Annual Report 2025

20 Financial liabilities

Credit facilities

In July 2025, the group entered into a new financing agreement comprising an amendment and restatement of a multi-currency revolving credit facility (RCF) in the total amount of CHF 660.0 million, and a CHF term loan facility of CHF 600.0 million. Upon closing of the new agreement, the previous RCF was terminated and repaid. Both facilities mature in July 2029 and include one extension option, subject to approval by the lending banks after the second year. The RCF bears interest at a starting margin of 210 basis points, which may vary between 100 and 210 basis points depending on the group’s leverage ratio and the currency drawn, with interest periods ranging from one week to three months. As of December 31, 2025, CHF 100.0 million of the RCF has been drawn (prior year: CHF 250.0 million). The term loan bears interest at a base rate plus a margin starting at 245 basis points, ranging from 135 to 245 basis points, available with interest periods between three and six months. Annual repayments for the term loan total CHF 50.0 million, payable bi-annually, beginning December 31, 2025, with any balance due at maturity or the extended maturity date. As of December 31, 2025, the carrying amount is CHF 575.0 million, with CHF 525.0 million classified as non-current other financial liabilities.

Both facilities are subject to the loan covenant leverage ratio. The leverage ratio is calculated as net debt including leases divided by earnings before net financial items, taxes, depreciation and amortization plus agreed adjustments and must remain below 3.5x on the dates which the leverage ratio is tested. The leverage ratio was below 1.50 as of December 31, 2025. A potential breach of covenant triggers measures which are standard in such circumstances. Under the agreements, the covenant is tested semi-annually on June 30, and December 31, each year and reported to lending banks to ensure compliance with the agreement. For the RCF existing in 2024, the leverage ratio was 0.76 as of December 31, 2024. The group complied with the covenant in 2025 and 2024.

For the purpose of financing the Crayon transaction, SoftwareOne entered into bridge facilities of CHF 700.0 million in January 2025, refer to Note 3 Change in the scope of consolidation. The bridge facilities were structured with an initial tenor of nine months and included two extension options. The first extension option was exercised in October 2025, thereby extending the maturity to January 31, 2026. The bridge facility includes covenants that are consistent with those defined in the credit facility agreement. As of December 31, 2025, CHF 100.0 million bridge facility has been drawn. The bridge facility was repaid completely on due date.

Contingent consideration liabilities

The contingent consideration liability reflects the fair value of the expected payments. These estimates are reviewed at each reporting date and adjusted as necessary. Adjustments are booked in finance income or expenses. For further information, refer to explanation of “Level 3” financial instruments in Note 4.3 Categories of financial instruments and fair value estimation.

Changes in liabilities arising from financing activities

Following the physical settlement of the total return swap contract, the financial liability recorded for the receipts on swap contracts was settled at CHF 35.7 million which is presented under investing cashflow, refer to Note 4.3 Categories of financial instruments and fair value estimation.

Further effects in “Other” columns are related to additions, disposals and compounding of lease liabilities (CHF 24.9 million), the settlement of the foreign currency call option (CHF –13.5 million) and, to a limited extent, accrued interest.

In prior year, further effects in “Other” column were related to additions, disposals and compounding of lease liabilities (CHF 19.2 million), the initial recognition of the contingent consideration liability for Medalsoft (CHF 6.3 million), the recognition of the foreign currency call option (CHF 13.5 million) and, to a limited extent, accrued interest.

In the statement of cash flows the change in financial liabilities is presented on a gross basis.