Hilbert Group AB (publ) completes directed share issue to settle accrued Nordark earn-out

Hilbert Group AB (publ) ("Hilbert" or the "Company") today announces that the Board of Directors has resolved on a directed issue of 1,980,066 new Class B shares to the former owners of Nordfinex Holding AB ("Nordark", now operating as Hilbert Finance) (the "Sellers"), with deviation from the shareholders' preferential rights. The shares are issued to settle earn-out consideration under the share purchase agreement for Nordark announced on 2 September 2025, which the Board has determined to have been earned.

The subscription price amounts to SEK 4.13 per share, corresponding to an aggregate subscription amount of SEK 8,177,672.58, and is paid in full by way of set-off against promissory notes issued to the Sellers.

The deviation from the shareholders' preferential rights enables the Company to fulfil its contractual obligations to the Sellers in a cost- and time-efficient manner. The Board considers the settlement of the earn-out obligation to be in the best interest of the Company and its shareholders. The subscription price corresponds to the volume-weighted average price of the Company's Class B share on Nasdaq First North Growth Market during the ten trading days preceding the resolution. In the Board's assessment, the subscription price is on market terms and reflects the current market value of the Class B shares.

The directed share issue entails an increase of the Company's share capital of SEK 99,003.30, from SEK 6,457,701.05 to SEK 6,556,704.35. Following registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB, the total number of shares in the Company will amount to 131,134,087 shares, divided into 7,605,800 Class A shares and 123,528,287 Class B shares. The directed share issue entails a dilution of approximately 1.51 per cent of the total number of shares and approximately 0.99 per cent of the total number of votes in the Company.

For further information, please contact:
Barnali Biswal, CEO Hilbert Group AB
+46 (0) 8 502 353 00
ir@hilbert.group

About Us

Hilbert group is a quantitative investment company specializing in algorithmic trading strategies in digital asset markets.
 
Hilbert Group is a Swedish public company and is committed to providing operational infrastructure, risk management and corporate governance that meets the ever-increasing demands of institutional investors.
 
Hilbert Group is listed on Nasdaq First North Growth Market (ticker HILB B) with Redeye Nordic Growth AB as Certified Adviser.

For more information, visit: www.hilbert.group