2026 HALF -YEAR
FINANCIAL REPORT
2
CONTENTS
Geox S.p.A.
Registered Offices in Italy - Via Feltrina Centro 16, Biadene di Montebelluna (Treviso) Share Capital - Euro 36,690,453.10 fully paid Tax Code and Treviso -Belluno Companies Register 03348440268
3
DIRECTORS’ REPORT ................................ ................................ ................................ ................................ .... 5 Profile ................................ ................................ ................................ ................................ ................................ 6 The distribution system ................................ ................................ ................................ ................................ ... 7 The production system ................................ ................................ ................................ ................................ .... 8 Human resources ................................ ................................ ................................ ................................ ............. 9 Shareholders ................................ ................................ ................................ ................................ ................... 10 Financial communication ................................ ................................ ................................ ................................ ................................ ....... 10 Control of the Company ................................ ................................ ................................ ................................ ................................ ...... 10 Shares held by directors and statutory auditors ................................ ................................ ................................ ............................ 10 Company Officers ................................ ................................ ................................ ................................ .......... 11 Group Structure ................................ ................................ ................................ ................................ ............. 12 Alternative performance measures ................................ ................................ ................................ .............. 13 Economic results ................................ ................................ ................................ ................................ ............ 13 Economic results summary ................................ ................................ ................................ ................................ ................................ .. 13 Sales ................................ ................................ ................................ ................................ ................................ ................................ ............ 15 COGS and gross margin ................................ ................................ ................................ ................................ ................................ ....... 17 Operating expenses ................................ ................................ ................................ ................................ ................................ ............... 17 EBITDA and EBIT ................................ ................................ ................................ ................................ ................................ ................... 17 Financial income and expenses ................................ ................................ ................................ ................................ ........................... 17 Income taxes ................................ ................................ ................................ ................................ ................................ ............................ 18 IFRS 16 effects on 2025 Profit and Loss ................................ ................................ ................................ ................................ ........... 18 The Group’s financial performance ................................ ................................ ................................ .............. 19 The Group’s financial performance ................................ ................................ ................................ ................................ ................... 19 IFRS 16 effects on the Group’s financial performance ................................ ................................ ................................ .................. 21 Consolidated cash flows statement and investments of the period ................................ ................................ .......................... 22 IFRS 16 effects on consolidated cash flows statement ................................ ................................ ................................ ................. 23 Treasury shares and equity interests in parent companies ................................ ................................ ........ 24 Stock Plan ................................ ................................ ................................ ................................ ....................... 24 Transactions between Related Parties ................................ ................................ ................................ ......... 25 Significant events during the year ................................ ................................ ................................ ................ 25 Significant subsequent events after 30 June 2026 ................................ ................................ ........................ 25 Outlook ................................ ................................ ................................ ................................ ........................... 25
HALF -YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY
NOTES ................................ ................................ ................................ ................................ ............................ 27 ATTACHMENTS ................................ ................................ ................................ ................................ ........... 85
4
5
DIRECTORS’
REPORT
6
Profile
The Geox Group creates, produces, promotes and distributes Geox -brand footwear and apparel, the main feature of which is the use of innovative and technological solutions that can guarantee the ability to breathe and remain waterproof at the same time.
The extraordinary success that Geox has achieved is due to the technological characteristics of its shoes and apparel that improve foot and body comfort in a way that consumers are able to appreciate immediately.
Geox's innovation stems essentially from the creation and development of special outsoles: thanks to a special membrane that is permeable to vapor but impermeable to water, rubber outsoles are able to breathe and leather outsoles remain waterproof. In the apparel sector the innovation increases the expulsion of body’s internal humidity thanks to hollow spaces and aerators .
Footwear 92%Apparel 8%
7 The distribution system
Geox distributes its products through almost 8,000 multi-brand selling points and through a Geox shops network (Franchising and DOS – directly operated stores).
As of 30 June 2026, the overall number of "Geox Shops" came to 525 of which 231 operated directly, 198 in franchising and 9 6 under license agreement.
Geox Shops
(*) Europe includes: Austria, Benelux, France, Germany, Great Britain, Iberian Peninsula, Scandinavia, Switzerland Italy 147 Europe (*) 143Other Countries 235
8 The production system
Geox's production system is organized so as to ensure the attainment of three strategic objectives:
• maintaining high quality standards;
• continuously improving flexibility and time to market;
• increasing productivity and reducing costs.
Production is completed by selected partners mainly in the Far East. All stages of the production process are under the strict control and coordination of the Geox organization.
Great care is taken by the Group in selecting third -party producers, taking into account their technical skills, quality standards and ability to handle the production volumes which are assigned by the agreed deadlines.
All of the output from these manufacturing locations is consolidated at the Group's distribution centers in Italy for Europe, Moscow for Russia and Ontario for Canada.
9
Human resources
As of 3 0 June 2026 the Group had 2, 011 employees , showing a decrease of 2 01 employees compared with 2, 212 employees at 31 December 2025.
It should be noted that market conditions and general consumption trends continue to affect sector demand, which remains in significant contraction. In this scenario, the Group accelerated several initiatives during 2025 aimed at restructuring its internal operating model, in order to enhance its efficiency and sustainability, through the optimization of fixed costs and an increased capacity to absorb them.
In this regard, in Italy, during the second half of 2025 an agreement has been reached and signed with the Trade Unions regarding the management of redundancies identified as part of the ongoing reorganization process. The agreement provides for the use of social safety nets, such as solidarity contracts, and the adoption of a voluntary redundancy incentive plan. It should be noted that the termination of the solidarity contracts, initially scheduled for April 2026, has been broug ht forward to February 2026 .
A reduction in the workforce was also recorded in Other Countries, particularly in Hong Kong and Russia, mainly due to measures aimed at downsizing of the operating structure.
As of 3 0 June 2026, the employees were split as follows :
Level 06-30-2026 12-31-2025
Managers 24 29 Middle Managers and office staff 525 637 Shop Employees 1,461 1,545 Factory Workers 1 1
Total 2,011 2,212
The chart shows the employees of the Group as of 3 0 June 2026 compared to 31 December 202 5, broken down by
geographic area:
(*) Europe includes: Austria, Benelux, France, Germany, Great Britain, Iberian Peninsula, Scandinavia, Switzerland 1.023 646
3421.202
647 363
Italy Europe* Other Countries06-30-2026 12-31-2025
10
Shareholders
Financial communication
Geox maintains a constant dialogue with individual shareholders, institutional investors and financial analysts through its Investor Relations function, which actively provides information to the market to consolidate and enhance confidence and level of un derstanding of the Group and its businesses.
The Investor Relations section, at www.geox.biz, provides historical financial data and highlights, investor presentations, quarterly publications, official communications and real time trading information on Geox shares.
Control of the Company
Geox S.p.A. is a joint -stock company incorporated and domiciled in Italy with registered office in Via Feltrina Centro 16, Biadene di Montebelluna (TV), Italy. It is specified that the Company has no secondary offices.
LIR S.r.l. holds a controlling interest in the share capital of Geox S.p.A. with a shareholding of 71 .16%. LIR S.r.l., with registered offices in Montebelluna (TV), Italy, is an investment holding company that belongs entirely to Mario Moretti Polegato and Enrico Moretti Polegato (who respectively own 85% and 15% of the share capital).
Geox S.p.A. is not subject to management and coordination activities exercised by another person or entity for the reasons explained in the paragraph Transactions between Related parties of this Directors' Report to which reference should be made.
Shares held by directors and statutory auditors
As mentioned previously, the directors Mr. Mario Moretti Polegato and Mr. Enrico Moretti Polegato directly hold the entire share capital of LIR S.r.l., the Parent Company of Geox S.p.A..
Directors, statutory auditors and executives with strategic responsibilities have submitted declarations that they hold 193,213 shares of the Company as of 3 0 June 2026. These shares are held exclusively by key management executives.
11
Company Officers
Board of Directors
Name Position and independent status (where applicable)
Mario Moretti Polegato (1) Chairman and Executive Director Enrico Moretti Polegato (1) Vice Chairman and Executive Director Francesco Di Giovanni (1) Claudia Baggio CEO and Executive Director
Director
Ubaldo Livolsi (3) Alessandro Antonio Giusti (2) Director
Director
Clelia Leonello (2) (3) Independent Director Silvia Zamperoni (3) Independent Director Gaudiana Giusti (2) (4) Independent Director
(1) Member of the Executives Committee (2) Member of the Audit, Risk and Sustainability Committee (3) Member of the Nomination and Compensation Committee (4) Lead Independent Director
Board of Statutory Auditors
Name Position
Valeria Conti Chairman Giovanni Naccarato Statutory Auditor
Fabio Tempestini
Francesca Salvi
Matteo Toffolatti Statutory Auditor
Alternate Auditor
Alternate Auditor
Independent Auditors
KPMG S.p.A.
12
Group Structure
The structure of the Group controlled by Geox S.p.A., which acts as an operating holding company, is split into 3 macro -
groups:
• Non-EU trading companies. Their role is to monitor and develop the business in the various markets. They operate on the basis of licensing or distribution agreements stipulated with the Parent Company.
• EU companies. At the beginning their role was to provide commercial customer services and coordinate the sales network in favor of the Parent Company which distributes the products directly on a wholesale basis.
Then, they started to manage the Group's own shops in the various countries belonging to the European Union.
• European trading companies. They are responsible for developing and overseeing their area in order to provide a better customer service, increasing the presence of the Group through localized direct sales force and investments in showrooms closer to the market. The trading companies in Switzerland, Russia and UK, also have the need of purchasing a product immediately marketable in the territory, having already complied with the customs.
13 Alternative performance measures
In order to better assess its performance, Geox Group makes use of some alternative performance measures which are not identified as accounting measures under IFRS. Management believes that these measures are useful in assessing the Group's operating perfo rmance and comparing it to that of companies operating in the same sector, and are intended to provide a supplementary view of results. These alternative performance measures are derived exclusively from historical financial data of the Group and are not t o be considered as substitutes for IFRS measures.
The definitions of the alternative performance measures adopted in this document are provided below:
• Revenues at constant exchange rates : they are represented by the translation of revenues in foreign currencies other than the Euro at the same exchange rate as the current year, also for previous year's values.
• Like for like (LFL) : it represents the revenue trend for the current year at a constant perimeter compared to the previous year.
• EBITDA : it is Operating profit before Amortization and Depreciation and write -downs of tangible/intangible assets and Right -of-use assets.
• Net working capital: it is Inventories, plus Accounts Receivables net of Trade Payables.
• Invested Capital : it is the total amount of Non -current assets, Current assets excluding financial assets (Other current financial assets and Cash and cash equivalents), net of Non -current liabilities, Current liabilities, excluding financial liabilities (Current and non -current interest -bearing loans & borrowings, Other current and non -current financial liabilities, and Current and non -current lease liabilities).
• IFRS 16 Impact : it identifies the accounting effects of the application of IFRS 16 on the Group's financial statements by extrapolating the impact of the various items related to Lease Assets and Lease Financial Liabilities.
• Adjustments impact : it identifies the accounting effects on individual line items by extrapolating the impact of some extraordinary and non -recurring costs.
Economic results
Economic results summary
Sales f or the first half of 2026 declined by approximately Euro 35.0 million ( -11.4%) compared to the same period of previous year. On a comparable basis the decline was 8.8%.
Gross margin improves as a percentage of sales (52.6% compared to 51.2%) d riven by initiatives to optimize the collection and channel mix .
Management is continuing the implementation of the operational efficiency plan launched in the previous year and aimed at containing the cost base, generating in the first half of 2026 savings of approximately Euro 19.1 million compared to the same period of the previous year.
Thanks to these measures and their timely execution, the operating result, net of non -recurring costs (Adjusted EBIT), amounted to Euro 5.6 million (Euro 0.6 million in the first half of 2025), marking a significant improvement compared to the same period of the previous year, despite the decline in sales.
14 The following chart shows the reconciliation between the net result of the first half 2025 and the first half 2026:
Below is a summary of the Group’s results for the first half of 2026:
• Sales amounted to Euro 270.4 m illion, down by 11.4% compared to the first half of 2025. On a comparable basis the decrease was 8.8%;
• Adjusted EBITDA excluding IFRS 16 impact stood at Euro 12.6 million compared to Euro 8.6 million in the first half of 2025;
• Adjusted operating result (EBIT) w as positive at Euro 5.6 million compared to Euro 0.6 million in the first half of
2025;
• Adjusted net result amounted t o Euro -3.1 million, in line with the first half of 2025.
The consolidated income statement is shown below:
(Thousands of Euro ) I half 2026 Non
recurring
items I half
2026
Adjusted % I half
2025 Non
recurring
items I half
2025
Adjusted %
Sales 270,355 - 270,355 100.0% 305,295 - 305,295 100.0% Cost of sales (128,217) - (128,217) (47.4%) (149,008) - (149,008) (48.8%) Gross margin 142,138 - 142,138 52.6% 156,287 - 156,287 51.2% Selling and distribution costs (12,908) - (12,908) (4.8%) (16,626) - (16,626) (5.4%) Advertising and promotion costs (10,139) - (10,139) (3.8%) (11,373) - (11,373) (3.7%) Net g eneral and administrative expenses (114,380) 855 (113,525) (42.0%) (129,432) 1,748 (127,684) (41.8%)
EBIT 4,711 855 5,566 2.1% (1,144) 1,748 604 0.2%
Net financial expenses (6,537) - (6,537) (2.4%) (2,548) - (2,548) (0.8%)
PBT (1,826) 855 (971) (0.4%) (3,692) 1,748 (1,944) (0.6%)
Income tax (2,086) - (2,086) (0.8%) (1,202) - (1,202) (0.4%) Net result (3,912) 855 (3,057) (1.1%) (4,894) 1,748 (3,146) (1.0%)
EBITDA 36,951 37,806 14.0% 32,425 34,173 11.2%
EBITDA excl. IFRS 16 11,763 12,618 4.7% 6,837 8,585 2.8%
15
Sales
Consolidated sales for f irst half of 2026 amounted to Euro 270.4 million, down 11.4% compared to the same period of the previous year ( -11.6% at constant exchange rates). The decline recorded is in line with the trend observed during the SS26 sales campaign for the Wholesale B&M and Web channels, while the ongoing drop in store traffic resulted in 8.5% reduction in the Retail Channel. On a comparable basis, the decline was 8.8%.
Sales by Distribution Channel
(Thousands of Eu ro) I half 2026 % I half 2025 % Var. %
Wholesale 87,514 32.4% 100,572 32.9% (13.0%) Retail 113,505 42.0% 124,068 40.6% (8.5%) Web 69,336 25.6% 80,655 26.5% (14.0%)
Total sales 270,355 100.0% 305,295 100.0% (11.4%)
Wholesale channel sales amounted t o Euro 87.5 million, representing 32.4% of total Group sales (32.9% in the first half of 2025), recording a decline of 13.0% at current exchange rates (-12.8% at constant exchange rates) compared to Euro 100.6 million in the first half of 2025. This performance reflects a lower order intake for the SS26 collection compared to the previous year across all key markets.
Retail channels sales amounted t o Euro 113.5 million, accounting for 42.0% of total Group sales, down compared to Euro 124.1 million in the first six months of 2025 ( -8.5% at current exchange rates, -8.7% at constant exchange rates).
This decline is mainly attributable to a negative net perimeter effect of approximately Euro 3.9 million, due to store closures, and to a negative performance effect of approximately Euro 6.9 million due to a deterioration in store traffic.
As for the distribution perimeter, the number of directly operated physical stores (DOS B&M) decreased from 238 in June 2025 to 231 in June 2026, while the number of franchised points of sale (In Deal – Retail) was reduced from 126 to 98 over the same peri od.
Sales generated through digital c hannels recorded a decrease of 14.0% compared to first half of 2025. The positive performance of the owned website was not sufficient to offset the lower order volumes from Wholesale web and Marketplace platforms. It is worth mentioning the positive LFL performanc e of +9.2% of the owned website, which partially offsets the negative performance of the channel.
Sales by Region
(Thousands of Euro ) I half 2026 % I half 2025 % Var. %
Italy 83,707 31.0% 90,460 29.6% (7.5%) Europ e (*) 130,978 48.4% 144,723 47.4% (9.5%) Other countries 55,670 20.6% 70,112 23.0% (20.6%)
Total sales 270,355 100.0% 305,295 100.0% (11.4%)
(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland.
Sales generated in Italy a ccounted for 31.0% of total Group sales (29.6% in the first half of 2025), amounting to Euro 83.7 million, down by 7.5% compared to Euro 90.5 million in the first half of 2025. This decrease is attributable to negative performance across all channels, only partially offset by the positive LFL performance of the Dos Web channel (+14.9%).
16 Sales generated in Europe r epresent 48.4% of total Group sales (47.4% in the first six months of 2025) and amount to Euro 131.0 million, compared to Euro 144.7 million in the first half of 2025, recording a decline of 9.5% (9.4% at constant exchange rates), mainly attributable to th e negative performance of DACH area and France.
It should be highlighted the positive LFL performance, as for Italy, of the Dos Web channel (+9.3%).
Sales generated in Other countries account for the 20.6% of total Group sales (23.0% in the first six months of 2025) and amount to Euro 55.7 million, compared to Euro 70.1 million in the first half of 2025, recording a decline of 20.6% compared to the first six months of 2025 ( -21.4% at constant exchange rates).
This trend is mainly linked to the negative performance in the MEA area (Middle East & Africa) and in Russia, where operations continue to be affected by the ongoing instability and tensions related to the conflicts.
Sales by product category
(Thousands of Euro ) I half 2026 % I half 2025 % Var. %
Footwear 248,694 92.0% 280,651 91.9% (11.4%) Apparel 21,661 8.0% 24,644 8.1% (12.1%)
Total sales 270,355 100.0% 305,295 100.0% (11.4%)
Footwear account s for 92.0% of c onsolidated sales, reaching Euro 248.7 million, marking a 11.4% decline ( -11.5% at constant exchange rates) compared to Euro 280.7 million in the first six months of 2025. Apparel represents 8.0% of consolidated sales, equal to Euro 21.7 million, compared to Euro 24.6 million in the first half of 2025 ( -12.1% at current exchange rates, -12.6% at constant exchange rates).
Mono -brand store network – Geox shops
As of June 30, 2026 the t otal number of “Geox Shops” stood at 525, of which 231 were DOS. During the first six months of 2026, 13 new Geox Shops were opened and 58 were closed, in line with the planned optimization of the distribution network in the more mature markets.
06-30-2026 12-31-2025 I half 2026
Geox of which Geox of which Perimeter Openings Closings Shops DOS Shops DOS Change
Italy 147 100 152 104 (5) 2 (7) Europ e (*) 143 90 147 89 (4) 2 (6) Other countries (**) 235 41 271 42 (36) 9 (45)
Total 525 231 570 235 (45) 13 (58)
(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland.
(**) Includes Under License Agreement Shops (96 as of June 30, 2026, 127 as of December 31, 2025 ). Sales from these shops are not included in the franchising channel.
17 Group performance: other income statement items The first half of 2026 results are presented adjusted for certain non -ordinary and non -recurring costs, as previously outlined, to ensure comparability with the same period of the previous year.
Below are the key h ighlights:
COGS and gross margin
Cost of sales amounted to 47.4%, resulting in a gross margin of 52.6%. The gross margin improves as a percentage of sales (52.6% compared to 51.2%) d riven by initiatives to optimize the collection and channel mix .
Operating expenses
Total operating c osts for the first half of 2026, adjusted for non -recurring items amounting to Euro 0.9 million, stood at Euro 136.6 million compared to Euro 155.7 million in the first half of 2025, marking a reduction of Euro 19.1 million.
The incidence on sales stood at 50.5% compared to 51.0% in the first six months of 2025.
As previously mentioned, in t he second half of 2025 the management implemented a plan to resize the Group’s operational structure which, combined with the efficiency measures already ongoing for several months, allowed for a reduction in costs compared to the previous year:
• selling and distribution costs a mounted to Euro 12.9 million (Euro 16.6 million in the first half of 2025) reflecting an absolute reduction of Euro 3.7 million. Following the above -mentioned decline in sales, these costs represented 4.8% of sales (5.4% in the first half of 2025);
• advertising and promotion expenses totaled Euro 10.1 million, accounting for 3.8% of sales, marking a reduction of Euro 1.3 million compared to Euro 11.4 million in the same period of the previous year (3.7% in the first half
of 2025);
• adjusted general and administrative e xpenses amounted to Euro 113.5 million, reflecting an absolute reduction of Euro 14.2 million (an incidence of 42.0%), compared to Euro 127.7 million in the first half of 2025 (41.8% the incidence). The reduction is mainly attributable to lower personnel c osts, lower services and consulting fees, relating to the organizational structure, the downsizing of logistics costs and the store network.
EBITDA and EBIT
The a djusted EBITDA stood at Euro 37.8 million (14.0% of sales) compared to Euro 34.2 million in the first half of 2025 (11.2% of sales). EBITDA, before the application of IFRS 16 and adjusted for the afore mentioned extraordinary costs, amounted to Euro 12.6 million (Euro 8.6 million in the first half of 2025). Adjusted EBIT stood at Euro 5.6 million, significantly improv ing compared with the first half of 2025 when it stood at Euro 0.6 million.
Financial income and expenses
Net financial income and expenses amounted to Euro -6.5 million, increasing compared to the first half of 2025 (Euro -
2.5 million). The increase in finance costs is primarily due to a decrease in income resulting from exchange rate differences.
The main components include :
• IFRS 16 financial costs of E uro 3.0 million (Euro 2.8 million in the first half of 2025);
• financial expenses of Euro 2.3 m illion, decreasing compared to first half of 2025 (Euro 3.0 million) thanks to a lower average level of indebtedness in the period, supported by the capital increase and by reduced receivables assignment to the factor;
• positive exchange rates diffe rences of approximately Euro 0.3 million (Euro 4.9 million in the first half of 2025) primarily related to Geox RUS, due to fluctuations in the EUR/RUB exchange rate.
18
Income taxes
Income taxes for the first half of 2026 a mounted to Euro 2.1 million, compared to Euro 1.2 million in the first six months of 2025. This non -cash charge is mainly driven by the reversal of deferred tax assets related primarily to balance sheet provisions.
IFRS 16 effects on first half 2026 Profit and Loss
In order to give a clearer representation of the Group's performance and to improve the level of transparency for the financial community, a reconciliation between the income statement figures for the semester and those excluding the accounting effects resulting from the application of IFRS 16 is presented below:
(Thousands of Euro) I half
2026 IFRS
16 impact I half 2026
excl. IFRS
16 impact % I half 2025
excl. IFRS
16 impact %
Sales 270,355 - 270,355 100.0% 305,295 100.0% Cost of sales (128,217) - (128,217) (47.4%) (149,008) (48.8%) Gross margin 142,138 - 142,138 52.6% 156,287 51.2% Selling and distribution costs (12,908) (492) (13,400) (5.0%) (17,270) (5.7%) Advertising and promotion costs (10,139) (144) (10,283) (3.8%) (11,514) (3.8%) General and administrative expenses - net (114,380) (1,413) (115,793) (42.8%) (131,035) (42.9%)
EBIT 4,711 (2,049) 2,662 1.0% (3,532) (1.2%)
Net interest (6,537) 2,983 (3,554) (1.3%) 293 0.1%
PBT (1,826) 934 (892) (0.3%) (3,239) (1.1%)
Income tax (2,086) - (2,086) (0.8%) (1,202) (0.4%) Net result (3,912) 934 (2,978) (1.1%) (4,441) (1.5%)
EBITDA 36,951 (25,188) 11,763 4.4% 6,837 2.2%
The item IFRS 16 impact includes mainly the following effects:
• elimination of depreciation and write -downs for Euro 23,139 thousand, relating to Right -of-use assets;
• higher rent and lease costs for Euro 25,188 thousand;
• lower financial expenses related to financial lease liabilities for Euro 2,983 thousand.
It is emphasized that the income statements set out above, which exclude the impact of the application of IFRS 16, are not to be considered as substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation must be carefully considered by the reader of this Financial Report.
19 The Group’s financial performance
The Group’s financial performance
The following table summarizes the reclassified consolidated balance sheet data:
(Thousands of Euro) June 30, 2026 Dec. 31, 2025 June 30, 2025
Intangible assets 17,331 20,829 24,486 Property, plant and equipment 25,401 28,030 30,301 Right-of-use assets 200,063 208,961 226,907 Other non -current assets - net 29,594 32,403 34,750 Total non -current assets 272,389 290,223 316,444 Net operating working capital 125,560 135,743 141,722 Other current assets (liabilities), net (16,550) (25,477) (17,331) Net invested capital 381,399 400,489 440,835
Equity 75,735 75,094 79,367 Provisions for severance indemnities, liabilities and charges 5,403 5,727 5,958 Net financial position 300,261 319,668 355,510 Net invested capital 381,399 400,489 440,835
The following table shows the mix and changes in the net operating working capital and other current assets (liabilities):
(Thousands of Euro) June 30, 2026 Dec. 31, 2025 June 30, 2025
Inventories 194,353 225,794 246,876 Accounts receivable 67,833 69,011 71,811 Trade payables (136,626) (159,062) (176,965) Net operating working capital 125,560 135,743 141,722 % of sales for the last 12 months 21.9% 22.3% 21.8%
Taxes payable (4,391) (5,987) (5,256) Other non -financial current assets 10,286 9,699 13,922 Other non -financial current liabilities (22,445) (29,189) (25,997)
Other current assets (liabilities), net (16,550) (25,477) (17,331)
20 The sector in which the Group operates is very seasonal in nature. The year can be split into two collections (Spring/Summer and Fall/Winter), which basically coincide with the first and second half. On the one hand, purchases and production are concentrated i n the three months preceding the relevant half -year, leading to an increase in inventory. On the other hand, the wholesale and franchising sales are concentrated in the first three months of the relevant half -year, transforming inventory into receivables. The same period sees the completion of payment of accounts payable. Receipts from customers and end consumers, on the other hand, are collected before the end of the relevant semester. These situations bring about very strong seasonal trends, also in the G roup's financial cycle, which leads to peaks in absorption of financial resources from January to April and from July to October.
Net operating working capital stood at approximately Euro 125.6 million, decreasing by around Euro 10.2 million with respect to Euro 135.7 million as of December 31, 2025 and decreasing by Euro 16.2 million compared to June 30, 2025 (Euro 141.7 million). The trend in working capital during the semester is consistent with the seasonal nature of the business.
The ratio of the net working capital as of June 30, 2026 to sales over the last twelve months stood at 21.9% (vs 21.8% as of June 30, 2025).
Inventory levels amount to approximately Euro 194.4 million, down by around Euro 31.4 million compared to Euro 225.8 million as of December 31, 2025. Inventory levels were also lower compared with June 30, 2025 (Euro 246.9 million), as a result of the acti ons undertaken by management starting from the previous year, aimed at improving efficiency in inventory management.
Trade receivables amount to Euro 67.8 million, decreasing by Euro 1.2 million compared to December 31, 2025. Average collection days remain in line with those observed in previous periods and consistent with sector seasonality.
Trade payables amount to Euro 136.6 million, decreasing by Euro 22.4 million compared to December 31, 2025. Average payment terms remain substantially in line with those observed in the previous periods.
The following table shows the composition of the net financial position:
(Thousands of Euro) June 30, 2026 Dec. 31, 2025 June 30, 2025
Cash and cash equivalents 18,790 18,302 17,893 Current financial assets - excluding derivatives 3,173 3,635 5,197 Current financial liabilities - excluding derivatives (56,866) (43,385) (43,740) Net financial position - current portion (34,903) (21,448) (20,650)
Non-current financial assets 23 27 28 Non-current financial liabilities (60,420) (71,132) (79,889) Net financial position - non-current portion (60,397) (71,105) (79,861)
Net financial position - prior to fair value adjustment of derivatives and IFRS 16 impact (95,300) (92,553) (100,511)
Net lease liabilities (209,470) (218,120) (235,850)
Net financial position - prior to fair value adjustment of derivatives (304,770) (310,673) (336,361)
Fair value adjustment of derivatives 4,509 (8,995) (19,149)
Net financial position (300,261) (319,668) (355,510)
Net lease liabilities amount to Euro -209.5 million (Euro -218.1 million in 20 25) of which Euro -168.5 million are non -
current (Euro -177.3 million in 202 5).
21 The set of rationalization and optimization actions , implemented by the management starting from the previous year , made it possible to keep the net financial position under control which, at the end of June stood (pre -IFRS 16 and fair value adjustments of hedging instruments) at Euro -95.3 million, (Euro -92.6 million as of December 2025 and Euro -
100.5 million as of June 2025).
The change in bank debt, equal to Euro 2.7 million, reflects the cash absorption from the operating activities during the reported semester .
The following table is a reconciliation between the Parent Company’s equity and net result for the period and the Group’s equity and net result for the period :
Description Net result
06-30-2026 Equity
06-30-2026 Net result
2025 Equity
12-31-2025
Parent company's equity and net income (5,503) 65,830 (19,656) 67,253 Differences between the carrying value of the investments in subsidiaries and the Group share of their equity (95) 8,735 10,691 14,530 Group share of affiliates' results 2,111 2,111 (6,450) (6,450) Elimination of intragroup transactions on inventories 1,091 (6,991) 333 (7,758) Elimination of intragroup dividends and investments write -off - - (916) -
Other adjustments (1,516) 6,050 (210) 7,519 Group equity and net income (3,912) 75,735 (16,208) 75,094
IFRS 16 effects on the Group’s financial performance
In order to provide a clearer representation of the Group’s financial performance and to improve the level of transparency for the financial community, a reconciliation between the balance sheet values as at 3 0 June 2026 and those excluding the accounting effects resulting from the application of the IFRS 16 is presented below :
(Thousands of Euro) June 30,
2026 IFRS 16
impact June 30,
2026
excluding
IFRS 16 December
31, 2025
excluding
IFRS 16 June 30,
2025
excluding
IFRS 16
Intangible assets 17,331 1,118 18,449 22,037 25,793 Property, plant and equipment 25,401 868 26,269 29,006 31,212 Right-of-use assets 200,063 (200,063) - - -
Other non -current assets - net 29,594 - 29,594 32,403 34,750 Total non -current assets 272,389 (198,077) 74,312 83,446 91,755 Net operating working capital 125,560 - 125,560 135,743 141,722 Other current assets (liabilities), net (16,550) - (16,550) (25,477) (17,331) Net invested capital 381,399 (198,077) 183,322 193,712 216,146
Equity 75,735 11,393 87,128 86,437 90,528 Provisions for severance indemnities, liabilities and charges 5,403 - 5,403 5,727 5,958 Net financial position 300,261 (209,470) 90,791 101,548 119,660 Net invested capital 381,399 (198,077) 183,322 193,712 216,146
22
The item IFRS 16 Impact mainly includes the following effects:
• elimination of Non -current assets for Euro 198,077 thousand, mainly related to Right -of-use assets;
• elimination of Financial lease liabilities for leasing for Euro 2 09,470 thousand.
It is emphasized that the balance sheet schedules shown above, which exclude the impact of the application of IFRS 16, are not to be considered substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation should be carefully considered by the reader of this Fi nancial Report.
Consolidated cash flow s statement and investments of the period
The following table shows the reclassified consolidated cash flow s statement:
(Thousands of Euro) 1 half 2026 1 half 2025 2025
Net result (3,912) (4,894) (16,208) Depreciation, amortization and impairment 32,240 33,569 66,571 Other non -cash items (12,415) 13,965 19,094 Cash flow from economics 15,913 42,640 69,457 Change in net working capital 14,562 (34,172) (32,594) Change in other assets/liabilities (7,554) (2,912) 3,481 Cash flow from operations 22,921 5,556 40,344 Capital expenditure (3,609) (9,873) (14,457) Net capital expenditure (3,609) (9,873) (14,457) Free cash flow 19,312 (4,317) 25,887 Increase in right-of-use assets (13,380) (21,969) (26,685) Increase in share capital - 29,398 29,398 Change in net financial position 5,932 3,112 28,600
Initial net financial position - prior to fair value adjustment of derivatives (310,673) (339,338) (339,338) Change in net financial position 5,932 3,112 28,600 Translation differences (29) (135) 65 Final net financial position - prior to fair value adjustment of derivatives (304,770) (336,361) (310,673) Fair value adjustment of derivatives 4,509 (19,149) (8,995) Final net financial position (300,261) (355,510) (319,668)
Consolidated capital expenditures are analyzed in the following table :
(Thousands of Euro) I half 2026 I half 2025 2025
Trademarks and patents 38 51 119 Opening and restructuring of Geox Shop 2,144 4,226 6,989 Industrial plant and equipment 546 1,275 1,797 Logistics 183 232 402 Information technology 578 3,377 4,349 Offices furniture, warehouse and fittings 120 712 801
Total cash capex 3,609 9,873 14,457
Right-of-Use 13,380 21,985 26,768
Total capex 16,989 31,858 41,225
23 IFRS 16 effects on consolidated cash flow s statement
In order to give a clearer representation of the changes that occurred during the year in the Group's net financial position and to improve the level of transparency for the financial community, a reconciliation statement is presented below between the values of the consolidated cash flow s statement and those excluding the accounting effects resulting from the application of IFRS 16:
(Thousands of Euro) I half 2026 IFRS 16 impact I half 2026
excluding
IFRS 16 I half 2025
excluding
IFRS 16
Net result (3,912) 934 (2,978) (4,441) Depreciation, amortization and impairment 32,240 (23,139) 9,101 10,369 Other non -cash items (12,415) - (12,415) 13,965 Cash flow from economics 15,913 (22,205) (6,292) 19,893 Change in net working capital 14,562 - 14,562 (34,172) Change in other current assets/liabilities (7,554) - (7,554) (2,912) Cash flow from operations 22,921 (22,205) 716 (17,191) Capital expenditure (3,609) - (3,609) (9,887) Net capital expenditure (3,609) - (3,609) (9,887) Free cash flow 19,312 (22,205) (2,893) (27,078) Increase in right -of-use assets (13,380) 13,380 - -
Increase in share capital - - - 29,398 Change in net financial position 5,932 (8,825) (2,893) 2,320
Initial net financial position - prior to fair value adjustment of derivatives (310,673) 218,120 (92,553) (103,170) Change in net financial position 5,932 (8,825) (2,893) 2,320 Translation differences (29) 175 146 339 Final net financial position - prior to fair value adjustment of derivatives (304,770) 209,470 (95,300) (100,511) Fair value adjustment of derivatives 4,509 - 4,509 (19,149) Final net financial position (300,261) 209,470 (90,791) (119,660)
The item IFRS 16 impact includes the effects described above on the income statement items (mainly reversal of depreciation relating to Right -of-use assets and consideration of lease costs) and on the balance sheet and financial position (mainly reversal of Right -of-use assets an d financial lease liabilities).
It should be noted that the above statements, which exclude the impact of the application of IFRS 16, are not to be considered as substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation should be carefully considered by the reader of this Financial Report.
24 Treasury shares and equity interests in parent companies
As at 3 0 June 2026 the Parent Company Geox S.p.A. held a total of 734,041 treasury shares, equal to 0.2 0% of the share capital, in execution of the resolution passed by the Shareholders' Meeting on 16 April 2019, which launched a buy -back program of Geox shares to be used for the Stock Grant Plan. The buy-back program started on 5 June 2019 and ended in November 2019. In May 2024, 3,262,209 shares were awarded (free of charge) to the beneficiaries of “Equity (Stock Grant) & Cash -Based 2021 -2023 Plan”, in accordance with the resolution of Geox's Board of Directors of 19 April 2024.
Stock Plan
The Shareholders' Meeting held on April 17, 2025 approved a medium/long -term incentive plan, the 2025 -2027 Equity (Stock Grant) & Cash -Based Plan (the “Plan”), which provides for the allocation, free of charge, of a maximum of 10,436,654 ordinary shares of the Company (the “Equity Portion”), as well as the payment of a cash component (the “Cash Portion”) for a maximum amount of Euro 855,806 gross in the event of overachievement, to the Chief Executive Officer, Executives with Strategic Responsibilities, as well as Executives and Key People of Geox or other companies of the Group. The Plan has a vesting period of 3 years and, consequently, the shares may be allocated starting from th e date of approval of the consolidated financial statements for the year ending 31 December 2027.
The allocation of the Equity Share components to the beneficiaries is subject , in addition to the fulfillment of a permanence condition (remaining in service on the date of approval of 2027 financial statements), to the achievement of a profitability target identified in the cumulative Adjusted EBITDA for the period 2025 -2027, as well as a financial target represented by the value of the Group's Net Financial Position as at 31 December 2027. The payment of the Cash Portio n is also subject to the overachieve ment of the cumulative Adjusted EBITDA target. Pursuant to the Plan, the shares to be allocated may be sourced, in accordance with applicable law, from shares purchased on the market and/or held by the Company for other reasons, based on the shareholders' meeting authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 et seq. of the Italian Civil Code. Through the adoption of the Plan, the Company intends to promote and pursue the following objectives: to i nvolve and incentivize beneficiaries whose activities are considered essential to the achievement of the Group's objectives; to promote the loyalty of beneficiaries, encouraging them to remain within the Group; to share and align the interests of beneficia ries with those of the Company and its shareholders in the medium to long term, recognizing the contribution made by management to increasing the value of the Company.
The Board of Directors of Geox S.p.A. , which met at the end of the Shareholders' Meeting, resolved to implement the medium/long -term incentive plan, the Equity (Stock Grant) & Cash -Based 2025 -2027 Plan, approving the allocation of n o.
8,900,070 rights in favor of 8 beneficiaries, including the Chief Executive Officer, Strategic Executives and other executives considered key resources of Geox or other Group companies.
The fair value of the Plan was calculated using the binomial method and amounts to a maximum total of Euro 2,826 thousand. The assumptions underlying the estimate were as follows:
• Fair value per share on the grant date: Euro 0.315143 • Share value on the grant date: Euro 0.315143 • Expected dividend rate: 0.00% • Expected turnover rate: 0.00% • The cash portion was not evaluated because, at the current date, the overachievement threshold is not considered
reasonably achievable
• Stock volatility: 29.55% (based on the three -year historical trend).
Based on updated estimates , the fair value of the Plan as of 30 June 2026 amounts to Euro 792 thousand. The impact on the first semester income statement is positive for Euro 47 thousand and, as of 30 June 2026 , 2,514,656 rights assigned to 3 beneficiaries are outstanding.
For further details on information documents relating to the Plans, please refer to the company's website, www.geox.biz, in the “Governance ” section.
25 Transactions between Related Parties
With regard to transactions carried out with related parties, it should be noted that these do not qualify as either atypical or unusual, as they fall within the normal course of business of Group companies. These transactions are regulated at market condi tions.
Information on transactions with related parties is provided in note 37 of the Consolidated Financial Statements.
The parent company Geox S.p.A. is not subject to management and coordination activities carried out by any other person or entity. Although it is 71.1 6% controlled by Lir S.r.l., Geox S.p.A. has in fact carried out the checks required pursuant to Articles 2497 et seq. of the Italian Civil Code and has ascertained that the parent company has never imposed binding market strategies on the subsidiary, nor h as it ever taken upon itself the management of relations with public and private institutions on its beha lf, since the Company and its Board of Directors have provided in full autonomy to define its strategic, industrial and financial plans, to examine and approve its financial policies, as well as to assess the adequacy of its organizational, administrative and accounting structure.
Accordingly, also in consideration of the fact that there is no strict contiguity or complementarity between the economic activities of Geox S.p.A. and those of LIR S.r.l., nor is there any instrumentality in the pursuit of a single common interest of the operating programs of these companies, Geox S.p.A. has deemed that there is no concrete existence of any management and coordination activity by LIR S.r.l. over it pursuant to Articles 2497 et seq. of the Italian Civil Code.
Significant events during the period
International and macroeconomic update
The global macroeconomic environment continues to be highly uncertain in the short and medium term, impacting on the main drivers of our reference market and, more broadly, the durable consumer goods sector. In this scenario, the conflict in the Middle East is further fueling uncertainty, generating significant instability effects on the real economy as well, with repercussion on consumers’ confidence and their willingness to spend, which remained strongly impacted by this unfavorable context during the first months of 2026. It cannot be ruled out that the persistence of the crisis may have further impacts on consumer behavior in the medium term.
At the same time, ongoing geopolitical tensions and growing instability in several areas of the world continue to have significant impacts both from a humanitarian and social perspective and on local economies and trade flows in the affected regions. In th ese countries, Geox’s business is primarily conducted through third parties, including wholesale and franchising channels, with limited and non -material direct exposure in markets such as Ukraine and the Middle East.
Regarding Russia, sales in the region d eclined by Euro 6.5 m illion compared to the same period of last year, amounting to approximately Euro 13.5 million as of June 2026, representing around 5.0% of consolidated sales.
On the cost side, following the conflict in the Middle East, Geox is closely monitoring the evolving situation and, to date, believes it is not exposed to significant impacts. In particular, the countries of origin of goods are not directly involved, and s hipping routes do not pass through the Strait of Hormuz. Freight rates, locked in over the short to medium term, although potentially subject to increases, are not expected to have a material impact on the overall cost of goods. On the energy side, the Gro up’s direct exposure to price fluctuations is limited, thanks to a significant level of self -
consumption across its facilities and warehouses.
Significant subsequent events after 30 June 2026
No significant events occurred after 3 0 June 2026.
Outlook
The global geopolitical and macroeconomic environment continues to be characterized by a high degree of uncertainty and volatility. The sector dynamics of the Group’s reference market, and the ongoing evolution of the international geopolitical landscape all contribute to the overall climate of uncertainty and, consequently, continue to affect consumption expectations in our sector.
In this context, sales expected for 2026 are estimated to decline compared to those achieved in 2025 in the region of high single digit , thus resulting lower than those envisaged in the Industrial Plan presented in March 2025 . Therefore, as already announced on May 13, 2026, the forecast data for 2026 previously communicated should no longer be
26 considered valid (see Paragraph 7.1.3, Section VII, Part One, of the Prospectus published on May 21, 2025). As for the forecasts for the following years, in light of evolving scenarios and the performance recorded so far in 2026, management is finalizing the analysis and preparation of an update of the Industrial Plan for the 202 7–2029 period, which is expected to be presented in September 2026.
The 2026 sales forecast also took into account the effects of a significant rationalization, already initiated during 2025, of those web sales channels, whose margins proved to be unprofitable, as well as the decline in traffic observed from the second half of 2025, which further intensified in the first six months of 2026.
Consequently, despite the estimated decrease in sales compared to what originally envisaged in the Industrial Plan, currently being updated, it is expected that the effect of the cost rationalization measures , currently underway , will enable the Group to confirm, in 2026, the forecasts set out in the afore -mentioned Industrial Plan in terms of operating margin (adjusted EBIT margin equal to 2 -3%) and to improve the bank debt compared to 2025 (expected to settle by the end of 2026 within the range of Euro 40-45 million) also supported by the planned optimization of production and logistics processes, by the inventory management and working capital cash flows, as well as thanks to Euro 30.0 million capital increase being executed in the third quarter of the current year, in line with the commitments undertaken under the Framework Agreement signed with the Group’s lending banks and the majority shareholder LIR.
These forecasts remain subject to significant uncertainty, given the current macroeconomic and geopolitical context.
Biadene di Montebelluna, July 29, 2026
For the Board of Directors
The Chairman
Mr. Mario Moretti Polegato
27
HALF -YEAR
CONDENSED
CONSOLIDATED
FINANCIAL
STATEMENTS AND
EXPLANATORY
NOTES
28
29
Income statement
(Thousands of Euro) Notes I half 2026 of which
related
party
(note 37) I half 2025 of which
related
party
(note 37) 2025 of which
related
party
(note 37)
Sales 4 270,355 99 305,295 259 608,653 493 Cost of sales 5 (128,217) (31) (149,008) 4 (298,309) 4 Gross margin 5 142,138 156,287 310,344 Selling and distribution costs 6 (12,908) (16,626) - (32,767) -
Advertising and promotion costs 6 (10,139) (64) (11,373) (82) (20,036) (164) General and administrative expenses 7 (115,954) (136) (131,484) (37) (264,512) (102) Other revenues 8 1,574 16 2,052 48 3,843 85
EBIT 4,711 (1,144) (3,128)
Financial income 12 1,015 5,546 - 5,591 -
Financial expenses 12 (7,552) (690) (8,094) (745) (15,556) (1,459)
PBT (1,826) (3,692) (13,093)
Income tax 13 (2,086) - (1,202) - (3,115) -
Net result (3,912) (4,894) (16,208)
Earning/(Loss) per share (Euro) 14 (0.01) (0.02) (0.05) Diluted earning/(loss) per share (Euro) 14 (0.01) (0.02) (0.05)
Statement of comprehensive income
(Thousands of Euro) Notes I half 2026 of
which
related
party I half 2025 of
which
related
party 2025 of
which
related
party
Net income 25 (3,912) (4,894) (16,208)
Other comprehensive income that will not be reclassified subsequently to profit or loss:
Net gain (loss) on actuarial defined -
benefit
plans 25 (10) - 80 - 108 -
Other comprehensive income that may be reclassified subsequently to profit or loss:
Gain (loss) on Cash Flow Hedge 25 5,452 - (17,777) - (8,504) -
Tax effects on items that may be
later
reclassified to profit or loss 25 (1,309) 4,266 2,041 Currency translation 25 467 - (76) - (84) -
Net comprehensive income 688 (18,401) (22,647)
30 Statement of financial position
(Thousands of Euro) Notes June 30, 2026 of which
related
party
(note 37) Dec. 31, 2025 of which
related
party
(note 37) June 30, 2025 of which
related
party
(note 37)
ASSETS:
Intangible assets 15 17,331 20,829 24,486 Property, plant and equipment 16 25,401 28,030 30,301 Right-of-use assets 17 200,063 208,961 226,907 Deferred tax assets 18 25,220 27,912 30,010 Non-current financial assets 23 23 27 28 Non-current lease assets 29 - - 69 Other non -current assets 19 5,152 5,298 5,653 Total non -current assets 273,190 291,057 317,454
Inventories 20 194,353 225,794 246,876 Accounts receivable 21 67,833 94 69,011 243 71,811 288 Other current assets 22 10,286 9 9,699 1 13,922 -
Current financial assets 23-36 8,154 3,774 5,603 Cash and cash equivalents 24 18,790 18,302 17,893 Current assets 299,416 326,580 356,105
Total assets 572,606 617,637 673,559
LIABILITIES AND EQUITY:
Share capital 25 36,690 36,690 36,690 Reserves 25 42,957 54,612 47,571 Net result 25 (3,912) (16,208) (4,894) Equity 75,735 75,094 79,367
Employee benefits 26 1,261 1,505 1,654 Provisions for liabilities and charges long -term 27 4,142 4,222 4,304 Non-current financial liabilities 28 60,420 71,132 79,889 Non-current lease liabilities 29 168,544 51,957 177,296 54,259 193,470 56,974 Other non -current liabilities 30 778 807 913 Total non -current liabilities 235,145 254,962 280,230
Trade payables 31 136,626 100 159,062 69 176,965 72 Other current liabilities 32 19,950 42 25,252 26 23,356 26 Provisions for liabilities and charges short term 33 2,495 3,937 2,641 Taxes payable 34 4,391 5,987 5,256 Current financial liabilities 28-36 57,338 52,519 63,295 Current lease liabilities 29 40,926 5,567 40,824 5,438 42,449 5,373 Current liabilities 261,726 287,581 313,962
Total liabilities and equity 572,606 617,637 673,559
31 Cash flow statement
(Thousands of Euro) Notes 1 half 2026 1 half 2025 2025
CASH FLOW FROM OPERATING ACTIVITIES:
Net result 25 (3,912) (4,894) (16,208)
Adjustments to reconcile net income to net cash generate (absorbed) by operating activities:
Depreciation and amortization and impairment 9-10 32,240 33,569 66,571 Income tax 13 2,086 1,202 3,115 Net financial expenses 12 6,537 2,548 9,965 Share -based payment transactions settled with equity instruments 25 (47) 471 444 Other non -cash items (12,400) 12,101 14,594 28,416 49,891 94,689
Change in assets/liabilities:
Accounts receivable 21 1,292 (1,270) 4,764 Other assets 19-22 (535) (3,887) (554) Inventories 20 32,650 (2,656) 15,597 Accounts payable 31 (19,380) (30,246) (52,955) Funds and employee benefits 26-27-33 (1,781) 468 1,499 Other liabilities 30-32-34 (6,613) 1,757 5,711 5,633 (35,834) (25,938) Cash flow generated (absorbed) by operating activities 30,137 9,163 52,543
Taxes paid 13 (406) (782) (1,676) Interests paid 12 (6,291) (7,552) (13,495) Interests received 12 274 239 737 (6,423) (8,095) (14,434)
Net cash flow generated (absorbed) by operating activities 23,714 1,068 38,109
CASH FLOW USED IN INVESTING ACTIVITIES:
Capital expenditure on intangible assets 15 (603) (3,387) (4,552) Capital expenditure on property, plant and equipment 16 (3,006) (6,486) (9,905) (3,609) (9,873) (14,457)
(Increase) decrease in financial assets 23 472 (1,215) 413
Net cash flow generated (absorbed) by investing activities (3,137) (11,088) (14,044)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:
Increase (decrease) in short -term bank borrowings, net 28 4,931 (23,527) (23,278) Lease liabilities repayment 29 (22,290) (22,896) (45,240)
Loans:
- Proceeds 28 - 20,000 10,000
- Repayments 28 (2,958) (1,856) (3,448) Share Capital Increase 25 - 29,398 29,398 Net cash flow generated (absorbed) by financing activities (20,317) 1,119 (32,568)
Increase (decrease) in cash and cash equivalents 260 (8,901) (8,503)
Cash and cash equivalents, beginning of the period 24 18,302 26,653 26,653 Effect of translation differences on cash and cash equivalents 228 141 152 Cash and cash equivalents, end of the period 24 18,790 17,893 18,302
32 Statement of changes in equity
(Thousands of Euro) Notes Share
capital Legal
reserve Share
premium
reserve Translation
reserve Cash
flow
hedge
reserve IFRS 2
reserve Treasury
shares
reserve Retained
earnings Net
income Group
equity
Balance at
December 31, 2024 25 25,921 5,184 37,678 (5,618) 4,759 - (928) 31,246 (30,343) 67,899 Allocation of result - - - - - - - (30,343) 30,343 -
Share Capital Increase 10,769 - 18,629 - - - - - - 29,398 Share -based payment
transactions settled
with
equity instruments - - - - - 444 - - - 444 Other Items of the
Comprehensive Income
Statement - - - (84) (6,463) - - 108 - (6,439) Net result - - - - - - - - (16,208) (16,208)
Balance at
December 31, 2025 25 36,690 5,184 56,307 (5,702) (1,704) 444 (928) 1,011 (16,208) 75,094
Allocation of result - - - - - - - (16,208) 16,208 -
Share Capital Increase - - - - - - - - - -
Share -based payment
transactions settled
with
equity instruments - - - - - (47) - - - (47) Other Items of the
Comprehensive Income
Statement - - - 467 4,143 - - (10) - 4,600 Net result - - - - - - - - (3,912) (3,912)
Balance at
June 30, 2026 25 36,690 5,184 56,307 (5,235) 2,439 397 (928) (15,207) (3,912) 75,735
(Thousands of Euro) Notes Share
capital Legal
reserve Share
premium
reserve Translation
reserve Cash
flow
hedge
reserve IFRS 2
reserve Treasury
shares
reserve Retained
earnings Net
income Group
equity
Balance at December 31, 2024 25 25,921 5,184 37,678 (5,618) 4,759 - (928) 31,246 (30,343) 67,899 Allocation of result - - - - - - - (30,343) 30,343 -
Share Capital Increase 10,769 - 18,629 - - - - - - 29,398 Share -based payment transactions settled with equity instruments - - - - - 471 - - - 471 Other Items of the
Comprehensive Income
Statement - - - (76) (13,511) - - 80 - (13,507) Net result - - - - - - - - (4,894) (4,894)
Balance at June, 30 2025 25 36,690 5,184 56,307 (5,694) (8,752) 471 (928) 983 (4,894) 79,367
33
Explanatory notes
1. Information about the Company: the Group's business activity
The Geox Group develops, schedules and coordinates production and sells Geox -brand footwear and apparel to retailers and end -consumers. It also grants distribution rights and/or use of the brand name to third parties in markets where the Group has chosen not to have a direct presence. Licensees handle production and marketing in accordance with licensing agreements and pay Geox royalties.
Geox S.p.A., the parent company, is a joint -stock company incorporated and domiciled in Italy with registered office at Via Feltrina Centro 16, Biadene di Montebelluna (TV), Italy.
Geox S.p.A. is controlled, with a share of 71.16%, by Lir S.r.l., which has its registered office in Treviso, Italy, and is a n investment holding company that belongs entirely to Mario Moretti Polegato and Enrico Moretti Polegato (who respectively own 85% and 15% of the share capital).
Geox S.p.A. is not subject to management and coordination activities exercised by another person or entity for the reasons illustrated in the Directors' Report to which reference should be made.
2. Accounting policies and evaluation methods
Form and contents of the consolidated financial statements
The half-year condensed consolidated financial statements have been prepared by the Board of Directors on the basis of the accounting records updated to 3 0 June 2026. The half-year condensed consolidated financial statements have been drawn up in compliance with IAS 34 Interim Financial Reporting adopted by the European Union and must be read together the lates t annual report of the Group as at 31 December 2025. Unless otherwise indicated, the accounting standards described below have been applied consistently for all periods included in these half-year condensed consolidated financial statements .
These half-year condensed consolidated financial statements comprise the income statement, the statement of comprehensive income, the statement of financial position, the cash flows statement, the statement of changes in equity, and the notes to the financial statements. Although this report does not include all the information required for a complete financial statement disclosure in accordance with IFRS Accounting Standards, it does include explanatory notes to clarify the events and transactions that are relevant to understanding the changes in the Groups financial position and performance since the latest annual report.
The financial statements are presented in Euro and all values are rounded to the nearest thousand.
Scope of consolidation
The half-year condensed consolidated financial statements at 30 June 2026 include the figures, on a line -by-line basis, of all the Italian and foreign companies in which the Parent Company holds a majority of the shares or quotas, directly or indirectly.
The companies taken into consideration for consolidation purposes are listed in the following table:
34 Name Location Year Currency Share Capital % held Directly Indirectly Total
- Geox S.p.A. Biadene di Montebelluna (TV), Italy Dec. 31 EUR 36,690,453
- Geox Deutschland Gmbh Munich, Germany Dec. 31 EUR 500,000 100% 100%
- Geox Respira SL Barcelona, Spain Dec. 31 EUR 1,500,000 100% 100%
- Geox Suisse SA Lugano, Switzerland Dec. 31 CHF 200,000 100% 100%
- Geox UK Ltd London, U.K. Dec. 31 GBP 1,050,000 100% 100%
- Geox Canada Inc. Mississauga, Canada Dec. 31 CAD 23,500,100 100% 100%
- Geox Holland B.V. Breda, Netherlands Dec. 31 EUR 20,100 100% 100%
- Geox Retail S.r.l. Biadene di Montebelluna (TV), Italy Dec. 31 EUR 100,000 100% 100%
- Geox Hungary Kft Budapest, Hungary Dec. 31 HUF 10,000,000 99% 1% 100%
- Geox Hellas S.A. Athens, Greece Dec. 31 EUR 220,000 100% 100%
- Geox France Sarl Sallanches, France Dec. 31 EUR 15,000,000 100% 100%
- Geox Asia Pacific Ltd Hong Kong, China Dec. 31 USD 5,116,418 100% 100%
- XLog S.r.l. Signoressa di Trevignano (TV), Italy Dec. 31 EUR 110,000 100% 100%
- Geox Rus LLC Moscow, Russia Dec. 31 RUB 60,000,000 100% 100%
- Geox AT Gmbh Wien, Austria Dec. 31 EUR 35,000 100% 100%
- Geox Poland Sp. Z.o.o. (*) Warszawa, Poland Dec. 31 PLN 5,000 100% 100%
- Technic Development D.O.O. Vranje -U Likvidaciji (*) Vranje, Serbia Dec. 31 RSD 802,468,425 100% 100%
- Dongguan Technic Footwear Apparel Design Ltd Dongguan, China Dec. 31 CNY 3,795,840 100% 100%
- Technic Development Vietnam Company Ltd Ho Chi Minh City, Vietnam Dec. 31 VND 3,403,499,500 100% 100%
(*) Company under liquidation
Format of financial statements
The Group presents its income statement by classifying costs by function, a reclassification deemed most representative of the business sector in which the Group operates. The format chosen is that used for managing the business and for management reporting purposes and is consistent with international practice in the footwear and apparel sector.
For the Statement of financial position, a format has been selected to present current and non -current assets and liabilities.
The Statement of cash flows is presented using the indirect method.
In connection with the requirements of the Consob Resolution No. 15519 of July 27, 2006 as to the format of the financial statements, specific supplementary column has been added for related party transactions so as not to compromise an overall reading of the statements (note 37).
Consolidation principles
The financial statements of the subsidiaries included in the scope of consolidation are consolidated on a line -by-line basis, which involves combining all of the items shown in their financial statements regardless of the Group's percentage interest.
If the companies included in the scope of consolidation are subject to different local regulations, the most suitable reporting formats have been adopted to ensure maximum clarity, truth and fairness. The financial statements of foreign subsidiaries are re classified where necessary to make their form of presentation more consistent with the criteria followed by the Parent Company. They are also adjusted to ensure compliance with IFRS.
In particular, for the subsidiaries included in the scope of consolidation:
35 • the book value of equity investments included in the scope of consolidation is eliminated against the equity of the companies concerned according to the full consolidation method. There is no direct or indirect investment that is less than 100%, therefore minority interests are not shown;
• if the amount transferred exceeds the net book value of the related shareholders’ equity at the time of acquisition, the difference is allocated to specific assets of the companies acquired, with reference to the fair value at the acquisition date and amor tized on a straight -line basis having regard to the useful life of the investment. If appropriate, any amounts which are not allocated are recorded as goodwill. In this case, the amounts are not amortized but subjected to impairment testing at least once a year, or whenever considered
necessary;
• if the book value exceeds the purchase cost, the difference is credited to the income statement.
The following are also eliminated:
• receivables and payables, costs and revenues and profits and losses resulting from intragroup transactions, taking into account the related tax effects;
• the effects of extraordinary transactions involving Group companies (mergers, capital contributions, etc). It should be noted that there were no extraordinary transactions in the first half of 2026.
Accounting standards, amendments and interpretations applicable since 1 January 202 6
The following is a list of IFRS accounting standards, amendments and interpretations that became effective on 1 January
2026:
Title Issue Date Effective date Endors ement
Date Commission
regulation and date
of publication
Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7) May 2024 1 January 2026 27 May 2025 (EU) 2025/1047 28 May 2025 Contracts referencing nature -
dependent electricity (Amendments to IFRS 9 and IFRS 7) December 2024 1 January 2026 30 June 2025 (EU) 2025/1266 1 July 2025 Annual improvements – Volume 11 (Amendments to IAS 7 and IFRS 1, 7, 9, 10) July 2024 1 January 2026 9 July 2025 (EU) 2025/1331 10 July 2025
New documents published by the IASB that are applicable to financial statements for fiscal years beginning after January 1, 2026
Title Issue Date Effective date Endors ement
Date Commission
regulation and date
of publication
IFRS 18 Presentation and disclo sure in financial statements April 2024 1 January 2027 13 February 2026 (EU) 2026/338 16 February 2026
IFRS 18 Presentation and Disclosure in Financial Statements will replace IAS 1 Presentation of Financial Statements and will be effective for annual reporting periods beginning on or after 1 January 2027.
Early application of the new Standard is allowed ; however, the Group has elected not to adopt it early in the preparation of these half-year condensed consolidated financial statements.
IFRS 18 introduces a new structure for the income statement and requires greater disaggregation of information presented in the financial statements. The Group is currently assessing the effects of the initial application of IFRS 18 .
Structure of the income statement IFRS 18 requires entities to classify all income and expenses into the following five categories in the income statement:
operating, investing, financing, discontinued operations and income taxes. The classification of income and expenses is intended to reflect the entity's main business activities.
The adoption of IFRS 18 will not affect the Group's net result for the year or equity but will translate in changes to the structure of the income statement and the presentation of information in the financial statements.
36 IFRS 18 allows operating expenses to be classified and presented by nature, by function or using a mixed approach. The Group is currently assessing which classification and presentation will provide the most useful structured summary of its operating expenses.
Management -defined Performance Measures IFRS 18 introduces specific disclosure requirements for Management -defined Performance Measures (MPMs). The Group is currently assessing the related disclosure impacts.
Aggregation and disaggregation methods IFRS 18 introduces more stringent requirements for the aggregation and disaggregation of information in the financial statements. The Group is currently assessing the related impacts on presentation and disclosures.
Consequential amendments
IFRS 18 introduces consequential amendments to IAS 7, requiring entities to use the new operating profit subtotal as the starting point for determining cash flows from operating activities under the indirect method in the statement of cash flows statement . The Group currently uses net result for the period as the starting point for the reconciliation of cash flows from operating activities. The Group is currently assessing the related impacts on the presentation of the statement of cash flows.
Accounting standards, amendments and interpretations not yet endorsed by the European Union
As of the date of this document, the competent authorities of the European Union have not yet concluded the endorsement process necessary for the adoption of the amendments and principles described:
Title Issue Date Effective date of IASB document Approval date by EU
Standards
IFRS 14 Regulatory deferral accounts January 2014 1 January 2016 Postponed pending the conclusion of the IASB project on “rate -regulated activities”.
IFRS 19 Subsidiaries without public accountability: disclosures May 2024 1 January 2027 Q3/Q4 2026 IFRS 20 Regulatory Assets and Regulatory Liabilities May 2026 1 January 2029 TBD
Amendments
Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28) September 2014 Available for optional
adoption/effective date
deferred indefinitely Postponed pending the conclusion of IASB project on the equity method Amendments to IFRS 19 Subsidiaries without public accountability:
disclosures August 2025 1 January 2027 Q3/Q4 2026 Translation to a hyperinflationary presentation currency (Amendments to IAS 21) November 2025 1 January 2027 Q4 2026 Disclosures about Uncertainties in the Financial Statements (Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37) November 2025 n/a Material accompanying IFRS Accounting Standards
(i.e., Implementation
Guidance, Illustrative
Examples) is not an integral part of the
Standards and,
consequently, the related amendments are not subject to EU endorsement.
Amendments to the fair value option for investments in associates and joint ventures (Amendments to IAS 28) June 2026 1 January 2027 TBD
37
Translation of foreign currency financial statements into Euro
The financial statements of foreign companies denominated in currencies other than the Euro are translated as follows:
• income statement items are translated at the average exchange rate for the period, whereas the closing rate is used for balance sheet items, except for net income and equity;
• equity items are translated at the historical exchange rate.
The difference between equity translated at historical rates and the assets and liabilities translated at closing rates is recorded as a “Translation reserve” under “Reserves” as a part of consolidated equity.
The exchange rates applied represent the rates available published by the Italian Bank, with the exception of the Russian Ruble exchange rate, which the ECB has decided to suspend publishing as from 1 March 2022. As of that date, the Group considered the e xchange rate published by WMR (World Market Reuters) in London or, alternatively, by Bloomberg (BFIX).
Currency Average for As at Average for As at Average for As at I half 2026 06-30-2026 2025 12-31-2025 I half 2025 06-30-2025
US Dollar 1.1670 1.1394 1.1293 1.1750 1.0930 1.1720 Swiss Franc 0.9179 0.9224 0.9371 0.9314 0.9414 0.9347 British Pound 0.8673 0.8618 0.8566 0.8726 0.8423 0.8555 Canadian Dollar 1.6075 1.6220 1.5782 1.6088 1.5403 1.6027 Japanese Yen 184.4698 185.0800 168.9457 184.0900 162.0855 169.1700 Chinese Yuan 8.0099 7.7314 8.1149 8.2262 7.9260 8.3970 Czech Koruna 24.3130 24.2560 24.6920 24.2370 25.0012 24.7460 Russian Ruble 89.2346 89.4896 94.3351 92.9031 95.0850 91.9450 Polish Zloty 4.2418 4.2955 4.2392 4.2210 4.2310 4.2423 Hungarian Forint 372.1833 356.3000 397.7893 385.1500 404.5188 399.8000 Macau Pataca 9.4040 9.2031 9.0690 9.4208 8.7741 9.4632 Serbian Dinar 117.3802 117.2176 117.2078 117.3057 117.2262 117.1809 Vietnam Dong 30,633.1667 29,967.0000 29,383.7500 30,883.0000 28,098.1667 30,583.0000 Indonesian Rupiah 20,075.2050 20,398.9100 18,615.7267 19,640.8300 17,971.4600 19,021.0300 HK Dollar 9.1303 8.9350 8.8049 9.1464 8.5186 9.2001 Indian Rupia 108.6187 107.8565 98.4646 105.5965 94.0947 100.5605
38 Estimates and assumptions
Drawing up financial statements and notes in compliance with IFRS requires Directors to make estimates and assumptions that can affect the value of the assets and liabilities in the balance sheet, including disclosures on contingent assets and liabilities at the balance sheet date. The estimates and assumptions used are based on experience and other relevant factors.
It is to be noted, however, that forecasts are by their very nature subject to significant factors of uncertainty, especially in the current economic situation characterized by increasing trade frictions, geopolitical tensions involving Russia and Ukraine, and escalating tensions in the Middle East. Therefore, based on the information currently available, actual results may differ from these estimates and could require adjustment s that are presently difficult to quantify or foresee.
Estimates and assumptions are revised periodically and the effects of each variation made to them are reflected in the income statement for the period when the estimate is revised. In particular, with regard to asset values, impairment tests were updated, as better described in note 10 .
The balance sheet items mainly affected by these uncertainties are:
• intangibles assets, property plan and equipment and Right -of-use assets;
• deferred tax assets;
• provision for returns;
• provision for obsolete and slow -moving inventory;
• provision for bad and doubtful accounts;
• lease liabilities;
• provision for risks and contingent liabilities;
• share -based payments (incentive plans and variable remuneration).
The following summarizes the critical valuation processes and key assumptions used by management in the process of applying accounting standards with regard to the future and which may have significant effects on the values recognized in the financial stat ements.
Impairment of intangible assets, property, plant and equipment and right -of-use assets (Impairment Test)
The Group has recognized impairment losses against the possibility that the carrying amounts of intangible assets, property, plant and equipment and right -of-use assets may not be recoverable from them by use. The Directors are required to make a significant assessment to determine the amount of asset impairment that should be recognized. They estima te the possible loss of value of assets in relation to the estimated future economic performance closely linked to them and the related discount rate. Further details and the main Directors’ assumptions related impairment test are provided in note 10.
Deferred tax assets
Deferred tax assets are recognized for temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding amounts recognized for tax purposes, as well as for tax loss carry -
forwards considered rec overable.
The Directors are required to make a significant assessment to determine the amount of recoverable deferred tax assets to the extent that it is probable that there will be adequate future taxable profits against which such losses can be utilized. They have to assess the timing and amount of future taxable income and develop a tax planning strategy for the coming years. The book value of the tax losses that have been recognized is shown in note 18.
Provision for returns
The Group has valued the possibility that products already sold can be returned by customers. To this end, the Group has made certain assumptions based on the quantity of goods returned in the past and their estimated realizable value.
The Group took into account the changed economic scenario and made a provision which reflects the assumptions relating to the performance of its customers until the end of the season and therefore of the expected returns. These
39 estimates were detailed based on the types of agreements entered into with customers (wholesale, franchise and e -
commerce).
Further details are provided in note 31.
Inventories - provision for obsolete and slow -moving inventory
The Group has recognized write -downs against the possibility that products in inventory may have to be sold at stock and thus at an estimated realizable value lower than the recorded cost, or macerated.
For this purpose, the Group has developed assumptions regarding the quantity of goods sold at a discount in the past and the possibility of selling them through the Group's own outlets. In particular, the Group reflected in the inventory write -down provisi on its assumptions regarding the disposal of previous collections inventories and the surplus estimation relating to the current season collections, considering the current scenario of uncertainty.
Further details are provided in note 20.
Provision for bad and doubtful accounts
The provision for bad and doubtful accounts is calculated on the basis of both files in litigation and files that, although not in litigation, show some signs of riskiness due to delayed collections. Furthermore, the provision includes the receivable evalu ation according to the lifetime expected credit loss model. The assessment of the overall amount of trade receivables that are likely to be paid requires the development of estimates about the probability of recovery of the aforementioned files, as well as the write -down percentages applied for not in dispute receivables, and therefore it is subject to uncertainties. In particular, Directors took into account the current uncertainty scenario and made a bad debt provision consistent with the situation of the accounts receivable that are partly subject to insurance.
Further details are provided in note 21.
Lease liabilities and Right -of-use assets
The Group records right -of-use assets and lease liabilities. Right -of-use assets are initially valued at cost, and then at cost net of amortization and accumulated losses due to reductions in value and are adjusted in order to reflect revaluations of lease liabilities.
The Group values lease liabilities at the current value of the payments due for lease contracts and not yet paid as at the effective date, discounting them using the incremental borrowing rate defined taking into account the term of the leases, the currenc y in which they are denominated, the characteristics of the economic environment in which the lease was entered into and the credit adjustment. Lease liabilities are then subsequently increased by the interest that accrues on them and are reduced by the pa yments made for the leasing. Lease liabilities are also revalued if future payments due for the leasing are altered, due to a change to the index or rate, if there is a change to the amount that the Group believes it will have to pay as a guarantee on the residual value or if the Group alters its valuation with reference to the option to purchase the asset, or to extend or terminate the lease contract.
The Group has estimated the duration of leasing for contracts for which it acts as lessee and that provide for a renewal option.
The Group’s assessment as to whether or not it is reasonably certain that the option will be exercised affects the estimate of the duration of the leasing, thereby significantly impacting the amount of the lease liabilities and of the right -
of-use assets r ecorded.
The Group has analyzed all lease contracts, defining the lease term for each by combining the “non -cancellable” period with the effects of any extension or early termination clauses that are expected to be exercised with reasonable certainty. Specifically, for real estate this assessment considered the specific facts and circumstances of each asset.
With regard to other categories of assets, mainly company cars and equipment, the Group generally did not deem it likely for extension or early termination clauses to be exercised, considering the approach normally taken by the Group.
Further details are provided in note 17 with regard to Right -of-use assets and note 29 with regard to lease assets/liabilities.
Provision for risks and contingent liabilities
The Group may be subject to legal and tax litigation concerning a wide range of issues that are subject to the jurisdiction of different countries in which it operates. Lawsuits and litigation against the Group are subject to varying degrees of uncertainty , including the facts and circumstances inherent in each litigation, jurisdiction, and different applicable laws.
In the normal course of business, the Directors consult with their legal advisors and experts in legal and tax matters.
The Group recognizes a liability for such litigation when it believes it is probable that a financial outlay will occur and when the amount of losses that will result can be reasonably estimated.
40 Share based payments
For a description regarding the determination of the fair value of share -based payments for Geox Group management incentive, please refer to note 35.
Accounting policies
The financial statements are prepared on a historical cost basis, with the exception of derivative instruments measured at fair value, and on the going concern assumption.
The main accounting policies are outlined below:
Intangible assets
Intangible assets with a finite useful life are recorded at purchase or production cost, including directly -related charges, and amortized systematically over their residual useful lives .
The residual value and useful life of intangible assets are reviewed at least at the end of each period end and if, regardless of the amortization already recorded, an impairment loss occurs, the intangible asset is written down accordingly. If the reason for the impairment loss ceases to apply in subsequent years, its value is reinstated.
Amortization is applied systematically over the useful life of the assets based on the period that they are expected to be of use to the Group. The residual value of intangible assets at the end of their useful life is assumed to be zero, unless there is a commitment by a third party to purchase the assets at the end of their useful life or there is an active market for them.
With regard to the key money item, which arose prior to the entry into force of IFRS 16, it should be noted that in France the protections provided to the tenant by specific legal provisions, complemented by market practices, allow the recognition of a val ue of commercial positions even at the end of the contract. This has led the Directors to estimate a residual value, of the key money paid, at the end of each lease.
The Directors review the estimated useful life of intangible assets at the end of each period.
The following table summarizes the useful life (in years) of the various intangible assets:
Trademarks 10 years Geox Patents 10 years Other patents and intellectual property rights 3-5 years Key money Period of the rental contract Other intangible assets Period of the rental contract
Geox patents include the costs incurred to register, protect and extend new technological solutions in various parts of the world. The other patents and intellectual property rights mainly relate to the costs of implementing and customizing software programs which are amortized in three -five years, taking into account their expected future use.
Key money, which arose before IFRS 16 came into force, includes:
• amounts paid to acquire businesses (shops) that are managed directly or leased to third parties under
franchising agreements;
• amounts paid to access leased property by taking over existing contracts or persuading tenants to terminate their contracts so that new ones can be signed with the landlords. The premises were then fitted out as Geox shops.
Goodwill represents the excess cost of acquisition over the fair value of the net assets of the newly acquired business.
Goodwill is not amortized; instead, it is subjected to impairment testing at least once a year, and anyway, whenever there is evidence of a loss in value, in order to identify any loss in value of the asset.
41 Property, plant and equipment
Property, plant and equipment are booked at their purchase or construction cost, which includes the price paid for the asset and any directly -related purchasing costs and start -up costs. Property, plant and equipment are shown at cost, net of accumulated depreciation and write -downs/write backs.
The residual value of the assets, together with their estimated useful life, is reviewed at least once a year at the end of each accounting period and written down if it is found to be impaired, regardless of the amount of depreciation already charged. The value is reinstated in subsequent years if the reasons for the write -down no longer apply.
Maintenance costs, of an ordinary nature, are charged in full to the income statement, whereas improvement expenditure is allocated to the assets to which they relate and depreciated over their residual useful life.
The following table shows the useful life in years related to the depreciation rates applied:
Plant and machinery 3-8 years Photovoltaic plant 11 years Industrial and commercial equipment and moulds 2-4 years Office furniture 8 years Electronic machines 3-5 years Motor vehicles 4 years Internal transport and trucks 5 years Leasehold improvements Period of contract * Shop equipment Lower of contract period and 8 years Shop fittings and concept stores 2-5 years
* Depreciated over the lower of the useful life of the improvements and the residual duration of the lease
Right -of-use assets
Upon signing a contract, the Group assesses whether it is, or contains, a leasing agreement. In other words, if the contract grants the right to use a given asset for a period of time in exchange for a fee.
The Group as lessee
The Group applies a single model to recognize and measure all leasing contracts, with certain exceptions referring to short -term leases and the leasing of assets of modest value. The Group recognizes liabilities relating to payments for leasing and the right -of-use asset repr esenting the right to use the asset underlying the contract.
• Right-of-use assets The Group recognizes right -of-use assets as at the effective date of the lease. Right -of-use assets are measured at cost, net of accumulated depreciation and impairment losses, and are adjusted for any remeasurement of lease liabilities. Right of use asset s are amortized on a straight -line basis from the effective date to the end of the useful life of the right -of-use asset.
Right-of-use assets are subject to impairment test.
• Lease liabilities On the effective date of the lease, the Group recognizes lease liabilities by measuring them at the present value of lease payments due but not yet paid at that date. Payments due include fixed payments (including fixed payments in terms of substance) net of any leasing incentives to be received, variable leasing payments that depend on an index or rate and amounts that are expected to be due as a guarantee on the residual value.
Lease payments also include the price to exercise the purchase option, if ther e is reasonable certainty that the Group will exercise said option, and the penalty payments for termination of the lease contract, if the duration of the lease takes into account the Group exercising the option to terminate the lease in question.
Variable lease payments that do not depend on an index or rate are recognized as costs in the period in which the event or condition that generated the payment occurs.
42 When calculating the current value of payments due, the Group uses the marginal financing rate as at the start date. After the effective date, the lease liability amount is increased to take into account the interest accruing on said lease liabilities and is reduced to take into account any payments made.
Furthermore, the book value of lease liabilities is recalculated if any changes are made to the lease agreements or if the contractual terms and conditions are reviewed to alter payments; this is also recalculated if there are any changes to the valuation of the option to purchase the underlying asset or to future payments deriving from an alteration to the index or rate used to calculate said payments.
• Short-term leases and leases for assets of modest value The Group has decided not to recognize right -of-use assets and lease liabilities related to low -value assets and short -term leases. The Group recognizes the related lease payments as an expense over the lease term.
Impairment of property, plant and equipment and intangible assets
The book value of the Geox Group’s property, plant and equipment and intangible assets is reviewed whenever there is internal or external evidence that the value of such assets, or group of assets (defined as a Cash Generating Unit or CGU), may be impaired . Goodwill has to be subjected to impairment testing at least once a year.
Impairment tests are performed by comparing the book value of the asset or of the CGU with its realizable value, represented by its fair value (net of any disposal costs) or, if greater, the present value of the net cash flows that the asset or CGU is expe cted to generate.
If the book value of the asset is greater than its recoverable value, this asset is consequently impaired in order to align it to its recoverable value through use.
Each unit, to which the specific values of assets are allocated (tangible and intangible), represents the lowest level at which the Group monitors such assets. The Group's terms and conditions for reinstating the value of an asset that has previously been written down are those established by IAS 36. Write backs of goodwill are not possible under any circumstances.
Financial instruments
Financial instruments held by the Group are included in the following financial statements items:
• non-current financial assets comprise non -current loans and receivables;
• current financial assets include trade receivables, financial receivables and current securities and derivative financial instruments with a positive fair value;
• cash and cash equivalents include bank deposits, units in liquidity funds and other money market securities that are readily convertible into cash and are subject to an insignificant risk of changes in value;
• financial liabilities refer to financial payables, financial instruments with a negative fair value, trade payables and other payables.
When financial assets do not have a fixed maturity, they are measured at acquisition cost. Receivables with a maturity of more than one year, non -interest -bearing or bearing interest lower than market rates, are discounted using market rates.
Assessments are regularly made to determine whether there is objective evidence that a financial asset or group of assets may be impaired. If there is objective evidence, the impairment loss should be recognized as an expense in the income statement for th e period.
Accounts receivables are initially recognized at their current value and then shown net of the provision for bad debt necessary to adjust them in accordance with the impairment model introduced by IFRS 9 (expected losses model).
Provision for the doubtful accounts is charged to the income statement.
Receivables subject to impairment are written off when it’s confirmed that they are not recoverable.
Receivables sold to the factor without recourse (pro -soluto) have been removed from the balance sheet as the relative contract transfers ownership of the receivables, together with all cash flows generated by said receivable and all related risks and benefits, to the factor.
Except for derivative instruments, financial liabilities are measured at amortized cost using the effective interest method.
43 Financial assets and liabilities hedged by derivative instruments are measured in accordance with hedge accounting principles applicable to fair value hedges: gains and losses arising from remeasurement at fair value, due to changes in relevant hedged risk , are recognized in the income statement and are offset by the effective portion of the loss or gain arising from remeasurement at fair value of the hedging instrument.
Derivative financial instruments
All derivative financial instruments are measured in accordance with IFRS 9 at fair value.
Derivative financial instruments are used for hedging purposes, in order to foreign exchange and interest rate risk. In accordance with IFRS 9, derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is f ormal designation and documentation of the hedging relationship and the hedge relationship is effective on the basis of the “economic relationship” between the hedged item and the hedge instrument.
When derivative financial instruments qualify for hedge accounting, the following accounting treatments apply:
• Fair value hedge – Where a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability that is attributable to a particular risk and could affect the income statement, the gain or loss from remeasuri ng the hedging instrument at fair value is recognized in the income statement. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognized in the income statement;
• Cash flow hedge – Where a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in equity. The cumulative gain or loss is removed from equity and recognized in the income statement at the same time as the economic effect arising from the h edged item affects income. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the income statement immediately.
When a hedging instrument or hedge relationship is terminated but the hedged transaction i s still expected to occur, the cumulative gain or loss realized to the point of termination remains in equity and is recognized in the income statement at the same time as the underlying transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in equity is recognized in the income statement immediately.
If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognized immediately in the income statement.
Inventories
Inventories of finished products are measured at the lower of purchase or production cost and their estimated net realizable or replacement value. For raw materials, purchase cost is calculated at the weighted average cost for the period.
For finished products and goods, purchase or production cost is calculated at the weighted average cost for the period, including directly related purchasing costs and a reasonable proportion of production overheads. Obsolete and slow -
moving goods are writ ten down according to the likelihood of them being used or sold.
Employee benefit
Benefits paid to employees under defined -benefit plans on or after termination of employment (employee severance indemnities) are recognized over the period that the right to such benefits accrues. The liability arising under defined benefit plans, net of any assets servicing the plan, is determined using actuarial assumptions and recorded on an accrual basis in line with the work performed to earn the benefits.
The liability is assessed by independent actuaries. The amount reflects not only the liabilities accrued up to the balance sheet date, but also future pay rises and related statistical trends. The benefits guaranteed to employees through defined -
contributi on plans are recognized on an accrual basis; at the same time, they also give rise to the recognition of a liability at face value.
44 Share -based payments
The fair value at grant date of the incentives granted to employees in the form of share -based payments, that are equity settled, is usually included in expenses with a corresponding increase in equity over the period during which the employees earn the in centives rights. The amount recognized as an expense is adjusted to reflect the actual number of incentives for which the conditions of continued employment and non -market performance are met, so that the final amount recognized as an expense, is based on the number of incentives that fulfil these conditions at the vesting date.
In case the incentives granted as share -based payments whose conditions are not to be considered to maturity, the fair value at the grant date of the share -based payment is measured to reflect such conditions. With reference to the non -
vesting conditions, any difference between amounts at the grant date and the actual amounts will have no impact on the Consolidated Financial Statements.
The fair value of the amount payable to employees related to share appreciation rights, settled in cash, is recognized as an expense with a corresponding increase in liabilities over the period during which the employees unconditionally become entitled to receive the payment. The liability is measured at year -end and at the settlement date based on the fair value of the share appreciation rights.
Any changes in the fair value of the liability are recognized in profit or loss for the year.
Provisions for liabilities and charges
Provisions for liabilities and charges are recognized when there is an effective obligation (legal or implicit) deriving from a past event, providing there will probably be an outlay of resources to settle the obligation and the amount of the obligation ca n be reliably estimated.
Provisions represent the best estimate of the amount that the business would have to pay to settle the obligation or transfer it to third parties at the balance sheet date. Provisions are determined by discounting the expected future cash flows, if the eff ect of discounting is significant.
Operating globally, the Group is subject to legal and tax risks arising from the conduct of normal business. Based on the information available to date, the Group believes that as of the date of preparation of this document, the provisions set aside in the financial statements are sufficient to ensure a fair presentation of the Consolidated Financial Statements.
Revenues
The Geox Group creates, produces, promotes and distributes Geox -brand footwear and apparel, the main feature of which is the use of innovative and technological solutions that can guarantee the ability to breathe and remain waterproof at the same time. The Group's revenues include:
• sales of goods to customers operating through mono -brand stores (franchising stores) or multi -brand stores
(wholesalers);
• sales of goods directly through Geox shops or e -commerce channel;
• royalties
Sale of goods (Wholesale and Franchising)
Revenues from the sale of goods are recognized when control of the asset is transferred to the buyer, i.e. when the asset is delivered to the customer in accordance with contractual provisions and the customer acquires the ability to direct the use of and obtain substantially all of the benefits from the asset. If the sales contract includes retrospective volume -related discounts, the Group estimates the relevant impact and treat it as variable consideration. Group estimates the impact of potential returns from customers. This impact is accounted for as variable consideration, recognizing a liability for returns and the corresponding asset in the statement of financial position. This estimate is based on the Group’s right of return policies and practices alo ng with historical data on returns.
The Group includes in the transaction price the variable considerations estimated (discounts and returns) only to the extent that it is highly probable that a significant reversal in the amount of recognized revenue will not occur in the future.
Sale of goods (Retail)
Retail revenues are recognized upon receipt of the goods by the customer at the retail location. The relevant consideration is usually received at the time of the delivery. Any advance payments or deposits from customers are not recognized as revenue until the product is delivered. Concerning sales through the ecommerce channel, the moment in
45 which the customer obtains control of the asset is identified based on the specific terms and conditions applied by the on-line sales platforms used by the Group. In some countries, the Group allows customers to return the products for a certain period of time after the purchase: therefore, it estimates the relevant impact by accounting for it as variable consideration, recognizing the relevant assets and liabilities (see Sale of goods (Wholesale and Franchising)).
The estimate is based on the historical trend in returns, accounts for the time elapsed from the purchase date, and is regularly reviewed. The Group includes in the transaction price the variable considerations estimated only to the extent that it is highl y probable that a significant reversal in the amount of recognized revenue will not occur in the future.
There are no post -delivery obligations other than product warranties, if required by local law; these warranties do not represent a separate performanc e obligation.
Royalties
The Group licenses the rights to use trademarks and/or patents to third parties and recognizes royalty revenues based on the characteristics of the contracts entered into with customers.
Loyalty programs
The companies of the Retail division offer their customers discount programs or similar loyalty programs with a term of 12 months or greater. Customers who present a valid loyalty card receive a fixed percentage discount off the retail prices for a specifi ed range of products and/or services. Revenue under these arrangements is recognized upon receipt of the products or services by the customer at the retail location.
Rental income
Rental income relates to the Geox Shops owned by the Group and leased to third parties under franchising agreements;
rental income is recognized on an accrual basis.
Government Grants
Government grants are recognized in the financial statements when there is reasonable assurance of the Group’s compliance with the conditions for receiving such grants and that the grants will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset.
Income tax
Current income taxes
Current income taxes for the period are calculated on the basis of taxable income in accordance with the tax rules in force in the various countries.
Geox S.p.A. joined, as parent company, a domestic tax consolidation for three years (2014 -2016), then renewed. The two Italian subsidiaries Geox Retail S.r.l. and Xlog S.r.l. are included in this tax consolidation scheme.
Deferred taxes
Deferred tax assets and liabilities are recognized on temporary differences between the amounts shown in the balance sheet and their equivalent value for fiscal purposes. Deferred tax assets are also recognized on the tax losses carried forward by Group co mpanies when they are likely to be absorbed by future taxable income earned by the same companies.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply in the various countries in which the Geox Group operates in the tax periods when the temporary differences reverse or expire.
The book value of deferred tax assets is reviewed at each balance sheet date and if necessary reduced to the extent that future taxable income is no longer likely to be sufficient to recover all or part of the assets. These write -downs are reversed if the reasons for them no longer apply. Income taxes on the amounts booked directly to equity are also charged directly to equity rather than to the income statement.
46 Taxes – Pillar II
Legislative Decree No. 209 of 27 December 2023 transposed Directive No. 2022/EU/2523 on 'Global Minimum Tax' (legislation originating from the rules formulated at the OECD and commonly known as 'Pillar II'), with the express purpose of guaranteeing a minimum level of taxation for multinational or domestic groups of companies as of 1 January 2024.
The new rules affect companies located in Italy, which are part of a multinational or domestic group characterized by annual revenues of Euro 750 million or more, a revenue threshold that must be reached in at least two of the four financial years immediat ely preceding the financial year in question.
Geox Group, included in the consolidation scope of the LIR Group, falls under the Pillar 2 Model Rules.
As is well known, given the complexity of determining the level of effective taxation under the ordinary rules, the "Pillar II" legislation provides, for the first three effective periods (2024 -2026), subsequently extended by 12 months by the Inclusive Framework (thereby extending the regime to 2027 financial year) the possibility of applying a simplified regime (so-called “Transitional Safe Harbour”) based mainly on accounting information available for each jurisdiction.
Specifically, passing at least one of three tests under this simplification results in reduced compliance burden and zero taxes from “Pillar II.” In this regard, it should be noted that the Group has not recorded any global minimum top up tax because, given the information known or reasonably estimable as of 3 0 June 2026, the Group would not be significantly exposed to taxes arising from the “Pillar” framework primarily on the basis of passing the Transitional Safe Harbors.
The Group has applied a temporary mandatory exception to the recognition of deferred taxes with respect to the global minimum top -up tax, which is recognized under current taxes when incurred.
Earnings per share (EPS)
Basic EPS is calculated by dividing the net income attributable to the Parent Company's shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the net income attributable to the Parent Company's shareholders by the weighted average number of shares outstanding, taking into account the effects of all potentially dilutive ordinary shares (e.g. with reference to employee stock option plans, if there are vested options not yet exercised).
47 3. Segment reporting
For the purposes of IFRS 8 "Operating segment," the activity carried out by the Group can be identified in a single operating segment referring to the Geox business.
4. Sales
Consolidated sales for first half of 2026 amount to Euro 270,355 thousand (Euro 305,295 thousand in first half of 2025) down 11.4% compared to the same period of previous year (-11.6% at constant exchange rates).
Sales by product category are shown in the following table:
I half 2026 I half 2025 Change
Footwear 248,694 280,651 (31,957) Apparel 21,661 24,644 (2,983)
Total sales 270,355 305,295 (34,940)
Sales by region are shown in the following table:
I half 2026 I half 2025 Change
Italy 83,707 90,460 (6,753) Europe 130,978 144,723 (13,745) Other Countries 55,670 70,112 (14,442)
Total sales 270,355 305,295 (34,940)
With regards to sales made to individual customers, there are no situations of particular concentration as all are under the threshold of 10% of total sales.
Revenues from royalties amounted Euro 485 thousand, compared to Euro 584 thousand in first half of 2025.
5. Cost of sales and gross margin
The cost of sales, amounting to E uro 128 ,217 thousand (Euro 149,008 thousand in first half of 2025), was 4 7.4% of sales, compared to 4 8.8% in first half of 2025, resulting in a gross margin of 5 2.6% (51.2% in first half of 2025).
The gross margin improved as a percentage of sales thanks to optimize the collection and channel mix .
48 6. Selling and distribution costs and advertising and promotion costs
Selling and distribution costs amounted to Euro 12,908 thousand (Euro 16,626 thousand in first half of 2025) accounting for 4.8% of sales ( 5.4% in first half of 2025). These costs include, mainly, the costs of the sales force, both independent and employed, credit management costs, such as the cost of credit insurance, and transportation costs on sales. The decrease is linked to reduction in wholesale turnover and, in particular is attributable to the related transportation costs and sales force costs.
Advertising and promotion costs amounted to Euro 10,139 thousand, accounting for 3. 8% on sales, down from Euro 11,373 thousand in first half of 2025 (3.7% the incidence in the first half 2025 ).
7. General and administrative expenses General and administrative expenses are analyzed in the following table:
I half 2026 I half 2025 Change
Wages and salaries 36,686 45,829 (9,143) Rental and occupancy expenses 3,912 4,318 (406) Services and consulting 14,588 16,734 (2,146) Depreciation 30,954 31,747 (793) Samples 2,466 2,130 336 Maintenance 3,772 4,395 (623) Other costs 23,576 26,331 (2,755)
Total 115,954 131,484 (15,530)
General and administrative expenses amount to Euro 115,954 thousand in first half of 2026, down compared to Euro 131,484 thousand in first half of 2025. I t should be noted that the first half of 2026 is affected by some extraordinary costs related to the business model transformation process, which generated expenses mainly associated with workforce reorganization totaling Eur o 855 thousand, compared to Euro 1, 748 thousand in first half of 2025 .
Wages and salaries went from Euro 45,829 thousand to Euro 36,686 thousand, showing a decrease of Euro 9,143 thousand.
The change compared with the previous fiscal year is due to the decrease in the average number of employees (which went from 2,386 in the first half of 2025 to 2,041 in the first half of 2026).
Rental and service charges include costs related to short term contracts, variable rent on turnover contracts and those related to lease contracts for which the underlying asset is a low -value asset.
Rental and service charges relate to shops, offices and industrial property leased by the Group, and they show in first half of 2026 a decrease of Euro 406 thousand.
It should be noted that this item includes service charges of Euro 2,960 thousand (Euro 2,977 thousand in first half of 2025 ), variable rents of Euro 199 thousand (Euro 93 thousand in first half of 2025), short -term leases of Euro 207 thousand (Euro 325 thousand in first half of 2025) and lease contracts related to low -value assets of Euro 483 thousand (Euro 533 thousand in first half of 2025).
The item services and consulting, amounting to Euro 14,588 thousand (Euro 16,734 thousand in first half of 2025), includes mainly logistics and warehousing services, outsourcing services, and information systems.
Depreciation, amounting to Euro 30,954 thousand (Euro 31,747 thousand in first half of 2025) includes mainly the depreciation of Right -of-use assets, shops furniture, and software and hardware related to information systems.
The item samples, amounting to Euro 2,466 thousand (Euro 2,130 thousand in first half of 2025) includes costs for samples development.
49 The item maintenance, amounting to Euro 3,772 thousand (Euro 4,395 thousand in first half of 2025), includes maintenance related to the headquarter, stores and related to information systems.
Other costs went from Euro 26,331 thousand in first half of 2025 to Euro 23,576 thousand in 202 6, showing a decrease of Euro 2,755 thousand.
The other costs include also utilities and telephone expenses (amounting to Euro 1,960 thousand), consumption materials (amounting to Euro 1,349 thousand), bank commissions and expenses (amounting to Euro 2,311 thousand), company officers’ compensation (amounting to Euro 1,890 thousand), travel expenses (amounting to Euro 588 thousand), insurance (amounting to Euro 760 thousand), and other miscellaneous costs.
8. Other revenues
The following table details other revenues:
I half 2026 I half 2025 Change
Rental income 520 661 (141) Insurance compensation 23 198 (175) Government grants 283 361 (78) Other 748 832 (84)
Total 1,574 2,052 (478)
Rental income relates to the Geox Shops owned by the Group and leased to third parties under franchising agreements.
Insurance compensation, amounting to Euro 2 3 thousand, decreased compared to previous year by Euro 1 75 thousand.
Government grants, amounting to Euro 283 thousand, mainly refer to a grant for investments in research, development and technological innovation, as well as design and aesthetic creation in relation to the 202 5 projects pursuant to Article 1, paragraphs 198 -209, of Law No. 160/2019 (extended by the 2022 Budget Act ), as well as grants for feed -in tariffs for photovoltaic systems.
The item other includes mainly sales of miscellaneous goods.
9. Depreciation, amortization and payroll costs
The following table includes the total value of depreciation and amortization for the period , presented in the movements in fixed assets shown in notes 15, 16 and 17, net of provisions and releases of impairment funds:
I half 2026 I half 2025 Change
Industrial depreciation 1,286 1,822 (536) Non-industrial depreciation and amortization 30,954 31,747 (793)
Total 32,240 33,569 (1,329)
Industrial depreciation decreased from Euro 1,822 thousand to Euro 1,286 thousand and refers mainly to molds for
50 shoes soles. These costs are included in the cost of sales.
Non-industrial depreciation and amortization went from Eur o 31,747 thousand to Euro 30,954 thousand and refer mainly to Right -of-use assets, shops furniture, and software and hardware related to information systems. These costs are included in general and administrative expenses.
Total payroll costs went from Euro 55,574 thousand in the first half of 2025 to Euro 42,728 thousand in the first half of 2026, showing a decrease of Eur o 12,846 thousand. The change compared to the previous year is due to a reduction in the average number of employees (which decreased from 2, 386 in the first half of 2025 to 2,041 in the same period of 2026).
10. Impairment test
The following describes the approach followed and the assumptions adopted in performing the impairment test, which was conducted to assess the recoverability of the Group’s assets and was approved independently and concurrently with th e financial statements as at 31 December 2025 . The recoverable amount is based on the value in use, determined on the basis of projected future cash flows.
It should be noted that on December 17, 2025, the Board of Directors approved the 2026 Budget, which confirms operating margins in line with the estimates set forth in the 2025 –2029 Business Plan approved on December 19, 2024 (hereinafter also referred to as the “Plan”). This is despite the fact that sales for 2026 are estimated to be significantly lower than those in the Plan, to account for the persistence of market conditions, which are expected to continue to negatively impact the trend in sector demand , which is projected to contract. The cash flow projections also take into account the effects of geopolitical tensions, trade restrictions, and inflation.
For this reason, the impairment test was performed using cash flows that reflect:
- the 2026 Budget, approved by the Board of Directors on December 17, 2025;
- the 2027 –2029 projections, updated to account for both the expected sales decline in 2026 - while maintaining the volume growth projected in the Plan - and the impact of the downsizing of the operational structure and the efficiency initiatives that h ave been approved and are already underway.
It should be recalled that the Industrial Plan 2025 -2029 is structured into two phases, specifically:
- Phase 1 (2025 -2026), “Strategy Re -Rooting and Performance Improvement” wi th the focus to update the Geox’s business model pillars through the implementation of the renewed value proposition and enhanced operation efficiency.
- Phase 2 (2027 -2029), “Acceleration” will concentrate on strengthening the presence in key markets and driving renewed international expansion.
In estimating growth over the financial forecast period, the Group primarily took into account information obtained from independent external sources, when available, as well as its own internal expectations.
The impairment test included a first phase in which the recoverability of the invested capital referable to each store operated directly by the Group (Direct Operated Stores, DOS) was verified, excluding a very limited number of stores that are flagship. F lagship stores are those stores that, due to their premium locations, contribute to the Group’s overall portfolio of CGUs (both physical and digital stores). For the purposes of the impairment test, flagship stores are considered together with the other CG Us in the same country.
At that stage for each of the cash -generating units (CGUs), the recoverable value is based on the value in use, calculated using estimated future cash flows. For each store, the forecast period is in line with the expected duration of the relative lease agreement, making the necessary projections to cover the years following said forecast timeframe.
For each CGU, only those initiatives and plans that management has committed to implementing and for which there is a reasonable degree of certainty regarding the expected benefits within the Plan’s time horizon have been considered.
Any options to renew I FRS 16 leases have been included only when their exercisability is reasonably certain.
In order to calculate the current value, future cash flows obtained in this way have been discounted using a WACC pre -
tax, taking into consideration the specific characteristics and risks of each area in which the Group operates, between 13.7% and 19.7% (1 9.7% refers to the Russian market).
As at 30 June 2026, the Group monitored the profitability performance of its stores by comparing the actual results for the first six months of the year with the forecast data used in the impairment test performed as at 31 December 2025,
51 in order to identify any trigger events and verify that the non -current assets attributable to each store were not carried at an amount exceeding their recoverable amount.
As at 30 June 2026, t he Directors therefore identified 35 stores with trigger events and proceeded to write down, in whole or in part, assets relating to 1 4 shops (CGUs), compared to the 17 shops written down as at 31 December 202 5.
Regarding the assets of the stores analyzed, total assets of Euro 1 62 million (of which Right -of-use assets for Euro 1 38 million) were tested, as of 3 0 June 2026. This methodology is consistent with what was done as at 31 December 2025 when total assets for Euro 1 69 million (of which Right -of-use assets for Euro 1 43 million) were tested.
The assumption underlying the valuation of the stores tested are consistent with those applied as at 31 December 2025 in terms of WACC and CAGR, while reflecting updated cash flow projections on the best information available.
The total impairment provision allocated as an adjustment to fixed assets as of 3 0 June 2026 amounted to Euro 1, 635 thousand (Euro 1,323 thousand as at 31 December 2025 ).
With reference to the outcomes of the impairment test, it should be noted that the amount of impairments made at is also affected by the gradual process of depreciation of the tested assets (notes 15, 16 and 17). In fact, it should be recalled how the Grou p continues to depreciate the assets subject to impairment and at the same time proceeds to release the impairment fund, thus not adjusting, as a result of the impairment, the value on which to calculate depreciation.
Changes in the impairment fund for the different categories of fixed assets is shown below:
Intangible
assets Property,
plant and
equipment Right -of-use
assets Total
Impairment fund as at 12 -31-2025 (110) (504) (709) (1,323)
Provisions - (828) - (828) Releases 3 98 378 479 Utilization for stores closed 28 17 - 45 Translation differences and other movements - - (8) (8) Change in impairment fund 31 (713) 370 (312)
Impairment fund as at 06 -30-2026 (79) (1,217) (339) (1,635)
The next phase of the impairment test was carried out by the Directors at the time of the approval of the financial statement as of 31 December 2025 and it involve testing the recoverability of the Group's net invested capital, including goodwill amounting to Euro 1,138 thousand.
An asset -side approach was instead used to check the recoverable value of the Group’s goodwill and net invested capital, comparing the value in use of each cash generating unit with the relative carrying amount.
As previously indicated, cash flow projections were prepared for the 2026 -2029 period assuming a CAGR of +8%.
Expected future cash flows after 2029 and used for terminal value were determined using a growth rate (“g -rate”) of 2.2%.
The discount rate was calculated using the Weighted Average Cost of Capital ("WACC") and taking into account the changed scenario of the economy and the resulting interest rate implications.
The calculated discount rate is 10.8% and is based on the following assumptions: (i) the risk -free rate adopted is 4.1% and corresponds to the yield on 10 -year government bonds of the various countries in which the Group operates; (ii) the equity risk prem ium of 8.2% is based on the results of long -term analysis related to industrialized countries, Group size, and professional practice; (iii) the beta coefficient was estimated on the basis of a panel of comparable companies and is 0.9; (iv) the cost of debt , 3.3%, was estimated on the basis of the 10 -year IRS plus a spread of 170bps; (v) the debt/equity ratio was estimated on the basis of a panel of comparable companies and is 27%. Future flows include annual investments of about Euro 21 -25 million.
52 As a result, the impairment test shows a value in use of Euro 855 million and, therefore, positive coverage, sufficient to support the Group's net invested capital and goodwill. As a result, no further impairment is necessary than those already accounted f or with reference to the impairment test on stores.
In addition, the Group conducted the usual sensitivity analyses in order to highlight the effects produced on "value in use" by a change in key assumptions (WACC, growth rate, and EBITDA).
Sensitivity analyses show that in order to make the "value in use" equal to the value of Net Invested Capital, the following parameters would need to change, considered individually and if nothing else changes : i) increase in WACC to 19.8%; ii) growth rate "g" used in terminal value of less than 0; and iii) a reduction in EBITDA of about 36%. As of 30 June 2026 the Directors have not identified any trigger events th at required the test to be updated again.
Finally, it should be noted that as of 3 0 June 2026 , Geox's market capitalization was well above the book value of equity.
11. Personnel
The average number of employees is shown below:
I half 2026 I half 2025 Change
Managers 27 37 (10) Middle managers and office staff 541 761 (220) Shop employees 1,472 1,587 (115) Factory workers 1 1 -
Total 2,041 2,386 (345)
The average number of employees for the first half of 2026 amounted to 2, 041 showing a reduction of 345 compared to the first half of 2025 mainly due mainly due to workforce restructuring in Italy ( 242 employees) , in Russia (36 employees) and Hong Kong (46 employees).
12. Financial income and Financial expenses
The item is made up follows:
I half 2026 I half 2025 Change
Financial income 1,015 5,546 (4,531) Financial expenses (7,552) (8,094) 542
Total (6,537) (2,548) (3,989)
53 Financial income is made up as follows:
I half 2026 I half 2025 Change
Interest from banks 73 72 1 Other interest income 519 533 (14) Net gains on exchange rate differences 423 4,941 (4,518)
Total 1,015 5,546 (4,531)
Other interest income mainly includes the time value effect referring to derivative financial instruments mentioned in note 36.
Net gains on exchange rate differences amount to Euro 4 23 thousand, compared to Euro 4,941 thousand in first half of 2025, and relate mainly to EUR/RUB exchange rate.
Financial expenses are made up as follows:
I half 2026 I half 2025 Change
Bank interest and charges 277 195 82 Interest on loans 2,272 2,695 (423) Interest on leases 3,098 2,865 233 Other interest expense 744 994 (250) Financial discounts and allowances 1,161 1,345 (184)
Total 7,552 8,094 (542)
Interest on loans decreases by Euro 423 thousand compared to the same period of last year . This decrease is primarily due to lower average debt levels during the period, supported by the capital increase .
Other financial expenses mainly include the time value effect referring to derivative financial instruments mentioned in note 36.
Interest on leases relate to the application of the accounting standard IFRS 16. The weighted average of the interest borrowing rate (IBR) of the year is 2. 9%.
13. Income tax
Income taxes for first half of 2026 amount to Euro 2,086 thousand, compared to Euro 1,202 thousand in first half of 2025.
I half 2026 I half 2025 Change
Current taxes (482) (469) (13) Deferred taxes (1,604) (733) (871)
Total (2,086) (1,202) (884)
54 The following table shows reconciliation between the Group's effective tax burden and its theoretical tax charge, based on the current tax rate in force during the period in Italy (the country of Geox S.p.A., the Parent Company):
I half 2026 % I half 2025 %
PBT (1,826) 100.0% (3,692) 100.0%
Theoretical income taxes (*) (438) 24.0% (886) 24.0% Effective income taxes 2,086 (114.2%) 1,202 (32.6%) Difference due to: 2,524 (138.2%) 2,088 (56.6%)
1) different tax rates applicable in other countries (22) 1.2% (92) 2.5% 2) permanent differences:
i) IRAP and other local taxes 236 (12.9%) 75 (2.0%) ii) writedowns of deferred tax asset 2,200 (120.5%) 2,056 (55.7%) iii) previous years' taxes and other taxes 110 (6.0%) 49 (1.3%) Total difference 2,524 (138.2%) 2,088 (56.6%) (*) Theoretical income taxes based on the tax rates applicable to Geox S.p.A.
It should be noted how the recorded amount of deferred tax assets does not include tax benefits associated with tax losses in first semesters 2026 and 202 5, with the exception of some countries, amounting to Euro 2,200 thousand and Euro 2,056 thousand, respectively, as deferred tax assets have been recognized within the limits of the amounts deemed recoverable over a time horizon of 4/5 years.
14. Earnings per share
EPS is calculated by dividing the net income for the period attributable to the ordinary shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the net income for the period attributable to the Parent Company's shareholders by the weighted average number of shares outstanding during the period, taking into account the effects of all potential dilutiv e ordinary shares with reference to vested, but not yet exercised, options.
The following table shows the result and the number of ordinary shares used to calculate basic and diluted EPS in accordance with IAS 33:
I half 2026 I half 2025
Earning/(Loss) per share (Euro) (0.01) (0.02) Diluted earning/(loss) per share (Euro) (0.01) (0.02)
Weighted average number of shares outstanding:
- basic 316,423,190 265,570,394
- diluted 318,937,846 265,570,394
55 15. Intangible assets
Intangible assets are made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Industrial patents and intellectual property rights 7,271 10,180 (2,909) Trademarks, concessions and licenses 116 135 (19) Key money 8,591 9,271 (680) Assets in progress and payments on account 215 105 110 Goodwill 1,138 1,138 -
Total 17,331 20,829 (3,498)
The following table shows the changes in intangible assets during first half of 2026:
Industrial
patents and
intellectual
property
rights Trademarks,
concessions
and licenses Key money Assets in
progress
and
payments
on account Goodwill Total Historical value at 12 -31-2025 123,552 115,711 57,531 105 1,789 298,688 Accumulated depreciation at 12-31-2025 (113,372) (115,576) (48,150) - (651) (277,749) Impairment fund at 12 -31-2025 - - (110) - - (110) Net book value at 12 -31-2025 10,180 135 9,271 105 1,138 20,829
Additions 478 - - 125 - 603 Disposals (4) - (1,179) - - (1,183) Translation differences and other movements 15 - 29 (15) - 29 Change in historical value 489 - (1,150) 110 - (551) Amortization (3,400) (19) (683) - - (4,102) Decreases 2 - 1,151 - - 1,153 Translation differences and other movements - - (29) - - (29) Change in amortization fund (3,398) (19) 439 - - (2,978) Releases - - 3 - - 3 Utilization for stores closed - - 28 - - 28 Change in impairment fund - - 31 - - 31
Total change in the period (2,909) (19) (680) 110 - (3,498)
Historical value at 06 -30-2026 124,041 115,711 56,381 215 1,789 298,137 Accumulated depreciation at 06 -30-2026 (116,770) (115,595) (47,711) - (651) (280,727) Impairment fund at 06 -30-2026 - - (79) - - (79) Net book value at 06-30-2026 7,271 116 8,591 215 1,138 17,331
56 Investments mainly concern:
• personalization of the IT system and software utilization licenses for a total of Euro 440 thousand, costs incurred for registration, extension and protection of patents in various parts of the world for Euro 38 thousand;
• assets in progress relating to further implementations and customizing of the IT system still in progress.
The decreases concern, mainly, the abandonment of trademarks and patents filed in some countries and the divestment of key money as a result of store closures.
Movements in the impairment fund are the result of performing impairment tests on non -current assets referable to stores, as more fully described in note 10.
16. Property, plan t and equipment
Details of property, plant and equipment are shown in the following table:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Plant and machinery 1,600 1,856 (256) Industrial and commercial equipment 1,622 1,964 (342) Other assets 6,533 7,269 (736) Leasehold improvements 15,340 16,826 (1,486) Assets in progress and payments on account 306 115 191
Total 25,401 28,030 (2,629)
57 The following table shows the changes in property, plant and equipment during first half of 2026:
Plant and
machinery Industrial
and
commercial
equipment Other
assets Leasehold
improvements Assets in
progress
and
payments
on
account Total
Historical value at 12 -31-2025 26,541 30,568 54,199 78,963 115 190,386 Accumulated depreciation at 12 -31-2025 (24,685) (28,604) (46,661) (61,902) - (161,852) Impairment fund at 12 -31-2025 - - (269) (235) - (504) Net book value at 12 -31-2025 1,856 1,964 7,269 16,826 115 28,030
Additions 17 649 804 1,294 242 3,006 Disposals - (30) (2,110) (1,690) - (3,830) Translation differences and other movements - - 91 108 (51) 148 Change in historical value 17 619 (1,215) (288) 191 (676) Amortization (273) (991) (1,552) (2,074) - (4,890) Decreases - 30 2,074 1,674 - 3,778 Translation differences and other movements - - (68) (60) - (128) Change in amortization fund (273) (961) 454 (460) - (1,240) Provisions - - - (828) - (828) Releases - - 23 75 - 98 Utilization for stores closed - - 2 15 - 17 Change in impairment fund - - 25 (738) - (713)
Total change in the period (256) (342) (736) (1,486) 191 (2,629)
Historical value at 06 -30-2026 26,558 31,187 52,984 78,675 306 189,710 Accumulated depreciation at 06 -30-2026 (24,958) (29,565) (46,207) (62,362) - (163,092) Impairment fund at 06 -30-2026 - - (244) (973) - (1,217) Net book value at 06-30-2026 1,600 1,622 6,533 15,340 306 25,401
Investments mainly concern:
• the purchase of machinery for the logistics center in Signoressa;
• the purchase of industrial equipment (mainly molds for shoe soles) by the parent company Geox S.p.A.;
• Geox shop, office and head office fittings and hardware;
• leasehold improvements relating to industrial buildings and offices and to premises fitted out as Geox Shop;
• asset in progress mainly related to the amounts paid for the purchase of furniture for the restyling of some Geox Shops.
Decreases concern furniture and improvements of stores closed during the period.
Movements in the impairment fund are the result of the impairment test on non current assets relating to the stores, as further described in note 10.
58 The item other assets is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Electronic machines 951 1,304 (353) Furniture and fittings 5,452 5,805 (353) Motor vehicles and internal transport 130 160 (30)
Total 6,533 7,269 (736)
17. Right -of-use assets
Right-of-use assets are made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Right-of-use - Apartments 338 447 (109) Right-of-use - Building 199,112 207,655 (8,543) Right-of-use - Cars and Trucks 613 859 (246)
Total Right -of-use 200,063 208,961 (8,898)
59 The following table shows the changes in Right -of-use assets during first half of 2026:
Right -of-use -
Apartments Right -of-use -
Building Right -of-use -
Cars and
Trucks Total
Historical value at 12 -31-2025 1,522 445,752 2,125 449,399 Accumulated depreciation at 12 -31-2025 (1,075) (237,388) (1,266) (239,729) Impairment fund at 12 -31-2025 - (709) - (709) Net book value at 12 -31-2025 447 207,655 859 208,961
Additions - 13,380 - 13,380 Disposals (80) (11,201) (244) (11,525) Translation differences and other movements - 859 - 859 Change in historical value (80) 3,038 (244) 2,714 Amortization (109) (22,544) (246) (22,899) Decreases 80 11,201 244 11,525 Translation differences and other movements - (608) - (608) Change in amortization fund (29) (11,951) (2) (11,982) Releases - 378 - 378 Translation differences and other movements - (8) - (8) Change in impairment fund - 370 - 370
Total change in the period (109) (8,543) (246) (8,898)
Historical value at 06 -30-2026 1,442 448,790 1,881 452,113 Accumulated depreciation at 06 -30-2026 (1,104) (249,339) (1,268) (251,711) Impairment fund at 06 -30-2026 - (339) - (339) Net book value at 06 -30-2026 338 199,112 613 200,063
The increases recorded during the year mainly relate to renegotiations of existing contracts.
Movements in the impairment fund are the result of the impairment test on non -current assets relating to the stores, as further described in note 10.
60 18. Deferred tax
The following table analyses the change in deferred tax assets and the nature of the items and temporary differences that gave rise to them. The Group has offset the deferred tax assets and liabilities as the law permits the compensation of fiscal assets w ith fiscal liabilities.
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Carry -forward tax losses 5,727 5,593 134 Depreciation and amortization and impairment 5,012 4,860 152 Derivative financial instruments - 538 (538) Provision for obsolescence and slow -moving inventory and returns 11,020 11,881 (861) Provision for agents' severance indemnities 256 255 1 Bad debt provision 3,095 3,172 (77) Risk provision 357 702 (345) Other 524 1,236 (712) Deferred tax assets 25,991 28,237 (2,246)
Derivative financial instruments (771) - (771) Other - (325) 325 Deferred tax liabilities (771) (325) (446)
Total deferred taxes 25,220 27,912 (2,692)
Deferred tax assets have been recognized to the extent that it is considered probable that sufficient future taxable income will be available to allow for their recovery.
The deferred tax assets on tax losses mainly relate to the tax loss generated during 2019 by the parent company Geox S.p.A. as part of the domestic tax consolidation with the Italian subsidiaries Geox Retail S.r.l. and Xlog. S.r.l., amounting to Euro 4,153 thousand. It should be noted that no deferred tax assets have been recognized in respect of the tax losses of the parent company and of the other Italian subsidiaries, for the years 2020 -2025, for a total amount of Euro 48,379 thousand, as well as those o f the foreign subsidiaries, mainly in Canada, for which, at the date of this report, there is no reasonable certainty that taxable income, over the financial forecast horizon, will allow for their recovery.
Derivatives that are defined as cash flow hedges and measured at fair value booked directly to equity require all related taxes also to be booked directly to equity and not to the income statement. The deferred tax liabilities booked directly to equity amo unt to Euro 771 thousand (deferred tax assets amounting to Euro 538 thousand as at 31 December 202 5).
19. Other non -current assets
Other non -current assets are made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Accounts receivable from others in 1 to 5 years 3,843 4,149 (306) Accounts receivable from others in more than 5 years 1,309 1,149 160
Total 5,152 5,298 (146)
Other non -current assets mainly relate to guarantee deposits for utilities and shop leases.
61
20. Inventory
The following table shows the breakdown of inventories:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Raw materials 3,128 3,714 (586) Finished products and goods for resale 191,145 221,988 (30,843) Furniture and fittings 80 92 (12)
Total 194,353 225,794 (31,441)
Inventories of finished products also include goods in transit acquired from countries in the Far East and the costs related to the expected returns on sales.
The value of finished product inventories decreases for Euro 30,843 thousand compared to the previous year, thanks to a careful inventory management policy that focused on selling existing inventories, also stock sales, limiting at the same time , as far as possible, new purchases.
Furniture and fittings relate to furnishings that will be used or sold to franchisees for opening new Geox Shops.
The book value of inventories is not significantly different from their current cost at the end of the period.
Inventories are shown net of the provision for obsolete and slow -moving inventory, deemed appropriate for the measurement at estimated realizable value of finished products from previous collections and raw materials no longer used.
The provision for obsolete and slow -moving inventory is analyzed below:
Balance at January 1 20,827
Provisions 5,231
Translation differences 64
Utilizations (6,100)
Balance at June 30 20,022
The decrease of the fund reflects the adjustment to the value deemed recoverable of inventories in light of the sales forecasts.
21. Accounts receivable
Accounts receivables are made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Gross value 81,853 83,913 (2,060) Provision for bad and doubtful accounts (14,020) (14,902) 882
Net value 67,833 69,011 (1,178)
62 Accounts receivable amounted to Euro 8 1,853 thousand at 3 0 June 2026, showing a decrease of Euro 2,060 thousand compared to 31 December 202 5.
It should be noted that this item as at 31 December 2025, was influenced by non -recourse factoring transactions, amounting to Euro 7,303 thousand . There are no such transactions as at 30 June 2026.
The following is an ageing analysis of accounts receivable as of 3 0 June 2026:
Not yet
due Past due 0 - 90 days Past due 91 - 180 days Past due
over 180
days Total
Gross value of accounts receivable at June 30, 2026 55,959 10,793 2,493 12,608 81,853 Gross value of accounts receivable at December 31, 2025 54,140 13,121 2,925 13,727 83,913
With regards to sales made to individual customers, there are no situations of particular concentration as all are under the threshold of 10% of total sales.
The book value of trade receivables coincides with their fair value.
The Group continues to maintain tight control over credit. This management practice ensures that the investment in working capital is limited. Accounts receivables are adjusted to their estimated realizable value by means of a provision for bad and doubtfu l accounts based on a review of individual outstanding balances. The provision at year end represents a prudent estimate of the current collection risk.
Changes in the provision during the year are as follows:
Balance at January 1 14,902
Provisions 712
Translation differences 13
Utilizations (1,607)
Balance at June 30 14,020
The risk of customer insolvency is significantly mitigated as specific contracts with leading credit insurance companies cove r credit risk on most of the turnover. The clauses provide that, initially, the insurance is configured solely as a request to accept the credit risk up to previously agreed credit limits. The insurance does become operating only after a formal communication of non -payment within the stipulated time.
63 22. Other current assets
This item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Tax credits 537 1,178 (641) VAT recoverable from tax authorities 1,513 958 555 Advances to vendors 1,779 2,010 (231) Other receivables 2,098 2,750 (652) Accrued income and prepaid expenses 4,359 2,803 1,556
Total 10,286 9,699 587
Receivables from the tax authorities for VAT refer, mainly, to the VAT credit balance determined in the VAT settlement and to the credit for foreign VAT claimed for refund.
Prepaid expenses mainly include prepayments for rentals and maintenances.
23. Current and non -current financial assets
The book value of the financial assets shown below coincides with their fair value.
The following table shows the breakdown of this item:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Term bank deposits 23 27 (4) Total non current financial assets 23 27 (4)
Fair value derivative contracts 4,981 139 4,842 Other current financial assets 3,173 3,635 (462) Total current financial assets 8,154 3,774 4,380
The term bank deposits of Euro 23 thousand include amounts lodged to guarantee rent contracts on foreign shops.
As regards the mark -to-market derivative contracts, see the comments in note 36.
The item other current financial assets amounting to Euro 3, 173 thousand mainly includes sums temporarily unavailable related to the e -commerce business.
24. Cash and cash equivalent
The amount of Euro 18, 790 thousand relates to: short term deposits for Euro 2,942 thousand, to current account in Euro for Euro 10,386 thousand, in British Pound for 567 thousand , in Canadian Dollar for 455 thousand, in Hungarian Forint for Euro 1,995 thousand, in Ruble for Euro 1,333 thousand , other currencies for the rest.
It should be noted that the book value of cash and cash equivalents coincides with their fair value.
64
25. Equity
Share Capital
As of 3 0 June 2026 the share capital amounted to Euro 36,690 thousand ( unchanged compared to December 31, 202 5), fully subscribed and paid up, consisting of 366,904,531 ordinary shares with no par value. At that date, the Company held a total of 734,041 treasury shares, equal to 0.20% of the share capital.
The Extraordinary Shareholders' Meeting held on April 17, 2025 approved the proposal to increase the share capital by a maximum of Euro 60 million, including share premium, as part of a broader refinancing plan necessary to implement the actions envisaged in the Business Plan approved by the Board of Directors on December 19, 2024, as well as to ensure a substantial balance between the actions envisaged therein, the sources of financing and the charges arising from existing debt. The Financial Plan was gov erned by the Framework Agreement signed with the GEOX Group's lending banks on December 30, 2024.
The Capital Increase was approved by the Shareholders' Meeting according to the following structure:
• a first tranche, divisible, for a total amount of up to Euro 30 million, including any share premium, through the issue of ordinary shares with no par value, with warrants attached free of charge, with regular dividend rights and the same characteristics a s the ordinary shares outstanding on the date of issue (the ‘Offered Shares’), to be offered for subscription to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code and to be subscribed by June 30, 2025 (the ‘Capital Increase with Option Rights’); and • a second tranche, which may be divided and issued in stages, for a total amount of up to Euro 30 million, including any share premium, through the issue, on one or more occasions, of ordinary shares with no par value, with regular dividend rights and the s ame characteristics as the ordinary shares outstanding on the date of issue (the ‘Complementary Shares’), to be subscribed by the deadline of October 31, 2026 to service the exercise of the Warrants (the ‘Warrant Capital Increase’).
On May 22, 2025 the Board of Directors has set the final terms and conditions of the Rights Issue and the Warrant Capital Increase.
In particular, the Board of Directors has set the subscription price of the GEOX shares deriving from the Rights Issue at Euro 0.278 per New Share, of which Euro 0.10 to be allocated to share capital and Euro 0.178 to share premium (the subscription price includes a discount of 14.9% compared to the Theoretical Ex -Right Price – so called TERP - calculated according to standard methodologies based on the reference price of GEOX shares on May 22, 2025) and has consequently resolved to issue up to 107,697,200 New Shares (together with an equal number of Warrants granted free of charge), to be offered to shareholders on a pre -emptive basis in the ratio of 5 New Shares for every 12 GEOX shares held.
Furthermore, the Board of Directors has set the subscription price of each Warrant Share at Euro 0.342, of which Euro 0.10 to be allocated to share capital and Euro 0.242 to share premium. The Board has also set the exercise ratio at 13 Warrant Shares for every 16 Warrants exercised, resolving to issue up to 87,503,975 Warrant Shares. The Warrant Exercise Price includes a premium of about 4.7% compared to the TERP.
During the subscription period (the “Subscription Period”), started on May 26, 2025 and ended on June 12, 2025 (both dates included), a total of 251,715,108 Rights were exercised for the subscription of 104,881,295 New Shares, corresponding to approximatel y 97.385% of the total New Shares, for an aggregate amount of Euro 29,157,000.01. At the same time, 104,881,295 Warrants were granted free of charge.
In execution of the commitments undertaken on December 30, 2024, the shareholder LIR S.r.l. (“LIR”) subscribed for no. 76,790,620 New Shares, corresponding to its pro -rata share of the Right Issue, equal to approximately 71.30% of the total New Shares, for a total amount of Euro 21,347,792.36.
The remaining no. 6,758,172 not exercised rights - entitling holders to subscribe for up to no. 2,815,905 newly issued ordinary shares of GEOX each of which paired free of charge with one “Geox 2025 -2026 Warrant” – have been sold during the first session o f the rights auction on June 16, 2025.
On June 17, 2025 a total of 6,758,136 Unexercised Rights were exercised - out of the 6,758,172 acquired during the Rights Auction held on June 16, 2025 - resulting in the subscription of 2,815,890 New Shares, each accompanied by one “Geox 2025 -2026 Warrant ”. With regard to the 36 Unexercised Rights not exercised, it is noted that the controlling shareholder, LIR S.r.l., acted as guarantor, pursuant to the commitments undertaken as part of the offering, and subscribed for the remaining 15 New Shares correspo nding to such rights based on the subscription ratio.
65 On the same date, the Company announced that the share capital increase has been fully subscribed for a total amount of Euro 29,939,821.60 (of which Euro 10,769,720.00 to be allocated to share capital and Euro 19,170,101.60 to share premium) and with the i ssuance of 107,697,200 newly issued GEOX shares, each accompanied by one “Geox 2025 -
2026 Warrant,” for a total of 107,697,200 Warrants.
In accordance with Article 2444 of the Italian Civil Code, the certification of completion of the Rights Issue has been filed with and registered in the Companies' Register of Treviso - Belluno on 30 June 2025, along with the new version of GEOX’s bylaws, updated with the new amount of share capital.
Following the full execution of the Rights Offering, the Company’s share capital amounts to Euro 36,690 thousand and is divided into 366,904,531 Geox ordinary shares with no indication of nominal value.
The current composition of the Company's share capital is shown below, with the previous share capital highlighted
Current Share Capital Previous Share Capital Variation
Euro
No. of shares
Par Value
Euro
No. of shares
Par Value
Euro
No. of shares
Par Value
Ordinary
shares
(regular
dividend
rights:
01/01/2025 -
current coupon
number: 15)
36,690,453.10
366,904,531
With no
expressed
par value
25,920,733.10
259,207,331
With no
expressed
par value
10,769,720.00
107,697,200
-
No. of securities converted/exercised No. of outstanding securities New total nominal value Warrant - 107,697,200 -
Other reserves
This item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Legal reserve 5,184 5,184 -
Share premium reserve 56,307 56,307 -
Translation reserve (5,235) (5,702) 467 Reserve for cash flow hedges 2,439 (1,704) 4,143 Reserve IFRS 2 397 444 (47) Reserve for treasury shares (928) (928) -
Retained earnings (15,207) 1,011 (16,218)
Total 42,957 54,612 (11,655)
The legal reserve amounts to Euro 5,184 thousand. This reserve is not distributable.
The share premium reserve was set up mainly in 2004 as a result of the public offering of shares which increased the share capital by Euro 850 thousand, then this reserve was increased following the exercise of the stock option plans reserved for managemen t. During 2025, this reserve increased by Euro 19,170 thousand following the Capital Increase with Option Rights. Proceeds from the market sale of option rights not exercised in the amount of Euro 70 thousand were also recognized as an increase of the Sha re Premium Reserve, pursuant to art. 2441, paragraph 3 of the Italian
66 Civil Code. The share premium reserve also includes, as a reduction, the costs of the capital increase transaction that meet the requirements of IAS 32, for an amount of Euro 611 thousand.
The reserve for cash flow hedges, positive for Euro 2,439 thousand, originated as a result of valuing the financial instruments defined as cash flow hedges at 3 0 June 2026. Fair value valuation of cash flow hedges is stated net of the tax effect as explained in greater detail in note 36. This reserve is not distributable.
The decrease of IFRS 2 reserve for Euro 4 7 thousand is due to the accounting treatment of the Equity (Stock Grant) & Cash-Based 2025 -2027 Plan.
Reserve for treasury shares, for Euro 928 thousand (unchanged compared to 31 December 202 5), originated during 2019 in execution of a program to purchase treasury shares to service the Stock Grant Plans.
The decrease reported in first half of 2026 in the item Retained earnings mainly refers to the carryforward of the loss recorded in 202 5.
26. Employee benefits
Employee benefits at 3 0 June 2026 amount to Euro 1, 261 thousand as shown below:
Balance at 31 December 2025 1,505
Increase for acquisition 41 Reversal of 0.50% withholding (94) Reversal of 17% flat -rate tax (2) Payments to supplementary pension schemes (479) Advances granted to employees (132) Provision for the period 1,381 Payments to supplementary pension schemes run by INPS net of amounts paid to leavers (969) Change as a result of actuarial calculations 10
Balance at 30 June 2026 1,261
Changes in the item, during the first half of 2026, show a utilization of Euro 479 thousand for payments to supplementary pension funds and one of Euro 969 thousand for net payments to supplementary pension schemes run by INPS. This is because, based on Law 296/06, with effect from 30 June 2007, severance indemnities accruing after 1 January 2007 have to be paid by companies (with more than 50 employees) to a special treasury fund set up by INPS or, if the employee prefers, to a supplementary pension fund that complies with D.Lgs 252/ 05.
Companies book a short -term payable which is then cancelled when the amount is paid over to INPS.
The actuarial valuation is carried out on the basis of the Projected Unit Credit Method in accordance with IAS 19. This method involves measurements that reflect the average present value of the pension obligations that have accrued on the basis of the per iod of service that each employee has worked up to the time that the valuation is carried out, without extrapolating the employee's pay according to the legislative amendments introduced by the recent Pension Reform.
The various stages of the calculation can be summarized as follows:
• for each employee on the books at the date of the valuation, an extrapolation of the severance indemnity already accrued up to the time that it will probably be paid;
• for each employee, a calculation of the expected future payments of severance indemnity by the Company when the employee leaves due to dismissal, resignation, disability, death and retirement, as well as if an advance is
requested;
67 • discounting, to the valuation date, of each expected future payment.
The actuarial model used for the valuation of the provision for severance indemnities is based on various assumptions, some demographic, others economic and financial. The main assumptions used in the model are as follows :
• mortality rates: ISTAT 2022 • disability rates: INPS tables split by age and gender • employee turnover rate: 2.00% • discount rate (index Iboxx Corporate AA con duration 10+): 4.04% • rate of severance indemnities increase: 3.00% • inflation rate: 2.00%
The following table shows the effect that there would be on the obligation for the defined benefit obligation as a result of changes of significant actuarial assumptions at the year -end:
Changes in assumptions
+1% employee turnover rate 13 -1% employee turnover rate (15)
+1/4% inflation rate 18 -1/4% inflation rate (18)
+1/4% discount rate (27) -1/4% discount rate 28
27. Provision for liabilities and charges long term
This item is made up as follows:
Balance
at Dec.
31, 2025 Utilization Provisions Trans.
Diff. Reclassifi -
cation Actuarial
adj Balance
at June
30, 2026
Provision for agents' severance indemnities 2,657 (170) (145) 2 - 168 2,512 Other 1,565 - 70 3 (8) - 1,630
Total 4,222 (170) (75) 5 (8) 168 4,142
The provision for agents’ severance indemnities is provided for on the basis of legislative rules and collective agreements that regulate situations in which agency mandates may be terminated. Provisions represent the best estimate of the amount that the b usiness would have to pay to settle the obligation or transfer it to third parties at the balance sheet date. The cumulative effect of the actuarial valuation carried out in accordance with IAS 37 amounts to Euro 633 thousand.
The item other reflects mainly an estimate of the risks involved in outstanding disputes, as well as the estimated restoration costs.
68 28. Current and non -current financial liabilities
This item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Non current bank loans 60,358 71,070 (10,712) Other loans 62 62 -
Total 60,420 71,132 (10,712)
Non-current financial liabilities amount to Euro 60,420 thousand compared to Euro 71,132 thousand at 31 December 2025 and are all due within 3 years.
Current financial liabilities is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Bank accounts 9,547 7,610 1,937 Current bank loans 29,469 21,441 8,028 Advances against orders 17,200 13,500 3,700 Fair value derivative contracts 472 9,134 (8,662) Other current financial liabilities 650 834 (184)
Total 57,338 52,519 4,819
Current financial liabilities amount to Euro 5 7,338 thousand compared to Euro 5 2,519 thousand at 31 December 202 5.
The item loans includes the portion due within 12 months of medium -to long -term loans.
Regarding the item fair value derivative contracts, refer note 36.
It should be noted that bank loans include:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Non current bank loans 60,358 71,070 (10,712) Current bank loans 29,469 21,441 8,028
Total bank loans 89,827 92,511 (2,684)
69 The terms and conditions of the bank loans are as follows:
Currency Nominal interest rate Year of maturity Nominal value 06-30-2026 Book value 06-30-2026 Nominal value 12-31-2025 Book value
12-31-2025
Secured bank loans Euro Euribor +0,65 -1,40% 2027-2028 70,922 70,163 73,719 72,714 Non secured bank loans Euro Euribor +1,20% 2028 9,771 9,664 9,931 9,797 Non secured bank loans Euro Euribor +2,00% 2026 10,000 10,000 10,000 10,000 Total bank loans 90,693 89,827 93,650 92,511
As of 3 0 June 2026 the Group has seven loan agreements with a total residual nominal value of Euro 9 0,693 thousand maturing within the next 3 years, five of which, amounting to Euro 7 0,922 thousand, assisted by SACE guarantees “Garanzia Italia” and “Supportitalia” on 90% of the amount. These loans are mainly intended to support personnel costs and investments, as well as working capital dynamics for production plants and business activities located in Italy.
Changes in bank loans during the year are shown below:
Balance at
Dec. 31, 2025 Repayments Other movements Balance at June 30, 2026
Non current bank loans 71,070 - (10,712) 60,358 Current bank loans 21,441 (2,958) 10,986 29,469
Total bank loans 92,511 (2,958) 274 89,827
These agreements require compliance with financial covenants (to be calculated before IFRS 16), measured on a semi -
annual basis in June and December, with reference to the Group's consolidated figures . The values vary over the term of the contract and can also be possibly remedied by Equity Cure transactions. It should be noted that as of 3 0 June 2026, these financial parameters have been met.
It should be recalled that, at the end of 2024, the Company and the banks finalized a refinancing plan, which provides in
summary:
• Rescheduling of medium - to long -term loan repayment plans, extending final maturities by 24 months and adjusting repayment schedules with specific banks .
• Equity contribution to the Company , amounting to Euro 30 million at the beginning of 2025 and an additional Euro 30 million in the autumn of 2026 , backed by the commitment undertaken by the controlling shareholder , LIR S.r.l..
The refinancing plan, combined with the capital strengthening ensured by LIR’s contribution makes it possible to cover the Group’s financial needs.
70 The net financial position as defined by the new ESMA Guidelines of 4 March 2021 (Consob Warning notice no. 5/21 to the Consob Communication DEM/6064293 of 28 July 2006) is detailed below:
(Thousands of Euro) June 30, 2026 Dec. 31, 2025 June 30, 2025
A. Cash 18,790 18,302 17,893 B. Cash equivalents - - -
C. Other current financial assets 8,154 3,774 5,603 D. Liquidity (A + B + C) 26,944 22,076 23,496 E. Current financial debt (78,795) (81,902) (81,750) F. Current portion of non -current financial debt (19,469) (11,441) (23,994) G. Current financial indebtedness (E + F) (98,264) (93,343) (105,744) H. Net current financial indebtedness (G + D) (71,320) (71,267) (82,248) I. Non current financial debt (228,879) (248,339) (273,200) J. Debt instruments - - -
K. Non -current trade and other payables (62) (62) (62) L. Non -current financial indebtedness (I + J + K) (228,941) (248,401) (273,262) M. Total financial indebtedness (H + L) (300,261) (319,668) (355,510)
It should be noted that the non -current financial debt is shown net of non -current financial assets.
29. Lease assets and lease liabilities
The item refers to the present value of the payments due for rents following the application of IFRS 16 Accounting Standard.
The item is made as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Non-current lease liabilities - third parties 116,587 123,037 (6,450) Non-current lease liabilities - related parties 51,957 54,259 (2,302) Total non -current lease liabilities 168,544 177,296 (8,752)
Current lease liabilities - third parties 35,359 35,386 (27) Current lease liabilities - related parties 5,567 5,438 129 Total current lease liabilities 40,926 40,824 102 Total lease liabilities 209,470 218,120 (8,650)
Total net lease liabilities 209,470 218,120 (8,650)
Non-current lease liabilities amount to Euro 1 68,544 thousand, of which Euro 106,200 thousand are due within 5 years, and Euro 6 2,344 thousand beyond 5 years.
71
The following table shows the changes lease liabilities during first half of 2026:
Balance at
Dec. 31, 2025 Net increases Transl. Diff. Payments Balance at June 30, 2026
Total Lease liabilities 218,120 13,380 260 (22,290) 209,470
Increases refer to new lease contracts signed during the period, mainly for stores, or renegotiations of existing contracts.
The weighted average of the interest borrowing rate (IBR) of the year is 2. 9%.
30. Other non -current liabilities
This item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Guarantee deposits 357 305 52 Accrued expenses and deferred income 421 502 (81)
Total 778 807 (29)
The guarantee deposits refer to amounts received from third parties to guarantee business lease contracts (for Geox Shops).
31. Trade payables
The item is made as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Accounts payable 115,988 135,313 (19,325) Provision for returns 20,638 23,749 (3,111)
Total 136,626 159,062 (22,436)
Accounts payable at 3 0 June 2026 amount to Euro 1 15,988 thousand, showing a decrease of Euro 19,325 thousand if compared with 31 December 202 5.
All amounts are due within the next 12 months. The terms and conditions of the liabilities listed above are as follows:
• accounts payables were settled, in first half of 2026, in an average period of about 100 days, in line with those observed in 202 5;
• the terms and conditions applied to related parties are the same as those applied to third parties.
72 The book value of accounts payable coincides with their fair value.
The Group also has a reverse factoring agreement under which suppliers can choose to have their invoices advanced by a banking institution, which plays the role of payment agent. Under the agreement, this banking institution pays suppliers the amounts related to the invoices they issued to the Group. The Group will reimburse the banking institution at a later date, corresponding to the original due date of the invoice. The main purpose of the arrangement is to offer suppliers condi tions of earlier payments than the payment date stated on the invoice.
The Group has not derecognized the original trade payables to which the agreement applies because the original liability has not changed as a result of the agreement.
For the Group, in fact, the agreement does not entail a change in payment terms beyond the normal payment terms agreed with other suppliers who do not join, but it does offer the affected suppliers the benefit of early payment.
In addition, the Group does not have to pay additional interest to the banking institution on the amounts due to suppliers.
The amounts under the agreement are classified as current trade payables because the nature and function of the liabilities do not differ from those of other trade payables and are due within the next 12 months.
The table below provides additional information:
Balance at
June 30, 2026 Balance at Dec. 31, 2025
Book value of Trade payables subject to reverse factoring included in Trade payables 33,023 44,808 -of which suppliers who received payments from the banking institution 21,796 38,817
Payment term deadlines
Trade payables subject to reverse factoring (days of grace period from invoice date) 120-150 120-150 Comparable trade payables (days of grace period from invoice date) 90-150 90-150
The book value of the reverse factored trade debts did not show significant non -monetary changes. It should be noted that payments to the banking institution are classified as cash flows arising from operational activities, since they continue to be an integral part of the normal operating cycle of the Company and their main nature is operational, being related to the purchase of finished product.
Changes in the refund liabilities during first half of 2026 are as follows:
Balance at 1 January 23,749
Provisions 16,006
Translation differences 64
Utilizations (19,181)
Balance at 30 June 20,638
The provision for returns has been estimated based on the potential returns and credit notes arising from the trade agreements signed with customers, in particular with franchising ones. The provision is allocated mainly to the last selling season at retailers, thus explaining the dynamics of provisi ons and utilization of the provision .
73 32. Other current liabilities
This item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Social security institutions 2,127 3,612 (1,485) Employees 12,247 15,603 (3,356) Other payables 4,386 5,113 (727) Accrued expenses and deferred income 1,190 924 266
Total 19,950 25,252 (5,302)
The amounts due to social security institutions mainly relate to pension contributions for first half 2026, paid in second half 2026.
The amounts due to employees include payroll, bonuses and accrued vacation not yet taken as of 3 0 June 2026.
Other payables are mainly advances received from customers and the short -term part of the guarantee deposits received from third parties.
33. Provision for liabilities and charges short -term
Provision for liabilities and charges short term, amounting to Euro 2,495 thousand (Euro 3,937 thousand in 202 5) include, mainly, an estimate of the risks involved in outstanding disputes, ta x risks as well as the estimated restoration costs.
Balance at
Dec. 31, 2025 Utilization Provisions Trans.
Diff. Reclassifi -
cation Balance at June 30, 2026
Personnel risk fund 2,049 (2,020) 661 1 - 691 Other provision 1,888 (111) 18 1 8 1,804
Total 3,937 (2,131) 679 2 8 2,495
The provision for personnel risks includes an estimate of ongoing litigation and an estimate of severance to be paid to employees in connection with termination proceedings that had not yet been finalized.
The other provisions item includes an estimate of other ongoing litigation as well as the estimated restoration costs.
74 34. Taxes payable
The item is made up as follows:
Balance at
June 30, 2026 Balance at Dec. 31, 2025 Change
Withholding taxes 1,610 2,924 (1,314) VAT payable and other taxes 2,781 3,063 (282)
Total 4,391 5,987 (1,596)
35. Share based payments
In accordance with IFRS 2, the adoption of a share -based payment plan implies the accounting recognition of a cost equal to the fair value of the options at the grant date. This cost is charged to the income statement over the vesting period, and a specific equity reserve is booked. The fair value of these options has been determined by an independent expert using the binomial method, a t the time they are granted.
The Shareholders' Meeting held on April 17, 2025 approved a medium/long -term incentive plan, the 2025 -2027 Equity (Stock Grant) & Cash -Based Plan (the “Plan”), which provides for the allocation, free of charge, of a maximum of 10,436,654 ordinary shares of the Company (the “Equity Portion”), as well as the payment of a cash component (the “Cash Portion”) for a maximum amount of Euro 855,806 gross in the event of overachievement, to the Chief Executive Officer, Executi ves with Strategic Responsibilities, as well as Executives and Key People of Geox or other companies of the Group. The Plan has a vesting period of 3 years and, consequently, the shares may be allocated starting from the date of approval of the consolidate d financial statements for the year ending 31 December 2027.
The allocation of the Equity Share components to the beneficiaries is subject, in addition to the fulfillment of a permanence condition (remaining in service on the date of approval of 2027 financial statements), to the achievement of a profitability target identified in the cumulative Adjusted EBITDA for the period 2025 -2027, as well as a financial target represented by the value of the Group's Net Financial Position as at 31 December 2027. The payment of the Cash Portion is also subject to the overachieve ment of the cumulative Adjusted EBITDA target. Pursuant to the Plan, the shares to be allocated may be sourced, in accordance with applicable law, from shares purchased on the market and/or held by the Company for other reasons, based on the shareholders' meeting authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 et seq. of the Italian Civil Code. Through the adoption of the Plan, the Company intends to promote and pursue the following objectives: to i nvolve and incentivize beneficiaries whose activities are considered essential to the achievement of the Group's objectives; to promote the loyalty of beneficiaries, encouraging them to remain within the Group; to share and align the interests of beneficia ries with those of the Company and its shareholders in the medium to long term, recognizing the contribution made by management to increasing the value of the Company.
The Board of Directors of Geox S.p.A., which met at the end of the Shareholders' Meeting on 17 April 2025, resolved to implement the medium/long -term incentive plan, the Equity (Stock Grant) & Cash -Based 2025 -2027 Plan, approving the allocation of no. 8,90 0,070 rights in favor of 8 beneficiaries, including the Chief Executive Officer, Strategic Executives and other executives considered key resources of Geox or other Group companies.
The fair value of the Plan was calculated using the binomial method and amounts to a maximum total of Euro 2,826 thousand.
The assumptions underlying the estimate were as follows:
• Fair value per share on the grant date: Euro 0.315143 • Share value on the grant date: Euro 0.315143 • Expected dividend rate: 0.00% • Expected turnover rate: 0.00% • The cash portion was not evaluated because, at the current date, the overachievement threshold is not considered
reasonably achievable
• Stock volatility: 29.55% (based on the three -year historical trend).
75 Based on updated estimates, the fair value of the Plan as of 30 June 2026 amounts to Euro 792 thousand. The impact on the first half of 2026 income statement is positive for Euro 47 thousand and, as of 30 June 2026, 2,514,656 rights assigned to 3 beneficiaries are outstanding.
For further details on information documents relating to the Plans, please refer to the company's website, www.geox.biz, in the 'Governance' section.
36. Risk management: objectives and criteria
Credit risk
Geox Group policy is to insure its trade receivables, thereby minimizing the risk of bad debts due to non -payment and/or significant payment delays on the part of customers. The policy of insuring against credit risk is applied to the main part o f the Geox Group's accounts receivable from third parties.
The maximum risk involved in the Group's financial assets, which include cash and cash equivalents, derivative and other financial assets, is the book value of these assets in the event of counterparty insolvency.
Interest rate risk
Indebtedness to the banking system exposes the Group to the risk of interest rate fluctuations. Floating rate loans, in particular, run the risk of cash flow variations. At 3 0 June 2026 the Group's indebtedness to the banking system amounts to Euro 11 6.6 million and is mainly floating rate.
The Group, in the past, decided to put in place specific policies to hedge against the risk of changes in interest rates on medium/long -term loans which, as of 3 0 June 2026, are almost all past due .
In terms of sensitivity analysis, we would emphasize that a positive (negative) variation of 50 b.p. in the level of interest rates applicable to short -term variable -rate financial liabilities that are not hedged would have resulted in a higher (lower) annual financial burden, gross of tax, of approximately Euro 6 45 thousand .
Exchange risk
The Geox Group also carries on its activity in countries outside the Euro -zone, which means that exchange rate fluctuations are an important factor to be taken into consideration.
The principal exchange rates to which the Group is exposed are the following:
• EUR/USD, in relation to purchases of finished product in U.S. dollars, made by Geox S.p.A., typically in the Far East, where the U.S. dollar is the reference currency for trade;
• EUR/GBP, EUR/CHF in relation to sales in the British and Swiss territories.
The Group initially calculates the amount of exchange risk, from trading transactions forecast for the coming 12 months, that is involved in the budget for the coming period. It then gradually hedges this risk during the process of order acquisition to the extent that the orders match the forecasts. These hedges take the form of specific forward contracts and options for the purchase and sale of the foreign currency. Group policy is not to arrange derivative transactions for speculative purposes.
With regard to the Russian market, where transactions between the parent Geox S.p.A. and the Russian subsidiary are exposed, it should be noted that starting from the second half of 2022, in particular from the Fall/Winter 22 sales season, trade relations of sales of finished products were settled in EUR currency, as a result of the impossibility of hedging transactions on RUB currency. So, to date, the transactional exchange risk between EUR and ruble for the Group is mainly present in the balance sheet of the Russian company that purchases finished product in EUR currency.
76 The management believes that the risk management policies adopted by the Geox Group are appropriate.
Group companies may find themselves with trade receivables or payables denominated in currencies other than the functional currency of the entity holding them. In addition, companies may incur debt or use funds in currencies other than the functional curre ncy. Changes in exchange rates may result in exchange gains or losses arising from these situations. It is the Group’s policy to hedge fully, whenever possible, the exposure resulting from receivables, payables and securities denominated in foreign currenc ies different than the functional currency.
Some of the Group’s subsidiaries are in countries that are not members of the European monetary union. As the Group’s reference currency is the Euro, the income statements of those entities are translated into Euro using the average exchange rate for the period, and while revenues and margins are unchanged in local currency, changes in exchange rates may le ad to effects on the converted balances in Euro.
The assets and liabilities of consolidated companies whose functional currency is different than the Euro may acquire converted values in Euro which differ based on the fluctuation in exchange rates. The effects of these changes are recognized directly in the translation reserve, included in other comprehensive income.
There have been no substantial changes in first half of 2026 in the nature or structure of exposure to currency risk or in the Group’s hedging policies.
The Group's financial statements could be materially affected by fluctuations in the exchange rates, mainly referred to the US dollar and Ruble.
The impact on the Group’s result at 3 0 June 2026 resulting from a hypothetical, unfavorable and instantaneous change of 10% in the exchange rates of the leading foreign currencies with the Euro would have been approximately Euro 1. 0 million, while in case of a favorable change of 10% in exchange rates the impact would have been approximately Euro 0.8 million, almost all of which relating to RUB.
Receivables, payables and future trade flows whose hedging transactions have been analyzed were not considered in this analysis. It is reasonable to assume that changes in exchange rates will produce the opposite effect, of an equal or greater amount, on t he underlying transactions that have been hedged.
Liquidity risk
The sector in which the Group operates is very seasonal in nature. The year can be split into two collections (Spring/Summer and Fall/Winter), which basically coincide with the first and second half. On the one hand, purchases and production are concentrat ed in the three months prior to the half -year in question, leading to an increase in inventory and, subsequently, the absorption of cash. On the other hand the wholesale and franchising sales are concentrated in the first three months of the half -year in q uestion, transforming inventory into receivables. The same period sees the completion of payment of accounts payable. As described in note 31, the Group enters into a reverse factoring agreement with the aim of offering interested suppliers conditions of p ayments that are earlier than the payment date stated on the invoice.
This arrangement does not imply for the Group a change in payment terms beyond the normal payment terms agreed with other suppliers who do not enter into the agreement. In fact, the te rms of payment of invoices for suppliers who adhere to the agreement is in line with the ordinary deadlines defined with other finished product suppliers (note 31). Receipts from customers and end consumers, on the other hand, are collected before the end of the half -year in question.
These situations bring about very strong seasonal trends, also in the Group's financial cycle, which leads to peaks of absorption of financial resources from January to April and from July to October.
The Group manages liquidity risk by maintaining tight control over the various components of working capital, especially inventory and accounts receivable. The Group's credit risk hedging policies guarantee short -term collection of all accounts receivable, even those from customers in financial difficulty, eliminating almost entirely the risk of insolvency. In addition, the finished products left in stores at the end of the season are then disposed of in a planned way in the outlets owned by the Group and t hrough promotional sales to third parties.
The Group is exposed to the risk of not being able to achieve cash flows and income margins that are adequate and time -
consistent with respect to cash outflows and debt -related costs, also in light of covenants in financial contracts involving limitations on the use of financial resources.
As of 3 0 June 2026, the Group's net financial position was Euro 3 00.3 million, (Euro 3 19.7 million as of 31 December 202 5) of which the non -current portion of the Group's debt was Euro 2 28.9 million (Euro 248.4 million as of 31 December 202 5).
The Group's net financial position excluding IFRS 16 impact as of 3 0 June 2026 was Euro 90,8 million (of which the non -
current portion was Euro 60.4 million), and Euro 101.5 million as of 31 December 202 5 (of which the non -current portion
77 was Euro 71.1 million).
As of the date of these financial statements, there is a risk that, should the financial covenants (linked to the Group’s economic performance and debt levels) set forth in the loan agreements not be met on the verification dates, this would entail, in the absence of a waiver from the banks, the consequent obligation to early repay the debt related to these loans.
Should these loans be withdrawn in whole or in part as a result of the Group's failure to meet its commitments, the Group itself would be forced to find alternative forms of financing in order to meet its financial needs. In such assumptions, the Group cou ld face difficulties in finding new sources of financing on the banking and/or financial market in a timely manner, also in light of the current supply of credit by the credit/financial system and the macroeconomic environment, or it could obtain them on m ore onerous terms and conditions than those of the previous loan agreements, with consequent negative effects on the sustainability of the Group's financial debt, as well as on its economic, equity and financial situation.
In view of the financial forecasts based on the actual results of the first half of 2026 and on the 2026 Budget, the Directors believe that the Group is able to meet its payment commitments.
The contractual maturities of financial liabilities (notes 28 and 29) at the end of the period are shown in the following tab le:
Within 12
months 1-2 years 2-5 years Beyond 5 years Balance at June 30, 2026
Secured bank loans 18,082 44,821 7,260 - 70,163 Non secured bank loans 11,387 2,520 5,757 - 19,664 Other loans - - 62 - 62 Bank accounts 9,547 - - - 9,547 Advances against orders 17,200 - - - 17,200 Fair value derivative contracts 472 - - - 472 Other financial liabilities 650 - - - 650 Lease liabilities 40,926 33,148 73,052 62,344 209,470
Total financial liabilities 98,264 80,489 86,131 62,344 327,228
The contractual maturities of the trade debts (note 31), at the end of the financial year, are set out in the following table :
Within 12
months 1-2 years 2-5 years Beyond 5 years Balance at June 30, 2026
Trade payables 136,626 - - - 136,626
Total trade payables 136,626 - - - 136,626
78 Fair value and related hierarchy
As at 3 0 June 2026 financial instruments are as follows:
Notional
value
06-30-2026 Positive Fair
value on
06-30-2026
Negative Fair
value on
06-30-2026 Notional value 12-31-2025 Positive Fair
value on
12-31-25 Negative Fair
value on
12-31-25
FX Forward buy agreements to hedge exch. rate risk 18,172 302 (17) 26,524 120 (108) FX Forward sell agreements to hedge exch. rate risk 29,556 92 (455) 34,108 20 (111) FX Currency Option agreem. to hedge exch. rate risk 236,967 4,588 - 195,745 - (8,914) Target Forward FX Trans. To hedge exch. rate risk - - - 1,500 - (2)
Total 284,695 4,982 (472) 257,877 140 (9,135)
In relation to financial instruments recognized in the statement of financial position, IFRS 13 establishes a hierarchy that classifies the inputs of valuation techniques adopted to measure fair value into levels. The levels provided, set out in hierarchical order, are as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date;
• Level 2: these are variables other than quoted prices included in Level 1 that are directly or indirectly observable for assets or liabilities;
• Level 3: are unobservable variables for assets or liabilities.
It should be noted that all the financial assets and liabilities measured at fair value at 3 0 June 2026 are classified on Level 2. In first half of 2026 there were no transfers from Level 1 to Level 2 or to Level 3 or vice versa.
The Group holds the following derivatives to cover exchange rate fluctuations at 3 0 June 2026:
• FX forward exchange agreements to hedge future purchases and sales of foreign currency;
• FX Currency Option agreements for future purchases and sales of foreign currency.
These agreements hedge future purchases and sales planned for the upcoming seasons.
The fair value measurement of the derivatives being analyzed was carried out by means of independent valuation models on the basis of the following market data posted on 3 0 June 2026:
• Short -term interest rates on the currencies in question as quoted on www.euribor.org and www.bba.org.uk;
• The spot exchange rates taken directly from the European Central Bank's website and the relative volatility posted by Bloomberg.
79 Risks related to climate change
Geox Group monitors changes in the external environment - which it considers a key factor in shaping its strategic direction - in order to:
• identify and assess potential emerging risks, primarily of an environmental nature • proactively manage these impacts wherever possible • seize any related opportunities, and • comply with constantly evolving legal and regulatory requirements.
Geox Group closely monitors issues that are directly and/or indirectly related to so -called “climate change,” which are also currently the subject of increasing attention by legislators and regulatory authorities in the countries where the Group operates, in line with its value chain, with reference, by way of example and without limitation, to the marketing and distribution of products as well as their production activities.
As reported in the Sustainability Report included in the 2025 Annual Report, the Geox Group is constantly and progressively gaining a deeper understanding of the impacts, risks, and opportunities associated with the sustainability issues it considers mater ial, through the updating of its Double Materiality Analysis.
Furthermore, during the 2025, the Group - through the analysis of climate scenarios - guided and consolidated its short -
medium - and long -term assessment of so -called “Physical Risks” and “Transition Risks.”
With specific reference to Climate Change, the results of these processes have made it possible to identify:
• physical risks related to endogenous and/or exogenous events and, as such, uncontrollable (e.g., natural disasters) that could potentially jeopardize business continuity;
• transition risks related, on the one hand, to potential regulatory non -compliance regarding obligations to monitor and/or report emissions and, on the other hand, to uncontrollable exogenous climate -related events (e.g., sustainable innovation) that could potentially prevent the achievement of specific objectives.
With regard to the aforementioned risks, Geox Group has established mitigation measures through specific initiatives as well as insurance policies to cover the loss of integrity of company assets.
For further details, please refer to the sections “E1 -SBM-3 Significant impacts, risks, and opportunities and their interaction with the strategy and business model” and “IRO -1 Description of the process for identifying and assessing significant climate -related impacts, risks, and opportunities” in the “Sustainability Reporting” section of the 2025 Annual Report.
With regard to the risks and opportunities outlined above, Geox Group confirms that the primary current financial impact is as previously reported in section “2. Accounting Principles and Evaluation methods – Inventories - provision for obsolete and slow -moving inventory” and in Note 20 “Inventories” of the 2025 Annual Report.
Finally, the Group always pays the utmost and increasing attention:
• to its own activities and the activities of third parties that collaborate with the Group itself that could be characterized by a potential social, ethical and environmental risk profile;
• the behavior of its stakeholders (e.g. consumers, employees) and the increasing attention they pay to the above
issues;
• the impact that products may have with reference to ethical, environmental, social aspects, etc;
• the aforementioned evolutions, including those of a legislative and regulatory nature, adapting and/or implementing - constantly and promptly - mitigation factors.
Material climate -related impacts and risks have been taken into account, where relevant, in the cash flow projections used for the impairment test, in the estimates of the net realizable value of inventory, and in the assessment of the recoverability of de ferred tax assets.
80 37. Related -party transactions
Pursuant to IAS 24, the Group's related parties are companies and people who are able to exercise control or significant influence and associated companies. Finally, are considered related parties the members of the Board of Directors, the Statutory Auditors and Executive s with strategic roles of the Group and their families.
The Regulation governing related party transactions is available on the website www.geox.biz Governance section.
The Group has dealings with the ultimate parent company (LIR S.r.l.), with affiliated companies (mainly Diadora S.p.A. for the portion related to revenues on royalties and Domicapital S.r.l. for the portion related to leases on capital properties) and other related parties. Commercial relations with these parties are based on the utmost transparency and on market terms and conditions. The economic transactions held with related parties are summarized in the following tables:
I half 2026 Parent
company Affiliated
company Other related parties Total of which related parties Effect on
Total (%)
Sales 270,355 - 82 17 99 0.0% Cost of sales (128,217) - - (31) (31) 0.0% Advertising and promotion costs (10,139) (64) - - (64) 0.6% General and administrative expenses (115,954) (17) (38) (81) (136) 0.1% Other revenues 1,574 15 1 - 16 1.0% Financial expenses (7,552) (33) (657) - (690) 9.1%
I half 2025 Parent
company Affiliated
company Other related parties Total of which related parties Effect on
Total (%)
Sales 305,295 - 259 - 259 0.1% Cost of sales (149,008) - 4 - 4 (0.0%) Advertising and promotion costs (11,373) (82) - - (82) 0.7% General and administrative expenses (131,484) (2) (27) (8) (37) 0.0% Other revenues 2,052 24 24 - 48 2.3% Financial expenses (8,094) (39) (706) - (745) 9.2%
81
Sales
I half 2026 Cost of
sales
I half 2026 Advertising and
promotion
costs
I half 2026 General and
administrative
expenses
I half 2026 Other
revenues
I half 2026 Financial
expenses
I half 2026
Lir S.r.l. - - (64) (17) 15 (33)
Total Parent company - - (64) (17) 15 (33)
Domicapital S.r.l. - - - (7) 1 (657) Diadora S.p.A. 82 - - (17) - -
Ca' D'Oro 3 S.r.l. - - - (14) - -
Total Affiliated company 82 - - (38) 1 (657)
Other related parties 17 (31) - (81) - -
Total Other related parties 17 (31) - (81) - -
Total of which related parties 99 (31) (64) (136) 16 (690)
Sales
I half 2025 Cost of
sales
I half 2025 Advertising and
promotion
I half 2025 General and
administrative
expenses
I half 2025 Other
revenues
I half 2025 Financial
expenses
I half 2025
Lir S.r.l. - - (82) (2) 24 (39)
Total Parent company - - (82) (2) 24 (39)
Domicapital S.r.l. - - - (7) 24 (706) Diadora S.p.A. 259 4 - (16) - -
Ca' D'Oro 3 S.r.l. - - - (4) - -
Total Affiliated company 259 4 - (27) 24 (706)
Other related parties - - - (8) - -
Total Other related parties - - - (8) - -
Total of which related parties 259 4 (82) (37) 48 (745)
82 The main effects on financial statement of the transactions with these parties at 3 0 June 2026 and at 31 December 20 25 are summarized below:
Balance at
June 30, 2026 Parent
company Affiliated
company Other related parties Total of which related parties Effect on
Total (%)
Accounts receivable 67,833 9 82 3 94 0.1% Other current assets 10,286 - - 9 9 0.1% Non-current lease liabilities 168,544 1,323 50,634 - 51,957 30.8% Accounts payable 136,626 43 31 26 100 0.1% Other current liabilities 19,950 18 24 - 42 0.2% Current lease liabilities 40,926 333 5,234 - 5,567 13.6%
Balance at
Dec. 31, 2025 Parent
company Affiliated
company Other related parties Total of which related parties Effect on
Total (%)
Accounts receivable 69,011 9 234 - 243 0.4% Other current assets 9,699 1 - - 1 0.0% Non-current lease liabilities 177,296 1,491 52,768 - 54,259 30.6% Accounts payable 159,062 51 7 11 69 0.0% Other current liabilities 25,252 - 26 - 26 0.1% Current lease liabilities 40,824 326 5,112 - 5,438 13.3%
83
Accounts
receivables
06-30-2026 Other
current
assets
06-30-2026 Non-current
lease
liabilities
06-30-2026 Accounts
payables
06-30-2026 Other current
liabilities
06-30-2026 Current
lease
liabilities
06-30-2026
Lir S.r.l. 9 - 1,323 43 18 333
Total Parent company 9 - 1,323 43 18 333
Domicapital S.r.l. - - 50,634 - 24 5,234 Diadora S.p.A. 82 - - 18 - -
Ca' D'Oro 3 S.r.l. - - - 13 - -
Total Affiliated companies 82 - 50,634 31 24 5,234
Other related parties 3 9 - 26 - -
Total Other related parties 3 9 - 26 - -
Total related parties 94 9 51,957 100 42 5,567
Accounts
receivables
2025 Other
current
assets
2025 Non-current
lease
liabilities
2025 Accounts
payables
2025 Other current
liabilities
2025 Current
lease
liabilities
2025
Lir S.r.l. 9 1 1,491 51 - 326
Total Parent company 9 1 1,491 51 - 326
Domicapital S.r.l. - - 52,768 1 26 5,112 Diadora S.p.A. 234 - - 6 - -
Ca' D'Oro 3 S.r.l. - - - - - -
Total Affiliated companies 234 - 52,768 7 26 5,112
Other related parties - - - 11 - -
Total Other related parties - - - 11 - -
Total related parties 243 1 54,259 69 26 5,438
84 38. Commitments and contingent liabilities
The future rental payments under lease contracts, excluded from the application of IFRS 16, as of 3 0 June 2026 are as
follows:
06-30-2026
Within 1 year 6,453 Within 1 -5 years 12,926 Beyond 5 years 5,490
Total 24,869
The Group has decided not to recognize right -of-use assets and lease liabilities related to low -value assets and short -term leases. The Group recognizes the related lease payments as an expense over the lease term.
39. Atypical and/or unusual transactions
It should be noted that, during first half of 2026, the Group had no positions or transactions arising from atypical and/or unusual transactions.
40. Significant subsequent events after 30 June 2026
No significant events occurred after 30 June 2026.
***
Biadene di Montebelluna , 29 July 2026
For the Board of Directors
The Chairman
Mr. Mario Moretti Polegato
85
ATTACHMENTS
86
Attachment 1
Biadene di Montebelluna , 29 July 2026
ATTESTATION
OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ART. 154 -BIS OF
LEGISLATIVE DECREE NO. 58/98
The undersigned Francesco Di Giovanni, Chief Executive Officer of Geox S.p.A. and A ndrea Maldi, Financial Reporting Manager of Geox S.p.A., attest, bearing in mind the provisions of art. 154 -bis, paras. 3 and 4 of Legislative Decree 58 of February 24, 1998:
• the adequacy in relation to the characteristics of the enterprise and
• the effective application
of the administrative and accounting procedures for preparing the consolidated financial statements during first half of 2026.
They also confirm that the consolidated financial statements:
a) agree with the books of account and accounting entries;
b) are prepared in accordance with the International Financial Reporting Standards adopted by the European Union, as well as the provisions issued to implement art. 9 of Legislative Decree 38/2005 and to the best of their knowledge, they are able to give a true and fair view of the assets and liabilities, results and financial position of the Issuer and of the other enterprises included in the consolidation;
c) provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company in the first half of 2026;
d) Director’s report includes a reliable operating and financial review of the Company as well as a description of the main risks and uncertainties to which it is exposed.
_________________________ ____________________________
Francesco Di Giovanni Andrea Maldi CEO Financial Reporting Manager
87
Company’s data and information for Shareholders
Registered office
Geox S.p.A. – Joint Stock Company Via Feltrina Centro, 16 31044 Biadene di Montebelluna (TV) - Italy
Legal data
Via Feltrina Centro, 16 31044 Biadene di Montebelluna (TV) - Italy Share Capital: Euro 36,690,453.10 fully paid Economic and Administrative Database no 265360 Treviso -Belluno Commercial Register and Taxpayer’s Code 03348440268
Investor Relations
investor.relations@geox.com
tel. +39 0423 282840
Documents for Shareholders
www.geox.biz
(Sezione Investor Relations)