Bending Spoons (BSP) doubles revenue and boosts profit on acquisition-driven Q2
Rhea-AI Filing Summary
Bending Spoons S.p.A. reported very strong Q2 2026 growth driven largely by acquisitions. Revenue reached $704 million, up 126% year over year, with operating income of $240 million and net income of $177 million. Adjusted Operating Income rose to $381 million, a 150% increase, and Adjusted EPS was $0.46, up 167%.
Organic revenue growth was 3%, with Tractive and WeTransfer offsetting weakness in Remini and Splice. A highly acquisitive strategy continued: the company closed the $759 million Tractive deal and agreed to acquire Airtable for $1.29 billion in cash. Net debt stood at $4.09 billion and the leverage ratio at 2.4×, reflecting substantial term loan borrowings, partly hedged with interest rate swaps.
Liquidity is supported by $793 million of cash and $1.28 billion of undrawn revolver capacity at quarter-end, plus $1.10 billion of net proceeds from a subsequent Nasdaq IPO. For full-year 2026, Bending Spoons forecasts revenue of $2.78–$2.82 billion and Adjusted Operating Income of $1.46–$1.51 billion, implying triple-digit percentage growth at the range midpoints.
Positive
- Revenue surged 126% year over year in Q2 2026 to $704 million, with net income up 171% to $177 million, indicating very strong scale-up of the acquired portfolio.
- Profitability expanded sharply: Adjusted Operating Income grew 150% to $381 million and Adjusted Net Income rose 175% to $293 million, with Adjusted Net Income Margin improving from 34% to 42%.
- The company completed a Nasdaq IPO raising $1.10 billion in net proceeds and ended Q2 with $793 million in cash plus $1.28 billion of undrawn revolver capacity, materially enhancing liquidity.
- Management guides to $2.78–$2.82 billion of 2026 revenue and $1.46–$1.51 billion of Adjusted Operating Income, implying 114% and 142% year-over-year growth at the respective midpoints.
- The acquisition program added scale with Tractive at a $759 million enterprise value and a signed deal to buy Airtable for $1.29 billion, supporting future subscription and SaaS-style revenue.
Negative
- Leverage is high: net debt totaled $4.09 billion at Q2 2026 with a leverage ratio of 2.4×, reflecting heavy reliance on term loans and increasing balance-sheet risk.
- Interest expense more than tripled to $109 million in Q2 2026, up $73 million year over year, significantly consuming operating profits despite the use of interest rate swaps.
- Cash used for acquisitions was substantial, with $2.29 billion of net cash outflows from investing activities in the first half of 2026, plus a $115 million deferred payment for Tractive and a planned $1.29 billion Airtable acquisition.
- Organic revenue growth was only 3% in Q2 2026, as gains at Tractive and WeTransfer were partly offset by revenue declines in Remini and Splice, highlighting integration and portfolio-mix challenges.
Filing Explained
At June 30, 2026, option exercises had added 4 million shares, raising common shares outstanding to 673,541,360 and potentially reducing existing holders’ ownership percentages.
Bending Spoons’s Form 6-K furnishes its Q2 2026 results and unaudited statements as of
The statements report a stock-option exercise that issued
The capital structure also reflects a completed 10-for-1 stock split effective
As of
Key Figures
Key Terms
Adjusted Operating Income financial
Adjusted Net Income Margin financial
leverage ratio financial
interest rate swaps financial
deferred revenue financial
virtual wallet balances financial
FAQ
How did Bending Spoons (BSP) perform financially in Q2 2026?
What guidance did Bending Spoons (BSP) give for full-year 2026?
What is Bending Spoons’ (BSP) current debt and leverage position?
Which major acquisitions affected Bending Spoons (BSP) in 2026?
How much liquidity does Bending Spoons (BSP) have after its IPO?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
On August 13, 2026, Bending Spoons S.p.A. issued a press release announcing its results for Q2 2026. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K. Attached as Exhibit 99.2 to this report are the quarterly unaudited financial statements as of June 30, 2026.
Other than as indicated below, the information in this report on Form 6-K will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The financial statements furnished as Exhibit 99.2 to this report on Form 6-K are hereby incorporated by reference into the registration statement on Form S-8 of Bending Spoons S.p.A. (File No. 333-297730).
| Exhibit | Description |
| 99.1 | Bending Spoons announces Q2 2026 results |
| 99.2 | Quarterly unaudited financial statements as of June 30, 2026 |
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.
| Date: August 13, 2026 | By: /s/ Luca Ferrari |
| Name: Luca Ferrari | |
| Title: Chair of the board of directors, co-founder, and chief executive officer |
Milan, Italy | August 13, 2026 | Bending Spoons S.p.A. (Nasdaq: BSP) today announced its results for Q2 2026.
Highlights from Q2 2026:
- Revenue was $704 million, up 126% from Q2 2025.
- Operating income was $240 million, up 139% from Q2 2025. Adjusted Operating Income¹ was $381 million, up 150% from Q2 2025.
- Diluted earnings per share was $0.28, up 163% from Q2 2025. Adjusted Earnings per Share² was $0.46, up 167% from Q2 2025.
- In May 2026, we completed the acquisition of Tractive for an enterprise value of $759 million. Tractive provides pet tracking and health monitoring services, and monetizes primarily via subscriptions.
- At the end of the quarter, leverage ratio³ was 2.4×.
- Cash and cash equivalents totaled $793 million, and we had $1.28 billion of available borrowing capacity under our revolving credit facilities, net of amounts drawn.
After the end of Q2 2026, the following took place:
- We completed an initial public offering on the Nasdaq Global Select Market under the symbol “BSP,” raising aggregate net proceeds of $1.10 billion, after deducting underwriting discounts and commissions.
- We entered into new or expanded euro-denominated term loan A facilities totaling €590 million, and increased our euro-denominated revolving credit facilities by €30 million.
- We entered into a definitive agreement to acquire Airtable in an all-cash transaction at an enterprise value of $1.29 billion.
The following table presents our operating results for the periods shown.
| Three months ended June 30, | ||||||||
| Thousands, except percentages and per-share amounts | 2025 | 2026 | Change | |||||
| Revenue | $ | 311,100 | $ | 704,155 | 126 % | |||
| Gross profit | $ | 204,485 | $ | 463,621 | 127 % | |||
| Operating income | $ | 100,617 | $ | 240,251 | 139 % | |||
| Operating income as a percentage of revenue | 32 % | 34 % | 2 pp | |||||
| Net income | $ | 65,253 | $ | 176,967 | 171 % | |||
| Net income as a percentage of revenue | 21 % | 25 % | 4 pp | |||||
| Diluted earnings per share | $ | 0.11 | $ | 0.28 | 163 % | |||
Revenue grew by $393 million, or 126%, from Q2 2025 to Q2 2026, primarily driven by acquisitions. The businesses acquired from the start of Q2 2025 until the end of Q2 2026 are AOL, Eventbrite, Harvest, MileIQ, Tractive, and Vimeo. Organic revenue growth⁴ was 3% in Q2 2026, with Tractive and WeTransfer making the largest contributions. Growth in these businesses was partly offset by a decline in Remini and Splice revenue.
Gross profit grew by $259 million, or 127%, from Q2 2025 to Q2 2026, as cost of revenue increased by $134 million, or 126%. The increase in cost of revenue was primarily driven by the following:
- An increase in amortization of acquired intangible assets, reflecting continued acquisition activity
- An increase in IT infrastructure expense, reflecting an increase in cloud infrastructure utilization primarily driven by acquisitions
- An increase in distribution and payment processing expense, reflecting the increase in revenue
In Q2 2026, cost of revenue included the following items, which were adjusted in the calculation of our non-GAAP financial measures:
- $82 million of amortization of acquired intangible assets
- $2 million of transaction-related expense
- $1 million of reorganization-related expense
Operating income grew by $140 million, or 139%, from Q2 2025 to Q2 2026, resulting from the $259 million increase in gross profit noted above, partially offset by a $120 million increase in operating expenses. The increase in operating expenses primarily reflects personnel costs associated with the ongoing operation of newly acquired businesses, and separation packages offered to team members in connection with the reorganizations of AOL, Eventbrite, Tractive, and Vimeo.
In Q2 2026, operating expenses included the following items, which were adjusted in the calculation of our non-GAAP financial measures:
- $50 million of reorganization-related expense
- $5 million of transaction-related expense
- $1 million of other items not considered indicative of core or ongoing operating performance
Net income grew by $112 million, or 171%, resulting from the $140 million increase in operating income noted above, and the net impact of the following:
- A $73 million increase in interest expense, primarily driven by higher borrowings associated with acquisition financing
- A $22 million decrease in other expense (income), primarily driven by favorable changes in currency exchange rates
- A $23 million increase in income tax benefit, primarily driven by the remeasurement of equity compensation obligations at our subsidiaries
In Q2 2026, other expense (income) included the following items, which were adjusted in the calculation of our non-GAAP financial measures:
- $20 million of foreign exchange gains on assets and liabilities denominated in a non-functional currency
- $5 million of losses from changes in the fair value of interest rate swaps
Diluted earnings per share increased by $0.17, or 163%, resulting from the 171% increase in net income, partially offset by a 3% increase in diluted weighted-average shares outstanding.
The following table presents our adjusted measures for the periods shown.
| Three months ended June 30, | ||||||||
| Thousands, except percentages and per-share amounts | 2025 | 2026 | Change | |||||
| Adjusted Operating Income | $ | 152,525 | $ | 381,149 | 150 % | |||
| Adjusted Operating Income Margin | 49 % | 54 % | 5 pp | |||||
| Adjusted Net Income¹ | $ | 106,385 | $ | 292,976 | 175 % | |||
| Adjusted Net Income Margin¹ | 34 % | 42 % | 7 pp | |||||
| Adjusted Earnings per Share¹ | $ | 0.17 | $ | 0.46 | 167 % | |||
For additional information regarding these non-GAAP financial measures, see Non-GAAP financial measures below.
At the end of Q2 2026, net debt totaled $4.09 billion, and leverage ratio was 2.4×.
Our net debt position resulted from long-term debt of $4.88 billion, partially offset by cash and cash equivalents of $793 million. Our revolving credit facilities provided borrowing capacity of up to $1.58 billion, of which $1.28 billion was undrawn at quarter end. As of the end of Q2 2026, $794 million of debt was scheduled to mature within the following twelve months.
During the quarter, we entered into new euro-denominated term loan facilities with an aggregate principal amount of €255 million, and obtained a €460 million increase of our existing euro-denominated revolving credit facility. We drew a total of $581 million under a combination of these new term loan facilities, and existing term loan and revolving credit facilities. Of that amount, $296 million was drawn under the revolving credit facilities on May 6, 2026, remained outstanding as of quarter end, and has since been repaid.
After the end of Q2 2026, we entered into additional euro-denominated term loan facilities totaling €590 million, and obtained increases of euro-denominated revolving credit facilities for a total amount of €30 million. Moreover, we completed an initial public offering on the Nasdaq Global Select Market under the symbol “BSP,” raising aggregate net proceeds of $1.10 billion, after deducting underwriting discounts and commissions.
In May 2026, we completed the acquisition of Tractive for an enterprise value of $759 million, including a deferred consideration of $115 million payable one year after closing. Tractive provides pet tracking and health monitoring services, and monetizes primarily via subscriptions.
During Q2 2026, we introduced Alt-Spooner, a personal AI agent that operates with the same access as the person it works for, and draws on their own history and connected accounts. It runs on open-weight models we host, and can be switched at will to any model (including closed-weight ones), or several at once. Rolled out to every Spooner in early July, Alt-Spooner processed over 100 billion tokens in the first three weeks of general availability.
Leveraging technology in our recruiting process remains a focus area. During Q2 2026, we introduced the use of interactive tasks with AI agents in the candidate selection process, scored asynchronously by recruiters. After conducting significant testing, we believe these tasks have demonstrated predictive power.
We continued to broaden our presence beyond our Milan headquarters, opening offices in Madrid and Warsaw, and expanding our London-based Spooner team. Of the Spooners hired during Q2 2026, over 50% were based outside of Italy.
Highlights of our progress with recent acquisitions:
- AOL. We migrated AOL’s news portal to a new, self-developed content management system, rebuilt the advertising technology stack, completed the re-authoring of the webmail frontend, started migrating the user base to this new email platform, and undertook extensive testing of monetization optimizations.
- Eventbrite. We completed the reorganization, shipped nearly 40 product improvements, increased first-party advertising revenue by approximately 20%, reduced paid user acquisition spend by 30% by curtailing unprofitable expenditure, and started migrating the backend infrastructure to a more modern environment.
- Vimeo. We introduced over 30 product improvements, reduced system stability incidents by approximately 90% versus pre-acquisition levels, accelerated video upload and search functionality by at least 30%, materially lowered customer support resolution times, and experimented with a new self-serve subscription structure that has so far yielded positive results.
For Q3 2026, we forecast the following results:
- Revenue of $733 million to $745 million, implying year-over-year growth of 113% at the midpoint
- Adjusted Operating Income of $380 million to $400 million, implying year-over-year growth of 111% at the midpoint⁵
For the full year 2026, we forecast the following results:
- Revenue of $2.78 billion to $2.82 billion, implying year-over-year growth of 114% at the midpoint of the range
- Adjusted Operating Income of $1.46 billion to $1.51 billion, implying year-over-year growth of 142% at the midpoint of the range⁵
This outlook is based solely on the portfolio of businesses owned as of August 12, 2026, and does not include any contribution from additional acquisitions.
We will host a conference call to discuss our results at 8:00 a.m. ET (2:00 p.m. CET) today. The live webcast of the call, along with this press release, will be available on our investor relations website at investors.bendingspoons.com. Following the call, a replay will be available on the same website.
We publish important information on our investor relations website, and may use it from time to time as a means of disclosing information to the market, potentially including material non-public information. Accordingly, investors should monitor our investor relations website, in addition to our press releases, filings with the U.S. Securities and Exchange Commission, public conference calls, and webcasts.
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements include statements about our objectives and outlook. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” “foresee,” “forecast,” “in our view,” “probably,” “likely,” or other similar expressions.
Forward-looking statements reflect our current expectations and are based on assumptions and information available as of the date of this press release. Actual results and events may differ materially from those expressed or implied by such forward-looking statements due to a variety of risks and uncertainties, some of which are beyond our control. These include the risks and uncertainties described in the sections Risk factors and Management’s discussion and analysis of financial condition and results of operations in our registration statement on Form F-1, which is on file with the U.S. Securities and Exchange Commission and is available on our investor relations website at investors.bendingspoons.com and on the U.S. Securities and Exchange Commission website at www.sec.gov.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we assume no obligation to update any forward-looking statements.
Bending Spoons is built on the conviction that operational excellence enables efficient growth through acquisitions. We acquire digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings, and reinvest in additional acquisitions, thereby continuing the compounding cycle. We have executed this strategy for more than a decade and, to date, have never sold a material business.
We strive to envision the most successful version of an acquired business, and work to close the gap between its current state and that vision as quickly and completely as possible. The transformation is typically deep and entails reorganizing teams, overhauling technology, redesigning user interfaces, accelerating product development, and enhancing marketing and monetization. AI is often both a central component of our vision for the acquired business and a key tool in implementing the transformation.
Our performance is driven by our Platform—comprising our people, proprietary technologies, and proprietary data—and reflects our intense focus on achieving exceptional talent density, cultural strength, and technical capabilities.
Bending Spoons' main businesses include AOL, Brightcove, Eventbrite, Evernote, komoot, Remini, StreamYard, Tractive, Vimeo, and WeTransfer.
James Cordwell
investor-relations@bendingspoons.com
Christy Keenan
press@bendingspoons.com
| Thousands | December 31, 2025 | June 30, 2026 | |||
| ASSETS | |||||
| Cash and cash equivalents | $ | 629,944 | $ | 792,950 | |
| Accounts receivable, net | $ | 144,593 | $ | 278,767 | |
| Income tax receivables, current | $ | 12,838 | $ | 12,611 | |
| Costs to obtain contracts, current | $ | 16,545 | $ | 17,557 | |
| Prepaid expenses | $ | 40,433 | $ | 49,686 | |
| Other current assets | $ | 74,312 | $ | 200,131 | |
| Total current assets | $ | 918,664 | $ | 1,351,702 | |
| Goodwill | $ | 2,423,570 | $ | 4,146,212 | |
| Intangible assets, net | $ | 1,077,974 | $ | 2,156,607 | |
| Property, plant, and equipment, net | $ | 11,078 | $ | 13,851 | |
| Deferred tax assets | $ | 271,073 | $ | 270,165 | |
| Costs to obtain contracts, non-current | $ | 523 | $ | 695 | |
| Other non-current assets, net | $ | 54,611 | $ | 116,167 | |
| Total assets | $ | 4,757,495 | $ | 8,055,399 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Accounts payable | $ | 21,413 | $ | 35,895 | |
| Long-term debt, current | $ | 415,260 | $ | 794,141 | |
| Deferred revenue, current | $ | 450,499 | $ | 583,265 | |
| Income tax current liabilities | $ | 65,407 | $ | 76,427 | |
| Accrued and other current liabilities | $ | 165,951 | $ | 622,926 | |
| Total current liabilities | $ | 1,118,530 | $ | 2,112,654 | |
| Long-term debt, non-current | $ | 2,255,622 | $ | 4,086,939 | |
| Deferred tax liabilities | $ | 349,073 | $ | 491,632 | |
| Deferred revenue, non-current | $ | 214 | $ | 38,404 | |
| Other non-current liabilities | $ | 39,193 | $ | 67,357 | |
| Total liabilities | $ | 3,762,632 | $ | 6,796,987 | |
| Commitments and contingencies | |||||
| Common stock | $ | 1,467 | $ | 14,760 | |
| Additional paid-in capital | $ | 662,753 | $ | 704,070 | |
| Other equity items | $ | 330,643 | $ | 539,582 | |
| Total shareholders’ equity | $ | 994,863 | $ | 1,258,412 | |
| Total liabilities and shareholders’ equity | $ | 4,757,495 | $ | 8,055,399 | |
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands, except per-share amounts | 2025 | 2026 | 2025 | 2026 | |||||||
| Revenue | $ | 311,100 | $ | 704,155 | $ | 570,046 | $ | 1,305,476 | |||
| Cost of revenue | $ | 106,615 | $ | 240,534 | $ | 200,118 | $ | 433,651 | |||
| Gross profit | $ | 204,485 | $ | 463,621 | $ | 369,928 | $ | 871,825 | |||
| Research and development expense | $ | 19,398 | $ | 58,204 | $ | 63,157 | $ | 152,599 | |||
| Sales and marketing expense | $ | 30,696 | $ | 72,679 | $ | 68,014 | $ | 131,230 | |||
| General and administrative expense | $ | 53,774 | $ | 92,488 | $ | 142,754 | $ | 227,573 | |||
| Operating income | $ | 100,617 | $ | 240,251 | $ | 96,003 | $ | 360,422 | |||
| Interest expense | $ | 35,733 | $ | 108,970 | $ | 55,049 | $ | 202,154 | |||
| Other expense (income) | $ | 2,745 | $ | (19,488) | $ | 6,734 | $ | (68,832) | |||
| Income before tax | $ | 62,139 | $ | 150,769 | $ | 34,220 | $ | 227,101 | |||
| Income tax expense (benefit) | $ | (3,113) | $ | (26,198) | $ | 81,173 | $ | 22,668 | |||
| Net income (loss) | $ | 65,253 | $ | 176,967 | $ | (46,953) | $ | 204,433 | |||
| Net income (loss) attributable to non-controlling interests | $ | (31) | $ | — | $ | (67) | $ | — | |||
| Net income (loss) attributable to Bending Spoons shareholders | $ | 65,283 | $ | 176,967 | $ | (46,885) | $ | 204,433 | |||
| Earnings (loss) per share attributable to Bending Spoons shareholders: | |||||||||||
| Basic¹ | $ | 0.11 | $ | 0.30 | $ | (0.08) | $ | 0.34 | |||
| Diluted¹,² | $ | 0.11 | $ | 0.28 | $ | (0.08) | $ | 0.32 | |||
| Weighted average shares used to compute earnings (loss) per share attributable to Bending Spoons shareholders: | |||||||||||
| Basic¹ | 577,681 | 600,821 | 577,673 | 599,253 | |||||||
| Diluted¹,² | 613,746 | 634,748 | 577,673 | 635,046 | |||||||
| Six months ended June 30, | |||||
| Thousands | 2025 | 2026 | |||
| Cash flows from operating activities: | |||||
| Net income (loss) | $ | (46,953) | $ | 204,433 | |
| Adjustments to reconcile net income to net cash from operating activities: | |||||
| Equity compensation expense | $ | 27,885 | $ | 42,984 | |
| Impairment and depreciation of property, plant, and equipment | $ | 2,457 | $ | 2,469 | |
| Impairment and amortization of intangible assets | $ | 65,788 | $ | 151,473 | |
| Deferred tax expense (benefit) | $ | 78,444 | $ | 9,286 | |
| Change in the fair value of interest rate swaps | $ | 1,914 | $ | (9,397) | |
| Change in provisions | $ | 3,529 | $ | 4,424 | |
| Non-cash interest expense | $ | 5,007 | $ | 15,842 | |
| Other | $ | 6,127 | $ | (56,874) | |
| Changes in operating assets and liabilities: | |||||
| Accounts receivable, net | $ | (667) | $ | (77,337) | |
| Accounts payable | $ | (17,567) | $ | 4,820 | |
| Accrued and other liabilities | $ | (9,951) | $ | (17,062) | |
| Income tax liabilities and income tax assets, current | $ | (34,586) | $ | (13,084) | |
| Deferred revenue | $ | 23,192 | $ | 15,247 | |
| Other assets | $ | (16,888) | $ | (22,982) | |
| Net cash from operating activities | $ | 87,733 | $ | 254,240 | |
| Cash flows from investing activities: | |||||
| Acquisitions of businesses net of cash, cash equivalents, and restricted cash acquired | $ | (575,228) | $ | (2,286,259) | |
| Purchase of intangible assets | $ | (53) | $ | — | |
| Purchase of property, plant, and equipment | $ | (282) | $ | (3,969) | |
| Net cash from investing activities | $ | (575,563) | $ | (2,290,228) | |
| Cash flows from financing activities: | |||||
| Principal repayments of long-term debt | $ | (298,113) | $ | (203,694) | |
| Proceeds from issuance of debt | $ | 1,012,901 | $ | 2,566,532 | |
| Proceeds from issuance of common stock for equity compensation | $ | — | $ | 6,937 | |
| Payments of debt issuance cost | $ | (25,777) | $ | (103,621) | |
| Proceeds from paid-in capital increase and sale of treasury shares | $ | 178 | $ | 1,294 | |
| Net cash from financing activities | $ | 689,188 | $ | 2,267,448 | |
| Total cash generated (used) | $ | 201,359 | $ | 231,461 | |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | $ | 9,573 | $ | (20,455) | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 210,931 | $ | 211,006 | |
| Cash, cash equivalents, and restricted cash at the beginning of the period | $ | 238,723 | $ | 629,944 | |
| Cash, cash equivalents, and restricted cash at the end of the period | $ | 449,654 | $ | 840,950 | |
| Supplemental disclosure of cash flow information: | |||||
| Interests paid | $ | 49,737 | $ | 161,153 | |
| Cash and cash equivalents at the end of the period | $ | 449,654 | $ | 792,950 | |
| Restricted cash at the end of the period | $ | — | $ | 48,000 | |
To inform our strategy and plans, we regularly monitor certain non-GAAP financial measures. These are presented for supplemental informational purposes only, are not a substitute for GAAP financial information, and may differ from similarly titled or defined measures used by other companies.
The definitions of our non-GAAP financial measures, together with reconciliations to the most directly comparable GAAP financial measures, are provided in their respective sections below. Investors are encouraged to review these definitions and reconciliations.
Adjusted Operating Income for a given period is defined as operating income for that period, adjusted to exclude amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, and other items that management does not consider indicative of core or ongoing operating performance.
Adjusted Operating Income Margin for a given period is defined as Adjusted Operating Income divided by revenue for that period.
When considered together with comprehensive GAAP financial information, Adjusted Operating Income and Adjusted Operating Income Margin may help evaluate our operating efficiency and improve period-to-period comparability, particularly during periods in which acquisition and transformation activities were especially intensive.
The following table presents a reconciliation of operating income to Adjusted Operating Income for the periods shown.
| Three months ended June 30, | ||||||||
| Thousands, except percentages | 2025 | 2026 | Change | |||||
| Operating income | $ | 100,617 | $ | 240,251 | 139 % | |||
| Amortization and impairment of acquired intangible assets | $ | 36,070 | $ | 82,310 | 128 % | |||
| Transaction-related expense | $ | 705 | $ | 6,553 | 829 % | |||
| Reorganization-related expense | $ | 11,338 | $ | 50,799 | 348 % | |||
| Other items not indicative of core or ongoing operating performance | $ | 3,795 | $ | 1,236 | (67) % | |||
| Adjusted Operating Income | $ | 152,525 | $ | 381,149 | 150 % | |||
| Operating income as a percentage of revenue | 32 % | 34 % | 2 pp | |||||
| Adjusted Operating Income Margin | 49 % | 54 % | 5 pp | |||||
Adjusted Net Income for a given period is defined as net income for that period, adjusted to exclude amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, foreign exchange gains and losses on assets and liabilities denominated in a non-functional currency, gains and losses from changes in the fair value of interest rate swaps, other items that management does not consider indicative of core or ongoing operating performance, and the income tax effect of the foregoing adjustments.
Adjusted Net Income Margin for a given period is defined as Adjusted Net Income divided by revenue for that period.
When considered together with comprehensive GAAP financial information, Adjusted Net Income and Adjusted Net Income Margin may help evaluate our profitability and improve period-to-period comparability, particularly during periods in which acquisition and transformation activities were especially intensive.
The following table presents a reconciliation of net income to Adjusted Net Income for the periods shown.
| Three months ended June 30, | ||||||||
| Thousands, except percentages | 2025 | 2026 | Change | |||||
| Net income | $ | 65,253 | $ | 176,967 | 171 % | |||
| Amortization and impairment of acquired intangible assets | $ | 36,070 | $ | 82,310 | 128 % | |||
| Transaction-related expense | $ | 705 | $ | 6,553 | 829 % | |||
| Reorganization-related expense | $ | 11,338 | $ | 50,799 | 348 % | |||
| Foreign exchange loss (gain) on assets and liabilities denominated in a non-functional currency | $ | 7,094 | $ | (19,610) | nm | |||
| Loss (gain) from changes in the fair value of interest rate swaps | $ | 1,257 | $ | 5,261 | 319 % | |||
| Other items not indicative of core or ongoing operating performance | $ | 1,001 | $ | 1,236 | 23 % | |||
| Income tax effect of the foregoing adjustments | $ | (16,332) | $ | (10,541) | (35) % | |||
| Adjusted Net Income | $ | 106,385 | $ | 292,976 | 175 % | |||
| Net income as a percentage of revenue | 21 % | 25 % | 4 pp | |||||
| Adjusted Net Income Margin | 34 % | 42 % | 7 pp | |||||
We have revised our definition of Adjusted Net Income and Adjusted Net Income Margin so that, for a given period, we also adjust net income to exclude foreign exchange gains and losses on assets and liabilities denominated in a non-functional currency, and gains and losses from changes in the fair value of interest rate swaps. These items are recorded in other expense (income) in our GAAP financial statements. Management believes that these adjustments improve period-to-period comparability.
The following table presents a reconciliation of the original and revised definitions of Adjusted Net Income for the disclosed quarterly periods of Q1 2025, Q2 2025, Q1 2026, and Q2 2026, and the disclosed annual periods of 2023, 2024, and 2025.
| Three months ended March 31, | Three months ended June 30, | Twelve months ended December 31, | ||||||||||||||||||
| Thousands, except percentages | 2025 | 2026 | 2025 | 2026 | 2023 | 2024 | 2025 | |||||||||||||
| Adjusted Net Income, original definition | $ | 48,502 | $ | 205,977 | $ | 100,289 | $ | 304,654 | $ | 95,856 | $ | 229,364 | $ | 375,592 | ||||||
| Foreign exchange loss (gain) on assets and liabilities denominated in a non-functional currency | $ | 5,467 | $ | (33,731) | $ | 7,094 | $ | (19,610) | $ | 4,281 | $ | (14,711) | $ | 34,157 | ||||||
| Loss (gain) from changes in the fair value of interest rate swaps | $ | 673 | $ | (14,646) | $ | 1,257 | $ | 5,261 | $ | 6,866 | $ | 8,510 | $ | 1,601 | ||||||
| Income tax effect of the foregoing adjustments | $ | (1,658) | $ | 5,277 | $ | (2,255) | $ | 2,670 | $ | (3,121) | $ | 1,736 | $ | (9,655) | ||||||
| Adjusted Net Income, revised definition | $ | 52,985 | $ | 162,877 | $ | 106,385 | $ | 292,976 | $ | 103,882 | $ | 224,899 | $ | 401,696 | ||||||
| Adjusted Net Income Margin, original definition | 19 % | 34 % | 32 % | 43 % | 25 % | 34 % | 29 % | |||||||||||||
| Adjusted Net Income Margin, revised definition | 20 % | 27 % | 34 % | 42 % | 27 % | 34 % | 31 % | |||||||||||||
Adjusted Earnings per Share for a given period is defined as diluted earnings per share for that period, adjusted to exclude, net of the portion attributable to non-controlling interests, the per-share impact of amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, foreign exchange gains and losses on assets and liabilities denominated in a non-functional currency, gains and losses from changes in the fair value of interest rate swaps, other items that management does not consider indicative of core or ongoing operating performance, and the income tax effect of the foregoing adjustments. The effect of dilution is excluded from diluted earnings per share when a net loss is reported for the period, while Adjusted Earnings per Share reflects the effect of such dilution.
When considered together with comprehensive GAAP financial information, Adjusted Earnings per Share may help evaluate Bending Spoons’ profitability and compounding efficiency, as well as improve period-to-period comparability, particularly during periods in which acquisition and transformation activities were especially intensive.
The following table presents a reconciliation of diluted earnings per share to Adjusted Earnings per Share for the periods shown. The per-share figures reflect the stock split approved on April 23, 2026, which became effective on April 28, 2026, and the reverse stock split approved on May 28, 2026, which became effective on May 29, 2026.
| Three months ended June 30, | ||||||||
| Per-share, except percentages | 2025 | 2026 | Change | |||||
| Diluted earnings per share | $ | 0.11 | $ | 0.28 | 163 % | |||
| Amortization and impairment of acquired intangible assets | $ | 0.06 | $ | 0.13 | 121 % | |||
| Transaction-related expense | $ | 0.00 | $ | 0.01 | 798 % | |||
| Reorganization-related expense | $ | 0.02 | $ | 0.08 | 333 % | |||
| Foreign exchange loss (gain) on assets and liabilities denominated in a non-functional currency | $ | 0.01 | $ | (0.03) | nm | |||
| Loss (gain) from changes in the fair value of interest rate swaps | $ | 0.00 | $ | 0.01 | 305 % | |||
| Other items not indicative of core or ongoing operating performance | $ | 0.00 | $ | 0.00 | 19 % | |||
| Income tax effect of the foregoing adjustments | $ | (0.03) | $ | (0.02) | (38) % | |||
| Adjusted Earnings per Share | $ | 0.17 | $ | 0.46 | 167 % | |||
We have revised our definition of Adjusted Earnings per Share so that, for a given period, we also adjust diluted earnings per share to exclude foreign exchange gains and losses on assets and liabilities denominated in a non-functional currency, and gains and losses from changes in the fair value of interest rate swaps. These items are recorded in other expense (income) in our GAAP financial statements. Management believes that these adjustments improve period-to-period comparability.
The following table presents a reconciliation of the original and revised definitions of Adjusted Earnings per Share for the disclosed quarterly periods of Q1 2025, Q2 2025, Q1 2026, and Q2 2026, and the disclosed annual periods of 2023, 2024, and 2025.
| Three months ended March 31, | Three months ended June 30, | Twelve months ended December 31, | ||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | 2023 | 2024 | 2025 | ||||||||||||||
| Adjusted Earnings per Share, original definition | $ | 0.08 | $ | 0.32 | $ | 0.16 | $ | 0.48 | $ | 0.18 | $ | 0.38 | $ | 0.60 | ||||||
| Foreign exchange loss (gain) on assets and liabilities denominated in a non-functional currency | $ | 0.01 | $ | (0.05) | $ | 0.01 | $ | (0.03) | $ | 0.01 | $ | (0.02) | $ | 0.05 | ||||||
| Loss (gain) from changes in the fair value of interest rate swaps | $ | 0.00 | $ | (0.02) | $ | 0.00 | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.00 | ||||||
| Income tax effect of the foregoing adjustments | $ | (0.00) | $ | 0.01 | $ | (0.00) | $ | 0.00 | $ | (0.01) | $ | 0.00 | $ | (0.02) | ||||||
| Adjusted Earnings per Share, revised definition | $ | 0.09 | $ | 0.26 | $ | 0.17 | $ | 0.46 | $ | 0.20 | $ | 0.38 | $ | 0.65 | ||||||
Quarterly unaudited financial statements as of June 30, 2026
Condensed consolidated balance sheet (unaudited)
| Thousands | December 31, 2025 | June 30, 2026 | |||
| ASSETS | |||||
| Cash and cash equivalents | $ | 629,944 | $ | 792,950 | |
| Accounts receivable, net | $ | 144,593 | $ | 278,767 | |
| Income tax receivables, current | $ | 12,838 | $ | 12,611 | |
| Costs to obtain contracts, current | $ | 16,545 | $ | 17,557 | |
| Prepaid expenses | $ | 40,433 | $ | 49,686 | |
| Other current assets | $ | 74,312 | $ | 200,131 | |
| Total current assets | $ | 918,664 | $ | 1,351,702 | |
| Goodwill | $ | 2,423,570 | $ | 4,146,212 | |
| Intangible assets, net | $ | 1,077,974 | $ | 2,156,607 | |
| Property, plant, and equipment, net | $ | 11,078 | $ | 13,851 | |
| Deferred tax assets | $ | 271,073 | $ | 270,165 | |
| Costs to obtain contracts, non-current | $ | 523 | $ | 695 | |
| Other non-current assets, net | $ | 54,611 | $ | 116,167 | |
| Total assets | $ | 4,757,495 | $ | 8,055,399 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Accounts payable | $ | 21,413 | $ | 35,895 | |
| Long-term debt, current | $ | 415,260 | $ | 794,141 | |
| Deferred revenue, current | $ | 450,499 | $ | 583,265 | |
| Income tax current liabilities | $ | 65,407 | $ | 76,427 | |
| Accrued and other current liabilities | $ | 165,951 | $ | 622,926 | |
| Total current liabilities | $ | 1,118,530 | $ | 2,112,654 | |
| Long-term debt, non-current | $ | 2,255,622 | $ | 4,086,939 | |
| Deferred tax liabilities | $ | 349,073 | $ | 491,632 | |
| Deferred revenue, non-current | $ | 214 | $ | 38,404 | |
| Other non-current liabilities | $ | 39,193 | $ | 67,357 | |
| Total liabilities | $ | 3,762,632 | $ | 6,796,987 | |
| Commitments and contingencies | |||||
| Common stock | $ | 1,467 | $ | 14,760 | |
| Additional paid-in capital | $ | 662,753 | $ | 704,070 | |
| Other equity items | $ | 330,643 | $ | 539,582 | |
| Total shareholders’ equity | $ | 994,863 | $ | 1,258,412 | |
| Total liabilities and shareholders’ equity | $ | 4,757,495 | $ | 8,055,399 | |
See accompanying notes to condensed consolidated interim financial statements
Condensed consolidated income statement (unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands, except per-share amounts | 2025 | 2026 | 2025 | 2026 | |||||||
| Revenue | $ | 311,100 | $ | 704,155 | $ | 570,046 | $ | 1,305,476 | |||
| Cost of revenue | $ | 106,615 | $ | 240,534 | $ | 200,118 | $ | 433,651 | |||
| Gross profit | $ | 204,485 | $ | 463,621 | $ | 369,928 | $ | 871,825 | |||
| Research and development expense | $ | 19,398 | $ | 58,204 | $ | 63,157 | $ | 152,599 | |||
| Sales and marketing expense | $ | 30,696 | $ | 72,679 | $ | 68,014 | $ | 131,230 | |||
| General and administrative expense | $ | 53,774 | $ | 92,488 | $ | 142,754 | $ | 227,573 | |||
| Operating income | $ | 100,617 | $ | 240,251 | $ | 96,003 | $ | 360,422 | |||
| Interest expense | $ | 35,733 | $ | 108,970 | $ | 55,049 | $ | 202,154 | |||
| Other expense (income) | $ | 2,745 | $ | (19,488) | $ | 6,734 | $ | (68,832) | |||
| Income before tax | $ | 62,139 | $ | 150,769 | $ | 34,220 | $ | 227,101 | |||
| Income tax expense (benefit) | $ | (3,113) | $ | (26,198) | $ | 81,173 | $ | 22,668 | |||
| Net income (loss) | $ | 65,253 | $ | 176,967 | $ | (46,953) | $ | 204,433 | |||
| Net income (loss) attributable to non-controlling interests | $ | (31) | $ | — | $ | (67) | $ | — | |||
| Net income (loss) attributable to Bending Spoons shareholders | $ | 65,283 | $ | 176,967 | $ | (46,885) | $ | 204,433 | |||
| Earnings (loss) per share attributable to Bending Spoons shareholders: | |||||||||||
| Basic¹ | $ | 0.11 | $ | 0.30 | $ | (0.08) | $ | 0.34 | |||
| Diluted¹,² | $ | 0.11 | $ | 0.28 | $ | (0.08) | $ | 0.32 | |||
| Weighted average shares used to compute earnings (loss) per share attributable to Bending Spoons shareholders: | |||||||||||
| Basic¹ | 577,681 | 600,821 | 577,673 | 599,253 | |||||||
| Diluted¹,² | 613,746 | 634,748 | 577,673 | 635,046 | |||||||
See accompanying notes to condensed consolidated interim financial statements
Condensed consolidated statement of comprehensive income (loss) (unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Net income (loss) | $ | 65,253 | $ | 176,967 | $ | (46,953) | $ | 204,433 | |||
| Other comprehensive income (loss): | |||||||||||
| Change in foreign currency translation adjustments | $ | 15,446 | $ | (14,579) | $ | 18,192 | $ | (36,536) | |||
| Gain (loss) on derivative instruments that are designated and qualify as cash flow hedges | $ | (9,098) | $ | 21,113 | $ | (9,372) | $ | 45,543 | |||
| Other comprehensive income, before tax | $ | 6,348 | $ | 6,534 | $ | 8,821 | $ | 9,007 | |||
| Income tax benefit (expense) of the items included in other comprehensive income¹ | $ | 2,206 | $ | (2,085) | $ | 2,272 | $ | (4,500) | |||
| Other comprehensive income, net of tax | $ | 8,554 | $ | 4,449 | $ | 11,093 | $ | 4,507 | |||
| Comprehensive income (loss) | $ | 73,807 | $ | 181,417 | $ | (35,860) | $ | 208,939 | |||
| Comprehensive income (loss) attributable to non-controlling interests | $ | (33) | $ | — | $ | (67) | $ | — | |||
| Comprehensive income (loss) attributable to Bending Spoons shareholders | $ | 73,839 | $ | 181,417 | $ | (35,793) | $ | 208,939 | |||
See accompanying notes to condensed consolidated interim financial statements
| Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Common stock¹ | Treasury stock at cost | ||||||||||||||||||||||||||||
| Thousands, except share counts | Shares³ | Amounts | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings | Shares³ | Amounts | Total Bending Spoons shareholders' equity | Non-controlling interests | Total shareholders' equity | |||||||||||||||||||
| Balance as of April 1, 2025 | 654,174,045 | $ | 1,431 | $ | 351,226 | $ | (22,150) | $ | 212,604 | (76,509,875) | $ | (34) | $ | 543,078 | $ | 493 | $ | 543,571 | |||||||||||
| Equity compensation expense² | — | $ | — | $ | 11,396 | $ | — | $ | — | — | $ | — | $ | 11,396 | $ | — | $ | 11,396 | |||||||||||
| Other transactions with shareholders | — | $ | — | $ | 160 | $ | — | $ | — | 3,082 | $ | 8 | $ | 168 | $ | (461) | $ | (292) | |||||||||||
| Other comprehensive income, net of tax | — | $ | — | $ | — | $ | 8,556 | $ | — | — | $ | — | $ | 8,556 | $ | (2) | $ | 8,554 | |||||||||||
| Net income | — | $ | — | $ | — | $ | — | $ | 65,283 | — | $ | — | $ | 65,283 | $ | (31) | $ | 65,253 | |||||||||||
| Balance as of June 30, 2025 | 654,174,045 | $ | 1,431 | $ | 362,782 | $ | (13,593) | $ | 277,888 | (76,506,794) | $ | (26) | $ | 628,481 | $ | — | $ | 628,481 | |||||||||||
| Three months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Common stock¹ | Treasury stock at cost | ||||||||||||||||||||||||||||
| Thousands, except share counts | Shares³ | Amounts | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings | Shares³ | Amounts | Total Bending Spoons shareholders' equity | Non-controlling interests | Total shareholders' equity | |||||||||||||||||||
| Balance as of April 1, 2026 | 673,541,360 | $ | 1,476 | $ | 703,048 | $ | 6,064 | $ | 352,101 | (72,720,690) | $ | — | $ | 1,062,690 | $ | — | $ | 1,062,690 | |||||||||||
| Equity compensation expense² | — | $ | — | $ | 14,306 | $ | — | $ | — | — | $ | — | $ | 14,306 | $ | — | $ | 14,306 | |||||||||||
| Other transactions with shareholders | — | $ | 13,284 | $ | (13,284) | $ | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Other comprehensive income, net of tax | — | $ | — | $ | — | $ | 4,449 | $ | — | — | $ | — | $ | 4,449 | $ | — | $ | 4,449 | |||||||||||
| Net income | — | $ | — | $ | — | $ | — | $ | 176,967 | — | $ | — | $ | 176,967 | $ | — | $ | 176,967 | |||||||||||
| Balance as of June 30, 2026 | 673,541,360 | $ | 14,760 | $ | 704,070 | $ | 10,513 | $ | 529,069 | (72,720,690) | $ | — | $ | 1,258,412 | $ | — | $ | 1,258,412 | |||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Common stock¹ | Treasury stock at cost | ||||||||||||||||||||||||||||
| Thousands, except share counts | Shares³ | Amounts | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings | Shares³ | Amounts | Total Bending Spoons shareholders' equity | Non-controlling interests | Total shareholders' equity | |||||||||||||||||||
| Balance as of January 1, 2025 | 654,174,045 | $ | 1,431 | $ | 334,737 | $ | (24,686) | $ | 324,773 | (76,509,875) | $ | (34) | $ | 636,221 | $ | 528 | $ | 636,749 | |||||||||||
| Equity compensation expense² | — | $ | — | $ | 27,885 | $ | — | $ | — | — | $ | — | $ | 27,885 | $ | — | $ | 27,885 | |||||||||||
| Other transactions with shareholders | — | $ | — | $ | 160 | $ | — | $ | — | 3,082 | $ | 8 | $ | 168 | $ | (461) | $ | (292) | |||||||||||
| Other comprehensive income, net of tax | — | $ | — | $ | — | $ | 11,093 | $ | — | — | $ | — | $ | 11,093 | $ | — | $ | 11,093 | |||||||||||
| Net income | — | $ | — | $ | — | $ | — | $ | (46,885) | — | $ | — | $ | (46,885) | $ | (67) | $ | (46,953) | |||||||||||
| Balance as of June 30, 2025 | 654,174,045 | $ | 1,431 | $ | 362,782 | $ | (13,593) | $ | 277,888 | (76,506,794) | $ | (26) | $ | 628,481 | $ | — | $ | 628,481 | |||||||||||
| Six months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Common stock¹ | Treasury stock at cost | ||||||||||||||||||||||||||||
| Thousands, except share counts | Shares³ | Amounts | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings | Shares³ | Amounts | Total Bending Spoons shareholders' equity | Non-controlling interests | Total shareholders' equity | |||||||||||||||||||
| Balance as of January 1, 2026 | 669,541,360 | $ | 1,467 | $ | 662,753 | $ | 6,007 | $ | 324,636 | (72,798,960) | $ | — | $ | 994,863 | $ | — | $ | 994,863 | |||||||||||
| Equity compensation expense² | — | $ | — | $ | 42,984 | $ | — | $ | — | — | $ | — | $ | 42,984 | $ | — | $ | 42,984 | |||||||||||
| Stock option exercise | 4,000,000 | 9 | 6,927 | — | — | — | — | 6,937 | — | 6,937 | |||||||||||||||||||
| Other transactions with shareholders | — | $ | — | $ | 4,690 | $ | — | $ | — | 78,270 | $ | — | $ | 4,690 | $ | — | $ | 4,690 | |||||||||||
| Free capital increase for stock split | — | 13,284 | (13,284) | — | — | — | — | — | — | — | |||||||||||||||||||
| Other comprehensive income, net of tax | — | $ | — | $ | — | $ | 4,507 | $ | — | — | $ | — | $ | 4,507 | $ | — | $ | 4,507 | |||||||||||
| Net income | — | $ | — | $ | — | $ | — | $ | 204,433 | — | $ | — | $ | 204,433 | $ | — | $ | 204,433 | |||||||||||
| Balance as of June 30, 2026 | 673,541,360 | $ | 14,760 | $ | 704,070 | $ | 10,513 | $ | 529,069 | (72,720,690) | $ | — | $ | 1,258,412 | $ | — | $ | 1,258,412 | |||||||||||
See accompanying notes to condensed consolidated interim financial statements
Condensed consolidated statement of cash flows (unaudited)
| Six months ended June 30, | |||||
| Thousands | 2025 | 2026 | |||
| Cash flows from operating activities: | |||||
| Net income (loss) | $ | (46,953) | $ | 204,433 | |
| Adjustments to reconcile net income to net cash from operating activities: | |||||
| Equity compensation expense | $ | 27,885 | $ | 42,984 | |
| Impairment and depreciation of property, plant, and equipment | $ | 2,457 | $ | 2,469 | |
| Impairment and amortization of intangible assets | $ | 65,788 | $ | 151,473 | |
| Deferred tax expense (benefit) | $ | 78,444 | $ | 9,286 | |
| Change in the fair value of interest rate swaps | $ | 1,914 | $ | (9,397) | |
| Change in provisions | $ | 3,529 | $ | 4,424 | |
| Non-cash interest expense | $ | 5,007 | $ | 15,842 | |
| Other | $ | 6,127 | $ | (56,874) | |
| Changes in operating assets and liabilities: | |||||
| Accounts receivable, net | $ | (667) | $ | (77,337) | |
| Accounts payable | $ | (17,567) | $ | 4,820 | |
| Accrued and other liabilities | $ | (9,951) | $ | (17,062) | |
| Income tax liabilities and income tax assets, current | $ | (34,586) | $ | (13,084) | |
| Deferred revenue | $ | 23,192 | $ | 15,247 | |
| Other assets | $ | (16,888) | $ | (22,982) | |
| Net cash from operating activities | $ | 87,733 | $ | 254,240 | |
| Cash flows from investing activities: | |||||
| Acquisitions of businesses net of cash, cash equivalents, and restricted cash acquired | $ | (575,228) | $ | (2,286,259) | |
| Purchase of intangible assets | $ | (53) | $ | — | |
| Purchase of property, plant, and equipment | $ | (282) | $ | (3,969) | |
| Net cash from investing activities | $ | (575,563) | $ | (2,290,228) | |
| Cash flows from financing activities: | |||||
| Principal repayments of long-term debt | $ | (298,113) | $ | (203,694) | |
| Proceeds from issuance of debt | $ | 1,012,901 | $ | 2,566,532 | |
| Proceeds from issuance of common stock for equity compensation | $ | — | $ | 6,937 | |
| Payments of debt issuance cost | $ | (25,777) | $ | (103,621) | |
| Proceeds from paid-in capital increase and sale of treasury shares | $ | 178 | $ | 1,294 | |
| Net cash from financing activities | $ | 689,188 | $ | 2,267,448 | |
| Total cash generated (used) | $ | 201,359 | $ | 231,461 | |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | $ | 9,573 | $ | (20,455) | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 210,931 | $ | 211,006 | |
| Cash, cash equivalents, and restricted cash at the beginning of the period | $ | 238,723 | $ | 629,944 | |
| Cash, cash equivalents, and restricted cash at the end of the period | $ | 449,654 | $ | 840,950 | |
| Supplemental disclosure of cash flow information: | |||||
| Interests paid | $ | 49,737 | $ | 161,153 | |
| Cash and cash equivalents at the end of the period | $ | 449,654 | $ | 792,950 | |
| Restricted cash at the end of the period | $ | — | $ | 48,000 | |
See accompanying notes to condensed consolidated interim financial statements
Basis of presentation and principles of consolidation. The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission for condensed interim financial statements, including Article 10 of Regulation S-X (Rule 10-01). Accordingly, these statements do not include all the information and notes required by GAAP for complete annual financial statements. All intercompany transactions and balances have been eliminated.
The accompanying unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the results of the interim periods presented. Interim results are not necessarily indicative of the results for the full year.
The information included in these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year 2025 of Bending Spoons S.p.A. (together with its consolidated subsidiaries, except where the context otherwise requires or where otherwise indicated, “Bending Spoons,” “we,” “our,” or “us”).
Use of estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates that affect the amounts reported. We base our estimates on assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, including those related to the fair values of assets and liabilities acquired through acquisitions, the useful lives of intangible assets and property, plant, and equipment, pre-combinations costs, lease terms, income and indirect taxes, contingent liabilities, the recoverability of intangible assets and long-lived assets, goodwill impairment, the fair value of financial instruments (including derivatives), and equity compensation. These estimates are inherently subject to judgment, and actual results could differ materially.
Revenue recognition. Bending Spoons mainly generates revenue from the following sources:
- Subscriptions. We sell term-based access to our products to individuals and organizations. These contracts are typically auto-renewing, with term durations ranging from one week to a few years. Subscription revenue is recognized ratably over the subscription term. We have evaluated these contracts under the principal-versus-agent guidance in ASC 606 and determined that we act as the principal, as we are responsible for the fulfillment of the performance obligation, and retain control of our products prior to transfer to the customer, including in arrangements where distribution occurs through third-party platforms, which do not control our products. We determined we act as an agent in certain limited arrangements involving the resale of third-party services, for which we do not control the specified goods or services before they are transferred to the customer.
- Advertising. We sell advertising space in some of our products, both directly to advertisers and through intermediaries such as media agencies and programmatic networks. Under arrangements with networks, we contract directly with the network, which is identified as the customer. The network controls the advertising service, including advertiser selection, pricing, ad serving, measurement, and billing. We provide access to advertising inventory within our products based on a proceeds-share agreement with the network. Advertising revenue is recognized in an amount equal to our share of advertising proceeds. Our performance obligation is satisfied at a point in time and control transfers when advertising is delivered, that is when impressions and, where applicable, clicks are recorded.
- Other revenue. Other revenue is primarily generated from ticketing services and payment processing services we offer to event creators. For ticketing services, we earn a fee that is partly fixed and partly based on the value of the ticket sold. Our performance obligation is to facilitate and process the transaction and issue the ticket, and revenue is recognized when the ticket is sold. For payment processing services, we provide the event creator with two options: to use our payment processing or to use third-party payment processing. Under the first option, we are the merchant of record and are responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. We are also responsible for remitting these amounts collected, less our fees and any payment processing cost, to the event creator. For these services, we are responsible for fulfilling the promise to process the payment and we have discretion in establishing the price of the service. As such, we determined we are the principal in providing the service and we recognize revenue on a gross basis with respect to costs incurred for processing the ticketing transaction. These fees are then recognized and included in cost of revenue in the condensed consolidated income statements. Under the second option, we are not responsible for processing the transaction or collecting the face value of the ticket and associated fees, therefore we act as an agent in the transaction, and we record revenue on a net basis. Residual revenue streams in the other revenue bucket include one-time in-app purchases, usage-based fees exceeding contractual limits under certain subscription arrangements, contracts for the development of custom features or integrations, and non material sales of pet tracking devices.
Revenue is recognized for each performance obligation when, or as, the performance obligation is satisfied. Payment terms and conditions vary by contract type. The period between the recording of an invoice to be issued or issuance of an invoice and the corresponding payment due date generally ranges from 15 to 60 days. Payments are primarily collected through third-party payment processors and mobile application stores.
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Subscription revenue | $ | 282,138 | $ | 540,790 | $ | 521,571 | $ | 1,047,991 | |||
| Advertising revenue | $ | 19,285 | $ | 88,637 | $ | 35,791 | $ | 158,811 | |||
| Other revenue | $ | 9,676 | $ | 74,728 | $ | 12,684 | $ | 98,674 | |||
| Total revenue | $ | 311,100 | $ | 704,155 | $ | 570,046 | $ | 1,305,476 | |||
The following table presents revenue by geography, based on user and customer location.
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| U.S. | $ | 148,428 | $ | 434,864 | $ | 278,101 | $ | 808,622 | |||
| U.K. | $ | 21,459 | $ | 46,304 | $ | 39,232 | $ | 82,397 | |||
| Germany | $ | 14,605 | $ | 30,582 | $ | 22,000 | $ | 50,611 | |||
| Canada | $ | 8,783 | $ | 21,049 | $ | 16,171 | $ | 36,949 | |||
| Japan | $ | 9,634 | $ | 13,252 | $ | 18,417 | $ | 27,465 | |||
| Australia | $ | 7,599 | $ | 15,354 | $ | 14,047 | $ | 28,249 | |||
| France | $ | 7,374 | $ | 12,928 | $ | 12,835 | $ | 23,958 | |||
| Brazil | $ | 6,673 | $ | 7,724 | $ | 13,122 | $ | 14,524 | |||
| Italy | $ | 5,924 | $ | 9,042 | $ | 10,751 | $ | 16,863 | |||
| Other regions | $ | 80,622 | $ | 113,057 | $ | 145,371 | $ | 215,838 | |||
| Total revenue | $ | 311,100 | $ | 704,155 | $ | 570,046 | $ | 1,305,476 | |||
Deferred revenue. Deferred revenue consists of amounts billed in advance of our performance obligation. We report deferred revenue on a contract-by-contract basis at the end of each reporting period. We classify deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balances were $451 million and $583 million as of December 31, 2025, and June 30, 2026, respectively. The non-current deferred revenue balances were $0.2 million and $38 million as of December 31, 2025, and June 30, 2026, respectively. The increase in current deferred revenue is primarily attributable to new acquisitions made in 2026. The increase in the non-current portion of deferred revenue is entirely attributable to the acquisition of the Tractive business occurred in Q2 2026. Of the deferred revenue balance as of December 31, 2025, $351 million was recognized as revenue during the first half of 2026.
The aggregate balance of performance obligations that were unsatisfied or partially unsatisfied as of June 30, 2026, was $775 million.
Cash and cash equivalents. Cash and cash equivalents mainly consist of readily available cash held in interest-bearing accounts with financial institutions or by third-party payment processors. Our virtual wallet balances as a merchant, which represent funds held by third-party payment processors available for settlement, are classified as cash and cash equivalents, as they represent funds that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. These balances amounted to $13 million and $131 million as of December 31, 2025, and June 30, 2026, respectively. The increase is primarily attributable to the acquisition of Eventbrite, Inc.
Fair value of financial instruments. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value, as follows:
- Level 1. Observable inputs based on unadjusted quoted prices for identical or similar instruments in active markets.
- Level 2. Inputs other than quoted prices included in level 1 that are observable either directly or indirectly.
- Level 3. Unobservable inputs for which there is little or no market data, thus requiring us to develop our own assumptions.
Income taxes. We determine our income tax provision for each interim period by applying an estimated annual effective tax rate (“AETR”) to year-to-date pre-tax income, in accordance with ASC 740-270. The AETR represents management’s best estimate of the effective income tax rate expected to apply to full-year pre-tax income, considering the anticipated mix of income across jurisdictions and estimated permanent differences. The AETR is revised at each subsequent interim period if our estimate of the full-year effective rate changes. Certain items that are unusual, infrequent, or that cannot be reliably estimated on an annual basis are treated as discrete items and recognized in the period in which they occur rather than being included in the AETR computation.
Stock split. On April 23, 2026, our shareholders approved a 10-for-1 stock split that became effective on April 28, 2026, through a share capital increase for no consideration with an aggregate nominal amount of €12,123,744.48. The increase authorized the issuance of 558,433,233 class A shares, 56,822,778 class B shares, 288,132,219 class C shares, 136,576,530 class X-1 shares, 52,436,448 class X-2 shares, and 119,973,240 class X-3 shares with no par value. The share capital increase was executed, and a total of 1,212,374,448 shares were issued to existing shareholders for no consideration and in proportion to their holdings as of the issuance date, with an implicit par value per share of €0.01.
Reverse stock split. On May 28, 2026, our shareholders approved a 1-for-2 reverse stock split that became effective on May 29, 2026, reducing the number of existing shares as of the date of the resolution from 1,347,082,720 to 673,541,360, with an implicit par value per share of €0.02.
Share conversion. On April 23, 2026, our shareholders approved our amended and restated bylaws and the conversion of all outstanding class B shares, class C shares, class X-1 shares, class X-2 shares, and class X-3 shares into ordinary shares based on a 1-for-1 ratio, in each case subject to and effective upon the effective date of our registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission. As a result, as of June 30, 2026, we have two classes of shares outstanding: ordinary shares and class A shares.
In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We are currently evaluating this ASU to determine its impact on our financial disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. Upon adoption, we will be required to account for internal-use software under the updated capitalization criteria. The standard is effective for our interim and annual 2028 periods. We are currently evaluating this ASU to determine its impact on our financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), which expands the types of hedging relationships that qualify for hedge accounting and refines certain presentation and disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. We are currently evaluating the impact of this guidance on our consolidated financial statements.
The following tables set forth the financial instruments that we measured at fair value on a recurring basis:
| December 31, 2025 | |||||||||||
| Thousands | Total | Level 1 | Level 2 | Level 3 | |||||||
| Financial assets: | |||||||||||
| Non-marketable securities | $ | 119 | $ | — | $ | — | $ | 119 | |||
| Derivative financial instruments | $ | 202 | $ | — | $ | 202 | $ | — | |||
| Other investments | $ | 443 | $ | — | $ | — | $ | 443 | |||
| Total financial assets | $ | 764 | $ | — | $ | 202 | $ | 563 | |||
| Financial liabilities: | |||||||||||
| Derivative financial instruments | $ | 13,218 | $ | — | $ | 13,218 | $ | — | |||
| Total financial liabilities | $ | 13,218 | $ | — | $ | 13,218 | $ | — | |||
| June 30, 2026 | |||||||||||
| Thousands | Total | Level 1 | Level 2 | Level 3 | |||||||
| Financial assets: | |||||||||||
| Non-marketable securities | $ | 103 | $ | — | $ | — | $ | 103 | |||
| Derivative financial instruments | $ | 44,340 | $ | — | $ | 44,340 | $ | — | |||
| Other investments | $ | 443 | $ | — | $ | — | $ | 443 | |||
| Total financial assets | $ | 44,886 | $ | — | $ | 44,340 | $ | 547 | |||
| Financial liabilities: | |||||||||||
| Derivative financial instruments | $ | 3,458 | $ | — | $ | 3,458 | $ | — | |||
| Total financial liabilities | $ | 3,458 | $ | — | $ | 3,458 | $ | — | |||
We use derivative instruments to manage interest rate risks. We entered into interest rate swaps in connection with certain variable-rate debt financing agreements (see Note 8). The fair value of the outstanding interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis. We have determined that the significant inputs, such as interest yield curve and discount rate, used to value our interest rate swaps fall within Level 2 of the fair value hierarchy. In the second quarter of 2025 and 2026, we recorded within other expense (income) net losses of $0.6 million and $5 million, respectively, in relation to ineffective hedging derivatives. In the first half of 2025 and 2026, we recorded within other expense (income) net losses of $1 million and gains of $9 million, respectively, in relation to ineffective hedging derivatives.
The gross notional amount of our derivative interest rate swaps outstanding as of December 31, 2025, and June 30, 2026, was $1.47 billion and $4.71 billion, respectively.
The following table presents the fair value and the location of derivative contracts reported in the consolidated balance sheets.
| Thousands | December 31, 2025 | June 30, 2026 | |||
| Other non-current assets, net | $ | 202 | $ | 7,143 | |
| Other current assets | $ | — | $ | 37,197 | |
| Other non-current liabilities | $ | 7,482 | $ | 1,341 | |
| Accrued and other current liabilities | $ | 5,736 | $ | 2,118 | |
Property, plant, and equipment, net consisted of the following:
| Thousands | December 31, 2025 | June 30, 2026 | |||
| Leasehold improvements | $ | 14,074 | $ | 14,009 | |
| Furniture and fixtures | $ | 6,280 | $ | 7,096 | |
| Plant and equipment | $ | 3,844 | $ | 4,294 | |
| Projects in progress | $ | 397 | $ | 98 | |
| Total property, plant, and equipment, gross | $ | 24,594 | $ | 25,497 | |
| Accumulated depreciation | $ | (13,516) | $ | (11,647) | |
| Total property, plant, and equipment, net | $ | 11,078 | $ | 13,851 | |
Depreciation expenses of property, plant, and equipment were $1 million and $2 million in the second quarter of 2025 and 2026, respectively, and $3 million in the first half of both 2025 and 2026. Depreciation expenses were recorded within general and administrative expense.
Other current assets consisted of the following:
| Thousands | December 31, 2025 | June 30, 2026 | |||
| Tax assets, other than current income taxes | $ | 62,028 | $ | 77,465 | |
| Advance payments | $ | 1,258 | $ | 6,712 | |
| Finished goods inventories | $ | — | $ | 9,862 | |
| Derivative financial instruments | $ | — | $ | 37,197 | |
| Security deposit | $ | 530 | $ | 6,319 | |
| Other deposits | $ | — | $ | 48,000 | |
| Other items | $ | 10,496 | $ | 14,577 | |
| Total other current assets | $ | 74,312 | $ | 200,131 | |
The other deposits as of June 30, 2026, refer to a restricted cash amount related to a collateralized cash account established by Eventbrite, Inc. in 2024 amounting to $48 million. Such reserve was set up to manage and mitigate potential risks related to refunds and chargebacks.
Accrued and other current liabilities consisted of the following:
| Thousands | December 31, 2025 | June 30, 2026 | |||
| Payable to creators | $ | — | $ | 296,602 | |
| Accrued expenses | $ | 44,889 | $ | 85,368 | |
| Payable to team members and directors | $ | 50,075 | $ | 50,024 | |
| Tax liabilities, other than current income taxes | $ | 39,168 | $ | 47,063 | |
| Operating lease liabilities, current | $ | 8,792 | $ | 12,965 | |
| Social securities | $ | 5,239 | $ | 6,741 | |
| Provision for risks | $ | 812 | $ | 4,891 | |
| Deferred R&D incentive | $ | 2,123 | $ | 1,105 | |
| Derivative financial instruments | $ | 5,736 | $ | 2,118 | |
| Other payables | $ | 9,115 | $ | 116,048 | |
| Total accrued and other current liabilities | $ | 165,951 | $ | 622,926 | |
Other payables as of June 30, 2026, includes the deferred consideration for the acquisition of Tractive (see Note 4 for further details).
On January 2, 2026, we acquired 100% of the issued and outstanding equity securities of AOL Holdco I LLC, a Delaware limited liability company, for a total cash consideration of $1.45 billion. AOL Holdco I LLC is the owner of AOL and operates an email service, a news portal, and a search engine catering to a consumer audience. Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $10.3 million and were recognized in general and administrative expense for $4.3 million and $6 million in 2025 and in 2026, respectively.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
| Thousands | Fair value | |
| Goodwill | $ | 847,949 |
| Intellectual properties | $ | 56,044 |
| Customer base | $ | 398,720 |
| Other intangible assets | $ | 141,740 |
| Cash and cash equivalents | $ | 18,154 |
| Trade receivables and other current assets | $ | 20,218 |
| Total assets acquired | $ | 1,482,825 |
| Accrued and other current liabilities | $ | 28,393 |
| Total liabilities assumed | $ | 28,393 |
| Fair value of net assets acquired | $ | 1,454,432 |
We are in the process of finalizing the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets, and income taxes. We have used a preliminary valuation approach, including market-based methods that consider valuation multiples derived from comparable transactions, to estimate the fair values of the identifiable intangible assets. Measurement period adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.
Our condensed consolidated interim income statements include AOL’s revenue of $294 million and an income before tax of $156 million for the period from the acquisition date (January 2 to June 30, 2026).
On March 10, 2026, we acquired 100% of the issued and outstanding equity securities of Eventbrite, Inc., a Delaware corporation, for a total consideration of $505 million, of which $3.4 million of equity awards being granted in connection with the transaction, and the remaining portion being all cash settled at closing. In the second quarter of 2026, the equity awards expired unexercised. Eventbrite, Inc. is the owner of Eventbrite, which delivers event creation, ticketing, and discovery services for organizers and attendees. Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $2.6 million and were recognized in general and administrative expense for $0.1 million and $2.5 million in 2025 and in 2026, respectively.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
| Thousands | Fair value | |
| Goodwill | $ | 293,267 |
| Intellectual properties | $ | 29,127 |
| Customer base | $ | 222,977 |
| Other intangible assets | $ | 47,793 |
| Other non-current assets, net | $ | 2,566 |
| Cash and cash equivalents | $ | 244,764 |
| Trade receivables and other current assets | $ | 110,171 |
| Total assets acquired | $ | 950,664 |
| Deferred tax liabilities | $ | 84,805 |
| Accrued and other current liabilities | $ | 361,259 |
| Total liabilities assumed | $ | 446,064 |
| Fair value of net assets acquired | $ | 504,601 |
We are in the process of finalizing the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets, and income taxes. We have used a preliminary valuation approach, including market-based methods that consider valuation multiples derived from comparable transactions, to estimate the fair values of the identifiable intangible assets. Measurement period
adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.
Our condensed consolidated interim income statements include Eventbrite’s revenue of $91 million and a loss before tax of $51 million for the period from the acquisition date (March 10 to June 30, 2026).
In connection with the acquisition of Eventbrite, certain unvested equity awards held by its team members became subject to accelerated vesting upon the change in control. Based on an assessment of the terms of the awards and the requirements of ASC 805, the portion of the fair value attributable to pre-combination vesting was included in the consideration transferred. The remaining portion, representing the fair value attributable to post-combination vesting and amounting to $4.5 million, was determined to be a separate transaction and was recognized as compensation costs in cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense for 2026.
On May 18, 2026, we acquired 100% of the issued and outstanding equity securities of tractive GmbH, for a total cash consideration of $896 million, of which $781 million at closing and an additional deferred consideration of $115 million payable after one year. Tractive GmbH is an Austria-based technology company specializing in GPS tracking and health monitoring devices for pets.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.
| Thousands | Fair value | |
| Goodwill | $ | 613,933 |
| Intellectual properties | $ | 85,093 |
| Customer base | $ | 218,782 |
| Other intangible assets | $ | 47,781 |
| Deferred tax assets | $ | 9,184 |
| Other non-current assets, net | $ | 3,706 |
| Cash and cash equivalents | $ | 139,784 |
| Trade receivables and other current assets | $ | 26,225 |
| Total assets acquired | $ | 1,144,489 |
| Deferred tax liabilities | $ | 81,302 |
| Other non-current liabilities | $ | 39,570 |
| Accrued and other current liabilities | $ | 127,546 |
| Total liabilities assumed | $ | 248,418 |
| Fair value of net assets acquired | $ | 896,071 |
The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and subject to change as additional information becomes available. We have primarily used an income approach to estimate the fair values of the identifiable intangible assets. Measurement period adjustments may result in material changes to the preliminary amounts recognized, including goodwill. Goodwill is attributable to future economic and financial benefits resulting from the earnings expansion arising from the transformation and ongoing optimization of the acquired business, executed through our Platform and it is deductible for tax purposes.
Transaction costs incurred by us in connection with the acquisition, including professional fees, amounted to $2 million and were recognized in general and administrative expense.
Our condensed consolidated interim income statements include Tractive’s revenue of $27 million and a loss before tax of $13 million for the period from the acquisition date (May 18 to June 30, 2026).
The unaudited pro forma information below presents the combined historical results of operations of Bending Spoons, AOL, Eventbrite, and Tractive as if these businesses had been acquired on January 1, 2025. This information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value of acquired intangible assets had been applied from January 1, 2025, together with the related tax effects. The information for 2025 also includes the transaction costs incurred in connection with these business combinations, as well as the impact of the acceleration of certain equity awards held by team members of the acquired businesses. The information presented is not indicative of our consolidated results of operations for the combined business had the acquisitions occurred at the beginning of 2025 or the results of future operations of the combined business. As mandated by ASC 805-10-50-2, the pro forma information reflects the impact of businesses acquired in 2026 as if they had been acquired on January 1, 2025, while businesses acquired during 2025 are included only from their respective acquisition dates and are not presented on a pro forma basis.
| Six months ended June 30, | |||||
| Thousands | 2025 | 2026 | |||
| Revenues | $ | 1,094,719 | $ | 1,437,179 | |
| Net income | $ | (151,652) | $ | 241,671 | |
As of June 30, 2026, we had the following commitments in place:
- On December 1, 2021, Intesa Sanpaolo S.p.A. issued bank surety No. 03066/8200/00858699 amounting to $2 million in favor of Coima SGR S.p.A., as guarantee for the compliance with all the obligations that will arise from the lease agreement for the building located at Via Bonnet 8-10, Milan. This surety is valid until May 31, 2031.
- On March 13, 2023, and April 23, 2024, SACE S.p.A. and SACE Futuro issued two guarantees of $29 million and $36 million, respectively, in our favor, to safeguard the proper and timely fulfillment of all obligations arising from, respectively, bank loan No. 1104660 and bank loan No. 117640 provided by Intesa Sanpaolo S.p.A. These guarantees will remain valid until, respectively, March 13, 2028, and March 31, 2029.
- On April 30, 2025, Bending Spoons Operations S.p.A. participated in the Italian VAT group settlement regime, resulting in a recoverable VAT credit amounting to $2 million for the 2024 fiscal year. In connection with the offset of such credit, Bending Spoons Operations S.p.A. issued a bank guarantee in favor of the Italian Revenue Agency for a total amount of $3 million, including estimated interest over the guarantee period. The guarantee has a three-year duration from the filing date of the tax return and covers potential claims from the tax authorities, including principal, interest, and penalties, should the credit be challenged or deemed non-compliant.
- On April 30, 2025, Bending Spoons S.p.A. participated in the Italian VAT group settlement regime, resulting in a recoverable VAT credit of $12 million related to the 2024 fiscal year. In connection with the offset of such credit, Bending Spoons S.p.A. issued a bank guarantee in favor of the Italian Revenue Agency for a maximum total amount of $13 million, including estimated interest over the guarantee period. The guarantee has a three-year term starting from the filing date of the tax return and covers potential claims by the tax authorities, including principal, interest, and penalties, should the credit be challenged or deemed partially or wholly non-compliant.
- On April 29, 2026, in connection with the offset of VAT credits of AI Creativity S.r.l., an indirectly wholly owned subsidiary of Bending Spoons S.p.A., through the Italian VAT group regime, Bending Spoons S.p.A. issued an irrevocable guarantee in favor of the Italian Revenue Agency. Under the guarantee, we may be required to reimburse any VAT credits subsequently determined to have been improperly offset, together with any related interest, penalties, and collection costs. The maximum aggregate exposure under the guarantee is approximately $10 million, including estimated statutory interest. The guarantee remains effective until the earlier of (i) three years from the filing date of the relevant VAT return or (ii) the expiration of the applicable tax assessment statute of limitations, as extended under applicable law.
Contingencies may arise in the ordinary course of business. These are accounted for and disclosed in accordance with ASC Topic 450—Contingencies. Typically, the outcomes of these matters are subject to significant uncertainty. If we determine that a material loss is reasonably possible, we disclose this information. We record a liability when it is probable that a material loss will be incurred and the amount can be reasonably estimated. We evaluate developments and make adjustments as appropriate.
Claims, disputes, and legal proceedings. From time to time, we are involved in claims, disputes, and legal proceedings, such as the following:
- In March 2021, Sony Music Entertainment Italy (a subsidiary of Sony Music Entertainment Group), Warner Music Italia (a subsidiary of Warner Music Group), Universal Music Italia (a subsidiary of Universal Music Group), and Warner Music International Services (a subsidiary of Warner Music Group) filed a lawsuit against Vimeo, Inc. in the Court of Milan alleging violations of Italian copyright and unfair competition laws. See Sony Music Entertainment Italy S.p.A. et al. v. Vimeo, Inc., Case No. 10977/2021 (Court of Milan, Business Division). The complaint alleges that Vimeo infringed plaintiffs’ copyrights by hosting and streaming user-uploaded videos that contain plaintiffs’ copyrighted works and that, upon notification of the alleged infringement, Vimeo employed a takedown process that did not comply with Italian law. The complaint seeks, among other things, injunctive relief and damages to be quantified in a separate proceeding. The parties have exchanged briefs, and the matter remains pending before the Court of Milan. We believe that the allegations are without merit and will defend vigorously against them.
- In December 2025, Eventbrite, Inc. received hundreds of substantially similar letters alleging violations of the California Invasion of Privacy Act arising from the use of certain website tracking technologies and pixels, which the claimants contend function as unlawful interception or recording of communications without consent. In February and April 2026, Eventbrite received additional letters, bringing the total claims to approximately 1,810. On April 16, 2026, 300 claimants filed arbitration demands with the American Arbitration Association, and on April 30, 2026, 200 more claimants filed arbitration demands, bringing the total number of arbitration demands to 500. We believe that the allegations are without merit and will defend vigorously against them.
Indemnifications. We enter into indemnification provisions under agreements with other parties in the ordinary course of business. From time to time, claims may arise in connection with such indemnification provisions. Typically, the outcomes of these matters are subject to significant uncertainty. It is not possible to determine the maximum potential loss under these indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses incurred in connection with indemnification provisions have not been material. As of June 30, 2026, we did not have any disclosure or recorded liability in connection with indemnification provisions and related claims.
Non-income taxes. We may be subject to audit by tax authorities in Italy and other jurisdictions regarding non-income tax matters. To date, losses incurred in connection with non-income taxes have not been material. As of June 30, 2026, we did not have any disclosure or liability in connection with non-income taxes.
Changes in the carrying amount of goodwill are as follows:
| Thousands | Goodwill | |
| Balance as of January 1, 2026 | $ | 2,423,570 |
| Goodwill acquired during the year | $ | 1,755,150 |
| Foreign exchange translation | $ | (32,508) |
| Balance as of June 30, 2026 | $ | 4,146,212 |
Intangible assets, which consist of intellectual properties, customer base, and other intangible assets, are as follows:
| December 31, 2025 | |||||||||||
| Thousands | Gross carrying value | Accumulated amortization | Net book value | Weighted average useful life in years | |||||||
| Intellectual properties, net | $ | 435,934 | $ | (197,006) | $ | 238,928 | 3.6 | ||||
| Customer base, net | $ | 745,746 | $ | (88,522) | $ | 657,223 | 8.2 | ||||
| Other intangible assets, net | $ | 209,423 | $ | (27,600) | $ | 181,823 | 7.7 | ||||
| Total intangible assets, net | $ | 1,391,103 | $ | (313,129) | $ | 1,077,974 | |||||
| June 30, 2026 | |||||||||||
| Thousands | Gross carrying value | Accumulated amortization | Net book value | Weighted average useful life in years | |||||||
| Intellectual properties, net | $ | 594,636 | $ | (240,060) | $ | 354,576 | 4.4 | ||||
| Customer base, net | $ | 1,575,948 | $ | (166,542) | $ | 1,409,407 | 7.5 | ||||
| Other intangible assets, net | $ | 443,329 | $ | (50,706) | $ | 392,624 | 7.6 | ||||
| Total intangible assets, net | $ | 2,613,915 | $ | (457,308) | $ | 2,156,607 | |||||
Within cost of revenue, we recorded impairment and amortization expenses related to intangible assets amounting to $36 million and $82 million in the second quarter of 2025 and 2026, respectively, and amounting to $66 million and $151 million in the first half of 2025 and 2026, respectively.
As of June 30, 2026, the expected future amortization expense related to intangible assets is as follows:
| June 30, 2026 | ||||||||
| Thousands | Intellectual properties, net | Customer base, net | Other intangible assets, net | |||||
| Remainder of 2026 | $ | 50,844 | $ | 100,107 | $ | 26,639 | ||
| 2027 | $ | 89,347 | $ | 186,170 | $ | 49,173 | ||
| 2028 | $ | 84,589 | $ | 199,931 | $ | 53,202 | ||
| 2029 | $ | 53,055 | $ | 199,931 | $ | 53,200 | ||
| 2030 | $ | 42,516 | $ | 191,633 | $ | 51,355 | ||
| Thereafter | $ | 34,225 | $ | 531,635 | $ | 159,055 | ||
| Total expected future amortization expense | $ | 354,576 | $ | 1,409,407 | $ | 392,624 | ||
Operating right-of-use assets and operating lease liabilities recognized in the consolidated balance sheet were as follows:
| Thousands | December 31, 2025 | June 30, 2026 | ||||||
| Assets: | ||||||||
| Operating lease right-of-use assets, net | Other non-current assets, net | $ | 35,403 | $ | 74,353 | |||
| Liabilities: | ||||||||
| Operating lease liabilities, current | Accrued and other current liabilities | $ | 8,792 | $ | 12,965 | |||
| Operating lease liabilities, non-current | Other non-current liabilities | $ | 27,850 | $ | 64,290 | |||
| Total lease liabilities | $ | 36,643 | $ | 77,255 | ||||
The components of lease costs recognized in our consolidated income statement were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Operating lease expense | $ | 2,065 | $ | 4,907 | $ | 3,543 | $ | 8,274 | |||
| Variable lease expense and other | $ | 814 | $ | 1,687 | $ | 1,638 | $ | 2,834 | |||
| Total lease expense¹ | $ | 2,879 | $ | 6,594 | $ | 5,181 | $ | 11,108 | |||
Maturities of lease liabilities as of June 30, 2026, were as follows:
| Thousands | June 30, 2026 | |
| Remainder of 2026 | $ | 9,688 |
| 2027 | $ | 17,940 |
| 2028 | $ | 13,197 |
| 2029 | $ | 13,483 |
| 2030 | $ | 12,713 |
| Thereafter | $ | 34,163 |
| Total lease payments | $ | 101,184 |
| Less: amount representing interest | $ | (23,929) |
| Present value of future lease payments | $ | 77,255 |
| Lease liabilities: | ||
| Operating lease liabilities, current | $ | 12,965 |
| Operating lease liabilities, non-current | $ | 64,290 |
The assumptions used for lease term and discount rate follow:
| December 31, 2025 | June 30, 2026 | ||
| Weighted-average remaining lease term in years | 4.5 | 6.5 | |
| Weighted-average discount rate | 7.0 % | 7.9 % |
Supplemental cash flow information related to leases was as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows for operating leases | $ | 1,958 | $ | 3,088 | $ | 3,501 | $ | 5,911 | |||
| Assets obtained in exchange for lease liabilities: | |||||||||||
| Operating leases | $ | 6,865 | $ | 8,452 | $ | 6,865 | $ | 43,570 | |||
The increase in 2026 is mainly attributable to the commencement of two new leases in Milan in February 2026, and the renewal of the lease agreements for our headquarters in Milan and for our office in London in June 2026.
Our outstanding financial debt consisted of the following:
| Thousands | December 31, 2025 | June 30, 2026 | ||||||
| Intesa Sanpaolo n. 117077 | $ | 103,299 | $ | 91,822 | (1) | |||
| Banco BPM n. 117077 | $ | 103,299 | $ | 91,822 | (1) | |||
| BNL n. 117077 | $ | 103,299 | $ | 91,822 | (1) | |||
| BPER Banca n. 117077 | $ | 62,667 | $ | 55,704 | (1) | |||
| Mizuho n. 117077 | $ | 58,544 | $ | 52,039 | (1) | |||
| Deutsche Bank n. 117077 | $ | 39,689 | $ | 35,279 | (1) | |||
| HSBC n. 117077 | $ | 37,078 | $ | 32,958 | (1) | |||
| IFIS n. 117077 | $ | 37,078 | $ | 32,958 | (1) | |||
| Rabo Bank n. 117077 | $ | 37,078 | $ | 32,958 | (1) | |||
| Credit Agricole n. 117077 | $ | 34,151 | $ | 30,356 | (1) | |||
| CACIB n. 117077 | $ | 24,393 | $ | 21,683 | (1) | |||
| JPM n. 117077 | $ | 20,889 | $ | 18,568 | (1) | |||
| MCC n. 117077 | $ | 20,889 | $ | 18,568 | (1) | |||
| NATIXIS n. 117077 | $ | 19,515 | $ | 17,346 | (1) | |||
| CDP n. 117077 | $ | 39,689 | $ | 35,279 | (1) | |||
| Facility A2 - Tranche 1 | $ | 352,500 | $ | 310,745 | (1) | |||
| Facility A2 - Tranche 2 | $ | 206,683 | $ | 182,200 | (1) | |||
| Facility A3 | $ | — | $ | 170,910 | (1) | |||
| Facility A4 | $ | — | $ | 113,940 | (1) | |||
| USD Term Loan B | $ | 892,445 | $ | 854,264 | (2) | |||
| EUR Term Loan B | $ | 406,109 | $ | 383,835 | (3) | |||
| USD Term Loan B (4th amendment) | $ | — | $ | 938,125 | (2) | |||
| EUR Term Loan B (add-on) | $ | — | $ | 337,547 | (3) | |||
| USD Term Loan A | $ | — | $ | 651,750 | (5) | |||
| Intesa Sanpaolo n. 1104660100 | $ | 58,750 | $ | 45,576 | (4) | |||
| Intesa Sanpaolo n. 1176400100 | $ | 47,734 | $ | 39,167 | (4) | |||
| Euro RCF | $ | — | $ | 296,244 | ||||
| Total outstanding principal amount | $ | 2,705,776 | $ | 4,983,469 | ||||
| Unamortized debt discount and issuance costs | $ | (34,894) | $ | (103,340) | ||||
| Euro RCF accrued interest | $ | — | $ | 952 | ||||
| Net carrying amount | $ | 2,670,882 | $ | 4,881,081 | ||||
| Long-term debt: | ||||||||
| Long-term debt, current | $ | 415,260 | $ | 794,141 | ||||
| Long-term debt, non-current | $ | 2,255,622 | $ | 4,086,939 | ||||
As of June 30, 2026, our revolving credit facilities had the following main characteristics:
- Euro RCF. A euro-denominated revolving credit facility, "RCF," providing borrowing capacity up to €1.22 billion ($1.38 billion at the then-current exchange rate), including €239 million add-ons made available in the second quarter of 2026. As of June 30, 2026, the facility was drawn for €260 million ($296 million at the then-current exchange rate) bearing interest equal to one-month Euribor, plus 3.25%. If drawn, amounts outstanding under the facility would bear interest at a rate equal to one-month, three-month, or six-month Euribor (at our discretion) plus 3.00% to 3.75% (depending on leverage ratio). An annual commitment fee equal to 0.90% to 1.13% (depending on leverage ratio) applies to the undrawn portion. The facility matures depending on the timing of certain refinancing events, but in any case no later than March 31, 2031.
- U.S. dollar RCF. A revolving credit facility denominated in U.S. dollars and providing borrowing capacity up to $195 million. As of June 30, 2026, the facility was fully undrawn. If drawn, amounts outstanding under the facility would bear interest at a rate equal to SOFR plus 3.50% or at a rate equal to ABR plus 2.50%. An annual commitment fee of 0.50% applies to the undrawn portion. The facility matures on March 7, 2031.
As of June 30, 2026, our term loan facilities had the following main characteristics:
| (1) | 2024 Euro TLA. The outstanding principal amount was €1.26 billion ($1.44 billion at the then-current exchange rate), including €150 million and €100 million add-ons, which were entirely drawn, completed in the second quarter of 2026. In addition, €100 million and €30 million add-ons, which remained undrawn, were also completed in the second quarter of 2026. 100% of the drawn facility was hedged against interest rate fluctuations. The facility bears interest at a rate ranging from 5.50% to 6.25% (inclusive of the effect and cost of hedging, and depending on leverage ratio) and matures on March 31, 2031. |
| (2) | 2025 U.S. dollar TLB. The outstanding principal amount was $1.79 billion, including a $950 million amendment completed in the first quarter of 2026. 100% of the facility was hedged against interest rate fluctuations. The facility bears interest at a rate equal to 9.43% (inclusive of the effect and cost of hedging) and matures on March 7, 2031. |
| (3) | 2025 Euro TLB. The outstanding principal amount was €0.63 billion ($0.72 billion at the then-current exchange rate), including a €300 million add-on completed in the first quarter of 2026. 100% of the facility was hedged against interest rate fluctuations. The facility bears interest at a rate equal to 7.94% (inclusive of the effect and cost of hedging) and matures on March 7, 2031. |
| (4) | Intesa Sanpaolo TLA. Two facilities whose aggregate outstanding principal amount was €74 million ($85 million at the then-current exchange rate). 100% of the facilities were hedged against interest rate fluctuations. The facilities bear interest at a rate equal to 5.58% (inclusive of the effect and cost of hedging) and mature on March 13, 2028, and on March 31, 2029, respectively. |
| (5) | 2026 U.S. dollar TLA. The outstanding principal amount was $0.65 billion. 100% of the facility was hedged against interest rate fluctuations. The facility bears interest at a rate equal to 6.91% (inclusive of the effect and cost of hedging) and matures on March 7, 2031. |
These financing arrangements include affirmative and negative covenants. The affirmative covenants include obligations relating to compliance with laws, maintenance of authorizations, preservation of assets and insurance, payment of taxes, delivery of financial information, and compliance with applicable financial covenants, including a requirement to maintain a leverage ratio no greater than 4.00. "Leverage ratio" is defined as net debt divided by adjusted EBITDA. "Net debt" is defined as financial debt and the capitalized value of finance lease liabilities, less available cash. "Adjusted EBITDA" is defined as earnings before interest, taxes, depreciation, and amortization, determined on a pro forma basis to include the results of the acquired businesses for the entire reporting period, and adjusted to exclude transaction-related expense, reorganization-related expense, and equity compensation expense, among other items. In addition, adjusted EBITDA reflects achieved cost savings from reorganizations as if they had been achieved at the beginning of the period, as well as expected cost savings. As of June 30, 2026, we were in compliance with this covenant. The negative covenants restrict (among other things) asset disposals, distributions, the incurrence of additional indebtedness, the granting of loans, guarantees, and security interests, and certain acquisitions, mergers, and corporate reorganizations, subject to agreed exceptions.
Each of these financing agreements also contains events of default, including misrepresentations, non-payment, breaches of financial covenants or other obligations, cross-default to other indebtedness, insolvency proceedings, and some change of control or corporate events. Upon the occurrence of an event of default and, where applicable, the expiry of any grace period, lenders may terminate commitments and declare outstanding amounts immediately due and payable.
As of June 30, 2026, the future principal payments for the outstanding debt were as follows:
| Thousands | June 30, 2026 | |
| Remainder of 2026 | $ | 534,408 |
| 2027 | $ | 491,329 |
| 2028 | $ | 479,935 |
| 2029 | $ | 457,859 |
| 2030 | $ | 454,298 |
| Thereafter | $ | 2,565,639 |
| Total future principal payments | $ | 4,983,469 |
The following table sets forth total interest expense related to our debt.
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Interest expense | $ | 36,150 | $ | 107,992 | $ | 56,173 | $ | 200,081 | |||
| Interest rate swap differentials | $ | (417) | $ | 978 | $ | (1,124) | $ | 2,072 | |||
| Total interest expense on debt | $ | 35,733 | $ | 108,970 | $ | 55,049 | $ | 202,154 | |||
The following tables show the changes in accumulated other comprehensive income by component for the second quarter of 2025 and 2026.
| Three months ended June 30, 2025 | ||||||||
| Thousands | Gains and losses on cash flow hedges | Foreign currency items | Total | |||||
| Balance as of April 1, 2025 | $ | 195 | $ | (22,399) | $ | (22,203) | ||
| Other comprehensive income (loss) before reclassifications | $ | (7,038) | $ | 15,446 | $ | 8,408 | ||
| Amounts reclassified from accumulated other comprehensive income (loss) | $ | 146 | $ | — | $ | 146 | ||
| Net current-period other comprehensive income (loss) | $ | (6,892) | $ | 15,446 | $ | 8,554 | ||
| Balance as of June 30, 2025 | $ | (6,697) | $ | (6,953) | $ | (13,649) | ||
| Three months ended June 30, 2026 | ||||||||
| Thousands | Gains and losses on cash flow hedges | Foreign currency items | Total | |||||
| Balance as of April 1, 2026 | $ | 17,202 | $ | (11,132) | $ | 6,070 | ||
| Other comprehensive income (loss) before reclassifications | $ | 16,447 | $ | (14,579) | $ | 1,869 | ||
| Amounts reclassified from accumulated other comprehensive income (loss) | $ | 2,580 | $ | — | $ | 2,580 | ||
| Net current-period other comprehensive income (loss) | $ | 19,028 | $ | (14,579) | $ | 4,449 | ||
| Balance as of June 30, 2026 | $ | 36,230 | $ | (25,711) | $ | 10,519 | ||
The following tables show the changes in accumulated other comprehensive income by component for the first half of 2025 and 2026.
| Six months ended June 30, 2025 | ||||||||
| Thousands | Gains and losses on cash flow hedges | Foreign currency items | Total | |||||
| Balance as of January 1, 2025 | $ | 403 | $ | (25,145) | $ | (24,741) | ||
| Other comprehensive income (loss) before reclassifications | $ | (6,909) | $ | 18,192 | $ | 11,283 | ||
| Amounts reclassified from accumulated other comprehensive income (loss) | $ | (190) | $ | — | $ | (190) | ||
| Net current-period other comprehensive income (loss) | $ | (7,100) | $ | 18,192 | $ | 11,093 | ||
| Balance as of June 30, 2025 | $ | (6,697) | $ | (6,953) | $ | (13,649) | ||
| Six months ended June 30, 2026 | ||||||||
| Thousands | Gains and losses on cash flow hedges | Foreign currency items | Total | |||||
| Balance as of January 1, 2026 | $ | (4,813) | $ | 10,825 | $ | 6,013 | ||
| Other comprehensive income (loss) before reclassifications | $ | 39,408 | $ | (36,536) | $ | 2,872 | ||
| Amounts reclassified from accumulated other comprehensive income (loss) | $ | 1,635 | $ | — | $ | 1,635 | ||
| Net current-period other comprehensive income (loss) | $ | 41,043 | $ | (36,536) | $ | 4,507 | ||
| Balance as of June 30, 2026 | $ | 36,230 | $ | (25,711) | $ | 10,519 | ||
The breakdown of equity compensation costs by function is as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Cost of revenue | $ | 307 | $ | 781 | $ | 588 | $ | 2,215 | |||
| Research and development expense | $ | 4,556 | $ | 8,005 | $ | 13,861 | $ | 23,541 | |||
| Sales and marketing expense | $ | 142 | $ | 495 | $ | 350 | $ | 1,504 | |||
| General and administrative expense | $ | 6,391 | $ | 5,025 | $ | 13,086 | $ | 15,724 | |||
| Total equity compensation expense | $ | 11,396 | $ | 14,306 | $ | 27,885 | $ | 42,984 | |||
The following table summarizes grant activity under stock option plans for the first half of 2025.
| Number of awards | Weighted average per-award fair value at grant date | ||||
| Balance as of January 1, 2025 | 33,248,435 | $ | 1.95 | ||
| Exercised | — | $ | — | ||
| Granted | 3,239,440 | $ | 7.17 | ||
| Cancelled | (116,960) | $ | 1.61 | ||
| Balance as of March 31, 2025 | 36,370,915 | $ | 2.19 | ||
| Exercised | — | $ | — | ||
| Granted | 84,785 | $ | 7.69 | ||
| Cancelled | (71,245) | $ | 2.73 | ||
| Balance as of June 30, 2025 | 36,384,455 | $ | 2.23 | ||
The following table summarizes grant activity under stock option plans for the first half of 2026.
| Number of awards | Weighted average per-award fair value at grant date | ||||
| Balance as of January 1, 2026 | 33,172,075 | $ | 2.38 | ||
| Exercised | — | $ | — | ||
| Granted | 3,241,945 | $ | 16.78 | ||
| Cancelled | (39,965) | $ | 7.84 | ||
| Balance as of March 31, 2026 | 36,374,055 | $ | 3.66 | ||
| Exercised | — | $ | — | ||
| Granted | — | $ | — | ||
| Cancelled | (25,476) | $ | 8.06 | ||
| Balance as of June 30, 2026 | 36,348,579 | $ | 2.78 | ||
As of June 30, 2026, $9 million of unrecognized compensation costs related to non-vested stock options were expected to be recognized over a weighted average period of less than one year.
In the second quarter of 2025 and 2026, we recognized equity compensation expense related to stock options of $7 million and $14 million, respectively.
In the first half of 2025 and 2026, we recognized equity compensation expense related to stock options of $23 million and $43 million, respectively.
The following table summarizes grant activity under warrant plans for the first half of 2025.
| Number of awards¹ | Weighted average per-award fair value at grant date | ||||
| Balance as of January 1, 2025 | 2,557,350 | $ | 1.39 | ||
| Exercised | — | $ | — | ||
| Granted | — | $ | — | ||
| Cancelled | — | $ | — | ||
| Balance as of March 31, 2025 | 2,557,350 | $ | 1.39 | ||
| Exercised | — | $ | — | ||
| Granted | 500,000 | $ | 9.27 | ||
| Cancelled | — | $ | — | ||
| Balance as of June 30, 2025 | 3,057,350 | $ | 2.68 | ||
The following table summarizes grant activity under warrant plans for the first half of 2026.
| Number of awards¹ | Weighted average per-award fair value at grant date | ||||
| Balance as of January 1, 2026 | 4,000,000 | $ | 5.99 | ||
| Exercised | (4,000,000) | $ | 5.99 | ||
| Granted | 91,730 | $ | 16.69 | ||
| Cancelled | — | $ | — | ||
| Balance as of March 31, 2026 | 91,730 | $ | 16.69 | ||
| Exercised | — | $ | — | ||
| Granted | — | $ | — | ||
| Cancelled | — | $ | — | ||
| Balance as of June 30, 2026 | 91,730 | $ | 16.69 | ||
As of June 30, 2026, all outstanding warrants were subject to contingent events that were not considered probable. Accordingly, no compensation cost had been recognized related to these warrants.
In the second quarter of 2025, we recognized equity compensation expense for warrants of $5 million. No such expense was recognized in the second quarter of 2026.
In the first half of 2025, we recognized equity compensation expense for warrants of $5 million. No expense was recognized in the first half of 2026.
Personnel-related expense was allocated as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands | 2025 | 2026 | 2025 | 2026 | |||||||
| Cost of revenue | $ | 5,168 | $ | 8,980 | $ | 11,651 | $ | 18,910 | |||
| Sales and marketing expense | $ | 5,286 | $ | 36,612 | $ | 17,636 | $ | 70,854 | |||
| Research and development expense | $ | 19,450 | $ | 58,324 | $ | 63,392 | $ | 152,833 | |||
| General and administrative expense | $ | 24,189 | $ | 33,031 | $ | 78,420 | $ | 92,068 | |||
| Other expense (income) | $ | (32) | $ | (23) | $ | 190 | $ | (1,938) | |||
| Total personnel-related expenses | $ | 54,062 | $ | 136,925 | $ | 171,290 | $ | 332,727 | |||
Our Italy-based employees are entitled to a statutory severance plan (trattamento di fine rapporto), which qualifies as a defined benefit plan.
Changes in obligations of our defined benefit plans in the first half of 2025 and 2026 were as follows:
| Six months ended June 30, | |||||
| Thousands | 2025 | 2026 | |||
| Benefit obligation at the beginning of the period | $ | 3,627 | $ | 3,860 | |
| Service cost | $ | 591 | $ | 93 | |
| Interest cost | $ | 75 | $ | 30 | |
| Actuarial (gain) loss | $ | 115 | $ | (1,969) | |
| Benefit paid | $ | (362) | $ | (226) | |
| Foreign exchange translation reserve | $ | 502 | $ | (62) | |
| Benefit obligation at the end of the period | $ | 4,548 | $ | 1,727 | |
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to our shareholders in the second quarter of 2025 and 2026.
| Three months ended June 30, 2025 | Three months ended June 30, 2026 | ||||||||||||||||
| Class A | Ordinary shares² | Consolidated | Class A | Ordinary shares² | Consolidated | ||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Net income attributable to Bending Spoons shareholders | $ | 35,844,830 | $ | 29,438,326 | $ | 65,283,156 | $ | 91,379,186 | $ | 85,588,267 | $ | 176,967,453 | |||||
| Shares used in computation of basic earnings per share¹ | 317,185,475 | 260,495,288 | 577,680,763 | 310,240,685 | 290,579,985 | 600,820,670 | |||||||||||
| Basic earnings per share | $ | 0.11 | $ | 0.11 | $ | 0.11 | $ | 0.30 | $ | 0.30 | $ | 0.30 | |||||
| Diluted earnings per share: | |||||||||||||||||
| Net income attributable to Bending Spoons shareholders | $ | 33,738,492 | $ | 31,544,664 | $ | 65,283,156 | $ | 86,495,006 | $ | 90,472,447 | $ | 176,967,453 | |||||
| Shares used in computation of basic earnings per share¹ | 317,185,475 | 260,495,288 | 577,680,763 | 310,240,685 | 290,579,985 | 600,820,670 | |||||||||||
| Effect of dilutive shares equivalent | — | 36,065,363 | 36,065,363 | — | 33,927,000 | 33,927,000 | |||||||||||
| Shares used in computation of diluted earnings per share¹ | 317,185,475 | 296,560,651 | 613,746,126 | 310,240,685 | 324,506,985 | 634,747,670 | |||||||||||
| Diluted earnings per share | $ | 0.11 | $ | 0.11 | $ | 0.11 | $ | 0.28 | $ | 0.28 | $ | 0.28 | |||||
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to our shareholders in the first half of 2025 and 2026.
| Six months ended June 30, 2025 | Six months ended June 30, 2026 | ||||||||||||||||
| Class A | Ordinary shares³ | Consolidated | Class A | Ordinary shares³ | Consolidated | ||||||||||||
| Basic earnings (loss) per share: | |||||||||||||||||
| Net income attributable to Bending Spoons shareholders | $ | (25,743,630) | $ | (21,141,831) | $ | (46,885,461) | $ | 105,837,292 | $ | 98,595,307 | $ | 204,432,599 | |||||
| Shares used in computation of basic earnings (loss) per share¹ | 317,185,475 | 260,487,037 | 577,672,512 | 310,240,685 | 289,012,267 | 599,252,952 | |||||||||||
| Basic earnings (loss) per share | $ | (0.08) | $ | (0.08) | $ | (0.08) | $ | 0.34 | $ | 0.34 | $ | 0.34 | |||||
| Diluted earnings (loss) per share: | |||||||||||||||||
| Net income attributable to Bending Spoons shareholders | $ | (25,743,630) | $ | (21,141,831) | $ | (46,885,461) | $ | 99,871,934 | $ | 104,560,665 | $ | 204,432,599 | |||||
| Shares used in computation of basic earnings (loss) per share¹ | 317,185,475 | 260,487,037 | 577,672,512 | 310,240,685 | 289,012,267 | 599,252,952 | |||||||||||
| Effect of dilutive shares equivalent² | — | — | — | — | 35,793,421 | 35,793,421 | |||||||||||
| Shares used in computation of diluted earnings (loss) per share¹ | 317,185,475 | 260,487,037 | 577,672,512 | 310,240,685 | 324,805,688 | 635,046,373 | |||||||||||
| Diluted earnings (loss) per share | $ | (0.08) | $ | (0.08) | $ | (0.08) | $ | 0.32 | $ | 0.32 | $ | 0.32 | |||||
Income (loss) before tax and income tax expense (benefit) were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||
| Thousands, except effective tax rate | 2025 | 2026 | 2025 | 2026 | |||||||
| Income (loss) before tax | $ | 62,139 | $ | 150,769 | $ | 34,220 | $ | 227,101 | |||
| Income tax expense (benefit) | $ | (3,113) | $ | (26,198) | $ | 81,173 | $ | 22,668 | |||
| Effective tax rate | (5) % | (17) % | 237 % | 10 % | |||||||
The effective tax rate in each period is primarily impacted by tax benefits arising from the fair value remeasurement of cash-settled share-based compensation, partially offset by losses incurred in jurisdictions where no tax benefit has been recognized due to valuation allowances.
In addition to these recurring factors, the effective tax rate for the corresponding period in 2025 was impacted by taxes recognized in connection with the transfer of certain acquired businesses to Italy.
Bending Spoons acquires and operates businesses through a centralized Platform. Key strategic and operating decisions include the identification and execution of acquisitions, determination of financing structures, integration of acquired businesses, and resource allocation across our portfolio. These decisions are initiated and determined by our chief executive officer.
Dedicated teams are responsible for devising and executing product, technology, and marketing initiatives at the level of individual businesses or groups of businesses. Personnel are frequently reallocated across businesses as our portfolio expands and priorities shift. As a result, the composition of these teams and how businesses are grouped evolve over time, particularly following acquisitions. This model reflects our focus on optimizing overall portfolio performance rather than managing individual businesses as independent profit centers.
Consistent with this structure, we operate as a single operating and reportable segment, and our chief executive officer has been identified as the chief operating decision maker ("CODM"). The CODM evaluates Bending Spoons' performance and allocates resources based on consolidated net income (loss) as presented on the consolidated income statements (management may also review an adjusted version of this measure to improve period-to-period comparability). The measure of segment assets is reported as total consolidated assets in the consolidated balance sheets. Significant segment costs and other segment items are included within our consolidated income statements, with additional information about these components presented elsewhere in the accompanying financial statements.
Our long-lived tangible assets and operating lease right-of-use assets recognized were as follows:
| Thousands | December 31, 2025 | June 30, 2026 | |||
| U.S. | $ | 28,389 | $ | 24,884 | |
| Italy | $ | 9,155 | $ | 48,139 | |
| U.K. | $ | 6,315 | $ | 9,486 | |
| Netherlands | $ | 16 | $ | — | |
| Rest of the world | $ | 2,607 | $ | 5,696 | |
| Total tangible long-lived and operating lease assets | $ | 46,482 | $ | 88,204 | |
On July 1, 2026, we completed our initial public offering of ordinary shares on the Nasdaq Global Select Market under the ticker symbol "BSP." The offering comprised 57,971,015 ordinary shares at a price to the public of $29.00 per share, of which 34,398,640 shares were sold by us and 23,572,375 shares were sold by certain shareholders. The underwriters were granted a 30-day option to
purchase up to an additional 8,695,652 ordinary shares to cover over-allotments (5,244,026 ordinary shares from us and 3,451,626 ordinary shares from the selling shareholders), which was exercised in full on July 9, 2026. We received aggregate net proceeds of $1.10 billion, after deducting underwriting discounts and commissions. We did not receive any proceeds from the shares sold by the aforementioned shareholders. The completion of the initial public offering satisfied the vesting condition for certain one-off equity-based compensation awards, resulting in $11 million of equity compensation expense to be recognized in the third quarter of 2026.
On July 8, 2026, Bending Spoons UK Limited entered into a lease for approximately 30,700 square feet of office space at Regent's Wharf, London, which will serve as the Group's principal U.K. corporate office. The lease has a non-cancellable term of 10 years, expiring in June 2036, with a tenant-only break option exercisable in June 2031. Initial annual base rent is $1.3 million during the incentive period, increasing to $2.6 million thereafter, subject to periodic RPI-indexed rent reviews with cap and collar provisions. On commencement, we expect to recognize a right-of-use asset and corresponding lease liability of $8 million.
On July 7, we repaid the €260 million drawn euro RCF that was outstanding as of June 30, 2026. The facility remains available for future drawdowns in accordance with its terms.
After June 30, 2026, we entered into the following new financing agreements and amendments to existing financing arrangements:
- On July 8, we signed two additional facility notices with Banca Monte dei Paschi di Siena S.p.A. for a new term loan A facility and an increase in the RCF commitment, for amounts of, respectively, €90 million and €30 million. The facilities remain available for future drawdowns in accordance with their terms and mature in March 2031.
- On July 24, 2026, we entered into a new €500 million SACE-backed medium-to-long-term term loan facility, provided by a syndicate of lenders and benefiting from a 80% guarantee provided on July 27, 2026 by SACE S.p.A. (the Italian export credit agency). The facility matures in March 2031 and is available for general corporate purposes and acquisitions.
In addition, after June 30, 2026 we were made available the following financing under agreements previously entered into:
- Additional €221 million increases of our Euro RCF by virtue of additional facility notices signed in Q2 2026 whose commitments became available on 8 July 2026. The increase brought our total RCF borrowing capacity to $1.87 billion as of August 12, of which €1.47 billion euro-denominated and $195 million dollar-denominated.
- An additional €25 million facility under our 2024 Euro TLA by virtue of an additional facility notice signed in Q2 2026 whose commitment became available upon completion of our initial public offering.
On July 27, 2026, we drew €100 million under our 2024 Euro TLA, utilizing in full one of the add-ons completed in the second quarter of 2026 that remained undrawn as of June 30, 2026.
On August 4, 2026 we entered into a definitive agreement to acquire 100% of the issued and outstanding shares of Formagrid Inc., owner and operator of Airtable, in an all-cash transaction. The deal values Airtable at an enterprise value of $1.29 billion. The acquisition is expected to close in 2026, subject to receipt of required regulatory approvals and other customary closing conditions.
We evaluated subsequent events through August 12, 2026, which is the date on which these condensed consolidated interim financial statements were available to be issued.