Corporate

The Mondadori Group announces that, pursuant to the contract signed and disclosed to the market on 29 December 2025, Arnoldo Mondadori Editore S.p.A. has completed today the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company with international operations in the development of content, services and platforms across the architecture, design and construction markets, including through the Archiproducts brand.

The consideration for the transaction – paid entirely in cash today – amounts to € 31.2 million and reflects an Enterprise Value (100%) of € 50 million and an average NFP that is currently estimated to be positive at € 3 million.

The acquisition of Edilportale.com – consolidated as of 1 January 2026 – also includes an earn-out of approximately € 2.9 million payable to the sellers conditional upon achievement of predefined profitability growth targets for the 2027 financial year.

As previously announced, under the terms of the agreement, in the course of 2027 the selling shareholders and the Mondadori Group will transfer their respective shareholdings in the company to Mondadori Digital S.p.A., which will consequently hold 100% of Edilportale.com.
Following these transactions, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital is expected to be approximately 89% of the share capital, with the remaining 11% held by the founders of Edilportale.com, marking the first time that new shareholders have joined Mondadori Digital.

The acquisition of Edilportale.com forms part of a strategy to strengthen Mondadori Digital’s position as Italy’s leading publisher in social media and digital content and helps to extend leadership in the vertical segments with the greatest growth potential, such as food, wellness and lifestyle, as well as into the architecture and design sector, and to enhance the service offering with new products and innovative solutions, including those aimed at international market.

The transaction enables Edilportale.com to enter a new phase of growth, supported by significant synergies with Mondadori Digital’s assets, including:

• an acceleration in the development of AI-based services, also leveraging PLAI, the Mondadori Group’s artificial intelligence accelerator;
• an expansion of the range of services offered to design companies through collaborations with AdKaora and Mondadori Digital’s social agencies;
• a strengthening of its international presence in cooperation with AdKaora Iberia and GialloZafferano US.

As previously announced, including Edilportale.com’s activities, Mondadori Digital’s pro-forma revenues for 2025 would amount to approximately € 110 million, with an EBITDA margin of between 18% and 20%.

Under the terms of the agreement, Ferdinando Napoli, Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri – who founded and have successfully managed Edilportale.com to date – will retain management responsibility for the company. In particular, Ferdinando Napoli has been confirmed as Managing Director and Andrea Santagata, Managing Director of Mondadori Digital, has been appointed Chairman.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period 7 – 9 January 2026, of 211,140 ordinary shares (equal to 0.0807% of the share capital) at an average unit price of €2.116209339774557 for a total amount of €446,816.44.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 16 April 2025, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2025 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN Code IT0001469383, on a daily basis:

The Mondadori Group announces that Arnoldo Mondadori Editore S.p.A. has signed today an agreement for the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company operating internationally in the development of content, services and platforms across the architecture, design and construction markets.

In line with the recent announcements concerning the newly-established Mondadori Digital and its mission to strengthen the Group’s strategy in the digital media sector, the agreements provide, in a second phase to take place during 2027, for the transfer to Mondadori Digital of 100% of the shareholding in Edilportale.com S.p.A. through contributions to Mondadori Digital itself of:

• the 58.84% stake acquired by Arnoldo Mondadori Editore S.p.A.;
• the 41.16% stake held by the current shareholders of Edilportale.com S.p.A..

Following these contributions, which will be made through reserved capital increases of Mondadori Digital, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital will amount to approximately 89% of the share capital, while the remaining 11% will be held by the founding shareholders of Edilportale.com.

The consideration for the acquisition of 58.84% of Edilportale.com S.p.A. amounts to € 31.2 million and is based on a 100% Enterprise Value of € 50 million and an estimated average NFP, as of the closing date, of € 3 million (positive).
The agreement also provides for an earn-out of approximately € 2.9 million in favour of the current shareholders of Edilportale.com, to be paid upon the achievement of predefined targets for the financial year 2027. The acquisition of Edilportale.com, accompanied by the usual representations and warranties in favour of the purchaser, will be financed through existing credit facilities and settled in cash at closing by the end of January 2026.

With a solid and highly distinctive business model, Edilportale.com – whose key assets include Archiproducts.com, a globally recognised digital platform for professionals and companies in the sector – currently boasts over 4 million registered users across its multilingual websites, 5.5 million social media followers, in both Italian and English, and a catalogue featuring 3,500 design brands worldwide.
In the financial year 2024, Edilportale.com recorded revenue of € 26.7 million, 35% of which was generated in foreign markets, an EBITDA of € 7.1 million, of which € 1.4 million related to state and regional grants, and a positive NFP (cash) of € 1.3 million (figures according to Italian accounting standards).

Including the activities of Edilportale.com, the pro-forma 2025 revenue of Mondadori Digital would amount to approximately € 110 million, with an EBITDA margin between 18% and 20%.

“With this acquisition, which presents significant potential for further growth, we are entering the digital architecture and design sector as a leading player, while also strengthening our offering in international markets. This transaction also enables us to strengthen both the Group’s positioning and that of the newly-established Mondadori Digital as Italy’s leading publisher in social media and digital, a leader in the vertical segments with the greatest market potential, including food, wellness and lifestyle, while at the same time expanding our services with new products and innovative solutions,” said Antonio Porro, CEO of the Mondadori Group.

“The entry of the Mondadori Group into the share capital of Edilportale is a source of great pride for us and confirms the strength of the path we have built over the years. We share a long-term vision based on innovation, high-quality content and the strategic role of digital. This partnership with the Mondadori Group marks the beginning of a new phase of development that will allow us to accelerate the growth of Edilportale and further enhance the synergies with Archiproducts, while strengthening our dialogue with an international community of brands, architects and designers who rely on our platforms every day to stay informed, find inspiration and design. Together, we look to the future with ambition, with the aim of generating increasing value for the entire global architecture and design ecosystem,” said Ferdinando Napoli, CEO and co-founder of Edilportale.

Edilportale.com, founded in early 2000 by four founding partners, serving as directors and managers, Ferdinando Napoli (CEO), Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri, today has a team of 160 professionals across editorial, marketing, sales, IT and operations.

The company offers businesses in the design, architecture and construction sectors a unique and specific range of digital and MarTech solutions, such as a multilingual online product catalogue, CRM systems and AI-based marketing intelligence tools. Edilportale.com also offers, on a global scale, the possibility to purchase design products online through proprietary e-commerce solutions. These services have enabled the company to pursue a continuous path of growth, establishing it as one of the leading global players in this category of solutions.

Arnoldo Mondadori Editore S.p.A. announces, as per Art. 2.6.2 of the Regulations of the Markets Organised and Managed by Borsa Italiana S.p.A., the corporate events scheduled for 2026:

• Thursday 19 March 2026: meeting of the Board of Directors for the approval of the Annual Financial Report for the year for FY2025;
• Wednesday 13 May 2026: meeting of the Board of Directors for Additional periodic financial reporting at 31 March 2026;
• Thursday 30 July 2026: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2026;
• Thursday 12 November 2026: meeting of the Board of Directors for the approval of the Additional periodic financial reporting at 30 September 2026.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2025 will be held in first call on Tuesday 21 April 2026 (22 April in second call, if necessary).

Presentations to the financial community of the results for the full year at 31 December 2025, the Half-Year Report at 30 June 2026 and the Interim Management Statements at 31 March and at 30 September 2026 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the Euronext STAR Milan segment of Borsa Italiana, will publish the Additional periodic financial reporting at 31 March 2026 and at 30 September 2026 – pursuant to art. 2.2.3, paragraph 3, of the Regulations for markets organised and managed by Borsa Italiana S.p.A. – within 45 days after the end of the first and third quarters of the year (with exemption from the publication of the interim report on the fourth quarter as the Annual Financial Report 2025, together with the other documents referred to in art. 154-ter, paragraph 1, of the Consolidated Finance Law, is made available within 90 days after year end). The structure, information contained and procedures for the publication of the documents are unchanged from the Interim Management Statements previously published pursuant to former Article 154-ter, paragraph 5, of the Consolidated Finance Law.

Pursuant to art. 85-bis, paragraph 4-bis of CONSOB Regulation no. 11971 of 14 May 1999, Arnoldo Mondadori Editore S.p.A. announces the amount of voting rights updated following the deregistration, on 5 December 2025, of 500 shares with increased voting rights.

The total amount of voting rights, indicating the number of shares forming the share capital, is outlined below.

Mondadori Digital S.p.A., a new company fully owned by the parent group Arnoldo Mondadori Editore S.p.A., has been established. From 1 January 2026, all digital activities of Mondadori Media S.p.A. will be transferred to the new entity via an intra-group spin-off.
The aim is to drive further substantial growth for the Mondadori Group’s digital assets through a dedicated corporate vehicle designed to strengthen its leadership in the Italian digital market.

The new structure aligns with Mondadori Group’s corporate organisation, which maintains a distinct management perimeter for each business area: Trade Books, Education Books, Retail and, as of 1 January 2026 Media and, naturally, Digital.

Mondadori Digital’s assets establish it as the leading Italian publisher in social media and digital, boasting a portfolio of top brands in the highest-value verticals, a fanbase of 125 million people both in Italy and abroad, and over 33 million monthly active users.
Positioning itself as the publisher of Italian excellence, Mondadori Digital leads in sectors such as food, well-being and lifestyle, engaging targeted audiences thanks to multimedia content across all digital channels – including websites, social media, and connected TV. These audiences are accessible through advertising solutions such as video advertising, branded content, influencer marketing, and a wide range of innovative services (MarTech solutions).

“Mondadori Digital was created to further enhance our digital media assets and MarTech solutions, which have experienced significant and continuous growth in recent years and in which we will continue to invest,” said Mondadori Group CEO, Antonio Porro. “This strategic development aims to establish us as one of Italy’s most important digital media players, through a process of continuous innovation and the cultivation of talent and expertise,” concluded Porro.

Andrea Santagata will take on the role of CEO of Mondadori Digital, while continuing his responsibilities as Chief Innovation Officer of the Mondadori Group. Carlo Mandelli, Strategic Development Manager of the Mondadori Group and CEO of Mondadori Media S.p.A., will serve as Chairman of the newly-established company.

MONDADORI DIGITAL’S ASSETS

Specifically, Mondadori Digital will include assets and companies such as:

• leading brands in their respective sectors, including GialloZafferano, also present in the U.S. market, The Wom, MypersonalTrainer, Webboh, Studenti and NostroFiglio;
• the controlling stake in Fatto in Casa da Benedetta, which owns all intellectual property rights and the right to use the image of Benedetta Rossi, Italy’s leading food blogger;
• social agencies Zenzero and Power, which manage top food, wellness and lifestyle in the influencer marketing segment.
• the MarTech hub, consisting of AdKaora, which operates in Italy, Spain and Latin America, Hej!, specialised in mobile advertising and conversational marketing solutions, has recently expanded with an investment in the start-up AD cube, which focuses on artificial intelligence applied to advertising;
• Direct Channel, a leader in subscription service management, also offering database management and business intelligence solutions to the non-profit sector.

For the 2025 financial year (pro-forma figures), Mondadori Digital is expected to generate revenues of approximately € 85 million and an Adjusted EBITDA of over € 15 million, supported by a team of more than 300 professionals across publishing, marketing & sales, IT and operations.
The spin-off of Mondadori Media’s digital activities into Mondadori Digital will be implemented with continuity of accounting values and no impact on the consolidated financial statements, reflecting a net balance of € 38.7 million.

THE MONDADORI DIGITAL ORGANISATIONAL MODEL

The new structure will be organised around two main areas of expertise:

• the first focused on the management and development of publishing and social media brands, social agencies and Fatto in Casa da Benedetta with the goal of supporting the growth of brands and their social communities by pooling expertise and innovation levers, extending brand presence across all channels, and combining a strong focus on people, with AI-driven innovation.
• the second centred on the MarTech Hub, comprising AdKaora, Hej and Direct Channel and aimed at further strengthen continuous innovation, making AI the key driver of transformation, and delivering increasingly targeted and effective marketing and advertising solutions to investors in Italy and beyond.

To mark the International Day for the Elimination of Violence Against Women on 25 November, Mondadori Store, Italy’s largest bookstore network, is launching the awareness campaign “Facciamo luce”: a week of events, testimonies and activities designed to spark shared reflection on the issue of gender-based violence.

The initiative, which begins on Monday 17 November, highlights knowledge as one of the key tools for building a culture rooted in respect and equality. The campaign’s claim, “Facciamo luce”(Let’s shed some light), is grounded in this very principle, celebrating the power of reading, books and words as drivers of change.

The project will unfold across all physical and digital Mondadori Store channels, from bookstores to social media and the e-commerce site mondadoristore.it. Stores across the network will take part through moments of dialogue and reflection, supported by collaborations with local organisations and associations.

The “Facciamo luce” program

Starting on 17 November, a calendar of events in various Italian cities will offer opportunities to explore and discuss issues related to stereotypes, language, representation and gender relations. Authors, journalists, cultural voices and social creators will take part, with the aim of creating open, inclusive spaces for dialogue.

The thematic strands include:

“Identity and women’s stories”:

• 18 November, Mondadori Bookstore, Piazza Cola di Rienzo 81/83, in Rome, Lucia Tancredi presents her book “Ersilia e le altre”;
• 19 November, Mondadori Bookstore, Corso Porta Romana 78/80, in Milan, Jennifer Guerra leads the workshop “Dissonanti: le donne soggetti e oggetti della musica”, a conversation on how women are represented in music, between objectification and agency. Guests include: Veronica Tosetti, author, and Riccardo Burgazzi, publisher and author;
• 23 November, Mondadori Bookstore, Galleria Alberto Sordi, in Rome, within the Rewriters Festival, journalist Rory Cappelli hosts “Le donne dimenticate: riscrivere la storia. Incontro con Melania Mazzucco”.
• 25 November, Mondadori Duomo bookstore, in Milan, journalist and TV author Marta Perego moderates “Quello che le storie ci dicono”, a roundtable bringing together theatre, literature, psychology and linguistics to explore how storytelling shapes our understanding of gender differences, relationships, power, the body and freedom. Speakers include: Valeria Perdonò, actress, speaker and co-founder of AMLETA; Lorenza Gentile, writer; Valeria Locati, psychologist, psychotherapist and bibliotherapist; and Veronica Repetti, linguist and communicator.

“Domestic Violence”:

• 19 November, Mondadori Bookstore, Piazza Cola di Rienzo 81/83, in Rome, Anna Tiziana Torti and Lorenzo Greco present “La distanza che ci unisce”;
• 10 December, Mondadori Bookstore, Galleria Alberto Sordi, in Rome, Irene Vella discusses her book “Era mia figlia”.

“The grammar of masculinity”:

• 20 November, Mondadori Bookstore, Piazza Cola di Rienzo 81/83, in Rome, Jennifer Guerra leads the workshop “Spogliatoi e chat del calcetto: dove gli uomini imparano a fare gli uomini”, focusing on the models that shape male identity. Guests include: Alessio Maronn, a communicator who focuses on masculinity, and Maria Anna Di Gioia, professor and author.

“Rights and protection”:

• 21 November, Mondadori Bookstore, Galleria Alberto Sordi, in Rome, as part of the Rewriters Festival, journalist, host and human-rights activist Claudia Conte curates “Donne, diritti, dignità: educazione al rispetto e alla non violenza”. Speakers include: Marta Schifone, head of her party’s delegation on the Labour Committee at the Chamber of Deputies and first signatory of the bill establishing STEM Week; Simona Baldassarre, Lazio Regional Councillor for Culture and Youth Policies; Emanuele Prisco, Undersecretary at the Ministry of the Interior with responsibility for victims of violent crimes; and Paola Di Nicola, judge of the Court of Cassation and legal consultant to the Parliamentary Commission on Femicide.
• 23 November, Mondadori Bookstore, Galleria Alberto Sordi, in Rome, again as part of the Rewriters Festival, “La violenza informatica contro le donne: l’emergenza sociale”, curated by journalist and TV host Myrta Merlino, with Roberta Mestichella, Deputy Chief Commissioner of the Italian State Police.
• 24 November, Mondadori Bookstore, Piazza Cola di Rienzo 81/83, in Rome: Costanza Jesurum presents her book “Violenze di genere. Prevenire, comprendere, curare”.
• 27 November, Mondadori Bookstore, Galleria Alberto Sordi, in Rome, presentation of “In rivolta. Manifesto dei corpi liberi”, a collective volume whose proceeds will support WeWorld’s projects for women’s rights in Afghanistan and Palestine.

“Education is prevention”:

• 23 November, Mondadori Bookstore in Vimodrone, inside the Vimodrone Shopping Centre, in collaboration with Leo Scienza, the educational workshop “C’e una bella differenza” will explore diversity, prejudice and gender stereotypes.

The full calendar of events scheduled in bookstores across the country is available on mondadoristore.it.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 30 September 2025 presented by Chief Executive Officer Antonio Porro.

“During the first nine months of 2025, the Mondadori Group recorded results in line with forecasts due to the effect of the significant growth of the book market, which, as expected, took concrete form during the third quarter”, declared Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “In this context, Trade Books clearly outperformed the market with a sell-out in the third quarter, rising by 7.5%, thanks to the success of numerous new publications released by our publishing houses, with positive effects that ran through equally in October. The sector’s dynamism was also reflected in the results of our network of bookstores, which will be strengthened, inter alia, with the acquisition of a further ten directly managed stores. As regards Education Books, our publishing houses have confirmed their leadership position, recording a slight increase in the adoptions portion. In the Media area, the growth of the digital component continued, which today accounts for around 50% of the Area’s revenue and margins. These results allow us to confirm achievement of the targets defined for FY 2025”, Mr Porro concluded.

PERFORMANCE AT 30 SEPTEMBER 2025

During the first nine months of FY 2025, consolidated revenue stood at € 704.5 million, showing substantial stability compared to the previous year (€ 705.8 million in the same period of 2024).
Like-for-like, revenue declined slightly, equal to 1%.

Adjusted EBITDA, equal to € 128.6 million, showed a decline of € 4.7 million compared to the € 133.3 million of the same period of 2024, mainly due to the impact in the Trade Books area of the end of the Colosseum concession in April 2024 and the failure to repeat the commercial transaction of Star Comics, which was implemented in January 2024.

The Group’s reported EBITDA for the first nine months of 2025 amounted to € 126.3 million, showing a decrease of around € 8 million compared to the same period of the previous year, which had benefited from lower non-recurring expense and the release of certain provisions in the Media area that had originally been set aside for potential liabilities which ultimately did not materialise.

Mondadori Group EBIT is positive for € 78.3 million: the downturn, equal to € 10 million compared with the same period of FY 2024, is due not only to the factors that determined a decline in EBITDA, but also to greater amortisation/depreciation for a total of € 2.2 million recorded during the period under review and concentrated particularly on the Trade Books area and the Retail area as a consequence of the development of directly owned stores.

Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last five years (PPA), adjusted EBIT for the first nine months of FY 2025 would stand at € 87.1 million, compared with the € 93.6 million of the same period of the previous year, thereby limiting the decline to approximately € 6.5 million.

The consolidated result before tax is positive for € 72.2 million, down by approximately € 10 million compared to the € 82.4 million of 30 September 2024, due to an increase of € 0.6 million in financial expense; by contrast, a higher contribution of approximately € 0.4 million was made by associates.

Tax costs for the first nine months of 2025 totalled € 20.3 million, a reduction compared with the € 21.6 million at 30 September 2024 due to the lower pre-tax result.

The Group’s net profit at 30 September 2025, after minority interests, was positive at € 51.7 million, down compared to the € 59.3 million recorded in the first nine months of FY 2024; minority interest profits were lower compared to the same period of the previous year due to the increase – with a view to consolidation – in the stakes held in ALI (+25%) and in Edizioni Star Comics (+24.5%).

Adjusted net Profit, neutralised of all non-recurring items and amortisation deriving from the price purchase allocation (PPA) for the companies acquired in the last five years, net of the related tax effect, would be € 58.1 million compared to € 63.1 million for the same period of the previous year.

The Net Financial Position excluding IFRS 16 at 30 September 2025 was € -155 million (net debt), a slight increase compared to the € -150.9 million at 30 September 2024.
The relevant business cash generation made it possible to finance the acquisition of Fatto in Casa da Benedetta as well as the growing remuneration of shareholders without substantially increasing the Group’s financial exposure.
The Net Financial Position IFRS 16 at 30 September 2025, equal to € -233.3 million (net debt), grew by approximately € 4 million from the € -229.7 million at 30 September 2024.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) for the twelve months preceding 30 September 2025 amounted to approximately € 62 million, enabling to continue financing the development strategy without compromising the Group’s financial soundness and further strengthening.
As at 30 September 2025, extraordinary cash flow was negative by approximately € 28 million, mainly due to cash-out related to net balance of acquisitions and disposals for around € 15 million, restructuring costs of around € 4 million and the costs relating to the renovation of the Segrate headquarters of around € 4 million.

As a result, Free Cash Flow as at 30 September 2025 was positive at € 34.5 million, confirming the Group’s ability to self-finance its inorganic growth strategy and to increasingly remunerate its shareholders.

The Group has in fact booked shareholder dividends of € 36.5 million (of which 50% was distributed in May, while the remainder, as already disclosed to the market, will be paid on 26 November 2025 with ex-dividend date of 24 November and record date of 25 November 2025).

OUTLOOK FOR THE YEAR

The economic-financial data achieved in the first nine months of the year are in line with forecasts, which considered an overall weakness of the book market for the whole of the first half of 2025 (-5%^[1]) and a gradual recovery during the second part of the year compared with the previous year, as effectively was seen in the third quarter of 2025 (+3.9%).
Accordingly, the Mondadori Group confirms the guidance for FY 2025.

Income Statement:

• low single-digit revenue growth;
• low single-digit growth of Adjusted EBITDA and, therefore, margins stable at around 17%.

Cash Flow and Net Financial Position:

• the Group is expected to confirm its significant capacity to generate cash, despite a different scheduling of the publishing plan of the Trade Books area that should result in a partial postponing of collections from late 2025 to early 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 0x adjusted EBITDA (from 1.1x at end 2024), while NFP (no IFRS 16) is expected to improve to 0.5x adjusted EBITDA (no IFRS 16).

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

The first half of 2025 saw a negative trend in the Book market, with a value downturn, in the first six months of the current year, of 5%, largely due to the replacement of the “APP18” with the Carte della Cultura e del Merito  (Culture and Merit Cards) and the program of new publications released by the publishers during the half year. The third quarter of 2025, by contrast, showed a clear reversal of trend with market growth of around 4% compared to the same quarter of 2024. Overall, the first nine months of the year have revealed a slight downturn for the market (-2%) compared to the previous year; in terms of quantities, the copies of books sold have declined by 2.7% compared to the same period of last year.

In this context, the Mondadori Group publishing houses recorded significant third quarter growth (+7.5%), which led to a reduction of sell-out during the first nine months of the year to 1.8%.

This important result, easily outperforming the market, was achieved also thanks to a publishing plan that saw the publication of bestsellers in September, including: “L’ultimo segreto” (The Secret of Secrets), Dan Brown’s latest novel (Rizzoli), which, after 8 years of nothing, in just four weeks sold more than 150 thousand copies, and “Il cerchio dei giorni” (Circle of Days), the latest work by Ken Follett (Mondadori).
The Mondadori Group has therefore maintained its national leadership with a market share of 28.1% at September 2025, stable compared with the same period of the previous year.
As evidence of the quality of its publications, the Mondadori Group has, during the first nine months, positioned three titles in the classification of the period’s top 5 bestsellers, including, in particular, “L’ultimo segreto” (The Secret of Secrets) by Dan Brown (Rizzoli), in first place, “Spera. L’autobiografia” (Hope) by Pope Francis (Mondadori) and “Verrà l’alba, starai bene” by Gianluca Gotto (Mondadori).

During the first nine months of FY 2025, the Trade Books area’s revenue amounted to € 279 million, a slight decrease versus the prior year (-1%).

Adjusted EBITDA came to € 37.1 million, showing a decline of around € 5 million due to the lesser margin deriving from the end, in April 2024, of the concession related to operations in the Colosseum area and the commercial transaction of the publisher Star Comics, which was implemented during the early months of 2024. It is stressed that in the third quarter of 2025 alone, the Area’s Adjusted EBITDA grew by around € 2 million compared with the same period of 2024.

EDUCATION BOOKS AREA

The Mondadori Group publishing houses involved in School textbooks have confirmed their market leadership position with a portion (adoptions) of 32.5%^[2], a slight increase on the figure recorded the previous year, as a result of more marked growth in the primary school segment and essential stability in secondary schools.

During the first nine months of 2025, the Education Books area business recorded total revenue for € 213.8 million, showing essential stability compared to the same period of 2024 (€ 213.9 million). Revenue performance was impacted by the bringing forward of restocking in the first half of the year, above all for wholesalers and key accounts.

Adjusted EBITDA for the first nine months of FY 2025 came to € 74 million, slightly better than the € 73.8 million of the same period of 2024.

RETAIL AREA

As previously stated, there was a 2% decline in the book market in Italy in the first nine months of the year compared to 2024, with substantial stability of the physical channel (-0.2%) and a negative trend in the online channel (decline estimated at around 5%).

In this context, Mondadori Retail showed generally excellent resilience, clearly outperforming the market: the Area recorded significant growth in terms of sell-out, equal to +3% in the first nine months of the year and +7.4% in the third quarter alone.  

Consequently, the market share of Mondadori Retail came to 14% (+0.7% compared with the first nine months of last year), showing further progress thanks to the contribution made by directly-managed stores and franchises, whose market share on the physical channel approached 20%.

In the first nine months of 2025, the Retail area – including revenue from comics and the e-commerce website of Star Shop Retail, consolidated as of 1 February 2024 – recorded total revenue (book and non-book) for € 148 million, changing by € 4.2 million (equivalent to growth of 2.9% compared to the previous year).

Organic revenue growth (excluding revenue from Star Shop Retail) came to +2.4%, and would have been even stronger and at 3.5% without the negative impact (approximately € 1.5 million in the first half of 2025) of the temporary closure of the Rizzoli bookshop in Milan due to the refurbishment works.

The Retail Area presented adjusted EBITDA of € 10.2 million, growth by approximately € 0.7 million versus the same period of the prior year. This result confirms a continued upward trajectory and steady improvement in performance over recent years, achieved despite the negative impact (€ 0.5 million) resulting from the temporary closure for refurbishment of the Rizzoli bookshop in Milan.

MEDIA AREA

During the first nine months of 2025, the Media area recorded revenue of € 104.7 million, showing a slight decline of 1.6% compared to the same period of the previous year, as a result of the structural downturn of traditional business, almost entirely offset by the strong growth in the Digital component. The third quarter was characterised by a general slowing of the advertising market^[3].

In particular:

• digital assets, which account for approximately 50% of total area revenue, showed, in FY 2025, growth of 2% (approximately +4% like-for-like), deriving, in particular, from the positive performance of the MarTech segment (approximately +6%) and the excellent results recorded by the social agency, as well as the contribution made by Fatto in casa da Benedetta (+9%);
• the traditional print business declined by 9% approximately, due to the structural drop in add-on sales and readership during the period under review.

Adjusted EBITDA for the Media area came to € 14.4 million in the first nine months of FY 2025, showing growth of approximately 12% compared with the previous year, a growth due to both the digital and traditional business segments. In particular:

• in the print area, despite the reduction in circulation revenue, the greater income deriving from government contributions have successfully improved the margin by approximately € 0.7 million;
• in the digital area, Adjusted EBITDA was up by around € 0.8 million compared to the same period in the previous year, thanks to the higher revenue recorded during the period, as well as the contribution made by the activities in connection with the brand Fatto in Casa da Benedetta.

CONSOLIDATED FINANCIAL HIGHLIGHTS OF THIRD QUARTER 2025

The consolidated revenue of the third quarter of 2025 came to € 314.9 million, showing, compared with the same quarter of the previous year, a decline of around € 4 million, deriving for approximately € 8 million from the advance of revenues in the first half of 2025 for restocking of key accounts, net of which revenue would have shown growth of 1.3%.

The recovery trend recorded by the book market during the third quarter had a positive impact on the Trade Books and Retail areas during the quarter under review:

• revenue of Trade Books recorded a significant 6% increase, with sell-out up by 7.5% thanks to the excellent performance of new publications;
• revenue posted by the Retail area improved by 3% compared with the same period of the previous year, thanks to growth of almost 6% in book revenue.

Adjusted EBITDA for the third quarter of 2025 came to € 88.1 million, down € 4.3 million compared with the same quarter of 2024, entirely due to the advance of the margin recorded during the first half of 2025 by the Education Books area for approximately € 4.5 million.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2025-2027, 2024-2026 AND 2023-2025 PERFORMANCE SHARE PLANS  

The Board of Directors approved the start of a share buyback program, under Article 5 of Regulation (EU) no. 596/2014, to be executed in accordance with the terms and conditions, already disclosed to the public, resolved by the Ordinary Shareholders’ Meeting of 16 April 2025 which, among other things, authorized:

• the purchase of treasury shares for a maximum amount of up to 0.32% of the share capital, which is intended to provide the Company with maximum no. 836,710 shares required over the three-year period to meet the obligations under the 2025-2027 Performance Share Plan established by the same Shareholders’ Meeting, pursuant to Article 114-bis of the TUF;
• the continuation of the share buyback program to be allocated to serve the latest stock option plans in place, in particular the 2024-2026 Performance Share Plan and the 2023-2025 Performance Share Plan.

All in the manner described in the relevant Plan Regulations.

Pursuant to Delegated Regulation (EU) 2016/1052, details of the buyback program are shown below:

• Purpose of the progam

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the current Performance Share Plan and referring to the three-year periods 2025-2027, 2024-2026 and 2023-2025.

• Maximum amount in cash allocated to the program

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The volumes and unit purchase prices will, however, be defined in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052. Specifically, no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out. In terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded over the 20 trading days before the dates of purchase.

• Maximum number of shares to purchase

Purchases will regard a maximum of no. 700,000 ordinary shares (equal to 0.267%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the aforementioned Performance Share Plans.
The maximum total amount of shares under the program is therefore within the limits of 10% of the share capital indicated by the Shareholders’ Meeting of 16 April 2025, taking account also of the no. 760,697 treasury shares, equal to 0.290% of the share capital, already held by the Company to date.

• Duration of the program

The buyback program runs from 7 January 2026. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2025, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 16 April 2025 expires, will be disclosed to the market.
The buyback program may be renewed upon further authorization by the shareholders.

• Buyback procedures

The buyback program will be coordinated and executed by an authorized intermediary, who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as regards the timing of the purchases.
Buybacks will be made pursuant to the combined provisions of Article 132 of Legislative Decree no. 58/1998, of Article 5 of Regulation (EU) 596/2014, Article 144-bis paragraph 1 letter b) of the Issuers’ Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 16 April 2025.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law. Any subsequent changes to the buyback program will be promptly disclosed by the Company.
For information on the above Performance Share Plans, reference should be made to the information documents prepared pursuant to Article 84-bis of CONSOB Regulation no. 1197/1999 and available on the website www.mondadorigroup.com (Governance section) and at the authorised storage mechanism 1Info (www.1Info.it).

The Interim Management Statement at 30 September 2025 is made available, by today’s date, at the registered office, on the website www.mondadorigroup.com (Investor section) and via the authorised storage mechanism 1Info (www.1info.it).

The presentation of the results at 30 September 2025, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company. 

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 2, of the Consolidated Finance Law, that the accounting information contained herein corresponds to the Company’s records, books and accounting entries. 

Annexes (in the complete pdf): 

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – III quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

^[1] Source: GfK, value data, sell-out.
^[2] Source: AIE, November 2025 (adopted first-year sections)
^[3] Source: Nielsen, September.

Mondadori Retail has signed a preliminary agreement with MA S.r.l., a company operating in the retail sector, for the acquisition of a 51% stake in the soon-to-be-established MA Retail S.r.l., owner of 10 bookstores.

The transaction will take effect from 1 December and will enable Mondadori Retail – which manages the largest network of bookstores in Italy, with over 500 stores – to further strengthen its directly managed retail network.
The acquisition forms part of the company’s broader growth strategy which – following four consecutive years of positive and steadily improving results – now complements organic growth with an external development initiative.

Mondadori Retail’s expansion plan – a strategic business for promoting reading and ensuring widespread distribution of books – will continue throughout 2026 with the opening of approximately 30 additional bookstores, both directly managed and franchised. These social and cultural hubs, dedicated to books and entertainment, will further enrich the offering in various Italian regions and high-potential urban centres.

The 10 bookstores acquired, already affiliated with the Mondadori Retail franchising network, are located across Italy under the brand name Mondadori Bookstore | MA, in Milan, Turin, Udine, Taggia (IM), Grosseto, Rome, Naples, Salerno, Sestu (CA), and Sassari. These stores embody a new contemporary and environmentally conscious bookstore concept, designed to combine culture with environment: eco-friendly, multimedia spaces inspired by the Japanese philosophy of MA, from which they take their name. 

The agreement also includes a call option in favour of the Mondadori Group company, which would allow it to increase its stake in MA Retail to 100% from 2030.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2025, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).