[Welcome?] to all of you joining us from Europe as well.

My name is Ingo Middelmenne, Head of Investor Relations at Verve Group. I'm pleased to welcome you to our Q2 2026 earnings call.

As usual, our call format allows private investors to join the session live in listen-only mode. Institutional investors and analysts will have the opportunity to ask questions live during the Q&A session later on.

To join the queue, simply click the blue live Q&A button at any time. Q2 was certainly not an easy quarter for us.

Nevertheless, as the figures show, we held our ground against the backdrop of a challenging market environment and continue to grow our business. We have prepared a presentation to give some additional insights to our performance and provide further transparency.

After the presentation, we will of course take the time to answer your questions. Please note that the entire call, including the Q&A session, will be recorded and made publicly available on our website after the call.

If you already have a question in mind, feel free to queue up at any time during the call by clicking the blue live Q&A button. With that, I'm pleased to hand you over to our CEO, Remco Westermann, who will guide you through the first part of today's call.

Remco, over to you.

Thank you, Ingo. I would also like to welcome you to Verve's earnings call for the second quarter 2026.

As usual, I will start with presenting the headlines and the latest developments, followed by Christian, our CFO, who will present the financials. Thereafter, I'll do the closing and hand over to the moderator for Q&A.

We grew our Q2 revenues versus last year. Our unified technology platform is performing significantly better than one year ago and provides a stronger basis for future growth.

We also saw many positive signals from our growth drivers. Our existing client base was loyal and furthermore showed an high retention rate.

Their spend, however, was below last year. While we also had clients that grew their revenues and while we also onboarded a lot of new clients, we saw several client segments, as well as individual clients, that reduced or postponed budgets.

The advertising spend in parts of the open internet was weighed down by, amongst others, macroeconomic headwinds, tariffs, and elevated oil prices. We saw negative effects, especially in key advertising categories such as travel, CPGs, automotive, as well as parts of large tech.

Overall, organic growth was up 3.5% versus last year, which is, however, below our expectations. Our overall revenue grew to €152.3 million for the quarter, with underlying 3.5% organic growth, 4.6% M&A-based growth, and a negative currency effect of 1.7%.

We onboarded several new clients and had a strong retention rate of 99%. Our gross margin was at a similar high level as previous quarter, showing the positive effect of our platform unification and the use of AI.

Our EBITDA was slightly above last year, with a stable EBITDA margin reflecting the investments in our business as previously announced. Our cash position remained strong, also in the weaker period of the year.

We reaffirm our guidance for full year 2026. While organic growth was lower than anticipated, the first half of 2026 was already designed as a front-loaded investment phase.

We are seeing efficiency uplifts from AI and organizational optimizations and have developed strong growth drivers, which we expect to be supported by the usual seasonality. Via our ad intelligence platform, we connect advertisers with publishers.

Being mobile-first, we have developed a strong position as one of the leading companies in the space. Mobile represents 90% of our revenues; out of that, in-app represents the vast majority.

We remain heavily North America and especially US focused, which is the largest advertising market in the world. North America represents 75% of our revenue.

Being among the top 15 adtech companies in the US, we have built a lot of substance, with well over 1,100 large software clients, which are clients with over $100,000 of revenues per year, with over 65,000 app integrations, and reaching over 2.5 billion consumers, and having served 1.2 trillion ads in the last 12 months. Now I'm getting to the headline overview of our revenue, gross margin, and EBITDA development.

While I cover the headlines, Christian will in the finance section cover more details. Net revenue increased year on year by 6.5%, reaching €152.3 million in Q2 2026.

This development was driven against the backdrop of the market headwinds as mentioned, and alongside the execution of technology and inventory optimizations. Our gross profit margin has structurally improved based on optimizations, AI, and improvements following our platform unification.

In addition, and as mentioned earlier, the company continued to pursue internal optimization measures in technology and inventory. We also focused on strategic partnerships, which have, based on rebates, a bit lower margins, however, are expected to generate structural long-term revenues for the future.

Our adjusted EBITDA was up versus the first quarter of 2026 and slightly up compared to Q2 last year. While we on one hand increased our cost base based on our investments, such as sales team buildup and investment into retail media, we on the other hand are making good progress with cost savings based on AI, optimizations, and increased focus in growth areas.

I would like to now cover the development of our main KPIs. The number of ad impressions decreased.

This was due to our continued focus on higher margin and higher quality inventory—less volume, more margin, and better quality. Our ad impressions as a result of that decreased by 10% versus Q2 last year.

Our net dollar retention rate, the graph on the left bottom side, increased to 95%. While this is above previous quarter and also last year, it is still under 100%, showing that the existing customer base spend has decreased versus last year.

Our revenue growth resulted mainly from adding new customers, similar as in the previous quarters. While the large over $100,000 per year client number was up 21.5% year on year, we were able to increase our total number of customers even stronger, by 36%.

While clients spent less than last year, they were loyal, with 99% continue to have a very high retention rate, showing the satisfaction of our clients. I'm now going in more detail with regards to what drives the commercial side of our business.

I'm very happy that we unified our platform. After last year's issues with the unification, the platform is stable.

The focus is now on optimizing margin management, data and AI based targeting effectiveness, as well as pruning less efficient and lower margin supply. If you look at the overall market, we see several developments.

We are furthermore seeing a gap between walled garden revenues and the open internet. The walled gardens are outpacing almost all of the adtech players.

In the open internet, especially the web-ad-focused publishers are under pressure based on the LLMs. Based on market pressure, we see advertisers focusing more of their spend on players that can generate measurable outcomes.

We are further doubling down on growing our sales force and expanding our sector focus. As mentioned earlier, we continued our investment in growth.

We continue to grow our sales team, which allows us to address more agencies and clients, even though ramp-up takes time, we are seeing positive results from this strategy. The same counts for our sector focus.

We have within a short period of time established the largest retail media network in Germany. While getting media budgets for a new solution takes time, we now start seeing first positive results, with top brands starting tests and some of them already giving first larger budget commits.

Looking at our customer segments, we see a heterogeneous development of the segments. With macroeconomic pressure creating uncertainty, we saw different developments of sectors, but also individual partners.

While gaming and entertainment advertising performed well, we saw weakness in travel, CPG, automotive, and also large tech. The FIFA World Cup did not provide a broad market catalyst; instead, its impact felt primarily in highly selective areas, such as prediction markets, in which we are not active.

We continue our focus on making our proposition better. Based on our strong mobile in-app position, with our own SDK, we double down on the advertising intelligence round platform, focused on improving the various modules of the platform, including the AI and data parts.

This requires a lot of testing and efforts. Also, AI-based product development supports targeting and efficiency.

These are mostly internal efforts, and therefore it's great to see that with achieving the Adweek's tech stack award, these great efforts are also seen externally. Next, our focus on improving our offerings and increasing our customer base, we also continue our focus on efficiency.

In Q2, we made changes in our organization structure to sharpen our strategic focus and optimize our cost base. We substantially reduced our workforce and, amongst others, closed our Berlin office.

Overall, we expect from these measures efficiency gains of €8 million per year, and the optimizations led to a €4.2 million one-off cost in Q2. Beyond our operational efficiency measures, relocating our corporate seat to Ireland is a key strategic move.

It aligns us more closely with our peer group and primary market, strengthening our capital market positioning for the long term, while technically enable us potential future direct listing in the US. Overall, we continue building and growing our company.

In Q2, we further focused on outcome measurement, AI, retail media, and also expanding our sales capacity, with that, directly addressing where advertising demand is moving. While we don't see our improvements fully reflected in our growth in Q2, we are confident that our strategic direction remains right on point.

I'm now getting to our opportunity for long-term sustainable growth. We do not have a strong supply base such as Google, Meta, or Amazon, the so-called walled gardens.

We unite the supply from thousands of apps and publishers, the so-called internet. Looking at some market numbers, it becomes clear that the walled gardens capture a disproportionate share of the budgets and are able to monetize their ad views much better.

Whereas only 1/3 of consumer time is spent within the walled gardens, they attract 80% of the advertiser spend. They are able to get 14 cents per ad spend per hour per user hour, while the open internet only gets half that.

The strong position of the walled gardens are based on measurable outcomes at scale. That's what Verve is building.

In the past years, we have been building scale, with over 65,000 app, 1.2 trillion ads served in the last 12 months, we are one of the largest players in the open internet. In the past years, we have also built our intelligence platform.

We acquired several stacks and unified them, building a technology platform that includes demand side, supply side, and data technology. With AI, we have, and are further building, the intelligence of the platform, matching the advertisers' wish to reach the right audiences and measure results, with the wish of the publisher to have the best-in-class return for their ads.

We have built one of the best and deepest datasets in the market. While we started with strong focus on ID-less targeting, in line with market development, we added ID-based data.

Also, we have added a strong position in intent-based data, where we started with search intent and polling data, and now lately also added LLM data. The combination of what we have now enables us to target and measure at scale.

That's what we have built so far. This is great and brought us to where we are.

However, we want to go further. We want to do this more sector-specific, have it more differentiation.

One of the largest advertising categories are CPGs. Retail media has become a big growing part of the advertising market.

This ad market has issues. Most digital focus goes into online stores and online shopping.

Over 95% of all shopping takes place in physical stores, so that's the place where most purchase decisions are taken. Secondly, even though there are screens and other digital advertising possibilities in stores, it's very scattered landscape and it requires a lot of effort to run a cross-retailer campaign as almost every retailer is selling its own inventory.

Thirdly, measuring outcomes is almost impossible. Due to the fragmentation, the funnel for most retail campaigns is broken.

There is no full funnel connection between awareness and measured outcome. Verve saw this gap and is now working on solving it.

We started in Germany, one of the most competitive retail markets in the world. While we already have a substantial part of our business focusing on digital online retail part, for example, add-to-cart solutions, we now put strong focus on the physical space.

We were, in less than a year, able to build the largest multichain in-store retail media network in Germany, now including over 17,000 stores and reaching over 46 million shoppers per week. In the stores, we are able to show ads on screens, we are able to measure at the point of sale, and we are able to generate strong data about consumer behavior.

We combine this with our add-to-wallet technology, our intent data, and our mobile reach. The result was a closed loop that includes targeting and measuring.

We are seeing very strong results. With several CPGs, we have run test campaigns, and we showed our strength in improving market shares by increasing sales.

As retailers are seeing a clear uplift of their sales, they're also happy with us cooperating with them. As you can see here, with our extensive digitized in-store retail media network, we are able to show CPG advertisers where they are winning, respectively losing market share, and measure results of their advertising.

Based on knowing what consumers buy and how they react to ads on their mobile, but also in-store, we can help advertisers build their branded network and increase their market positions. We see the CPG advertisers as our partners, and can, together with them, work on analyzing and influencing buyer behavior.

Even though we know that it takes time to get and scale ad budgets of CPGs with new solutions, we see very promising first results. We have now also started preparations for our US in-store retail media rollout.

This brings me to the end of my part, and I'm now handing over to Christian for the financials. Christian.

Thank you very much, Remco. The headlines for the financial performance for Q2 are: number one, revenues continue to grow at a solid pace, 6.5% year on year.

Our gross profit margin is strong at 40-percentage-ish points and continues to prove out the structural lift versus last year. We delivered an adjusted EBITDA which is up to versus last year to €30.1 million.

The fundamentals of supporting a scalable business are in place. However, it is also clear that with more supportive market conditions in this quarter, we could have delivered a significantly stronger performance on both revenue growth and on EBITDA than we did.

I now turn to some of the details of Q2 performance. Here on the left-hand side, you see our revenues and adjusted EBITDA depicted in the bars.

We generated €152.3 million in revenues for Q2, which should be compared with €143.1 million like-for-like basis last year. That yields 6.5 percentage points growth on a like-for-like revenue basis.

We had 3.5% growth from organic activities, and we had a contribution of 4.6 percentage points from acquisitive businesses. We continue to have some headwind from the currency and the US dollar, but in much, much more moderate part than we've seen the previous quarters, and the headwind this quarter was 1 -1.7 percentage points.

That all means that both our core existing business is growing, as well as the businesses that we have bought. If I now turn to adjusted EBITDA, we came in at €30.1 million in Q2, up from €29.5 million in same period last year.

That's a 2.2 percentage point lift, roughly €600,000, and we land on a margin of 19.8 percentage points. In line with our messaging in our Q1 call, we continue the sales team ramp-up and our expansion, and that is weighing on first half margins for first half.

We expect that to reverse in the second half of this year. This is on an adjusted EBITDA basis also a quarter where we exhibited quite some items affecting comparability, all in all €9.3 million.

We had personnel expenses mostly related to severances from the restructuring of €4.2 million, and we had legal and advisory costs, for instance associated with the relocation to Ireland and also with the restructuring, of €1.5 million, and other non-recurring one-off expenses of €3.6 million. There's of course a future payoff behind some of these larger structural changes in the organization, and while we've incurred the severance payments and one-off expenses of €4.2 million in the quarter, we expect those changes to generate at least a €8 million annualized savings comparing to our current run rate.

Those savings should start to become visible in Q3 and Q4. I then turn to one of the highlights of the quarter, which is our gross profit margin here depicted on the left-hand side.

We're very pleased that we generated 40.0 in gross profit margin. It's a strong uplift versus same period prior year of 6.9 percentage points.

The main reasons are largely the same as we have talked about in previous calls and in Q1 call, i.e., it's the margin optimization that we are now able to do on our improved unified platform, it's our optimization of our publisher ad requests, and it's also our ways of working with optimizing our cloud cost. Especially this quarter, our cloud cost was of course also helped by the fact that we had lower impression volumes.

You'll see a 1 percentage point decline from previous quarter, and that is mostly or is influenced by a stronger focus on strategic partnerships where we, through investments and rebate programs, incentivized to take a bigger share of their business. Looking now at operating cash flow on an LTM basis here depicted on the left-hand side, you see that we on an LTM basis had €105.3 million in operating cash flow before net working capital.

We had €99 million in operating cash flow after net working capital. These two bars are roughly balanced with only a minimal investment in working capital, and this is a very positive thing and also addresses the disparity that we saw second half of last year, 2025, where there was an imbalance between the two bars.

If I now turn to the right-hand side and an outlook for our CapEx development, we estimate that we will have a CapEx investment this year between €74 to €79 million, comprising of two parts: one is maintenance and expansion CapEx in the level of €40 to €45 million, and the other part is acquisition CapEx. We are well on plan for our expansion and maintenance CapEx, trending towards the lower level of the €40 to €45 million range.

It's important to note here that it consists of two parts. One being the €9 million we have in maintenance CapEx, this is CapEx we need to do every year to keep our platform running and well-oiled, and then we have €33 million in expansion CapEx.

This is essentially investments we're doing that we can turn up and down as we want and is also a flexibility we have in the face of potential structural challenges in the market. We have for this year €34 million of acquisitive CapEx.

These are for acquisitions that we have already done, including Jun Group and Captify, and we have a deferred tranche remaining for this year of €9.9 million, which is scheduled for October this year. Now turning to our cash position and the movement in our cash position, we came in at €132.4 million for our cash position end of Q2.

That's €14.8 million down from our ending cash position in Q1. You'll see here the major contributors and uses of cash.

We had €16.1 million of cash generated from operations, which is very solid. It's actually up versus Q1, where we had €11.5 million.

We had a minimal investment in net working capital of €6.1 million. Then €8.7 million goes to investment activities.

This is mainly building of our capitalized investments in development, and cash flow from financing activities of €16.4 million, which are mainly interest costs. I think it's worthwhile noting that we had two extraordinary expenses or uses of cash this quarter.

We had a €8.5 million one-off settlement of taxes on a tax audit of Germany from 2011 to 2019. This is a one-off, and therefore, had we not had that, our operating cash flow for the quarter would have been €8.5 million higher.

We also used €2.7 million for selective buyback of bonds. We had the possibility to buy back bonds at a very favorable terms, and given we have such strong cash position, we saw it advantageous to do so.

Our securitization facility is close to fully utilized and drawn at the €100 million. Now moving to balance sheet structure, here left-hand side our adjusted leverage ratio, we had €462 million in net interest-bearing debt, up from €448 million last quarter.

The movement is mainly due to the lower cash position, and it takes our leverage ratio up to 3.3 times, up from 3.1. Our interest coverage ratio ends at 4.4 times and is largely unchanged compared to Q1.

That ends section, and I will now hand back to Remco for the guidance.

Thank you, Christian. Based on H1 performance and the anticipated growth acceleration in H2, as well as current trading in Q3, Verve reaffirms its full year guidance communicated at the beginning of the year.

We guide for revenues in the range between €680 and €730 million, and an EBITDA in the range between €145 and €175 million. Q2 and Q1 are the seasonally lower quarters of the year and quarters that we use to invest in our future growth and profitability.

The first half of 2026 was from the beginning designed as a front-loaded investment phase. Although Q2 was additionally affected by less favorable market conditions, leading to our advertising partners scaling their ad spend slower than it anticipated, we expect a strong end of the year based on seasonality, but especially our growth investments starting to pay off.

I'm now getting to the last page of the presentation. In the last quarters, we have been building the foundation for the next phase of scalable growth, with focus on more differentiation versus competition and addressing the need of advertisers for more measurable outcomes at scale.

Here, I want to summarize in more detail what we are building. We have, as shown earlier in the presentation, in the past years built scale, with a strong mobile in-app focus, over 65,000 apps, 1.2 trillion ads served in the last two 12 months; a unified ad intelligence platform that includes demand side, supply side, and data technology, and with AI, we have, and are further building, the intelligence of the platform; and we have built one of the best and deepest datasets in the market, with ID-less and ID-based data and a strong position in intent-based and LLM data.

As further elaborated before, we are now working on building strong outcome measurement solutions based on closed loops and providing outcomes. We are expanding our retail media network in Germany and rolling it out to the US, building scale, ensuring that we can measure the results, and getting advertising agencies to spend on our network so we can ramp up revenues.

We continue to focus on operational efficiency, including, amongst others, optimized focus and cost, and with AI, we are working on streamlining our work processes. Another important focus point is our corporate Ireland relocation, getting leaner and US-ready.

Verve has shown strong growth in the past years, with revenue and EBITDA CAGRs consistently over 30%. With our fast, consistent growth path, we have also in the last year seen that our growth is not a straight line.

With our strengthened base, our strong position, our investments in growth, and further disciplined and focus on cost efficiencies, we are confident that we will show strong further profitable growth in the second half of this year, as well as in the coming years. I would like to thank all our investors, employees, and our other partners for their trust.

I'm now handing over to the moderator for questions.

Great. Thank you both for your presentations.

We will now move on to the Q&A, and it looks like we will have to do some improvisation as our system provider seems to have problems with the Q&A button. I already received some questions via email.

If you don't see the Q&A button in this call, then please just send me an email at [email protected] and I will read those out to you. The first question comes from our analyst from Canaccord, Matthew Behar.

First question: "I wanted to ask about the second half. The full year outlook implies a pretty meaningful step-up from the first half run rate, and you've pointed to a few drivers—the expanded sales team becoming more productive, as well as the continued build of closed-loop solutions and retail media.

Could you help us size those relative to one another? Then with the second half, does the outlook contemplate budgets that were displaced in Q2 being deployed in H2?"

Shall I take the first one? Thank you, Matthew.

It's let's say we are geared for growth and you are exactly hit the right points. We are increasing sales, that means we are onboarding more customers, as you saw in our numbers.

We're working on better results, that means scaling the customers that we have, scaling the share of wallet. We are starting with let's say new pockets basically because we were not strongly active in Germany, and the retail media network there is really a strong proposition that we have.

The one that you were missing is further technical optimization in the platform. AI is a strong, how to say, generator for further, how to say, better matching the advertised demand with the published supply.

That's another point that we're working on. Those things together, and yeah, we give guidance, but we don't go in every detail of the guidance, but those things together are showing results, and we expect to show stronger results, further results.

Plus on top of it, we get to this normal seasonality. One thing, one factor maybe that's a special factor for this year, there is the midterm elections in the US.

Elections in the US normally give big budgets also media. We're not specially geared or focused on it, but it still let's say also it runs through our platform and it will overall in the market increase demand and with that also prices.

If you take those factors together, where let's say the smaller one or the more difficult one to predict is this midterm election thing, which is always also smaller by the way than the full-blown elections, but with all those and seeing let's say the start of Q3 and where are we moving within Q3, we are confident to be within the guidance.

Great. Thanks, Remco.

Next question also from Can I

maybe answer the second question that was posed by Canaccord? I think there was a question around whether we would see a increase from displaced budgets in the first half of the year.

You can say in many ways we are seeing budgets from travel, CPG, automotive being more moderate than we would have expected and what the market projected, and those are typically industries where you can stop or you can moderate your spend for some time, but they're typically also industries where you do need to come back as a major brand owner to advertise. Yes, we do see some of the displaced budgets come back in second half of the year.

We're also seeing right now the last weeks quite good traction and we can see good momentum.

Great. Thanks, Christian.

Second question from Matthew is: "On the supply side of the platform, you noted a deliberate decision to step back from non-premium inventory, alongside the greater focus on strategic partnerships. Could you talk about how far through that shift you are, and how we should think about the trade-off between impression volume and revenue per impression from here?"

I'm just noting it down. I can take that question.

Thank you very much also, Matthew, for that one. The supply side, indeed, we have connections to a lot of publishers, but also connections to other platforms.

Especially that latter part is part that you do not always fully control, and where we especially in the second quarter have worked on, let's say, more severe methodologies to look at who's bringing good traffic, not such good traffic, all in line with our mission Make Media Better. We want to deliver really valuable traffic and not vaguesh traffic, if I may call it that way.

In that sense, we see let's say a reduction in views, or let's say in ad views, as you have seen, 10% versus last year and even stronger versus last quarter. That's really, it's often very low quality, it's also low CPM, and that brings me to the second part of your question.

The pricing for those parts of advertising are often also much lower, and that's the reason that we are reducing there. Might also have had a bit of an impact on our overall revenue, or let's say lesser growth in on the organic, but it's something that we want to go through on our path towards the future to really be standing here as an, how to say, strong party that makes media better.

We have disconnected some partners, we've taken let's say reduced volume for certain partners, so that's let's say what you see the effect in the ad views. To your question, I think most of that now is done in Q2 and we're now more into ramping up, let's say, the good ones, which we also did of course in Q2 and the earlier ones, but the biggest part of sorting this out has been done.

Ingo, you take back?

Sorry, I wasn't unmuted yet. Next questions come from our analyst from Cantor, Bharat.

Question number one: "For H2, what assumptions are you making with regards to the macro and advertising spend improving, and could you quantify the other contributors, apart from seasonality, to the H2 revenue bridge to get to your guidance?"

I assumed that the question was about H2 and not H1.

H2, yes, correct.

What's happening H2. US is our largest market, 75%, so that's the one that I'll concentrate on with my answer.

Macro is let's say not great in the US. On the other hand, US is pretty resilient.

If you look at consumer, how to say it, happiness at the moment, there's a big split between the ones that have money and are more well-off and let's say the ones that don't have so much money, and there you see also the changes in spend. You see also that the credit card borrowings are at almost all-time high.

How to say it, the interest for houses, etc. is at a high point.

The situation for the consumer in US is not an super easy one, and with the war continuing in the Middle East, it's also not likely that oil prices shortly will come down. In that sense, we further expect that there will be some pressure from the market side.

That having said, as I mentioned before, the US market has always been proven to be very resilient. As Christian also said before, advertising is a thing that you can stop temporarily or you can postpone it, but it doesn't make sense to stop it long-term because you lose sustainable position.

That's a part that we have seen that some budgets that we thought stopped, or at least where people said they are postponed and you never know when they come back, we see them partly or majority-wise even coming back now in Q3. Looking at the market, yes, the market is not in an perfect condition, but let's say we're still a small party, we have the ability to grow.

We have very good products, we have very good propositions, we have an increased sales team, and we see, as mentioned, some budgets coming back from the ones that was postponed in Q2. I'm confident that we will show strong growth, and you mentioned it already yourself, the seasonality also will come in.

I think that's also coming back to the answer that I gave to Matthew's question before.

I think also question two is on that point, so, "Do you see a trend improved in July/August?" I think you flagged that this is the case.

We see a positive trendline in Q3.

Great. Then question number three: "Gross margin trajectory.

Q2 gross margin stepped down 100 bps Q-on-Q to 40% due to strategic partnerships. Is this the new run rate or should we expect further pressure?

What's the H2 exit rate you're targeting?"

I can take that question. Gross margin, we have structurally improved it by platform unification, by efficiency, also by pruning, let's say, lower quality volumes.

Let's say it will not be a flat line, it's not a flat 40% or 39% or like that. With let's say more volume, we will get into a bit more efficiency.

With let's say more added value in our ads, we will get to an higher margin. On the other hand, with a bit more partnering, we reduce a bit or we give a bit back on rebates and things like that.

In that sense, I would say the range we are in now, you can consider, let's say, for the rest of the year as well, that's what we're striving at, plus minus a percent or so. If I look more longer term and with more size and more added value and more differentiation, I would rather expect that we can further increase it.

Thanks, Remco. Next questions come from Benedict Eggertsson from ABG.

I think the first question has been answered already. Next question is: "Walled gardens.

What gives you confidence that weaker customer spending reflects postponed budgets rather than a structural shift from the open internet towards walled gardens?"

Good question, and thanks for that, Benedict. What gives the confidence?

The confidence is that this market is very big and there's a big part outside of the walled gardens. As I've shown in one of the slides, there's much more time spent outside of the walled gardens.

The walled gardens, let's say, have their act very well together, they have great measuring, great outcomes, all these things. It's up to us and our let's say peers in the market to really make sure that we can handle the scale, that we have let's say an efficient platform, that we have the data to do the right targeting, and that we can show the outcomes with that.

I hope that came over clearly in the presentation, that's what we are working on, is really, yeah, further making sure that we are better in showing the outcomes, and retail media is a good example of that, because with showing the outcomes, you can show that you are, yeah, outperforming the walled gardens. That is what it's about.

Yes, to your question, there might be some budgets that went to the walled gardens. If you look at the numbers from Google, for example, they had strong growth on their walled garden, the YouTube revenues, and they had actually a decline on their open market revenues.

There is a bit of shift happening there. The market outside, as mentioned, and especially the ad views and the consumers that are there, the potential is there.

We have to do it. I hope that answers the question.

Next question from Benedict is on retail media: "How material is retail media currently, and does the 2026 guidance assume a meaningful contribution before advertisers allocate their 2027 budgets?"

Let me also take that one. Thanks for that question as well.

Retail media, let's say we did the Ocado acquisition last year, so that is bringing a bit of substance in there, but that's not a huge revenue. We see structural growth there, but if you look at the total percentage of revenues, and we have not, let's say, given that number out, but the total percentage of revenue of which we're doing in Germany is still small.

Seeing, however, that let's say we had to use the first time to build the network, and that we now with tests with brands and with retailers really shown extremely good results, and also already getting the first kind of budgets booked on us, and also larger budgets, because when we took over Ocado, they were typically getting $5,000, $10,000, maybe a bit larger budgets per campaign, and we're now getting first budgets in with $100,000 and more per campaign. We're doing something right there.

We're showing it. Brands that we're working with are enthusiastic about it.

We expect it to really ramp up in, let's say, the further rest of the year, and already saw some of that in Q3. The bigger jump we expect next year because a lot of, yeah, how to say, brand budgets are really allocated in the fourth quarter in the last part of the year, fourth quarter, for the next year.

If we do well this year, we see nice revenue jump already there, but the bigger jump should come next year.

Thank you. The next couple of questions come from our analyst from Inderes, Christopher Janell.

"In the Q1 deck, full year '25 like-for-like revenue was €602 million. In this report, it's €637 million.

What drove this change in Q1? Given the remaining unification steps, for example CTV, concluded during 2026, will the base move again?"

Maybe I can take that question. We still have certain parts that we are unifying.

We are very, very far on the web unification, and we have one remaining part which is CTV, which is roughly half migrated. That means that there will be a further effect also in Q3 where the remainder of the CTV will be migrated.

What we try to do, and why you see the numbers shift, is we try to the best we can to provide a like-for-like growth. That means when we, for instance, measure our revenues in Q2, we compare to what would the revenues have been in previous time periods had we had that level of unification.

We try to make it as best as a like-for-like comparison, and that is the reason for the shift in the number.

Thanks, Christian. Next questions are on securitization: "Your securitization program is, similar to as in Q1, almost fully drawn.

Have you now fully onboarded the new two entities to the program? Where are you in the process in terms of increasing the program's capacity?

What should we expect going forward?"

That's clearly a question for me as well. Let me start with the second part.

We are right now making the final documents on an expansion of the securitization program. I expect that to be signed within the next couple of weeks.

I don't want to give out too much details, those are still being negotiated, but it will be a marked expansion of the program, and thus we have the ability to draw more on the securitization program than we do now, which is capped at €100 million. Sorry, there was a second part of the question, if you could repeat, Ingo.

Where are you in the process in terms of increasing the program's capacity? What should we expect going forward, and maybe add on also what capacity would we need at a level of €1 billion in revenue?

On a €1 billion of revenue, we would surely need a much, much bigger size. We would be targeting at least somewhere between €150 to €200 million in size.

I think there was also another part of the question around Ocado and Captify, which were other businesses that are on the securitization program now. Structurally we have added extra businesses, the two operating entities, on top of the program.

There are still some, let's say, business processes that we're working on fine-tuning, but largely they are now on the program.

Thanks. I think next question goes to Remco.

"Why did Chief Revenue Officer Dave Simon leave after four months, and what does that do to the sales productivity ramp-up?"

Thank you for the question. Our Chief Revenue Officer Dave Simon, who joined indeed, left after half a year.

We mutually agreed about him leaving. There is an confidentiality agreement in place, I'm not able to give any reasons for it.

We are professionalizing the company, we're growing the company, and in that, let's say, it is important that we have good people at the positions. Had a good relation with Dave.

Kind of as always in those things, there's a sad eye and maybe let's say there is an opportunity else. We have promoted Alessandro Giuliani, who was managing a part of the exchanges, namely the demand side exchanges, to be responsible for the full exchanges, including the marketplace.

He's doing that since a few weeks, and yeah, I'm very happy with him doing that. He's longer with the company already.

We know him very well. He has done great things before.

We're confident that he will further also scale the marketplace in a good way.

Thanks. Next question is from Johannes Schoffer from 4investors.

"In the press release, you mentioned the preparation of a listing in the US. During the call, you did not mention anything about this.

Can you give some more details about it? What is the timeline after the move to Ireland?"

I can take that one. Maybe I mumbled too much, but it was meant to be said and I think I said it, sorry for that.

You said it. You said it.

Just not that publicly.

I would say not not so clear on it. Apologies for that.

No,

we are further looking into US listing. We have also spoken about that earlier.

To be able to do a direct listing and not get into ADRs, we need to be, let's say, or let's say the choice was to go to Ireland to have the possibility. That will happen now October 1st or and we're looking actually at that we don't have too much trading day or trading time as an outage, it might be that it's one or two days later than that.

That's the timing that we're looking now for relocation to Ireland. After that, we have the possibility to do the listing.

Technically, our IFRS upgrade has been prepared to do that. We are basically ready for that.

We have worked in internal control systems, all these things. Then there is more factors to take into account, and that's how the market develops in US, how let's say the overall sector develops, things like that.

We basically would be ready from the end of this year onward to do a listing in the US. It has not formally been decided, to also make that very clear, but it makes a lot of sense.

Our peers are there. Let's say it's yeah, where people know the sector much more.

We are basically the only one in Europe that is really, yeah, let's say, and it costs a lot of, how to say it, effort to convince institutionals and analysts if you're the only company in the sector. In that sense, super happy and looking forward.

There's one other point, sorry, that I forgot to mention, that is reporting in dollars. In the first quarter of this year, we had a very strong negative headwind, around 8% of the US dollar versus euro.

Now in the second quarter, we had 1.7%. It's always we always need to start explaining, and let's say if you have a negative headwind, you need to already make that up in euros in sorry, in growth to to be flat in euros.

In that sense, that's another point that we're looking into, is really reporting in dollars, and that's, yeah, probably also coming up pretty soon.

I should maybe mention, exactly on the reporting in US dollars, we expect that we can do that from January, or early in the next year.

Great, thanks. Next questions come from Alice Ecklin from First Berlin.

"You deliberately reduced lower quality non-premium inventory during Q2. What triggered that decision?

How much did it weigh on impressions and revenue growth, and is the clean-up now largely complete or should we expect another drag in Q3? What should the trade-off ultimately look like between lower volumes, CPMs, and gross margin?"

It was partly answered, but some parts.

It was partly answered, but I'll take the headlines here. It was done on purpose because we really want to go, yeah, Make Media Better.

That's a repetition of what I said before. We did it deliberately to really start cleaning up and get let's say lower quality.

The effect on revenue is not as big as on the number of ad views because it's lower priced inventory also. In that sense, it had an, yeah, quite low effect on the revenue, but a substantial effect as you saw on the impressions.

I mentioned it already before, we're largely done with it. It's a continuous process, you always need things like that, but the heavy change that we did in Q2 is let's say done.

Next question is on the guidance. "Given the softer-than-expected Q2 organic growth and more cautious market backdrop, has the mix of outcomes with the €680 to €730 million revenue range changed?

Does current trading still support the midpoint, or should we now think about the lower half of the range as the more realistic planning case?"

I can take a shot at that and answer it. If we would be certain that we would end up at a certain part of the range, we would have let's say reduced the size of the range.

In the sense of, in line with what I said before, we see a very good ramp-up. Also like I said before, growth is very difficult to have a linear line of growth because some growth goes faster, some a bit less, where we saw weaker Q2.

We have, as mentioned, already said, it's let's say we had an front-loaded from the investment phase in the budget, and we had a pretty big range also. We still are confident that we will be in the range, and it can be on the lower side, but it can as well be on the higher side.

There's a lot possible. We see good momentum, and yeah, it's difficult to give, and I think it's also not meant to do, but we stick with the range.

Please also keep in mind two things. First, the general seasonality of H2 versus H1, which can be shifted a bit this year because we have seen more moderate market growth in the first half of the year.

That goes back to the discussion of whether when you lower when when certain sectors lower their advertising spend, will it then come back? Is there a pent-up need for second half?

That's number one. Number two is we have been investing heavily in sales and sales force in both back in last year, but also in this year, and we expect outcome of that in line with what we said, that it normally takes somewhere between 9 and 15 months for a salesperson to deliver.

That will also benefit us benefit us in the second half of the year.

Thanks, Christian. I think the next questions are also for you, again from Christopher Janell from Inderes.

"The CEO letter puts the quarter's one-off costs at €4.2 million, but items affecting comparability were €9.3 million. Can you reconcile those and tell us what the €3.6 million in other expenses in the reconciliation table is, and is the €8 million of annualized savings measured against €4.2 million or €9.3 million?"

Let me start with the second part. The €8 million in savings that we estimate from the restructuring are basically connected to this €4.2 million in severance and restructuring costs.

That was one question. In the other one-off non-recurring expenses, we had quite some expenses to certain positions in our organization where we had to take interim management for a shorter time, and this was to basically cover off some positions that are critical, but we needed to fill quickly to keep momentum in the business.

That's largely the explanation. There are also other factors, but behind the €3.6 million.

Maybe to, how to say, add something to that, it's a lot of that has to do also with the relocation to Ireland, which brought extra costs in, the preparation for the US dollar reporting, those things where we had additional costs. Sorry, Christian, but I think that was

Good point, good

point. Good that you mention it.

Okay. The second question from Christopher is on our midterm perspective we once put out.

"The 25% to 30% revenue CAGR and 30% to 35% EBITDA margin perspective were reconfirmed on the Q1 2025 call, and has since been described as a perspective, not a target nor a guidance. How do you think investors should view this development?

Are these figures no longer something you want to be held accountable for?"

I can answer that. As it was not a guidance or not a hard number, it is an thing what we think that we are able to do with this company.

I hold myself accountable for it, but an investor shouldn't hold us accountable for it. I think this company should most of all grow, and also there's a lot of other things that we need to keep in mind, which is leverage, where we need to work on, which is, how to say, risks that are in the business, etc.

We have shown in the past years that we are able to grow 25%, 30%. I'm confident that this company can do it.

As also mentioned in the answer before, it's not an really a steady line. There will be always some fluctuations in this growth.

The market has the potential. We have built a strong position, and with the things that we are now working on, salespeople, retail media, etc., etc., there is so much growth potential that we have that I'm confident that this company really can grow with that speed.

It's not a hard guidance, to make that very clear.

Thanks. Next questions come from our analyst from Berenberg, Andreas Wolf.

Number one has been partially answered: "Could you talk about capital allocation and your aim to lower financial leverage? At what securitization is Verve currently running?"

I think I answered that the securitization question, we're running at €100 million. The second part is we do see, with the scaling of an acceleration of our revenues and especially EBITDA in the second half of the year, that we will be going down in net leverage ratio for the second half of the year towards the end of the year.

I will not put out a specific number that we will end at the end of the year, because it all depends on how the development is, but we see that when we model it out, it will have a material effect on our net leverage ratio and go down.

Thanks. Second question from Andreas is: "How do you measure sales efficiency on the demand side, and what is the average revenue per salesperson you are seeing for H2?"

Good question. That's exactly what we're doing.

Let's say we are measuring salespeople very exact, and that starts with measuring how many reach-outs they do, how many meetings they have, how the results are, how many, how to say, things we can make an offer for, there's often RFPs that are in the market. Those are first parts that, of course, we look into.

Then we start looking, of course, into what's the revenue per head, what's profitability per head. Those are competitive figures and we don't give them out, but those are super important KPIs for us internally to of course measure.

As mentioned, we're hiring new sellers, and for those also it's important that they start basically after 12 months at least covering their own salaries and that we get positive return on that after it. If they're not covering their own salaries, and that's by far the minimum that they should, then of course, yeah, they have to be replaced.

Thanks. The third question from Andreas is: "What level of EBITDA adjustments shall we expect for H2?"

We normally have somewhere between €3 to €4 million a quarter, for H2, I would also say that it would be roughly €8 million in EBITDA adjustments. This quarter was unusual, which I also stated clearly.

It was a very unusual quarter because we had such big structural changes that we implemented. We of course do that because we can see that it will have a positive effect in the longer term.

Thanks. Next question comes from Felix Ellmann, our analyst from MPCM.

"You've always been successful in financing. What is your plan with refinancing of the company?

Are you planning to solve this issue even well before maturity date?"

I can answer that. Depends on your definition of well before maturity date.

We have in the past always refinanced before maturity date, and we usually do that let's say 9, 12 months ahead of maturity. It all depends on the market at that given time and where we see it most advantageous, but you should expect that we would refinance ahead of the maturity date.

We are now with a combined bond portfolio of €550 million. We may change slightly when we come to that time in terms of which market we go to because we are a substantial bond, even in a Nordic context now.

Thanks, and before I come to the currently last question, again the reminder, there seems to be an issue with the live Q&A button from the side of our service provider. Please, if you have a question, just send me a quick email to [email protected] and I will read it out here.

Next question comes from Gustav Nordenlöf: "Your bonds are trading at around 90% of par. Are you looking to buying back bonds to decrease your interest costs, and if not, why?"

Shall I answer it or you want it, Christian? I can answer it.

It's

let's say it's topic between finance and commerce, of course. No, they are trading at around 90%, and we have been, as Christian showed in his presentation, been lately buying back bonds.

We have substantial cash, and if bonds are trading that low, it's financially an attractive thing because it brings down our interest costs. Of course, you buy it cheaper than it was issued.

If, let's say, the market values it at the moment at this 90%, it's an opportunity for us to do it. Selectively, we have been buying back bonds and we will most likely continue with it.

Great. Thanks, Remco.

It seems there are no further questions. Let me check my phone if somebody sent me here.

No. Okay.

Then I think we've reached the end of today's call and there are no further questions from your side. Should you have any additional questions that come to your mind later, please do not hesitate to contact me at Investor Relations again.

I think you heard my email address now quite often during this call, but you can always also give me a phone call. With that, we've reached the end of today's call.

Thank you for joining us. Have a productive rest of the week and we look forward to speaking with you again soon.

Bye-bye.