Half-yearly financial report 2026

@ tonies

Holf-Yeor Report

2026

2 tonies SE | Half-Year Report 2026

tonies ata glance

For constant values refer to the Manapement Report to the Interim Condensed Consolidated Financial Statements, 1.3 Revenue

*or nominaI valUes refer to the Notes to the Interim Condensed Consolidated *inancia I Statements, Note 18 RevenUe

Group revenue in the first six months of 2026 grew 38 % year-over-year (+ 41% in constant currency) to EUR 243 million. Revenue share from markets outside DACH rose by 3 percentage points to 63 % (H1 2025: 60 %), reflecting the ongoing execution of tonies' international growth strategy and continued geographic diversification.

Toniebox revenue grew 65 % year-over-year (+ 69 % in constant currency) in the first six months of 2026 to EUR 57 million, supported by sustained strong demand for Toniebox 2 againsta relatively low prior-year base as retailers anticipated the launch of Toniebox 2 in Q3 2025.

In the first half of 2026, the adjusted EBITDA margin declined by 1.4 percentage points year-over-year to 0.7 %. It was affected by the timing of US tariffs and a temporary disproportionate growth in Toniebox revenue. The latter influenced gross margin for the first half of 2026 while expanding the installed base that generates high margin attach revenue over time. At the operating level, tonies achieved significant efficiency gains in fulfillment, marketing, and SG&A, partially offsetting gross margin effects from Toniebox sales.

Free cash flow in the first six months of 2026 was EUR -64.3 million, reflecting the seasonal build-up of inventory supporting the tentpole launches of Bluey, Hasbro, Pokemon and Toniebox Lite. For the full year 2026, tonies continues to expect positive free cash flow.

tonies reiterates its guidance for 2026 and expects to grow more than 20 % in constant currency to more than EUR 760 million. North America is expected to grow more than 30 % in constant currency. The adjusted EBITDA margin is expected to come in between 9 and 11%.

The company continues to expand its ecosystem around the Toniebox:

Around 12.6 million Tonieboxes have been sold since the founding of the Company, of which around 800,000 have been sold in the first half of 2026 alone.

On June 18, tonies organized its first Capital Markets Day since IPO with more

than 200 investors and analysts attending live in-person in London or virtually. e e

The Company issued an updated mid-term guidance and expects to record revenues of more than EUR 1.4 billion by 2030 as well asa mid-term adjusted EBITDA margin of around 16 to 18 %.

February S: tonies releases preliminary and unaudited figures for full-year 2025 April 14: tonies publishes the annual report for 2025

May 13: tonies publishes its results for the first quarter of 2026 May 27: tonies holds its Annual General Meeting 2026

June 18: tonies organizes its first Capital Markets Day since IPO in London

4 tonies SE | Half-Year Report 2026

Content

Consolidated Interim Management Report 5

Business review 6

Risks and opportunities report 12

Subsequent events 12

Outlook for tonies in 2026 13

Management's responsibility statement 14

Independent Auditor's Report 16

Interim Condensed Consolidated Financial Statements 17

Interim Condensed Consolidated Statement of Financial Position 18

Interim Condensed Consolidated Statement of Profit or Loss and

Other Comprehensive Income 19

Interim Condensed Consolidated Statement of Cash Flows 20

Interim Condensed Consolidated Statement of Changes in Equity 21

Notes to the Interim Condensed Consolidated Financial Statements 24

Alternative Performance Measures 40

Other Information 43

Financial Calendar 2026 44

Imprint 45

Consolidated Interim

Management Report

Business review

Risks and opportunities report Subsequent events

Outlook for tonies in 2026

Consolidated Interim Management Report

for the six months ended 30 June 2026

1. Business review

   1. Performance assessment system

      Revenue and profitability of the business are managed and monitored at segment level below Group level. These segments are based on the composition of the Company's management teams according to tonies' key sales markets: DACH, North America and Rest of World. The Management Board uses revenue, contribution margin (a), EBITDA margin (b) and adjusted EBITDA margin (c) to measure operating performance of the segments, asa basis for strategic planning and as it provides useful information to investors and others in understanding and evaluating the results of operations and isa useful measure for period-to-period com-oarisons of tonies business performance. For further information on the segments, Please refer to section 5, "Ooeratinp segments" in the notes to the interim consolidated financial statements.

      KPI'		HI 2026		HI 2025
      Revenue		EUR 242 9 m illion		EUR 176.6 million
      Contribution marpin (a)		37.8 %		42.9 %
      Adjusted EBITDA marpin (b)		0.7 %
      EBITDA marpin (c)				18%

      We refer to the separate overview included in the Halfyear report with a detailed description of the calculation of alternative performance measures.

   2. Overall business performance

      In the first half of 2026, tonies continued to deliver a strong business performance despite a challenging macroeconomic environment. Key headwinds included uncertainty surrounding U.S. tariff policies and heightened geooolitical tensions in the Middle East, which led to suooly chain disruptions and raised concerns regarding consumer sentiment.

      Revenue amounted to EUR 2A9.7 million in the first six months of 2026, representinga year-over-year (YoY) growth of A1.A % in constant currency ("cc"), with an increase in revenue in North America (+ 56.6 % in cc) and RoW (+ A2.6 % in cc) and still significant growth in the established DACH market of + 25.6 % in cc. We have seen growth in all product categories with Tonieboxes being on too with + 68.6 % in cc driven by our new Toniebox 2 introduced in Q3 2025.

      Gross ma rgin decreased in the first six months from 70.9 % to 6A.3 % in comparison with the first six months of 2025, primarily asa result of product mix: last years' H1 had a high orooortion of higher ma rgin Tonie figurines as retailers delayed orders of the lower margin Toniebox in anticipation of the Toniebox 2 launch.

      Gross margin after licensing costs therefore decreased from 58.8 % in the first half of 2025 to 53.1% in the first six months of 2026.

      Contribution margin as well decreased in the first six months in comparison with the first half year 2025 from A2.9 % to 37.8 % asa result of the factors mentioned before. Fulfilment costs slightly improved.

      The Group's adjusted EBITDA marpin came down to 0.7 % from 2.1 % in the first half of 2025.

      Free cash flow was negative at EUR - 6A.3 million com cared to H1 2025 with EUR - 31.8 million mainIy resulting from changes in the net working capital.

      For the definition, explanation and reconciliation of adjusted EBITDA marpin refer to 1.3 Profitability

      tonies SE | Half-Year Report 2026 7

   3. Results of operations of the Group

      Revenue

      Group revenue increased by 37.5 % from EUR 176.6 million in the first six months of 2025 to EUR 2A2.9 million in the first half of 2026.

      in EUR million		HI 2026		HI 2025		Change
      Revenue		242.9		176.6		66.3
      by geogrophy
      DAC H		889		708		18.1
      North Am erica		1043		706		33.7
      RoW		497		3'52		145
      by product category
      Tonieboxes		57.2		34.7		22.5
      Tonies		177.1		134.3		428
      Access ories & DigitaI		8.6		7.6		1.0

      North America continued its dynamic growth track by achievinga year-over-year ("YoY") revenue growth of

      56.6 % to EUR 110.6 million in constant currency. The revenue increase was driven by both the direct-to-con-sumer and the wholesale channel, with the latter experiencing the strongest growth rate (+ 80 %). The very strong performance of the wholesale channel was suooorted by tonies' increased shelf space anda higher number of points of sale at major retailers as well as the effect of our newly introduced Toniebox 2, which was not available in H1 2025.

      In the DACH region, revenue increased significantly by 25.6 % YoY to EUR 88.9 million mainly due to the Toniebox 2 effect. Management remains confident on DACH growth oooortunities, although ona lower level in this mature market. This will be suooorted by constant development of new Tonies and accessories that already showa high demand.

      In the Rest of World, revenue g rew by A2.6 % YoY to EUR 50.2 million (cc) in the first six months of 2026 driven by the UK anda very strong growth in France. Additionally, tonies delivereda very dynamic development in Australia & New Zealand (ANZ).

      In the first six months of 2026, tonies continued to successfully expand its international reach, as the regional share of revenue beyond the DACH region significantly increased from 60 % in H1 2025 to 63 %. This isa testament to tonies' success in expanding its leading market position and the successful execution of its international expansion strategy.

      Froma product category oersoective, Tonieboxes revenue increased significantly by 68.6 % mainly driven by the new Toniebox 2 introduced in Q3 2025 with EUR 58.5 million compared to previous year (cc). By expanding our product portfolio we have set the basis for further growth as the largest audio platform for children. The platform possessesa powerful competitive shield based on user experience, product proficiency, intellectual orooerty, seasonal build-uo, financial strength, and patents.

      tonies SE | Half-Year Report 2026
      
      

      Revenue of Tonies figurines increased strongly by 35.8 % YoY to EUR 182.A million (cc). The new Book Tonies format was successfully launched in Q2 2025 in the DACH region. Furthermore, tonies announced the extension of the Own Content Mindfulness category. The oioeline for new products and innovations (IP oioeline) was strengthened with extensions of successful franchises (e. g., Bluey). Tonies has builta strong oioeline of additional IP and characters to be launched throughout the months and years to come.

      In Accessories & Digital, revenue grew by 15.0 % YoY (cc) to EUR 8.7 million mainly led by electronics (mainly headphone and chargers), digital content and transport solutions.

      Regarding distribution channels, both wholesale and direct-to-consumer channels - including Amazon marketplace - remained strategically relevant for tonies. In the first half of 2026, the share of revenue from direct-to-consumer channels remains stable at around Al%.

      Profitability

      Calculated from EBITDA by adjusting for various effects to createa metric for the underlying profitability of the business. Adjustments relate to expenses incurred where management believes adjustments should be made due to extraordinary and non-operational character.

      In H1 2026 only adjustments for expenses of share-based payments have been made, consistent with all prior resorting periods since 2022. In H1 2025 and H1 202A, the adjustments comprised costs for share-based compensation only. The adjusted EBITDA margin is defined as adjusted EBITDA asa percentage of revenue.

      Despite continued investments for international growth and portfolio expansion in marketing and SG&A, negative impacts from US tariffs and unfavourable product mix adjusted EBITDA declined from EUR 3.8 million (2.1% of revenue) to EUR 1.8 million (0.7 % of revenue) in H1 2026.

      Consolidated Group statement of profit or loss in accordance with IFRS:

      HI 2026

      HI 2025

      Change

      		EUR m	% of Revenue		EUR m	% of Revenue		EURm
      Revenue		242.9	100.0 %		176.6	100.0 %		66.3
      COGS		-867	-357%		- 51.4	-29.1%		-35.3
      Gross Profit		156.2	64.3%		125.1	70.9 %		31.1
      Licensing costs		-27.1	-11.2%		-213	-121%		- 5.8
      Gross Profit after Licensing Costs		129.1	53.1%		103.8	58.8 %		25.3
      Own work capitalized		0.0	0.0%		08	05%		- 0.8
      Other income		34	14%		40	23%		- 0.6
      Personnel expenses		-403	-166%		-33f	-190%		-68
      Other Expenses		-925	-381%		-71.9	-40.7%		- 20.6
      EBITDA		- 0.4	- 0.1%		3.2	1.8%		- 3.6
      Depreciation and amortization		-103	-42%		-9.9	-5.6%		- 0. 4
      EBIT		-10.7	-4.4%		-6.7	-3.8%		- 4.0
      Finance result		-15.7	-6.4%		7.4	4.2%		- 23 1
      EBT		-26.4	-10.8%		0.7	0.4%		- 27.1
      Income taxes		-1.0	-0.4%		-1.8	-1.0%		0.8
      Net Income		-27.3	-11.3%		-1.1	-0.6%		- 26.2

      Adjusted EBITDA is calculated from EBITDA as follows:

      HI 2026

      HI 2025

      Change

      		EUR m	% of Revenue		EUR m	% of Revenue		EUR m
      EBITDA		- 0.4	- 0.1 %		32	18%		- 3.6
      Share Based Compensation		2.1	0.9%		06	03%		1.5
      Adj. EBITDA		1.8	0.7%		3.8	2]%		-2.0

      Contribution margin decreased from A2.9 % of revenue in the first six months of 2025 to 37.8 % of revenue in the resorting period. The decrease was mainly driven by product channel mix effects prior to the Toniebox 2 launch.

      Reconciliation contribution margin

      HI 2026

      HI 2025

      Change

      		EUR m	% of Revenue		EUR m	% of Revenue		EUR m
      Gross profit after licensin g costs		129.1	53.1%		1038	588%		25.3
      Fulfilment cost		-37.3	-15.4%		-28.0	- 15.9 %		- 9.3
      Contribution profit		91.8	37.8 %		75.8	42.9%		16.0

      Gross margin decreased substantially in the first half year 2026 in comparison with H1 2025 from 70.9 % to 6A.3 %. The decrease was driven bya higher share of Toniebox sales with lower margins as well as FX- and other product/channel mix effects.

      Licensing costs decreased in the first half year in comparison with H1 2025 from 12.1% of revenue to 11.2 %

      mainly due to product mixa: higher orooortion of figurines in H12025 versus H12026 as retailers delayed their

      Toniebox orders in anticipation of the Toniebox 2 launch.

      Personnel expenses rose in the first half year in comparison with H1 2025 from EUR 33.5 million to EUR A0.3 million. Main elements of personnel expenses were investments in further portfolio and international expansion. Asa percentage of revenue personnel expenses decreased from 19.0 % to 16.6 %.

      Other expenses increased from EUR 71.9 million to EUR 92.5 million in the first half of 2026, mainly driven by fulfillment cost orooortionate to revenue growth, and marketing and other cost in suooort of portfolio and international expansion.

      Depreciation and amortization of EUR 10.3 million in the first six months of 2026 (H1 2025: EUR 9.9 million) mostly include the amortization of intangible assets resulting froma purchase orice allocation in 2019, when tonies GmbH (formerly Boxine GmbH) was acquired by tonies Beteiligungs GmbH (formerly A. VI Beteiligungs GmbH) and became cart of the group structure, as well as amortisation of intangible assets at tonies GmbH. The increase in H1 2026 isa Isoa result of the capitalization of development cost for Toniebox 2 in H2 2025.

      Financial result decreased substantially from EUR 7.A million in the first ha If of 2025 to EUR -15.7 million in the first six months of 2026 due to the valuation of warrant liabilities behind the increased share orice.

      Tax result for the first ha If year 2026 a mounted to EUR - 1.0 million following EUR - 1.8 million in H1 2025, mainly driven by the current taxes and corresponding release of deferred tax assets on tax loss carry forwards.

      Consequently, net income reduced to EUR -27.3 million in the first half of 2026 com cared to EUR -1.1 million in the first six months of 2025, mainly driven by the revaluation of warrants.

      Financial position
      Condensed consolidated statement of cash flows:
      IFRS Consolidated Statement of Cosh Flows		HI 2026		HI 2025		Chonge
      		EUR m		EUR m		EURm
      EBITDA		-0.4		3.2		-3.6
      Decrease (increase) in net working capital		- 18.1		4.6		-22.7
      Change in other positions		- 39.1		-32.1		-7.0
      Cosh Flow from operating activities		- 57.6		-24.4		-33.2
      Acquisition of property, plant and equipment				- 2.2		0.7
      Acquisition of intangible assets		- 5.5		-48		-0.7
      Development expenses capitalized		0.0		-08		0.8
      Chanp e in other positions		0.4		0.2		0.2
      Cosh Flow from investing activities		-6.7		- 7.5		0.8
      Proceeds from placements of treasury shares		0.0		1.0		-10
      Increase (decrease) in borrowing & leases		10.3		-7.6		17.9
      Chanpe in other financing cost		- 1.6		-0.7		- 1.6
      Cosh Flow from financing activities		8.7		-7.3		16.0
      Net increase (decrease) in cosh		- 55.6		-39.2		-16.4
      Chanpe in cash resoltinp from exchange rate differences		0 7		-9.0		9.7
      Free Cosh Flow		- 64.3		-31.8		- 32.5

      Cash flow from operating activities amounted to EUR - 57.6 million in the first half of 2026 (H1 2025: EUR -2A.A million). Net working capital decreased by EUR 22.7 million, which was ma inIy caused bya decrease in trade receivables and trade payables. Net working capital indicates how much cash is tied uo in tonies' business activities. The changes in other items amounting to EUR - 39.1 million (H1 2025: EUR - 3A.6 million).

      Cash flow from investing activities reflects investments in property, plant and equipment and intangible assets, anda mounted to EUR - 6.7 million in the first six months of 2026 (H1 2025: EUR -7.5 million). Due to refinancing activities in J une, borrowings and leases increased tern oorarily which resulted in financing activities of EUR

      8.7 million (H1 2025: EUR -7.3 million).

      Asa result, the free cash flow (the sum of cash flow from operating activities and cash flow from investing activities) decreased to EUR - 6A.3 million in the first half of 2026 com cared to EUR - 31.8 million in the first six months of 2025. Free cash flow represents the Grou a's cash efficiency and ena bles an assessment of profitability.

      Overall, the Group's cash has decreased compared to 30 June 2025 due to the high investments in tonies' growth. The lower cash balance of EUR 33.0 million compared to year-end 2025 (EUR 87.8 million) isa result of the seasonality of our business.

      The Group was able to meet its obligations at all times in the first half of 2026 and afterwards.

      Assets and liabilities

      Interim condensed consolidated statement of financial position in accordance with IFRS:

      30.6.2026

      31.12.2025

      Chonge

      		EUR m	% of BS total		EUR m	% of BS total		EURm
      Assets		592.4	100.0 %		637.3	100.0 %		-44.9
      Non-current assets		284.3	48.0%		282.1	44.3 %		2.2
      Property, plant and equipment		7.3	1.2%		7.3	1.1%		0.0
      Intangible assets (incl. Goodwill)		259.0	43.7%		261.7	41.1%		-2.7
      Other		17.9	3.0%		13.1	2.1%		4.8
      Current assets		308.1	52.0 %		355.1	55.7%		-47.0
      Cash		330	56%		878	138%		- '54.9
      Inventor ies		1868	315%		1518	238%		350
      Trade receivables		62.2	10.5%		100.5	15.8%		-38.2
      Other		26.1	4.4%		15.0	2.4%		11.1
      Equity and Liabilities		592.4	100.0%		637.3	100.0%		-44.9
      Equity		341.2	57.6%		356.5	55.9%		- 15.3
      Share capital & premium		621.0	104.8%		612.3	96.1%		8.8
      Other incl. accumulated profit and loss		-279.8	-47.2%		-255.7	-40.1%		- 24.1
      Liabilities		251.2	42.4%		280.7	44.1%		- 29.6
      Non-current liabilities		46.9	7.9%		36.9	5.8%		10.0
      Loans and borrowings		15.0	2.5%		8.7	1.4%		6.3
      Lease liabilities		6.1	10%		4 5	0.7%		1.6
      Share-based payment liabilities		2.4	0.4 %		1.8	0.3%		06
      Deferred tax liabilities		23.5	4.0 %		21.9	3.4%		1.6
      Current liabilities		204.3	34.5 %		243.9	38.3%		-386
      Trade Payables		87.2	14.7 %		1 0.6	17.4%		-23.3
      Loans and borrowings		18.0	3.0 %		22.7	3.6%		-4.7
      Other and provisions		67.2	11.3 %		92.4	145%		-2'52
      Warrant liabilities		31.8	5.4 %		18.2	2.9%		13.7

      At EUR 592.A million, total assets decreased in the first half year 2026 compared to year-end 2025 (EUR 637.3

      
      
      

      Assets consisted in particular of non-current assets, which accounted for A8.0 % of total assets (EUR 28A.3 million) and in absolute terms remained on a stable level in the first half year 2026 compared to year-end 2025. The major item is intangible assets. Goodwill, the brand and the capitalized technology as well as customer relationship assets represented the majority of intangible assets.

      Current assets decreased from EUR 355.1 million per 31 December 2025 to EUR 308.1 million per 30 June 2026. Cash decreased from EUR 87.8 million to EUR 33.0 million. Inventories increased from EUR 151.8 million to EUR

      186.8 million due to seasonality of the business and in line with further international expansion. Trade receivables decreased from EUR 100.5 million ver 31 December 2025 to EUR 62.2 million ver 30 June 2026. At the same time other current assets increased from EUR 15.0 million to EUR 26.1 million. This item includes VAT and Corporate tax receivables and oreoaid expenses.

      Com cared to year-end 2025, equity decreased by EUR 15.3 million to EUR 3A1.2 million (31 Decem ber 2025: EUR 356.5 million). The equity ratio was uo by 1.7 percentage points to 57.6 % ver 30 June 2026 remaining at a very healthy level overall.

      Non-current liabilities increased from EUR 36.9 million ver 31 December 2025 to EUR A6.9 million ver 30 June 2026. Loans and borrowings increased from 8.7 million ver 31 December 2025 to EUR 15.0 million ver 30 June 2026. Furthermore, provisions for share-based payment increased to EUR 2.A million (31 December 2025: EUR 1.8 million) and deferred tax liabilities increased to EUR 23.5 million (EUR 21.9 million ver 31 December 2025).

      Current liabilities decreased to EUR 20A.3 million ver 30 June 2026 from EUR 2A3.9 million ver 31 December 2025. Trade soyables decreased to EUR 87.2 million (31 December 2025: EUR 110.6 million). Other liabilities and provisions were reduced from EUR 92.4 million per 31 December 2025 to EUR 67.2 million per 30 June 2026. This item also included provisions for copyright collecting agencies and storage media fees. Warrant liabilities increased to EUR 31.8 million ver 30 June 2026 from EUR 18.2 million ver year-end 2025.

      Overall, the management considers the Group's economic situation well positioned on the basis of the business performance described and the financial position.

2. Risks and opportunities report

   The company's risk landscape is characterized by its readiness for continued growth amid internal factors and global uncertainties, especially those influenced by the evolving US trade policies and ongoing international conflicts. Previous developments are already influencing our business. The associated uncertainty may continue to affect various aspects in the future, as detailed in the Annual Resort 2025. This noses certain risks for the group.

   Management has evaluated the Group's risk and oooortunity profile, assessing both the potential business impact and the probability of occurrence. The undated evaluation of the risk landscape confirms that the mitigation measures taken to address the "Dependence on critical materials" risk were successful. Asa result, this is no longer deemeda material risk for the rest of 2026 while it keeps existing going forward.

   Furthermore, the liquidity profile of the group has been materiaIly stabilized by signinga new syndicated loan and securing factoring programs for the largest markets in Germany and the United States.

   In alignment with the com orehensive disclosures in the Annual Resort 2025 (wages 67-7A), no risks or oooortunities have been identified that could jeopardize the Group's status asa going concern. tonies continues to closely monitor the internal and external risk environments to ensure timely and aoorooriate risk mitigation.

3. Subsequent events

   No subsequent events have been identified.

   tonies SE | Half-Year Report 2026 13

4. Outlook for tonies in 2026

Based on the performance during the six-month-period 2026 and the further development until the completion of this resort we are confident to confirm our outlook for the financial year 2026.

Luxembourg, 13 August 2026 tonies SE

Tobias Wann CEO

Hansjorg Miller

CFO

Christooh Frehsee

CRO

The Management Board of the Company reaffirm their responsibility to ensure the maintenance of orooer accounting records disclosing the consolidated financial position of the Group with reasonable accuracy at any time and ensuring that an aoorooriate system of internal controls is in place to ensure that the Group's business operations are carried out efficiently and transparently.

In accordance with Article 4 of the Luxembourg law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading ona regulated market, the Management Board declares that, to the best of their knowledge, the unaudited interim condensed consolidated financial statements for the period ended 30 June 2026, prepared in accordance with IAS 3A Interim Financial Resorting as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position as of that date and results for the period then ended.

In addition, the Consolidated Interim Management Resort includesa fair review of the development and performance of the Group's operations during the period and of business risks, where aoorooriate, faced by the Group as well as other information required by the Article 68ter of the Luxembourg law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.

Luxembourg, 13 August 2026

Tobias Wann CEO

Hansjorg Miller

CFO

Christooh Frehsee

CRO

Independent Auditor's Report

Report on review of interim condensed consolidated financial statements

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements of tonies SE as of 30 June 2026, which comprise the interim condensed consolidated statement of financial position as at

30 June 2026 and the related interim condensed consolidated statement of Profit or Loss and Other Comprehensive Income, the interim condensed consolidated statement of changes in equity, the interim condensed consolidated statement of cash flow for the six-month period then ended and explanatory notes. Management is responsible for the preparation and fair presentation of these interim condensed consolidated financial statements in accordance with International Financial Resorting Standard IAS 3A Interim Financial Resorting as adopted by the European Union ("IAS 3A"). Our responsibility is to expressa conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2A10, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and aoolying analytical and other review procedures. A review is substantially less in score than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

CONCIUSION

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not oreoared, in all material respects, in accordance with IAS 3A as adopted by the European Union.

Luxembourg, 13 August 2026

For Forvis Mazars, Cabinet de révision agréé 5, rue Guillaume J. Kroll

L-1882 Luxembourg

Signed by:

Houssem DOM

Réviseur d'entreorises agréé

Interim Condensed Consolidated

Financial Statements (Unoudited)

Interim Condensed Consolidated Statement of Financial Position Interim Condensed Consolidated Statement

of Profit or Loss and Other Comprehensive Income

Interim Condensed Consolidated Statement of Cash Flows Interim Condensed Consolidated Statement of Changes in Equity

In accordance with IAS 3A Interim Financial Resorting, as adopted by the EU

Interim Condensed Consolidated Statement of Financial Position (Unoudited)

The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited).

Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unoudited)

The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited).

Interim Condensed Consolidated Statement of Cosh Flows (Unoudited)

The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited).

Interim Condensed Consolidated Statement of Changes in Equity (Unoudited)

0

Placement of TreasUry Shares

Balance as of 30.6.2026

2,326 618,699 -6,412

- 1,871

37,224 -281,144 -244 -27,341

0 341,237

The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited)

Interim Condensed Consolidated Statement of Changes in Equity (Unoudited)

The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited).

Notes to the Interim Condensed Consolidated

Financial Statements (Unoudited)

1. General information

   tonies SE (the "Company" or "tonies") was incorporated in Luxembourg on 18 March 2021 and was registered with the Luxembourg Trade and Companies Register under number B252939 on 29 March 2021. The registered office of the Company is in rue de Bitbourg 9, L-1273, Luxembourg. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group" or "tonies").

   tonies SE started trading on the regulated market of the Frankfurt Stock Exchange on 29 November 2021 under the International Securities Identification Number ("ISIN") LU2333563281.

   Per 30 June 2026, the Group structure of tonies SE is as follows:

   100 %

   tonies Holding GmbH

   100 %

   tonies Beteiligungs GmbH

   100 %

   tonies GmbH

   
   
   

   tonies US Inc. tonies UK Ltd. tonies France SAS tonies ANZ Pty Ltd.

   tonies, through its subsidiaries, is the producer of the innovative audio system 'tonies', consisting ofa speaker box called Toniebox and of various figures marketed under the name Tonies, enabling children to listen to stories and music of their choice by placinga Tonie atom of the Toniebox.

2. Basis of preparation

   1. Statement of compliance

      The interim conaensea consoliaatea financial statements ana notes as at ana for the six months enaea 30 June 2026 have been oreoared in accordance with IAS 34 Interim Financial Resorting, as adopted by the EU, and should be read in conjunction with the latest consolidated financial statements of the tonies Group as at 31 December 2025 ("latest annual consolidated financial statements").

      The interim condensed consolidated financial statements do not include all of the information required fora complete set of financial statements oreoared in accordance with IFRS Standards as adopted by the EU. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the tonies Group's financial position and performance since the latest annual consolidated financial statements.

      The Group's business model is subject to seasonal fluctuations. Usually, the second half of the calendar year (and in particular the fourth quarter) will lead to higher revenues compared to the first half of the year e. g. due to the Christmas season which is typical for retail businesses.

      The interim conaensea consoliaatea financial statements were authorizea for issue by management on 13 August 2026.

      All amounts have been rounded to the nearest thousand, unless otherwise indicated. As amounts are disclosed in thousands of euros ("kEUR"), standard commercial rounding may result in rounding differences. In some cases, such rounded amounts and percentages may not correspond 100 % to the stated sums when added together and subtotals in tables may differ slightly from non-rounded figures.

   2. Financial statements

      tonies consistently aoolied the same accounting policies and methods of computation as described in the latest annual consolidated financial statements. For information on new standards or amendments refer to note 3.

3. Changes in significant accounting policies

   Except as described below, the accounting policies applied in these interim condensed consolidated financial statements are the same as those applied in the Group's consolidated financial statements as at 31 December 2025 according to IAS 3A.16A(a).

   The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

4. Use of judgements and estimates

   In oreoaring the interim condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

   The significant judgments made by management in aoolying the Group's accounting policies and the key sources of estimation uncertainty were the some as those described in the latest annual consolidated financiaI statements.

5. Operating segments

   The Group has organized its business into the three operating segments DACH, North America ("NA") and Rest of the World ("RoW") in order to assess performance and make operational decisions. These three segments are based on the geographical structure of the main sales markets with tonies' external customers, and equal the reportable segments:

   The DACH region comprises the sales countries of Germany, Austria and Switzerland, with business being conducted under the umbrella of tonies GmbH, Germany. NA is made uo of the sales countries USA and Canada. Business in North America is conducted via tonies US, Inc. based in California, US.

   The RoW sales region currently comprises the UK, Ireland, France, Australia and New Zealand as core markets with local teams as well as non-core markets including Hong Kong and several countries served by the European web store (e. g. Belgium, Luxembourg, the Netherlands, Portugal and Swain). In France, the UK and Australia, there are independent distribution companies that are used to develop the corresponding markets, while the British company also serves the Irish market and the Australian company also serves the New Zealand market. All other regions mentioned are covered by the German entity tonies GmbH.

   The Group's complete product and service portfolio are offered in all three segments. There are no material transactions between the operating segments. In connection with the globalization of labor markets, employees for central functions are being hired internationally. The employees are employed by the respective local Group company, but provide their services to other operating segments or the Corporate Headquarters. The services are offset against each other at arm's length conditions, the according internal revenue is presented in the line Revenue (int) in the table below.

   Revenue and expenses are allocated to the individual operating segments, where available, on the basis of the local financial resorting of the companies based in the respective region. For the DACH and RoW regions, revenues and expenses are allocated as ifa separate company had existed in the region. This allocation is determined in accordance with the valuation principles of the German Commercial Code (HGB) and the internationally recognized transfer pricing guidelines of the OECD. Information on the assets and liabilities of the operating segments is not regularly resorted to the responsible corporate entity and is therefore not disclosed.

   A managing director is responsible for each segment. The executive board, which consists of four members, is the chief operating decision-maker that regularly reviews the results of the operating segments and makes decisions about the allocation of the Group's resources.

   Froma management oersoective, the primary performance indicators of the operating segments are net revenue with external third parties, EBITDA and the contribution margin (for definition, we refer to the separate section "Alternative Performance Measures"), which are reported regularly in internal management reporting.

   Functional areas of the Group, such as the traditional headquarters functions of accounting, tax, legal, treasury, strategic planning and IT, are combined as the non-operating business seqment "Corporate Headquarters" and resorted separately. Other product-related services such as the operation of the web store or the technical product infrastructure, crossmarket marketing services, logistics services and customer service are also provided at the corporate headquarters. The services provided are invoiced or allocated to the operating segments on the same terms as those negotiated with third parties. These "Corporate Headquarters" information are presented for reconciliation purposes, the "Corporate Headquarters" are not presenting an operating segment according to IFRS 8.5.

   Details of the sales and results of the operating segments and Corporate Headquarters as well as the reconciliation to the consolidated result are shown in the following table:

   in kEUR		DACH		NA		RoW		Total operating		Corporate		Reconciliation		tonies Group
   								segments		Headquarters				according to IFRS
   HY 2026
   Revenue (ext)		88,938		104,251		49742		242,931						242,931
   Revenue (int)		0		3,213		1,323		4,536		-4,536
   Revenue total		88,938		107,464		51,065		247,467		-4,536		0		242,931
   Licensing Costs		-10,953		-10,729		-5,100		- 26,782		1,122		-1,435		- 27,095
   EBITDA		21,681		1,346		- 2,050		20,977		-20,148		- 1,194		- 365
   Contribution margin		41.0 %		32.0 %		32.4 %		35.4 %						37.8 %
   HY 2025
   Revenue (ext)		70,802		70,623		35,190		176,61'5						176,615
   Revenue (int)				2,414		942		3,356		-3,356
   Revenue total		70,802		73,037		36,132		179,971		-3,356		0		176,615
   Licensing Costs		- 11,764		-7872		-3,967		-23,603		2302				-21,301
   EBITDA		11,678		928		-2,754		9,852		-5,363		- 1,318		3,171
   Contribution margin		37.8 %		38.7%		32.1%		37.0 %						42.9 %

   The column "Corporate Headquarters" can be reconciled by the following items:
   Corporate Heodquorter Reconciliation in kEUR
   EBITDA HY 2025		-5,391
   Other income/expense (Advisor Fees)		-6,779
   Headcount and Remuneration increase		-3,376
   Inventor y FX effect		-2,848
   Other items		-1,754
   EBITDA HY 2026		- 20,148

   The column "Reconciliation" contains IFRS adjustments, as the segment results are based on the respective local GAAP. In addition, special items that are exceptional and therefore not allocated to an operating segment are resorted here. In the first half of 2026, the reconciliation balance of kEUR -1,193 (HY 2025: kEUR

   -1,318) is primarily driven by expenses related to prior periods amounting to kEUR -1,A35 (licensing costs).

   in kEUR		HY 2026		HY 2025
   IFRS 2 (share-based payments)		-243		-651
   IFRS 16 (Leasing)		530		643
   Income/expenses related to prior periods		-1,435		-397
   Other items		- 46		-913
   Total		-1,194		- 1,318

   1. Geographic Information

      The geographic information analyses the Group's revenue with external customers and non-current assets by the Group Companies country of domicile and other countries. In presenting the geographic information, segment revenue has been based on the geographic location of customers.

      Revenue breakdown by country in kEUR		HY 2026		HY 2025
      Germany		77,293		65,588
      All foreign countries
      United States (US)		98,992		72,158
      United Kingdom (UK)		19,059		18,095
      France		24,'511		12,665
      All other foreign countries		23,076		8,109
      Total		242,931		176,615

      The following table shows the Group's non-current assets without reallocated goodwill broken down. In presenting the geographic information, segment assets were based on the location of the assets. The allocated goodwill is not included in this overview.

      Non-current asset breakdown by country in kEUR		30.6.2026		3002.2025
      Germany		270864		274239
      United States (US)		3,946		3,793
      United Kingdom (UK)		4,626		95
      France		4,482		3,736
      Australia		380		270
      Total		284,298		282,133

6. Property, plant and equipment

   Property, plant and equipment mainIy comprises technical equipment and machinery as well as other operating and office equipment.

   During the six months ended 30 June 2026, the Group acquired assets witha cost of kEUR 1,519 (HY 2025: kEUR 2,196). The acquisitions mainly relate to technical equipment for the production of goods and office IT.

   As at 30 June 2026, the result of the Group is in line with expectations. Management has assessed potential indications of impairment and concluded that there are no such indicators. As a result, no additional impairment test has been performed for the half-year financial resorting period.

7. Intangible assets

   Intangible assets mainly comprise capitalised purchased technology packages (different core technologies), acquired brand and acquired customer relationships as well as self-developed assets values.

   During the six months ended 30 June 2026, the Group acquired intangible assets witha cost of kEUR 5,5A9 (HY 2025: kEUR 5,5A0).

   The above acquisitions exclusively include capitalized development costs of kEUR 5,5A9 (six months ended 30 June 2025: kEUR 5,386), of which kEUR 0 were self-developed (HY 2025: kEUR 761).

   The Group performs its annual impairment test in December and when circumstances indicate that the carrying value may be impaired. The Group's impairment test for goodwill is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the cash generating unit were disclosed in the annual consolidated financial statements for the year ended 31 December 2025.

   As at 30 June 2026, the Group is performing in line with the expectations. Management has assessed potential indications of impairment and concluded that there are no indicators of impairment. As a result, no additional impairment test has been performed for the half-year financial resorting period.

8. Leases

New rental agreements were concluded in 2026, mainly office lease contracts in UK and Germany (additions to right of use assets kEUR 2,A11).

As of 30 June 2026, the total lease liabilities amount to kEUR 7,301 (31 December 2025: kEUR 5,370).

The obsolescence valuation of inventory to net realizable value recognized in expenses amounted to kEUR 1A,709 during the first six months in 2026 (HY 2025: kEUR 5,889).

As of 30 June 2026, finished goods increased to kEUR 18A,52A from kEUR 150,06 A as of 31 December 2025. The increase was driven primarily by stock build-uo for fast-growing international markets and the upcoming Christmas season.

1. Trade receivables and other assets

   Trade receivables and other assets can be broken down as follows:

   Trade receivables in kEUR

   Financial assets Trade receivables Total

   Other assets in kEUR

   Other financial assets Receivables from employees Receivables from marketplaces Deposits

   Other receivables financial Sum of other financial assets

   Other non-financial assets

   Receivables resoltinp from input taxes and VAT Deferred expenses and accrued income Prepayments

   Sum of other non-financial assets

   Total

   30. 6. 2026

   62,213

   62,213

   30. 6. 2026

   136

   5,487

   588

   1,608

   7,819

   1,592

   6,045

   9,786

   17,423

   25,242

   31. 12.2025

   100,463

   100,463

   31. 12.2025

   92

   '5,361

   2'5'5

   1,837

   7,545

   
   
   

   5,511

   253

   5,764

   13,309

   As of 30 June 2026, trade receivables have decreased compared to the financial year-end due to high sales at the year-end 2025 and corresponding high receivables at year-end after the Christmas season. These were offset by payments in the first quarter of 2026.

   Preoayments in HY 2026 includea tax oreoayment of about kEUR 5.786 for the US entity based ona tax declaration which will be utilized in the second half of 2026 and advanced payments for inventoriesa mounting to kEUR 3.737.

2. Cosh

   Cash comprises cash and cash at banks. As the amount of cash is below EUR 500 no amount is presented.

   Cosh in kEUR		30. 6. 2026		31. 12.2025
   1. Cash
   2. Cash at bank		32,952		87,849
   thereof restricted		124		143
   Total		32,952		87,849

   Restricted cash relates to the deposits of payment providers with banking licences.

3. Equity

   The changes in the various components of equity from 1 January through 30 June 2026 are shown in tonies' interim condensed consolidated statement of changes in equity.

   1. Shore capital

      As of 30 June 2026, the subscribed share capital amounts to kEUR 2,326 (31 December 2025: kEUR 2,030), witha total number of shares of 126,8A7,586 of which 116,250,577 shares were issued as of 30 June 2026.

      The increase in share capital by kEUR 296 during the six-month period ended 30 June 2026 is attributable to the allocation of treasury shares following the termination and full contractual conversion of the convertible bond in May 2026.

   2. Shore premium

As of 30 June 2026, the share premium amounts to kEUR 618,699 (31 December 2025: kEUR 610,237).

The increase of kEUR 8,A62 primarily relates to the termination of the convertible bond in May 2026 which was converted into shares according to the underlying agreement. In accordance with the book value method (IAS 32), the carrying amount of the derecognised liability were transferred directly to share capital and share premium, net of the nominal value credited to share capital. No gain or loss was recognized in profit or loss.

As of 30 June 2026, the Group hasa secured bank loan facility witha total nominal amount of 110,000 kEUR (31 December 2025: 100,000 kEUR). This secured bank loan facility can be utilised in overdrafts or loan drawings.

From the total nominal amount, the Group has utilized 17,8AA kEUR in overdraft facilities (31 December 2025: 12,533 kEUR) and 15,0 00 kEUR in loan drawings, olus accrued interest (31 December 2025: 10,0 0 0 kEUR).

An amendment of the existing agreement for the syndicated loan was signed on 28 March 2025 to increase the available loan facilities from kEUR 30,000 to kEUR 60,000 plus seasonal increase options. In addition, tonies US, Inc. was included as guarantor in the contract.

On 1A August 2025, the Group performed an increase of the available loan facilities under the syndicated loan agreement from 60,000 to kEUR 75,000 by executing an increase option resulting ina total available syndicated loan amount of kEUR 100,000 as of December 2025. The seasonal increase option for 2026 subsequently ceased on the 1 January 2026 reducing the total available loan facility to kEUR 75,000.

The Group has signeda new syndicated loan facility dated 26 June 2026 resulting ina nominal syndicated loan value of kEUR 150,000 which matures in June 2029. In this process, tonies UK Ltd. was included asa guarantor in the contract.

We refer to section 12.2 for the termination of the convertible bond durinp HY 2026.

Failure to comely witha financial covenant constitutesa material reason for terminating the loan and alternatively entitles to demand the provision or strengthening of collateral. This might lead to the immediate repayment of the outstanding amount. No covenant breaches have been noticed and we do not expect any breaches for the future as of today.

1. Warrant Liabilities

   The valuation of warrants increased from kEUR 18,168 as of 31 December 2025 to kEUR 31,8AA as of 30 June 2026 mainly due to the share orice development and the upcoming expiration date in November 2026.

   As of 30 June 2026, the fair value of Pu blic warrants was estimated at EUR 1.93 ver warrant (31.12.2025: EUR 1.10 ver warrant), and the fair value of Sponsor warrants was estimated at EUR 1.96 ver wa rrant (31.12.2025: EUR 1.12 ver warrant).

2. Provisions

   As at 30 June 2026, the provisions consist largely of provisions for licenses. These provisions were recognized to cover fees for the performance rights organizations, collecting societies and similar organizations. The sales figures of the previous business year and the expected fee were used to determine the licence provision.

   In addition, further provisions relate to expected warranty expenses, legal and other provisions and the associated outflows of resources, whether in the form of cash or exchange material.

   In total, the provisions increased by kEUR 1,08d to kEUR 17,A68 compared to 31 December 2025.

3. Financial instruments and risk management

   1. Financial instruments

      The following table provides the carrying amounts and fair values of all financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount isa reasonable aooroximation of the fair value. The fair values (MTM) of warrants are calculated on the basis of stochastic models taking into account the discounted expected future cash flows of the reciprocal payment obligations as of the measurement date. The fair values of derivative financial instruments are determined using bank valuation models based on current parameters such as interest and foreign exchange rates.

      Financial instruments in kEUR		Note		Mondotorily at		Financial assets		Other financial		Total			Fair Value
      				FVTPL - others		at amortised costs		liabilities
      Balance as of 30. 6.2026
      1. Trade and other receivables		10				87,4V5		0		87,455			87,455
      2. Cash						32,952		0		32,952			32,952
      Financial assets not measured at fair value				0		120,407		0		120,407			120,407
      1. Secured bank Ioans		13						32,844		32,844			32,844
      2. Other loans and borrowinps		13						143		143			143
      3. Trade and other payables		14						131,823		131,823			131,823
      Financial liabilities not measured at fair value				0		0		164,810		164,810			164,810
      1. Warrants (Level 2)		15		31,844				0		31,844			31,844
      2. Derivative financial liabilities (Level 2)				14						14			14
      Financial liabilities measured at fair value				31,858		0		0		31,858			31,858

      Financial instruments in kEUR		Note		Mondotorily at		Financial assets at		Other financial		Total			Fair Value
      				FVTPL - others		amortised costs		liabilities
      Balance as of 31.12. 2025
      1. Trade and other receivables		10				113,772		0		113,772			113,772
      2. Cash						87,849		0		87,849			87,849
      Financial assets not measured at fair value				0		201,621		0		201,621			201,621
      1. Bonds		13				0		8747		8747			9i34
      2. Secured ban k loans		13						22,533		22,533			22,533
      3. Other loans and borrowings		13						172		172			172
      4. Trade and other payables		14						181,126		181,126			181,126
      Financial liabilities not measured at fair value				0		0		212,578		212,578			213,365
      1. Warrants (Level 2)		15		18,168				0		18,168			18,168
      2. Derivative financial liabilities (Level 2)				40						40			40
      Financial liabilities measured at fair value				18,208		0		0		18,208			18,208

      The Group has exposure to credit risk, liquidity risk and market risk (mainly currency and interest rate risk) a rising from financia I instruments. These risks remained unchanged and were described in detail in the Group's last annual consolidated financial statements.

4. Revenue

   The Group's operations and main revenue streams are those described in the last annual consolidated financia I

   statements.

   The following tables present the revenue from contracts with customers disaggregated by primary geographical market and major products.

   Revenue from contracts with customers in kEUR (on a nominal basis)		HY2026		HY 2025
   DACH		88,938		70,802
   Toniebox		21 246		13713
   Tonies		63,566		'53,365
   Accessories and Digital		4126		3,724
   NA		104,251		70,623
   Toniebox		23,773		11,248
   Tonies		78,103		56,858
   Accessories and Digital		2,375		2,517
   RoW		49,742		35,190
   Toniebox		12201		9,750
   Tonies		35,436		24,076
   Accessories and Digital		2,105		1,364
   Total		242,931		176,615

5. Shore-based payments

Starting in 202A the Group has implementeda share-based payment compensation scheme for eligible employees in the form of share options. The scheme is entirely equity settled and the granted share options vest quarterly over A years. Some oarticioants havea cliff of 12 months. The share options can, when vested, be exercised overa maximum term of 10 years. 50 % of the granted options carrya sale restriction, i. e. shares acquired upon exercise of the options may not be sold before A years after the vesting commencement date. Strike prices are set between EUR 6.00 and EUR 23.50.

As of 30 June 2026, the scheme involves 4.309 million options with different strike prices granted to 14 (31.12.2025: 12) too management employees. In H1 2026a total of kEUR 503 (H1 2025: kEUR 651) was recognized as personnel expenses for these employees. Risk free rates between 2.30 and 2.89 % and share orices between EUR 5.30 and 10.50 have been considered in the calculation. Volatility rates between A1.37 and A3.15 % have been considered each between grant date and initial stock listing in April 2021. The fair values ver option are ina range of EUR 0.57- 5.52 and have been calculated usinga Black-Scholes model as of grant date. For the valuation we have assumed an exercise of 7 years to reflect fluctuation and early exercise compared to the maximum term of 10 years. Total fair value is kEUR 5,585 as at 30 June 2026 (31.12.2025: kEUR 5,083). No Dividends have been assumed. No exercises have been performed in 2026.

The average number of em oloyees (FTE) in the first half year of 2026 increased from 587 (HY 2025) to 656.

During the six-month period ended 30 June 2026, the increase in other expenses in comparison to the com-oarative period amounts to kEUR 20,598. The increase in most positions is mainly attributable to the Group's business growth.

Miscellaneous other operating expenses mainly comprise expenses from realized and unrealized foreign exchange losses amounting to kEUR 3,009 (HY 2025: kEUR 3,212) as well as expenses for external services and temporary work of kEUR 1,900 (HY 2025: kEUR 1,020).

1. Financial income and finance cost

   Financial income in the amount of kEUR 408 mainly results from interest income in HY 2026 while 2025 included finance income of kEUR 8,636 from the fair value measurement of warrant shares .

   Finance costs mainly result from interest expense and the fair value measurement of warrant shares (finance expense of kEUR 13,676).

2. Earnings per shore

The Com a any isa private limited liability com aany, which allots interests (shares) of the Com a any to its shareholders.

Earnings ver share (basic) and earnings ver share (diluted) are calculated based on the earnings attributable to the tonies SE shareholders.

Dilutive effects did not occur during the half year 2026. 16,A00,000 warrant shares were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. As at 31 December 2025, the warrant shares hada dilutive effect due toa positive net result.

The loss attributable to the shareholders of tonies SE (basic and diluted) amounts to kEUR -27,3A1 (30 June 2025: kEUR - 1,109). The weighted-average number of interests in circulation (basic and diluted) amounts to 11A,67A,A20 (30 June 2025: 11A,218,92A).

Profit attributable to ordinary shareholders (basic) in kEUR

Profit (loss) for the year, attributable to the owners of the Company Profit (loss) attributable to ordinary shareholder

HY 2026

-27,341

-27,341

HY 2025

-1,109

-1,109

As of 1 July 2025, Ch ristoph Frehsee has been appointed as manag ing director and Chief Revenue Officer (CRO) of tonies SE and all group entities. As of 1 Seotem ber 2025, Hansjorg Miller has been aooointed as managing director and Chief Financial Officer (CFO) of tonies SE and all grou a entities, replacing Dr. Jan Middelhoff, who left the company as of 31 December 2025. As a result, the remuneration of the aforementioned managing directors is included in the above table only for the period as managing director during 2025 and 2026.

Other key management transactions

The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control were as follows:

Transaction with miloo GmbH (previously Holl enhonde GmbH)

Transactions with PIXIPO P

Transactions with Armira Beteiliponpen GmbH & Co KG

Transactions with Patric Fañbender

Transaction volume 2026 Transaction volume 2025

Interest Interest Soles of goods Purchases of Interest Interest Soles of goods Purchases of income expenses and services goodsond income expenses and services goodsond

services services

130

467

504

Total

0 0 0

473

0 0 0

640

Amounts outstanding 30 June 2026 Amounts outstanding 30 June 2025

tonies SE | Half-Year Report 2026 39

PIXIPOP Fahbender Kommu nikations - Design & IIIustration is controlled by Nina Fahbender, the wife of tonies SE former Co-CEO and now supervisory board member Patric FaLbender and involved in the design of certain Tonies. Com sensation is oa id asa fixed amount ver item sold.

25. Events after the reporting period

We have not identified subsequent events after the end of the resorting period which ended 30 June 2026 that could have hada significant impact on tonies future results of operations, financial position, and net assets.

Luxembourg, 13 August 2026 tonies SE

Tobias Wann CEO

Hansjorg Miller

CFO

Christooh Frehsee

CRO

The Management Board of tonies SE uses Revenue, Contribution margin, EBITDA margin and adjusted EBITDA margin as key performance indicators to measure operating performance of the business and the segments and asa basis for strategic planning. These KPIs provide useful information to investors and others in understanding and evaluating the results of operations and these are useful measures for period-to-period com-oarisons of tonies business performance.

Since Q1.2025, tonies also resorts revenue growth ona constant currency basis using average exchange rates from the prior year period. This additional performance measure reflects the growing impact of currency fluctuations, especially the US Dollar, on results due to the companies' successful international expansion and will providea clearer view of the underlying business performance.

All additional alternative performance measures provide additional and suooorting information but are not

cart of the performance assessment system itself.

Alternative performance measures used in tonies' internal and external resorting as of 30 June 2026 are defined in the table below.

APM

EBITDA

EBITDA marpin

Adjosted EBITDA

Adjosted EBITDA

G rOSS |DFOfIt

GrOSS TOC#O

Gross Profit after licensing costs

Gross ma rgin after licensing costs

Definition

Earnings before interest, taxes, depreciation and amortization -

isa measure ofa company's profitability of the operating business only

EBITDA asa percentage of revenue with third parties -a profitability ratio that measures how much in earningsa company is peneratinp from operating business only

Calcolated from EBITDA by adjostinp for various effects to createa metric for the onderlyinp profitability of the business. Adjustments relate to expenses incurred where management believes adjustments should be made due to extraordinary and non-operational character

In 2025 only adjustments for expenses of share-based payments have been made

Adjusted EBITDA asa percentage of revenue with third parties -

a profitability ratio that measores how much in earningsa company is peneratinp from operating business only excluding expenses incurred where management believes adjustments should be made due to extraordinary and non-operational character

In 2025 only adjustments for expenses of share-based payments have

been mode

Revenue with third parties less cost of material and changes in inventories

- measure for product/channel/category performance after costs of poods

Gross profit asa percentage of revenue

Gross profit Iess costs for licenses for products sold - measore for product/channel/category performance after costs of poods and icensinp costs

Gross profit after licensing costs as percentage of revenue

Reconciliation to Financial Statements

as of 30 June 2026 in kEUR

Group P&L:

EBITDA

-365

Group P&L: EBITDA/Reven we

-365/242,931

Group P&L:

EBITDA +

Expenses share-based payments

-365+2,133

= 1,768

Group P&L:

Adjusted EBITDA/Revenue 1,768/242,931

=07%

Group P&L:

Gross Profit

156,193

Group P&L:

Gross Profit/Revenue 156,193/242,931

= 64.3%

Group P&L:

Gross Profit after Licenses

129,098

Group P&L:

Gross Profit after Licenses/Revenue 129,098242,931

='531%