2.2  Business development

Use and definition of relevant financial performance measures

In order to ensure the clear and transparent presentation of United Internet’s business trend, the Group’s Annual Financial Statements and Interim Financial Statements include key financial performance measures – in addition to the disclosures required by International Financial Reporting Standards (IFRS) – such as EBITDA, the EBITDA margin, EBIT, the EBIT margin, and free cash flow.

United Internet defines these measures as follows:

  • EBIT: Earnings before interest and taxes represents the operating result disclosed in the statement of comprehensive income.
  • EBIT margin: Presents the ratio of EBIT to sales.
  • EBITDA: Earnings before interest, taxes, depreciation, and amortization are calculated as EBIT/operating result plus the depreciation and amortization (disclosed in the Consolidated Financial Statements) of intangible assets and property, plant, and equipment, as well as assets capitalized in the course of company acquisitions less any depreciation included therein from discontinued operations..
  • EBITDA margin: Presents the ratio of EBITDA to sales.
  • Cash flow before changes in balance sheet items (subtotal) : Cash flow before changes in balance sheet items is derived from net income, adjusted for non-cash effects. These include depreciation and amortization, result from associated companies, deferred taxes, and interest and financing expenses. This subtotal represents the cash inflow from operating activities before changes in working capital and other balance sheet items are taken into account.
  • Free cash flow: Calculated as cash flow from operating activities (disclosed in the consolidated financial statement), less capital expenditure for intangible assets and property, plant, and equipment, plus payments from the disposal of intangible assets and property, plant, and equipment.
  • Free cash flow after leases: Free cash flow after leases is calculated as free cash flow less the repayment portion of lease liabilities, which have been included in cash flow from financing activities since the fiscal year 2019 (IFRS 16).
  • Capex : Capex represents total recognized expenses for investments in intangible assets and property, plant, and equipment (capital expenditures).
  • Cash capex: Cash capex is the sum of cash outflows for investments in intangible assets and property, plant and equipment (capital expenditures).

Insofar as necessary for a clear and transparent presentation, these indicators are adjusted for special items and disclosed as “key operating figures” (e.g., operating EBITDA, operating EBIT, and operating EPS). A reconciliation of EBITDA, EBIT, EBT, net income, and EPS (according to the consolidated statement of comprehensive income) with figures adjusted for special items can be found in chapter 2.3 “Position of the Group”.

Such special items usually refer solely to those effects capable of restricting the validity of the key financial performance measures with regard to the Group’s financial and earnings performance – due to their nature, frequency, and/or magnitude. All special items are presented and explained for the purpose of reconciliation from the unadjusted key financial figures to the key operating figures in the relevant section of the financial statements.

By contrast, expenses for the rollout of the 1&1 mobile network or start-up costs for new business fields of 1&1 Versatel are not adjusted but disclosed – should there be any – in the respective sections.

Currency-adjusted sales and earnings figures are calculated by converting sales and earnings figures with the average exchange rates of the comparative period, instead of the current period.

The most important key financial figures for managing the Group are sales and operating EBITDA according to IFRS.

Special items in fiscal year 2025

Termination / sale of “Energy” and “De-Mail” business fields

Following a thorough review, the Management Board and Supervisory Board decided in March 2024 to discontinue the “Energy” and “De-Mail” business fields in the Consumer Applications segment.

Since the first quarter of 2024, United Internet has therefore reported the sales and earnings contributions of these two business fields separately in its management reporting, both in the Consumer Applications segment and at Group level, and adjusts its current key operating figures and the comparative figures for previous periods by these amounts. Customer contract figures are correspondingly also presented adjusted. By contrast, the key financial figures for 2021-2022 remained unchanged in the multi-period overviews.

As the “De-Mail” business field was already discontinued as of year-end 2024, there was only a sales and earnings contribution in the fiscal year 2025 from the “Energy” business field sold in mid-October 2025, which is reported separately and adjusted. In the fiscal year 2025, this amounted to sales of € 16.1 million and EBITDA and EBIT of € +7.8 million (net incl. sale proceeds). By comparison: in the fiscal year 2024, the adjusted sales and earnings contributions from “Energy” and “De-Mail” amounted to sales of € 26.2 million, EBITDA of € -0.7 million, and EBIT of € -0.9 million.

Federal Fiscal Court ruling in favor of United Internet

In a court ruling of July 2025, the German Federal Fiscal Court ruled in favor of United Internet in a legal dispute between United Internet and the relevant tax authority regarding corporate income tax for 2008.

The decision resulted in a tax refund and an associated interest refund in fiscal year 2025, most of which have already been reimbursed. The tax refund amounted to € 37.4 million, of which € 8.5 million had already been recognized in previous years as receivables from the tax authorities, resulting in net tax income of € 28.9 million. The interest refund (including costs) amounted to € 34.9 million, of which € 4.7 million had already been recognized in previous years as receivables from the tax authorities, resulting in net interest income of € 30.2 million. In light of these non-recurring special tax and interest effects, United Internet has adjusted its current operating figures in the Group Management Report to reflect these amounts.

IONOS offers Sedo for sale and accounts for the company in accordance with IFRS 5

In September 2025, the United Internet subsidiary IONOS Group SE decided to sell Sedo GmbH, including its subsidiaries (“Sedo”), and thus the IONOS business field “AdTech” (formerly: “Aftermarket”). By selling the company, the IONOS Group’s management team aims to focus fully on its core business fields “Web Presence & Productivity” and “Cloud Solutions”.

Sedo has recently shifted its focus away from the secondary market for the use and trading of domains and toward becoming a platform for traffic monetization, thereby becoming part of the digital advertising market. As a result, Sedo’s activities have moved further away from the core IONOS business fields. The planned ownership change will enable Sedo to leverage the numerous opportunities offered by the AdTech business more fully and to continue its positive development.

Due to its size and importance (unlike the undersized and insignificant “Energy” business field), the decision to sell Sedo means that it will be reported as a discontinued operation in accordance with IFRS 5. The current figures for fiscal 2025 and the prior-year figures in the Income Statement for IONOS Group SE and United Internet AG have been adjusted accordingly. The revenues and expenses of the discontinued operation are no longer included in the respective Income Statement items. The discontinued operation is presented separately with its net income for the period after taxes. The effects on the Cash Flow Statement as of December 31, 2025 and December 31, 2024, are reported separately in the Notes to the Consolidated Financial Statements (Note 16). The effects on the Balance Sheet as of December 31, 2025 are presented separately within the Balance Sheet. By contrast, the Balance Sheet as of December 31, 2024 is to be presented unchanged.

For further information, please refer to note 16 of the Notes to the Consolidated Financial Statements

Actual and forecast development 2025

Forecast development

In an ad-hoc announcement on March 25, 2025, United Internet published its guidance for the fiscal year 2025 and updated, or adjusted, it during the year as follows:

Forecast 2025 (1)

Revenues

approx. € 6.4 billion

approx. € 6.45 billion

approx. € 6.05 billion

EBITDA

approx. € 1.35 billion

approx. € 1.35 billion

approx. € 1.30 billion

Forecast 2025 (March 2025)

Specification (May 2025)

Adjustment (2) (November 2025)

(1) Without consideration of the “Energy” business field

(2) Adjustment for the revenue and earnings contributions from Sedo previously included in the forecast as a result of Sedo being accounted for as a discontinued operation in accordance with IFRS 5

Actual development

Without consideration of the “Energy” business field in 2025, as well as “Energy” and “De-Mail” in 2024, the key performance indicators (KPIs) sales and operating EBITDA from continued operations developed as follows:

  • In the fiscal year 2025, consolidated sales rose by 1.9%, from € 5.991 billion (comparable prior-year figure) to € 6.104 billion and thus surpassed the sales forecast of November 2025 (approx. € 6.05 billion).
  • Operating EBITDA for the Group improved by 2.4% in the fiscal year 2025, from € 1.252 billion (comparable prior-year figure) to € 1.282 billion and was thus within the target corridor of the EBITDA forecast issued in November 2025 (approx. € 1.30 billion).

Summary: actual and forecast development of business in 2025 (1)

Revenues

approx.

6.4 billion

approx. € 6.45 billion

approx. € 6.05 billion

6.104 billion

EBITDA

approx. € 1.35 billion

approx. € 1.35 billion

approx. € 1.30 billion

1.282 billion

Forecast 2025 (March 2025)

Specification (May 2025)

Adjustment (2) (November 2025)

Actual 2025

(1) Without consideration of the “Energy” business field

(2) Adjustment for the revenue and earnings contributions from Sedo previously included in the forecast as a result of Sedo being accounted for as a discontinued operation in accordance with IFRS 5

The net loss of United Internet AG (parent company) for the fiscal year 2025 amounted to € -260.8 million and was thus well below the 2025 forecast (subject to special items) of a balanced result for the year. This was primarily due to the intra-group sale of United Internet Management Holding and its subsidiary 1&1 Versatel to 1&1 (with economic effect as of the end of November 30, 2025), which led to a non-scheduled impairment loss on the investment in 1&1 Versatel amounting to € 246.1 million at the level of United Internet Management Holding and a corresponding loss assumption obligation of United Internet in connection with the profit and loss transfer agreement . In addition, there was a non-scheduled writedown on the investment in Kublai amounting to € 37.2 million.

Adjusted for these non-scheduled factors, the annual result of the parent company for 2025 was within the target corridor of the forecast for the parent company.

Development of divisions and segments

The Group’s operating activities are divided into the business divisions Access and Applications, which in turn are divided into the segments Consumer Access and Business Access, as well as Consumer Applications and Business Applications.

Details on the business models of the individual segments are presented in chapter 1.1 “Business model”.

Consumer Access segment

In addition to the operation and expansion of the 1&1 mobile network and customer migration to its own network, the Consumer Access segment focused on adding further valuable mobile internet contracts in the fiscal year 2025, while a decline in broadband connections was expected.

There was a corresponding fall in the total number of fee-based contracts in the Consumer Access segment of 70,000 to 16.32 million contracts in the fiscal year 2025. As expected, the growth in mobile internet contracts of 40,000 was offset by a decrease in broadband contracts of 110,000.

Development of Consumer Access contracts in the fiscal year 2025

Consumer Access, total contracts

16.32

16.39

- 0.07

thereof Mobile Internet

12.48

12.44

+ 0.04

thereof broadband connections

3.84

3.95

- 0.11

in million

Dec. 31, 2025

Dec. 31, 2024

Change

Development of Consumer Access contracts in the fourth quarter of 2025

Consumer Access, total contracts

16.32

16.34

- 0.02

thereof Mobile Internet

12.48

12.48

0.00

thereof broadband connections

3.84

3.86

- 0.02

in million

Dec. 31, 2025

Sept. 30, 2025

Change

Sales of the Consumer Access segment rose by 0.8% in the fiscal year 2025, from € 4,064.3 million in the previous year to € 4,095.9 million. High-margin service revenues – which represent the core business of the segment and were impacted by the decline in broadband connections rose slightly by 0.1% from € 3,303.1 million in the previous year to € 3,306.6 million in the fiscal year 2025. At € 789.3 million, low-margin hardware sales were 3.7% up on the previous year (€ 761.2 million). The hardware business is subject to seasonal fluctuations and also depends on the appeal of new devices and the model cycles of manufacturers.

Segment EBITDA fell to € 521.5 million (prior year: € 590.8 million). Expenses for the rollout of the 1&1 mobile network included in this figure were unchanged from the previous year at € -265.3 million. The decline in EBITDA is mainly due to higher advance service costs resulting from slower growth of Vodafone’s network than anticipated by 1&1 (and thus higher costs for 1&1 due to the capacity model underlying the national roaming agreement), as well as the switch from Telefónica to Vodafone as the national roaming provider. In the case of the national roaming agreement with Vodafone, the capacities used by 1&1 are recognized fully in EBITDA, whereas in the national roaming agreement with Telefónica, they were partially capitalized and depreciated in scheduled amounts.

Due to these expenses and increased depreciation for investments in the establishment of the 1&1 mobile network, there was a year-on-year decrease in segment EBIT to € 219.5 million (prior year: € 309.4 million).

The EBITDA margin decreased from 14.5% to 12.7% and the EBIT margin from 7.6% auf 5.4%.

The number of employees in this segment decreased by 6.3% to 3,063 (prior year: 3,268). For further information, please refer to the “Personnel report”.

Key sales and earnings figures in the Consumer Access segment (in € million)

Grafik 4

(1) Mainly hardware sales

(2) Including out-of-period expenses for network expansion from 2022 and 2023 (EBITDA and EBIT effect: € -14.3 million)

Quarterly development ; change over prior-year quarter (1)

Sales

1,018.5

987.9

1,009.8

1,079.7

1,047.1

+ 3.1%

thereof service sales

821.9

824.6

832.8

827.3

824.4

+ 0.4%

thereof other sales (2)

196.6

163.3

177.0

252.4

222.7

+ 13.3%

EBITDA

155.9

128.0

125.9

111.7

127.8

- 12.6%

EBIT

73.2

44.9

57.3

44.1

21.9

+ 101.4%

in € million

Q1 2025

Q2 2025

Q3 2025

Q4 2025

Q4 2024

Change

(1) Unaudited; see note ”Unaudited sections“ at the beginning of the management report

(2) Mainly hardware sales

Multi-period overview : Development of key sales and earnings figures

Sales

3,909.7

3,963.7

4,096.7

4,064.3

4,095.9

thereof service sales

3,123.4

3,175.4

3,243.2

3,303.1

3,306.6

thereof other sales (2)

786.3

788.3

853.5

761.2

789.3

EBITDA

671.9 (2)

693.3

653.8

590.8 (3)

521.5

EBITDA margin

17.2%

17.5%

16.0%

14.5%

12.7%

EBIT

507.3 (2)

534.9

455.8

309.4 (3)

219.5

EBIT margin

13.0%

13.5%

11.1%

7.6%

5.4%

in € million

2021

2022

2023

2024

2025

(1) Mainly hardware sales

(2) Excluding an out-of-period positive effect on earnings attributable to the second half of 2020 (EBITDA and EBIT effect: € +39.4 million)

(3) Including out-of-period expenses for network expansion from 2022 and 2023 (EBITDA and EBIT effect: € -14.3 million)

Business Access segment

Besides its operating business, the key topics in the Business Access segment in the fiscal year 2025 were the expansion of the fiber-optic network and the connection of additional locations.

Sales of the Business Access segment rose by 2.1% in the fiscal year 2025, from € 574.9 million in the previous year to € 586.7 million.

Segment EBITDA improved by 1.3% from € 165.1 million to € 167.2 million. The EBITDA margin fell slightly from 28.7% to 28.5%.

In the new “5G” business field, 1&1 Versatel is setting up data centers and fiber-optic connections for the antenna locations of 1&1’s mobile network and providing them to 1&1 on a rental basis as part of an intercompany agreement. In the other new business field “Expansion of business parks”, 1&1 Versatel uses newly constructed regional expansion clusters to provide fiber-optic connections for companies in business parks. In the fiscal year 2025, total start-up costs for the new business fields amounted to € -15.4 million (prior year: € -21.6 million) for EBITDA and € -131.2 million (prior year:€ -117.4 million) for EBIT.

As a result of increased depreciation for the associated investments in network infrastructure, segment EBIT decreased from € -78.6 million in the previous year to € -100.5 million.

The number of employees in this segment decreased by 1.2% in 2025 to 1,615 (prior year: 1,635).

Key sales and earnings figures in the Business Access segment (in € million)

Grafik 6

Quarterly development ; change over prior-year quarter (1)

Sales

144.0

143.3

148.1

151.3

144.2

+ 4.9%

EBITDA

36.6

43.8

42.7

44.1

44.5

- 0.9%

EBIT

–27.7

–21.3

–23.8

–27.7

–21.3

in € million

Q1 2025

Q2 2025

Q3 2025

Q4 2025

Q4 2024

Change

(1) Unaudited; see note ”Unaudited sections“ at the beginning of the management report

Multi-period overview : Development of key sales and earnings figures

Sales

514.4

543.4

564.0

574.9

586.7

EBITDA

158.8

154.1

162.9

165.1

167.2

EBITDA margin

30.9%

28.4%

28.9%

28.7%

28.5%

EBIT

–22.9

–39.5

–51.5

–78.6

–100.5

EBIT margin

-

-

-

-

-

in € million

2021

2022

2023

2024

2025

Consumer Applications segment

As already mentioned in chapter 2.2 “Business development” under “Special items in fiscal year 2025”, the Management Board and Supervisory Board decided in March 2024 to discontinue the “Energy” and “De-Mail” business fields in the Consumer Applications segment. The key figures for 2023, 2024, and 2025 presented below have been adjusted accordingly. The key financial figures for 2021 and 2022 in the multi-period overviews, however, remain unchanged.

After the “De-Mail” business field was already discontinued as of the balance sheet date December 31, 2024, the “Energy” business field was sold in mid-October 2025.

The key topics of the Consumer Applications segment in 2025 were the further development of data-driven business models and the expansion of customer relationships.

The number of pay accounts (fee-based contracts) in the Consumer Applications segment rose by 310,000 to 3.35 million in the fiscal year 2025. At 38.68 million, however, ad-financed free accounts were 250,000 down on December 31, 2024 (38.93 million) due to the high conversion to fee-based contracts . The total number of accounts rose by 60,000 to 42.03 million.

Development of Consumer Applications accounts in the fiscal year 2025

Consumer Applications, total accounts

42.03

41.97

+ 0.06

thereof with Premium Mail subscription (contracts)

2.46

2.22

+ 0.24

thereof with Value-Added subscription (contracts)

0.89

0.82 (1)

+ 0.07

thereof free accounts

38.68

38.93

- 0.25

in million

Dec. 31, 2025

Dec. 31, 2024

Change

Development of Consumer Applications accounts in the fourth quarter of 2025

Consumer Applications, total accounts

42.03

41.73

+ 0.30

thereof with Premium Mail subscription (contracts)

2.46

2.39

+ 0.07

thereof with Value-Added subscription (contracts)

0.89

0.87 (1)

+ 0.02

thereof free accounts

38.68

38.47

+ 0.21

in million

Dec. 31, 2025

Sept. 30, 2025

Change

(1) Contract figures as of September 30, 2025 and as of December 31, 2024 excluding 0.02 million Energy contracts (value-added subscription)

Despite the overall weakness of the German display advertising market, advertising revenues increased significantly. Together with persistently strong growth in pay contracts, this led to a significant increase in sales and earnings in the fiscal year 2025.

Adjusted for sales of € 26.2 million from “Energy” and “De-Mail” in the prior-year period and € 16.1 million from “Energy” in the fiscal year 2025, sales of the Consumer Applications segment rose by 8.1%, from € 298.3 million to € 322.6 million.

Adjusted for earnings contributions from “Energy” and “De-Mail” of € -0.7 million (EBITDA) and € -0.9 million (EBIT) in the prior-year period and € +7.8 million (EBITDA and EBIT, each net incl. proceeds from the sale of the business field in mid-October 2025) from “Energy” in the fiscal year 2025, operating segment EBITDA of € 123.1 million was 8.7% up on the previous year (€ 113.2 million). Due to slightly higher depreciation and amortization, the year-on-year increase in operating segment EBIT was slightly weaker at 8.0% to € 111.9 million (prior year: € 103.6 million).

Correspondingly, the operating EBITDA margin rose slightly from 37.9% to 38.2%, while the operating EBIT margin was unchanged at 34.7%.

The number of employees in this segment decreased by 0.5% in 2025 to 1,089 (prior year: 1,095).

Key sales and earnings figures in the Consumer Applications segment (in € million)

Grafik 1

(1) Excluding the sales and earnings contribution from Energy (sales contribution: € 16.1 million, EBITDA contribution: € +7.8 million net including sales proceeds, EBIT contribution: € +7.8 million net, including sales proceeds)

(2) Excluding the sales and earnings contributions from Energy and De-Mail (sales contribution: € 26.2 million, EBITDA contribution: € -0.7 million, EBIT contribution: € -0.9 million)

Quarterly development ; change over prior-year quarter (1)

Sales

73.7

75.2

80.8

92.9

80.7

+ 15.1%

EBITDA

25.4

28.5

29.0

40.2

34.3

+ 17.2%

EBIT

22.4

25.8

26.3

37.4

31.9

+ 17.2%

in € million

Q1 2025 (2)

Q2 2025 (2)

Q3 2025 (2)

Q4 2025 (2)

Q4 2024 (3)

Change

(1) Unaudited; see note ”Unaudited sections“ at the beginning of the management report

(2) Excluding the sales and earnings contribution from Energy (sales contribution: € 5.9 million, EBITDA contribution: € +0.2 million, EBIT contribution: € +0.2 million in Q1 2025; sales contribution: € 5.3 million, EBITDA contribution: € +1.0 million, EBIT contribution: € +1.0 million in Q2 2025; sales contribution: € 4.9 million, EBITDA contribution: € +0.7 million, EBIT contribution: € +0.7 million in Q3 2025; sales contribution: € 0.0 million, EBITDA contribution: € +5.9 million net including sales proceeds, EBIT contribution: € +5.9 million net including sales proceeds in Q4 2025)

(3) Excluding the sales and earnings contributions from Energy and De-Mail (sales contribution: € 6.3 million, EBITDA contribution: € -0.5 million, EBIT contribution: € -0.6 million in Q4 2024)

Multi-period overview : Development of key sales and earnings figures

Sales

285.2

288.6

277.0 (3)

298.3 (4)

322.6 (5)

EBITDA

102.4 (1)

104.4 (2)

106.2 (3)

113.2 (4)

123.1 (5)

EBITDA margin

35.9%

36.2%

38.3%

37.9%

38.2%

EBIT

93.3 (1)

94.6 (2)

96.6 (3)

103.6 (4)

111.9 (5)

EBIT margin

32.7%

32.8%

34.9%

34.7%

34.7%

in € million

2021

2022

2023

2024

2025

(1) Excluding a non-cash valuation effect from derivatives (EBITDA and EBIT effect: € +4.9 million) as well as the intra-group sale of the AWIN AG stake (EBITDA and EBIT effect: € +50.1 million)

(2) Excluding a non-cash valuation effect from derivatives (EBITDA and EBIT effect: € -0.5 million)

(3) Excluding the sales and earnings contributions from Energy and De-Mail (sales contribution: € 27.3 million, EBITDA contribution: € -2.7 million, EBIT contribution: € -2.8 million)

(4) Excluding the sales and earnings contributions from Energy and De-Mail (sales contribution: € 26.2 million, EBITDA contribution: € -0.7 million, EBIT contribution: € -0.9 million)

(5) Excluding the sales and earnings contribution from Energy (sales contribution: € 16.1 million, EBITDA contribution: € +7.8 million net including sales proceeds, EBIT contribution: € +7.8 million net, including sales proceeds)

Business Applications segment

In 2025, the Business Applications segment focused on upselling and cross-selling measures for existing customers and on acquiring new customer relationships.

In total, the number of fee-based Business Applications contracts rose by 460,000 to 10.05 million contracts in the fiscal year 2025. This growth resulted from 170,000 contracts in Germany and 290,000 contracts abroad.

Development of Business Applications contracts in the fiscal year 2025

Business Applications, total contracts

10.05

9.59

+ 0.46

thereof in Germany

4.80

4.63

+ 0.17

thereof abroad

5.25

4.96

+ 0.29

in million

Dec. 31, 2025

Dec. 31, 2024

Change

Development of Business Applications contracts in the fourth quarter of 2025

Business Applications, total contracts

10.05

9.90

+ 0.15

thereof in Germany

4.80

4.75

+ 0.05

thereof abroad

5.25

5.15

+ 0.10

in million

Dec. 31, 2025

Sept. 30, 2025

Change

Following the decision to sell Sedo (IONOS business field “AdTech”), Sedo is now accounted for as a discontinued operation in accordance with IFRS 5 and no longer disclosed in the sales and earnings figures of the “Business Applications” segment, but separately under discontinued operations with its net income for the period after taxes. Sales and earnings figures for the previous year have been adjusted accordingly. For further information, please refer to chapter 2.2 “Business development” under “Special items in fiscal year 2025”.

Sales of the Business Applications segment rose by 5.5% in the fiscal year 2025, from € 1,248.1 million in the previous year to € 1,316.9 million.

There was even stronger growth in the key earnings figures. Segment EBITDA rose by 19.8% from € 387.4 million to € 464.1 million and s egment EBIT by 29.0% from € 275.7 million to € 355.7 million.

The EBITDA margin and EBIT margin increased correspondingly strongly from 31.0% to 35.2% and from 22.1% to 27.0%, respectively.

The number of employees in this segment increased slightly by 1.1% in 2025 to 4,115 (prior year: 4,072).

Key sales and earnings figures in the Business Applications segment (in € million)

Grafik 1

(1) After accounting for Sedo as a discontinued operation in accordance with IFRS 5 as of September 30, 2025; previous year 2024 adjusted

Quarterly development ; change over prior-year quarter (1)

Sales

329.6

326.4

324.2

336.7

325.0

+ 3.6%

EBITDA

106.4

120.2

126.8

110.7

96.5

+ 14.7%

EBIT

79.0

93.2

100.1

83.4

66.5

+ 25.4%

in € million

Q1 2025 (2)

Q2 2025 (2)

Q3 2025 (2)

Q4 2025 (2)

Q4 2024 (2)

Change

(1) Unaudited; see note ”Unaudited sections“ at the beginning of the management report

(2) After accounting for Sedo as a discontinued operation in accordance with IFRS 5 as of September 30, 2025; previous quarters adjusted.

Multi-period overview : Development of key sales and earnings figures

Sales

1,103.3

1,293.0

1,423.7

1,248.1 (4)

1,316.9 (4)

EBITDA

329.3 (1)

329.2 (2)

373.7 (3)

387.4 (4)

464.1 (4)

EBITDA margin

29.8%

25.5%

26.2%

31.0%

35.2%

EBIT

216.7 (1)

216.8 (2)

265.8 (3)

275.7 (4)

355.7 (4)

EBIT margin

19.6%

16.8%

18.7%

22.1%

27.0%

in € million

2021

2022

2023

2024

2025

(1) Excluding IPO costs (EBITDA and EBIT effect: € -3.0 million)

(2) Excluding IPO costs (EBITDA and EBIT effect: € -8.8 million)

(3) Excluding IPO costs (EBITDA and EBIT effect: € +11.7 million net (IPO costs and offsetting assumption of costs by IONOS shareholders))

(4) After accounting for Sedo as a discontinued operation in accordance with IFRS 5 as of September 30, 2025; previous year 2024 adjusted

Group investments

Minority holdings in partner companies

In addition to its (fully consolidated) core operating companies, United Internet held the following other minority shareholdings as of December 31, 2025, which are included in its result from associated companies.

In July 2013, United Internet acquired a stake in Open-Xchange AG (main activity: e-mail and collaboration solutions). United Internet has already been working successfully with the company for many years in its Applications business. As of December 31, 2025, United Internet’s share of voting rights amounted to 25.39%. United Internet expects Open-Xchange to post increased revenues and positive EBITDA for the fiscal year 2025.

In April 2014, United Internet acquired a stake in uberall GmbH (main activity: online listings). In addition, uberall and IONOS agreed a long-term cooperation contract for the use of uberall solutions. As of December 31, 2025, the share of voting rights held by United Internet amounted to 25.10%. For 2025, United Internet anticipates increased sales of uberall with a positive EBITDA result.

In April 2017, United Internet acquired a stake in rankingCoach GmbH (main activity: online marketing solutions). In addition to the equity stake, rankingCoach and IONOS signed a long-term cooperation agreement for IONOS to use the online marketing solutions of rankingCoach as part of its hosting and cloud products marketed in Europe and North America. As of December 31, 2025, the share of voting rights amounted to 31.52%. United Internet expects rankingCoach to achieve further sales growth in 2025 and a positive EBITDA result.

Following the contribution of affilinet GmbH to AWIN in October 2017, United Internet also holds a stake in AWIN AG (main activity: affiliate marketing). Several United Internet subsidiaries are currently working together with AWIN and using the company’s affiliate network as part of their marketing mix. As of December 31, 2025, United Internet’s share of voting rights amounted to 20.00%. United Internet expects stable sales for AWIN in its fiscal year 2025 and a strongly positive EBITDA result.

Investment in Kublai / Tele Columbus AG

In June 2024, United Internet AG announced that it would make no further investments in the holding company Kublai GmbH. Kublai currently holds around 95% of shares in Tele Columbus AG.

This decision meant that United Internet waived the right to increase its stake in Kublai to 40% again after it was diluted to around 5% in the course of a capital increase in the first quarter of 2024. Due to the resulting loss of significant influence, a non-cash impairment loss on the investment in Kublai of € 170.5 million was recognized in the Consolidated Financial Statements as at December 31, 2024 and disclosed in the “Result from the loss of significant influence”.

As already reported in the Consolidated Financial Statements 2024, Kublai conducted a capital increase to provide Tele Columbus with equity, in which United Internet did not participate. A further shareholder of Kublai is Hilbert Management GmbH, an indirect subsidiary of Morgan Stanley Infrastructure Inc (MSI), an infrastructure fund managed by the investment bank Morgan Stanley, which subscribed to the full amount of the capital increase totaling € 300 million. This resulted in a reduction of United Internet’s stake in Kublai to around 5% (previously 40%). Until June 17, 2024, United Internet had the option to increase its stake in Kublai back to 40% by acquiring shares from MSI in return for a payment of € 120 million.

United Internet regards the valuation of Tele Columbus AG on which the capital increase was based as inappropriately low. However, its majority of votes at the shareholders’ meeting enabled MSI to conduct the capital increase on the basis of a valuation determined by MSI. United Internet has initiated the contractually stipulated anti-dilution proceedings and has arranged for the German Arbitration Institute (DIS) to review MSI’s valuation. If DIS agrees with United Internet’s assessment, United Internet might be awarded compensation of approximately € 300 million. If the court takes a different view, the awarded claim or compensation amount could be correspondingly lower.

A final arbitration ruling is still pending.

The reason for the decision of the Management Board and Supervisory Board of United Internet AG not to make any further investments in Kublai was a difference of opinion between MSI and United Internet regarding the future funding of Kublai.

Due to the reduction of the shareholding from 40% to around 5% in fiscal year 2024, Kublai was reclassified from “Shares in associated companies” to “Investments”. Accordingly, the company’s prorated result is no longer recognized in net income (under “Result from the loss of significant influence”). The fair value of the investment in Kublai decreased by € 48.3 million in fiscal year 2025. This change was recognized in the balance sheet through other comprehensive income in equity.

Share and dividend

Share

In the fiscal year 2025, the United Internet share price increased significantly by +76.6% to € 27.68 as of December 31, 2025 (December 31, 2024: € 15.67). The share therefore once again outperformed the strong growth of the DAX (+23.0%) and MDAX (+19.7%) indices.

Share performance 2025, indexed

Grafik 11

There was a corresponding increase in the market capitalization of United Internet AG from around € 3.0 billion in the previous year to around € 5.3 billion as of December 31, 2025.

In the fiscal year 2025, average daily trading via the XETRA electronic computer trading system amounted to around 250,000 shares (prior year: around 200,000) with an average value of around € 5.4 million (prior year: around € 3.9 million).

Multi-period overview: share performance (as of: December 31, 2025; in €; all stock exchange figures based on Xetra trading)

Closing price

34.94

18.89

23.04

15.67

27.68

Performance

+1.5%

–45.9%

+22.0%

–32.0%

+76.6%

Year-high

39.34

35.45

23.06

25.00

29.18

Year-low

31.63

18.14

12.54

15.15

14.71

Average daily turnover

8,149,290

5,777,474

7,078,087

3,913,674

5,418,363

Average daily turnover (units)

233,717

221,596

413,556

196,616

245,656

Number of shares (units)

194,000,000

194,000,000

192,000,000

192,000,000

192,000,000

Market value

6,778,360,000

3,664,660,000

4,423,680,000

3,008,640,000

5,314,560,000

EPS (1)

2.23

1.97

1.35

–0.43 (3)

1.55 (3)

Adjusted EPS (2)

2.11

2.00

1.41

0.86 (3)

1.23 (3)

2021

2022

2023

2024

2025

(1) EPS from continued operations

(2) EPS from continued operations and without special items

(3) After accounting for Sedo as a discontinued operation in accordance with IFRS 5 as of September 30, 2025; previous year adjusted

Share data

Notional share of capital stock

1.00

German Securities Identification Number (WKN)

508903

International Securities Identification Number (ISIN)

DE0005089031

Ticker symbol Xetra

UTDI

Reuters ticker symbol

UTDI.DE

Bloomberg ticker symbol

UTDI.GR

Segment

Prime Standard

Index

MDAX, TecDAX

Sector

Telecommunication and Technology Services

Share type

Registered common stock

Shareholder structure (as of: December 31, 2025)

Ralph Dommermuth - Ralph Dommermuth GmbH (45.01%) - Ralph Dommermuth Investments GmbH & Co. KG (2.88%) - RD Holding GmbH & Co. KG (1.04%)

48.94%

United Internet (treasury stock)

9.98%

Wellington

4.95%

Bank of America

4.93%

Helikon

4.91%

Free float

26.29%

Shareholder

Shareholding

Presentation of the total positons shown above based on the most recent notification of voting rights in accordance with Sections 33 ff. of the German Securities Trading Act. Accordingly, only voting rights notifications that have reached at least the first notification threshold of 3% are taken into account. In addition, any directors' dealings announcements available to the Company have been taken into account accordingly.

The treasury shares held by United Internet do not carry voting or dividend rights. Due to the non-voting nature of treasury shares, the proportion of shares with voting rights held by companies controlled by Mr. Dommermuth in relation to the total number of voting rights of United Internet AG amounts to 54.37%, the proportion of shares with voting rights held by Wellington to 5.50%, the proportion of shares with voting rights held by Bank of America to 5.48%, the proportion of shares with voting rights held by Helikon to 5.46%, and the proportion of shares with voting rights in free float to 29.19%.

Dividend

United Internet’s dividend policy aims to pay a dividend to shareholders of approx. 20-40% of adjusted consolidated net income after minority interests (adjusted consolidated net income from continued operations attributable to the “shareholders of United Internet AG” – according to the consolidated statement of comprehensive income), provided that funds are not needed for further Company development.

At the Annual Shareholders’ Meeting of United Internet AG held on May 15, 2025, the dividend proposal of the Management Board and Supervisory Board was approved with a majority of 99.97% of votes cast. The proposal for the fiscal year 2024 was a regular dividend of € 0.40 per share plus a one-off catch-up dividend of € 1.50 per share as compensation for the reduced dividend payments of the fiscal years 2018 to 2023. On the basis of around 172.8 million shares with dividend entitlement, a total of € 328.4 million was distributed on May 20, 2025.

The regular dividend for the fiscal year 2024 resulted in a dividend payment of € 69.1 million. The dividend payout ratio was therefore 39.4% of adjusted consolidated net income after minority interests for 2024 (€ 175.5 million) and was thus – despite the investments already made and still due to be made in the 1&1 mobile network and in the expansion of the fiber-optic network – at the upper end of the dividend policy.

For the fiscal year 2025, the Management Board of United Internet AG will propose to the Supervisory Board a regular dividend of € 0.50 per share (prior year: € 0.40). The Management Board and Supervisory Board will discuss this dividend proposal at the Supervisory Board meeting on March 18, 2026 (and thus after preparation of this Management Report). The Annual Shareholders' Meeting of United Internet AG on May 21, 2026 will then vote on whether to adopt the joint proposal of the Management Board and Supervisory Board.

On the basis of around 172.8 million shares with dividend entitlement (as of December 31, 2025 ), the regular dividend would result in a total dividend payment for fiscal year 2025 of € 86.4 million. The dividend payout ratio would therefore be 40.8% of adjusted consolidated net income after minority interests for 2025 (€ 211.8 million) and thus lie – despite the investments already made and still due to be made in the 1&1 mobile network and in the expansion of the fiber-optic network – slightly above the dividend policy. Based on the closing price of the United Internet share on December 31, 2025, the dividend yield would be 1.8%.

Multi-period overview: dividend development

Dividend per share (in €)

0.50

0.50

0.50

0.40 (4)

0.50

Dividend payment (in € million)

93.4

86.4

86.4

69.1

86.4

Payout ratio

22.4%

23.5%

37.1%

-

32.3%

Adjusted payout ratio (2)

23.7%

23.1%

35.6%

39.4%

40.8%

Dividend yield (3)

1.4%

2.6%

2.2%

2.6%

1.8%

For 2021

For 2022

For 2023

For 2024

For 2025 (1)

(1) Subject to approval of Supervisory Board and Annual Shareholders' Meeting 2026

(2) Without special items

(3) As of: December 31

(4) Plus catch-up dividend (€ 1.50)

Annual Shareholders' Meeting 2025

The Annual Shareholders' Meeting of United Internet AG was held in Frankfurt am Main on May 15, 2025.

Of the Company’s registered capital stock of € 192,000,000.00, divided into192,000,000 no-par value shares, of which 19,162,689 treasury shares without voting rights, a total of 134,682,706 no-par value shares with the same number of voting rights were represented. Including the postal votes received for 408,175 no-par value shares, this corresponded to a total of 135,090,881 no-par value shares or 70.36% of the registered capital stock, or 78.16% of the registered capital stock less treasury shares.

The shareholders adopted all resolutions on the agenda requiring voting with large majorities.

Capital stock and treasury shares

As at the balance sheet date of December 31, 2025, United Internet AG held a total of 19,162,689 treasury shares (unchanged from December 31, 2024), corresponding to 9.98% of the capital stock of 192,000,000 shares.

Investor Relations

United Internet attaches great importance to maintaining close contact with institutional investors, private investors, and financial analysts. The Company aims to provide all target groups with timely information without discrimination, as continuous and transparent capital market communication is essential for the long-term growth of the Company’s value. To this end, the Management Board and the Investor Relations team were in regular contact with capital market stakeholders throughout fiscal year 2025.

United Internet continues to take a proactive approach to discussing and explaining the progress of its business strategy via its quarterly statements, half-year financial report and annual report, press and analyst conferences, as well as virtual formats. Moreover, the Annual Shareholders' Meeting held in person each year provides an opportunity for intensive dialogue with shareholders. In addition to these formats, management and the Investor Relations team participated in numerous virtual and one-on-one discussions at the Company’s offices in Montabaur, as well as at roadshows and conferences in Germany and abroad.

The discussions with stakeholders covered a range of topics, including the Group’s strategic priorities, including potential future capital allocations, the progress made in expanding the 1&1 O-RAN mobile network, issues relating to digital sovereignty, and the importance of AI for United Internet's business model. There was also considerable interest in external factors such as competitive developments.

Apart from one-on-one meetings, stakeholders can also receive the latest news around the clock via the Company’s extensive and bilingual website (www.united-internet.de). As United Internet is tracked and covered by numerous German and international financial analysts, the latest analyst recommendations for the share, as well as the average upside target set by analysts for the United Internet share, are available online at united-internet.de/investor-relations/aktie/analysten-coverage. In addition, the publication dates of financial reports, as well as the dates and locations of roadshows and conferences, are made publicly available at www.united-internet.de/investor-relations/finanzkalender. Digital versions of the Annual Reports are also part of the comprehensive range of information available on the corporate website.

Personnel report

As a telecommunications and internet company, United Internet is subject to the defining characteristics of the industry: rapid change, short innovation cycles, and fierce competition. United Internet AG has risen to these challenges with great success over many years now. One of the key factors for the success and growth of the United Internet Group are its dedicated and highly competent employees and executives with their entrepreneurial and autonomous approach to work. The Company therefore attaches great importance to a sustainable and balanced strategy across all aspects of its HR activities: from employee recruitment, to targeted entry-level and vocational training formats, tailored skills training programs, support with individual career paths, through to sustainable management development programs, and the long-term retention of executives, high potentials, and top performers.

United Internet AG was once again recognized as a top employer in 2025. Based on an independent study of the “Top Employers Institute”, United Internet received the “TOP Employers Germany” award – as in the preceding years. Certification is only awarded to organizations which offer staff attractive working conditions. Assessment is based on career opportunities, employer benefits, and working conditions, as well as training and development opportunities.

Headcount and personnel expenses

In the highly competitive market for skilled workers in the ICT sector, United Internet once again succeeded in recruiting top staff for its key positions and thus meeting the needs of its growing business.

In addition to targeted employer branding, partnerships with education and training providers, and the positive impact of the Company’s product brands, our successful recruitment efforts center around a candidate-friendly, highly competitive acquisition and selection process.

In the fiscal year 2025, the total number of employees fell slightly year on year by 2.2% or 236 employees to 10,547 (prior year: 10,783).

Headcount in Germany decreased by 4.4% or 384 employees, to 8,439 as of December 31, 2025 (prior year: 8,823). The number of employees at the Group’s non-German subsidiaries rose by 7.6%, or 148 employees, to 2,108 (prior year: 1,960).

Multi-period overview: headcount development by location (1) ; year-on-year change

Employees, total

9,975

10,474

10,962

10,783

10,547

- 2.2%

thereof in Germany

8,199

8,550

8,981

8,823

8,439

- 4.4%

thereof abroad

1,776

1,924

1,981

1,960

2,108

+ 7.6%

2021

2022

2023

2024 (2)

2025 (2)

Change

(1) Active employees as December 31 of the respective fiscal year

(2) (Active) employees 2024 restated after adjustment of the calculation logic since Q3 2025 (disclosure of exempt employees and employees in the passive phase of partial retirement among inactive employees) and disclosure of Sedo as a discontinued operation since Q3 2025; previous years 2021-2023 presented unchanged

From the segment perspective, there were 3,063 employees in the Consumer Access segment (prior year: 3,268), 1,615 in the Business Access segment (prior year: 1,635), 1,089 in the Consumer Applications segment (prior year: 1,095), and 4,115 in the Business Applications segment (prior year: 4,072). A further 665 people (prior year: 713) were employed at the Group’s headquarters (Corporate/HQ).

Multi-period overview: headcount development by segment (1) ; year-on-year change

Employees, total

9,975

10,474

10,962

10,783

10,547

- 2.2%

thereof Consumer Access

3,167

3,163

3,320

3,268

3,063

- 6.3%

thereof Business Access

1,238

1,336

1,522

1,635

1,615

- 1.2%

thereof Consumer Applications

1,004

1,036

1,072

1,095

1,089

- 0.5%

thereof Business Applications

3,998

4,247

4,364

4,072

4,115

+ 1.1%

thereof Corporate/Shared services

568

692

684

713

665

- 6.7%

2021

2022

2023

2024 (2)

2025 (2)

Change

(1) Active employees as December 31 of the respective fiscal year

(2) (Active) employees 2024 restated after adjustment of the calculation logic since Q3 2025 (disclosure of exempt employees and employees in the passive phase of partial retirement among inactive employees) and disclosure of Sedo as a discontinued operation since Q3 2025; previous years 2021-2023 presented unchanged

Due to salary adjustments, personnel expenses rose by 2.2 % to € 826.7 million in the fiscal year 2025 (prior year: € 808.9 million). The personnel expense ratio was unchanged at 13.5 % .

Multi-period overview: development of personnel expenses ; year-on-year change

Personnel expenses

645.4

675.5

760.0

808.9

826.7

+ 2.2%

Personnel expense ratio

11.4%

11.4%

12.3%

13.5%

13.5%

in € million

2021

2022

2023

2024 (1)

2025 (1)

Change

(1) After accounting for Sedo as a discontinued operation in accordance with IFRS 5 as of September 30, 2025; prior year adjusted

Sales per employee , based on annual average headcount, amounted to approx. € 0.57 million in fiscal year 2025 (prior year: approx. € 0.55 million).

For further information on topics such as working conditions, training and development programs, equal opportunities and inclusion, and health and safety, please refer to chapter “4. Nonfinancial Group Statement”.

Liquidity and finance

The Group’s financial strategy is primarily geared to the strategic business plans of its operating business units. In order to provide sufficient flexibility for further growth, United Internet therefore constantly monitors trends in funding opportunities arising on the financial markets. Various options for funding and potential for optimizing existing financial instruments are regularly reviewed. The main focus is on ensuring sufficient liquidity and the financial independence of the Group at all times. In addition to its own financial strength, the Group maintains sufficient liquidity reserves with core banks. The flexible use of these liquidity reserves enables efficient management of Group liquidity, as well as optimal debt management to reduce interest costs.

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.

At the end of the reporting period on December 31, 2025, the Group’s bank liabilities amounted to € 3,244.8 million (prior year: € 2,813.7 million) and mainly comprise promissory note loans, syndicated loans, and bilateral credit agreements / credit facilities.

Promissory note loans

In the fiscal year 2025, United Internet AG successfully placed a promissory note loan (“Schuldscheindarlehen”) – as in the years 2021, 2023 and 2024 – with an amount of € 250 million. The proceeds from this transaction are used for general company funding. There are no covenants attached to the new promissory note loan.

At the same time, two promissory note loan tranches totaling € 250 million were redeemed on schedule in the fiscal year 2025.

At the end of the reporting period on December 31, 2025, total liabilities from the promissory note loans 2021, 2023, 2024, and 2025 with maximum terms until April 2031 therefore continued to amount to € 1,217 million (prior year: € 1,217 million).

Repayment of the shareholder loan by IONOS Group SE

In December 2023, IONOS Group SE concluded a loan of € 800 million with a banking syndicate to partially refinance its 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.

Following further partial repayments, the shareholder loan with United Internet (original term: until December 15, 2026; fixed annual interest rate: 6.75%) was already fully redeemed prematurely in the fiscal year 2025.

Syndicated loan facilities & syndicated loans

In December, 2024, a banking syndicate granted United Internet AG a revolving syndicated loan facility totaling € 950 million until December 2029. In the fiscal year 2025, United Internet made use of a contractually agreed prolongation 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 on December 31, 2025, the syndicated loan facility had not been drawn (prior year: € 150 million). As a result, funds of € 950 million (prior year: € 800 million) were still available to be drawn from the credit facility as at the balance sheet date.

In addition, the Group took out a syndicated loan of € 550 million in December 2024, which will fall due in December 2027. This was raised by € 50 million to € 600 million in January 2025 by exercising a contractually guaranteed increase option. United Internet AG incorporated part of its existing bilateral credit lines with core banks into the syndicated loan, enabling it to successfully refinance them in the long term.

As of the balance sheet date on December 31, 2025, the above mentioned syndicated loan of € 600 million was drawn in full (prior year: € 550 million).

In addition, United Internet and Japan Bank for International Cooperation (JBIC) signed a loan agreement for up to € 800 million, also in December 2024. The funds will be provided by one tranche directly 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. The loan is intended to provide United Internet with funds to build a 5G network in Germany based on Open RAN technology through its subsidiary 1&1.

As of the balance sheet date on December 31, 2025, € 290 million (prior year: € 0) of the loan had been drawn down and an amount of € 510 million was thus still available (prior year: € 800 million).

Bilateral credit agreements / bilateral credit facilities

In May 2025, the Group also concluded a bridging loan agreement amounting to € 325 million 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, € 245 million of the above mentioned loan had been drawn down. As the draw period expired on December 31, 2025, no further drawings are possible.

In addition, the Company continues to have various bilateral credit facilities amounting to € 339 million (prior year: € 294 million). These have been granted in part until further notice and in part have terms until January 31, 2027.

Drawings of € 76 million (prior year: € 94 million) had been made from these credit facilities as at the end of the reporting period on December 31, 2025. As a result, funds of € 263 million (prior year: € 200 million) are still available.

For further information, please refer to “Subsequent events”.

In addition to the above mentioned credit lines, the Group has guaranty credit facilities of € 136.0 million (prior year: € 106.0 million) 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.

Further disclosures on the various financial instruments, drawings, interest rates, and maturities are provided under note 32 of the Notes to the Consolidated Financial Statements.

As of the reporting date, there are purchase obligations for property, plant and equipment (especially for network infrastructure) totaling € 259.2 million (prior year: € 342.4 million). In addition, there are purchase commitments for intangible assets (especially software) totaling € 97.7 million (prior year: € 19.9 million).

For further details on significant investment obligations, please refer to notes 27 and 28 of the Notes to the Consolidated Financial Statements .