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Bragg Gaming (NASDAQ: BRAG) holds margins, signs Drayton deal in Q1 2026

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bragg Gaming Group reported first-quarter 2026 results showing stable revenue and narrower losses while outlining an acquisition-led growth plan. Revenue edged up 0.6% to €25.7m, driven by Brazil and a short-term uplift in the Netherlands. Gross profit was €14.2m with a 55.5% margin, slightly lower as third-party aggregation made up a larger share of sales.

Operating loss improved to €1.4m and net loss to €1.2m, helped by lower selling, general and administrative costs and the absence of prior-year deferred consideration charges. EBITDA reached €3.2m and Adjusted EBITDA was broadly flat at €4.0m, a 15.7% margin.

Cash from operations was €1.6m, but higher development spending and loan and lease repayments reduced cash to €3.4m. Bragg reaffirmed full-year 2026 guidance of €97.0m–€104.5m revenue and €16.0m–€19.0m Adjusted EBITDA, and highlighted expected savings from a 12% workforce reduction and an AI-focused efficiency program. After quarter-end, it signed a binding letter of intent to acquire Drayton International for €7.69m in stock, expanding its gaming technology and studio footprint, subject to definitive agreements and regulatory and listing approvals.

Positive

  • None.

Negative

  • None.

Insights

Results were steady, with modest margin pressure and controlled leverage.

Bragg Gaming delivered essentially flat year-on-year revenue at €25.7m and Adjusted EBITDA of €4.0m. Mix shifted toward third-party aggregation, lowering gross margin to 55.5%, while disciplined operating costs narrowed the operating loss to €1.4m.

Cash from operations of €1.6m covered a portion of development and financing outflows, reducing cash to €3.4m. Revolving credit facility borrowings of about CAD 4.5m translated into loans payable of €2.8m, and covenant compliance was maintained, indicating manageable leverage based on the disclosed ratios.

The reaffirmed 2026 revenue range of €97.0m–€104.5m and Adjusted EBITDA of €16.0m–€19.0m depends on continued execution in Brazil, North America and higher-margin proprietary content. The Drayton International stock-based acquisition, valued at €7.69m, is relatively small versus total assets and still subject to definitive documentation and regulatory approvals.

Q1 2026 revenue €25.7m Three months ended March 31, 2026
Q1 2026 net loss €1.2m Three months ended March 31, 2026
Q1 2026 EBITDA €3.2m Three months ended March 31, 2026
Q1 2026 Adjusted EBITDA €4.0m Three months ended March 31, 2026; 15.7% margin
Cash balance €3.4m Cash and cash equivalents as of March 31, 2026
Loans payable €2.8m Revolving credit facility and other loans as of March 31, 2026
Drayton deal value €7.69m Aggregate consideration for Drayton International, post quarter-end LOI
2026 revenue guidance €97.0m–€104.5m Full-year 2026 revenue outlook
Adjusted EBITDA financial
"The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 4.0m"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted EBITDA Margin financial
"Adjusted EBITDA Margin decreasing by 35 bps to 15.7% (1Q25: 16.0%)"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Omnibus Incentive Equity Plan financial
"The Company maintains a fixed Omnibus Incentive Equity Plan (“OEIP”) for certain employees and consultants."
share appreciation rights financial
"On December 29, 2024, the Company introduced a SARs plan for key members of management"
revolving credit facility financial
"The agreement in respect of the revolving credit facility includes customary legal and financial covenants"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
expected credit loss provision financial
"The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables"

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2026

 

Commission File Number: 001-40759

 

 

 

Bragg Gaming Group Inc.

(Translation of registrant's name into English)

 

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨               Form 40-F x

 

 

 

 

 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

Exhibit   Description
99.1   Interim Unaudited Condensed Consolidated Financial Statements for the three -month period ended March 31, 2026
99.2   Management Discussion & Analysis for the three-month period ended March 31, 2026
99.3   Certification of Interim Filings by CEO, dated May 14, 2026
99.4   Certification of Interim Filings by CFO, dated May 14, 2026
99.5   News release, dated May 14, 2026

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BRAGG GAMING GROUP INC.
   
Date: May 14, 2026  
  By: (signed) Robert Bressler
  Name: Robert Bressler
  Title: Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

BRAGG GAMING GROUP INC.

 

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

 

Three-month period ended March 31, 2026 and March 31, 2025

 

Presented in Euros (Thousands)

 

 

 

 

TABLE OF CONTENTS

 

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
1 GENERAL INFORMATION 5
2 MATERIAL ACCOUNTING POLICIES 5
3 LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE 6
4 SHARE CAPITAL 7
5 WARRANTS 7
6 SHARE BASED COMPENSATION 8
7 GOODWILL 11
8 DEFERRED CONSIDERATION 12
9 RIGHT OF USE ASSETS 13
10 INTANGIBLE ASSETS 14
11 TRADE AND OTHER RECEIVABLES 14
12 TRADE PAYABLES AND OTHER LIABILITIES 15
13 LEASE LIABILITIES 16
14 LOANS PAYABLE 17
15 RELATED PARTY TRANSACTIONS 18
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 20
17 SUPPLEMENTARY CASHFLOW INFORMATION 23
18 SEGMENT INFORMATION 25
19 INCOME TAXES 26
20 CONTINGENT LIABILITIES 27
21 SUBSEQUENT EVENTS 27

 

 

1

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      Three Months Ended March 31, 
   Note  2026   2025 
Revenue  3, 18   25,652    25,505 
Cost of revenue  3   (11,425)   (11,221)
Gross Profit      14,227    14,284 
              
Selling, general and administrative expenses  3   (15,666)   (15,807)
Loss on remeasurement of deferred consideration  3, 8       (157)
Operating Loss      (1,439)   (1,680)
              
Net interest income (expense) and other financing charges  3, 14   174    (346)
Loss Before Income Taxes      (1,265)   (2,026)
              
Income taxes recovery (expense)  19   79    (614)
Net Loss      (1,186)   (2,640)
              
Items to be reclassified to net loss:             
Cumulative translation adjustment      301    (1,423)
Net Comprehensive Loss      (885)   (4,063)
              
Basic Loss Per Share      (0.05)   (0.11)
Diluted Loss Per Share      (0.05)   (0.11)
              
       Millions     Millions  
Weighted average number of shares - basic      25.6    25.1 
Weighted average number of shares - diluted      25.6    25.1 

 

See accompanying notes to the interim unaudited condensed consolidated financial statements.

 

 

2

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      As at   As at 
      March 31,   December 31, 
   Note  2026   2025 
Cash and cash equivalents      3,413    6,658 
Trade and other receivables  11, 16   19,483    21,122 
Prepaid expenses and other assets      2,597    3,905 
Total Current Assets      25,493    31,685 
Property and equipment      1,061    1,198 
Right-of-use assets  9   3,707    3,975 
Intangible assets  10   29,995    30,421 
Goodwill  7   31,453    31,206 
Investments in associates      443    459 
Other assets      405    405 
Total Assets      92,557    99,349 
              
Trade payables and other liabilities  12, 16   22,497    25,520 
Income taxes (receivable) payable  19   (50)   1,824 
Lease obligations on right of use assets  13   1,354    1,367 
Share appreciation rights liability  6   347    471 
Loans payable  14   2,834    3,512 
Total Current Liabilities      26,982    32,694 
Deferred income tax liabilities  19   463    509 
Lease obligations on right of use assets  13   2,412    2,725 
Share appreciation rights liability  6   100    123 
Other non-current liabilities      596    596 
Total Liabilities      30,553    36,647 
              
Share capital  4   133,985    133,946 
Contributed surplus      17,821    17,673 
Accumulated deficit      (90,647)   (89,461)
Accumulated other comprehensive income      845    544 
Total Equity      62,004    62,702 
Total Liabilities and Equity      92,557    99,349 

 

See accompanying notes to the interim unaudited condensed consolidated financial statements.

 

Approved on behalf of the Board of Directors

 

Matevž Mazij Holly Gagnon
Chief Executive Officer Chair of the Board of Directors

 

 

3

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

                  Accumulated     
                  other     
      Share   Contributed   Accumulated   comprehensive   Total 
   Note  capital   surplus   Deficit   income (loss)   Equity 
Balance as at January 1, 2025      131,729    17,680    (81,210)   5,300    73,499 
Exercise of stock options  6   124    (87)           37 
Share-based compensation  6       368            368 
Net loss for the period              (2,640)       (2,640)
Other comprehensive loss                  (1,423)   (1,423)
Balance as at March 31, 2025      131,853    17,961    (83,850)   3,877    69,841 
                             
Balance as at January 1, 2026      133,946    17,673    (89,461)   544    62,702 
Exercise of deferred share units  6   39    (39)            
Share-based compensation  6       187            187 
Net loss for the period              (1,186)       (1,186)
Other comprehensive income                  301    301 
Balance as at March 31, 2026      133,985    17,821    (90,647)   845    62,004 

 

See accompanying notes to the interim unaudited condensed consolidated financial statements.

 

 

4

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      Three Months Ended March 31, 
   Note  2026   2025 
Operating Activities             
Net loss      (1,186)   (2,640)
Add:             
Net interest expense and other financing charges  3, 14   128    346 
Depreciation and amortization  3   4,683    4,720 
Share based compensation  6   38    846 
Loss on remeasurement of deferred consideration  3, 8       157 
Unrealized foreign exchange gain      (26)   (38)
Income taxes (recovery) expense  19   (79)   614 
       3,558    4,005 
Change in working capital  17   (1,500)   643 
Income taxes paid  19   (411)   (154)
Cash Flows From Operating Activities      1,647    4,494 
              
Investing Activities             
Purchases of property and equipment      (23)   (80)
Additions of intangible assets  10   (3,424)   (2,874)
Loan receivables          (350)
Cash Flows (Used In) Investing Activities      (3,447)   (3,304)
              
Financing Activities             
Proceeds from exercise of stock options  6       37 
Repayment of lease liability  13   (386)   (344)
Repayment of loans payable  14   (689)    
Interest and financing fees      (79)   (249)
Cash Flows (Used In) Financing Activities      (1,154)   (556)
              
Effect of foreign currency exchange rate changes on cash and cash equivalents      (291)   (286)
Change In Cash And Cash Equivalents      (3,245)   348 
Cash and cash equivalents at beginning of period      6,658    10,467 
Cash And Cash Equivalents At End Of Period      3,413    10,815 

 

See accompanying notes to the interim unaudited condensed consolidated financial statements.

 

 

5

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

1   GENERAL INFORMATION

 

Nature of operations

 

Bragg Gaming Group Inc. and its subsidiaries (collectively, “Bragg” or the “Company”) are, primarily and collectively, a business-to-business (“B2B”) online gaming technology platform and casino content aggregator.

 

The registered and head office of the Company is located at 130 King Street West, Suite 1955, Toronto, Ontario, Canada M5X 1E3.

 

2   MATERIAL ACCOUNTING POLICIES

 

The interim unaudited condensed consolidated financial statements (“interim financial statements”) were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.

 

Statement of compliance and basis of presentation

 

The accompanying interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting and do not include all of the information required for annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.

 

These interim financial statements are prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”) which are measured at fair value. The material accounting policy information set out in note 2 of the audited consolidated financial statements for the year ended December 31, 2025 have been applied consistently in the preparation of the interim financial statements for all periods presented.

 

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on May 14, 2026.

 

 

6

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

3   LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

 

The loss before income taxes is classified as follows:

 

      Three Months Ended March 31, 
   Note  2026   2025 
Revenue  20   25,652    25,505 
Cost of revenue      (11,425)   (11,221)
Gross Profit      14,227    14,284 
              
Salaries and subcontractors      (6,588)   (6,574)
Share based compensation  8   (38)   (846)
Total employee costs      (6,626)   (7,420)
Depreciation and amortization      (4,683)   (4,720)
IT and hosting      (1,560)   (1,281)
Professional fees      (1,270)   (1,086)
Corporate costs      (125)   (132)
Sales and marketing      (384)   (297)
Bad debt expense  13   (235)   (131)
Travel and entertainment      (307)   (331)
Other operational costs      (476)   (409)
Selling, General and Administrative Expenses      (15,666)   (15,807)
              
Loss on remeasurement of deferred consideration  10       (157)
Operating Loss      (1,439)   (1,680)
              
Interest income      (4)   4 
Accretion on liabilities  10       (73)
Foreign exchange gain      302    35 
Interest and financing fees      (124)   (312)
Net Interest Income (Expense) and Other Financing Charges      174    (346)
Loss Before Income Taxes      (1,265)   (2,026)

 

 

7

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

4   SHARE CAPITAL

 

Authorized - Unlimited Common Shares, fully paid

 

The following is a continuity of the Company’s share capital:

 

      Note  Number   Value 
January 1, 2025  Balance      25,042,982    131,729 
February 6, 2025  Exercise of FSO  8   25,000    124 
March 31, 2025  Balance      25,067,982    131,853 
                 
January 1, 2026  Balance      25,553,293    133,946 
February 2, 2026  Exercise of DSU  8   20,991    39 
March 31, 2026  Balance      25,574,284    133,985 

 

The Company’s common shares (“shares”) have no par value.

 

5   WARRANTS

 

The following are continuities of the Company’s warrants:

 

            Warrants 
            issued as part of 
Number of Warrants           convertible debt 
January 1, 2025      Balance    979,048 
March 31, 2025      Balance    979,048 
              
January 1, 2026      Balance    979,048 
March 31, 2026      Balance    979,048 

 

Each unit consists of the following characteristics:

 

   Warrants 
   issued as part of 
   convertible debt 
Number of shares   1 
Number of Warrants    
Exercise price of unit (CAD)   9.28 

 

On September 5, 2022, the Company issued 979,048 warrants, each exercisable at CAD 9.28 for one common share and expiring five years from issuance. The warrants include acceleration clauses based on the Company’s share price performance, which may result in partial or full expiry if not exercised within a specified period. As the combined fair value of the host debt liability and derivative liability exceeded the transaction price, no value was allocated to the warrants in equity.

 

 

8

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6   SHARE BASED COMPENSATION

 

The Company maintains a fixed Omnibus Incentive Equity Plan (“OEIP”) for certain employees and consultants. The plan was approved at an annual and special meeting of shareholders on November 27, 2020.

 

The following is a continuity of the Company’s OEIP:

 

   DSU   RSU   SAR   FSO 
                   Weighted 
   Outstanding   Outstanding   Outstanding   Outstanding   Average 
   DSUs   RSUs   SARs   FSOs   Exercise 
   (Number of   (Number of   (Number of   (Number   Price / Share 
   of shares)   of shares)   of shares)   of shares)   CAD 
Balance as at January 1, 2025   26,666    280,000    1,329,082    1,602,346    8.81 
Granted                    
Exercised               (20,000)   2.30 
Forfeited / Cancelled               (2,530)   10.07 
Balance as at March 31, 2025   26,666    280,000    1,329,082    1,579,816    8.89 
                          
Balance as at January 1, 2026   26,666    100,000    1,567,359    877,176    9.71 
Granted   72,005                 
Exercised   (20,991)                
Forfeited / Cancelled           (144,529)        
Balance as at March 31, 2026   77,680    100,000    1,422,830    877,176    9.71 

 

The following table summarizes information about the outstanding share options as at March 31, 2026:

 

   Outstanding   Exercisable 
       Weighted   Weighted       Weighted 
       Average   Average       Average 
   FSOs   Remaining   Exercise   FSOs   Exercise 
Range of exercise  (Number   Contractual   Price / Share   (Number   Price / Share 
prices (CAD)  of shares)   Life (Years)   CAD   of shares)   CAD 
2.30 - 5.00   20,000    9    4.68    10,000    4.68 
5.01 - 8.62   466,888    5    7.69    400,660    7.70 
8.63 - 15.00   388,736    5    12.29    388,736    12.29 
15.01 - 33.30   1,552    0    33.30    1,552    33.30 
    877,176    5    9.71    800,948    9.94 

 

 

9

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6   SHARE BASED COMPENSATION (CONTINUED)

 

The following table summarizes information about the outstanding share options as at March 31, 2025:

 

   Outstanding   Exercisable 
       Weighted   Weighted       Weighted 
       Average   Average       Average 
   FSOs   Remaining   Exercise   FSOs   Exercise 
Range of exercise  (Number   Contractual   Price / Share   (Number   Price / Share 
prices (CAD)  of shares)   Life (Years)   CAD   of shares)   CAD 
2.30 - 5.00   20,000    10    4.68    -    - 
5.01 - 8.62   1,131,081    2    7.72    947,740    7.77 
8.63 - 15.00   427,183    6    12.11    427,173    12.11 
15.01 - 33.30   1,552    1    33.30    1,552    33.30 
    1,579,816    3    8.89    1,376,465    9.15 

 

Fixed Stock Options (“FSOs”)

 

During the three months ended March 31, 2026, no FSOs were granted (three months ended March 31, 2025: none).

 

During the three months ended March 31, 2026, no FSOs were exercised. During the three months ended March 31, 2025, 20,000 common shares of the Company were issued upon exercise of FSOs. Upon exercise of FSOs, for the three months ended March 31, 2025, EUR 87 was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of FSOs during the three months ended March 31, 2025, totaled EUR 37.

 

During the three months ended March 31, 2026, a share-based compensation charge of EUR 26 (three months ended March 31, 2025: EUR 98) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Deferred Share Units (“DSUs”)

 

Exercises of grants may only be settled in shares, and only when the employee or consultant has left the Company. Under the OEIP, the Company may grant options of its shares at nil cost that vest immediately.

 

During the three months ended March 31, 2026, 72,005 DSUs were granted (three months ended March 31, 2025: none), with a fair value of between CAD 2.31 and CAD 3.00 per unit, determined as the share price on the date of grant.

 

During the three months ended March 31, 2026, 20,991 shares were issued upon settlement of DSUs (three months ended March 31, 2025: none). For the three months ended March 31, 2026, upon settlement of DSUs, EUR 39 (three months ended March 31, 2025: EUR nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

 

 

10

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6   SHARE BASED COMPENSATION (CONTINUED)

 

Deferred Share Units (“DSUs”) (continued)

 

During the three months ended March 31, 2026, a share-based compensation charge of EUR 116 (three months ended March 31, 2025: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Restricted Share Units (“RSUs”)

 

During the three months ended March 31, 2026, no RSUs were granted (three months ended March 31, 2025: none).

 

During the three months ended March 31, 2026, no RSUs were settled (three months ended March 31, 2025: none).

 

During the three months ended March 31, 2026, a share-based compensation charge of EUR 45 (three months ended March 31, 2025: EUR 270) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Share Appreciation Rights (“SARs”) Plan

 

On December 29, 2024, the Company introduced a SARs plan for key members of management, which provided incentive compensation based on the appreciation in the value of the Company’s shares, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business. The amount of the cash payment is determined based on the increase in the share price of the Company between the grant date and the time of the exercise.

 

During the three months ended March 31, 2026, no SARs were granted (three months ended March 31, 2025: none).

 

These SAR units, which have a term of not exceeding five years, vest as follows:

 

·1/3 on the first anniversary of the grant date
·1/3 on the second anniversary of the grant date
·1/3 on the third anniversary of the grant date

 

Details of the liabilities arising from the SARs were as follows:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Total carrying amount of liabilities for SARs   447    594 

 

The fair value of the SARs has been measured using Black-Scholes valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

 

 

11

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6   SHARE BASED COMPENSATION (CONTINUED)

 

Share Appreciation Rights (“SARs”) Plan (continued)

 

The inputs used in the measurement of the fair values at the measurement date of the SARs were as follows:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Expected dividend yield (%)   0.00    0.00 
Expected share price volatility (%)   61.22 - 65.77    63.31 - 66.00 
Risk-free interest rate (%)   3.92    3.73 
Expected life of options (years)   4.08 - 4.71    5.00 
Share price (CAD)   2.43    2.88 
Forfeiture rate (%)   0.00    0.00 

 

Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.

 

During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge EUR 478) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

7   GOODWILL

 

The following is a continuity of the Company’s goodwill:

 

As at January 1, 2025   32,722 
Effect of Movement in exchange rates   (1,516)
As at December 31, 2025   31,206 
      
Effect of movements in exchange rates   247 
As at March 31, 2026   31,453 

 

The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming International LLC, Wild Streak LLC and Spin Games LLC. The Company completed its annual impairment tests for goodwill as at December 31, 2025 and concluded that there was no impairment.

 

 

12

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

8   DEFERRED CONSIDERATION

 

The following is a continuity of the Company’s deferred consideration:

 

Balance as at January 1, 2025   1,244 
Accretion expense   168 
Shares issued as deferred consideration   (1,380)
Loss on remeasurement of deferred consideration   157 
Effect of movements in exchange rates   (189)
Balance as at December 31, 2025    

 

Spin Games LLC

 

On June 1, 2022, the Company acquired Spin Games LLC. The Company agreed deferred consideration payments in shares of the Company over three years from the effective date recorded with a present value of EUR 4,003. The discount for lack of marketability (DLOM) on June 1, 2022, was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of between 71.4% and 80.9%, an annual dividend rate of 0% and time to maturity of 1-3 years.

 

On June 5, 2025, the deferred consideration payable was fully settled upon its three-year anniversary, with the issuance of 371,496 shares.

 

During the three months ended March 31, 2025, an accretion expense of EUR 73 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

During the three months ended March 31, 2025, a loss on remeasurement of deferred consideration of EUR 157 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

 

13

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

9   RIGHT OF USE ASSETS

 

   Right of use 
   assets 
Cost     
Balance as at December 31, 2024   4,877 
Additions   1,683 
Modifications   5 
Disposals   (125)
Effect of movement in exchange rates   (148)
Balance as at December 31, 2025   6,292 
Additions    
Modifications   21 
Disposals    
Effect of movement in exchange rates   31 
Balance as at March 31, 2026   6,344 
      
Accumulated Depreciation     
Balance as at December 31, 2024   1,367 
Depreciation   1,106 
Disposals   (63)
Modifications    
Effect of movement in exchange rates   (93)
Balance as at December 31, 2025   2,317 
Depreciation   302 
Disposals    
Modifications   33 
Effect of movement in exchange rates   (15)
Balance as at March 31, 2026   2,637 
      
Carrying Amount     
Balance as at December 31, 2025   3,975 
Balance as at March 31, 2026   3,707 

 

During the three months ended March 31, 2026, depreciation expense of EUR 302 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 214).

 

 

14

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

10   INTANGIBLE ASSETS

 

       Deferred                 
   Intellectual   Development   Customer             
   Property   Costs   Relationships   Brands   Other   Total 
Cost                              
Balance as at December 31, 2024   19,275    33,207    26,083    2,201    298    81,064 
Additions   2,586    11,905                14,491 
Effect of movement in exchange rates   (805)   (568)   (2,508)   (100)   (12)   (3,993)
Balance as at December 31, 2025   21,056    44,544    23,575    2,101    286    91,562 
Additions   505    2,919                3,424 
Effect of movement in exchange rates   174    129    409    17    5    734 
Balance as at March 31, 2026   21,735    47,592    23,984    2,118    291    95,720 
                               
Accumulated Amortization                              
Balance as at December 31, 2024   11,386    20,274    11,149    2,135    261    45,205 
Amortization   2,626    11,972    3,122    61    84    17,865 
Effect of movement in exchange rates   (432)   (259)   (1,068)   (95)   (75)   (1,929)
Balance as at December 31, 2025   13,580    31,987    13,203    2,101    270    61,141 
Amortization   1,654    1,766    759        0    4,179 
Effect of movement in exchange rates   89    69    225    17    5    405 
Balance as at March 31, 2026   15,323    33,822    14,187    2,118    275    65,725 
                               
Carrying Amount                              
Balance as at December 31, 2025   7,476    12,557    10,372        16    30,421 
Balance as at March 31, 2026   6,412    13,770    9,797        16    29,995 

 

During the three months ended March 31, 2026, amortization expense of EUR 4,179 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 4,389).

 

11   TRADE AND OTHER RECEIVABLES

 

Trade and other receivables comprise:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Trade receivables   18,123    20,398 
Sales tax   1,360    724 
Trade and other receivables   19,483    21,122 

 

 

15

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

11   TRADE AND OTHER RECEIVABLES (CONTINUED)

 

The following is an aging of the Company’s trade receivables:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Less than one month   16,650    17,858 
Between two and three months   1,403    2,697 
Greater than three months   1,785    1,370 
    19,838    21,925 
Provision for expected credit losses   (1,715)   (1,527)
Trade receivables   18,123    20,398 

 

The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables:

 

Balance as at December 31, 2024   2,497 
Bad debt written-off   (1,431)
Net increase in provision for doubtful debts   461 
Balance as at December 31, 2025   1,527 
Bad debt written-off   (47)
Net decrease in provision for doubtful debts   235 
Balance as at March 31, 2026   1,715 

 

12   TRADE PAYABLES AND OTHER LIABILITIES

 

Trade payables and other liabilities comprises:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Trade payables   8,849    9,148 
Accrued liabilities   13,607    16,300 
Other payables   41    72 
Trade payables and other liabilities   22,497    25,520 

 

 

16

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

13   LEASE LIABILITIES

 

The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six (6) years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

 

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Company as a lessee.

 

Set out below are the carrying amounts of the lease liabilities and the movements for the period:

 

   March 31,   December 31, 
   2026   2025 
Balance as at beginning of the period   4,092    3,697 
Additions       1,683 
Disposals       (62)
Modifications   (12)   5 
Accretion of interests   26    112 
Payments   (386)   (1,287)
Effect of movement in exchange rates   46    (56)
Balance as at end of period   3,766    4,092 

 

During the three months ended March 31, 2026, the Company recognized lease expense within selling, general and administrative expenses associated to leases with a term of less than twelve months and lease of low-values assets amounting to EUR 19 (three months ended March 31, 2025: EUR 48).

 

The maturity analysis of lease liabilities are disclosed below:

 

   March 31,  2026 
   Present value   Total 
   of the minimum   minimum 
   lease payments   lease payments 
Within 1 year   1,354    1,436 
After 1 year but within 2 years   1,356    1,440 
After 2 years but within 5 years   1,056    1,061 
    3,766    3,937 
Less: Total future interest expenses        (171)
         3,766 

 

 

17

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

13   LEASE LIABILITIES (CONTINUED)

 

The following are the amounts recognized in the interim unaudited condensed consolidated statement of loss and comprehensive loss:

 

   Three Months Ended March 31, 
   2026   2025 
Amortization expense on right of use assets   302    214 
(Gain) Loss on lease modification   (30)   101 
Interest expense on lease liabilities   26    27 
Total amount recognized in profit or loss   298    342 

 

14   LOANS PAYABLE

 

The following is a continuity of the Company’s loans payable:

 

   Promissory note   Bank Loan   Total 
Balance as at January 1, 2025   6,579        6,579 
Proceeds from loan issuance       3,455    3,455 
Interest expense   363    81    444 
Interest paid   (512)   (67)   (579)
Repayment of principal   (6,139)       (6,139)
Effect of foreign currency exchange rate   (291)   43    (248)
Balance as at December 31, 2025       3,512    3,512 
                
Proceeds from loan issuance            
Interest expense       48    48 
Interest paid       (35)   (35)
Repayment of principal       (689)   (689)
Effect of foreign currency exchange rate       (2)   (2)
Balance as at March 31, 2026       2,834    2,834 

 

Promissory note

 

By the end of year ended December 31, 2025, the Company fully repaid the USD 7.0m secured promissory note.

 

During the three months ended March 31, 2025, interest expense of EUR 224 in respect of the promissory note recognized within net interest expense and other financing charges.

 

 

18

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

14   LOANS PAYABLE (CONTINUED)

 

Revolving credit facility

 

Covenants

 

The agreement in respect of the revolving credit facility includes customary legal and financial covenants, including a requirement for the Company to maintain a Total Funded Debt to EBITDA ratio not exceeding 2.50:1.00, and a Fixed Charge Coverage Ratio of not less than 1.25:1.00. These financial covenants are to be tested on a consolidated basis at the end of each fiscal quarter.

 

The Company was in compliance with these covenants as at the reporting date.

 

Under the terms of the Company’s credit facility, interest and standby fees are payable based on the applicable benchmark rate plus a margin that varies according to the Company’s Total Funded Debt to EBITDA ratio, as set out below:

 

Interest

 

During the three months ended March 31, 2026, interest expense of EUR 48 in respect of the revolving credit facility was recognized within net interest expense and other financing charges (three months ended March 31, 2025: EUR nil).

 

Drawdowns

 

During the three months ended March 31, 2026, the Company did not make any additional drawdowns from the available revolving credit facility.

 

As at March 31, 2026, the Company had outstanding drawdowns totalling CAD 4.5m in CDN$ Term CORRA loans.

 

Repayments

 

During the three months ended March 31, 2026, the Company repaid a total of CAD 1.1m in CDN$ Prime Rate loans.

 

15   RELATED PARTY TRANSACTIONS

 

The Company’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions for those in the normal course of business. Transactions between the Company and its consolidated entities have been eliminated on consolidation and are not disclosed in this note.

 

All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.

 

 

19

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

15   RELATED PARTY TRANSACTIONS (CONTINUED)

 

Key Management Personnel

 

The Company’s key management personnel are comprised of members of the Board and the executive team.

 

Transactions with Shareholders, Key Management Personnel and Board of Directors

 

Transactions recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss between the Company and its shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

   Three Months Ended March 31, 
   2026   2025 
Salaries and subcontractors   (441)   (778)
Share based compensation   (468)   (624)
    (909)   (1,402)

 

Balances due to/from shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of financial position  As at   As at 
   March 31,   December 31, 
   2026   2025 
Accrued liabilities   (42)   (382)
Net related party payable   (42)   (382)

 

Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of changes in equity  Three Months Ended March 31, 
   2026   2025 
Exercise of DSUs, RSUs and FSOs        
Contributed surplus   (39)   (87)
Share capital   39    124 
Net movement in equity       37 

 

Interim unaudited condensed consolidated statements of changes in cash flow  Three Months Ended March 31, 
   2026   2025 
Proceeds from exercise of options       37 
        37 

 

 

20

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

The financial instruments measured at amortized cost are summarized below:

 

Financial Assets

 

   Financial assets as subsequently 
   measured at amortized cost 
   March 31,   December 31, 
   2026   2025 
Trade receivables   18,123    20,398 
Other assets   405    405 

 

Financial Liabilities

 

   Financial liabilities as subsequently 
   measured at amortized cost 
   March 31,   December 31, 
    2026    2025 
Trade payables   8,849    9,148 
Accrued liabilities   13,607    16,300 
Other liabilities   41    72 
Loans payable   2,834    3,512 
    25,331    29,032 

 

The carrying values of the financial instruments approximate their fair values.

 

Fair Value Hierarchy

 

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments.

 

   March 31, 2026   December 31, 2025 
   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
Financial assets                                        
Fair value through profit and loss:                                        
Cash and cash equivalents   3,413            3,413    6,658            6,658 
                                         
Financial liabilities                                        
Fair value through profit and loss:                                        
Share appreciation rights liability       447        447        594        594 

 

There were no transfers between the levels of the fair value hierarchy during the periods.

 

 

21

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

During the three months ended March 31, 2026, a gain (loss) of EUR nil (three months ended March 31, 2025: loss of EUR 157), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss on remeasurement of deferred consideration (Note 8) for financial instruments designated as FVTPL.

 

During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge of EUR 478) relating to share appreciation rights liability has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

As a result of holding and issuing financial instruments, the Company is exposed to certain risks. The following is a description of those risks and how the exposures are managed.

 

Liquidity risk

 

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash and cash equivalents in a cost-effective manner to fund its obligations as they come due. The Company will experience liquidity risks if it fails to maintain appropriate levels of cash and cash equivalents, is unable to access sources of funding or fails to appropriately diversify sources of funding. If any of these events were to occur, they could adversely affect the financial performance of the Company.

 

The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The Company is subject to externally imposed capital requirements in respect of its revolving credit facility (Note 14). The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2026:

 

   2026   2027   2028   2029   Thereafter   Total 
Trade payables and other liabilities   22,497                    22,497 
Lease obligations on right of use assets   1,436    1,440    727    290    44    3,937 
Loans payable   2,810                    2,810 
Share appreciation rights liability   2,739    1,435    132            4,306 
Other non-current liabilities   4    11    53    10    518    596 
    29,486    2,886    912    300    562    34,146 

 

 

22

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

Foreign currency exchange risk

 

The Company’s financial statements are presented in EUR; however, a portion of the Company’s net assets and operations are denominated in other currencies, particularly Canadian and US dollars, and Brazilian reals. Such net assets are translated into EUR at the foreign currency exchange rate in effect at the reporting date, and operations at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, the Company is exposed to foreign currency translation gains and losses, which are recorded in accumulated other comprehensive loss.

 

The Company is also exposed to risk on transaction in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and loss which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in an decrease of EUR 129 in earnings before income taxes while a depreciating EUR will have the opposite impact.

 

Credit risk

 

The Company is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to the Company including cash and cash equivalents, other assets and accounts receivable. Failure to manage credit risk could adversely affect the financial performance of the Company.

 

The Company mitigates the risk of credit loss relating to accounts receivable by evaluating the creditworthiness of new customers and establishes a provision for expected credit losses. The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, Financial Instruments, which permits the use of the lifetime expected loss provision for all accounts receivable. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

 

The provision matrix below shows the expected credit loss rate for each aging category of trade receivable as at March 31, 2026:

 

       Aging (months)     
   Note   <1   1 - 3   >3   Total 
Gross trade receivable   13    16,650    1,403    1,785    19,838 
Expected credit loss rate        2.44%   7.50%   67.40%   8.64%
Expected credit loss provision   13    407    105    1,203    1,715 

 

 

23

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2025:

 

       Aging (months)     
   Note   <1   1 - 3   >3   Total 
Gross trade receivable   13    17,858    2,697    1,370    21,925 
Expected credit loss rate        1.44%   3.74%   85.31%   6.96%
Expected credit loss provision   13    257    101    1,169    1,527 

 

Gross trade receivable includes the balance of accrued income within the aging category of less than one month.

 

Concentration risk

 

For the three months ended March 31, 2026, one customer (three months ended March 31, 2025: one customer) contributed more than 10% to the Company’s revenues. Aggregate revenues from this customer totaled EUR 4,528 for the three months ended March 31, 2026 (three months ended March 31, 2025: EUR 4,239).

 

As at March 31, 2026, one customer (December 31, 2025: none) constituted more than 10% to the Company’s accounts receivable. The balance owed by those customers totaled EUR 1,971 as at March 31, 2026. The Company continues to expand its customer base to reduce the concentration risk.

 

17   SUPPLEMENTARY CASHFLOW INFORMATION

 

Cash flows arising from changes in non-cash working capital are summarized below:

 

   Three Months Ended March 31, 
Cash flows arising from movement in:  2026   2025 
Trade and other receivables   1,628    (1,445)
Prepaid expenses and other assets   (105)   (84)
Trade payables and other liabilities   (3,023)   2,172 
Changes in working capital   (1,500)   643 

 

 

24

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

17   SUPPLEMENTARY CASHFLOW INFORMATION (CONTINUED)

 

During the three months ended March 31, 2026 and 2025, there were no significant non-cash transactions from investing and financing activities.

 

During the three months ended March 31, 2026 and 2025, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the interim unaudited condensed consolidated statement of loss and comprehensive loss for each period:

 

   Three Months Ended March 31, 2026   Three Months Ended March 31, 2025 
   Cash   Non-cash   Total   Cash   Non-cash   Total 
Interest income                        
Interest and financing fees   (79)   (23)   (102)   (249)   (32)   (281)
Foreign exchange gain   276    26    302        35    35 
Lease interest expense       (26)   (26)       (27)   (27)
Accretion expense on deferred consideration                   (73)   (73)
    197    (23)   174    (249)   (97)   (346)

 

 

25

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

18   SEGMENT INFORMATION

 

Operating

 

The Company has one reportable operating segment in its continuing operations, B2B online gaming.

 

Geography – Revenue

 

Revenue for continuing operations was generated from contracted customers in the following jurisdictions:

 

   Three Months Ended March 31, 
   2026   2025 
Malta   5,830    4,551 
Netherlands   4,485    6,350 
Brazil   2,864    2,102 
United States   2,498    3,044 
Curaçao   1,772    2,587 
Belgium   1,634    1,233 
Croatia   1,449    1,093 
Marshall Islands   1,138    1,550 
Czech Republic   828    875 
Isle of Man   809    172 
Other   2,345    1,948 
Revenue   25,652    25,505 

 

This segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

 

Geography – Non-Current Assets

 

Non-current assets are held in the following jurisdictions:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
United States   61,136    61,699 
Rest of the world   5,928    5,965 
Non-current assets   67,064    67,664 

 

 

26

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

19   INCOME TAXES

 

The components of income taxes recognized in the interim unaudited condensed consolidated statements of financial position are as follows:

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Income taxes receivable (payable)   50    (1,824)
Deferred income tax liabilities   (463)   (509)

 

The components of income taxes recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss are as follows:

 

   Three Months Ended March 31, 
   2026   2025 
Current income taxes (recovery) expense   (33)   657 
Deferred income taxes recovery   (46)   (43)
Total income taxes (recovery) expense   (79)   614 

 

There is no income tax expense recognized in other comprehensive loss.

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Deferred tax assets          
Lease obligations on right of use assets   860    910 
Non-capital losses carried forward   9    32 
           
Deferred tax liabilities          
Goodwill and intangible assets   (462)   (509)
Right-of-use assets   (847)   (910)
Property and equipment   (23)   (32)
Deferred income tax liabilities   (463)   (509)

 

 

27

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

19   INCOME TAXES (CONTINUED)

 

The reasons for the difference between the actual tax charge for the year and the standard rate of Company tax applied to profits for the period are as follows:

 

   Three Months Ended March 31, 
   2026   2025 
Consolidated loss before income taxes   (1,265)   (2,026)
Effective tax rate   26.5%   26.5%
Effective income taxes recovery   (335)   (537)
Effect of tax rate in foreign jurisdictions   158    296 
Non-deductible and non-taxable items   10    246 
Change in tax benefits not recognized   488    609 
Adjustment of prior year tax payable   63     
Change in estimate for tax refunds in Malta   (463)    
Total income taxes (recovery) expense   (79)   614 

 

20   CONTINGENT LIABILITIES

 

In the ordinary course of business, the Company is involved in and potentially subject to, legal actions and proceedings. These may include, but are not limited to, claims regarding content performance and related errors.

 

In addition, the Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, any of which events could lead to reassessments.

 

21   SUBSEQUENT EVENTS

 

On May 14, 2026, subsequent to the reporting date, the Company entered into a binding letter of intent to acquire 100% of the equity interests of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms.

 

The aggregate consideration is EUR 7.69m (approximately USD 9.0m), to be settled entirely through the issuance of newly issued common shares of the Company (the "Transaction"). The Company will also hold rights of first offer and matching rights over each of Drayton's five portfolio studios.

 

The Transaction is subject to the execution of a definitive acquisition agreement, applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the Transaction on the TSX and the Nasdaq, and the satisfaction of certain other closing conditions customary for a transaction of this nature.

 

 

 

 

Exhibit 99.2

 

 

Bragg Gaming Group Inc.

 

MANAGEMENT DISCUSSION & ANALYSIS FOR THE three-MONTH PERIOD

ENDED MARCH 31, 2026

 

 

 

TABLE OF CONTENTS

 

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2026

 

1. MANAGEMENT DISCUSSION & ANALYSIS 2
2. CAUTION REGARDING FORWARD-LOOKING STATEMENTS 3
3. LIMITATIONS OF KEY METRICS AND OTHER DATA 3
4. OVERVIEW OF 1Q26 4
5. FINANCIAL RESULTS 8
5.1 Basis of financial discussion 8
5.2 Selected interim information 9
5.3 Other financial information 9
5.4 Selected financial information 11
5.5 Summary of quarterly results 12
5.6 Liquidity and capital resources 12
5.7 Cash flow summary 13
6 TRANSACTIONS BETWEEN RELATED PARTIES 14
7 DISCLOSURE OF OUTSTANDING SHARE DATA 15
8 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 16
9 CHANGES IN ACCOUNTING POLICY 16
10 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING 16
11 ADDITIONAL INFORMATION 16

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
1

 

 

1.MANAGEMENT DISCUSSION & ANALYSIS

 

This Management Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows for Bragg Gaming Group Inc. on a consolidated basis, for the three months ended March 31, 2026 (“1Q26”). References to “Bragg” or the “Company” in this MD&A refers to Bragg Gaming Group Inc. and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the information presented in the interim unaudited condensed consolidated financial statements for the three months ended March 31, 2026 (the “Interim Financial Statements”).

 

For reporting purposes, the Company prepared the Interim Financial Statements in European Euros (“EUR”) and, unless otherwise indicated, in conformity with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial information contained in this MD&A was derived from the Interim Financial Statements. Unless otherwise indicated, all references to a specific “note” refer to the notes to the Interim Financial Statements.

 

This MD&A references non-IFRS financial measures and metrics, including those under the headings “Selected Financial Information” and “Other Financial Information” below. The Company believes these non-IFRS financial measures and metrics will provide investors with useful supplemental information about the financial performance of its business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating its business and making decisions. Although management believes these financial measures are important in evaluating the Company, they are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS. Non-IFRS measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. These measures and metrics may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes. These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may nor otherwise be apparent when relying solely on IFRS measures. The non-IFRS measures and metrics used in this MD&A are “EBITDA”, “Adjusted EBITDA”, and “Adjusted EBITDA Margin”. See “Financial Results - Other Financial Information” in this MD&A for a reconciliation of these non-IFRS measures and metrics to their closest comparable IFRS measures and metrics.

 

This MD&A and, in particular the information in respect of Bragg’s prospective revenues and Adjusted EBITDA may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on Bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. Bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of Bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this MD&A was made as of the date of this MD&A and Bragg disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

 

Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to May 14, 2026, the date the Company’s Board of Directors (the “Board”) approved this MD&A.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
2

 

 

2.CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

This MD&A may contain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws in Canada and the U.S., including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management’s current expectations and projections and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect the Company, its subsidiaries and their respective customers and industries. Although the Company and management believe the expectations and projections reflected in such forward-looking statements are appropriate and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations and projections will prove accurate. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply” or the negative of these words or other variations or synonyms of these words or comparable terminology and similar expressions.

 

By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among other things, the Company’s stage of development, long-term capital requirements and future ability to fund operations, future developments in the Company’s markets and the markets in which it plans to compete, risks associated with its strategic alliances, the impact of entering new markets on the Company’s operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section in the Company’s current annual information form (the “AIF”), a copy of which is available electronically on the Company’s website, under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.

 

Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations and projections upon which they are based might not occur. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements in this MD&A describe the Company’s expectations and projections as of May 14, 2026, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

 

3.LIMITATIONS OF SELECTED FINANCIAL INFORMATION AND OTHER DATA

 

The Company’s selected financial information are calculated using internal Company data. While these numbers are based on what the Company believes to be reasonable judgments and estimates of customer numbers for the applicable period of measurement, there are certain challenges and limitations in measuring the usage of its product offerings across its customer base. In addition, the Company’s selected financial information and related estimates may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology and access to information.

 

For important information on the Company’s non-IFRS measures, see the information presented in “Selected financial information” below. The Company continually seeks to improve its estimates of its active customer base and the level of customer activity, and such estimates may change due to improvements or changes in the Company’s methodology.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
3

 

 

4.OVERVIEW OF 1Q26

 

Bragg Gaming: Overview and Strategy

 

Bragg is a content-driven business-to-business (“B2B”) iGaming and vertically integrated technology provider. Its suite of iGaming content and technology, commercial relationships and operational licenses allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 10,000 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its remote games server as well as aggregated, licensed games from top studios around the world.

 

The Company’s proprietary suite of products includes a player account management (“PAM”) platform, which provides the tools required to operate an online gaming business, including player engagement and data analysis software. The Company’s technology was developed on a greenfield basis and is not dependent on legacy code. The Company’s suite of products and services offers a one-stop solution to its customers that is adaptable to various gaming markets and legislative jurisdictions, including in North American, South American and European iGaming markets.

 

The Company was incorporated by Articles of Incorporation pursuant to the provisions of the Canada Business Corporations Act on March 17, 2004, and on December 20, 2018, the Company completed a business combination transaction to acquire Oryx Gaming International LLC (“Oryx”), a full turnkey iGaming solutions provider with an established customer base in Europe and Latin America.

 

In June 2021, the Company acquired Wild Streak LLC, doing business as Wild Streak Gaming (“Wild Streak”), a leading iGaming content studio based in Las Vegas, Nevada with a portfolio of proprietary titles distributed globally, including in the U.S. and Europe.

 

In June 2022, the Company acquired Spin Games LLC (“Spin”), a Reno, Nevada-based iGaming technology supplier and content provider licensed and active in key regulated North American jurisdictions.

 

In September 2022, the Company consolidated its group of companies including Oryx, Wild Streak and Spin under the single brand name, Bragg.

 

The Company is dual-listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”), both under the symbol BRAG.

 

The Company aims to grow its business as a vertically integrated B2B provider to regulated online casinos, regulated online sports betting, lottery and land-based casino offerings in global markets.

 

Driven by an experienced management team and offering its differentiated content portfolio, software-as-a-service technology and managed services, the Company aims to be a leading vertically integrated B2B provider to regulated online casinos, regulated online sports betting, lottery and land-based casino offerings in global markets.

 

Financial performance for the three months ended March 31, 2026

 

The Company is pleased to report on its financial performance during the three months ended March 31, 2026. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.

 

The Company has only one operating segment: B2B online gaming, and as at March 31, 2026 it derived 79.0% of its revenue from its games and content services, with the remainder of its revenue coming from iGaming platform and Turnkey solutions in addition to strategic technology licensing. The Company’s customer base consists only of online gaming operators. The principal products and services provided by the Company are the licensing of its iGaming technology, games and content, and managed services. For the three months ended March 31, 2026, the majority of the Company’s operating revenue was geographically based in Europe, though this segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
4

 

 

Revenue

 

For the three months ended March 31, 2026, the Company’s revenue1 increased from the same period in the previous year by 0.6% to EUR 25.7m (1Q25: EUR 25.5m), driven by strong performance in Brazil following the opening of the newly regulated market in 2025, as well as the short term uplift in the Netherlands from a fixed agreement.

 

Total games and content products revenue amounted to EUR 20.3m (1Q25: EUR 20.3m) and accounted for 79.0% (1Q25: 79.5%) of total revenues. Growth in this revenue stream has been supported by continued investment and innovation in its technology, games development and product offering.

 

Gross Profit

 

Gross profit decreased compared to the same period in the previous year by 0.4% to EUR 14.2m (1Q25: EUR 14.3m) with gross margin decreasing by 54 bps to 55.5% (1Q25: 56.0%). The gross profit margin decreased primarily due to a higher contribution from third-party and aggregation revenue, which accounted for 48.9% of total revenue in 1Q26 (1Q25: 45.0%), reflecting growth in the Brazilian market following its regulation in 2025.

 

Expenses

 

Selling, general and administrative expenses marginally decreased compared to the same period in the previous year by 0.9% to EUR 15.7m (1Q25: EUR 15.8m) representing to 61.1% of the total revenue (1Q25: 62.0%).

 

These changes in the quarter were driven by the following:

 

(a)Salaries and subcontractors remained flat at EUR 6.6m (1Q25: EUR 6.6m), which includes restructuring-related termination costs of EUR 0.8m incurred in 1Q26 and classified as Exceptional costs outside of the Adjusted EBITDA. On an underlying basis, excluding these exceptional costs, salaries and subcontractors decreased by EUR 0.4m, driven by improved headcount and operational efficiencies.

 

(b)Share based compensation costs amounted to nearly EUR nil (1Q25: EUR 0.8m). The decrease reflects a reduction in the fair value of share appreciation rights introduced and awarded to the executive management on December 29, 2024, primarily driven by lower share price at the end of the period.

 

Total employee costs (including share-based compensation charge) decreased by EUR 0.8m to EUR 6.6m (1Q25: EUR 7.4m).

 

(c)Information technology and hosting increased by EUR 0.3m to EUR 1.6m (1Q25: EUR 1.3m) as a result of hosting and security enhancements.

 

(d)Professional fees slightly increased by EUR 0.2m to EUR 1.3m (1Q25: EUR 1.1m) mainly comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs.

 

(e)Corporate costs amounted to EUR 0.1m (1Q25: EUR 0.1m) which relate to costs incurred in connection with the Company’s listing on the Nasdaq and TSX, as well as costs of investor and public relations activities as part of the Company’s general corporate strategy.

 

 

1 Revenue includes group share in Game and content, platform fees and management and turnkey solutions.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
5

 

 

(f)Sales and marketing increased by EUR 0.1m to EUR 0.4m (1Q25: EUR 0.3m) primarily due to timing of expenditure.

 

(g)Other operational costs increased to EUR 0.5m (1Q25: EUR 0.4m) primarily driven by revaluation of lease liabilities.

 

Profitability

 

For the three months ended March 31, 2026, total operating loss amounted to EUR 1.4m (1Q25: EUR 1.7m), a decrease of EUR 0.3m as a result of the decrease in selling, general and administrative expenses of EUR 0.1m, a gain/(loss) on remeasurement of deferred consideration of EUR nil (1Q25: a loss of EUR 0.2m), which was partially offset by the decrease in gross profit of EUR 0.1m.

 

The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 4.0m (1Q25: EUR 4.1m) with Adjusted EBITDA Margin decreasing by 35 bps to 15.7% (1Q25: 16.0%). For an explanation of the components of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation to Net Loss, see “Financial Results – Other Financial Information” in this MD&A.

 

Management currently expects the Company’s profitability to improve following a strategic realignment and headcount reductions announced on January 8, 2026, with a focus on integration and optimization.

 

Cash Flow

 

Cash flows generated from operating activities for the three months ended March 31, 2026 amounted to an inflow of EUR 1.7m (1Q25: EUR 4.5m) with the underlying operating performance decreasing to EUR 3.6m (1Q25: EUR 4.0m) coupled with net negative movement in working capital of EUR 1.5m and income taxes paid of EUR 0.4m (1Q25: net positive movement in working capital of EUR 0.6m and income taxes paid of EUR 0.2m).

 

Cash flows used in investing activities amounted to an outflow of EUR 3.4m (1Q25: EUR 3.3m), as a result of increased investment in software development costs.

 

Cash flows used in financing activities amounted to an outflow of EUR 1.2m (1Q25: EUR 0.6m), mainly due to the partial repayment of revolving credit facility of EUR 0.7m (1Q25: EUR nil), interest and financing fees of EUR 0.1m (1Q25: EUR 0.2m), repayment of lease liability of EUR 0.4m (1Q25: EUR 0.3m).

 

Financial Position

 

Cash and cash equivalents as at March 31, 2026 amounted to EUR 3.4m (December 31, 2025: EUR 6.7m), a decrease of EUR 3.3m as a result of EUR 1.7m cash generated from operating activities, offset by EUR 3.4m used in investing activities, EUR 1.2m used in financing activities and EUR 0.3m of foreign exchange loss.

 

Trade and other receivables as at March 31, 2026 totalled EUR 19.5m (December 31, 2025: EUR 21.1m), with the decrease driven by timing of billing and improved cash collection.

 

Trade payables and other liabilities as at March 31, 2026 decreased by EUR 3.0m to EUR 22.5m (December 31, 2025: EUR 25.5m), primarily driven by timing of payments.

 

Others

 

  · Drayton Acquisition: On May 14, 2026, subsequent to the reporting date, the Company entered into a binding letter of intent to acquire 100% of the equity interests of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms. The aggregate consideration is EUR 7.69m (approximately USD 9.0m), to be settled entirely through the issuance of newly issued common shares of the Company (the "Transaction"). The Company will also hold rights of first offer and matching rights over each of Drayton's five portfolio studios. The Transaction is subject to the execution of a definitive acquisition agreement, applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the Transaction on the TSX and the Nasdaq, and the satisfaction of certain other closing conditions customary for a transaction of this nature.

 

·Financing: During the three months ended March 31, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. During the three months ended March 31, 2026, the Company did not make any further draw downs from this available facility.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
6

 

 

·Share Capital: As of March 31, 2026, the number of issued and outstanding shares was 25,574,284 (December 31, 2025: 25,553,293), the number of outstanding awards from equity incentive plans was 1,054,856 (December 31, 2025: 1,003,842), and the number of warrants issued in connection with convertible debt was 979,048 (December 31, 2025: 979,048).

 

·Employees: As of March 31, 2026, the Company had 500 employees, contractors, and sub-contractors (March 31, 2025: 514) across Europe, North America, South America and India.

 

Strategic Progress

 

Bragg continuously delivers on its focused, global strategy of becoming a leader in iGaming by striving to provide best-in-class games and technology solutions which consistently meet and exceed industry standards.

 

Functioning as a go-to Nasdaq and TSX-listed regulated iGaming supplier to a dynamic portfolio of iGaming customers, Bragg can draw on a suite of online casino content and technology solutions which are available in more than 30 regulated iGaming jurisdictions globally.

 

The Company creates and delivers online casino content, including leading-edge proprietary content and top-tier online casino games from third-party studios. Bragg also serves as an enablement partner for online casino, sports betting and lottery operators looking to launch, run, scale and optimize their websites and apps for maximum success.

 

With a strong focus on the end user experience, Bragg leverages advanced analytics and increasingly powerful Artificial Intelligence (“AI”) with the aim of enhancing player engagement, maximizing of revenue potential and driving smarter, more efficient iGaming operations.

 

Central to the Company’s 2026 strategy is an ambitious “AI-First” transformation plan. By targeting 2027 for full implementation, Bragg aims to ensure AI-enhanced products become standard in over 90% of all launches and that AI impacts over 75% of operational workflows. This shift leverages the "Bragg AI Brain" to enhance player engagement, maximize revenue potential, and drive smarter, more efficient iGaming operations.

 

The Company’s strategic focus areas to achieve its vision are:

 

a)Shifting Revenue Concentration

 

The Company aims to increase the percentage of revenue derived from the development and delivery of proprietary online casino content in order to provide a more margin-accretive mix and to improve profitability, to further the Company’s goal of reducing reliance on revenue from aggregated, non-exclusive online casino content by year-end.

 

b)Brazil Growth

 

Bragg has seen consistent revenue growth in the Brazilian regulated iGaming market, having commenced operations on the day of the market opening on January 1, 2025. Bragg continues to assert its belief that its proprietary and exclusive content and aggregation business can capture a significant share of the USD 5.7 billion Brazilian market which is expected to rise to USD 7.7 billion by 2030, according to H2 Gambling Capital.

 

c)U.S. Market Penetration

 

Bragg believes that it is strategically positioned for significant growth in the U.S. market through the leveraging of its proprietary and exclusive content portfolio. By integrating with top-tier operators including FanDuel, DraftKings, Rush Street, Caesars and BetMGM and securing licenses in all key iGaming states, the Company’s content is accessible to over 90% of the U.S. regulated iGaming market, valued at over USD 10 billion, according to H2 Gambling Capital. The Company expects further states to introduce regulatory frameworks for online casino operations in the coming years, with the total addressable market at maturity projected at over USD 75 billion. The Company believe that it is well positioned to scale with the market. With technical integrations and commercial agreements already in place with the leading U.S. facing online casino operators, management believes that the projected costs and barriers for the Company to roll out in newly regulated U.S. jurisdictions are low, or negligible.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
7

 

 

d)Operational Excellence and Profitability

 

In early 2026, the Company initiated a strategic restructuring, including an approximately 12% reduction in its global workforce, to realign the organization and improve its cost structure. These efforts are expected to yield approximately EUR 4.5m in annualized cash savings, strengthening the Company’s financial foundation and accelerating the path to cash profitability and EBITDA growth.

 

Outlook

 

Revenue Guidance

 

Revenue for the year ended December 31, 2026 remains unchanged from that previously disclosed and is expected to be in the range of EUR 97.0m to EUR 104.5m, despite the Company anticipating that it will have to continue navigating increasingly complex regulatory compliance requirements and recent tax changes in the Netherlands and other regions in which the Company operates.

 

Adjusted EBITDA Guidance

 

Adjusted EBITDA for the year ended December 31, 2026 also remains unchanged and is forecasted to be in the range of EUR 16.0m to EUR 19.0m (representing an Adjusted EBITDA Margin of approximately 16.0% to 18.0%), supported by factors which include a continuing shift toward higher margin product offerings and the structural cost savings expected from the plans to utilize AI to drive cost efficiencies and improve operational excellence.

 

5.FINANCIAL RESULTS

 

5.1BASIS OF FINANCIAL DISCUSSION

 

The financial information presented below has been prepared to examine the results of operations from continuing activities.

 

The presentation currency of the Company is the Euro, while the functional currencies of its subsidiaries are Euro, Canadian dollar, United States dollar, British pound sterling, and Brazilian real due to primary location of individual entities within our corporate group. The presentation currency of the Euro has been selected as it best represents the majority of the Company’s economic inflows, outflows as well as its assets and liabilities.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
8

 

 

5.2SELECTED INTERIM INFORMATION

 

The primary non-IFRS financial measure which the Company uses is Adjusted EBITDA. When internally analyzing underlying operating performance, management excludes certain items from EBITDA (earnings before interest, tax, depreciation, and amortization).

 

   Three Months Ended   Three Months Ended 
   March 31,   March 31, 
EUR 000  2026   2025 
Revenue   25,652    25,505 
Net Loss   (1,186)   (2,640)
EBITDA   3,244    3,040 
Adjusted EBITDA   4,016    4,084 
           
Basic Loss Per Share   (0.05)   (0.11)
Diluted Loss Per Share   (0.05)   (0.11)

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Total assets   92,557    99,349 
Total non-current liabilities   3,571    3,953 
           
Dividends paid   nil    nil 

 

As at March 31, 2026, non-current financial liabilities primarily consists of EUR 2.4m in lease obligations on right of use assets in relation to office leases (December 31, 2025: EUR 2.7m).

 

With the exception of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, the financial data has been prepared to conform with IFRS as issued by the International Accounting Standards Board. These accounting principles have been applied consistently across for all reporting periods presented.

 

5.3OTHER FINANCIAL INFORMATION

 

To supplement its Interim Financial Statements presented in accordance with IFRS, the Company considers certain financial measures and metrics that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures and metrics in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that such measures and metrics help identify underlying trends in its business that could otherwise be masked by the effect of the expenses that it excludes in such measures.

 

The Company also believes that such measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. However, these measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. There are a number of limitations related to the use of such non-IFRS measures as opposed to their nearest IFRS equivalents. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this MD&A. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
9

 

 

The Company defined such non-IFRS measures as follows:

 

“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers.

 

“Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets. “Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.

 

A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows:

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Net Loss   (1,186)   (2,640)
Income taxes (recovery) expense   (79)   614 
Loss Before Income Taxes   (1,265)   (2,026)
Net interest income (expense) and other financing charges   (174)   346 
Depreciation and amortization   4,683    4,720 
EBITDA   3,244    3,040 
Depreciation of right-of-use assets   (302)   (214)
Lease interest expense   (26)   (27)
Gain on lease modification   (30)   (101)
Share based compensation   38    846 
Transaction and acquisition costs   40     
Exceptional costs   1,056    383 
Gain on disposal of tangible assets   (4)    
Loss on remeasurement of deferred consideration       157 
Adjusted EBITDA   4,016    4,084 

 

Exceptional costs during the three months ended March 31, 2026 amounted to EUR 1.1m mainly relating to restructuring-related termination costs.

 

Exceptional costs in the three months ended March 31, 2025 amounted to EUR 0.4m relating to legal and professional costs associated with non-recurring strategic process driven cost, corporate and regulatory matters, and expenses related to the Board’s strategic review.

 

Loss on remeasurement of deferred consideration during the three months ended March 31, 2025 was in respect of the remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin, which was fully settled on June 05, 2025, with the issuance of 371,496 shares.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
10

 

 

5.4SELECTED FINANCIAL INFORMATION

 

Selected financial information is as follows:

 

   Three Months Ended March 31, 
EUR 000  2026   2025   2024 
Revenue   25,652    25,505    23,811 
Operating Loss   (1,439)   (1,680)   (1,268)
EBITDA   3,244    3,040    2,609 
Adjusted EBITDA   4,016    4,084    3,411 

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Total assets   92,557    99,349 
Total liabilities   30,553    36,647 

 

TRADE AND OTHER RECEIVABLES

 

   As at   As at 
   March 31,   December 31, 
EUR 000  2026   2025 
Trade receivables   18,123    20,398 
Sales tax receivables   1,360    724 
Trade and other receivables   19,483    21,122 

 

The following is an aging of the Company’s trade receivables:

 

   As at   As at 
   March 31,   December 31, 
EUR 000  2026   2025 
Less than one month   16,650    17,858 
Between two and three months   1,403    2,697 
Greater than three months   1,785    1,370 
    19,838    21,925 
Provision for expected credit losses   (1,715)   (1,527)
Trade receivables   18,123    20,398 

 

TRADE PAYABLES AND OTHER LIABILITIES

 

   As at   As at 
   March 31,   December 31, 
EUR 000  2026   2025 
Trade payables   8,849    9,148 
Accrued liabilities   13,607    16,300 
Other liabilities   41    72 
Trade payables and other liabilities   22,497    25,520 

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
11

 

 

5.5SUMMARY OF QUARTERLY RESULTS

 

The following table presents the selected financial data for continuing operations for each of the past eight quarters of the Company.

 

   2026   2025   2024 
EUR 000  1Q26  4Q25  3Q25  2Q25  1Q25  4Q24  3Q24  2Q24
Revenue   25,652    27,686    26,804    26,079    25,505    27,160    26,169    24,861 
Operating loss   (1,439)   (88)   (1,202)   (2,348)   (1,680)   (654)   (406)   (1,215)
EBITDA   3,244    4,419    4,027    2,621    3,040    4,039    3,924    2,779 
Adjusted EBITDA   4,016    4,561    4,445    3,459    4,084    4,682    4,083    3,615 
Loss per share - Basic   (0.05)   (0.05)   (0.09)   (0.07)   (0.11)   (0.03)   (0.01)   (0.10)
Loss per share - Diluted   (0.05)   (0.05)   (0.09)   (0.07)   (0.11)   (0.03)   (0.01)   (0.10)

 

5.6LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s principal source of liquidity is its cash generated from operations. The Company also uses debt financing facilities, which provide additional capital to be used for operation expenditure and for the achievement of greater financial flexibility.

 

Revolving credit facility

 

During the three months ended March 31, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. The associated securities, customary legal and financial covenants, and applicable interest rates are disclosed in the notes of the Interim Financial Statements. The drawn down balance on this facility is CAD 4.5m in CDN$ Term CORRA loans as at March 31, 2026 (as at December 31, 2025: CAD 4.5m in CDN$ Term CORRA loans and CAD 1.1m in CDN$ Prime Rate loans).

 

The Company calculates its working capital requirements from continuing operations as follows:

 

   As at   As at 
   March 31,   December 31, 
EUR 000  2026   2025 
Cash and cash equivalents   3,413    6,658 
Trade and other receivables   19,483    21,122 
Prepaid expenses and other assets   2,597    3,905 
Current liabilities excluding loans payable   (24,148)   (29,182)
Net working capital   1,345    2,503 
Loans payable   (2,834)   (3,512)
Net current assets   (1,489)   (1,009)

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
12

 

 

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2026 are below:

 

   2026   2027   2028   2029   2030   Thereafter   Total 
Trade payables and other liabilities   22,497                        22,497 
Lease obligations on right of use assets   1,436    1,440    727    290    44        3,937 
Loans payable   2,810                        2,810 
Share appreciation rights liability   2,739    1,435    132                4,306 
Other non-current liabilities   4    11    53    10    14    504    596 
    29,486    2,886    912    300    58    504    34,146 

 

MARKET RISK

 

The Company is exposed to market risks, including changes to foreign currency exchange rates and interest rates.

 

FOREIGN CURRENCY EXCHANGE RISK

 

The Company is exposed to foreign currency risk, which includes risks related to its revenue and operating expenses denominated in currencies other than EUR, which is both the reporting currency and primary contracting currency of the Company’s customers. Accordingly, changes in exchange rates may in the future reduce the purchasing power of the Company’s customers thereby potentially negatively affecting the Company’s revenue and other operating results.

 

The Company has experienced and will continue to experience fluctuations in its net income (loss) as a result of translation gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

 

LIQUIDITY RISK

 

The Company is also exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring its forecasted and actual cash flows, and matching maturity profiles of financial assets and liabilities.

 

5.7CASH FLOW SUMMARY

 

The highlights of cash flow from continuing operations include:

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Operating activities   1,647    4,494 
Investing activities   (3,447)   (3,304)
Financing activities   (1,154)   (556)
Effect of foreign exchange   (291)   (286)
Net cash flow   (3,245)   348 

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
13

 

 

Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 3.4m (three months ended March 31, 2025: EUR 2.9m).

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Purchases of property and equipment   (23)   (80)
Additions in intangible assets   (3,424)   (2,874)
Loan receivables       (350)
Cash flows used in investing activities   (3,447)   (3,304)

 

Cash flow used in financing activities amounted to an outflow of EUR 1.2m (1Q25: EUR 0.6m), mainly due to the partial repayment of revolving credit facility of EUR 0.7m (1Q25: EUR nil), interest and financing fees of EUR 0.1m (1Q25: EUR 0.2m), repayment of lease liability of EUR 0.4m (1Q25: EUR 0.3m).

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Proceeds from exercise of stock options       37 
Repayment of lease liability   (386)   (344)
Repayment of loans payable   (689)    
Interest and financing fees   (79)   (249)
Cash flows used in financing activities   (1,153)   (556)

 

There have been no significant non-cash transactions from financing activities in either period.

 

6TRANSACTIONS BETWEEN RELATED PARTIES

 

The Company’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions for those in the normal course of business. Transactions between the Company and its consolidated entities have been eliminated on consolidation and are not disclosed in this note.

 

All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.

 

Key Management Personnel

 

The Company’s key management personnel are comprised of members of the Board and the executive team.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
14

 

 

Transactions with Shareholders, Key Management Personnel and Board of Directors

 

Transactions recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss between the Company and its shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

   Three Months Ended March 31, 
   2026   2025 
Salaries and subcontractors   (441)   (778)
Share based compensation   (468)   (624)
    (909)   (1,402)

 

Balances due to/from shareholders, key management personnel and Board of Directors are set out as follows:

 

Interim unaudited condensed consolidated statements of financial position  As at   As at 
   March 31,   December 31, 
   2026   2025 
Accrued liabilities   (42)   (382)
Net related party payable   (42)   (382)

 

Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of changes in equity  Three Months Ended March 31, 
   2026   2025 
Exercise of DSUs, RSUs and FSOs        
Contributed surplus   (39)   (87)
Share capital   39    124 
Net movement in equity       37 

 

         
Interim unaudited condensed consolidated statements of changes in cash flow  Three Months Ended March 31, 
   2026   2025 
Proceeds from exercise of options       37 

 

7DISCLOSURE OF OUTSTANDING SHARE DATA

 

The number of equity-based instruments granted or issued may be summarized as follows:

 

   March 31,   May 14, 
   2026   2026 
Common Shares   25,574,284    25,631,959 
Warrants   979,048    979,048 
Fixed Stock Options   877,176    835,797 
Restricted Share Units   100,000     
Deferred Share Units   77,680    99,742 
    27,608,188    27,546,546 

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
15

 

 

8CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The Interim Financial Statements were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.

 

9CHANGES IN ACCOUNTING POLICY

 

There have been no changes in the Company’s accounting policies in any of the reporting periods discussed in this MD&A.

 

10MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on a review of the Company’s internal control procedures, the Company’s Chief Executive Officer and Chief Financial Officer believe its internal controls and procedures are appropriately designed as of the date of this MD&A.

 

There have been no material changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company continues to review and improve our internal control environment and enhancements have been made throughout the current financial period and previous financial year.

 

Disclosure controls and procedures

 

Management is also responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, which is required to be disclosed by the Company in its filings or required to be submitted by the Company under securities legislation is recorded, processed and summarized and reported within specified time periods. The Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the design of the Company’s disclosure controls and procedures as of the date of this MD&A, and have concluded that these controls and procedures were appropriately designed.

 

11 ADDITIONAL INFORMATION

 

Additional information relating to the Company, including the Company’s annual information form, quarterly and annual reports and supplementary information is available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name. Press releases and other information are also available in the Investor section of the Company’s website at www.bragg.group.

 

 Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2026
16

 

 

Exhibit 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Matevž Mazij, Chief Executive Officer of Bragg Gaming Group Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2026  
   
(signed) Matevž Mazij  
Matevž Mazij  
Chief Executive Officer  

 

 

 

 

Exhibit 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Robert Bressler, Chief Financial Officer of Bragg Gaming Group Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:May 14, 2026.

 

(signed) Robert Bressler  
Robert Bressler  
Chief Financial Officer  

 

 

 

 

Exhibit 99.5

 

 

 

Bragg Gaming Group Reports First Quarter 2026 Financial Results

 

Toronto, May 14, 2026 - Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“bragg” or the “Company”), a leading igaming content and platform technology solutions provider, today announced its financial results for the first quarter of 2026.

 

First Quarter 2026 Financial Highlights:

 

·Revenue Growth: Total quarterly revenue of €25.7 million (US$ 29.7 million)1 in the first quarter:

 

oThe Netherlands revenue increased 3.5% year-over-year due to a short-term uplift from a fixed Player Account Management (“PAM”) agreement with Entain Plc (LSE: ENTL);

 

oBrazil revenue increased 33.3% compared to the 2025 first quarter with continued growth in provider onboarding; and

 

oUnited States recurring revenue grew 7.1% year-over-year, driven by expanded high-margin proprietary content footprint, while total U.S. revenue declined 12.1% due to one off revenue in the 2025 first quarter related to the Company’s content and technology project with Caesars Entertainment for its online casino platforms; and

 

oTotal revenue grew 0.6% year-over-year.

 

Operating Loss, Net Loss and Adjusted EBITDA2: Operating loss for the first quarter was €1.4 million (US$1.7 million), a €0.3 million (US$0.1 million) improvement from an operating loss of €1.7 million (US$1.8 million) in the same period of 2025. Net loss for the first quarter was €1.2 million (US$1.4 million), or €0.05 (US$0.05) per common share, a 55% improvement from a net loss of €2.6 million (US$2.8 million), or €0.11 (US$0.12) per common share, in the same period of 2025. Adjusted EBITDA for the 2026 first quarter was €4.0 million (US$4.6 million), representing an Adjusted EBITDA Margin3 of 15.7%, compared to €4.1 million (US$4.3 million), representing an Adjusted EBITDA Margin of 16.0% in Q1-2025.

  

1 Results converted from EUR to USD assume an exchange rate of 1.1517 for the three-month period ending March 31, 2026, and assume an exchange rate of 1.0536 for the three-month period ending March 31, 2025.

 

2,3 Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS financial measures. For important information on the Company’s non-IFRS financial measures, see “Non-IFRS Financial Measures” below.

 

 

 

First Quarter 2026 and Recent Business Highlights:

 

·Extended Key Player Account Management (“PAM”) Agreement in Europe: Announced the extension of its existing comprehensive Player Account Management (“PAM”) platform and turnkey solution agreement with Senator Group, an online casino market leader in Croatia.

 

·Chosen as Preferred Content Delivery Partner Across a Multi-Brand, Multi-Jurisdictional Portfolio: Building on an existing relationship between the parties that began in 2020 and has already seen successful launches in Romania, Belgium, Serbia and Brazil, Super Technologies selected bragg as its preferred content delivery partner to support its ambitious strategic expansion plan by providing fast access to quality content, while also delivering on the necessary technical and compliance readiness for demanding regulated territories. Soon thereafter, bragg announced its role in supporting Super Technologies’ successful launch in the regulated Greek market through its flagship brand, Superbet, marking a significant milestone in bragg’s ongoing global expansion strategy.

 

·Positioned for Finnish Market Liberalization: Signed a comprehensive PAM platform and turnkey solution agreement with SuomiVeto, a market entrant led by the successful founders of BetCity.nl, that will see bragg provide SuomiVeto access to a vast portfolio of exclusive and aggregated casino games, a fully managed sportsbook, award-winning fuze™ player engagement tools, and comprehensive managed marketing and operational services in the newly regulated Finnish iGaming market, which is scheduled to "go live" for private operators on July 1, 2027.

 

·Leapt into an Artificial Intelligence (“AI”)-First Future: Initiated the development of the bragg AI brain, a data-driven AI engine designed to power smarter decisions and intelligent products across bragg's ecosystem in order to reduce the Company’s overall cost structure, drive its EBITDA growth, and move it toward sustained net profitability.

 

·Strengthened Leadership Team and Changed Board: Appointed Morten Tonnesen as its new Chief Operating Officer, with a mandate that includes driving operational leverage and implementing bragg's ambitious AI-First transformation, and promoted Garrick Morris to the position of Executive Vice President of Global Content, U.S. & Canada, with a focus on content expansion. In addition, Thomas Winter, a gaming industry luminary, was appointed to bragg’s Board of Directors, succeeding Kent Young, who retired from the Board.

 

·Executed a Strategic Restructuring to Reduce Cost Structure and Improve Operating Performance: Completed a strategic restructuring, including an approximate 12% reduction of global workforce, designed to realign the organization and thereby improve its overall cost structure, drive its EBITDA growth, and shorten the time required for it to achieve sustained net profitability. The Company incurred restructuring costs related to this action of approximately €0.7 million (US$0.9 million) associated with personnel-related termination costs in the first quarter of 2026, and it anticipates annualized cash savings from its staff reductions and other restructuring efforts to be approximately €4.5 million (US$5.2 million).

 

·Ensured Greater Board Alignment with Shareholders: From January 1, 2026, fees are being paid to directors exclusively in deferred share units (DSUs) on a monthly basis (with no cash alternative).

 

·Entered into Agreement for a Transformational Acquisition: Earlier today, announced entering into a binding agreement to acquire Drayton International (“Drayton”), a diversified gaming technology and content platform. In conjunction with the closing of the transaction, renowned gaming entrepreneur, Matthew Davey, will join the Company’s Board as Non-Executive Chairman, further strengthening the Company’s leadership as it executes its next phase of growth.

 

 

 

Matevž Mazij, Chief Executive Officer for bragg, commented, “We continued to execute well across our business in the first quarter. But in many ways, I believe we are only just approaching the starting line as we work to complete our potentially transformative transaction with Drayton, which we believe will position bragg to lead the future of the global gaming industry with the right team, the best technology, a refreshed brand, and a clear ‘games-first’ focus.”

 

For additional information on bragg’s acquisition of Drayton, including information regarding forward-looking statements and risk factors related to the transaction with Drayton, please refer to the Company’s press release dated May 14, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.

 

2026 Outlook

 

The Company continues to anticipate full year 2026 revenue between €97.0 million and €104.5 million and Adjusted EBITDA of €16.0 million to €19.0 million (representing an Adjusted EBITDA Margin of 16.0% to 18.0%).

 

bragg noted that these amounts do not include any potential revenue and/or Adjusted EBITDA impacts from the planned Drayton acquisition.

 

Investor Conference Call

 

The Company will host a conference call today at 8:30 a.m. Eastern, and management will discuss the financial and operational performance of the company. A presentation of these results will be made available to download at: https://investors.bragg.group/events-and-presentations/presentations/default.aspx

 

To join the call, please use the below dial-in information:

 

USA / International Toll +1 (585) 542-9983

USA / Canada Toll-Free +1 (833) 461-5787

Canada Toll +1 (365) 657-4084

United Kingdom Toll +44 117 389 0104

United Kingdom Toll Free +44 808 196 8935

Conference ID: 267144801

 

The call will also be broadcast live and archived on the Company's website in the Investors section here.

 

 

About bragg

 

Bragg Gaming Group, “bragg” (NASDAQ: BRAG, TSX: BRAG) crafts igaming environments that elevate player experiences. By combining battle-tested regulatory expertise with smart technology and captivating games and gaming worlds, bragg delivers a proven revenue engine for operators and an unforgettable experience for players.

 

The bragg product suite includes:

 

  · casino games: Featuring bragg studios game experiences, as well as aggregated and bespoke IP crafted for bragg by partner studios

 

  · fuze™: Real-time behavioural intelligence that maps player journeys to reduce churn and maximize lifetime value.

 

  · bragg hub: A single integration aggregating the industry's best games from bragg’s premium in-house studios and third-party games houses

 

  · bragg PAM: A proven, scalable platform that simplifies operations across markets.

 

Licensed and operational in 30+ regulated markets globally, including the U.S., Canada, LatAm, and Europe, bragg is engineered for igaming players and built for operator growth.

  

 

 

Cautionary Statement Regarding Forward-Looking Information

 

This news release may contain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws in Canada and the U.S., including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management’s current expectations and projections and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect the Company, its subsidiaries and their respective customers and industries. Although the Company and management believe the expectations and projections reflected in such forward-looking statements are appropriate and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations and projections will prove accurate. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply” or the negative of these words or other variations or synonyms of these words or comparable terminology and similar expressions.

 

All forward-looking statements contained in this news release or the conference call reflect the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the regulatory regime governing the business of the Company; the operations of the Company; the products and services of the Company; the Company’s customers; the growth of the Company’s business, meeting minimum listing requirements of the stock exchanges on which the Company’s shares trade; the integration of technology; and the anticipated size and/or revenue associated with the gaming market globally.

 

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business and financial position; that the Company may not be able to accurately predict its rate of growth and profitability; risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; the inability to access sufficient capital from internal and external sources; the inability to access sufficient capital on favorable terms; realization of growth estimates, income tax and regulatory matters; the ability of the Company to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices; changes in customer demand; disruptions to the Company’s technology network including computer systems and software; natural events such as severe weather, fires, floods and earthquakes; any disruptions to operations as a result of the strategic alternatives review process; and risks related to health pandemics and the outbreak of communicable diseases. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

 

 

 

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.

 

Non-IFRS Financial Measures

 

To supplement its Interim Financial Statements presented in accordance with IFRS, the Company considers certain financial measures and metrics that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures and metrics in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that such measures and metrics help identify underlying trends in its business that could otherwise be masked by the effect of the expenses that it excludes in such measures.

 

The Company also believes that such measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. However, these measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. There are a number of limitations related to the use of such non-IFRS measures as opposed to their nearest IFRS equivalents. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this news release. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

 

The Company defined such non-IFRS measures as follows:

 

“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers.

 

“Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets.

 

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.

 

A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows in this news release as well as in the Company’s Management’s Discussion and Analysis (“MD&A”) for the quarter ended March 31, 2026.

 

 

 

Future Oriented Financial Information

 

This news release and, in particular the information in respect of bragg’s prospective revenues and Adjusted EBITDA may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this news release was made as of the date of this news release and bragg disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

 

Join bragg on social media

 

Twitter
LinkedIn
Facebook
Instagram

 

For investor relations, please contact:

 

Stephen Kilmer

+1 (646)-274-3580

stephen.kilmer@bragg.group

 

 

 

Financial tables follow:

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended March 31, 
   2026   2025 
Revenue   25,652    25,505 
Cost of revenue   (11,425)   (11,221)
Gross Profit   14,227    14,284 
           
Selling, general and administrative expenses   (15,666)   (15,807)
Loss on remeasurement of deferred consideration       (157)
Operating Loss   (1,439)   (1,680)
           
Net interest income (expense) and other financing charges   174    (346)
Loss Before Income Taxes   (1,265)   (2,026)
           
Income taxes recovery (expense)   79    (614)
Net Loss   (1,186)   (2,640)
           
Items to be reclassified to net loss:          
Cumulative translation adjustment   301    (1,423)
Net Comprehensive Loss   (885)   (4,063)
           
Basic Loss Per Share   (0.05)   (0.11)
Diluted Loss Per Share   (0.05)   (0.11)
           
    Millions    Millions 
Weighted average number of shares - basic   25.6    25.1 
Weighted average number of shares - diluted   25.6    25.1 

 

 

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   As at   As at 
   March 31,   December 31, 
   2026   2025 
Cash and cash equivalents   3,413    6,658 
Trade and other receivables   19,483    21,122 
Prepaid expenses and other assets   2,597    3,905 
Total Current Assets   25,493    31,685 
Property and equipment   1,061    1,198 
Right-of-use assets   3,707    3,975 
Intangible assets   29,995    30,421 
Goodwill   31,453    31,206 
Investments in associates   443    459 
Other assets   405    405 
Total Assets   92,557    99,349 
           
Trade payables and other liabilities   22,497    25,520 
Income taxes (receivable) payable   (50)   1,824 
Lease obligations on right of use assets   1,354    1,367 
Share appreciation rights liability   347    471 
Loans payable   2,834    3,512 
Total Current Liabilities   26,982    32,695 
Deferred income tax liabilities   463    509 
Lease obligations on right of use assets   2,412    2,725 
Share appreciation rights liability   100    123 
Other non-current liabilities   596    596 
Total Liabilities   30,553    36,647 
           
Share capital   133,985    133,946 
Contributed surplus   17,821    17,673 
Accumulated deficit   (90,647)   (89,461)
Accumulated other comprehensive income   845    544 
Total Equity   62,004    62,702 
Total Liabilities and Equity   92,557    99,349 

 

 

 

BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Revenue   25,652    25,505 
Operating Loss   (1,439)   (1,680)
EBITDA   3,244    3,040 
Adjusted EBITDA   4,016    4,084 

 

BRAGG GAMING GROUP INC.

RECONCILIATION OF OPERATING LOSS TO EBITDA AND ADJUSTED EBITDA

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended March 31, 
EUR 000  2026   2025 
Net Loss   (1,186)   (2,640)
Income taxes (recovery) expense   (79)   614 
Loss Before Income Taxes   (1,265)   (2,026)
Net interest income (expense) and other financing charges   (174)   346 
Depreciation and amortization   4,683    4,720 
EBITDA   3,244    3,040 
Depreciation of right-of-use assets   (302)   (214)
Lease interest expense   (26)   (27)
Gain on lease modification   (30)   (101)
Share based compensation   38    846 
Transaction and acquisition costs   40     
Exceptional costs   1,056    383 
Gain on disposal of tangible assets   (4)    
Loss on remeasurement of deferred consideration       157 
Adjusted EBITDA   4,016    4,084 

 

 

FAQ

How did Bragg Gaming (BRAG) perform financially in Q1 2026?

Bragg Gaming posted Q1 2026 revenue of €25.7m, up slightly from €25.5m a year earlier. Net loss improved to €1.2m from €2.6m, while Adjusted EBITDA was broadly stable at €4.0m, reflecting steady operating performance with modest margin pressure.

What are Bragg Gaming’s 2026 revenue and EBITDA targets?

For 2026, Bragg Gaming reaffirmed revenue guidance of €97.0m–€104.5m and Adjusted EBITDA of €16.0m–€19.0m. This implies an Adjusted EBITDA margin of roughly 16–18%, supported by a shift toward higher-margin proprietary content and planned cost savings from restructuring and AI initiatives.

What is Bragg Gaming’s cash and debt position after Q1 2026?

At March 31, 2026, Bragg Gaming held €3.4m of cash and cash equivalents, down from €6.7m at year-end. Loans payable were €2.8m, mainly from its revolving credit facility, and the company reported compliance with all financial covenants on that facility.

How is Bragg Gaming using AI in its 2026 strategy?

Bragg Gaming is pursuing an “AI-First” plan aiming by 2027 to have AI-enhanced products in over 90% of launches and AI involved in more than 75% of workflows. The goal is to improve player engagement, operational efficiency and margins across its global B2B iGaming operations.

What cost-saving measures did Bragg Gaming implement in early 2026?

In early 2026, Bragg Gaming initiated restructuring that included about a 12% global workforce reduction. Management expects these actions, combined with AI-driven efficiencies, to generate approximately €4.5m in annualized cash savings, supporting its path toward improved cash profitability and EBITDA growth.

How important are Brazil and the U.S. to Bragg Gaming’s growth plans?

Brazil and the U.S. are key growth markets for Bragg Gaming. The company reported strong revenue from Brazil’s newly regulated market and highlighted U.S. distribution via major operators. It sees large addressable markets in both regions, with existing licenses and integrations supporting future expansion.

Filing Exhibits & Attachments

5 documents