4.1 Capital Management and Equity

The Board of Directors is committed to maintaining a balanced capital structure to uphold investor, creditor and market confidence, while enabling the Group’s long-term growth. The Group has an outstanding credit facility that is subject to compliance with a financial covenant (refer to Note 4.6). Capital structure is managed using the net debt to Adjusted EBITDA ratio as a key financial metric. In the financial year 2025, this ratio amounted to 0.7x, compared with 1.2x in the previous year.

The Group’s strong cash position enables the Board of Directors to allow shareholders to participate in the Group’s success through dividend distributions. Own shares may be acquired on the market solely for the purposes of the Group’s equity-settled share based compensation plans. There is no formal share buy-back programme in place.

Share Capital

As at 31 December 2025, the share capital of SMG Swiss Marketplace Group Holding AG amounts to CHF 294,435.60 and consists of 98,145,200 fully paid registered shares with a nominal value of CHF 0.003 per share.
As at 31 December 2024, the share capital of SMG Swiss Marketplace Group AG, the former ultimate parent entity of the Group, amounted to CHF 2,454,630, equating to 2,453,630 registered shares with a nominal value of CHF 1 per share. For further details on the legal restructuring completed prior to the IPO, please refer to the note Basis of Preparation and Key Accounting Assumptions.

Capital Band and Conditional Capital

The Company has a capital band ranging from CHF 279,713.82 (lower limit) to CHF 309,157.38 (upper limit). Within this range, the Board of Directors is authorised to increase or reduce the share capital one or more times by 2 September 2030 at the latest, either by issuing or cancelling up to 4,907,260 shares with a nominal value of CHF 0.003 each, or by adjusting the nominal value of existing shares. The additional terms and conditions of the capital band are set out in Article 3 of the Articles of Association.

The Company’s share capital may be increased by way of conditional capital up to CHF 14,721.78 through the issuance of up to 4,907,260 shares with a nominal value of CHF 0.003 each. The additional terms and conditions of the conditional capital (including the purpose and the group of beneficiaries with subscription rights) are set out in Article 3b and 3c of the Articles of Association.

Under Article 3d of the Articles of Association, the number of new shares that may be issued from the capital band and the conditional capital is limited to a cumulative maximum of 4,907,260 shares.

As of 31 December 2025, there had been no capital increases or reductions within the capital band, nor shares issued out of conditional capital since its introduction in September 2025.

Capital Reserves

The contribution in kind relating to the pre-IPO restructuring was recognised net of directly attributable issuance stamp tax of CHF 261 thousand, resulting in a closing balance of CHF 901,398 thousand. Of this amount, CHF 461,965 thousand was confirmed by Switzerland’s Federal Tax Administration as reserves from capital contributions, which may be repaid without deduction of Swiss withholding tax in accordance with Article 5 para. 1bis of the Withholding Tax Act.

Treasury Shares

Treasury shares represent the net balance of shares purchased on the market or repurchased from plan participants, and shares sold to new participants or allocated to participants in connection with the Group’s equity-settled share-based compensation plans (refer to Note 2.2). The table below summarises movements in the Group’s treasury shares during the reporting period:

Under the MEP, plan participants were able to obtain loans from the Group to finance the purchase of shares. To reflect the effective cash flows in the statement of cash flows, particularly in the event of a participant’s exit from the Group or a grant of new shares, the purchase of treasury shares is presented net of loan repayments by employees, while the sale of treasury shares is presented net of loans granted to employees.

Earnings per Share

Earnings per share are calculated by dividing profit after tax attributable to the equity owners of the parent company by the weighted average number of shares outstanding, with diluted earnings per share reflecting the impact of potentially dilutive shares.

Basic Earnings per Share

Diluted Earnings per Share

As of the reporting date, 15,611 contingently issuable shares (previous year: 0) were excluded from the diluted weighted average number of shares outstanding calculation because their effect would have been anti-dilutive.