Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
On March 5, 2026, GDEV Inc. (NASDAQ: GDEV) (the “Company”)
issued a press release announcing its results for the three months and the year ended December 31, 2025. A copy of this press release
is attached to this Form 6-K as Exhibit 99.1.
The information included
in this Report on Form 6-K (including Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration
Statements on Form F-3 (File No. 333-280580 and File No. 333-282062) (including any prospectuses forming a part of such
registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded
by documents or reports subsequently filed or furnished.
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.
Exhibit 99.1
GDEV announces preliminary, unaudited results for the fourth
quarter and twelve months of 2025
March 5, 2026 – Limassol, Cyprus – GDEV Inc. (NASDAQ:
GDEV), an international gaming and entertainment company (“GDEV” or the “Company”) released its preliminary,
unaudited financial and operational results for the fourth quarter and twelve months ended December 31, 2025.
Fourth quarter 2025 financial highlights:
| ● | Revenue of $90 million decreased by 8% year-over-year. |
| ● | Selling and marketing expenses of $35 million decreased by 25% year-over-year. |
| ● | Profit for the period, net of tax, of $14 million in Q4 2025 increased vs. $2 million
in Q4 2024. |
| ● | Adjusted EBITDA1
of $15 million in Q4 2025 increased vs. $9 million in Q4 2024. |
Fourth quarter and twelve months 2025
financial performance in comparison
| US$ million |
Q4 2025 |
Q4 2024 |
Change
(%) |
12M 2025 |
12M 2024 |
Change
(%) |
| Revenue |
90 |
98 |
(8%) |
404 |
421 |
(4%) |
| Platform commissions |
(18) |
(21) |
(13%) |
(85) |
(91) |
(7%) |
| Game operation cost |
(15) |
(13) |
13% |
(57) |
(51) |
12% |
| Selling and marketing expenses |
(35) |
(47) |
(25%) |
(159) |
(209) |
(24%) |
| General and administrative expenses |
(9) |
(8) |
14% |
(35) |
(32) |
10% |
| Profit/loss for the period, net of tax |
14 |
2 |
N/M |
69 |
26 |
N/M |
| Adjusted EBITDA2 |
15 |
9 |
66% |
79 |
42 |
87% |
| Cash flows (used in)/generated from operating activities |
18 |
5 |
N/M |
29 |
29 |
3% |
1
For more information, see section titled “Presentation of Non-IFRS Financial Measures” on the last two pages of this report,
including the reconciliation of the profit for the period, net of tax to the Adjusted EBITDA.
2
The financial information presented for the comparative periods of 2024 may not reconcile exactly with the amounts previously published
for those periods. This is due to the reclassification of the Impairment loss on loan receivables from Royal Ark to the Share of loss
of equity-accounted associates line.
Fourth quarter 2025 financial performance
In the fourth quarter
of 2025 our revenue decreased by $8 million (or 8%) year-over-year and amounted to $90 million, reflecting a decline in recognition of
revenue from both current-period and prior-period bookings. This was mainly due to declining consumer spending levels in the current and
preceding years, which reduced the amount of revenue recognized during the quarter. The decrease is consistent with our strategy to pursue
more disciplined marketing spending and focus on attracting higher-quality, better-paying users rather than maximizing short-term volume.
Platform commissions decreased by $3 million
(or 13%) in the fourth quarter of 2025 to reach $18 million, generally proportionate to the decrease in revenues.
Game operation cost increased by $2 million
in the fourth quarter of 2025 and amounted to $15 million, mainly driven by an increase in investments in our IT infrastructure.
Selling and marketing expenses decreased
by $12 million in the fourth quarter of 2025, amounting to $35 million. This decrease was driven by our continued focus on improving the
efficiency of user acquisition activities. The decrease reflects a more selective approach to performance marketing, prioritizing channels
that attract players with higher long-term value over broadscale campaigns aimed at short-term growth.
General and administrative expenses remained
relatively stable at $9 million in the fourth quarter of 2025 vs. $8 million in the fourth quarter of 2024.
We recorded a profit for the period, net
of tax, of $14 million in the fourth quarter of 2025 compared with $2 million in the same period of 2024, driven primarily by the factors
above and i.) decrease of net financial expenses in Q4 2025 vs Q4 2024 in the amount of $3 million and ii.) decrease of share of loss
of equity accounted associates by $6 million in Q4 2025 as compared with the same period of prior year. Adjusted EBITDA amounted to $15
million in the fourth quarter of 2025, an increase of $6 million compared with the same period in 2024 driven primarily by the same factors
as those affecting the profit, except for the decrease of share of loss of equity accounted associates, which does not impact Adjusted
EBITDA.
Cash flows generated from operating activities
were positive $18 million in the fourth quarter of 2025 compared with positive $5 million in the same period in 2024.
Twelve months 2025 financial performance
In the year ended December 31,
2025, our revenue decreased by $17 million (or 4%) year-over-year and amounted to $404 million, reflecting a decline in recognition of
revenue from both current-period and prior-period bookings. This was mainly due to declining consumer spending levels in the current and
preceding years, which reduced the amount of revenue recognized during the year. The decrease is consistent with our strategy to pursue
more disciplined marketing spending and focus on attracting higher-quality, better-paying users rather than maximizing short-term volume.
Platform commissions decreased by $7 million
(or 7%) in the year ended December 31, 2025 to reach $85 million, generally proportionate to the decrease in revenues.
Game operation cost increased by $6 million
in the year ended December 31, 2025 and amounted to $57 million, mainly driven by an increase in investments in our IT infrastructure.
Selling and marketing expenses decreased
by $50 million in the year ended December 31, 2025, amounting to $159 million. This decrease was driven by our continued focus on
improving the efficiency of user acquisition activities. The decrease reflects a more selective approach to performance marketing, prioritizing
channels that attract players with higher long-term value over broadscale campaigns aimed at short-term growth.
General and administrative expenses increased
by $3 million in the year ended December 31, 2025 and amounted to $35 million vs. $32 million in the year ended December 31,
2024. The increase was primarily driven by higher salary and related personnel expenses, reflecting the expansion of development activities
and increased scale of operations across our game development studios.
We recorded a profit for the period, net
of tax, of $69 million in the year ended December 31, 2025 compared with $26 million in the same period of 2024, driven primarily
by the factors above and i.) decrease of net financial expenses in the year ended December 31 2025 vs the same period in 2024 in
the amount of $7 million, ii.) increase in gain resulted from the change in fair value of share warrant obligation and other financial
instruments by $3 million in the year ended December 31 2025 as compared with the same period of prior year and iii.) decrease of
share of loss of equity accounted associates by $4 million in the year ended December 31, 2025 as compared with the same period of
prior year. Adjusted EBITDA amounted to $79 million in the year ended December 31, 2025, an increase $37 million compared with the
same period in 2024 driven primarily by the same factors as those affecting the profit, except for the increase in gain resulted from
the change in fair value of share warrant obligation and other financial instruments and the decrease of share of loss of equity accounted
associates, which do not impact Adjusted EBITDA.
Cash flows generated from operating activities
remained the same, at $29 million, in the year ended December 31, 2025 vs. the same period of 2024. The divergence in earnings and
cash flow dynamics reflects the significant impact of deferred revenue recognition on current-period income, which did not have a material
effect on current-period cash flows.
Fourth quarter and twelve months
2025 operational performance comparison
| |
Q4 2025 |
Q4 2024 |
Change
(%) |
12M 2025 |
12M 2024 |
Change
(%) |
| Bookings ($ million) |
88 |
94 |
(7%) |
351 |
404 |
(13%) |
| Bookings from in-app purchases |
83 |
89 |
(6%) |
331 |
377 |
(12%) |
| Bookings from advertising |
4 |
5 |
(18%) |
20 |
27 |
(25%) |
| Share of advertising |
5.1% |
5.8% |
(0.7) p.p |
5.7% |
6.7% |
(1.0) p.p. |
| MPU (thousand) |
262 |
292 |
(10%) |
281 |
342 |
(18%) |
| ABPPU ($) |
106 |
102 |
4% |
98 |
92 |
7% |
Bookings declined in the fourth quarter
and twelve months of 2025 to reach $88 million and $351 million, respectively, compared with $94 million and $404 million in the same
period in 2024. The decline is primarily due to a decline in monthly paying users by 10% in the fourth quarter of 2025 vs. the same period
in 2024 and by 18% in the year ended December 31, 2025 vs. the same period in 2024, which we
attribute to the decrease of the user acquisition investments throughout 2024 and 2025, partially offset by an increase in ABPPU.
The share of advertisement sales as a
percentage of total bookings decreased in the fourth quarter of 2025 to reach 5.1% compared to 5.8% in the same respective period in 2024
and decreased in the year ended December 31, 2025 to reach 5.7% compared to 6.7% in the same period in 2024. This decline was primarily
driven by a global trend of declining CPM rates for advertising throughout 2024 and 2025.
| Split of bookings by platform |
Q4 2025 |
Q4 2024 |
12M 2025 |
12M 2024 |
| Mobile |
58% |
57% |
60% |
60% |
| PC |
42% |
43% |
40% |
40% |
In the fourth quarter of 2025 we recorded an increase in share
of mobile to reach 58% vs. 57% in the same period in 2024 and decrease in share of PC to reach 42% vs. 43% in the same period in 2024.
In the year ended December 31, 2025 the share in mobile and PC remained the same compared to same period in 2024.
| Split of bookings by geography |
Q4 2025 |
Q4 2024 |
12M 2025 |
12M 2024 |
| US |
30% |
34% |
33% |
34% |
| Asia |
18% |
21% |
19% |
22% |
| Europe |
34% |
32% |
33% |
30% |
| Other |
18% |
13% |
15% |
14% |
Our split of bookings by geography in
the fourth quarter and twelve months of 2025 vs. the same respective periods in 2024 saw a decrease in the share of bookings derived from
the US and Asia and an increase in bookings derived from Europe and Other.
Note:
Due to rounding, the numbers presented throughout this release may
not precisely add up to the totals. The period-over-period percentage changes are based on the actual numbers and may therefore differ
from the percentage changes if those were to be calculated based on the rounded numbers.
The figures in this release are preliminary and unaudited. The Company’s
2025 Annual Report on Form 20-F, which will include the Company’s audited financial statements as of for the year ended December 31,
2025, is expected to be published within the prescribed filing period.
About GDEV
GDEV is
a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms.
With a diverse range of subsidiaries including Nexters and Cubic Games, among others, GDEV strives to create games that will inspire and
engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D and others have accumulated
over 550 million installs and more than $2.5 billion of bookings worldwide. For more information, please visit www.gdev.inc.
Contacts:
Investor Relations
Roman Safiyulin | Chief Corporate Development Officer
investor@gdev.inc
Cautionary statement regarding forward-looking
statements
Certain statements in this press release
may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current
expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The forward-looking statements contained
in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential
effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated.
Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions.
You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2024
Annual Report on Form 20-F, filed by the Company on March 31, 2025, and other documents filed by the Company from time to time with the
Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Presentation of Non-IFRS Financial
Measures
In addition to the results provided in
accordance with IFRS throughout this press release, the Company has provided the non-IFRS financial measure “Adjusted EBITDA”
(the “Non-IFRS Financial Measure”). The Company defines Adjusted EBITDA as the profit/loss for the period, net of tax as presented
in the Company's financial statements in accordance with IFRS, adjusted to exclude (i) goodwill and investments in equity-accounted associates'
impairment, (ii) loss on disposal of subsidiaries, (iii) income tax expense, (iv) other financial income, finance income and expenses
other than foreign exchange gains and losses and bank charges, (v) change in fair value of share warrant obligations and other financial
instruments, (vi) share of loss of equity-accounted associates, (vii) depreciation and amortization, (viii) share-based payments expense
and (ix) certain non-cash or other special items that we do not consider indicative of our ongoing operating performance. The Company
uses this Non-IFRS Financial Measure for business planning purposes and in measuring its performance relative to that of its competitors.
The Company believes that this Non-IFRS Financial Measure is a useful financial metric to assess its operating performance from period-to-period
by excluding certain items that the Company believes are not representative of its core business. This Non-IFRS Financial Measure is not
intended to replace, and should not be considered superior to, the presentation of the Company’s financial results in accordance
with IFRS. The use of the Non-IFRS Financial Measure terms may differ from similar measures reported by other companies and may not be
comparable to other similarly titled measures.
Reconciliation of the profit for the
period, net of tax to the Adjusted EBITDA
| US$ million |
Q4 2025 |
Q4 2024 |
12M 2025 |
12M 2024 |
| Profit for the period, net of tax |
14 |
2 |
69 |
26 |
| Adjust for: |
|
|
|
|
| Income tax expense |
0.9 |
1 |
5 |
5 |
| Adjusted finance income/expenses3 |
(0.2) |
0.7 |
(3) |
(2) |
| Share of loss of equity-accounted associates2 |
(1) |
5 |
4 |
8 |
| Change in fair value of share warrant obligations and other financial instruments |
(0.2) |
(0.6) |
(4) |
(0.9) |
| Depreciation and amortization |
2 |
2 |
7 |
6 |
| Share-based payments |
0.1 |
0.2 |
0.6 |
1 |
| Adjusted EBITDA |
15 |
9 |
79 |
42 |
3
Adjusted finance income/expenses consist of finance income and expenses other than foreign exchange gains and losses and bank charges,
net.
