Vincit Plc

Company announcement February 19, 2026 at 9:00 EET

Vincit Plc’s Financial Statement Release 1 January–31 December 2025 (unaudited): Company renewal continues amidst AI transformation

This release is a summary of Vincit's Financial Statement Release 1 January–31 December 2025. The complete report is attached to this release and is available on the company's website at https://investors.vincit.com/en.

The figures of the Financial Statement Release are unaudited. Figures in brackets refer to the corresponding period of the previous year, unless otherwise stated. Percentages and figures may include rounding differences and therefore may not exactly match the totals presented.

October–December 2025

• Revenue was EUR 17.7 (21.5) million. Revenue declined by EUR 3.8 million, or 17.5%.
• Adjusted EBITA was EUR 0.4 (-0.5) million or 2.2% (-2.1%) of revenue.
• EBITA was EUR 0.3 (-0.5) million, or 2.0% (-2.2%) of revenue.
• EBIT was EUR 0.2 (-0.6) million, or 1.2% (-2.6%) of revenue.
• Items affecting comparability were EUR 0.04 (0.02) million.
• Earnings per share were EUR 0.00 (-0.01).
• On November 18, 2025, Vincit announced that it will lower its financial guidance for relative profitability for the 2025 financial year due to continued uncertainty in the software development business.

January–December 2025

• Revenue was EUR 69.1 (84.6) million. Revenue declined by EUR 15.5 million, or 18.4%.
• Adjusted EBITA was EUR 0.4 (0.5) million, or 0.6% (0.6%) of revenue.
• EBITA was EUR -0.8 (-0.0) million, or -1.2% (0.0%) of revenue.
• EBIT was EUR -1.3 (-0.3) million, or -1.9% (-0.3%) of revenue.
• Items affecting comparability were EUR 1.2 (0.5) million.
• Earnings per share were EUR -0.17 (-0.04).
• Total capacity (FTE) averaged 543 (667) over the reporting period, of which subcontracting was 37 (61).
• At the end of the review period, the Group employed a total of 512 (640) people.
• The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year that ended on December 31, 2025.

Outlook for 2026

The 2026 adjusted EBITA margin is expected to improve from the previous year.

Financial targets for the strategy period 2025–2027

The Board of Directors of Vincit Plc approved on December 18, 2024 the company’s updated financial targets for 2025-2027.

• Adjusted EBITA margin of 10 percent of revenue by 2027
• In 2025, the goal is to stabilize the business, and in 2026-2027 the target is 10 percent organic revenue growth
• Strengthen the chosen business areas through acquisitions
• Equity ratio above 50 percent and net debt-to-EBITDA ratio below two

Vincit’s dividend policy remains unchanged and the company aims to distribute at least 30 percent of the annual net profit as dividends.

Key figures

*The Board of Directors proposes to the Annual General Meeting 2026 that no dividend be paid for the financial year that ended on December 31, 2025.

Vincit CEO Julius Manni

The year 2025 was a time of repairing the foundations for Vincit. As our revenue declined by 18 percent, we implemented heavy but necessary restructuring measures during the year to reduce our cost structure and streamline our organization. Profitability for the full year was burdened by the costs of ramping down local operations in the US, our own challenges in project management, and the prolonged uncertainty in the software development market.

Our product business showed positive momentum: VincitEAM achieved a year-on-year growth of over 20 percent and turned profitable towards the end of the year.

Strategy execution is progressing

During the year, the determined execution of our strategy has started to pay off. Vincit is now recognized as a credible partner in increasingly business-critical projects. An excellent example of this is Ahlstrom, which implemented the SAP S/4HANA Public Cloud ERP system in collaboration with us in just four weeks. The project concretely demonstrates how agile cooperation and modern ERP solutions accelerate digital transformation in the manufacturing industry. We have also renewed our customers' businesses through data-driven approaches: For INNA, a specialist in property business services, we developed an AI-powered pricing model that generates real-time rent recommendations based on vast datasets.

The integration of AI capabilities across all our business areas has progressed rapidly. In particular, we have succeeded in establishing our position as a pioneer in AI-driven software development. In our most recent projects, we are already leveraging agent-based coding on an entirely new, industrial scale, multiplying our productivity. The direction is now clear, although the transformation of the custom software development business continues to require adaptation, given the rapidly evolving nature of consulting work and customer needs in the AI era.

Looking ahead

Despite the restructuring measures, we will not halt our investments in future expertise. In December, we announced the Rising Star program, aimed at cultivating early-career IT talents into top professionals of the AI era. We also continue to invest in the development of our commercial expertise and project management capabilities. In 2026, we will focus even more clearly on our strengths: the SAP ecosystem, comprehensive utilization of AI, and deep industry expertise.

I would like to thank our customers and partners for their trust in a challenging market. A special acknowledgement goes to every Vincitizen —the past year has demanded flexibility, resilience in the face of uncertainty, and persistent hard work.

Significant events after the reporting period

Proposal of Vincit Plc’s Shareholders’ Nomination Committee on the composition and remuneration of the Board of Directors

Vincit Oyj's Shareholders' Nomination Board proposes the following to Vincit Oyj's Annual General Meeting scheduled to be held on March 25, 2026, as announced on January 15, 2026:

The Shareholders’ Nomination Board proposes that 5 (5) members be elected to the Board of Directors.

The Nomination Committee proposes that the current members Mikko Kuitunen, Veera Siivonen and Matti Copeland be re-elected to the Board of Directors for a term ending at the close of the Annual General Meeting in 2027. Of the current Board members, Enel Sintonen and Arto Martonen have announced that they are not available for re-election.

The Nomination Committee proposes that the following be elected as new members of the Board of Directors:

• Ilkka Laurila, MSc (Economics and BA), MSc (Forestry, Forester)
• Kaarina Ståhlberg, Master of Laws (Helsinki), LL.M. (Columbia, New York)

All nominees have given their consent to stand for election.

All proposed Board members, with the exception of Mikko Kuitunen, are considered to be independent of the Company and its significant shareholders. Kuitunen is the Company's largest shareholder and has served as its CEO until 2021.

The Nomination Committee proposes that the remuneration of the Board of Directors be paid as follows:

• EUR 48,000 per year for the Chair of the Board of Directors
• EUR 36,000 per year for a possible Vice Chair of the Board of Directors
• EUR 24,000 per year for each of the other members of the Board Directors.

In addition, the Nomination Committee proposes that a meeting fee of EUR 800 per meeting be paid to the Chair for meetings of the Board committees. The committee members’ meeting fee is proposed at EUR 500 per meeting.

The Nomination Committee proposes that the members of the Board of Directors be paid reasonable travel and other expenses for meetings.

The Nomination Committee proposes that the compensation of the Chair of the Board for Directors, the possible Vice Chair and other members of the Board of Directors be paid once a year, with 50% of the annual remuneration being paid in Vincit Plc shares held by the Company or, if not possible, in Vincit Plc shares acquired on the market, and 50% being paid in cash. The shares will be transferred to the Chair of the Board for Directors, the possible Vice Chair and other members of the Board of Directors and, if necessary, acquired on the market directly on behalf of them by the end of the financial year.

It is proposed that the committee members' meeting fees be paid in cash.

Directed share issue related to the long-term incentive plan for Vincit Plc’s key personnel and the result of the share issue

On December 18, 2025, Vincit Plc's Board of Directors resolved on a directed share issue related to the long-term incentive plan 2024–2026, based on the authorization granted by the Annual General Meeting on March 26, 2025. A maximum total of 90,000 new shares in the company were offered for subscription by the management team members and key employees participating in the program, deviating from the shareholders’ pre-emptive right of subscription.

The subscription price was EUR 1.29 per share, based on the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd between November 1, 2025, and November 30, 2025. The subscription period for the shares was December 22, 2025, to January 11, 2026. The Board of Directors has approved the subscription of a total of 37,330 new shares in the share issue to key employees. The total subscription price of the shares is EUR 48,155.70. The shares subscribed for in the share issue to key employees represent approximately 0.2% of the company's shares and votes. A total of four (4) key employees of the company subscribed.

The new shares accepted in the share issue are estimated to be registered in the Finnish Trade Register on January 28, 2026, and admitted to trading on Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd on January 29, 2026. After the registration of the new shares in the Finnish Trade Register, the total number of shares in the company is 16,989,869.

Change in Vincit Plc’s Leadership Team

Vincit announced on 20 January 2026 that Jens Krogell, Deputy CEO and Chief Growth Officer at Vincit Plc, has resigned from his position to pursue new challenges outside the company. He served at the company until January 31, 2026. The responsibilities of the Chief Growth Officer are divided between the company's CEO, Julius Manni, and the rest of the Leadership Team.

Board of Directors’ proposal for the distribution of profit

According to the company’s dividend policy, Vincit’s objective is to distribute at least 30% of the profit for the financial period as dividends.

On December 31, 2025, distributable funds of Vincit Plc were EUR 21,556,009.52 (29,075,882,20), of which the loss for the financial year was EUR -5,719,994.02 (-6,030,852,19) . The Board of Directors proposes to the General Meeting that the loss for the financial year be retained in the retained earnings account and that no dividend be paid. 

No material changes have occurred in the company's financial position since the end of the financial year.

Financial calendar and Annual General Meeting 2026

In 2026, Vincit will publish financial information as follows:

• Financial Statements and Board of Directors’ Report 2025 on week 9
• Business Review for January-March on Thursday, 23 April 2026
• Half-year Report for January-June on Thursday, 16 July 2026
• Business Review for January-September on Thursday, 22 October 2026

The reports will be available on the company’s website investors.vincit.com immediately after publication.

Vincit Plc’s Annual General Meeting (AMG) is planned to be held on 25 March 2026. The Board of Directors will summon the AGM on a later date.

In Helsinki, 19 February, 2026

VINCIT PLC 

Board of Directors

Additional information

Vincit Plc, CEO Julius Manni, phone: +358 50 424 3932

Certified advisor: Aktia Alexander Corporate Finance Oy, phone: +358 50 520 4098

Vincit Plc in brief

Vincit turns digital into business results by combining leading enterprise platform, tailored solutions, human-centered design and AI. Vincit Plc’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.vincit.com