HALF-YEAR
FINANCIAL REPORT
AT JUNE 30, 2026
1 PIRELLI & C. Società per Azioni (Joint Stock Company)
Milan Office
Viale Piero e Alberto Pirelli n. 25 Share Capital Euro 2,065,650,608.36 Milan Company Register No. 00860340157 REA (Economic Administrative Index) No. 1055
2 PIRELLI & C. S.p.A. - MILAN
TABLE OF CONTENTS
MACROECONOMIC AND MARKET SCENARIO ........................................................................... 7
SIGNIFICANT EVENTS OF THE HALF-YEAR ............................................................................. 12
GROUP PERFORMANCE AND RESULTS .................................................................................. 22
OUTLOOK FOR 2026 ................................................................................................................... 34
SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE HALF-YEAR .............................. 36
ALTERNATIVE PERFORMANCE INDICATORS .......................................................................... 37
OTHER INFORMATION ............................................................................................................... 40
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT JUNE 30, 2026… 44
CERTIFICATIONS……………………………………………………………………………………….. 118
3 The Board of Directors1 Executive Chairman2Marco Tronchetti Provera Vice Chairman2Giovanni Tronchetti Provera Chief Executive Officer3Andrea Casaluci Director Luca Rovati Director Zhang Haitao Independent Director Alessia Carnevale Independent Director Michele Carpinelli Independent Director Roberto Diacetti Independent Director Moroello Diaz della Vittoria Pallavicini Independent Director Costanza Esclapon de Villenueve Independent Director Claudia Parzani Independent Director Veronica Squinzi Independent Director Michela Zeme Independent Director Wang Kun Independent Director Xi Xiaohong Secretary of the Board3Alberto Bastanzio Lead Independent Director2Claudia Parzani Board of Statutory Auditors4 Chairman Riccardo Foglia Taverna Statutory Auditor Maura Campra Statutory Auditor Francesca Meneghel Statutory Auditor Teresa Naddeo Statutory Auditor Riccardo Perotta 1 Appointment: Shareholders’ Meeting held on June 25, 2026. Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2028.
2 Appointment: Board of Directors Meeting held on June 30, 2026.
3 Appointment: confirmed by the Board of Directors Meeting held on June 30, 2026.
4 Appointment: Shareholders’ Meeting held on May 28, 2024. Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2026.
4 Alternate Auditor Franca Brusco Alternate Auditor Roberta Pirola Alternate Auditor Enrico Holzmiller Audit, Risk and Corporate Governance Committee Chairman - Independent Director Alessia Carnevale Vice Chairman - Independent Director Roberto Diacetti Independent Director Moroello Diaz della Vittoria Pallavicini Independent Director Costanza Esclapon de Villenueve Independent Director Michela Zeme Committee for Related Party Transactions Chairman - Independent Director Roberto Diacetti Vice Chairman- Independent Director Moroello Diaz della Vittoria Pallavicini Independent Director Alessia Carnevale Independent Director Costanza Esclapon de Villenueve Independent Director Michela Zeme
Remuneration Committee
Chairman - Independent Director Claudia Parzani Vice Chairman - Independent Director Veronica Squinzi Independent Director Alessia Carnevale Independent Director Roberto Diacetti Independent Director Wang Kun
5 Strategies Committee Chairman Marco Tronchetti Provera Vice Chairman Andrea Casaluci Independent Director Michele Carpinelli Independent Director Claudia Parzani Director Luca Rovati Independent Director Veronica Squinzi Director Giovanni Tronchetti Provera
Sustainability Committee
Chairman Giovanni Tronchetti Provera Vice Chairman - Independent Director Veronica Squinzi Independent Director Michele Carpinelli Independent Director Costanza Esclapon de Villenueve Independent Director Xi Xiaohong Corporate General Manager5Francesco Tanzi Manager responsible for the preparation of the Corporate Financial Documents6Fabio Bocchio Independent Auditing Firm7KPMG S.p.A.
The Supervisory Board8 (as provided for by the Organisational Model 231, adopted by the Company), is chaired by Prof. Carlo Secchi.
5 Appointment: Shareholders’ Meeting held on August 3, 2023.
6Appointment: confirmed by the Board of Directors Meeting held on June 30, 2026.
7Appointment: Shareholders’ Meeting held on May 28, 2024. Expiry: Shareholders’ Meeting convened for the approval of the Financial Statements at December 31, 2034.
8 Appointment: Board of Directors’ Meeting held on June 30, 2026. The Supervisory Board is comprised of Carlo Secchi as Chairman, Andrea Pecchio as Vice Chairman, Paolo Domenico Sfameni, Statutory Auditor Maura Campra and of Executive Vice President of Corporate Affairs, Audit, Compliance, Corporate Security and Company Secretary Alberto Bastanzio. Expiry: at the end of the term of office of the Board of Directors and, in any event, until the succeeding Board is appointed.
6 International Advisory Board9 Chairman Marco Tronchetti Provera Member Andrea Casaluci Member Luca Cordero di Montezemolo Member Domenico De Sole Member Charles Gordon-Lennox Member Horacio Pagani Member Giovanni Tronchetti Provera Member Mariangela Zappia 9On June 30, 2026, the Board of Directors established the International Advisory Board whose members serve without remuneration, for the purpose of providing analyses, guidance and monitoring of geopolitical, economic, technological, market, supply chain, regulatory and social developments that could influence the strategy, competitiveness, resilience and sustainable value creation of the Pirelli Group in the medium to long term.
7 MACROECONOMIC AND MARKET SCENARIO
Economic Overview
During the first half of 2026, the global economy was hit by a new shock, following the trade tensions generated last year by the rise in US import tariffs. The conflict that broke out in late February in the Middle East, the closure of the Strait of Hormuz and disruptions to regional energy production, triggered a sharp surge in energy prices. Even though a ceasefire announced in mid-June eased tensions and brought energy prices down, uncertainty over the outcome of the negotiations between the US and Iran continued to cause volatility in the markets.
The impact on the global economy was a slowdown in expected growth in the second quarter of 2026, to +2.2% (GDP had grown by +2.7% in the first quarter of the year), held back mainly by the ongoing conflict in the Middle East and high energy prices. Inflation increased significantly, but to a lesser extent in the countries that had introduced subsidies to protect consumers. The global inflation rate rose to 3.8% in the second quarter of 2026, an increase compared to the first quarter of 2026 (+3.1%) and to the second quarter of 2025 (+3.1%).
Economic Growth, Year-On-Year Percentage Change in GDP Consumer Prices, Change in Year-on-Year Percentages In the European Union, the GDP growth expected for the second quarter of 2026 was +0.7%, consistent with the first quarter of the year and significantly lower than for the same quarter of 2025 (+1.7%) The uncertainty generated by the conflict in the Middle East, soaring energy prices and rising inflation weighed on the economy.
Inflation in the European Union stood at 3.2% in the second quarter, having risen sharply compared with both the same period in 2025 and the first quarter of 2026 (both at 2.3%). The European Central Bank raised interest rates by 25 basis points in June to counter the inflationary pressures generated 1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026
EU 1.7 1.7 1.6 1.4 0.7 0.7
US 2.0 2.1 2.3 2.0 2.7 2.1
China 5.4 5.2 4.8 4.5 5.0 4.3 Brazil 4.0 2.6 1.8 2.0 1.8 1.6 World 2.9 2.9 2.9 2.7 2.7 2.2 Note: Percentage change compared to the same period of the previous year. Actual data for 2Q 2026 for China; estimates for the European Union, the United States, Brazil and the World. Source: National statistics offices and S&P Global M arket Intelligence, July 2026.
1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026
EU 2.7 2.3 2.5 2.4 2.3 3.2
US 2.7 2.4 2.9 2.7 2.7 3.9
China -0.1 0.0 -0.2 0.6 0.8 1.1 Brazil 5.0 5.4 5.2 4.5 4.1 4.6 World 3.4 3.1 3.1 3.0 3.1 3.8 Source: National statistics offices and S&P Global M arket Intelligence for World estimate, July 2026. The fourth quarter figure for the US is an S&P estimate, as the statistical office did not publish October figures due to the temporary shutdown of the US federal government in October and November 2025.
8 by the conflict in the Middle East. From mid-June, inflation subsequently began to ease following the announcement of a ceasefire between the United States and Iran.
The expected economic growth in the United States for the second quarter of 2026 also slowed (+2.1%), following the +2.7% recorded in the first quarter of 2026. This trend reflected rising inflation and slower growth in disposable income, as well as an increase in imports driven by businesses stepping up their imports, in anticipation of the introduction of new tariffs to replace the 10% “Section 122” tariffs due to expire on July 24 and the potential changes to the USMCA, for which negotiations with Mexico had been under way for several months. Investments in technology products, software and research and development related to artificial intelligence, instead, had a positive effect on GDP.
Inflation in the United States which stood at 3.9% in the second quarter of 2026, had risen sharply compared to the same quarter of 2025 (2.4%) and to the first quarter of 2026 (2.7%), driven by rising energy prices. In light of the fall in crude oil prices in the second half of June, the Federal Reserve, chaired by its new chairman Kevin Warsh, kept the benchmark interest rate unchanged during the quarter, with the target range set at between 3.25% and 3.75%.
In China, GDP growth in the second quarter of 2026 stood at +4.3%, having decelerated compared to the +5.2% recorded for the same period of 2025 and the first quarter of 2026 (+5.0%). Consumer spending remained weak following the exhaustion of various incentive schemes that had supported demand in 2025 for consumer goods, such as household appliances and consumer electronics, and above all, electric vehicles. Investments also suffered in the second quarter following the boost seen in the first three months of the year. Exports, however, accelerated in the second quarter, as a result of a reduction in the average tariff rate on imports into the United States. Inflation in China in the second quarter of 2026 stood at 1.1% (0.8% in the first quarter of 2026), driven by rising energy prices.
In Brazil, indicators suggested moderate GDP growth in the second quarter of 2026. Consumer spending benefited from government stimulus measures and a resilient labour market, which partially offset the loss of purchasing power linked to rising inflation. During the second quarter of 2026, inflation stood at 4.6%, an increase compared to the 4.1% recorded in the first quarter of the year.
The central bank continued to ease monetary policy during the second quarter, implementing two rate cuts during the quarter - totalling 50 basis points - which brought the benchmark rate to 14.25%.
Exchange Rates
In the first half-year of 2026, the euro/US Dollar exchange rate stood at 1.17, representing a +6.8% appreciation in the euro compared with the average of 1.09 in the first half-year of 2025. The conflict in the Middle East and the volatility of energy prices, with their consequent effects on inflation and expectations regarding monetary policy, led to significant volatility in the euro/US dollar exchange rate, which reached a high of 1.20 at the end of January and a low of approximately 1.13 in the final days of June.
9 The average exchange rate for the renminbi for the first half-year of 2026 stood at 6.89 against the US dollar, compared to an average of 7.18 for the same half-year in 2025, representing an appreciation of +4% against the US dollar (and a depreciation of -2% against the euro). The Chinese currency benefited from an easing of trade tensions with the United States and a persistent trade surplus.
The Brazilian real recorded an average exchange rate of 5.15 against the US dollar in the first half-year of 2026, with a +12% appreciation compared with the first half-year of 2025 (+5% against the euro). The real benefited from the wide differential between Brazilian and US interest rates, as well as from the rise in energy prices, given that Brazil is a net exporter of energy products.
Raw Materials Prices The navigation blockade in the Strait of Hormuz, triggered by the war in the Middle East since late February, continued into the second quarter of 2026, putting further pressure on commodity prices.
The memorandum of understanding reached between the United States and Iran in mid-June allowed a partial reversal in the price of towards the levels recorded before the crisis.
However, the fragility of the truce and the periodic disruptions to traffic in the Strait, kept commodity prices high.
The average price of crude oil in the first half-year stood at US$ 87.5 per barrel, an increase of +24% compared to US$ 70.7 per barrel for the same period of 2025. The trend for Brent oil prices was volatile during the half-year, in the wake of the military conflict between the United States and Iran and the progress of negotiations for a ceasefire. In the second quarter of 2026, Brent oil prices averaged US$ 97.1 per barrel, an increase of +46% compared to the same quarter of 2025 but touched a high of US$ 118 per barrel at the end of April. In mid-June, the signing of a memorandum of understanding between the United States and Iran allowed for a gradual resumption of maritime traffic through the Strait of Hormuz, and Brent prices pulled back significantly (US$ 73 per barrel at the end of the month), although they did not return to pre-crisis levels.
Natural gas prices also recorded high volatility since the start of the conflict in the Middle East.
Following a peak of over euro 50 per MWh in the wake of Qatar losing almost a fifth of its production Key Exchange Rates 2026 2025 2026 2025 2026 2025 US$ per euro 1.17 1.05 1.16 1.13 1.17 1.09 Chinese renminbi per US$6.95 7.18 6.84 7.19 6.89 7.18 Brazilian real per US$5.26 5.85 5.05 5.67 5.15 5.76 Note: Average exchange rates for the period. Source: National central banks.1Q 2Q First half Raw Materials Prices 2026 2025 % chg 2026 2025 % chg 2026 2025 % chg Brent (US$ / barrel) 77.9 74.9 4% 97.1 66.6 46% 87.5 70.7 24% European natural gas ( € / MWh) 40 47 -15% 46 36 28% 43 41 4% Butadiene ( € / tonne) 738 1,022 -28% 1,295 973 33% 1,017 998 2% Natural rubber TSR20 (US$ / tonne) 1,916 1,973 -3% 2,180 1,679 30% 2,048 1,826 12% Note: Data are averages for the period. Source: Reuters, ICIS.1Q 2Q First half
10 as a result of Iranian attacks, the price of gas stood at euro 43 per MWh in the first half-year of 2026 (euro 41 per MWh in the first half-year of 2025).
The price of butadiene, the main raw material for the production of synthetic rubber, stood at an average of euro 1,017 per tonne on the European market in the first half-year of 2026, an increase of +2% compared to the same period of the previous year. The price was higher in the second quarter of 2026, averaging euro 1,295 per tonne, having increased by +33% compared to the second quarter of 2025 and by +75% compared to the first quarter of 2026. Volatility was more pronounced on the Asian market, where prices quoted in US dollars per tonne rose by +32% in the first half-year, with the second quarter seeing a rise of +67% compared with the same period in 2025.
The rise in prices on the energy markets, with significant implications for the competitiveness of synthetic rubber, was reflected in the dynamics of demand for natural rubber. The average price of natural rubber stood at US$ 2,048 per tonne for the first half-year of 2026 (an increase of +12% compared to the first half-year of 2025). The rise was more marked in the second quarter, to an average of US$ 2,180 per tonne, with prices rising by +30% compared to the second quarter of 2025.
Trends in Car Tyre Markets In the first half-year of 2026, the global tyre market for automobiles recorded a fall in global volumes of -1.8%, compared with the same period in 2025.
The decline in the first half-year affected both the Original Equipment and the Replacement channels, and was caused by a sharp contraction in the Car ≤ 17” segment, whilst the Premium segment of the Replacement channel demonstrated greater resilience.
The performances of the Original Equipment and Replacement channels were as follows:
-3.6% for Original Equipment, which was mainly attributable to a sharp contraction in volumes in Asia, influenced by the reduction in government subsidies for electric vehicle sales;
-1.1% for the Replacement channel, which was impacted by weak demand in the North American market, hampered by adverse weather conditions in the first quarter and by rising energy prices in the second quarter due to the war in the Middle East, which indirectly affected tyre purchases. Europe was also weak, where higher petrol and diesel prices affected transport costs in the second quarter, as well as the unfavourable year-on-year comparison.
Volumes in the Car ≥18” segment were resilient compared to the decline in Car ≤17” volumes:
demand for Car ≥18” recorded growth of +0.5%, compared to the same half-year of 2025, with greater resilience in the Replacement channel (+2.5%) compared to Original Equipment (-2.5%). The performance of Replacement in the Car ≥18” segment reflected sustained growth in Europe and in the South American market, which was partially offset by a decline in the North American market;
demand for Car ≤17" fell during the first half-year, -2.6%, compared to the same half-year of 2025 (-4.2% for Original Equipment, -2.1% for Replacement).
11 Trends in Car Tyre Markets % change year-on-year 1Q 2025 2Q 2025 3Q 2025 4Q 2025 2025 1Q 2026 2Q 2026 1H 2026 Total Car Tyre Market Total 1.5 0.9 -0.3 1.0 0.7 -3.0 -0.7 -1.8 Original Equipment 0.4 2.1 2.9 2.5 2.0 -3.7 -3.5 -3.6 Replacement 1.9 0.4 -1.3 0.4 0.3 -2.7 0.4 -1.1 Market ≥ 18" Total 5.3 5.0 3.6 8.4 5.5 0.5 0.5 0.5 Original Equipment 1.8 7.3 5.2 6.3 5.2 -0.5 -4.3 -2.5 Replacement 7.5 3.4 2.5 9.7 5.7 1.2 3.9 2.5 Market ≤ 17" Total 0.3 -0.4 -1.4 -1.3 -0.7 -4.1 -1.1 -2.6 Original Equipment -0.3 -0.7 1.7 0.6 0.3 -5.3 -3.1 -4.2 Replacement 0.5 -0.3 -2.2 -1.9 -1.0 -3.8 -0.5 -2.1 Source: Pirelli estimates.
12 SIGNIFICANT EVENTS OF THE HALF-YEAR
On January 23, 2026 , Pirelli announced that it had signed a contract for new five-year multi-currency bank facilities for a total of euro 2.1 billion, with a pool of leading national and international banks.
The new facilities - parameterised to the decarbonisation targets of the Group previously announced to the market, relating to Scopes 1, 2 and 3 - have replaced the bank credit facilities of the same amount maturing in 2027, enabling the extension of maturities until 2031 and an improvement in the overall debt structure. There is also the possibility, subject to agreement between the Company and the lending institutions, of further extending the maturity by up to a maximum of an additional two years - to 2033 - under the same contractual terms. The signed agreement provides for a term loan of euro 600 million and revolving credit facilities of euro 1.5 billion.
On February 5, 2026 , Pirelli’s Board of Directors expressed its agreement with, by a majority, with 9 votes in favour and 5 against, the assessments of the Chief Executive Officer, Andrea Casaluci, according to which the Cyber Tyre activities must continue to be carried out and developed in a manner that is fully integrated, also at the functional and organisational level, with all other activities of the Pirelli Group, and managed in full consistency and in compliance with the strategic and industrial framework illustrated by the Chief Executive Officer, with the express exclusion of any project or initiative that may lead to forms of compartmentalisation, separation and/or segregation, even if only partial and of any nature. The votes against the considerations of management were cast by Chen Aihua, Zhang Haitao, Chen Qian, Fan Xiaohua and Grace Tang.
During the course of the Board of Directors Meeting, Pirelli’s management pointed out that, any fragmentation of Pirelli and the segregation of the Cyber Tyre business would have no possibility of implementation, in that:
it would irreversibly undermine the integrated business model, in which technology and innovation, product development, production and commercialisation exist in a constant exchange of information and data;
it would transfer the relevant patents to “Pirelli Cyber Tyre”, the free use of which would therefore be inhibited for Pirelli, depriving it of strategic know-how, in full contradiction with the principles underlying the Company's Articles of Association;
it would lead to technological slowdown and impoverishment, which would compromise Pirelli’s competitive and commercial advantage and its leadership in terms of innovation;
it would result in reduced synergies and higher costs due to the need to duplicate operational
structures;
it would cause significant destruction of value and, consequently, weaker financial solidity;
it would also not allow for the limitations imposed by US regulations to be overcome.
Pirelli also announced that:
on January 30, 2026, Camfin and MTP & C. S.p.A. had submitted to the Presidency of the Council of Ministers, the notification required pursuant to Legislative Decree No. 21/2012 (Golden Power Decree), in relation to the decision which had been announced on January 23, 2026, to not renew the Shareholders' Agreement concerning Pirelli, which had been signed with the Sinochem Group and which will expire on May 18, 2026. The notification was made in accordance with the prescriptions of the D.P.C.M. (Decree of the President of the
13 Council of Ministers) of June 16, 2023, pursuant to which “any change in the corporate governance of Pirelli & C. S.p.A., including the non-renewal or non-stipulation of the Shareholders' Agreement, must be notified pursuant to the Legislative Decree No. 21 of March 15, 2012”. The Shareholders' Agreement, which came into force on May 19, 2023, had been signed on May 16, 2022, between Camfin, MTP & C. S.p.A., the China National Tire & Rubber Corporation Ltd., the China National Chemical Corporation Limited, CNRC International Limited, Fourteen Sundew S.à r.l. and Marco Polo International Italy S.r.l.;
on February 3, 2026, the shareholder, the CNRC had submitted to the Presidency of the Council of Ministers the notification required pursuant to Legislative Decree No. 21/2012 (Golden Power Decree), in which it communicated, in addition to the non-renewal of the Shareholders' Agreement concerning Pirelli, the proposal for the potential corporate segregation of the Cyber Tyre business and changes to the mechanism for appointing the members of Pirelli’s Board of Directors. Both proposals are subject to conditions set out by the CNRC, including a prior assessment to ascertain whether the Cyber Tyre business qualifies as a “critical technology” pursuant to D.P.C.M. No. 179/2020 and the relevance, for the purposes of the application of the Golden Power regulation, of Pirelli's activities in context of US regulations and the US market.
On February 18, 2026 , Pirelli was confirmed among the companies included in the “Top 1%” of S&P Global’s 2026 Sustainability Yearbook, and was the only tyre manufacturer globally to receive this recognition. This inclusion in the “Top 1%” of the 2026 Sustainability Yearbook, represents the highest level of assessment provided by S&P Global, and is based on the analysis of the ESG (Environmental, Social and Governance) performance of more than 9,200 companies worldwide.
The result reflects the score obtained by Pirelli in S&P Global’s 2025 Corporate Sustainability Assessment, where the Company scored 86 points, the highest score in both the Auto Components and Automotive sectors.
On March 27, 2026 , Pirelli Tyre S.p.A. exercised the Call Option to increase its stake from 49% to 70%, in the joint venture, the Xushen Tyre (Shanghai) Co., Ltd., which through the company, the Jining Shenzhou Tyre Co., Ltd. owns a consumer tyre manufacturing plant in China. Pursuant to the IFRS 10 accounting standard, the shareholding was fully consolidated based on the potential voting rights conferred by the Option as of January 1, 2026, the date on which the Option became exercisable. The consolidation and the acquisition in June, of the 21% stake, had an impact on the net cash flow before dividends totalling euro -257.0 million. The consolidation also had a positive impact on net income from equity investments of euro 27 million, due to the fair value remeasurement of the stake held until December 31, 2025.
This transaction will allow for the continued provision of the necessary flexibility in High Value production, taking into account the evolution of the Chinese market, the expected developments in electric vehicles and the increasing market share in homologations.
On April 11, 2026 , Pirelli announced that, in relation to the so-called “Golden Power Procedures” which had been initiated by the Presidency of the Council of Ministers, following the notifications submitted by the shareholders Camfin S.p.A. (“ Camfin ”) and Marco Tronchetti Provera & C. S.p.A.
(“MTP S.p.A. ”) and the China National Tire & Rubber Corporation, Ltd. (“ CNRC ”) pursuant to Legislative Decree No. 21/2012 (“ Golden Power Decree ”), on April 10, 2026, it had received
14 notification of the provision, approved on April 9, 2026, by which the Council of Ministers had exercised its special powers pursuant to the Golden Power Decree (the “ DPCM Golden Power ”).
The DPCM Golden Power has, amongst other things, taken into account that Pirelli is the first global level operator, to have invested in a technology, the Cyber Tyre, which transforms the tyre into a sensor capable of collecting a range of sensitive information, including, the condition of the tyres and their maintenance, the habits of users, the driving conditions and the traceability of the condition of the road surfaces. Furthermore, with regard to the Cyber Tyre technology, the DPCM Golden Power has also taken into account, that it has evolved over time to the point where it can be considered an enabling technology for various cutting-edge application scenarios, including the monitoring of critical infrastructures, advanced simulation through the creation of digital versions of physical elements (digital twins, processed through high-performance computing systems), and autonomous driving.
In adopting the DPCM Golden Power, it was confirmed, therefore, that Pirelli - already in possession of a Strategic Industrial Security Clearance - falls within the category of companies that hold assets and relationships of strategic importance pursuant to Article 2 of the Golden Power Decree, and Articles 6 and 9 of the Decree of the President of the Council of Ministers No. 179 of December 18, 2020.
The DPCM Golden Power has deemed that, in the absence of the Shareholders’ Agreement concerning Pirelli, entered into between the shareholders Camfin, MTP S.p.A. and the Sinochem Group, the requirements for the protection of the assets held by Pirelli could be satisfied, in an adequate and proportionate manner, through the imposition of further prescriptions together with the reintroduction of part of the prescriptions contained in the Decree of the President of the Council of Ministers of June 16, 2023.
In particular, the DPCM Golden Power has provided for the imposition of the following specific prescriptions on Marco Polo International Italy S.r.l. (“ Marco Polo ”):
a. at the Pirelli Shareholders' Meeting, the company:
(i) may submit a list for the renewal of the Pirelli Board of Directors with a maximum of three candidates, of whom two shall be independent, it being understood that none of these, if elected as members of Pirelli’s Board of Directors, may hold corporate offices such as, by way of example and not limited to, those of Chairman, Vice Chairman and Chief Executive Officer, nor may they chair any internal board committees. Furthermore, none of these Directors shall be granted management powers, executive powers or responsibilities capable of affecting the strategic, industrial or financial decisions of Pirelli. Should the list submitted obtain the majority of the votes, it may not in any way contribute to the appointment of the Directors required to complete the Board of Directors;
(ii) may submit a list of candidates for the appointment of Pirelli’s Board of Statutory Auditors, with a maximum of one nominee for Statutory member and one nominee for Alternate
member;
b. without prejudice to any further obligations to notify upon the occurrence of the circumstances regulated by the Golden Power Decree, the prescriptions indicated above shall remain in force for as long as the company Marco Polo holds a stake in the share capital of Pirelli, superior to 9.99%. Furthermore, should there be a change in the circumstances which have justified the
15 adoption of the prescriptions indicated under letter a), Marco Polo shall be entitled to request a review of the aforementioned prescriptions.
The DPCM Golden Power has furthermore provided for the imposition of the following specific prescriptions on the CNRC:
a) to ensure that Marco Polo complies with the imposed prescriptions;
b) to not exercise management and coordination activities and, in particular, as detailed below, by way of example and without limitation:
1)to ensure full autonomy to Pirelli in the management of relations with customers and suppliers;
2)to ensure that Pirelli independently prepares the strategic, industrial, financial plans and/or the budget of the Company and of the Group;
3)to ensure that Pirelli is not subject to instructions from the Sinochem Group;
4)to not adopt acts, resolutions or communications that may give rise to the view that the decisions of Pirelli are the consequence of an imposing and imperative will of the CNRC;
5)to not centralise treasury services or other financial assistance or coordination functions (e.g., cash pooling), nor other technical coordination functions (e.g., the integration of Pirelli’s IT systems into those of Sinochem Holdings Corporation Ltd., including those of Pirelli’s Chinese
subsidiaries);
6)to not issue directives or instructions, and in any case to not coordinate initiatives, concerning decisions relating to Pirelli’s financial and credit matters and its research and development
activities;
7)to not issue directives regarding the carrying out of extraordinary transactions by Pirelli, such as, for example, the listing of financial instruments, acquisitions, disposals, concentrations, contributions, mergers, or demergers, etc.;
8)to not take determining decisions with respect to Pirelli’s operational strategies, nor to formulate the strategic directives of the Group;
9)to ensure the absence of organisational and functional links between Pirelli on the one hand and the CNRC on the other;
c) without prejudice to any further obligations to notify upon the occurrence of the circumstances regulated by the Golden Power Decree, the prescriptions indicated above shall remain in force for as long as the company Marco Polo holds a stake in the share capital of Pirelli superior to 9.99%. Furthermore, should there be a change in the circumstances which have justified the adoption of the prescriptions indicated under letters a) and b), the CNRC shall be entitled to request a review of the aforementioned prescriptions.
16 In addition, the following specific prescriptions have been imposed on Pirelli:
a. without prejudice to the legitimate requests of shareholders as strictly provided for by the Italian Civil Code and the Italian Consolidated Law on Finance (TUF), to reject any request that that falls outside the ordinary exercise of the shareholders’ prerogatives, as well as to refuse to implement any managerial or organisational initiative originating from entities linked to the Chinese State-
owned Assets Supervision and Administration Commission of the State Council (“SASAC”), with particular reference to requests concerning:
-the sharing of sensitive company information (Pirelli’s material non-public technical information, including sensitive research and development activities (including those not directly related to the Cyber Tyre)), or information relating to technologies covered by industrial property rights, intellectual property rights or, in any case, any information pertaining to know-
how attributable to such technologies, even if in the development phase;
- the centralised treasury mechanism managed by the Sinochem Holding Corporation Ltd.;
- direct access to the management and administrative information systems, including the Enterprise Resource Planning (ERP) platforms of Pirelli and of the companies controlled by it, including the Chinese subsidiaries;
- the transfer of ICT assets, systems and services of the companies of the Pirelli Group, to infrastructures located outside the territory in which European jurisdiction applies and/or managed by entities linked to the Chinese Government;
- the transfer or sharing with entities connected to the Chinese Government, of any data collected or processed using Cyber Tyre technology;
-to undertake to ensure that communication by the CNRC with the personnel of Pirelli involved in the aforementioned activities is limited ;
-to undertake to ensure that, in the board committees, where established, no more than one member may be appointed from the list submitted by the CNRC. In any case, no committee shall be composed of a majority of Directors nominated by the CNRC itself.
The prescriptions relating to the organisational unit responsible for the corporate activities relevant to national security (the “Security Organisation”) also remain in force and, for such purpose, it is also prescribed to ensure the presence on the Board of Directors of one member, vested with legal representation, who: i) holds exclusive Italian citizenship; ii) is in possession of appropriate personal security clearance; iii) has exclusive authority over the Security Organisation; iv) and, has, in any case, the Government’s approval regarding their suitability for the role for the purposes of safeguarding the Company’s assets and relationships of strategic importance.
The implementation of the prescriptions shall be subject to monitoring by the Ministry of Enterprises and Made in Italy (Ministero delle Imprese e Made in Italy). Pirelli is required to submit to the Ministry, within thirty days from the approval of the Financial Statements, starting from those relating to the year 2026, a report prepared by the Board of Directors in which the measures adopted in compliance with the determinations set out in the DPCM Golden Power, as well as any other corporate or business measures relevant in relation thereto, are communicated.
Furthermore, without prejudice to the cases falling within the scope of application of the Golden Power Decree, for which formal notification shall be required, the CNRC shall notify the Ministry of Enterprises and Made in Italy of any transfer of shares, which, in any case, shall not take place in
17 favour of entities that are associated with, controlled by, controlling, or otherwise subject to the common control of SASAC.
On April 16, 2026 , the Board of Directors of Pirelli & C. S.p.A, approved the Financial Statements at December 31, 2025 by a majority vote. Nine of the fourteen Directors voted in favour, while Directors Chen Aihua, Zhang Haitao and Chen Qian voted against, stating that their dissent was based solely on the grounds of the declaration - referred to in the "Significant Events" section in the Director’s Report itself - of the termination of Sinochem's control over Pirelli, which was consistent with the disclosure already included in the 2024 Financial Statements. Fan Xiaohua and Tang Grace, instead, abstained.
The 2025 financial year closed with consolidated net income of euro 530.7 million, having increased by 5.9% compared to the euro 501.1 million recorded for the 2024 financial year, whilst revenues remained stable at euro 6,776.2 million.
The Board of Directors also approved the results of the Parent Company, Pirelli & C. S.p.A., who in 2025 recorded a net income of euro 285.2 million (euro 302.0 million in 2024).
On April 29, 2026 , Pirelli announced that it had entered into an agreement with the Swedish company Univrses, which provides for the integration of artificial intelligence (AI) based computer vision technologies into the Pirelli Cyber ™ Tyre system. Under the agreement, through which Pirelli acquired a 30% stake in the Swedish company (with the option to acquire a controlling interest), Univrses’ 3DAI ™ technologies will be integrated into Pirelli’s Cyber ™ Tyre system solutions. The combination of the technologies developed by Univrses and Pirelli will enable safer and higher-
performing vehicles, with potential applications in ADAS and autonomous driving systems, and will also provide real-time data for the management and maintenance of road infrastructure.
On May 2, 2026 , Pirelli announced that it had been reconfirmed in first place at global level in the Auto Components and Automotive sectors within the Dow Jones Best-in-Class World and Europe Indices, the designations assumed as of this year by the Dow Jones Sustainability Indices. Pirelli, the only tyre company present in both the “World” and “Europe” Indices, had in fact obtained a score of 86 points in S&P Global’s 2025 Corporate Sustainability Assessment, the highest in both the Auto Components and Automotive sectors, and significantly higher than the sector averages of 34 points for Auto Components and 37 points for the Automotive sector. Pirelli obtained the highest score in several areas, including Business Ethics, respect for Human Rights, Policies and Programmes for Occupational Health and Workplace Safety, Taxonomy and ESG management of the supply chain.
Pirelli also achieved top scores in environmental management - particularly with regard to water, waste and energy –, in the protection of biodiversity, and in the Company's pathway towards its ambitious Net Zero by 2040 target (validated by the Science Based Targets initiative).
On May 6, 2026 , Pirelli announced that production of the Cyber Tyre would commence at its plant in Georgia, in the United States. The announcement was made during Pirelli’s participation in the most important event organised by the US Department of Commerce, the SelectUSA Investment Summit, where the Cyber ™ Tyre system was presented as a key innovation in shaping the future of smart mobility. This further consolidates Pirelli’s commitment to the country and confirms the strategic importance of the United States in its path to global growth. The Pirelli plant in Georgia, already dedicated to the most technologically advanced solutions for the United States market – both
18 in High Value and in Motorsports – will be further strengthened thanks to the production of connected tyres equipped with Cyber ™ Tyre technology.
On May 7, 2026 , the Board of Directors of Pirelli & C. S.p.A. approved the results at March 31, 2026, and updated the 2026 targets due to the impact of the conflict in the Middle East on global growth, inflation and raw material prices.
Pirelli has limited exposure to the Middle East - approximately 1% of Group revenues – and immediately implemented a series of measures aimed at ensuring the safety of its staff on the ground, strengthening collaboration with local partners and optimising logistics flows. The mitigation plan implemented by Pirelli to limit the effects of the crisis in the Middle East includes: a price increase as of the second quarter, with tangible effects as of the third quarter; further costs containment beyond the existing efficiency plan; a review of logistics flows; and a temporary increase in safety stocks of critical raw materials to ensure production continuity. On the industrial front, the construction of the joint venture factory in Saudi Arabia has not experienced any delays or impacts.
Assuming a gradual normalisation of commodity, energy and transport prices in the second half of the year, Pirelli estimates a gross negative impact on the EBIT adjusted for 2026 of approximately euro 100 million, of which - thanks to the mitigation measures already in place – approximately euro 80 million is expected to be offset, therefore with an estimated net impact on the EBIT adjusted for 2026 of euro -20 million.
On May 19, 2026 , Pirelli announced that: “In compliance with the provisions of Article 129 of the Issuers’ Regulation approved by CONSOB Resolution No. 11971/99 (“ IR”), attached is the notice published on May 20, 2026 in the newspaper “MF” by the parties to the agreement, concerning the termination, on May 18, 2026, upon expiry of its three-year term, of the shareholders’ agreement entered into on May 16, 2022 between the China National Chemical Corporation Limited, the China National Tire & Rubber Corporation, Ltd. (“CNRC”), CNRC International Limited, Fourteen Sundew S.à r.l. and Marco Polo International Italy S.r.l., on the one hand, and Camfin S.p.A. (“ Camfin ”) and Marco Tronchetti Provera & C. S.p.A. (“ MTP ”), on the other, relating, amongst other things, to the governance of Pirelli & C. S.p.A. (“ Company ”), which had become effective on May 19, 2023 (the “Shareholders’ Agreement ”). The Company had already announced the non-renewal of the Shareholders’ Agreement in connection with the commencement of the so-called “Golden Power Procedures” following the notifications submitted by the shareholders Camfin/MTP and the CNRC, pursuant to Legislative Decree No. 21/2012 (the “ Golden Power Decree ”), which concluded with the provision approved on April 9, 2026, by which the Council of Ministers exercised the special
powers.”
On June 4, 2026 , Pirelli announced that the claims contained in a report produced by Grizzly Research was unfounded. Pirelli reiterated, amongst other things, that it did not manufacture tyres for military purposes, as had already long been known and communicated to the competent Italian authorities. In order to protect all shareholders and the Company's reputation, Pirelli instructed Gatti Pavesi Bianchi Ludovici Studio Legale Associato (an Italian law firm) to take action before all competent authorities against those who had disseminated such false information.
On June 8, 2026 , Pirelli announced that, on June 7, 2026, the China National Tire & Rubber Corporation, Ltd. (“CNRC”) and Marco Polo International Italy S.r.l. (“ Marco Polo ”) had each filed separate appeals of identical content before the Regional Administrative Court for Lazio against,
19 amongst others, the Presidency of the Council of Ministers, the Ministry of Enterprises and Made in Italy and other ministries, seeking the annulment of the Decree of the President of the Council of Ministers of April 10, 2026, by which, upon conclusion of proceedings No. 66/2026 and No. 73/2026 (the “ Golden Power Procedures ”), conditions and requirements were imposed on Marco Polo and the CNRC in relation to their shareholding in the share capital of Pirelli, pursuant to and for the purposes of Article 2 of Decree-Law No. 21 of March 15, 2012, converted, with amendments, into Law No. 56 of May 11, 2012 (the “ DPCM Golden Power ”). Pirelli specified that the aforementioned appeals would not have affected the due and proper conduct of the Shareholders’ Meeting held on June 25, 2026. Pirelli has reserved the right to intervene in the aforementioned proceedings in order to protect its legal and economic position in the interests of the Company and all its shareholders and, where necessary, before all competent judicial authorities.
On June 25, 2026 , the Pirelli Shareholders’ Meeting - at which 81.44% of the share capital carrying voting rights was represented - approved the 2025 Financial Statements with approximately 57.89% of the share capital represented at the Meeting voting in favour and 41.97% voting against (the latter corresponding to 34.18% of the share capital, almost entirely represented by the 34.1% interest held by the shareholder Marco Polo International Italy S.r.l., which is controlled by Sinochem). The Shareholders’ Meeting also approved, with more than 99.99% of the share capital represented at the Meeting voting in favour, as proposed by the Board of Directors on April 16, 2026 , the distribution of a total dividend of euro 0.34 per ordinary share, including from distributable retained earnings reserves (comprising euro 0.24 per share, equal to approximately 50% of consolidated net income and in line with the previous year's dividend policy, and an additional dividend of euro 0.10 per share in light of the positive results and the reduction in financial leverage). The dividend was placed in payment on July 22, 2026.
The total dividend distribution amounted to approximately euro 369 million before statutory withholding taxes.
The Shareholders’ Meeting then appointed the Board of Directors, through the slate voting system, for the 2026-2027-2028 financial years (until the approval of the Financial Statements at December 31, 2028), determining that it would comprise 15 members. Based on the two lists disclosed on June 1, 2026 , the following individuals were appointed as Directors of the Company: Marco Tronchetti Provera, Andrea Casaluci, Michele Carpinelli, Luca Rovati, Giovanni Tronchetti Provera, Alessia Carnevale, Roberto Diacetti, Moroello Diaz della Vittoria Pallavicini, Costanza Esclapon de Villeneuve, Claudia Parzani, Veronica Squinzi and Michela Zeme, drawn from the so-called majority list (voted by approximately 58.07% of the share capital represented at the Shareholders’ Meeting) submitted by Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l.
and Marco Tronchetti Provera & C. S.p.A., and: Zhang Haitao, Xi Xiaohong and Wang Kun, drawn from the so-called minority list (voted by approximately 41.9% of the share capital represented at the Shareholders’ Meeting) submitted by Marco Polo International Italy S.r.l.
The Shareholders’ Meeting also approved the Remuneration Policy for 2026 (with 92.28% of the share capital present at the Shareholders’ Meeting) and expressed its favourable opinion (with 82.35% of the share capital present) on the Report on remuneration paid for the 2025 financial year.
The Shareholders’ Meeting also approved (with 96.61% of the share capital present) the adoption of the three-year monetary incentive plan 2026-2028 (LTI Plan) for Pirelli Group management and
20 approved (with 99.5% of the share capital present) the so-called “Directors and Officers Liability Insurance” policy.
Lastly, with reference to the three-year monetary incentive plans 2023-2025, 2024-2026 and 2025-2027, already approved by the Shareholders’ Meeting held on July 31, 2023, May 28, 2024 and June 12, 2025, respectively, the Shareholders’ Meeting approved (with 96.87% of the share capital present) the normalisation of the effects arising from an extraordinary transaction relating to one of the companies included in the peer group reference panel for the relative TSR (Total Shareholder Return) target, for the purposes of assessing its impact on relative TSR.
On June 30, 2026 , the Board of Directors of Pirelli & C. S.p.A. appointed Marco Tronchetti Provera as Executive Chairman by a majority vote, with Director Zhang Haitao voting against and Directors Xi Xiaohong and Wang Kun abstaining.
The Board of Directors also elected Giovanni Tronchetti Provera as Vice Chairman by a majority vote, with Directors Zhang Haitao, Xi Xiaohong and Wang Kun voting against.
Lastly, the Board of Directors unanimously confirmed Andrea Casaluci as Chief Executive Officer (CEO).
The Board of Directors has conferred to the Executive Chairman, the power to act as the Company’s legal representative and the other powers provided for under the Articles of Association in force. He is also delegated powers relating to general strategies, including financial and organisational strategies, and to the supervision of the proposal, adoption and implementation of the budget and multi-year strategic, industrial and financial plans of Pirelli and its Group by Pirelli’s Chief Executive Officer, as well as powers relating to communications, shareholder relations and national and international institutional relations.
The CEO has been conferred the powers provided for under the Articles of Association in force, as well as all powers relating to the operational management of Pirelli. The CEO has also been granted powers for the management and development of matters relating to sustainability and Motorsport, with the assistance of the Vice Chairman in these matters.
Pirelli’s Board of Directors took note, whilst reserving the right to make the assessments required by law, of the communication received on June 29, 2026 from Marco Tronchetti Provera & C. S.p.A.
regarding the existence of control over Pirelli by Mr Marco Tronchetti Provera (through the company Marco Tronchetti Provera & C. S.p.A. (MTP & C.), which in turn controls Camfin S.p.A., Camfin Alternative Assets S.r.l. and Longmarch Holding S.r.l.) following the Pirelli Shareholders’ Meeting held on June 25, 2026, at which the list submitted by MTP & C., together with Camfin, S.p.A. and Longmarch, appointed the majority of the members of the Board of Directors and all executive positions. Following this declaration, Director Luca Rovati stated that he no longer qualified as an independent Director due to his role as a shareholder of Camfin.
The Board of Directors therefore comprises 15 members, of whom 10 are independent: Marco Tronchetti Provera (Executive Chairman), Giovanni Tronchetti Provera (Vice Chairman), Andrea Casaluci (Chief Executive Officer), Alessia Carnevale (independent), Michele Carpinelli (independent), Roberto Diacetti (independent), Moroello Diaz della Vittoria Pallavicini (independent), Costanza Esclapon de Villeneuve (independent), Claudia Parzani (independent), Luca Rovati, Veronica Squinzi (independent), Michela Zeme (independent), Zhang Haitao, Xi Xiaohong
21 (independent) and Wang Kun (independent). The curricula vitae of the Directors are available on the website www.pirelli.com .
The Board also appointed Claudia Parzani as Lead Independent Director by a majority vote, with Director Zhang Haitao abstaining.
The Board of Directors also established the International Advisory Board (“IAB”) by a majority vote, with the purpose of providing analysis, guidance and monitoring of geopolitical, economic, technological, market, supply chain, regulatory and social developments that could influence the Group’s strategy, competitiveness, resilience and sustainable value creation over the medium to long term. The Board also established the Board committees.
For more information reference should be made to the website www.pirelli.com .
The Board of Directors, having obtained the favourable opinion of the Board of Statutory Auditors, confirmed Fabio Bocchio as the Manager responsible for the preparation of the Corporate Financial Documents, who is also assigned the task of certifying the consolidated sustainability reporting.
The Board of Directors also appointed Carlo Secchi (Chairman), Andrea Pecchio (Vice Chairman), Maura Campra, Paolo Domenico Sfameni and Alberto Bastanzio as members of the Supervisory Body, whose term of office had expired together with that of the Board of Directors that had appointed it.
During the meeting, the Board of Directors was informed of a multi-year investment plan for the United States amounting to between approximately US$ 1 and 1.2 billion, which had already been taken into consideration during the previous mandate. The investment will be included on the agenda of a forthcoming Board of Directors Meeting for the relevant approval and will allow for an increase in production capacity in the United States, including the development of the Cyber ™ Tyre technology. Indeed, thanks to the governance changes established by the DPCM Golden Power, Pirelli has been able to agree with the BIS (US Department of Commerce Bureau of Industry and Security) on general terms that will allow the Cyber ™ Tyre to be introduced to the US market. The expansion plan will support the growth of High Value in North America and will strengthen the local-
for-local strategy also in this market, as is already the case in China and Europe.
The investment plan is expected to constitute an integral part of the next Industrial Plan and will not have any impact on the 2026 targets. The project, which will be developed over several financial years, will not change the Company’s investment profile, which will maintain the usual ratio between investments and revenues at approximately 7%.
22 GROUP PERFORMANCE AND RESULTS
In this document, in addition to the financial measures provided for by the International Financial Reporting Standards (IFRS), alternative performance indicators derived from the IFRS were used, to allow for a better assessment of the Group's operating and financial performance.
Reference should be made to the section "Alternative Performance Indicators" for a more analytical description of these indicators.
* * * The results for the first half-year of 2026 confirmed the resilience of Pirelli’s business model in a macroeconomic environment characterised by high volatility and persistent geopolitical tensions.
On the Commercial front:
Pirelli further consolidated its leadership position in High Value, recording an overall growth of +3.5% in High Value Car and Motorcycle volumes, with gains in market share in both businesses. This performance was supported by both the Original Equipment channel, thanks to the strengthening of strategic partnerships with the leading manufacturers of two and four-wheeled vehicles in North America and in the APAC region, as well as the Replacement channel, and also benefitted from the strength of the Brand, the quality of the product range and from the continued popularity of Pirelli products amongst consumers;
at the same time, the Group pursued its strategy of increasing selectivity in Standard (sales volumes at -8%), particularly in South America, by reducing its exposure to lower-margin segments and focusing on higher-value products and channels.
Overall, growth in High Value and the selective management of the Standard business, resulted in Group volumes remaining broadly stable.
Product innovation is a key feature of Pirelli’s High Value strategy:
• during the first half-year of 2026, the Group obtained approximately 200 new homologations from leading Premium and Prestige manufacturers, with a strong focus on ≥19 inch tyres (90% of the total), on Specialities (70%) and electrified vehicles (60% comprising BEVs and
PHEVs);
• the high technological content of Pirelli’s products is consistently recognised by the leading Premium and Prestige manufacturers, who choose the Group’s tyres to equip their most recent generation models. Among the homologations obtained during the half-year were those for the Ferrari Luce, the Maranello based manufacturer’s first electric model, for the Rivian R2S and for the new Audi Q7 and Q9 SUVs;
• the product portfolio was further expanded with the launch, in the Car Replacement segment in North America, of the new Scorpion AS 4, designed to offer greater comfort, control and mileage. In the Motorcycle segment, marketing began for the Metzeler Sportec 01 RS, which was developed through the experience gained in competitive racing, whilst in Cycling, the new Cinturato Gravel RH and RM were introduced, aimed at the growing high-performance gravel segment;
23 • the Group’s technological leadership was confirmed by comparative tests conducted in the Car segment, in which Pirelli secured eight victories in the first half-year of 2026 alone;
• lastly, the development of the Cyber Tyre continued , through strategic partnerships with entities of excellence in the field of connectivity and autonomous driving, such as Univrses, RideSense and Niulinx, with the aim of further strengthening the technological platform. The benefits of the Cyber Tyre in terms of safety and performance were recently presented to the specialist press during an event at the Pirelli circuit in Vizzola Ticino (Varese), where participants had the opportunity to experience its effectiveness first-hand under various driving conditions. The tests performed highlighted the real improvements in braking distances, wet-weather handling and vehicle stability under aquaplaning conditions, which confirmed the value of this technology as a distinctive feature of the Group’s innovative offering and its ability to deliver measurable benefits for vehicle safety and performance.
On the Efficiency Programme front, in the first half-year of 2026, gross savings of euro approximately 81 million were achieved, equal to approximately 54% of the annual target and in line with expectations for the development of the projects. This result reflected, in particular, the progress made in the product design programme and in improving industrial productivity.
In light of the crisis in the Middle East, and the consequent impact on the cost of raw materials, energy and transport, the Company promptly activated mitigation initiatives, which included price increases and further cost containment measures.
On the Sustainability front, significant progress has been made in support of the Plan’s objectives in the areas of People, Climate, Product and Nature As part of the People programme, in which health and safety at work are fundamental pillars, the accident frequency rate at the end of the first half-year had decreased by -54% compared with the first half-year of the previous year.
As part of the Climate programme, the decarbonisation plan continued in line with expectations, thanks to projects to improve energy efficiency and to electrify machinery in factories, and to the fact that 100% of the electricity purchased by the Group is sourced from renewable sources, already as of 2025. At the end of the first half-year, there was a consolidated -13.5% reduction in absolute Scope 1 and 2 emissions compared with the first half of the previous year. The reduction in absolute Scope 3 emissions (supply chain) had continued in line with the 2027 target (-28% as compared with 2018).
During the first half-year, the roadmap for the Product programme saw the launch of partnerships in the areas of material circularity , aimed at the creation of scalable industrial supply chains that are economically sustainable, traceable and certified according to internationally recognised sustainability schemes.
24 In particular, Pirelli:
in the United States , it launched a partnership with Bolder Industries for the recovery of ISCC PLUS certified carbon black through the pyrolysis process, for reuse in the production of new tyres;
in China , in collaboration with Xingda , ISCC PLUS certification was introduced into the recycled steel supply chain;
in Germany , together with Pyrum Innovations, BASF and Synthos , Pirelli led the implementation of the Tyre-to-Tyre project by establishing a European supply chain that recovers end-of-life products and transforms them into carbon black and synthetic rubber , for reuse in the production of new tyres, on an industrial scale and through a fully traceable process which is ISCC PLUS certified.
As part of the Nature Programme, specific water abstraction was reduced by a further -6.7% at Group level , compared with the first half-year of the previous year. These results had benefited from the positive impact arising from the ongoing efficiency projects and from the progress of the programme for the electrification of the vulcanisation presses, to replace the use of steam.
At the end of the first half-year of 2026, the Company reconfirmed its position at the top of the sector at global level in the main ESG indices and ratings , including:
S&P Dow Jones Best-in-Class World and Dow Jones Best-in-Class Europe;
“Top 1%” in the S&P Global 2026 Sustainability Yearbook;
CDP – Climate A List;
CDP – Supplier Engagement Assessment A List;
ISS – ESG Corporate Rating – Prime Status;
Sustainalytics – ESG Risk Rating – Negligible Risk;
FTSE Russell – FTSE4Good Index Series.
Pirelli's results for the first half-year of 2026 were characterised by:
an organic growth in revenues of +2.5%, which was driven entirely by a strong price/mix (+2.5%), with volumes that were stable year-on-year;
profitability stood at 16% (EBIT margin adjusted), consistent with the performance of the previous year, thanks to the effectiveness of internal levers which more than offset the greater negativity of external factors (exchange rate volatility, the impact of the crisis in the Middle East, as well as the impact of US tariffs);
a net income increase of +13% compared to the first half-year of 2025, thanks to the reduction in the amortisation included in the PPA, to lower financial expenses related to debt and a greater contribution from equity investments, mainly attributable to the fair value remeasurement, equal to euro 27 million, of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd. following consolidation, which was partially offset by the increase in the tax rate;
net cash flow before dividends and extraordinary transactions was consistent with the usual seasonality of the business and was essentially stable year-on-year.
25 The Group’s Consolidated Financial Statements can be summarised as follows:
(in millions of euro) 1 HY 2026 1 HY 2025 Net sales 3,494.5 3,498.6 EBITDA adjusted (°) 814.5 792.9 % of net sales 23.3% 22.7%
EBITDA 794.5 771.1
% of net sales 22.7% 22.0% EBIT adjusted 557.8 558.3 % of net sales 16.0% 16.0% Adjustments: - amortisation of intangible assets included in PPA (45.6) (56.9)
- one-off, non-recurring and restructuring expenses (20.0) (21.8)
EBIT 492.2 479.6
% of net sales 14.1% 13.7% Net income/(loss) from equity investments 29.1 16.0 Financial income/(expenses) (94.1) (122.7) Net income before taxes 427.2 372.9 Taxes (128.2) (108.9) Tax rate % 30.0% 29.2% Net income 299.0 264.0 Net income attributable to Owners of the Parent Company 273.1 246.5 Earnings per share (in euro per basic share) 0.25 0.25 Net income adjusted 318.6 320.2 (°) The adjustments refer to one-off, non-recurring and restructuring expenses to the amount of euro 20.0 million (euro 21.8 million for the first half-year of 2025).
26 For a better understanding of the Group’s performance, the following quarterly performance figures are provided below:
Net sales for the first half-year amounted to euro 3,494.5 million, and were substantially stable (-0.1%) compared to the first half-year of 2025 (euro 3,498.6 million), and had increased by +2.5% excluding the combined impact of the exchange rate effect and the adoption of hyperinflation (in millions of euro) 06/30/2026 12/31/2025 06/30/2025 Fixed assets 9,027.2 8,593.1 8,571.9 Inventories 1,519.5 1,455.5 1,445.5 Trade receivables 978.9 628.5 896.5 Trade payables (1,558.9) (2,082.4) (1,573.7) Operating net working capital 939.5 1.6 768.3 % of net sales (*) 13.9% 0.0% 11.3% Other receivables/other payables (415.1) (71.5) 10.4 Net working capital 524.4 (69.9) 778.7 % of net sales (*) 7.7% (1.0%) 11.4% Net invested capital 9,551.6 8,523.2 9,350.6 Equity 6,685.0 6,456.7 5,702.9 Provisions 950.7 964.5 969.0 Net financial (liquidity)/debt position 1,915.9 1,102.0 2,678.7 Equity attributable to Owners of the Parent Company 6,396.6 6,277.8 5,542.2 Investments in intangible and owned tangible assets (CapEx) 177.2 419.7 128.0 Increases in right of use 51.6 112.9 71.6 Research and development expenses 161.2 312.7 152.4 % of net sales 4.6% 4.6% 4.4% Research and development expenses - High Value 154.5 299.5 145.9 % of High Value sales 5.4% 5.6% 5.2% Employees (headcount at end of period) 30,704 29,915 30,820 Tyre production sites (number) 18 18 18 (*) During interim periods net sales refer to the last twelve months.
(in millions of euro) 2026 2025 2026 2025 2026 2025 Net sales 1,737.2 1,758.6 1,757.3 1,740.0 3,494.5 3,498.6 yoy -1.2% 1.0% -0.1% organic yoy * 3.5% 1.4% 2.5% EBITDA adjusted 404.4 399.0 410.1 393.9 814.5 792.9 % of net sales 23.3% 22.7% 23.3% 22.6% 23.3% 22.7%
EBITDA 393.4 387.5 401.1 383.6 794.5 771.1
% of net sales 22.6% 22.0% 22.8% 22.0% 22.7% 22.0% EBIT adjusted 277.4 279.8 280.4 278.5 557.8 558.3 % of net sales 16.0% 15.9% 16.0% 16.0% 16.0% 16.0% Adjustments: - amortisation of intangible assets included in PPA (22.8) (28.4) (22.8) (28.5) (45.6) (56.9)
- one-off, non-recurring and restructuring expenses (11.0) (11.5) (9.0) (10.3) (20.0) (21.8)
EBIT 243.6 239.9 248.6 239.7 492.2 479.6
% of net sales 14.0% 13.6% 14.1% 13.8% 14.1% 13.7% Net income/(loss) from equity investments 28.0 5.8 1.1 10.2 29.1 16.0 Financial income/(expenses) (46.0) (59.5) (48.1) (63.2) (94.1) (122.7) Net income/(loss) before taxes 225.6 186.2 201.6 186.7 427.2 372.9 Taxes (68.8) (59.0) (59.4) (49.9) (128.2) (108.9) Tax rate % 30.5% 31.7% 29.5% 26.7% 30.0% 29.2% Net income/(loss) 156.8 127.2 142.2 136.8 299.0 264.0 *before exchange rate effect, hyperinflation in Argentina and Turkey and changes in the Scope of Consolidation.1 Q 2 Q TOTAL 1 HY
27 accounting (totalling -2.1%), as well as the change in the scope of consolidation (a -0.5% impact on revenues), following the sale of Däckia AB which was completed in the second quarter of 2025.
High Value sales accounted for 82% of total Group revenues (80% for the first half-year of 2025).
The following table shows the changes in net sales performance compared to the same period of the previous year:
Volume trends, which remained stable compared with the first half of the previous year, reflected, as already illustrated, the opposing dynamics between High Value and Standard. In Car ≥18'‘, in particular, Pirelli outperformed the market, gaining market share in both channels (Original Equipment and Replacement), while for Car ≤17’' the strategy of reducing exposure to the less profitable products and channels continued.
Growth in the price/mix (+2.5%) was driven by the continued improvement in the product mix and by the positive contribution of the regional mix.
The negative impact of the exchange rate effect and hyperinflation (-2.1%) was mainly due to the depreciation of the US dollar compared with the first half-year of 2025.
Lastly, the change in the scope of consolidation, following the sale of Däckia AB, had a negative impact on the half-year (-0.5%).
Net sales for the second quarter amounted to euro 1,757.3 million, with organic growth of +1.4% compared to the same period of 2025.
There was a decrease in volumes (-1.5%), where the trend reflected Pirelli's differing performances in the two segments:
market share gains in High Value, with a +3% growth in Car and Motorcycle volumes, which was lower than that of the first quarter (+4%), due to the reduced contribution from the Motorcycle business following the strong performance recorded in the first quarter, and due to weak market demand in the Original Equipment channel;
a more marked reduction in Standard compared with the first quarter (-11% in the second quarter, -4% in the first quarter), in line with the aforementioned strategy for selectivity.
The price/mix trend was positive (+2.9%) and an improvement compared to the first quarter (+2.0%), supported by the continued improvement in the product mix and by the positive regional mix, driven 1Q 2Q 1HY Volume 1.5% -1.5% 0.0% Price/mix 2.0% 2.9% 2.5% Change on a like-for-like basis 3.5% 1.4% 2.5% Exchange rate effect /Hyperinflation accounting in Argentina and Turkey -4.5% 0.4% -2.1% Change in Scope of Consolidation - Däckia AB -0.2% -0.8% -0.5% Total change -1.2% 1.0% -0.1%2026
28 by a solid performance in Europe, North America and APAC and by weaker demand in South America.
The trend for the exchange rate effect was also positive (+0.4% in the second quarter, -4.5% in the first quarter), following the reduced depreciation in the US dollar and the strengthening of currencies such as the Chinese renminbi and the Brazilian real.
Lastly, the change in the scope of consolidation had a negative effect (-0.8% impact on revenues) following the sale of Däckia AB in the second quarter of 2025.
The performance for net sales according to geographical region was as follows:
EBITDA adjusted for the first half-year amounted to euro 814.5 million (+2.7% compared to euro 792.9 million for the same period of 2025), with a margin of 23.3% (22.7% for the first half-year of 2025), and reflected the dynamics described in the following paragraph in terms of the EBIT adjusted.
EBIT adjusted for the first half-year of 2026 amounted to euro 557.8 million (euro 558.3 million for the same period of 2025), with an EBIT margin adjusted of 16.0% that was stable compared to the first half-year of 2025, thanks to the efficiency of internal levers.
More specifically:
the positive contribution from the price/mix (euro +50.2 million) and efficiencies (euro +81.3 million) more than offset the negative impact of the exchange rate effect (euro -44.4 million) and inflation in the cost of production factors (euro -64.6 million), driven by the crisis in the Middle East;
the positive contribution from raw materials (euro +31.5 million);
whilst the negative impact of higher depreciation and amortisation amounted to euro -12.2
million;
lastly, the increase in other costs (euro -42.5 million) was mainly attributable to the impact of the US tariffs and the rigorous management of finished product inventories following the highly volatile environment. 1 HY 2025 (in millions of euro) % % Europe 1,395.4 40.0% 40.2% North America 937.0 26.8% 26.2%
APAC 608.3 17.4% 16.6%
South America 332.7 9.5% 9.9% Russia and MEAI 221.1 6.3% 7.1% Total 3,494.5 100.0% 100.0%1 HY 2026
29 In the second quarter of 2026, the EBIT adjusted amounted to euro 280.4 million (+0.7% compared with euro 278.5 million for the same period in 2025), with an EBIT margin adjusted of 16.0%, which was stable year-on-year.
In the second quarter of 2026, the positive contribution from the price/mix (euro +28.8 million) more than offset the negative impact of the exchange rate effect (euro -4.3 million) and the weak performance in volumes (euro -10.2 million). The positive contribution from efficiencies (euro +38.0 million) exceeded the inflation in the cost of production factors (euro -36.4 million).
The contribution from raw materials was positive (euro +16.0 million), whilst depreciation and amortisation (euro -6.8 million) and other costs (euro -23.2 million) increased. The latter included the above-mentioned impacts of tariffs and the reduction in finished product inventories.
EBIT for the first half-year of 2026 amounted to euro 492.2 million, an increase compared to euro 479.6 million for the first half-year of 2025. This included the amortisation of intangible assets identified during the PPA to the amount of euro 45.6 million, a decrease compared to the figure for the first half-year of 2025 (euro 56.9 million), and one-off, non-recurring and restructuring expenses to the amount of euro 20.0 million, a slight decrease compared with the first half-year of 2025 (euro 21.8 million).
Net income/(loss) from equity investments amounted to an income of euro 29.1 million (an income of euro 16.0 million for the first half-year of 2025), and refers mainly to the revaluation at fair Xushen Tyre (Shanghai) Co., Ltd. The figure for the first half-year of 2025 refers mainly to the pro-
rata result of the investment in the aforementioned joint venture.
Net financial expenses for the first half-year of 2026 amounted to euro 94.1 million, a decrease compared with euro 122.7 million for the first half-year of 2025, mainly thanks to the reduction in gross debt, as well as the lower weight of financial debt in countries with higher interest rates. (in millions of euro) 1 Q 2 Q 1 HY 2025 EBIT adjusted 279.8 278.5 558.3
- Internal levers:
Volumes 10.4 (10.2) 0.2 Price/mix 21.4 28.8 50.2 Amortisation and depreciation (5.4) (6.8) (12.2) Efficiencies 43.3 38.0 81.3 Other costs (19.3) (23.2) (42.5)
- External levers:
Cost of production factors (commodities) 15.5 16.0 31.5 Cost of production factors (labour/energy/other) (28.2) (36.4) (64.6) Total exchange rate effect * (40.1) (4.3) (44.4) Total change (2.4) 1.9 (0.5) 2026 EBIT adjusted 277.4 280.4 557.8
* Transactional and traslational.
30 The latter contributed to the reduction in the cost of debt (calculated as the average over the last twelve months), which at June 30, 2026 stood at 3.89%, compared to 4.40% at December 31, 2025).
Taxes for the first half-year of 2026 amounted to euro 128.2 million, with a tax rate which stood at 30.0%. The figure for the first half-year of 2025 had been euro 108.9 million, with a tax rate of 29.2%.
Net income/(loss) amounted to an income of euro 299.0 million, compared to an income of euro 264.0 million for the first half-year of 2025.
Net income/(loss) adjusted amounted to an income of euro 318.6 million, (euro 320.2 million for the first half-year of 2025). The following table shows the calculations:
Net income/(loss) attributable to the Owners of the Parent Company amounted to an income of euro 273.1 million, compared to an income of euro 246.5 million for the first half-year of 2025.
Equity went from euro 6,456.7 million at December 31, 2025 to euro 6,685.0 million at June 30, 2026, and included the increase in non-controlling interests resulting from the consolidation of the company, the Xushen Tyre (Shanghai) Co., Ltd.
Equity attributable to the Owners of the Parent Company at June 30, 2026 equalled euro 6,396.6 million, compared to euro 6,277.8 million at December 31, 2025. (in millions of euro) 1 HY
2026 2025
Net income/(loss) 299.0 264.0 Amortisation of intangible assets included in PPA 45.6 56.9 One-off, non-recurring and restructuring expenses 20.0 21.8 Non-recurring income (26.8) -
Taxes (19.2) (22.5) Net income/(loss) adjusted 318.6 320.2
31 This change is shown in the following table:
The net financial position showed a debt of euro 1,915.9 million, compared to a debt of euro 1,102.0 million at December 31, 2025. It was composed as follows: (in millions of euro) GroupNon-controlling
interestsTotal
Equity at 12/31/2025 6,277.8 178.9 6,456.7 Translation differences 168.9 16.9 185.8 Net income/(loss) 273.1 25.9 299.0 Fair value adjustment of financial assets / derivative instruments (5.5) - (5.5) Actuarial gains/(losses) on employee benefits 5.9 - 5.9 Dividends approved (368.9) (12.6) (381.5) Consolidation and exercise of the Call Option on Xushen Tyre 0.6 78.6 79.2 Effect of hyperinflation in Turkey 10.0 - 10.0 Effect of hyperinflation in Argentina 29.7 - 29.7 (Gains) / losses reclassified to Income Statement 5.1 - 5.1 Other (0.1) 0.7 0.6 Total changes 118.8 109.5 228.3 Equity at 06/30/2026 6,396.6 288.4 6,685.0 (in millions of euro)06/30/2026 12/31/2025 Current borrowings from banks and other financial institutions 389.6 210.6
- of which lease liabilities 109.0 102.2 Current derivative financial instruments (liabilities) 4.5 2.6 Non-current borrowings from banks and other financial institutions 2,740.4 2,747.2
- of which lease liabilities 350.3 356.1 Non-current derivative financial instruments (liabilities) 0.0 -
Total gross debt 3,134.5 2,960.4 Cash and cash equivalents (1,015.6) (1,525.9) Other financial assets at fair value through Income Statement (53.8) (79.9) Current financial receivables ** (27.8) (128.8) Current derivative financial instruments (assets) (6.7) (4.1) Net financial debt * 2,030.6 1,221.7 Non-current derivative financial instruments (assets) - -
Non-current financial receivables ** (114.7) (119.7) Total net financial (liquidity) / debt position 1,915.9 1,102.0
* Pursuant to CONSOB Notice dated July 28, 2006 and in compliance with the ESMA Guidelines regarding disclosure requirements pursuant to the Prospectus Regulation applicable from May 5, 2021.
** The item " Financial receivables " is reported net of the relative provisions for impairment which amounted to euro 9.0 million at June 30, 2026 (euro 8.3 million at December 31, 2025).
32 The structure of gross debt , which amounted to euro 3,134.5 million, was as follows:
At June 30, 2026, the Group had a liquidity margin of euro 2,569.4 million consisting of euro 1,500.0 million in unutilised committed credit facilities, euro 1,015.6 million in cash and cash equivalents, and euro 53.8 million in financial assets at fair value through the Income Statement. The liquidity margin guarantees coverage for maturities for borrowings from banks and other financial institutions to beyond the third quarter of 2029.
Net cash flow for the year, in terms of change in the net financial position, can be summarised as
follows:
Net cash flow before dividends and consolidation/exercise of the Call Option on Xushen Tyre for the first half-year of 2026 amounted to euro -556.9 million, compared to euro -503.7 million for the first half-year of 2025, (euro -547.1 million excluding the impact of euro +43.4 million related to the sale of Däckia AB to CTS).
Operating net cash flow for the first half-year of 2026 was negative to the amount of euro -416.1 million, (euro -217.0 million for the same period of 2025), and primarily reflected the increase in investments (tangible and intangible) and a higher cash absorption linked to the dynamics in trade payables. In more detail: within 1 year between 1 and 2 between 2 and 3 between 3 and 4 between 4 and 5 more than 5 years Club Facility EUR 2.1bn ESG 2026 5y 597.5 - - - - 597.5 -
Club Deal EUR 600m ESG 2024 4.5y 598.8 - - 598.8 - - -
Bond SLB EUR 600m 4.25% due 01/28 597.7 - 597.7 - - - -
Bond SLB EUR 600m 3.875% due 07/29 595.8 - - - 595.8 - -
Bank debt held by subsidiaries 200.1 200.1 - - - - -
Other financial debt 85.3 85.1 0.2 - - - -
Lease liabilities 459.3 109.0 91.6 68.4 43.2 25.2 121.9 Total gross debt 3,134.5 394.2 689.5 667.2 639.0 622.7 121.9 12.6% 22.0% 21.3% 20.4% 19.8% 3.9%Maturity date(in millions of euro) 06/30/2026 (in millions of euro) 2026 2025 2026 2025 2026 2025 EBIT adjusted 277.4 279.8 280.4 278.5 557.8 558.3 Amortisation and depreciation (excluding PPA amortisation) 127.0 119.2 129.7 115.4 256.7 234.6 Investments in intangible and owned tangible assets (CapEx) (86.9) (60.0) (90.3) (68.0) (177.2) (128.0) Increases in right of use (34.3) (28.3) (17.3) (43.3) (51.6) (71.6) Change in working capital and other (938.9) (865.7) (62.9) 55.4 (1,001.8) (810.3) Operating net cash flow (655.7) (555.0) 239.6 338.0 (416.1) (217.0) Financial income / (expenses) paid (34.3) (49.1) (51.4) (67.6) (85.7) (116.7) Taxes paid (51.2) (31.6) (48.4) (35.0) (99.6) (66.6) Cash-out for one-off, non-recurring and restructuring expenses (14.0) (12.6) (13.4) (9.9) (27.4) (22.5) Dividends paid to minority shareholders - - (12.3) (0.4) (12.3) (0.4) Differences from foreign currency translation and other 56.5 (29.8) 38.8 (75.0) 95.3 (104.8) Net cash flow before dividends, extraordinary transactions and investments(698.7) (678.1) 152.9 150.1 (545.8) (528.0) Capital subscription Middle East and North Africa Tyre Company - (12.8) - - - (12.8) Daeckia disposal (0.6) - (0.2) 43.4 (0.8) 43.4 Other extraordinary transactions (5.2) (5.8) (5.1) (0.5) (10.3) (6.3) Net cash flow before dividends paid by the Parent Company and consolidation/exercise of the Call Option on Xushen Tyre(704.5) (696.7) 147.6 193.0 (556.9) (503.7) Consolidation and exercise of the Call Option on Xushen Tyre (210.2) - (46.8) - (257.0) -
Net cash flow before dividends paid by the Parent Company (914.7) (696.7) 100.8 193.0 (813.9) (503.7) Dividends paid by the Parent Company - - - (249.2) - (249.2) Net cash flow (914.7) (696.7) 100.8 (56.2) (813.9) (752.9)1 Q 2 Q 1 HY
33 the operating performance recorded an improvement compared to the same period of the previous year, (the EBITDA adjusted amounted to euro 814.5 million in the first half-year of 2026, compared to euro 792.9 million in the first half-year of 2025);
investments in property, plant and equipment and intangible assets amounted to euro 177.2 million (euro 128.0 million for the same period of 2025), and were aimed mainly at High Value activities, at technology upgrades and at the automation of factories;
“increases in the right of use” equalled euro 51.6 million (euro 71.6 million in the first half-year of 2025). Amongst the main projects was the renewal during the first quarter of 2026, of the contract for the warehouse for finished products in Burton in the UK;
a higher cash absorption linked to “working capital and other" (euro -1,001.8 million compared to euro -810.3 million in the first half-year of 2025). This trend primarily reflected the higher cash absorption attributable to trade payables compared with the first half-year of 2025, owing to the greater concentration of investments in the last quarter of 2025 which resulted in the related payments being made during the first half-year of the year. Trade receivables followed the usual seasonality of the business, with a limited additional negative impact as a result of the situation in the Middle East. Inventory management was positive with an impact on revenues over the last twelve months which was higher than for the same period of 2025 (22.4% compared to 21.2%), and which reflected the strict management of finished product inventory levels, compounded by the rise in the cost of raw materials and the build-up of “safety stocks” due to the conflict in the Gulf region.
Net cash flow before dividends for the first half-year of 2026 amounted to euro -813.9 million and, in addition to the operational trends described above, reflected:
the impact of euro -257.0 million related to the consolidation and the increase to 70% of the stake in the Xushen Tyre (Shanghai) Co., Ltd., which amounted to euro -210.2 million and euro -46.8 million respectively;
financial expenses paid, to the amount of euro -85.7 million, which were lower by euro 31.0 million compared to the previous year;
taxes paid, to the amount of euro -99.6 million, which were higher by euro 33.0 million compared to the previous year;
payments related to non-recurring and restructuring expenses amounting to euro -27.4 million.
34 OUTLOOK FOR 2026
Market outlook
With the Middle East crisis continuing to weigh on global growth, inflation and the cost of raw materials, Pirelli has updated the 2026 market outlook and now foresees global Car tyre demand between “-3% and -1%” compared with the “-2% to stable” indicated in May. In detail:
the performance of the Standard is seen as “ negative mid-single-digit” (compared with negative low-single-digit in May);
the demand in Original Equipment seen falling by about 3% (in line with car production) compared with around -2% estimated in May.
In High Value, the expectations are:
in the Replacement channel, mid-single-digit demand with performance improving in the second half supported by the demand trends in Europe and APAC as well as the recovery in
North America;
in Original Equipment, a slight decline year on year (compared with prior forecasts of low single digit growth), which reflects the weak performance of China following the cessation of government incentives which underpinned demand last year. (in billions of euro) May 2026 July 2026 Revenues ~6.75 ÷ ~6.95 Confirmed EBIT margin adjusted ~16% Confirmed Investments (CapEx) ~0.45 Confirmed % of revenues ~6.5% Confirmed Net cash flow ~0.5 Confirmed Net cash flow before dividends and consolidation/exercise of the Call Option on Xushen Tyre Net Financial Position ~-1.2 Confirmed Leverage - NFP/EBITDA adj. ~0.75x Confirmed
35 2026 Targets In this scenario, Pirelli expects to gain market share in the High Value segment and to continue to reduce its exposure to Standard.
The company therefore confirms the 2026 targets announced in May, updating some drivers on the basis on the external scenario.
All targets are therefore confirmed:
Revenues between ~6.75 and ~6.95 billion euro , with:
o Volumes expected at “~+0% / ~+1%” (previous indication between ~+1% / ~+2% );
o price/mix confirmed at “~+2.5% /~+3%”;
o impact of forex and perimeter variation (deconsolidation of Däckia) expected to improve to between “-2.5% / -1.5%” (previous indication -4% / -2%);
Adjusted Ebit ~16% ;
Investments at ~450 million euro (~6.5% of revenues);
Net cash generation before dividends and impact of Chinese jv Xushen Tyre at ~500
million euro;
Net financial position at ~-1.2 billion euro;
Rapporto fra NFP/ Ebitda Adjusted pari a ~0.75 volte The targets incorporate the impact of the Middle East crisis which, as announced in May, is expected to have an impact limited to 20 million euro on Adjusted Ebit, thanks to the mitigation actions underway and forecasts of a progressive normalization of commodity prices in the third quarter of 2026.
36 SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE HALF-YEAR
No significant events occurred after the end of the half-year period.
37 ALTERNATIVE PERFORMANCE INDICATORS
This document, in addition to the financial measures provided for by the International Financial Reporting Standards (IFRS), presents some measures derived from the latter, but not provided for by the IFRS (Non-GAAP Measures), in compliance with the ESMA Guidelines on Alternative Performance Indicators (ESMA/2015/1415 Guidelines) published on October 5, 2015. These measures are presented in order to allow for a better assessment of the Group's operating performance, and should not be considered as alternatives to those provided for by the IFRS.
Specifically, the Non-GAAP Measures used were as follows:
EBITDA :equal to the EBIT but excludes the depreciation and amortisation of property, plant and equipment and intangible assets. The EBITDA is used to measure the ability to generate results from operations, excluding the impacts deriving from investments;
EBITDA adjusted : an alternative measure to the EBITDA which excludes non-recurring, restructuring and one-off expenses;
EBITDA margin : calculated by dividing the EBITDA by revenues from sales and services. This measure is used to evaluate operating efficiency, excluding the impacts deriving from
investments;
EBITDA margin adjusted : calculated by dividing the EBITDA adjusted by revenues from sales and services. This measure is used to evaluate operating efficiency, excluding the impacts deriving from investments and the operating costs attributable to non-recurring, restructuring and one-off expenses;
EBIT : an intermediate measure which is derived from the net income/(loss), but which excludes taxes, financial income and financial expenses and the net income/(loss) from equity investments. The EBIT is used to measure the ability to generate results from operations, including the impacts deriving from investments;
EBIT adjusted : an alternative measure to the EBIT which excludes the amortisation of intangible assets relative to assets recognised as a consequence of Business Combinations and the operating costs attributable to non-recurring, restructuring and one-off expenses;
EBIT margin : calculated by dividing the EBIT by revenues from sales and services. This measure is used to evaluate operating efficiency;
EBIT margin adjusted : calculated by dividing the EBIT adjusted by revenues from sales and services. This measure is used to evaluate operating efficiency, excluding the amortisation of intangible assets relative to assets recognised as a consequence of Business Combinations and the operating costs attributable to non-recurring, restructuring and one-off expenses;
Net income/(loss) adjusted : calculated by excluding the following items from the net
income/(loss):
38 o the amortisation of intangible assets relative to assets recognised as a consequence of Business Combinations and the operating costs attributable to non-recurring, restructuring and one-off expenses;
o non-recurring expenses/income recognised under net income/(loss) from equity
investments;
o non-recurring expenses/income recognised under financial income and expenses;
o non-recurring expenses/income recognised under taxes, as well as the tax impact relative to the adjustments referred to in the previous points;
Fixed assets : this measure is constituted by the sum of the Financial Statement items, “Property, plant and equipment”, “Intangible assets”, “Investments in associates and joint ventures”, “Other financial assets at fair value through other Comprehensive Income” and “Other non-current financial assets at fair value through the Income Statement”. Fixed assets represent the non-current assets included in the net invested capital;
Net operating working capital : this measure is constituted by the sum of the items “Inventories”, “Trade receivables” and “Trade payables” ;
Net working capital : this measure is constituted by the net operating working capital and by other receivables and payables, including tax receivables and payables, and derivative financial instruments not included in the net financial position. This measure represents the short-term assets and liabilities included in the net invested capital, and is used to measure short-term
financial stability;
Net invested capital : this measure is constituted by the sum of (i) fixed assets, and (ii) net working capital. Net invested capital is used to represent the investment of financial resources;
Provisions : this measure is constituted by the sum of the items “Provisions for liabilities and charges (current and non-current)”, “Provisions for employee benefit obligations (current and non-current)”, “Other non-current assets”, “Deferred tax liabilities” and “Deferred tax assets”;
Net financial debt : calculated pursuant to the CONSOB Notice dated July 28, 2006 and in compliance with the ESMA Guidelines regarding disclosure requirements pursuant to the Prospectus Regulation applicable as of May 5, 2021. Net financial debt represents borrowings from banks and other financial institutions net of cash and cash equivalents, of other current financial assets at fair value through the Income Statement, of current financial receivables (included in the Financial Statements under “ Other receivables ”), and of the derivative instruments used for hedging items included in the net financial position and recognised in the Financial Statements under “Derivative financial instruments” as current assets, current liabilities and non-current liabilities;
Net Financial Position : this measure represents the net financial debt less the non-current financial receivables (included in the Financial Statements under “Other receivables” ) and the non-current derivative instruments used for hedging items included in the net financial position and recognised in the Financial Statements under “Derivative financial instruments” as non-current assets. The net financial position is an alternative measure to net financial debt but which includes non-current financial assets;
39 Liquidity margin : this measure is constituted by the sum of the Financial Statement items, “Cash and cash equivalents ”, “Other financial assets at fair value through the Income Statement” and the committed but unutilised credit facilities;
Operating net cash flow : calculated as the change in the net financial position attributable to
operations management;
Net cash flow before dividends, extraordinary transactions and investments : calculated by adding the change in the net financial position due to financial and tax management, to the operating net cash flow;
Net cash flow before dividends paid by the Parent Company and the consolidation/exercise of the Call Option on Xushen Tyre : calculated by adding the change in the net financial position due to extraordinary transactions and the management of investments, to the net cash flow before dividends, extraordinary transactions and investments;
Net cash flow before dividends paid by the Parent company : calculated by adding the change in net financial position due to the consolidation/exercise of the Call Option on Xushen Tyre to the net cash flow before dividends paid by the Parent Company and the consolidation/esercise of the Call Option on Xushen Tyre;
Net cash flow : calculated by subtracting the dividends paid by the Parent company from the net cash flow before dividends paid by the Parent company;
Investments in intangible and owned tangible assets (CapEx) : calculated as the sum of investments (increases) in intangible assets and investments (increases) in property, plant and equipment excluding any increases relative to the right of use;
Increases in the right of use : calculated as the increases in the right of use related to lease contracts.
40 OTHER INFORMATION
ROLE OF THE BOARD OF DIRECTORS
Pursuant to Article 11 of the Articles of Association, the Board of Directors is responsible for the management and supervision of the Company's overall business activities, and pursues its sustainable success, and is vested for this purpose with powers of administration, except for those which, by law or under the Articles of Association, are reserved for the Company’s Shareholders’ Meeting.
The Executive Chairman is vested with the legal representation of the Company and the other powers provided for under the Articles of Association in force. He is also delegated powers relating to general strategies, including financial and organisational strategies, and to the supervision of the proposal, adoption and implementation of the budget and multi-year strategic, industrial and financial plans of Pirelli and its Group by Pirelli’s Chief Executive Officer, as well as powers relating to communications, shareholder relations and national and international institutional relations.
The Board of Directors has conferred to the Chief Executive Officer, the powers provided for under the Articles of Association in force, as confirmed by the Board of Directors at its meeting held on June 30, 2026, together with all powers relating to the operational management of Pirelli. The Chief Executive Officer is also delegated powers for the management and development of matters relating to sustainability and Motorsport, with the assistance of the Vice Chairman in these matters.
Within the Board of Directors, the following Board Committees have been established, the functions of which are set out in detail in their respective regulations:
Strategies Committee;
Sustainability Committee;
Remuneration Committee;
Audit, Risk and Corporate Governance Committee;
Committee for Related Party Transactions.
For more information on the role of the Board of Directors, reference should be made to the additional information available on the Pirelli website ( www.pirelli.com ), in the Governance section.
INFORMATION ON THE SHARE CAPITAL AND OWNERSHIP STRUCTURE
The issued and fully paid-up share capital at the date of approval of this present Financial Report amounted to euro 2,065,650,608.36, represented by 1,084,881,933 registered ordinary shares with no nominal value. Each share entitles the holder to one vote. No other classes of shares exist.
On April 10, 2026, the Council of Ministers exercised the special powers pursuant to Legislative Decree No. 21/2012 (the "Golden Power Decree") in relation to Pirelli. In view of the expiry on May 18, 2026 of the Shareholders' Agreement concerning Pirelli entered into between the shareholders Camfin and MTP S.p.A. and the Sinochem Group (China National Chemical Corporation Limited, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à
41 r.l. and Marco Polo International Italy S.r.l.), the Golden Power Decree provides, in respect of Marco Polo International Italy S.r.l., for:
the reintroduction of part of the prescriptions contained in the Decree of the President of the Council of Ministers dated June 16, 2023;
additional restrictions, including the submission of a list for the renewal of Pirelli's Board of Directors containing no more than three candidates, two of whom must be independent, it being understood that none of them, if elected to Pirelli's Board of Directors, may hold corporate offices such as, by way of example and without limitation, those of Chairman, Deputy Chairman or Chief Executive Officer, nor chair any Board committees. Furthermore, none of those Directors may be granted management delegations, executive powers or responsibilities capable of influencing Pirelli's strategic, industrial or financial decisions.
Should the list submitted obtain the majority of the votes, it may not in any way participate in the appointment of the Directors required to complete the composition of the Board of Directors.
On June 1, 2026, Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l. and Marco Tronchetti Provera & C. S.p.A., holding in aggregate 26.18% of Pirelli's share capital (26.49% as of the date of this report), submitted a list of candidates for the renewal of the Company's Board of Directors. The list obtained the majority of the votes (approximately 58.07%) at the Shareholders' Meeting held on June 25, 2026, resulting in the appointment of 12 of the 15 Directors.
Subsequently, at the Board of Directors' meeting held on June 30, 2026, the Chief Executive Officer and the Executive Chairman were appointed from among those Directors.
As a result of the appointment of the majority of the members of the Board of Directors and the subsequent appointment of all executive directors from among the directors elected from the above-
mentioned list, thereby enabling the exercise of power over the relevant activities of the Company, Camfin S.p.A. was identified as the Company's direct controlling entity and Marco Tronchetti Provera & C. S.p.A. as the Company's ultimate controlling entity.
The Company is not aware of the existence of any shareholders' agreements that fall within the scope of Article 122 of Legislative Decree No. 58 of February 24, 1998.
For more information on the Company's corporate governance and ownership structure, reference should be made to the Pirelli website ( www.pirelli.com ), in the Governance and Investor Relations sections.
WAIVER OF THE PUBLICATION OF INFORMATION DOCUMENTS
The Board of Directors, taking into account the simplifications of the regulatory requirements introduced by CONSOB pursuant to CONSOB Regulation No. 11971 of May 14, 1999, as subsequently amended and supplemented, resolved to exercise the right to waive, pursuant to Article 70, paragraph 8, and Article 71, paragraph 1-bis of the aforesaid Regulations, the obligations to publish the information documents prescribed in the event of significant transactions such as
42 mergers, demergers, capital increases through the contribution of assets in kind, acquisitions, and disposals.
RELATED PARTY TRANSACTIONS
Pirelli, in compliance with CONSOB Regulation 17221 of March 12, 2010, as subsequently amended and supplemented (“ CONSOB RPT Regulation ”), concerning Related Party Transactions, has adopted a specific procedure for Related Party Transactions, which was most recently updated on May 9, 2024, as part of the periodic reviews of the procedures in place, and subsequently confirmed and adopted by the Board of Directors on June 30, 2026, on the occasion of the commencement of the new Board mandate (" RPT Procedure ").
The RPT Procedure is available on the Company's website ( www.pirelli.com ). For further details, reference should also be made to the section on the Directors' Interests and Related Party Transactions, included in the Report on Corporate Governance and Ownership Structure, included in the 2025 Annual Report.
Related Party Transactions do not qualify as either atypical or unusual, but are instead part of the ordinary course of business for the companies of the Group, and are carried out in the interest of the individual companies. These transactions are concluded in accordance with conditions that are standard or equivalent to those of the market. Furthermore, they are carried out in compliance with the RPT Procedure.
Pursuant to Article 5, paragraph 8 of the CONSOB RPT Regulation, it should be noted that during the first half-year of 2026, that no transaction of greater significance, as defined by Article 3, paragraph 1, letter b) of the aforesaid Regulation, was submitted to the Board of Directors of Pirelli & C. S.p.A. for approval.
The information on Related Party Transactions, as required pursuant to CONSOB Notice No.
DEM/6064293 of July 28, 2006, is presented in the Financial Statements, and in the Note entitled “Related Party Transactions” contained in the Condensed Half-Year Financial Statements at June 30, 2026. Related Party Transactions do not qualify as either atypical or unusual, but are instead part of the ordinary course of business for the companies of the Group, and are carried out in the interest of the individual companies. Such transactions, when not settled under standard conditions or are dictated by specific regulatory conditions, are in any case regulated by conditions consistent with those of the market. Furthermore, they are carried out in compliance with the RPT Procedure.
Furthermore, there were no Related Party Transactions - or changes to, or developments in, transactions described in the preceding Financial Report - that materially affected the Group’s financial position or results for the first half-year of 2026.
ATYPICAL AND/OR UNUSUAL OPERATIONS
Pursuant to CONSOB Notice No. DEM/6064293 of July 28, 2006, it should be noted that during the first half of the 2026 financial year, the Company did not carry out any atypical and/or unusual transactions, as defined in the aforementioned Notice.
43 The Board of Directors Milan, July 29, 2026.
PIRELLI & C. S.p.A. – Annual Report 2026 Consolidated Financial Statements
44 CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
AT JUNE 30, 2026
45 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in thousands of euro)
Note 06/30/2026 12/31/2025 of which related parties (note 41)of which related parties (note 41) Property, plant and equipment 8 3,845,697 3,366,385 Intangible assets 9 5,093,730 5,047,766 Investments in associates and joint ventures 10 47,489 141,397 Other financial assets at fair value through other Comprehensive Income 11 40,269 37,599 Deferred tax assets 12 236,099 210,490 Other receivables 14 340,703 6,925 322,004 19,141 Tax receivables 15 9,653 7,835 Other assets 21 95,960 85,048 Derivative financial instruments 26 1 -
Non-current assets 9,709,601 9,218,524 Inventories 16 1,519,505 1,455,546 Trade receivables 13 978,933 2,334 628,548 12,070 Other receivables 14 332,578 16,726 384,139 99,611 Other financial assets at fair value through Income Statement 17 53,848 79,904 Cash and cash equivalents 18 1,015,551 98,554 1,525,886 Tax receivables 15 38,521 35,087 Derivative financial instruments 26 11,949 2,841 25,549 Current assets 3,950,885 4,134,659 Total Assets 13,660,486 13,353,183 Equity attributable to the Owners of the Parent Company: 19.1 6,396,595 6,277,848 Share capital 2,065,651 2,065,651 Reserves 4,057,819 3,714,670 Net income 273,125 497,527 Equity attributable to non-controlling interests: 19.2 288,397 178,889 Reserves 262,481 145,720 Net income 25,916 33,169 Total Equity 19 6,684,992 6,456,737 Borrowings from banks and other financial institutions 22 2,740,322 293,761 2,747,192 11,292 Other payables 24 81,354 - 78,055 -
Provisions for liabilities and charges 20 85,801 15,712 84,823 17,828 Deferred tax liabilities 12 947,830 956,063 Provisions for employee benefit obligations 21 155,912 5,638 171,839 8,179 Tax payables 25 4,595 4,087 Derivative financial instruments 26 21 -
Non-current liabilities 4,015,835 4,042,059 Borrowings from banks and other financial institutions 22 389,569 4,829 210,602 4,530 Trade payables 23 1,558,873 37,485 2,082,442 166,489 Other payables 24 711,489 10,128 375,586 26,235 Provisions for liabilities and charges 20 57,985 8,939 47,281 -
Provisions for employee benefit obligations 21 35,211 6,531 46 -
Tax payables 25 179,727 132,296 Derivative financial instruments 26 26,805 8,339 6,134 Current liabilities 2,959,659 2,854,387 Total Liabilities and Equity 13,660,486 13,353,183
46 Note
of which related parties (note 41)of which related parties (note 41) Revenues from sales and services 28 3,494,5291,802 3,498,577 27,677 Other income 29 128,147 16,191 169,537 46,474 Changes in inventories of unfinished, semi-finished and finished products (16,225) 45,165 Raw materials and consumables used (net of change in inventories) (1,081,707) (4,475) (1,148,111) (9,460) Personnel expenses 30 (673,894) (7,813) (660,301) (7,706) Amortisation, depreciation and impairment 31 (302,902) (292,494) Other costs 32 (1,056,130) (81,658) (1,129,897) (177,631) Net impairment of financial assets 33 (1,422) (3,779) Increases in fixed assets due to internal works 1,850 907 Operating income 492,246 479,604 Net income/(loss) from equity investments 34 29,101 15,984
- share of net income/(loss) of associates and joint ventures 557 557 11,102 11,102
- gains on equity investments 26,976 2,904
- losses on equity investments (187) -
- dividends 1,755 1,978 Financial income 35 23,790 155 44,774 1,260 Financial expenses 36 (117,898) (247) (167,512) (316) Net income before taxes 427,239 372,850 Taxes 37 (128,198) (108,872) Net income 299,041 263,978
Attributable to:
Owners of the Parent Company 273,125 246,497 Non-controlling interests 25,916 17,481 Total basic/diluted earnings per share (in euro) 38 0.252 0.246CONSOLIDATED INCOME STATEMENT (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025
47 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in thousands of euro)
Note 01/01 - 06/30/2026 01/01 - 06/30/2025 A Total Net income / (loss) 299,041 263,978
- Remeasurement of employee benefits 21 7,315 (853)
- Tax effect (1,446) 262
- Fair value adjustment of other financial assets at fair value through Other Comprehensive Income held at the end of the period11 (958) 14,825 B Total items that may not be reclassified to Income Statement 4,911 14,234 Exchange rates differences from translation of foreign Financial Statements
- Gains / (losses) 19 185,484 (257,994)
- (Gains) / losses reclassified to Income Statement 34 - 2,997 Fair value adjustment of derivatives designated as cash flow hedges:
- Gains / (losses) 26 2,467 11,160
- (Gains) / losses reclassified to Income Statement 26 (8,463) (8,323)
- Tax effect 1,452 (696) Share of Other Comprehensive Income related to associates and joint ventures 10
- Gains / (losses) 320 (14,610)
- (Gains) / losses reclassified to Income Statement 5,086 -
C Total items reclassified / that may be reclassified to Income Statement 186,346 (267,466) D Total Other Comprehensive Income (B+C) 191,257 (253,231) A+D Total Comprehensive Income / (loss) 490,298 10,747
Attributable to:
- Owners of the Parent Company 447,484 (1,655)
- Non-controlling interests 42,814 12,402
- Total basic/diluted earnings/(loss) per share (in euro) 0.412 (0.002)
48 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 06/30/2026
(in thousands of euro) Attributable to the Parent Company (note 19.1)Total
(note 19)
Share CapitalTranslation
reserveOther reserves
with changes in the statement of
Comprehensive
Income *Other reserves/ retained earningsTotal attributable to the Parent Company Total at 12/31/2025 2,065,651 (1,100,630) (75,205) 5,388,032 6,277,848 178,889 6,456,737 Other components of Comprehensive Income - 173,992 367 - 174,359 16,898 191,257 Net income / (loss) - - - 273,125 273,125 25,916 299,041 Total Comprehensive Income / (loss) - 173,992 367 273,125 447,484 42,814 490,298 Consolidation of 51% of the Xushen Tyre (Shanghai) Co., Ltd. - - - - - 139,652 139,652 Exercise of the Call Option on 21% of the Xushen Tyre (Shanghai) Co., Ltd. - - - 565 565 (61,057) (60,492) Dividends approved - - - (368,860) (368,860) (12,615) (381,475) Effects of hyperinflation accounting in Turkey - - - 9,989 9,989 - 9,989 Effects of hyperinflation accounting in Argentina - - - 29,747 29,747 - 29,747 Other - - (378) 200 (178) 714 536 Total at 06/30/2026 2,065,651 (926,638) (75,216) 5,332,798 6,396,595 288,397 6,684,992Non-
controlling
interests
(note 19.2)
(in thousands of euro) Reserve for fair value adjustment of financial assets at fair value through
Other Comprehensive
IncomeReserve for cash flow
hedgeRemeasurement of
employee benefitsTax effectOther reserves with changes in the
statement of
Comprehensive
Income
Total at 12/31/2025 (8,903) 9,613 (35,639) (40,276) (75,205) Other components of Comprehensive Income (958) (5,997) 7,315 6 367 Other changes (1) - (366) (11) (378) Total at 06/30/2026 (9,862) 3,616 (28,690) (40,281) (75,216) BREAKDOWN OF OTHER RESERVES WITH CHANGES IN THE STATEMENT OF COMPREHENSIVE INCOME*
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AT 06/30/2025
(in thousands of euro)Total
(note 19)
Share CapitalTranslation
reserveOther reserves
with changes in the statement of
Comprehensive
Income *Other reserves/ retained earningsTotal attributable to the Parent Company Total at 12/31/2024 1,904,375 (834,999) (54,438) 4,741,133 5,756,071 156,183 5,912,254 Other components of Comprehensive Income - (264,528) 16,375 - (248,153) (5,078) (253,231) Net income / (loss) - - - 246,497 246,497 17,481 263,978 Total Comprehensive Income / (loss) - (264,528) 16,375 246,497 (1,656) 12,403 10,747 Dividends approved - - - (250,360) (250,360) (8,677) (259,037) Effects of hyperinflation accounting in Turkey - - - 6,381 6,381 - 6,381 Effects of hyperinflation accounting in Argentina - - - 31,626 31,626 - 31,626 Other - - (209) 389 180 774 954 Total at 06/30/2025 1,904,375 (1,099,527) (38,272) 4,775,666 5,542,242 160,683 5,702,925Attributable to the Parent Company (note 19.1)Non-
controlling
interests
(note 19.2)
(in thousands of euro) Reserve for fair value adjustment of financial assets at fair value through
Other Comprehensive
IncomeReserve for cash flow
hedgeRemeasurement of
employee benefitsTax effectOther reserves with changes in the
statement of
Comprehensive
Income
Total at 12/31/2024 3,156 16,160 (30,398) (43,356) (54,438) Other components of Comprehensive Income 14,825 2,837 (853) (434) 16,375 Other changes - - (209) - (209) Total at 06/30/2025 17,981 18,997 (31,460) (43,790) (38,272) BREAKDOWN OF OTHER RESERVES WITH CHANGES IN THE STATEMENT OF COMPREHENSIVE INCOME*
49 CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands of euro)
01/01 - 06/30/2026 01/01 - 06/30/2025 (*) Net income / (loss) before taxes 427,239 372,850 Reversal of amortisation, depreciation, impairment losses and restatement of property, plant and equipment and intangible assets302,902 292,494 Reversal of Financial (income) / expenses 94,108 122,738 Reversal of Dividends (1,755) (1,978) Reversal of gains / (losses) on equity investments (26,789) (2,904) Reversal of share of net result from associates and joint ventures (557) (11,102) Reversal of accruals to provisions and other accruals 36,417 34,610 Net Taxes paid (99,553) (66,604) Change in Inventories 6,724 (71,018) Change in Trade receivables (213,761) (329,394) Change in Trade payables (562,827) (313,176) Change in Other receivables (30,894) 28,866 Change in Other payables (58,267) (61,034) Uses of Provisions for employee benefit obligations (4,979) (265) Uses of Provisions for liabilities and charges (7,156) (17,505) A Net cash flow provided by / (used in) operating activities (139,148) (23,422) of which related parties (63,725) (167,235) Investments in owned tangible assets (332,945) (211,741) Disposal of owned tangible assets 1,530 3,135 Investments in intangible assets (6,425) (7,284) (Investments)/disposal in other financial assets at fair value through Other Comprehensive Income(3,625) (704) Disposal of investments in subsidiaries (799) 19,233 Acquisition of investments in subsidiaries (46,066) (2,473) (Investments)/disposal of investments in associates and joint ventures (6,690) (12,838) Change in Financial receivables from associates and joint ventures 107 (249) Change in Financial receivables / Other current financial assets at fair value through Income Statement146,929 54,204 Financial income received 16,090 20,478 Dividends and reserves received from associates and joint ventures - 2,680 Dividends received from other non-current financial assets at FVTOCI 1,755 1,978 B Net cash flow provided by / (used in) investing activities (230,139) (133,580) of which related parties 107 (249) Change in Borrowings from banks and other financial institutions due to draw downs 735,574 55,892 Change in Borrowings from banks and other financial institutions due to repayments and
other(753,332) (79,403)
Financial expenses paid (90,088) (124,548) Dividends paid (12,295) (249,561) Repayment of principal and payment of interest for lease liabilities (68,582) (59,813) C Net cash flow provided by / (used in) financing activities (188,723) (457,433) of which related parties (2,243) (2,056) D Total cash flow provided / (used) during the period (A+B+C) (558,011) (614,435) E Cash and cash equivalents at the beginning of the financial year 1,524,069 1,501,274 F Exchange rate differences from translation of cash and cash equivalents 46,851 (39,385) G Cash and cash equivalents at the end of the period (D+E+F) (°) 1,012,909 847,454 (°) of which:
cash and cash equivalents 1,015,551 849,874 bank overdrafts (2,642) (2,420) (*)As of June 30, 2026, changes in financial receivables/other assets measured at fair value through profit or loss and interest income received were reclassified from financing activities to investing activities. For comparability purposes, the comparative figures for the period from January 1, 2025 to June 30, 2025, amounting to Euro 54,204 thousand and Euro 20,478 thousand, respectively, have been consistently reclassified.
50 EXPLANATORY NOTES
1. GENERAL INFORMATION
Pursuant to Article 154 of Legislative Decree No. 58/1998, the Pirelli & C. Group has prepared these Condensed Consolidated Half-Year Financial Statements pursuant to IAS 34, which governs half-
yearly financial reporting, in condensed form.
The information contained in the Explanatory Notes should be read in conjunction with the other sections of the Half-Year Financial Report, of which the Condensed Consolidated Half-Year Financial Statements are a part, and with the Annual Financial Statements for the year ended December 31, 2025.
These Condensed Consolidated Half-Year Financial Statements have been prepared using the euro as the functional currency, and all values are rounded to the nearest thousand euro unless otherwise stated.
These Condensed Consolidated Half-Year Financial Statements of the Pirelli & C. Group at June 30, 2026 were approved and authorised for publication by the Board of Directors on July 29, 2026.
On April 10, 2026, the Council of Ministers exercised the special powers pursuant to Legislative Decree No. 21/2012 (the "Golden Power Decree") in relation to Pirelli. In view of the expiry on May 18, 2026 of the Shareholders' Agreement concerning Pirelli entered into between the shareholders Camfin and MTP S.p.A. and the Sinochem Group (China National Chemical Corporation Limited, China National Tire & Rubber Corporation, Ltd., CNRC International Limited, Fourteen Sundew S.à r.l. and Marco Polo International Italy S.r.l.), the Golden Power Decree provides, in respect of Marco Polo International Italy S.r.l., for:
the reintroduction of part of the prescriptions contained in the Decree of the President of the Council of Ministers dated June 16, 2023;
additional restrictions, including the submission of a list for the renewal of Pirelli's Board of Directors containing no more than three candidates, two of whom must be independent, it being understood that none of them, if elected to Pirelli's Board of Directors, may hold corporate offices such as, by way of example and without limitation, those of Chairman, Deputy Chairman or Chief Executive Officer, nor chair any Board committees. Furthermore, none of those Directors may be granted management delegations, executive powers or responsibilities capable of influencing Pirelli's strategic, industrial or financial decisions.
Should the list submitted obtain the majority of the votes, it may not in any way participate in the appointment of the Directors required to complete the composition of the Board of Directors.
On June 1, 2026, Camfin S.p.A., together with Camfin Alternative Assets S.r.l., Longmarch Holding S.r.l. and Marco Tronchetti Provera & C. S.p.A., holding in aggregate 26.18% of Pirelli's share capital (26.49% as of the date of this report), submitted a list of candidates for the renewal of the Company's Board of Directors. The list obtained the majority of the votes (approximately 58.07%) at the
51 Shareholders' Meeting held on June 25, 2026, resulting in the appointment of 12 of the 15 Directors.
Subsequently, at the Board of Directors' meeting held on June 30, 2026, the Chief Executive Officer and the Executive Chairman were appointed from among those Directors.
As a result of the appointment of the majority of the members of the Board of Directors and the subsequent appointment of all executive directors from among the directors elected from the above-
mentioned list, thereby enabling the exercise of power over the relevant activities of the Company, Camfin S.p.A. was identified as the Company's direct controlling entity and Marco Tronchetti Provera & C. S.p.A. as the Company's ultimate controlling entity.
2. BASIS OF PRESENTATION
Financial Statements
The Condensed Consolidated Half-Year Financial Statements at June 30, 2026 consist of the Consolidated Statements of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows and the Explanatory Notes, is an integral part of the Half-Year Financial Report. The format adopted for the Statement of Financial Position provides for the distinction of assets and liabilities according to whether they are current or non-current.
The Group has opted to present the components of the results for the period in a separate Income Statement, rather than include these components directly in the Statement of Comprehensive Income. The Income Statement format which has been adopted provides for the classification of costs by nature.
The Statement of Comprehensive Income includes the results for the period and for the homogeneous categories, the income and expenses which, in accordance with the IFRS, are not recognised in the Income Statement.
The Group has opted for the presentation of tax effects, as well as the reclassifications to the Income Statement of the gains/losses which were recognised in equity in previous financial years, directly in the Statement of Comprehensive Income and not in the Explanatory Notes.
The Statement of Changes in Equity includes, in addition to the total gains/losses for the period, the amounts for transactions with equity holders and the movements which occurred in reserves during the period.
In the Statement of Cash Flow, the financial flows from operating activities are reported using the indirect method, whereby the gains or losses for the period are adjusted by the effects of non-
monetary transactions, by any deferrals or accruals of past or future collections or payments for operating activities and by revenue or expense items related to the cash flows derived from any investment or financing activity.
52 Scope of Consolidation The Scope of Consolidation includes the subsidiaries, associates and agreements for joint control (joint arrangements).
Subsidiaries are defined as all the companies over which the Group simultaneously holds:
- the power of decision making, or rather the ability to direct the relevant activities of the investee, that is those activities that have a significant influence on the results of the investee
company itself;
- the exposure or the right to the variable (positive or negative) results from the investment in
the entity;
- the ability to exercise its decision-making power to determine the amount of the results deriving from the investment in the entity.
The financial statements of subsidiaries are included in the Condensed Consolidated Half-Year Financial Statements as of the date when control is assumed, until such time when control ceases to exist. The portion of equity and of the results attributable to minority shareholders, are reported separately and respectively in the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, and in Equity.
All companies over which the Group is able to exercise significant influence as defined by IAS 28 -
Investments in Associates and Joint Ventures, qualify as associates. This influence is legally presumed to exist when the Group holds a percentage of voting rights of between 20% and 50%, or when - even in the case of a lower share of voting rights – it has the power to participate in determining financial and operating policies by virtue of specific legal relationships, such as, for example, the participation in Shareholders' Agreements together with other forms of the significant exercise of corporate governance rights.
Joint arrangements are agreements under which two or more parties have joint control under a contract. Joint control is the shared control of a business activity, established by an agreement, and which exists only when decisions relative to the activity, require the unanimous consent of all parties who share control. These agreements may give rise to joint ventures or joint operations.
A joint venture is an agreement for the joint control of an entity whereby the parties that have joint control, have rights to the net assets of the said entity. Joint ventures are distinguished from joint operations which instead are configured as agreements which give the parties of the agreement, which have joint control of the initiative, the rights to the individual assets and the obligations of the individual liabilities relative to the agreement. The Group does not have any agreements in place for joint operations.
The changes in the Scope of Consolidation during the first half-year of 2026 are summarised below:
- the full consolidation, with effect from January 1, 2026, on the basis of the potential voting rights conferred by the Call Option to increase the Group’s interest in the joint venture, the Xushen Tyre (Shanghai) Co., Ltd. from 49% to a maximum of 70%, which, through the
53 company, the Jining Shenzhou Tyre Co., Ltd., owns a Consumer tyre manufacturing plant.
The Option was subsequently exercised on March 27, 2026;
- the liquidation of E-volution Tyre South Africa (Pty) Ltd on April 15, 2026;
- the liquidation of Pirelli Tyre MEAI DMCC on June 3, 2026.
3. ACCOUNTING STANDARDS
3.1 Adopted Accounting Standards The accounting standards adopted are the same as those used in the preparation of the Consolidated Financial Statements at December 31, 2025, to which reference should be made for further details, with the exception of the following amendments, which apply from January 1, 2026:
Amendments to IFRS 9 and FRS 7 - Amendments to the Classification and Measurement of Financial Instruments.
These changes concern 3 areas:
1. Classification of financial assets with ESG characteristics: the amendments clarify and provide further guidance on how to assess whether financial assets with environmental, social and governance (ESG) related features, meet the "solely payments of principal and interest" (SPPI) criterion, and helps determine whether such assets should be measured at amortised cost or at fair value;
2. The derecognition of financial liabilities that are settled through electronic payment systems: the amendment introduced the option to derecognise financial liabilities that are settled through electronic payment systems prior to the settlement date, provided that the entity making the payment does not have:
the practical ability to withdraw, stop, or cancel the instruction for payment;
the practical ability to access the liquidity;
a significant settlement risk.
This exception does not apply to other payment methods, such as cheques, and must be selected for each payment system used;
3. New disclosure requirements in relation to:
equity instruments measured at fair value through Other Comprehensive Income: the changes in fair value through Other Comprehensive Income must be disaggregated between those related to securities disposed of during the period and those related to securities still held at the reporting date;
instruments with contractual clauses that may change financial flows as a result of events not directly related to changes in underlying credit risks (such as, for example, certain instruments with features linked to the achievement of ESG objectives).
These new requirements apply both to financial assets measured at fair value through Other Comprehensive Income, and to financial assets and financial liabilities measured at amortised cost, and include:
oa qualitative description of the nature of the event;
54 oquantitative information on the possible changes in contractual financial flows
- for example, the range of possible changes; and othe gross carrying amount of the financial assets and the amortised cost of financial liabilities subject to such contractual provisions.
Except for the specific disclosure required in the Statement of Comprehensive Income relating to fair value changes of equity instruments classified at fair value through Other Comprehensive Income (FVOCI), there are no impacts on the Group’s Financial Statements as:
o the Group does not hold any financial assets with ESG features;
o The Group had decided to not make use of the option provided for payments using
electronic systems;
o the additional disclosures required for financial liabilities measured at amortised cost are already included in the Notes.
Amendments to IFRS 9 and to IFRS 7 – Contracts Referencing Nature-dependent Electricity.
These amendments:
introduce guidelines for determining whether contracts to purchase electricity from natural sources fall within the definition of "own use" contracts. In particular, the amendments specify that such contracts fall within the definition of "own use" contracts if the entity is, and expects to continue to be, a "net purchaser" of electricity during a maximum period of 12 months, meaning if it purchases sufficient electricity to offset the sales of unused electricity on the same relevant
market;
introduce an exception to the requirement of IFRS 9, according to which a future transaction must be highly probable in order to be designated as a hedged instrument in a hedging relationship;
require additional disclosures for physical “ Power Purchase Agreements ” which are accounted for as "own use" contracts.
The amendments to IFRS 9 had no impact on the Group Financial Statements, as the electricity purchase contracts from natural sources (Power Purchase Agreements) met the conditions for the application of the own use exemption. The impact mainly related to the additional disclosures required, which will be provided in the Annual Financial Statements Annual Improvements, Volume 11 (issued in July 2024).
These amendments provide clarifications regarding the following principles:
IFRS 1 - First-time Adoption of International Financial Reporting Standards;
IFRS 7 - Financial Instruments: Disclosures, and the related guidance to the application of IFRS 7;
IFRS 9 - Financial Instruments;
IFRS 10 - Consolidated Financial Statements;
IAS 7 - Statement of Cash Flows.
55 There were no impacts on the Group’s Financial Statements as a result of these amendments.
It should also be noted that Income Taxes were recognised on the basis of the best estimate of the expected weighted average tax rate for the entire financial year, adjusted to include any non-
recurring items in the reference period, in line with the guidance provided by IAS 34 for the preparation of interim Financial Statements;
3.2 International Accounting Standards and/or Interpretations Issued but not yet in Force Pursuant to IAS 8 – “Accounting Policies, Changes in Accounting Estimates and Errors” - the new standards or interpretations that had already been issued, but had not yet entered into force or had not yet been approved by the European Union at June 30, 2026 and were therefore not applicable, as well as their foreseeable impact on the Consolidated Financial Statements, are indicated below.
None of these standards and interpretations were adopted in advance by the Group.
IFRS 18 - Presentation and Disclosure in Financial Statements.
The key points of the new standard are as follows:
structure of the Income Statement: all revenue and expense items must be classified into five categories and grouped into three subtotals. The standard provides specific guidance on the classification of the various items within each category;
the definition of Management Performance Measures (MPM), that is, the performance indicators defined by management and used in public disclosures. These indicators must be explained in detail in the Notes, and a reconciliation with the comparable subtotals as specified by the IFRS, must be provided;
guidance on how to aggregate and disaggregate information: items with similar characteristics must be aggregated, while those with dissimilar characteristics must be disaggregated.
This standard, which will enter into force on January 1, 2027, has been approved by the European Union. In order to evaluate the impact of this accounting standard on the Group’s Financial Statements, an assessment project is nearing completion, which will identify these impacts.
IFRS 19 - Subsidiaries without Public Accountability: Disclosures, and related amendments published in August 2025.
The new standard reduces and simplifies the disclosure requirements for the IFRS separate financial statements for companies that have a parent company which prepares their consolidated financial statements pursuant to the IFRS, resulting in operational relief and lower costs. Entities that may apply IFRS 19, are those whose equity or debt instruments are not traded on a public market.
This standard, which will enter into force on January 1, 2027, has not yet been approved by the European Union. The impact on the financial statements of subsidiaries which apply the IFRS standards in separate financial statements, is currently being analysed.
Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency.
56 These amendments aimed to eliminate the existing differences in application when an entity was required to present its Financial Statements in a currency belonging to a hyperinflationary economy, while its functional currency was not hyperinflationary.
The amendments applied to the translation of Financial Statements in the event that:
oa company had as its functional currency the currency of a non-
hyperinflationary economy, but its presentation currency was the currency of a hyperinflationary economy (in accordance with IAS 29), or oa group presented its Financial Statements in a hyperinflationary currency and consolidated foreign companies with a non-hyperinflationary functional currency.
These amendments, which will enter into force on January 1, 2027, have not yet been approved by the European Union and are not applicable to the Group’s Financial Statements.
IFRS 20 – Regulatory Assets and Regulatory Liabilities The new standard applies to companies operating in sectors with regulated tariffs (e.g. energy, gas, water, utilities) and introduced the concept of regulatory assets and liabilities to represent rights and obligations arising from timing differences in the recovery of tariffs. The standard supplemented the provisions of IFRS 15 - “Revenue from Contracts with Customers” and replaced IFRS 14 - “Regulatory Deferral Accounts”, improving the representation of the economic performance of regulated companies.
This standard, which will enter into force on January 1, 2029, has not yet been approved by the European Union and is not applicable to the Group’s Financial Statements.
Amendments to IAS 28 – Amendments to the Fair Value Option for Investments in Associates and Joint Ventures This is an amendment to IAS 28 aimed at clarifying which entities can use the option to measure an investment at fair value through profit or loss (FVPL) instead of the equity method for investments in associates and joint ventures. The scope of application remains limited to entities comparable to professional investors or whose principal business is the investment in financial assets or other assets. These amendments, which will enter into force on January 1, 2027, have not yet been approved by the European Union and are not applicable to the Group’s Financial Statements.
Seasonality
The amount for trade receivables at June 30, 2026 was impacted by the usual seasonality factors, which brought about, all other conditions being equal, an increase in the half-year-end values compared to the corresponding financial-year-end values. These phenomena, which were more pronounced in the more seasonal markets such as Europe, generally result in an amount for trade receivables at year-end which is lower than that recorded during the course of the year, due to the almost total collection in the fourth quarter in these markets, of receivables related to winter product revenues, whereas the collection of a significant portion of receivables related to summer product revenues, is generally completed in the same markets, during the third quarter.
57 4. ESTIMATES AND ASSUMPTIONS
The estimates and assumptions used to prepare these Condensed Consolidated Half-Year Financial Statements were consistent with those used for the preparation of the Consolidated Financial Statements at December 31, 2025, to which reference is made.
5. INFORMATION ON FAIR VALUE
5.1 Fair Value Measurement In relation to financial instruments measured at fair value, the classification of these instruments is provided below on the basis of the hierarchy of levels provided for by IFRS 13, which reflects the significance of the inputs used in determining fair value. The levels are defined as follows:
level 1 - unadjusted quoted prices in active markets for the assets or liabilities being valued;
level 2 - inputs other than the quoted prices referred to in the previous point, which are observable on the market either directly (such as prices), or indirectly (that is, derived from prices);
level 3 - inputs that are not based on observable market data.
The following table shows the assets and liabilities measured at fair value at June 30, 2026 , subdivided into three levels:
(in thousands of euro) NoteCarrying
amount at
06/30/2026Level 1 Level 2 Level 3
FINANCIAL ASSETS:
Financial assets at fair value through Income Statement:
Other current financial assets at fair value through Income Statement 17 53,848 45,653 8,195 -
Current derivative financial instruments 26 11,519 - 11,519 -
Derivative hedging instruments:
Non current derivative financial instruments 26 1 - 1 -
Current derivative financial instruments 26 431 - 431 -
Other financial assets at fair value through Other Comprehensive
Income:
Securities and shares 11 40,269 23,090 - 17,179
TOTAL ASSETS 106,067 68,743 20,145 17,179
FINANCIAL LIABILITIES:
Financial assets at fair value through Income Statement:
Current derivative financial instruments 26 (13,036) - (13,036) -
Derivative hedging instruments:
Non Current derivative financial instruments 26 (21) - (21) -
Current derivative financial instruments 26 (13,769) - (13,769) -
TOTAL LIABILITIES (26,826) - (26,826) -
58 The following table shows the assets and liabilities measured at fair value at December 31, 2025 , subdivided into the three levels defined above:
The financial instruments, included in level 1, include the equity investments classified as financial assets at fair value through Other Comprehensive Income, and the listed Argentine dollar-linked bond instruments classified as financial assets at fair value through the Income Statement. Since the objective of the Argentine instruments was to mitigate the effects of depreciation in the local currency, which was recorded as a loss/gain in the net monetary position, the option was exercised to also recognise the change in the fair value of these instruments in the Income Statement. For further information, reference should be made to Note 35 ,"Financial Income" and Note 36, "Financial Expenses".
The following table shows the changes in financial assets classified as Level 3 that occurred during the first half-year of 2026 :
These financial assets were mainly represented by equity investments in the Istituto Europeo di Oncologia (euro 9,177 thousand), Niulinx S.p.A. (euro 3,000 thousand), Genextra (euro 285 thousand), Nomisma (euro 508 thousand) and Tlcom I LP (euro 191 thousand). (in thousands of euro) NoteCarrying
amount at
12/31/2025Level 1 Level 2 Level 3
FINANCIAL ASSETS:
Financial assets at fair value through Income Statement:
Other current financial assets at fair value through Income Statement 17 79,904 56,897 23,007 -
Current derivative financial instruments 26 23,265 - 9,365 13,900 Derivative hedging instruments:
Current derivative financial instruments 26 2,284 - 2,284 -
Other financial assets at fair value through Other Comprehensive
Income:
Securities and shares 11 37,599 24,325 - 13,274
TOTAL ASSETS 143,052 81,222 34,656 27,174
FINANCIAL LIABILITIES:
Financial assets at fair value through Income Statement:
Current derivative financial instruments 26 (5,570) - (5,570) -
Derivative hedging instruments:
Current derivative financial instruments 26 (564) - (564) -
TOTAL LIABILITIES (6,134) - (6,134) -
(in thousands of euro) Opening balance 01/01/2026 27,174 Translation differences 2
Increases 3,625
Decreases (13,700)
Fair value adjustments through Other Comprehensive Income 77 Closing balance 06/30/2026 17,179
59 The increases were mainly due to the acquisition of an equity interest in the company Niulinx, an Italian deep-tech start-up and spin-off of the Politecnico di Milano , dedicated to the development of autonomous driving.
The decreases were due to the exercise of the Call Option held by Pirelli Tyre S.p.A. to increase its equity interest in the Chinese joint venture, the Xushen Tyre (Shanghai) Co., Ltd.
During the course of the first half-year of 2026, there were no transfers from Level 1 to Level 2 and vice versa, nor from Level 3 to other levels and vice versa.
It should also be noted that there were no changes in the valuation techniques compared with December 31, 2025.
6. BUSINESS COMBINATIONS
As of January 1, 2026, the Call Option in favour of Pirelli Tyre S.p.A., which allowed it to increase its 49% stake in the joint venture, the Xushen Tyre (Shanghai) Co., Ltd., - which, through its 100% ownership of the company, the Jining Shenzhou Tyre Co., Ltd., owns a Consumer tyre manufacturing plant in China - up to a maximum of 70%, became exercisable , and, therefore, pursuant to the IFRS 10 accounting standard, on the basis of the potential voting rights assigned by the aforementioned Option, the shareholding was fully consolidated as of that date (the so-called Business Combination without consideration).
The Call Option was subsequently exercised up to a 70% stake on March 27, 2026. The final exercise price of the Option, which was determined and paid in June, amounted to euro 46.8 million.
This transaction will allow the continuation of providing the necessary flexibility in High Value production, taking into account the evolution of the Chinese market, the expected developments in electric vehicles and the increasing market share for homologations.
As required by the relevant standard, at January 1, 2026, the fair value of the 49% stake was estimated (deemed consideration) as the pro-rata equity value of the investee, calculated using the Discounted Cash Flow - equity side method which amounted to euro 134.2 million. The difference between this value (the fair value of the shareholding in the joint venture) and the book value of the shareholding at the consolidation date (equal to euro 32.1 million), net of the reclassification of the negative foreign exchange reserve accumulated up to that date (equal to euro -5.1 million), was a gain amounting to euro 27 million, recognised in the Income Statement under the item, “Net income/(loss) from equity investments”.
60 For the purpose of calculating the provisional goodwill, the fair value of the consolidated net assets (100%), estimated to be equal to their carrying amount, was compared with the sum, of the notional purchase price (deemed consideration) for the 49% stake, as described above, and of the fair value of the 51% equity held by non-controlling interests. The calculation is set out below:
Amounts in thousands of euro 01/01/2026 A - Identifiable net assets (100%) 208,398 B - Fair value of the shareholding in the JV - 49% (deemed consideration) 134,176 C - Fair value of the equity held by non-controlling interests (51%) 139,652 Provisional Goodwill (B + C - A) 65,430 The process of allocating the notional price (deemed consideration) to the fair value of the identifiable net assets for the Business Combination (Purchase Price Allocation - PPA), in accordance with the provisions of the IFRS 3 accounting standard (Business Combinations), will be completed within twelve months from the date of consolidation.
7. OPERATING SEGMENTS
IFRS 8 - Operating segments, defines an operating segment as a component:
which involves entrepreneurial activities which generate revenues and costs;
whose operating results are periodically reviewed by the Chief Executive Officer, in his role as Chief Operating Decision Maker (CODM);
for which separate economic, asset, and other financial data is available.
For the purposes of IFRS 8, the activities carried out by the Group are identifiable in a single operating segment; “Consumer Activities” .
61 Revenues from sales and services by destination according to geographical region, were as
follows:
The revenues generated in Italy, the country of domicile of the Group, amounted to approximately 5% of consolidated revenues, while the United States, China and Germany each contributed more than 10% to the Group's consolidated revenues.
Tangible and intangible assets by geographic region allocated based on the country in which the assets are located, were as follows.
The non-current allocated assets reported in the preceding table consist of property, plant and equipment and intangible assets, excluding goodwill. The non-current unallocated assets are relative to goodwill.
Property, plant and equipment and intangible assets located in Italy, the Group's country of domicile, amounted to euro 3,585,693 thousand and included the allocation of the intangible assets recognised as part of the PPA, following the acquisition of the Group in 2015 (the Pirelli Brand, Technology and Customer Relationships), to the amount of euro 3,030,163 thousand. (in thousands of euro) Europe 1,395,416 1,406,651 North America 936,989 915,785
APAC 608,318 579,513
South America 332,656 346,900 Russia and MEAI 221,150 249,728 Total 3,494,529 3,498,57701/01 - 06/30/2026 01/01 - 06/30/2025 (in thousands of euro ) 06/30/2026 12/31/2025 Europe 4,888,337 54.67% 4,955,885 58.90% North America 632,600 7.08% 586,094 6.97%
APAC 848,071 9.49% 409,852 4.87%
South America 499,353 5.59% 461,555 5.49% Russia and MEAI 124,504 1.39% 120,515 1.43% Non-current unallocated assets 1,946,562 21.78% 1,880,250 22.36% Total 8,939,427 100.00% 8,414,151 100.00%
62 8. PROPERTY, PLANT AND EQUIPMENT
The composition of the item is as follows:
8.1 – Owned Tangible Assets Their composition and changes were as follows:
The item Hyperinflation Argentina and Turkey refers to the revaluation of the assets held by the Argentine and Turkish subsidiaries as a consequence of the application of the IAS 29 accounting standard - Financial Reporting in Hyperinflationary Economies, (euro 16,103 thousand for Argentina and euro 5,066 thousand for Turkey). The effect partially balanced the negative foreign currency translation differences which were negative at euro 1,473 thousand for Turkey and positive at euro 895 thousand for Argentina.
The item “Business Combinations” refers to the consolidation of the provisional value of the tangible assets of the Jining Shenzhou Tyre Co., Ltd. (Reference should be made to Note 6). (in thousands of euro) 06/30/2026 12/31/2025 Total Net Value: 3,845,697 3,366,385
- Owned tangible assets 3,431,884 2,953,872
- Right of use 413,813 412,513 (in thousands of euro) 06/30/2026 12/31/2025 Gross Value Accumulated DepreciationNet Value Gross Value Accumulated
DepreciationNet Value
Land 155,827 - 155,827 150,509 - 150,509 Buildings1,119,139 (370,077) 749,062 943,516 (319,042) 624,474 Plants and machinery 3,986,362 (1,848,166) 2,138,196 3,471,955 (1,635,660) 1,836,295 Industrial and trade equipment 942,236 (647,959) 294,277 852,910 (580,502) 272,408 Other assets 189,582 (95,060) 94,522 154,827 (84,641) 70,186 Total 6,393,148 (2,961,264) 3,431,884 5,573,717 (2,619,845) 2,953,872
NET VALUE
(in thousands of euro)12/31/2025 Hyperinflation
Argentina and
TurkeyCurrency
translation
differences Businnes
combinationIncreases Decreases Depreciation Devaluation Recl./Other 06/30/2026 Land 150,509 557 4,787 - 3 - - - (29) 155,827 Buildings 624,474 2,997 27,830 100,224 13,847 (148) (20,150) (12) - 749,062 Plants and machinery 1,836,295 11,532 60,274 238,127 106,703 (1,358) (118,711) (604) 390 2,138,196 Industrial and trade equipment 272,408 3,115 4,700 9,106 45,660 (439) (40,400) - 127 294,277 Other assets 70,186 2,968 2,617 28,153 4,576 (213) (7,767) (1) (449) 94,522 Total 2,953,872 21,169 100,208 375,610 170,788 (2,158) (187,028) (616) 39 3,431,884
NET VALUE
(in thousands of euro)12/31/2024 Hyperinflation
Argentina and
TurkeyCurrency
translation
differences Change in
consolidation
scopeIncreases Decreases Depreciation Devaluation Recl./Other 06/30/2025 Land 152,576 442 (2,489) - 23 - - - 68 150,620 Buildings 652,255 2,369 (21,559) (334) 5,819 (174) (17,570) - - 620,805 Plants and machinery 1,845,552 10,329 (73,382) 1 63,433 (1,392) (105,418) (781) (248) 1,738,095 Industrial and trade equipment 248,425 3,203 (5,465) (2,521) 43,980 (525) (35,333) (229) (1,039) 250,495 Other assets 86,003 2,080 (3,498) (391) 7,441 (22) (6,578) - 1,461 86,497 Total 2,984,811 18,423 (106,393) (3,245) 120,695 (2,112) (164,900) (1,010) 242 2,846,512
63 Increases , totalling euro 170,788 thousand, were primarily aimed at High Value and at the continuous improvement in the mix and quality in the manufacturing plants, as well as at projects for greater energy efficiency and the electrification of the vulcanisation presses.
Property, plant and equipment in progress at June 30, 2026, included in the individual fixed asset categories, amounted to euro 384,062 thousand, (euro 262,774 thousand at December 31, 2025) subdivided into the following categories:
buildings: euro 19,340 thousand;
plant and machinery: euro 303,137 thousand;
industrial and commercial equipment: euro 29,439 thousand;
other assets: euro 32,146 thousand.
The main projects included under property, plant and equipment in progress relate to High Value activities, the ongoing technological upgrade of factories and machinery aimed at enhancing safety from an Environmental, Health and Safety (EHS) perspective, and investments in machinery for the development of new product lines as well as for the improvement of existing products. These investments are concentrated in China, Romania, Italy, Mexico and Germany.
It should be noted that the companies of the Group did not pledge any property, plant and equipment as collateral.
64 8.2 - Right of Use The net value of the assets for which the Group has entered into lease contracts, is detailed as
follows:
Increases in the right of use assets for the first half-year of 2026, also including remeasurements, amounted to euro 51,607 thousand, and were mainly due to:
- extension of the lease agreement for a warehouse in the United Kingdom, for the amount of euro 16,108 thousand;
- the signing of new rental agreements for forklift trucks in the United Kingdom and Romania, for euro 7,182 thousand;
- the stipulation new lease agreements for warehouses in Germany and Mexico, for euro 6,173
thousand;
- the extension of lease agreements for points of sale in Switzerland and Brazil for euro 2,460 thousand and for offices in Romania and Singapore, for euro 3,772 thousand;
- the adjustment of lease payments for offices, warehouses and points of sale in Italy and Germany, amounting to euro 3,455 thousand.
The increase also included the adjustment for inflation where contractually provided for.
The consolidation of the Jining Shenzhou Tyre Co., Ltd. resulted in an increase of euro 1,373 thousand in the net value of right of use assets.
For the first half-year of 2026, the depreciation of the right of use recognised in the Income Statement and included under the item "Depreciation, Amortisation and Impairments" (Note 31), was composed
as follows:
As regards lease liabilities, reference should be made to Note 22, “Borrowings from Banks and Other Financial Institutions", while for interest on lease liabilities, reference should be made to Note 36, "Financial Expenses".(in thousands of euro) 06/30/2026 12/31/2025 Right of use land 12,897 13,221 Right of use buildings 324,666 326,698 Right of use plant and machinery 12,491 13,717 Right of use other assets 63,758 58,877 Total net right of use 413,813 412,513 (in thousands of euro)01/01 - 06/30/2026 01/01 - 06/30/2025 Land 830 826 Buildings 40,748 41,649 Plant and machinery 2,427 2,393 Other assets 12,344 11,947 Total depreciation of right of use 56,349 56,815
65 Information on the costs for lease contracts with a duration of less than twelve months, lease contracts for assets with a low unit value, and lease contracts with variable rates, is included in Note 32, "Other Costs".
9. INTANGIBLE ASSETS
Their composition and changes were as follows:
Intangible assets mainly refer to:
the Pirelli Brand (indefinite useful life) to the amount of euro 2,270,000 thousand. It should be noted that the assessment of the useful life of trademarks is based on a series of factors including: the competitive environment, market share, the history of the trademark, the life cycles of the underlying products, operating plans and the macroeconomic environment of the countries in which the related products are sold. Specifically, the useful life of the Pirelli Brand was assessed as indefinite based on its history of one hundred and fifty years of success (established in 1872), and on the intention and ability of the Group to continue investing in order to support and maintain the Brand;
Customer Relationships (useful life of 20 years) which mainly includes the value of commercial relationships for the Replacement channel;
Technology, which includes the value of both product and process technologies as well the value of the In-Process R&D (being formed at the time of the acquisition of the Group in 2015 by Marco Polo Industrial Holding S.p.A.), amounted to euro 612,792 thousand and euro 10,000 thousand respectively. The useful life of product and process technology was determined to be 20 years, while the useful life of In-Process R&D was determined to be 10 years;
Goodwill to the amount of euro 1,946,562 thousand, which mainly includes:
euro 1,868,137 thousand recognised at the time of the acquisition of the Group in September
2015; NET VALUE
(in thousands of euro) Concessions, licenses and trademarks - finite useful life 58,718 4,789 26,605 1 (2,323) 47 87,837 Pirelli Brand - indefinite useful life 2,270,000 - - - - - 2,270,000 Goodwill 1,880,250 882 65,430 - - - 1,946,562 Customer relationships 107,805 35 - - (5,587) - 102,253 Technology 664,573 - - - (38,812) - 625,761 Software applications 49,009 169 264 4,852 (10,752) 245 43,787 Patents and design patent rights 17,329 - - 1,573 (1,437) - 17,465 Other intangible assets 82 31 - - 2 (50) 65 Total 5,047,766 5,906 92,299 6,426 (58,909) 242 5,093,73006/30/2026 12/31/2025 Currency
translation
differencesBusiness
combinationIncrease Amortisation Recl./Other
NET VALUE
(in thousands of euro)Change in
consolidation
scope
Concessions, licenses and trademarks - finite useful life 63,818 (1,578) - - (2,064) 84 60,260 Pirelli Brand - indefinite useful life 2,270,000 - - - - - 2,270,000 Goodwill 1,886,711 19 (4,022) - - - 1,882,708 Customer relationships 135,147 (85) - - (17,260) 37 117,839 Technology 738,067 - - - (38,425) - 699,642 Software applications 49,748 (14) 8 5,713 (10,744) 37 44,748 Patents and design patent rights 16,172 - - 1,570 (1,263) - 16,480 Other intangible assets 66 (12) - - (15) 19 59 Total 5,159,729 (1,670) (4,014) 7,284 (69,770) 176 5,091,73506/30/2025 12/31/2024 Currency
translation
differencesIncrease Amortisation Recl./Other
66 euro 65,430 thousand for the provisional goodwill related to the consolidation, as of January 1, 2026, of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd.
Concessions, licences and trademarks with a finite useful life, mainly included the Metzeler Brand (useful life of 20 years), to the amount of euro 35,622 thousand. The main change during the period refers to the finalisation of the provisional measurement of the intangible assets of the Jining Shenzhou Tyre Co., Ltd.
The increases which totalled euro 6,426 thousand, mainly refers to application software (euro 4,852 thousand), which was mainly carried out to implement the Company's digitisation programme.
With reference to goodwill - allocated to the “Consumer Activities” Cash Generating Unit (CGU) Group - and to intangible assets with an indefinite useful life (Pirelli Brand), the Company has verified, in accordance with the requirements of IAS 36, that there were no indicators requiring the preparation of the impairment test at June 30, 2026.
10. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
The changes in investments in associates and joint ventures were as follows:
10.1 Investments in Associates The details were as follows:
The acquisition of a 30% interest in Univrses during the first half-year of 2026 arose from an agreement, between Pirelli and the Swedish company, which provides for the integration of artificial intelligence-based computer vision technologies into the Pirelli Cyber Tyre system.
Investments in associates accounted for using the equity method, were not material in terms of their incidence on total consolidated assets, either individually or in aggregate form. (in thousands of euro) 06/30/2026 12/31/2025 Associates JV Total Associates JV Total Opening balance 1,671 139,726 141,397 1,113 119,677 120,790 Decreases - (134,163) (134,163) - - -
Increases 6,690 - 6,690 500 20,534 21,034 Distribution of dividends (150) - (150) (157) - (157) Fair value revaluation - 32,062 32,062 - - -
Share of net income / (loss) 133 424 557 215 15,876 16,091 Share of other components recognised in Equity - 1,098 1,098 - (16,361) (16,361) Other (2) - (2) - - -
Closing balance 8,342 39,147 47,489 1,671 139,726 141,397 (in thousands of euro) 12/31/2025 IncreasesDistribution of dividendsShare of net income / (loss)Other 06/30/2026 Eurostazioni S.p.A. 39 - - 31 - 70 Univrses AB - 6,690 - - - 6,690 Investments in other associates 1,632 - (150) 102 (2) 1,582 Total 1,671 6,690 (150) 133 (2) 8,342
67 10.2 Investments in Joint Ventures The details were as follows:
The Group holds:
a 63.04% stake of in PT Evoluzione Tyres, an entity which operates in Indonesia and is active in the production of tyres for motorcycles. Even though the company is 63.04% owned, due to the contractual agreements between the Shareholders, it falls under the definition of a joint venture, in that the governance rules explicitly provide for the unanimous approval of decisions regarding significant business activities;
a 25% investment stake in the Middle East and North Africa Tyre Company, with the remaining 75% owned by Saudi Arabia's Public Investment Fund (PIF). Even though the company is 25% owned, due to the contractual agreements between the Shareholders, it falls under the definition of a joint venture, in that the governance rules explicitly provide for the unanimous consent of decisions regarding significant business activities. The joint venture, which includes the construction of a manufacturing plant, will produce high quality car tyres under the Pirelli brand, and will produce and market the tyres under a new local brand for the national and regional market.
With regard to the changes in the shareholding in the Xushen Tyre (Shanghai) Co., Ltd., reference should be made to Note 6, “Business Combinations”.
The investments in joint ventures were not material in terms of their incidence on total consolidated assets, either individually or in aggregate form.
11. OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE
INCOME
Other financial assets at fair value through Other Comprehensive Income amounted to euro 40,269 thousand at June 30, 2026 (euro 37,599 thousand at December 31, 2025). Movements were as follows: (in thousands of euro) 12/31/2025Fair value revaluationDecreasesShare of net income / (loss)Share of other
components recognised
in Equity06/30/2026
Xushen Tyre (Shanghai) Co., Ltd. 102,101 32,062 (134,163) - - -
PT Evoluzione Tyres 14,648 - - 1,652 (658) 15,642 Middle East and North Africa Tyre Company 22,977 - - (1,228) 1,756 23,505 Total 139,726 32,062 (134,163) 424 1,098 39,147 (in thousands of euro) Opening balance at 01/01/2026 37,599 Translation differences 2
Increases 3,625
Fair Value adjustment through Other Comprehensive Income (957)
Other -
Closing balance 06/30/2026 40,269
68 The composition of the item by individual security is as follows:
The increases were mainly due to the acquisition of a stake in the company, Niulinx S.p.A., an Italian deep-tech start-up and spin-off of Politecnico di Milano, dedicated to the development of autonomous driving.
The fair value adjustments through Other Comprehensive Income equalled a negative net amount of euro 957 thousand, and refer mainly to the RCS MediaGroup S.p.A. (negative to the amount of euro 1,234 thousand).
For listed securities, the fair value corresponds to the stock market price at June 30, 2026. For unlisted securities, the fair value was determined using estimates based on the best available information.
12. DEFERRED TAX ASSETS AND LIABILITIES
Their composition is as follows:
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and current tax liabilities, and the deferred taxes relate to the same legal entity and the same tax authority. (in thousands of euro) 06/30/2026 12/31/2025
Listed securities
RCS MediaGroup S.p.A. 23,090 24,325 Total 23,090 24,325
Unlisted securities
Istituto Europeo di Oncologia S.r.l. 9,177 8,906 Tlcom I LP 191 189 Niulinx S.p.A. 3,000 -
Other companies 4,812 4,179 Total 17,179 13,274 Total other financial assets at Fair Value through Other Comprehensive Income 40,269 37,599 (in thousands of euro) 06/30/2026 12/31/2025 Deferred tax assets 236,099 210,490 Deferred tax liabilities (947,830) (956,063) Total (711,731) (745,573)
69 13. TRADE RECEIVABLES
Trade receivables were as follows:
The carrying amount of trade receivables is considered to approximate their fair value.
14. OTHER RECEIVABLES
Other receivables were as follows:
Non-current financial receivables (euro 123,707 thousand) refers mainly to euro 67,028 thousand, the sum deposited as guarantees for tax and legal disputes in relation to the subsidiary Pirelli Pneus Ltda., (Brazil) and remunerated at market rates, to euro 15,777 thousand the sum deposited in escrow accounts in favour of the pension funds of Pirelli UK Ltd., to euro 17,544 thousand in contributions paid in cash at the time of signing an association in participation contract, to euro 6,925 thousand for a loan disbursed in favour of the Indonesian joint venture, PT Evoluzione Tyres.
The item current financial receivables (euro 27,832 thousand) included euro 19,561 thousand in security deposits as guarantees for payment instruments in the APAC countries. The decrease compared with December 31, 2025, refers to the consolidation of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd. and its subsidiary, the Jining Shenzhou Tyre Co., Ltd., in respect of which Pirelli Tyre S.p.A. had a financial receivable to the amount of euro 70,819 thousand at December 31, 2025.
The item bad debt provision for other receivables and financial receivables (euro 9,509 thousand) mainly includes euro 9,041 thousand related to the impairment of financial receivables.
The item receivables from tax authorities not related to income taxes (euro 348,930 thousand compared to euro 318,736 thousand for at December 31, 2025) is mainly comprised of receivables for IVA (value added tax) and other indirect taxes whose recoverability is expected in future financial 06/30/2026 12/31/2025 Total Non-current Current Total Non-current Current Trade receivables 1,045,243 - 1,045,243 691,555 - 691,555 Bad debt provision (66,310) - (66,310) (63,007) - (63,007) Total 978,933 - 978,933 628,548 - 628,548 (in thousands of euro)
06/30/2026 12/31/2025
Total Non-current Current Total Non-current Current Financial receivables 151,539 123,707 27,832 256,800 127,930 128,870 Trade accruals and deferrals 67,098 8,144 58,954 40,998 5,351 35,647 Receivables from employees 8,326 468 7,858 5,307 577 4,730 Receivables from social security and welfare institutions 2,426 - 2,426 706 - 706 Receivables from tax authorities not related to income taxes 348,930 171,087 177,843 318,736 152,916 165,820 Other receivables 104,471 46,275 58,196 92,317 43,459 48,858 682,790 349,681 333,109 714,864 330,233 384,631 Bad debt provision for other receivables and financial receivables (9,509) (8,978) (531) (8,721) (8,229) (492) Total 673,281 340,703 332,578 706,143 322,004 384,139(in thousands of euro)
70 years. The increase compared with December 31, 2025 was partly due to exchange rate trends (positive to the amount of 21,931 thousand euros), particularly in relation to the Brazilian companies.
Other receivables non-current (euro 46,275 thousand) refers mainly to amounts deposited as guarantees for legal and tax disputes for the Brazilian companies (euro 44,893 thousand).
Other receivables current (euro 58,196 thousand) include:
advances to suppliers amounting to euro 15,360 thousand;
receivables from associates and joint ventures to the amount of euro 7,618 thousand, mainly for royalties and the sale of materials and moulds;
receivables for insurance reimbursements and other indemnities to the amount of euro 7,283 thousand.
receivables from the Prometeon Group to the amount of euro 6,759 thousand mainly for
royalties;
receivables to the amount of euro 5,406 thousand in yet to be collected state grants.
For other receivables current and non-current, the carrying amount is considered to approximate their fair value.
15. TAX RECEIVABLES
Tax receivables refers to income taxes which amounted to euro 48,174 thousand (of which euro 9,653 thousand was non-current), compared to euro 42,922 thousand at December 31, 2025 (of which euro 7,835 thousand was non-current).
16. INVENTORIES
Inventories were as follows:
For further information on the performance of Inventories, reference should be made to the section "Group Performance and Results" in this document.
Inventories were not subject to any guarantee restrictions. (in thousands of euro) 06/30/2026 12/31/2025 Raw and auxiliary materials and consumables 247,840 218,490 Sundry materials 20,778 21,840 Unfinished and semi-finished products 122,075 99,204 Finished products 1,128,797 1,116,003 Advances to suppliers 16 9 Total 1,519,505 1,455,546
71 17. OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH THE INCOME STATEMENT
Other financial assets at fair value through the Income Statement, amounted to euro 53,848 thousand at June 30, 2026, compared to euro 79,904 thousand at December 31, 2025.
The amount at June 30, 2026 included euro 45,653 thousand (euro 56,896 thousand at December 31, 2025), relative to investments made by the Argentine company, in listed dollar-linked bond instruments, to mitigate the effects of depreciation on the local currency. The decrease compared with the amount at December 31, 2025 was due, to the divestment carried out during the first half-year for approximately US$ 15 million, which was utilised by the Argentine company for the payment of trade payables and other intragroup and third-party supplier payables. This effect was partially offset by the positive change in the fair value.
For unlisted securities, the fair value was determined using estimates based on the best available information.
Changes in the fair value for the period were recognised in the Income Statement under “Financial Income” , (Note 35).
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents went from euro 1,525,886 thousand at December 31, 2025 to euro 1,015,551 thousand at June 30, 2026, and refers to current bank account balances and short-term bank deposits.
Details of the change in the balance are provided in the Consolidated Statement of Cash Flows.
They are concentrated in the treasury centres of the Group, and in companies that generate liquidity and use it locally. They are essentially invested, in accordance with risk diversification principles and in compliance with minimum rating levels, on the deposits market with short-term maturities with banking counter-parties at interest rates that are aligned with the prevailing market conditions. The credit risk associated with cash and cash equivalents is considered to be limited as the counter-
parties are represented by leading national and international banking institutions.
For the purposes of the Statement of Cash Flow, the balance of cash and cash equivalents was recorded net of bank overdrafts, in the amount of euro 2,642 thousand at June 30, 2026 (euro 1,817 thousand at December 31, 2025).
19. EQUITY
19.1 Attributable to the Owners of the Parent Company Equity attributable to the Owners of the Parent Company went from euro 6,277,848 thousand at December 31, 2025 to euro 6,396,595 thousand at June 30, 2026.
The subscribed and paid-up share capital at June 30, 2026 amounted to euro 2,065,651 thousand and was represented by 1,084,881,933 registered ordinary shares without indication of their nominal value.
72 The translation reserve , generated by the conversion into euro of the financial statements of subsidiaries with a functional currency other than the euro, was negative to the amount of euro 926,638 thousand at June 30, 2026 (negative to the amount of euro 1,100,630 thousand at December 31, 2025). Movements during the period include:
- a positive change to the amount of euro 190,886 thousand, mainly related to subsidiaries in Brazil, China and Mexico;
- a negative change to the amount of euro 11,444 thousand resulting from net investment hedge transactions, aimed at mitigating exposure to the risk arising from changes in the fair value of net investments in Mexico and China. For further details, reference should be made to Note 26, "Derivative Financial Instruments";
Other reserves with changes in the Statement of Comprehensive Income went from a negative euro 75,205 thousand at December 31, 2025, to a negative euro 75,216 thousand at June 30, 2026.
The positive effect of actuarial gains on pension funds (euro 6,949 thousand) was offset by the performance of the cash flow hedge reserve (negative to the amount of euro 5,997 thousand) and by financial assets at fair value recognised in Other Comprehensive Income (negative to the amount of euro 959 thousand).
Other reserves/retained earnings went from euro 5,388,032 thousand at December 31, 2025, to euro 5,332,798 thousand at June 30, 2026, essentially due to, dividends approved (negative to the amount of euro 368,860 thousand), which was partly offset by the net income/(loss) for the period (positive to the amount of euro 273,125 thousand), and to hyperinflation in Argentina and Turkey (a positive change of euro 29,747 thousand and euro 9,989 thousand respectively).
19.2 Attributable to Non-Controlling Interests Equity attributable to non-controlling interests increased from euro 178,889 thousand at December 31, 2025 to euro 288,397 thousand at June 30, 2026, mainly as a result of the consolidation and subsequent exercise of the Call Option to purchase 21% of the joint venture Xushen Tyre (Shanghai) Co., Ltd., with a net positive impact of euro 78,595 thousand, as well as the net income for the period (euro 25,916 thousand) and foreign currency translation gains (euro 16,898 thousand), offset by dividends approved to non-controlling shareholders (euro 12,615 thousand).
20. PROVISIONS FOR LIABILITIES AND CHARGES
Movements in the non-current portion of provisions that occurred during the period are shown
below:
Increases mainly refer to accruals to the provisions for labour disputes particularly for the Brazilian companies to the amount of euro 8,161 thousand. With regard to other risks, the increase for the PROVISIONS FOR LIABILITIES AND CHARGES -
NON-CURRENT PORTION (in thousands of euro) 12/31/2025Currency
translation
differences Increases Uses Releases Reclass. 06/30/2026 Provision for labour disputes 15,943 1,322 8,968 (2,957) (1,761) - 21,515 Provision for tax risks not related to income taxes 2,554 240 58 - - - 2,852 Provision for environmental risks 19,595 173 - (1,181) (23) - 18,564 Provision for other risks and expenses 46,731 125 4,477 (755) (1,013) (6,695) 42,870 Total 84,823 1,860 13,503 (4,893) (2,797) (6,695) 85,801
73 period mainly refers to the STI (Short Term Incentive) and LTI (2025-2027 and 2026-2028 Long Term Incentive) Plans for the Directors participating in the plan.
The reclassifications refer to the transfer from non-current provisions to current provisions of the portions of the Long Term Incentive (LTI) 2024-2026 and Short Term Incentive (STI) Plans set aside in previous years, which will be paid out in the first half-year of 2027, to the amount of euro 6,095 thousand.
Movements in the current portion of provisions that occurred during the period, are shown
below:
The increases related to other risks, were mainly attributable to the purchase of greenhouse gas emission allowances, consistent with the provisions of the European Emission Trading Schemes to the amount of euro 3,006 thousand, to insurance risks and to the Long Term Incentive (LTI) 2024-2026 Plans for Directors participating in the plan. PROVISIONS FOR LIABILITIES AND CHARGES -
CURRENT PORTION (in thousands of euro) 12/31/2025Currency
translation
differences Increases Uses Releases Reclass. 06/30/2026 Provision for labour disputes 291 (7) 269 (166) (17) - 370 Provision for tax risks not related to income taxes 4,012 39 135 - (1,119) - 3,067 Provision for environmental risks 7,062 536 32 (28) - - 7,602 Provision for product claims and warranties 11,834 434 898 (415) (26) - 12,725 Provision for other risks and expenses 24,082 (406) 6,360 (1,614) (896) 6,695 34,221 Total 47,281 596 7,694 (2,223) (2,058) 6,695 57,985
74 21. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS AND OTHER ASSETS
Provisions for Employee Benefit Obligations and Other Assets – non-current portion The item is composed as follows:
Pension Funds
The following table shows the composition of pension funds at June 30, 2026:
The following table shows the composition of pension funds at December 31, 2025 : (in thousands of euro) 06/30/2026 12/31/2025 Pension funds in surplus 95,960 85,048 Total other assets 95,960 85,048 Pension funds in deficit 52,586 54,294 Employees' leaving indemnities (TFR - Italian companies) 20,095 21,388 Healthcare plans 9,609 9,810 Other benefits 73,622 86,347 Total provisions for employee benefit obligations 155,912 171,839
06/30/2026
Germany Total unfunded pension fundsUSA UK Switzerland Total funded
pension fundsTotal
Present value of liabilities 52,586 52,586 60,039 631,959 34,944 726,942 779,528 Fair value of plan assets (63,103) (724,709) (35,090) (822,902) (822,902) - -
Total Assets in surplus (3,064) (92,750) (146) (95,960) (95,960) Total Liabilities in deficit 52,586 52,586 - - 52,586 Total pension funds (43,374)(in thousands of euro)
12/31/2025
Germany Total unfunded pension fundsUSA UK Switzerland Total funded
pension fundsTotal
Present value of liabilities 54,084 54,084 63,024 643,958 34,440 741,422 795,506 Fair value of plan assets (64,364) (727,666) (34,230) (826,260) (826,260) Total Assets in surplus (1,340) (83,708) (85,048) (85,048) Total Liabilities in deficit 54,084 54,084 210 210 54,294 Total pension funds (30,754)(in thousands of euro)
75 Movements for the first half-year of 2026 in the defined benefits pension funds (refers to funded and unfunded pension funds), were as follows:
Current and past service costs are included under “Personnel Expenses” (Note 30), and net interest payables are included under “Financial Expenses” (Note 36).
With reference to the UK plans and the Virgin Media Limited vs NTL Pension Trustees II Limited and others ruling, it should be noted that in April 2026 the Pension Schemes Bill received Royal Assent, becoming the Pension Schemes Act 2026. The new legislation introduces the possibility of obtaining retrospective actuarial confirmation for historical amendments to the UK pension schemes potentially affected by the Virgin Media ruling. The Trustees of the Group’s pension funds, with the support of legal and actuarial advisors, are evaluating the amendments made to the plans during the 1997-2016 period in order to determine which require further analysis and the possible request for the actuarial confirmation provided for under the new legislation.
At the date of approval of the Half-Year Financial Report, the analysis was still ongoing. The Group continues to maintain that the amendments made to the plans during 1997-2016 period had obtained, or are likely to obtain, the correct actuarial certification and has therefore not identified any factors that would suggest the emergence of additional obligations related to the Virgin Media ruling. (in thousands of euro)Present value
of gross
liabilitiesFair value of
plan assetsTotal
Opening balance at January 1, 2026 795,506 (826,260) (30,754) Currency translation differences 10,148 (11,327) (1,179) Movements through Income Statement:
- current service costs 478 - 478
- past service costs (4) - (4)
- interest expense / (income) 19,841 (21,187) (1,346) 20,315 (21,187) (872) Remeasurements recognised in Other Comprehensive Income:
- actuarial (gains) / losses from changes in demographic assumptions 1,232 - 1,232
- actuarial (gains) / losses from changes in financial assumptions (19,189) - (19,189)
- experience adjustment (gains) / losses 1,292 - 1,292
- (positive)/negative return on plan assets, net of interest income - 8,904 8,904 (16,665) 8,904 (7,761) Employer contributions - (2,781) (2,781) Employee contributions 321 (321) -
Benefits paid (30,097) 27,767 (2,330) Other - 2,303 2,303 Closing balance at June 30, 2026 779,528 (822,902) (43,374)
76 Employees’ Leaving Indemnities (TFR) Movements for the first half-year in employees’ leaving indemnities were as follows:
The current service cost, for services rendered by employees, is included under “Personnel Expenses” (Note 30) and interest payables are included under “Financial Expenses” (Note 36).
Healthcare Plans
This item refers exclusively to the healthcare plan in place in the United States.
Movements for the period were as follows:
The service cost is included under “Personnel Expenses” (Note 30) and interest payables are included under “Financial Expenses” (Note 36).
Additional Information on Post-Employment Benefits The net actuarial gains accrued during the first half-year of 2026 and recorded directly in Other Comprehensive Income amounted to euro 7,315 thousand, (net actuarial losses for 2025 had amounted to euro 5,398 thousand). (in thousands of euro) 06/30/2026 12/31/2025 Opening balance 21,388 20,978 Movements through Income Statement:
- current service cost 571 270
- interest expense 411 767 Remeasurements recognised in other comprehensive income:
- actuarial (gains) / losses arising from changes in demographic assumptions - 225
- actuarial (gains) / losses from changes in financial assumptions (154) (366)
- effect of experience adjustments - 108 Liquidation/advances (1,162) (1,168) Change in consolidation scope - 796 Other (959) (221) Closing balance 20,095 21,388 (in thousands of euro)USA Liabilities recognised in the Financial Statements at 06/30/2026 9,609 Liabilities recognised in the Financial Statements at 12/31/2025 9,810 (in thousands of euro) 06/30/2026 12/31/2025 Opening balance 9,810 11,434 Translation differences 295 (1,312) Movements through Income Statement:
- current service cost - 1
- interest expense 227 532 Remeasurements recognised in Other Comprehensive Income:
- actuarial / (gains) losses from changes in financial assumptions (181) 274
- effect of experience adjustments 60 (342) Contributions/benefits paid (602) (777) Closing balance 9,609 9,810
77 The main actuarial assumptions used at June 30, 2026 were the following:
The main actuarial assumptions used at December 31, 2025 were the following:
Other Long-Term Benefits The composition of other benefits was as follows:
The item “Long-Term Incentive Plans” refers to the amount allocated for the 2025-2027 and 2026-2028 three-year monetary LTI Plans for the Group's management, while the portion related to the 2024-2026 plan was reclassified during the first half-year under current Provisions for Employee Benefit Obligations, in that, should the parameters underlying the plans be met, they are expected to be paid in the first half-year of 2027. It should be noted that the existing incentive plans are based on a “rolling” mechanism (a new three-year Incentive Plan will therefore be reintroduced each year).
For further details, reference should be made to the Remuneration Report in the 2025 Annual Report.
Provisions for Employee Benefit Obligations – current portion The Statement of Financial Position item current provisions for employee benefit obligations , amounting to euro 35,211 thousand, refers to the amount related to the LTI 2024-2026 Plan, which will be paid out in the first half-year of 2027 to the Group’s management, in the event of the achievement of the objectives underlying the plan. Italy Germany UK USA Switzerland Discount rate 3.80% 3.95% 5.90% 5.17% 1.30% Inflation rate 2.00% 2.25% 3.37% N/A 0.75% Italy Germany UK USA Switzerland Discount rate 3.60% 3.85% 5.50% 4.85% 1.30% Inflation rate 1.90% 2.25% 3.18% N/A 0.75% (in thousands of euro) 06/30/2026 12/31/2025 Long Term Incentive plans 15,705 30,216 Jubilee awards and other long-term benefits 45,239 45,115 Leaving indemnities 12,678 11,016 Total 73,622 86,347
78 22. BORROWINGS FROM BANKS AND OTHER FINANCIAL INSTITUTIONS
Borrowings from banks and other financial institutions were as follows:
The item bonds refers to:
- the rated sustainability-linked bond loan the “Bond SLB EUR 600m 4.25% due 01/28 ” [ISIN:
XS2577396430] with a nominal value of euro 600 million, placed on January 11, 2023 with international institutional investors, with a fixed coupon of 4.25% and maturing in January 2028. The transaction, fully classified under non-current financial payables, was issued as part of the EMTN Programme (Euro Medium Term Note Programme), is guaranteed by Pirelli Tyre S.p.A. These securities are listed on the Luxembourg Stock Exchange. It should be noted that the sustainability targets for 2025 (as contractually specified) were exceeded, and therefore, the coupon penalties provided for in the event of the non-achievement of such targets do not apply. Accordingly the applicable coupon will remain at 4.25% until the maturity of the instrument. At June 30, 2026, the rating assigned by the rating agency Fitch on this instrument was BBB, while the rating assigned by the rating agency Standard & Poor's was
BBB-;
- the rated sustainability-linked bond loan the “Bond SLB EUR 600m 3.875% due 07/29 ” [ISIN:
XS2847641961] with a nominal value of euro 600 million, placed on July 2, 2024 with international institutional investors, with a fixed coupon of 3.875% and maturing in July 2029.
The transaction, fully classified under non-current financial payables, was issued as part of the EMTN Programme (Euro Medium Term Note Programme), and is guaranteed by Pirelli Tyre S.p.A. These securities are listed on the Luxembourg Stock Exchange. The terms and conditions of the securities provide that, for each of the two sustainability parameters specified in the contract (linked to the Group’s current sustainability targets, validated by the SBTi in September 2024), the coupon rate will increase by 0.25 per cent if either of the relevant targets are not met by 2027. At June 30, 2026, the rating assigned by the rating agency Fitch on this instrument was BBB, while the rating assigned by the rating agency Standard & Poor's was BBB-; Total Non-current Current Total Non-current Current Bonds 1,193,563 1,193,563 - 1,192,425 1,192,425 -
Borrowings from banks 1,396,340 1,196,241 200,099 1,208,380 1,197,849 10,531 Borrowings from other financial institutions 33,726 - 33,726 53,255 - 53,255 Lease liabilities 459,303 350,317 108,986 458,305 356,087 102,218 Accrued financial expenses and deferred financial income39,384 - 39,384 39,509 - 39,509 Other financial payables 7,574 201 7,373 5,922 831 5,090 Total 3,129,890 2,740,322 389,569 2,957,794 2,747,192 210,60206/30/2026 12/31/2025(in thousands of euro)
79 The carrying amount for the item bonds was determined as follows:
The item borrowings from banks , which amounted to euro 1,396,340 thousand, is subdivided as
follows:
The item mainly refers to:
the “Club Facility EUR 2.1bn ESG 2026 5y” which consists of three tranches totalling euro 2.1 billion, as follows:
o Pirelli & C S.p.A.’s term loan with a nominal value of euro 600,000 thousand, was fully utilised and recorded at a carrying amount of euro 597,475 thousand, and classified under non-current financial payables, and a multicurrency revolving credit facility with a nominal value of euro 500,000 thousand, which at June 30, 2026 had not been utilised;
o Pirelli International Treasury S.p.A.: a multi-currency revolving credit facility with a nominal value of euro 1,000,000 thousand, which at June 30, 2026 had not been
utilised;
a floating rate credit facility guaranteed by Pirelli Tyre S.p.A. which was entered into on January 23, 2026 with a pool of leading Italian and international banks and has a maturity of five years. The facility, which is parameterised with the Group’s sustainability targets previously announced to the market, has replaced bank credit facilities of the same amount maturing in 2027, thereby allowing the maturities to be extended until 2031. There is also the possibility, subject to agreement between the Company and the lending institutions, of further extending the maturity by up to a maximum of an additional two years under the same contractual terms. The “Club Deal EUR 600m ESG 2024 4.5y” financing for euro 598,232 thousand, related to the euro 600 million credit facility at a floating rate (EURIBOR + spread), guaranteed by Pirelli Tyre S.p.A., signed on March 22, 2024 with a pool of leading Italian and international banks, and maturing in four and a half years. This financing - classified under non-current financial payables - is parameterised to some of the Group's sustainability (in thousands of euro) 12/31/2026 12/31/2025 Nominal value 1,200,000 1,200,000 Transaction costs (9,298) (9,298) Bond discount (3,780) (3,780) Amortisation of effective interest rate 6,692 5,503 Fair value hedge adjustment (51) -
Total 1,193,563 1,192,425 (in thousands of euro) Due Date Interest rate Nominal value Balance Non - current Current Club Facility EUR 2,1 bn. ESG 2026 5y 01/23/2031 EURIBOR + spread 600,000 597,475 597,475 -
Club Deal EUR 600m ESG 2024 4.5y 10/20/2028 EURIBOR + spread 600,000 598,765 598,765 -
Borrowings from banks of foreign companies 200,099 - 200,099 Total borrowings from banks 1,396,340 1,196,241 200,09906/30/2026
80 targets, and as of June 2025, the Group began to benefit from the related incentives to reduce the cost of the credit facility;
borrowings from banks and the use of credit facilities granted to companies in China to the amount of euro 106,156 thousand, classified under current borrowings from banks (euro 2,301 thousand at December 31, 2025), in Brazil to the amount of euro 60,857 thousand (euro 3,489 thousand at December 31, 2025), and in Russia to the amount of euro 30,458 thousand, and classified under current borrowings from banks (not present at December 31, 2025). The increase in the value of bank loans to Chinese companies compared with December 31, 2025 was due to the consolidation of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd. and its subsidiary, the Jining Shenzhou Tyre Co., Ltd.
It should also be noted, that, at December 31, 2025, the item “Borrowings from banks” included the “Club Deal EUR 1.6bn ESG 2022 5y” financing, used for the nominal amount of euro 600 million at December 31, 2025, which was fully repaid and cancelled as part of the refinancing transaction that took place on January 23, 2026 with the signing of the aforementioned “Club Facility EUR 2.1bn ESG 2026 5y” . This transaction also extinguished the committed revolving credit facility the “Club Deal EUR 500m, ESG 2023 4y RCF”, which was unused at December 31, 2025.
At June 30, 2026, the Group had a liquidity margin of euro 2,569,399 thousand, calculated as the sum of cash and cash equivalents which equalled euro 1,015,551 thousand, other current financial assets at fair value through the Income Statement to the amount of euro 53,848 thousand and unutilised credit facilities to the amount of euro 1,500,000 thousand. The above-mentioned liquidity margin is sufficient to cover financial debt maturities to beyond the third quarter of 2029.
Regarding lease liabilities, the change compared to the previous financial year, refers to the remeasurement of existing contracts, which was partially offset by the payment of lease instalments.
Non-discounted future payments for lease contracts, for which the exercise of extension options is not considered to be reasonably certain, and which were therefore not included in the item lease liabilities, amounted to euro 126,306 thousand (euro 127,439 thousand at December 31, 2025.
Accrued financial expenses and deferred financial income (euro 39,384 thousand), mainly refers to accrued interest on bond loans to the amount of euro 34,644 thousand (euro 39,509 thousand at December 31, 2025), and to accrued interest on borrowings from banks to the amount of euro 4,237 thousand (euro 1,804 thousand at December 31, 2025).
81 The change in total borrowings from banks and other financial institutions for the first half-year of 2026 was composed as follows:
At June 30, 2026, there were no financial payables secured by collateral guarantees (pledges and mortgages).
For current financial payables, it is considered that their carrying amount approximates their relative fair value.
For non-current financial payables, their fair value is shown below, compared with their carrying amount. It should be noted that the current financial accruals and deferrals related to non-current payables have been allocated to the carrying amount.
The fair value of the two rated sustainability-linked bonds issued by Pirelli & C. S.p.A. under the EMTN programme are listed, and therefore were measured with reference to year-end prices. The fair values are classified as level 1 of the hierarchy provided for by IFRS 13 - Fair Value Measurement.
The fair value of borrowings from banks, was calculated by discounting each expected debt cash flow at the market swap-rate for the currency and the relevant maturity date, increased by the Group's credit worthiness for debt instruments that are similar in nature and technical characteristics, and therefore rank in level 2 of the hierarchy as provided for by IFRS 13 - Fair Value Measurement. (in thousands of euro) Borrowings from banks and other financial institutions at December 31, 2025 2,957,794 Repayment of "Club Deal EUR 1,6 bn. ESG 2022 5y" financing (600,000) Issuance of "Club Facility EUR 2.1 bn. ESG 2026 5y" financing 600,000 Financial inflows for the local credit facilties of Group companies 168,654 Financial outflows for the local credit facilties of Group companies (82,333) Repayment of lease liabilities (70,999) Cash changes 15,322 Amortised cost for the period (2,334) Translation differences and other changes for the period 94,012 Increases in lease liabilities 36,450 Remeasurement and early termination 28,645 Non-cash changes 156,774 Borrowings from banks and other financial institutions at June 30, 2026 3,129,890 (in thousands of euro) Carrying amount Fair value Carrying amount Fair value Bonds 1,228,207 1,219,536 1,229,934 1,233,570 Borrowings from banks 1,200,478 1,219,321 1,199,653 1,213,083 Other financial payables 704 704 1,027 1,027 Total 2,429,389 2,439,561 2,430,614 2,447,68031/12/2025 30/06/2026
82 The Group’s exposure to changes in interest rates on financial payables, both in terms of the type of interest rate and in terms of the date of the renegotiation (resetting) of the same was subdivided
between:
floating rate payables to the amount of euro 1,386,309 thousand;
fixed rate payables to the amount of euro 1,660,315 thousand, (euro 1,201,012 thousand excluding lease liabilities), whose interest rate is not subject to any reset until the natural maturity of the debt to which it refers (euro 116,435 thousand with maturity in the next twelve months and euro 1,543,880 thousand euro with maturity beyond twelve months).
At June 30, 2026, the cost of debt , calculated as the average cost of debt for the last twelve months, stood at 3.89%, and had decreased compared to 4.40%% at December 31, 2025. This decrease was mainly due to the reduction in financial debt in countries with higher interest rates.
With reference to the presence of financial covenants, it should be noted that two bank facilities held by the Russian subsidiary LLC “Pirelli Tyre Russia” carry the following financial covenants:
a) Facility 1 at 06/30/2026, utilised to the amount of euro 17,927 thousand: a maximum ratio between the net debt and the gross operating margin, and a maximum ratio of net debt to
equity;
b) Facility 2 at 06/30/2026, utilised to the amount of euro 11,408 thousand: a maximum ratio between the net debt and the gross operating margin, and a maximum ratio between short-
term debt plus interest paid and the gross operating margin.
The failure to comply with the above-mentioned financial covenants is identified as an event of default or non-performance. Specifically, an event of default or non-performance shall have as its consequence the termination of the contract and the mandatory early repayment of the financing.
It should be noted that at June 30, 2026, no event of default or non-performance event had occurred.
With regard to other financial payables, at June 30, 2026, the Group was not subject to financial covenants.
The “Club Facility EUR 2.1bn ESG 2026 5y”, the “Club Deal EUR 600m ESG 2024 4.5y” the “Bond SLB EUR 600m 4.25% due 01/28 ” and the “Bond SLB EUR 600m 3,875% due 07/29” include Negative Pledge clauses and other customary provisions whose terms are in line with the market standards for each of the above-mentioned types of financial instrument.
83 23. TRADE PAYBLES
Trade payables were composed as follows:
For trade payables, it is considered that their carrying amount approximates their relative fair value.
It should be noted that the Group has commercial agreements in place with certain suppliers which provide for the deferral of payment terms, as part of the normal management and optimisation of working capital, mainly in Brazil. The value, at June 30, 2026, of the trade payables subject to rescheduling under these agreements, amounted to euro 84.6 million.
24. OTHER PAYABLES
Other payables are detailed follows:
Accrued expenses and deferred income - non-current refers to euro 35,350 thousand in capital contributions received for investments made mainly in Romania and China, whose benefits are recognised in the Income Statement in proportion to the costs for which the contribution was disbursed.
Accrued expenses and deferred income - current includes euro 19,636 thousand in public grants and tax incentives received mainly in Italy and Romania, and euro 5,325 thousand for insurance coverage costs in some countries in the European region.
The item tax payables not related to income taxes is mainly comprised of IVA (value added tax) payables and other indirect taxes, withholding taxes for employees and other taxes not related to income taxes.
The item payables to employees mainly includes amounts matured during the period but not yet paid.
The item contract liabilities from contracts with customers, refers to advance payments received from customers for which the performance obligation had not yet been completed.
The item other payables (euro 38,272 thousand) mainly includes:
euro 11,718 thousand in payables to representatives, agents, professionals and consultants;
euro 9,431 thousand for payables related to customs duties, import and transport costs. Total Non-current Current Total Non-current Current Trade payables 1,481,376 - 1,481,376 1,934,282 - 1,934,282 Bill and notes payable 77,497 - 77,497 148,160 - 148,160 Total 1,558,873 - 1,558,873 2,082,442 - 2,082,442(in thousands of euro)06/30/2026 12/31/2025 (in thousands of euro) 06/30/2026 12/31/2025 Total Non-current Current Total Non-current Current Accrued expenses and deferred income 67,046 36,249 30,798 58,911 36,523 22,389 Tax payables not related to income taxes 104,473 9,883 94,590 84,595 8,331 76,264 Payables to employees 130,375 1,341 129,034 168,818 1,874 166,945 Payables to social security and welfare intitutions 73,522 32,966 40,556 76,849 30,520 46,329 Dividends approved 369,180 - 369,180 - - -
Contract liabilities 9,975 9 9,967 12,527 9 12,518 Other payables 38,272 906 37,366 51,941 798 51,143 Total Other payables 792,843 81,354 711,489 453,641 78,055 375,586
84 euro 2,427 thousand in payables to Directors, Auditors and supervisory bodies;
25. TAX PAYABLES
Tax payables were for the most part for national and regional income taxes in different countries and amounted to euro 184,321 thousand, (of which euro 4,595 thousand was for non-current payables), compared to euro 136,383 thousand at December 31, 2025, (of which euro 4,087 thousand was for non-current payables). Income tax payables included the assessments made by Management, regarding any potential effects of uncertainty in the treatment of income taxes.
26. DERIVATIVE FINANCIAL INSTRUMENTS
The item includes the fair value measurement of derivative instruments which are detailed as follows.
Derivative Financial Instruments not in Hedge Accounting The value of foreign exchange derivatives included in current assets and liabilities corresponds to the fair value measurement of forward foreign exchange buy/sell contracts outstanding at the closing date for the period. These are transactions which mirror the commercial and financial transactions of the Group, and for which the hedge accounting option has not been adopted. Their fair value was determined by using the forward exchange rate at the reporting date.
The value of the other derivatives , recognised under current assets to the amount of euro 13,900 thousand at December 31, 2025, corresponds to the fair value of a Call Option held by Pirelli Tyre S.p.A. to increase its ownership stake in the Chinese joint venture, the Xushen Tyre (Shanghai) Co., Ltd. This option was exercised in March 2026. (Refer to note 6, “Business combinations”).(in thousands of euro)
Non-
current
assetsCurrent
assetsNon-
current
liabilitiesCurrent
liabilitiesNon-
current
assetsCurrent
assetsNon-
current
liabilitiesCurrent
liabilities
Derivative Financial Instruments not in Hedge Accounting Foreign exchange derivatives - commercial positions 4,862 (8,562) 5,747 (2,922) Foreign exchange derivatives - included in net financial position 6,657 (4,474) 3,618 (2,648) Other derivatives 13,900 Derivative Financial Instruments in Hedge Accounting
- cash flow hedge:
Foreign exchange derivatives - commercial positions 431 (2,775) - (564) Interest rate derivatives - included in net financial position 1 (21) - 507 Other derivatives - 1,777 -
- fair value hedge Interest rate derivatives - included in net financial position (52)
- Net investment hedge Foreign exchange derivatives - investment in a foreign operation (10,942) 1 11,950 (21) (26,805) - 25,549 - (6,134) Total derivatives included in net financial position 1 6,657 (21) (4,526) - 4,125 - (2,648)12/31/2025 06/30/2026
85 Derivative Financial Instruments in Hedge Accounting - cash flow hedge The value of foreign exchange derivatives recognised under current liabilities to the amount of euro 2,775 thousand, to the fair value measurement of nineteen Average Rate Forward (ARF)
contracts:
Cash flow hedge accounting was adopted for these derivatives. The hedged item was the foreign exchange risk linked to the variability of revenues arising from future sales denominated in foreign currency and the related cash collection flows. In particular, the risk was attributable to the variability of the EUR/USD exchange rate.
The change in fair value during the period, which was negative to the amount of euro 1,889 thousand, was entirely recognised in Other Comprehensive Income. The ARF contracts were designated as hedging instruments in their entirety (Full Fair Value approach).
For each designated hedging relationship, the amounts accumulated in the cash flow hedge reserve were reclassified to the Income Statement when the underlying hedged item was recognised (i.e. at the end of the month in which the sale took place) and were included in the item “Revenue from sales and services”.
At June 30, 2026, losses of euro 66 thousand were reclassified to the Income Statement.
It should be noted that the balance of the cash flow hedge reserve at June 30, 2026, which was positive and amounted to euro 3,616 thousand, included euro 2,582 thousand relating to the portion of the positive reserve accrued on pre-hedge forward-start IRSs closed early in 2022. The reclassification of this portion of the reserve to the Income Statement adjusts the financial expenses of the relevant hedged item, which was a sustainability-linked bond issued in January 2023, with a maturity date in January 2028, for an amount of euro 600 million. The portion of the reserve reclassified to the Income Statement during the period amounted to euro 2,413 thousand. (Refer to Note 36, “Financial expenses”).
Derivative Financial Instruments in Hedge Accounting - net investment hedge The value of foreign exchange derivatives included in current liabilities to the amount of euro 10,942 thousand refers to the fair value measurement of forward foreign exchange buy/sell contracts outstanding at the closing date for the period which were entered into in order to mitigate the exposure to the risk arising from changes in the fair value of net investments in China. The hedged item was represented by a portion of the equity of Chinese subsidiaries. The hedging instrument was represented by forward FX contracts, designated in their entirety as hedging instruments.
The amount recognised in Other Comprehensive Income during the period was negative to the amount of euro 10,942 thousand. Derivative Hedged element Notional amount Start date Maturity (millions of USD) Average Rate Forward Highly probable forecast sales in USD 393.0 March - June 2026 July to December 2026
86 27. COMMITMENTS AND RISKS
COMMITMENTS FOR THE PURCHASE OF PROPERTY , PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
The commitments to purchase property, plant and equipment and intangible assets amounted to euro 191,043 thousand and euro 4,190 thousand respectively, and refer mainly to subsidiaries in Mexico, Romania, Italy and Germany.
COMMITMENTS FOR LEASE CONTRACTS
At June 30, 2026, the total amount for non-discounted future payments for lease contracts not yet in force and against which no financial debt has been recognised, amounted to euro 3,564 thousand, and mainly refers to a lease contract for a new sales outlet in Germany and to machinery for the cleaning of moulds.
COMMITMENTS FOR FUTURE CAPITAL SUBSCRIPTIONS
These refer to the commitment by Pirelli Tyre S.p.A. to subscribe the share capital of the joint venture, the Middle East and North Africa Tyre Company for the remaining total amount in Saudi riyals, equal to the equivalent of approximately US$ 15 million. This commitment was fulfilled in full on July 10, 2026.
COMMITMENTS FOR THE PURCHASE OF TAX CREDITS
These refer to the commitment by Pirelli & C. S.p.A. and some of its Italian subsidiaries to purchase an amount of tax credits (the so-called “Superbonus Credits” ) for the 2025-2027 three-year period, from a bank of the highest credit standing, for a total residual amount of euro 260 million, with a near-immediate use to offset various types of tax and social security liabilities.
OTHER RISKS
Litigation against Companies of the Prysmian Group In June and July 2026, Pirelli, on the one hand, and Prysmian and Prysmian CS, on the other, lodged an appeal with the Court of Cassation against the judgement of the Milan Court of Appeal, published in March 2026, regarding the ongoing dispute between them.
The Milan Court of Appeal had upheld the first-instance judgment of the Court of Milan, which established that were to jointly bear, in equal measure, the European Commission's sanction (already paid by these parties) as well as any damages that they may be ordered to pay jointly and severally in the follow-on proceedings brought by Terna, leaving it to the national courts in the other follow-on proceedings to determine the allocation of any damages (see below - Other Disputes Consequent to the Decision of the European Commission ) and rejecting the respective claims for full indemnity brought by the parties.
This dispute is a consequence of the decision issued on April 2, 2014 by the European Commission (later confirmed in the final instance by the Court of Justice of the European Union on October 28, 2020) at the conclusion of the antitrust investigation into restrictive conduct in the European high voltage electrical cable market. The Commission’s decision had imposed a sanction on Prysmian CS, as it was directly involved in the cartel, a portion of which (euro 67 million) Pirelli, despite not having been found to be directly involved in the activities of the cartel, had been held to be jointly and severally liable with Prysmian CS, based solely on the application of the EU principle, the so-
87 called “parental liability ”, since during part of the period of the infraction, the share capital of the current Prysmian CS was held, either directly or indirectly by Pirelli.
On December 31, 2020, Pirelli proceeded to pay its share of the aforementioned sanction to the European Commission (corresponding to 50% of the sanction, plus interest), for which it had previously made appropriate provisions.
Pending the resolution of the aforementioned European Union Court proceedings, in 2014 and 2019, Pirelli brought two proceedings before the Court of Milan, against Prysmian CS (the first) and against Prysmian CS and Prysmian S.p.A., (the second) to obtain, in addition to the reimbursement of the sanction imposed by the European Commission, a ruling requiring that these parties hold Pirelli harmless and indemnified from any liability, expenses, costs, and/or damages arising from claims by third parties, whether public or private, in connection with and/or consequential to the facts that are the subject of the European Commission's decision.
Pirelli has also requested that the liabilities of Prysmian CS and Prysmian S.p.A. be determined in relation to certain unlawful conduct connected with the aforesaid anti-competitive cartel put in place by them and, as a consequence, be ordered to pay compensation for all damages suffered and to be suffered by Pirelli.
Prysmian CS and Prysmian S.p.A. entered an appearance in the above proceedings, seeking the dismissal of Pirelli's claims and, by way of a counter-claim, to be held harmless and indemnified by Pirelli against any consequences arising from claims by private and/or public third parties relating to, connected with and/or consequential to the facts that are the subject of the decision of the European Commission.
In April 2021, the two lawsuits (that of 2014 and that of 2019) were joined, and, in 2022, two segments of the proceedings brought by Terna S.p.A. - Rete Elettrica Nazionale ("Terna"), against amongst others, Pirelli, Prysmian CS and Prysmian S.p.A., were also joined. With regard to these segments, Pirelli, on the one hand, and Prysmian CS and Prysmian S.p.A., on the other, have submitted reciprocal indemnity claims with regard to what they were ordered to pay to Terna (refer to the section below - Other Disputes Consequent to the Decision of the European Commission).
Based on careful analyses supported by authoritative external legal opinions, the assessment of the risk related to the disputes described above is such as to not require the allocation of any specific provision in the Consolidated Financial Statements at June 30, 2026.
Other Disputes Consequent to the Decision of the European Commission (follow-on) In November 2015, a number of companies of Prysmian Group served Pirelli with a summons in a lawsuit for the compensation of damages brought before the London High Court of Justice against them and other defendants of the Decision of the European Commission of April 2, 2014, by National Grid and Scottish Power, the companies who claim to have been harmed by the cartel. Specifically, the companies of the Prysmian Group have requested that Pirelli, by reason of its role as Parent Company for part of the period of the cartel, hold them harmless with respect to any obligations to pay damages (to date unquantifiable) to the National Grid and Scottish Power. As the aforementioned action, brought before the Court of Milan in November 2014, is still pending, Pirelli has challenged the lack of jurisdiction of the London High Court of Justice claiming that, that any
88 decision on the merits must be referred to the Court that had previously heard the case. In April 2016, the High Court of Justice, at the request of Pirelli and the companies in the Prysmian Group, suspended the lawsuit against Pirelli until final judgement is passed, that would settle the already pending Italian proceedings.
In April 2019, Terna filed a lawsuit before the Court of Milan, jointly and severally, against Pirelli, three Prysmian Group companies and another company named in the aforementioned European Commission decision, in order to obtain compensation for the damage allegedly suffered as a consequence of the anti-competitive conduct, The amount currently re-quantified by the claimant as a whole ranged between euro 307.5 million and euro 357.0 million. Pirelli entered the proceedings, disputing Terna's claims, and similar to the other defendants and against them, filed a counter-claim for recourse in the unlikely event that it is held jointly and severally liable for the anti-competitive cartel.
In October 2021, the Judge dismissed from the proceedings, the portion of the litigation consisting of the cross indemnity claims between Pirelli, on the one hand, and Prysmian CS and Prysmian S.p.A., on the other, ordering that it be joined with the litigation pending between the two parties before the Court of Milan (refer to the section above - Litigation against Companies of the Prysmian Group).
Lastly, also in April 2019, the Electricity & Water Authority of Bahrain, GCC Interconnection Authority, Kuwait Ministry of Electricity and Water and Oman Electricity Transmission Company, served a writ of summons against Pirelli, some of the Prysmian Group companies and other defendants in the aforementioned decision of the European Commission, suing them jointly and severally to obtain compensation for the damages allegedly suffered as a result of the alleged anti-competitive conduct for the total amount of euro 472 million, which was quantified during the course of the proceedings.
These proceedings were brought before the Court of Amsterdam, which with its ruling dated November 25, 2020, upheld the objection raised by Pirelli and excluded its own jurisdiction over Pirelli. In February 2021, the plaintiffs appealed against this ruling before the Amsterdam Court of Appeal. Proceedings are currently pending, following the resolution of an incidental issue raised by the same Amsterdam Court of Appeal before the Court of Justice of the European Union. Based on careful analyses supported by authoritative external legal opinions, the assessment of the risk related to the disputes described above is such as to not require the allocation of any specific provision in the Consolidated Financial Statements at June 30, 2026.
US Class Actions On January 30, 2024, the European Commission announced the opening of an investigation against certain tyre manufacturers active in the European Economic Area, for alleged violations of the European Union competition laws, through the possible collusion of prices for new replacement tyres for cars and trucks, to be sold in the European Economic Area. At the same time, the Commission has conducted inspections at the offices of the aforementioned tyre manufacturers, including those of Pirelli. The latter confirmed the probity of its operations and to have always acted in compliance with the applicable antitrust laws and regulations.
Following the European Commission's announcement of the aforementioned actions, in February 2024, a number of class action suits - later merged into a single proceeding - were commenced
89 before the US Courts, relating to alleged similar issues that allegedly occurred in the United States.
The claims for damages have not been quantified.
In February 2025, the Federal Court of Ohio, before which these class actions had been joined, fully dismissed the Plaintiffs' appeal in its entirety, granting the Plaintiffs time to file a new complaint based on different arguments, which was filed in April 2025.
In March 2026, the Court of First Instance issued a decision that definitively dismissed (“with prejudice” ) all claims brought by the plaintiffs, some of which, in April 2026, initiated appeal proceedings.
Based on the assessment carried out, supported, by authoritative external legal opinions, Pirelli, also in light of the limited information available to date, did not consider it necessary to recognise any specific provision in the Consolidated Financial Statements at June 30, 2026.
Tax Disputes
Italian Tax Dispute concerning the ACE (Allowance for Corporate Equity) Tax Relief Pirelli & C. S.p.A. was party to a tax dispute in Italy with the Italian Revenue Agency relating to the entitlement to the ACE (Allowance for Corporate Equity) scheme, connected with capitalisation transactions carried out as part of the acquisition of the Group in 2015, by ChemChina (subsequently merged into Sinochem).
The first and second instance rulings fully upheld the Company’s arguments, cancelling the assessment notice. The total value of the ACE allowance associated with the transaction, in tax terms, amounted to approximately euro 18 million for the 2017-2023 period. No sanctions would apply in the event of an adverse outcome.
The risk of losing the case in any potential appeal on the points of law has not been assessed as probable and, therefore, no liability has been recognised in the Financial Statements for this dispute.
Tax Dispute in the South American region The subsidiaries Pirelli Pneus Ltda., Pirelli Comercial de Pneus Brasil Ltda. and Pirelli Neumaticos SAIC, with headquarters in Brazil and in Argentina, are involved in various tax disputes and proceedings. The most significant are described below:
Brazil - Litigation concerning the IPI Tax Rate applicable to specific Types of Tyres Pirelli Pneus Ltda. is party to a tax dispute with the Brazilian tax authorities concerning the IPI tax rate (Imposto sobre Produtos Industrializados or tax on industrialised products) specifically concerning the tax rate applicable to the production and importation of tyres for the Sports Utility Vehicle ( "SUV" ), vans and other light industrial transportation vehicles (such as, for example, trucks).
According to statements by the Brazilian tax authorities in the tax assessment notices issued during the course of 2015, 2017 and 2021, the aforementioned tyres should have been subjected to the IPI tax rate for the production and importation of tyres for cars – with an applicable rate of 15% - instead of the 2% rate applied by Pirelli Pneus Ltda., as is required for the production and importation of
90 tyres destined for heavy industrial use vehicles. To date, the dispute is pending before the competent tax commissions and the Group believes it has a good chance of winning in court. This position is also supported by: (i) an appraisal prepared by a Brazilian government institution (the INT - National Institute of Technology), specifically commissioned for this purpose by Pirelli Pneus Ltda, who concluded their analysis by equating, in light of their similar characteristics, the tyres in question with those intended for heavy industrial vehicles, (ii) judicial decisions favourable to taxpayers.
The risk is estimated at approximately euro 49 million, inclusive of tax, interest and penalties.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning Transfer Pricing applied to some Intra-group Transactions Pirelli Pneus Ltda. is involved in an existing dispute with the Brazilian tax authorities for income tax purposes ( IRPJ - Imposto sobre a renda das pessoas jurídicas ) and social security contributions (CSLL - Contribuição Social sobre o Lucro Líquido ) due from the company for the 2008, 2011 and 2012 tax periods deriving from the application, of the so-called transfer pricing regulations, to import transactions with related parties. Based on the notices of assessment served on the company during the course of 2013, 2015 and 2016, the Brazilian tax authorities are mainly contesting the incorrect application by the company, of the methodology provided for by the administrative practice in force at the time ( IN - Instrução Normativa 243), for the assessment of transfer prices applied to the importation of goods from related parties.
To date, part of this litigation is pending before the competent tax courts. The Group maintains that it has a good chance of winning and, in this regard, Pirelli Pneus Ltda has already obtained some favourable rulings from the administrative court, which has recognised the company's arguments by reducing the amount originally contested by the Brazilian tax authorities.
Furthermore, during the course of 2026, the Supreme Court may rule on the subject of the present dispute, and may issue a judgement with binding effect erga omnes. In light of the above, the risk is estimated at approximately euro 23 million inclusive of taxes, sanctions and interest.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Disputes concerning the IPI Tax Rate for the Sale of Tyres to the Automotive Sector Pirelli Pneus Ltda. is also party to a dispute concerning the IPI tax rate, (Imposto sobre Produtos Industrializados or tax on industrialised products), concerning the sale of components to companies operating in the automotive sector. According to what was claimed by the Brazilian tax authorities in a notice of assessment issued in 2013, Pirelli Pneus Ltda. was not entitled to benefit, with reference to its secondary headquarters located in the city of Ibiritè in the Federal State of Minas Gerais, from the IPI exemption provided for by law in the case of sales of particular components, to companies operating in the automotive sector. All administrative proceedings have been concluded, resulting in a reduction of the originally contested amount. The remaining amount is currently being disputed in
91 the judicial system. The Group believes it has well-founded grounds to contest the tax administration’s claim and, therefore, has a good chance of winning.
The risk is estimated at approximately euro 22 million, inclusive of tax, interest and penalties.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning the Tax Impact deriving from the so called “Plano Verão” Pirelli Pneus is involved in an existing tax dispute with the Brazilian tax authorities for the period from 1989 to 1994 as a result of the so-called “Plano Verão”. The Plano Verão was an economic measure introduced by the then Brazilian government, to control the phenomenon of hyperinflation that was affecting the country, through a price freeze. However, the difference between the real inflation and indexed inflation had the effect of creating significant distortions in the financial statements of companies and ultimately, the amount of taxes paid by them. Pirelli Pneus Ltda. used the real inflation rate for its financial statement assessments, and, at the same time, initiated legal proceedings to assert its arguments regarding the correct amount of taxes owed. During the course of the aforementioned proceedings, Pirelli Pneus Ltda. first adhered to a tax amnesty to settle the dispute in question and, only later, on the basis of a ruling by the Brazilian Supreme Court with binding erga omnes effects, did it request the annulment of the effects of the amnesty it had previously adhered to.
The proceedings are pending before the competent judicial courts and the risk is estimated to be up to a maximum euro 45 million, inclusive of taxes and interest.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning “ICMS Substituicão Tributária” (Tax Substitution case) Pirelli Comercial de Pneus Brasil Ltda. has become involved in a new dispute concerning ICMS-ST (Imposto sobre Circulaçao de Mercadorias e Serviços - Substituicão Tributária) tax credits.
According to the claims made in a notice of assessment issued during 2022 by the Brazilian tax authorities for the 2018 and 2019 tax periods, Pirelli Comercial de Pneus Brasil Ltda. allegedly transferred ICMS-ST credits to Pirelli Pneus without the prior formal authorisation of the Brazilian tax authorities.
In 2023, Pirelli Pneus also received a contestation from the State of São Paulo on the same matter, for allegedly failing to comply with formal obligations in relation to the use of the ICMS-ST credits transferred by Pirelli Comercial.
92 Proceedings are pending before the competent administrative bodies and the risk is estimated at approximately euro 64 million, including taxes, interest and penalties.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning ICMS Tax Credits for the Purchase of Assets Used in the Industrial Process and for the Purchase of Fixed Assets Pirelli Pneus Ltda. is involved in a tax dispute concerning ICMS ( Imposto sobre Circulaçao de Mercadorias e Serviços ) tax credits. In August 2024, the Company was assessed by the State of São Paulo for a series of alleged irregularities related to the recording of ICMS credits against the purchase of tangible assets used in the Company's industrial process.
As also demonstrated during the tax audit, the Group believes it has well-founded reasons to contest the tax authorities' claim and, therefore, a good chance of winning.
Proceedings are pending before the competent administrative bodies and the risk is estimated at approximately euro 21 million, including taxes, interest and penalties.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning Reintegra The so-called Reintegra, is a tax credit that was instituted as a mechanism to reimburse, in full or in part, to Brazilian companies, the taxes they were incurring along the production chain on goods subsequently destined for export.
A law that entered into force in 2014, provided that Brazilian exporting taxpayers could record: (i) tax credits ranging from 0.1% to 3% of export turnover (the so-called "Ordinary Reintegra" ); (ii) as well as an additional tax credit of up to 2% (the so-called "Additional Reintegra" ), in accordance with certain criteria and parameters to be defined by a specific regulation.
However, such a regulation was ever issued by the Brazilian Government. Consequently, a debate arose as to the immediate enforceability of the legal provision in the absence of that regulation.
The Brazilian Supreme Court, in a “pilot case” with binding effects erga omnes, (i) held that the Government may reduce the rates of the “Ordinary Reintegra” benefit without being required to provide the underlying reasons; (ii) did not, on the contrary, rule on taxpayers’ right to benefit from the “Additional Reintegra” benefit in the absence of the relevant regulation.
Pirelli Pneus Ltda., also has ongoing legal proceedings relating to this matter and, furthermore, the company has filed claims for reimbursement regarding the amount of the “Additional Reintegra”.
The action brought by the company for the recognition of its right to the “Additional Reintegra” benefit received an unfavourable judgment from the Court of Appeal in February 2026, and the Company
93 now intends to file appeals before both the Supreme Court and the Court of Justice on the constitutional aspects.
Pending the decision of the administrative courts on Pirelli Pneus Ltda.’s right to benefit from the so-called Additional Reintegra, the risk was estimated at approximately euro 42 million, including taxes and interest.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil - Litigation concerning “Rebates” In 2020, Pirelli Pneus was involved in a tax dispute concerning “commercial rebates”. The company receives “rebates” from suppliers of the Group, such as Birla and Sertrading, which are accounted for as costs reductions. However, the Brazilian tax authority determined that these amounts are conditional discounts and requires PIS/COFINS to be applied to them, treating them as taxable revenues.
The matter is currently under discussion in four administrative proceedings and one annulment action before the courts. All five proceedings are awaiting a decision.
The risk is estimated at approximately euro 13 million, inclusive of tax, penalties and interest.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Brazil – Litigation concerning “Desenvolve” Pirelli Pneus is involved in a tax dispute concerni ng “Desenvolve” , a tax benefit granted by the State of Bahia. According to the tax authorities, Pirelli applied an incorrect method for calculating the tax benefit, resulting in the non-payment of ICMS.
The matter is currently under discussion in two administrative proceedings and in an application for suspension of enforcement before the courts.
The risk is estimated at approximately euro 10 million, inclusive of tax, penalties and interest.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
Argentina - Customs dispute concerning Import Values The subsidiary Pirelli Neumaticos SAIC, based in Argentina, is involved in a number of disputes and tax proceedings, in which the Argentine customs authorities claim that the value of certain imports -
from other Group companies - of finished products and raw materials should have included royalties paid to the Pirelli Tyre S.p.A. Group company, for the licence to use patents and for technical assistance.
On the same subject, the Company is a party to various litigations in progress with the Argentine customs authorities that concern the years from 2009 to 2022. In particular, in one of the disputed
94 cases, the customs authority ruled in Pirelli's favour to annul the dispute with reference to the importation of finished products and limiting it exclusively to the importation of raw materials. The risk is estimated at approximately euro 12 million, inclusive of tax, interest and penalties.
The risk of losing the case has not been assessed as probable and, therefore, no provision has been recognised in the Financial Statements for this dispute.
28. REVENUES FROM SALES AND SERVICES
Revenues from sales and services were as follows:
These revenues are mainly generated by the sales of tyres and related services to customers represented by both distributors and end customers.
For information on the breakdown of sales according to geographical region, please refer to Note 7, “Operating Segments”.
For further information on the performance of revenues from sales and services, refer to the section "Group Performance and Results" in this document.
29. OTHER INCOME
The item is composed as follows:
The item sales of industrial products mainly refers to revenues generated by the sale of truck and agricultural vehicle tyres, mainly purchased from the Prometeon Group and marketed to third parties through the distribution networks controlled by the Pirelli Group, mainly in Brazil.
The item other income from the Prometeon Group mainly includes:
euro 7,200 thousand for the license agreement for the use of the Pirelli trademark);
euro 5,000 thousand for the license agreement for know-how; (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025 Revenues from the sales of goods 3,433,483 3,406,165 Revenues from services 61,046 92,412 Total 3,494,529 3,498,577 (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025 Sales of Industrial products 37,196 47,112 Other income from the Prometeon Group 13,640 18,847 Recoveries and reimbursements 13,055 17,968 Government grants 11,533 11,667 Gains on disposal of property, plant and equipment 253 1,877 Rental income 1,346 1,513 Income from subleases of right of use assets 543 503 Other income 50,581 70,050 Total 128,147 169,537
95 euro 563 thousand for services rendered.
In the first half-year of 2025, the item included euro 5,018 thousand relating to sales of raw materials to the Prometeon Group.
The item recoveries and reimbursements mainly includes:
tax refunds and customs duty refunds totalling euro 3,321 thousand, received mainly by the
Brazilian companies;
tax refunds totalling euro 1,462 thousand due to rebates obtained in Germany for excise duties on electricity to the amount of euro 1,000 thousand, and on gas to the amount of euro
463 thousand;
income from the sale of tyres for testing, and the recovery of transport expenses in Germany to the amount of euro 1,053 thousand.
The item other mainly includes income from the sale of goods and services, in connection with sports events linked to sponsorship agreements to the amount of euro 18,662 thousand, royalties from third parties to the amount of euro 3,174 thousand.
96 30. PERSONNEL EXPENSES
The item is composed as follows:
31. DEPRECIATION, AMORTISATION AND IMPAIRMENTS
The item is composed as follows:
For the composition of the depreciation of the right of use, reference should be made to Note 8.2, “Right of Use".(in thousands of euro)01/01 - 06/30/2026 01/01 - 06/30/2025 Wages and salaries 518,486 504,674 Social security and welfare contributions 102,754 99,838 Costs for employee leaving indemnities and similar 12,101 13,399 Costs for defined contribution pension funds 13,303 13,935 Costs for defined benefit pension funds 531 546 Costs for jubilee awards 2,877 4,676 Costs for defined contribution healthcare plans 15,722 16,835 Other costs 8,120 6,398 Total 673,894 660,301 (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025 Amortisation 58,909 69,770 Depreciation of owned tangible assets 187,028 164,899 Depreciation of right of use 56,349 56,815 Impairment net of reversals 616 1,010 Impairment of right of use - -
Total 302,902 292,494
97 32. OTHER COSTS
The item is subdivided as follows:
The item fluids and energy includes:
the costs incurred during the period for the consumption of electricity, gas, water and other
energy carriers;
the cost of purchasing greenhouse gas emission allowances and renewable energy certificates, including the provision recognised during the period for CO ₂ emissions to be covered by ETS certificates;
the cost of purchasing electricity through Power Purchase Agreements (PPAs), as these contracts are entered into in order to meet the Group's own electricity purchase requirements and, therefore, the Group applies the “own use exemption”.
The item leases and rentals is composed as follows:
euro 14,896 thousand for lease contracts with a duration of less than twelve months (euro 17,763 thousand for the first half-year of 2025);
euro 5,172 thousand for lease contracts with variable instalments not linked to indices or rates, (for example, inflation or the EURIBOR), but linked for example, to usage (euro 6,764 thousand for the first half-year of 2025);
euro 5,133 thousand for lease contracts for assets with a low unit value (euro 4,603 thousand for the first half-year of 2025). (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025 Selling costs 206,118 212,477 Purchases of goods for resale 160,814 237,085 Advertising 123,636 125,657 Fluids and energy 116,127 117,264 Warehouse operating costs 59,676 58,326 IT expenses 32,895 32,631 Consultants 28,335 29,398 Maintenance 40,756 42,102 Insurance 21,090 20,027 Leases and rentals 25,201 29,130 Outsourcing 24,173 23,376 Stamp duties, levies and local taxes 20,193 13,597 Other provisions 18,191 14,427 Travel expenses 20,178 20,704 Remuneration for Key Managers 11,675 12,102 Cleaning expenses 12,989 11,109 Canteen 18,034 15,648 Security expenses 9,222 8,596 Waste disposal 7,695 7,964 Telephone expenses 2,194 2,374 Other 96,938 95,903 Total 1,056,130 1,129,897
98 The item Other also includes, labour provided by third parties to the amount of euro 9,257 thousand, (euro 7,142 thousand for the first half-year of 2025), expenses for the testing of technology to the amount of euro 7,475 thousand (euro 9,800 thousand for the first half-year of 2025), membership fees to the amount of euro 5,886 thousand (euro 4,655 thousand for the first half-year of 2025) and transport costs for materials to the amount of euro 9,126 thousand (euro 9,257 thousand for the first half-year of 2025).
33. NET IMPAIRMENT OF FINANCIAL ASSETS
This item, which was negative to the amount of euro 1,422 thousand compared to euro 3,779 thousand in the first half-year of 2025, mainly includes the net impairment of trade receivables for euro 1,410 thousand (a net impairment of euro 3,813 thousand in the first half-year of 2025).
34. NET INCOME/(LOSS) FROM EQUITY INVESTMENTS
34.1 Share of Net Income/(Loss) from Equity Investments in Associates and Joint Ventures The share of net income/(loss) from equity investments in associates and joint ventures, which is accounted for using the equity method, was positive to the amount of euro 557 thousand and mainly refers the share of the results of the joint venture, PT Evoluzione Tyres in Indonesia, which was positive to the amount of euro 1,652 thousand (positive to the amount of euro 1,118 thousand in the first half-year of 2025), and in the joint venture, the Middle East and North Africa Tyre Company which was negative to the amount of euro 1,228 thousand (negative to the amount of euro 1,079 thousand for the first half-year of 2025), The figure for the first half-year of 2025 also included the share of results of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd, positive to the amount of euro 10,923 thousand, which has been fully consolidated since January 1, 2026.
34.2 Dividends
For the first half-year of 2026, these amounted to euro 1,755 thousand (euro 1,978 thousand in the first half-year of 2025), of which euro 1,729 thousand was received from the RCS MediaGroup S.p.A.
34.3 Net income/(loss) from Equity Investments This item includes the fair value revaluation to the amount of euro 32,062 thousand, net of the reversal of the cumulative foreign exchange translation reserve, which amounted to a negative euro -5,086 thousand, following the consolidation of the shareholding in the joint venture, the Xushen Tyre (Shanghai) Co., Ltd.
The figure for the first half-year of 2025 refers to the capital gain realised on the disposal of the subsidiary Däckia AB.
99 35. FINANCIAL INCOME
The item is composed as follows:
Interest income which totalled euro 15,490 thousand, mainly included:
euro 10,856 thousand in interest receivables from financial institutions, associates and joint
ventures;
euro 2,293 thousand in interest on fixed-income securities;
euro 1,122 thousand in interest accrued on security deposits provided by the Brazilian subsidiaries as a guarantee for legal and tax disputes.
The item other financial income amounted to euro 3,918 thousand and includes interest accrued on tax and social security receivables from the Brazilian companies.
The fair value measurement of other financial assets was positive to the amount of euro 2,415 thousand and refers to the fair value measurement of dollar-linked bond instruments, in which the Argentine company has invested in, in order to mitigate the effects of depreciation on the local currency. The fair value measurement of dollar-linked bond instruments includes the exchange rate component to the positive amount of euro 1,145 thousand, which partially offsets the combined effect of the total amount of euro 14,230 thousand, comprised on the one hand, of the Argentine net monetary loss of euro 13,973 thousand, and on the other hand, of the effect of the Argentine subsidiary’s net losses on exchange rates which amounted to euro 257 thousand. Reference should be made to Note 36, "Financial Expenses" for further details.
The item fair value measurement of foreign exchange derivatives refers to forward foreign exchange buy/sell transactions to hedge commercial and financial transactions, in accordance with the Group's exchange rate risk management policy. For transactions still open at period-end, the fair value is determined by applying the forward exchange rate at the reporting date. Fair value measurement consists of two elements: the interest component, which is linked to the interest rate differential between the currencies covered by the individual hedges, equal to a net cost of euro 6,040 thousand, and the exchange rate component, equal to a net cost of euro 7,843 thousand. (in thousands of euro) 01/01 - 30/6/2026 01/01 - 30/6/2025 Interest income 15,490 18,903 Other financial income 3,918 10,185 Net interest on provisions for employee benefit obligations 165 390 Fair value measurement of other financial assets 2,415 15,296 Fair value measurement of foreign exchange derivatives 1,803 -
Total 23,790 44,774
100 36. FINANCIAL EXPENSES
The item is composed as follows:
The item interest expenses which totalled euro 51,673 thousand, mainly included:
euro 25,364 thousand in financial expenses related to bond loans payable by Pirelli & C.
S.p.A;
euro 19,238 thousand incurred from bank financing facilities held by Pirelli & C. S.p.A;
euro 5,872 thousand in financial expenses related to bank loans held by foreign companies;
euro 2,413 thousand in net interest receivables on Interest Rate Swaps, for which hedge accounting was adopted to rectify the flow of financial expenses for the bank credit facilities and bond loans mentioned in the preceding point. For further details, reference should be made to Note 26, "Derivative Financial Instruments";
The item commissions , to the amount of euro 17,971 thousand includes, in particular, euro 11.479 thousand related to costs for guarantees and other bank commissions and euro 6.462 thousand related to for costs arising from the assignment of receivables on a non-recourse basis, mainly in South America, Italy and Germany.
The item net monetary loss refers to the effect on monetary items deriving from the application of IAS 29 - Financial Reporting in Hyperinflationary Economies, by the Argentine subsidiary Pirelli Neumaticos SAIC, which was negative to the amount of euro 13,973 thousand and by the Turkish subsidiaries Pirelli Otomobil Lastikleri A.S. and Pirelli Lastikleri Dis Ticaret A.S., which was positive to the amount of euro 932 thousand (reference should be made to Note 40 “Hyperinflation” for further details).
The item net losses on exchange rates which amounted to euro 17,402 thousand (gains amounted to euro 169,312 thousand and losses amounted to euro 186,714 thousand), refers to, the adjustment of period-end exchange rates for items expressed in currencies other than the functional currency and still outstanding at the closing date of the Consolidated Financial Statements, and to the net gains realised on items closed during the course of the period.
When comparing the net losses on exchange rates of euro 17,402 thousand, recognised on receivables and payables in currencies other than the functional currency of the various subsidiaries, with the fair value measurement of the exchange rate component of the foreign exchange derivatives (in thousands of euro) 01/01 - 30/6/2026 01/01 - 30/6/2025 Interest expenses 51,673 64,702 Commissions 17,941 17,971 Net monetary loss 13,040 20,352 Other financial expenses 4,922 6,821 Interest expenses on lease liabilities 12,762 12,547 Net losses on exchange rates 17,402 6,622 Fair value measurement of foreign exchange derivatives - 38,497 Fair value measurements of other derivatives 158 -
Total 117,898 167,512
101 used for hedging, which resulted in a net gain of euro 7,843 thousand, the result is a negative imbalance of euro 9,560 thousand.
37. TAXES
Taxes were composed as follows:
Taxes for the first half-year of 2026 amounted to euro 128,198 thousand against a net income before taxes of euro 427,239 thousand, compared to the amount of euro 108,872 thousand for the first half-
year of 2025 against a net income before taxes of euro 372,850 thousand. The tax rate for the first half-year of 2026 stood at 30.0%, compared with 29.2% for the first half-year of 2025.
38. EARNINGS/(LOSSES) PER SHARE
Basic earnings/(losses) per share are determined by the ratio between the earnings/(losses) attributable to the Parent Company and the weighted average number of ordinary shares outstanding during the period, with the exclusion of treasury shares.
It should be noted that basic and diluted earnings/(losses) per share are the same.
39. DIVIDENDS PER SHARE
The Shareholders' Meeting of Pirelli & C. S.p.A. held on June 25, 2026, approved the 2025 Financial Statements and resolved to distribute to its shareholders, a unit dividend of euro 0.34 per ordinary share from its results for the 2025 financial year, equal to a total dividend payout of approximately euro 369 million, gross of withholding taxes. The dividend was placed in payment on July 22, 2026 (with an ex-dividend date of July 20, and a record date of July 21). (in thousands of euro) 01/01 - 30/6/2026 01/01 - 30/6/2025 Current taxes 151,937 145,746 Deferred taxes (23,739) (36,874) Total 128,198 108,872 (in thousands of euro) 01/01 - 06/30/2026 01/01 - 06/30/2025 Net income attributable to the Parent Company 273,125 246,497 Weighted average number of ordinary shares outstanding (in thousands) 1,084,882 1,000,000 Earnings per ordinary share (in euro per share) 0.252 0.246
102 40. HYPERINFLATION
Based on the provisions of the Group’s accounting standards, hyperinflation accounting was adopted by the Argentine subsidiaries, Pirelli Neumaticos SAIC and Latam Servicios Industriales S.A., as of July 1, 2018 and December 15, 2022 respectively, and by the Turkish subsidiaries Pirelli Otomobil Lastikleri A.S. and Pirelli Lastikleri Dis Ticaret A.S., as of June 30, 2022.
For the Argentine company, the price index used for the application of hyperinflation accounting was the National Consumer Price Index (CPI) published by the National Institute of Statistics and Census (INDEC), equal to an official half-year value of 16.92%.
For the Turkish companies, the price index used was the National Consumer Price Index (TUFE) published by the Turkish Statistical Institute (TUIK), equal to an official half-year value of 17.75%.
Net losses on the net monetary position were recorded in the Income Statement as “Financial Expenses” (Note 36), to the amount of euro 13,040 thousand.
41. RELATED PARTY TRANSACTIONS
Following the acquisition of control by Camfin S.p.A. and Marco Tronchetti Provera & C. S.p.A., it is reported that, pursuant to IAS 24, Mr Marco Tronchetti Provera is identified as the ultimate controlling party.
Related Party Transactions, including intra-group transactions, do not qualify as either atypical or unusual, but are part of the ordinary course of business for companies of the Group. Such transactions, when not concluded under standard conditions, or as required by specific regulatory provisions, are in any case conducted on terms consistent with market conditions and carried out in compliance with the provisions contained in the Procedure for Related Party Transactions adopted by the Company.
The following table summarises the items from the Statement of Financial Position, the Income Statement and the Statement of Cash Flows that include the amounts arising from Related Party Transactions and their relative impact.
103 STATEMENT OF FINANCIAL POSITION
(in millions of euro)06/30/2026of which related parties% incidence 31/12/2025of which related
parties% incidence
Non current assets Other receivables 340.7 6.9 2.0% 322.0 19.1 5.9%
Current assets
Trade receivables 978.9 2.3 0.2% 628.5 12.1 1.9% Other receivables 332.6 16.7 5.0% 384.1 99.6 25.9% Cash and cash equivalent 1,015.6 98.6 9.7% 1,525.9 - n.a.
Derivative financial instruments - assets 11.9 2.8 23.8% 25.5 - n.a.
Non-current liabilities
Borrowings from banks and other financial institutions 2,740.3 293.8 10.7% 2,747.2 11.3 0.4% Other payables 81.4 - n.a. 78.1 - n.a.
Provisions for liabilities and charges 85.8 15.7 18.3% 84.8 17.8 21.0% Provisions for employee benefit obligations 155.9 5.6 3.6% 171.8 8.2 4.8%
Current liabilities
Borrowings from banks and other financial institutions 389.6 4.8 1.2% 210.6 4.5 2.2% Trade payables 1,558.9 37.5 2.4% 2,082.4 166.5 8.0% Other payables 711.5 10.1 1.4% 375.6 26.2 7.0% Provisions for liabilities and charges 58.0 8.9 n.a. 47.3 - n.a.
Provisions for employee benefit obligations 35.2 6.5 n.a. 0.5 - n.a.
Derivative financial instruments - liabilities 26.8 8.3 31.1% 6.1 - n.a.
INCOME STATEMENT
(in millions of euro)01/01 -
30/06/2026of which related parties% incidence01/01 -
30/06/2025of which related
parties% incidence
Revenue from sales and services 3,494.5 1.8 0.1% 3,498.6 27.6 0.8% Other income 128.1 16.2 12.6% 169.5 46.5 27.4% Raw materials and consumables used (net of changes in inventories) (1,081.7) (4.5) 0.4% (1,148.1) (9.4) 0.8% Personnel expenses (673.9) (7.8) 1.2% (660.3) (7.7) 1.2% Other costs (1,056.1) (81.7) 7.7% (1,129.9) (177.6) 15.7% Financial income 23.8 0.2 0.7% 44.8 1.2 2.6% Financial expenses (117.9) (0.2) 0.2% (167.5) (0.3) 0.2% Net income / (loss) from equity investments 29.1 0.6 n.a. 16.0 11.1 69.46%
CASH FLOW
(in thousands of euro)01/01 -
30/06/2026of which related parties% incidence01/01 -
30/06/2025of which related
parties% incidence
Net cash flow provided by / (used in) operating activities (126.1) (24.7) n.a. (23.4) (167.2) n.a.
Net cash flow provided by / (used in) investing activities (245.6) 0.1 n.a. (153.7) (0.2) n.a.
Net cash flow provided by / (used in) financing activities (186.3) (2.2) n.a. (437.3) (2.1) n.a.
104 Related Party Transactions are detailed below, subdivided according to the counterparty:
TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES
It should be noted that the changes in the Statement of Financial Position and Income Statement items compared with their respective comparative periods mainly refers to the consolidation of the joint venture, the Xushen Tyre (Shanghai) Co., Ltd. and its subsidiary the Jining Shenzhou Tyre Co., Ltd., with which the Group had existing commercial relationships involving the sale of raw materials and semi-finished products and the purchase of finished products, as well as royalty agreements and an active financing agreement.
Transactions - Statement of Financial Position The item other non-current receivables refers to a loan granted by Pirelli Tyre S.p.A. to the Indonesian joint venture, PT Evoluzione Tyres.
The item other current receivables mainly refers to the receivables of the company Pirelli Deutschland GmbH for the reimbursement of energy taxes from the company Industriekraftwerk
Breuberg GmbH. STATEMENT OF FINANCIAL POSITION 06/30/2026 12/31/2025
(in millions of euro)Associates and joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
partiesAssociates and
joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
parties
Other non-current receivables 6.9 - - 6.9 19.1 - - 19.1 of which financial 6.9 - - 6.9 19.1 - - 19.1 Trade receivables 0.8 1.6 - 2.4 10.5 1.6 - 12.1 Other current receivables 7.9 8.8 - 16.7 96.4 3.3 - 99.7 of which financial - - - - 85.6 - - 85.6 Cash and cash equivalents - 98.6 - 98.6 - - - -
Derivative financial instruments - assets - 2.8 - 2.8 - - - -
Non-current borrowings from banks and other financial institutions 2.8 290.9 - 293.7 3.9 7.3 - 11.2 Non-current provisions for liabilities and charges - - 15.7 15.7 - - 17.8 17.8 Non-current provisions for employee benefit obligations - - 5.6 5.6 - - 8.2 8.2 Current borrowings from banks and other financial institutions 2.1 2.7 - 4.8 2.4 2.1 - 4.5 Trade payables 3.8 33.6 - 37.4 104.9 61.6 - 166.5 Other current payables 0.1 7.3 2.8 10.2 - 0.5 25.7 26.2 Current provisions for liabilities and charges - - 8.9 8.9 - - - -
Current provisions for employee benefit obligations - - 6.5 6.5 - - - -
Derivative financial instruments - liabilities - 8.3 - 8.3 - - - -
INCOME STATEMENT 01/01 - 30/06/2026 01/01 - 30/06/2025
(in millions of euro)Associates and joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
partiesAssociates and
joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
parties
Revenues from sales and services - 1.8 - 1.8 26.2 1.4 - 27.6 Other income 2.5 13.6 - 16.1 27.6 18.9 - 46.5 Raw materials and consumables used (net of change in inventories)- (4.5) - (4.5) (5.2) (4.2) - (9.4) Personnel expenses - - (7.8) (7.8) - - (7.7) (7.7) Other costs (37.3) (32.7) (11.7) (81.7) (125.5) (40.0) (12.1) (177.6) Financial income 0.2 - - 0.2 1.2 - - 1.2 Financial expenses (0.1) (0.2) - (0.3) (0.1) (0.2) - (0.3) Net income/ (loss) from equity investments 0.6 - - 0.6 11.1 - - 11.1
STATEMENT OF CASH FLOWS 01/01 - 30/06/2026 01/01 - 30/06/2025
(in millions of euro)Associates and joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
partiesAssociates and
joint venturesOther related
partiesRemuneration for
Directors and Key
ManagersTotal related
parties
Net income / (loss) before taxes (34.1) (21.9) (19.5) (75.5) (64.6) (24.2) (19.8) (108.6) Reversal of Financial (income) / expenses (0.1) 0.2 - 0.1 (1.1) 0.2 - (0.9) Reversal of share of net result from associates and joint ventures (0.6) - - (0.6) (11.1) - - (11.1) Reversal of accruals to provisions and other accruals - - 11.4 11.4 - - 11.1 11.1 Change in Trade receivables 9.9 0.1 - 10.0 3.7 (0.7) - 3.0 Change in Trade payables 102.4 33.4 - 135.8 (16.9) (19.5) - (36.4) Change in Other receivables 2.9 (5.5) - (2.6) (2.1) 2.2 - 0.1 Change in Other payables 0.1 (2.0) (20.2) (22.1) 0.1 0.3 (19.7) (19.3) Uses of Provisions for liabilities and charges - - (4.8) (4.8) - - (5.1) (5.1) Net cash flow provided by / (used in) operating activities 80.5 4.3 (33.1) 51.7 (91.9) (41.8) (33.5) (167.2) Disposals of equity investments in associates and J.V. - - - - - - - -
Change in Financial receivables from associates and joint ventures 100.5 - - 100.5 (0.2) - - (0.2) Dividends received - - - - - - - -
Net cash flow provided by / (used in) investing activities 100.5 - - 100.5 (0.2) - - (0.2) Repayment of principal and payment of interest for lease liabilities (1.3) (1.3) - (2.6) (1.2) (0.9) - (2.1) Net cash flow provided by / (used in) financing activities (1.3) (1.3) - (2.6) (1.2) (0.9) - (2.1)
105 The item non-current borrowings from banks and other financial institutions refers to the payables of the company Pirelli Deutschland GmbH to the company Industriekraftwerk Breuberg GmbH, for the hire of machinery.
The item current borrowings from banks and other financial institutions refers to the short-term portion of the aforementioned debt.
The item trade payables mainly refers to trade payables to the associate company Industriekraftwerk Breuberg GmbH.
Transactions - Income statement The item other income refers to royalties to the amount of euro 1.7 million, of which euro 0.9 million was from the joint venture, the Middle East and North Africa Tyre Company, and euro 0.9 million was from the Indonesian joint venture, PT Evoluzione Tyres.
The item other costs mainly refers to costs for:
the purchase of Motorcycle products from PT Evoluzione Tyres to the amount of euro 23.2
million;
purchase of energy and fees for operational management by Industriekraftwerk Breuberg GmbH totalling euro 13.3 million.
The item financial income refers mainly to interest on loans disbursed to the Indonesian joint venture, PT Evoluzione Tyres.
OTHER RELATED-PARTY TRANSACTIONS
The relationships detailed below mainly refer to relationships with the Prometeon Group, which belongs to the Sinochem Group, as well as with the Intesa Sanpaolo Group, the UniCredit Group and the Niu family, which are identified as Related Parties following the acquisition of control of the Group by Camfin/MTP S.p.A. and Marco Tronchetti Provera & C. S.p.A. on June 25, 2026.
Transactions - Statement of Financial Position The items trade receivables and other current receivables refer mainly to receivables from companies of the Prometeon Group.
The item cash and cash equivalents refers to active bank credit facilities, current accounts and time deposits held with the Intesa Sanpaolo Group (euro 34.5 million) and the UniCredit Group (euro 49.0 million).
The item derivative financial instruments - assets refers to foreign exchange derivatives amounting to euro 1.7 million with the UniCredit Group and euro 1.1 million with the Intesa Sanpaolo Group, while the item derivative financial instruments – liabilities refers to foreign exchanges derivative amounting to euro 7.1 million entered into with the UniCredit Group and euro 1.2 million with the Intesa Sanpaolo Group.
The item non-current borrowings from banks and other financial institution s refers to the payables owed to the Intesa Sanpaolo banking group to the amount of euro 142.4 million and to the UniCredit banking group to the amount of euro 142.4 million, both guaranteed by Pirelli Tyre S.p.A.
106 It should also be noted that the Group has committed undrawn revolving credit facilities with UniCredit and Intesa Sanpaolo to the amount of euro 106 million each.
The item current borrowings from banks and other financial institutions mainly refers to the payables of Pirelli Otomobil Lastikleri A.S. to Prometeon Turkey Endüstriyel ve Ticari Lastikler A.S.
for machine hire.
The item trade payables mainly refers to payables to companies of the Prometeon Group to the amount of euro 29.5 million.
The item other current payables includes payables to companies controlled by the Niu family, to the amount of euro 4.8 million, mainly for the supply of utilities at the plants in China.
Transactions - Income statement The item other income comprises, amounts from the companies of the Prometeon Group, mainly:
- the licence agreement for know-how charged by Pirelli Tyre S.p.A. to the amount of euro 5
million;
- royalties recorded by Pirelli Tyre S.p.A. in respect of the license agreement for the use of the Pirelli trademark to the amount of euro 7.2 million;
- logistics services rendered by the Spanish company Pirelli Neumaticos S.A. - Sociedad Unipersonal to the amount of euro 0.5 million.
The item raw materials and consumables used refers mainly to costs payable to companies of the Sinochem Group for the purchase of direct materials, consumables and compounds, of which euro 4.5 million were costs to the Chinese company, Pirelli Tyre Co., Ltd.
The item other costs mainly includes the purchase of truck products from the Prometeon Group for a total amount of euro 29.7 million, of which euro 27.4 million was carried out by the Brazilian company Comercial e Importadora de Pneus Ltda., and subsequently resold to retail customers, and euro 1.2 million carried out by the German company Driver Reifen und KFZ-Technik GmbH.
Other Transactions
The Group also provided guarantees to third parties, which were issued by the Intesa Sanpaolo Group for euro 68.1 million and by the UniCredit Group for euro 1.1 million.
107 REMUNERATION FOR DIRECTORS AND KEY MANAGERS
Remuneration for Directors and Key Managers can be summarised as follows:
- the Statement of Financial Position items non-current provisions for liabilities and charges and non-current provisions for employee benefit obligations , include the provisions for the monetary three-year 2025-2027 and 2026-2028 Long Term Incentive (LTI) Plans to the amount of euro 5 million, (euro 8.3 million at December 31, 2025), the provisions for the Short Term Incentive (STI) Plan to the amount of euro 4.5 million (euro 6.5 million at December 31, 2025), as well as end-of-term indemnities to the amount of euro 11.9 million (euro 11.2 million at December 31, 2025);
- the Statement of Financial Position items provisions for liabilities and charges current and provisions for employee benefit obligations current , include the provisions for the 2024-2026 LTI Plan which, should the parameters underlying the plan be achieved, will be paid out in the first half-year of 2027;
- the Statement of Financial Position item other current payables includes the short-term portion related to the Short Term Incentive (STI) Plan.
- the items personnel expenses and other costs mainly include euro 1.1 million related to employees' leaving indemnities (TFR), and to severance indemnities (euro 1.2 million for the first half-year of 2025), as well as provisions for short-term benefits to the amount of euro 5 million (euro 5.3 million for the first half-year of 2025) and for long-term benefits to the amount of euro 7.8 million (euro 7.2 million for the first half-year of 2025).
108 42. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD
It should be noted that no significant events occurred after the end of the first half-year.
43. OTHER INFORMATION
Information on the Macroeconomic Environment During the first half-year of 2026, the global economy slowed compared to the beginning of the year, affected by persistent trade tensions and the conflict in the Middle East, which led to an increase in energy prices and a resurgence of inflationary pressures.
In this context, economic growth weakened both in the European Union and in the United States, while China recorded a slowdown in consumption and investment. In Brazil, on the other hand, economic activity continued to benefit from government support measures and the resilience of the labour market.
The evolution of inflation, monetary policies and geopolitical scenarios affected foreign exchange markets, with the euro appreciating against the US dollar. The prices of the main raw materials used by the Group increased compared with 2025, due to the volatility of energy markets and geopolitical tensions.
During the first half-year of 2026, the car tyre market recorded a contraction of -1.8% compared with the same period of 2025, with High Value showing greater resilience than the Standard..
Pirelli's results for the first half-year of 2026 highlighted solid operating resilience in a context characterised by high macroeconomic and geopolitical volatility, with an EBIT adjusted of euro 557.8 million and an EBIT margin adjusted of 16.0%, which was stable compared with the corresponding period of the previous financial year. The result reflected the positive contribution of the price/mix and efficiencies, which more than offset the negative impact deriving from inflation in the cost of production factors, exchange rate volatility, higher depreciation and amortisation, and from other operating costs, including the effects of the crisis in the Middle East and US tariffs.
For further details on the performance in the first half-year of 2026 and on the most updated forecasts for the second half-year of 2026, reference should be made respectively to the sections "Group Performance and Results" and "Outlook for 2026" in the Half-Year Financial Report, while for information on the management of risks arising from the external environment, reference should be made to the section " Risk Factors and Uncertainty " in the 2025 Annual Report.
Information on Climate Change For information on climate change, reference should be made to the Consolidated Financial Statements at December 31, 2025, and therein to Note 45, "Other Information".
109 Research and Development Expenses Research & Development expenses for the first half-year of 2026 amounted to euro 161.2 million and represented 4.6% of sales, and refer to expenses for product and process innovation, as well as for the development of new materials. The portion allocated to research and development for High Value activities amounted to euro 154.5 million and equalled 5.4% of High Value revenues.
Atypical and/or Unusual Transactions Pursuant to CONSOB Notice No. 6064293 of July 28, 2006, it should be noted that during the first half-year of 2026, the Company did not enter into any atypical and/or unusual transactions, as defined in the aforementioned communication.
Exchange Rates
The main exchange rates used for consolidation were as follows:
(local currency vs euro) 06/30/2026 12/31/2025 2026 2025 Thai Bhat 37.8620 37.2180 1.73% 37.4328 36.6161 2.23% Swedish Krona 11.0935 10.8180 2.55% 10.7872 11.0958 (2.78%) Australian Dollar 1.6544 1.7581 (5.90%) 1.6612 1.7229 (3.58%) Canadian Dollar 1.6220 1.6088 0.82% 1.6074 1.5400 4.37% Singaporean Dollar 1.4754 1.5105 (2.32%) 1.4907 1.4461 3.08% US Dollar 1.1394 1.1750 (3.03%) 1.1666 1.0928 6.76% Swiss Franc 0.9224 0.9314 (0.97%) 0.9179 0.9414 (2.50%) Egyptian Pound 56.1696 56.0923 0.14% 58.9959 55.2212 6.84% Turkish Lira (°) 53.0950 50.4532 5.24% 53.0950 46.5526 14.05% Romanian Leu 5.2438 5.0985 2.85% 5.1432 5.0045 2.77% Argentinian Peso (°) 1,688.5908 1,709.6250 (1.23%) 1,688.5908 1,412.2600 19.57% Mexican Peso 19.9053 21.1109 (5.71%) 20.3956 21.8448 (6.63%) South African Rand 18.6544 19.4439 (4.06%) 19.1396 20.0823 (4.69%) Brazilian Real 5.9106 6.4692 (8.63%) 6.0107 6.2922 (4.47%) Chinese Renminbi 7.7603 8.2588 (6.04%) 8.0416 7.8502 2.44% Saudi Arabian Riyal 4.2728 4.4063 (3.03%) 4.3748 4.0994 6.72% Russian Rouble 88.6472 92.0938 (3.74%) 89.2477 94.9512 (6.01%) British Pound Sterling 0.8618 0.8726 (1.24%) 0.8672 0.8423 2.96% Japanese Yen 185.0800 184.0900 0.54% 184.4587 162.1195 13.78%Period-end Exchanges Rates Average Exchange Rates
1HYChange
in %Change in % (°) average exchange rates equal the period-end exchange rates from the application of IAS 29 - Financial Reporting in
Hyperinflationary Economies
110 Net Financial Position (Alternative Performance Indicators not provided for by the accounting standards).
Net financial debt is summarised below, based on the format provided by the ESMA guidelines: (in thousands of euro) Note
of which
related parties
(note 41)of which
related parties
(note 41)
Current borrowings from banks and other financial institutions 22 389,569 4,829 210,603 4,530 Current derivative financial instruments (liabilities) 26 4,527 8,339 2,648 Non-current borrowings from banks and other financial institutions 22 2,740,322 293,761 2,747,192 11,292 Non-current derivative financial instruments (liabilities) 26 21 -
Total gross debt 3,134,439 2,960,443 Cash and cash equivalents 18 (1,015,551) (1,525,886) Other financial assets at fair value through Income Statement 17 (53,848) (79,904) Current financial receivables ** 14 (27,762) - (128,812) (85,628) Current derivative financial instruments (assets) 26 (6,657) 2,841 (4,125) Net financial debt * 2,030,621 1,221,716 Non-current derivative financial instruments (assets) 26 (1) -
Non-current financial receivables ** 14 (114,729) (6,925) (119,701) (19,141) Total net financial (liquidity) / debt position 1,915,891 1,102,015
* Pursuant to CONSOB Notice of July 28, 2006 and in compliance with the ESMA Guidelines regarding disclosure requirements pursuant to the Prospectus Regulation applicable from May 5, 2021.
** The item " Financial receivables " is reported net of the relative provisions for impairment which amounted to euro 9,041 thousand at June 30, 2026 (euro 8,287 thousand at December 31, 2025).06/30/2026 12/31/2025 (in thousands of euro) 06/30/2026 12/31/2025 Cash and cash equivalents (1,015,551) (1,525,886) Other current financial assets (88,267) (212,841) of which Current financial receivables (27,762) (128,812) of which Current derivative financial instruments (assets) (6,657) (4,125) of which Other financial assets at fair value through Income Statement (53,848) (79,904) Liquidity (1,103,818) (1,738,727) Current borrowings from banks and other financial institutions 389,569 210,603 Current derivative financial instruments (liabilities) 4,527 2,648 Current financial debt 394,096 213,251 Current net financial debt (709,722) (1,525,476) Non-current borrowings from banks and other financial institutions 2,740,322 2,747,192 Non-current derivative financial instruments (liabilities) 21 -
Non-current financial debt 2,740,343 2,747,192 Total net financial debt * 2,030,621 1,221,716
* Pursuant to CONSOB Notice dated July 28, 2006 and in compliance with the ESMA Guidelines regarding disclosure requirements pursuant to the Prospectus Regulation applicable from May 5, 2021.
111 SCOPE OF CONSOLIDATION
List of companies included in consolidation using the line-by-line method Company Business Headquarters Currency Share Capital % holding Held by
Europe
Austria
Pirelli GmbH Agent Vienna Euro 726,728 100.00% Pirelli Tyre (Suisse) S.A.
.
Belgium
Pirelli Tyres Belux S.A. Agent Brussels Euro 700,000 99.996% Pirelli Tyre (Suisse) S.A.
0.004% Pneus Pirelli S.A.S.
France
Pneus Pirelli S.A.S. Distributor Villepinte Euro 1,515,858 100.00% Pirelli Tyre S.p.A.
Germany
Deutsche Pirelli Reifen Holding GmbH HoldingBreuberg / OdenwaldEuro 7,694,943 100.00% Pirelli Tyre S.p.A.
Driver Handelssysteme GmbH Service providerBreuberg / OdenwaldEuro 26,000 100.00%Deutsche Pirelli Reifen Holding
GmbH
Pirelli Deutschland GmbHManufacturer and
distributorBreuberg /
OdenwaldEuro 23,959,100 100.00%Deutsche Pirelli Reifen Holding
GmbH
Pirelli Personal Service GmbH Service providerBreuberg / OdenwaldEuro 25,000 100.00%Deutsche Pirelli Reifen Holding
GmbH
PK Grundstuecksverwaltungs GmbH DormantBreuberg / OdenwaldEuro 26,000 100.00%Deutsche Pirelli Reifen Holding
GmbH
Driver Reifen und KFZ-Technik GmbH Distribution chainBreuberg / OdenwaldEuro 259,225 100.00%Deutsche Pirelli Reifen Holding
GmbH
Greece
Elastika Pirelli C.S.A. Distributor Elliniko-
ArgyroupoliEuro 11,630,000 99.90% Pirelli Tyre S.p.A.
0.10% Pirelli Tyre (Suisse) S.A.
The Experts in Wheels - Driver Hellas S.A. Service providerElliniko-
ArgyroupoliEuro 100,000 76.40% Elastika Pirelli C.S.A.
112 Company Business Headquarters Currency Share Capital % holding Held by
Italy
Driver Italia S.p.A. Service provider Milan Euro 350,000 71.214% Pirelli Tyre S.p.A.
Driver Servizi Retail S.p.A. Service provider Milan Euro 120,000 100.00% Pirelli Tyre S.p.A.
HB Servizi S.r.l. Service provider Milan Euro 10,000 100.00% Pirelli & C. S.p.A.
Maristel S.r.l. Service provider Milan Euro 50,000 100.00% Pirelli & C. S.p.A.
Pirelli Digital Solutions S.r.l. Service provider Milan Euro 500,000 100.00% Pirelli Tyre S.p.A.
Pirelli Industrie Pneumatici S.r.l. Manufacturer Settimo Torinese (To)Euro 40,000,000 100.00% Pirelli Tyre S.p.A.
Pirelli International Treasury S.p.A. Financial Milan Euro 125,000,000 70.00% Pirelli Tyre S.p.A.
30.00% Pirelli & C. S.p.A.
Pirelli Servizi Amministrazione e Tesoreria S.p.A.Service provider Milan Euro 2,047,000 100.00% Pirelli & C. S.p.A.
Pirelli Sistemi Informativi S.r.l. Service provider Milan Euro 1,010,000 100.00% Pirelli & C. S.p.A.
Pirelli Tyre S.p.A. Principal Milan Euro 558,154,000 100.00% Pirelli & C. S.p.A.
Poliambulatorio Bicocca S.r.l. Service provider Milan Euro 10,000 100.00% Pirelli Tyre S.p.A.
Telco S.r.l. Service provider Gazzaniga Euro 93,600,000 80.00% Pirelli Tyre S.p.A.
The Netherlands
Pirelli China Tyre N.V. Holding and Agent Rotterdam Euro 38,045,000 100.00% Pirelli Tyre S.p.A.
Poland
Driver Polska Sp. z o.o. Service provider Warsaw Pol. Zloty 100,000 70.50% Pirelli Polska Sp. z o.o.
Pirelli Polska Sp. z o.o. Distributor Warsaw Pol. Zloty 625,771 100.00% Pirelli Tyre S.p.A.
113 Company Business Headquarters Currency Share Capital % holding Held by
United Kingdom
Pirelli Cif Trustees Ltd. Trustees Burton-on-TrentBritish Pound Sterling4 50.00%Pirelli General & Overseas Pension Trustees Ltd.
50.00% Pirelli Tyres Pension Trustees Ltd.
Pirelli International Limited (ex Pirelli International plc)Dormant Burton-on-Trent Euro 5,000,000 100.00% Pirelli Tyre S.p.A.
Pirelli Motorsport Services Ltd. Service provider Burton-on-TrentBritish Pound Sterling 1 100.00% Pirelli UK Ltd.
Pirelli General & Overseas Pension Trustees Ltd. Trustees Burton-on-TrentBritish Pound Sterling 1 100.00% Pirelli UK Ltd.
Pirelli Tyres Ltd. Dormant Burton-on-TrentBritish Pound Sterling 16,000,000 100.00% Pirelli UK Tyres Ltd.
Pirelli Tyres Pension Trustees Ltd. Trustees Burton-on-TrentBritish Pound Sterling 1 100.00% Pirelli Tyres Ltd.
Pirelli UK Ltd. Holding Burton-on-TrentBritish Pound Sterling 232,991,278 100.00% Pirelli & C. S.p.A.
Pirelli UK Tyres Ltd.Manufacturer and
distributorBurton-on-TrentBritish Pound
Sterling 85,000,000 100.00% Pirelli Tyre S.p.A.
Slovakia
Pirelli Slovakia S.R.O. Distributor Bratislava Euro 6,639 100.00% Pirelli Tyre S.p.A.
Romania
Pirelli Tyres Romania S.r.l.Manufacturer and distributorSlatina Rom. Leu 2,689,797,300 100.00% Pirelli Tyre S.p.A.
Russia
Closed Joint Stock Company "Voronezh Tyre Plant"Manufacturer Voronezh Russian Rouble 1,520,000,000 100.00%Limited Liability Company "Pirelli
Tyre Russia"
Limited Liability Company Pirelli Tyre Services Service provider Moscow Russian Rouble 54,685,259 95.00% Pirelli Tyre (Suisse) S.A.
5.00% Pirelli Tyre S.p.A.
Limited Liability Company "Industrial Complex Kirov Tyre"Manufacturer Kirov Russian Rouble 348,423,221 100.00%Limited Liability Company "Pirelli
Tyre Russia"
Limited Liability Company "Pirelli Tyre
Russia"Manufacturer and
distributorMoscow Russian Rouble 6,153,846 65.00% Pirelli Tyre (Pty) Ltd.
114 Company Business Headquarters Currency Share Capital % holding Held by
Spain
Euro Driver Car S.L. Service provider Valencia Euro 960,000 58.438%Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Neumaticos Arco Iris S.A. Service provider Valencia Euro 302,303 66.203%Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Pirelli Neumaticos S.A. - Sociedad UnipersonalDistributor Valencia Euro 25,075,907 100.00% Pirelli Tyre S.p.A.
Sweden
Pirelli Tyre Nordic Aktiebolag Distributor Stockholm Swed. Krona 950,000 100.00% Pirelli Tyre S.p.A.
Switzerland
Driver (Suisse) S.A. Service provider Bioggio Swiss Franc 100,000 100.00% Pirelli Tyre (Suisse) S.A.
Pirelli Group Reinsurance Company S.A. Insurance Basel Swiss Franc 3,000,000 100.00% Pirelli & C. S.p.A.
Pirelli Tyre (Suisse) S.A.Distributor / Distribution chainBasel Swiss Franc 1,000,000 100.00% Pirelli Tyre S.p.A.
Turkey
Pirelli Lastikleri Dis Ticaret A.S. Service provider Istanbul Turkish Lira 250,000 100.00% Pirelli Otomobil Lastikleri A.S.
Pirelli Otomobil Lastikleri A.S.Manufacturer and distributorIstanbul Turkish Lira 1,290,000,000 100.00% Pirelli Tyre S.p.A.
Hungary
Pirelli Hungary Tyre Trading and Services Ltd.Distributor Budapest Hun. Forint 3,000,000 100.00% Pirelli Tyre S.p.A.
North America
Canada
Pirelli Tire Inc. AgentSt-Laurent (Quebec)Can. $ 6,000,000 100.00% Pirelli Tyre (Suisse) S.A.
U.S.A.
Pirelli North America Inc. HoldingNew York (New York)US $ 10 100.00% Pirelli Tyre S.p.A.
Pirelli Tire LLCManufacturer and distributorRome (Georgia) US $ 1 100.00% Pirelli North America Inc.
Prestige Stores LLC DormantLos Angeles (California)US $ 10 100.00% Pirelli Tire LLC
115 Company Business Headquarters Currency Share Capital % holding Held by
Central/South America
Argentina
Pirelli Neumaticos S.A.I.C.Manufacturer and distributorBuenos Aires Arg. Peso 2,948,055,176 99.828% Pirelli Tyre S.p.A.
0.172% Pirelli Pneus Ltda.
Latam Servicios Industriales S.A. Service provider Buenos Aires Arg. Peso 17,600,000 99.97% Pirelli Neumaticos S.A.I.C.
0.03% Pirelli Pneus Ltda.
Brazil
Comercial e Importadora de Pneus Ltda. Distribution chain Sao Paulo Bra. Real 853,280,282 100.00%Pirelli Comercial de Pneus Brasil Ltda.
Pirelli Comercial de Pneus Brasil Ltda. Distributor Sao Paulo Bra. Real 2,003,614,861 85.00% Pirelli Tyre S.p.A.
15.00% Pirelli Latam Participaçoes Ltda.
Pirelli Latam Participaçoes Ltda. Holding Sao Paulo Bra. Real 895,852,921 100.00% Pirelli Tyre S.p.A.
Pirelli Ltda. Service provider Sao Paulo Bra. Real 14,000,000 100.00% Pirelli & C. S.p.A.
Pirelli Pneus Ltda.Manufacturer and
distributorCampinas (Sao
Paulo)Bra. Real 3,628,383,270 85.025% Pirelli Tyre S.p.A.
14.975% Pirelli Latam Participaçoes Ltda.
Comércio e Importação Multimarcas de Pneus Ltda.Holding Sao Paulo Bra. Real 128,191,500 97.12% Pirelli Pneus Ltda.
2.45% Pirelli Tyre S.p.A.
0.43% Pirelli Latam Participaçoes Ltda.
C.P.Complexo Automotivo de Testes, Eventos e Entretenimento Ltda.Service providerElias Fausto (Sao Paulo)Bra. Real 89,812,000 60.00% Pirelli Pneus Ltda.
40.00%Pirelli Comercial de Pneus Brasil Ltda.
TLM - Total Logistic Management Serviços de Logistica Ltda.Service provider Sao Paulo Bra. Real 3,074,417 99.995% Pirelli Pneus Ltda.
0.005% Pirelli Ltda.
Hevea-Tec Industria E Comercio Ltda. Manufacturer Sao Paulo Bra. Real 23,300,000 100.00%Comércio e Importação Multimarcas de Pneus Ltda.
Chile
Pirelli Neumaticos Chile Ltda. Distributor Santiago US $ 3,520,000 85.252%Pirelli Comercial de Pneus Brasil Ltda.
14.728% Pirelli Latam Participaçoes Ltda.
0.020% Pirelli Ltda.
Colombia
Pirelli Tyre Colombia S.A.S. Distributor Santa Fe De BogotaCol. Peso/000 1,863,222,000 85.00%Pirelli Comercial de Pneus Brasil Ltda.
15.00% Pirelli Latam Participaçoes Ltda.
Mexico
Pirelli Neumaticos S.A. de C.V.Manufacturer and distributorSilao Mex. Peso 11,595,773,848 99.8315% Pirelli Tyre S.p.A.
0.1685% Pirelli Latam Participaçoes Ltda.
116 Company Business Headquarters Currency Share Capital % holding Held by
Africa
Egypt
Pirelli Egypt Tyre Trading S.A.E. Holding Giza Egy. Pound 84,250,000 99.994% Pirelli Tyre S.p.A.
0.003% Pirelli Industrie Pneumatici S.r.l.
0.003% Pirelli Tyre (Suisse) S.A.
Pirelli Egypt Consumer Tyre Distribution S.A.E.Distributor Giza Egy. Pound 824,608,939 99.970% Pirelli Tyre S.p.A.
0.030% Pirelli Egypt Tyre Trading S.A.E.
South Africa
Pirelli Tyre (Pty) Ltd. Distributor Gauteng 2090 S.A. Rand 11 100.00% Pirelli Tyre S.p.A.
Oceania
Australia
Pirelli Tyres Australia Pty Ltd. Distributor Pyrmont (NSW) Aus. $ 150,000 100.00% Pirelli Tyre (Suisse) S.A.
Asia
Saudi Arabia
Pirelli Middle East Limited Service provider Riyadh Riyal Saudita 500,000 100.00% Pirelli Tyre S.p.A.
China
Pirelli Logistics (Yanzhou) Co., Ltd. Service provider JiningChinese Yuan 5,000,000 100.00% Pirelli Tyre Co., Ltd.
Pirelli Tyre (Jiaozuo) Co., Ltd. Manufacturer JiaozuoChinese Yuan 350,000,000 80.00% Pirelli Tyre S.p.A.
Pirelli Tyre Co., Ltd.Manufacturer and
distributorYanzhouChinese
Yuan 2,891,150,000 90.00% Pirelli China Tyre N.V.
Pirelli Tyre Trading (Shanghai) Co., Ltd. Service provider Shanghai US $ 700,000 100.00% Pirelli China Tyre N.V.
Jining Shenzhou Tyre Co.,Ltd.Manufacturer and
distributorJining CityChinese
Yuan 1,050,000,000 100.00% Xushen Tyre (Shanghai) Co, Ltd Xushen Tyre (Shanghai) CO.,Ltd Holding ShanghaiChinese Yuan 1,050,000,000 70.00% Pirelli Tyre S.p.A.
Korea
Pirelli Korea Ltd. Distributor Seoul Korean Won 100,000,000 100.00% Pirelli Asia Pte Ltd.
Japan
Pirelli Japan Kabushiki Kaisha Distributor Tokyo Jap. Yen 2,200,000,000 100.00% Pirelli Tyre S.p.A.
Singapore
Pirelli Asia Pte Ltd. Distributor Singapore Sing. $ 2 100.00% Pirelli Tyre (Suisse) S.A.
Thailand
Pirelli Tyre (Thailand) Ltd. Distributor Bangkok Baht Thailandese 102,000,000 99.00% Pirelli Tyre S.p.A.
1.00% Pirelli Asia Pte Ltd.
117 List of investments accounted for using the equity method Company Business Headquarters Currency Share Capital % holding Held by
Europe
Germany
Industriekraftwerk Breuberg GmbHElectricity generationHoechst / Odenwald Euro 1,533,876 26.00% Pirelli Deutschland GmbH
Greece
Eco Elastika S.A. Tyres Athens Euro 60,000 20.00% Elastika Pirelli C.S.A.
Italy
Consorzio per la Ricerca di Materiali Avanzati (CORIMAV)Financial Milan Euro 103,500 100.00% Pirelli & C. S.p.A.
Eurostazioni S.p.A. Financial Rome Euro 100,000 32.71% Pirelli & C. S.p.A.
RIDEsense S.r.l. Service provider Naples Euro 10,000 24.99% Pirelli Tyre S.p.A.
Poland
Centrum Utylizacji Opon Organizacja Odzysku S.A.Tyres Warsaw Pol. Zloty 1,008,000.00 20.00% Pirelli Polska Sp. z o.o.
Slovakia
ELT Management Company Slovakia S.R.O.Tyres Bratislava Euro 132,000.00 20.00% Pirelli Slovakia S.R.O.
Romania
Eco Anvelope S.A. Tyres Bucharest Rom. Leu 160,000 20.00% Pirelli Tyres Romania S.r.l.
Spain
Signus Ecovalor S.L. Tyres Madrid Euro 200,000 20.00%Pirelli Neumaticos S.A. - Sociedad
Unipersonal
Sweden
Univrses AB Service provider Linköping Swed. Krona 879,040 30.00% Pirelli Tyre S.p.A.
Asia
Saudi Arabia
“Middle East and North Africa Tyre Company (Joint Stock Company)” TyresKing Abdullah Economic CitySaudi Riyal 519,583,320 25.00% Pirelli Tyre S.p.A.
Indonesia
PT Evoluzione Tyres Tyres Subang Rupee 1,313,238,780,000 63.04% Pirelli Tyre S.p.A.
KPMG S.p.A.
Revisione e organizzazione contabile Via Giovanni Battista Pirelli, 38
20124 MILANO MI
Telefono +39 02 6763.1 Email it -fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona Società per azioni
Capitale sociale
Euro 10.415.500,00 i.v.
Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Giovanni Battista Pirelli, 38 20124 Milano MI ITALIA
KPMG S.p.A.
è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.
(This review report has been translated into English solely for the convenience of international readers.
Accordingly, only the original Italian version is authoritative) Report on review of condensed consolidated half -year financial
statements
To the shareholders of Pirelli & C. S.p.A.
Introduction
We have reviewed the accompanying condensed consolidated half -year financial statements of Pirelli & C. Group comprising the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and explanatory notes thereto, as at and for the six months ended June 30, 2026. The parent’s directors are responsible for the preparation of these condensed consolidated half-year financial statements in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union. Our responsibility is to express a conclusion on these condensed consolidated half-year financial statements based on our review.
Scope of review We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated July 31, 1997. A review of condensed consolidated half -year financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with In ternational 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 on the condensed consolidated half -year financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated half-year financial statements of Pirelli & C. Group as at and for the six months ended June 30, 2026 have not been prepared, in all material respects, in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union.
2
Pirelli & C. Group Report on review of condensed consolidated half -year financial statements June 30, 2026 Other matter s The consolidated financial statements of the previous year and the condensed consolidated half -year financial statements as at and for the six months ended June 30, 2025 have been respectively audited and reviewed by another auditor who expressed an unmodified opinion on the consolidated financial statements and an unmodified conclusion on the condensed consolidated half-year financial statements on April 21, 2026 and on August 1, 2025, respectively.
Milan, July 31, 2026 KPMG S.p.A.
(signed on the original) Luca Magnano San Lio Director of Audit