Interim report
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Solar Foods Oyj Financial statements release 2025 (unaudited) A PIVOTAL YEAR TOWARDS GROWTH AND SCALED PRODUCTION January–December 2025 in brief • Cash and cash equivalents at the end of the period EUR 8.0 million (13.4) • Other operating income EUR 9.5 million (8.1) • Operating loss EUR 10.4 million (8.9) • Loss for the period EUR 11.5 million (11.0) • Cash flow from investments EUR -0,6 million (-9.1), change due to increased amount of received grants. • Loss per share EUR 0.47 (0.46) • Order book EUR 1.5 million (0) July–December 2025 in brief • Cash and cash equivalents at the end of the period EUR 8.0 million (13.4) • Other operating income EUR 5.2 million (5.2) • Operating loss EUR 5.6 million (4.6) • Loss for the period EUR 6.1 million (5.3) • Cash flow from investments EUR -1.0 million (-4.6), change due to increased amount of received grants. • Loss per share EUR 0.25 (0.21) • Order book EUR 1.5 million (0) Significant events in January–December 2025 • The company signed its first supply agreements with U.S. customers, and two Health & Performance Nutrition companies announced that they aim to bring products made from Solein to consumers in the United States 2026 during the first half of 2026. • The company signed four letters of intent and memorandum of understandings concerning a commercialization plan for a total annual Solein production volume of 6.5– 7.65 kilotonnes. If these lead to binding agreements, the total volume commitment would correspond to approximately 100–120 percent of the planned 6.4‑kilotonne production capacity of the upcoming Factory 02 production facility. • The Japanese food company The Ajinomoto Group launched several new products containing Solein in Singapore during the year. Solar Foods and Ajinomoto entered into a strategic product development partnership already in 2023. • Solar Foods confirmed the successful 100‑fold industrial scaling of Solein’s production technology compared to the pilot facility's production scale. The company achieved a productivity of 1 g/l/h and an energy efficiency value (O₂/CO₂) of 2.7 at Factory 01. This enables the production facility to operate at its full, 160‑tonne annual design capacity. • The company began the pre‑engineering of its first industrial‑scale production facility, Factory 02, in February. In October, Solar Foods updated the plans related to the
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execution of Factory 02 and assessed the need for total capital. The company decided to proceed with the construction of Factory 02 together with strategic partners. In December, Solar Foods selected a site located in Selkäharju, Lappeenranta, Finland, as the location for Factory 02. • In February, Business Finland granted Solar Foods EUR 10 million in funding related to the Company’s existing IPCEI notification (Important Projects of Common European Interest) approved by the European Commission. The maximum amount of IPCEI support granted to the company is approximately EUR 110 million, of which the remaining potential funding, approximately EUR 66 million, is intended to partially cover capital needs of the Factory 02 production facility. • Rami Jokela started as the company’s CEO and a member of the management team on 1 April 2025. • In autumn 2025, Solar Foods renewed the responsibilities and composition of its management team and reorganized its organization to better align with its strategic objectives. • In September, Solar Foods submitted a GRAS notification on Solein in the United States to obtain a no questions letter from the FDA. The notification follows obtaining the independent conclusion of GRAS status, also referred to as self-affirmed GRAS status, in September 2024, which enabled the company to initiate commercial activities in the United States. The company expects to receive regulatory approval in the EU and the UK during 2026. Significant events after the review period • In January, Solar Foods successfully completed a private placement share issue of 5,154,691 new shares, raising approximately EUR 25 million. • In January, Solar Foods announced that it had received a Solein order from the U.S. company Ambrosia Collective, which aims to introduce a ready‑to‑mix protein powder made from Solein to consumers in the United States during the first half of 2026. The order was delivered during the review period and is included review period’s revenue. • In January, the company announced that it had entered into agreements with the German company GEA to negotiate the delivery of process equipment for the Factory 02 production facility, as well as a strategic partnership.
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Key figures MEUR 7–12/2025 7–12/2024 Change % 1–12/2025 1–12/2024 Change % Revenue 0.1 0.0 - 0.1 0.0 - Other operating income 5.2 5.2 0 9.5 8.1 17 Operating profit/loss -5.6 -4.6 -22 -10.4 -8.9 -17 Profit/loss for the period -6.1 -5.3 -15 -11.5 -11.0 -5 Equity ratio, % 37 50 -26 Investments -1.0 -4.6 79 -0,6 -9.1 93 Cash and cash equivalents at the end of the period 8.0 13.4 -40 Basic and diluted earnings per share (EPS), EUR -0.25 -0.21 -19 -0.47 -0.46 -2 Personnel at the end of the period 56 53 6 Order book 1.5 0 - 1.5 0 - CEO Rami Jokela: The first year of the new strategy period marked the launch of Solein’s international commercialisation The year 2025 was a turning point in Solar Foods’ history as the company transitioned from a technological innovator into a commercial operator. We entered a new strategy period centered on the international commercialization of Solein in the Health & Performance Nutrition category, chosen as the initial target market, and the expansion of our production capacity through the upcoming Factory 02 production facility. The Health & Performance Nutrition category is worth approximately USD 10 billion in the United States alone and has grown strongly at over 10% annually. We have received excellent feedback from customers on the qualities of Solein, which we have showcased also through our
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own product concepts. Solein is particularly well positioned to address the international supply limitations of whey protein, and consumers are increasingly seeking alternatives that do not contain animal-based ingredients. Thanks to its unique production method, Solein offers the food industry a versatile, environmentally friendly ingredient without supply constraints or price and quality fluctuations. In commercializing Solein, we focused especially on agile small and medium-sized companies operating in the Health & Performance Nutrition category, as well as major international Consumer Packaged Goods (CPG) companies, with whom we have carried out product development collaboration. We signed our first sales agreements with U.S. customers, and two companies announced that they aim to bring Solein-based consumer products to market in 2026. In 2025, several Solein-based consumer products from beverages to baked goods were launched in Singapore. We also signed four Letters of Intent and Memorandums of Understanding regarding commercialization plans for a total annual Solein production volume of 6.5–7.65 kilotonnes. If these lead to binding agreements, the total volume commitment would correspond to approximately 100–120 percent of the planned 6.4‑kilotonne production capacity of the upcoming Factory 02 facility. During the review period, our first commercial‑scale Factory 01 production facility achieved its design capacity of 160 tonnes per year, demonstrating a hundredfold scalability of Solein’s production technology compared to pilot scale. We also initiated the planning of the industrial‑scale Factory 02 production facility and selected Selkäharju in Lappeenranta, Finland, as its location. Finland offers excellent conditions for the production facility, particularly due to the cost‑efficient availability of renewable electricity. We decided to proceed with the design and execution of Factory 02 together with strategic partners, which would significantly reduce the company’s financing needs for implementing Factory 02. After the review period, we announced that we are negotiating with GEA, one of the world’s largest system providers for the food, beverage, and pharmaceutical industries, regarding both the supply of process equipment for Factory 02 and a long‑term strategic partnership. We also started exploring and seeking strong technological partners, who would be responsible for e.g. hydrogen production and heating and cooling capacity, aiming to build an entirely new type of industrial cluster for the food sector. Throughout 2025, we also examined various financing options and partners, while also specifying the company’s financing needs. After the review period, we successfully completed a private placement of 5,154,691 new shares, raising approximately EUR 25 million. This brings us closer to the final investment decision for the construction of Factory 02. In addition to equity, the remaining capital need is intended to be covered through loans and grants. In 2026, we will continue our work to internationalize the company, pursue growth, and expand production capacity. Our priorities for the year include accelerating the commercialization of Solein, selling the production capacity of Factory 01, the investment decision for Factory 02, and securing offtake agreements with major international CPG companies. We expect the first Solein‑based products to become available to U.S. consumers, and we also expect regulatory approval for Solein in the EU and the United Kingdom in 2026, which will open a significant new market for Solein.
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I would like to thank Solar Foods’ customers and partners for their support, as well as our dedicated team for their excellent work in advancing our ambitious goals. I am grateful and proud of the exceptional global interest in our company. It reflects the enormous potential of Solar Foods’ gas fermentation technology within the food industry. Solving the global food challenge and feeding billions of people requires new ways of producing food, as improvements to traditional methods do not scale quickly enough to meet future demand. Solein addresses the global food production challenge, as its production scales efficiently and it can replace traditional proteins in virtually any food. We are excited to continue our work toward more sustainable food production. Financial development January–December 2025 Revenue for the review period was EUR 0.1 million (0). Other operating income for the review period was EUR 9.5 million (8.1). The growth is mainly due to increased grant income recognized through profit and loss statement. The operating loss for the review period was EUR 10.4 million (8.9). The operating loss increased compared to the reference period mainly due to growth in personnel and depreciation. Amortization of tangible and intangible assets amounted to EUR 9.5 million (8.7). Financial expenses amounted to EUR 1.1 million (2.1). The comparative period’s financial expenses include expenses related to share issues. Solar Foods’ loss-making result of EUR 11.5 million (11.0) reflects the company's development phase, where significant investments have been made to enable its future growth. The company’s primary objectives during the review period were to accelerate the commercialization of Solein in the United States, continue long‑term product development, enhance production capacity at the Factory 01 production facility and advance planning of the future Factory 02 production facility. July–December 2025 Revenue for the review period was EUR 0.1 million (0). Other operating income for the review period was EUR 5.2 million (5.2). The operating loss for the review period was EUR 5.6 million (4.6). The operating loss increased compared to the reference period mainly due to growth in personnel, higher other operating expenses, and depreciation. The company entered a new strategic period focusing on commercialising Solein in the United States, which increased other operating expenses.
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Amortization of tangible and intangible assets amounted to EUR 4.8 million (4.4). Financial expenses amounted to EUR 0.5 million (0.7). Solar Foods’ loss-making result of EUR 6.1 million (5.3) reflects the company's development phase, where significant investments have been made to enable its future growth. Financial position and cash flow The company’s balance sheet total at the end of the review period was EUR 31.4 million (46.7), of which the share of equity was EUR 11.5 million (22.9). The company’s equity ratio at the end of the review period was 37% (50%). At the end of the review period, the company's net debt was EUR 8.9 million (6.2). Non-current debt amounted to EUR 13.9 (16.6) million. Net gearing at the end of the review period was 77 % (27%). During the financial period, cash flow from operating activities amounted to EUR -2.1 million (- 0.7), as the payments from grant projects were postponed to 2026. Cash flow from investing activities was EUR –0.6 million (-9.1), change is due to increased grant payments, and cash flow from financing was EUR –2.6 million (6.8). Cash and cash equivalents at the end of the period were EUR 8.0 million (13.4). The financing agreement between the company and one lender contains covenants relating to minimum liquidity and gearing. The covenant agreement entitles the bank to terminate the loan or amend the loan terms if the specific condition is exceeded. During the financial year 2025 the covenants have been met. Investments and capitalized development expenditure Investments in tangible and intangible assets amounted to EUR –0.6 million (-9.1) during the financial period. The investments mainly consisted of development expenditure and prepayments. The change in investments comes from increased amount of received grants that cover investments, also grants related to 2024 were received during the financial period. Personnel and management At the end of the review period, Solar Foods employed 56 people (53). Rami Jokela started as the Company’s CEO and a member of the management team on 1 April 2025. To support its strategic objectives, Solar Foods decided on 14 August 2025 to make changes to the responsibilities and composition of its management team. The company also strengthened its commercial organisation by centralising all commercial and product-related functions into one go-to-market organisation.
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Chief Strategy and Product Officer Troels Nørgaard was appointed Chief Commercial and Product Officer. Chief Commercial Officer Juan Manuel Benitez‑Garcia was appointed Chief Sales Officer. Both decided to pursue new opportunities outside of Solar Foods by the end of 2025. Starting from May 2025, the role of Brand and Communications Director, held by Laura Sinisalo, was no longer a part of the management team. After the review period, on 5 January 2026, Godert Zijlstra started as the new Chief Commercial and Product Officer and member of the management team. 31.12.2025 Solar Foods’ Management Team consisted of the following members: Rami Jokela, Chief Executive Officer Ilkka Saura, Chief Financial Officer Tiia Kuusimäki, Chief Operational Officer Petri Tervasmäki, Chief Technology Officer Juha-Pekka Pitkänen, Chief Scientific Officer Troels Nørgaard, Chief Commercial and Product Officer The Vice Chair of the Board of Directors of Solar Foods, Jari Tuovinen, resigned from the Board on 28 November 2025, and the Board of directors appointed its former CEO and co-founder, Pasi Vainikka, as the new Vice Chair of the Board as of 28 November 2025. Shares and shareholders Solar Foods Oyj's stock has been trading on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd since 10 September 2024. The ISIN code of the share is FI4000577192 and the ticker is SFOODS. Solar Foods has one share class and each share entitles to one vote in the Annual General Meeting. Solar Foods does not hold treasury shares. All shares have an equal right to dividend. At the end of the review period 31.12.2025, Solar Foods’ registered share capital was EUR 80 000, and the number of shares 24 729 042 (24 641 049). The highest trading price of the Solar Foods share during 2025 was EUR 7.63 and the lowest was EUR 3.00. The volume-weighted average share price in January–December was EUR 5.31 and the year-end closing price was EUR 4.68. Based on the closing price, the market capitalization of the shares was EUR 115.7 million. During the financial period, the euro volume was EUR 19 830 604 and the trading volume was 3 732 005 (1 091 318) shares. The average number of shares during the financial period was 24 682 816 (24 149 297) shares and during July-December 24 708 807 (24 592 423) shares. Solar Foods had a total of 8 677 (4 489) shareholders at the end of the review period on 31 December 2025. Nominee registered shareholders held 16.0 (11.0) percent of the company’s shares at the end of the review period. Solar Foods did not hold its own shares at the end of the review period.
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The table below presents Solar Foods’ ten largest registered shareholders by number of shares based on the shareholders’ register maintained by Euroclear Finland Ltd as of 31st December 2025. The company’s 100 largest shareholders are presented on the company’s website https://investors.solarfoods.com/en/investors/share_information/shareholders. Directed share issues carried out by the company during the review period The company arranged a directed share issue without consideration to certain members of the company’s board of directors as part of the payment of board members’ renumeration. A total of 8.933 new shares of the company were offered for subscription in the share issue. The portion Shareholder Number of shares Of all shares and votes, % Oy Karl Fazer Ab 3 148 064 12,73 Juha-Pekka Pitkänen 3 039 000 12,29 Lifeline Ventures Fund iii Ky 2 607 044 10,54 Pasi Vainikka 2 330 000 9,42 Skandinaviska Enskilda Banken Ab (Publ) Helsingin sivukonttori 2 072 798 8,38 VTT Ventures Oy 1 747 064 7,06 Citibank Europe PLC 1 601 723 6,48 Suomen Teollisuussijoitus Oy 1 441 910 5,83 Gobelet Oy 1 055 000 4,27 Jero Jussi Ahola 1 015 478 4,11 Ten largest registered shareholders, total 20 058 081 81,11 Joint account 122 695 0,5 Other shareholders, total 4 548 266 18,39 Total 24 729 042 100
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of the renumeration paid in shares reduced the company’s need for cash payments, thereby supporting the company’s financial stability and at the same time strengthening the commitment of board members to the company, its long-term goals, and dedicated board work. Incentive schemes At the end of the review period, the company had four stock option plans (plans 2020A, 2020B, 2/2024 and 1/2025-H), under which option holders can subscribe in total for a maximum of 2,025,250 new shares or the company's own shares. At the end of the review period, of this amount, options entitling to subscribe for a maximum of 1,419,690 company shares were allocated and not subscribed. This immediately dilutes the shareholders' relative ownership in the company by approximately 5.7 percent, if all of these option rights are exercised and the maximum number of new shares is subscribed, taking into account that the number of the company's shares at the end of the review period was 24,729,042 shares. Shares in option plans 2020A, 2020B and 2/2024 may be subscribed twice a year after the publication of the company’s financial statements release and half-year report or as separately decided by the company’s board of directors. The subscription price of the shares is EUR 0.2051 per share (2020A) and EUR 2.75 per share (2020B and 2/2024). The subscription period ends on 31 December 2029. During the review period, The Board of Directors of Solar Foods Oyj decided to distribute 20,000 stock options free of charge to the Chair of the Board of Directors of Solar Foods Oyj under the terms and conditions of the stock option plan 1/2025-H. The options entitle to subscribe for 20,000 new or treasury shares of the company at a subscription price of EUR 7.1 per share. The subscription period for shares under this plan begins after at least one (1) year from the subscription date of the option rights provided that the participant has served in their position as chair of the Board of Directors of the company for the entire term of the Company’s Board of Directors as of 25 March 2025. Shares can be subscribed for twice a year, for a five- business-day (5) period starting on the following business day after disclosure of the company’s financial statements release and half-year report. In addition, the Board of Directors can decide on another annual subscription period. The subscription period ends on December 31, 2030. During the review period, 51,681 new shares were subscribed for under Option Plan 2020A, and 27,379 new shares were subscribed for under Option Plan 2020B, for a total of 79,060 new shares of the Company, which were registered in the Trade Register. The subscription price of the shares, totaling EUR 85,890.31, was recorded in full in the Company's reserve for invested unrestricted equity.
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Summary of option programs and changes during the period Option plan Total number of Option rights at the end of the review period, pcs Total number of allocated but not subscribed options at the end of the review period, pcs Total number of subscribed and registered shares using option rights during the review period, pcs Subscription price, EUR Total subscription price during the review period, total, EUR 2020A 284,000 189,319 51,681 0.2051 10,599.71 2020B 768,000 639,621 27,379 2.74994 75,290.60 1/2023 0 0 0 0.001 0 1/2024 0 0 0 0.001 0 2/2024 953,250 570,750 0 2.75 0 1/2025-H 20,000 20,000 0 7.1 0 Total 2,025,250 1,419,690 79,060 85,890.31 Annual General Meeting 2025 The Annual General Meeting of Solar Foods Oyj was held on 25 March 2025 at Clarion Hotel, Karhumäentie 5, 01530 Vantaa. All proposals to the Annual General Meeting were accepted. In its organisational meeting held after the Annual General Meeting, the Board of Directors elected the Chair of the Board and Vice-Chair and decided to form a Nomination and Remuneration Committee as well as an Audit Committee. The Annual General Meeting adopted the financial statements for the financial year ended 31 December 2024 and discharged the members of the company’s Board of Directors and the CEO from liability. The Annual General Meeting resolved that the loss shown in the company’s balance sheet for the financial year ended 31 December 2024 be recorded in the retained earnings/loss and that no dividend be distributed. The Annual General Meeting resolved that the remuneration of the Board of Directors be paid as follows: • Chair of the Board: EUR 4,200 per month • Vice Chair of the Board: EUR 3,150 per month • Members of the Board: EUR 2,100 per month In addition, a fee of EUR 750 was resolved to be paid for each meeting (excluding per capsulam - meetings). Of the above monthly remuneration, 50% may be paid in shares of the Company and the remainder in cash. The Company bears the costs of acquiring any shares. A member of the Board of Directors may not transfer the shares so received until their membership of the Board of Directors has ended. The remuneration for the Chair of the committees of the Board of Directors was resolved to be EUR 750 per meeting and the remuneration for each other member EUR 500 per meeting. Expenses for travel and accommodation of Board members were resolved to be reimbursed according to the company’s travel policy.
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The Annual General Meeting resolved that the Chair of the Board of Directors that was elected after the General Meeting in a Board meeting will be granted up to 20,000 option rights free of charge, which entitle to subscribe for up to 20,000 new or treasury shares of the Company at a subscription price of EUR 7.10 per share. The subscription of shares is possible no earlier than one year after the subscription of the option rights, provided that the Chair has served in its position for the entire term. The full terms and conditions of the option rights are available on the company's website at https://investors.solarfoods.com/en/investors/corporate_governance/annual_general_meeting_2 025. The Annual General Meeting resolved that the number of the members of the Board of Directors shall be seven. The Annual General Meeting confirmed that Juha Lindfors, Jari Tuovinen, Sebastian Jägerhorn and Paula Laine, all current members of the Board of Directors, are re- elected as members of the Board of Directors for a new term that ends at the end of the Annual General Meeting 2026. Jukka Moisio, Petra Teräsaho and Pasi Vainikka were elected as new members of the Board of Directors for a term that ends at the end of the Annual General Meeting 2026. Audit firm KPMG Oy Ab was re-elected as the auditor of the company. KPMG Oy Ab reported that the auditor in charge is APA Jussi Paski. The term of the auditor will run until the end of the next Annual General Meeting. The auditor will be remunerated according to an invoice approved by the company. The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 2,464,104 shares in the company in one or several tranches using the company’s unrestricted shareholders' equity. The own shares are at the value at the time of acquisition as determined by trading of the Nasdaq First North Growth Market Finland marketplace operated by Nasdaq Helsinki Oy (Helsinki Stock Exchange). The Board of Directors was authorized to resolve all the terms and conditions of the repurchase, including how the shares will be acquired. The authorization does not exclude the right of the Board of Directors to also decide on a directed repurchase of its own shares if there is a weighty financial reason for the company to do so. The authorization is proposed to be used for important transactions for the company, such completing possible M&A transactions, financing investments, implementation of the company’s commitment and incentive schemes or for such other purposes as the Board of Directors may decide where there is a weighty financial reason to repurchase its own shares. Own shares repurchased may be held by the Company, annulled or reassigned. The authorization is valid until the end of the company’s next Annual General Meeting, however not later than 30 June 2026. The authorization replaces the authorization to repurchase own shares granted by the Company’s Extraordinary General Meeting on 16 August 2024. The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares, option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act, in one or more tranches, either against payment or free of charge, as follows: The total number of shares to be issued under the authorization may not exceed 7,392,314 shares (including shares issued on the basis of option rights and other special rights), which corresponds to approximately 30 % of the total number of shares in the
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company as the date of the notice to the General Meeting. The authorization entitles the company’s Board of Directors to decide on all the terms and conditions of the share issue, option rights and other special rights entitling to shares. The authorization includes the right to issue new shares or treasury shares held by the company. The Board of Directors may also decide to issue shares free of charge to the company itself. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders’ preemptive subscription rights (directed issue) may be deviated from if there is a weighty financial reason for the company to do so, or especially weight financial reason when so required by the Companies Act. Shares, option rights and other special rights entitling to shares may be used to improve the Company’s capital structure, to carry out possible mergers and acquisitions, investments or other arrangements within the scope of the company’s business, as a part of the company’s commitment and incentive scheme or for other purposes decided by the Board of Directors or the company. The authorization is valid until the end of the company’s next Annual General Meeting however not later than 30 June 2026. The authorization replaces the authorization granted by the Extraordinary General Meeting on 16 August 2024. In its organisational meeting held after the Annual General Meeting, the Board of Directors elected Jukka Moisio as Chair of the Board and Jari Tuovinen as Vice-Chair. Petra Teräsaho (Chair), Jari Tuovinen and Paula Laine were elected members of the Audit Committee. Sebastian Jägerhorn (Chair), Jukka Moisio, Pasi Vainikka and Juha Lindfors were elected members of the Nomination and Remuneration Committee of the Board of Directors. Significant events after the review period The company completed a directed share issue to GEA Finland Oy and a limited number of institutional investors, certain members of the Company’s Board of Directors and management as well as certain co-founders of the Company and certain private individuals in deviation from the pre-emptive subscription rights of the shareholders through an accelerated book-building process. The Board of Directors resolved upon a share issue of 5,154,691 shares pursuant to the authorisation granted by the Annual General Meeting of the company held on 25 March 2025. On 14 October 2025, Solar Foods announced that it had decided to proceed with the pre‑engineering and implementation of the Factory 02 production facility with a network of strategic partners. After the review period, the company signed an exclusivity agreement with GEA Liquid Technologies Germany GmbH, under which the company appoints GEA as the exclusive process equipment vendor for the supply, design, construction, and delivery of the process equipment for Factory 02, and will negotiate exclusively with GEA on the full terms of a supply agreement regarding the delivery of equipment and services for Factory 02. Solar Foods and GEA also agreed to negotiate a long‑term strategic partnership in gas fermentation and related technologies. As part of the strategic partnership, GEA subscribed for Solar Foods shares for a total subscription price of EUR 8 million. As a result of the private placement, the company raised approximately EUR 25 million by offering 5 154 691 new shares, which were registered in the Trade Register on January 26 2026. Following the entry in the Trade Register, the total number of shares in the company is
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29,883,733. The subscription prices of new shares have been fully recorded in the company’s invested unrestricted equity. In January, Solar Foods announced that it had received a Solein order from the U.S. company Ambrosia Collective, which aims to introduce a ready‑to‑mix protein powder made from Solein to consumers in the United States during the first half of 2026. The order was delivered during the review period and is included review period’s revenue. Risks and uncertainties Risks related to the company's business The company is an early-stage growth company with significant activity-related risks. The company has small revenue relative to its operating expenses and has not yet generated a positive operating result. The company is in the early stages of commercialization and does not expect significant revenue before the deployment of Factory 02. The company is dependent on external financing and needs significantly more equity, debt, and grant financing. Future profitability requires full utilization of the capacity of the planned production plant. It is uncertain whether the company can obtain the necessary financing, and any additional equity financing may change the company’s ownership. Risks related to the operating environment Companies have been significantly affected in recent years by global economic instability and uncertainty on the financial markets, including the ongoing war in Ukraine and geopolitical uncertainty. The uncertainty of trade sanctions such as tariffs in global trade continues, and they could negatively affect the economic growth in the markets Solar Foods operates in. These factors increase financial uncertainty, complicate business planning and predictability, and may hinder the company’s growth according to its strategy. In addition, intensifying competition and similar, substitutive or cheaper products developed by competitors may limit the company’s business opportunities. Solein competes with other protein sources, such as plant-based and cellular proteins, and there are already hundreds of companies on the market that develop new protein sources. If competitors develop a better product, it may force the company to lower its prices, which leads to shrinking net sales and margins. Risks related to the company's financial and economic position The company depends on external financing because it is currently not making a profit. If the company builds more factories, like Factory 02, it requires significant additional financing, which may be covered with equity, debt, and grant financing. In addition, the company’s operational expenses and early-stage business require additional financing. The company’s ability to obtain financing depends on many factors, and there is no certainty that funding will be available on reasonable terms or at all.
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The company is also exposed to exchange rate fluctuations as its business is planned for international markets, and changes in exchange rates may have a detrimental effect on its financial position. Assessment of future development The company will focus primarily on growth in the Health & Performance Nutrition segment and strengthening commercial activities as well as preparing for the investment decision of Factory 02 production facility together with its strategic partners. The company's existing financial targets continue to serve as its financial guidance. In accordance with Solar Food's disclosure policy, the company does not provide a separate short- term financial guidance. Going Concern and Financing The company is in a development phase, focusing on scaling up and improving its production as well as entering the market. As a result, its expenses and investments exceed its revenues, which is why the company requires external financing to fund its operations. The company has a financing agreement with one lender that includes covenant terms related to minimum liquidity and gearing. The covenant agreement entitles the lender to call in the loan or amend the loan terms if the specific conditions are not met. The management assesses the adequacy of financing and compliance with the covenant terms from a going concern perspective and for planning purposes, using a cash flow forecast. Considering the share issue completed on 23 January 2026, in which the company raised approximately EUR 25 million in additional equity financing, the management does not expect any covenant breaches during the financial year 2026 and has no significant reason to doubt the company’s ability to continue as a going concern, and supported by the share issue the company has sufficient financial resources to continue its operations. Accordingly, the financial statements for the financial year ending 31 December 2025 have been prepared in accordance with the going concern principle. Board of Directors’ proposal for the distribution of profits In the medium term, Solar Foods focuses on growth, and the company does not expect to distribute a dividend in the short to medium term. The distributable unrestricted equity of Solar Foods on 31 December 2025 was EUR 7,541,763.92, of which the result of the period was EUR -11,517,603.42. The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the financial year January-December 2025, and that the loss of the financial year is recorded in the retained earnings.
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Financial statements and the report of the Board of Directors The company’s financial statements and the report of the Board of Directors will be published 26 February 2026, and they will be available after the publication at the company’s website at https://investors.solarfoods.com/en/investors/reports_and_presentations. Upcoming financial disclosures in 2026 Solar Foods will publish its financial information in 2026 as follows: • Half-year report for January-June 2026 on Tuesday 11 August 2026 The reports will be available on the company’s website www.investors.solarfoods.com/en immediately after publication. Solar Foods Oyj’s Annual General Meeting (AGM) is planned to be held on Tuesday, 31 March 2026. The board will convene the general meeting at a later date. Accounting principles Solar Foods Oyj’s financial statements release has been prepared in accordance with national accounting legislation (FAS) and following good accounting practices. The information included in the financial statements release is unaudited.
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TABLES PROFIT AND LOSS (FAS, EUR, unaudited) 7-12/2025 7-12/2024 2025 2024 Revenue 109,281 4,795 123,595 18,724 Work performed for own use 1,853,407 2,359,168 4,428,076 4,413,415 Other operating income 5,166,226 5,167,065 9,474,334 8,061,204 Personnel expenses Wages and salaries -2,681,404 -1,864,491 -5,056,641 -3,271,988 Social security expenses Pension expenses -362,356 -290,115 -707,572 -541,327 Other social security expenses -132,733 -75,542 -225,671 -116,894 Personnel expenses in total -3,176,493 -2 230,148 -5,989,884 -3,930,210 Depreciation and amortization Depreciation and amortization according to plan -4,751,047 -4,438,442 -9,461,324 -8,652,991 Other operating expenses -4,817,602 -5,414,837 -8,975,142 -8,829,659 Operating profit (loss) -5,616,229 -4,552,409 -10,400,346 -8,919,516 Financial income and expenses Other interest income and other financial income from others 117 479 595 2,815 Interest and other financial expenses to others -511,612 -723,167 -1,117,582 -2,104,949 Total financial income and expenses -511,495 -722,688 -1,117,257 -2,102,134 Profit before appropriations and taxes -6,127,724 -5,275,098 -11,517,603 -11,021,650 Profit (loss) for the period -6,127,724 -5,275,098 -11,517,603 -11,021,650
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BALANCE SHEET (FAS, EUR, unaudited) 31.12.2025 31.12.2024 ASSETS Non-current assets Intangible assets Development expenditure 3,886,622 3,680,499 Intangible rights 625,433 844,509 Other intangible assets 2,290,013 3,452,546 Total intangible assets 6,802,068 7,977,555 Tangible assets Machinery and equipment 7,278,802 13,952,991 Other tangible assets 54,607 337,188 Advance payments and construction in progress 1,799,870 26,754 Total tangible assets 9,133,280 14,316,933 Total non-current assets 15,935,348 22,294,488 Current assets Long-term receivables Other receivables 720,651 576,670 Total long-term receivables 720,651 576,670 Short-term receivables Accounts receivable 60,917 411 Other receivables 382,837 614,889 Prepayments and accrued income 6,301,605 9,800,681 Total short-term receivables 6,745,359 10,415,981 Total receivables 7,466,010 10,992,651 Cash and cash equivalents 7,989,830 13,396,494 Total non-current assets 15,455,840 24,389,146 TOTAL ASSETS 31,391,188 46,683,634
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BALANCE SHEET (FAS, EUR, unaudited) 31.12.2025 31.12.2024 EQUITY AND LIABILITIES Capital and reserves Subscribed capital 80,000 80,000 Reserve for invested unrestricted equity 51,480,511 51,394,621 Retained earnings -28,534,522 -17,512,872 Profit (loss) for the period -11,517,603 -11,021,650 Total capital and reserves 11,508,386 22,940,099 Liabilities Non-current liabilities Loans from credit institutions 13,850,833 16,567,500 Total non-current liabilities 13,850,833 16,567,500 Current liabilities Loans from credit institutions 3,014,167 3,014,167 Advances received 424,352 526,043 Trade payables 1,023,362 2,027,547 Other payables 127,518 777,711 Accruals and deferred income 1,442,570 830,567 Total current liabilities 6,031,969 7,176,035 Total liabilities 19,882,802 23,743,535 TOTAL EQUITY AND LIABILITIES 31,391,188 46,683,634
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STATEMENT OF CASH FLOWS (FAS, EUR, unaudited) 7-12/2025 7-12/2024 2025 2024 Cash flows from operating activities: Profit before appropriations and taxes -6,127,724 -5,275,098 -11,517,603 -11,021,650 Adjustments for: Depreciation according to plan 4,751,047 4,438,442 9,461,324 8,652,991 Financial income and expenses 512,314 722,688 1,117,257 2,102,134 Operating profit before working capital changes: -864,364 -113,967 -939,022 -266,525 Working capital changes: Increase (-) or decrease (+) in trade and other receivables -1,645,128 -3,431,794 945,401 -1,619,679 Increase (+) or decrease (- ) in trade payables 578,813 -605,559 -1,008,521 2,715,758 Cash generated from operations: -1,066,315 -4,151,321 -63,119 829,554 Interest paid and payments for other finance costs -508,919 -763,175 -1,127,826 -1,555,395 Net cash from operating activities: -2,439,598 -4,914,496 -2,129,967 -725,841 Cash flows from investing activities: Investments in tangible and intangible assets -2,732,910 -4,619,261 -6,239,000 -10,742,314 Investment grants received 1,712,254 5,593,080 1,648,611 Net cash used in investing activities: -1,020,656 -4,619,261 -645,967 -9,093,703 Cash flows from financing activities: Proceeds from issuance of share capital 8,769,087 Execution of option rights 70,527 63,498 85,891 71,057 Costs for share issue -653,148 Repayments of long-term loans -1,358,333 -1,358,333 -2,716,667 -1,358,333 Net cash used in financing activities: -1,287,807 -1,294,835 -2,630,776 6,828,663 Net increase/decrease in cash and cash equivalents -4,748,061 -10,828,592 -5,406,664 -2,990,882 Cash and cash equivalents at beginning of period 12,737,891 24,225,086 13,396,494 16,387,375 Cash and cash equivalents at end of period 7,989,830 13,396,494 7,989,830 13,396,494
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STATEMENT OF CHANGES IN EQUITY (FAS, EUR) Subscribed capital Reserve for invested unrestricted equity Retained earnings Total Equity July 1, 2025 80,000 51,409,984 -33,924,402 17,565,582 Execution of option rights 70,527 70,527 Profit (loss) for the period -6,127,724 -6,127,724 Equity December 31, 2025 80,000 51,480,511 -40,052,126 11,508,386 Equity July 1, 2024 2,500 51,408,623 -23,259,424 28,151,699 Increase in share capital 77,500 -77,500 0 Execution of option rights 63 498 63 Profit (loss) for the period -5,275,098 -5,275,098 Equity December 31, 2024 80,000 51,394,621 -28,534,522 22,940,099 Subscribed capital Reserve for invested unrestricted equity Retained earnings Total Equity January 1, 2025 80,000 51,394,621 -28,534,522 22,940,099 Execution of option rights 85,891 85,891 Profit (loss) for the period -11,517,603 -11,517,603 Equity December 31, 2025 80,000 51,480,459 -40,052,126 11,508,386 Equity January 1, 2024 2,500 42,631,977 -17,512,872 25,121,605 Increase in share capital 77,500 -77,500 0 Issuance of share capital 8,769,086 8,769,086 Execution of option rights 71,057 71,057 Profit (loss) for the period -11,021,650 -11,021,650 Equity December 31, 2024 80,000 51,394,620 -28,534,522 22,940,098
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Off-balance sheet commitments Guarantees given and off-balance sheet commitments and pension liabilities Guarantees given by type The amount of the debt or the guarantee with less value than debt 31st December 2025 (EUR thousand) Financial loans 12,225.0 Rental guarantees 576.7 Rental mortgages 46.8 Business mortgage 21,200.0 Guarantees Other 6,750.0 480.3 Rental liabilities v. 2025-2043 excl. VAT Rental liabilities for the properties 22,646.5 Financial leasing 94.0 At the end of the financial year, unaudited grant settlements include a possible repayment liability corresponding to the amount of the grant received of EUR 24,556,108. The company is obliged to review the VAT deductions made on a real estate investment completed in 2023 if the taxable use of the property decreases during the review period. The last review year will be 2032. The maximum amount of the liability is EUR 672,000.
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Definitions and calculation formulas for key indicators Indicator Definition or calculation formula Operating profit (EBIT) = Net sales + other operating income – materials and services – personnel expenses – other operating expenses – depreciation and impairment Equity ratio, % = Equity at the end of the period + appropriations / (Balance sheet total at the end of the period – Advances received at the end of the period) x 100 Net debt (- cash) / equity + voluntary provisions + appropriations + equity loans Net gearing, % = Earnings (Loss) per share = Profit (loss) for the period / average amount of shares during the period Order book = Value of undelivered orders at the end of the company's financial period, calculated as: Order book at the beginning of the period + New orders − Delivered orders.