NEWS

Reporting of Preliminary Results 2025 and 2026 Outlook

CHAPTERS Group AG, the home for mission critical digital solutions, today announced preliminary financial results for financial year 2025.

2025 highlights:

Revenues: Pro-formaⁱ revenues 2025 were c. €193m, up 53% compared to €126m in 2024. On an organic basisⁱⁱ, revenues grew c. 4.5% excluding one-off accounting effectsⁱⁱⁱ (c. 1.5% including these effects).

Recurring Revenues: In 2025, pro-formaⁱ recurring revenues were c. €93m. The share of recurring revenues in our Public Sector & Enterprise segments was c. 60% while the recurring revenue share in Financial Technologies was c. 14%.

EBITDA: Pro-formaⁱ adjusted operating EBITDA was c. €49m, up 62% compared to €30m in 2024. On an organic basisⁱⁱ, adjusted operating EBITDA grew c. 12%.

Outlook: CHAPTERS expects an acceleration of organic growthⁱⁱ in 2026. Organic revenue growth is expected in the high single digits with organic recurring revenue growth in excess of that. For adjusted operating EBITDA, CHAPTERS expects organic growth in the mid-teens in 2026.

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Jan Mohr, CEO:

“2025 marks the first full year of Manuscript Method in action. Organic growth saw a meaningful acceleration over 2024. Looking into 2026, organic growth is accelerating even further across the group.

In our Public Sector and Enterprise VMS segments, it was all about driving operational improvements while continuing to scale the group with accretive M&A. When we made the decision to build Manuscript Method in 2023, we could not envision the power it will have in the age of AI. Sharing best practices and aligning on strategic direction has been a major effort over the last 18 months. We now reap the fruits of this work as we have established a pragmatic, fast and trustful exchange with our platforms. It now allows us to double-down on the best opportunities to play offense with AI across the group. Automation of processes that drive cost efficiencies are a core reason behind the strong outlook on organic EBITDA growth. In addition, we are confident to also see tangible revenue impacts from AI initiatives in the medium term.

In Financial Technologies, 2025 was all about creating one operating model for the three blocked account brands. Rigorous decisions are being made, and the merger synergy potential has been exceeding our expectations. The future for our Financial Technologies is bright, and we are excited to help international students fulfil their academic and career dreams in Germany.

With a healthy M&A pipeline on the table, we are once again expecting to exit the year much larger than we entered it. We are seeing strong execution of VMS deal flow across most platforms with valuations getting more attractive in the last weeks. Additionally, 2026 will be a pivotal year in proving that acquiring businesses is only the start of a journey. In fact, we are increasingly demonstrating that software businesses become better businesses by joining CHAPTERS – the best home for mission critical digital solutions.”

Marlene Carl, CFO:

“Driven by rigorous execution around automation, simplification and value-based price normalizations, 2025 was a strong year with low teens organic growth in adjusted operating EBITDA in line with our expectations.

Organic revenue grew in the mid-single digits excluding one-off accounting effects. In addition to an amount of c. EUR 1.2m in reduced revenue due to the first-time introduction of deferral of revenues, we acquired several companies in the Public Sector segment with strong reputations among customers and robust product offerings that nevertheless require operational transformation. As a result of poor project management and accounting standards under prior ownership, we had to write off an amount of c. EUR 4m in unrealizable revenue during our post-merger integration. We also saw lower than expected revenues with professional services in selected Public Sector companies. Excluding these effects, revenue growth was growing in line with expectations. Importantly, our platform teams have done a tremendous job at executing on cultural change, cost discipline and process optimization. Our Public Sector and Enterprise segments are set for strong growth in 2026.

In our Financial Technologies segment, we saw a very strong Q4 driving strong growth in both revenue and EBITDA. The team has been leveraging merger synergies both on the cost and on the revenue side. Most of the revenue effects will start to show in 2026 as we are looking forward to a very strong year for our Financial Technologies segment.

For 2026, we expect CHAPTERS to show strong organic growth in particular in recurring revenue and EBITDA. Our group companies also have set ambitious targets for growing in professional services and other non-recurring revenue parts with the expected impact crystallizing over the course of the year.”

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Key Figures as of December 31, 2025

Pro-forma revenue: Pro-forma adjusted operating EBITDA: Look-through ownership of CHAPTERSiv: Net debt at subsidiary levelv: Net cash and investments at CHAPTERSvi: Equity at CHAPTERS vii:

c. €193m c. €49m c. 74.9% c. €141m c. €36m c. €286m

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The company expects to publish its consolidated and separate financial statements in May 2026. The provisional figures are subject to the audit of the financial statements and the approval of the annual financial statements prepared in accordance with the provisions of the German Commercial Code by the Supervisory Board.
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ⁱ CHAPTERS defines pro-forma as combined full year numbers based on the group structure as of the December 30, 2025, reporting date. Companies in which CHAPTERS holds a non-controlling interest are not included. Fiscal results will only consider the numbers for the time a company was part of the group.

ⁱⁱ CHAPTERS defines organic growth as full year results for a financial year based on the relevant group structure as of June 30 of that financial year – compared to full year results for the same group for the previous financial year: For organic growth in 2025, the full year results for 2025 based on the group structure as of June 30, 2025 are compared to full year results for 2024 for the same group.

ⁱⁱⁱ Write-off of unrealizable revenues booked pre-acquisition and first-time deferral of revenues to align accounting principles across the group.

^iv With the remainder held primarily by management teams of our platform subsidiaries.

^v Including provisions for transaction related earn-out payments.

^vi Including all marketable securities (at fair value, including shares held in Software Circle), corporate bond 2025/2030 and investments in minorities stakes (at cost).

^vii Including a preliminary parent company net income of c. €6.4m. Parent company operating costs before share-based compensation were c. €6.3m.