Explanations of items in the balance sheet

19.  Cash and cash equivalents

As of the reporting date, cash and cash equivalents amounted to € 44,775k (prior year: € 114,857k). Cash and cash equivalents consist of bank balances, checks, and cash in hand. Bank balances generally bear variable interest rates for call money. In the reporting period, United Internet received a low interest on bank balances denominated in euro of approx. 0.5% (prior year: 0.75%).

The development and application of cash and cash equivalents is stated in the Consolidated Cash Flow Statement.

20.  Trade accounts receivable

As of December 31, 2025, bad debt allowances for trade accounts receivable amounted to € 83,686k (prior year: € 102,359k). The development of bad debt allowances can be seen below:

Additions charged to the income statement of each period under review do not comprise receivables arising during the year and eliminated before the reporting date.

As of December 31, 2025, the age profile of trade accounts receivable less the aforementioned allowances was as follows:

21.  Contract assets

The development of bad debt allowances was as follows:

22.  Inventories

As of December 31, 2025, inventories consisted of the following items:

The decline in mobile telephony/mobile internet merchandise compared to the previous year is mainly due to the planned sell-off of smartphones and hardware. Domain stock relates entirely to the discontinued operation AdTech and is therefore no longer disclosed here.

Goods recognized as material expense from inventories in cost of sales amounted to € 865,879k (prior year: € 878,763k) in the reporting period. Of this total, an amount of € 2,731k (prior year: € 2,241k) refers to impairment of inventories.

Allowances include € 5,333k (prior year: €5,853k) for mobile telephony/mobile internet and IP-TV, and € 0k (prior year: € 2,177k) for domain stock.

23.  Prepaid expenses

The decrease in prepaid expenses results mainly from the use of contingents under the agreement for the purchase of broadband pre-services, for which substantial advance payments had been made in previous years.

Prepaid expenses are deferred and charged to the income statement on the basis of the underlying contractual period.

24.  Other current assets

24.1  Other current financial assets

In the previous year, derivatives mainly related to the embedded derivatives agreed as part of Warburg Pincus’ investment in the Business Applications segment. Following Warburg Pincus' complete exit as of March 27, 2025, the contractual exercise conditions were met, and the derivatives were therefore settled in full. This resulted in payments of € 45,015k.

For further information, please refer to Note 35.

The conditional purchase price receivable was agreed in October 2025 as part of the sale of the “Energy” business field in the Consumer Applications segment.

Payments on account mainly refer to advance payments for domains.

The receivables from pre-service providers mainly relate to advertising cost subsidies.

The creditors with debit balances mainly relate to financial recovery claims from suppliers.

24.2  Other current non-financial assets

25.  Shares in associated companies

The Group holds interests in several associated companies. The main investment in 2025 is AWIN AG, Berlin, which the Group holds via its subsidiary United Internet Investments Holding AG & Co. KG, Montabaur. In the previous year, Kublai GmbH, Frankfurt am Main, was reclassified from “Shares in associated companies” to “Other non-current financial assets” due to the loss of significant influence resulting from the dilution of the stake to 4.71%. Please refer to Note 4 for further details.

AWIN AG, Berlin, is a global affiliate marketing network which offers services in the field of e-commerce and online marketing. AWIN is the world’s largest affiliate marketer, linking network advertisers and publishers around the world. As in the previous year, the Group holds 20% of shares in AWIN AG.

The shares in AWIN AG, and until June 14, 2024 in Kublai GmbH, were valued using the equity method.

The following table gives an overview of the development of shares in associated companies:

The following table contains summarized financial information of the main associated company AWIN AG on the basis of a 100% shareholding as of December 31, 2025:

A reconciliation with the carrying amount in the Consolidated Financial Statements as of December 31, 2025 – with an estimation of investment results for the fourth quarter – is presented below:

The following table contains summarized financial information of the main associated companies on the basis of a 100% shareholding as of December 31, 2024:

A reconciliation with the carrying amount in the Consolidated Financial Statements as of December 31, 2024 – with an estimation of investment results for the fourth quarter – is presented below:

As of December 31, 2025, other associated companies disclosed an aggregated carrying amount of € 30,153k (prior year: € 30,449k) and aggregated earnings of € 970k (prior year: aggregated loss of € 2,090k). The earnings/loss contributions of other associated companies are only included in the aggregated loss on a prorated basis. Financial information is based in part on local accounting regulations as a reconciliation of this financial information with IFRS would incur disproportionately high costs.

26.  Other non-current financial assets

The carrying amount of the investment in Kublai GmbH was adjusted by € 48,286k in the fiscal year, from € 71,800k to € 23,514k. The resulting change in fair value, which did not affect profit or loss, was recognized in other comprehensive income in equity.

Please refer to Note 4 for further details.

27.  Property, plant and equipment

Further details and an alternative presentation of the development of property, plant and equipment in the fiscal years 2025 and 2024 can be found in the Exhibit to the Notes to the Consolidated Financial Statements (Development of Non-current Assets).

The carrying value of property, plant and equipment held as lessee as part of lease arrangements amounts to € 1,315.9m as of December 31, 2025 (prior year: € 1,104.7m).

As of the reporting date, there are purchase obligations for property, plant and equipment totaling € 259.2m (prior year: € 342.4m).

28.  Intangible assets (without goodwill)

Further information, as well as an alternative presentation of the development of intangible assets in the fiscal years 2025 and 2024, can be found in the Development of Non-current Assets, which is included as an Exhibit to the Notes to the Consolidated Financial Statements.

The carrying amount of the customer base results from the following company acquisitions:

The residual amortization period for the customer base from the acquisition of the Drillisch Group (now 1&1 AG) amounts to 1 to 5 years, depending on the customer groups, whereby the major share was already amortized. The residual amortization period for the customer base from the acquisition of STRATO AG amounts to 1 to 6 years, depending on the product groups, whereby 4 years applies to the major share. The customer base from the home.pl transaction was fully amortized in the fiscal year 2025. The residual amortization period for the customer base of World4You amounts to 6 years, and for we22 amounts to 8 years. The residual amortization period for the customer base from the acquisition of the Versatel Group amounts to 1 to 16 years, depending on the products and services, whereby 15 years applies to the major share.

Spectrum licenses

In the fiscal year 2019, the United Internet subsidiary 1&1 AG participated in the 5G spectrum auction and purchased two frequency blocks of 2 x 5 MHz in the 2 GHz band, which are limited until December 31, 2040, and five frequency blocks of 10 MHz in the 3.6 GHz band, which are limited until 2040. While the 3.6 GHz spectrum is already available, the frequency blocks in the 2 GHz band will only be available from January 1, 2026.

The intangible assets resulting from the purchase were recognized at cost.

The carrying amounts of the frequency blocks are comprised as follows:

In the fiscal year 2025, the frequency blocks in the 3.6 GHz band were amortized by € 40,819k (prior year: 40,819k). The 5G frequencies in the 2 GHz spectrum are not yet operational intangible assets, and amortization will not begin until the term of the allocated frequencies begins in 2026. These spectrum licenses are not yet usable and were therefore subjected to an impairment test in the fiscal year 2025. The impairment test was performed on the balance sheet date on the level of the cash-generating unit 5G. It did not result in any impairment in the fiscal year.

The following table provides an overview of trademarks according to the cash-generating units:

The carrying amounts of intangible assets with indefinite useful lives (trademarks) amount to € 202,053k (prior year: € 209,632k).

The useful life of trademarks is determined as being indefinite, as there are no indications that the flow of benefits will end in future. Intangible assets with indefinite useful lives were subjected to an impairment test on the level of the cash-generating units as of the reporting date.

The rights similar to concessions result from a one-off payment in the fiscal year 2020 in connection with the exercise of the first prolongation option of the MBA MVNO agreement in order to secure direct access to 5G technology and as a necessary component for the establishment of the Group’s own mobile communications network.

Internally generated intangible assets relate to capitalized costs from software.

As of the balance sheet date, there were purchase commitments for intangible assets amounting to € 97.7m (prior year: € 19.9m).

In the fiscal year 2025, payments on account are at a normal level for the business. In the previous year, payments on account mainly related to software for operating the 1&1 mobile communications network.

29.  Goodwill

Further details, including a presentation of the development of goodwill in the fiscal years 2025 and 2024, can be found in the Exhibit to the Notes to the Consolidated Financial Statements (Development of Non-current Assets).

30.  Impairment of goodwill and intangible assets with indefinite useful lives

Goodwill and intangible assets with indefinite useful lives are subjected to an impairment test at least once per year. The annual impairment test is carried out on the reporting date of December 31.

Goodwill acquired in the course of business combinations is allocated for impairment test purposes to cash-generating units.

Impairment charges are always disclosed separately in the Income Statement and the Statement on the Development of Non-current Assets.

Goodwill as of December 31 is allocated to the cash-generating units as follows:

Goodwill after company acquisitions

The carrying amounts of goodwill according to cash-generating unit result from various transactions over the past years. The Group’s goodwill is mainly the result of the following company acquisitions:

• The goodwill of the cash-generating unit we22 results from the acquisition of we22 AG in 2021 and has been part of the cash-generating unit IONOS SE since the fiscal year 2022.


• The goodwill of the cash-generating unit World4You results from the acquisition of World4You in in 2018.


• The goodwill of the cash-generating unit 1&1 Consumer Access (formerly Drillisch) results from the acquisition of the Drillisch Group in 2017 and the merger of the cash-generating units 1&1 Telecom and Drillisch in 2018.


• The goodwill of the cash-generating unit IONOS Cloud (formerly: ProfitBricks) results from the acquisition of the ProfitBricks Group in 2017. Due to the merger in fiscal year 2019, the cash-generating unit IONOS Cloud has been incorporated into the cash-generating unit IONOS SE.


• The goodwill of the cash-generating units Versatel and 1&1 Telecom reflect goodwill from the acquisition of the Versatel Group in 2014. In the fiscal year 2018, goodwill of the cash-generating unit 1&1 Telecom was combined with the cash-generating unit 1&1 Consumer Access.


• The goodwill of the cash-generating unit STRATO results from the acquisition of the STRATO Group in 2017.


• The goodwill of the cash-generating unit home.pl results from the acquisition of home.pl S.A. in 2015.


• The goodwill of the cash-generating unit Arsys results from the acquisition of Arsys Internet S.L. in 2013.


• The goodwill of the cash-generating unit united-domains results from the acquisition of united-domains AG in 2008.


• The goodwill of the cash-generating unit Fasthosts results from the acquisition of Fasthosts Internet Ltd. in 2006 and the acquisition of Dollamore Ltd. in 2008.


• The goodwill of the cash-generating unit InterNetX results from the acquisition of InterNetX GmbH in 2005.


• The goodwill of the cash-generating unit 1&1 Mail & Media mainly comprises goodwill from the acquisition of the portal business of WEB.DE AG in 2005.

Scheduled impairment test on December 31, 2025

Measurement at fair value less disposal costs

For the Business Access, Consumer Applications, and Business Applications segments, the recoverable amounts of the cash-generating units are determined on the basis of a calculation of fair value less disposal costs using cash flow forecasts. The hierarchy of fair value less disposal costs as defined by IFRS 13 is set at Level 3 for these impairment tests.

The cash flow forecasts are based on the Company’s budgets for the fiscal year 2026. These planning calculations were extrapolated by management for a period of up to 10 years (prior year: up to 10 years) for the respective cash-generating units on the basis of external market studies and internal assumptions. The 10-year planning period appropriately reflects the long-term nature of the investment cycles and development phases of the cash-generating units. For the Business Access segment, the detailed planning period of 10 years was extended by extrapolation to 2046. Following this period, management assumes the following increase in cash flow:

The expected increase corresponds to long-term average growth of the sector in which the respective cash-generating unit operates.

The following discount rates were used for cash flow forecasts in the reporting period:

The cash flow forecasts depend heavily on the estimation of future sales revenue. The management boards of the respective cash-generating units expect a varied development of sales within the planning horizon.

Sales revenue figures in the detailed planning period are based on the following average annual sales growth rates:

Fair value less disposal costs is mainly based on the present value of the perpetual annuity, which is particularly sensitive to changes in assumptions on the long-term growth rate and the discount rate. For the calculation of fair value less disposal costs, disposal cost rates of between 0.4% and 3.0% were assumed (prior year: between 0.3% and 3.0%).

The business segments contain the following trademarks:

Measurement at value-in-use

The recoverable amount of the cash-generating unit 1&1 Consumer Access is determined on the basis of a calculation of the value-in-use with the aid of cash flow forecasts.

The cash flow forecasts are based on a Group budget for the fiscal year 2026 as well as a planning calculation for the fiscal years 2026 to 2030. These planning calculations were extrapolated by management on the basis of external market studies and internal assumptions for the cash-generating unit. As it is expected that a sustainable level of sales and earnings will not yet have been achieved by the end of the detailed planning period (2030), it has been extended to include an interim phase for the years 2031 to 2045 inclusive until a sustainable level of sales and earnings is to be achieved.

The cash flow forecasts depend heavily on the estimation of future sales revenue. Another key basic assumption for the planning of the cash-generating unit 1&1 Consumer Access is the number of subscribers, the gross profit forecast based on these subscriber numbers and on empirical values, and the discount rates applied. For future years, the number of subscribers is expected to increase and the gross profit to decrease slightly.

Value-in-use is largely determined by the present value of the perpetual annuity, which is particularly sensitive to changes in the assumptions regarding the long-term growth rate and the discount rate.

The following parameters were used for measurement:

This growth rate corresponds to the long-term average growth rate for the sector.

Basic assumptions of the impairment tests

The following table presents the basic assumptions used when checking impairment of individual cash-generating units to which goodwill has been allocated, in order to determine their fair value less disposal costs, or in the case of the cash-generating unit 1&1 Consumer Access the value-in-use:

Sensitivity of assumptions

The sensitivity of the assumptions made with respect to the impairment of goodwill or trademarks depends on the respective cash-generating units.

In the previous year, the changes in the parameters considered possible, including the adjustment of the discount rates and a CGU-specific appropriate decline in the long-term growth rate or the EBITDA margin of the perpetual annuity, did not result in an impairment for any cash-generating unit.

For the current year, the changes in the parameters considered possible, including the adjustment of the discount rates and a CGU-specific appropriate decline in the long-term growth rate or the EBITDA margin of the perpetual annuity, do not result in an impairment for any cash-generating unit; such a case would only arise in the two situations described below.

In the course of sensitivity analyses for the cash-generating unit Business Access (1&1 Versatel), various changes to key valuation parameters were examined. The analysis examined how an increase in the discount rate (WACC, after taxes) in the perpetual annuity by 0.5 percentage points, a decrease in the long-term growth rate in the perpetual annuity by 1.0 percentage point, and a decrease in the EBITDA margin of the perpetual annuity by 1.0 percentage point would each affect the carrying amount and the current headroom of € 102m.

Whereas an increase in the WACC in the perpetual annuity would result in an impairment of € 72m, a decrease in the growth rate of 1.0 percentage point would result in an impairment of € 217m. A reduction in the EBITDA margin of the perpetual annuity of 1.0 percentage point would not result in any impairment; headroom of € 36m would remain.

Spectrum

The 5G spectrum carried in the balance sheet results from the 5G spectrum auction in 2019. 1&1 purchased two frequency blocks of 2 x 5 MHz in the 2 GHz band and five frequency blocks of 10 MHz in the 3.6 GHz band, which are each usable for a limited period up to December 31, 2040. The frequency blocks in the 3.6 GHz band have been available since acquisition and the frequency blocks in the 2 GHz band will be available from January 1, 2026.

The recoverable amount of the cash-generating unit 5G is determined by calculating value-in-use with the aid of cash flow forecasts.

The cash flow forecasts depend to a large extent on the estimate of future revenue, the assumptions regarding investments in the network infrastructure, and the ongoing operating costs of network operations. The main revenue drivers for the cash-generating unit 5G are growth in the number of 1&1 network subscribers and planning for the future data consumption of customers. The planning calculations were based on subscriber growth in the cash-generating unit 1&1 Consumer Access, while assumptions regarding future customer data consumption are based on empirical values. Planning for investments in the network infrastructure are based on specific rollout plans, which are mainly based on the rollout obligations arising from the spectrum acquisition and the contractually agreed rollout costs. Planning for the ongoing costs of network operation are based on agreements already concluded and assumptions about the development of energy costs based on experience. A further key basic assumption for the planning of the cash-generating unit is the discount rates used.

The following parameters were used for measurement:

The planning calculation on which the impairment test is based includes profit and loss planning and investment planning for the fiscal years 2026 to 2045. Based on the planning calculation, the perpetual annuity begins in 2046, which should represent a sustainable level of sales and earnings. Planning is based on the assumption that 1&1 will continue to have sufficient spectrum to operate its own mobile network in the future. In the previous year, the valuation was based on the period 2025 to 2045, as the allocation of the currently available spectrum expires in that year. As a result, the parameters used in the previous year are only comparable to a limited extent.

There was no impairment need in the reporting period. This also reflects the Management Board’s qualitative expectations due to the high degree of strategic importance.

Sensitivity of assumptions

The sensitivity of the assumptions made with respect to an impairment of the intangible asset not yet available for use (spectrum) depends on the basic assumptions for the cash-generating unit.

In the course of analyzing sensitivity for the cash-generating unit 1&1 mobile telecommunications network, various changes in key valuation parameters were examined. In particular, the impact of an increase in the discount rate (WACC before taxes) of 0.5 percentage points, a reduction in the long-term growth rate in perpetuity of 1.0 percentage point, and a reduction in the EBITDA margin in perpetuity of 1.0 percentage point on the book value and the current headroom of € 817m was analyzed. In view of the current capital market situation, the discount rate (WACC, before taxes) was increased by 0.5 percentage points instead of 1.0 percentage point (previous year).

An increase in the WACC of 0.5 percentage points, or a reduction in the growth rate of 1.0 percentage point, would not result in any impairment. An increase in the WACC of 0.5 percentage points results in headroom of € 82m, while a reduction in the growth rate of 1.0 percentage point results in headroom of € 137m.

In the previous year, an assumed increase of 1.0 percentage point in the cost of capital would have resulted in an impairment of € 388m, a reduction in the growth rate of 1.0 percentage point would not have resulted in an impairment and there would still have been headroom of € 436m. A reduction of 1.0 percentage point in the EBITDA margin of the perpetual annuity would also not have resulted in impairment and there would still have been headroom of € 1,096m. Opportunities arising from possible price adjustments due to increased operating costs were not taken into account in the sensitivity analysis.

31.  Trade accounts payable

Trade accounts payable amount to € 632,206k (prior year: € 800,496k), of which liabilities with terms of more than one year total € 1,355k (prior year: € 2,425k).

32.  Liabilities due to banks

a) Liabilities due to banks

Promissory note loans

In the fiscal year 2025, United Internet AG successfully placed a promissory note loan (“Schuldscheindarlehen”) with an amount of € 250.0m. The proceeds from this transaction are used for general company funding. There are no covenants attached to the new promissory note loan.

Moreover, two promissory note loan tranches totaling € 250.0m were redeemed on schedule in the fiscal year 2025.

At the end of the reporting period on December 31, 2025, total liabilities from promissory note loans with maximum terms until April 2031 therefore amounted to € 1,217m (prior year: € 1,217m).

Syndicated loans & syndicated loan facilities

In December 2024, United Internet refinanced its revolving syndicated loan facility with its core banks; a syndicate of banks granted the Company a loan facility of € 950m, with a term until December 2029. The loan has a variable interest rate, with the option of choosing between the 1-, 3- or 6-month EURIBOR, and includes contractually agreed extension options. In fiscal year 2025, United Internet exercised a contractually agreed extension option and extended the term of the revolving syndicated loan facility for the period from December 2029 to December 2030. As of the balance sheet date, € 0m (prior year: € 150m) had been drawn. As a result, funds of € 950m (prior year: € 800m) were still available to be drawn.

In addition, a syndicated loan of € 550m was taken out in December 2024, which will fall due in December 2027. This was raised by € 50m to € 600m in January 2025 by exercising a contractually guaranteed increase option. The loan also has a variable interest rate, with the option of choosing between the 3- or 6-month EURIBOR. As of the balance sheet date, € 600m of this loan had been drawn (prior year: € 550m).

Furthermore, United Internet and Japan Bank for International Cooperation (JBIC) signed a loan agreement in December 2024 for up to € 800m. The funds will be provided by one direct tranche from JBIC, which is wholly owned by the Japanese government, and one tranche from a consortium of European and Japanese commercial banks guaranteed by JBIC. This loan also has a variable interest rate pegged to the six-month EURIBOR. The funds from this loan are earmarked for subsidiary 1&1’s development of a 5G network based on Open RAN technology in Germany. As of the balance sheet date, this loan had been drawn down by € 290m (prior year: € 0m), so that an amount of € 510m (prior year: € 800m) was still available.

In addition to the € 890m, the disclosed loan liability of € 1,690m also includes the loan of € 800m concluded by IONOS with a banking syndicate in December 2023. This loan was used fully for the partial refinancing of the existing shareholder loan with United Internet AG. The refinancing is at a fixed annual interest rate of 4.67%. The syndicated loan has a term until December 15, 2026 and is due at maturity.

The loan agreements concluded in the fiscal year 2024 are tied to so-called financial covenants (loan conditions). A breach of the defined net debt-to-EBITDA ratio could result in the lenders terminating the outstanding loans. Compliance with the existing covenants as of December 31, 2025 was reviewed during the preparation period and there were no effects on the financial statements.

Bilateral credit agreements / bilateral credit facilities

Furthermore, in May 2025, United Internet concluded a bridging loan agreement amounting to € 325m for the purpose of share purchases. The background to this bridging loan was the voluntary public tender offer in the form of a partial offer to acquire up to 16,250,827 no-par bearer shares of 1&1 AG. The bridging loan has an original term of one year with a contractually guaranteed extension option of up to two additional years. As of the balance sheet date on December 31, 2025, € 245m of the above mentioned loan had been drawn down. As the draw period expired on December 31, 2025, no further drawings are possible.

United Internet AG has existing bilateral credit facilities (without syndicated loans & syndicated loan facilities) amounting to € 339m (prior year: € 294m). These have been granted in part until further notice and in part have terms until January 31, 2027, and bear interest at market rates. United Internet AG is the sole borrower under this line. Drawings of € 76m (prior year: € 94m) had been made from these credit lines as at the end of the reporting period on December 31, 2025. As a result, funds of € 263m (prior year: € 200m) are still available.

No collateral was provided for any of the liabilities due to banks.

With the exception of the interest-bearing tranches of the promissory note loan, the fair values of bank liabilities mainly correspond to their carrying amounts. For further information on the promissory note loan, please refer to Note 42.

A euro cash pooling agreement (zero balancing) has been in place between United Internet AG and certain subsidiaries since July 2012. Under the agreement, credit and debit balances of the participating Group subsidiaries are pooled and netted via several cascades in a central bank account of United Internet AG and available each banking day.

b) Guaranty credit facilities

In addition to the above mentioned credit lines, the Group had guaranty credit facilities of € 136.0m (prior year: € 106.0m) as at the end of the reporting period, which in some cases can also be used by other Group companies. The guaranty credit facilities are available in particular for the provision of operational bank guarantees.

The guaranty credit facilities granted are mostly for unlimited periods (“until further notice”). One agreement is limited until December 30, 2028. No collateral was provided to banks.

The stated average interest rate as of the reporting date is based on utilization.

33.  Contract liabilities

Contract liabilities mainly relate to payments on account received, deferred revenue, and deferred activation fees.

34.  Other accrued liabilities

The development of accruals in fiscal year 2025 was as follows:

The accrual for termination fees refers to payments due to network operators in the case that a connection is terminated.

Litigation risks consist of various legal disputes of Group companies and potential fines imposed by the authorities. The addition results from a current legal development in a dispute with a pre-service provider.

The accruals for restoration obligations mainly refer to antenna locations in the 1&1 mobile network as well as possible obligations to remove active telecommunication technology in leased main distribution frames (MDFs). Where applicable, the reversal was offset against non-current assets directly in equity.

Other accruals refer mainly to accruals for warranties and impending losses.

35.  Other liabilities

35.1  Other current financial liabilities

In the previous year, current conditional purchase price liabilities referred to variable purchase price components from the acquisition of STRATO AG amounting to € 23,653k. Warburg Pincus sold its entire stake in IONOS Group SE on March 27, 2025. The exit resulted in the conditional purchase price liability of € 34,000k becoming due. The purchase price liability was measured based on the valuation of the IONOS Group using the stock market price.

35.2  Other current non-financial liabilities

Liabilities to the tax office mainly refer to sales tax liabilities.

35.3  Other non-current financial liabilities

Please refer to Note 46 regarding liabilities from lease commitments.

Spectrum liabilities refer to the licenses acquired at auction in the fiscal year 2019. In 2019, the United Internet subsidiary 1&1 AG signed an agreement with the German Federal Ministry of Transport and Digital Infrastructure (BMVI) and the German Federal Ministry of Finance (BMF) regarding the construction of mobile communication sites in so-called “not-spots”. 1&1 AG is thus helping to close existing supply gaps and improve the provision of mobile communications in rural regions by building base stations. In return, 1&1 AG benefits from an agreement allowing it to pay for the acquired 5G spectrum in installments. As a result, the license fees which were originally to be paid to the German government 2019 and 2024 can now be spread over the period up to 2030.

36.  Maturities of liabilities

The maturities of liabilities are as follows:

In the previous year, the maturities of liabilities were as follows:

In the course of determining the maturities of liabilities due to banks, management assumed that the amount drawn from the revolving syndicated loan facility as at the respective reporting date would remain constant until the end of the term (2030).

37.  Share-based payment – employee stock ownership plans

There were five different employee stock ownership plans in the reporting period 2025. One model with so-called Stock Appreciation Rights model United Internet (SAR UI) is aimed at the group of management board members, senior executives and managers and based on virtual stock options of United Internet AG. The second plan, the Long-Term Incentive Plan Hosting (LTIP Hosting) was introduced in the second half of 2017 and is aimed at the group of management board members, executives and other employees in key positions in the Business Applications segment. This plan expired in Q1 2025. The third plan, the Long Term Incentive Plan Versatel (LTIP Versatel) was introduced in the first half of 2018 and is aimed at the group of managing directors, executives and employees in key positions in the Business Access segment. The fourth plan, the Stock Appreciation Rights Drillisch (SAR Drillisch) was introduced in the first half of 2020, is also aimed at the group of management board members, executives and employees in key positions in the Consumer Access segment and replaced in part the former SAR plan of Drillisch in 2020. The fifth plan, the Long-Term Incentive Plan Portal (LTIP Portal) was introduced in the first half of 2019 and is aimed at the group of management board members, executives and employees in key positions in the Consumer Applications segment. The sixth program, the Stock Appreciation Rights IONOS (SAR IONOS), was introduced in the course of the IPO of IONOS in 2023 and is aimed at management board members and key executives of IONOS Group SE. In 2024, the program was extended to selected executives.

37.1  Stock Appreciation Rights (SAR United Internet)

United Internet AG has had a Stock Appreciation Rights plan (SAR plan) since 2009. SARs refer to the commitment of United Internet AG (or a subsidiary) to pay the beneficiary a cash amount equivalent to the difference between the share price on the date of granting the option (agreed strike price) and the share price on exercising the option. The exercise hurdle is 120% of the strike price, which is calculated as the average closing price in electronic trading (Xetra) of the Frankfurt Stock Exchange over the ten days preceding issuance of the o ption. Payment of value growth to the beneficiary is limited – depending on the arrangements of the different tranches – to 100% of the calculated share price (strike price).

An SAR corresponds to a virtual subscription right for one share of United Internet AG. However, it is not a share right and thus not a (genuine) option to acquire shares of United Internet AG. The beneficiaries are not entitled to a possible dividend payment by the Company. As a rule, settlement is in cash. Nevertheless, United Internet AG retains the right to fulfill its commitment (or the commitment of a subsidiary) to pay the SAR in cash by also transferring United Internet AG shares from its stock of treasury shares to the beneficiary, at its own discretion. The program is thus recognized as an equity-settled plan.

As a rule, up to 25% of the option right may be converted at the earliest 24 months after the date of issue of the option; up to 50% at the earliest 36 months after the date of issue of the option. A total of up to 75% may be exercised at the earliest 48 months after the date of issue of the option; the full amount may be exercised at the earliest 60 months after the date of issue of the option, provided that the beneficiary concerned has not given notice of termination at the end of each year. The SARs have a basic term of six years, so that after this period all unexercised SARs lapse without compensation. Beyond this, no further conditions have to be met for the SARs to be successfully awarded.

The fair value of the issued options as at the grant date is determined using an option pricing model (Black-Scholes model) as well as the calculation within the framework of the Monte Carlo simulation in accordance with IFRS 2.

Using an option pricing model (Black-Scholes model) as well as the calculation within the framework of the Monte Carlo simulation in accordance with IFRS 2, the options issued were calculated using the following material measurement parameters:

The limited payout per SAR was reflected by deducting the value of an option valuation at twice the strike price. With regard to the exercise windows of the SARs, the Black-Scholes valuation assumed the earliest possible exercise. The Monte Carlo simulation also assumed the earliest possible exercise. Irrespective of the selected valuation method, the respective exercise hurdles were also taken into account when exercising the option.

As the SARs have no dividend entitlement, a dividend yield based on the dividend for the respective fiscal year and the share price of United Internet AG as at the reporting date was taken into account when measuring the SARs in accordance with IFRS 2.B34.

The volatility used to determine the fair value was calculated as a weighted average on the basis of the historical volatility for the last 6 (1/3 weighting) and 12 months (2/3 weighting) prior to the measurement date, respectively. The strike price is calculated on the basis of the average share price of the last 10 days prior to the issuance date.

The SAR United Internet plan has the following effects:

The changes in the virtual stock options granted and outstanding are shown in the following table:

The range of strike prices for stock options outstanding at the end of the reporting period is between € 15.57 a nd € 21.72 (prior year: € 16.91 a nd € 21.72).

37.2  Long Term Incentive Plan Business Applications (LTIP Hosting)

At the end of the reporting period on December 31, 2025, the only employee stock ownership plan of the IONOS Group was the Stock Appreciation Rights program (SAR IONOS), which was launched during IONOS's initial public offering in the first quarter of 2023. The plans that were still in effect in the previous year – the Long-Term Incentive Plan (LTIP Hosting) from 2017 and the IPO rollover agreement – were settled during the complete sale of shares by WP XII Venture Holdings II SCSp, Luxembourg / Luxembourg on March 27, 2025, and have thus been terminated. The we22 Group’s Long-Term Incentive Plan expired in the previous year.

Within the LTIP plan, qualifying employees were awarded so-called Management Incentive Plan (MIP) units (stock appreciation rights). Vesting was on a straight-line basis over a four-year period (beginning with the date of issue) and on condition that the employee concerned has not resigned before the occurrence of an event defined in the LTIP agreement (trigger event). This refers to the complete sale of all shares in IONOS Group SE held by Warburg Pincus.

Whereas the partial sales of shares by Warburg Pincus in 2021, 2023, and 2024 did not constitute such a trigger event, the complete sale of shares on March 27, 2025, qualified as a trigger event, following which the claims were settled.

In the event of a trigger event, the MIP units represent a claim equivalent to the difference between the individually determined strike price and the enterprise value of IONOS Group SE. The strike price is increased or decreased by equity contributions or repayments.

The entitlements under the LTIP plan can be settled in the form of shares or cash. In the case of settlement in the form of shares, rights may be settled by the provision of shares or options to acquire shares. As there is no current obligation for cash settlement, the plan was carried as equity-settled.

As in the previous year, no new expenses were recognized under the Management Incentive Plan (MIP) for the LTIP Hosting plan in the past fiscal year. This is because the plan has already been fully serviced and settled. In accordance with the underlying terms and conditions of the plan, the exit of the investor Warburg Pincus constituted the contractually defined triggering event, which led to the full maturity and settlement of the remaining claims. The plan has thus been fully settled, meaning that no further charges to earnings from it will be incurred by IONOS Group SE in the future.

The changes in the issued and outstanding MIP units are shown in the following table:

The IPO did not involve a complete exit of Warburg Pincus, but only a partial sale. The IPO of IONOS Group SE on February 8, 2023 did not therefore constitute a triggering event as defined by the LTIP Hosting agreement. Accordingly, the IPO did not result in the claims of the individual participants becoming due. For the remaining participants in the LTIP Hosting, however, a further approx. 11% of the claims from the LTIP Hosting will be fixed at the issue price of the IPO on February 8, 2023.

Against this backdrop, all active employees of the LTIP Hosting plan were offered a so-called IPO transition agreement (rollover agreement; hereinafter referred to as the “rollover”). As part of this rollover, active employees could convert their LTIP Hosting MIP units into subscription rights for shares in IONOS Group SE.

The IPO award (virtual stock options as part of the rollover) was calculated in a two-step process based on the assumption of a complete divestment by Warburg Pincus. In the first step, the increase in value per participant was derived on the basis of the LTIP Hosting conditions. An increase in value was determined for around 25% of the MIP units due to a share buyback in 2021 and an enterprise value of € 4.8 billion. For the remaining approx. 75% of the MIP units, the increase in value at the time of the IPO was considered relevant, whereby the IPO issue price of € 18.50 was used to determine the increase in value. The total increase in value per participant was determined on the basis of these calculations.

In a second step, the increase in value achieved per participant was divided by the IPO issue price to determine the number of virtual shares in IONOS Group SE. Participants who did not achieve an increase in value by the time of the IPO did not receive any virtual shares but had the option of remaining in the LTIP Hosting. The number of calculated IPO awards was then fixed and distributed in three tranches.

The changes in the virtual share options resulting from the conversion of the MIP units are shown in the following table:

With this payment caused by the triggering event, the plan has been fully settled and terminated.

Total payments in the reporting period amounted to € 35,539k. The calculation was performed as part of the income tax assessment based on the respective underlying monetary benefit. The claim was mainly settled by the transfer of treasury shares, and the ancillary wage costs were paid by IONOS.

In the previous year, an amount of € 16,566k from Tranche 2 was paid out to the beneficiaries. The claim was also settled by transferring treasury shares, and the ancillary wage costs were paid by IONOS.

37.3  Stock Appreciation Right (SAR IONOS)

In December 2022, a new incentive plan was also introduced for the management board members and key executives of IONOS Group SE on condition of a successful IPO. The SAR plan employs so-called Stock Appreciation Rights (SARs) and is treated as an equity-settled, shared-based payment transaction. SARs refer to the commitment of IONOS Group SE to pay the beneficiary a cash amount equivalent to the difference between the share price on the date of granting the option (agreed strike price) and the share price on exercising the option. The exercise hurdle is 110% of the strike price after three years, 115% after four years, and 120% after five years. The strike price is calculated as the average closing price in electronic trading (Xetra) of the Frankfurt Stock Exchange over the ten days preceding issuance of the o ption. Payment of value growth to the beneficiary is limited – depending on the arrangements of the different tranches – to 100% of the calculated share price (strike price), or to 150% of the calculated share price (strike price).

An SAR corresponds to a virtual subscription right for one share of IONOS Group SE. However, it is not a share right and thus not a (genuine) option to acquire shares of IONOS Group SE. The beneficiaries are not entitled to a possible dividend payment by the Company. As a rule, settlement is in cash. Nevertheless, IONOS Group SE retains the right to fulfill its commitment to pay the SAR in cash by also transferring IONOS Group SE shares from its stock of treasury shares to the beneficiary, at its own discretion. The program is thus recognized as an equity-settled plan, as there is no present obligation to settle in cash.

Up to 33.33% of the option right may be converted at the earliest 36 months after the date of issue of the option; up to 66.66% at the earliest 48 months after the date of issue of the option; and the full amount at the earliest 60 months after the date of issue of the option, provided that the beneficiary concerned has not given notice of termination at the end of each year. Vesting is thus one-third in each of the aforementioned periods.

However, the SARs have a basic term of six years, so that after this period all unexercised SARs lapse without compensation. Moreover, reductions in the amounts paid out are possible for the management board members in connection with predefined ESG targets. Within the framework of the ESG targets, the entitlements can be reduced by a maximum of 10% if targets are not met. The IPO of IONOS Group SE was on February 8, 2023, which is also the allocation date.

The exercise behavior for management board members and other executives is based on the assumption that participants will exercise their SARs at the earliest possible date, similar to comparable programs within the United Internet Group. It is expected that one third of the SARs will be exercised in the first window after the third year, a further third after the fourth year and the final third after the fifth year, as the tranches for executives are to be exercised in equal quarters, where possible. The exercise of SARs is limited to two 10-day windows per calendar year, starting shortly after the Annual Shareholders’ Meeting and the publication of the 9-month report.

In addition to the management board members, the SAR plan also extends to the management level below the management board. In the current fiscal year, new individuals were added to the group of participants. The plan for this management level is generally based on the provisions of the SAR plan for management board members, but with the following differences:

• Participants cannot exercise the SARs at will; instead, they must first be vested in proportionate tranches based on the performance of work (“service condition”). Vested SARs can only be exercised during defined exercise windows and upon fulfillment of defined exercise criteria (“performance condition”).


• There are four tranches, each representing 25% of the SARs, whereby the initial exercise right is considered fully vested after 24 months. The remaining tranches are vested in 12-month periods. SARs that are already vested but cannot be exercised in the first available exercise window as the exercise criteria have not been met do not expire, but can be exercised in subsequent exercise windows provided the exercise criteria are met.


• The total term of the plan is also 6 years for these participants.


• The exercise hurdles are 110% of the issue price after 24 months, 115% after 36 months, 120% after 48 months, and 125% after 60 months. The increase in value (calculated relative to the issue price) per SAR is capped at 150%.


• No ESG penalty is applied.

Using an option pricing model (Monte Carlo simulation) in accordance with IFRS 2, the fair value at the grant date of the options issued was calculated as follows:

As part of the simulation, both the limit on the payout per SAR and the respective exercise hurdles per tranche were taken into account. As the SARs are not entitled to dividends, a dividend yield based on the dividend for the respective fiscal year and the share price of IONOS Group SE as at the reporting date was taken into account when measuring the SARs in accordance with IFRS 2.B34.

The volatility used to determine the fair value was calculated from the weighted average of the price fluctuations of the last 180 days (1/3 weighting) or the last 360 days (2/3 weighting) of IONOS Group SE.

The SAR IONOS plan had the following effects in the fiscal year:

The changes in the SARs granted and outstanding are shown in the following table:

37.4  Long Term Incentive Plan Versatel (LTIP Versatel)

An additional employee stock ownership plan (Long-Term Incentive Plan, LTIP) was introduced for the Business Access segment in the fiscal year 2018. The LTIP is designed to align the long-term interests of management board members and other key employees of the 1&1 Versatel Group (Business Access segment) with the interests of the company, in order to raise the equity value of the company (1&1 Versatel GmbH) and other companies of the 1&1 Versatel Group.

The plan entitles the beneficiaries to participate in a specified share of any increase in value of the 1&1 Versatel Group. Within the LTIP plan, qualifying employees in the Business Access segment are allocated stock appreciation rights.

Vesting is on a straight-line basis over a period of six years (beginning with the date of issue), or until the occurrence of an event defined in the LTIP plan conditions (trigger event), and provided that the employee concerned has not resigned by the end of each year or by the occurrence of a trigger event. The LTIP entitlement arises as soon as the full term of the LTIP contract ends (i.e., after six years) or an event as defined by the LTIP plan conditions occurs. After six years or on occurrence of a trigger event the respective LTIP entitlement becomes due.

The LTIP entitlement is calculated as the difference between the final value and the individual starting value (in each case based on the enterprise value at the time in question), which is multiplied by the respective stock appreciation right and a dilution factor.

The recognition of expenses per participant is on a straight-line basis over the period ending with the expiry of the respective LTIP contract, provided no trigger event occurs. In the event of an (imminent) trigger event, expenses are recognized in full up to the (expected) occurrence of the trigger event. As no trigger event is currently expected, this variant is not considered in the measurement of claims. This assessment is reviewed at each reporting date. Based on the current estimates, a total period of six years is assumed in each case.

The entitlements under the LTIP plan can be settled in the form of shares or cash. In the case of settlement in the form of shares, rights may be settled by the provision of shares or options to acquire shares. As there is no current obligation for cash settlement, the plan is carried as equity-settled.

The fair value of the issued options as at the grant date is determined using an option pricing model (Black-Scholes model) in accordance with IFRS 2.

The volatility used to determine fair value was calculated using the weighted average price fluctuations of the Versatel peer group over the last 180 days (1/3 weighting) and the last 360 days (2/3 weighting), respectively.

The Long Term Incentive Plan Versatel has the following effects as of the balance sheet date:

The changes in the virtual stock options granted and outstanding are shown in the following table:

37.5  Stock Appreciation Rights Drillisch (SAR 1&1)

The Stock Appreciation Rights Drillisch (SAR Drillisch) plan introduced in the first half of 2018 existed until April 17, 2020. It was aimed at management board members, executives and employees in key positions and based on virtual stock options of 1&1 AG (formerly 1&1 Drillisch AG).

The old SAR Drillisch plan was canceled during the course of fiscal year 2020. At the time of cancellation, 77,400 stock options were outstanding and replaced by new equity instruments.

A new plan was introduced on April 17, 2020. The new employee stock ownership model, the so-called Stock Appreciation Rights Drillisch (SAR Drillisch), is aimed at the group of management board members, executives and employees in key positions and based on virtual stock options of 1&1 AG. According to the current conditions, an SAR Drillisch is the commitment of 1&1 AG (or one of its subsidiaries), to pay the option beneficiary a consideration equivalent to the difference between the share price on the date of granting (strike price) and the share price on exercising the option. The exercise hurdle is 120% of the strike price. The strike price is the average closing price for the company share in electronic trading (Xetra) of the Frankfurt Stock Exchange over the ten days preceding issuance of the o ption. Payment of value growth to the entitled person is capped at 100% of the calculated share price (strike price). In 2024, an additional issue (second issue) of SARs was made for existing participants. In the second issue, the payout amount of the first issue was offset against the second issue for one participant, in deviation from the previous issues. In 2025, five additional SAR issues (second issues) were made for existing participants, as well as two new SAR issues for new participants. As part of the additional issues (second issues), the payment amount from the initial issue was offset against the second issue for each participant.

An SAR corresponds to a virtual subscription right for one share of 1&1 AG. However, it is not a share right and thus not a (genuine) option to acquire shares of 1&1 AG. The beneficiaries are not entitled to a possible dividend payment by the company. As a rule, settlement is in cash. Nevertheless, 1&1 AG retains the right to fulfill its commitment (or the commitment of a subsidiary) to pay the SAR in cash by also transferring 1&1 AG shares from its stock of treasury shares to the beneficiary, at its own discretion. As there is currently no obligation to settle in cash from the Group’s perspective, these obligations are recognized as equity-settled transactions.

Those entitled to exercise options have an exercise window of 10 days. This begins on the 3rd day after the annual shareholders' meeting or after publication of the 9-month report. Up to 25% of the option right may be converted at the earliest 24 months after the date of issue of the option; up to 50% at the earliest 36 months after the date of issue of the option. A total of up to 75% may be exercised at the earliest 48 months after the date of issue of the option; the full amount may be exercised at the earliest 60 months after the date of issue of the option, provided that the beneficiary concerned has not given notice of termination at the end of each year. The SARs have a basic term of six years, so that after this period all unexercised SARs lapse without compensation. Tranches that are not exercised during the available exercise window can be exercised during the next regular exercise window for the tranche. Beyond this, no further conditions have to be met for the SARs to be successfully awarded.

Using an option pricing model (Black-Scholes model / Monte Carlo simulation) in accordance with IFRS 2, the fair value as at the grant date of the options issued was calculated as follows:

The volatility used to determine the fair value was calculated as a weighted average on the basis of the historical volatility for the last 6 (1/3 weighting) and 12 months (2/3 weighting) prior to the measurement date, respectively. The strike price is calculated on the basis of the average share price of the last 10 days prior to the issuance date.

The capped payout per SAR was reflected by deducting the value of an option valuation at twice the strike price. With regard to the exercise windows of the SARs, the option valuation assumed the earliest possible exercise. As the SARs have no dividend entitlement, a dividend yield based on the dividend for the respective fiscal year and the share price of 1&1 AG as at the reporting date was taken into account when measuring the SARs in accordance with IFRS 2.B34.

A Monte Carlo simulation was used to calculate the fair value of the secondary issues in order to illustrate the offsetting of the payout amount between the old tranche and the second tranche for selected participants. With regard to the exercise windows, the earliest possible exercise was assumed for the simulation. Moreover, both the capped payout per SAR and the respective exercise hurdles per tranche were taken into account. In accordance with IFRS 2.B34, a dividend yield based on the dividend for the respective fiscal year and the 1&1 AG share price as at the reporting date was taken into account when measuring the SARs.

The SAR Drillisch plan has the following effects:

The changes in the virtual stock options granted and outstanding are shown in the following table:

37.6  Long Term Incentive Plan Portal (LTIP Consumer Application)

An additional employee stock ownership plan (LTIP Portal) was introduced by 1&1 Mail & Media Applications SE in the fiscal year 2019. The LTIP is designed to attract and retain skilled employees as well as to align the long-term interests of management board members, executives, and other key employees of the group with the interests of the company, in order to raise the equity value of the company (1&1 Mail & Media Applications SE) and other companies of the group.

The plan entitles the beneficiaries to participate in a certain proportion of the increase in value of the 1&1 Mail & Media Group. Within the LTIP plan, qualifying employees are allocated stock appreciation rights.

Vesting is on a straight-line basis over an individually defined period (four to six years, beginning with the date of issue), or until the occurrence of a special event defined in the LTIP plan conditions (trigger event), and provided that the employee concerned has not resigned by the end of each year or by the occurrence of a trigger event. The LTIP entitlement arises as soon as the full term of the LTIP contract or a trigger event occurs.

The recognition of expenses per participant is on a straight-line basis over the period ending with the expiry of the respective LTIP contract, provided no trigger event occurs. In the event of an (imminent) trigger event, expenses are recognized in full up to the (expected) occurrence of the trigger event. As no trigger event is currently expected, this variant is not considered in the measurement of claims. This assessment is reviewed at each reporting date. Based on the current estimates, a total period of four to six years is assumed (depending on the individual agreement).

The entitlements under the LTIP plan can be settled in the form of shares or cash. In the case of settlement in the form of shares, rights may be settled by the provision of shares in the company, provided they are traded on a stock exchange in the meantime, or shares in another company listed on a stock exchange, or the corresponding options to acquire shares. As there is no current obligation for cash settlement, the plan is carried as equity-settled.

The fair value of the issued options as at the grant date is determined using an option pricing model (Black-Scholes model) in accordance with IFRS 2.

The volatility used to determine fair value was calculated using the weighted average price fluctuations of the Portal peer group over the last 180 days (1/3 weighting) and the last 360 days (2/3 weighting), respectively.

The LTIP Consumer Application has the following effects:

The changes in the virtual stock options granted and outstanding are shown in the following table:

38.  Capital stock

As of December 31, 2025, the fully paid-in capital stock amounted to € 192,000,000 (prior year: € 192,000,000) divided into 192,000,000 registered no-par shares with a theoretical share in the capital stock of € 1.00 each.

Authorized Capital

The Management Board is authorized, subject to the approval of the Supervisory Board, to increase the capital stock in the period ending August 31, 2026, by a maximum of € 75,000,000.00 by issuing on one or more occasions new no-par shares for cash and/or non-cash contributions (Authorized Capital 2023). In the case of cash contributions, the new shares may – at the option of the Management Board – also be underwritten, subject to the approval of the Supervisory Board, by one or several credit institutions and/or any other company fulfilling the requirements of section 186 (5) sentence 1 AktG subject to the obligation to offer the shares only to the shareholders for subscription (indirect subscription rights).

Shareholders are to be granted subscription rights with the following restrictions. The Management Board is authorized, subject to the approval of the Supervisory Board, to exclude the right to subscribe in the case of fractional amounts and also to exclude subscription rights to the extent that this should be necessary in order to grant subscription rights for new shares to bearers of warrants and convertible bonds issued by the Company or its subsidiaries in the amount to which they would be entitled on exercise of their warrant or conversion rights or fulfillment of their conversion obligation.

Furthermore, in the event of a capital increase in return for cash contributions, the Management Board is authorized to exclude, subject to the approval of the Supervisory Board, shareholders’ subscription rights for an amount of up to 10% of the capital stock existing at the time Authorized Capital 2023 becomes effective or – if this amount is lower – at the time the resolution to use Authorized Capital 2023 is adopted if the new shares are issued at an issuance price which is not substantially below the market price of those Company shares already listed at the time of the final determination of the issuance price, which is to be as near in time as possible to the share issue date. This maximum amount includes any shares that are issued or to be issued under bonds with warrants or convertible bonds provided that the bonds are issued during the term of this authorization in analogous application of section 186 (3) sentence 4 AktG with subscription rights excluded; also, the amount must take into account any shares that are issued or sold during the term of this authorization pursuant to or in analogous application of section 186 (3) sentence 4 AktG.

The Management Board is further authorized, subject to the approval of the Supervisory Board, to exclude shareholders’ subscription rights in the case of capital increases in return for non-cash contribution in order to grant shares for the purpose of acquiring companies, parts of companies, interests in companies or other assets, including rights and receivables, or as part of business combinations.

The above mentioned authorizations to exclude subscription rights are limited in total to an amount of up to 20% of the capital stock existing at the time Authorized Capital 2023 becomes effective or – if this amount is lower – at the time the resolution to use Authorized Capital 2023 is adopted. This maximum amount of 20% of the capital stock includes the proportionate share of capital stock attributable to shares that are subject to conversion and/or warrant rights or conversion obligations under bonds that are issued with warrant and/or conversion rights or conversion obligations during the term of this authorization with subscription rights excluded, as well as the proportionate share of capital stock attributable to treasury shares sold or used during the term of this authorization in a manner other than via the stock exchange or by means of an offer to all shareholders.

The Management Board is further authorized, subject to the approval of the Supervisory Board, to determine the further details of the capital increase and its execution.

Conditional Capital

The capital stock is conditionally increased by up to € 18,500,000.00, divided into up to 18,500,000 new no-par value registered shares (Conditional Capital 2023). The conditional capital increase will only be implemented to the extent that the bearers or holders of warrant rights or conversion rights or obligations under bonds with warrants or convertible bonds that have been issued or guaranteed by the Company or any of the Company’s subordinated Group companies in the period ending August 31, 2026, on the basis of the Management Board’s authorization resolved by the Annual Shareholders’ Meeting of May 17, 2023, exercise their warrant or conversion rights or, to the extent that they are obligated to convert their bonds, fulfill their obligation, or to the extent that the Company exercises a right to grant shares in the Company, instead of paying the cash amount due (or parts thereof), and to the extent that cash compensation is not granted or treasury shares or shares in another listed company are not used to service bonds. The new shares will be issued at the warrant or conversion price to be determined in accordance with the above authorizing resolution. The new shares will participate in profits from the beginning of the fiscal year in which they are created; to the extent that it is legally permissible, the Management Board may determine, subject to the approval of the Supervisory Board, the profit participation of new shares and, notwithstanding section 60 (2) AktG, also for a fiscal year already expired.

The Management Board is authorized, subject to the approval of the Supervisory Board, to determine the further details concerning the execution of the conditional capital increase.

Interim dividend

The Annual Shareholders’ Meeting of May 20, 2020 created the option of paying an interim dividend with a corresponding amendment to section 21 of the Articles of Association.

39.  Reserves

As of December 31, 2025, capital reserves amounted to € 2,240m (prior year: € 2,199m).

The accumulated result includes the past results of consolidated companies, less amounts for dividends payouts, as well as other comprehensive income from the measurement of investments for which the irrevocable option to present fair value changes through other comprehensive income has been selected.

At the end of the reporting period, the revaluation reserve attributable to shareholders of United Internet AG consisted of the following items:

Translation differences from the annual financial statements of foreign subsidiaries without an effect on profit or loss are recognized in the currency translation adjustment.

An overview of the composition and changes in the reserves described above for the fiscal years 2025 and 2024 is provided in the Statement of Changes in Shareholders’ Equity.

40.  Treasury shares

The Annual Shareholders' Meeting of May 17, 2023 authorized the Management Board pursuant to section 71 (1) number 8 AktG and subject to the approval of the Supervisory Board, to acquire treasury shares for every permissible purpose, within the scope of legal restrictions and subject to the provisions set out under agenda item 11, during the period up to August 31, 2026. The authorization is limited to a total share of 10% of the capital stock existing at the time the Annual Shareholders’ Meeting adopted the resolution or – if this amount is lower – at the time the authorization is exercised. As of the balance sheet date, a total of 19,162,689 treasury shares were held.

Treasury shares may be acquired via the stock exchange or by means of a public purchase offer made to all shareholders or through a public request made to all shareholders to submit sales offers or by granting tender rights to the shareholders.

The Management Board is also authorized, in addition to a sale via the stock exchange or a use in another manner that complies with the principle of equal treatment of all shareholders, to use treasury shares for the following purposes:

• As (partial) consideration in connection with the acquisition of companies or interests in companies or parts of companies or in connection with business combinations.


• To float shares of the Company on foreign stock exchanges on which they were previously not admitted to trading.


• To grant shares of the Company to current and former members of the Management Board and employees of the Company as well as to current and former members of the management boards or, as the case may be, boards of directors and employees of affiliates of the Company within the meaning of sections 15 et seqq. AktG in fulfillment of claims under virtual share participation programs. To the extent members of the Company’s Management Board are to be granted shares, the Company’s Supervisory Board decides thereon.

Shareholders’ statutory subscription rights with regard to these treasury shares are excluded in accordance with sections 71 (1) no. 8 and 186 (3) and (4) AktG to the extent that these shares are used pursuant to the above authorizations. Furthermore, the Managing Board is authorized to exclude shareholders’ subscription rights for fractional shares if treasury shares are sold by means of an offer to all shareholders.

The authorization may not be used for the purpose of trading with treasury shares.

As in the previous year, the Group did not purchase any treasury shares in the fiscal year 2025.

As of the balance sheet date, a total of 19,162,689 treasury shares were held (prior year: 19,162,689).

Treasury shares reduce equity and have no dividend entitlement.

41.  Non-controlling interests

Non-controlling interests developed as follows: