See accompanying notes to condensed consolidated interim financial statements

See accompanying notes to condensed consolidated interim financial statements

See accompanying notes to condensed consolidated interim financial statements

See accompanying notes to condensed consolidated interim financial statements

Basis of presentation and principles of consolidation. The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission for condensed interim financial statements, including Article 10 of Regulation S-X (Rule 10-01). Accordingly, these statements do not include all the information and notes required by GAAP for complete annual financial statements. All intercompany transactions and balances have been eliminated.

The accompanying unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the results of the interim periods presented. Interim results are not necessarily indicative of the results for the full year.

The information included in these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year 2025 of Bending Spoons S.p.A. (together with its consolidated subsidiaries, except where the context otherwise requires or where otherwise indicated, “Bending Spoons,” “we,” “our,” or “us”).

Use of estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates that affect the amounts reported. We base our estimates on assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, including those related to the fair values of assets and liabilities acquired through acquisitions, the useful lives of intangible assets and property, plant, and equipment, pre-combinations costs, lease terms, income and indirect taxes, contingent liabilities, the recoverability of intangible assets and long-lived assets, goodwill impairment, the fair value of financial instruments (including derivatives), and equity compensation. These estimates are inherently subject to judgment, and actual results could differ materially.

Revenue recognition. Bending Spoons mainly generates revenue from the following sources:

• Subscriptions. We sell term-based access to our products to individuals and organizations. These contracts are typically auto-renewing, with term durations ranging from one week to a few years. Subscription revenue is recognized ratably over the subscription term. We have evaluated these contracts under the principal-versus-agent guidance in ASC 606 and determined that we act as the principal, as we are responsible for the fulfillment of the performance obligation, and retain control of our products prior to transfer to the customer, including in arrangements where distribution occurs through third-party platforms, which do not control our products. We determined we act as an agent in certain limited arrangements involving the resale of third-party services, for which we do not control the specified goods or services before they are transferred to the customer.
• Advertising. We sell advertising space in some of our products, both directly to advertisers and through intermediaries such as media agencies and programmatic networks. Under arrangements with networks, we contract directly with the network, which is identified as the customer. The network controls the advertising service, including advertiser selection, pricing, ad serving, measurement, and billing. We provide access to advertising inventory within our products based on a proceeds-share agreement with the network. Advertising revenue is recognized in an amount equal to our share of advertising proceeds. Our performance obligation is satisfied at a point in time and control transfers when advertising is delivered, that is when impressions and, where applicable, clicks are recorded.
• Other revenue. Other revenue is primarily generated from ticketing services and payment processing services we offer to event creators. For ticketing services, we earn a fee that is partly fixed and partly based on the value of the ticket sold. Our performance obligation is to facilitate and process the transaction and issue the ticket, and revenue is recognized when the ticket is sold. For payment processing services, we provide the event creator with two options: to use our payment processing or to use third-party payment processing. Under the first option, we are the merchant of record and are responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. We are also responsible for remitting these amounts collected, less our fees and any payment processing cost, to the event creator. For these services, we are responsible for fulfilling the promise to process the payment and we have discretion in establishing the price of the service. As such, we determined we are the principal in providing the service and we recognize revenue on a gross basis with respect to costs incurred for processing the ticketing transaction. These fees are then recognized and included in cost of revenue in the condensed consolidated income statements. Under the second option, we are not responsible for processing the transaction or collecting the face value of the ticket and associated fees, therefore we act as an agent in the transaction, and we record revenue on a net basis. Residual revenue streams in the other revenue bucket include one-time in-app purchases, usage-based fees exceeding contractual limits under certain subscription arrangements, contracts for the development of custom features or integrations, and non material sales of pet tracking devices.

Revenue is recognized for each performance obligation when, or as, the performance obligation is satisfied. Payment terms and conditions vary by contract type. The period between the recording of an invoice to be issued or issuance of an invoice and the corresponding payment due date generally ranges from 15 to 60 days. Payments are primarily collected through third-party payment processors and mobile application stores.

The following table presents revenue by geography, based on user and customer location.

Deferred revenue. Deferred revenue consists of amounts billed in advance of our performance obligation. We report deferred revenue on a contract-by-contract basis at the end of each reporting period. We classify deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balances were $451 million and $583 million as of December 31, 2025, and June 30, 2026, respectively. The non-current deferred revenue balances were $0.2 million and $38 million as of December 31, 2025, and June 30, 2026, respectively. The increase in current deferred revenue is primarily attributable to new acquisitions made in 2026. The increase in the non-current portion of deferred revenue is entirely attributable to the acquisition of the Tractive business occurred in Q2 2026. Of the deferred revenue balance as of December 31, 2025, $351 million was recognized as revenue during the first half of 2026.

The aggregate balance of performance obligations that were unsatisfied or partially unsatisfied as of June 30, 2026, was $775 million.

Cash and cash equivalents. Cash and cash equivalents mainly consist of readily available cash held in interest-bearing accounts with financial institutions or by third-party payment processors. Our virtual wallet balances as a merchant, which represent funds held by third-party payment processors available for settlement, are classified as cash and cash equivalents, as they represent funds that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. These balances amounted to $13 million and $131 million as of December 31, 2025, and June 30, 2026, respectively. The increase is primarily attributable to the acquisition of Eventbrite, Inc.

Fair value of financial instruments. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value, as follows:

• Level 1. Observable inputs based on unadjusted quoted prices for identical or similar instruments in active markets.
• Level 2. Inputs other than quoted prices included in level 1 that are observable either directly or indirectly.
• Level 3. Unobservable inputs for which there is little or no market data, thus requiring us to develop our own assumptions.

Income taxes. We determine our income tax provision for each interim period by applying an estimated annual effective tax rate (“AETR”) to year-to-date pre-tax income, in accordance with ASC 740-270. The AETR represents management’s best estimate of the effective income tax rate expected to apply to full-year pre-tax income, considering the anticipated mix of income across jurisdictions and estimated permanent differences. The AETR is revised at each subsequent interim period if our estimate of the full-year effective rate changes. Certain items that are unusual, infrequent, or that cannot be reliably estimated on an annual basis are treated as discrete items and recognized in the period in which they occur rather than being included in the AETR computation.

Stock split. On April 23, 2026, our shareholders approved a 10-for-1 stock split that became effective on April 28, 2026, through a share capital increase for no consideration with an aggregate nominal amount of €12,123,744.48. The increase authorized the issuance of 558,433,233 class A shares, 56,822,778 class B shares, 288,132,219 class C shares, 136,576,530 class X-1 shares, 52,436,448 class X-2 shares, and 119,973,240 class X-3 shares with no par value. The share capital increase was executed, and a total of 1,212,374,448 shares were issued to existing shareholders for no consideration and in proportion to their holdings as of the issuance date, with an implicit par value per share of €0.01.

Reverse stock split. On May 28, 2026, our shareholders approved a 1-for-2 reverse stock split that became effective on May 29, 2026, reducing the number of existing shares as of the date of the resolution from 1,347,082,720 to 673,541,360, with an implicit par value per share of €0.02.

Share conversion. On April 23, 2026, our shareholders approved our amended and restated bylaws and the conversion of all outstanding class B shares, class C shares, class X-1 shares, class X-2 shares, and class X-3 shares into ordinary shares based on a 1-for-1 ratio, in each case subject to and effective upon the effective date of our registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission. As a result, as of June 30, 2026, we have two classes of shares outstanding: ordinary shares and class A shares.

In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We are currently evaluating this ASU to determine its impact on our financial disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. Upon adoption, we will be required to account for internal-use software under the updated capitalization criteria. The standard is effective for our interim and annual 2028 periods. We are currently evaluating this ASU to determine its impact on our financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), which expands the types of hedging relationships that qualify for hedge accounting and refines certain presentation and disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. We are currently evaluating the impact of this guidance on our consolidated financial statements.

The following tables set forth the financial instruments that we measured at fair value on a recurring basis:

We use derivative instruments to manage interest rate risks. We entered into interest rate swaps in connection with certain variable-rate debt financing agreements (see Note 8). The fair value of the outstanding interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis. We have determined that the significant inputs, such as interest yield curve and discount rate, used to value our interest rate swaps fall within Level 2 of the fair value hierarchy. In the second quarter of 2025 and 2026, we recorded within other expense (income) net losses of $0.6 million and $5 million, respectively, in relation to ineffective hedging derivatives. In the first half of 2025 and 2026, we recorded within other expense (income) net losses of $1 million and gains of $9 million, respectively, in relation to ineffective hedging derivatives.

The gross notional amount of our derivative interest rate swaps outstanding as of December 31, 2025, and June 30, 2026, was $1.47 billion and $4.71 billion, respectively.

The following table presents the fair value and the location of derivative contracts reported in the consolidated balance sheets.

Property, plant, and equipment, net consisted of the following:

Depreciation expenses of property, plant, and equipment were $1 million and $2 million in the second quarter of 2025 and 2026, respectively, and $3 million in the first half of both 2025 and 2026. Depreciation expenses were recorded within general and administrative expense.

Other current assets consisted of the following:

The other deposits as of June 30, 2026, refer to a restricted cash amount related to a collateralized cash account established by Eventbrite, Inc. in 2024 amounting to $48 million. Such reserve was set up to manage and mitigate potential risks related to refunds and chargebacks.

Accrued and other current liabilities consisted of the following:

Other payables as of June 30, 2026, includes the deferred consideration for the acquisition of Tractive (see Note 4 for further details).

On January 2, 2026, we acquired 100% of the issued and outstanding equity securities of AOL Holdco I LLC, a Delaware limited liability company, for a total cash consideration of $1.45 billion. AOL Holdco I LLC is the owner of AOL and operates an email service, a news portal, and a search engine catering to a consumer audience. Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $10.3 million and were recognized in general and administrative expense for $4.3 million and $6 million in 2025 and in 2026, respectively.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:

We are in the process of finalizing the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets, and income taxes. We have used a preliminary valuation approach, including market-based methods that consider valuation multiples derived from comparable transactions, to estimate the fair values of the identifiable intangible assets. Measurement period adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.

Our condensed consolidated interim income statements include AOL’s revenue of $294 million and an income before tax of $156 million for the period from the acquisition date (January 2 to June 30, 2026).

On March 10, 2026, we acquired 100% of the issued and outstanding equity securities of Eventbrite, Inc., a Delaware corporation, for a total consideration of $505 million, of which $3.4 million of equity awards being granted in connection with the transaction, and the remaining portion being all cash settled at closing. In the second quarter of 2026, the equity awards expired unexercised. Eventbrite, Inc. is the owner of Eventbrite, which delivers event creation, ticketing, and discovery services for organizers and attendees. Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $2.6 million and were recognized in general and administrative expense for $0.1 million and $2.5 million in 2025 and in 2026, respectively.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:

We are in the process of finalizing the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets, and income taxes. We have used a preliminary valuation approach, including market-based methods that consider valuation multiples derived from comparable transactions, to estimate the fair values of the identifiable intangible assets. Measurement period

adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.

Our condensed consolidated interim income statements include Eventbrite’s revenue of $91 million and a loss before tax of $51 million for the period from the acquisition date (March 10 to June 30, 2026).

In connection with the acquisition of Eventbrite, certain unvested equity awards held by its team members became subject to accelerated vesting upon the change in control. Based on an assessment of the terms of the awards and the requirements of ASC 805, the portion of the fair value attributable to pre-combination vesting was included in the consideration transferred. The remaining portion, representing the fair value attributable to post-combination vesting and amounting to $4.5 million, was determined to be a separate transaction and was recognized as compensation costs in cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense for 2026.

On May 18, 2026, we acquired 100% of the issued and outstanding equity securities of tractive GmbH, for a total cash consideration of $896 million, of which $781 million at closing and an additional deferred consideration of $115 million payable after one year. Tractive GmbH is an Austria-based technology company specializing in GPS tracking and health monitoring devices for pets.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and subject to change as additional information becomes available. We have primarily used an income approach to estimate the fair values of the identifiable intangible assets. Measurement period adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.

Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $2 million and were recognized in general and administrative expense.

Our condensed consolidated interim income statements include Tractive’s revenue of $27 million and a loss before tax of $13 million for the period from the acquisition date (May 18 to June 30, 2026).

The unaudited pro forma information below presents the combined historical results of operations of Bending Spoons, AOL, Eventbrite, and Tractive as if these businesses had been acquired on January 1, 2025. This information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value of acquired intangible assets had been applied from January 1, 2025, together with the related tax effects. The information for 2025 also includes the transaction costs incurred in connection with these business combinations, as well as the impact of the acceleration of certain equity awards held by team members of the acquired businesses. The information presented is not indicative of our consolidated results of operations for the combined business had the acquisitions occurred at the beginning of 2025 or the results of future operations of the combined business. As mandated by ASC 805-10-50-2, the pro forma information reflects the impact of businesses acquired in 2026 as if they had been acquired on January 1, 2025, while businesses acquired during 2025 are included only from their respective acquisition dates and are not presented on a pro forma basis.

As of June 30, 2026, we had the following commitments in place:

• On December 1, 2021, Intesa Sanpaolo S.p.A. issued bank surety No. 03066/8200/00858699 amounting to $2 million in favor of Coima SGR S.p.A., as guarantee for the compliance with all the obligations that will arise from the lease agreement for the building located at Via Bonnet 8-10, Milan. This surety is valid until May 31, 2031.
• On March 13, 2023, and April 23, 2024, SACE S.p.A. and SACE Futuro issued two guarantees of $29 million and $36 million, respectively, in our favor, to safeguard the proper and timely fulfillment of all obligations arising from, respectively, bank loan No. 1104660 and bank loan No. 117640 provided by Intesa Sanpaolo S.p.A. These guarantees will remain valid until, respectively, March 13, 2028, and March 31, 2029.
• On April 30, 2025, Bending Spoons Operations S.p.A. participated in the Italian VAT group settlement regime, resulting in a recoverable VAT credit amounting to $2 million for the 2024 fiscal year. In connection with the offset of such credit, Bending Spoons Operations S.p.A. issued a bank guarantee in favor of the Italian Revenue Agency for a total amount of $3 million, including estimated interest over the guarantee period. The guarantee has a three-year duration from the filing date of the tax return and covers potential claims from the tax authorities, including principal, interest, and penalties, should the credit be challenged or deemed non-compliant.
• On April 30, 2025, Bending Spoons S.p.A. participated in the Italian VAT group settlement regime, resulting in a recoverable VAT credit of $12 million related to the 2024 fiscal year. In connection with the offset of such credit, Bending Spoons S.p.A. issued a bank guarantee in favor of the Italian Revenue Agency for a maximum total amount of $13 million, including estimated interest over the guarantee period. The guarantee has a three-year term starting from the filing date of the tax return and covers potential claims by the tax authorities, including principal, interest, and penalties, should the credit be challenged or deemed partially or wholly non-compliant.
• On April 29, 2026, in connection with the offset of VAT credits of AI Creativity S.r.l., an indirectly wholly owned subsidiary of Bending Spoons S.p.A., through the Italian VAT group regime, Bending Spoons S.p.A. issued an irrevocable guarantee in favor of the Italian Revenue Agency. Under the guarantee, we may be required to reimburse any VAT credits subsequently determined to have been improperly offset, together with any related interest, penalties, and collection costs. The maximum aggregate exposure under the guarantee is approximately $10 million, including estimated statutory interest. The guarantee remains effective until the earlier of (i) three years from the filing date of the relevant VAT return or (ii) the expiration of the applicable tax assessment statute of limitations, as extended under applicable law.

Contingencies may arise in the ordinary course of business. These are accounted for and disclosed in accordance with ASC Topic 450—Contingencies. Typically, the outcomes of these matters are subject to significant uncertainty. If we determine that a material loss is reasonably possible, we disclose this information. We record a liability when it is probable that a material loss will be incurred and the amount can be reasonably estimated. We evaluate developments and make adjustments as appropriate.

Claims, disputes, and legal proceedings. From time to time, we are involved in claims, disputes, and legal proceedings, such as the following:

• In March 2021, Sony Music Entertainment Italy (a subsidiary of Sony Music Entertainment Group), Warner Music Italia (a subsidiary of Warner Music Group), Universal Music Italia (a subsidiary of Universal Music Group), and Warner Music International Services (a subsidiary of Warner Music Group) filed a lawsuit against Vimeo, Inc. in the Court of Milan alleging violations of Italian copyright and unfair competition laws. See Sony Music Entertainment Italy S.p.A. et al. v. Vimeo, Inc., Case No. 10977/2021 (Court of Milan, Business Division). The complaint alleges that Vimeo infringed plaintiffs’ copyrights by hosting and streaming user-uploaded videos that contain plaintiffs’ copyrighted works and that, upon notification of the alleged infringement, Vimeo employed a takedown process that did not comply with Italian law. The complaint seeks, among other things, injunctive relief and damages to be quantified in a separate proceeding. The parties have exchanged briefs, and the matter remains pending before the Court of Milan. We believe that the allegations are without merit and will defend vigorously against them.
• In December 2025, Eventbrite, Inc. received hundreds of substantially similar letters alleging violations of the California Invasion of Privacy Act arising from the use of certain website tracking technologies and pixels, which the claimants contend function as unlawful interception or recording of communications without consent. In February and April 2026, Eventbrite received additional letters, bringing the total claims to approximately 1,810. On April 16, 2026, 300 claimants filed arbitration demands with the American Arbitration Association, and on April 30, 2026, 200 more claimants filed arbitration demands, bringing the total number of arbitration demands to 500. We believe that the allegations are without merit and will defend vigorously against them.

Indemnifications. We enter into indemnification provisions under agreements with other parties in the ordinary course of business. From time to time, claims may arise in connection with such indemnification provisions. Typically, the outcomes of these matters are subject to significant uncertainty. It is not possible to determine the maximum potential loss under these indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses incurred in connection with indemnification provisions have not been material. As of June 30, 2026, we did not have any disclosure or recorded liability in connection with indemnification provisions and related claims.

Non-income taxes. We may be subject to audit by tax authorities in Italy and other jurisdictions regarding non-income tax matters. To date, losses incurred in connection with non-income taxes have not been material. As of June 30, 2026, we did not have any disclosure or liability in connection with non-income taxes.

Changes in the carrying amount of goodwill are as follows:

Intangible assets, which consist of intellectual properties, customer base, and other intangible assets, are as follows:

Within cost of revenue, we recorded impairment and amortization expenses related to intangible assets amounting to $36 million and $82 million in the second quarter of 2025 and 2026, respectively, and amounting to $66 million and $151 million in the first half of 2025 and 2026, respectively.

As of June 30, 2026, the expected future amortization expense related to intangible assets is as follows:

Operating right-of-use assets and operating lease liabilities recognized in the consolidated balance sheet were as follows:

The components of lease costs recognized in our consolidated income statement were as follows:

Maturities of lease liabilities as of June 30, 2026, were as follows:

The assumptions used for lease term and discount rate follow:

Supplemental cash flow information related to leases was as follows:

The increase in 2026 is mainly attributable to the commencement of two new leases in Milan in February 2026, and the renewal of the lease agreements for our headquarters in Milan and for our office in London in June 2026.

Our outstanding financial debt consisted of the following:

As of June 30, 2026, our revolving credit facilities had the following main characteristics:

• Euro RCF. A euro-denominated revolving credit facility, "RCF," providing borrowing capacity up to €1.22 billion ($1.38 billion at the then-current exchange rate), including €239 million add-ons made available in the second quarter of 2026. As of June 30, 2026, the facility was drawn for €260 million ($296 million at the then-current exchange rate) bearing interest equal to one-month Euribor, plus 3.25%. If drawn, amounts outstanding under the facility would bear interest at a rate equal to one-month, three-month, or six-month Euribor (at our discretion) plus 3.00% to 3.75% (depending on leverage ratio). An annual commitment fee equal to 0.90% to 1.13% (depending on leverage ratio) applies to the undrawn portion. The facility matures depending on the timing of certain refinancing events, but in any case no later than March 31, 2031.
• U.S. dollar RCF. A revolving credit facility denominated in U.S. dollars and providing borrowing capacity up to $195 million. As of June 30, 2026, the facility was fully undrawn. If drawn, amounts outstanding under the facility would bear interest at a rate equal to SOFR plus 3.50% or at a rate equal to ABR plus 2.50%. An annual commitment fee of 0.50% applies to the undrawn portion. The facility matures on March 7, 2031.

As of June 30, 2026, our term loan facilities had the following main characteristics:

These financing arrangements include affirmative and negative covenants. The affirmative covenants include obligations relating to compliance with laws, maintenance of authorizations, preservation of assets and insurance, payment of taxes, delivery of financial information, and compliance with applicable financial covenants, including a requirement to maintain a leverage ratio no greater than 4.00. "Leverage ratio" is defined as net debt divided by adjusted EBITDA. "Net debt" is defined as financial debt and the capitalized value of finance lease liabilities, less available cash. "Adjusted EBITDA" is defined as earnings before interest, taxes, depreciation, and amortization, determined on a pro forma basis to include the results of the acquired businesses for the entire reporting period, and adjusted to exclude transaction-related expense, reorganization-related expense, and equity compensation expense, among other items. In addition, adjusted EBITDA reflects achieved cost savings from reorganizations as if they had been achieved at the beginning of the period, as well as expected cost savings. As of June 30, 2026, we were in compliance with this covenant. The negative covenants restrict (among other things) asset disposals, distributions, the incurrence of additional indebtedness, the granting of loans, guarantees, and security interests, and certain acquisitions, mergers, and corporate reorganizations, subject to agreed exceptions.

Each of these financing agreements also contains events of default, including misrepresentations, non-payment, breaches of financial covenants or other obligations, cross-default to other indebtedness, insolvency proceedings, and some change of control or corporate events. Upon the occurrence of an event of default and, where applicable, the expiry of any grace period, lenders may terminate commitments and declare outstanding amounts immediately due and payable.

As of June 30, 2026, the future principal payments for the outstanding debt were as follows:

The following table sets forth total interest expense related to our debt.

The following tables show the changes in accumulated other comprehensive income by component for the second quarter of 2025 and 2026.

The following tables show the changes in accumulated other comprehensive income by component for the first half of 2025 and 2026.

The breakdown of equity compensation costs by function is as follows:

The following table summarizes grant activity under stock option plans for the first half of 2025.

The following table summarizes grant activity under stock option plans for the first half of 2026.

As of June 30, 2026, $9 million of unrecognized compensation costs related to non-vested stock options were expected to be recognized over a weighted average period of less than one year.

In the second quarter of 2025 and 2026, we recognized equity compensation expense related to stock options of $7 million and $14 million, respectively.

In the first half of 2025 and 2026, we recognized equity compensation expense related to stock options of $23 million and $43 million, respectively.

The following table summarizes grant activity under warrant plans for the first half of 2025.

The following table summarizes grant activity under warrant plans for the first half of 2026.

As of June 30, 2026, all outstanding warrants were subject to contingent events that were not considered probable. Accordingly, no compensation cost had been recognized related to these warrants.

In the second quarter of 2025, we recognized equity compensation expense for warrants of $5 million. No such expense was recognized in the second quarter of 2026.

In the first half of 2025, we recognized equity compensation expense for warrants of $5 million. No expense was recognized in the first half of 2026.

Personnel-related expense was allocated as follows:

Our Italy-based employees are entitled to a statutory severance plan (trattamento di fine rapporto), which qualifies as a defined benefit plan.

Changes in obligations of our defined benefit plans in the first half of 2025 and 2026 were as follows:

Income (loss) before tax and income tax expense (benefit) were as follows:

The effective tax rate in each period is primarily impacted by tax benefits arising from the fair value remeasurement of cash-settled share-based compensation, partially offset by losses incurred in jurisdictions where no tax benefit has been recognized due to valuation allowances.

In addition to these recurring factors, the effective tax rate for the corresponding period in 2025 was impacted by taxes recognized in connection with the transfer of certain acquired businesses to Italy.

Bending Spoons acquires and operates businesses through a centralized Platform. Key strategic and operating decisions include the identification and execution of acquisitions, determination of financing structures, integration of acquired businesses, and resource allocation across our portfolio. These decisions are initiated and determined by our chief executive officer.

Dedicated teams are responsible for devising and executing product, technology, and marketing initiatives at the level of individual businesses or groups of businesses. Personnel are frequently reallocated across businesses as our portfolio expands and priorities shift. As a result, the composition of these teams and how businesses are grouped evolve over time, particularly following acquisitions. This model reflects our focus on optimizing overall portfolio performance rather than managing individual businesses as independent profit centers.

Consistent with this structure, we operate as a single operating and reportable segment, and our chief executive officer has been identified as the chief operating decision maker ("CODM"). The CODM evaluates Bending Spoons' performance and allocates resources based on consolidated net income (loss) as presented on the consolidated income statements (management may also review an adjusted version of this measure to improve period-to-period comparability). The measure of segment assets is reported as total consolidated assets in the consolidated balance sheets. Significant segment costs and other segment items are included within our consolidated income statements, with additional information about these components presented elsewhere in the accompanying financial statements.

Our long-lived tangible assets and operating lease right-of-use assets recognized were as follows:

On July 1, 2026, we completed our initial public offering of ordinary shares on the Nasdaq Global Select Market under the ticker symbol "BSP." The offering comprised 57,971,015 ordinary shares at a price to the public of $29.00 per share, of which 34,398,640 shares were sold by us and 23,572,375 shares were sold by certain shareholders. The underwriters were granted a 30-day option to

purchase up to an additional 8,695,652 ordinary shares to cover over-allotments (5,244,026 ordinary shares from us and 3,451,626 ordinary shares from the selling shareholders), which was exercised in full on July 9, 2026. We received aggregate net proceeds of $1.10 billion, after deducting underwriting discounts and commissions. We did not receive any proceeds from the shares sold by the aforementioned shareholders. The completion of the initial public offering satisfied the vesting condition for certain one-off equity-based compensation awards, resulting in $11 million of equity compensation expense to be recognized in the third quarter of 2026.

On July 8, 2026, Bending Spoons UK Limited entered into a lease for approximately 30,700 square feet of office space at Regent's Wharf, London, which will serve as the Group's principal U.K. corporate office. The lease has a non-cancellable term of 10 years, expiring in June 2036, with a tenant-only break option exercisable in June 2031. Initial annual base rent is $1.3 million during the incentive period, increasing to $2.6 million thereafter, subject to periodic RPI-indexed rent reviews with cap and collar provisions. On commencement, we expect to recognize a right-of-use asset and corresponding lease liability of $8 million.

On July 7, we repaid the €260 million drawn euro RCF that was outstanding as of June 30, 2026. The facility remains available for future drawdowns in accordance with its terms.

After June 30, 2026, we entered into the following new financing agreements and amendments to existing financing arrangements:

• On July 8, we signed two additional facility notices with Banca Monte dei Paschi di Siena S.p.A. for a new term loan A facility and an increase in the RCF commitment, for amounts of, respectively, €90 million and €30 million. The facilities remain available for future drawdowns in accordance with their terms and mature in March 2031.
• On July 24, 2026, we entered into a new €500 million SACE-backed medium-to-long-term term loan facility, provided by a syndicate of lenders and benefiting from a 80% guarantee provided on July 27, 2026 by SACE S.p.A. (the Italian export credit agency). The facility matures in March 2031 and is available for general corporate purposes and acquisitions.

In addition, after June 30, 2026 we were made available the following financing under agreements previously entered into:

• Additional €221 million increases of our Euro RCF by virtue of additional facility notices signed in Q2 2026 whose commitments became available on 8 July 2026. The increase brought our total RCF borrowing capacity to $1.87 billion as of August 12, of which €1.47 billion euro-denominated and $195 million dollar-denominated.
• An additional €25 million facility under our 2024 Euro TLA by virtue of an additional facility notice signed in Q2 2026 whose commitment became available upon completion of our initial public offering.

On July 27, 2026, we drew €100 million under our 2024 Euro TLA, utilizing in full one of the add-ons completed in the second quarter of 2026 that remained undrawn as of June 30, 2026.

On August 4, 2026 we entered into a definitive agreement to acquire 100% of the issued and outstanding shares of Formagrid Inc., owner and operator of Airtable, in an all-cash transaction. The deal values Airtable at an enterprise value of $1.29 billion. The acquisition is expected to close in 2026, subject to receipt of required regulatory approvals and other customary closing conditions.

We evaluated subsequent events through August 12, 2026, which is the date on which these condensed consolidated interim financial statements were available to be issued.