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Hexagon Composites — Interim / Quarterly Report 2025
Feb 12, 2026
3619_rns_2026-02-12_fe773c9d-9434-40d5-ad45-da98858d58e7.pdf
Interim / Quarterly Report
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A word from the CEO
Dear shareholders,
We spent the majority of 2025 navigating an unprecedented industry downturn. It has been a challenging year, and we have taken significant measures to restore our profitability. As we exit the fourth quarter, I'm encouraged to see early signs of gradual stabilization in our core markets together with the underlying positive impact of our strategic and cost measures.
In the fourth quarter, Hexagon delivered sequential revenue growth and improved profitability, noting revenues of NOK 831 million and EBITDA of NOK 156 million. Adjusted for non-recurring items, EBITDA ended at NOK 49 million.
Our Fuel Systems business recorded the strongest quarter of the year with several large orders being delivered, and solid demand for the refuse and transit segments. Refuse remains resilient to overall market conditions and delivered a record year for 2025.
The fourth quarter saw important structural progress for our Group, with the successful completion of SES Composites' acquisition in October. Hexagon is now the leading supplier of natural gas fuel systems in Europe - and I'm pleased to see that SES' positive contribution is already visible in our Q4 numbers. We expect more meaningful financial synergies to materialize in 2026.
Delivering cost savings and cash discipline
In September 2025, we launched a cost and cash optimization program in Q3'25 to improve our break-even point. The highlights of this program are:
- A targeted 25% reduction in workforce
- NOK 205 million in personnel and SG&A costs so far, including 100 million in structural reductions.
- Reduced working capital in Q4'2025 and expect to see further reductions between NOK 100-150 million through 2026.
- Strict investment discipline, limiting capex in 2026 to NOK 80 million and no new non-core cash investments planned throughout the year.
Although we have made tough decisions in the past 6 months, I'm encouraged to see visible progress as we enter 2026.

Exploring new verticals
Hexagon has built an unmatched industry reputation and expertise in high-pressure carbon fiber cylinders for over six decades.
These cylinders are at the heart of our solutions, and we are actively exploring how we can deploy existing equipment, capacity and technical know-how in adjacent markets. I'm pleased to share that we this week secured our first commercial aerospace cylinder order - a testament to our engineering team's agility, our proven technology and the diverse potential of our capabilities.
Looking ahead
I'm proud of how our team has navigated the market headwinds of 2025. We have taken significant measures – not only to mitigate the short-term impacts but to implement structural improvements that will benefit us as the market rebounds.
As we enter 2026, we are cautiously optimistic about what the year will bring. With the current visibility, we expect a modest first half of the year in line with normal seasonality, with gradual improvements in the second half.
Our key priorities are clear: maintaining strict financial discipline, leveraging our core technology to develop adjacent revenue streams and accelerating the adoption of natural gas vehicles.
Natural gas remains the only viable alternative to diesel in long-haul, heavy-duty and high-energy intensive mobility applications and as an industry leader with unmatched capacity and customer bases, I remain confident in the long-term growth of Hexagon.
Philipp Schramm
CEO Hexagon Composites
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Key developments | Q4 2025
- Sequential revenue growth and improved profitability in Q4 2025
- Fuel Systems delivering strongest quarter of the year, driven by high Refuse and improving Truck volumes
- Completed the acquisition of SES Composites, expected to generate meaningful synergies
- Cost and cash program delivering underlying savings and improved working capital

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Key figures – new segment structure1)
| Fourth | quarter | Full year | Full year | ||
|---|---|---|---|---|---|
| (NOK millions) | 2025 | 2024 | 2025 | 2024 | 2024 |
| Fuel Systems | |||||
| Revenue EBITDA |
548 61 |
757 90 |
1 848 82 |
2 287 180 |
2 287 180 |
| EBITDA margin | 11% | 12% | 4% | 8% | 8% |
| Mobile Pipeline | |||||
| Revenue | 199 | 646 | 781 | 2 165 | 2 165 |
| EBITDA | - 8 |
146 | - 44 |
430 | 430 |
| EBITDA margin | - 4% |
23% | - 6% |
20% | 20% |
| Aftermarket | |||||
| Revenue | 105 | 134 | 433 | 450 | 450 |
| EBITDA | 12 | 30 | 28 | 71 | 71 |
| EBITDA margin | 11% | 22% | 6% | 16% | 16% |
| Corporate and eliminations | |||||
| Revenue | - 21 |
-4 | - 107 |
-25 | -25 |
| EBITDA | 90 | -9 | 92 | - 44 |
- 44 |
| Hexagon Group | |||||
| Revenue | 831 | 1 533 | 2 955 | 4 877 | 4 877 |
| EBITDA | 156 | 257 | 158 | 637 | 637 |
| EBITDA margin | 19% | 17% | 5% | 13% | 13% |
1) Effective 1 April 2025, Hexagon management made an internal reorganization of the Group's operations. The reorganization formalizes and focuses on three new business segments which previously have been integrated in the segments Hexagon Agility and Hexagon Digital Wave. The new reportable segments and their link to the former segments are summarized as follows:
- Fuel Systems comprises Hexagon Agility's fuel systems business for commercial vehicles
- Mobile Pipeline comprises Hexagon Agility's gas distribution business under the brand name Mobile Pipeline® in addition to distribution cylinder sales to Hexagon Purus
- Aftermarket comprises Hexagon Agility's parts, service, support and install offering under the brand name Hexagon Agility FleetCare in addition to Hexagon Digital Wave (Modal Acoustic Examination requalification service and Ultrasonic Examination machines)
- Corporate and eliminations do not represent an operating segment but comprises non-operating corporate entities within the Group similar to the former structure as well as corporate functions previously reported within Hexagon Agility. Eliminations refer to eliminations of revenues and costs inter-segment and between segment and corporate entities, as well as acquisition-related amortizations arising from purchase price allocations and other group eliminations. Acquisition-related amortizations arising from purchase price allocations were previously reported within Hexagon Agility.
See also note 3 for further information pertaining to segment reporting.
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Financial summary
Hexagon Group
Group structure
Following the sale of Hexagon Ragasco in 2024 and the divestment of Hexagon Purus in 2023, Hexagon has become a more focused and integrated company within the alternative fuel space. This focused strategy was further strengthened through the acquisition of Worthington's alternative fuels business, SES Composites in October 2025.
The group is organized into three business segments: 1) Fuel Systems, 2) Mobile Pipeline and 3) Aftermarket - all dedicated to distinct markets and product offerings. The Fuel Systems segment comprises of fuel systems for commercial vehicles such as heavy-duty trucks, medium-duty trucks, refuse trucks and transit buses.
The Mobile Pipeline segment comprises our Mobile Pipeline® gas distribution solutions for CNG, RNG, hydrogen and industrial gases.
The Aftermarket segment comprises Hexagon's offering for maintaining and servicing commercial vehicles and gas distribution trailers (Mobile Pipeline) in the field, under the brand Hexagon Agility FleetCare, as well as Hexagon Digital Wave's cylinder testing, inspection and requalification offerings.
Compared to previous segment reporting until Q1'25, Hexagon Agility is now separated into the three new segments, while Hexagon Digital Wave is organized under the Aftermarket segment.
In addition to its core business segments, Hexagon has non-controlling interests in three associated companies - Hexagon Purus, Worthington Cylinders GmbH (heiserTEC) and Cryoshelter BioLNG, all of which are being accounted for by use of the equity method.
Operating results of the Group
In the fourth quarter of 2025, Hexagon Group reported revenues of NOK 831 (1,533) million, of which NOK 97 (0) million was generated by SES Composites. Like-for-like revenues were thus NOK 734 (1,533) million, a decline of 52% with same period last year. The decline in revenues was caused by lower volumes in all segments, most notably in the Mobile Pipeline segment, impacted by lower activity in shale oil exploration industry.
Reported EBITDA for the fourth quarter was NOK 156 (257) million, including certain non-recurring items such as gains from the acquisition of SES Composites of NOK 119 million and severance expenses of NOK 13 million. Adjusted for these items, EBITDA was NOK 49 million. Despite the underlying performance continuing to be under par, the Company is seeing sequential improvement from the group wide cost savings program initiated earlier in the year. Total depreciation, amortization and impairment amounted to NOK 106 (77) million in the fourth quarter, including a goodwill impairment of NOK 38 (0) million in Hexagon Digital Wave, resulting in a reported EBIT of NOK 50 (180) million.
On a full-year basis, group revenues were NOK 2 955 (4 877) million, including NOK 97 million from the newly acquired business, SES Composites. 2025 has been a challenging year across all our segments caused by an unprecedented uncertain macro environment. Our customers, especially in the United States, have, at large, slowed down their investment programs in response to the market uncertainty, resulting in a significant reduction in sales volumes and consequently weakened EBITDA generation. EBITDA for the year was NOK 158 (637) million, including gains from the acquisition of SES Composites of NOK 119 million and severance expenses of NOK 27 million. Adjusted for these items, EBITDA was NOK 65 million. Total depreciation, amortization and impairment amounted to NOK 307 (267) million for the year, impacted by an impairment of goodwill related to Hexagon Digital Wave of NOK 38 million, driving EBIT to NOK -150 (370) million for the year. See the segment results section for further details regarding the operating performance of the Group.
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Profit/loss from continuing operations
Profits/losses before taxes from continuing operations in the fourth quarter were NOK -148 (-690) million, impacted by the negative EBIT performance coupled with share of losses from associates of NOK -203 (-257) million and other gains/losses from associates of NOK 64 (-556) million, and other financial items of NOK -58 (-57) million. See also notes 12 and 4 for further details about associates and net financial items.
Profit/loss from discontinued operations
Profit/loss from discontinued operations is only relevant for 2024 comparable figures, as Hexagon Ragasco was a part of the Group until 3 June 2024, when it was sold to Worthington Enterprises. See note 14 for further details.
Balance sheet development
At quarter end, the Group's balance sheet amounted to NOK 5 294 million compared to NOK 5 240 million at the end of the third quarter of 2025. The increase in the balance sheet during the quarter was impacted by the recognition of SES Composites. At the end of the quarter, interest-bearing debt amounted to NOK 1 242 million and net interest-bearing debt was NOK 1 031 million, compared to NOK 1 059 at the end of the third quarter of 2025.
Cash flows
Net cash flow from operating activities from continuing operations in the fourth quarter was NOK 102 (271) million. Positive working capital effects coupled with a tax refund of approx. NOK 21 million in the quarter explain the improvement beyond the EBITDA performance. On a full-year basis, cash flow from operating activities was NOK -60 (147) million.
Net cash flow from investing activities from continuing operations in the fourth quarter was NOK -39 (-647) million, including capital expenditures of NOK -21 (-71) million, loans to Cryoshelter of NOK -32 (-250) million. On a full-year basis, net cash flow from investing activities was NOK -223 (-237) million. Last year's YTD figure was also heavily impacted by NOK 1 072 million in proceeds from the sale of Hexagon Ragasco.
Net cash flow from financing activities from continuing operations was NOK 40 (144), explained by an increase in debt facilities of NOK 102 (200) million, and interest- and leasing payments of NOK -61 (-56) million. On a full-year basis, net cash flow from
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financing activities was NOK 192 (236) million. Reference is made to the consolidated cash flow statement for further details.
Debt facilities and liquidity
On 30 September 2025, Hexagon Composites ASA refinanced its debt facilities with DNB and Danske Bank. The total facility amounts to NOK 2,000 million and comprises a term loan of NOK 1,250 million, two revolving credit facilities (RCF) of NOK 100 million (Tranche 1) and NOK 400 million (Tranche 2), and a multi-currency overdraft facility of NOK 250 million. Of the total facility, NOK 1,600 million is available for drawdown without incurrence-based leverage restrictions. The additional NOK 400 million under RCF Tranche 2 is available subject to a leverage ratio (NIBD/EBITDA) below 2.0x. Effective from January 2027, the total facility will be reduced by NOK 200 million to NOK 1,800 million through quarterly amortizations of NOK 50 million. The refinanced facilities mature on 31 December 2027.
Under the new debt facility agreement, unused credit facilities at the end of the quarter amounted to NOK 350 million, translating to a liquidity reserve of NOK 561 million. As the Group's leverage is currently higher than 2.0x, the NOK 400 million under RCF tranche 2 is not included in the stated liquidity reserve.
Covenants
Covenant requirements under the new debt facility are disclosed in Note 9. As of the reporting date, there is a risk that compliance with leverage covenant upon reinstatement may become challenging. Management is in continuous dialogue with the Company's lenders regarding the optimal way forward and available mitigating measures.
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Key developments in the quarter
• The acquisition of SES Composites, announced in the third quarter, closed on 16 October for a consideration of the remaining shares of EUR 5.1 million. The consideration was settled with ~1.8 million Hexagon Composites shares and ~16.4 million Hexagon Purus shares. Following the transaction, Hexagon's ownership in Hexagon Purus was reduced from 38.4% to 34.6%.
Key developments after balance sheet date
- On 9 January, Hexagon Composites ASA acquired the remaining 60% shares in Cryoshelter Bio LNG GmbH for a consideration of EUR 1, coupled with a contingent earn-out consideration.
- Fuel systems order of USD 11.7 million (approx. NOK 113 million) for a leading Mexican trucking company received early February. This follows the customer's successful piloting of heavy-duty natural gas trucks over the last year.
- Received inaugural order for cylinders for commercial aerospace application valued at approx. USD 7 million.
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Segment results
Fuel Systems




Global provider of alternative fuel systems for commercial vehicles.
In the fourth quarter of 2025, the Fuel Systems segment recorded revenues of NOK 548 (757) million, including NOK 97 (0) million from SES Composites that was acquired in October 2025. Like-for-like revenues were thus NOK 451 million, representing a decline of approximately 40% compared to the same period last year. The current macroeconomic and regulatory uncertainty coupled with a soft US freight market, are causing fleets to slow down investment cycles and delay adoption of new technology, such as natural gas.
EBITDA in the fourth quarter of 2025 came in at NOK 61 (90) million, including NOK 4 (0) million contribution from SES Composites. While EBITDA was lower than the same period last year due to lower sales, the EBITDA margin was approximately on par with last year – due to improved margins and positive effects from cost savings programs initiated.
For the fiscal year 2025, the Fuel Systems segment recorded revenues of NOK 1,848 (2,287) million, including NOK 97 (0) million from SES Composites. Adjusting for SES Composites, comparable revenues were NOK 1,751 (2,287) million. Softer truck- and transit volumes explain the decline, offset by solid growth in the refuse segment.
EBITDA for 2025 was NOK 82 million (180), including NOK 4 (0) million from SES Composites. The EBITDA performance was negatively impacted by lower volumes and negative mix effects from lower share of fuel systems for truck.


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Mobile Pipeline

Gas distribution systems with the largest transport capacity worldwide for the safe transport of CNG, RNG, hydrogen and industrial gases.
In the fourth quarter of 2025, the Mobile Pipeline segment recorded revenues of NOK 199 (646) million, down 69% compared to the same period last year. 2024 was a peak year for this segment with record-high output and deliveries of gas distribution modules. The reduced demand in 2025 is a result of macroeconomic uncertainties and low oil prices, delaying spending and investment decisions – leading operators to focus on improving asset utilization.
EBITDA in the fourth quarter of 2025 was NOK -8 (146) million, representing an EBITDA margin of -4%, compared to 23% in the same period last year. Current unfavorable industry supply/demand balance has led to some price pressure, impacting both sales and profitability. Cost reductions have been implemented throughout the year, though not sufficient to avoid negative EBITDA, at these very reduced volume levels. Residual direct labor resources have been transferred to Fuel Systems to preserve competence, in addition to targeted cost initiatives.
For the fiscal year 2025, the Mobile Pipeline segment recorded revenues of NOK 781 (2 165) million, a decline of 64% largely explained by the same factors as for the fourth quarter. EBITDA for 2025 ended at NOK -44 (430) with an EBITDA margin of -6% (20%).


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Aftermarket



Aftermarket comprises parts, service, support, and fuel systems install for commercial vehicles from Hexagon Agility FleetCare, and cylinder requalification offering from Hexagon Digital Wave.
In the fourth quarter of 2025, the Aftermarket segment recorded revenues of NOK 105 (134) million, whereby NOK 75 (80) million was attributed to the parts, service, and installs activity under Hexagon Agility FleetCare, and NOK 29 (54) to Hexagon Digital Wave's requalification business.
The activity level in Hexagon Digital Wave is highly correlated to historical volumes of gas distribution trailers, and as both 2015 and 2020 were historically low years for composite gas distribution trailer sales, the revenue development within this business unit is in line with expectations. Additionally, the parts, service and install business of Hexagon Agility FleetCare have seen volumes at lower-than-expected levels due to lower activity in the truck market in general.
EBITDA in the fourth quarter of 2025 came in at NOK 12 (30) million with an EBITDA margin of 11% (22%). The softer EBITDA performance is largely a result of weaker volumes in the FleetCare business and certain one-off expenses related to warranty projects during the quarter.
For the fiscal year 2025, the Aftermarket segment recorded revenues of NOK 433 (450) million and an EBITDA of NOK 28 (71) with an EBITDA margin of 6% (16%), caused by negative performance in Hexagon Digital Wave and weakened volumerelated performance in the FleetCare business.



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Investments in associates
Hexagon holds strategic investments in three associated companies: Hexagon Purus (HPUR.OL) with 34.6% ownership, heiserTEC with 49% ownership, and Cryoshelter BioLNG with 40% ownership.
Hexagon Purus – 34.6% ownership
Hexagon Purus is a global leader in key technologies needed for zero-emission hydrogen and battery-electric mobility and infrastructure with production facilities in North America, Europe and Asia.
In 2025, Hexagon Purus generated revenues of NOK 1 144 (1 876) million and an EBITDA of NOK -618 (-348) million. The reduced revenue and widened EBITDA loss were mainly driven by weaker demand, write-downs and significant restructuring costs.
Profit after tax for Hexagon Purus for 2025 ended at NOK -1 525 (-1 202). Hexagon's share of losses in Hexagon Purus amounted to NOK -556 (-426) million in the same period. See note 12 for further information on the equity method accounting of Hexagon Purus.
For further details about the operational and financial development of Hexagon Purus, reference is made to the Company's fourth quarter report published on 10 February 2026 on www.hexagonpurus.com/investors.
heiserTEC (Worthington Cylinders GmbH) – 49% ownership
Sustainable Energy Solutions (SES) was rebranded to heiserTEC in December 2025. Following Hexagon's acquisition of SES Composites in 2025, heiserTEC continues as a joint venture with Worthington Enterprises, where Hexagon holds a ownership 49%. heiserTec is a leading European supplier of type 1 steel cylinders for industrial gases, and development within adjacent industries, and has production facilities in Kienberg, Austria.
In the first nine months of the 2025, Hexagon's accounted for 49% of the profits/losses in SES as a whole (including "SES Composites" and "Worthington Cylinders"). Following the acquisition of SES Composites in October 2025, Hexagon accounts for SES Composites as a consolidated subsidiary, while the profits/losses from Worthington Cylinders are accounted for by use of the equity method with a 49% share.
Hexagon's share of losses from SES and heiserTEC amounted to NOK 44 million in 2025. See note 12 for further information on the equity method accounting of SES and heiserTEC.
Cryoshelter Bio LNG – 40% ownership
Cryoshelter BioLNG is an Austria-based company specializing in the development of cryogenic tank technology for liquified natural gas (LNG). Hexagon acquired 40% of the shares in Cryoshelter BioLNG in August 2022.
In 2025, Hexagon's 40% share of the profits/losses in Cryoshelter BioLNG amounted to NOK -53 (-46) million. The company finalized its inaugural order to a large global package delivery company during the first half of 2025 but has no further orders in backlog. Consequently, the Company has scaled down its operation to a bare minimum. See also note 12 for further details related to the equity method accounting of Cryoshelter BioLNG.
Hexagon acquired the remaining 60% shares in Cryoshelter Bio LNG in January 2026. The Company is currently exploring alternatives that does not involve further investments, including deploying the technology in a high-potential market such as India.
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Outlook
Hexagon is focusing on optimizing its cost structure, maintaining capital discipline and ensuring sound financial management through an uncertain environment.
The Company remains cautiously optimistic about 2026. Market softness is expected to continue into the first half of the year, with gradual improvements and normal seasonality contributing to a back-end loaded year.
Based on current visibility, the Company expects 2026 top line to be broadly in line with or moderately above – 2025 levels, subject to market developments and order timing.
Actions implemented through the cost and cash savings program are expected to contribute to meaningful improvements in profitability and free cash flow compared to 2025.
Hexagon's core technology is key to solving global energy challenges, including energy security, energy reliability, emissions reductions, and, most importantly, lowering the total cost-of-ownership for energy and mobility companies. In North America, natural gas-powered heavy-duty trucks currently represent our largest growth opportunity – natural gas is the only alternative fuel ready for mass adoption in that segment.
The Board remains confident in the Company's resilience and as the market normalizes, Hexagon is in pole position to capture long-term profitable growth.
These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. For further information please refer to the section "Forward-Looking Statements" at the end of this report.
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Risks and uncertainties
The Hexagon Composites Group is exposed to various risks and uncertainties that may affect its business operations, financial performance and future prospects. Global economic fluctuations, inflationary pressures, interest rate changes, geopolitical instability and regulatory changes may impact demand for Hexagon's products and services, particularly in the mobility, energy, and industrial sectors. The Company relies on a global supply chain for raw materials and components. Disruptions due to logistical challenges, supplier insolvency or supplier production disruptions, import/export restrictions, and/or geopolitical events may affect production schedules and cost structures. To mitigate some of the supply chain risks, and in particular related to pricing and access to carbon fiber, the Group may from time to time enter into long-term supply agreements locking in price and volume. Even though such contracts are intended to mitigate supply chain risk, it could also potentially add risk – as such contracts may commit the Group to purchase material and components over and above actual demand, and market prices can fall. Hexagon operates in markets subject to evolving environmental, safety, and energy regulations. Changes in legislation or policy – especially related to decarbonization initiatives could impact strategic initiatives or require operational adjustments. Rapid technological advancements and increased competition in clean energy solutions may affect Hexagon's market position. Failure to innovate or adapt to emerging technologies could result in reduced competitiveness. As an international company, Hexagon is exposed to currency fluctuations, particularly between NOK, EUR, and USD. The Group presents its financial results in NOK, while the underlying businesses are denominated in USD and EUR, which may impose volatility to the financial results. The Company is financed with interest-bearing loans subject to incurrence-based covenant testing. Failure to comply with these covenants may imply immediate repayment of loans and may require additional equity financing or other sources of financing. Extreme weather events and long-term climate change may affect operations, supply chains, and customer demand. Hexagon is committed to sustainability, but environmental risks remain a factor in strategic planning. The Company may be subject to legal claims, disputes, or compliance breaches in jurisdictions where it operates. These could result in financial penalties or reputational harm. While these risks are not exhaustive, they represent key areas of uncertainty that Hexagon Composites ASA actively monitors and manages. The Company remains committed to maintaining robust risk management practices to mitigate potential adverse impacts. For additional information about risks and uncertainties we refer to Hexagon Composites' 2024 annual report. It is not expected that the above exposures and risks will have a material effect on the Group or its financial position in the next reporting period.
Statement from the Board and CEO
To the best of our knowledge, we confirm that:
- the consolidated financial statements for the period 1 January to 31 December 2025 have been prepared in accordance with "IAS 34 Interim Financial Reporting",
- the information provided in the financial statements gives a true and fair view of the Company's and Group's assets, liabilities, financial position and results for the period viewed in their entirety, and that;
- the information presented in the financial statements gives a true and fair view of important events of the period, financial position, material related party transactions and principal risks and uncertainties of the Group for the next quarter.
Oslo, 11 February 2026
The Board of Directors of Hexagon Composites ASA
| Knut Flakk | Liv Astri Hovem | Harald Arnet | Ko Mizukawa |
|---|---|---|---|
| Chair | Deputy Chair | Board member | Board member |
| Sam Gabbita | Eva Sagemo | Mimi Berdal | Philipp Schramm |
| Board member | Board member | Board member | Chief Executive Officer |
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Condensed Interim Financial Statements for the Group
Consolidated statement of income
| (NOK 1000) | Note | Q4 2025 |
Q4 2024 |
YTD 2025 | YTD 2024 | FY 2024 |
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | Audited | ||
| Revenue from contracts with customers | 3 | 828 779 | 1 518 201 |
2 944 039 |
4 856 973 |
4 856 973 |
| Other operating income | 3 | 449 | 13 478 | 1 335 | 14 920 | 14 920 |
| Rental income | 3 | 2 203 | 1 289 |
9 788 | 5 320 | 5 320 |
| Total revenue and other operating income | 831 430 | 1 532 968 |
2 955 163 |
4 877 213 |
4 877 213 |
|
| Other income | 13 | 119 438 | 0 | 119 438 | 0 | 0 |
| Cost of materials | 414 211 | 805 415 | 1 482 631 |
2 494 220 |
2 494 220 |
|
| Payroll and social security expenses | 11 | 251 182 |
297 171 | 975 983 | 1 123 997 |
1 123 997 |
| Other operating expenses | 129 802 | 173 629 | 458 369 | 622 102 | 622 102 | |
| Operating profit before depreciation and amortization (EBITDA) | 155 672 | 256 753 | 157 617 | 636 894 |
636 894 | |
| Depreciation, amortization, and impairment | 5, 6 | 105 861 |
76 858 |
307 282 |
266 765 |
266 765 |
| Operating profit (EBIT) | 49 812 |
179 895 | - 149 665 |
370 129 | 370 129 | |
| Share of profit/loss from associates |
12, 13 | - 203 281 |
- 257 231 |
- 677 936 |
- 520 951 |
- 520 951 |
| Impairments and other gains/losses from associates |
12 | 64 299 | - 555 847 |
- 135 458 |
- 555 847 |
- 555 847 |
| Other financial items (net) | 4 | - 58 385 |
-56 507 | - 269 064 |
- 199 470 |
- 199 470 |
| Profit/loss before taxes from continuing operations | - 147 555 |
- 689 690 |
- 1 232 123 |
- 906 139 |
- 906 139 |
|
| Income tax expenses | - 60 069 |
24 117 |
- 100 485 |
62 516 |
62 516 | |
| Profit/loss after taxes from continuing operations | - 87 486 |
- 713 808 |
- 1 131 638 |
- 968 655 |
- 968 655 |
|
| Profit/loss after taxes from discontinued operations | 13, 14 | 0 | -1 497 | 0 | 689 526 | 689 526 |
| Total profit/loss after taxes | - 87 486 |
- 715 304 |
- 1 131 638 |
- 279 129 |
- 279 129 |
|
| Earnings per share in NOK | ||||||
| Basic | - 0.36 |
-3.53 | - 4.91 |
- 1.36 |
- 1.36 |
|
| Diluted | - 0.36 |
-3.43 | - 4.91 |
- 1.36 |
- 1.36 |
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Consolidated statement of comprehensive income
| (NOK 1000) | Note | Q4 2025 | Q4 2024 | YTD 2025 | YTD 2024 | FY 2024 |
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | Audited | ||
| Total profit/loss after taxes | - 87 486 |
- 715 304 |
- 1 131 638 |
- 279 129 200 054 10 693 46 979 257 726 0 0 257 726 257 726 0 |
- 279 129 |
|
| Other comprehensive income | ||||||
| Translation differences when translating foreign activities | 20 438 |
146 488 | - 219 221 |
200 054 | ||
| Translation differences related to deconsolidated subsidiary reclassified to profit or loss | 13 | 0 | 0 | 0 | 10 693 | |
| Share of other comprehensive income of associates | 12 | 5 945 |
21 643 |
- 27 988 |
46 979 | |
| Net total of items that may be reclassified to profit or loss in subsequent periods | 26 383 |
168 130 | - 247 210 |
257 726 | ||
| Actuarial gains/losses for the period (net after tax) | 0 | 0 | 0 | 0 | ||
| Net total of items that will not be reclassified to profit or loss in subsequent periods | 0 | 0 | 0 | 0 | ||
| Total other comprehensive income | 26 383 |
168 130 | -247 210 |
257 726 | ||
| Attributable to: | ||||||
| Equity holders of the parent | 26 383 |
168 130 | - 247 210 |
257 726 | ||
| Non-controlling interests | 0 | 0 | 0 | 0 | ||
| Total comprehensive income | - 61 103 |
- 547 174 |
- 1 378 847 |
- 21 403 |
- 21 403 |
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Consolidated statement of financial position
| (NOK 1000) | Note | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| Unaudited | Audited | ||
| ASSETS | |||
| Property, plant, and equipment | 5 | 879 267 | 940 874 |
| Right-of-use assets | 5 | 403 477 | 502 214 |
| Intangible assets | 6 | 1 678 887 |
1 926 414 |
| Investment in associates | 12, 13 | 179 529 | 1 009 075 |
| Other non-current financial assets | 10 | 197 459 | 220 246 |
| Deferred tax assets | 32 988 | 33 198 | |
| Total non-current assets | 3 371 607 |
4 632 021 |
|
| Inventories | 1 124 660 |
1 191 954 |
|
| Trade receivables | 489 603 | 742 861 | |
| Other current financial assets | 13 | 19 375 | 120 000 |
| Other current assets | 77 529 |
88 339 | |
| Cash and cash equivalents | 211 406 | 302 297 | |
| Total current assets | 1 922 573 |
2 445 451 |
|
| Total assets | 5 294 180 |
7 077 472 |
{17}------------------------------------------------
Consolidated statement of financial position (cont.)
| (NOK 1000) | Note | 31.12.2025 | 31.12.2024 |
|---|---|---|---|
| Unaudited | Audited | ||
| EQUITY AND LIABILITIES | |||
| Paid-in capital | 1 579 637 |
1 017 198 |
|
| Other equity | 1 092 791 | 2 515 503 |
|
| Total equity | 2 672 428 |
3 532 700 |
|
| Interest-bearing liabilities (non-current) | 9 | 1 241 981 |
1 091 773 |
| Lease liabilities (non-current) | 7 | 444 937 | 541 058 |
| Other financial liabilities (non-current) | 8 | 274 571 | 451 737 |
| Pension liabilities | 0 | 422 | |
| Deferred tax liabilities | 34 714 | 163 782 | |
| Provisions (non-current) | 21 767 | 19 297 | |
| Total non-current liabilities | 2 017 970 |
2 268 069 |
|
| Interest-bearing liabilities (current) | 9 | 0 | 201 498 |
| Lease liabilities (current) | 7 | 56 700 | 60 523 |
| Trade payables | 178 186 | 389 300 | |
| Contract liabilities | 49 625 | 164 289 | |
| Other financial liabilities (current) | 8, 10 | 25 000 | 62 758 |
| Income tax payable | 0 | 6 146 | |
| Other current liabilities | 227 782 | 294 150 | |
| Provisions (current) | 66 489 | 98 038 | |
| Total current liabilities | 603 782 |
1 276 703 |
|
| Total liabilities | 2 621 752 |
3 544 771 |
|
| Total equity and liabilities | 5 294 180 |
7 077 472 |
{18}------------------------------------------------
Consolidated statement of cash flows
| (NOK 1000) | Note | Q4 2025 |
Q4 2024 |
YTD 2025 |
YTD 2024 |
FY 2024 |
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | Audited | ||
| Operating cash flows | ||||||
| Profit before taxes from continuing operations | - 147 555 |
- 689 690 |
- 1 232 123 |
- 906 139 |
- 906 139 |
|
| Profit before taxes from discontinued operations | 14 | 0 | - 1 497 |
0 | 693 453 | 693 453 |
| Profit before taxes | - 147 555 |
- 691 187 |
- 1 232 123 |
- 212 686 |
- 212 686 |
|
| Gain from sale of subsidiary | 13 | 0 | 0 | 0 | -675 240 | - 675 240 |
| Other financial items (net) | 7 | 58 385 | 56 507 | 269 064 | 199 470 | 199 470 |
| Impairments and other gains/losses from associates | 12 | - 64 299 |
555 847 | 135 458 | 555 847 | 555 847 |
| Share of profit/loss from associates | 12 | 203 281 | 257 231 | 677 936 | 520 951 | 520 951 |
| Depreciation, amortization and impairment | 5, 6 | 105 861 | 76 858 | 307 282 | 284 454 | 284 454 |
| Other income (non-cash gains) | 13 | - 119 438 |
0 | - 119 438 |
0 | 0 |
| Share based payment expenses (non-cash) | 11 | 9 206 | 12 295 | 13 758 | 45 998 | 45 998 |
| Changes in net operating working capital 1) | - 11 162 |
- 86 623 |
74 876 | - 612 807 |
- 612 807 |
|
| Other working capital items and adjustments to operating cash flow | 48 160 | 118 387 | - 182 072 |
101 475 | 101 475 | |
| Taxes paid / refunded |
19 976 | - 28 522 |
- 4 419 |
- 60 366 |
- 60 366 |
|
| Net cash flow from operating activities | 102 415 | 270 793 | - 59 676 |
147 097 | 147 097 | |
| - of which from continuing operations |
102 415 | 270 793 | - 59 676 |
177 198 | 177 198 | |
| - of which from discontinued operations - Hexagon Ragasco |
0 | 0 | 0 | - 30 101 |
- 30 101 |
|
| Investing cash flows | ||||||
| Purchase of property, plant & equipment | 5 | - 7 846 |
- 49 245 |
- 81 789 |
- 259 286 |
- 259 286 |
| Purchase of intangible assets | 6 | - 13 165 |
- 21 849 |
- 54 877 |
- 31 527 |
- 31 527 |
| Interest received | 14 363 | 4 676 | 25 680 | 21 606 | 21 606 | |
| Total return swap cash collateral payments | 8 | 0 | - 137 015 |
- 137 015 |
- 137 015 |
- 137 015 |
| Investment in subsidiaries | 0 | - 18 246 |
0 | - 18 246 |
- 18 246 |
|
| Proceeds from sale of shares in subsidiary | 13 | 0 | - 1 497 |
120 000 | 942 703 | 942 703 |
| Other proceeds from sale of subsidiary (repayment of intercompany debt) | 0 | 0 | 0 | 128 973 | 128 973 | |
| Investment in associates | 12 | - 32 445 |
- 250 128 |
- 79 529 |
- 505 497 |
- 505 497 |
| Other investments in associates (convertible bond investment in Hexagon Purus) | 10 | 0 | 0 | 0 | - 200 000 |
- 200 000 |
| Other investments | 10 | 0 | - 173 586 |
- 15 429 |
- 178 921 |
- 178 921 |
| Net cash flow from investing activities | - 39 093 |
- 646 889 |
- 222 959 |
- 237 211 |
- 237 211 |
|
| - of which from continuing operations |
- 39 093 |
- 646 889 |
- 222 959 |
- 216 497 |
- 216 497 |
|
| - of which from discontinued operations – Hexagon Ragasco |
0 | 0 | 0 | - 20 714 |
- 20 714 |
|
1) Changes in net operating working capital consist of net changes in inventories, trade receivables, trade payables and contract liabilities.
{19}------------------------------------------------
Consolidated statement of cash flows (cont.)
| (NOK 1000) | Note | Q4 2025 |
Q4 2024 |
YTD 2025 |
YTD 2024 |
FY 2024 |
|---|---|---|---|---|---|---|
| Financing cash flows | ||||||
| Net repayment (-) / proceeds (+) from interest bearing loans | 9 | 102 017 | 200 157 | - 51 498 |
188 902 | 188 902 |
| Interest payments on interest-bearing liabilities | - 39 231 |
- 34 111 |
- 151 753 |
- 145 770 |
- 145 770 |
|
| Repayment of lease liabilities (incl. Interests) | 7 | - 21 941 |
- 22 200 |
- 92 406 |
- 97 915 |
- 97 915 |
| Net proceeds from share capital increase | - 496 |
0 | 562 454 | 290 531 | 290 531 | |
| Net proceeds from purchase (-) and sale (+) of treasury shares | 0 | 0 | - 75 112 |
0 | 0 | |
| Net cash flow from financing activities | 40 348 | 143 846 |
191 685 | 235 748 | 235 748 | |
| - of which from continuing operations |
40 348 | 143 846 | 191 685 | 208 654 | 208 654 | |
| - of which from discontinued operations – Hexagon Ragasco |
0 | 0 | 0 | 27 095 | 27 095 | |
| Net change in cash and cash equivalents | 103 671 | - 232 250 |
- 90 951 |
145 634 | 145 634 | |
| Net currency exchange differences | 2 467 | 17 654 | - 22 940 |
26 185 | 26 185 | |
| Cash and cash equivalents from acquired / sold businesses | 13 | 23 000 | 0 | 23 000 | - 23 872 |
- 23 872 |
| Cash and cash equivalents at start of period | 82 269 | 516 894 | 302 297 | 154 350 | 154 350 | |
| Cash and cash equivalents at end of period | 211 406 | 302 297 | 211 406 | 302 297 | 302 297 | |
| Liquidity overview | ||||||
| Cash and cash equivalents at end of period | 211 406 | 302 297 | 211 406 | 302 297 | 302 297 | |
| Available unused credit facilities (excl. RCF tranche 2 of NOK 400m) | 9 | 350 000 | 898 502 | 350 000 | 898 502 | 898 502 |
| Liquidity reserve (excl. RCF tranche 2 of NOK 400m) | 9 | 561 406 | 1 200 799 |
561 406 | 1 200 799 |
1 200 799 |
{20}------------------------------------------------
Consolidated statement of changes in equity
| Treasury | Share | Other capital | Foreign currency | |||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1 000) | Note | Share capital | shares | premium | reserves | translation reserve | Other equity | Total equity |
| As of 1 January 2024 | 20 162 | - 138 |
706 544 | 180 674 | 270 893 | 2 035 899 |
3 214 033 |
|
| Profit/loss after tax for the period | - 279 129 |
- 279 129 |
||||||
| Other comprehensive income for the period | 13 | 210 747 | 46 979 | 257 726 | ||||
| Total comprehensive income | 210 747 | - 232 150 |
- 21 403 |
|||||
| Share-based payments | 45 988 |
45 998 | ||||||
| Movement in treasury shares etc. | 98 | 3 442 | 3 540 | |||||
| Share capital increase | 845 | 299 155 | 300 000 | |||||
| Transaction cost related to capital increase | - 9 469 |
- 9 469 |
||||||
| As of 31 December 2024 | 21 007 | - 40 |
996 230 | 226 672 | 481 640 | 1 807 191 |
3 532 700 |
|
| (NOK 1 000) | Note | Share capital | Treasury shares |
Share premium |
Other capital reserves |
Foreign currency translation reserve |
Other equity | Total equity |
|---|---|---|---|---|---|---|---|---|
| As of 1 January 2025 | 21 007 | - 40 |
996 230 | 226 672 | 481 640 | 1 807 191 | 3 532 700 |
|
| Profit/loss after tax for the period | - 1 131 638 |
- 1 131 638 |
||||||
| Other comprehensive income for the period | - 219 221 |
- 27 988 |
- 247 210 |
|||||
| Total comprehensive income | - 219 221 |
- 1 159 626 |
- 1 378 847 |
|||||
| Share-based payments | 13 758 |
13 758 | ||||||
| Movement in treasury shares etc. | - 15 |
- 57 623 |
- 57 638 |
|||||
| Share capital increase | 4 201 | 583 996 | 588 197 | |||||
| Transaction cost related to capital increase | - 25 743 |
- 25 743 |
||||||
| As of 31 December 2025 | 25 008 |
-54 | 1 554 483 |
240 430 | 262 419 |
589 942 | 2 672 428 |
{21}------------------------------------------------
Note 1: General information and basis for preparation
The condensed consolidated interim financial statements for the fourth quarter of 2025, which ended 31 December 2025, comprise Hexagon Composites ASA and its subsidiaries (together referred to as "the Group"). The company's headquarters are at Korsegata 4B, 6002 Aalesund, Norway. Hexagon Composites ASA is listed on the Oslo Stock Exchange under the ticker HEX.
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year which ended 31 December 2024.
For a more detailed description of accounting principles see the consolidated financial statements for 2024, available on the Company's website www.hexagongroup.com/investors
The accounting principles used in the preparation of these interim accounts are the same as those applied to the consolidated financial statements for 2024.
The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
These condensed consolidated interim financial statements were approved by the Board of Directors on 11 February 2026.
Note 2: Estimates
The preparation of the interim accounts entails the use of valuations, estimates and assumptions that affect the application of the accounting policies and the amounts recognized as assets and liabilities, income, and expenses. The actual results may deviate from these estimates. The material assessments underlying the application of the Group's accounting policy and the main sources of uncertainty are the same as for the consolidated accounts for 2024.
{22}------------------------------------------------
Note 3: Operating segments
| (NOK 1000) | Q4 2025 |
Q4 2024 |
YTD 2025 |
YTD 2024 |
FY 2024 |
|---|---|---|---|---|---|
| Fuel Systems | |||||
| Sale of cylinders, systems, and equipment (at point in time) | 548 268 | 748 715 | 1 831 230 |
2 238 060 | 2 238 060 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies | 0 | 4 167 | 13 115 | 37 024 | 37 024 |
| Other operating income | 0 | 4 064 | 3 715 | 11 942 | 11 942 |
| Total revenue | 548 268 |
756 946 | 1 848 060 |
2 287 026 | 2 287 026 |
| Rental income | 0 | 0 | 0 | 0 | 0 |
| Total revenue and other operating income | 548 268 | 756 946 | 1 848 060 |
2 287 026 | 2 287 026 |
| Segment operating profit before depreciation (EBITDA) | 61 449 | 89 617 | 81 772 | 179 568 | 179 568 |
| Segment operating profit (EBIT) | 32 109 | 58 046 | - 43 202 |
68 558 | 68 558 |
Of the total revenue and operating profit in the Fuel Systems segment, NOK 97.2 million of revenue, NOK 4.3 million of EBITDA and NOK 3.4 million of EBIT relate to SES Composites for Q4 2025 and YTD 2025. See note 13, Changes to the Group structure for further information regarding the acquisition of SES Composites in Q4.
| Mobile Pipeline | |||||
|---|---|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 196 505 | 591 047 | 745 745 | 1 753 011 | 1 753 011 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies | 145 | 55 581 | 22 909 | 406 629 | 406 629 |
| Other operating income | 0 | - 1 941 |
2 168 | 437 | 437 |
| Total revenue | 196 650 | 644 687 | 770 822 | 2 160 077 | 2 160 077 |
| Rental income | 2 706 | 1 289 | 9 788 | 5 309 | 5 309 |
| Total revenue | 199 355 | 645 976 | 780 610 | 2 165 386 | 2 165 386 |
| Segment operating profit before depreciation (EBITDA) | - 7 643 |
145 731 | - 43 882 |
429 903 | 429 903 |
| Segment operating profit (EBIT) | - 23 113 |
132 804 | - 94 019 |
377 764 | 377 764 |
{23}------------------------------------------------
| (NOK 1000) | Q4 2025 | Q4 2024 | YTD 2025 | YTD 2024 | FY 2024 |
|---|---|---|---|---|---|
| Aftermarket | |||||
| Sale of cylinders, systems, and equipment (at point in time) | 80 278 | 108 668 | 308 312 | 380 922 | 380 922 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies |
24 373 | 25 091 | 124 826 | 69 280 | 69 280 |
| Other operating income | 0 | 0 | 0 | 0 | 0 |
| Total revenue | 104 651 | 133 759 | 433 138 | 450 202 | 450 202 |
| Rental income | 0 | 0 | 0 | 0 | 0 |
| Total revenue | 104 651 | 133 759 | 433 138 | 450 202 | 450 202 |
| Segment operating profit before depreciation (EBITDA) | 11 891 | 29 973 | 27 599 | 71 189 | 71 189 |
| Segment operating profit (EBIT) | -32 948 | 20 202 | - 37 918 |
43 456 | 43 456 |
Effective 1 April 2025, Hexagon management made an internal reorganization of the Group's operations. The reorganization formalizes and focuses on three new business segments which previously have been integrated in the segments Hexagon Agility and Hexagon Digital Wave. The new reportable segments and their link to the former segments are summarized as follows:
- Fuel Systems comprise Hexagon Agility's fuel systems business for commercial vehicles
- Mobile Pipeline comprises Hexagon Agility's gas distribution business under the brand name Mobile Pipeline® in addition to distribution cylinder sales to Hexagon Purus
- Aftermarket comprises Hexagon Agility's parts, service, support and install offering under the brand name Hexagon Agility FleetCare in addition to Hexagon Digital Wave (Modal Acoustic Examination requalification service and Ultrasonic Examination machines)
- Corporate and eliminations do not represent an operating segment but comprises non-operating corporate entities within the Group similar to the former structure as well as corporate functions previously reported within Hexagon Agility. Eliminations refer to eliminations of revenues and costs inter-segment and between segment and corporate entities, as well as acquisition-related amortizations arising from purchase price allocations and other group eliminations. Acquisition-related amortizations arising from purchase price allocations were previously reported within Hexagon Agility.
{24}------------------------------------------------
Note 4: Other financial items (net)
| (NOK 1000) | Q4 | Q4 | YTD | YTD | FY |
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | |
| Interest income | 16 336 | 25 193 | 49 124 | 56 904 | 56 904 |
| Interest expenses | - | - | - | - | - |
| 43 424 | 38 178 | 163 263 | 149 521 | 149 521 | |
| Interest expenses on lease liabilities (IFRS 16) | - | - | - | - | - |
| 8 142 | 8 937 | 34 229 | 35 095 | 35 095 | |
| Net interest expenses | - | - | - | - | - |
| 35 230 | 21 922 | 148 368 | 127 712 | 127 712 | |
| Change in fair value – | - | -83 458 | - | - | - |
| total return swap instrument in Hexagon Purus | 4 079 | 54 242 | 75 163 | 75 163 | |
| Change in fair value – convertible bond investment in Hexagon Purus |
-276 | 0 | - 59 839 |
- 41 622 |
- 41 622 |
| contingent considerations (earn-out sale of Hexagon Ragasco)1) Change in fair value – |
0 | 71 000 | 0 | 71 000 | 71 000 |
| Other derivatives – | - | - | - | - | - |
| gains/losses | 17 795 | 11 913 | 9 955 | 20 834 | 20 834 |
| Foreign exchange gains/losses (net) | 6 803 | -9 890 | 13 397 | -3 859 | -3 859 |
| Other financial expenses/income (net) | - | - | - | - | - |
| 7 807 | 325 | 10 057 | 1 279 | 1 279 | |
| Other financial items (net) | - | - | - | - | - |
| 58 385 | 56 507 | 269 064 | 199 470 | 199 470 |
1) Earn-out of NOK 71 million in FY 2024 relates to NOK 75 million in additional estimated earn-out payable from Worthington from the sale of Hexagon Ragasco, offset by NOK 4 million in additional estimated earn-out payable to Hexagon Ragasco management. Coupled with estimated earn-out recognized immediately with the sale, total earn-out on the sale of Hexagon Ragasco ended at NOK 120 million, which was settled and received in March 2025.
Note 5: Tangible assets
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Property, plant, | Right of use | Property, plant, | Right of use | |||
| (NOK 1000) | and equipment | assets | Total | and equipment | assets | Total |
| Carrying value as of 1 January | 940 874 | 502 214 | 1 443 088 |
947 938 | 365 624 | 1 313 562 |
| Additions continuing operations | 81 789 | 8 820 | 90 609 |
237 430 |
238 973 |
476 403 |
| Additions discont. operations – Hexagon Ragasco |
0 | 0 | 0 | 21 856 | 3 569 | 25 425 |
| Additions from acquisition of companies |
88 638 |
0 | 88 638 | 1 562 | 0 | 1 562 |
| Depreciations from continuing operations | - 137 018 |
-65 326 | - 202 344 |
- 123 787 |
- 70 479 |
- 194 266 |
| Depreciations from discont. operations - Hexagon Ragasco (note 14) |
0 | 0 | 0 | - 13 337 |
- 4 215 |
- 17 552 |
| Disposals / expirations | - 2 513 |
0 | - 2 513 |
-12 143 | - 4610 |
- 16 753 |
| Reclassifications | 0 | 0 | 0 | -7 525 | 0 | - 7 525 |
| Impairments from continuing operations | 0 | 0 | 0 | - 3 053 |
0 | - 3 053 |
| Currency translation differences | - 92 503 |
- 42 231 |
- 134 734 |
85 896 | 39 525 | 125 421 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | 0 | 0 | 0 | - 193 962 |
- 66 174 |
- 260 136 |
| Carrying value as of 31 December | 879 267 | 403 477 | 1 282 744 |
940 874 | 502 214 | 1 443 088 |
{25}------------------------------------------------
Note 6: Intangible assets
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | Other | |||||||
| Customer | intangible | Total | Customer | intangible | Total | |||
| (NOK 1000) | Goodwill | relationships | assets1) | intangibles | Goodwill | relationships | assets1) | intangibles |
| Carrying value as of 1 January | 1 338 158 |
253 420 | 334 836 | 1 926 414 |
1 232 880 |
252 447 | 300 279 | 1 785 606 |
| Additions continuing operations, net of disposals | 0 | 0 | 54 877 | 54 877 | 0 | 0 | 31 468 | 31 468 |
| Additions discont. operations - Hexagon Ragasco |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Additions from acquisition of companies |
0 | 0 | 3 815 | 3 815 | 8 104 | 0 | 8 170 | 16 274 |
| Amortizations from continuing operations | 0 | -25 503 | -41 213 | -66 715 | 0 | -26 712 | -37 169 | - 63 881 |
| Amortizations from discont. operations - Hexagon Ragasco (note 14) |
0 | 0 | 0 | 0 | 0 | 0 | - 138 |
- 138 |
| Reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | 7 525 | 7 525 |
| Impairment | - 37 978 |
0 | - 245 |
- 38 223 |
-4 673 |
0 | -892 | -5 565 |
| Currency translation differences | - 141 401 |
- 27 579 |
- 32 301 |
- 201 281 |
134 196 | 27 684 | 27 716 | 189 597 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | 0 | 0 | 0 | 0 | - 32 350 |
0 | - 2 123 |
- 34 473 |
| Carrying value as of 31 December | 1 158 779 |
200 338 | 319 769 | 1 678 887 |
1 338 158 |
253 420 | 334 836 | 1 926 414 |
1) Other intangible assets consist of technology and development, patents and licenses and other rights
As of 31 December 2025, the impairment test of the Group's goodwill, covering all cash-generating units (CGUs), resulted in an impairment loss of NOK 37.9 million related to the Digital Wave CGU.
Note 7: Lease liabilities
| (NOK 1000) | 2025 | 2024 |
|---|---|---|
| Carrying value as of 1 January | 601 581 | 449 127 |
| New lease liabilities recognized in the period - continuing operations |
8 820 | 233 064 |
| New lease liabilities recognized in the period – discont. operations – Hexagon Ragasco |
0 | 3 569 |
| Cash payments for the principal portion of the lease liability | - 58 178 |
- 61 768 |
| Cash payments for the interest portion of the lease liability | - 34 229 |
- 36 147 |
| Interest on lease liabilities - continuing operations |
34 229 | 35 095 |
| Interest on lease liabilities - discontinued operations - Hexagon Ragasco |
0 | 1 052 |
| Currency translation differences | - 50 587 |
47 954 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | 0 | - 70 366 |
| Carrying value as of 31 December | 501 637 | 601 581 |
{26}------------------------------------------------
Note 8: Other financial liabilities
| Settlements/ | Reclass. from | Reclass from | |||||
|---|---|---|---|---|---|---|---|
| Carrying value | Fair value | Additions | payments | non-current to | liabilities to | Carrying value | |
| (NOK 1000) | 1 January 2025 | adjustment | in the period | in the period | current | assets | 31 Dec 2025 |
| Cross currency swap (fair value) | 451 737 | - 177 165 |
0 | 0 | 0 | 0 | 274 571 |
| Total non-current other financial liabilities | 451 737 |
- 177 165 |
0 | 0 | 0 | 0 | 274 571 |
| Cross currency swap (fair value) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other current financial liabilities | 0 | 0 | 25 000 | 0 | 0 | 0 | 25 000 |
| Total return swap | 62 758 |
54 242 | 0 | - 137 015 |
0 | 20 015 | 0 |
| Total current other financial liabilities | 62 758 | 54 242 | 25 000 | - 137 015 |
0 | 20 015 | 25 000 |
The tables above and below show the movements of current and non-current other financial liabilities in the period.
| Settlements/ | Reclass. from | Reclass from | |||||
|---|---|---|---|---|---|---|---|
| Carrying value | Fair value | Additions | payments | non-current to | liabilities to | Carrying value | |
| (NOK 1000) | 1 January 2024 | adjustment | in the period | in the period | current | assets | 31 Dec 2024 |
| Cross currency swap (fair value) | 0 | 92 168 |
0 | 0 | 359 569 |
0 | 451 737 |
| Total non-current other financial liabilities | 0 | 92 168 |
0 | 0 | 359 569 |
0 | 451 737 |
| Cross currency swap (fair value) | 252 299 | 107 270 |
0 | 0 | - 359 569 |
0 | 0 |
| Other current financial liabilities (TRS) | 124 609 | 75 163 |
0 | -137 015 |
0 | 0 | 62 758 |
| Total current other financial liabilities | 376 909 |
182 433 |
0 | - 137 015 |
- 359 569 |
0 | 62 758 |
{27}------------------------------------------------
Note 9: Interest-bearing liabilities
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |||
| (NOK 1000) | bank loans | bank loans | Total 2025 | bank loans | bank loans | Total 2024 |
| Liabilities as of 1 January | 1 091 773 |
201 498 | 1 293 271 |
0 | 1 108 468 |
1 108 468 |
| with cash settlement: Financing activities |
||||||
| - New liabilities |
602 133 | 0 | 602 133 | 0 | 810 178 | 810 178 |
| - Transaction costs |
- 8 019 |
0 | - 8 019 |
0 | - 9 750 |
- 9 750 |
| - Repayment of liabilities |
- 452 133 |
- 210 498 |
- 653 631 |
0 | - 619 935 |
- 619 935 |
| without cash settlement: Financing activities |
||||||
| - Reclassification 1st year`s instalments |
0 | 0 | 0 | 0 | 0 | 0 |
| - Reclassifications |
0 | 0 | 0 | 1 088 735 |
- 1 088 735 |
0 |
| - Currency translation differences |
0 | 0 | 0 | 0 | 0 | 0 |
| - Other transactions without cash settlement |
8 227 | 0 | 8 227 | 3 039 | 1 272 | 4 311 |
| Liabilities as of 31 December | 1 241 981 |
0 | 1 241 981 |
1 091 773 |
201 498 | 1 293 271 |
On 30 September 2025, Hexagon Composites ASA refinanced its debt facilities with DNB and Danske Bank. The total facility amounts to NOK 2,000 million and comprises a term loan of NOK 1,250 million, two revolving credit facilities (RCF) of NOK 100 million (Tranche 1) and NOK 400 million (Tranche 2), and a multi-currency overdraft facility of NOK 250 million. Of the total facility, NOK 1,600 million is available for drawdown without incurrence-based leverage restrictions. The additional NOK 400 million under RCF tranche 2 is available subject to a leverage ratio (NIBD/EBITDA) below 2.0x. Effective from January 2027, the total facility will be reduced by NOK 200 million to NOK 1,800 million through quarterly amortizations of NOK 50 million. The refinanced facilities mature on 31 December 2027. Covenant requirements under the new debt facility agreements are presented below.
| Covenants | Description | |
|---|---|---|
| Requirements | ||
| Until end of Q2 2026: Suspended | ||
| 1) Leverage (NIBD / EBITDA) |
Net interest-bearing debt (NIBD) refers to interest bearing debt less cash and cash equivalents. |
Q3 2026: < 4.2x |
| EBITDA refers to reported EBITDA adjusted for IFRS 16 leasing expenses (added back), share-based |
Q4 2026: < 3.5x | |
| payment expenses and certain other adjusting items, measured on a rolling twelve-month basis. |
Q1 2027 and onwards: < 3.0x |
|
| Equity ratio refers to equity ratio as reported excluding the effects from IFRS 16 lease liabilities and | > 30% (may however be lowered to 25% for |
|
| 2) Equity ratio |
right of use assets | three consecutive quarters) |
| Minimum liquidity refers to the sum of cash and cash equivalents, undrawn amounts under the | ||
| 3) Minimum liquidity |
NOK 250m overdraft facility, undrawn amounts under the NOK 1 250m term loan and undrawn |
> NOK 200 million |
| amounts under the NOK 100m RCF tranche 1 facility |
As of the reporting date, there is a risk that compliance with leverage covenant upon reinstatement may become challenging. Management is in continuous dialogue with the Company's lenders regarding the optimal way forward and available mitigating measures
{28}------------------------------------------------
Note 10: Financial instruments
For financial instruments that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization at the end of each reporting period.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
- Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
- Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data
There were no transfers from one level to another in the measurement hierarchy from 2024 to the end of the current quarter of 2025. Hexagon Group has no items defined as level 1. Set out below is a comparison of the carrying amount and the fair value of financial instruments as of the current balance sheet date and 31 December 2024.
| 31 December | 2025 | 31 December 2024 |
|||
|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount | Fair value | Carrying amount | Fair value |
| Financial assets: | |||||
| Interest rate swap | 2 | 8 631 | 8 631 |
26 806 |
26 806 |
| Investment in shares | 3 | 23 529 | 23 529 |
5 981 |
5 981 |
| Convertible bond at fair value | 3 | 139 711 | 139 711 |
177 128 |
177 128 |
| Total return swap (net of margin payments) | 2 | 20 015 | 20 015 |
0 | 0 |
| Other non-current financial assets | 3 | 5 574 | 5 574 |
10 331 |
10 331 |
| Total non-current financial assets | 197 459 | 197 459 | 220 246 | 220 246 | |
| Other current financial assets | 3 | 19 375 | 19 375 | 120 000 |
120 000 |
| Total financial assets | 216 834 | 216 834 | 340 246 |
340 246 | |
| Financial liabilities: | |||||
| Non-current contingent liabilities | 3 | 1 241 981 |
1 250 000 |
1 091 773 |
1 100 000 |
| Other non-current financial liabilities (cross currency swap) |
2 | 274 571 | 274 571 |
451 737 |
451 737 |
| Current interest-bearing liabilities | 3 | 0 | 0 | 201 498 |
201 498 |
| Other current financial liabilities | 3 | 25 000 | 25 000 | 0 | 0 |
| Total return swap (net of margin payments) | 2 | 0 | 0 | 62 758 |
62 758 |
| Total financial liabilities | 1 541 553 |
1 549 571 |
1 807 766 |
1 815 992 |
{29}------------------------------------------------
Note 11: Share-based payment
Share-based payment in Hexagon Composites ASA
The Company has a performance share units program (PSUs) and a restricted share units program (RSUs) covering certain employees in senior positions.
Performance share unit programs (PSUs)
All PSUs are non-transferable and will vest subject to satisfaction of the applicable vesting conditions (fulfilling revenue, group EBITDA and share price targets). The actual number of PSUs vested will depend on performance and vary from minimum zero to the maximum awarded PSUs in each program. Each vested PSU will give the holder the right to receive one share in the Company at an exercise price corresponding to the par value of the shares being NOK 0.10.
Restricted share unit programs (RSUs)
The RSUs are subject to continued employment three years after date of grant, and each participant will at such time receive such number of Hexagon shares as corresponds to the number of RSUs allocated to them.
| PSUs | ||
|---|---|---|
| Share-based payment programs | (maximum) | RSUs |
| Outstanding 1 January 2025 | 10 106 415 |
433 554 |
| Granted during the year | 6 508 508 |
165 000 |
| Instruments exercised | - 1 666 099 |
- 155 941 |
| Instruments lapsed/cancelled/adjusted | - 1 140 740 |
- 24 996 |
| Outstanding 31 December 2025 |
13 808 084 |
417 617 |
| Exercise price (NOK) (in the case of new shares issued) |
0.10 | 0.10 |
| Expected lifetime (years) | 3 years |
3 years |
| Weighted average exercised share price (NOK) during the year | NA | NA |
The fair value of the PSUs and RSUs was calculated on the grant date, based on the Black-Scholes model, and the cost is recognized over the service period. Cost associated with the programs was NOK 6.5 million YTD (incl. social security effects) per 31 December 2025. The cost in the fourth quarter was NOK 8.5 million. The unamortized fair value of all outstanding PSUs (maximum 13 808 084) and RSUs (417 617) is estimated to NOK 39.6 million per 31 December 2025.
{30}------------------------------------------------
Note 12: Investments in associates
| Business | Acquisition / | Ownership | Ownership | Accounting | ||
|---|---|---|---|---|---|---|
| List of associated companies | Country | segment | recognition | 31.12.2024 | 31.12.2025 | method |
| Hexagon Purus ASA | Norway | Other | 20 June 2023 | 38.4% | 34.6% | Equity method |
| Worthington Cylinders GmbH ("SES") |
Austria | Other | 29 May 2024 | 49.0% | 49.0% | Equity method |
| Cryoshelter BioLNG GmbH ("Cryoshelter") | Austria | Other | 1 August 2022 | 40.0% | 40.0% | Equity method |
Income statement reconciliation
| Hexagon | Worthington Cylinders | Cryoshelter Bio LNG |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| Purus | ASA GmbH ("SES") |
GmbH | ||||||
| (NOK 1000) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Share of profit after tax | - 556 467 |
- 426 161 |
- 44 124 |
- 23 405 |
- 50 331 |
- 43 785 |
- 650 922 |
- 493 351 |
| PPA amortizations | - 24 288 |
- 24 896 |
- 2 725 |
- 2 704 |
- 27 013 |
- 27 600 |
||
| Gain/loss on disposal of shares | -108 986 | -108 986 | ||||||
| Impairment / reversal of impairment |
0 | -312 000 |
- 26 472 |
-243 847 |
- 26 472 |
-555 847 | ||
| Total profits/losses and other gains/losses from | ||||||||
| investments in associates per 31 December | - 689 741 |
- 763 057 |
- 44 124 |
- 23 405 |
- 79 529 |
- 290 336 |
- 813 394 |
- 1 076 798 |
Balance sheet reconciliation
| Hexagon | Worthington Cylinders | Cryoshelter Bio LNG |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| Purus | ASA | GmbH ("SES") | GmbH | |||||
| (NOK 1000) | 2025 | 2024 | 2025 | 2024 | 2025 2024 |
2025 | 2024 | |
| Carrying value as of 1 January | 907 571 | 1 225 107 |
101 505 | 0 | 0 | 0 | 1 009 075 |
1 225 107 |
| Purchase of shares | 125 037 |
0 | 125 037 | |||||
| Share capital contributions | 398 542 | 0 | 398 542 | |||||
| Reclassification of loans classified as net investment in the associate |
100 102 |
0 | 100 102 | |||||
| Loans classified as net investment in the associate provided in the period |
79 529 | 190 234 |
79 529 | 190 234 | ||||
| Share of profit after tax incl. PPA amortizations | - 580 755 |
- 451 057 |
- 44 124 |
- 23 405 |
- 53 057 |
- 46 489 |
- 677 936 |
- 520 951 |
| Share of other comprehensive income | - 27 988 |
46 979 |
- 27 988 |
46 979 | ||||
| Sale / disposal of shares – carrying value disposed |
-140 897 | - 140 897 |
||||||
| Demerger effect | -34 976 | - 34 976 |
||||||
| Impairment / reversal of impairment |
0 | - 312 000 |
- 26 472 |
- 243 847 |
- 26 472 |
-555 847 | ||
| Currency translation effects | -806 | - 128 |
0 | 0 | -806 | - 128 |
||
| Carrying value per 31 December |
157 930 | 907 571 | 21 599 | 101 505 | 0 | 0 | 179 529 | 1 009 075 |
| value (if there a quoted market) per period end Fair is |
946 211 |
641 921 |
n/a | n/a | n/a | n/a |
{31}------------------------------------------------
Hexagon Purus ASA
Hexagon Purus was recognized as an associated company in June 2023 following a dividend-in-kind distribution of 25% of Hexagon Purus shares to Hexagon Composites' shareholders, together with a 5% share sale. Upon initial recognition, the investment was measured at fair value of NOK 2,105 million, comprising Hexagon Composites' share of Hexagon Purus' net assets of NOK 902 million and embedded goodwill and excess values of NOK 1,203 million. In light of the adverse share price development in 2023 and 2024, Hexagon Composites recognized impairments over its investment in Hexagon Purus, resulting in accumulated impairment losses of NOK 1,014 million as of 1 January 2025.
Between June 2023 and 16 October 2025, Hexagon Composites' ownership interest in Hexagon Purus remained at 38.4%. On 16 October 2025, approximately 16.4 million Hexagon Purus shares were transferred as part of the consideration in the acquisition of the remaining 51% of SES Composites. This reduced Hexagon Composites' ownership interest to 34.6%. Accordingly, the Group recognized its 38.4% share of Hexagon Purus' losses up to 16 October 2025 and its 34.6% share of losses from that date onward. The share transfer resulted in a technical accounting loss of NOK 109.0 million, calculated as the difference between the fair value of the shares disposed (NOK 31.9 million) and their carrying amount of NOK 140.9 million, including a pro-rata release of unamortized embedded goodwill and excess values of NOK 113.5 million.
As of 31 December 2025, the recoverable amount of the investment in Hexagon Purus was NOK 208.8 million. Recoverable amount was determined as fair value less costs of disposal, using the quoted share price of approximately NOK 1.40 per share at year-end. Recoverable amount as of 31 December 2024 was likewise based on fair value less costs of disposal and amounted to NOK 907.6 million (approximately NOK 5.50 per share). Due to the Group's share of significant losses recognized in 2025 and the realized loss on the partial disposal in October 2025, the carrying amount of the investment prior to any impairment adjustments was NOK 157.9 million as of 31 December 2025.
Although the recoverable amount at year-end 2025 exceeded the carrying amount, no reversal of previously recognized impairment losses has been recorded. This is because the recoverable amount did not increase during the 2025 financial year, and the Group has therefore applied the interpretation of IAS 28.42 adopted by the Norwegian Financial Supervisory Authority (Finanstilsynet) in its published decision on reversals of impairment losses for investments accounted for under the equity method. Under this interpretation, reversals are restricted to the extent that the recoverable amount increases within the reporting period, even where recoverable amount exceeds carrying amount at the reporting date. Consequently, accumulated impairment losses remained at NOK 1,014 million as of 31 December 2025.
Worthington Cylinders GmbH ("Sustainable Energy Solutions / SES")
In June 2024, Hexagon acquired a 49% share in Worthington Cylinders GmbH (Austria), which together with its wholly owned subsidiaries, Worthington Industries Poland (Poland) and PTEC Pressure Technology (Germany), formed the business "Sustainable Energy Solutions" (SES). SES consisted of a type 1 (steel) cylinder business operated from Worthington Cylinders in Austria, and an alternative fuels business (referred to as "SES Composites"). SES Composites manufactured composite cylinders and systems in Slupsk, Poland, and operated a valve assembly facility in Burscheid, Germany. On 14 July 2025, Hexagon announced the full acquisition of SES' alternative fuels business (hereinafter "SES Composites"). Following a successful demerger of the two legal entities representing "SES Composites" from Worthington Cylinders GmbH, Hexagon acquired the remaining 51% of SES Composites on 16 October 2025.
The equity accounting method of Worthington Cylinders GmbH shows Hexagon's share of profits/losses for SES as a whole up to 16 October 2025. Following 16 October, SES Composites have been fully consolidated into the Group accounts of Hexagon, while the remaining type 1 (steel) cylinder business operated from Worthington Cylinders GmbH in Austria remains an associate accounted for under the equity method. Furthermore, and as a part of the demerger accounting of SES Composites, the carrying value of Hexagon's investment in Worthington Cylinders GmbH was reduced by NOK 35 million, calculated as SES Composites relative fair value (47%) of SES as a whole at the time of demerger. Worthington Cylinders GmbH's type 1 (steel) business has in Q4 been rebranded to "heiserTEC", which will be used interchangeably with the legal entity name, Worthington Cylinders GmbH.
{32}------------------------------------------------
Cryoshelter Bio LNG GmbH
On 31 December 2024, Hexagon performed an impairment test of its net investment in Cryoshelter BioLNG which resulted in an adjusted carrying value of zero. As per 31 December 2025, Hexagon continued to carry its investment in the associate at zero and recognized an impairment loss of NOK -26 million, after providing additional funding of NOK 80 million and recognizing share of losses of NOK -53 million. The impairment loss was determined on a year-to-date basis. Loans provided in 2025 are reasoned by liquidity constraints in Cryoshelter to complete certain contract liabilities.
In January 2026, Hexagon acquired the remaining 60% of shares in Cryoshelter BioLNG for one (1) euro. Cryoshelter's LNG technology continues to be challenging in the European home market due to an uncertain market- and regulatory outlook for its technology and product offering. Hexagon plans to deploy Cryoshelter's technology and production line in India during 2026, with the intention of enhancing the value of the investment in that market over time.
{33}------------------------------------------------
Note 13: Changes to the Group structure
Acquisition of SES Composites in October 2025
On 14 July 2025, Hexagon Composites ASA announced an agreement to acquire 100% of SES' alternative fuels business, SES Composites. Prior to the transaction, Hexagon indirectly controlled and owned 49% of shares in SES Composites through its direct ownership in Worthington Cylinders GmbH (Austria). The transaction closed on 16 October 2025 following a successful demerger of SES Composites from Worthington Cylinder GmbH (Austria). Consideration for the remaining 51% of the shares in SES Composites was settled with ~1.8 million Hexagon Composites shares and ~16.4 million Hexagon Purus shares, totaling a fair value at closing of NOK 50.6 million - representing a fair value of NOK 99.2m on a 100% basis. Financial results for SES Composites are consolidated into the group accounts effective from 16 October.
The acquisition of SES Composites was accounted for as a step acquisition in line with IFRS 3 (Business Combinations), whereby Hexagon's previously held equity-interest in the associate was remeasured and a full purchase price allocation of SES Composites was undertaken. The remeasurement yielded a gain of NOK 13.6 million and the purchase price allocation yielded a gain from a bargain purchase of NOK 105.8 million, totaling NOK 119,4 million- This is presented as "Other income" in the statement of income. The said accounting gains are further described in the tables below.
| e=c+d | Goodwill (negative goodwill) in the balance sheet |
0 |
|---|---|---|
| d) | Recognition of negative goodwill as gain from bargain purchase through profit and loss | 105 814 |
| c=b-a) | Goodwill (negative goodwill) | - 105 814 |
| b) | Fair value of consideration transferred to acquire SES Composites (100%) | 99 183 |
| Fair value of consideration transferred for remaining interest in SES Composites (51%) | 50 583 | |
| Fair value of previously held interest in SES Composites (49%) | 48 600 | |
| a) | Fair value of net identifiable assets in SES Composites | 204 997 |
| (NOK 1000) | Purchase price allocation and gain from bargain purchase of SES Composites as of 16 October |
|
| c=b-a) | Gain from remeasurement of previously held interest in the associate | 13 624 |
| b) | Fair value of 49% previously held interest in SES Composites | 48 600 |
| a) | hereof allocated to the acquired alternative fuels business ("SES Composites") | 34 976 |
| hereof allocated to the remaining type 1 business (Worthington Cylinders GmbH) |
38 836 | |
| Carrying value of 49% SES (as a whole) per 16 October | 73 812 | |
| (NOK 1000) | Gain from remeasurement of previously held interest in SES Composites as of 16 October |
{34}------------------------------------------------
Sale and deconsolidation of Hexagon Ragasco in June 2024
On 29 May 2024, Hexagon announced an agreement with Worthington Enterprises for the sale of 100% of the shares in Hexagon Ragasco - the Group's LPG composite cylinder business. The sale transaction closed on 3 June 2024, representing the date when control was lost. The transaction was settled based on an enterprise value of NOK 1 050 million and depending on the full year 2024 EBITDA performance of Hexagon Ragasco, the enterprise value could be adjusted between minus NOK 50 million to plus NOK 100 million. These potential adjustments represented contingent considerations which were assessed and accounted for by using management's best estimates at the time of the closing of the transaction. Based on the EBITDA criteria for the contingent considerations, Hexagon management concluded to base the consideration at closing of NOK 1 050 in enterprise value, equating to an estimated purchase price for the shares, after adjusting for net debt and net working capital (post-closing adjustments), of NOK 987 million.
The sale transaction yielded an accounting gain (before taxes and transaction costs) of NOK 715 million in 2024, which is further depicted below.
| (NOK 1000) | Gain from sale of Hexagon Ragasco as of 3 June 2024 | |
|---|---|---|
| Fair value of consideration paid in cash at closing | 944 200 | |
| Fair value of subsequent consideration post-closing | - 7 685 |
|
| 1) Fair value of contingent consideration |
50 000 | |
| a) | Total consideration for the shares in Hexagon Ragasco |
986 515 |
| b) | Derecognition book value of net assets (equity) in Hexagon Ragasco | 260 475 |
| c) | Reclassification of negative FX translation differences from OCI to profit/loss related to Hexagon Ragasco |
- 10 693 |
| a-b+c) | Gross gain from sale of Hexagon Ragasco before taxes and transaction cots |
715 347 |
| Income tax from sale of Hexagon Ragasco |
||
| 2) Transaction costs |
- 40 107 |
|
| Gain from deconsolidation of Hexagon Ragasco after taxes and transaction costs |
675 240 |
1) The contingent consideration was estimated and dependent upon Hexagon Ragasco meeting a certain EBITDA target for 2024. The earn-out was settled and paid in March 2025 following the final settlement of the earn-out, which also yielded another NOK 75 million in earn-out consideration, recognized separately as a financial gain in 2024.
2) Transaction costs included fees to financial and legal advisors of NOK 24.4 million as well as cash settlements of share-based payment instruments and bonuses to management and employees of Hexagon Ragasco of NOK 15.7 million.
{35}------------------------------------------------
Note 14: Discontinued operations
The after-tax profit or loss from discontinued operations relate to Hexagon Ragasco which was sold to Worthington Enterprises on 3 June 2024. See also note 13 for further information. As Hexagon Ragasco represented a separate major line of business and a separate segment within the Hexagon Group prior to the sale, the component represents discontinued operations and has thus been presented as such.
The profit or loss from discontinued operations as presented in the statement of income are shown in the tables below. As Hexagon Ragasco was sold on 3 June 2024, the financials for 2024 in the tables below show only Hexagon Ragasco's financials up to 3 June 2024. Hence, there are thus no quarterly figures for Hexagon Ragasco in 2025, nor after Q2 2024.
| (NOK 1000) | Hexagon Ragasco 2024 | ||
|---|---|---|---|
| YTD | FY | ||
| Total revenue and other operating income | 263 111 | 263 111 | |
| Cost of materials | 98 433 | 98 433 | |
| Payroll and social security expenses | 72 007 | 72 007 | |
| Other operating expenses | 55 672 | 55 672 | |
| Total operating expenses before depreciation | 226 112 | 226 112 | |
| Operating profit before depr. and amort. (EBITDA) | 37 000 | 37 000 | |
| Depreciation, amortization, and impairment | 17 690 | 17 690 | |
| Operating profit (EBIT) | 19 310 | 19 310 | |
| Profit/loss from investments in associated companies | 0 | 0 | |
| Other financial items (net) | - 1 096 |
- 1 096 |
|
| Profit/loss before taxes from discontinued operations | 18 214 | 18 214 | |
| Income tax expenses | 3 927 | 3 927 | |
| Profit/loss after taxes from discontinued operations | 14 286 | 14 286 | |
| Gain from sale/deconsolidation before taxes (note 13) | 675 240 | 675 240 | |
| Income tax on gain from sale/deconsolidation | 0 | 0 | |
| Gain from sale/deconsolidation after taxes | 675 240 | 675 240 | |
| Profit/loss after taxes from disc. operations | |||
| reconciled to the income statement | 689 526 | 689 526 |
{36}------------------------------------------------
Note 15: Events after the balance sheet date
- On 9 January, Hexagon Composites ASA acquired the remaining 60% shares in Cryoshelter Bio LNG GmbH for a consideration of EUR 1, coupled with a contingent earn-out consideration.
- Fuel systems order of USD 11.7 million (approx. NOK 113 million) for a leading Mexican trucking company received early February. This follows the customer's successful piloting of heavy-duty natural gas trucks over the last year.
- Received inaugural order for cylinders for commercial aerospace application valued at approx. USD 7 million.
{37}------------------------------------------------
Terminology
BAR
Unit of pressure. 1 millibar = 100 N/m2
BIOGAS
Produced from raw materials such as agricultural waste, manure, municipal waste, plant material, sewage, green waste, or food waste
BEV
Battery Electric Vehicle
CHASSIS
The base frame of a car, carriage, or other wheeled vehicle
CNG
Compressed Natural Gas
CO2
Carbon Dioxide
COMPOSITE
Combination of glass/carbon fiber and thermosetting plastic, exploiting the malleability of the plastic and the stiffness and strength of the glass/ carbon fiber
EBIT
Earnings before interests and taxes
EBITDA
Earnings before interest, taxes, depreciation, and amortization
GHG
Greenhouse Gas
GVW
Gross Vehicle Weight
HDV
Heavy-Duty Vehicle
JOINT VENTURE
Legally signed contractual agreement whereby two or more parties undertake an economic activity
LDV
Light-Duty Vehicle
LNG
Liquefied Natural Gas
LPG
Liquefied Petroleum Gas (propane gas)
MOBILE PIPELINE®
Gas distribution products
NGV
Natural Gas Vehicle
OEM
Original Equipment Manufacturer
X-STORE®
High-pressure composite cylinder for bulk transportation and storage of CNG
RNG
Renewable Natural Gas Pipeline compatible gaseous fuel derived from biogenic or other renewable sources that has lower lifecycle carbon dioxide equivalent (CO2- eq) emissions than geological natural gas
SCBA CYLINDER
Self-contained breathing apparatus
SCM3
Standard cubic meters. Unit for volumetric measurement of oil, natural gas and natural gas condensate at standard conditions defined in the ISO standard ISO 13443
SES
Sustainable Energy Solutions
{38}------------------------------------------------
TITAN®
High-pressure composite cylinder for bulk transportation and storage of CNG
TUFFSHELL®
High-pressure CNG cylinder for heavy duty vehicles
TYPE 1
Steel cylinder
TYPE 2
Steel cylinder, composite-reinforced
TYPE 3
Composite cylinder with metal liner
TYPE 4
Composite cylinder with polymer liner
U.S. DOT
U.S. Department of Transportation
{39}------------------------------------------------
Forward looking statements
This quarterly report (the "Report") has been prepared by Hexagon Composites ASA ("Hexagon" or the "Company"). The Report has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated marketplace. The Company makes no representation or warranty (whether express or implied) as to the correctness or completeness of the information contained herein, and neither the Company nor any of its subsidiaries, directors, employees, or advisors assume any liability connected to the Report and/or the statements set out herein. This Report is not and does not purport to be complete in any way. The information included in this Report may contain certain forward- looking statements relating to the business, financial performance, and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Report, including assumptions, opinions, and views of the Company, or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or its advisors or any of their parent or subsidiary undertakings or any such person's affiliates, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Report or the actual occurrence of the forecasted developments. The Company and its advisors assume no obligation to update any forward-looking statements or to conform these forward-looking statements to the Company's actual results. Investors are advised, however, to inform themselves about any further public disclosures made by the Company, such as filings made with the Oslo Stock Exchange or press releases. This Report has been prepared for information purposes only. This Report does not constitute any solicitation for any offer to purchase or subscribe any securities and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the United States. Distribution of the Report in or into any jurisdiction where such distribution may be unlawful, is prohibited. This Report speaks as of 11 February 2026, and there may have been changes in matters which affect the Company subsequent to the date of this Report. Neither the issue nor delivery of this Report shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Report. This Report is subject to Norwegian law, and any dispute arising in respect of this Report is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Report, you accept to be bound by the terms above.
{40}------------------------------------------------
Hexagon Composites ASA Korsegata 4B, 6002 Ålesund, Norway