Tonies : Half-yearly financial report 2026

About this update from Tonies Se Class A

@ tonies Holf-Yeor Report 2026 2 tonies SE | Half-Year Report 2026 tonies ata glance HI 2026 HI 2025 Soles Revenue (in EUR m in constant currency)' 249.7 176.6 Revenue growth in % YoY (in constant currency)' 20.3% Revenue (in EUR m in nominal currency)* 242. 9 176.6 Revenue growth in % YoY (in nominal currency)* 37.5 % 20.3% Tonieboxes sold (in k units) 827.0 536.1 Tonies sold (in m units) 17.0 13.0 Online revenue share (in % of gross revenue) 41% 42% Results of operations Gross profit (in EUR m) 156.2 Gross margin (in % of revenue) 64.3% 70.9 % Gross profit after licensing costs (in EUR m) 129.1 1038 Gross margin after licensing costs (in % of revenue) 53.1% 588% Contribution profit (in EUR m) 91. 8 7S.8 Contribution margin (in % of revenue) 37.8 % 42.9% EBITDA (in EUR m) - 0.4 3.2 EBITDA margin (in % of revenue) -01% 18% Adjusted EBITDA (in EUR m) 1.8 38 Adjusted EBITDA margin (in % of revenue) 0.7 % 21% Financial position & Assets and liabilities Cash (in EUR m) 33.0 39.2 Free Cash flow (in EUR m) - 64.3 -318 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 %. Major events 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 Business review 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. 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 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 geog ro phy 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 profit ability. 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. 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 oooor tunities 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. Subsequent events No subsequent events have been identified. tonies SE | Half-Year Report 2026 13 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) in kEUR Notes 30.06.2026 31. 12.2025 Assets Property, plant and equipment 7,317 7,306 Ripht of use assets 8 6,927 5,069 Intangible assets (excl. Goodwill) 7 96,811 99,488 Goodwill 7 162,236 162,236 Deferred tax assets 11,007 8,034 Non-current assets 284,298 282,133 Inventor ies 9 186,819 151,837 Return asset 883 1,691 Trade receivables 10 62,213 100,463 Other assets 10 25,242 13,309 Cash 32,952 87,849 Current assets 308,109 355,149 Total assets 592,407 637,282 Equity Share capital 12 2,326 2,030 Share premium 12 618,699 610237 Other reserves 28,941 25,657 Treasury shares -244 -244 Retained earnings -281,144 -294,258 Profit (Loss) -27,341 13,114 Equity attributable to owners of the company 341,237 356,536 Non-controlling interests Total equity 341,237 356,536 Liabilities Loans and borrowings 13 15,000 8,747 Lease liabilities 8 6,057 4,4'51 Share-based payment liabilities 19 2,356 1,796 Deferred tax liabilities 23,467 21,902 Non-current liabilities 46,880 36,896 Income tax liabilities 1753 2181 Loans and borrowings 13 17,987 22,705 Lease liabilities 8 1,244 919 Share-based payment liabilities 19 2,171 2,367 Trade payables 14 87,240 110,574 Other liabilities 14 44,583 70i52 Warrant liabilities 1'5 31,844 18,168 Provisions 16 17,468 16,384 Current liabilities 204,290 243,850 Total liabilities 251,170 280,746 Total equity and liabilities 592,407 637,282 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) in kEUR Notes HY 2026 HY 2025 Continuing Operations Revenue 18 242,931 176,615 Changes in inventories 34,422 54,352 Cost of materials -105,819 Gross profit 156,193 125148 Licensing costs -27,095 -21,301 Gross profit after licensing costs 129,098 103,847 Own work capitalized 0 761 Other income 3,403 3,963 Personnel expenses -40,330 -33,462 Other expenses 21 -92,536 -71,938 Earnings before interest, taxes, depreciation and amortization (EBITDA) -365 3,171 Depreciation and amortization -10,320 - 9,912 Earnings before interest and taxes (EBIT) -10,685 - 6,741 Finance income 22 408 8,883 Finance costs 22 - 16,076 - 1,457 Earnings before tax (EBT) - 26,353 685 Income taxes - 988 -1,794 Profit (loss) for the period - 27,341 -1,109 Items thot ore or may be reclassified subsequently to profit or loss Exchanpe differences on translation to presentation currency 2,782 - 8,984 Total comprehensive income for the period -24,559 -10,093 Profit attributable to: Owners of the Company -27,341 -1,109 Non- controlling interests Total comprehensive income attributable to: Owners of the Company -24i59 -10,093 Non- controlling interests Earnings (loss) per shore (in EUR) Avp. no. of shares (basic) 114, 674, 420 114,218,924 Avp. no. of shares (dilated) 114, 674, 420 114,218,924 Basic 23 - 0.24 - 0.OJ Diluted 23 - 0.24 - 0.OJ The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited). Interim Condensed Consolidated Statement of Cosh Flows (Unoudited) IFRS Consolidated Statement of Cosh Flows in kEUR Notes HY 2026 HY 2025 Profit (loss) for the period -27,341 -1,109 Depreciation and amortization 10,320 9,912 Finance (income) expenses 15,668 -7, 426 Tax expense (income) 988 1,794 EBITDA -365 3,171 Decrease (increase) in trade receivables 10 39680 50,411 Decrease (increase) in inventories 9 -32,4'55 - '52,763 lncrease (decrease) in trade payables 14 -25,307 6,923 Decrease (increase) in net working capital - 18,082 4,571 Decrease (increase) in other assets 10 -13,544 3,9'51 lncrease (decrease) in other provisions 16 1,084 322 lncrease (decrease) in other liabilities 14 -18,994 -35,277 Increase (decrease) in share-based payment liabilities 19 337 -1,124 lncrease (decrease) in share-based remuneration reserves 19 502 651 Loss from asset disposal l 0 Cosh Flow from operating activities before income taxes -49,061 - 23,735 Income tax paid - 8,582 - 618 Cosh Flow from operating activities - 57,643 - 24,354 Acquisition of property, plant and equipment - 1,517 -2,196 Acquisition of intangible assets 7 - 5,549 - 4,779 Own Development expenses capitalized 7 0 -761 Interest received 408 247 Cosh Flow from investing activities - 6,658 -7,489 Proceeds from placement of treasur y shares 0 961 Proceeds from borrowinps 20,303 10 Repayments of borrowings 13 -7,579 Interest paid - 968 -147 Payment of lease liabilities 8 - 618 -591 Cosh Flow from financing activities 8,717 -7,345 Net increase (decrease) in cosh -55,584 -39188 Chanpe in cash resulting from exchange rate differences 688 -8,984 Net cash at the bepinninp of the period 87,849 87,410 Net cash at the end of the period 32,952 39,237 The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited). Interim Condensed Consolidated Statement of Changes in Equity (Unoudited) IFRS Statement of Notes Changes in Equity in kEUR Shore capital Shore premium Translation reserve Transaction cost reserve Shore-based remuneration reserve Retained earnings Treasury Shores Profit (Loss) Non-controlling interest Total equity Balance as of 1.1.2026 2,030 610,237 -9,194 - 1,871 36,722 -294,258 -244 13,114 0 356,536 Allocation resUlts prlor year 13,114 -13,114 0 Total comprehensive Income Profit (loss) for the period -27,341 -27,341 2,782 2,782 Rea II ocation Treosury Sh Ores Totol comprehensive income 0 0 2,782 0 0 0 -27,341 0 -24,559 Contributions and distributions Bond conversion 296 8,462 8,758 EqUity-settled share-based payment 19 502 502 Total transactions with owners of the Company 296 8,462 0 0 502 0 0 0 9,260 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) IFRS Statement of Notes Changes in Equity in kEUR Shore capital Shore premium Translation reserve Transaction cost reserve Shore-based remuneration reserve Retained earnings Treasury Shores Profit (Loss) Non-controlling interest Total equity Balance as of 1.1.2025 2,030 607,032 282 - 1,871 33,427 -307,341 -250 13,083 0 346,392 Allocation resUlts prlor year 43,083 -43,083 0 Total comprehensive Income Profit (loss) for the period 13,11 13,11 - 9,^76 -9,*76 Reallocation TreasUry Shares Totol comprehensive income 0 0 - 9,476 0 0 0 0 13,114 0 3,638 Contributions and distributions EqUity-settled share-based payment 3,295 3,295 Total contributions and distributions 0 0 0 0 3,295 0 0 0 0 3,295 Total transactions with owners of the Company 0 0 0 0 3,295 0 0 0 0 3,295 Placement of TreasUry Shares 3,205 6 3,211 Balance as of 31.12.2025 2,030 610,237 - 9,194 - 1,871 36,722 -294,258 -244 13,114 0 356,536 The accompanying notes form an integral part of these interim condensed consolidated financial statements (Unoudited). Notes to the Interim Condensed Consolidated Financial Statements (Unoudited) 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. Basis of preparation 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. 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. 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. 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. 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 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 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. 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. 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). 9. Inventories Inventories can be broken down to the following items as follows: Inventories in kEUR 30. 6. 2026 31.12. 2025 1. Finished poods 184,524 150,064 2. Raw materials 2,137 1,578 3.VVork in progress 158 195 Total 186,819 151,837 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. 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. 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. 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. 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. 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. 13. Loans and borrowings Loans and borrowings can be broken down as follows: Loans and borrowings in kEUR 30. 6. 2026 31. 12.2025 Non-current liabilities Non-car rent portion of the bond 8,747 Non-car rent portion of secured ban k loans 15,000 Current liabilities Current portion of sec ared bank loans 17,844 22,533 Other 143 Total 32,987 31,452 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. Terms and repayment schedule Loans and borrowings Original currency Matures in Interest type Effective interest rote in % Nominal value kEUR Carrying amount kEUR 30. 6.2026 Secured ban k loans EUR 26. 6.2029 fix 382 15,000 15,000 Secured ban k loans EUR 25. 9.2026 vari abl e 4.18 17,844 17,844 Other Ioans and borrowinps EUR n/a n/a n/a 143 143 Total 32,987 32,987 31.12. 2025 Bond EUR 1.7.2027 fix 14.92 0,0 00 8,747 Secured bank loans EUR 25. 9.2026 fix/variable 4.09 22,533 22,533 Other Ioans and borrowings EUR n/a variable 3.92 172 172 Total 32,705 31,452 Loan covenant Under the new syndicated loan agreement tonies is obliged to comely with the following financial ratio: Maximum Leverage Ratio 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. 14. Trade payables and other liabilities Trade payables and other liabilities can be broken down as follows: Trade payables in kEUR 30.6.2026 3£i2.2025 1. TrO d e pOyO bl es 79899 94410 2. TrO de Occrued expens es '5,471 12,640 3. Ret mm liability 1,870 3,524 Sum of Trade payables 87,240 110,574 Other liabilities in kEUR 30. 6. 2026 31. 12.2025 Other financial liabilities 1. Liabilities for licenses 19,367 34,382 2. Accrued expenses 13,752 10,524 3. Payables to employees 2,096 2,369 4. Derivative financial liabilities 14 40 Sum of other financial liabilities 35,229 47,315 Other non-financial liabilities 1. Payroll tax and social sec ority contributions 3,397 6,029 2. Liabilities resoltinp from input taxes and VAT 513 10,575 3. Liabilities from wapes and salaries 0 54 4. Other liabilities non-financial '5,444 6,579 Sum of other non-financial liabilities 9,354 23,237 Total 44,583 70,552 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). 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. Financial instruments and risk management 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. 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 Shore-based payments Virtual Stock Program at the level of tonies Holding GmbH Starting in March 2020 the Group has implemented a share-based payment compensation scheme for eligible employees in the form of virtual shares based on a future potential profit on an exit price of the business minus the initial investment and transaction cost. The scheme is entirely cash-settled and is intended to improve the long term employee retention. The scheme hasa vesting period of A8 months and cliff period of 12 months. It includesa certain number of fixed, virtual shares. In individual cases, it includesa certain number of shares that vest if performance conditions, such as sales targets, are achieved. These components are treated as time based options. As of 30 June 2026, the scheme involves 3 (31.12.2025: 3) employees of the C and D management level. No shares vested in HY 2026 (HY 2025: 1,289 shares). In HY 2026a total of kEUR 105 (2025: kEUR 8) was recognised as personnel expenses for these employees. The fair value has been calculated using the share orices as at the end of HY 2026 as the share orices are the best estimate for the future payments. There were no layouts in HY 2026. Total liability from this clan as of 30 June 2026 is kEUR 601. The final layout for this program is scheduled for September 2026. Virtual Stock Program at the level of tonies SE Starting in 2022 the Group has implementeda share-based payment compensation scheme for eligible employees of tonies US, Inc. in the form of virtual shares. The scheme is entirely cash-settled with an option of equity settlement. During 202A this programme was extended to employees of tonies GmbH, tonies UK Ltd. and tonies France SAS. The scheme hasa vesting period of A8 months and cliff period of 12 months except for one employee without cliff period. It includes a certain number of fixed, virtual shares. In individual cases, it includes a certain number of shares that vest if performance conditions, such as sales targets, are achieved. As of 30 June 2026, the scheme involves A8 management employees (31.12.2025: A0 employees). For one beneficiary, the program is partly dependent on certain milestones to be reached in local businesses. These components are treated as time-based options for simplification. In HY 2026a total of kEUR 260 was recognised as personnel expenses for these employees (2025: kEUR 707). The fair value has been ca Iculated using the share orices at the end of June 2026 as the share orices are the best estimate for the future payments. There were layouts in the amount of kEUR 1,221 in 2026 while there were layouts in the amount of kEUR 1,092 from this clan in 2025. Total liability from this clan as of 30 June 2026 is kEUR 3,926. Shore Option Award at the level of tonies SE 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. Development of the number of shores/options Cosh-settled plans Equity-settled plan Cumuloted granted shores as at 1 January 2025 520,567 1,442,794 Vesting 199,468 1,397,087 Forfeiture 0 Exercise -321,319 Cumuloted granted shores as at 31 December 2025 398,716 2,839,881 Vesting 24,082 1 469119 Forfeiture 0 0 Exercise -112,173 Cumuloted granted shores as at 30 June 2026 310,625 4,309,000 20. Personnel expenses Personnel expenses include the following items: Personnel expenses in kEUR HY 2026 HY 2025 1. Wa g es and so aI ries 32,741 28,213 2. Social security contributions '5,456 4,637 3. Cash-settled share-based payments 1,630 -39 4. Equity-settled share-based payments 503 6'51 Total 40,330 33,462 The average number of em oloyees (FTE) in the first half year of 2026 increased from 587 (HY 2025) to 656. 21. Other expenses Other expenses include the following: Other expenses in kEUR HY 2026 HY 2025 1. Logistic an d soIes d ependent costs 37,332 28,001 2. Ma rketing 19,315 17,845 3. IT costs 8,170 7,331 4. LegoI,a udit and consulting fees 9,804 '5,304 5. Administration costs 6,098 4,427 6. Stora ge fees 2,324 1,'1' 7. Varia ble fees, contributions an d insoran ce 1,003 773 8. Non-period expenses 0 12 9. Warranties 202 -72 10. Miscelal neo as other operating expenses 8,288 6,802 Total 92,536 71,938 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). 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). 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 Weighted average number of ordinary shores (basic) in # shores HY 2026 HY 2025 Issued ordinary shares at 1 January 14,40 0,747 114,081, 454 Effect of share options exercised/placement agreement 1849830 161,860 Weighted average number of ordinary shores at 31 December 114,674,420 114,218,924 EPS HY 2026 HY 2025 Earnings attributabl e to shareholders in kEUR -27,341 -1,109 Average number of shares ootstandinp (basic) 114, 674, 420 114,218,924 Basic earnings in EUR per shore - 0.24 - 0.01 Diluted earnings in EUR per share - 0.24 - 0.OJ 24. Related parties 24.1. Parent and ultimate controlling party tonies is currently not included in any consolidated financial statements ata level of its shareholders. 24.2. Transactions with key management personnel Key management personnel compensation Key management personnel compensation comprised the following: Key management personnel compensation in kEUR HY 2026 HY 2025 Short-term employee benefits 1,246 900 Equity-settled share-based payments (vesting durinp period) 300 469 Total 1,546 1,369 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 Receivables Payables Receivables Payables Transaction with miloo GmbH (previously Hollenhonde Gmb H) Transactions with PIXIPOP Transactions with Armira Beteiliponpen GmbH & Co KG Total 0 1 0 0 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%

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