration - not only in this process. Our success story continues in 2026 My short-term perspective is one of conviction and excitement. We're offering a solution to a major need of modern families, and we're leading our industry. We're stronger than ever as an organization, we're delivering better experiences for our customers while improving profitability at the same time. We have a roster of partnerships - announced and in the pipeline - that outshines everything we had before. All of that drives growth, and beyond that, our mission: after all, we are here to create genuine experiences that spark imagination, creativity, independence. We want to make a positive contribution to the lives of children and families. With 11.8 million Tonieboxes and 156 million Tonies across the world, the scale of our impact is bigger than ever. We continue to grow, and we are growing with a purpose. None of this would be possible without our incredible team - the heart and soul of tonies, driving true innovation with passion, creativity, and bold ideas. So, to all tonies: You are the reason our big dreams become reality - thank you! Thank you also to our partners who share the belief in the magic of audio as much as we do. And finally, to you, our shareholders: thank you for your trust and for joining us on this journey. You are helping us build a global icon, and we will return results. We are incredibly proud of what we accomplished in 2025. But, rest assured: we're just getting started and there's even more exciting things up on the horizon. Tobias Wann Chief Executive Officer, tonies SE Innovation as a growth catalyst: A broader portfolio elevates the customer experience and increases stickiness 2025 marked a defining year in tonies' history - we successfully re-imagined the core of our platform, opening a new chapter of innovation. The benchmark to follow up on the iconic Toniebox was always clear: If we do something new, it must truly make a difference and deliver substantially new experiences. With Toniebox 2 we've started to build out an ecosystem that continuously excites and engages. After years of "above-the-box" development expanding our content library, we took a fundamental leap forward, demonstrating how innovation serves as a growth catalyst and redefining what's possible for screen-free audio entertainment. Designed for children aged 1 to 9+ years, expanding from the previous 3 to 7+ range, we now meet the needs of broader audiences better than ever before - from My First Tonies for toddlers to ToniePlay for older children. Toniebox 2 grows with kids throughout their childhoods. And while they discover tonies earlier and stay around for longer, we're opening and capturing additional growth vectors. Toniebox 2: Entering a new era of growth through our most significant innovation Toniebox 2 was our most significant product evolution since the first Toniebox hit the shelves in 2016. It builds on everything families already loved - and unlocks so much more. At tonies, innovation means meeting families where they are and responding to their needs. That's exactly what the Toniebox 2 was designed to do. The response has been extraordinary - from community feedback to actual data. Toniebox 2 drove a 59% 1 revenue increase in the Toniebox category in its launch quarter, Q3 2025. For the full year, the Toniebox category grew by very strong 21 % - a central KPI, given it's one of our key predictors for future growth. Families continue to seek screen-free alternatives and the trusted tonies experience. With an evolving ecosystem centered around Toniebox 2, tonies is well positioned for sustained growth across existing and new customer segments. ToniePlay: Re-inventing screen-free play for older children ToniePlay introduced a new dimension of engagement to tonies, positioning us at the intersection of technology, audio, and now gaming. Our proprietary gaming engine transforms the Toniebox into an interactive platform where children discover, play and grow with audio-first games that encourage movement, creativity, and problem-solving - all without screens. 1 all growth rates at constant currencies With all new, original ToniePlay games as well as classic titles reimagined for the platform - boardgames such as Monopoly will launch in 2026 - we improve our value proposition particularly for older children. Defining an entirely new space where audio, gaming, and physical play converge, we're increasing engagement and household lifetime value. My First Tonies: Engaging the smallest listeners with tactile experiences With Toniebox 2's expanded age range starting at just one year old, we introduced My First Tonies - a curated collection designed specifically for our youngest listeners. These specially developed Tonies feature age-appropriate content, simple interaction patterns, and durable designs that support early childhood development through sound, music, and storytelling. My First Tonies create an entry point for families with infants and toddlers, establishing tonies as a trusted companion from the earliest stages of childhood development. Above-the-box product expansion continues While Toniebox 2 and ToniePlay represent a fundamental evolution in the ecosystem, we continue to expand our platform above the box, too. Book Tonies brought longer-form storytelling to the platform, enabling children to experience complete novels and chapter books through Tonies. The success of educational Clever Tonies continued across major markets. Combining fundamental platform development with continuous content expansion gives us unprecedented flexibility to create and excite customers at multiple levels simultaneously - ensuring that we broaden our customer base and retain existing fans within the ecosystem for longer. Scaling globally: International recognition and market penetration drives sustainable top-line growth tonies has long grown into a global phenomenon as audio-first resonates with families worldwide. In 2025, we advanced further with our expansion, deepening our global footprint across all major markets. International markets - outside the DACH region - now account for approximately two thirds of total revenue. The ongoing international expansion was fueled by strong partnerships and product innovation. Complemented by an increasing installed base of Tonieboxes that served as key driver to growing Group revenue by 36 % 1 to EUR 630m in 2025. A record adjusted EBITDA margin of 8.6% resulted from profitable growth in every single market. Winning North America strategically For a company in all but any industry, growth in the North American market in 2025 meant to manage US tariffs. Despite these challenges, tonies continued the strong momentum of past years, with revenues in North America increasing 40 % 1 in 2025. With a diversified setup and the creation of new production capacities we gained flexibility and resilience in the supply chain - mitigating the tariff impact. Strong partnerships with major retailers ensured we grew instead of seeing a negative impact and demand from a loyal community was nearly unphased despite price adjustments for our figurines. Overall, 2025 was another year of firmly making a mark in North American culture. tonies is a daily companion in many US families' lives. Walmart featured tonies prominently in its Christmas advertising spot, tonies was included in the Rival 50 list of brands to watch - a testament to our growing brand recognition. And Toniebox 2 already won awards - including the prestigious "Best of Innovation" award at Las Vegas CES 2026 in the EdTech category - validating our product excellence and market positioning in the world's largest consumer technology market. Despite significantly lower household penetration compared to DACH, North America sustains its position as tonies' largest market - highlighting the dimension of untapped potential yet to capture. 1 all growth rates at constant currencies 630 Revenue (in EURm) 481 34 % 361 38 % 258 46 % 188 61 % 135 81 % 94 % 6 % 2020 19 % 2021 Share of DACH Share of International 2022 2023 2024 2025 39 % 54 % 62 % 66 % DACH: Innovation drives double-digit growth in highly profitable market As the most developed market, the DACH region continued to deliver highly profitable revenue - and, fueled by innovation, returned to double digit top-line growth of 16%. The successful launch of Toniebox 2 in our most mature market demonstrates that innovation drives growth even in highly penetrated geographies. In a market where more than 57 % of relevant households already own a Toniebox, we successfully inspired upgrades and welcomed new families to the platform. As a result, tonies recorded faster growth than in the prior year, record profitability and strong cash flow that funds our global expansion and innovation pipeline. By continuously broadening our product portfolio, tonies will continue to drive growth in our most profitable market - further detailing the blueprint for other markets to follow. Rest of World: Strengthening presence beyond core markets s o f t f l u f f y a n d tonies' trajectory of growing fast and profitably also accelerated again beyond the company's largest markets: Revenues in the Rest of World region -which is dominated by the UK, France, Australia and New Zealand - surged by 68 % 1 . In France, tonies established itself as a clear market leader - and recorded the fastest growth of all pre-school toy properties and manufacturers in the year. The UK celebrated its one millionth Toniebox sold; and in Australia and New Zealand, we built on the successful market entry in 2024, publishing the first local Tonie and new commercial formats such as to-nies' first ever own pop up store. Each new market requires careful localization - from content partnerships to language adaptation to retail relationships -but the fundamental appeal of screen-free audio entertainment proves universal. tonies is focused on building sustainable, long-term positions in markets that will drive growth for years to come. Our approach to international expansion is focused and disciplined, prioritizing markets where we can establish strong retail partnerships, secure relevant content licenses, and build brand awareness efficiently. As we scale these markets, we benefit from operational leverage and the ability to apply learnings from our more mature geographies. Harmonizing global icons and propriety IP: A unique portfolio makes tonies the leading platform for curated kids' content e p L e t ' s g o t o s l e We pride ourselves on our curated content universe. tonies brings together all of kids' favorite global IPs alongside unique, original franchises. Our portfolio mixes prestigious licensing partnerships and high-margin proprietary products to drive acquisition and engagement. That way, tonies drives recurring purchases and secures sustainable growth. Based on our leading market position, we've become a stage for partners to launch their (sometime first-ever) audio content, enabling iconic brands to reach new audiences through our global ecosystem. This creates a win-win proposition for shared growth - and strengthens the competitive advantage at the heart of our platform. Increasing brand radiance and customer engagement through iconic partnerships In 2025, tonies agreed to additional landmark partnerships: The collaboration with The Pokémon Company International will bring the first-ever audio content of one of the world's largest entertainment franchises to life - with a special yellow Toniebox and four Pokémon figurines. Expanding our partnership with Hasbro will bring iconic boardgames to ToniePlay, classics like Monopoly are being reimagined in a whole new way - for interactive, audio-first experiences. We're strengthening our portfolio both for single- and multiplayer games, giving the Toniebox an even firmer seat on the family table. We also welcomed culturally significant partnerships tailored to specific markets: Emma Memma in Australia, Ms Rachel in the United States, and even Snoop Dogg's Doggyland - demonstrating the breadth and diversity of content that thrives on the tonies platform. Further agreements with Disney, Paramount, Warner Bros., Mattel, and NBC Universal further demonstrate that the world's leading entertainment companies view tonies as a must-have distribution channel for children's content. Driving profitability and brand loyalty with proprietary franchises To complement our licensing strategy, tonies continues to invest in proprietary franchises and smaller, owned IPs, which provide brand loyalty, independence, and strong growth potential. Our Sleepy Friends - tonies' original bedtime franchise - continued to grow in 2025. My First Tonies - our curated collection for the youngest listeners - also functions as a proprietary franchise, building brand loyalty from the earliest stages of childhood. The success of Sleepy Friends has demonstrated the value of developing exclusive content. The franchise has won multiple awards and created opportunities for adjacent products, reinforcing the power of proprietary IP to drive both revenue and brand differentiation. For World Sleep Day 2025, the Sleepy Ocean campaign continued the original success story. A new dimension of content creation: proprietary game development z With the launch of ToniePlay, we also entered a new dimension of proprietary content creation: game development. Our in-house gaming engine enables us to create interactive experiences that leverage the unique capabilities of the ToniePlay platform. ... z z z z z Progressing step by step: Scaling our business means scaling tonies' positive social impact At tonies, we're building for future generations. We rally behind the mission to make a positive impact on more and more children across the world. That's also how we view sustainability: To reduce our footprint on the planet, and to improve the lives of children growing up. Our vision "Listen, Learn, and Grow Responsibly" reflects the journey in which we see ourselves - as we scale our business, we scale our positive impact. n , L e a r n , G r o w L i s t e In 2025, we advanced our commitment to circular materials, data-driven decision-making, and social impact. Recognizing that play represents a dimension beyond traditional ESG metrics, we're pioneering new ways to quantify how screen-free entertainment contributes to children's well-being. Advancing our journey toward a circular ecosystem Our commitment to reducing environmental impact begins with the materials we use. In 2025, we transi-tioned the housing of our Pocket Tonies range to Terluran ® ECO GP-35 BC100, increasing the share of ISCC PLUS certified bio-circular feedstocks from previously 50 % to up to 94 % via a mass balance approach. These materials maintain the quality, safety, and durability families expect while significantly reducing environmental impact. We've also continued to transition from solvent-based to water-based paints for our Classic Tonies and are in the process of finding a more sustainable alternative to PVC for our Classic Tonies. Beyond materials innovation, we're integrating circular economy principles into our service offering to extend product lifecycles and minimize waste. Our Preloved Toniebox program refurbishes and reintroduces used Tonieboxes 1 to the market, giving these products a second life while making tonies more accessible to families. The Toniebox Repair Service enables customers in DACH to extend the lifespan of their Toniebox 1 by repairing key components rather than replacing the entire unit. Building a data-driven foundation for transparent impact Our second Sustainability Report, aligned with the CSRD and the related 2023 ESRS, establishes a rigorous data foundation for measuring and managing our environmental and social impact. We consider our entire value chain - from raw material sourcing through manufacturing, distribution, product use, and end-of-life recovery. In 2025, we focused on improving data granularity for informed decision-making and optimizing our reporting infrastructure to support more precise strategic steering. Quantifying our social impact: A new benchmark for children's well-being We're all for making a positive impact on kids' development. Therefore, we provide age-appropriate, independent opportunities to play, grow and discover. Part of our sustainability approach is to measure play: We enable hours of screen-free listening, learning, and play annually - measured through total hours of active Toniebox usage representing displaced screen time. This metric turns tonies' core impact into a measurable sustainability target, creating a new benchmark for how children entertainment companies quantify their contribution to well-being. listening screen - free Content Company Report of the Supervisory Board 16 Remuneration Report 22 tonies SE shares in review 30 Consolidated Financial Statements Consolidated Management Report 36 Corporate Governance and Responsibility Statement of tonies SE 76 Report of the Reviseur d'Entreprises Agréé 84 Consolidated Statement of Financial Position 90 Consolidated Statement of Profit or Loss and Other Comprehensive Income 91 Consolidated Statement of Cash Flows 92 Consolidated Statement of Changes in Equity 93 Notes to the Consolidated Financial Statements 96 Alternative performance measures 150 Other Information Financial Calendar 2026 154 Imprint 155 Company Report of the Supervisory Board Remuneration Report tonies SE shares in review Report of the Supervisory Board Dear Shareholders, 2025 was a landmark year for tonies SE - a period in which tonies not only met its ambitious targets but also matured as a global organization. As Chairman of the Supervisory Board, I am particularly satisfied to see that the launch of the Toniebox 2 was executed so successfully that it drove real growth - while staying true to tonies' vision and creating tangible progress in the company's evolution into a global icon. tonies is working to make its unique audio-first experiences a central part of families' lives around the world. The progress made in 2025 has been remarkable, both financially and beyond. tonies has achieved impressive results at the group level and reached record profitability. North America has further established its position as tonies' largest market and shown further signs of its immense potential. The Germany-Austria-Switzerland region (DACH) has returned to double-digit growth with record profitability, and the Rest of World region has surged with outstanding momentum. This performance shines even brighter against a challenging macroeconomic backdrop. Navigating tariffs and strengthening the resilience of the supply chain while expanding the portfolio and deepening global reach were the foundations for records on the top and bottom lines. 2025 has been a true testament to the appeal of tonies' platform, the resilience of its business model and the innovation and execution power of the organization. On behalf of the Supervisory Board, I'd like to express my gratitude to the whole tonies team around the world. Their dedication and commitment made this success possible. I'd also like to thank the Management Board, led by CEO Tobias Wann, for a trusted collaboration throughout a highly successful year. Looking at the leadership team, 2025 was a year of important transformation. With the appointments of Hansjörg Müller as Chief Financial Officer and Christoph Frehsee as Chief Revenue Officer, we have added deep expertise to scale tonies globally, sustainably, and profitably. The Management Board has been brought to completion with CXO Virginia McCormick and now balances tonies' European origins with its growing presence in the United States. This change of course has also meant that we must bid a heartfelt farewell to Jan Middelhoff. Jan's long-term dedication and vision have been instrumental in shaping tonies' success. On behalf of the Supervisory Board, I would like to thank Jan for his invaluable contributions to the company's journey. At the same time, we welcomed tonies' co-founder Patric Faßbender back into the organization as a member of the Supervisory Board. As one of the original creators of tonies' vision and spirit, he will closely accompany tonies' evolution in his new formal role. I am very delighted to have Patric's expertise, passion, and entrepreneurial spirit back at tonies. 2025 was a successful year for tonies, and it provided a good base to build upon in the future. We are pleased to see the momentum also being recognized in the capital markets, with a strong development of its share price and tonies' first inclusion in the SDAX. The latter marks another of hopefully many more milestones to come in tonies' growth - and it reflects the confidence that you, tonies' investors, place in the company. I would like to thank you for your support and assure you that we remain highly confident in our short- and long-term prospects. With a powerful team, a category-defining ecosystem that will see even more innovation and a truly special vision, the Supervisory Board is convinced that tonies will continue to drive sustainable and profitable growth across the world. As the Supervisory Board, we continue to provide strategic oversight and guidance to the Management Board and the broader leadership team. We work diligently to ensure that tonies maintains its momentum, upholds its values, and achieves long-term success. Duties of the Supervisory Board The Supervisory Board of tonies oversees supervision and control of the Company's management. During the entire financial year 2025, it performed its duties in accordance with the articles of association of the Company, its rules of procedure and applicable laws and regulations. It consulted regularly with the Management Board and the audit committee of the Company (the "Audit Committee"). The Supervisory Board closely follows business strategy, key financial developments, investments and was directly involved in all key decisions. The Supervisory Board was in regular contact with the Management Board. It contributed to the following topics in the financial year ended 31 December 2025. Cooperation between the Supervisory Board and the Management Board The Supervisory Board does not interfere with the management of the Company, which rests in the hands of the Management Board, prior consent requirements for certain matters notwithstanding. However, the Supervisory Board does have an unlimited right of information regarding all operations of the Company and may inspect any of the Company's documents. It may request that the Management Board provide any information necessary for exercising its functions and may directly or indirectly proceed to any verification it may deem useful to carry out its duties. Over the course of the financial year, the Supervisory Board oversaw and supported the Management Board in regard to strategy, planning, business development, compliance and risk management in a continuous, intensive dialogue. The Supervisory Board is involved in all decisions of fundamental importance for the Company and cooperates closely, in an atmosphere of trust, with the other corporate bodies of the Company, in particular with the Management Board, in the best interests of the Company. In addition to attending meetings, the members of the Supervisory Board have performed the following activities: Approval of the proposed budget for financial year 2025; Support for the nomination of Patric Faßbender to the Supervisory Board at the Annual General Meeting on May 28, 2025; Involvement in and approval of the finalization of the Annual Report for financial year 2024 and the final documentation for the 2025 Annual General Meeting, including all related documents through Christian Bailly (as appointed delegate): The audited consolidated annual accounts of the Company and its group companies (Konzernabschluss und -lagebericht) and the audited annual accounts of the Company (Jahresabschluss), each for financial year 2024, which were submitted to the 2025 Annual General Meeting; The Remuneration Report (Vergütungsbericht) of the Company for financial year 2024 which was resolved upon by the 2025 Annual General Meeting; The supplementary documents (i.e. press release and investor relations presentations) in connection with publication of the Annual Report on 10 April 2025; The Sustainability Report of the Company for financial year 2024. Approvals in relation to the Companies Equity Incentive Program (EIP) as further detailed in the Remuneration Report; Approval of the half-year financial results for 2025; Appointment of Christoph Frehsee as member of the Management Board and CRO of the Company with effect as of 1 July 2025 and until 1 July 2028; Acknowledgement of the resignation of Jan Middelhoff as CFO, with effect as of the end of 1 September 2025; Appointment of Hansjörg Müller as member of the Management Board and CFO of the Company with effect as of 1 September 2025 and until 1 September 2028; Approval of the directional top-down budget guidance for 2026 as proposed by the Management Board; Involvement in important matters of the Company through coordination with the Management Board and approval of all matters reserved to the Supervisory Board; Review of ongoing business performance, including revenue and profitability development, liquidity position, market position, expansion and business strategy of the Company; Informal dialogue and consultation with the Management Board and senior executives; Review and approval of additional contracts with third parties as needed, e. g. the Company's external auditors and consultants; Ongoing review of regulatory requirements; Preparation of the Remuneration Report for the financial year 2025; Development of a new Remuneration Policy for the members of the Management Board to be submitted to the 2026 Annual General Meeting for approval. The members of the Supervisory Board frequently exchange information among themselves, meet to discuss specific matters and hold subcommittee meetings. Each member of the Supervisory Board is obliged to act in the best interests of the Company and must report conflicts of interest immediately to the Supervisory Board. Within financial year 2025 no conflicts of interest occurred. Composition of the Supervisory Board and respective changes Each member of the Supervisory Board must have the required knowledge, abilities and expert experience to fulfil his or her duties properly. At least one member of the Supervisory Board must be knowledgeable in the field of accounting and auditing. The members of the Supervisory Board must take responsibility for undertaking any training or professional development measures necessary to fulfil their duties. The Company supports the participation of the Supervisory Board members in such training. The Supervisory Board consists of the following members Christian Bailly (as chairperson and member of the Audit Committee), Helmut Jeggle (as chairperson of the Audit Committee), Alexander Kudlich, Alexander Schemann (as deputy chairperson and member of the Audit Committee), Erika Wykes-Sneyd, Patric Faßbender (as member of the Supervisory Board from 28 May 2025). Meetings of the Supervisory Board and its committees The Supervisory Board held five regular meetings and a separate Strategy Day Meeting during the financial year ended 31 December 2025. The regular meetings were all held via video conference initiated from the Grand Duchy of Luxembourg, and adequate numbers of members of the Supervisory Board were present at all meetings to ensure that a quorum was present at all times. On certain occasions, the Supervisory Board appointed a delegate to deliberate upon and determine certain transaction specifics, e.g., appointment of Christian Bailly, Chairperson of the Supervisory Board, as delegate to approve the final documentation for the 2025 Annual General Meeting. Total Members Participants Absent Date of the Supervisory Board Meeting 07.03.2025 5 3 2 Alexander Schemann Alexander Kudlich 02.04.2025 5 5 0 12.05.2025 5 5 0 18.08.2025 6 6 0 10.11.2025 6 6 0 Date of the Audit Committee Meeting 08.04.2025 3 3 0 12.05.2025 3 3 0 18.08.2025 3 3 0 10.11.2025 3 3 0 Audit Committee and audit of the separate and consolidated financial statements The Audit Committee of the Company oversees the accounting and financial reporting processes of the Company, the audits of the standalone and consolidated financial statements (the "Financial Statements") of the Company, internal controls and choice of the Company's independent auditor. The mode of operation as well as the duties and responsibilities are set out in the internal terms of reference of the Audit Committee. The Audit Committee consists exclusively of members of the Supervisory Board and consists of three members. The Supervisory Board has specified the following rules for the composition of the Audit Committee: The chairperson of the Audit Committee must have specific knowledge and experience in applying accounting principles and internal control procedures. An adequate number of Audit Committee members should be independent of the Company. Members of the Audit Committee as a whole shall be competent in the business sector of the Company. The chairperson of the Audit Committee must be designated by the Supervisory Board and cannot be the chairperson of the Supervisory Board. The current members of the Audit Committee of the Company are Helmut Jeggle (as chairperson), Christian Bailly and Alexander Schemann. This composition follows the abovementioned goals for the composition of the Audit Committee. In particular, all members of the Audit Committee have specific knowledge of and experience in applying accounting principles and internal control procedures and one of them is independent of the Company. Forvis Mazars Luxembourg was appointed as the independent auditor of the Company at the Annual General Meeting on 28 May 2025 for this financial year. Forvis Mazars Luxembourg also performed the audit of the consolidated Financial Statements as of 31 December 2021, 31 December 2022, 31 December 2023 and 31 December 2024. The auditors issued an unqualified audit opinion. The Supervisory Board acknowledged the independence of the auditor and obtained a corresponding declaration of independence. The Financial Statements and associated audit reports were sent to the members of the Supervisory Board. The Supervisory Board reviewed the separate and consolidated Financial Statements and the management report of the Company. The results of the preliminary review by the Audit Committee and the results of its own review are fully consistent with the results of the audit of the Financial Statements. In view of the final results of its own review, the Supervisory Board raises no objections to the results of the audit by the auditor. The Supervisory Board has therefore approved the separate and consolidated Financial Statements of the Company for financial year 2025. The annual Financial Statements of the Company are thus approved. As the Supervisory Board, we are very much looking forward to continuing the tonies success story this year. Luxembourg, 30 March 2026 For the Supervisory Board Christian Bailly Chairperson Remuneration Report 2025 Contents of the remuneration report This remuneration report has been prepared in accordance with Luxembourg laws and provides a clear and comprehensive overview of the remuneration awarded or due to the members of the management board (the "Management Board" or the "MB Members" and each member, a "MB Member") and supervisory board (the "Supervisory Board") of tonies SE ("tonies") for the 2025 financial year. The remuneration report will be submitted to the 2026 annual general meeting for approval. Changes in the composition of Management Board and Supervisory Board during the 2025 financial year The following changes in the composition of the Management Board occurred during the 2025 financial year: The former Chief Financial Officer (CFO) of tonies, Jan Middelhoff, resigned from his office as member of the Management Board with effect as of the end of September 1, 2025. Hansjörg Müller has been appointed as member of the Management Board and CFO with effect as of September 1, 2025. Further, Christoph Frehsee has been appointed as Chief Revenue Officer (CRO) with effect as of July 1, 2025. Further, the following changes in the composition of the Supervisory Board occurred during the 2025 financial year: The 2025 annual general meeting elected Patric Faßbender as member of the Supervisory Board. The remuneration policy for the Management Board The current remuneration policy for the MB Members (the "Remuneration Policy 2024") became effective as of 1 January 2024 after having been submitted to and approved by the 2024 annual general meeting of tonies with a majority of 95.54%. The Remuneration Policy 2024 applies to all current members of the Management Board. The Remuneration Policy 2024 promotes tonies' business strategy and long-term interests and thus contributes to tonies' long-term development. Strengthening the profitable and sustainable growth of tonies' business is the focus and basis for the structure of the remuneration system for the MB Members. In this context, the remuneration system is linked to the development of tonies, providing a compensation to motivate the MB Members towards the achievement of long-term goals in order to promote tonies' business strategy, long-term value and creation and sustainability, providing adequate compensation in consideration of the responsibilities, competency, commitment, workload, time spent and performance of each MB Member, reflecting the degree of required qualifications and experience of the MB Members, the risks that they take personally, and honour the dedication and efforts that the MB Members put into tonies; and ensuring that tonies continues to attract and retain individuals who consistently perform at or above expected levels and contribute to the success of tonies. No deviations of the Remuneration Policy 2024 occurred during the 2025 financial year. Components of the remuneration of the Management Board The remuneration system of the MB Members comprises fixed and variable remuneration components, whereas the components mix shall balance both short term economic performance with long term goals of tonies. The total annual remuneration of the MB Members thus shall consist of 20 % to 30 % of fixed remuneration components, while the variable remuneration shall consist of 70 % to 80 % of the total annual remuneration. Such setup shall provide for flexibility to answer different needs of current and future members of the Management Board in terms of their remuneration structure, considering customary market practice and appropriateness. Fixed non-performance-related remuneration components The fixed components of the remuneration for all MB Members, in accordance with the Remuneration Policy 2024, are a fixed annual salary and fringe benefits. Providing adequate base compensation shall consider the responsibilities, competency, commitment, workload and time spent of each MB Member, reflect the degree of required qualifications and experience and the risks that they take personally, and honor the dedication and efforts that the MB Members put into tonies. In addition, such compensation shall ensure that tonies continues to attract and retain individuals who consistently perform at or above expected levels and contribute to the success of tonies. Fixed annual salary The MB Members receive a fixed annual salary generally to be paid in equal instalments. The amount of the fixed annual salary is based on the tasks and the strategic and operative responsibility of the individual MB Member. Fringe benefits The MB Members receive market standard fringe benefits such as contributions to accident insurance, D&O insurance and a company car respectively company car allowance or similar. Beyond that, tonies reimburses the Chief Executive Officer (CEO) Tobias Wann for the costs of a dual household management of up to EUR 2,000.00 gross per month and a BahnCard 100 for the duration of his services for tonies. The CFO Hansjörg Müller received a one-time relocation allowance in the amount of EUR 15,000.00. In addition, tonies reimburses the MB Members for all necessary and reasonable out-of-pocket expenses within the context of their activities to the extent these expenses were incurred in the interests of tonies. Variable performance-related remuneration components In accordance with the Remuneration Policy, the variable remuneration of the MB Members consists of an annual performance bonus ( "Performance Bonus" , STI) and an equity incentive plan as well as a participation in a virtual stock option plan (LTI). Providing such different variable performance-related remuneration components shall motivate the MB Members to achieve ambitious and challenging financial, operational and strategic goals during one financial year, but also for several financial years. And besides providing further compensation considering the responsibilities, competency, commitment, workload and time spent of each MB Members, the share-value based remuneration components shall also motivate the MB Members towards the achievement of long-term goals in order to promote tonies' business strategy, long-term value and creation and sustainability and align the interests of the MB Members with those of tonies' shareholders. Performance Bonus The Performance Bonus depends on the achievement of performance targets defined during the financial year. Such performance targets consist for each MB Member of 80 % financial targets (including net revenue, adjusted EBITDA, free cash flow) and 20 % individual targets (qualitative and quantitative performance criteria, as strategic and operational criteria, as well as sustainability related criteria). In the case of 100 % achievement of all annual performance targets, the total amount of the Performance Bonus shall be as follows for each MB Member: Tobias Wann: EUR 250,000.00 gross (at maximum EUR 375,000.00 gross per financial year), Hansjörg Müller: EUR 200,000.00 gross (at maximum EUR 300,000.00 gross per financial year), Virginia McCormick: EUR 150,000.00 (at maximum EUR 225,000.00 gross per financial year), Christoph Frehsee: USD 220,000.00 (at maximum USD 330,000.00 gross per financial year), Dr. Jan Middelhoff: EUR 150,000.00 (at maximum EUR 225,000.00 gross per financial year). The overall target achievement for the Performance Bonus as well as the payout amount resulting thereof for the MB Members shall be determined by the Supervisory Board within one month following the availability of the audited and approved consolidated financial statements of tonies SE. This remuneration report outlines the Performance Bonus for the 2024 financial year, since it has been paid out only in the 2025 financial year. LTI The LTI for the management board includes the Share Option Agreement Plan as well as the Pre-IPO Virtual Stock Option Plan. The MB Members further participate in tonies' equity incentive plan ("Equity Incentive Plan") as adopted on 27 August 2022 and approved by the general meeting of shareholders of tonies on 24 May 2023. The Equity Incentive Plan generally provides incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of tonies, by offering them an opportunity to participate in tonies' future performance through the grant of awards, and comprises Options, Restricted Stock Awards, Stock Bonus Awards, Stock Appreciation Rights, Restricted Stock Units and Performance Awards, as defined and described in the Equity Incentive Plan. With the exception of a participation of the former CFO, Jan Middelhoff, in a closed virtual stock option program (see below), as of the date of this remuneration report only Options have been granted to MB Members under the Equity Incentive Plan. Options generally vest in accordance with the following schedule for the CEO Tobias Wann, CXO Virginia McCormick and the newly appointed CFO Hansjörg Müller: 4/16 of the total number of Options shall vest 12 months following the vesting commencement date (in each case as defined below), and 1/16th on each quarterly anniversary of such vesting date thereafter (i.e., every 3 months thereafter), so that the Options will become 100% vested after four years, subject to continued service and customary clawback and change of control clauses. For the former CFO Dr. Jan Middelhoff and the CRO Christoph Frehsee, 1/16 of the Options vest quarterly commencing on the vesting commencement date, so that the Options will become 100 % vested after four years, subject to continued service and customary clawback and change of control clauses. The exercise of the Options is further linked to different exercise prices per share in tonies, determined when the Option is granted, in order to incentivize the individual performance for tonies' share price developments pursuant to the conditions of the Equity Incentive Plan. As of the date of this remuneration report, the MB Members participate in the Equity Incentive Plan as follows: In 2024, according to his individual global stock option agreement, the CEO Tobias Wann has been granted Options with the vesting commencement date being 1 January, 2024, as follows: 150,000 Options with an Exercise Price of EUR 6.00 per tonies' share. 250,000 Options with an Exercise Price of EUR 7.50 per tonies' share. 300,000 Options with an Exercise Price of EUR 12.00 per tonies' share. 300,000 Options with an Exercise Price of EUR 20.00 per tonies' share. 437,500 of these Options vested in 2025. In 2024, according to his individual global stock option agreement, the CFO Dr. Jan Middelhoff has been granted Options with the vesting commencement date being 1 May 2024 follows: 97,500 Options with an Exercise Price of EUR 6.00 per tonies' share. 162,500 Options with an Exercise Price of EUR 7.50 per tonies' share. 195,000 Options with an Exercise Price of EUR 12.00 per tonies' share. 195,000 Options with an Exercise Price of EUR 20.00 per tonies' share. 162,504 of these Options vested in 2025. In 2024, according to her individual global stock option agreement, the CXO Virginia McCormick has been granted Options with the vesting commencement date being 1 September 2024 as follows: 60,000 Options with an Exercise Price of EUR 6.00 per tonies' share. 100,000 Options with an Exercise Price of EUR 7.50 per tonies' share. 120,000 Options with an Exercise Price of EUR 12.00 per tonies' share. 120,000 Options with an Exercise Price of EUR 20.00 per tonies' share. 125,000 of these Options vested in 2025. In 2024, according to his individual global stock option agreement, the CRO Christoph Frehsee (at that time in his capacity as employee of the Company) has been granted Options with the vesting commencement date being 1 January 2024 as follows: 150,000 Options with an Exercise Price of EUR 6.00 per tonies' share. 250,000 Options with an Exercise Price of EUR 7.50 per tonies' share. 300,000 Options with an Exercise Price of EUR 12.00 per tonies' share. 300,000 Options with an Exercise Price of EUR 20.00 per tonies' share. In 2025, 250,008 Options vested, thereof 125,004 during his activities as MB Member (1 July to 31 December 2025). In 2025, according to his individual global stock option agreement, the newly appointed CFO Hansjörg Müller has been granted Options with the vesting commencement date being 1 September 2025 as follows: 75,000 Options with an Exercise Price of EUR 6.00 per tonies' share. 125,000 Options with an Exercise Price of EUR 7.50 per tonies' share. 150,000 Options with an Exercise Price of EUR 12.00 per tonies' share. 150,000 Options with an Exercise Price of EUR 20.00 per tonies' share. In 2025, no Options have vested. Additional voluntary bonus Tobias Wann and Jan Middelhoff received 50 kEUR a additional project-based voluntary bonus in the 2025 financial year. Closed 2020 Virtual Stock Option Program Before the appointment of Jan Middelhoff as CFO, he participated in a virtual stock option program ("VSOP"), set up prior the business combination resulting in tonies. The VSOP has been closed and is not part of the new remuneration policy of tonies. At the discretion of tonies, the virtual shares granted to Jan Middelhoff under the VSOP can be exercised upon vesting for cash payment or shares in tonies. The vesting period is 48 months with a cliff period of 12 months. In 2025, no additional virtual shares of the CFO have been vested while 54,465 virtual shares have been exercised. Remuneration-related agreements The service agreements of the CEO Tobias Wann and the CFO Hansjörg Müller are concluded for the term of appointment of three years each. The service agreements of the CXO Virginia McCormick and the CRO Christoph Frehsee are concluded for an indefinite period and can be terminated by either party at any time. The conclusion of service agreements without time limitation takes into account US market practice and certain requirements under US law. Severance payments The service agreements of the MB Members contain provision concerning payment in the event of a premature termination of the service agreements as follows: In case of the CEO Tobias Wann and the CFO Hansjörg Müller, any severance payment in the event of a premature termination of the service agreement shall not exceed the sum of (i) the fixed remuneration payable for a period of two years, however, at most for the remaining term of the respective service agreement, and (ii) and the pro-rated annual Performance Bonus for a period of two years, however, at most for the remaining term of the respective service agreement. Any severance payment shall count against any compensation payable in connection with the post-contractual non-competition. In case of the CXO Virginia McCormick and the CRO Christoph Frehsee, in the event of a termination of the service agreement (i) by tonies without reason or (ii) by the CXO or the CRO, respectively, for good reason, the CXO and the CRO, respectively, shall be entitled to (a) a severance payment in the amount of six months the then-current fixed remuneration in case of the CXO and (b), in case of the CRO, a severance payment in the amount of six-months the then-current fixed remuneration in case of termination by tonies and a severance payment in the amount of 12 months the then-current fixed remuneration in case of termination by the CRO. The former MB member Jan Middelhoff did not receive a severance payment in connection with his departure. Retention or clawback of variable remuneration In the 2025 financial year, the Company had no reason to retain or reclaim any variable remuneration of the MB Members. Post-contractual non-competition clause The service agreements of the CEO Tobias Wann, the CFO Hansjörg Müller and the CXO Virginia McCormick include a twelve-month post-contractual non-competition clause. During the term of the non-compete, Tobias Wann and Hansjörg Müller receive in return a compensation payment in the amount of 50 % of the fixed remuneration lastly received. Virginia McCormick does not receive a compensation payment. Share Ownership Guidelines (SOG) The MB Members are obliged to acquire shares of tonies SE equal to 100 % of their gross annual fixed remuneration ("SOG Target") and to hold those shares at least until the end of appointment as a MB member. For this purpose, each MB Member is obliged to invest 50 % of the net amount of the Performance Bonus paid to such MB Member for a financial year in the acquisition of tonies-shares until the SOG Target is fulfilled. Remuneration awarded and due in the 2025 financial year Tobias Wann January - December 2025 January - December 2024 in EUR in % in EUR in % Base salary (fixed compensation) 500,004.00 59.8 % 500,004.00 94.8 % Fixed compensation Fringe benefits (Insurance, car allowance, etc.) 18,000.00 2.1 % 18,000.00 3.4 % Total 518,004.00 61.9 % 518,004.00 98.3 % Variable compensation 318,250.00 38.1 % 0.00 0.0 % Variable compensation Total 836,254.00 100.0 % 518,004.00 98.3 % Other 0.00 0.0 % 9,199.10 1.7 % Total 836,254.00 100.0 % 527,203.10 100.0 % Pension benefits 0.00 0.0 % 0.00 0.0 % Total remuneration 836,254.00 100.0 % 527,203.10 100.0 % Jan Middelhoff January - August 2025 January - December 2024 in EUR in % in EUR in % Base salary (fixed compensation) 200,000.00 25.4 % 275,000.00 78.7 % Fixed compensation Fringe benefits (Insurance, car allowance, etc.) 9,384.48 1.2 % 14,076.72 4.0 % Total 209,384.48 26.5 % 289,076.72 82.8 % Variable compensation 198,201.72 25.1 % 60,134.53 17.2 % Variable compensation Virtual Stock Option Bonus 381,278.60 48.3 % 0.00 0.0 % Total 788,864.80 100.0 % 349,211.25 100.0 % Other 0.00 0.0 % 0.00 0.0 % Total 788,864.80 100.0 % 349,211.25 100.0 % Pension benefits 0.00 0.0 % 0.00 0.0 % Total remuneration 788,864.80 100.0 % 349,211.25 100.0 % Virginia McCormick January - December 2025 September - December 2024 in EUR in % in EUR in % Base salary (fixed compensation) 443,687.80 79.6 % 154,309.90 97.1 % Fixed compensation Fringe benefits (Insurance, car allowance, etc.) 34,073.04 6.1 % 4,644.87 2.9 % Total 477,760.84 85.7 % 158,954.78 100.0 % Variable compensation 45,675.28 8.2 % 0.00 0.0 % Total 523,436.12 93.9 % 158,954.78 100.0 % Other 18,500.52 3.3 % 0.00 0.0 % Total 541,936.64 97.2 % 158,954.78 100.0 % Pension benefits 15,495.75 2.8 % 0.00 0.0 % Total remuneration 557,432.39 100.0 % 158,954.78 100.0 % Variable compensation Christoph Frehsee July - December 2025 January - December 2024 in EUR in % in EUR in % Base salary (fixed compensation) 194,803.74 83.1 % 0.00 0.0 % Fixed compensation Fringe benefits (Insurance, car allowance, etc.) 12,463.37 5.3 % 0.00 0.0 % Total 207,267.11 88.4 % 0.00 0.0 % Variable compensation 0.00 0.0 % 0.00 0.0 % Variable compensation Total 207,267.11 88.4 % 0.00 0.0 % Other 27,277.69 11.6 % 0.00 0.0 % Total 234,544.80 100.0 % 0.00 0.0 % Pension benefits 0.00 0.0 % 0.00 0.0 % Total remuneration 234,544.80 100.0 % 0.00 0.0 % Hansjörg Müller September - December 2025 January - December 2024 in EUR in % in EUR in % Base salary (fixed compensation) 119,330.98 99.1 % 0.00 0.0 % Fixed compensation Fringe benefits (Insurance, car allowance, etc.) 1,105.40 0.9 % 0.00 0.0 % Total 120,436.38 100.0 % 0.00 0.0 % Variable compensation 0.00 0.0 % 0.00 0.0 % Total 120,436.38 100.0 % 0.00 0.0 % Other 0.00 0.0 % 0.00 0.0 % Total 120,436.38 100.0 % 0.00 0.0 % Pension benefits 0.00 0.0 % 0.00 0.0 % Total remuneration 120,436.38 100.0 % 0.00 0.0 % Variable compensation Comparative presentation of the annual change in compensation with earnings development and employee salary development Management Board remuneration * Annual change 2025 to 2024 Annual change 2024 to 2023 Annual change 2023 to 2022 Annual change 2022 to 2021 Annual change 2021 to 2020 Tobias Wann (since 1 January 2024) 0.00 % ./. ./. ./. ./. Jan Middelhoff (1 May 2023 - 1 September 2025) 0.00 % + 25.0 % ./. ./. ./. Virginia McCormick (since 2 September 2024) 0.00 % 0.00 % ./. ./. ./. Christoph Frehsee (since 1 July 2025) ./. ./. ./. ./. ./. Hansjörg Müller (since 1 September 2025) ./. ./. Patric Faßbender (until 31 December 2023) ./. ./. - 0.17 % 0.00 % + 29.34 % Marcus Stahl (until 31 December 2023) ./. ./. - 0.17 % 0.00 % + 30.14 % Business development of tonies Revenue development + 31.2 % + 33 % + 40 % + 37 % + 40 % Adj. EBITDA development + 49.9 % + 251 % + 6.4 % ./. (negative) ./. (negative) Average salary development of employees with full time employment Average remuneration of all employees or a reference group + 3.2 % + 4.2 % + 8.2 % + 9.6 % + 12.43 % * For further explanations please review the respective remuneration reports. The remuneration of the Supervisory Board has not changed over the last five years except for changes in the members and role changes. Review of the appropriateness of Management Board remuneration The Supervisory Board conducted a review of the remuneration of the Management Board in the 2025 financial year and came to the conclusion that the amount of the remuneration of the Management Board is appropriate and ensures conformity with the Luxembourg laws. For the assessment of the appropriateness of Management Board compensation, the Supervisory Board also regularly takes external advice. This involves assessing from an external perspective the relationship between the level and structure of the Management Board compensation and the compensation of the workforce as a whole (vertical comparison). In addition to a status quo analysis, the vertical comparison also takes into account the development of compensation ratios over time. On the other hand, the level and structure of remuneration are assessed on the basis of tonies' positioning in a comparative market (horizontal comparison). In addition to fixed compensation, the horizontal comparison also includes the share-based long-term bonus as well as the amount of fringe benefits. The peer group was chosen carefully by the Supervisory Board in order to avoid an automatic upward trend in compensation. Remuneration of the Supervisory Board in the 2025 financial year In accordance with the remuneration policy of the Supervisory Board as approved by the 2024 general meeting, the members of the Supervisory Board receive a fixed annual salary as follows: For each financial year, the chairperson of the Supervisory Board receives EUR 120,000.00 and the deputy chairperson of the Supervisory Board receives EUR 90,000.00. The chairperson of the audit committee receives EUR 90,000.00 for each financial year and the ordinary members of the Supervisory Board receive EUR 60,000.00 per financial year. If the position of a Supervisory Board member begins or ends during a financial year, the remuneration for such financial year will be paid on a pro-rata basis. Supervisory Board member Financial Year Fixed compensation in EUR Chairperson of the Supervisory Board 2025 120,000 Christian Bailly (from 20 August 2024) 2024 100,833 Member of the Supervisory Board, Chairperson of the Audit Committee 2025 90,000 Helmut Jeggle 2024 90,000 Member of the Supervisory Board 2025 35,667 Patric Faßbender (from 28 May 2025) 2024 ./. Member of the Supervisory Board 2025 60,000 Alexander Kudlich 2024 60,000 Deputy Chairman of the Supervisory Board 2025 60,000 Alexander Schemann (from 20 August 2024) 2024 60,000 Member of the Supervisory Board 2025 60,000 Erika Wykes-Sneyd 2024 60,000 tonies SE shares in review ‌Market Environment and Challenges in 2025 In the fiscal year 2025, tonies navigated a highly complex and structurally challenging macroeconomic environment across core global markets, balancing domestic European stagnation with shifting dynamics in the critical US growth engine. The German economy experienced an extended period of stagnation, ultimately achieving only modest gross domestic product (GDP) growth of approximately 0.2 %. Persistent domestic headwinds, including elevated operational costs, weak industrial order volumes, and a shortage of skilled labor, continued to constrain overall business dynamism. Despite these hurdles, capital markets observed a welcome stabilization in the broader Eurozone, where average German inflation fell to 2.3 %. The United States economy demonstrated more resilience but cooled significantly as the year progressed, finishing 2025 with an annual GDP growth rate of 2.2 % amid fourth-quarter disruptions from a federal government shutdown and uncertainties surrounding newly implemented trade tariffs. These macroeconomic crosswinds weighed heavily on US consumer sentiment, as households grappled with the cumulative living cost increases. Consequently, the broader consumer discretionary sector faced notable pressure and lagged the wider equities market, as budget-conscious shoppers became highly pragmatic, prioritizing essentials and selectively hunting for value. Interestingly, capital markets demonstrated a notable decoupling from this subdued economic reality; German small and mid-cap equities showcased remarkable resilience, with the MDAX and SDAX indices recording robust double-digit gains of approximately 19 % and 25 %, respectively. In the United States, equity markets defied the cooling macroeconomic data, with the S&P 500 and Nasdaq 100 delivering robust annual returns of approximately 18 % and 20 %, respectively, marking a third consecutive year of double-digit gains. This upward momentum was largely underpinned by high-conviction investments in the "Artificial Intelligence" ecosystem, which effectively outweighed the market's initial anxieties regarding aggressive trade policies and tariff-induced volatility. As we move forward into 2026, tonies remains cautiously optimistic that proactive financial discipline and the resilient, non-cyclical appeal of its unique interactive audio platform will allow the company to continue recording double-digit growth rates as well as capturing market share even amidst a cautious global consumer environment. Share Price Performance Despite the above-mentioned headwinds, tonies SE shares performed exceptionally well in 2025, rising by 38 % over the year. After starting at EUR 7.58 , the share price peaked at EUR 10.52 before closing at EUR 10.44 on 31 December 2025 . The company's market capitalization stood at EUR 1.324 billion (including treasury shares) at year-end, with an average daily trading volume on Xetra of approximately 77k shares . tonies SE share (as of 31 December 2025) 2025 Number of shares Issued 126,847,586 Share price in EUR Last (31 December) 10.44 High 10.52 Low 4.88 Market capitalization in EUR billion (31 December) 1.324 ISIN LU2333563281 Ticker symbol TNIE WKN A3CM2W

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