FERRETTI S.P.A. (incorporated under the laws of Italy as a joint-stock compa ny with limited liability) HKEX code: 9638 | Euronext code: YACHT.MI΅˾ : 9638 | Euronext ˾ : YACHT.MIʮ̡
INTERIM REPORT 2026 FERRETTI S.P.A. | 1CONTENTS
Corporate Information 2 Financial Summary 4 Chairman’s Statement 6 Management Discussion and Analysis 8 Corporate Governance and Other Information 27 Independent Auditor’s Review Report 33 Interim Condensed Consolidated Financial Statements (English translation for the convenience of international readers)34 Notes to the Interim Condensed Consolidated Financial Statements 40 Statement on the Interim Condensed Consolidated Financial Statements as at June 30, 2026 pursuant to Art. 154-BIS, Paragraph 5, of Legislative Decree No. 58/98 as amended and supplemented97
Definitions 98
Corporate Information2 | FERRETTI S.P.A. INTERIM REPORT 2026
EXECUTIVE DIRECTORS
Mr. Tan Ning ( ᗈྐྵ) (Chairman) (appointed as a Director and the Chairman on May 14, 2026, and designated as an executive Director on May 15, 2026) Mr. Stassi Anastassov (Chief Executive Officer) (appointed as a Director on May 14, 2026, and designated as an executive Director and appointed as the Chief Executive Officer on May 15, 2026) Mr. Alberto Galassi (Chief Executive Officer) (retired on May 14, 2026)
NON-EXECUTIVE DIRECTORS
Ms. Zhang Xiaomei ( ੵወૠ ) (appointed as a Director on May 14, 2026, and designated as a non-executive Director on May 15, 2026) Mr. Jin Zhao (১) (appointed as a Director on May 14, 2026, and designated as a non-executive Director on May
15, 2026)
Ms. Katarína Kohlmayer (appointed as a Director on May 14, 2026, and designated as a non-executive Director on May 15, 2026) Mr. Hao Qinggui ( ৠᅅ൮ ) (Chairman) (retired on May 14, 2026) Mr. Piero Ferrari (Honorary Chairman) (resigned on May 14, 2026) Ms. Jiang Lan (Lansi) ( ᇸళ) (retired on May 14, 2026)
INDEPENDENT NON-EXECUTIVE
DIRECTORS
Mr. Patrick Sun (ശ ) (appointed as a Director on May 14, 2026, designated as an independent non-executive Director on May 15, 2026, and appointed as the lead independent Director and the lead independent non-executive Director on May 19, 2026) Ms. Federica Marchionni (appointed as a Director on May 14, 2026, and designated as an independent non-executive Director on May 15, 2026) Ms. Zhu Yi (ۯ ) (appointed as a Director on May 14, 2026, and designated as an independent non-executive Director on May 15, 2026) Ms. Donatella Sciuto (appointed as a Director on May 14, 2026, and designated as an independent non-executive Director on May 15, 2026) Mr. Stefano Domenicali (resigned on May 14, 2026)AUDIT COMMITTEE Mr. Patrick Sun (ശ ) (Chairman) Ms. Zhu Yi (ۯ) Ms. Donatella Sciuto
REMUNERATION COMMITTEE
Ms. Zhu Yi (ۯ )Chairwoman) Mr. Patrick Sun (ശ ) Ms. Federica Marchionni Ms. Donatella Sciuto Ms. Zhang Xiaomei ( ੵወૠ )
NOMINATION COMMITTEE
Mr. Tan Ning ( ᗈྐྵ) (Chairman) Mr. Stassi Anastassov Mr. Patrick Sun (ശ ) Ms. Zhu Yi (ۯ) Ms. Federica Marchionni
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE COMMITTEE
Ms. Federica Marchionni (Chairwoman) Mr. Stassi Anastassov Ms. Zhu Yi (ۯ) Ms. Zhang Xiaomei ( ੵወૠ ) Ms. Katarína Kohlmayer
STRATEGIC COMMITTEE
Mr. Tan Ning ( ᗈྐྵ) (Chairman) Mr. Stassi Anastassov Mr. Patrick Sun (ശ ) Ms. Federica Marchionni Ms. Donatella Sciuto Mr. Jin Zhao (১) Ms. Katarína Kohlmayer
BOARD OF STATUTORY AUDITORS
Ms. Claudia Costanza (Chairwoman) Mr. Luigi Capitani Mr. Luca Nicodemi Ms. Federica Marone (Alternate auditor) Mr. Luigi Fontana (Alternate auditor)
JOINT COMPANY SECRETARIES
Ms. Zhang Xiaomei ( ੵወૠ ) Ms. Wong Hoi Ting (ACG, HKACG)
Corporate InformationINTERIM REPORT 2026 FERRETTI S.P.A. | 3
SECRETARY OF THE BOARD
Ms. Zhang Xiaomei ( ੵወૠ )
AUTHORIZED REPRESENTATIVES
Mr. Stassi Anastassov (appointed on May 15, 2026) Ms. Wong Hoi Ting Mr. Alberto Galassi (retired on May 14, 2026)
REGISTERED OFFICE AND
HEADQUARTER OFFICE
Via Irma Bandiera 62 47841 Cattolica (RN)
Italy
PRINCIPAL PLACE OF BUSINESS
IN HONG KONG
31/F, Tower Two, Times Square 1 Matheson Street
Causeway Bay
Hong Kong
AUDITOR
EY S.p.A.
Independent Auditor registered in the Register Held by MEF (Italian Ministry of Economy and Finance) and Recognized PIE Auditor under the Financial Reporting Council Ordinance (Cap. 588) Via Meravigli, 12
20123 Milan
Italy
EXECUTIVE RESPONSIBLE FOR THE
CORPORATE FINANCIAL AND ESG
DOCUMENTS
Mr. Marco Zammarchi
HONG KONG LEGAL ADVISER
King & Wood 13th Floor Gloucester Tower
The Landmark
15 Queen’s Road Central
Central
Hong KongITALY LEGAL ADVISER
Studio Legale Pedersoli Gattai via Monte di Pietà, 15, 20121
Milan, Italy
HONG KONG BRANCH SHARE
REGISTRAR AND TRANSFER OFFICE
Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
WEBSITE
www.ferrettigroup.com
STOCK CODES
EXM: YACHT.MI
HKEX: 9638
Financial Summary4 | FERRETTI S.P.A. INTERIM REPORT 2026 A summary of the results and the assets, liabilities and non-controlling interests of the Company for the Reporting Period is set out below:
RESULTS
Six months ended June 30, Percentage
increase/
decrease2026 2025
(in thousands Euro) (unaudited) (unaudited) Net revenue 604,233 638,269 (5.3)% Profit before tax 54,472 63,350 (14.0)% Income tax (16,606) (19,780) (16.0)% Profit for the period 37,866 43,569 (13.1)%
ASSETS AND LIABILITIES
As at
June 30,As at December 31, Percentage
increase/
decrease2026 2025
(in thousands Euro) (unaudited) (audited) Total Assets 1,663,291 1,719,839 (3.3)% Total Liabilities (721,439) (780,911) (7.6)% Equity attributable to shareholders of the Company 941,852 938,928 0.3%
KEY FINANCIAL RATIOS
As at
June 30,As at December 31, Percentage
increase/
decrease2026 2025
(unaudited) (audited)
Profitability Ratios
Return on equity(1) 8.1% 9.8% (18.0)% Return on total assets(2) 4.5% 5.3% (16.0)%
Liquidity Ratios
Current ratio(3) 1.3 1.3 2.4% Quick ratio(4) 0.6 0.7 (9.4)% Capital Adequacy Ratio Gearing ratio(5) 3.2% 5.7% (44.9)%
Financial SummaryINTERIM REPORT 2026 FERRETTI S.P.A. | 5
Notes:
(1) Return on equity is calculated based on profit attributable to Shareholders for the period divided by the arithmetic mean of the opening and closing balances of equity attributable to Shareholders and multiplied by 100%.
(2) Return on total assets is calculated based on profit for the period divided by the arithmetic mean of the opening and closing balances of total assets and multiplied by 100%.
(3) Current ratio is calculated based on total current assets divided by total current liabilities.
(4) Quick ratio is calculated based on total current assets less inventories divided by total current liabilities.
(5) Gearing ratio is calculated based on total indebtedness divided by total equity and multiplied by 100%.
Chairman’s Statement6 | FERRETTI S.P.A. INTERIM REPORT 2026
LETTER FROM THE CHAIRMAN
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the interim results of the Group for the Reporting Period.
The first half of 2026 was marked by heightened geopolitical uncertainty, including escalating tensions in the Middle East, and a more cautious global economic environment. Demand from ultra-high-net-worth individuals remained resilient, in contrast to the trends affecting the aspirational luxury segment. Nevertheless, uncertainty contributed to longer negotiation and decision-making cycles, a more selective order conversion environment, and the postponement of certain orders for larger yachts, particularly in the MEA region.
During the Reporting Period, net revenue from new yachts and adjusted EBITDA were lower year-on-year, at €585.6 million and €92.5 million respectively. The adjusted EBITDA margin nevertheless remained resilient at 15.8%, while the Group ended the Reporting Period with a net cash position of €95.0 million. This profitability resilience reflects the quality of the Group’s product mix and continued operating discipline, while its solid balance sheet preserves meaningful financial flexibility.
The Group’s portfolio of internationally recognized brands, distinctive design capabilities, advanced technology and exceptional craftsmanship remains at the heart of its competitive position. During the Reporting Period, the Group continued to invest in research and development and in the renewal of its product portfolio across both composite and made-to-measure yachts. The made-to-measure and flagship super yacht segments remain important pillars of the Group’s long-term strategy and continue to benefit from customer interest and a meaningful pipeline of projects.
The Group’s services, including brokerage, chartering and management, after-sales and refitting, continue to complement the core yacht manufacturing business and strengthen relationships with owners. The Group has also continued to advance its sustainability priorities through responsible product innovation and the further development of its governance and reporting frameworks.
Sustainability also remains an integral part of our vision for the future. During the Reporting Period, we continued to advance our ESG initiatives by promoting innovation, enhancing our governance and reporting frameworks, and developing increasingly responsible yachting solutions. We remain committed to creating long-term value for all stakeholders while contributing to the sustainable evolution of our industry.
Looking ahead, short-term visibility remains affected by geopolitical developments, macroeconomic uncertainty and longer customer decision-making cycles. The recent moderation in order intake requires careful attention to commercial conversion and regional demand trends. At the same time, the Group enters the second half of the year with strong brands, a broad product offering, recognized innovation capabilities, an established project pipeline and a solid financial position.
Chairman’s StatementINTERIM REPORT 2026 FERRETTI S.P.A. | 7 This is the first interim report issued following the appointment of the current Board of Directors. Since taking office, the Board has focused on the Group’s long-term strategic direction, sound governance and sustainable value creation. The Board will continue to provide effective oversight and support management in the disciplined execution of the Group’s strategy, within a clear framework of accountability.
We remain confident in the long-term fundamentals of the luxury yachting market and in the Group’s competitive strengths. As the Group enters this new phase, however, confidence must be accompanied by disciplined execution and a realistic assessment of market conditions. The Board’s focus will remain on the quality and sustainability of growth, rather than short-term volume, and on ensuring that the Group’s financial and operational resources are deployed with discipline.
On behalf of the Board, I would like to thank our Shareholders for their continued trust and support. I also wish to thank our customers and business partners and, above all, our employees, whose professionalism, commitment and passion remain central to the Group’s success.
We approach the future with confidence, discipline and a clear commitment to creating long-term value for all our stakeholders.
Mr. Tan Ning Chairman and executive Director Milan, July 31, 2026
Management Discussion and Analysis8 | FERRETTI S.P.A. INTERIM REPORT 2026
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The Group is an established leader in the global luxury yacht industry with a portfolio of iconic brands of long heritage and outstanding high-end manufacturing capabilities. As one of the oldest Italian luxury yacht producers, it has been playing an important role in steering the development of the global luxury yacht industry by acquiring and integrating other leading yacht brands and production facilities since the establishment of the business in 1968. Its seven brands — Riva, Wally, Ferretti Yachts, Pershing, Itama, CRN and Custom Line — are globally recognized as symbols of luxury, exclusivity, Italian design, quality, craftsmanship, innovation and performance. The Group designs, produces and sells luxury composite yachts, made-to-measure yachts and super yachts from 8 to 95 meters, offering the full spectrum of functionalities and an increasing range of ancillary services, catering to the personalized tastes and requirements of its clientele. With its market leadership, rich history and iconic brand portfolio, the Group is positioned as the trend-setter of the global luxury yachting industry and the ambassador of Italian nautical excellence to the world.
In the Reporting Period, the Group continued to operate in a market environment marked by ongoing geopolitical and macroeconomic uncertainty. Against this backdrop, the Company maintained a solid financial profile, supported by a strong balance sheet, adequate liquidity and significant financial flexibility and a substantial order backlog, which continued to provide good visibility on future business activity.
For the Relevant Period, the Group recorded net revenue of new yachts of €585.6 million, representing a 5.6% decrease from €620.4 million for the six months ended June 30, 2025, and the Group’s adjusted EBITDA was €92.5 million with a margin of 15.8% on revenue of new yachts, demonstrating solid profitability resilience despite a 20-basis-point decline when compared with the six months ended June 30, 2025, which was €99.1 million with a margin equal to 16.0%. The net profit remained robust at €37.9 million for the Relevant Period (€43.6 million for the six months ended June 30, 2025).
The Group upheld an innovation-driven approach to maintain its market-leading position in its core business, placing great emphasis on research and development. Leveraging the substantial investments in research and development, the Group has been continuously renewing and broadening its product portfolio with technological and design innovation, allowing it to stay abreast of the rapidly evolving preferences and expectations of its clientele.
The launch of new models for composite and made-to-measure yachts, together with a growing interest in super yachts, allowed the Group to attract new customers while also continuing to nurture the interest of the Group’s loyal clients.
The Group’s other businesses provide synergy with its yacht manufacturing business with a comprehensive portfolio, including: (i) yacht brokerage, chartering and management services; (ii) after-sales and refitting services; (iii) brand extension activities (including exclusive lounges all-over-the-world); (iv) manufacturing and installation of wooden furnishings and kinetics for nautical interiors; (v) manufacturing and sale of coastal patrol vessel by the FSD; and (vi) manufacturing and sale of Wally sailing yachts. With such businesses, the Group is able to cover all customers’ needs throughout the whole yachting “customer journey”, from the purchase of luxury yachts to a complete offer of ancillary services to enhance customer satisfaction and loyalty, while providing it with real-time information about market trends and customer preferences.
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 9
SIGNIFICANT EVENTS IN THE FIRST HALF YEAR OF 2026
In January, February, and March 2026, the Group participated in the major international boat shows in Düsseldorf, Miami, Palm Beach and Venice.
On January 19, 2026, KKCG Maritime announced its intention to launch a conditional voluntary partial tender offer to acquire up to 52,132,861 Shares, representing 15.4% of the Company’s share capital (the “Offer”).
On January 29, 2026, KKCG Maritime announced that it had filed the offer document (the “Offer Document”) with Consob and the Executive Director of the Corporate Finance Division of the SFC (the “Executive”).
On January 30, 2026, the Company’s Board of Directors, in compliance with the provisions of the Hong Kong Takeovers Code, established an “Independent Board Committee” composed entirely of the Company’s then non-executive Directors and independent non-executive Directors.
On February 27, 2026, KKCG Maritime announced that it obtained, on February 25, 2026, the clearance of the Offer Document from Consob and, on February 27, 2026, confirmation from the Executive that it had no further comments on the Offer Document.
On March 2, 2026, KKCG Maritime made available to the public the Offer Document approved by the authorities and the acceptance form for the Offer.
On March 12, 2026, the then Board of Directors of the Company approved (by majority, with the then Directors Piero Ferrari, Alberto Galassi and Stefano Domenicali abstaining) the issuer’s statement in relation to the Offer Document (the “Response Document”), which has been made available to the public on the Company’s website the same day.
On March 16, 2026, the acceptance period for the Offer began. On March 26, 2026, KKCG Maritime announced an increase in the Offer’s consideration from €3.50 per Share to €3.90 per Share and, on the same day, it published the offer document supplement (the “Offer Document Supplement”).
Thus, on April 2, 2026, the then Board of Directors of the Company approved (by majority, with the then Directors Alberto Galassi abstaining and Piero Ferrari and Stefano Domenicali voting against) the supplement of the issuer’s statement in relation to the Offer Document Supplement (the “Response Document Supplement”), which has been made available to the public on the Company’s website the same day.
On April 13, 2026, the acceptance period of the Offer closed and, on April 14, 2026, KKCG Maritime announced the Offer’s final results: i.e., KKCG Maritime received valid acceptances of the Offer in respect of a total of 29,611,598 Shares, representing approximately 8.748335% of the corporate capital of the Company and approximately 56.800255% of the maximum number of shares object of the Offer.
Since the number of Shares tendered to the Offer did not exceed 52,132,861 (i.e., the maximum number of shares object of the Offer), KKCG Maritime purchased all the Shares tendered into the Offer, for an aggregate consideration of €115,485,232.20, without carrying out the allocation procedure described in the Offer Document.
Management Discussion and Analysis10 | FERRETTI S.P.A. INTERIM REPORT 2026 On May 14, 2026, the then Directors Piero Ferrari and Stefano Domenicali resigned, and on the same day, the General Shareholders’ Meeting of the Company for 2025 was held and, among others, it:
— approved the Audited Separate Financial Statements as of December 31, 2025 and the allocation of profit, and presented the Consolidated Financial Statements as of December 31, 2025, including the Consolidated Sustainability Statement in accordance with Legislative Decree No. 125/2024;
— approved the distribution of an ordinary dividend of €0.11 per Share;
— approved the “Report on the Remuneration Policy and on Compensation Paid”;
— appointed the new Board of Directors, determined the relevant number of members and the term of office, appointed the Chairman of the Board of Directors, and determined the remuneration of the members of the Board of Directors; and — appointed the new Board of Statutory Auditors and its Chairwoman for the financial years 2026 to 2028 and determined the remuneration of the members of the Board of Statutory Auditors.
On May 15, 2026, the first meeting of the newly elected Board of Directors was held, during which, among other things, Stassi Anastassov was appointed as the new Chief Executive Officer and the new members of the Board committees were appointed.
On June 9, 2026, KKCG Maritime filed a writ of summons against the Company before the Court of Bologna pursuant to Articles 2377 and 2378 of the Italian Civil Code seeking, inter alia, a declaration of nullity and/or annulment of the resolutions adopted by the General Shareholders’ Meeting of the Company for 2025 held on May 14, 2026, with respect to the appointment of the new Board of Directors, the number of its members, and the appointment of the Board of Statutory Auditors. KKCG Maritime has also filed an application pursuant to Article 2377, paragraph 3, of the Italian Civil Code and Article 700 of the Italian Code of Civil Procedure seeking interim relief to suspend the effectiveness of such resolutions.
The Company, having taken note of the service of the writ of summons, is protecting its rights and has sought appropriate legal advice to defend, and is and will have the absolute correctness of its conduct ascertained before the competent court.
The Company confirms that, as at the date of this report, its corporate bodies are fully operational in the exercise of their respective duties and responsibilities, and that its business, customer relationships, commercial initiatives, and strategic projects continue on a regular basis. The proceedings brought by KKCG Maritime against the Company have no impact on its operations, and its management remains fully focused on the implementation of its business plan, on serving clients worldwide, and on creating long-term value for all Shareholders. The Company will keep the Shareholders informed of the progress of the matter according to the applicable law and regulations.
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 11
FINANCIAL REVIEW
Order Intake
In the six months ended June 30, 2026, order intake reached €341.4 million, compared with €467.3 million in the strong comparative period of six months ended June 30, 2025 (-27.0%). Performance was influenced by a more selective order conversion environment, with some postponement of orders for larger yachts in core markets as customers remained cautious against a backdrop of continued global uncertainty.
Order Intake by Type of Production The following table shows the breakdown of order intake by type of production:
(in million Euros, except for percentages)Order intake by type of production
Six months
ended June
30, 2026% of total order intakeSix months
ended June
30, 2025% of total
order intakeChange1
2026 vs.
2025
(unaudited) (unaudited)
Composite yachts 170.7 50.0% 160.9 34.4% +6.1% Made-to-measure yachts 169.3 49.6% 237.8 50.9% -28.8% Super yachts — — 64.9 13.9% -100.0% Other businesses 1.4 0.4% 3.8 0.8% -63.2% Total 341.4 100.0% 467.3 100.0% -27.0% (i) Composite Yachts The composite yachts segment totaled €170.7 million in the Relevant Period, accounting for about 50.0% of total order intake (from €160.9 million, accounting for about 34.4% of total order intake in the six months ended June 30, 2025). This segment demonstrated good resilience with an increase year on year.
(ii) Made-to-Measure Yachts The made-to-measure yachts segment totaled €169.3 million in the Relevant Period, accounting for about 49.6% of total order intake (from €237.8 million, accounting for about 50.9% of total order intake in the six months ended June 30, 2025), reflecting a temporary delay mostly in the Middle Eastern region in the conversion of negotiations in place into new orders, given the geopolitical tensions.
(iii) Super Yachts No super yachts order was recorded in the Relevant Period (€64.9 million, accounting for about 13.9% of total order intake in the six months ended June 30, 2025).
1 Sums might not add up to total due to rounding
Management Discussion and Analysis12 | FERRETTI S.P.A. INTERIM REPORT 2026 (iv) Other Businesses The other businesses segment totaled €1.4 million in the Relevant Period, accounting for about 0.4% of total order intake (from €3.8 million, accounting for about 0.8% of total order intake in the six months ended June 30, 2025).
Order Intake by Geographic Area2 The following table shows the breakdown of order intake by geographic area:
(in million Euros, except for percentages)Order intake by geographic area
Six months
ended June
30, 2026% of total order intakeSix months
ended June
30, 2025% of total
order intakeChange3
2026 vs.
2025
(unaudited) (unaudited)
Europe 135.1 39.6% 181.1 38.8% -25.4%
MEA 92.9 27.2% 130.6 27.9% -28.9%
APAC 39.9 11.7% 12.8 2.7% +211.7%
AMAS 73.4 21.5% 142.8 30.6% -48.6%
Total 341.4 100.0% 467.3 100.0% -27.0% Europe totaled €135.1 million in the Relevant Period, accounting for about 39.6% of total order intake (from €181.1 million, accounting for about 38.8% of total order intake in the six months period ended June 30, 2025). The taught comparison with the six months period ended June 30, 2025 reflects the order intake of two super yachts in the region in the six months period ended June 30, 2025, while no super yacht was recorded in the six months period ended June 30, 2026.
MEA totaled €92.9 million in the Relevant Period, accounting for about 27.2% of total order intake (from €130.6 million, accounting for about 27.9% of total order intake in the six months period ended June 30, 2025). The region was still impacted by the current geopolitical situation with negotiation progressing with delays in final contracts signing.
APAC totaled €39.9 million in the Relevant Period, accounting for about 11.7% of total order intake (from €12.8 million, accounting for about 2.7% of total order intake in the six months period ended June 30, 2025), continuing its growth trend.
AMAS totaled €73.4 million in the Relevant Period, accounting for about 21.5% of total order intake (from €142.8 million, accounting for about 30.6% of total order intake in the six months period ended June 30, 2025). In the second quarter of 2026, the order intake in the Americas was up 49.4% year-on-year, and the year-on-year change of the six months period ended June 30, 2026 narrowed to -48.6% from -87.0% of the first quarter of 2026.
2 The geographical breakdown, different from the previous year’s financial statements, refers to the dealer’s area of exclusivity or by the customer’s nationality 3 Sums might not add up to total due to rounding
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 13
Order Backlog
As of June 30, 2026, the order backlog amounted to €1,455.0 million, in line with the data as of June 30, 2025 (€1,446.0 million). The Group continued to benefit from the visibility provided by its order backlog, supporting production planning and mitigating the impact of short-term market volatility.
Order Backlog by Production Type The table below shows the breakdown of order backlog by production type:
Order backlog by production type (in million Euros, except for percentages)Six months
ended June
30, 2026% of total
order
backlogSix months
ended June
30, 2025% of total
order
backlogChange4
2026 vs.
2025
(unaudited) (unaudited)
Composite yachts 219.2 15.1% 225.2 15.6% -2.7% Made-to-measure yachts 595.0 40.9% 490.8 33.9% +21.2% Super yachts 639.5 43.9% 689.0 47.6% -7.2% Other businesses 1.4 0.1% 41.0 2.8% -96.6% Total 1,455.0 100.0% 1,446.0 100.0% +0.6% (i) Composite Yachts The Group’s order backlog from composite yachts reached €219.2 million as of June 30, 2026, equal to approximately 15.1% of the total backlog (compared to €225.2 million, equal to approximately 15.6% of the total backlog as of June 30, 2025).
(ii) Made-to-Measure Yachts The Group’s order backlog from made-to-measure yachts reached €595.0 million as of June 30, 2026, equal to approximately 40.9% of the total backlog (from €490.8 million, equal to approximately 33.9% of the total backlog as of June 30, 2025).
(iii) Super Yachts The Group’s order backlog from super yachts reached €639.5 million as of June 30, 2026, equal to approximately 43.9% of the total backlog (from €689.0 million, equal to approximately 47.6% of the total backlog as of June 30, 2025).
(iv) Other Businesses The Group’s order backlog from other businesses reached €1.4 million as of June 30, 2026, equal to approximately 0.1% of the total backlog (from €41.0 million, equal to approximately 2.8% of the total backlog as of June 30, 2025).
4 The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding
them
Management Discussion and Analysis14 | FERRETTI S.P.A. INTERIM REPORT 2026
Net Backlog
The net backlog, which is calculated as the total orders in portfolio not yet delivered net of revenues already booked, stood at €564.9 million as of June 30, 2026, remaining supportive of revenue visibility, although decreased by 25.7% compared to €760.8 million as of June 30, 2025.
Net backlog coverage for the six month period ended June 30, 2026 (€300 million), is higher than the same period last year (€265 million), supported by the increased contribution from the composite (+7.5%) and made-to-measure (+2.1%) segments, providing greater revenue visibility for the second half year of 2026.
As of June 30, 2025, 60.7% of the net backlog corresponded to super yachts and therefore mostly referred to the following year, while as of June 30, 2026 the current pipeline of super yachts negotiations is still expected to be converted into new orders, further strengthening backlog visibility and supporting revenue coverage into 2027 and 2028.
Net backlog by segment (in million Euros, except for percentages)Six months
ended June
30, 2026% of total net backlogSix months
ended June
30, 2025% of total
net backlogChange5
H1’26 vs.
H1’25
(unaudited) (unaudited)
Composite yachts 60.1 10.6% 55.9 7.3% +7.5% Made-to-measure yachts 238.3 42.2% 233.4 30.7% +2.1% Super yachts 265.6 47.0% 461.4 60.7% -42.4% Other businesses 0.9 0.2% 10.0 1.3% -91.0% Total 564.9 100.0% 760.8 100.0% -25.7% Composite yachts reached €60.1 million, equal to approximately 10.6% of the total net backlog (compared to €55.9 million, equal to approximately 7.3% of the total net backlog as of June 30, 2025).
Made-to-measure yachts reached €238.3 million, equal to approximately 42.2% of the total net backlog (from €233.4 million, equal to approximately 30.7% of the total net backlog as of June 30, 2025).
Super yachts reached €265.6 million, equal to approximately 47.0% of the total net backlog (from €461.4 million, equal to approximately 60.7% of the total net backlog as of June 30, 2025).
Other businesses reached €0.9 million, equal to approximately 0.2% of the total net backlog (from €10.0 million, equal to approximately 1.3% of the total backlog as of June 30, 2025).
5 The percentage figures are subject to rounding adjustments and may not be an arithmetic aggregation of the figures preceding
them
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 15
Net Revenue
The Group’s overall net revenue of new yachts decreased by approximately 5.6% from €620.4 million for the six months ended June 30, 2025 to approximately €585.6 million for the six months ended June 30, 2026.
Overall, the Group’s net revenue amounted to approximately €604.2 million, with a reduction of approximately 5.3% compared to €638.3 million in the corresponding period of 2025. The year-on-year evolution of net revenue was also influenced by the timing of yacht deliveries and the product mix recognized during the Reporting Period.
The following table shows the breakdown of net revenue of new yachts sales by production type:
Six months ended June 30,
2026 2025
(unaudited) (unaudited)
(in million Euros, except for percentages)Net
revenue% of
total net
revenue of
new yachtsNet
revenue% of
total net
revenue of
new yachts
Composite yachts 211.6 36.1% 234.4 37.8% Made-to-measure yachts 255.5 43.6% 253.1 40.8% Super yachts 91.7 15.7% 104.4 16.8% Other businesses 26.8 4.6% 28.5 4.6% Total net revenue of new yachts 585.6 100.0% 620.4 100.0% Pre-owned 18.6 17.8 Total 604.2 638.3 (i) Composite Yachts The Group’s revenue of new yachts from the sales of composite yachts reached €211.6 million in the Relevant Period, equal to approximately 36.1% of total net revenue of new yachts (from €234.4 million, equal to approximately 37.8% of total net revenue of new yachts, in the six months ended June 30, 2025).
(ii) Made-to-Measure Yachts The Group’s revenue from the sales of made-to-measure yachts reached €255.5 million in the Relevant Period, equal to approximately 43.6% of total net revenue of new yachts (from €253.1 million, equal to approximately 40.8% of total net revenue of new yachts, in the six months ended June 30, 2025).
Management Discussion and Analysis16 | FERRETTI S.P.A. INTERIM REPORT 2026 (iii) Super Yachts The Group’s revenue from the sales of super yachts reached €91.7 million in the Relevant Period, equal to approximately 15.7% of total net revenue of new yachts (from €104.4 million, equal to approximately 16.8% of total net revenue of new yachts, in the six months ended June 30, 2025).
(iv) Other Businesses The Group’s revenue generated from other businesses reached €26.8 million in the Relevant Period, equal to approximately 4.6% of total net revenue of new yachts (from €28.5 million, equal to approximately 4.6% of total net revenue new yachts, in the six months ended June 30, 2025).
Net Revenue of New Yachts by Geographic Area6 The breakdown of net revenue of new yachts by geographical area is as follows:
(in million Euros, except for percentages)Net revenue of new yachts by geographic area
Six months
ended
June 30,
2026% of total
net revenue
of new
yachtsSix months
ended
June 30,
2025% of total
net revenue
of new
yachtsChange7
2026 vs.
2025
(unaudited) (unaudited)
Europe 252.3 43.1% 250.7 40.4% +0.6%
MEA 163.8 28.0% 219.9 35.4% -25.5%
APAC 29.7 5.1% 9.7 1.6% +206.2%
AMAS 139.8 23.9% 140.1 22.6% -0.2%
Total 585.6 100.0% 620.4 100.0% -5.6% The Europe region reached approximately €252.3 million for the Relevant Period, accounting for about 43.1% of total net revenue of new yachts (from €250.7 million, accounting for about 40.4% of total net revenue of new yachts for the six months ended June 30, 2025).
The MEA region reached approximately €163.8 million for the Relevant Period, accounting for about 28.0% of total net revenue of new yachts (from €219.9 million accounting for about 35.4% of total net revenue of new yachts for the six months ended June 30, 2025).
The APAC region reached approximately €29.7 million for the Relevant Period, accounting for about 5.1% of total net revenue of new yachts (from €9.7 million, accounting for about 1.6% of total net revenue of new yachts for the six months ended June 30, 2025).
6 The geographical breakdown refers to the dealer’s area of exclusivity or by the customer’s nationality 7 Sums might not add up to total due to rounding
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 17 The AMAS region reached approximately €139.8 million for the Relevant Period, accounting for about 23.9% of total net revenue of new yachts (from €140.1 million, accounting for about 22.6% of total net revenue of new yachts for the six months ended June 30, 2025).
Change in Inventories of Work-in-process, Semi-finished and Finished Goods The change in inventories of work-in-process, semi-finished and finished goods refers to inventories of boats not covered by orders.
The item increased by approximately 52.2% from approximately €22.3 million for the six months ended June 30, 2025 to approximately €33.9 million for the Relevant Period, mainly to rebuild an adequate inventory level to support sales, with this increase also representing an opportunity to have boats readily available for sale.
Raw Materials and Consumables Used The Group’s raw materials and consumables used increased by approximately 1.5% from approximately €288.8 million for the six months ended June 30, 2025 to approximately €292.5 million for the Relevant Period, primarily due to the adjustment of purchase volumes to production demand, shifting of the Company’s attention to the management of net working capital and net financial position.
Contractors Costs
The Group’s contractors costs decreased by approximately 11.1% from approximately €142.4 million for the six months ended June 30, 2025 to approximately €126.7 million for the Relevant Period. Such decrease was mainly attributable to the different mix of purchasing between raw materials.
Costs for Trade Shows, Events and Advertising The Group’s costs for trade shows, events and advertising increased by approximately 4.8% from approximately €9.3 million for the six months ended June 30, 2025 to approximately €9.8 million for the Relevant Period, which is substantially in line with the previous year.
Other Service Costs The Group’s other service costs increased by approximately 9.7% from approximately €59.7 million for the six months ended June 30, 2025 to approximately €65.5 million for the Relevant Period, mainly due to the increase in other costs for outsourced services, brokerage costs and costs relating to pre-owned-yacht management initiatives.
Rentals and Leases The Group’s rentals and leases increased by €0.6 million, or approximately 10.3%, from €6.0 million for the six months ended June 30, 2025 to €6.6 million for the Reporting Period, primarily due to a slight increase in royalties for €0.2 million and an increase in expenses relating to short-term leases for €0.8 million, while the rentals and leases for low-value assets decreased by €0.4 million.
Management Discussion and Analysis18 | FERRETTI S.P.A. INTERIM REPORT 2026
Personnel Costs
The Group’s personnel costs for the Reporting Period amounted to €75.5 million, which is substantially in line with the €77.5 million recorded for the six months ended June 30, 2025, representing a slight decrease of €2.0 million, or approximately 2.5%.
Other Operating Expenses The Group’s other operating expenses increased from approximately €5.1 million for the six months ended June 30, 2025 to approximately €5.4 million for the Relevant Period, representing an increase of 5.9%, mainly due to an employee-focused initiative amounting to €0.4 million.
Provisions and Impairment The total provisions and impairment decreased by approximately €1.2 million from €7.4 million for the six months ended June 30, 2025 to €6.2 million for the six months ended June 30, 2026, primarily due to the achievement of an adequate amount of provisions in relation to the number of boats under warranty and the risks associated with the Group’s activities.
Financial Income and Expenses Financial income as at June 30, 2026 is €0.4 million (€0.6 million as of June 30, 2025), decreased by approximately €0.3 million mainly due to both the lower average deposit and the reduction in interest rates.
The Group’s financial expenses remained substantially in line with the previous year, increased slightly from €1.5 million for the six months ended June 30, 2025 to €1.6 million for the Relevant Period.
Income Tax
The Group recorded income tax expenses of €16.6 million for the Relevant Period, decreased by approximately €3.2 million compared to €19.8 million for the six months ended June 30, 2025.
Net Profit
The Group’s net profit remained solid at €37.9 million for the Relevant Period, slightly decreased compared to €43.6 million for the six months ended June 30, 2025.
Non-IFRS Measures
To supplement the Group’s consolidated income statements which are presented in accordance with IFRS, EBITDA, adjusted EBITDA, adjusted EBITDA/net revenue of new yachts, being non-IFRS measures, were also presented in this report. The Group is of the view that these measures facilitate comparison of operating performance from period to period by eliminating potential impacts of certain items and believes that these measures provide useful information to understand and evaluate the Group’s consolidated income statements in the same manner as they help the Group’s management. However, the Group’s presentation of EBITDA may not be comparable to similar terms used by other companies. The use of these measures has limitations as an analytical tool, as such, it should not be considered in isolation from, or as substitute for analysis of, the Group’s results of operations or financial condition as reported under IFRS.
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 19 The Company defines (i) EBITDA as profit after tax plus financial expenses (including the result of operating foreign exchange conversion but excluding exchange rate gains/(losses) related to financial transactions), depreciation and amortization, and income tax expenses, and less financial income and income tax benefit; (ii) adjusted EBITDA as EBITDA adjusted by adding back certain special items (such as partial tender offer costs, litigation costs and other minor non-recurring events); and (iii) net revenue of new yachts as net revenue excluding revenue generated from the trading of pre-owned yachts.
The table below sets forth the reconciliations of the Group’s non-IFRS measures to the nearest measures prepared in accordance with IFRS for the periods indicated:
Six months ended June 30,
2026 2025
(in thousands Euro) (unaudited) (unaudited) Net revenue 604,233 638,269 Revenue pre-owned (18,593) (17,829) Net revenue of new yachts 585,640 620,439 Operating costs (511,732) (539,196) Adjusted EBITDA 92,501 99,073 Special items (784) — Operating exchange gains and share of loss of a joint venture (34) 385
EBITDA 91,683 99,458
Depreciation and amortization (35,984) (34,988) Financial income, financial expenses, financial exchange gains (1,227) (1,120) Profit before tax (PBT) 54,472 63,350 Income tax (16,606) (19,780) Profit after tax (PAT) 37,866 43,569 Adjusted EBITDA/Net revenue of new yachts 15.8% 16.0%
Management Discussion and Analysis20 | FERRETTI S.P.A. INTERIM REPORT 2026 The table below sets forth a reconciliation of the non-IFRS measures to the nearest measures prepared in accordance with IFRS for the periods indicated:
Six months ended June 30,
2026 2025
(in thousands Euro) (unaudited) (unaudited) Profit for the period 37,866 43,569 Income tax 16,606 19,780 Foreign financial exchange gains 0 296 Financial expenses 1,589 1,454 Financial income (362) (630) Depreciation and amortization 35,984 34,988
EBITDA 91,683 99,458
Special items related to EBITDA (784) — Foreign operating exchange losses (34) (385) Adjusted EBITDA 92,501 99,073 Adjusted EBITDA/Net revenue of new yachts 15.8% 16.0% The Group’s adjusted EBITDA for the Relevant Period amounted to approximately €92.5 million, showing continued profitability resilience, although decreased by approximately 6.6% from the six months ended June 30, 2025 which amounted to approximately €99.1 million.
The adjusted EBITDA margin (adjusted EBITDA/net revenue of new yachts) decreased from 16.0% for the six months ended June 30, 2025 to 15.8% for the Reporting Period, decreased by 20 basis points, mainly due to a temporary effect of lower fixed costs absorption. Profitability remained at solid levels, reflecting the quality of the order backlog and the Group’s continued focus on operational efficiency.
The table below sets forth the details of the special items which were excluded from the EBITDA:
Six months ended June 30,
2026 2025
(in thousands Euro) (unaudited) (unaudited) Voluntary partial tender offer costs 679 — Litigation costs 84 — Other minor non-recurring events 21 — Total 784 —
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 21 Certain Balance Sheet Items Trade and other receivables
June 30,
2026December 31,
2025
(in thousands Euro) (unaudited) (audited) Accounts receivable from customers 42,935 41,948 (Less) Provision for doubtful accounts (4,191) (4,175) Trade receivables 38,744 37,772 Other receivables 32,105 30,372 Total trade and other receivables 70,849 68,145 The Group’s trade and other receivables increased by €2.7 million, or 4.0%, from €68.1 million as at December 31, 2025 to €70.8 million as at June 30, 2026, primarily due to (i) a reduction in VAT receivables, for approximately €3.2 million, (ii) an increase in commissions advances to broker for approximately €2.5 million, and (iii) an increase in accruals and deferrals for €2.9 million.
Contract Assets
June 30,
2026 December 31,
2025
(in thousands Euro) (unaudited) (audited) Total contract assets 177,673 227,024 The Group’s contract assets represent amounts of the contract works completed in excess of payment by customers under sales contracts for new yachts at the end of each of the relevant period.
The Group’s contract assets reached €177.7 million as at June 30, 2026 from €227.0 million as at December 31, 2025, decreased by €49.4 million, or 21.7%, mainly for a decrease in the value of contract works completed of €17.9 million and an increase in advances from customers for €29.4 million.
Inventories
The Group’s inventories increased by €29.2 million, or 6.6%, from €442.4 million as at December 31, 2025 to €471.6 million as at June 30, 2026, primarily due to the increase in work in progress and semi-finished goods to build an adequate stock to support faster deliveries to customers and a consequent release of net working capital, while the amount of the stock of new boats and pre-owned boats reduced by €15.7 million and raw materials and components inventory reduced by €3.8 million.
Management Discussion and Analysis22 | FERRETTI S.P.A. INTERIM REPORT 2026 Trade and other payables The table below sets forth a breakdown of the Group’s trade and other payables as at the dates indicated:
June 30,
2026December 31,
2025
(in thousands Euro) (unaudited) (audited) Trade payables 409,760 431,372 Other payables — current 48,523 47,519 Total trade and other payables — current 458,284 478,892 Other payables — non-current 1,837 2,087 Total trade and other payables 460,120 480,979 The Group’s trade and other payables (current and non-current) decreased by €20.9 million, or 4.3%, from €481.0 million as at December 31, 2025 to €460.1 million as at June 30, 2026, primarily due to the normalisation of the procurement after the peak at year end.
Contract liabilities
The table below sets forth a breakdown of the Group’s contract liabilities as at the dates indicated:
June 30,
2026December 31,
2025
(in thousands Euro) (unaudited) (audited) Total contract liabilities 104,249 128,415 The Group’s contract liabilities represent amounts paid by its customers under sales contracts for new yachts that have not been fully executed. Such liabilities comprise advances received in excess of the contract works completed or in respect of works not yet commenced, as at the end of each of the relevant period.
The Group’s contract liabilities slightly decreased in comparison with December 31, 2025 (€24.2 million, or 18.8%), from €128.4 million to €104.2 million as at June 30, 2026.
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 23
OTHER FINANCIAL INFORMATION
Liquidity and Financial Resources During the Relevant Period, the Group generated cash flow from operating activities for €41.5 million (€76.7 million for the six months ended June 30, 2025).
As at June 30, 2026, the Group had cash and cash equivalents and other current assets of approximately €122.9 million (as at December 31, 2025: approximately €160.0 million).
Taking into account the cash flow generated from operations, the Directors are of the view that the Group has sufficient working capital to meet its current liquidity demand and the liquidity demand within at least 12 months from the date of this report.
Capital Expenditure
Investments in tangible and intangible fixed assets as of June 30, 2026 were €30.6 million, excluding right-of-use assets, of which approximately €15.7 million was for maintenance for operations and existing product portfolio and approximately €14.8 million was for business expansion activities.
Net Financial Position The net financial position of the Group as at June 30, 2026 was €95.0 million of net cash, increased by €76.6 million compared to €18.4 million as of March 31, 2026 due to a cash release from the net working capital mainly linked to seasonal deliveries.
In comparison with December 31, 2025 (€111.0 million), it decreased by €16.0 million, despite the payment of €37.2 million in dividends and investments in buildings, plant, machinery and intangible assets for €30.6 million, due to cash flows generated by operating activities.
Net Working Capital The net working capital as at June 30, 2026 was positive for €178.8 million, decreased by €100.9 million compared to March 31, 2026, due to the dynamics mentioned in the paragraphs headed “Net Financial Position” above.
Management Discussion and Analysis24 | FERRETTI S.P.A. INTERIM REPORT 2026
Capital Structure
A. Borrowing
The total bank and other borrowings of the Group as at June 30, 2026 was approximately €29.9 million (as at December 31, 2025: €53.8 million) which was originally denominated in Euro, so it did not have any foreign exchange impact on its financial statements during the Relevant Period. The bank borrowing was interest-bearing, secured and unsecured. During the Relevant Period, the Group did not experience any difficulties in utilizing its banking facilities with its lenders.
B. Gearing Ratio As at June 30, 2026, the Group’s gearing ratio was approximately 3.2% (as at December 31, 2025:
5.7%), calculated as the total indebtedness divided by total equity as at the end of the Relevant Period multiplied by 100%. The decrease was mainly due to indebtedness in relation to the use of the maturity factor facility.
The Group’s gearing ratio demonstrated that the financial position of the Group was healthy as the debt level of the Group was very low as at the end of the Relevant Period.
Pledge of Assets As at December 31, 2025, the Group’s bank borrowings were secured by certain of the Group’s buildings, which amounted to €3.1 million. As at June 30, 2026, the Group did not pledge any further assets in comparison with December 31, 2025.
Legal and Potential Proceedings As at June 30, 2026 the Group did not have any on-going legal proceedings or potential proceedings threatened to be brought against the Group that would have a material impact to the operations of the Group.
Contingent Liabilities
As at June 30, 2026 and 2025, the Group did not have any material contingent liabilities.
Significant Investments, Material Acquisitions and Disposals, Future Plans for Significant Investment or Acquisition of Material Capital Assets During the Relevant Period, the Group did not make any significant investments, material acquisition or disposal of subsidiaries, associates and joint ventures. Save for the expansion plans disclosed in the section headed “Future Plans and Use of Proceeds” in the Hong Kong Prospectus, the Company has no specific plans for significant investments or acquisitions of material capital assets.
Management Discussion and AnalysisINTERIM REPORT 2026 FERRETTI S.P.A. | 25
Risk Factors
The Company identifies risk at the activity level which can help to focus risk assessment on major business units or functions and also contribute to maintaining an acceptable level of risk across the Group. We also review periodically economic and industrial factors affecting our business and meet industry analysts and players to keep abreast of the latest development of the industry.
Factors such as increased competition, regulatory changes, personnel changes, and developments in the markets which contribute to and increase risks are always on the watch list.
For further details, please refer to the annual report of the Company for the year ended December 31, 2025.
Foreign Currency Exposure The majority of the Group’s revenue generating activities and borrowings is denominated in Euro. The Group is exposed to foreign currency risk arising from fluctuations in exchange rates between Euro against USD. The Group uses foreign currency forward contracts to hedge its exposure to foreign currency risks in connection with forecast transactions and firm commitments. As at June 30, 2026 and December 31, 2025, there were no currency forwards in place.
Human Resources
As at June 30, 2026, the Group had 2,067 employees (2,074 as at December 31, 2025), of which 2,002 were based in Europe and MEA, 57 were based in the U.S. and 8 were based in APAC. The total cost of staff for the six months ended June 30, 2026 was approximately €75.5 million as compared to approximately €77.5 million as at June 30, 2025, which is substantially in line with the previous year.
INTERIM DIVIDEND
The Board does not recommend payment of an interim dividend for the Reporting Period.
EVENTS AFTER THE RELEVANT PERIOD
There is no other material event after the Relevant Period and up to the date of approving this interim report.
Management Discussion and Analysis26 | FERRETTI S.P.A. INTERIM REPORT 2026
OUTLOOK
Top-tier luxury clients continue to exhibit spending behaviours that defy market trends, contrasting with the aspirational luxury segment. The global yachting industry remains resilient amid geopolitical and macroeconomic uncertainty, highlighting its stability and strength. As at the date of this report, the geopolitical situation in the Middle East is still causing delays in order intake from the region as well as in the delivery of boats scheduled for that market. It should be noted, however, that not all boats classified under “Middle East” are necessarily delivered to or used within that region.
In this context, the Group maintained profitability and its market share, reinforcing its strategic position not only in high-value segments but also in new emerging and high-growth segments. To continue building on the expected growth trends of the global luxury yacht industry, enhancing its value proposition and strengthening its overall resilience, the Group’s future plans are based on the following strategic pillars:
— the Group will enhance and expand its product offering and product mix ahead of evolving market trends and customer expectations, with the aim to consolidate its market leadership position in both composite and made-to-measure segments, focusing on the segments with the highest growth potential and
marginality;
— the Group will continue to invest in innovation, technologies, and products with the aim of providing a more environmentally responsible yachting experience, thanks to the skillful use of more sustainable materials and processes aimed at reducing the environmental impact of the products;
— the Group will expand its made-to-measure offering into larger alloy yachts, developing new alloy-hulled super yacht models under its iconic Riva, Pershing, and Custom Line brands;
— the Group will also broaden both its yacht brokerage, chartering and management services and its after-sales and refitting services, extend its brand extension and licensing activities; and — finally, the Group will keep investing in the internalization of high value-added activities to support its future growth and product portfolio expansion.
Corporate Governance and Other InformationINTERIM REPORT 2026 FERRETTI S.P.A. | 27
ISSUER’S PROFILE
The Company is an established player in the global luxury yacht market, leading the global market for inboard luxury yachts over 9 metres (approximately 30 feet), and among the first-ranked players within the super yacht segment.
Since March 31, 2022, the Company has been listed on the Hong Kong Stock Exchange, and since June 27, 2023, also on the Euronext Milan, a market organised and managed by Borsa Italiana.
CORPORATE GOVERNANCE
The Board strives to uphold the principles of corporate governance set out in the CG Code contained in Appendix C1 to the Hong Kong Listing Rules, the Italian Consolidated Financial Act and the Italian Corporate Governance Code to which the Company has adhered after the Dual Listing, and adopted various measures to enhance the internal control system, the Directors’ continuing professional training and other areas of practice of the Company. While the Board strives to maintain a high level of corporate governance, it also works hard to create value and achieve maximum return for its Shareholders. The Board will continue to conduct reviews and enhance the quality of corporate governance practices with reference to local and international standards.
The Company has complied with the code provisions as set out in Appendix C1 to the Hong Kong Listing Rules during the Relevant Period.
MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules (the “Model Code”) and relevant Italian provisions as its own code governing securities transactions of the Directors.
Specific enquiries have been made to all Directors and all Directors have confirmed that they have fully complied with the required standard of dealings as set out in the Model Code and relevant Italian provisions during the Relevant Period.
REVIEW BY AUDIT COMMITTEE
The Company has established the Audit Committee on December 21, 2021, with written terms of reference in compliance with Rule 3.21 of the Hong Kong Listing Rules and the CG Code and in compliance with the Italian Corporate Governance Code.
The Audit Committee has three members, Mr. Patrick Sun, Ms. Zhu Yi and Ms. Donatella Sciuto, with Mr. Sun currently serving as the chairman. Mr. Sun has the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Hong Kong Listing Rules.
The Audit Committee has reviewed with the management of the Company the unaudited interim condensed consolidated financial statements and the interim report of the Company for the Relevant Period and agreed with the accounting treatments adopted by the Company, and was of the opinion that the preparation of the financial statements of the Company for the Relevant Period complies with the applicable accounting standards and the requirements under the Hong Kong Listing Rules and also with the Italian regulatory applicable provisions and adequate disclosures have been made.
Corporate Governance and Other Information28 | FERRETTI S.P.A. INTERIM REPORT 2026 The unaudited interim condensed consolidated financial statements, which were prepared in Italian and translated into English herein for the convenience of international readers, were reviewed by EY S.p.A., the Company’s independent auditor, in accordance with the criteria for a review recommended by applicable laws.
CHANGES IN DIRECTORS’ INFORMATION
The term of the previous Board expired at the General Shareholders’ Meeting convened on May 14, 2026, and the new Board was appointed on the same day. The new Board will remain in office until the General Shareholders’ Meeting approving the annual financial statements of the Company for the financial year ending December 31, 2028.
Changes in Directors’ information which is required to be disclosed pursuant to Rule 13.51B(1) of the Hong Kong Listing Rules are set out below.
Executive Directors
• Mr. Alberto Galassi ceased to be an executive Director, the Chief Executive Officer, an Authorized Representative and a member of each of the Nomination Committee, the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 14, 2026.
• Mr. Tan Ning ceased to be a member of each of the Remuneration Committee, Environmental, Social and Governance Committee and Strategic Committee with effect from May 14, 2026. He was appointed as a Director and the Chairman of the Board on May 14, 2026. He was designated as an executive Director and appointed as the Chairman of each of the Nomination Committee and the Strategic Committee with effect from May 15, 2026.
• Mr. Stassi Anastassov was appointed as a Director on May 14, 2026. He was designated as an executive Director and appointed as the Chief Executive Officer, an Authorized Representative and a member of each of the Nomination Committee, the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 15, 2026.
Non-Executive Directors
• Mr. Hao Qinggui ceased to be a non-executive Director, the Chairman of the Board, the Chairman of each of the Nomination Committee, the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 14, 2026.
• Mr. Piero Ferrari resigned as a non-executive Director, the Honorary Chairman and a member of each of the Remuneration Committee, the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 14, 2026 Hong Kong time (late night May 13, 2026 CEST time).
• Ms. Jiang Lan (Lansi) ceased to be a non-executive Director and a member of each of the Audit Committee and the Environmental, Social and Governance Committee with effect from May 14, 2026.
• Ms. Zhang Xiaomei was appointed as a Director on May 14, 2026. She was designated as a non-executive Director and appointed as a member of each of the Remuneration Committee and the Environmental, Social and Governance Committee with effect from May 15, 2026.
Corporate Governance and Other InformationINTERIM REPORT 2026 FERRETTI S.P.A. | 29 • Mr. Jin Zhao ceased to be a member of each of the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 14, 2026. He was appointed as a Director on May 14, 2026. He was designated as a non-executive Director and appointed as a member of the Strategic Committee on May 15, 2026.
• Ms. Katarína Kohlmayer was appointed as a Director on May 14, 2026. She was designated as a non-executive Director and appointed as a member of each of the Environmental, Social and Governance Committee and the Strategic Committee with effect from May 15, 2026.
Independent Non-Executive Directors • Mr. Stefano Domenicali resigned as an independent non-executive Director, the Chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee with effect from May 14, 2026 Hong Kong time (late night May 13, 2026 CEST time).
• Mr. Patrick Sun ceased to be the Chairman of the Audit Committee and a member of each of the Nomination Committee, the Remuneration Committee and the Strategic Committee with effect from May 14, 2026. He was appointed as a Director on May 14, 2026. He was designated as an independent non-executive Director and appointed as the Chairman of the Audit Committee and a member of each of the Nomination Committee, the Remuneration Committee and the Strategic Committee on May 15, 2026. He was appointed as the lead independent Director and the lead independent non-executive Director with effect from May 19, 2026.
• Ms. Federica Marchionni was appointed as a Director on May 14, 2026. She was designated as an independent non-executive Director and appointed as the Chairwoman of the Environmental, Social and Governance Committee and a member of each of the Nomination Committee, the Remuneration Committee and the Strategic Committee with effect from May 15, 2026.
• Ms. Zhu Yi ceased to be a member of each of the Audit Committee, the Nomination Committee, the Remuneration Committee and the Environmental, Social and Governance Committee with effect from May 14, 2026. She was appointed as a Director on May 14, 2026. She was designated as an independent non-executive Director and appointed as the Chairwoman of the Remuneration Committee and a member of each of the Audit Committee, the Nomination Committee and the Environmental, Social and Governance Committee with effect from May 15, 2026.
• Ms. Donatella Sciuto was appointed as a Director on May 14, 2026. She was designated as an independent non-executive Director and appointed as a member of each of the Audit Committee, the Remuneration Committee and the Strategic Committee with effect from May 15, 2026.
Save as disclosed above, no other information is required to be disclosed in accordance with Rule 13.51(B)(1) of the Hong Kong Listing Rules.
Corporate Governance and Other Information30 | FERRETTI S.P.A. INTERIM REPORT 2026
ELECTION OF THE BOARD OF STATUTORY AUDITORS
The terms of the Board of Statutory Auditors expired at the General Shareholders’ Meeting for 2025 convened on May 14, 2026. Mr. Luigi Capitani, Mr. Luca Nicodemi and Ms. Claudia Costanza were elected as the effective statutory auditors. Ms. Claudia Costanza has been appointed as Chairwoman of the Board of Statutory Auditors. Ms. Federica Marone and Mr. Luigi Fontana were elected as the alternate statutory auditors.
The Board of Statutory Auditors will remain in office until the General Shareholders’ Meeting approving the annual financial statements of the Company for the financial year ending December 31, 2028.
Please refer to the circular, supplemental circular and poll results announcement of the Company dated April 10, 2026, April 24, 2026 and May 14, 2026, respectively, for further details.
OTHER INFORMATION
DISCLOSURE OF INTERESTS
(A) Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures As far as the Company is aware, as at June 30, 2026, the interests and/or short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Hong Kong Stock Exchange were as follows:
Name of
Director Capacity/Nature of InterestNumber of
Shares(1)Approximate
Percentage of
Shareholding
Ms. Katarína Kohlmayer Beneficial owner 43,426 (L) 0.01% (L)
Note:
(1) The letter “L” denotes a long position or voting rights connected to the Shares.
Save as disclosed above, as at June 30, 2026, none of the Directors and the chief executives of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (as defined in Part XV of SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register stated herein, or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code.
Corporate Governance and Other InformationINTERIM REPORT 2026 FERRETTI S.P.A. | 31 (B) Substantial Shareholders’ Interests and Short Positions in the Shares and Underlying
Shares
So far as the Directors are aware, as at June 30, 2026, the following persons had an interest or a short position in the Shares and the underlying Shares which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be, directly or indirectly, interested in 5% or more of the nominal value of any class of Share capital carrying rights to vote in all circumstances at general meetings of the Company or which were required to be entered in the register kept by the Company under section 336 of the SFO:
Name of
Shareholders Capacity/Nature of InterestNumber of
Shares(1)Approximate
Percentage of
Shareholding
SHIG Interest in a controlled corporation(2) 132,174,727 (L) 39.05% (L) Weichai Group Interest in a controlled corporation(2) 132,174,727 (L) 39.05% (L) Weichai Holding (HK) Interest in a controlled corporation(2) 132,174,727 (L) 39.05% (L) FIH Beneficial owner(2) 132,174,727 (L) 39.05% (L) Azúr a.s. Beneficial owner(3) 78,641,625 (L) 23.23% (L) Valea Foundation Interest in a controlled corporation(3) 78,641,625 (L) 23.23% (L) Komarek Karel Interest in a controlled corporation(3) 78,641,625 (L) 23.23% (L)
Notes:
(1) (L) — Long Position.
(2) FIH directly holds 132,174,727 Shares. FIH is wholly owned by Weichai Holding (HK). Weichai Holding (HK) is wholly owned by Weichai Group, which is a wholly-owned subsidiary of SHIG. SHIG is owned by Shandong SASAC, Shandong Guohui Investment Co., Ltd. (a company wholly owned by Shandong SASAC) and the Shandong Provincial Council for Social Security Fund as to 70%, 20% and 10%, respectively. Each of Weichai Holding (HK), Weichai Group and SHIG is deemed to be interested in the Shares directly held by FIH for the purpose of Part XV of the SFO. From its incorporation in June 2009 to July 2016, SHIG was wholly owned by Shandong SASAC. In July 2016, Shandong SASAC transferred 30% share capital of SHIG to the Shandong Provincial Council for Social Security Fund at nil consideration. In May 2018, the Shandong Provincial Council for Social Security Fund transferred 20% share capital of SHIG to Shandong Guohui Investment Co., Ltd. at nil consideration.
(3) Azúr a.s. holds 78,641,625 Shares. Azúr a.s. is wholly owned by KKCG Group AG, which is wholly owned by KKCG Holding AG, which is wholly owned by Valea Holding AG, which is in turn wholly owned by Valea Foundation. Komarek Karel is the founder/sole beneficiary of the Valea Foundation, which is a foundation under Liechtenstein law and no individual owns its shares.
Save as disclosed herein, the Directors are not aware of any person who, as at June 30, 2026, had an interest or a short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be, directly or indirectly, interested in 5% or more of the nominal value of any class of Share capital carrying rights to vote in all circumstances at general meetings of the Company or which were required to be entered in the register kept by the Company under section 336 of the SFO.
Corporate Governance and Other Information32 | FERRETTI S.P.A. INTERIM REPORT 2026
SUFFICIENCY OF PUBLIC FLOAT
According to the information disclosed publicly and as far as the Directors are aware, during the Reporting Period and up to the date of this report, the Company maintained the amount of public float as required under the Hong Kong Listing Rules.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities (including sale of treasury Shares) during the Reporting Period. As at the end of the Reporting Period, the Company did not hold any treasury Shares.
VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER
On January 19, 2026, KKCG Maritime announced its intention to launch the Offer to acquire up to 52,132,861 Shares, representing 15.4% of the Company’s share capital. If the Offer is fully accepted, KKCG Maritime would hold 101,162,888 Shares, equal to 29.9% of the Company’s share capital.
On April 13, 2026, the acceptance period of the Offer closed and, on April 14, 2026, KKCG Maritime announced that it had received valid acceptances of the Offer in respect of a total of 29,611,598 Shares, representing approximately 8.748335% of the share capital of the Company and approximately 56.800255% of the maximum number of shares object of the Offer.
For further details, please refer to (i) the section headed “SIGNIFICANT EVENTS IN THE FIRST HALF YEAR OF 2026” in this report; (ii) the announcement dated January 19, 2026 and the Offer Document dated March 2, 2026 issued by KKCG Maritime; (iii) the Response Document dated March 12, 2026 issued by the Company in response to the Offer Document; (iv) the announcement published by KKCG Maritime dated March 17, 2026 in relation to the Response Document; (v) the Offer Document Supplement dated March 26, 2026 issued by KKCG Maritime in relation to the Offer; (vi) the Response Document Supplement dated April 2, 2026 issued by the Company in response to the Offer Document Supplement; and (vii) the announcement published by KKCG Maritime dated April 14, 2026 in relation to the final results of the Offer.
Independent Auditor’s Review ReportINTERIM REPORT 2026 FERRETTI S.P.A. | 33 EY S.p.A.
Via Massimo D'Azeglio, 34 40123 BolognaTel: +39 051 27831 1 Fax: +39 051 236666
ey.com
REVIEW REPORT ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(TRANSLATION FROM THE ORIGINAL ITALIAN TEXT)
To the Shareholders of Ferretti S.p.A.
INTRODUCTION
We have reviewed the accompanying half-yearly condensed consolidated financial statements of Ferretti S.p.A.
and subsidiaries (the “Ferretti Group”), which comprise the statement of financial position as at June 30, 2026 and the income statement, comprehensive income statement, statement of changes in equity and cash flow statement for the six month period then ended, and the related explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.
SCOPE OF REVIEW
We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange (“Consob”) for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-
yearly condensed consolidated financial statements of the Ferretti Group as at June 30, 2026 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and adopted by the European Union.
Bologna, July 31, 2026 EY S.p.A.
Signed by: Gianluca Focaccia, Statutory Auditor This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.
EY S.p.A.
Sede Legale: Via Meravigli, 12–20123 Milano Sede Secondaria: Via Lombardia, 31–00187 Roma Capitale Sociale Euro 3.000.000 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi Codice fiscale e numero di iscrizione 00434000584 – numero R.E.A. di Milano 606158 – P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 – IV Serie Speciale del 17/2/1998 A member firm of Ernst & Young Global Limite d
Interim Condensed Consolidated Income Statement34 | FERRETTI S.P.A. INTERIM REPORT 2026 For the six-month period ended June 30, 2026June 30, 2026 June 30, 2025 (in thousands Euro) Notes (unaudited) (unaudited) Revenue 635,234 676,999 Commissions and other costs related to revenue (31,001) (38,730)
NET REVENUE 5 604,233 638,269
Change in inventories of work-in-process, semi-finished and finished goods 6 33,887 22,268 Cost capitalised 7 18,043 23,496 Other income 8 23,671 11,257 Raw materials and consumables used 9 (292,474) (288,750) Contractors costs 10 (126,667) (142,429) Costs for trade shows, events and advertising 11 (9,784) (9,335) Other service costs 12 (65,521) (59,728) Rentals and leases 13 (6,634) (6,014) Personnel costs 14 (75,475) (77,450) Other operating expenses 15 (5,405) (5,105) Provisions and impairment 16 (6,156) (7,405) Depreciation and amortisation 17 (35,984) (34,988) Financial income 18 362 630 Financial expenses 19 (1,589) (1,454) Foreign exchange gain/(losses) 20 (34) 89
PROFIT BEFORE TAX 54,472 63,350
Income tax 21 (16,606) (19,780)
PROFIT FOR THE PERIOD 37,866 43,569
Attributable to:
Shareholders of the Company 37,875 43,454 Non-controlling interests (9) 116
EARNINGS PER SHARE ATTRIBUTABLE TO
SHAREHOLDERS OF THE COMPANY
Basic and diluted (€) 42 0.11 0.13
Interim Condensed Consolidated Comprehensive Income StatementINTERIM REPORT 2026 FERRETTI S.P.A. | 35 For the six-month period ended June 30, 2026June 30, 2026 June 30, 2025 (in thousands Euro) Notes (unaudited) (unaudited)
PROFIT FOR THE PERIOD 37,866 43,569
Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods:
Profit on defined benefits plan 40 (24) (596) Income tax effect 40 6 143
(19) (453)
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Gains from the translation of foreign operations 40 2,309 (4,525)
OTHER COMPREHENSIVE INCOME FOR THE PERIOD 2,290 (4,978)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 40,157 38,591
Attributable to:
Shareholders of the Company 40,165 38,476 Non-controlling interests (9) 116
Interim Condensed Consolidated Statement of Financial Position36 | FERRETTI S.P.A. INTERIM REPORT 2026 As at June 30, 2026June 30, 2026 December 31, 2025 (in thousands Euro) Notes (unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents 22 122,941 159,920 Trade and other receivables 23 70,849 68,145 Contract assets 24 177,673 227,024 Inventories 25 471,603 442,405 Advances on inventories 26 41,266 38,761 Other current assets 27 1,234 3,945 Income tax recoverable 1,544 1,680
887,110 941,880
NON-CURRENT ASSETS
Property, plant and equipment 28 486,158 484,818 Intangible assets 29 284,641 285,368 Other non-current assets 30 5,382 7,772 Deferred tax assets 31 — —
776,181 777,959
TOTAL ASSETS 1,663,291 1,719,839
Interim Condensed Consolidated Statement of Financial PositionINTERIM REPORT 2026 FERRETTI S.P.A. | 37 As at June 30, 2026June 30, 2026 December 31, 2025 (in thousands Euro) Notes (unaudited) (audited)
CURRENT LIABILITIES
Minority Shareholders’ loan 32 34 20 Bank and other borrowings 32 11,281 34,254 Provisions 37 54,783 57,405 Trade and other payables 33 458,284 478,892 Contract liabilities 34 104,249 128,415 Income tax payable 35 21,568 9,225
650,199 708,210
NON-CURRENT LIABILITIES
Bank and other borrowings 36 18,585 19,527 Provisions 37 5,300 9,377 Non-current employee benefits 38 6,363 6,428 Trade and other payables 33 1,837 2,087 Deferred tax liabilities 31 39,156 35,282
71,241 72,701
TOTAL LIABILITIES 721,439 780,911
SHARE CAPITAL AND RESERVES
Share capital 39 338,483 338,483 Reserves 40 603,725 600,793 Equity attributable to shareholders of the Company 942,208 939,276 Non-controlling interests 41 (356) (348)
TOTAL EQUITY 941,852 938,928
TOTAL LIABILITIES AND EQUITY 1,663,291 1,719,839
Interim Condensed Consolidated Cash Flow Statement38 | FERRETTI S.P.A. INTERIM REPORT 2026 For the six-month period ended June 30, 2026June 30, 2026 June 30, 2025 (in thousands Euro) (unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 54,472 63,350 Depreciation and amortisation 35,984 34,988 Loss/(gain) on disposal of property, plant and equipment (24) (24) Provisions (7,284) (832) Financial income (362) (630) Financial expenses 1,589 1,454 Provision against inventories, net (7,667) (340) Decrease/(increase) in inventories (24,036) (15,397) Change in contract assets and contract liabilities 25,185 9,681 Decrease/(increase) in trade and other receivables (2,568) 13,929 Increase/(decrease) in trade and other payables (36,390) (30,707) Change in other operating liabilities and assets 2,559 1,197 Cash flows from operating activities (A) 41,459 76,667
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment and intangible assets (37,604) (51,401) Proceeds from disposal of property, plant and equipment and intangible assets 12 80 Other financial investments 2,686 (1,954) Interest received 362 630 Cash flows used in investing activities (B) (34,543) (52,645)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of shares 0 0 Dividends paid (37,233) (33,848) New bank and other borrowings 0 1,386 Repayment of bank and other borrowings (7,348) (7,342) Interest paid (1,589) (1,454) Cash flows from/(used in) financing activities (C) (46,170) (41,258)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(D=A+B+C) (39,255) (17,236)
Cash and cash equivalents at beginning of year (E) 159,920 155,744 Effect of foreign exchange rate changes, net (F) 2,275 (4,525)
CASH AND CASH EQUIVALENTS AT END OF PERIOD (G=D+E+F) 122,941 133,982
Cash and cash equivalents as stated in the consolidated statement of financial position 122,941 133,982
Interim Condensed Consolidated Statement of Changes in EquityINTERIM REPORT 2026 FERRETTI S.P.A. | 39 For the six-month period ended June 30, 2026(in thousands Euro)Share
capitalShare
premium*Legal
reserve*Translation
reserve*Other
reserves*Equity
attributable
to the
shareholders
of the
CompanyNon
controlling
interests Total equity At January 1, 2026 (audited) 338,483 425,041 18,384 610 156,758 939,276 (348) 938,928 Profit for the period — — — — 37,875 37,875 (9) 37,866 Other comprehensive income for the period: — — — — — — — — Profit on defined benefits plan, net of tax — — — — (19) (19) — (19) Exchange differences on translation of foreign operations — — — 2,309 — 2,309 — 2,309 Total comprehensive income for the period — — — 2,309 37,856 40,165 (9) 40,157 Transfer to the legal reserve — — 2,232 — (2,232) — — — Dividends — — — — (37,233) (37,233) — (37,233) At June 30, 2026 (unaudited) 338,483 425,041 20,616 2,919 155,149 942,208 (356) 941,852
* These reserve accounts comprise the consolidated reserves of €603,725 thousand (January 1, 2026: €600,793 thousand) in the Interim condensed consolidated statements of financial position.
(in thousands Euro) Share capitalShare
premium*Legal
reserve*Translation
reserve*Other
reserves*Equity
attributable
to the
shareholders
of the
CompanyNon-
controlling
interestsTotal
equity
At December 31, 2024 (audited) 338,483 425,041 15,225 8,263 110,144 897,155 1,081 898,238 Profit for the period — — — — 43,454 43,454 116 43,569 Profit on defined benefits plan, net of tax — — — — 453 453 — 453 Exchange differences on translation of foreign operations — — — (4,525) — (4,525) — (4,525) Total comprehensive income for the period — — — (4,525) 43,906 39,381 116 39,497 Transfer to the legal reserve — — 3,160 — (3,160) 0 — 0 Dividends — — — — (33,848) (33,848) — (33,848) Acquisition of subsidiaries — — — — 30 30 (30) 0 At June 30, 2025 (unaudited) 338,483 425,041 18,384 3,738 117,072 902,717 1,167 903,884
* These reserve accounts comprise the consolidated reserves of €564,235 thousand (January 1, 2025: €558,672 thousand) in the Interim condensed consolidated statements of financial position.
Notes to the Interim Condensed Consolidated Financial Statements40 | FERRETTI S.P.A. INTERIM REPORT 2026 These unaudited interim condensed consolidated financial statements of Ferretti S.p.A. and its subsidiaries (collectively, the “Group”) for the six-month period ended June 30, 2026, were authorized for issue in accordance with a resolution of the directors on July 31, 2026.
1. CORPORATE INFORMATION
Ferretti S.p.A. (the “Company” or “Ferretti”) is a limited liability company incorporated in Italy. The registered office of the Company is located at Via Irma Bandiera 62, 47841 Cattolica (RN), Italy.
The Company and its subsidiaries (collectively referred to as the “Group”) are principally engaged in the design, construction and marketing of yachts and recreational boats.
The table below shows the names, registered offices and interests in capital held directly and indirectly by the Company in subsidiaries as of June 30, 2026.
Subsidiaries
(consolidated line by line, with an indication of the percentage of share capital)
NamePrincipal
country of
operation Registered office CurrencyShare
capital
(in units) % controlling interest
Direct Indirect
Zago S.p.A. Italy Scorzé (Venice) Euro 120,000 100% Sea Lion S.r.l. Italy Forlì (Forlì-Cesena) Euro 10,000 100% Ram S.p.A Italy Sarnico (Bergamo) Euro 520,000 97% Allied Marine Inc. USA Fort Lauderdale (USA) US Dollar 10 100% Fratelli Canalicchio S.p.A. Italy Narni (Terni) Euro 500,000 60%* Ferretti Group of America Holding Company Inc.USA Delaware (USA) US Dollar 10 100% BY Winddown Inc. USA Miami (USA) US Dollar 10 100% Ferretti Group of America Llc.USA Fort Lauderdale (USA) US Dollar 100 100% Ferretti Group Asia Pacific Ltd.China Hong Kong (China) Hong Kong
Dollar100,000 100%
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 41
NamePrincipal
country of
operation Registered office CurrencyShare
capital
(in units) % controlling interest
Direct Indirect
Ferretti Group Singapore Pte. Ltd.Singapore Singapore Euro 1 100% Ferretti Asia Pacific Zhuhai Ltd.**China Hengqin (Zhuhai) Renminbi 1,000,000 100% Ferretti Group (Monaco) S.a.M.Monaco Principality of Monaco Euro 150,000 99.6%*** Ferretti Gulf Marine-Sole Proprietorship Llc.Arab Emirates Arab Emirates Emirati
Dirham300,000 100%
* The remaining 40% is subject to put and call options exercisable from September 19, 2027 to September 19, 2028. The terms of put and call options over these non-controlling interests, mean that they give to the Group a present ownership interest in the underlying securities, accordingly this business combination was accounted for on the basis that the underlying shares subject to the put and call options have been acquired. Thus, the Group does not recognize non-controlling interests and recorded liabilities for shareholders under the options.
** Registered as a wholly-foreign-owned enterprise under PRC law.
*** The investment of 0.4% is owned by the two directors of Ferretti Group (Monaco) S.a.M. for their role, as provided for by the
By-laws.1. CORPORATE INFORMATION (CONTINUED)
Subsidiaries (Continued)
Notes to the Interim Condensed Consolidated Financial Statements42 | FERRETTI S.P.A. INTERIM REPORT 2026
2. BASIS OF PREPARATION
These unaudited interim condensed consolidated financial statements as at June 30, 2026, have been prepared in condensed form in conformity with the international accounting standard applicable to the preparation of interim financial statements (IAS 34). The unaudited interim condensed consolidated financial statements at June 30, 2026, do not contain all the information required for the annual consolidated financial statements and should therefore be read together with the consolidated financial statements at December 31, 2025.
The unaudited interim condensed consolidated financial statements have been prepared on the basis that the Group can operate as a going concern since the Company’s management has verified that there are no uncertainties regarding this.
The unaudited interim condensed consolidated financial statements include the statement of financial position, the income statement, the comprehensive income statement, the cash flow statement, the statement of changes in equity and related illustrative notes, that have been prepared based on the accounts for the six months period ended June 30, 2026 of the controlled companies within the consolidation perimeter.
For the purposes of clarity and to make this document more readily understandable, all the amounts listed are stated in thousands of Euro, except when otherwise indicated.
Comments on the significant changes in the main items of the income statement and balance sheet are included in the Management Discussion and Analysis section, to which reference is made.
3. CHANGES TO THE GROUP’S ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Some amendments apply for the first time in six months ended June 30, 2026, but do not have an impact on the interim condensed consolidated financial statements of the Group.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 43
3. CHANGES TO THE GROUP’S ACCOUNTING POLICIES (CONTINUED)
Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and
IFRS 7
In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the “Amendments”). The Amendments include:
— clarifications on the requirements for the recognition and derecognition of financial assets and liabilities. In particular, a financial liability is derecognised from the financial statements on the “settlement date” and a choice of accounting policy is introduced (if certain conditions are met) for the derecognition from the financial statements of financial liabilities settled through an electronic payment system before the settlement date;
— further guidance on how to assess contractual cash flows for financial assets with environmental, social and governance (ESG) and similar characteristics;
— clarifications on what is meant by “non-recourse characteristics” and what are the characteristics of contractually related instruments;
— introduction of information to be provided for financial instruments with contingent characteristics and additional disclosure requirements for equity instruments classified at fair value through the other comprehensive income (OCI).
The amendments had no impact on the interim condensed consolidated financial statements of the Group.
Annual Improvements to IFRS accounting Standards — Volume 11 In July 2024, the IASB issued nine amendments of limited scope as part of its periodic review of IFRS accounting standards. The amendments include clarifications, simplifications, corrections or amendments aimed at improving the consistency of IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows.
The amendments had no impact on the interim condensed consolidated financial statements of the Group.
Notes to the Interim Condensed Consolidated Financial Statements44 | FERRETTI S.P.A. INTERIM REPORT 2026
3. CHANGES TO THE GROUP’S ACCOUNTING POLICIES (CONTINUED)
Contracts Referencing Nature-dependent Electricity — Amendments to IFRS 9 and IFRS 7 In December 2024, the IASB published Amendments to IFRS 9 and IFRS 7 — Contracts Referencing Nature-dependent Electricity. The amendments apply exclusively to contracts that refer to electricity from renewable sources and provide for the following:
— clarifications on the application of the “own use exception” requirements for contracts falling within
the scope;
— changes to the designation requirements for a hedged item in a cash flow coverage report for
in-scope contracts;
— new disclosure requirements to enable investors to understand the effect of such contracts on an entity’s financial performance and cash flows;
The amendments had no impact on the interim condensed consolidated financial statements of the Group.
IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements.
IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.
The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.
IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 45
3. CHANGES TO THE GROUP’S ACCOUNTING POLICIES (CONTINUED)
IFRS 18 Presentation and Disclosure in Financial Statements (Continued) The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group’s financial statements are, as follows:
— Foreign exchange difference will be classified in the category where the related income and expense form the item giving rise to the foreign exchange difference.
— New disclosure will be added: (a) management-defined performance measures; (b) specified expense by nature if expenses are presented by function in the operating category of the statement of profit or loss; and (c) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.
— Interest received and interest paid will be classified in the investing activities and financing activities, respectively, on the statement of cash flows.
ESMA 2025 priorities: financial and sustainability reporting considerations In preparing the 2025 annual financial report, management considered ESMA’s 2025 European Common Enforcement Priorities (ECEP) and related general considerations, with particular attention to geopolitical risks and uncertainties, segment reporting, ESRS materiality assessment and reporting scope and the consistency and connectivity between climate-related disclosures in the Consolidated Sustainability Reporting and the consolidated financial statements.
In relation to geopolitical risks, the Group disclosed potential exposure to market and exchange-rate volatility and commercial frictions. Middle East tensions also affected contract signings, delivery timing and related cash collections in the first quarter of 2026, contributing to temporary cash absorption.
Ferretti identifies a single operating segment; more than 90% of its non-current assets are located in Italy and no individual external customer accounts for 10% or more of Group revenue.
In the first half of 2026, the Group reaffirmed its commitment to integrating ESG (Environmental, Social, and Governance) criteria into its corporate strategies, in line with the sustainability goals outlined in the 2025 report.
The initiatives undertaken focused in particular on the development of a monitoring system for the collection of non-financial data, as well as the implementation of measures aimed at ensuring responsible environmental resource management, promoting diversity and inclusion, and adopting transparent and ethical governance practices.
Notes to the Interim Condensed Consolidated Financial Statements46 | FERRETTI S.P.A. INTERIM REPORT 2026
3. CHANGES TO THE GROUP’S ACCOUNTING POLICIES (CONTINUED)
ESMA 2025 priorities: financial and sustainability reporting considerations (Continued) During the semester, the Group also monitored several key ESG performance indicators, including energy consumption, CO2 emissions, the percentage of women in managerial positions, and the number of training hours provided to staff, in order to assess progress against the established targets.
Based on the assessments described in the 2025 Consolidated Sustainability Reporting, no emerging ESG risks were identified that could significantly affect the Group’s financial position, results of operations or cash flows in current or future periods. The climate-risk analyses found potential physical effects below the Group’s materiality thresholds and no significant climate transition risks.
The double materiality assessment used the same consolidation scope as the consolidated financial statements and considered the Group’s own operations and upstream and downstream value chain.
It involved management and operational functions and assessed IROs on an inherent basis, using severity, likelihood and a threshold mechanism. Material IROs are linked to strategy, business model and the relevant topical ESRS disclosures MG4.1. It is specified that, during the preparation of the 2025 Consolidated Sustainability Reporting, a group of stakeholders was involved in order to incorporate their perspectives and interests into the materiality assessment process.
The Group continues to develop its internal control system for sustainability reporting. The 2025 Consolidated Sustainability Reporting highlights that an analysis of the resilience of the strategy and business model has not yet been carried out and that climate scenarios have not yet been assessed in order to ensure consistency with the main climate-related assumptions used in the financial statements.
In this context, the Group has identified several areas for improvement with the objective of further enhancing compliance in the 2026 Sustainability Reporting, which is already aligned with the European Sustainability Reporting Standards (ESRS).
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 47
4. FINANCIAL RISK MANAGEMENT
The following qualitative information, which is being offered to provide a better understanding of the impact of financial instruments on the Group’s statement of financial position, income statement and Cash Flow Statement, is also designed to explain more clearly the Group’s exposure to the different types of risks associated with financial instruments and the corresponding management policies, as required by IFRS 7.
The table below lists the assets and liabilities by category of measurement:
Financial assets
June 30,
2026December 31,
2025
(unaudited) (audited)
Total financial assets at fair value — — Debt instruments at amortized cost:
Trade receivables 38,288 37,772 Financial assets included in other receivables 6,818 10,635 Other current assets 1,234 3,945 Other non-current assets 2,437 2,789 Total financial assets* 48,777 55,142
* Financial assets, other than cash and short-term deposits
Notes to the Interim Condensed Consolidated Financial Statements48 | FERRETTI S.P.A. INTERIM REPORT 2026
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Financial liabilities
June 30,
2026December 31,
2025
(unaudited) (audited)
Interest-bearing loans and borrowings Bank and other borrowings 1,574 24,911 Lease liabilities 27,686 28,290 Minority Shareholder Loan — — Other 34 20 Total Interest-bearing loans and borrowings 29,293 53,221 Other financial liabilities Derivatives not designated as hedging instruments — — Derivatives designated as hedging instruments — — Financial liabilities at fair value through profit or loss — — Liability arising on business combination 602 579 Total financial instruments at fair value 602 579 Other financial liabilities at amortized cost, other than interest-bearing loans and borrowings Trade and other payables 413,473 435,033 Total other financial liabilities 443,368 488,833
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 49
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Fair Value Measurement The carrying amounts and fair values of Group’s financial instruments, other than those whose carrying amounts are a reasonable approximation of the fair value, are as follows:
June 30, 2026 December 31, 2025
(unaudited) (audited)
Carrying
amountFair
valueCarrying
amountFair
value
Bank and other borrowings 1,574 1,574 24,911 24,911 Lease liabilities 27,686 27,686 28,290 28,290 Minority Shareholders’ loan — — — — Other 34 34 20 20 Liability arising on business combination 602 602 579 579 Total 29,895 29,895 53,800 53,800 The management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, other current assets and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments, therefore they are not detailed in the above and following tables.
The fair values of financial assets and liabilities are included in the amount for which an instrument could be exchanged in a current transaction between consenting parties other than a forced or liquidation sale.
The fair values of the non-current part of bank and other borrowings have been calculated by discounting expected future cash flows using the rates currently available for instruments with similar terms, credit risk and maturities.
IFRS 7 requires that the financial instruments recognized at fair value on the consolidated statement of financial position be classified based on a hierarchical ranking that reflects the reliability of the inputs used to measure fair value. The following levels are used:
i. Level 1 — prices quoted in an active market for the assets or liabilities that are being measured;
ii. Level 2 — inputs other than the quoted prices of Level 1 but which are directly (prices) or indirectly (derived from prices) observable in the market;
iii. Level 3 — inputs that are not based on observable market data.
Notes to the Interim Condensed Consolidated Financial Statements50 | FERRETTI S.P.A. INTERIM REPORT 2026
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Fair Value Measurement (Continued) The table below lists assets and liabilities for which fair values are disclosed:
Financial statement line itemJune 30, 2026 (unaudited) December 31, 2025 (audited) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Bank and other borrowings — 1,574 — 1,574 — 24,911 — 24,911 Lease liabilities — 27,686 — 27,686 — 28,290 — 28,290 Minority Shareholders’ Loan — — — — — — — — Other — 34 — 34 — 20 — 20 Liability arising on business combination — — 602 602 — — 579 579 The liability arising on business combinations under Level 3 for Euro 602 thousand for the six months ended June 30, 2026 and for Euro 579 thousand for the year ended December 31, 2025, refer to the value of the put and call options for the acquisition of the non-controlling interest of Fratelli Canalicchio S.p.A..
Liability arising
on business
combination
non-Current
— Level 3 Liability arising on business combination for Fratelli Canalicchio S.p.A. 579 At December 31, 2025 and January 1, 2026 579 Changes not measured at fair value through profit or loss 23 At June 30, 2026 602
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 51
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Fair Value Measurement (Continued) The financial debt has been calculated based on the agreements with non-controlling interests that links the price of exercise of this put/call option to the financial performance of the subsidiaries and the Net Present Value has been discounted using the rate of 10.0%.
The increase from December 31, 2025 to June 30, 2026 (Euro 23 thousand), is due to the shortening of the remaining period before the exercise of the options.
The following table presents a sensitivity analysis of the liability arising on business combination — Level 3, keeping all other variables constant.
At June 30, 2026
(unaudited)
(in thousand Euro) Change % interest rateLiability arising
on business
combination
non-current
— Level 3
-0.5% 4
+0.5% (4)
Liquidity Risk
The liquidity risk is the risk that an entity may find it difficult to perform obligations arising from financial and trade liabilities in accordance with stipulated terms and due dates.
The Group continuously monitors the cash flow through the planning of the expected cash flows and the necessary financing sources on a weekly basis, over a monthly horizon, taking also into account the seasonality of the Group’s business.
In most of the transactions, the sales policies adopted by the Group continue to call for payment of any contractually owed balances when the boat is delivered and the collection of security deposits and advances in accordance with contractually established schedules, particularly in accordance with the size of the boat.
Notes to the Interim Condensed Consolidated Financial Statements52 | FERRETTI S.P.A. INTERIM REPORT 2026
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Liquidity Risk (Continued) The table below, which provides a quantitative analysis of the liquidity risk, shows a breakdown of future financial flows based on the financial liabilities outstanding as at June 30, 2026 and at the end of the previous fiscal year, with a breakdown of the Group’s financial payables by contractually stipulated due
dates:
Future financial flows
Balance at
June 30, 2026
(unaudited)Less than
3 months4 to 9 months10 to 12 months1 to 5
yearsMore than
5 yearsTotal
Financial
Flows
Bank and other borrowings (excluding lease liabilities) (1,574) (306) (128) (64) (516) (803) (1,817) Minority Shareholders’ Loan — — — — — — — Other (34) (34) — — — — (34) Liability arising on business combination (602) — — — (602) — (602) Lease liabilities (27,686) (3,021) (5,956) (2,910) (17,338) (1,641) (30,866) Trade and other payables (413,473) (321,624) (89,998) (1,851) — — (413,473) Total (443,368) (324,986) (96,082) (4,824) (18,456) (2,444) (446,792) Future financial flows
Balance at
December 31,
2025Less than
3 months4 to 9 months10 to 12 months1 to 5
yearsMore than
5 yearsTotal
Financial
Flows
Bank and other borrowings (excluding lease liabilities) (24,911) (23,468) (200) (100) (622) (880) (25,270) Minority Shareholders’ Loan — — — — — — — Other (20) — — (20) — — (20) Liability arising on business combination (579) — — — (579) — (579) Lease liabilities (28,290) (2,966) (5,852) (2,862) (17,456) (2,217) (31,353) Trade and other payables (435,033) (354,026) (79,425) (1,582) — — (435,033) Total (488,833) (380,460) (85,477) (4,564) (18,658) (3,097) (492,255) The tables above analyze the maximum risk entailed by the financial liabilities (including trade payables).
All flows shown are nominal undiscounted future flows, determined based on the remaining contractual due dates with regard both to principal and interest.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 53
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Liquidity Risk (Continued) Guarantees on loans, consisting of mortgages, are permitted guarantees on the basis of the Facility Agreement not in use as at the Reporting date, as described in Note 32.
There are no financing agreements with suppliers included in Trade and other payables.
Market and Interest Rate Risk This is the risk that the fair value and future financial flows of a financial instrument may fluctuate due to changes in market prices. The market risk includes the following subcategories:
a. Currency risk (the risk that the value of financial instruments may fluctuate due to changes in foreign
exchange rates);
b. Interest rate risk (the risk that the value of financial instruments may fluctuate due to changes in market interest rates);
c. Price risk (the risk that the value of financial instruments may fluctuate due to changes in market prices).
The risk more specifically related to the Group’s business is the risk of fluctuations in exchange rates. This risk relates to the possibility of changes in the Euro amount corresponding to the net foreign currency exposure for invoices issued, outstanding orders and, marginally, invoices payable and cash balances in foreign currency accounts.
The Group is primarily exposed to the exchange rate risk in relation to the US Dollar as a result of the sales made by the subsidiary Ferretti Group of America Llc.
During 2024 and the first half of 2025 no cash flow hedging was done in view of the exchange rate trend.
In any case, as of June 30, 2026 and December 31, 2025, there were no currency forwards in place.
The following table presents a sensitivity analysis, at the end of each of the financial years, of the Group’s profit before tax and equity (excluding losses carried forward) to a reasonably possible change in the exchange rate with the US dollar, keeping all other variables constant.
(in thousand Euro)At June 30, 2026 (unaudited)At December 31, 2025
(audited)
Change % EUR/USD exchange rate+/- Profit before tax +/- Equity+/- Profit before tax +/- Equity -5% (96) 14,041 1,359 13,581 +5% 86 (12,704) (1,230) (12,288) The interest risk is the risk that the value of future financial flows could fluctuate due to changes in market interest rates.
Notes to the Interim Condensed Consolidated Financial Statements54 | FERRETTI S.P.A. INTERIM REPORT 2026
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Market and Interest Rate Risk (Continued) The following is a sensitivity analysis determined on the basis of the exposure as at the reporting dates June 30, 2026 and December 31, 2025 of the Group’s financial debt (assuming that Euribor is above zero, considering the zero-floor condition generally applied to the Group’s main borrowings).
(in thousand Euro) Change in 6M Euribor At June 30, 2026 (unaudited) At December 31, 2025 (audited) (+) (-) (+) (-) (+) (-)
+50 BP -50 BP 147 (147) 155 (155)
+100 BP -100 BP 293 (293) 310 (310)
+200 BP -200 BP 587 (587) 620 (620)
+300 BP -300 BP 880 (880) 930 (930)
Credit Risk
The credit risk is the risk of potential losses due to the inability of counterparties to fulfill commercial or financial obligations. This risk can arise when a counterparty defaults for technical/commercial reasons (disputes about the nature/quality of a product, interpretation of contract clauses, etc.) or when one party causes the other party to incur a loss by failing to comply with an obligation.
In light of the type of customers targeted by the Group’s products and services and the commercial policies it has adopted — which envisage, in most of transactions, that the balance of the contract amount, net of advances collected, is paid before or concurrently with the delivery of the boat — the Group believes that its credit risk is not material. The payment of advances is associated with both the defined contractual due dates and the achievement of production milestones.
At the procedural level, in the limited number of cases in which the sales policies mentioned above are not applicable, the Group’s receivables and the accrued advances to be paid are monitored periodically to verify compliance with contractual payment terms.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 55
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit Risk (Continued) The table below reports residual amounts — i.e., already net of any write-downs — which even if expired at the reporting date (June 30, 2026) are considered fully recoverable:
Balance as at
June 30,
2026
(unaudited)Past due
Not due 30 days 30–60 days 60–90 daysBeyond
90 days
Cash and cash equivalents 122,941 122,941 — — — — Trade receivables* 38,744 32,036 287 860 747 4,814 Other current assets 1,234 1,234 — — — — Financial assets included in other receivables 6,818 6,818 — — — — Financial assets included in other non-current assets 3,246 3,246 — — — — Total at June 30, 2026 (unaudited) 172,983 166,275 287 860 747 4,814 (*) Net of the allowance for doubtful accounts of €4,191 thousand.
Balance as at
December 31,
2025Past due
Not due 30 days 30–60 days 60–90 daysBeyond
90 days
Cash and cash equivalents 159,920 159,920 — — — — Trade receivables* 37,772 29,437 873 541 1,189 5,733 Other current assets 3,945 3,945 — — — — Financial assets included in other receivables 10,635 10,635 — — — — Financial assets included in other non-current assets 2,789 2,789 — — — — Total at December 31, 2025 (audited) 215,062 206,726 873 541 1,189 5,733 (*) Net of the allowance for doubtful accounts of €4,175 thousand.
Notes to the Interim Condensed Consolidated Financial Statements56 | FERRETTI S.P.A. INTERIM REPORT 2026
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit Risk (Continued) The table below reports the amount of trade receivables — i.e., already net of any write-downs — which even if expired at the reporting date (June 30, 2026) are considered fully recoverable. The ageing analysis is presented on the basis of the collection due date of the relevant invoices and categorised into time bands based on analysis used by the management to monitor the Group’s cash flow.
Balance at
June 30,
2026
(unaudited)Past due
Not due 30 days 30–60 days 60–90 daysBeyond
90 days
% 10% 0% 0% 0% 0% 47% Trade receivables 42,935 32,036 287 860 747 9,005 Provision for doubtful accounts (4,191) 0 0 0 0 (4,191) Total at June 30, 2026 (unaudited) 38,744 32,036 287 860 747 4,814
Balance at
December 31,
2025Past due
Not due 30 days 30–60 days 60–90 daysBeyond
90 days
% 10% 0% 0% 41% 1% 40% Trade receivables 41,947 29,437 873 916 1,205 9,517 Provision for doubtful accounts (4,175) 0 0 (375) (16) (3,784) Total at December 31, 2025 (audited) 37,772 29,437 873 541 1,189 5,733
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 57
4. FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit Risk (Continued) The table below reports an analysis of the future financial flows of the trade payables outstanding as at June 30, 2026. The ageing analysis is presented on the basis of the payment terms of the purchasing invoices and categorised into time-bands based on analysis used by the management to monitor the cash flow forecast.
Future financial flows
Balance at
June 30, 2026
(unaudited)Less than
3 months4 to 9 months10 to 12 months1 to 5
yearsMore than
5 years Total Trade payables (409,760) (317,911) (89,998) (1,851) — — (409,760) Future financial flows
Balance at
December 31,
2025Less than
3 months4 to 9 months10 to 12 months1 to 5
yearsMore than
5 years Total Trade payables (431,372) (350,365) (79,425) (1,582) — — (431,372)
CAPITAL MANAGEMENT
The goals of managing the Group’s capital are safeguarding continuing operation and improving financial performance, as indicated by profit before tax, financial charges (Notes 18–20), depreciation and amortization (Note 17), of Euro 91,717 thousand for the six-month period ended June 30, 2026 (December 31, 2025: Euro 201,539 thousand), in addition to maintenance of sound capital ratios in support of its business and maximizing value for shareholders.
The Group manages its financial structure and adjusts it in response to changes in economic conditions and the risk characteristics of the underlying assets.
The Group is not subject to externally imposed capital requirements.
No changes were made to capital management objectives, policies or processes during the current or previous years.
Notes to the Interim Condensed Consolidated Financial Statements58 | FERRETTI S.P.A. INTERIM REPORT 2026
NOTES TO THE MAIN COMPONENTS OF THE INCOME STATEMENT
The following notes provide a review of the individual components of the income statement for the six-month period ended June 30, 2026, compared with corresponding period of prior year.
5. NET REVENUE
The following table provides the breakdown of the item net revenue for the six-month period ended June 30, 2026, compared with the corresponding period of prior year:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Total Revenue from contracts with customers 635,234 676,999 Commissions and other costs related to revenue (31,001) (38,730) Total Net Revenue 604,233 638,269 The table below shows the breakdown of net revenue by production type14:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Composite yachts 211,583 234,403 Made-to-measure yachts 255,518 253,134 Super yachts 91,718 104,444 Other businesses 26,821 28,458 Total Net Revenue without Pre-owned 585,639 620,439 Pre-Owned 18,593 17,829 Total Net Revenue 604,233 638,269
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 59
5. NET REVENUE (CONTINUED)
Net revenue arising from other businesses is broken down below.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Boat brokerage 7,403 4,669 Sales and provision of carpentry products and services 8,820 10,540 Provision of services and sales of replacement parts, merchandise and other goods 8,183 10,128 Other Boats 2,415 3,121 Total Other businesses 26,821 28,458 In accordance with IFRS 15, the Group identified the revenue streams, including the main ones:
— Sale of yachts to order;
— Sale of used boats.
Regarding the sale of yachts to order (sale of composite yachts, made-to-measure yachts and super yachts), the Group considers that the only performance obligation contained in the sales contracts is the building of the vessel, with no significant accessory services or further activities.
This performance obligation is satisfied over time of construction of boats. The payment terms are agreed with the customers on a case by case basis to match cash requirements for the production. Advance payments are agreed with each customer on the basis of the time needed to construct the boats and are paid before the completion of the construction. These contracts do not include obligations for returns, refunds and other similar obligations, however the vessels are covered by a warranty which is included in a range between 12 and 24 months.
“Commissions and other costs related to revenue” mainly represents the costs incurred by the Group for the intermediation activities carried out by the dealers and brokers.
“Boat brokerage” refers to the activity related to yacht brokerage and yacht charters performed by the U.S. subsidiary Allied Marine.
“Sales of carpentry, kinematics, steel products and provision of services” relates to subsidiary Zago S.p.A.
and Fratelli Canalicchio S.p.A., concerning assembly works and wooden furnishings for yachts of over 100 feet produced by third-party sites and cruise ships and automatic kinetic systems for yachts.
Notes to the Interim Condensed Consolidated Financial Statements60 | FERRETTI S.P.A. INTERIM REPORT 2026
5. NET REVENUE (CONTINUED)
“Provision of services and sales of replacement parts, merchandise and other goods” partly refers to the refit activity that the Group carried out, and partly refers to the sales of replacement parts and other assistance services rendered in Italy and worldwide on boats previously sold. In addition, in the first half of 2025 as well the Group continued to sell Riva brand luxury accessories, as part of the Riva Brand Experience project.
The breakdown of net revenue by geographical area8 was as follows:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Europe 252,287 250,680 Mea 163,849 219,918 Apac 29,684 9,719
AMAS 139,819 140,123
Total Net Revenue without Pre-owned 585,639 620,439 Pre-Owned 18,593 17,829 Total Net Revenue 604,233 638,269 In accordance with IFRS 15, net revenue is shown below with a breakdown into obligations fulfilled at a point in time and those that are fulfilled over time.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) At a point in time 44,855 40,853 Over time 559,377 597,416 Total net Revenue 604,233 638,269 8 The geographical breakdown in the Reporting Period refers to breakdown by the dealer’s area of exclusivity or by the customer’s
nationality
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 61
5. NET REVENUE (CONTINUED)
The table below shows the amount of revenue from recognized contract liabilities which had been included among contract liabilities at the beginning of the period:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Revenue from contract liabilities 107,316 131,724 The following table shows the amount of transaction price for existing contracts outstanding at June 30, 2026 which will be converted into revenue from contracts with customers within one year or after one year.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Within one year 428,868 469,347 After one year 136,040 291,497
564,908 760,845
The amounts of transaction prices allocated to the remaining performance obligations which are expected to be recognized as revenue after one year relate to sale of new boats, of which the performance obligation is to be satisfied within two years. All the other amounts of transaction prices allocated to the remaining performance obligations are expected to be recognized as revenue within one year. The amounts disclosed above do not include variable consideration, which is constrained, that is included in contract liabilities.
6. CHANGE IN INVENTORIES OF WORK-IN-PROCESS, SEMI-FINISHED AND FINISHED
GOODS
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Change in inventories of work-in-process, semi-finished and finished goods 33,887 22,268 The change in inventories of work-in-process, semi-finished and finished goods refers to inventories of boats not covered by orders.
Notes to the Interim Condensed Consolidated Financial Statements62 | FERRETTI S.P.A. INTERIM REPORT 2026
7. COST CAPITALIZED
This item, amounting to Euro 18,043 thousand, consists mainly of costs incurred for labor, materials and manufacturing overhead that were capitalized under the item “Models and moulds”. These costs were incurred primarily for the internal production of models and moulds used to build fiberglass-reinforced plastic forms which constitute the hull and other structural elements of the boats classified in this item as per industry practice.
8. OTHER INCOME
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Damage settlements 11,764 213 Income from relationship with suppliers 6,018 5,212 Cost over-accruals 3,242 2,932 Rebilling of miscellaneous costs to customers and dealers 598 765 Rental income 256 215 Gains on sales of assets 24 24 Other 1,769 1,895 Total Other income 23,671 11,257 The item “Income from relationship with suppliers” mainly regards (i) invoices to suppliers due to non-compliance of materials received; (ii) proceeds from sundry activities not directly connected with shipbuilding such as income from promotional, marketing and co-branding agreements entered into with other internationally-renowned firms; and (iii) the contributions received from suppliers which co-operate with the Group.
The item “Damage settlements” refers primarily to the insurance income related to damages occurred to some moulds during a fire in the warehouse of a supplier for €11,535 thousand.
The item “Cost over-accruals” mainly refers to differences on cost forecasts recorded in the previous years for the supplies of services and raw materials, whose final account proved to be lower.
9. RAW MATERIALS AND CONSUMABLES USED
This item for the six-month period ended June 30, 2026 is equal to Euro 292.5 million (Euro 288.8 million for the six-month period ended June 30, 2025) primarily reflects purchases of raw and ancillary materials and the change for the six-month period in the corresponding inventories.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 63
10. CONTRACTORS COSTS
This item for the six-month period ended June 30, 2026 is equal to Euro 126.7 million (Euro 142.4 million for the six-month period ended June 30, 2025) consists mainly of the costs incurred to outsource certain phases of the production process. This is because the boat building process can include the use of external companies as contractors for the construction and assembly of onboard equipment installed in Group boats.
11. COSTS FOR TRADE SHOWS, EVENTS AND ADVERTISING
The main components of this item are advertising and promotional expenses and expenses incurred to attend industry trade shows. This item also includes costs of communication and image consulting. For the six-month period ended June 30, 2026 the item is equal to Euro 9,784 thousand and Euro 9,335 thousand for the six-month period ended June 30, 2025.
12. OTHER SERVICE COSTS
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Transportation and customs clearing costs 15,720 16,286 Technical consulting 5,360 6,174 Tax, legal and administrative consulting services 4,990 4,072 Insurance 4,643 4,837 Utilities 4,521 4,916 Entertainment expenses 3,062 2,505 Maintenance 2,975 2,827 Travel and per diem expenses 2,481 1,738 Fees paid to members of corporate governance bodies 1,841 2,578 Recruiting and training costs 1,713 1,650 Other 18,215 12,144 Total other service costs 65,521 59,728 The item “Transportation and customs clearing costs” amounting to Euro 15,720 thousand refers mainly to raw materials and components transport costs for Euro 12.1 million.
The item “Technical consulting” amounting to Euro 5,360 thousand refers to consultancy on production issues and services rendered by engineering firms and designers with regard to the design of boats and new models of vessels, interiors and other studies and research bearing on the shipbuilding process. It also includes the costs of certifications or services from other entities of a technical nature.
Notes to the Interim Condensed Consolidated Financial Statements64 | FERRETTI S.P.A. INTERIM REPORT 2026
12. OTHER SERVICE COSTS (CONTINUED)
The item “Tax, legal and administrative consulting services” mainly included Euro 1,456 thousand for legal advice and notaries’ fees and Euro 1,620 thousand relating to administrative consulting, including accounts auditing, and tax assistance. Moreover, Euro 408 thousand referred to IT consulting.
In the six-month period ended June 30, 2026, “Fees paid to members of corporate governance bodies” included Euro 1,690 thousand for fixed and variable compensation, benefits and social contribution paid to Directors, as well as Euro 90 thousand in fees paid to Statutory Auditors and Euro 61 thousand for the Supervisory Body.
The item “Recruiting and training costs” mainly refers to the costs incurred by Group companies for the Company canteen and meal vouchers (as provided for contractually), as well as remuneration for project workers and the costs of training.
The item “Other” consists mainly of costs incurred for services of various types, such as outsourced services for approximately Euro 8.5 million, services related to brokerage activities for Euro 4.4 million, security services for Euro 600 thousand, janitorial services for Euro 2.8 million, industrial reclamation and discharges for Euro 1.1 million.
13. RENTALS AND LEASES
The Group recognized the right-of-use assets and the lease liabilities, excluding short-term leases and leases related to low-value assets. The right-of-use assets of most lease contracts were recognized based on the carrying amount, discounted using the incremental borrowing rate. For some lease contracts, the right-of-use assets were recognized based to the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to the lease previously recognized. Lease liabilities were recognized at the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of first-time application.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Short-term rentals and leases 2,823 2,015 Rentals and leases for low-value assets 959 1,391 Royalties 2,851 2,608 Total rentals and leases 6,634 6,014
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 65
14. PERSONNEL COSTS
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Wages and salaries 53,911 55,530 Social security contributions 18,133 18,449 Non-current employee benefits and other provisions 3,431 3,471 Total personnel costs 75,475 77,450
15. OTHER OPERATING EXPENSES
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Cost under-accruals 1,223 1,569 Settlement agreements 1,185 1,063 Taxes and fees other than income taxes 993 947 Memberships in trade associations 547 520 Employee benefits 433 20 Re-billable costs 236 247 Advertising and promotional material 198 136 Charity 109 110 Losses on receivables 95 0 Sundry operating costs 387 492 Total other operating expenses 5,405 5,105 The item “Cost under-accruals” refers mainly to the higher costs incurred during the financial year in excess of the provisions recognized in the financial year ended December 31, 2025 for supplies pertaining to the previous years.
The item “Settlement agreements and damage compensation” related to some private agreements entered into in the course of the six-month period ended June 30, 2026.
The item “Taxes and fees other than income taxes” includes the cost of IMU (municipal property tax), stamp duty, Tari (waste tax) and other minor taxes.
The item “Sundry operating costs” includes mainly gifts, fines, stamp duties, etc.
Notes to the Interim Condensed Consolidated Financial Statements66 | FERRETTI S.P.A. INTERIM REPORT 2026
16. PROVISIONS AND IMPAIRMENT
This item is presented net of utilizations and releases to income made during the six-month period ended June 30, 2026 and 2025.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Allocations to the provision for product warranties 7,202 8,717 Provision for miscellaneous risks, net (1,056) (1,613) Allocations to the provision for doubtful accounts 11 300 Total provisions and impairment 6,156 7,405
17. DEPRECIATION AND AMORTIZATION
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Depreciation of property, plant and machinery 26,894 26,459 Depreciation of rights-of-use assets 5,697 5,728 Amortisation of intangible assets 3,393 2,801 Total depreciation and amortisation 35,984 34,988 Reference should be made to the tables on property, plant and equipment, as well as intangible assets for additional details.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 67
18. FINANCIAL INCOME
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Interest income from banks 362 586 Interest and other financial income 1 44 Total financial income 362 630
19. FINANCIAL EXPENSES
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Interests on banks and other loans (702) (582) Interest on lease liabilities (375) (376) Interest on provision for severance benefits and pensions (110) (101) Other financial expenses (402) (395) Total financial expenses (1,589) (1,454)
20. FOREIGN EXCHANGE GAINS/(LOSSES)
As at June 30, 2026, the Group does not have exchange rate risk hedging contracts in force; as a result, creditor and debtor balances denominated in foreign currency are subject to changes on the basis of the exchange rates in force at June 30, 2026.
Notes to the Interim Condensed Consolidated Financial Statements68 | FERRETTI S.P.A. INTERIM REPORT 2026
21. INCOME TAX
As shown in the table that follows, the “Income tax” amount for the six-month period ended June 30, 2026 was a tax expense of Euro 16,606 thousand, as detailed below:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Corporate income tax (IRES) (9,481) (4,734) Regional tax (IRAP) (2,334) (2,656) Federal taxes and other foreign taxes (992) (341) Total current taxes (12,807) (7,730) Prior-year taxes — (4) Deferred taxes (3,798) (12,046) Total income tax (16,606) (19,780) For the preparation of the interim condensed consolidated financial statements, the Group determined the expected effective tax rate on the basis of the estimated taxable income of the Italian entities, including both companies participating in the Italian tax consolidation regime (Ferretti S.p.A. and Zago S.p.A.) and companies outside such regime, applying the statutory IRES tax rate of 24% (IRES is the Italian Income tax).
Similarly, for IRAP purposes (IRAP is an Italian regional income tax), the Group determined the expected annual effective tax rate based on the estimated regional tax base of the relevant entities. The calculation reflects the increase in the applicable statutory tax rate in several Italian regions where the Group operates, from 3.9% in the previous year to 4.2% in the current reporting period.
For in the United States based companies, federal and state taxes of Euro 992 thousand are due, as a result of the taxable income generated during the period.
The amount of the deferred taxes is mainly attributable to change in certain risk provisions amounting to Euro (2,006) thousand and to other differences amounting to Euro (3,160) thousand in aggregate (Note 31).
The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognizes nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.
On December 28, 2023, the government of Italy enacted the Pillar Two income taxes legislation effective from January 1, 2024 (see Legislative Decree no. 209/2023 and the subsequent Ministerial Decrees, hereinafter “the Italian Pillar Two rules”).
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 69
21. INCOME TAX (CONTINUED)
According to the Pillar Two model rules published by the OECD, Shandong Heavy Industry Group (“SHIG”) — located in China for tax purposes — would qualify as Ultimate Parent Entity (“UPE”) as it consolidates all its subsidiaries on a line-by-line basis. As a consequence, the Pillar Two perimeter has been identified with all the entities that are included on a line-by-line method in the Consolidated Financial Statements of SHIG, including Ferretti S.p.A. and its subsidiaries (“Ferretti sub-group”). Even if China has not yet implemented the Pillar Two discipline, SHIG, as the UPE, is in charge of the calculation of the jurisdictional effective tax rate according to the Pillar Two Rules as data owner for the whole Group with reference to Transitional CbCR Safe Harbours (“TSH”) and jurisdictional ETR calculations.
According to the Italian Pillar Two rules, Ferretti S.p.A. qualifies as the partially-owned parent entity (“POPE”), as (i) it owns profit rights in other entities that are included in the Consolidated Financial Statements of SHIG and (ii) more than 20% of its profit rights are held by entities that are not included in this consolidation perimeter and it is required to pay, in Italy, the top-up tax (if any) up to their allocable share in its subsidiaries which are located in low-taxed jurisdictions with effective tax rate less than 15%).
SHIG has performed an assessment of the TSH based on the group’s entities accounting data for the fiscal year 2025 and no significant impact in terms of potential top up tax related to the Income Inclusion Rule (“IIR”) is expected for the Ferretti sub-group and the same impact is expected for the six months ended June 30, 2026.
Based on the information provided by the UPE SHIG, no additional tax would be due in Italy under the Undertaxed Payments Rule (“UTPR”) with reference to the 2025 financial year and the six months ended June 30, 2026.
This preliminary assessment has been performed considering a number of technical positions based on the content of the TSH rules and other guidelines currently available. In this regard, considering the lack of specific interpretations and explanations by the OECD, the EU Directive, the Italian law, such technical positions shall be confirmed once the expected clarifications will be provided at OECD, EU and domestic level.
The Group is continuing to assess the impact of the Pillar Two income taxes legislation on its future financial performance.
Notes to the Interim Condensed Consolidated Financial Statements70 | FERRETTI S.P.A. INTERIM REPORT 2026
NOTES TO THE MAIN ASSET ITEMS
The following Notes provide a breakdown of the individual components of the consolidated statement of financial position as of June 30, 2026 compared with December 31, 2025.
CURRENT ASSETS
22. CASH AND CASH EQUIVALENTS
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Bank and postal accounts 122,915 159,905 Cash and securities on hand 26 16 Total cash and cash equivalents 122,941 159,920 The items listed above can be converted readily into cash and are not exposed to a significant risk that may change their value. There are no obligations or restrictions on use.
Amounts collected and held in escrow accounts are classified as current assets, under the line item “Other current assets”.
The carrying amount of “Cash and cash equivalents” is deemed to be aligned with their fair value at the reporting date.
The credit risk related to liquid assets is very limited because the counterparties are major national and international banking institutions and the currency of the cash and cash equivalents were mainly denominated in Euro (for details see Note 4).
23. TRADE AND OTHER RECEIVABLES
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Trade receivables 38,744 37,772 Other receivables 32,105 30,372 Total trade and other receivables 70,849 68,145
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 71
23. TRADE AND OTHER RECEIVABLES (CONTINUED)
Trade receivables
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Accounts receivable from customers 42,935 41,948 (Less) Provision for doubtful accounts (4,191) (4,175) Total trade receivables 38,744 37,772 The item “Accounts receivable from customers” as at June 30, 2026 relates primarily to sales and services other than boat sales, for which the balance is generally received before delivery based on the contractual terms and conditions in force. Therefore, they refer to paid after-sales services, sales of material and spare parts, merchandising and provision of joinery works. These are considered to be receivable within 12 months.
The provision for doubtful accounts, calculated by the Group in compliance with IFRS 9, changed as follows in the two years of reference:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) At beginning of year 4,175 3,725 Impairment losses, net 17 606 Amount written off as uncollectible (1) (156) At end of period 4,191 4,175 An impairment analysis is performed at the end of each of the reporting dates to measure expected credit losses. The provision rates are based on the aging for each specific customer. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
For the ageing analysis of trade receivables by the due date and net of the provision for doubtful accounts, refer to Note 4 “Management of Financial Risks”.
In view of the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk.
Notes to the Interim Condensed Consolidated Financial Statements72 | FERRETTI S.P.A. INTERIM REPORT 2026
23. TRADE AND OTHER RECEIVABLES (CONTINUED)
Other receivables
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Other tax receivables 1,881 5,127 Accruals, deferrals and other receivables 30,224 25,245 Total other receivables 32,105 30,372 The item “Other tax receivables” mainly refers to value-added tax.
The item “Accruals, deferrals and other receivables” may be broken down as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Receivables owed by social security institutions 395 352 Commissions advances 9,125 6,629 Advances, prepayments and sundry receivables from suppliers 11,373 11,717 Others 59 148 Accruals and deferrals 9,271 6,400 Total accruals, deferrals and other receivables 30,224 25,245 The item “Receivables owed by social security institutions” as at June 30, 2026 refers mainly to receivables from the Italian workman’s compensation agency (INAIL) of Euro 181 thousand, for advances and payments to employees, as well as, for the residual amount, advances against the Redundancy Fund paid to employees on behalf of the Italian social security administration (INPS), still to be refunded for Euro 2 thousand.
The balance relating to “Advances, prepayments and sundry receivables from suppliers” as at June 30, 2026 mainly refers for about Euro 3,810 thousand of advances already paid for the main industry trade shows to be held in the next months of 2026, in addition to advances paid to suppliers for services that have not yet been completed or work progress payments for goods not yet delivered.
Income tax recoverable As at June 30, 2026 Income tax recoverable includes mainly tax credits recognized under Italian incentive laws (“Industria 4.0”) for Euro 1,093 thousand by some Group subsidiaries.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 73
24. CONTRACT ASSETS
“Contract assets” consist of the amount payable by customers arising from contracts completed at the end of this accounting period, stated net of contract liabilities.
“Contract assets” are measured over time since they meet all the requirements set out in IFRS 15 and are recognized using the input method according to the percentage completed.
The following table provides the breakdown arising from “Contract assets” as at June 30, 2026, compared to those at December 31, 2025.
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Gross value of contract assets 881,435 899,361 Advances collected (703,762) (674,337) Total contract assets 177,673 227,024
25. INVENTORIES
30/06/2026 31/12/2025
(unaudited) (audited)
Gross valueAllowance
for write-
downsNet
amount Gross valueAllowance
for write-
downsNet
amount
Raw materials and components inventory 65,782 (6,898) 58,884 70,008 (7,311) 62,697 Work in progress and semi-finished goods 225,376 225,376 176,714 176,714 New boats 170,281 170,281 179,947 0 179,947 Used boats 32,413 (15,352) 17,061 39,162 (16,115) 23,047 Total inventories 493,853 (22,250) 471,603 465,831 (23,426) 442,405 The item “Raw materials and components inventory” is adjusted by an allowance for write-downs of Euro 6,898 thousand as at June 30, 2026 (Euro 7,311 thousand at December 31, 2025) that reflects an estimate of slow-moving and/or potentially obsolete inventory items.
“Work in progress and semi-finished goods” includes boats not covered by orders at the end of the year.
“New boats”, refers to boats not covered by orders, whose production had been completed at the closing date of the financial year.
Notes to the Interim Condensed Consolidated Financial Statements74 | FERRETTI S.P.A. INTERIM REPORT 2026
25. INVENTORIES (CONTINUED)
The carrying amount of the used boats was adjusted by means of an allowance for write-downs of Euro 15,352 thousand, in order to bring the purchase cost down to its estimated realizable value.
The expected time for inventories to be recovered is as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Within one year 387,809 376,821 Beyond one year 83,794 65,584 Total inventories 471,603 442,405
26. ADVANCES ON INVENTORIES
“Advances on inventories” refers to the advances that the Group pays to its suppliers for purchases of raw materials.
27. OTHER CURRENT ASSETS
The “Other current assets” was Euro 1,234 thousand as at June 30, 2026 detailed as follow:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Escrow accounts 889 3,575 Incidental borrowing costs 344 369 Total Other Current Assets 1,234 3,945 The escrow accounts for Euro 889 thousand as at June 30, 2026 refers to the deposits received by the subsidiary Allied Marine Inc. for its brokerage service (Euro 3,575 thousand at December 31, 2025). These funds, which are provided by customers upon the signing of an order, are held in escrow until the boat is delivered to the corresponding customer.
The “Incidentals borrowing costs” refer for Euro 344 thousands to the committed “Revolving Credit Facility” finalized on July 26, 2024 and available until July 2029 (Note 32).
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 75
NON-CURRENT ASSETS
28. PROPERTY, PLANT AND EQUIPMENT
Movements in this item in the six-month period ended June 30, 2026 compared with the same corresponding period for 2025 of prior year were as follows:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) At January 1, 2026 and January 1, 2025 (audited) Cost 1,029,000 953,673 Accumulated depreciation (544,181) (492,812) Net carrying amount at January 1, 2026 and January 1, 2025, net of accumulated depreciation (audited) 484,819 460,861 Additions — owned assets 28,629 35,656 Additions — right of use assets 5,701 11,008 Disposals (12) (4) Depreciation — owned assets (26,894) (26,459) Depreciation — right of use assets (5,697) (5,728) Exchange realignment (389) (1,122) At June 30, 2026 (unaudited) and June 30, 2025 (unaudited), net of accumulated depreciation 486,158 474,211 Cost 1,062,966 994,262 Accumulated depreciation (576,808) (520,051) Net carrying amount 486,158 474,211
Notes to the Interim Condensed Consolidated Financial Statements76 | FERRETTI S.P.A. INTERIM REPORT 2026
28. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
As at June 30, 2026, the net carrying amounts of land and buildings, plant, machinery and equipment, and other equipment and vehicles included right-of-use assets amounting to Euro 17,352 thousand, Euro 1,813 thousand and Euro 2,728 thousand, respectively.
As at June 30, 2025, the net carrying amounts of land and buildings, plant, machinery and equipment, and other equipment and vehicles included right-of-use assets amounting to Euro 21,072 thousand, Euro 1,836 thousand and Euro 1,104 thousand, respectively.
As at June 30, 2026, the Group did not identify any impairment indicator for property, plant and equipment.
As at June 30, 2026, no commitment was reported (Note 47).
29. INTANGIBLE ASSETS
Movements in this item in the six-month period ended June 30, 2026 compared with the same corresponding period for 2025 of prior year were as follows:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) At January 1, 2026 and January 1, 2025 (audited) Cost 349,903 337,754 Accumulated amortization (64,533) (57,304) Net carrying amount at January 1, 2026 and January 1, 2025, net of accumulated amortization (audited) 285,369 280,450 Additions 1,950 6,631 Disposals — (1,845) Amortization (3,393) (2,802) Exchange realignment 715 (28) At June 30, 2026 (unaudited) and June 30, 2025 (unaudited), net of accumulated amortization 284,641 282,406 Cost 352,568 342,512 Accumulated amortization (67,927) (60,106) Net carrying amount 284,641 282,406
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 77
29. INTANGIBLE ASSETS (CONTINUED)
Impairment test on indefinite useful life intangible assets As required by IAS 36, “Impairment of Assets,” intangible assets with indefinite useful lives are not amortized, but they are tested for impairment at least once per year.
IAS 36 also requires an entity to assess at each reporting date whether there are indications of impairment for any other assets recognized in the statement of financial position.
As of June 30, 2026, in consideration of the order intake, the revenue and the adjusted EBITDA recorded by the Group in the six-month period ended June 30, 2026, the updated calculation of Discount rate (WACC) and the results of the impairment test performed at December 31, 2025 (including sensitivities), the Group did not identify any impairment indicator in relation to Cash Generating Units (trademarks) and therefore no impairment test has been performed on those. As concern goodwill, please refer to what is mentioned in the following paragraph.
Goodwill
Goodwill is related to the investment in the subsidiary Zago S.p.A., the subsidiary Ferretti Group (Monaco) S.a.M. and Fratelli Canalicchio S.p.A., as shown in the table below:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Zago S.p.A. 3,100 3,100 Ferretti Group (Monaco) S.a.M. 1,299 1,299 Fratelli Canalicchio S.p.A. 2,699 2,699 Total goodwill 7,097 7,097
Notes to the Interim Condensed Consolidated Financial Statements78 | FERRETTI S.P.A. INTERIM REPORT 2026
29. INTANGIBLE ASSETS (CONTINUED)
Trademarks
A breakdown of the value of “Trademarks” as at June 30, 2026 is as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Ferretti Yachts 95,318 95,318
CRN 46,528 46,528
Custom Line 36,718 36,718 Riva 30,848 30,848 Wally 25,434 25,434 Pershing 8,609 8,609 Easy Boat 9 9 Costs for trademark protection 1,797 1,684 Total trademarks 245,262 245,150 Other Intangible Assets
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Concessions 15,075 14,406 Intellectual property rights 16,430 18,318 Software 776 399 Total other intangible assets 32,282 33,122 This item includes:
— “Concessions” refers chiefly to (i) for a net book value of Euro 12,485 thousand, the costs incurred to acquire an area of approximately 17,000 sq.m. of the Ravenna shipyard pursuant to a public land-use concession, used as a dry dock and a quay with docks and launching structure. The Group applied for a new concession for the same area, with an increase of the quay for the construction of piers and partial filling of the dry dock that was approved by the competent Authority in November 2024 for a period of 40 years, which is in the process of being formally signed; (ii) the costs incurred to acquire docking rights until 2053 in a marina located in Cattolica within the framework of the Detailed Public Initiative Plan for Port Facilities in the Municipality of Cattolica, for a net book value of Euro 555 thousand; (iii) the docking right in the marina Porto Mirabello, in the Gulf of La Spezia, the net value of the investment is Euro 565 thousand; the right will remain valid until 2067; (iv) the costs incurred to requalification of some docking in the Ancona shipyard, for a net book value of Euro 840 thousand;
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 79
29. INTANGIBLE ASSETS (CONTINUED)
Other Intangible Assets (Continued) — “Intellectual property rights” with a net book value of Euro 16,430 thousand include the costs of the projects carried out by the Group, which extended to the main business areas, in view of constant improvement and complete integration of the various Group companies operating in Italy and abroad, as part of the reorganization of the Group initiated in previous years. This item also includes the design work to develop naval platforms for the construction of the CRN models. The Group conducted research and development on innovative solutions for each model to be applied to all units built. In particular, the projects being developed include: the creation of special gates, built on land before the steel boat structure arrives in the shipyard; standardization of the plant processes;
study of the installation of plastic pipes to optimize footprint; development of an engine room optimized for the passage of pipes and conduits; and the study and development of light-weight furnishings, with support from the Engineering Department.
— the residual value of the item “Other intangible assets” Euro 776 thousand referred to the net value of licenses for new IT applications and the net value of patents.
30. OTHER NON-CURRENT ASSETS
A breakdown of this item is as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Equity investments designated at fair value through income statement 5 5 Deposits 1,707 1,814 Commissions advances 2,080 3,925 Other assets 783 1,152 Incidental borrowing costs 806 875 Total other non-current assets 5,382 7,772 a) Equity investments The balances mainly include equity investment in industry consortia.
b) Commissions advances The balances mainly refer to advances on commissions paid on the basis of interim receipts from customers for boats that will be delivered after the following year.
c) Other assets The item “Other assets” mainly refers to prepaid expenses due after period-end.
Notes to the Interim Condensed Consolidated Financial Statements80 | FERRETTI S.P.A. INTERIM REPORT 2026
30. OTHER NON-CURRENT ASSETS (CONTINUED)
d) Incidents borrowing costs The item “Incidentals borrowing costs” refers for Euro 806 thousands to the expenses borne for the signing of the agreement for a new committed “Revolving Credit Facility” finalized on July 26, 2024 and available until July 2029 (Note 32).
31. DEFERRED TAX ASSETS/LIABILITIES
The movements of deferred tax assets for the six-month period ended June 30, 2026 are as follows:
(in thousands Euro) ProvisionsInventory
write-downsProvision
for doubtful
accountsDifferences in
depreciation
and
amortization
for reporting
rather than
tax purposesGoodwill
relevant for
income tax
purposes Tax lossesOther sundry
differences Total
At December 31, 2025 and January 1, 2026 (audited) 17,486 6,166 645 10,697 742 570 760 37,065
Credited/(charged) to:
profit or loss (2,006) (155) (0) (270) — (184) (544) (3,160) Used — — — — — — — — other reserves — — — — — — — — At June 30, 2026 (unaudited) 15,481 6,010 644 10,426 742 386 216 33,905 The movements of deferred tax liabilities for the six-month period ended June 30, 2026 are as follows:
(in thousands Euro)Depreciation of land and
other assets
valued at
less than
516/k Trademarks Leases Others Total At December 31, 2025 and January 1, 2026 (audited) 1,330 61,311 5,089 4,616 72,346
Charged/(credited) to:
profit or loss — — (65) 703 638 other comprehensive income and reserves — — — 75 75 At June 30, 2026 (unaudited) 1,330 61,311 5,024 5,394 73,059
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 81
31. DEFERRED TAX ASSETS/LIABILITIES (CONTINUED)
The movements for the year ended December 31, 2025 are as follows:
(in thousands Euro) ProvisionsInventory
write-downsProvision
for doubtful
accountsDifferences in
depreciation
and
amortization
for reporting
rather than
tax purposesGoodwill
relevant for
income tax
purposes Tax lossesOther sundry
differences Total
At December 31, 2024 and January 1, 2025 (audited) 18,457 5,029 614 12,830 734 11,987 985 50,637
Credited/(charged) to:
profit or loss (971) 1,137 31 (2,134) 8 (11,417) (225) (13,571) other reserves — — — — — — — — At December 31, 2025 (audited) 17,486 6,166 645 10,697 742 570 760 37,065 (in thousands Euro)Depreciation of land and
other assets
valued at
less than
516/k Trademarks Leases Other Total At December 31, 2024 and January 1, 2025 (audited) 1,315 60,659 5,163 2,697 69,835
Charged/(credited) to:
profit or loss 14 652 (74) 1,777 2,369 other comprehensive income — — — 192 192 Exchange differences — — — (49) (49) At December 31, 2025 (audited) 1,330 61,311 5,089 4,616 72,346
Notes to the Interim Condensed Consolidated Financial Statements82 | FERRETTI S.P.A. INTERIM REPORT 2026
31. DEFERRED TAX ASSETS/LIABILITIES (CONTINUED)
For the purpose of their presentation in financial statements, some tax assets and liabilities have been set off each other in the statement of financial position. Below is an analysis of Group’s deferred tax assets:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Deferred tax assets 33,905 37,065 Deferred tax liabilities (73,059) (72,346) Total deferred tax assets/(liabilities) (39,156) (35,282) The payment of dividends by the Company to its shareholders did not entail related tax effects.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 83
NOTES TO THE MAIN LIABILITIES AND EQUITY ITEMS
CURRENT LIABILITIES
32. MINORITY SHAREHOLDERS’ LOAN AND BANK AND OTHER BORROWINGS
30/06/2026 31/12/2025
(unaudited) (audited)
Effective
interest rate Maturity AmountEffective interest rate Maturity Amount
Euribor* Euribor*
Due to banks — secured +1,6 2027 184 +1,6 2026 184 Due to banks — unsecured 1,0–3,5 2027 260 1,0–3,5 2026 1,189 Due to banks net of incidental borrowing costs 445 1,373 Lease liabilities 1,7–6,6 2055 10,837 1,7–6,6 2055 10,651 Due for maturity factor 0 22,230 Minority Shareholders’ Loan 0 0 Others 34 20 Total short-term financial payables 11,316 34,274
30/06/2026 31/12/2025
(unaudited) (audited)
Effective
Interest rate Maturity AmountEffective Interest rate Maturity Amount
Euribor* Euribor*
Due to banks — secured +1,6 2030 1,135 +1,6 2030 1,229 Due to banks — unsecured 1,0–3,5 2026 0 1,0–3,5 2026 80 Due to banks net of incidental borrowing costs 1,135 1,309 Lease liabilities 1,7–6,6 2055 16,848 1,7–6,6 2055 17,639 Liabilities arising on Business Combinations 602 579 Total medium-/long-term financial payables 18,585 19,527 Total bank and other borrowings 29,901 53,801 (*) If Euribor is lower than zero, Euribor should be deemed equal to zero.
Notes to the Interim Condensed Consolidated Financial Statements84 | FERRETTI S.P.A. INTERIM REPORT 2026
32. MINORITY SHAREHOLDERS’ LOAN AND BANK AND OTHER BORROWINGS
(CONTINUED)
The item Others refers to the residual portion of dividends payable for which payment instructions from shareholders are still pending.
The bank debt refers to several revolving facilities and term loan facilities related to the subsidiaries Zago S.p.A. and Fratelli Canalicchio S.p.A..
As at June 30, 2026, the Company has in place a revolving facility, agreed on July 26, 2024, with a pool of banks including Banco BPM S.p.A., BPER Banca S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A. to support the Company in its growth path by financing, if necessary, the working capital.
The revolving line is committed for a total amount of Euro 160 million and a duration of 5 years from the date of signature of the Loan Agreement.
The Loan Agreement is subject to a financial covenant relating a compliance to the leverage ratio of Total Net Debt (as defined in the Loan Agreement) to EBITDA (as defined in the Loan Agreement), to be calculated at consolidated level on a yearly basis (test date December 31, of each year); this ratio cannot exceed a threshold of 2.5x on the test date.
The Group can not create guarantees on its assets otherwise provided by the Loan Agreement.
In addition, the Loan Agreement provides, in case of utilisation, an annual clean-down period, for a minimum of three consecutive business days (it being understood that no fewer than three months may elapse between one clean-down period and another) and includes several mandatory early repayment clauses in certain circumstances.
The interest rate applicable to the Loan is equal to the sum of the EURIBOR and the applicable spread (0.90% on annual bases).
No guarantee has been provided on the Group’s real estate or other assets and there are no commitments for that.
The revolving line is not in use as at June 30, 2026 and all covenants had been fulfilled at the first date of test as at December 31, 2025.
The item “Liabilities arising on Business Combinations” of Bank and other borrowings refers for Euro 602 thousand to the value of the put and call options for the acquisition of the non-controlling interest of Fratelli Canalicchio S.p.A., exercisable from September 2027 to September 2028.
With regard to the analysis of bank and other borrowings based on maturity, please refer to Note 3 “Financial risk management”.
All borrowings are denominated in Euro.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 85
33. TRADE AND OTHER PAYABLES
The table below sets forth a breakdown of the Group’s trade and other payables as of the dates indicated:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Trade payables 409,760 431,372 Other payables 50,360 49,606 Total trade and other payables 460,120 480,979
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Trade and other payables — current 458,284 478,892 Trade and other payables — non-current 1,837 2,087 Total trade and other payables 460,120 480,979 a. Trade payables A breakdown of this item is as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Accounts payable to suppliers 409,760 431,372 Total trade payables 409,760 431,372 The item “Accounts payable to suppliers” relates to the amount due to suppliers for ordinary commercial supplies of services and materials, at arm’s length.
For the ageing analysis of future flows of trade payables, based on their maturity, please refer to Note 4 “Financial Risk Management”.
Notes to the Interim Condensed Consolidated Financial Statements86 | FERRETTI S.P.A. INTERIM REPORT 2026
33. TRADE AND OTHER PAYABLES (CONTINUED)
b. Other payables
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Payables due to pension and social security institutions 13,472 13,905 Amounts payable to employees 23,464 23,147 Amounts payable to directors 196 509 Other tax payable 5,229 3,958 Miscellaneous payables 3,670 3,592 Accrued expenses 762 752 Deferred income 1,730 1,657 Deferred income — non current 1,837 2,087 Total other payables 50,360 49,606 The item “Payables due to pension and social security institutions” reflects the amounts owed to these institutions as at June 30, 2026 by Group companies and their employees for the June payroll and for accrued and deferred remuneration.
The item “Amounts payable to employees” refers to the June payroll to be paid in the following month and to the liability for accrued and unused vacations and personal days, as well as to the accrued portion of the performance and production bonus.
The item “Amounts payable to directors” refers to remuneration which has accrued but was not yet paid as of June 30, 2026.
The item “Other tax payable” chiefly refers to taxes withheld accrued that will be paid in July 2026.
The items “Accrued expenses” and “Deferred income” consists mainly of insurance premiums and other transactions recognized on an accrual basis.
The item “Deferred income — non current”, totaling Euro 1,837 thousand as at June 30, 2026, relates mainly to tax credits for Euro 1,819 thousand and for Euro 18 thousand to prepayments of public grants received by the Group. Said deferred income was classified under “Non-current liabilities” for the portion due after the following year. The grants will be recognized in the income statement along with the amortization periods of the corresponding assets once the underlying framework agreements expire.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 87
34. CONTRACT LIABILITIES
“Contract liabilities” equal to Euro 104,249 thousand as of June 30, 2026 and Euro 128,415 thousand as of December 31, 2025 include amounts paid by customers for orders not yet fulfilled, based on the sales conditions normally applied. More specifically, this item represents both the part of advances exceeding production already completed and the part of advances received and for which the order has not progressed as at the reporting date.
35. INCOME TAX PAYABLE
The item “Income tax payable” equal to Euro 21,568 thousand as of June 30, 2026 and Euro 9,225 thousand as of December 31, 2025 refers to income taxes accrued.
NON-CURRENT LIABILITIES
36. BANK AND OTHER BORROWINGS
For a description of this item, reference should be made to Note 32 above.
37. PROVISIONS
The table below shows the changes that occurred in “Provisions” during the six-month period ended June 30, 2026 and the year ended December 31, 2025:
(in thousands Euro)Provision
for product
warrantiesProvisions for
miscellaneous
risksTotal
provisions
Balance at January 1, 2026 25,812 40,969 66,783 Additions 7,202 15,646 22,847 Utilisations during the period (10,001) (19,546) (29,547) Total at June 30, 2026 23,013 37,069 60,084 (in thousands Euro)Provision
for product
warrantiesProvisions for
miscellaneous
risksTotal
provisions
Balance at January 1, 2025 (audited) 32,180 38,870 71,050 Additions 12,116 25,803 37,919 Utilisations during the period (18,482) (23,704) (42,186) Total at December 31, 2025 (audited) 25,812 40,969 66,783
Notes to the Interim Condensed Consolidated Financial Statements88 | FERRETTI S.P.A. INTERIM REPORT 2026
37. PROVISIONS (CONTINUED)
a. Provision for product warranties The “Provision for product warranties” reflects the best possible estimate based on available information of the warranty obligations that may be incurred after the reporting date for products sold before that date.
The amount added annually to this provision, for all Group companies, is based on past experience and future expectations and takes into account new-product launches and the impact of a warranty period of 24 months, even though virtually all warranty claims are received within the first 12 months after a product is sold. A portion of the provision for product warranties is classified as non-current.
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Current portion 17,713 16,435 Non-current portion 5,300 9,377 Total provision for product warranties 23,013 25,812 b. Provisions for miscellaneous risks The item “Provisions for miscellaneous risks” can be broken down as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Legal proceedings and tax and employment law litigation 4,072 4,479 Dealer incentives 14,653 17,410 Provisions for completion of boats 1,094 1,547 Provisions for other risks 17,250 17,534 Total provisions for miscellaneous risks 37,069 40,969 Provisions for “Legal proceedings and tax and employment law litigation” refer, as far as the legal part is concerned, to potential liabilities arising from the Group’s core activity regarding current litigation involving actions for liability due to breach of contract in general and/or contractual liability arising from flaws in the product sold, and other actions concerning claims for compensation for damages by third parties.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 89
37. PROVISIONS (CONTINUED)
b. Provisions for miscellaneous risks (Continued) The provisions in item “Dealer incentives” were established to cover the costs that the Company could incur under a system that awards bonuses to dealers who reach predetermined customer service targets.
The “Provisions for other risks” were established to cover liabilities that are likely to arise as a result of identified issues that Group companies could face in the normal course of business.
38. NON-CURRENT EMPLOYEE BENEFITS
The breakdown of this item as at June 30, 2026 and December 31, 2025 are as follows:
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Provision for employee benefits 5,530 5,578 Provision for leaving indemnity 834 850 Total non-current employee benefits 6,363 6,428
Employee benefits
The process of determining the Group’s obligations toward its employees, which was carried out by Mr.
Tommaso Viola (“Mr. Viola”), being an Italian independent actuary and a member of the Italian “Ordine Nazionale degli Attuari”, with the same procedure and assumptions followed for the calculation as at December 31, 2025.
Provision for leaving indemnity As required by the new supplemental company agreement signed in July 2012 by the Company and the unions representing its employees, each year the Group sets aside a provision for seniority bonuses. These bonuses are payable to employees who, starting on September 1, 2012, have completed or will complete more than 12 years of service.
On a transitional basis, a different loyalty bonus will be paid on termination of the contracts to the employees at some sites who previously received a different bonus and had already accrued more than 12 years’ service. The amount previously accruing for all workers will remain unchanged.
As was the case for the Provision for employee severance indemnities, the Group’s liability toward its employees was determined by Mr. Viola, with the same procedure and assumptions followed for the calculation as at December 31, 2025.
Notes to the Interim Condensed Consolidated Financial Statements90 | FERRETTI S.P.A. INTERIM REPORT 2026
SHARE CAPITAL AND RESERVES
Equity amounted to Euro 942,208 thousand at June 30, 2026 (Euro 939,276 thousand as at December 31, 2025), as detailed below together with the main components of “Share capital and reserves”.
39. SHARE CAPITAL
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Issued and fully paid 338,483 338,483 The share capital, fully subscribed and paid up, is formed of 338,482,654 ordinary shares without par value.
40. RESERVES
The share premium reserve amounted to Euro 425,041 thousand as at June 30, 2026. The legal reserve, set up pursuant to applicable laws, amounts to Euro 20,616 thousand.
The translation Reserves, amounting to Euro 2,919 thousand as at June 30, 2026, reflects the foreign exchange differences that arise from the conversion of the equity opening balances and income statement of the US subsidiaries of the Company, which are translated into Euro at the U.S. dollar exchange rate in force as at June 30, 2026 and at the average exchange rate for the period, respectively. During the period, the reserve changed by Euro (2,309) thousand, as reported in the consolidated comprehensive income statement.
The item “Other reserves”, amounting to Euro 155,149 thousand as at June 30, 2026, mainly includes:
— the overall effect of the income/(loss) on defined-benefit plans: the reserve amounting to Euro 1,810 thousand as at June 30, 2026 was set up in accordance with IAS 19 -Employee Benefits; during the period the amount of the reserve changed by Euro (19) thousand, net of the tax effect, as reported in the consolidated Comprehensive income statement;
— the remaining part is mainly referred to accumulated earnings/(losses).
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 91
40. RESERVES (CONTINUED)
Dividends
30/06/2026 31/12/2025
(in thousands Euro) (unaudited) (audited) Dividends 37,233 33,848 The General Shareholders’ Meeting convened on May 14, 2026, authorized a dividend payout for Euro 37,233 thousand (equal to Euro 0.11 per share). The dividend has been paid to market participants in Europe on June 17, 2026 and to market participants in Hong Kong on the next business day.
The General Shareholders’ Meeting convened on May 13, 2025, authorized a dividend payout for Euro 33,848 thousand (equal to Euro 0.10 per share). The dividend has been paid to market participants in Europe on June 18, 2025 and to market participants in Hong Kong on the next business day.
41. NON-CONTROLLING INTERESTS
Non-controlling interests are not material and represented by 3% of Ram S.p.A.’s shares (7% of Ram S.p.A. as at December 31, 2025).
42. EARNINGS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
BASIC AND DILUTED
Earnings per share were calculated as the ratio of net profit for the period attributable to shareholders of the Company to the weighted average number of shares in issue during the year, as indicated in the table below, and coincides with the earnings per share diluted due to the absence of partially dilutive instruments.
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Profit attributable to shareholders of the company 37,875 43,454 Weighted average number of shares during the period 338,482,654 338,482,654 Earnings per share attributable to shareholders of
the Company:
basic and diluted (in Euro) 0.11 0.13
43. BUSINESS COMBINATIONS
No business combination was made in the six month period ended June 30, 2026 and the year ended as at December 31, 2025.
Notes to the Interim Condensed Consolidated Financial Statements92 | FERRETTI S.P.A. INTERIM REPORT 2026
44. CASH FLOWS
Group’s main non-monetary transactions During the six-month period ended June 30, 2026 and the year ended December 31, 2025, the Group had non-cash additions to rights-of-use assets and lease liabilities of Euro 5,701 thousand and Euro 14,316 thousand, respectively.
Changes in liabilities arising from financing activities Bank and other borrowings (excluding lease liabilities) 30/06/2026 30/06/2025 (in thousands Euro) (unaudited) (unaudited) At the beginning of the period 25,491 6,392 Changes in financing activities:
Acquisition of a subsidiary — — New borrowings — 1,386 Repayment (23,327) (1,230) Other 101 (1,697) Total at the end of the period 2,264 4,852 Lease liabilities 30/06/2026 30/06/2025 (in thousands Euro) (unaudited) (unaudited) At the beginning of the period 28,290 26,577 Changes in financing activities:
New lease 5,701 11,008 Interest expenses 517 376 Lease payment (6,829) (6,807) Total at the end of the period 27,679 31,153 Total cash outflows for leasing Total cash outflows for leasing included in the consolidated cash flow statements are as follows:
30/06/2026 30/06/2025
(in thousands Euro) (unaudited) (unaudited) Operating activities 3,783 3,406 Financing activities 6,839 6,807
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 93
45. RELATED PARTY TRANSACTIONS
Transactions with related parties, as defined by IAS 24, concern arrangements, not always formalized with the conclusion of standardized contracts, relating primarily to the supply of services, including advisory.
These transactions form part of normal business operations and, in the Company’s judgment, are in general settled under arm’s length conditions.
Although the Company considers that transactions with related parties have been carried out in general under arm’s length conditions, there is no guarantee that, if they had been concluded between or with third parties, the latter would have negotiated and entered into the related contracts, or carried out the transactions, under the same conditions and with the same procedures adopted by the Group.
The breakdown of the Group’s balances with related parties as at June 30, 2026 and December 31, 2025 is set out below:
(in thousands Euro)Contract
assetsTrade
and other
receivablesTrade
and other
payablesContract
liabilities
Fellow subsidiaries:
Weichai Power Co Ltd 0 484 (645) 0
SOCIÉTÉ INT. MOTEURS BAUDOUIN 0 0 (20) 0
Still S.p.A. 0 0 (67) 0 Kion Renatal Service S.p.A. 0 0 (306) 0 Other related companies:
HPE S.r.l. 0 0 (50) 0
Studio Fontana & Zanardi 0 0 (21) 0 C.P.G. Service Srl 0 0 (6) 0 Palermo Football Club S.p.A. 0 0 (67) 0 Other related parties:
Company’s shareholders 3,699 0 (105) 0 Company’s Directors 0 28 (10) 0 Other 0 0 (195) 0 Total related parties balances as at June 30, 2026 (unaudited) 3,699 512 (1,491) 0
Notes to the Interim Condensed Consolidated Financial Statements94 | FERRETTI S.P.A. INTERIM REPORT 2026
45. RELATED PARTY TRANSACTIONS (CONTINUED)
(in thousands Euro)Contract
assetsTrade
and other
receivablesTrade and
other
payablesContract
liabilities
Fellow subsidiaries:
Weichai Power Co., Ltd — 484 (645) — Other related companies:
HPE S.r.l. — — (100) —
Ferrari S.p.A. — — (28) — Still S.p.A. — — (79) — Other related parties — 28 (449) — Total related parties at December 31, 2025 (audited) — 512 (1,301) — The balance of trade and other payables to Weichai Power Co., Ltd amounting to Euro 645 thousand as at June 30, 2026 refers wholly to the agreements on the right to sponsor the “Riva” brand on the Ferrari single-seater helmet during some past FIA Formula One championship.
The balance of contract assets amounting to Euro 3,699 thousand refers to the sale of a boat to a company related to a shareholder of the Company.
The balance of trade and other payables to other related parties amounting to Euro 205 thousand as at June 30, 2026 mostly refers to the costs incurred by the Company for other services provided by related parties under arm’s length conditions.
Notes to the Interim Condensed Consolidated Financial StatementsINTERIM REPORT 2026 FERRETTI S.P.A. | 95
45. RELATED PARTY TRANSACTIONS (CONTINUED)
A breakdown of the Group’s transactions with related parties for the period of six-month period ended June 30, 2026 and the corresponding period of prior year is set out below:
(in thousands Euro) Net revenue Other revenueCosts for the use of raw
materials,
services,
rentals and
leases
Fellow subsidiaries:
SOCIÉTÉ INT. MOTEURS BAUDOUIN 0 0 (20)
Still S.p.A. 0 0 (57) Kion Rental Service S.p.A. 0 0 (57) Other related companies:
HPE S.r.l. 0 0 (50)
Studio Fontana & Zanardi 0 0 (10) C.P.G. Service Srl 0 0 (14) Palermo Football Club S.p.A. 0 0 (55) Other related parties:
Company’s shareholders 4,670 0 (105) Company’s Directors 1,990 0 (77) Total related parties transactions as at June 30, 2026 (unaudited) 6,660 0 (445) (in thousands Euro) Net revenue Other revenueCosts for the use of raw
materials,
services,
rentals and
leases
Other related companies:
HPE S.r.l. — — (70)
Still S.p.A. — — (50) Other related parties — — (359) Total related parties transactions as at June 30, 2025 (unaudited) — — (479)
Notes to the Interim Condensed Consolidated Financial Statements96 | FERRETTI S.P.A. INTERIM REPORT 2026
45. RELATED PARTY TRANSACTIONS (CONTINUED)
The revenue amounting to Euro 6,660 thousand refers to the sale of a boat to a company related to a shareholder of the Company and one to a Director of the Company through a leasing company.
The costs to other related parties amounting to Euro 77 thousand as at June 30, 2026 mostly refer to the costs incurred by the Company for other consulting services, tied to the development of new boat provided by related parties under arm’s length conditions.
In addition, it is reported that during the period the Company incurred costs amounting to Euro 292 thousand, which mainly relate to engineering costs for the development of the Ancona shipyard that have been considered to be accessory costs to the plant construction and hence are shown in this item.
In application of IFRS 16, costs paid to three companies considered related parties, relating to the rent for offices and production facilities, have not been considered.
46. CONTINGENT LIABILITIES
The Group’s management believes there are no significant risk tied to the Group’s core business that might give rise to liabilities not reflected in the financial statements.
47. COMMITMENTS
As at June 30, 2026 no commitment was reported (December 31, 2025: Nil).
48. SIGNIFICANT EVENTS AFTER JUNE 30, 2026
There is no other material event after the Relevant Period and up to the date of approving this interim results.
49. APPROVAL OF THE FINANCIAL STATEMENTS
The unaudited interim condensed consolidated financial statements were approved and authorized for issue in accordance with a resolution of the Board of Directors on July 31, 2026.
INTERIM REPORT 2026 FERRETTI S.P.A. | 97
STATEMENT ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS AT JUNE 30, 2026 PURSUANT TO ART. 154-BIS, PARAGRAPH 5, OF
LEGISLATIVE DECREE NO. 58/98 AS AMENDED AND SUPPLEMENTED
1) The undersigned Stassi Anastassov as Chief Executive Officer and Marco Zammarchi as the Executive responsible for the corporate financial documents for Ferretti S.p.A., certify, in accordance with Article 154-bis, paragraphs 3 and 4 of Legislative Decree n.58 dated February 24, 1998:
a) the appropriateness of the financial statements with regard to the nature of the business and b) the effective application of administrative and accounting procedures in preparing the interim condensed consolidated financial statements as at June 30, 2026.
2) In this respect it is noted that no significant matters arose.
3) It is also certified that:
a) The interim condensed consolidated financial statements:
i) were prepared in accordance with International Financial Reporting Standards endorsed by the European Community pursuant to Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002;
ii) correspond to the entries in the books and accounting records;
iii) were prepared in accordance with Article 154-ter of the aforesaid Legislative Decree 58/98 and subsequent amendments and integrations and they provide a true and fair view of the financial position and results of operations of the issuer and the companies included in the scope of consolidation.
b) The directors’ management discussion and analysis provides a reliable analysis of the significant events taking place in the first half year of the year 2026, together with an outlook and future plan.
This statement is also made pursuant to and for the purposes of Art. 154-bis, paragraph 2, of Legislative Decree 58 of February 24, 1998.
Milan, July 31, 2026 Chief Executive Officer
Stassi Anastassov
Executive responsible for the corporate financial documents
Marco Zammarchi
Definitions98 | FERRETTI S.P.A. INTERIM REPORT 2026
“AMAS” North America, Central America and South America
“APAC” Asia-Pacific
“associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “Audit Committee” the audit committee of the Board “Board” or “Board of Directors”the board of Directors “Borsa Italiana” Borsa Italiana S.p.A., a joint-stock company (società per azioni) incorporated under the laws of Italy, with registered office at Piazza degli Affari 6, Milan, Italy, which is, inter alia, the market operator of the Euronext Milan “By-laws” the by-laws of the Company as amended, supplemented or restated from time to time “CG Code” the Corporate Governance Code set out in Appendix C1 to the Hong Kong
Listing Rules
“Company” Ferretti S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the shares of which are dually listed on the Main Board (Stock code: 9638) and the Euronext Milan (EXM: YACHT) “Consob” Italian authority for the supervision of financial markets (Commissione Nazionale per le Società a la Borsa), with its registered office in Rome at Via Giovanni Battista Martini 3, Italy “Controlling Shareholder(s)” has the meaning ascribed to it under the Hong Kong Listing Rules and, with respect to the Company, refers to any or all of SHIG, Weichai Group, Weichai Holding (HK) and FIH “Director(s)” the director(s) of the Company “Dual Listing” the dual listing of the Shares on the Hong Kong Stock Exchange and the
Euronext Milan
“ESG” environmental, social and governance “Euro“, “EUR” or “€” the lawful currency of the member states of the European Union participating in the third stage of the European Union’s Economic and Monetary Union “Euronext Milan” the Euronext Milan, organized and managed by Borsa Italiana “FIH” Ferretti International Holding S.p.A., a joint-stock company (società per azioni) incorporated and organized under the laws of Italy and one of the
Controlling Shareholders
DefinitionsINTERIM REPORT 2026 FERRETTI S.P.A. | 99
“FSD” Ferretti Security Division business, a division of the Company that designs, develops and manufactures coastal patrol vessels
“General Shareholders’
Meeting”the annual general meeting of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Dollar(s)” or “HKD”Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong Global Offering” the public offering of the Shares as defined and described in the Hong Kong
Prospectus
“Hong Kong Listing” the listing of the Shares on the Main Board “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, modified or supplemented from time to time “Hong Kong Prospectus” the prospectus of the Company dated March 22, 2022 in relation to the Hong Kong Global Offering and the Hong Kong Listing “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong Takeovers Code” the Hong Kong Code on Takeovers and Mergers and Share Buy-backs issued by the SFC “IAS” International Accounting Standards, as issues by the International Accounting
Standards Board
“Italian Consolidated Financial Act”Italian Legislative Decree no. 58 of February 24, 1998 as subsequently amended and supplemented “Italian Corporate Governance Code”Italian corporate governance code enacted by the Corporate Governance Committee (Comitato di Corporate Governance) on January 2020 “KKCG Maritime” Azúr a.s., a joint-stock company incorporated and operating under the laws of the Czech Republic, with its registered office at Evropská 866/71, Vokovice, 160 00 Prague 6, Czech Republic, registered with the Municipal Court of Prague under registration number B 29157 “Main Board” the main board of the Hong Kong Stock Exchange “MEA” Middle East and Africa
Definitions100 | FERRETTI S.P.A. INTERIM REPORT 2026
“PRC” the People’s Republic of China and for the purposes of this interim report only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan “Reporting Period” or “Relevant Period”the six months ended June 30, 2026 “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Shandong SASAC” State-owned Assets Supervision & Administration Commission of Shandong
Province
“Share(s)” ordinary share(s) with no nominal value in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “SHIG” Shandong Heavy Industry Group Co., Ltd.*, a company with limited liability incorporated under the laws of the PRC and one of the Controlling
Shareholders
“subsidiary(ies)” has the meaning ascribed to it under the Hong Kong Listing Rules, unless the context otherwise requires “substantial shareholder(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “U.S.” the United States of America “USD”, “US dollar(s)” or “U.S. dollar(s)”United States dollar(s), the lawful currency of the U.S.
“Weichai Group” Weichai Holding Group Co., Ltd.*, a company with limited liability incorporated under the laws of the PRC and one of the Controlling
Shareholders
“Weichai Holding (HK)” Weichai Holding Group Hongkong Investment Co., Limited, a company incorporated under the laws of Hong Kong and one of the Controlling
Shareholders
“%” per cent The English names of PRC nationals, enterprises, departments, facilities, certificates, regulations, titles and the like marked with “*” are translations of their Chinese names and are included in this interim report for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese name will prevail.