4Capital and Financial Risk Management

4.1Cash and Cash Equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise the following:

4.2Finance Result

Interest income includes interest income on pension plan reimbursement rights in Germany amounting to EUR 0.4m (2024: EUR 0.3m; 2023: EUR 0.8m) (Note 5.3).

Other finance income includes fair value adjustments to financial assets at fair value through profit or loss in the amount of EUR 1.3m (2024: EUR 15.4m; 2023: EUR 3.4m). In 2024, a gain on the bond repayment amounting to EUR 26.2m (Note 3.8) was included.

Foreign exchange (losses)/gains, net, primarily comprise the gain from hyperinflation accounting in the Argentinian subsidiary and foreign exchange (losses)/gains on monetary financial assets and liabilities.

4.3Equity

4.3.1Issued Share Capital

As at December 31, 2025, 2024 and 2023, the share capital of the Company is EUR 154,758,551.90 and is divided into 144,445,907 (2024 and 2023: 144,445,907) fully paid-in registered shares with a nominal value of CHF 1.25 each. Each share has the right to one vote.

4.3.2Conditional Share Capital

As at December 31, 2025, 2024 and 2023, the Company has conditional share capital which allows an increase in the aggregate maximum amount of CHF 30,324,153.75 or 24,259,323 shares. The conditional share capital includes an amount of up to CHF 7,581,038.75 or 6,064,831 shares which are reserved for employee equity participation plans and an amount of up to CHF 22,743,115.00 or 18,194,492 shares which are reserved for conversion and/or option rights granted in connection with other financing instruments.

4.3.3Treasury Shares

As at December 31, 2025, 2024 and 2023, there are 2,028,197 treasury shares being held by the Group.

4.3.4Dividend

The Company did not distribute any dividends in 2025, 2024 or 2023. Dividends paid to non-controlling interests amounted to EUR 14.4m (2024: EUR 11.5m; 2023: EUR 7.8m).

4.3.5Acquisition of Non-controlling Interests

The Group has entered into several minor transactions with non-controlling shareholders where a portion or all of the outstanding non-controlling interests were acquired. These transactions reduce consolidated equity by EUR 4.2m (2024: EUR 0.9m; 2023: EUR 3.5m) and resulted in a cash outflow of EUR 6.2m (2024: EUR 2.5m; 2023: EUR 1.5m).

4.4Debt and Lease Liabilities

Short-term and long-term debt comprise various debt instruments:

The terms and conditions of outstanding loans are as follows:

Bonds

The Group has issued a CHF 350.0m fixed rate senior bond (“Bonds”) which matures on February 28, 2027. The Bonds, with a coupon of 3.0% p.a., were issued by gategroup Finance (Luxembourg) S.A. and are guaranteed by its parent company, gategroup Holding AG. The Bonds are listed on the SIX Swiss Exchange. At December 31, 2025, accrued interest amounted to EUR 9.4m (2024: EUR 9.4m; 2023: EUR 9.4m) (Note 3.11).

Term Loans

On June 17, 2025, the Group completed a comprehensive refinancing of its existing debt facilities. The EUR 250.0m Term Loan A outstanding at December 31, 2024, together with capitalized Payment-in-Kind (“PIK”) interest, was fully repaid as part of this transaction. The repayment amounting to EUR 320.2m, including accrued interest, is presented within financing activities in the Cash Flow Statement. In accordance with IFRS 9 Financial Instruments, the refinancing resulted in the derecognition of the previous Term Loan, and the remaining unamortized transaction costs of EUR 0.5m were recognized immediately in profit or loss.

The refinancing introduced two new seven-year Term Loans B - a EUR 675.0m tranche and a USD 540.0m tranche - maturing in June 2032. Both facilities rank pari passu with the Group’s other senior secured indebtedness and bear interest at floating rates (EURIBOR or SOFR equivalents) plus a margin determined by a leverage-based ratchet. The USD tranche amortizes at 1% per annum, while the EUR tranche is repayable as a bullet at maturity. In 2025, the effective interest rate for the new Term Loans ranged between 5.6% and 8.6% (2024: 6.9%-8.0%; 2023: 5.7%-8.0%).

These Term Loan B facilities form part of the Group’s Senior Facilities Agreement ("SFA") together with the Senior Revolving Credit Facility described below.

Original Issue Discount (“OID”) of EUR 5.7m was granted to several lenders and capitalized as part of the initial carrying amount of the Term Loans. Together with other transaction-related fees of EUR 30.2m (including arrangement, bank and legal fees), these costs are amortized over the expected life of the new facilities using the effective interest method.

The Term Loan B facilities are not subject to any maintenance financial covenant under the SFA. They are subject only to the general undertakings, reporting requirements and other non-financial covenants that apply across the Senior Facilities, but no leverage or similar maintenance test applies to the Term Loan tranches. The Group remained in full compliance with all applicable requirements during the year.

The Term Loan B facilities are guaranteed by the Company and certain of its subsidiaries.

Revolving Credit Facilities

The previous Revolving Credit Facility ("RCF") of EUR 415.0m outstanding at December 31, 2024, (including capitalized PIK interest) was refinanced and fully repaid during 2025. The repayment amounting to EUR 526.1m is presented within financing activities in the Consolidated Cashflow Statement. In accordance with IFRS 9, the refinancing resulted in the derecognition of the previous RCF, and the remaining unamortized transaction costs of EUR 0.8m were expensed immediately in profit or loss upon repayment. In 2025, the interest rate for the RCF was between 5.6% and 6.4% (2024: 6.2%-7.7%; 2023: 5.2%-7.7%).

With the refinancing in June 2025, the Group entered into a new multicurrency Senior RCF of CHF 300.0m with a tenure of 6.5 years, maturing in December 2031. The facility remained undrawn as of 31 December 2025. Interest is based on the applicable benchmark rate (EURIBOR, SOFR or local equivalents) plus a margin determined by the leverage-based ratchet.

The Senior RCF, together with the Term Loan B facilities, constitutes the Group’s SFA.

The Senior RCF is the only facility within the Group’s financing structure that carries a maintenance financial covenant. Under the facility agreement, the Consolidated Senior Secured Net Leverage Ratio must not exceed 7.0x on any Test Date which occurs on a quarterly basis. This covenant is tested solely for the benefit of the RCF lenders and only when the Revolving Facility Financial Condition is met. The Group remained in full compliance with this covenant throughout the year.

Related Party Loan

In 2021, a subordinated convertible facility of CHF 475.0m was made available to the Company by the shareholders. On June 10, 2025, the facility agreement was amended and restated. Under the amended terms, the facility may be converted into equity under certain circumstances as defined in the agreement, including in connection with a qualified listing or other conversion events. PIK interest accrues on the amounts drawn at a rate of 12.5% per annum and at December 31, 2025, amounted to EUR 328.8m (2024: EUR 233.4m; 2023: EUR 153.3m) (Note 3.11). At December 31, 2025, a total of EUR 477.8m (2024: EUR 473.4m; 2023: EUR 479.0m) had been drawn (Note 7.3) and the remaining amount of the facility has expired. The maturity of the facility occurs 30 days after the earlier of (i) the last termination date of the Senior Facilities (as defined above) or (ii) the date on which the senior liabilities are discharged in full. The facility is guaranteed by each borrower and guarantor under the SFA but is fully subordinated to the claims of both the lenders under the SFA and holders of the Bonds.

Other Loans

Lease Liabilities

In 2023, the Group completed a significant transaction in which deSter BVBA (seller-lessee) entered into a sale and leaseback for its property in Hoogstraten, Belgium. The property was sold to Ster Vastgoed NV (buyer-lessor) for a total price of EUR 25.0m (including transaction costs), which was reported as cash inflow under Proceeds from sale of non-current assets. Subsequent to the sale, the company entered into a leaseback agreement for a period of 20 years with an option for a further five years. The sale resulted in a net decrease in property, plant and equipment of EUR 0.7m (Notes 3.4 and 3.7) and an increase in lease liabilities of EUR 18.8m.

Guarantees

As at December 31, 2025, the Group has no guarantees outstanding in favor of associates (2024: EUR 7.7m; 2023: EUR 7.3m).

Reconciliation of movements of liabilities and equity to cash flows arising from financing activities:

4.5Commitments and Contingent Liabilities

4.5.1Capital Commitments

As at December 31, 2025, capital expenditure for property, plant and equipment contracted for at the balance sheet date but not recognized in the Consolidated Financial Statements amounted to EUR 4.2m (2024: EUR 4.8m; 2023: EUR 2.6m).

4.5.2Contingent Liabilities

The Group has contingent liabilities arising in the ordinary course of business, principally in respect of legal claims, tax risks, guarantees, customer relationships, pledges, letters of credit and treasury relationships and transactions. It is not anticipated that any material liabilities will arise from such contingent liabilities other than those provided for in Note 3.10.

4.6Financial Risk Management

4.6.1Financial Risk Factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Board has put in place appropriate structures to ensure risk governance and monitoring across the Group.

The Group’s overall financial risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group may use derivative financial instruments to hedge certain risk exposures.

Financial risk management is carried out by a central treasury department which identifies, evaluates and hedges financial risks where appropriate. The principles for overall financial risk management, as well as policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk, the use of both derivative and non-derivative financial instruments and the investment of excess liquidity exist and are formally documented.

Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, net investments in foreign operations, third party financing transactions, as well as intercompany transactions.

Whenever possible, foreign exchange risks are reduced by matching income and expenditure in the same currency and negotiating terms with suppliers that include invoicing Group companies in their functional currency.

The Group invests in foreign subsidiaries, whose net assets are exposed to currency translation risk. Generally, the intention is that currency exposure of the net assets of subsidiaries is primarily managed through borrowings denominated in the relevant foreign currencies. When appropriate, the Group enters into foreign exchange or other derivative contracts to manage foreign currency exposures.

In 2025, the Group designated a Cross-Currency Interest Rate Swap ("CCIRS") as a cash flow hedge to mitigate foreign currency and interest rate risk arising from USD-denominated borrowings (Note 4.6.2). In 2024 and 2023, no such transactions were entered.

The following sensitivity analysis illustrates the foreign currency risk of the material currency exposures on profit after tax and equity. If there had been a change of 5% in the underlying currency with all other variables held constant, the result from the shift in exchange rates related to financial instruments held in the balance sheet can be summarized as follows:

Cash Flow and Fair Value Interest Rate Risk

The Group’s interest rate risk is primarily driven by changes to market interest rates on financial assets and liabilities subject to variable interest and risk-free rates. Together with the floating interest rates on cash balances, they form the cash flow risk which creates uncertainty over future net interest payments. The interest rate risk is limited through the issue of the fixed interest rate Bonds (nominal CHF 350.0m) and the fixed interest rate related party loan.

In 2025, to manage interest rate and related foreign currency risk arising from USD-denominated borrowings, the Group entered into a CCIRS designated as a cash flow hedge (Note 4.6.2). At December 31, 2024 and 2023, no such interest rate derivatives existed.

Assets and liabilities at fixed rates only expose the Group to fair value interest rate risk in case they are classified as fair value through profit or loss (Note 3.8).

The primary objective of the Group’s interest rate management is to protect the net interest result.

The Group analyzes its interest rate exposure on a regular basis. Various scenarios are simulated taking into consideration the sensitivity of financial assets and liabilities with variable interest rates and the refinancing of positions with a maturity of less than twelve months. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run for interest-bearing positions.

Based on the simulations performed, at December 31, 2025, if there had been an interest rate increase of 100 basis points/decrease of 50 basis points with all other variables held constant, loss after tax for the year would have been EUR 5.6m higher/EUR 2.8m lower (2024: EUR 4.2m higher/EUR 2.1m lower; 2023: EUR 3.4m higher/EUR 1.6m lower). At December 31, 2025, 2024 and 2023, other components of equity would not have been impacted.

Credit Risk

Credit risk reflects the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group.

It is the Group’s policy that customers who trade on credit terms are subject to credit verification procedures. The assessment of the credit quality of the Group’s customers is reflected in the Group’s internal rating system which takes into account the financial position, past experience, ownership structure, specific market conditions and other factors. In addition, receivable balances per customer are monitored, at least monthly, on a consolidated basis. The credit exposure by customer is regularly reviewed and approved by management. In cases where management assesses the trend of the exposure to any customer as unsatisfactory, or in cases where the credit quality of any customer deteriorates, the Group seeks to enforce measures to reduce the exposure and might revise the payment and credit terms. The total outstanding trade balances of the Group’s five largest receivable positions as at December 31, 2025, constitute 30.2% (2024: 29.6%; 2023: 33.8%) of the total gross trade receivable amount and individually they accounted for between 3.3% and 9.4% (2024: 3.4% and 9.3%; 2023: 4.4% and 9.3%) of the total gross trade receivables. Due to appropriate provisioning, management does not expect any additional losses from non-performance by customers.

The aging-analysis of the trade receivables is as follows:

Movements on the allowance for expected credit losses are as follows:

Provisions have been recognized against receivables to reflect the risk of non-collectability in the aviation industry in general, together with specific amounts for customers who represent an identified additional risk. Amounts provided are generally written off when there is no expectation of further recovery. The Group does not hold any significant collaterals as security.

The following table presents the allowances for expected credit losses alongside the corresponding expected credit loss rates for each risk category. In 2023, a single group-wide loss rate was applied while in 2024 and 2025, a more refined methodology was introduced, treating each segment as a distinct risk category to enhance credit loss estimation.

The credit risk arising from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions is limited because the Group’s risk policy stipulates that a major portion of cash and cash equivalents must be placed with broadly diversified counterparties that are assessed to have a low risk of default.

Impairment of Financial Assets

Financial assets at amortized cost are impaired based on the ECL model. At each balance sheet date the Group assesses whether the credit risk for a financial instrument has increased. For trade receivables, the Group applies the simplified approach required by IFRS 9.

Liquidity Risk

Liquidity risk arises through an excess of financial obligations over available financial assets due at any point in time. The Group’s approach to liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Group monitors its risk to a shortage of funds by reviewing short-term and mid-term cash forecasts during the year.

As at December 31, 2025, the Group’s liquidity sources consist of cash and cash equivalents amounting to EUR 528.0m (Note 4.1) and access to a committed multicurrency Senior RCF of CHF 300.0m (Note 4.4) maturing in December 2031, which remained undrawn at year-end.

On December 31, 2024, the Group’s previously available unused committed funds from its shareholders have expired, resulting in no entitlement to these resources.

The following table details the contractual maturity of the Group’s financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities at the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Future cash flows for interest payments on variable interest rates reflect market interest rates at the reporting date and these amounts may change as market interest rates change.

The disclosure for derivative financial liabilities shows net or gross cash flows depending on how the fund flow is structured to settle the instruments .

4.6.2Hedge Accounting

The Group is exposed to foreign currency and interest rate risk resulting from its USD-denominated external borrowings. As part of its risk management strategy, the Group uses CCIRS to mitigate variability in EUR-equivalent cash flows arising from:

The overall objective is to transform USD-denominated financing cash flows into synthetic EUR-denominated floating cash flows that align with the functional currency of the respective entity.

The hedge was designated on June 16, 2025. Quarterly settlements occur on a calendar-quarter basis. The hedge relationship covers both interest and principal amortizations in line with the terms of the underlying loan.

Cash Flow Hedge - Interest and Exchange Rate Component

Cash Flow Hedge

Hedge ineffectiveness arises primarily from:

Reconciliation of Cash Flow Hedge Reserve (OCI)

4.6.3Capital Risk Management

The Group’s objectives when managing capital are to safeguard its status as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain a capital structure that minimizes the cost of capital. To maintain or adjust the capital structure, the Group may distribute dividends, issue new shares or adjust the level of debt. The Group’s existing committed credit facilities are available to the Company and certain of its subsidiaries (Note 4.4). The RCF and the Term Loan contain a covenant with respect to liquidity. The Company has remained in compliance with its covenants.

4.6.4Fair Value of Financial Assets and Financial Liabilities

Financial assets are recognized at amortized cost, which approximates fair value, or at fair value (Note 3.8). Financial liabilities are generally recognized at amortized cost, which approximates fair value. The fixed rate Bonds accounted for at amortized cost of EUR 375.2m (2024: EUR 371.2m; 2023: EUR 375.1m) (Note 4.4) are quoted in an active market (Level 1 measurement) with a fair value of EUR 375.6m (2024: EUR 341.3m; 2023: EUR 261.3m).