5.2Long-term Incentive Plans

The employee benefit long-term incentive plans expense recognized in the Consolidated Income Statement is as follows:

in EUR m

2025

2024

2023

Other long-term incentive plans

9.0

2.7

4.0

Share-based payments

39.5

13.9

8.0

Long-term incentive plans

48.5

16.6

12.0

During 2025, 2024 and 2023, the Group has operated the following long-term incentive plans, which are all settled for cash. and for which no shareholder exit or partial exit has been assumed in determining the respective provisions. All long-term incentive plans are subject to service and / or performance conditions to ensure alignment with shareholders’ interests .

The amounts reported above and in Note 7.3.1 show the variance in the value of the related financial provision year-on-year of all grants initially scheduled at the establishment of the plan in 2021 based on updates to the estimated value of the company. No vestings under the program took place until 2024.

In 2025, payouts occurred which were predominantly attributable to the wider management plan, while no vestings occurred under the remaining programs.

The figures in the table include:

Executive Management Board

The total accrued value for five separate grants under an equity-linked plan (IFRS 2 - cash settled) covering the years 2024 to 2025, with expected vesting between 2026 and 2028. All grants are subject to service conditions. While all grants also incorporate performance conditions (with the refinancing condition included only in certain later grants, alongside defined shareholder return metrics), the performance-based component reflects a lower proportion of the earlier grants compared to the final two grants. This plan allows the EMB to partake in up to 5% of the assessed equity value, with payment in 2028 and 2029, or an exit pay out in the case of a realization event, subject to either service conditions or a combination of service and non-market performance conditions. In the event of an IPO, any payout shall be settled in listed shares.

The total accrued value for five separate grants under a cash-based plan (IAS 19), covering the years 2024 to 2025, with expected vesting in 2027. All grants are subject to service and performance conditions (including successful re-financing), with payment in 2027.

No further grants are planned under the current program.

Board of Directors

The total accrued value for two separate grants under an equity-linked plan (IFRS 2 – cash settled) for non-executive members of the Company’s Board who are not shareholder representatives covering the years 2024 and 2025. Both grants are subject to time-based vesting and performance conditions (including defined shareholder return metrics). These grants vest at grant date with payment in 2028 and 2029, unless there is an earlier exit event. A final grant under this program is scheduled following the AGM 2026.

Wider Management

The total accrued value for a cash-based plan (IAS 19) for a wider group of management, covering the years 2024 to 2025, with expected vesting between 2026 and 2028. Payment in each year is subject to service and performance conditions, including absolute EBITDA, EBTIDA margin, and Free Cash Flow (FCF) targets, as well as successful refinancing.

No further grants are planned under the current program.

Old Plans

The remaining elements of other prior year plans (IAS 19).

As at December 31, 2025, the provision for long-term incentive plans amounted to EUR 78.3m (2024: EUR 31.0m; 2023: EUR 16.1m) (Note 3.10).