Business performance

The business performance of NORMA Group SE essentially corresponds to that of the Group and is described in detail in the ECONOMIC REPORT.

The result of NORMA Group SE determined in accordance with the German Commercial Code (HGB) is driven mainly by business performance and the results of its affiliated companies. These are mainly reflected in the income from dividends and profit transfers, as well as currency effects, allocations from license management, and the net interest result.

Key financial control parameters with regard to the individual company NORMA Group SE are earnings before taxes and distributable profit to ensure the ability to pay dividends on an ongoing basis. For this reason, NORMA Group monitors and optimizes the ability of its subsidiaries to pay dividends. This is of particular relevance, as the adjusted consolidated net income is the decisive factor for the amount of the dividend distribution to the shareholders. NORMA Group aims for a payout ratio of approx. 30 to 35% of the adjusted consolidated earnings.

Earnings before taxes amounted to EUR -120,635 thousand in the reporting year (2024: EUR 31,376 thousand). Earnings before taxes were significantly weaker than forecast, due in particular to the loss absorption of NORMA Group Holding GmbH in the amount of EUR -121,607 thousand (2024: -19,252 thousand). The higher loss is attributable to the devaluation of investment book values at the subsidiary NORMA Group Holding GmbH (2025: EUR -102,123 thousand, 2024: EUR -25,847 thousand) and the loss absorption of the negative result of the subsidiary NORMA Germany GmbH of EUR -31,164 thousand (2024: EUR -7,850 thousand). In addition, there was lower dividend income from the subsidiary NORMA Pennsylvania Inc. in the amount of EUR 25,747 thousand (2024: EUR 69,726 thousand).

Taking into account the profit carried forward of EUR 31,660 thousand (2024: EUR 12,962 thousand) and the net loss for fiscal year 2025 of EUR -121,636 thousand (2024: annual net profit of EUR 31,443 thousand), as well as the withdrawals from the capital reserve of EUR 100,000 thousand, distributable profit as of December 31, 2025 amounted to EUR 10,024 thousand (2024: EUR 44,405 thousand).

 

Earnings position

At EUR 4,903 thousand, the company generated EUR 510 thousand lower sales revenue from license fees for the NORMA Group brand (2024: EUR 5,413 thousand).

Other operating income increased in the reporting year to EUR 27,926 thousand (2024: EUR 14,090 thousand), in particular due to income from recharging expenses in connection with the sale of the Water Management business unit in the amount of EUR 13,513 thousand. Income from licenses used by subsidiaries but held by other Group companies amounts to EUR 12,869 thousand (2024: EUR 13,340 thousand). In this case, the Company assumed responsibility for distributing the license income. The item also included higher previous-period income of EUR 396 thousand (2024: EUR 138 thousand); this mainly resulted from the reversal of provisions, as well as slightly higher income from currency translation (EUR 51 thousand; 2024: EUR 17 thousand).

Compared to the previous year, personnel expenses increased by EUR -1,940 thousand from EUR -6,842 thousand to EUR -8,782 thousand. The change was mainly due to accrued severance expenses as part of the transformation process in the amount of EUR 566 thousand (2024: 0 EUR) and because of the change of CEO. The average headcount in the reporting year was 27 employees (2024: 31 employees). See also the separate disclosure of Management Board remuneration in the Group’s REMUNERATION REPORT.

Other operating expenses increased by EUR -17,147 thousand to EUR -40,527 thousand (2024: EUR -23,380 thousand). This is mainly due to the higher consulting expenses in fiscal year 2025. The consulting expenses for the “Sale of the Water Management business unit” project amounted to EUR -14,017 thousand in the reporting year and the expenses for the “Transformation” project amounted to EUR -2,736 thousand in the reporting year. This item also includes expenses for license fees in the amount of EUR -12,869 thousand (2024: EUR -13,340 thousand), which are distributed by the Company to the subsidiaries as license holders. There are also effects from currency translation in the amount of EUR -34 thousand (2024: EUR -56 thousand).

In the reporting year, income from investments from a dividend distribution from NORMA Pennsylvania, Inc. in the amount of USD 30,000 thousand was incurred (EUR 25,747 thousand; 2024: USD 75,000 thousand or EUR 69,726 thousand).

Other interest and similar income fell by EUR 1,069 thousand to EUR 206 thousand (2024: EUR 1,275 thousand), mainly due to lower interest receivables from NORMA Group Holding GmbH. Interest and similar expenses fell by EUR -1,148 thousand from EUR -9,602 thousand to EUR -8,454 thousand, in particular due to the repayment of a promissory note loan.

Due to the existing profit and loss transfer agreement with the subsidiary NORMA Group Holding GmbH, a loss from profit and loss transfer amounting to EUR -121,607 thousand (2024: EUR -19,252 thousand) has been offset. This was due in particular to significantly higher write-downs on financial assets of NORMA Group Holding GmbH in the amount of EUR -102,123 thousand (2024: EUR -25,847 thousand) and a loss compensation at the subsidiary NORMA Germany GmbH of EUR -31,164 thousand (2024: EUR -7,850 thousand). Further information can be found in the presentation of sales and earnings performance in the EMEA segment of the Condensed Management Report. EMEA SEGMENT DEVELOPMENT

Earnings before taxes fell by EUR -152,011 thousand to EUR -120,635 thousand (2024: EUR 31,376 thousand). Income taxes for NORMA Group SE amounted to EUR -1,001 thousand (2024: income EUR 67 thousand) and mainly relate to expenses for withholding tax. In the previous year, there was tax income from previous years, in particular due to transfer price adjustments within the Group. Earnings after taxes amounted to EUR -121,636 thousand in the reporting year (2024: EUR 31,443 thousand).

The annual financial statements as of December 31, 2025 show distributable profit of EUR 10,024 thousand (2024: EUR 44,405 thousand). It will be proposed to the Annual General Meeting on July 1, 2026, that a total of EUR 4,461 thousand be distributed as a dividend for fiscal year 2025 and that EUR 5,563 thousand be carried forward to new account.

Subject to the approval of the 2026 Annual General Meeting, this will result in a cash dividend of EUR 0.14 per share.

 

Financial position

The asset and capital structure of NORMA Group SE is strongly influenced by the holding function of the Company within the Group.

The balance sheet total decreased by EUR -51,634 thousand year on year to EUR 510,642 thousand (2024: EUR 562,276 thousand).

On the assets side of the balance sheet, financial assets amounted to EUR 377,606 thousand (2024: EUR 425,449 thousand) as of the balance sheet date. Shares in affiliated companies decreased compared to the previous year due to the reduction in capital in NORMA Group Asia Pacific Holding Pte. Ltd. by EUR 47,843 thousand.

In addition, as of December 31, 2025, receivables from affiliated companies were EUR 129,797 thousand lower than in the previous year (2024: EUR 134,265 thousand) at EUR 4,468 thousand. The share of total assets rose accordingly from 23.9% in the previous year to 25.4% in the reporting year. In particular, this included lower receivables from NORMA Group Holding GmbH from the cash pool agreement in the amount of EUR 115,867 thousand (2024: EUR 127,135 thousand). Trade receivables had the opposite effect: These increased from EUR 6,971 thousand in the previous year to EUR 13,503 thousand. This notably includes the receivables from NORMA Pennsylvania, Inc. in the amount of EUR 10,435 thousand from the recharging of expenses in connection with the sale of the Water Management business unit.

In addition to cash and cash equivalents of EUR 35 thousand (2024: EUR 372 thousand), NORMA Group SE had the aforementioned credit balances from the cash pool with the subsidiary NORMA Group Holding GmbH in the amount of EUR 115,867 thousand (2024: EUR 127,135 thousand).

Equity fell from EUR 337,868 thousand to EUR 203,487 thousand in the reporting year. The reduction of EUR -134,381 thousand resulted from the net loss of EUR -121,636 thousand generated in fiscal year 2025 and the dividend distribution of EUR -12,745 thousand. Withdrawals from the capital reserve amounting to EUR 100,000 were made within the equity capital. At 39.8%, the equity ratio was significantly below the previous year’s level (2024: 60.1%).

Pension provisions decreased slightly to EUR 3,493 thousand (2024: EUR 3,561 thousand), mainly due to the updated actuarial assumptions.

At EUR 12,414 thousand, other provisions were EUR 8,932 thousand higher than in the previous year (2024: EUR 3,482 thousand ), in particular due to outstanding invoices in connection with the sale of the Water Management business unit.

On the liabilities side, liabilities to banks fell by EUR 27,484 thousand to EUR 164,228 thousand (2024: EUR 191,712 thousand), in particular due to the repayment of promissory note loan II in the amount of EUR 27,000 thousand.

Liabilities to affiliated companies increased in the reporting year by EUR 100,987 thousand to EUR 123,730 thousand (2024: EUR 22,743 thousand), mainly due to the higher liability from profit and loss transfer to NORMA Group Holding GmbH in the amount of EUR 121,607 thousand (2024: EUR 19,252 thousand).

 

Financial position

Due to its function as the ultimate holding company of NORMA Group, the financial position of NORMA Group SE is significantly dependent on the financial position of its direct and indirect subsidiaries. NORMA Group SE’s financial requirements for the performance of its Group-wide functions and the maintenance of its ability to pay dividends are mainly covered by the funds received as part of the IPO, the promissory note loans taken out, revolving credit lines and commercial papers, ongoing profit transfers and distributions, as well as license fees from its subsidiaries. There is a profit and loss transfer agreement with NORMA Group Holding GmbH, which also has cash flows from its subsidiaries, depending on the prevailing economic conditions.

NORMA Group’s external financing and the Group companies’ internal financing was provided by external banks as well as by NORMA Group Holding GmbH and other foreign Group companies.

In the reporting year, the Company repaid promissory note loans in the amount of EUR 27,000 thousand as scheduled (2024: EUR 18,000 thousand).

Following the agreement signed on 23 September 2025 regarding the sale of the Water Management business, existing variable promissory notes totalling EUR 57.5 million were terminated early in the 2025 fiscal year. Fixed-rate promissory note investors holding a volume of EUR 45.5 million agreed to the waiver requested of investors to waive their right of termination.

As a result, in the 2026 fiscal year, due to terminations effected by NORMA and the completion of the sale of the Water Management division, further repayments of promissory note loan tranches amounting to EUR 96 million (fixed and variable) were made. These repayments were made entirely from the company’s own free cash reserves, using the proceeds from the sale of the Water Management business.

In addition, NORMA Group SE together with NORMA Group Holding GmbH has a Senior Facilities Agreement with a bank consortium including comprehensive credit lines. The loan agreement has an initial total volume of EUR 300,000 thousand. As at the balance sheet date, this total volume remained unchanged from the previous year at EUR 91,000 thousand and EUR 122,000 thousand (EUR 103,830 thousand). This includes a revolving facility of EUR 50,000 thousand and a flexible accordion facility.

The primary objective of NORMA Group SE’s financial management is to ensure liquidity for ongoing business operations at all times. Cash and cash equivalents amounted to EUR 35 thousand at the end of 2025 (2024: EUR 372 thousand). In addition, NORMA Group SE held assets from the cash pool with the subsidiary NORMA Group Holding GmbH in the amount of EUR 115,867 thousand (2024: EUR 127,135 thousand).

Due to the solid financial position of NORMA Group SE and its direct and indirect subsidiaries, the Company was able to meet its obligations at all times during the fiscal year.

 

Overall statement by the Management Board

In the reporting year, NORMA Group SE reported a net loss of EUR -121,636 thousand (2024: net profit of EUR 31,443 thousand).

To offset the net loss for the year on a pro rata basis, EUR 100,000 thousand was withdrawn from the capital reserve. This results in distributable profit of EUR 10,024 thousand (2024: EUR 44,405 thousand).

NORMA Group SE continues to strive for a sustainable dividend policy with a payout ratio of approximately 30 to 35% of the adjusted consolidated earnings (adjusted for expenses and income in connection with acquisitions, with the sale of the Water Management business and with the transformation process), provided the economic situation allows it.

 

Opportunities and risks

NORMA Group SE acts as the holding company that manages NORMA Group. Their development as well as their risks and opportunities therefore largely depend on the business performance of the companies affiliated with the Company. NORMA Group SE is integrated into the Group-wide opportunity and risk management system. For

detailed information, please refer to the section Group Opportunity and Risk Management. The description of the internal control system for NORMA Group required under Section 289 (4) of the German Commercial Code (HGB) is also provided there.

Geopolitical conflicts and wars, as well as economic sanctions, could also have a negative impact on the global economy and – directly or indirectly – on NORMA Group’s operations in the coming fiscal year. This could have a fundamental impact on global supply chains, which could lead to a reduction in sales in affected markets and increased energy and raw material prices.

NORMA Group SE generates its income mainly from license, profit and loss transfer, and investment income of its direct and indirect subsidiaries. Due to its holding function, NORMA Group SE is therefore exposed to the risk of receiving lower investment income as a result of declining profits of the subsidiaries or lower licensing income as a result of lower sales revenues of NORMA Group companies. In case of increasing profits or higher sales revenues of the subsidiaries, NORMA Group SE will receive higher investment income or higher license income.

There is a risk from possible write-downs on investments. Should the economic development or future earnings prospects of individual portfolio companies deteriorate in the long term, this may lead to an impairment of the investments. Corresponding write-downs could have a negative impact on the Company’s earnings.

Due to the solid financial position of NORMA Group companies and the possibility to control distributions of the subsidiaries, the opportunities and risks in connection with investment and license income are assessed as “possible” with a moderate positive effect on earnings. The risk of write-downs on investments is also expected to be “possible” with a “moderate” impact on earnings.

 

Forecast and outlook

The following forecast is made under the assumption that there will be no significant negative effects in the course of 2026 in connection with emerging trade wars and ongoing armed conflicts as well as economic sanctions that could lead to a sharp weakening of the global economy and considerable pressure on NORMA Group’s business development. The potential influencing factors in connection with external risk factors from armed conflicts or climate change are discussed in the Group’s FORECAST REPORT.

For fiscal year 2026, NORMA Group SE expects a slight increase in license income for the brands of the subsidiaries and the “NORMA Group” brand compared to 2025. The corresponding expenses from licenses for the Group subsidiaries as license holders are also expected to be slightly higher.

The Management Board of NORMA Group also anticipates a slight decrease in personnel expenses and moderately higher other cost factors.

Due to the sale of the Water Management business unit, the dividend income from NORMA Pennsylvania Inc. will in the future relate only to the traditional business and will therefore be significantly lower. At the same time, one-off dividend income of EUR 520 million is expected from the sale of the Water Management business unit.

Net interest income should be slightly positive. Overall, this will lead to significantly higher earnings before taxes compared to 2025.

The annual financial statements as of December 31, 2025 show distributable profit of EUR 10,024 thousand. It will be proposed to the Annual General Meeting on July 1, 2026 that a total of EUR 4,461 thousand be distributed as a

dividend for fiscal year 2025 and that EUR 5,563 thousand be carried forward to new account. In this context, it is assumed that the Company’s distributable profit and ability will be sufficient to ensure the company’s ability to pay dividends.