TXT: Results H1 2026

TXT: Results H1 2026 | Phynwire

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Regolamentata n.

0439-68-2026Data/Ora Inizio Diffusione 6 Agosto 2026 14:00:10Euronext Star Milan

Societa' :TXT e-SOLUTIONS Utenza - referente :TXTN02 - Favini Andrea

Tipologia :1.2

Data/Ora Ricezione :6 Agosto 2026 14:00:10 Data/Ora Inizio Diffusione :6 Agosto 2026 14:00:10 Oggetto :TXT: Results H1 2026 Testo del comunicato

Vedi allegato

TXT e -solutions S.p.A ., Via Milano, 150 - 20093 Cologno Monzese (MI) - Italy, Tel. +39 02 257711 Fax. +39 02 2578994, PEC txtesolutions@legalmai l.it, C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152, Capitale Sociale € 6.503.125,00 i.v.

www.txtgroup.com

PRESS RELEASE

TXT approves H1 2026 results: accelerating growth, expanding margins and strong visibility for the second half of the year

▪ Revenues of €228.0 million, up 20.6%; revenues on a like -for-like basis of €224.6 mil-

lion (+18.8%) .

▪ EBITDA of €34.2 million (+24.2%), after fully expensing €12.5 million of R&D investments during the period; EBITDA margin at 15.0%, up 40 bps compared with H1 2025 .

▪ Adjusted EBIT of €27.8 million (+23.5%), excluding the accounting effects arising from the Purchase Price Allocation (PPA) relating to acquisitions and non -recurring tax charges recognized during the period .

▪ Adjusted net profit of €17.9 million (+32.8%) .

▪ Adjusted Net Financial Debt of €112.6 million .

▪ FY2026 Outlook:

o Consolidated revenues expected to exceed €470 million, with an EBITDA margin of around 15% .

o Further M&A opportunities expected during the year.

Milan, 6 August 2026 – 14:00 The Board of Directors of TXT e -solutions, chaired by Enrico Magni, today approved the management results as of 30 June 2026 .

The main economic and financial results for the first half of 2026 are set out below .

Revenues amounted to €228.0 million, up 20.6% compared with €189.1 million in the first six months of 2025. Organic growth was 18.8%, while acquisitions contributed €3.5 million.

Overall international revenues accounted for 14.8% of total revenues in H1 2026 .

The Smart Solutions division reported revenues of €50.4 million, up 14.4% compared with H1 2025, including €2.9 million from organic growth (+6.5%) and €3.5 million attributable to M&A .

The Digital Advisory division reported revenues of €40.3 million, up 30.3% compared with H1 2025, entirely driven by organic growth .

The Software Engineering division reported revenues of €137.3 million, up 20.4% com-

pared with H1 2025, entirely driven by organic growth .

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PRESS RELEASE

EBITDA amounted to €34.2 million, up 24.2% compared with H1 2025 (€27.5 million), after increasing R&D investments to €12.5 million, fully expensed in H1 2026 (+6.2% compared with H1 2025). EBITDA margin stood at 15.0%, up 40 bps compared with H1 2025 .

Adjusted EBIT amounted to €27.8 million (+23.5%), representing 12.2% of revenues, after depreciation and amortization of intangible assets excluding PPA (€0.5 million), tangible assets (€5.7 million, of which €4.0 million related to IFRS 16), and trade receivables write -

downs (€0. 2 million). Adjusted EBIT neutralizes the purely accounting effects arising from the PPA process related to acquisitions and the impact of non -recurring charges relating to the tax position of a Group company .

Reported EBIT (Operating Profit) amounted to €8.9 million, after recognizing €6.2 million of amortization of intangible assets arising from Purchase Price Allocation and total non -

recurring charges of €12.7 million relating to the settlement of the tax position of a Group company, includi ng a provision for charges of €11.2 million and a €1.5 million write -down of a tax receivable .

Net financial expenses amounted to €4.5 million, including €4.8 million relating to inter-

est and bank charges, a positive €0.5 million financial income , and €0.2 million relating to the share attributable to minority interests. In H1 2025, net financial expenses amounted to €3.9 million .

Adjusted Net Profit , which excludes the purely accounting effects arising from the PPA process related to acquisitions and the impact of the non -recurring provision relating to the charge recognized in connection with the tax position of a TXT subsidiary, amounted to €17.9 mil lion in H1 2026, up 32.8% compared with H1 2025 and representing 7.8% of rev-

enues for the period. Adjusted net profit excludes the tax effects arising from the PPA ac-

counting adjustment .

Reported Net profit was negative at €1.0 million, following the recognition of non -recur-

ring charges relating to the settlement of the tax position of a TXT subsidiary .

Consolidated Adjusted Net Financial Debt as of 30 June 2026 amounted to €112.6 million, an increase of €13.8 million compared with €98.8 million as of 31 December 2025. The change was mainly attributable to M&A transactions totaling €2 5.9 million, including the recognition of earn -outs on acquisitions amounting to € 9.9 million, capital increases in minority -owned companies of €2.4 million, the purchase of treasury shares for €3.5 mil-

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PRESS RELEASE

lion, dividend payments of €4.4 million, and the payment of interest and financial ex-

penses, net of financial income, amounting to €4.1 million. These uses of funds more than offset the cash generation during the period .

Consolidated Reported Net Financial Debt as of 30 June 2026 amounted to €123.2 million, €10.6 million higher than Adjusted Net Financial Debt. The difference is attributable to €9.5 million relating to the reclassification of TXT’s equity investment in Banca del Fucino and €1.1 million relating t o the portion of the purchase price in shares to be transferred to sellers in connection with M&A transactions completed during Q2 2026 .

As of 30 June 2026, treasury shares amounted to 415,486 (333,854 as of 31 December 2025), representing 3.19% of shares issued, with a value of €15.5 million, calculated based on TXT’s share price as of 30 June 2026 of €37.25 per share. Treasury shares held include 35,265 shares to be transferred to sellers in connection with M&A transactions completed during the second quarter of 2026 .

In Q2 2026 , revenues amounted to €118.9 million, up 22.6% compared with Q2 2025 (€96.9 million), including 20.2% organic growth. EBITDA amounted to €18.4 million, up 29. 8% com-

pared with Q2 2025 (€14.2 million). EBITDA margin was 15.5%, compared with 14.6% in Q2 2025, confirming the positive trend recorded in the first quarter of the year. Adjusted Op-

erating Profit (Adjusted EBIT) amounted to €15.0 million, up 2 8.0% compared with Q2 2025 (€11.7 million), while Adjusted net profit amounted to €10.2 million. PPA effects in Q2 2026 amounted to €4.2 million, while non -recurring charges relating to the settlement of the tax position of a subsidiary amounted to €12.7 mill ion, resulting in Reported net profit of negative €6.8 million “The TXT Group confirms its ability to grow at a sustained pace, improving operating profitability while continuing to invest in innovation,” said Daniele Misani, CEO of the TXT Group . “We enter the second half of the year with a significant backlog, a favorable mar-

ket environment, particularly in the public and defence sectors, and a significant contri-

bution from the acquisitions completed in the first half, which will fully express t heir po-

tential during the second half of the year. These factors provide us with strong visibility on the evolution of the business and enable us to forecast 2026 pro -forma revenues close to, and potentially above, half a billion euros, while maintaining s olid levels of prof-

itability. We therefore look forward with confidence to achieving and potentially exceed-

ing the targets set out in the Business Plan.”

www.txtgroup.com

PRESS RELEASE

A conference call will be held on 6 August 2026 at 14:30 CEST, during which CEO Daniele Misani will present and comment on the H1 2026 results . Registration for the conference call is available on the Company’s website at www.txtgroup.com , under the “Financial News & Calendar” section .

Subsequent Events and Business Outlook In light of the strong organic growth recorded in the first half of the year, the TXT Group confirms its positive expectations for the remainder of the year, supported by strong vis-

ibility on further business development, underpinned by a significant backl og and strengthened competitive positioning, particularly in the Aerospace & Defence and Public Sector verticals . These factors will be complemented, starting from 1 July 2026, by the contribution of TXT Digital Edge, for which the Group expects to consolidate approxi-

mately €30 million of revenues and €3.0 million of EBITDA in the second half of the year, progressivel y benefiting from commercial synergies and the integration of capabilities and complementary offerings with those already developed by the Group.

Based on these factors and considering the current consolidation perimeter, TXT confirms its target of closing 2026 with consolidated revenues exceeding €470 million and an EBITDA margin target of 15%. The achievement of the profitability target will be su pported by operating efficiencies, synergies arising from the integration of TXT Digital Edge and the positive performance of Smart Solutions .

With regard to the ongoing development of the M&A plan, on 1 July 2026 TXT acquired 100% of the share capital of GCI System Integrator S.p.A., a company specializing in net-

working, data centers and cybersecurity, active in the Energy & Utilities, Banking & Finance and T elco markets. The company was renamed TXT Digital Edge S.p.A. (“TXT Digital Edge”) upon closing. The acquisition is expected to contribute approximately €30 million of rev-

enues and €3.0 million of EBITDA in H2 2026, while TXT Digital Edge’s 2027 business plan envisages, at full run -rate and including commercial synergies, revenues of approxi-

mately €80 million and EBITDA of approximately €8 million. Link to the press release .

The TXT Group confirms its selective capital allocation strategy, consistent with the exter-

nal growth objectives set out in the 2025 –2027 Business Plan. The Group’s strategy re-

mains focused on acquiring complementary technologies, strengthening its competi tive positioning in strategic markets and expanding its proprietary high -value -added offer-

ing.

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PRESS RELEASE

Although the macroeconomic and geopolitical environment continues to present ele-

ments of uncertainty, management believes that the impact on the Group’s business re-

mains limited to date and that the market continues to offer attractive opportunities for growth and consolidation in the Group’s main reference sectors .

Finally, on 28 July 2026, TXT announced that its subsidiary TXT Assioma S.r.l. had been subject to a tax audit by the Italian Revenue Agency, initiated in February 2026 with ref-

erence to FY2024 and subsequently extended to FY2021, FY2022 and FY2023. The au dit re-

lates to certain transactions carried out with two suppliers as part of an international business development initiative undertaken by the subsidiary, launched at the end of 2021 and definitively concluded in 2024 . As a precautionary measure, the Board of Direc-

tors of TXT authorized the subsidiary to proceed with a voluntary tax settlement (ravvedimento operoso) for the relevant financial years, estimating a total charge of ap-

proximately €12.7 million, including addi tional taxes, reduced penalties and interest. This amount was recognized in the Half -Year Financial Report as of 30 June 2026 as a non -

recurring item . On 28 July 2026, the subsidiary completed the voluntary settlement relat-

ing to FY2024, making a payment of €5.0 million and recognizing a €1.5 million write -

down of the VAT receivable. The cash outflow relating to the remaining amount of the charge, estima ted at €6.2 million, is expected to occur during the second half of the cur-

rent year . Given that the initiative was concluded in 2024, there is no risk of recurrence of similar circumstances with regard to subsequent financial years .

Declaration of the Manager in Charge of Drawing up the Corporate Ac-

counting Documents

The Manager in charge of drawing up the corporate accounting documents, Marcello Bussolin, hereby declares, pursuant to art. 154 -bis, paragraph 2 of Legislative Decree no.

58 of 24 February 1998, that the accounting information contained in this press rele ase corresponds to the documented results, books and accounting records.

As from today, this press release is also available on the Company’s website www.txt-

group.com .

www.txtgroup.com

PRESS RELEASE

For further information :

Marcello Bussolin - CFO Tel. +39 02 257711 infofinance@txtgroup.com Andrea Favini – IR Tel. +39 02 257711

infofinance@txtgroup.com

TXT is an international IT Group, end -to-end provider of consultancy, software services and solutions, supporting the digital transformation of customers’ products and core processes. With a proprietary software portfolio and deep expertise in vertica l dom ains, TXT operates across different markets, with a growing footprint in Aerospace, Aviation, Defense, Industrial, Government and Fintech. TXT is headquartered in Milan and has subsidiaries in Italy, Germany, the United Kingdom, France, Switzerland, C ana-

da, Singapore and the United States of America. The holding company TXT e -solutions S.p.A, has been listed on the Italian Stock Exchange, STAR segment (TXT.MI), since July 2000.

www.txtgroup.com

PRESS RELEASE

Management Income Statement as of 3 0 June 2026

€ thousand H1 2026 % H1 2025 % Var %

REVENUES 228,045 100 189,095 100 20.6

Direct costs 144,556 63.4 116,823 61.8 23.7

GROSS MARGIN 83,489 36.6 72,272 38.2 15.5

Research and Development costs 12,506 5.5 11,780 6.2 6.2 Commercial costs 21,892 9.6 19,104 10.1 14.6 General and Administrative costs 14,890 6.5 13,847 7.3 7.5

EBITDA 34,201 15.0 27,541 14.6 24.2

Depreciation 5,707 2.5 4,446 2.4 28.4 Amortization (Excl. PPA) 516 0.2 466 0.2 10.9 Write-offs and Riorganization Costs ( Excl. one-off tax item ) 196 0.1 129 0.1 51.5

OPERATING PROFIT (EBIT) ADJ. 27,782 12.2 22,500 11.9 23.5

Amortization - PPA 6,192 2.7 2,577 1.4 140.2 Other Write-offs - Tax one-off 1,512 0.7 0 0.0 n.a.

Provision for risks and charges - Tax one-off 11,190 4.9 0 0.0 n.a.

OPERATING PROFIT (EBIT) 8,888 3.9 19,923 10.5 (55.4)

Net Financial income (charges) (4,300) (1.9) (3,810) (2.0) 12.9 Share of profit/(loss) of associates (151) (0.1) (129) (0.1) 16.5

EARNINGS BEFORE TAXES (EBT) 4,437 1.9 15,983 8.5 (72.2)

Taxes (5,459) (2.4) (5,103) (2.7) 7.0 NET PROFIT (1,022) (0.4) 10,881 5.8 n.a.

NET PROFIT ADJ. (Excl. PPA, One-off tax item) 17,873 7.8 13,458 7.1 32.8 Net Profit Unadjusted Attributable to:

Parent Company shareholders (1,309) 10,048 Minority interests 287 832

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PRESS RELEASE

Management Income Statement – Second Quarter of 202 6

€ thousand Q2 2026 % Q2 2025 % Var %

REVENUES 118,862 100 96,941 100 22.6

Direct costs 74,603 62.8 55,409 57.2 34.6

GROSS MARGIN 44,259 37.2 41,532 42.8 6.6

Research and Development costs 6,237 5.2 6,721 6.9 (7.2) Commercial costs 12,228 10.3 13,035 13.4 (6.2) General and Administrative costs 7,371 6.2 7,578 7.8 (2.7)

EBITDA 18,423 15.5 14,198 14.6 29.8

Depreciation 2,926 2.5 2,237 2.3 30.8 Amortization (Excl. PPA) 299 0.3 208 0.2 43.7 Write-offs and Riorganization Costs ( Excl. one-off tax item ) 181 0.2 20 0.0 821.5

OPERATING PROFIT (EBIT) ADJ. 15,018 12.6 11,734 12.1 28.0

Amortization - PPA 4,231 3.6 1,559 1.6 171.3 Other Write-offs - Tax one-off 1,512 1.3 0 0.0 n.a.

Provision for risks and charges - Tax one-off 11,190 9.4 0 0.0 n.a.

OPERATING PROFIT (EBIT) (1,915) (1.6) 10,175 10.5 n.a.

Net Financial income (charges) (1,558) (1.3) (1,919) (2.0) (18.8) Share of profit/(loss) of associates (94) (0.1) (106) (0.1) (11.5) EARNINGS BEFORE TAXES (EBT) (3,568) (3.0) 8,149 8.4 n.a.

Taxes (3,185) (2.7) (2,802) (2.9) 13.7 NET PROFIT (6,753) (5.7) 5,348 5.5 n.a.

NET PROFIT ADJ. (Excl. PPA, One-off tax item) 10,181 8.6 6,907 7.1 47.4 Net Profit Unadjusted Attributable to:

Parent Company shareholders (6,657) 5,004 Minority interests (95) 343

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PRESS RELEASE

Net Financial Debt as of 3 0 June 2026

.000 Euro 30.06.2026 31.12.2025 Var Cash (102,769) (102,739) (30) Trading securities at fair value (16,685) (11,433) (5,251) Other Short Term Financial Assets (320) (320) -

Short term Financial Debts 78,539 69,069 9,470 Short term Financial Debts (41,234 ) (45,423 ) 4,188 Non current Financial Debts - Lessors IFRS 16 11,476 11,970 (494) Other Long Term Financial Assets (533) - (533) Other Non current Financial Debts 153,525 149,706 3,819 Non current Financial Debts 164,468 161,676 2,792 Net Financial Debt 123,234 116,253 6,980 Non-monetary debts for adjustment of the price (1,125) - (1,125) of the acquisitions to be paid in TXT shares Financial Investment - Banca Del Fucino (9,498) (17,418) 7,920 Adjusted Net Financial Debt 112,610 98,835 13,776

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PRESS RELEASE

Consolidated Balance Sheet as of 3 0 June 2026

€ thousand 30.06.2026 31.12.20025 Change Intangible assets 199,624 181,473 18,151 Tangible assets 32,926 33,911 (985 ) Other fixed assets 22,304 28,439 (6,135 ) Fixed Assets 254,854 243,823 11,031 Inventories 37,619 28,638 8,982 Trade receivables 133,940 127,493 6,447 Other short term assets 23,248 22,136 1,112 Trade payables (53,141 ) (43,985 ) (9,156 ) Tax payables (24,440 ) (20,379 ) (4,061 ) Other payables and short term liabilities (62,521 ) (58,140 ) (4,381 ) Net working capital 54,706 55,761 (1,056 ) Severance and other non current liabilities (20,824 ) (9,599 ) (11,226 ) Capital employed - Continuing Operations 288,736 289,986 (1,250 ) Shareholders' equity 161,116 169,581 (8,465 ) Shareholders' equity - minority interest 4,386 4,152 233 Net financial debt 123,234 116,253 6,980 Financing of capital employed 288,736 289,986 (1,250 )

Fine Comunicato n.0439-68-2026 Numero di Pagine: 12