Verve Group SE remains on track for full year guidance in third quarter and records strong start into fourth quarter 2025

Verve Group SE remains on track for full year guidance in third quarter and records strong start into fourth quarter 2025

• Increase in net revenue of 25 percent to EUR 141.9 million based on change in revenue recognition, while like-for-like development shows slight decrease on unification effects, currency effects and substantial reduction in political ad spending
• Gross margin (like-for-like) slightly increased year-on-year as well as quarter on quarter to 37 percent
• Adjusted EBITDA decreases 22 percent to EUR 26.1 million due to one-off effects and lack of political ad spending
• Strong start into year-end business after finalized unification and efficiency gains: guidance bandwidths narrowed

Stockholm, 18 November 2025 – Verve Group SE (ISIN: SE0018538068), a fast-growing software platform in the advertising technology industry, showed an overall solid performance in the third quarter followed by strong pick-up in growth momentum in the first half of the fourth quarter. While the Company had to cope with a softer market environment in Q3 with a significantly reduced volume of political ad spend, Verve successfully completed the unification of its Mobile In-App Supply Side and Demand Side software platforms. The recently implemented efficiency measures and growth initiatives now translate into improved operating performance in Q4, with an even more pronounced impact in 2026.

The key figures for business development are as follows:

*Changes in revenue recognition according to IFRS15 result in an increase of Q3 net revenue in comparison to previous quarters

Reported net revenue for the third quarter increased 25 percent to EUR 141.9 million (Q3 2024: EUR 113.7 million). With effect from the unification of the DSP and SSP platforms in August 2025, and in line with IFRS 15 (principal–versus–agent guidance), the Company recognizes revenue from the migrated software platform on a gross basis rather than net. This change results in a material increase in reported revenue from Q3 2025 onward. For comparability, Q3 2025 net revenue would have amounted to EUR 110.0 million under the prior net presentation, representing a 3 percent decline versus Q3 2024. The drivers of net revenue growth were as follows: organic development -4 percent, acquisitions +4 percent, and foreign‑exchange effects -3 percent.

The third-quarter decline in revenue has to be assessed in the context of an overall softer advertising market. In addition, the prior-year comparison quarter marked the peak of the market recovery following the effects of the global interest-rate shock and benefited from an exceptional economic tailwind driven by significantly increased political-advertising spending ahead of the presidential elections. At the same time, the Company successfully managed the operational challenges arising from the aforementioned platform unification and continued to face headwinds from a pronounced decline of the US dollar against the euro since the beginning of the year. From mid of August, substantial benefits from the unification began to materialize, positioning the company for a strong start into the fourth quarter.

To better contextualize operating performance in the quarter, gross profit serves as the primary indicator of underlying operations. Gross profit (like-for-like) totaled EUR 51.9 million, slightly increased versus prior-year level (Q3 2024: EUR 51.2 million). The gross margin was 37 percent, representing an increase compared to the previous quarter and underlining the increasing momentum in Verve’s profitability (Q3 2024: 35 percent; Q2 2025: 35 percent).

The adjusted EBITDA declined by 22 percent to EUR 26.1 million (Q3 2024: EUR 33.6 m). The adjusted EBITDA margin amounted to 18 percent, respectively 24 percent based on previous revenue recognition (Q3 2024: 30 percent). The decline in adjusted EBITDA and margin stand in direct context with the Company’s initiatives to leverage its future growth momentum. Earnings development reflects severance costs from headcount reductions enabled by the unification, residual unification costs through mid-quarter, and continued brand/agency investments, including salesforce expansion with short-term ramp costs as expected and communicated earlier. The introduced measures resulted in one-time severance costs of EUR 1.3 million – leading to a reduction of payroll costs of around EUR 8 million from 2026 onwards - as well as legal and advisor fees related to M&A and Capital Markets transactions which led to additional one-time costs of EUR 1.7 million.

“There is no question that our third-quarter results are not charming at first glance. On second look, however, it becomes clear how profoundly the second and third quarters of 2025 will shape our Company’s future,” emphasized Remco Westermann, CEO of Verve Group SE. “We have successfully lifted the technology stack - underpinning roughly 85 percent of our revenue - to a far more powerful level. We have streamlined our organizations and realized substantial cost savings. And we have made a significant investment in expanding our sales teams to drive tomorrow’s revenue. The latter, in particular, never pays back on day one. It requires the courage to invest. But already in the fourth quarter, and to a much greater extent in 2026, we will tangibly benefit from these actions.”

With the completion of the platform unification processes in its Mobile In-App business, the Company able to accelerate the onboarding of new customers, stabilize and further continue to improve AI-algorithm performance, and improve the delivery capability of its marketplaces from the second half of the quarter onwards. Momentum in operating business continued to increase toward the end of the quarter, providing significant tailwind going into the fourth quarter. With the acquisitions of Captify Technologies and Acardo Group, both announced Mid-September, Verve further expands its sales force substantially, directly supporting the development of its organic core business in key markets.

The unbroken underlying growth momentum becomes apparent looking at the central KPIs of the Company. The total number of clients increased by 7 percent versus the previous quarter, respectively 1 percent organically, to 3,304. Following the dip caused by the platform unification, the number of large software client picked-up growth momentum again, increasing by 3 percent to 983. While softer advertising spend, spending peaks in the prior year and slow-down from platform unification is clearly reflected in a decline in net dollar retention versus Q3 2024 to 90 percent. Yet the continued high customer retention rate of 96 percent proves the high level of customer satisfaction with Verve’s leading technology platforms.

"Many key growth drivers in our core markets will now really show their positive momentum in the coming quarters. These include, in particular, the significantly strengthening trend toward privacy-compliant handling of user data, the central trend in the advertising industry, which Verve was one of the first in the market to recognize, implement, and firmly anchor in its DNA," emphasizes CEO Remco Westermann. "Over the past four years, we have developed the leading AI in our industry based on sophisticated machine learning, and we can now play this card even better via our unified platform. We are broadly positioned in the emerging channels, are constantly expanding our reach, and will continue to build on our leading position in the industry. And now that we have completed our aforementioned efficiency improvement measures, we will also do so with significantly more obvious profitability in the future."

Outlook

With the steps implemented in the second and third quarter - the successful platform unification, efficiency measures, and strategic acquisitions – the Company sees itself have optimally positioned to accelerate its growth momentum in the remainder of the year and beyond. This development is already clearly evident in the to-date transaction figures for the first half of Q4, indicating a successful year-end business. Against the background of this emerging strong final quarter, Management confirms its positive outlook for the full year 2025, narrowing the guidance bandwidths. With respect to the aforementioned change in revenue recognition and the acquisitions in the third quarter, the outlook now entails a net revenue in the range of EUR 560 to 580 million (formerly: EUR 485 to 515 m) and an adjusted EBITDA of in the range of EUR 125 to 140 million (formerly: EUR 125 to 140 m).

In order to give existing and interested investors an even better understanding of the Company’s operational performance in the last quarter, Verve will host an interactive webcast including Q&A today at 15:00 CET. Equity research analysts, institutional investors and members of the press are invited to register for this event including Q&A access via the link https://www.webcast-eqs.com/verve-2025-q3?qa=$2y$10$C8zJrpiVrjNLIOY5Wvt.j.xIvyRC9CKfGcMKLmaq63P4g9DQShp4u. As a special service to our private investors, the webcast can be followed live in a listen-only mode via the link https://www.webcast-eqs.com/verve-2025-q3. A recording of the webcast will be made available publicly on the investor relations section of the Company’s website at https://investors.verve.com/investor-relations/financial-reports-and-presentations/.

Further information about Verve Group and its subsidiaries can be found at www.verve.com.

Contact:

Ingo Middelmenne
Head of European Investor Relations
+49 174 90 911 90
ingo.middelmenne@verve.com

Sören Barz
VP Corp. Communications & Strategic Initiatives
+49 170 376 9571
soeren.barz@verve.com

About Verve

Verve Group is a fast-growing software platform in the advertising technology industry, connecting advertisers seeking to buy digital ad space with publishers monetizing their content. Driven by its mission “Let’s make media better.” Verve provides responsible, AI-driven advertising solutions that deliver superior outcomes for advertisers and publishers. The company focuses on emerging media channels like mobile in-app, connected TV and others. In anticipation of growing demand from users and advertisers for greater privacy, Verve has developed cutting-edge ID-less targeting technology that enables efficient advertising within digital media without relying on identifiers such as cookies or IDFA. Thanks to its strong differentiation and execution, Verve has achieved a revenue CAGR of 33 percent over the past four years reaching net revenues of 437 million euros in 2024 with an adj. EBITDA margin of 30 percent. Verve's main operational presence is in North America and Europe, and it is registered as a Societas Europaea in Sweden (registration number 517100-0143). Its shares - with the ISIN SE0018538068 - are listed on the regulated market of the Frankfurt Stock Exchange (Ticker: VRV) and on Nasdaq First North Premier Growth Market in Stockholm (Ticker: VER). Verve has an outstanding bond with the ISIN: SE0023848429. The Companies certified advisor on the Nasdaq First North Premier Growth Market is FNCA Sweden AB; contact info: info@fnca.se.

Catch-up with Verve on upcoming conferences and roadshows in 2025

This information constitutes inside information that Verve Group SE is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by Verve’s news distributor EQS Newswire at the publication of this press release.