Notes to the
consolidated financial statements

A decentralised organisational structure comprising four largely self-contained segments exists under the TX Group umbrella. All investments in classified platforms and marketplaces are integrated into the TX Markets segment. The Goldbach segment primarily handles advertising marketing in the areas of TV, OOH, radio, online, mobile and performance marketing. The 20 Minuten segment includes free media in Switzerland and abroad, while paid media operates under the Tamedia name. The Groupʼs ventures and services are grouped within the Group & Ventures segment. Revenues in the consolidated income statement correspond to revenues (after eliminations and IAS 19 reconciliations) in segment reporting.

All material revenues are earned in Switzerland, and all material non-current asset items are located in Switzerland.

The decrease in the cost of materials and services can be attributed to various factors. While the average currency-adjusted paper price remained at the previous yearʼs level, paper consumption declined (CHF –4.6 million). In addition, the purchase of services decreased, due in part to lower costs for external personnel in IT (hosting and licences) and expenses for media content (CHF –4.6 million). Changes in the scope of consolidation resulted in an effect of CHF –3.6 million.

The decline in wages and salaries is attributable to a fall in the number of full-time employees (down around 6.7% in organic terms) and to provisions of CHF 13.0 million formed in 2024 in response to claims for repayment of short-time work compensation. Following an audit, Seco asserted claims for repayment of short-time work compensation from individual companies in the TX Group. Appeals have been lodged against these repayment claims; the proceedings are currently pending before the Federal Administrative Court.

The decrease in other personnel expenses primarily relates to exceptional costs incurred in 2024 based on the restructuring of the Tamedia business area (closure of printing centres and reorganisation of editorial offices).

In addition, the change in the scope of consolidation resulted in an effect of CHF –8.8 million compared to the previous year.

Board of Directors and Executive Management compensation

The compensation shown corresponds to the expenditure recognised in the income statement during the reporting year (irrespective of the dates on which these were paid). The active members of the Board of Directors and Executive Management also include those individuals who completed their period of tenure during the year.

Long Term Incentive (LTI)

The Long Term Incentive was set up in 2024. Members of the Executive Management and selected members of senior management in the individual areas (media, portfolio) and the companies (20 Minuten, Goldbach, Tamedia) are entitled to participate in the scheme. The purpose of the LTI is the long-term retention of employees in the companies and the promotion of sustainable corporate development.

The performance period is three years. The Board of Directors sets the performance targets for the three-year period on an annual basis. It focuses specifically on targets that are of particular importance to shareholders, who are interested in both the TX Group share price and the companyʼs dividend policy. Participants are allocated an LTI-related target amount at the beginning of every year. People who are admitted to the scheme during the year receive a pro rata allocation after completing any probationary period that may apply. After completion of the three-year performance period, the target amount is paid out, subject to the conditions of service and the extent to which the performance targets have been met. The payout factor can vary between 0% and 200%.

For 2025, the targets were set as follows:

Upon termination of employment, bad leavers forfeit all entitlements under the scheme. Good leavers receive all outstanding entitlements on a pro rata basis according to the number of months elapsed relative to the performance period. During the first half of the performance period, target achievement level is assumed to be 100%, with payment occurring in the first month after the person leaves the company. If the employee leaves the company during the second half of the performance period, the actual level of target achievement is taken into account until this point. The entitlements are then paid out on the scheduled payment date.

Group Management profit participation programme

The current profit participation programme applied to the years 2021 to 2023. Members of Group Management were entitled to participate as of their second year of service. Payment was made if the profit margin (net income margin) of TX Group reached or exceeded 8.0%. A profit participation in the amount exceeding the profit margin of 8.0% was determined in each case, with 50% paid out in cash and 50% allocated in shares.

The cash amount was paid out after the publication of the consolidated financial statements of TX Group. The shares were allocated in the accounting year in which entitlement was acquired. The number of shares to be allocated was determined based on the average share price over the last 30 days before 31 December of the respective financial year. The shares were only transferred if the beneficiary had not given notice of termination of employment prior to 31 December of the third year after the accounting year in which entitlement to the share allocation was acquired.

Share-based component of Executive Management profit participation

At CHF 5.8 million, the financial result was CHF –12.9 million below the previous year. Interest income fell by CHF 3.2 million compared with the previous year, primarily due to lower interest rates on bank account balances. The gain from the sale of investments in the amount of CHF 0.6 million is attributable to the disposal of Splicky GmbH, whereas in 2024 the gain resulted from the disposal of dreifive Group in the amount of CHF 4.0 million and the disposal of DJ Digitale Medien GmbH in the amount of CHF 8.1 million. Other financial income in the previous period included the effect of CHF 7.5 million from the revaluation of the purchase price due for the non-controlling interests in NEO ADVERTISING SA (see Note 2.7) as well as the one-off effect of CHF 4.2 million from the profit participation from the resale of Trendsales ApS by the former buyers.

Overall, interest expense is at the previous yearʼs level. The loss from sale of investments in the amount of CHF 0.4 million is attributable to a subsequent purchase price adjustment for the sale of Goldbach Austria. The loss from sale of investments in the prior period arose from the disposal of Ultimate Media Beteiligungs- und Management GmbH (CHF 5.7 million), and the disposal of Goldbach Austria (CHF 2.2 million). Other financial expenses mainly includes effects from the revaluation of the purchase price liability for the non-controlling interests in NEO ADVERTISING SA. In 2024, valuation losses totalling CHF 2.9 million were also reported in connection with Karriere.at increasing its stake in hokify GmbH to 100%.

Income tax expense

Analysis of tax expense

The effective tax rate changed from 17.4% to 17.8%. The deviation from the expected tax rate was mainly due to the use of previously non-capitalised loss carryforwards, the impact of the Swiss participation exemption and other non-taxable items.

The expected average tax rate equals the weighted average of the rates of the consolidated companies. Both positive and negative results for the individual companies feed into the calculation for the expected tax rate, taking into account the applicable tax rates in each case.

The use of previously non-capitalised loss carryforwards results from the assessment that the earning power of the companies concerned will be better than previously expected in order to realise the losses incurred. In 2025, the impact of the Swiss participation exemptions and other non-taxable items was largely associated with the participation exemptions on dividends from subsidiaries and associates. The tax effects on investments include tax-neutral changes in value arising from the reassessment of investments in associates/joint ventures and the impacts that result from value allowances and reversals of value allowances on investment carrying values under commercial law (without any deferred tax consequences), and also reduce tax expenses for 2025.

On 8 October 2021, 136 countries agreed on a two-pillar concept for international tax reform (the OECD Inclusive Framework). The recommendations under Pillar I of the Inclusive Framework include a reallocation of part of the taxes to the market countries, while Pillar II sets the objective of a global effective minimum tax rate (ETR) of 15%. TX Group falls within the scope of Pillar II of the OECD Inclusive Framework. Both Switzerland and other countries where TX Group is active have introduced global minimum taxation (Pillar II) for financial years beginning on or after 1 January 2024. In Switzerland, the levying of a national top-up tax from 1 January 2024 (for financial years beginning on or after 1 January 2024) and the levying of the international top-up tax in accordance with the Income Inclusion Rule (IIR) from 1 January 2025 (for financial years beginning on or after 1 January 2025) are implemented via the introduction of the Ordinance on the Minimum Taxation of Large Corporate Groups (Minimum Taxation Ordinance). Switzerland has provisionally decided not to introduce the international top-up tax in accordance with the Undertaxed Profits Rule (UTPR).

In accordance with the Pillar II rules, TX Group is obliged to pay a top-up tax for the difference between its effective GloBE tax rate for each country and the minimum rate of 15%. Based on the financial information for the 2025 financial year, TX Group has made an assessment of the potential tax risk in relation to Pillar II. According to this assessment, the expected effective GloBE tax rate for the 2025 financial year is above 15% in all countries in which TX Group operates. It is therefore expected that TX Group will not have to pay top-up tax.

Deferred tax assets and liabilities

The change in deferred taxes is shown in the following table:

Tax loss carryforwards

As of 31 December 2025, (net) deferred tax assets of CHF 2.7 million (previous year: CHF 2.1 million) had been capitalised for companies that suffered losses in this or the previous year.

Trade accounts receivable

The due dates as of the balance sheet date are shown in the table below:

The value adjustments on receivables have changed as follows:

Other current liabilities

Deferred revenues and accrued liabilities

The accrued liabilities decreased by CHF 9.9 million, from CHF 285.7 million to CHF 275.8 million. Contract liabilities decreased by a total of CHF 9.4 million. At the same time, deferred personnel expenses fell by CHF 5.4 million to CHF 22.7 million, primarily as a result of reduced accruals for variable compensation. Part of the variable compensation and the expected costs for the Long Term Incentive plan (LTI) are now reported as provisions due to the uncertain components.

The revenues recognised in the reporting period, and which were included in the balance of contract liabilities at the start of the period, amount to CHF 187.1 million (previous year: CHF 199.4 million). There are no material revenues recognised in the reporting period from performance obligations that were performed either in full or in part during earlier periods (e.g., subsequent purchase price adjustments).

Statement of cash flows

Of the change in net working capital (excluding non-current provisions), a total of CHF 0.9 million (previous year: CHF –0.5 million) results from changes in the scope of consolidation.

Current financial assets remained almost at their prior-year level, while current financial receivables declined mainly as a result of offsetting with the dividend from JobCloud to Ringier. In addition, the short-term portion of the loan in the amount of CHF 6.0 million granted to General Atlantic SC B.V. was repaid.

Non-current financial assets increased by CHF 15.9 million in the financial year. This increase was due to the retention of accrued interest income on non-current loans along with other investments in new participations (Metabrain Inc., Oxford Dataplan Limited, Particula GmbH, Pliant GmbH and Predicti ApS) as well as existing participations (Everon AG and Sinpex GmbH). Furthermore, both positive and negative valuation adjustments of net CHF –0.8 million were recognised in the reporting year, which are recorded in other comprehensive income/(loss). The participation in Caeleste AG was sold at a loss of CHF 0.2 million, recorded under other comprehensive income/(loss). See also “Financial instruments” in Note 3.4.

The decrease in property, plant and equipment is mainly due to depreciation in addition to the reclassification of two properties that are now classified as investment properties (Note 2.4). Most leases come from the out-of-home business of Goldbach Neo OOH AG. The additions of CHF 54.2 million (previous year: CHF 66.0 million) include newly recorded right-of-use assets of CHF 45.4 million, as well as investments in technical equipment and machinery of CHF 3.9 million (mostly advertising inventory from the out-of-home business). Advance payments and assets under construction mainly comprise capitalisable costs in connection with investments in Druckzentrum Bern (CHF 3.1 million). Disposals of assets with a historical cost amounting to CHF 31.7 million and CHF 11.0 million respectively (of a total of CHF 47.3 million) mainly related to technical plant and machinery at printing centres that had already been fully depreciated, as well as various out-of-home leasing agreements.

Two development properties are now reported as investment properties. The new-build project for the property at Werdstrasse 25 in Zurich (W25) started in October 2025. The conversion project for the former printing centre in Bussigny (CIL) is still in the development phase and construction is expected to start in 2028. Advance payments and assets under construction include costs that can be capitalised in relation to the conversion project at the Werdareal site in Zurich.

The fair value (before deferred taxes) of the two properties as at the balance sheet date amounted to CHF 99.6 million (previous year: n/a). The corresponding values were determined by an external expert using the discounted cash flow method (level 3 – valuation based on models that use input parameters with a significant impact on fair value and that are not based on observable market data), while adjusted level 2 input parameters are also applied (e.g. market rents, operating/maintenance costs, discount/capitalisation rates). The net income per property is discounted individually, depending on the respective opportunities and risks, in line with market rates and risk-adjusted. The construction costs incurred until completion are deducted accordingly. This calculation is based on an inflation rate of 1%, a discount rate between 2.65% and 3.40% and a long-term vacancy rate between 4% and 5%.

Contractual obligations of CHF 30.1 million arose in connection with the planned construction project, and were not recognised as liabilities as of the balance sheet date.

The decrease in intangible assets is primarily due to amortisation. Investments made in 2025 amounted to CHF 19.4 million (previous year: CHF 16.9 million) and were mainly attributable to JobCloud AG for software and own work capitalised in the amount of CHF 15.9 million and to Zattoo AG for assets under construction in the amount of CHF 2.4 million, which includes capitalised costs for the development of software. The disposals in the reporting period mainly related to fully amortised customer bases.

Since the start of 2025, 20 Minuten and Tamedia have been marketing their titles themselves. In this context, goodwill of CHF 3.9 million from Goldbach was reallocated to 20 Minuten and Tamedia.

In addition to goodwill, intangible assets (trademarks/domains) with indefinite useful lives are found in the following segments:

Goodwill of CHF 290.9 million and intangible assets with indefinite useful lives of CHF 91.0 million apply to the largest cash-generating unit, JobCloud. These were tested for impairment on the basis of the value in use, the determination of which takes into account the growth rate, the discount rate, and other assumptions of the TX Markets segment.

The goodwill and intangible assets with indefinite useful lives were tested for impairment for each cash-generating unit as of 31 December 2025. The cash-generating units are determined at a level below the segments, provided they are largely independent of other assets. Their values in use were calculated using the discounted cash flow method.

The calculations on which the business plans are based refer to the values generated in the current reporting year, the budget figures for 2026 and the medium-term expectations for each of the companies. The budget figures include the latest estimates relating to changes in revenues and costs. The estimates relating to the changes in revenues take into account external market data (WEMF, Media Focus) and are based on current reader and user figures. Future changes in these numbers are forecast individually. The business plans take account of business risks with differing assessments. The business plans cover a period of three years.

The growth rates for the following years were applied as follows:

In the case of cash-generating units with positive growth, it is assumed that these will achieve long-term growth rates in line with the predicted future rate of inflation. For cash-generating units with negative growth, it is assumed that the negative growth rate will slow over the long term.

The discount rates applied (WACC) are shown in the following table:

Impairment testing as of the end of 2025 showed that no impairment was needed for any cash-generating units. The test is performed once a year and in the event of indications of a potential impairment. Additional impairment of goodwill and intangible assets with an indefinite useful life could result in future from changes in the fundamental data used for impairment testing.

Impairment of goodwill and intangible assets with an indefinite useful life could result from changes in the fundamental data used for impairment testing, such as an ongoing deterioration in the gross margin or a change in cost structure. The possible impact was investigated by means of sensitivity analyses with regard to changes considered possible for a key assumption.

For all units, the sensitivity analyses show that no reasonably possible change to the key assumptions would lead to the achievable amount being reduced to corresponding carrying amount.

Financial liabilities decreased by a total of CHF 22.5 million compared to the previous year. In the reporting year, additions to lease liabilities were more than offset by repayments, and consequently the net amount was down by a total of CHF 17.3 million. As of year-end, other financial liabilities to third parties mainly relate to the obligation associated with the purchase price payment for buying out the non-controlling interests in NEO ADVERTISING SA. The first tranche of CHF 5.4 million was paid in the reporting year. The purchase price of the shares attributable to non-controlling interests is performance-dependent and was recorded in the balance sheet as of the end of 2025 with a present value of CHF 10.9 million (previous year: CHF 16.0 million). The remaining purchase price is expected to be paid in 2026 or 2027.

Change in net financial liabilities

The non-cash changes in financial liabilities are mainly due to the liabilities from new leasing contracts.

There are currently leases in place for real estate, operating and office equipment (vehicles and IT) and for out-of-home advertising inventory. The leases for real estate and out-of-home advertising inventory have a residual term of between one and ten years. The residual terms of the operating and office equipment leases are between one and five years. Various rental agreements feature options to extend the rental period.

Capitalised right-of-use assets, lease liabilities entered on the liabilities side, the effect in terms of depreciation and amortisation in the income statement and on the financial result as well as the impact on the statement of cash flows are set out in the individual notes. In summary, this has the following effects on the consolidated financial statements:

Short-term leases with terms of less than one year and leases with underlying assets of low value do not have to be recognised and were recorded in the reporting year as lease expenses under other operating expense in the amount of CHF 0.2 million (short-term leases) and CHF 3.5 million (low-value leased assets) (previous year: CHF 1.8 million and CHF 1.2 million respectively).

In the current year, the inventory of right-of-use assets and lease liabilities reduced by CHF 17.4 million and CHF 17.3 million respectively. Additions totalling CHF 45.4 million were more than offset by depreciation and repayments.

The revenue from subleasing of capitalised right-of-use assets is not material, and there are no sale and leaseback transactions.

As of 31 December 2025, liabilities from signed leases yet to commence totalled CHF 2.5 million (previous year: CHF 11.2 million). These liabilities are recognised as a liability at the fair value at the time the lease begins.

The increase in personnel and restructuring provisions is primarily attributable to the costs of the social plans for restructuring at Goldbach and 20 Minuten, as well as the long-term components for variable compensation/the Long Term Incentive Plan (LTI), which are now reported under provisions. In the reporting year, the provisions for social plans (severance pay and early retirement), retention costs, liquidation costs of printing centres and compensation payments were utilised in the amount of CHF 9.9 million. Provisions of CHF 4.5 million formed in earlier periods for social plans were reversed.

Other provisions include claims for repayment of short-time working compensation totalling CHF 13.0 million. Following an audit, Seco asserted claims for repayment of short-time work compensation from individual companies in the TX Group. Appeals have been lodged against the repayment claims; the proceedings are currently pending before the Federal Administrative Court. There are currently no indications of further audits by Seco, but such audits remain possible. The increase in other provisions in the current reporting year is mainly attributable to a newly formed provision in connection with a loss-generating contract and a provision for vacant office space.

Pending transactions

There are out-of-home advertising contracts with an obligation to provide future services that target a specific level of revenue in the amount of CHF 189.7 million (previous year: CHF 242.0 million). As in the previous year, the management estimates that the agreed revenue targets will be achieved.

In the current year, as in the previous year, there are no purchase agreements for the procurement of newsprint and magazine paper that relate to future delivery periods.

Sureties, subordinated claims and guarantee obligations in favour of third parties/related parties

As of the balance sheet date, there are sureties, subordinated claims and guarantee obligations to the benefit of related parties and third parties totalling CHF 22.6 million (previous year: CHF 23.4 million). There are no further sureties, subordinated claims or guarantee obligations.

TX Group is affiliated with a range of defined benefit plans in Switzerland. These plans are managed in accordance with legal requirements by autonomous, legally independent pension funds. The Board of Trustees, as the highest management body of these pension funds, is composed of an equal number of employee and employer representatives.

Plan members are insured against the economic consequences of old age, disability and death, with the benefits governed by the respective plan policies on the basis of the contributions paid. Depending on the individual plan, the employer pays contributions of at least 50%, up to a maximum of 65%, to the pension funds.

The pension funds can change their financing system (contributions and future benefits). In the event of underfunding, determined in accordance with Swiss legal requirements, and if other measures do not produce the desired result, the pension funds may charge the employer deficit reduction contributions.

All insurance risks are borne by the pension funds. These risks can be broken down into demographic and financial risks, and are regularly assessed by the Board of Trustees. The Board of Trustees is also responsible for asset management.

The management of plan assets aims at securing the insured partiesʼ benefit entitlements over the long term using the contributions paid by the employees and employer, as stipulated in the plan policies. Criteria such as security, a market-oriented return on investments, risk distribution, efficiency, and guaranteeing the necessary cash and cash equivalents are all taken into account.

Risk capacity, calculated in accordance with recognised rules, is taken into account when determining the investment strategy. The structure of the plan assets takes particular account of the employee benefit obligations, including the planʼs actual financial position and expected changes to the number of insured members. Hence the plan assets are distributed across different asset classes, markets and currencies, while ensuring that there is sufficient market liquidity. The targeted return on plan assets is determined within the framework of risk capacity, and should play a key role in financing the benefits promised.

Actuarial assumptions

Amounts recognised in the balance sheet

In the current year there is a surplus of around CHF 435.8 million, of which only CHF 184.2 million can be capitalised. At the end of 2024, the surplus was somewhat lower at around CHF 341.9 million, of which CHF 234.4 million was capitalisable. The main reason for the increased surplus is the good return on investments in 2025. The lower capitalisable amount compared with the previous year results from the higher discount factor, which reduces the maximum available economic benefit. According to IFRIC 14, the amount of the economic benefit is the present value of the difference between the employerʼs current service cost and the employerʼs contributions plus any available employer contribution reserves.

Amounts recognised in the income statement