Earnings release
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1 • C SHOWROOMPRIVÉ PUBLISHES AN ADJUSTMENT TO ITS 2024 ANNUAL RESULTS AND ANNOUNCES ITS 2025 REVENUE • 2024 consolidated results approved by the Board of Directors: o Gross Merchandise Volume (GMV)1 remained stable in 2024, once again reaching €1 billion; 2024 revenue was close to €650 million (unchanged from the March 13, 2025 press release) o EBITDA2 remains positive at €2.3 million despite logistics reorganization (unchanged from the March 13, 2025 press release) o Net income stands at approximately -€133 million, due to non-recurring items It should be noted that the 2024 annual results were published on March 13, 2025; in the following months, the Group saw a sharp decline in business volume in the first quarter of 2025 and exercised its option to purchase part of the remaining capital of The Bradery. The impact of this situation on the financial statements necessitated the postponement of the publication of the 2024 universal registration document (including the 2024 annual financial report). At the same time, the Group announced a strategic review. • 2025 and Q4 2025 revenue o 11% decline in 2025 gross merchandise volume (GMV) including tax and 14% decline in revenue o During the 4th quarter, GMV declined by 11% and revenue by 17%. o Confirmation of the strength of the Marketplace with +50% growth in business volume in 2025 La Plaine Saint Denis, France, January 23, 2026, 6:00 p.m. CET – Showroomprivé (SRP Group), a European group specializing in event -driven sales, has published its results for the financial year ended December 31, 2024, as well as its revenue for 2025 and Q4 2025, as approved by the Board of Directors today. The 2024 results correct those published on March 13, 2025. David Dayan, Chairman and CEO of Showroomprivé, said: "In a particularly volatile and uncertain economic environment for the event sales sector, we are continuing our efforts to adapt our model, strengthen our growth drivers, and optimize our operational efficiency. We are starting the 2026 financial year by remaining true to our DNA and accelerating the transformation of our activities for the benefit of all our stakeholders." 1 Gross merchandise volume ("GMV") represents, including all taxes, the total amount of the transaction invoiced and therefore includes gross Internet sales, including sales on the Marketplace, other services, and other revenues. 2 EBITDA before goodwill impairment and revaluation of future acquisition debt; The Bradery contributes €5.7 million to this EBITDA. PRESS RELEASE January 23, 2026
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2 2024 FINANCIAL STATEMENT ADJUSTMENT: SHOWROOMPRIVÉ ACHIEVES €1 BILLION IN REVENUE AND POSTS A NET LOSS OF €133 MILLION Key figures for 20243 (€ million) 2023 2024 (reported 03/25) 2024 (final) Percentage change GMV 1,004.7 999.2 999.2 -0.55% Net sales 677.2 646.5 646.5 -4.53% Total Internet revenue 665.2 636.8 636.8 -4.27% Of which international 129 142.2 142.2 10.23% Gross margin 258.8 238.0 238.0 -8.04% Gross margin as a percentage of revenue 38.2 36.8 36.8 - 140Bps Operating expenses 250.7 252.0 252.0 0.52% As a % of revenue 37.0 39.0 39.0 +196Bps EBITDA 23.6 2.3 2.3 -90.38% Current operating income 8.1 -13.9 -13.9 n.m Other operating income and expenses -7.0 -22.2 -109.1 n. Operating income 1.2 -36.1 -123.0 n. Cost of financial debt -1.9 -2.1 -2.1 n. Earnings before taxes 1.0 -37.3 -124.2 n. Income taxes -0.5 -2.4 -9.1 n.m Net income 0.5 -39.7 -133.3 n.m The Group has restated its 2024 consolidated financial statements, which now show: - EBITDA unchanged from that presented in the press release of March 13, 2025, at €2.3 million; - Net income now stands at -€133.3 million (a deterioration of €93.6 million compared to that presented in the press release dated March 13, 2025). The reasons for this deterioration are explained in detail on page 3 of this press release in the section on other operating income and expenses. The 2024 results include The Bradery, whose stake held by the Company was sold on December 19, 2025. This deterioration in net income is due to three adjustments: - A goodwill impairment loss of €85.1 million, bringing its net value to €44.8 million; this impairment was calculated taking into account an update of the Group's financial performance, both for 2025 and over a multi-year horizon through the development of its activities and a return to profitability; it also results from an adjustment to the parameters used to calculate value using the DCF method (in particular, an increase in the discount rate to reflect uncertainties and limited visibility on the Group's outlook); - A write-down of deferred tax assets on tax loss carryforwards in the amount of €6.7 million; - The impairment of an advance made at the end of 2024 for an impact on net income of €1.8 million , following the signing of a settlement agreement between the Group and a consulting firm in October 2025. These 2024 consolidated financial statements have been prepared on a going concern basis. 3 The SRP Group Board of Directors met and approved the consolidated financial statements for the 2024 financial year. The audit procedures on the consolidated financial statements have been carried out. The audit report will be issued after the specific checks required by law and regulations have been completed.
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3 Below are the items already disclosed in the press release published on March 13, 2025, on the occasion of the first closing of the 2024 consolidated financial statements, updated where necessary. In accordance with the press release dated March 13, 2025: • In 2024, Showroomprivé's gross merchandise value (GMV) remained close to €1 billion at €999.2 million, down slightly by 0.5% compared to fiscal year 2023, in an e-commerce market where the recovery was hampered by political uncertainty and increased competition with the development of ultra-fast fashion platforms in France. Revenue for 2024 came in at €646.5 million, down 4.5%. The positive momentum of growth drivers was not enough to fully offset the impact of a sluggish economy and lower traffic. • As in recent semesters, the trend differed between the core event sales business, which suffered from a deteriorating environment with a stagnant fashion market and a 2% decline in home goods4 , and the growth drivers, such as The Bradery, Marketplace and Voyages, which outperformed and continue to grow within the business portfolio, representing more than 22% of the Group's total business volume. • Faced with this situation, Showroomprivé undertook to revitalize its core business by investing in its pricing policy to meet customer expectations. This decision enabled the Group to resume sustained commercial growth during Black Friday week and to maintain its market share while clearing out old stock. However, these bold decisions weighed on the gross margin achieved during the year, resulting in zero contribution from second-half sales to profitability. At the same time, Showroomprivé continued to strictly control costs, with tight management of its marketing budget and structural expenses, despite inflation-related increases, enabling it to keep operating expenses relatively stable and leading to positive EBITDA of €2.3 million in 2024. • After depreciation , amortization, and provisions , operating income before non -recurring expenses amounted to -€13.9 million. Compared to the indicators published on March 13, 2025, the Other operating income and expenses now amount to -€109.1 million, impacted by: - The revaluation (already included in the financial statements presented on March 13, 2025) of the commitment to buy back the shares of The Bradery's founders (-€22.7 million); - The impairment of consolidated goodwill in the amount of €-85.1 million; - The impairment of deferred tax assets on tax loss carryforwards in the amount of -€6.7 million; - The impairment of an advance made at the end of 2024 (-€1.8 million). • The cost of financial debt rose to -€2.1 million in a context of rising interest rates. The Group recorded a tax expense of -€9.1 million (including the impact of the impairment of deferred tax assets of -€6.7 million). • After taking these non-recurring items into account, the Group's net income was very strongly negative at -€133.3 million. As already announced on March 13, 2025, cash flow generated by operations amounted to €14.2 million in 2024, compared with €10.4 million in 2023, with the impact of the decline in earnings mitigated by a favorable change in working capital requirements thanks to proactive inventory management. Taking into account the significant investments made in the transformation, the deployment of the ACE roadmap and the repayment of financial debt, the change in cash flow amounted to -€24.5 million for the financial year, bringing available cash to €46 million. The Group retains a positive net cash position of €9.3 million (including cash and cash equivalents: +€46.0 million; borrowings and financial debt: -€23.9 million; bank loans and credit facilities: -€12.8 million) and shareholders' equity stands at €69.2 million. 4 Source: Fevad, Review of e-commerce in France in 2024
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4 ANNOUNCEMENT OF 2025 AND Q4 2025 REVENUE BUSINESS Revenue details (€ million) 2024 2025 Change 25/24 Q4 2024 Q4 2025 Change 25/24 in in % Business volume (GMV) 999.2 892.8 -10.7% 296.2 262.3 -11.5% Internet revenue in France 494.6 429.1 -13.2% 155.5 130.4 -16.2% International Internet revenue 142.2 118.2 -16.9% 41.3 33.4 -19.0% Total Internet revenue 636.8 547.3 -14.0% 196.7 163.8 -16.8% Other income 9.7 11.6 19.1% 3.0 2.8 -4.5% Net sales 646.5 558.9 -13.6% 199.7 166.6 -16.6% As The Bradery was sold to its founders on December 19, 2025, The Bradery's business volume and revenue for 2025 were consolidated by the Group for the period from January 1, 2025 to December 19, 2025. Showroomprivé achieved a business volume (GMV) of €892.8 million over the twelve months of its 2025 financial year, down -10.7% compared to the corresponding period in 2024. Revenue was also down -13.6% compared to 2024. In the 4th quarter of 2025, gross merchandise volume amounted to €262.3 million, down -11.5% compared to the 4th quarter of 2024, and revenue amounted to €166.6 million, down -16.6%. Among event-driven retailers, Showroomprivé consolidated its market share at 16.2% in the 4th quarter5 . The event-driven retail market remains under increasing pressure due to the arrival of new players and changing consumer habits. Low-cost international platforms are strengthening their position and intensifying competition. At the same time, the second-hand market continues to grow and capture market share, continuing to profoundly transform purchasing behavior, particularly in fashion. In its traditional businesses, the Group saw an overall decline in GMV during the fourth quarter: • The Fashion division, with a 20.3% decline in GMV, was the most affected, particularly in the sports and men's ready -to-wear sectors ( -23%), Italy ( -25%), and lingerie ( -48%). In response to this situation, the Group has focused on strengthening and renewing its sales teams, which will be at full capacity in early 2026. • The Home segment was also affected, with a decline of -20.2%; the toy (-39%), household appliances (- 30%) and food (-26%) categories saw the sharpest declines in activity. • With a decline of 26.7% over the period, the Beauty division recorded the sharpest drop in activity. SRP Services continued the growth it had seen since the end of 2024 in the fourth quarter, with the development of retail media replacing trade marketing6 and continued very active marketing of available media space. Beauté Privée : the migration to Shopify in July 2025 generated commercial tension (difficulties reconnecting former customers, KPIs to be developed); the actions launched in the IT and Commerce areas should bear fruit in early 2026. The Group's growth drivers posted mixed performances. 5 Source: Fox Intelligence Retail (excluding The Bradery) 6 Trade marketing refers to all the actions implemented by Showroomprivé and its partner brand to optimize sales on the site by better promoting products.
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5 The Marketplace (GMV +50.4%) has continued to grow since its launch in Belgium, Portugal, and Spain in 2024, with these countries contributing 13% to its growth in 2025. The Travel & Leisure business (GMV -18.2%) was penalized by the decline in traffic on the site and a reduction in the offering from certain major players in the sector. The Bradery (the Company's stake in which was sold on December 19, 2025) contributed the following to the Group's consolidated total: • For the year 2025: GMV of €104.5 million, up 15.3%, and net sales of €72.2 million, up 15.6%. • In the 4th quarter: GMV of €31.5 million, up 8.0%, and net sales of €21.9 million, up 4.8% Without the contribution from The Bradery, the Group's consolidated net revenue for 2025 would reach €486.7 million. Quarterly business performance (€ million) Q1 Q2 Q3 Q4 FY Business volume (GMV) 2025 213.2 226.5 190.8 262.3 892.8 2024 247.3 251.5 204.2 296.2 999.2 var 25/24 (%) -14% -10% -7% -11% -11% Net sales 2025 127.5 148.1 116.7 166.6 558.9 2024 152.6 165.5 128.7 199.7 646.5 var 25/24 (%) -16% -11% -9% -17% -14% Regarding The Bradery's contribution to the Group: • GMV: 17% in Q1 to €22.6 million; 19% in Q2 to €28.7 million; 21% in Q3 to €21.7 million; 8% in Q4 to €31.5 million • Net sales: 17% in Q1 to €15.8 million ; 20% in Q2 to €19.9 million; 27% in Q3 to €14.7 million; 5% in Q4 to €21.9 million For the Group as a whole, the change in activity between 2025 and 2024 over the four quarters is mixed: • For GMV, change of -14% in Q1 / -10% in Q2 / -7% in Q3 / -11% in Q4 • For net revenue, change of -16% in Q1 / -11% in Q2 / -9% in Q3 / -17% in Q4 KEY PERFORMANCE INDICATORS 2024 2025 Var 25/24 in Business volume (GMV) (millions of €) 999.2 892.8 -10.7% New buyers* (in millions) 1.0 0.8 -23.5% Buyers** (in millions) 3.6 3.6 -1.6% of which loyal buyers*** 2.6 2.5 -5.9% As a % of total buyers 73% 70% -3pts Number of orders (in millions) 12.1 9.5 -21.1% GMV per buyer (€) 275.8 250.4 -9.2% Average number of orders per buyer 3.3 2.7 -19.8% Average basket size (€) 82.8 93.7 13.2% * All buyers who have made at least one purchase on the Group's platforms since its launch ** Members who placed at least one order during the year *** Members who placed at least one order during the year and at least one order in previous years
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6 The Group attracted 272,000 new first -time buyers in the 4th quarter. The rate of repeat buyers fell to 63%. The number of orders declined by 21.1%, which was partially offset by an increase in the average basket size (+13.2%). The Bradery posted the following results for 2025 vs. 2024: • a 27% increase in the number of orders to 909,000 • a decrease in the average basket size of 9% to €115. UPCOMING INFORMATION Publication of the 2024 URD and notice of the AGM for the 2024 financial year: February 12, 2026 Publication of 2025 annual results: March 25, 2026 FORWARD-LOOKING STATEMENTS This press release contains only summary information and is not intended to be detailed. This press release may contain forward -looking information and statements relating to the Group and its subsidiaries. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations for future operations, future products and services, and statements regarding future performance. Forward -looking statements can be identified by the words "believe," "anticipate," "objective," or similar expressions. Although the Group believ es that the expectations reflected in such forward-looking statements are reasonable, investors and shareholders of the Group are cautioned that forward -looking information and statements are subject to numerous risks and uncertainties, many of which are d ifficult to predict and generally beyond the Group's control, which could cause actual results and events to differ materially and adversely from those communicated, implied or indicated by such forward -looking information and statements. These risks and u ncertainties include those discussed or identified in documents filed or to be filed with the Autorité des marchés financiers by the Group (in particular those detailed in Chapter 3 of the Company's reference document). The Group undertakes no obligation to publish updates to forward -looking information, whether as a result of new information, future events or otherwise. ABOUT SHOWROOMPRIVÉ Showroomprivé is an innovative European online event -driven retailer specializing in fashion. Showroomprivé offers a daily selection of more than 3,000 partner brands on its mobile apps and website in France and six other countries. Since its creation in 2 006, the company has experienced rapid growth. Listed on the Euronext Paris market (code: SRP), Showroomprivé achieved a gross turnover including tax of nearly €1 billion in 2024, and a net turnover of €650 million. The Group is led by founder David Dayan and employs more than 1,100 people. For more information: http://showroomprivegroup.com CONTACTS Showroomprivé NewCap Benoît Jacheet, Group Chief Financial Officer investor.relations@showroomprive.net Financial Communications Thomas Grojean, Louis-Victor Delouvrier Anthony Alfont Relations.presse@showroomprive.net Financial media relations Gaelle Fromaigeat, Nicolas Merigeau showroomprive@newcap.eu
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7 APPENDICES – ADJUSTED FINANCIAL DATA INCOME STATEMENT (€ thousands) 2023 2024 Change Net sales 677,164 646,456 -4.53% Cost of goods -418,317 -408,431 -2.36% Gross margin 258,847 238,025 -8.04% Gross margin as a percentage of revenue 38.20 36.80 - 140Bps Marketing1 -27,721 -27,776 0.20% as a % of revenue 4.10 4.30 +20Bps Logistics and order processing -152,029 -148,729 -2.17% as a % of revenue 22.50 23.00 +50Bps General and administrative expenses -70,956 -75,454 6.34% as a % of revenue 10.50 11.70 +120Bps Total operating expenses -250,706 -251,959 0.50% as a % of revenue 37.00 39.00 +200Bps Current operating income 8,140 -13,934 Other operating income and expenses -6,958 -109,109 Operating income 1,182 -123,043 Cost of financial debt -1,903 -2,083 Other financial income and expenses 1,710 959 Profit before tax 989 -124,167 Income taxes -497 -9,122 Net income 492 -133,289 EBITDA* 23,627 2,274 EBITDA as a percentage of revenue 3.50 0.40 * The Bradery's contribution to Group EBITDA in 2024 amounts to €5,676k
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8 PERFORMANCE INDICATORS 2023 2024 Change CUSTOMER INDICATORS New Buyers (in thousands) 1,073 1,030 -4.0% France 867 816 -5.9% International 206 214 4.1% Buyers (in thousands) 3,979 3,890 -2.2% France 3,309 3,186 -3.7% International 670 704 5.1% GMV per buyer (€) 252 257 +2.0% France 248 251 1.2% International 271 283 4.6% ORDERS Number of orders (in thousands) 12,611 12,072 -4.3% France 9,881 9,120 -7.7% International 2,731 2,952 8.1% Average number of orders per buyer 3.2 3.1 -2.1% France 3.0 2.9 -4.1% International 4.1 4.2 2.8% Average basket size (€) 79.5 82.8 +4.2% France 83.1 87.7 5.6% International 66.5 67.6 1.7%
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9 BALANCE SHEET (thousands of €) 12/31/2023 12/31/2024 NON-CURRENT ASSETS Goodwill 129,912 44,812 Other intangible assets 53,184 54,477 Property, plant, and equipment 24,729 40,801 Other non-current assets 6,660 3,729 Total non-current assets 214,485 143,819 CURRENT ASSETS Inventories and work in progress 89,921 72,275 Trade receivables and related accounts 25,546 29,095 Tax receivables 668 453 Other current assets 31,730 27,793 Cash and cash equivalents 70,574 46,043 Total current assets 218,439 175,659 Total assets 432,923 319,478 Total shareholders' equity 202,807 69,240 Borrowings and financial liabilities 26,692 23,945 Commitments to employees 874 1,078 Other provisions 388 170 Deferred taxes - 4,419 Other long-term liabilities - 9,639 Total non-current liabilities 27,954 39,251 Bank loans and overdrafts (< 1 year) 15,656 12,832 Suppliers and related accounts 136,020 132,804 Other current liabilities 50,486 65,349 Total current liabilities 202,162 210,985 Total liabilities 230,116 250,236 Total liabilities and equity 432,923 319,478
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10 CASH FLOWS (thousands of €) 2023 2024 Consolidated net income 492 -133,289 Adjustments and other items 14,589 100,708 Cash flow from operations 15,081 -32,581 Elimination of tax expense (income) 497 9,122 Elimination of net financial debt cost 1,900 2,083 Impact of change in working capital requirements -9,374 35,928 Cash flow from operating activities before tax 8,104 14,552 Taxes paid 2,339 -314 Cash flow from operating activities 10,443 14,238 Impact of changes in scope - - Acquisition of tangible and intangible fixed assets -9,020 -22,852 Acquisition (disposal) of financial assets -100 - Change in loans and advances granted -310 144 Disposal of tangible and intangible fixed assets 242 - Other cash flows related to investing activities 1,710 45 Cash flows related to investing activities -7,478 -22,683 Capital increase - - Net sale (acquisition) of treasury shares -446 -174 Issuance of loans - - Repayment of loans -13,519 -13,911 Net interest paid and other -1,900 -2,028 Cash flows from financing activities -15,866 -16,112 Impact of exchange rate fluctuations -4 26 Change in cash and cash equivalents -12,903 -24,531 Opening cash balance 83,477 70,574 Closing cash balance 70,574 46,043
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11 EBITDA RECONCILIATION (€ thousands) 2023 2024 Net income 492 -133,289 Amortization of intangible assets recognized in a business combination 1,617 459 Depreciation and impairment of fixed assets 13,869 100 Of which impairment of consolidated goodwill 0 85,100 Of which depreciation in logistics and order processing 4,305 4,959 Of which depreciation in general and administrative expenses 9,564 10,790 Other financial income and expenses 5,248 23,050 Cost of financial debt 1,903 2,083 Income tax 497 9,122 EBITDA* 23,627 2,274 * The Bradery's contribution to Group EBITDA in 2024 amounts to €5,676k RECONCILIATION OF GMV (in thousands of euros) 2023 2024 Gross Internet sales 965,543 965,310 VAT -166,956 -158,695 Impact on revenue recognition -160,581 -194,007 Non-Internet sales & Other 39,158 33,851 IFRS net revenue 677,164 646,459 (thousands of euros) 2023 2024 Gross internet sales 965,543 965,310 Other services and other income 39,158 33,851 Gross Merchandise Volume 1,004,702 999,161