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Digi Communications N.V. Earnings Release 2025
6226_10-k_2026-02-23_d4aaf315-0fa9-41da-9904-adf2255d89d0.pdf
Earnings Release
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DIGI
To: The Romanian Financial Supervisory Authority
Financial Instruments and Investments Sector
The Bucharest Stock Exchange
Regulated Spot Market, Category Int'l (Shares)
From: DIGI COMMUNICATIONS N.V.
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
Report date: 23 February 2026
Name of the issuing entity: DIGI COMMUNICATIONS N.V. (the "Company")
Statutory seat: Amsterdam, The Netherlands
Visiting address: Bucharest, 75 Dr. N. Staicovici, 5th District, Romania
Phone/Fax/Email: +4031.400.65.05 / +4031.400.65.06 / [email protected]
Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN): 808800322
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000
RSIN: 808800322
Romanian Tax Registration Code: RO 37449310
Share Capital: EUR 6,810,042.52
Number of shares in issue: 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each)
Number of listed shares: 35,443,972 class B shares
Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Main Segment, Category Int'l (Shares)
Important events to be reported: Availability of 2025 preliminary financial report
Page 1 of 3
Digi Communications N.V. ("DIGI") informs the market that the 2025 preliminary financial report is available starting 23 February 2026, on the Company's website: https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares/annual-reports-shares
Digi Communications N.V. reports preliminary consolidated revenues of 2,2 billion euros in 2025, a 15% year-over-year increase
- Digi Communications consolidated revenues increased 12% year-on-year (YoY) in Q4 2025, reaching EUR 579 million. This growth contributed to a total of EUR 2,221 million in consolidated revenues for 2025 based on preliminary figures (+15% vs 2024).
- Adjusted EBITDA (excluding the impact of IFRS 16) reached EUR 150 million in Q4 2025, a 5% YoY increase following the expansion of customer base, contributing to the preliminary result for 2025 of EUR 585 million (+1% vs 2024).
- The Group saw a substantial increase in the number of revenue-generating units (RGUs) surpassing 32 million RGUs (+15% YoY growth), across the entire portfolio of services – mobile, broadband, Pay TV and fixed telephony in Romania, Spain, Portugal and Italy.
Digi Communications N.V., one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, reports consolidated preliminary revenues (including revenues and other income) of EUR 579 million in the fourth quarter of 2025, a 12% year-on-year (YoY) increase. Adjusted EBITDA (excluding the impact of IFRS 16) for Q4 2025 increased by 5% compared to the result from Q4 2024, reaching EUR 150 million.
For the full year 2025, according to the preliminary estimates, the Group registered EUR 2,221 million in consolidated revenues and other income, a 15% increase compared to 2024. Adjusted EBITDA increased by 1% YoY, reaching EUR 585 million.
Serghei Bulgac, CEO of Digi Communications, stated: "2025 was a successful year for DIGI, as we accelerated growth in our core markets while continuing to build our presence in new ones. We closed the year with outstanding results, surpassing 32 million clients across the Group, after welcoming 4.3 million new customers in 2025 alone – the highest annual increase in our history. Mobile services continued to be the main growth driver, now representing half of our total customer base, supported by strong commercial momentum and leading portability performance. In Romania, we ranked number one in mobile portability for the 13th consecutive year, while in Spain we held the leadership position for the 5th year in a row. These results confirm that customers continue to choose DIGI for the quality of our services and the fair pricing we deliver. With Spain becoming an increasingly important growth engine alongside Romania, DIGI is evolving into a truly European telecommunications group."
In Q4 2025, Digi continued to grow across its entire service portfolio, surpassing 32 million in revenue-generating user agreements (RGUs) across Romania, Spain, Portugal and Italy. This marks a 4.3 million RGU's gain on an absolute basis over the course of the year, the highest single-year growth registered in the history of the company.
The mobile segment stands out for generating the most RGUs within the Group's array of services, accounting for 50% of the overall clients across the four markets. Maintaining its momentum from past quarters, in Q4 2025, the mobile segment saw its RGUs climb to 16 million, a 22% YoY increase, covering mobile telephony clients across Romania, Spain, Italy and Portugal.
In Romania, the mobile service segment remained the largest, reaching 7.9 million RGUs as of the end of Q4 2025, a positive evolution of 20% compared to Q4 2024. According to data published by ANCOM for 2025, DIGI ranked as the leading operator in mobile number portability in Romania in 2025, attracting approximately 783k ported-in numbers, representing 53.8% of total transfers nationwide. Broadband services registered an increase of 6% in Q4 2025, compared to Q4 2024, up to 5.1 million RGUs, while the segment of Pay-TV services (cable and satellite) increased by 3% YoY up to 6 million
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RGUs. Together with fixed-line telephony, the total number of RGUs in the Romanian market amounted to 19.9 million customers as of Q4 2025, a 9% increase versus Q4 2024.
Spanish operations continued the strong performance in Q4 2025, with the number of users of fixed services, internet, and mobile telephony increasing by 28% compared to Q4 2024, to 10.8 million RGUs. Mobile users increased by 24% to 7.2 million RGUs, while broadband users increased by 32% to 2.6 million. Based on mobile number portability data in Spain, DIGI ranked first for number portability and portability net customer gains in 2025, attracting a total of 1.42 million ported-in numbers and a net port-in gain of 784k mobile lines over the year.
In Portugal, Digi Communications launched commercial operations a year ago, in November 2024, offering a full range of telecommunication services, including mobile, fiber optic broadband internet, television, and fixed telephony. As of the end of Q4 2025, Portugal operations encompassed 850k RGUs, of which 471k were mobile and 159k were broadband users.
In Italy, mobile users increased by 7% YoY, reaching 524k RGUs as of the end of Q4 2025.
Beyond its operational performance, Digi Communications continues to focus on initiatives aimed at enhancing shareholder value and strengthening the liquidity of its shares. In this context, the Board of Directors has proposed for the Extraordinary General Meeting of Shareholders, scheduled for 20 March 2026, the distribution of bonus shares. The initiative involves the capitalization of retained earnings and reserves into share capital and the allocation of newly issued shares to shareholders on a pro rata basis, without any cash contribution. If approved, the Company would issue two new Class A shares for each existing Class A share and two new Class B shares for each existing Class B share, which would increase the total number of shares from 100 million to up to a maximum of 300 million shares, comprising approximately 193.7 million Class A shares and 106.3 million Class B shares.
| Commercial indicators by market (RGU 000's) | Q4'25 | Q4'24 | Change (%) |
|---|---|---|---|
| Romania | 19,856 | 18,183 | 9.2% |
| Mobile services | 7,884 | 6,578 | 19.9% |
| Pay-TV | 6,013 | 5,868 | 2.5% |
| Broadband | 5,157 | 4,888 | 5.5% |
| Fixed telephony | 802 | 849 | -5.5% |
| Spain | 10,839 | 8,440 | 28.4% |
| Mobile services | 7,269 | 5,863 | 24.0% |
| Broadband | 2,583 | 1,951 | 32.4% |
| Fixed telephony | 815 | 626 | 30.2% |
| Pay-TV | 172 | - | 100.0% |
| Italy | 524 | 490 | 6.9% |
| Mobile services | 524 | 490 | 6.9% |
| Portugal | 850 | 676 | 25.7% |
| Mobile services | 471 | 321 | 46.7% |
| Broadband | 159 | 127 | 25.2% |
| Pay-TV | 132 | 121 | 9.1% |
| Fixed telephony | 88 | 107 | -17.8% |
| TOTAL | 32,069 | 27,789 | 15.4% |
The preliminary financial report of Digi Communications as of December 31st, 2025, is available here.
For additional information, please contact us at [email protected]
Serghei Bulgac,
Chief Executive Officer
DIGI
communications n.v.
PRELIMINARY FINANCIAL REPORT
For the year ended 31 December 2025
DIGI communications n.v.
Table of Contents
INTRODUCTION ... 2
PRELIMINARY SUMMARY CONSOLIDATED STATEMENT OF PROFIT OR LOSS ... 3
OTHER FINANCIAL AND OPERATING DATA ... 4
PRELIMINARY MANAGEMENT DISCUSSION AND ANALYSIS ... 7
PRELIMINARY REPORT 2025
INTRODUCTION
The consolidated financial information included in this Preliminary Financial Report is based on the Digi Communications N.V. ("Digi") Group's Unaudited IFRS as adopted by the EU and Section 2:362(9) of the Dutch Civil Code Consolidated Financial Statements for the year ended 31 December 2025.
Financial and operational data from this Preliminary Financial Report are estimates. The final Annual Report for the year ended 31 December 2025 will include the final financial and operational data, which may vary significantly by reference to this Preliminary Financial Report. A final Annual Report will be released by Digi to the market as per the Financial Calendar announced on Bucharest Stock Exchange.
PRELIMINARY REPORT 2025
DIGI COMMUNICATIONS N.V.
Preliminary Summarized Consolidated Statement of Profit or Loss
for the year ended as at 31 December 2025
(all amounts are in thousand EUR, unless specified otherwise)
| Note | 2025 | 2024 Restated | |
|---|---|---|---|
| Revenues | 1 | 2,216,535 | 1,924,300 |
| Other income | 4 | 58,187 | 407,157 |
| Operating expenses | 2 | (1,711,046) | (1,405,035) |
| Employee benefits | 3 | (413,922) | (332,840) |
| Other expenses | 4 | (878) | (337) |
| Operating profit | 148,876 | 593,245 | |
| Net finance costs | 5 | (142,481) | (61,676) |
| Share of loss of equity-accounted investees | (39,418) | (985) | |
| Profit before taxation | (33,023) | 530,584 |
This is the Group's preliminary Statement of Profit or Loss consolidated information as at 31 December 2025. Significant adjustments might occur until the authorization of the final consolidated financial statements. Therefore, the final results may vary significantly by reference to this Preliminary Financial Report.
Serghei Bulgac,
CEO
PRELIMINARY REPORT 2025
DIGI COMMUNICATIONS NV
Preliminary Financial Report
as at 31 December 2025
(all amounts are in thousand EUR, unless specified otherwise)
DIGI
communications n.v.
OTHER FINANCIAL AND OPERATING DATA
The following table shows Selected Financial Data and Ratios based on Digi Group's consolidated financial data as at and for the years ended 31 December 2025 and 2024:
Selected Financial Data and Ratios
| As at and for the year ended 31 December | ||
|---|---|---|
| 2025(1) | 2024Restated | |
| (EUR, unless specified otherwise) | ||
| Revenues | ||
| Revenues | 2,216,535 | 1,924,300 |
| Other income | 58,187 | 407,157 |
| Total Revenues | 2,274,722 | 2,331,457 |
| Adjusted EBITDA | ||
| Adjusted EBITDA(2) | 708,853 | 680,215 |
| Adjusted EBITDA Margin% | 31.2% | 35.2% |
| Adjusted EBITDA without IFRS 16(3) | 585,219 | 578,496 |
| Adjusted EBITDA (%) without IFRS 16 | 25.7% | 29.9% |
| Net debt & Leverage | ||
| Total consolidated debt(4) | 1,910,449 | 1,442,187 |
| Cash and cash equivalents | 38,356 | 66,529 |
| Total consolidated net debt | 1,872,093 | 1,375,658 |
| Net Leverage Ratio(5) | 3.19 | 2.37 |
| CAPEX | 797,898 | 885,277 |
(1) Unaudited.
(2) Adjusted EBITDA includes the impact of IFRS 16 in total amount of EUR 123,634 for 2025, EUR 101,719 for 2024.
(3) Adjusted EBITDA without IFRS 16 is computed as Adjusted EBITDA decreased by the rental expense recognized in line with IFRS without IFRS 16.
(4) Total consolidated debt presented as per the Senior Notes covenants. It includes loans and borrowings (non-current), loans and borrowings (current), derivative financial liabilities, other long-term liabilities, financial leases and excludes accrued interest.
(5) Represents the ratio between total net debt and Adjusted EBITDA as per the Senior Notes covenants, over a given period.
PRELIMINARY REPORT 2025
DIGI COMMUNICATIONS NV
Preliminary Financial Report
as at 31 December 2025
(all amounts are in thousand EUR, unless specified otherwise)
DIGI
communications n.v.
The table below sets out our RGUs and ARPU by segment as at and for the years ended 31 December 2025 and 2024:
| As at and for the year ended | ||
|---|---|---|
| 31 December | ||
| (RGUs: thousands; ARPU: €/period) | 2025 | 2024 |
| Group operations | ||
| RGUs Group(1)(9) | 32,069 | 27,789 |
| ARPU Group(5) | 5.7 | 5.7 |
| Romania | ||
| RGUs(1) | ||
| Fixed | 11,972 | 11,605 |
| Of which | ||
| Pay TV(2) | 6,013 | 5,868 |
| Fixed internet and data(3) | 5,157 | 4,888 |
| Fixed-line telephony(3) | 802 | 849 |
| Mobile(4) | 7,884 | 6,578 |
| ARPU(5) | 4.4 | 4.4 |
| Spain | ||
| RGUs(1) | ||
| Fixed | 3,570 | 2,577 |
| Of which | ||
| Pay TV(2) | 172 | - |
| Fixed internet and data | 2,583 | 1,951 |
| Fixed-line telephony | 815 | 626 |
| Mobile(4) | 7,269 | 5,863 |
| ARPU(5)(6) | 7.9 | 8.7 |
| Portugal | ||
| RGUs(1) | ||
| Fixed | 379 | 355 |
| Of which | ||
| Pay TV(2) | 132 | 121 |
| Fixed internet and data | 159 | 127 |
| Fixed-line telephony | 88 | 107 |
| Mobile(4) | 471 | 321 |
| ARPU(5) | 7.0 | 7.6 |
| Other | ||
| RGUs(1)(7) | ||
| Mobile(4) | 524 | 490 |
| ARPU(5)(8) | 5.5 | 5.7 |
(1) RGUs, or revenue generating units, represent the number of customer accounts at period end. A single customer can account for several RGUs.
(2) Includes RGUs for cable TV, IPTV and DTH services, as applicable.
(3) Includes residential and business RGUs.
(4) Includes mobile telephony and mobile internet and data RGUs.
(5) ARPU is average revenue per RGU for a period. We calculate it by dividing the total revenues of such segment for such period (a) if such period is a calendar month, by the total number of relevant RGUs invoiced for services in that calendar month; or (b) if such period is longer
PRELIMINARY REPORT 2025
DIGI COMMUNICATIONS NV
Preliminary Financial Report
as at 31 December 2025
(all amounts are in thousand EUR, unless specified otherwise)
DIGI
communications n.v.
than a calendar month, by (i) the average number of relevant RGUs invoiced for services in that period and (ii) the number of calendar months in that period.
(6) Does not include ARPU for our pay TV services for the period ended 31 December 2024, as those were immaterial in Spain during such period.
(7) Represents our RGUs in Italy. Does not include our fixed services RGUs in Italy, as those services are immaterial.
(8) Represents our ARPU in Italy. Does not include our fixed services ARPU in Italy, as those services are immaterial.
(9) Does not include RGUs in Belgium. We started our operations in Belgium in December 2024 through a joint venture with Citymesh. As of 31 December 2025, we are not consolidating these operations and we report our investments on an equity basis. As of 31 December 2025, we had approximately 91,000 mobile services RGUs in Belgium.
PRELIMINARY REPORT 2025
pag. 6
DIGI COMMUNICATIONS NV
Preliminary Financial Report
as at 31 December 2025
(all amounts are in thousand EUR, unless specified otherwise)
DIGI
communications n.v.
PRELIMINARY MANAGEMENT DISCUSSION AND ANALYSIS
Main variances are explained below:
1. Revenues
For the year ended 31 December 2025, our revenue reached EUR 2,216,535, reflecting a 15.2% increase from EUR 1,924,300 in the prior year. The Group's RGUs grew by 15.4%, rising from 27.8 million as of 31 December 2024, to 32.1 million as of 31 December 2025. This growth was primarily driven by the increases in fix and mobile RGUs in Spain and Romania.
2. Operating expenses
For the year ended 31 December 2025, our operating expenses totaled EUR 1,711,046, representing a 21.8% increase from EUR 1,405,035 in the previous year. This rise was primarily driven by network expansion and customer base growth of the Spanish and Portuguese operations.
3. Employee benefits
For the year ended 31 December 2025, employee benefits amounted to EUR 413,922, reflecting a 24.4% increase from EUR 332,840 in the previous year. This growth aligns with the company's business development seen especially in Spain and Portugal.
4. Other income / expenses
For the year ended 31 December 2025, we recorded EUR 58,187 in other income, primarily driven by net gain from sale of inventory that relates to subsequent network development specifically from sale to SOTA. In comparison, other income for the year ended 31 December 2024 was EUR 407,157 representing mainly the net gain from the network sale agreement with SOTA.
During the year ended 31 December 2024 Digi Spain Telecom, S.L.U. ("Digi Spain") entered into an Asset Sale Agreement with SOTA INVESTMENTS OPCO, S.L.U ("SOTA"), part of the Macquarie group, for the sale of the portion of its FTTH access network, alongside a Bitstream Services Agreement (WSA) with SOTA allowing Digi continued access to the network to serve its clients. Details of this transaction, including its accounting treatment, are disclosed in the 2024 annual financial statements.
The government subsidy was recognized in accordance with applicable Romanian energy sector laws and regulations, which entitle Digi Romania SA to compensation for the energy price cap.
For the year ended 31 December 2025, we recorded EUR 878 in other expenses, compared to EUR 337 in the previous year. These expenses include accrued costs related to the non-recurring share option plans.
5. Net finance costs
For the year ended 31 December 2025, we recognized net finance costs of EUR 142,481, reflecting a 131% increase from EUR 61,676 in the prior year. This increase was driven by higher interest expenses resulting from new borrowing agreements and from expensing interest related to loans used to build the networks in Portugal, as these costs were no longer capitalised after operations started; by derivative instruments identified in accordance with IFRS (arising from various long-term contracts); by an increase in lease liabilities under IFRS 16; by fully expensing the borrowing costs related to the refinanced bond and by a larger net foreign-exchange loss..
6. Subsequent events
On 6 February 2026, Digi Communications N.V. convened the EGMS scheduled for 20 March 2026, proposing the distribution of bonus shares (stock dividend) through the capitalization of reserves and past profits into share capital, with no cash contribution from investors. Under the proposal, the Company would issue up to two new Class A shares for each Class A share and up to two new Class B shares for each Class B share, for a total amount of up to EUR 13 million. Following the distribution, the total number of shares would increase from 100 million to up to a maximum of 300 million, supporting liquidity while preserving shareholders' proportional ownership.
PRELIMINARY REPORT 2025