Corporate

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed the main consolidated results (unaudited) for the 2025 financial year, along with the 2026 guidance presented by CEO Antonio Porro.

In particular, the Mondadori Group’s preliminary results for 2025 showed revenues of € 931.5 million (-0.3% compared with € 934.7 million in 2024), Adjusted EBITDA of € 158.2 million (+0.4% compared with € 157.6 million in 2024) and a margin in line at 17%.

Strong cash generation was also confirmed for the 2025 financial year, with Ordinary Cash Flow of approximately € 65 million.

These figures, which reflect the Group’s overall stable performance compared with the previous year are broadly in line with the guidance previously provided for FY 2025. The only exception is the slight deviation in revenues, which are essentially stable compared with FY 2024 (-0.3%) versus prior guidance indicating low single-digit growth. This change is attributable to the contraction recorded in the book market in December, the most significant month of the year (-2.7%, source: Gfk, sell-out data at value) as well as to the trend in the Euro/Dollar exchange rate, the negative impact of which was greater than initially estimated at the beginning of the year.

With regard to FY 2026, also following the recent completion of the acquisition of Edilportale.com, the guidance approved today by the Board of Directors envisages low single-digit growth in both revenues and Adjusted EBITDA, as well as Ordinary Cash Flow in the € 65-70 million range, including a recurring contribution of approximately € 3 million from the newly acquired Edilportale.com.

The revised estimate – which places Ordinary Cash Flow in the € 65-70 million range, compared with the previous forecast of approximately € 70 million on average per year over the 2024-2026 three-year period on a like-for-like basis – reflects the impact of higher extraordinary publishing investments in the Education Books segment, driven by the alignment of school curricula with the new National Guidelines.

The Group has also launched a plan, to be fully implemented over a multi-year period, aimed at structural optimization, strengthening operational efficiency and supporting profitable growth and cash generation over the medium term.

The Mondadori Group further confirmed its current shareholder remuneration policy, as previously disclosed, in relation to the 2026 results. The policy provides for the distribution of the higher of 50% of Ordinary Cash Flow per share and the Divided Per Share distributed in the previous year, increased by 10% (corresponding to a Divided Yield of approximately 8%)^[1].

As previously communicated, the Board of Directors meeting to review and approve the draft financial statements and the consolidated financial statements is scheduled for 19 March 2026.

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 2, of the Consolidated Finance Law, that the accounting information contained herein corresponds to the Company’s records, books and accounting entries. 

^[1] Based on market capitalisation as at 31/12/2025.

Below is Annex 3F regarding the purchase of Mondadori ordinary shares to service the ongoing Performance Share plans. These transactions were made under the authorization to purchase ordinary shares approved by the Shareholders’ Meeting of 16 April 2025.

As of today, Marco Sciuccati has been appointed Director of Human Resources and Organisation of the Mondadori Group, reporting directly to Chief Executive Officer and General Manager Antonio Porro.

Born in Castellanza (Varese) in 1965, Marco Sciuccati holds a degree in Economics and Business Administration from the Università Cattolica in Milan and is a certified Professional Counsellor specialising in corporate and organisational contexts.

After gaining initial professional experience at Accenture and DHL, in 1996 he joined The Coca-Cola Company in the Mediterranean area, working across management control, operational marketing and sales, and then in 2000 moved to Bain & Company. His career continues with significant roles in various multinational companies in Human Resources and Organisation. From 2003 to 2011, Sciuccati worked at Ferrero International S.A., where he held among other positions the role of HR & Organisation Director for selected Group functions. In 2011, he joined Pirelli, where he served as HR & Organisation Director for Europe, Group Organisation Director, and HR Director for Manufacturing and Technical Functions. In 2018, he moved to Candy Hoover Group as Global HR and Organisation Deputy Director, and from 2019 to 2022 he held leadership roles in Human Resources at Haier Europe, including HR Director Operations, Factories & Industrial Relations. In October 2022, Sciuccati was appointed Chief HR & Organisation Director of Lecta, a multinational company operating in the paper industry.

Daniele Sacco, who served as Director of Human Resources and Organisation of the Mondadori Group for over nine years, has decided to step away from operational responsibilities to focus on new personal and professional projects.

The Mondadori Group would like to thank Daniele Sacco for his expertise, professionalism and distinctive contribution during a period of significant transformation in the world of work and organisational models.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period 12 – 19 January 2026, of 488,860 ordinary shares (equal to 0.1869% of the share capital) at an average unit price of €2.144598474000736 for a total amount of €1,048,408.41.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 16 April 2025, and as part of the purchase programme to service the Performance Share Plans underway (the “Programme”), the start of which was approved by the Board of Directors on 13 November 2025 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN Code IT0001469383, on a daily basis:

The Mondadori Group announces that, pursuant to the contract signed and disclosed to the market on 29 December 2025, Arnoldo Mondadori Editore S.p.A. has completed today the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company with international operations in the development of content, services and platforms across the architecture, design and construction markets, including through the Archiproducts brand.

The consideration for the transaction – paid entirely in cash today – amounts to € 31.2 million and reflects an Enterprise Value (100%) of € 50 million and an average NFP that is currently estimated to be positive at € 3 million.

The acquisition of Edilportale.com – consolidated as of 1 January 2026 – also includes an earn-out of approximately € 2.9 million payable to the sellers conditional upon achievement of predefined profitability growth targets for the 2027 financial year.

As previously announced, under the terms of the agreement, in the course of 2027 the selling shareholders and the Mondadori Group will transfer their respective shareholdings in the company to Mondadori Digital S.p.A., which will consequently hold 100% of Edilportale.com.
Following these transactions, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital is expected to be approximately 89% of the share capital, with the remaining 11% held by the founders of Edilportale.com, marking the first time that new shareholders have joined Mondadori Digital.

The acquisition of Edilportale.com forms part of a strategy to strengthen Mondadori Digital’s position as Italy’s leading publisher in social media and digital content and helps to extend leadership in the vertical segments with the greatest growth potential, such as food, wellness and lifestyle, as well as into the architecture and design sector, and to enhance the service offering with new products and innovative solutions, including those aimed at international market.

The transaction enables Edilportale.com to enter a new phase of growth, supported by significant synergies with Mondadori Digital’s assets, including:

• an acceleration in the development of AI-based services, also leveraging PLAI, the Mondadori Group’s artificial intelligence accelerator;
• an expansion of the range of services offered to design companies through collaborations with AdKaora and Mondadori Digital’s social agencies;
• a strengthening of its international presence in cooperation with AdKaora Iberia and GialloZafferano US.

As previously announced, including Edilportale.com’s activities, Mondadori Digital’s pro-forma revenues for 2025 would amount to approximately € 110 million, with an EBITDA margin of between 18% and 20%.

Under the terms of the agreement, Ferdinando Napoli, Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri – who founded and have successfully managed Edilportale.com to date – will retain management responsibility for the company. In particular, Ferdinando Napoli has been confirmed as Managing Director and Andrea Santagata, Managing Director of Mondadori Digital, has been appointed Chairman.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period 7 – 9 January 2026, of 211,140 ordinary shares (equal to 0.0807% of the share capital) at an average unit price of €2.116209339774557 for a total amount of €446,816.44.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 16 April 2025, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2025 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN Code IT0001469383, on a daily basis:

The Mondadori Group announces that Arnoldo Mondadori Editore S.p.A. has signed today an agreement for the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company operating internationally in the development of content, services and platforms across the architecture, design and construction markets.

In line with the recent announcements concerning the newly-established Mondadori Digital and its mission to strengthen the Group’s strategy in the digital media sector, the agreements provide, in a second phase to take place during 2027, for the transfer to Mondadori Digital of 100% of the shareholding in Edilportale.com S.p.A. through contributions to Mondadori Digital itself of:

• the 58.84% stake acquired by Arnoldo Mondadori Editore S.p.A.;
• the 41.16% stake held by the current shareholders of Edilportale.com S.p.A..

Following these contributions, which will be made through reserved capital increases of Mondadori Digital, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital will amount to approximately 89% of the share capital, while the remaining 11% will be held by the founding shareholders of Edilportale.com.

The consideration for the acquisition of 58.84% of Edilportale.com S.p.A. amounts to € 31.2 million and is based on a 100% Enterprise Value of € 50 million and an estimated average NFP, as of the closing date, of € 3 million (positive).
The agreement also provides for an earn-out of approximately € 2.9 million in favour of the current shareholders of Edilportale.com, to be paid upon the achievement of predefined targets for the financial year 2027. The acquisition of Edilportale.com, accompanied by the usual representations and warranties in favour of the purchaser, will be financed through existing credit facilities and settled in cash at closing by the end of January 2026.

With a solid and highly distinctive business model, Edilportale.com – whose key assets include Archiproducts.com, a globally recognised digital platform for professionals and companies in the sector – currently boasts over 4 million registered users across its multilingual websites, 5.5 million social media followers, in both Italian and English, and a catalogue featuring 3,500 design brands worldwide.
In the financial year 2024, Edilportale.com recorded revenue of € 26.7 million, 35% of which was generated in foreign markets, an EBITDA of € 7.1 million, of which € 1.4 million related to state and regional grants, and a positive NFP (cash) of € 1.3 million (figures according to Italian accounting standards).

Including the activities of Edilportale.com, the pro-forma 2025 revenue of Mondadori Digital would amount to approximately € 110 million, with an EBITDA margin between 18% and 20%.

“With this acquisition, which presents significant potential for further growth, we are entering the digital architecture and design sector as a leading player, while also strengthening our offering in international markets. This transaction also enables us to strengthen both the Group’s positioning and that of the newly-established Mondadori Digital as Italy’s leading publisher in social media and digital, a leader in the vertical segments with the greatest market potential, including food, wellness and lifestyle, while at the same time expanding our services with new products and innovative solutions,” said Antonio Porro, CEO of the Mondadori Group.

“The entry of the Mondadori Group into the share capital of Edilportale is a source of great pride for us and confirms the strength of the path we have built over the years. We share a long-term vision based on innovation, high-quality content and the strategic role of digital. This partnership with the Mondadori Group marks the beginning of a new phase of development that will allow us to accelerate the growth of Edilportale and further enhance the synergies with Archiproducts, while strengthening our dialogue with an international community of brands, architects and designers who rely on our platforms every day to stay informed, find inspiration and design. Together, we look to the future with ambition, with the aim of generating increasing value for the entire global architecture and design ecosystem,” said Ferdinando Napoli, CEO and co-founder of Edilportale.

Edilportale.com, founded in early 2000 by four founding partners, serving as directors and managers, Ferdinando Napoli (CEO), Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri, today has a team of 160 professionals across editorial, marketing, sales, IT and operations.

The company offers businesses in the design, architecture and construction sectors a unique and specific range of digital and MarTech solutions, such as a multilingual online product catalogue, CRM systems and AI-based marketing intelligence tools. Edilportale.com also offers, on a global scale, the possibility to purchase design products online through proprietary e-commerce solutions. These services have enabled the company to pursue a continuous path of growth, establishing it as one of the leading global players in this category of solutions.

Arnoldo Mondadori Editore S.p.A. announces, as per Art. 2.6.2 of the Regulations of the Markets Organised and Managed by Borsa Italiana S.p.A., the corporate events scheduled for 2026:

• Thursday 19 March 2026: meeting of the Board of Directors for the approval of the Annual Financial Report for the year for FY2025;
• Wednesday 13 May 2026: meeting of the Board of Directors for Additional periodic financial reporting at 31 March 2026;
• Thursday 30 July 2026: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2026;
• Thursday 12 November 2026: meeting of the Board of Directors for the approval of the Additional periodic financial reporting at 30 September 2026.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2025 will be held in first call on Tuesday 21 April 2026 (22 April in second call, if necessary).

Presentations to the financial community of the results for the full year at 31 December 2025, the Half-Year Report at 30 June 2026 and the Interim Management Statements at 31 March and at 30 September 2026 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the Euronext STAR Milan segment of Borsa Italiana, will publish the Additional periodic financial reporting at 31 March 2026 and at 30 September 2026 – pursuant to art. 2.2.3, paragraph 3, of the Regulations for markets organised and managed by Borsa Italiana S.p.A. – within 45 days after the end of the first and third quarters of the year (with exemption from the publication of the interim report on the fourth quarter as the Annual Financial Report 2025, together with the other documents referred to in art. 154-ter, paragraph 1, of the Consolidated Finance Law, is made available within 90 days after year end). The structure, information contained and procedures for the publication of the documents are unchanged from the Interim Management Statements previously published pursuant to former Article 154-ter, paragraph 5, of the Consolidated Finance Law.

Pursuant to art. 85-bis, paragraph 4-bis of CONSOB Regulation no. 11971 of 14 May 1999, Arnoldo Mondadori Editore S.p.A. announces the amount of voting rights updated following the deregistration, on 5 December 2025, of 500 shares with increased voting rights.

The total amount of voting rights, indicating the number of shares forming the share capital, is outlined below.

Mondadori Digital S.p.A., a new company fully owned by the parent group Arnoldo Mondadori Editore S.p.A., has been established. From 1 January 2026, all digital activities of Mondadori Media S.p.A. will be transferred to the new entity via an intra-group spin-off.
The aim is to drive further substantial growth for the Mondadori Group’s digital assets through a dedicated corporate vehicle designed to strengthen its leadership in the Italian digital market.

The new structure aligns with Mondadori Group’s corporate organisation, which maintains a distinct management perimeter for each business area: Trade Books, Education Books, Retail and, as of 1 January 2026 Media and, naturally, Digital.

Mondadori Digital’s assets establish it as the leading Italian publisher in social media and digital, boasting a portfolio of top brands in the highest-value verticals, a fanbase of 125 million people both in Italy and abroad, and over 33 million monthly active users.
Positioning itself as the publisher of Italian excellence, Mondadori Digital leads in sectors such as food, well-being and lifestyle, engaging targeted audiences thanks to multimedia content across all digital channels – including websites, social media, and connected TV. These audiences are accessible through advertising solutions such as video advertising, branded content, influencer marketing, and a wide range of innovative services (MarTech solutions).

“Mondadori Digital was created to further enhance our digital media assets and MarTech solutions, which have experienced significant and continuous growth in recent years and in which we will continue to invest,” said Mondadori Group CEO, Antonio Porro. “This strategic development aims to establish us as one of Italy’s most important digital media players, through a process of continuous innovation and the cultivation of talent and expertise,” concluded Porro.

Andrea Santagata will take on the role of CEO of Mondadori Digital, while continuing his responsibilities as Chief Innovation Officer of the Mondadori Group. Carlo Mandelli, Strategic Development Manager of the Mondadori Group and CEO of Mondadori Media S.p.A., will serve as Chairman of the newly-established company.

MONDADORI DIGITAL’S ASSETS

Specifically, Mondadori Digital will include assets and companies such as:

• leading brands in their respective sectors, including GialloZafferano, also present in the U.S. market, The Wom, MypersonalTrainer, Webboh, Studenti and NostroFiglio;
• the controlling stake in Fatto in Casa da Benedetta, which owns all intellectual property rights and the right to use the image of Benedetta Rossi, Italy’s leading food blogger;
• social agencies Zenzero and Power, which manage top food, wellness and lifestyle in the influencer marketing segment.
• the MarTech hub, consisting of AdKaora, which operates in Italy, Spain and Latin America, Hej!, specialised in mobile advertising and conversational marketing solutions, has recently expanded with an investment in the start-up AD cube, which focuses on artificial intelligence applied to advertising;
• Direct Channel, a leader in subscription service management, also offering database management and business intelligence solutions to the non-profit sector.

For the 2025 financial year (pro-forma figures), Mondadori Digital is expected to generate revenues of approximately € 85 million and an Adjusted EBITDA of over € 15 million, supported by a team of more than 300 professionals across publishing, marketing & sales, IT and operations.
The spin-off of Mondadori Media’s digital activities into Mondadori Digital will be implemented with continuity of accounting values and no impact on the consolidated financial statements, reflecting a net balance of € 38.7 million.

THE MONDADORI DIGITAL ORGANISATIONAL MODEL

The new structure will be organised around two main areas of expertise:

• the first focused on the management and development of publishing and social media brands, social agencies and Fatto in Casa da Benedetta with the goal of supporting the growth of brands and their social communities by pooling expertise and innovation levers, extending brand presence across all channels, and combining a strong focus on people, with AI-driven innovation.
• the second centred on the MarTech Hub, comprising AdKaora, Hej and Direct Channel and aimed at further strengthen continuous innovation, making AI the key driver of transformation, and delivering increasingly targeted and effective marketing and advertising solutions to investors in Italy and beyond.