4.4Debt and Lease Liabilities

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

in EUR m

2025

2024

2023

Short-term debt

Bank overdrafts

1.6

2.3

5.3

Term Loan

4.3

-

-

Other loans

9.9

51.2

14.6

Lease liabilities

78.7

80.5

61.1

Total short-term debt

94.5

134.0

81.0

Long-term debt

Bonds

375.2

371.2

375.1

Term Loan

1,097.7

306.1

280.8

Revolving Credit Facility

-

500.3

470.0

Related party loan

476.9

471.9

476.9

Other loans

32.0

186.4

226.0

Lease liabilities

447.6

414.7

342.4

Total long-term debt

2,429.4

2,250.6

2,171.2

The terms and conditions of outstanding loans are as follows:

in EUR m

Currency

Nominal interest rate

Year of maturity

Carrying amount 2025

Carrying amount 2024

Carrying amount 2023

Bonds

CHF

3.0%

2027

375.2

371.2

375.1

Term Loan B

EUR / USD

5.6%-8.6%

2032

1,102.0

-

-

Term Loan A

EUR

6.0%-6.9%

2026

-

306.1

280.8

Revolving Credit Facility

EUR

5.6%-6.4%

2026

-

355.9

328.1

Revolving Credit Facility

SEK

5.7%-6.2%

2026

-

144.4

141.9

Related party loan

CHF

12.5%

2032

476.9

471.9

476.9

Other loans

- France: Government guaranteed bank loans

EUR

2.6%-3.0%

n/a

-

86.0

86.0

- US: Unsecured government loan

USD

4.0%-10.0%

n/a

-

94.6

86.0

- Other

various

various

various

43.5

59.3

73.9

Lease liabilities

various

various

2026-2048

526.3

495.2

403.5

Balance at December 31

2,523.9

2,384.6

2,252.2

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:

2025 in EUR m

Bonds

Term Loan

Revolving Credit Facility

Related party loan

Other loans

Lease liabilities

Equity

Total

Balance at January 1, 2025

371.2

306.1

500.3

471.9

239.9

495.2

(1,075.9)

1,308.7

Proceeds from debt

-

1,141.1

-

-

3.6

-

-

1,144.7

Capitalized transaction costs

-

(30.2)

-

-

-

-

-

(30.2)

Repayments of debt and principal amount of lease liabilities

-

(322.2)

(526.1)

-

(189.8)

(84.9)

-

(1,123.0)

Acquisition of non-controlling interests (Note 4.3)

-

-

-

-

-

-

(6.2)

(6.2)

Dividends paid to non-controlling interests (Note 4.3)

-

-

-

-

-

-

(14.4)

(14.4)

Changes from financing cash flows(I)

-

788.7

(526.1)

-

(186.2)

(84.9)

(20.6)

(29.1)

Changes arising from obtaining or losing control of subsidiaries or other businesses

-

-

-

-

-

(1.6)

-

(1.6)

Exchange differences

3.5

(6.0)

4.0

4.4

(11.6)

(22.2)

(56.0)

(83.9)

Change in bank overdrafts

-

-

-

-

(0.3)

-

-

(0.3)

Amortization of transaction costs

0.5

3.1

1.2

0.6

-

-

-

5.4

Capitalized accrued transaction costs

-

(3.3)

-

-

-

-

-

(3.3)

Capitalized interest expense and other changes

-

13.4

20.6

-

1.7

-

-

35.7

New leases

-

-

-

-

-

92.3

-

92.3

Lease modifications

-

-

-

-

-

47.5

-

47.5

Total liability-related other changes

0.5

13.2

21.8

0.6

1.4

139.8

-

177.3

Total equity-related other changes

-

-

-

-

-

-

(39.2)

(39.2)

Balance at December 31, 2025

375.2

1,102.0

-

476.9

43.5

526.3

(1,191.7)

1,332.2

2024 in EUR m

Bonds

Term Loan

Revolving Credit Facility

Related party loan

Other loans

Lease liabilities

Equity

Total

Balance at January 1, 2024

375.1

280.8

470.0

476.9

245.9

403.5

(1,061.1)

1,191.1

Proceeds from debt

-

-

1.1

-

3.6

-

-

4.7

Repayments of debt and principal amount of lease liabilities

-

-

(6.0)

-

(20.6)

(79.3)

-

(105.9)

Acquisition of non-controlling interests (Note 4.3)

-

-

-

-

-

-

(2.5)

(2.5)

Dividends paid to non-controlling interests (Note 4.3)

-

-

-

-

-

-

(11.5)

(11.5)

Changes from financing cash flows(II)

-

-

(4.9)

-

(17.0)

(79.3)

(14.0)

(115.2)

Changes arising from obtaining or losing control of subsidiaries or other businesses

-

-

-

-

(0.4)

(1.1)

-

(1.5)

Exchange differences

(4.4)

-

(4.3)

(5.6)

7.4

7.2

20.0

20.3

Change in bank overdrafts

-

-

-

-

(3.2)

-

-

(3.2)

Amortization of transaction costs

0.5

0.4

0.7

0.6

-

-

-

2.2

Capitalized interest expense and other changes

-

24.9

38.8

-

7.2

-

-

70.9

New leases

-

-

-

-

-

99.9

-

99.9

Lease modifications

-

-

-

-

-

65.0

-

65.0

Total liability-related other changes

0.5

25.3

39.5

0.6

4.0

164.9

-

234.8

Total equity-related other changes

-

-

-

-

-

-

(20.8)

(20.8)

Balance at December 31, 2024

371.2

306.1

500.3

471.9

239.9

495.2

(1,075.9)

1,308.7

2023 in EUR m

Balance at January 1, 2023

351.0

262.9

431.0

424.4

244.8

412.9

(806.8)

1,320.2

Proceeds from debt

-

-

10.8

23.1

15.4

-

-

49.3

Repayments of debt and principal amount of lease liabilities

-

-

-

-

(18.8)

(65.0)

-

(83.8)

Acquisition of non-controlling interests (Note 4.3)

-

-

-

-

-

-

(1.5)

(1.5)

Capital increase

-

-

-

-

-

-

0.3

0.3

Dividends paid to non-controlling interests (Note 4.3)

-

-

-

-

-

-

(7.8)

(7.8)

Changes from financing cash flows(III)

-

-

10.8

23.1

(3.4)

(65.0)

(9.0)

(43.5)

Exchange differences

23.6

-

0.6

28.8

(3.2)

(2.0)

(77.4)

(29.6)

Change in bank overdrafts

-

-

-

-

0.4

-

-

0.4

Amortization of transaction costs

0.5

0.4

0.7

0.6

-

-

-

2.2

Capitalized interest expense and other changes

-

17.5

26.9

-

7.3

-

-

51.7

New leases

-

-

-

-

-

51.3

-

51.3

Lease modifications

-

-

-

-

-

6.3

-

6.3

Total liability-related other changes

0.5

17.9

27.6

0.6

7.7

57.6

-

111.9

Total equity-related other changes

-

-

-

-

-

-

(167.9)

(167.9)

Balance at December 31, 2023

375.1

280.8

470.0

476.9

245.9

403.5

(1,061.1)

1,191.1

(I)The total financing cash flow in the Consolidated Cash Flow Statement amounts to EUR 128.5m. The difference to the EUR 29.1m presented in this table mainly relates to interest paid on lease liabilities and other loans (EUR 99.4m) not included in the debt categories of this reconciliation. The Repayments of debt and principal amount of lease liabilities (EUR 946.8m) and the Interest paid (EUR 275.6m) in the Consolidated Cash Flow Statement include the interest paid relating to the RCF and Term Loan (EUR 176.4m).

(II)The total financing cash flow in the Consolidated Cash Flow Statement amounts to EUR 177.2m. The difference to the EUR 115.2m presented in this table mainly relates to interest paid on lease liabilities and other loans (EUR 62.0m) not included in the debt categories of this reconciliation.

(III)The total financing cash flow in the Consolidated Cash Flow Statement amounts to EUR 100.0m. The difference to the EUR 43.5m presented in this table mainly relates to interest paid on lease liabilities and other loans (EUR 56.5m) not included in the debt categories of this reconciliation.

Accounting Policies – Other Financial Liabilities, including Debt

Debt and other financial liabilities are initially recognized at fair value, net of transaction costs incurred and subsequently carried at amortized cost. Any difference between the amount borrowed and the repayment amount is reported in the Consolidated Income Statement over the duration of the loan using the effective interest rate method. Debt and financial liabilities are classified as current unless the Group has an unconditional right to defer settlement for at least twelve months after the balance sheet date.