Original-Research: Verve Group SE (von GBC AG): BUY

15.12.2025 / 10:30 CET/CEST

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Classification of GBC AG to Verve Group SE

Company Name: Verve Group SE

ISIN: SE0018538068

Reason for the research: Research study (Note)

Recommendation: BUY

Target price: 7.95 EUR

Last rating change:

Analyst: Marcel Goldmann, Cosmin Filker

BUSINESS DEVELOPMENT 9M 2025

On 18 November 2025, the Verve Group announced its Q3 and nine-month

financial figures for 2025. According to these figures, the ad tech group

achieved a robust revenue and earnings performance in the first nine months

of the financial year despite a weak advertising market and challenging

environment as well as effects from the platform migration. The company

benefited in particular from the strong opening quarter of the financial

year (Q1 revenue growth: 32.2%). At EUR 325.20 million, comparable sales were

up 11.0% on the same period of the previous year (consolidated sales 9M

2024: EUR 292.78 million). Reported sales even increased by 22.0% to EUR 357.09

million. It should be noted that this significant increase in sales was

primarily caused by their increased price control as a result of their

platform migration and the resulting change in revenue recognition (now

reporting gross sales instead of net sales). Under IFRS 15, revenue must now

be recognised on a principal basis (= gross billing basis).

Both organic and inorganic growth effects (Jun Group acquisition in

September 2024) contributed significantly to the significant growth on a

comparable basis. Specifically, the growth achieved was primarily driven by

the significant increase in segment sales of 53.2% to EUR 87.74 million (9M

2024: EUR 57.26 million) in the Demand Side Platform business area (DSP

segment). This significant increase in revenue is mainly due to the

strengthening of the Demand Side segment as a result of the Jun Group

acquisition completed in summer 2024 (Jun segment revenue contribution 9M

2025 GBCe: approximately EUR 47.0 million). Segment sales in the

higher-turnover SSP business area also increased significantly by 13.7% to EUR

308.94 million (9M 2024: EUR 271.74 million).

In parallel to the increase in Group sales, however, a moderate decline in

EBITDA to EUR 76.31 million (9M 2024: EUR 84.45 million) was achieved due to

increased cost-optimisation measures and growth initiatives (e.g. expansion

of the sales team) and unfavourable exchange rate effects (weak US dollar

against the euro). Adjusted for one-off costs and special effects (e.g. M&A

and consulting costs or restructuring costs), however, adjusted EBITDA (Adj.

EBITDA) increased slightly to EUR 85.70 million (9M 2024: EUR 84.80 million).

This resulted in an adjusted EBITDA margin of 24.0% (9M 2024: 29.0%).

At net level, a significant decline in earnings after taxes (after minority

interests) to EUR -2.99 million (9M 2024: EUR 14.49 million) was recorded due to

stronger depreciation and amortisation and financing effects. Earnings were

dampened in particular by significantly higher depreciation and amortisation

(9M 2025: EUR 36.49 million vs. 9M 2025: EUR 28.10 million) compared to the same

period of the previous year.

Business development in Q3 2025

As in the second quarter, the third quarter was also characterised by the

platform unification which was successfully completed in August and already

delivered the first positive effects. In addition, Q3 2025 was also

significantly characterised by strategic measures and course-setting.

In terms of top-line performance, Verve generated comparable sales of EUR

110.0 million in the third quarter, down 3.0% on the same quarter of the

previous year (Q3 2024: EUR 113.7 million). This decline in revenue

development was primarily the result of a 4.0% decrease in organic growth

due to temporary problems with platform migration (leading to limited

customer scaling, for example) and weaker market demand. The latter included

significantly lower political advertising expenditure than in the same

period of the previous year (keyword: US election year 2024). In terms of

reported revenue, however, the ad tech group achieved a significant increase

in consolidated revenue of 24.8% to EUR 141.92 million (Q3 2024: EUR 113.74

million), which is attributable to a change in revenue recognition following

the unification of the platform in accordance with IFRS 15. From the third

quarter onwards, sales on the migrated platform will be recognised on a

gross basis (instead of the previous net basis). The significant increase in

sales revenue was reflected accordingly in a substantial 29.1% rise in SSP

segment revenue to EUR 126.22 million (Q3 2024: EUR 97.81 million). At EUR 28.51

million, the segment revenue generated in the DSP business field was almost

on a par with the previous year (Q3 2024: EUR 28.42 million).

The operating business improved noticeably in the third quarter compared to

the second quarter. Verve was able to return to its growth trajectory at

quarterly level (Q3 sales growth compared to Q2: 3.7%). This was primarily

the result of the successfully completed platform unification and the

resumption of full customer activities. The former has already led to

efficiency gains and a significantly improved gross margin of 37.0% at the

end of Q3 (Q2 2025: 35.0%).

With the successful completion of its platform unification, Verve says it

has accelerated its new customer acquisition, stabilised and further

improved the performance of the AI algorithm and expanded the marketplace's

delivery capacities towards the end of the third quarter, thus providing

itself with a considerable 'tailwind' for the traditionally strong fourth

quarter. It should be emphasised at this point that Verve has already made a

strong start to the final quarter, according to its own statements.

Parallel to the technical consolidation, Verve implemented targeted

efficiency measures in the third quarter in order to optimise processes,

structures and the cost base. This included a targeted harmonisation of

personnel requirements across all business divisions as well as a number of

personnel changes. At the same time, the technology company expanded its

sales organisation, particularly in the brand and agency area. Among other

things, the measures introduced led to one-off redundancy costs totalling EUR

1.60 million, while the company also expects annual salary cost savings of

around EUR 8.00 million from 2026 onwards. With the two acquisitions announced

in mid-September (Captify & Acardo), the ad tech group has also strengthened

its sales base and the development of its core business in key markets.

In terms of operating earnings development, Verve suffered a significant

decline in EBITDA to EUR 21.83 million (Q3 2024: EUR 36.17 million), mainly due

to one-off effects (severance payments, M&A-related costs, etc.), negative

effects from the platform unification and increased growth investments

(expansion of the sales team, etc.). Adjusted for one-off and special

effects, EBITDA (Adj. EBITDA) totalled EUR 26.10 million and was therefore

within reach of the previous year's level (Q3 2024: EUR 33.60 million). The

EBITDA margin on a like-for-like basis thus amounted to 23.7% (Q3 2024:

29.6%).

The robust operating earnings performance and strong cash generation of the

company's platform-based business model were also reflected in high

operating cash flow. This initially amounted to EUR 4.66 million in the third

quarter (Q3 2024: EUR 54.07 million) and EUR 10.23 million in the first nine

months of the financial year (9M 2024: EUR 81.46 million). However, Verve

recently announced in a company announcement that operating cash flow

increased significantly to EUR 24.32 million in the third quarter and to EUR

29.89 million in the nine-month period due to a reclassification of a

deferred purchase price payment (in connection with the Jun Group

acquisition). According to the company, the subsequent adjustment of the

previous cash flow statement is also cash-neutral and therefore has no

impact on the amount of cash and cash equivalents at the end of the

aforementioned reporting periods.

FORECASTS AND VALUATION

With the publication of its Q3/nine-month figures, the Verve Group has also

reaffirmed and adjusted its previous guidance for FY 2025. With regard to

the top-line targets for the year, Verve's management now expects higher

consolidated revenue in a range of EUR 560.0 million to EUR 580.0 million

(previously: EUR 485.0 million to EUR 515.0 million) due to the recent

acquisitions (Captify and Acardo) and the change in revenue recognition (in

accordance with IFRS 15). In terms of earnings, the technology company

continues to expect Adj. EBITDA in the range of EUR 125.0 million to EUR 140.0

million.

In line with the confirmed and adjusted annual forecast, we have revised our

previous sales estimate upwards. For the 2025 financial year, we now expect

consolidated sales of EUR 571.05 million (previously: EUR 502.93 million). It

should be emphasised here that Verve has already reported positive business

development to date (including transaction volume) in the first half of the

fourth quarter, which is traditionally the strongest quarter in terms of

revenue, indicating strong year-end business.

Due to the change in revenue recognition since the third quarter (gross

revenue recognition instead of the previous net revenue recognition), we

have also increased our previous revenue estimates for the 2026 and 2027

financial years to EUR 750.37 million (previously: EUR 619.26 million) and EUR

875.95 million (previously: EUR 738.33 million) respectively. In view of the

unchanged earnings guidance and the generally earnings-neutral effects of

the change in revenue recognition (in accordance with IFRS 15), we have

maintained our previous earnings forecasts for the current financial year

and subsequent years.

Thanks to their successful platform consolidation (leading, among other

things, to improved new customer retention and stronger customer scaling),

their recent acquisitions (strengthening their sales base), their innovative

ID-less product range and their strong positioning in the emerging

advertising channels (in-app, CTV and DOOH), the Verve Group should be able

to significantly increase its growth rate again from the coming financial

year. As a result of the increased efficiency and economies of scale we are

forecasting from the platform migration and the expected savings from the

cost optimisation measures, the earnings situation and profitability should

also improve significantly again from the coming financial year. The two

most recently acquired companies (Captify & Arcado) should also make a

noticeable contribution to Group performance in the coming financial year in

terms of sales and earnings.

In light of our confirmed earnings estimates, we have left our previous

price target of EUR 7.95 unchanged. In view of the current share price level,

we therefore assign a 'BUY' rating and see significant upside potential in

the Verve share.

You can download the research here:

https://eqs-cockpit.com/c/fncls.ssp?u=33f5e3e9becab7206be3d3ae25d8eaac

Contact for questions:

GBC AG

Halderstrasse 27

86150 Augsburg

0821 / 241133 0

research@gbc-ag.de

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Date (time) of completion: 15/12/2025 (9:02)

Date (time) of first distribution: 15/12/2025 (10:30)

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