TNL Mediagene Issues Shareholder Letter Providing H2 and 2025 Corporate Update

Rhea-AI Summary

TNL Mediagene (Nasdaq: TNMG) issued a shareholder letter dated Dec 19, 2025 outlining FY2025 guidance, capital improvements, partnerships and strategic progress.

Guidance: Revenue $49.1M, Gross Profit $17.8M (36-37% margin), and Management Adjusted EBITDA $0.8M (first year of adjusted profitability). Public company costs are projected at $3.75–4.0M.

Capital actions: repaid a $4.7M convertible note, raised $2.15M equity plus smaller convertible financings and a $1.5M convertible note from 3i; amended ELOC for lower-cost access. Key partnerships include CMoney, PChome and Geniee. Media unit pressure from AI SEO noted; Technology and Digital Studio units driving growth.

Positive

• FY2025 revenue guidance of $49.1M
• Gross Profit guidance of $17.8M (36-37% margin)
• First-year Management Adjusted EBITDA profitability at $0.8M
• Repaid $4.7M outstanding convertible note
• Raised $2.15M common equity plus $1.5M 3i convertible note
• Strategic partnerships with CMoney, PChome and Geniee
• GIZMART Keychron launch: >¥200M GMV in 12 days

Negative

• Media & Branded Content pressured by industry-wide AI SEO shifts
• Public company costs projected at $3.75–4.0M
• Media & Branded Content revenue expected to be flat or slightly down

Key Figures

FY2025 Revenue Guidance $49.1 million Company-issued FY2025 summary performance guidance

FY2025 Gross Profit $17.8 million Guided FY2025 Gross Profit with 36–37% margin vs FY2024

FY2025 Mgmt Adj. EBITDA $0.8 million Guided FY2025 Management Adjusted EBITDA, expected above FY2024

Public company costs $3.75m–$4m Projected FY2025 public company costs

Convertible note repaid $4.7 million Initial principal of note taken in Dec 2024, now fully repaid

New 3i convertible note $1.5 million New note funding amount with 18‑month maturity and 6‑month holiday

GIZMART GMV ¥200 million GMV from Keychron Nape Pro launch in first 12 days

Headcount reduction 501 to 478 FTEs Full-time employees from Dec 2024 to Nov 2025 after restructuring

Market Reality Check

$0.1984 Last Close

Volume Volume 579,039 vs 20-day average 914,007 (relative volume 0.63) ahead of this update. low

Technical Shares at $0.1984, trading below the $0.49 200-day moving average and near the 52-week low of $0.1852.

Peers on Argus 1 Up

TNMG was down 3.97% while key publishing peers were mixed to positive (e.g., LEE up 15.27%, SCHL up 2.02%, GCI down 1.09%), suggesting stock-specific pressure rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Financing update	Positive	-17.3%	Sidoti note on new senior convertible, full prior note repayment, flexibility.
Dec 11	Strategic partnership	Positive	-1.1%	CMoney data integration to strengthen AdTech targeting and analytics.
Dec 09	AI event, white paper	Positive	+0.6%	INSIDE Future Day 2025 AI event and AI Agent industry white paper.
Dec 04	Product launch	Positive	+9.0%	Launch of iGood Price-Drop Radar and Nape Pro crowdfunding success.
Dec 02	CSR, brand event	Positive	-2.0%	Becoming Aces Awards and new ‘Rising Star in Digital Impact’ program.

Pattern Detected

Recent history shows mixed reactions to positive news, with several value- or partnership-focused announcements followed by negative price moves.

Recent Company History

Over the past month, TNMG has reported multiple developments, including CMoney and commerce tools partnerships, AI events, youth innovation initiatives, and improved financing flexibility. Despite generally positive operational and strategic news, price reactions were split, with three of five recent items (Dec 2–15, 2025) seeing negative next-day moves. Today’s shareholder letter continues themes of capital structure cleanup, technology and commerce expansion, and event-driven brand building against a still-depressed share price.

Market Pulse Summary

This announcement outlines FY2025 guidance, targeting $49.1 million in revenue, $17.8 million in Gross Profit and positive Management Adjusted EBITDA, supported by cost cuts and a shift toward Technology and Digital Studio. It also highlights repayment of a $4.7 million note, new $1.5 million financing, and active partnerships in commerce and AI. Investors may watch execution on guidance, Nasdaq listing compliance, and how mix shifts offset AI-driven media pressures.

Key Terms

convertible note financial

"repayment of our $4.7 million outstanding convertible note balance, $2.15 million..."

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

retail media networks technical

"This strategy taps into the broader rise of retail media networks (RMN)..."

Retail media networks are the advertising platforms run by stores and online retailers that let brands display ads, sponsored products, and personalized offers to shoppers on the retailer’s website, apps, email and in-store screens. For investors, they matter because these networks turn a retailer’s customer traffic into a high-margin advertising business—like a mall owner leasing premium billboard space to brands—boosting revenue, improving customer data control and potentially raising profitability and valuation.

GMV financial

"launch of the Keychron Nape Pro trackball has been a strong success, generating over ¥200 million in GMV sales..."

Gross merchandise value (GMV) is the total dollar value of all goods and services sold through a platform or marketplace over a given period, measured before deducting fees, returns, or discounts. Investors watch GMV to gauge the raw size and growth of customer activity—like counting every ticket sold at a concert before subtracting organizer costs—while remembering it is not the same as revenue or profit.

AI-generated analysis. Not financial advice.

TOKYO and TAIPEI, Dec. 19, 2025 /PRNewswire/ -- TNL Mediagene (Nasdaq: TNMG) (the "Company"), a Tokyo-based next-generation digital media and data group in Asia, today issued a letter to shareholders from Joey Chung, Co-Founder and CEO, and Motoko Imada, Co-Founder and President of TNL Mediagene, discussing key recent positive and notable developments, milestones and achievements of the Company year-to-date in 2025 and plans for the year ahead.

• FY2025 summary performance guidance of $49.1 million Revenue, $17.8 million Gross Profit and $0.8 million Management Adjusted EBITDA
• Performance highlights strength in our Technology and Digital Studio business units offset by pressure in our Media & Branded Content business unit as a result of industry-wide AI SEO shifts, stable Gross Profit margin and expanding Management Adjusted EBITDA margin driven by cost reduction initiatives
• Key capital structure milestones and new capital raised include repayment of our $4.7 million outstanding convertible note balance, $2.15 million in common equity and $375,000 in convertible notes raised from existing shareholders and new private investors, $1.5 million through a new convertible note from 3i at improved terms including 18-month maturity and 6-month interest and amortization holiday, and amendments to our existing outstanding ELOC agreement with Tumin Stone with improved terms to allow for more efficient and lower-cost strategic use of this instrument at our sole discretion
• Several significant new strategic partnerships signed in the year including CMoney, Taiwan's largest stock information and financial education platform serving over 10 million active users each month; PChome, one of Asia's largest e-commerce platforms similar to an Amazon; and Geniee to expand access to advertising creative solution "Cr.ED", a data-powered creative platform and SaaS service that helps marketers create rich and engaging interactive digital advertisements more efficiently, among others
• Large and active investor conference and event hosting calendar with some key wins including TechGALA Japan 2025 and appointment as Lead Partner for TechGALA Japan 2026; hosting 2025 Becoming Aces Awards and Launch of "Rising Star in Digital Impact" with 91APP Foundation; hosting INSIDE Future Day 2025 "Next-Gen AI Agents: Building a New Era of Human-AI Collaboration"; and co-hosting 2025 Generative AI Conference
• Several key initiatives were launched in the year to better position the Company competitively on a revenue and cost and basis including continued diversification into Technology, Digital Studio and new media verticals; expanding proven successful media properties into new language markets with our multilingualization strategy; hiring and promoting key C-level and editorial talent; and continued strong progress on staff restructuring and reorganization efforts that we expect to bring significant cost savings

Dear Shareholders,

As we conclude 2025, we want to give an update on some notable developments at the Company as well as look back at key milestones achieved throughout this transformative year, and we will also highlight some of our plans for the year ahead.

FY2025 Summary Performance Guidance

We are issuing the following summary performance guidance for FY2025:

• Revenue: $49.1 million, revenue growth driven by Technology and Digital Studio business unit performance, Media & Branded Content business unit expected to be flat or slightly down year-on-year as a result of industry-wide AI SEO impacts
• Gross Profit: $17.8 million, Gross Profit margin in the range of 36-37%, in-line with FY2024
• Management Adjusted EBITDA*²: $0.8 million, expected to exceed FY2024, driven by cost efficiency and cost reduction initiatives
• Public Company Costs: projected at approximately $3.75m to $4m

FY2025 performance highlights the bifurcation between strength in our Technology and Digital Studio business units as they continue to experience growth and expansion, offset by our Media & Branded Content business unit that has been pressured by industry-wide AI SEO shifts.

Our Gross Profit is expected to remain approximately in line with FY2024, while our Management Adjusted EBITDA, which adjusts for the impact of public company costs to enhance comparability with FY2024, is expected to exceed FY2024 as a result of the implementation of our cost efficiency and cost reduction initiatives. We expect FY2025 to be our first year of Management Adjusted EBITDA profitability which is an important and exciting milestone for us.

Capital Structure Improvements & New Capital Raised

We recently announced key updates on the Company's capital structure and funding:

• Repaid the outstanding balance of our convertible note with the initial principal of $4.7 million which we took on in December 2024 to help pay our closing costs in connection with our NASDAQ listing
• Raised $2.15 million in common equity and $375,000 in convertible notes during 2025 from existing shareholders and new private investors including David Chu, the Taiwanese American founder of Nautica and former design head for Tumi and George Jenson, among others
• Raised $1.5 million through a new convertible note from 3i at improved terms including 18-month maturity and 6-month interest and amortization holiday
• Amended our existing outstanding ELOC agreement with Tumin Stone with improved terms to allow for more efficient and lower-cost strategic use of this instrument at our sole discretion

These updates enhance our financial flexibility and reduce dilution pressure on our stock price. We now benefit from a simpler capital structure that better fits our operational needs and strategic goals.

New Strategic Partnerships Drive Commerce Revenue & Retail Media Network Growth

On the business development front, we have signed several new and significant strategic partnerships that we believe will position us well in the commerce space:

• Strategic partnership with CMoney, Taiwan's largest stock information and financial education platform serving over 10 million active users each month
• Strategic partnership with PChome, announced in March, one of Asia's largest e-commerce platforms similar to an Amazon
• Strategic partnership with Geniee to expand access to advertising creative solution "Cr.ED", a data-powered creative platform and SaaS service that helps marketers create rich and engaging interactive digital advertisements more efficiently

These strategic partnerships support our strategy to connect large pools of retail data with our leading AI, AdTech and technology products to build out a much more accurate view of our customers we can monetize with precision targeting. This strategy taps into the broader rise of retail media networks (RMN) and harnesses their significant power and potential to position our company on the cutting edge of ecommerce and has the potential to drive significant revenue for our business.

Active Event Hosting Schedule Drives Enhanced Visibility for Our Brand

We've hosted, co-hosted and curated several high-profile global and regional events this year, including:

• TechGALA Japan 2025, we played a central role in this year's event that was sponsored by leading Japanese and global corporates and included representatives from some of Japan's largest banks, trading houses and universities as well as over 400 international and Japanese speakers and more than 5,000 participants from over 20 countries
• TechGALA Japan 2026, following 2025's success we've joined the 2026 event as Lead Partner and have organized some globally relevant Keynote Speakers and Special Session Speakers including: Monika Bielskyte, Nike Futurist in Residence, and expert in immersive media and information technology; Shradha Sharma, Founder & CEO, YourStory, India's leading startup media platform; Hiroshi Amano, Distinguished Professor, Nagoya University / Distinguished Professor Emeritus, Meijo University, and recipient of the 2014 Nobel Prize in Physics; and Jacques Attali, French Economist and public intellectual and special adviser to French President François Mitterrand from 1981-1991. In addition, over 90 speakers from Japan and abroad have been announced to date
• 2025 Becoming Aces Awards and Launch of "Rising Star in Digital Impact" with 91APP Foundation to Advance Youth Innovation and Sustainable Impact, Becoming Aces aims to spotlight young leaders and amplify the public value of civic-driven innovation. Over the past nine years, the program has recognized around 200 youth changemakers nationwide. We hosted the 9th annual awards ceremony in Taipei in November and launched the inaugural "Rising Star in Digital Impact" award in collaboration with the 91APP Foundation, recognizing outstanding youth changemakers advancing social impact through digital technology, e-commerce and AI
• INSIDE Future Day 2025 "Next-Gen AI Agents: Building a New Era of Human-AI Collaboration", a recurring event that we're hosting again this year on December 9 that focuses on emerging trends in technology and innovation and brings together key figures from the tech industry, including entrepreneurs, investors and senior executives, to share their insights and experiences on future technologies, industry shifts and startup trends. This year's forum attracted more than 400 registrations, with nearly 60% of attendees at manager level and above, reflecting broad interest from participants across technology and business sectors
• 2025 Generative AI Conference, we co-hosted one of the most influential AI event in Asia, with participants from Malaysia, Singapore, Hong Kong and Japan. The event drew approximately 1,000 attendees and 2,000 virtual attendees post-event, and expands the Company's presence in the AI ecosystem in Asia

These events bolster our visibility and reach globally and regionally in Asia and most importantly spark other business opportunities and collaborations with key innovators and technologists.

Diversification into Technology, Digital Studio & New Media Verticals Bears Fruit

As the tectonics of the Media industry continue to shift as a result of advancements in AI, we've positioned our business for the future by making early investments in building out our Technology and Digital Studio business units, and those investments are now bearing fruit and generating very substantial revenue. The split of our businesses is now roughly 30% Media & Branded Content, 30% Technology and 40% Digital Studio and we expect that ratio to continue in the near future.

Within our Media & Branded Content business unit we correctly identified short-form video as a key growth area and focal point with continued high traffic and engagement and we've spent the last 18 months pivoting more content toward video. We've also made key talent acquisitions to bolster our video capabilities including Toru Nakamaru, a veteran broadcast journalist from leading "Big Six" Japanese broadcaster TV Asahi, as the new Video Editor-in-Chief for Business Insider Japan.

We are reimagining the traditional media and e-commerce model with a strong emphasis on content commerce – building relationships with customers through consistent creation of interesting and relevant content which we can then monetize with targeted and relevant commerce offerings. Our recent launch of GIZMART is a successful example of this, whereby we have created a new, media-linked e-commerce platform modelled as a "tech station supermarket" curated by Gizmodo Japan to sell unique gadgets and designs to its tech and gadget engaged audience. Our recent GIZMART launch of the Keychron Nape Pro trackball has been a strong success, generating over ¥200 million in GMV sales in the first 12 days of its launch, upon which we earn a sizeable % of GMV sales for our contributions in promotion, platform usage and intellectual property, representing a large revenue opportunity as we scale the program.

We've also selectively identified and partnered with innovative new media brands that have reached a critical mass in their home market and we think bring something unique and scalable that we can optimize and deploy in our markets. A great example of this is our recently announced licensing agreement with Mexico City's Capital Digital media group, owners of acclaimed Mexican media brand PICTOLINE. PICTOLINE produces distinctive, engaging visual content, including illustrations, infographics, animated graphics, comics and games that have been extremely successful as a media format in Latin America, with engagement metrics including 132 million monthly content views and 9.5 million followers and subscribers*¹. We'll be working with PICTOLINE's founder in the weeks and months ahead to roll out this special media property in the Japanese market in early 2026.

Expansion of Media Through Multilingualization

Another key strategic area for us is the expansion of our successful media properties into new language markets via our AI-driven multilingualization strategy which we supplement with key local talent including:

• Launched Business Insider Taiwan, the global Mandarin language version of our successful Business Insider Japan media property in September this year
• Hired veteran journalist April Lin as Editor-in-Chief, who brings over two decades of media and business experience including prior roles as President and Editor-in-Chief of Money Weekly, Producer and Host of FTV News' finance program Financial Frontline Forum and Director of FTV New Media Center
• Reached key milestones with Roomie International, our leading Japanese lifestyle blog launched in the global Mandarin language market and surpassed an important 1 million monthly active user milestone in May this year
• Promoted veteran editor Kate Lin to lead Roomie International as Editor-in-Chief
• Hired veteran journalist Benjamin Chiang as Editor-in-Chief of The News Lens, who brings over two decades of media management and digital strategy experience including prior roles as General Manager of NOWnews, Special Assistant at AUO's Innovation Design Center and executive leadership positions at CommonWealth Magazine and Business Weekly, where he spearheaded AI integration and subscription-based enterprise learning platforms

The global Mandarin language market is a strategic growth area for us as it is a market of over 1 billion readers globally, is culturally similar to the other Asian geographies in which we operate and is considered a highly lucrative market. As our recent multilingualization launches have been successful, we expect that we will launch other proven media properties into this market going forward.

M&A Pipeline Remains Active

M&A continues to be a key part of our expansion plans whereby we aim to acquire both pan-Asia audience footprint as well as select novel technology assets that complement our existing technology and data offering. We've acquired 10 companies in this manner since 2018 and we continue to operate an active M&A pipeline and dialog with potential M&A targets. Looking ahead into 2026 we aim to execute on this pipeline selectively in situations where we can finance acquisitions accretively, which is largely a factor of our share price performance in the year ahead. Our pipeline contains a short-list of some high-quality assets we are excited about that we think fit very well with our existing business and we believe we can execute on quickly given the appropriate market conditions.

Key New Hires & Staff Restructuring Drive Cost Discipline

On the operational side, since our public listing on NASDAQ in December 2024, we've implemented a group-wide restructuring to better integrate our businesses across Japan and Taiwan, improve operational efficiency and have made some significant key hires into leadership roles including:

• TJ Park as General Counsel from leading international law firm Morrison Foerster
• Aya Miyake as Chief Governance Officer from Japan Exchange Group
• Carly Ma as Chief HR Officer coming from Porche Taiwan
• Naoko Okumoto, a seasoned entrepreneur and investor with two decades of experience, joining our board as a director

These accomplished individuals bring industry best practices to our company from leading regional and international companies.

In addition, as a result of our efforts to better integrate our businesses and improve operation efficiency, we have reduced our full-time headcount from 501 full-time employees as of December 2024 to 478 as of November 2025.

Looking into the remainder of the year and beyond, we are fully focused on running our business and executing on our exciting growth plans, and with our improved capital structure and streamlined cost structure, we're focusing less on financing contingencies and more on innovation and execution. We believe the ingredients are now in place for share price appreciation in the new year and a return to an emphasis on the long-term fundamental value of our market capitalization with less emphasis on technical-driven short-term moves.

We thank our shareholders for their continued support and we remain committed to shareholder value.

Joey Chung, Co-Founder and CEO

Motoko Imada, Co-Founder and President

*¹ According to PICTOLINE's internal data and estimates

*² Management Adjusted EBITDA is a non-IFRS Company-specific performance measure that excludes the impact of public company costs to enhance comparability between performance of the private Company in FY2024 and the public Company in FY2025; this performance measure may not follow conventional calculation

About TNL Mediagene

Headquartered in Tokyo, TNL Mediagene was formed in May 2023 through the merger of Taiwan's The News Lens Co. and Japan's Mediagene Inc., two of the region's leading independent digital media groups. TNL Mediagene's operations span original and licensed media brands in Japanese, Chinese, and English, covering topics such as news, business, technology, science, food, sports, and lifestyle. It also offers AI-driven advertising services, marketing technology platforms, ecommerce, and innovative solutions tailored to the needs of advertising agencies. Known for its political neutrality, appeal to younger audiences, and high-quality content, TNL Mediagene has approximately 500 employees across Asia, with offices in Japan, Taiwan, and Hong Kong.

https://www.tnlmediagene.com/

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to TNL Mediagene. Forward-looking statements generally relate to future events or TNL Mediagene's future financial or operating performance. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements in this communication include, but are not limited to, statements about TNL Mediagene's future business plan and growth strategies and statements by TNL Mediagene's management. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for TNL Mediagene to predict these events or how they may affect TNL Mediagene. In addition, risks and uncertainties are described in TNL Mediagene's filings with the Securities and Exchange Commission, including the risks and uncertainties set forth under the heading "Risk Factors" in TNL Mediagene's Annual Report on Form 20-F filed on April 30, 2025, as may be supplemented or amended by the TNL Mediagene's Reports of a Foreign Private Issuer on Form 6-K. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. TNL Mediagene cannot assure you that the forward-looking statements in this communication will prove to be accurate. There may be additional risks that TNL Mediagene presently does not know or that TNL Mediagene currently does not believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by TNL Mediagene, its directors, officers or employees or any other person. Except as required by applicable law, TNL Mediagene does not have any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of TNL Mediagene as of any date subsequent to the date of this communication.

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SOURCE TNL Mediagene

FAQ

What is TNL Mediagene's FY2025 revenue guidance (TNMG)?

TNL Mediagene guided $49.1 million in revenue for FY2025.

Does TNMG expect profitability in FY2025 on an adjusted basis?

Yes; Management Adjusted EBITDA is guided to $0.8 million, the first adjusted profitable year.

How did TNMG change its capital structure in 2025?

The company repaid a $4.7M convertible note, raised $2.15M equity and obtained a $1.5M convertible from 3i with improved terms.

Which strategic partners did TNL Mediagene sign in 2025?

Key partnerships announced include CMoney, PChome and Geniee to expand commerce and ad-tech offerings.

What impact are AI SEO shifts having on TNMG's business?

The company reports industry-wide AI SEO shifts have pressured its Media & Branded Content unit, causing flat or slightly lower revenue.

What are TNMG's projected public company costs for FY2025?

Public company costs are projected at approximately $3.75–4.0 million for FY2025.

What commercial success examples did TNMG report in 2025?

The GIZMART Keychron launch generated over ¥200 million GMV in the first 12 days.