SoftwareOne Holding AG ("the company") and its subsidiaries (together "the group" or "SoftwareOne") is a leading software and cloud service provider. It develops and delivers technology solutions that modernize applications and software in the cloud, while enabling those purchases and optimizing those investments over time.

The company is incorporated and domiciled in Stans, Switzerland. The address of its registered office is Riedenmatt 4, 6370 Stans. SoftwareOne Holding AG is traded on the SIX Swiss Exchange and on the Euronext Oslo Børs under the ticker symbol "SWON".

The interim condensed consolidated financial statements of SoftwareOne are presented in Swiss francs (CHF). Unless otherwise stated, all amounts are given in millions of Swiss francs. Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided.

These interim condensed consolidated financial statements for the six months ended June 30, 2026, were authorized for issue by the Board of Directors on August 25, 2026.

Basis of presentation

The interim condensed consolidated financial statements for the six months ended June 30, 2026, have been prepared in accordance with IAS 34 "Interim Financial Reporting".

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the group’s annual financial statements as of December 31, 2025, approved by the Board of Directors on March 30, 2026.

The accounting policies applied in these interim condensed consolidated financial statements are the same as those applied in the group’s consolidated financial statements as of and for the year ended December 31, 2025, except for changes effective from January 1, 2026.

As of January 1, 2026, the following amendments to the IFRS Accounting Standards entered into force:

• Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments and Contracts Referencing Nature dependent Electricity
• Annual Improvements to IFRS Accounting Standards - Volume 11

The amendments do not have a significant impact on the group. SoftwareOne has not early adopted any other standards, interpretations or amendments that have been issued but is not yet effective.

In April 2024, the International Accounting Standards Board (IASB) published IFRS 18 “Presentation and Disclosure in Financial Statements”, which will become effective on January 1, 2027, replacing IAS 1. The new standard is to be applied retrospectively. IFRS 18 introduces new requirements for information presented in the primary financial statements and disclosure in the notes, with a particular focus on the income statement with new categories and subtotals.

The group has initiated an implementation project covering:

• Identification and definition of operating, investing and financing activities,
• review of presentation of foreign exchange effects and fair value changes on hedges,
• identification and documentation of management performance measures (MPMs),
• assessment on the most useful structure of the consolidated income statement,
• adaptation of consolidation and reporting systems.

Based on the current assessment, the group anticipates the introduction of the mandatory subtotals operating profit and profit before financing and income taxes, and an operating profit before depreciation, amortization and impairment subtotal, which will be presented as key performance measures within the primary financial statements. In addition, certain financial income and expenses that are currently presented within the finance results will be allocated to the three new categories (operating, investing, or financing). Foreign exchange differences and certain fair value changes on hedging will require a more granular allocation to the respective categories based on the underlying nature of the related transactions.

IFRS 18 introduces new disclosure requirements for management-defined performance measures (MPMs). The group currently uses adjusted EBITDA as key performance indicators in external communications. SoftwareOne is currently assessing the future MPMs and required reconciliations.

SoftwareOne will adopt the new standard in 2027.

Foreign currency translation

The following exchange rates were used:

Seasonality of operations

The results of SoftwareOne group are subject to significant seasonality effects. Total revenue peaks towards the end of the second quarter as a result of year-end campaigns by Microsoft, our most important software vendor, whose fiscal year ends on June 30, and towards the end of the fourth quarter of the financial year, driven by the IT budget cycle of many of our customers.

For the six months ended June 30, 2026, no business combinations occurred. The group has finalized the purchase accounting of the Crayon acquisition that took place on July 2, 2025.

Acquisition of Crayon in 2025

During the measurement period, the group finalized its assessment of certain assets and liabilities acquired as part of the acquisition. The measurement period adjustments resulted primarily from the completion of data validation procedures relating to acquired asset balances, the final assessment of withholding tax risk exposure and the completion of data validation procedures related to a money claim process in the Philippines. The latter primarily resulted in the recognition of unrecorded invoices payable to the vendor under trade payables, a lower bad debt provision as assessed in the provisional opening balance as well as a subsequent risk exposure on withholding tax and VAT related to these matters.

As a result of these procedures, the provisional amounts recognized at the acquisition date have been adjusted. The final fair values of the identifiable assets and liabilities as of the date of acquisition were:

The changes resulted in a corresponding goodwill adjustment of CHF 22.5 million on July 2, 2025 (CHF 22.5 million on December 31, 2025). As the majority of these changes relate to the APAC operating segment, the entire increase in goodwill has been allocated to CGU APAC. There were no changes to the amount of consideration and related cash flows.

Comparative information as of December 31, 2025, has been revised retrospectively.

Details of the derivation of goodwill are as follows:

Acquisitions of non-controlling interest in 2026

In the first half of 2026, the group purchased non-controlling interest held by minority shareholders in Crayon subsidiaries. The difference between the consideration paid and the carrying amount of the acquired non-controlling interest of CHF –0.4 million was recognized directly in retained earnings.

The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables with a remaining term of up to 12 months, as well as other current financial assets and liabilities represent a reasonable approximation of their fair values, due to the short-term maturities of these instruments.

The fair value of derivatives is determined on the basis of input factors observed directly or indirectly on the market. The fair value of foreign exchange forward contracts is based on forward exchange rates.

Financial instruments carried at fair value are classified by valuation method. The fair value hierarchy has been defined as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices for identical assets or liabilities at the reporting date.

Level 2: The fair value measurements are those derived from valuation techniques using inputs for the asset or liability that are observable market data, either directly or indirectly. Such valuation techniques include the discounted cash flow method and option pricing models. For example, the fair value of interest rate and currency swaps is determined by discounting estimated future cash flows, and the fair value of forward foreign exchange contracts is determined using the forward exchange market at the end of the reporting period.

Level 3: The fair value measurements are those derived from valuation techniques using significant inputs for the asset or liability that are not based on observable market data.

No transfers of the hierarchy levels have been made between January 1, 2026, and June 30, 2026. No transfers of the hierarchy levels have been made between January 1, 2025, and June 30, 2025.

The following table discloses financial assets and liabilities measured at fair value:

The changes in carrying values associated with "Level 3" contingent consideration liabilities from December 31, 2025, to June 30, 2026, are set out below:

The contingent consideration liability relates to the acquisition of Medalsoft and depends on the achievement of certain fixed events (CHF 2.2 million, comparative period: CHF 2.1 million) and the retention of a key employee (CHF 1.3 million, comparative period: CHF 2.4 million). The cash outflows are expected until 2027. In the event of termination by this key employee, the contingent consideration is reduced.

Revenue from contracts with customers comprises revenue from the sale of software and cloud licenses as well as the sale of technology consulting services. SoftwareOne generates its revenue from Software & Cloud Direct by arranging software license agreements between third-party software providers and end customers and managing cloud subscriptions for them (point in time). Revenue from Software & Cloud Services is generated by providing services to customers (over time), the sale of external software only used to provide software asset management solutions (point in time) and arranging service agreements between third-party service provider and end customers (point in time). Revenue from Software & Cloud Channel is generated by the sale of software and cloud licenses to or through partners such as hosters, MSPs and ISVs who have the direct relationship with end customers (point in time).

Revenue is allocated according to the business lines, as outlined below:

For management purposes, SoftwareOne is organized by geographical areas. The breakdown of revenue follows the regional clusters that constitute the group’s operating segments, refer to Note 10 Segment reporting. Revenue is disaggregated as outlined below:

The dividend approved in 2026 was CHF 32.4 million or CHF 0.15 per share (excluding treasury shares; comparative period: CHF 45.6 million, or CHF 0.30 per share). The dividend was paid out of the capital contribution reserve of SoftwareOne Holding AG and thus deducted from share premium in these interim condensed consolidated financial statements.

In the first half of 2026, SoftwareOne launched a new share-based payment program, the Integration Success Bonus Plan, and granted new awards under the Long-term Incentive Plan (LTIP26). In addition, arrangements that were launched in previous years, the Employee Share Purchase Plan, the Talent Retention Program and the Long-term Incentive Plan (LTIP24 and LTIP25) still exist.

SoftwareOne recognized total share-based payment expenses of CHF 6.9 million for the six months ended June 30, 2026 (comparative period: CHF 6.4 million). The following table discloses how the expenses are allocated to the existing share-based payment arrangements:

SoftwareOne has recognized an increase in equity in the balance sheet of CHF 6.7 million for share-based payment (comparative period: CHF 6.1 million).

Integration Success Bonus Plan

The Integration Success Bonus Plan is a one-time incentive program for selected members of the Executive Board in connection with the integration of Crayon. The plan is intended to support the successful execution of integration activities and retention of key personnel over the post-acquisition period. The plan is separate from and in addition to the Group's existing long-term incentive arrangements.

Under the plan, participants were granted performance share units ("PSU") subscription rights. The maximum aggregate fair value of awards granted to plan members amounts to CHF 6.0 million. The awards are subject to both continued employment through an 18‑month cliff period and achievement of market-based share-price hurdles. The plan term is maximum three years.

The Integration Success Bonus Plan is valued using a Monte Carlo simulation. SoftwareOne has taken the following parameters into account in the valuation:

The granted PSUs are divided into three tranches, each linked to a separate share-price target:

The term of the PSUs starts on June 5, 2026 (valuation date). A tranche vests only if the respective share-price hurdle achieves a "sustained crossing"; when the closing share price equals or exceeds the relevant hurdle on at least 90 calendar days within any 120-calendar-day period during the plan term. No vesting can occur before the cliff date. For valuation purposes, the date of expected vesting (end of the expected vesting period) has been taken into consideration. Shares delivered on vesting are subject to a six-month lock-up period (transfer restriction).

Long-term Incentive Plan

LTIP grants the Executive Board performance share unit (PSU) subscription rights and the Executive Leadership Team and selected key employees restricted share unit (RSU) subscription rights. In the first half of 2026, SoftwareOne granted new awards under this plan (LTIP26).

LTIP26 for Executive Board

The number of PSUs granted is determined by dividing the individual LTIP grant on the grant date by the fair value of one PSU, rounding up to the next whole PSU. Each PSU subscription right securitizes a right to receive shares depending on the development of the underlying vesting factor. The vesting factor depends on relative total shareholder return (rTSR). The target factor is 1.00, while the minimum factor is 0.0 and the maximum factor is 2.0. The relative rTSR vesting factor depends on the TSR of the company and the TSR of the SPI Extra Index. A relative TSR of <= –33% leads to a vesting factor of 0 and a TSR of >= 33% to a vesting factor of 2.0. The rTSR vesting factor distributes linearly between the target ranges. The award cycle (service period) is 36 months from the contractual grant date.

The LTIP26 for EB members is valued using a Monte Carlo simulation.

In 2026, a total of 130,598 PSUs were granted at a fair value of CHF 10.95 per PSU. The term of the PSUs starts on January 3, 2026 (valuation date) and ends on December 29, 2028 (end of the vesting period).

LTIP26 for Executive Leadership Team and selected key employees

Each RSU subscription right securitizes a right to receive shares, subject to the service condition of continued employment with SoftwareOne at a defined point in time. The program provides for graded vesting over service periods of 12, 24 and 36 months.

In 2026, a total of 850,419 RSU were granted at a fair value of CHF 9.05 per RSU. The term of the RSUs starts on January 3, 2026 (valuation date) with annual vesting periods ending on January 3, 2027, January 3, 2028, and January 3, 2029.

As an internationally operating group, SoftwareOne is aware of proceedings, or the threat of proceedings, against it and others in respect of private claims by customers and other third parties. In addition, the group is subject to other claims and legal proceedings, as well as investigations carried out by various law enforcement authorities. With respect to the above-mentioned claims, regulatory matters, and any related proceedings, SoftwareOne will bear the related costs, including costs necessary to resolve them.

There are no further significant changes for the contingent liabilities disclosed in Note 26 Contingencies of the Consolidated Financial Statements 2025.

As disclosed in the Annual Report 2025, following the acquisition of Crayon at the beginning of July 2025, operating segments were reassessed in the second half of 2025. Given Crayon’s significant presence in the Nordics and the CEE, the former rEMEA region has been restructured into three new operating regions: Nordics, WEMEA and CEE.

For management purposes, SoftwareOne is organized by geographical areas, with seven operating segments:

• DACH (Germany, Austria and Switzerland)
• WEMEA (Western Europe, including Middle East and Africa)
• Nordics (Northern Europe)
• CEE (Central and Eastern Europe)
• NORAM (USA, Canada)
• LATAM (Latin America)
• APAC (Asia Pacific)

No operating segments have been aggregated to reportable segments.

The Co-CEO’s are the Chief Operating Decision Makers (CODM). They assess each of the reported segments separately for the purpose of evaluating performance and allocating resources. Revenue and adjusted EBITDA are the key performance indicators used by SoftwareOne for internal management and monitoring purposes. The group allocates revenue and expenses to regions based on the end customer’s headquarter domicile since the region is responsible for the global client relationship. There are no intersegment revenues. Different average exchange rates are used in management reporting than for group consolidation purposes.

The segment reporting presents revenue, third party service delivery costs, personnel expenses, other operating expenses net (after operating income) and EBITDA. The group’s financing (including finance income and finance expenses) and income taxes are managed on a group basis and are not allocated to the reportable segments.

The segment totals are reconciled to the figures reported in the interim condensed consolidated income statement (“Total” column) as follows:

• “Group” includes the group cost centers and shared services costs.
• “FX & Consolidation” eliminates the effect of using differing average foreign exchange rates in the segment reporting and consolidation effects.
• “Other” includes other reconciling items that are not allocated to the segments and group in internal reporting. They consist of costs affecting comparability in operating expenses such as Crayon integration and transaction costs, other integration costs as well as M&A and earn-out expenses, and non-recurring items related to the restructuring of the LATAM region. The comparative period includes other non-recurring items which mainly relate to income from the release of provisions and restructuring expenses associated with SoftwareOne's cost reduction program. Additionally, the column “Other” includes an adjustment for differences in accounting policies of IFRS 16 that are not reflected in the segments, an adjustment for the upfront recognition of multi-year licensing contracts in which the end customer has the right to change the software reseller during the contract term, and, to a limited extent, minor reconciliation items.
• "Removal Crayon H1" eliminates the income statement of Crayon group for the comparative period, comparable with pro-forma presentation.

For the six months ended June 30, 2026

The most relevant reconciliation items in the “Other” column were related to adjustments for items affecting comparability in operating expenses and further accounting-related adjustments:

For the six months ended June 30, 2025

The most relevant reconciliation items in the “Other” column were related to adjustments for items affecting comparability in operating expenses and further accounting-related adjustments:

Additional geographical information

Germany, the US, Switzerland and Norway are the main geographical markets for SoftwareOne and represent approximately 35% of revenue. Revenue is reported based on the customer's headquarter domicile:

In the comparative period, Germany, the US, Switzerland and the Netherlands were SoftwareOne’s main geographical markets, together accounting for 46% of revenue.

SoftwareOne generated 38% of total revenues with our customer Microsoft (comparative period: 37%). The revenue derives from all segments. Microsoft is our only customer aggregating more than 10% of our total revenues.

From the balance sheet date until the interim condensed consolidated financial statements were approved by the Board of Directors on August 25, 2026, no significant events requiring disclosures occurred.