Interim report
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3 ISSUER INFORMATION ________________________________ ________ 4 KEY FINANCIAL HIGHLIGHTS ________________________________ ___ 5 H1 2026 RESULTS ANALYSIS ________________________________ ____ 6 MAIN FINANCIAL RATIOS ________________________________ _____ 12 SIGNIFICANT EVENTS IN H1 2026 & AFTER CLOSING OF THE REPORTING PERIOD ________________________________ ___________________ 14 ABOUT SPHERA FRANCHISE GROUP _____________________________ 17 OUTLOOK AND RISKS REGARDING H2 2026 _______________________ 21 DECLARATION FROM THE MANAGEMENT __________________________ 24 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) _____ 25 TABLE OF CONTENTS The interim condensed consolidated financial statements presented on the following pages are prepared in accordance with International Financial Reporting Standards, as adopted by European Union (“IFRS”). The interim condensed consolidated financial statements as of June 30th, 2026 are unaudited. The financial figures presented in the descriptive part of the report that are expressed in million RON are rounded off to the nearest integer. This may result in small reconciliation differences. NOTE: As of January 1st, 2019, Sphera Franchise Group applies IFRS 16 “Leases” standard that sets out the principles for the recognition, measurement, presentation, and disclosure of leases. When analyzing the performance of the Group, the management’s focus is on the financial results that exclude the impact of IFRS 16. Therefore, the basis for the financial analysis on the following pages are the results excluding IFRS 16. Nonetheless, for most of the tables included in this report are provided financial results both including, as well as excluding the impact of IFRS 16.
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4 ISSUER INFORMATION INFORMATION ABOUT THIS FINANCIAL REPORT Type of report Half-year Report for H1 For financial period 01.01.2026 – 30.06.2026 Date of publishing 31.08.2026 According to Annex 14 of ASF Regulation 5/2018 ISSUER INFORMATION Issuer’s name Sphera Franchise Group S.A. Fiscal code RO 37586457 Trade registry number J2017007126404 Registered office Calea Dorobantilor nr. 239, 2nd floor, Bucharest sector 1 INFORMATION ABOUT FINANCIAL INSTRUMENTS Subscribed and paid-up share capital RON 580,101,930 Market on which the securities are traded Bucharest Stock Exchange, Main Segment, Premium Category Total number of shares 38,673,462 Symbol SFG CONTACT DETAILS FOR INVESTORS Phone / Fax +40 21 201 17 57 / +40 21 201 17 59 E-mail investor.relations@spheragroup.com Website www.spheragroup.com
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5 KEY FINANCIAL HIGHLIGHTS
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6 H1 2026 RESULTS ANALYSIS Sphera Franchise Group generated restaurant sales of RON 376.6 million in Q2 2026, representing a 1.6% YoY decrease, reflecting a more cautious consumer environment across the Group's markets, particularly in Romania, where consumer sentiment remained subd ued amid the political uncertainty surrounding the interim government and the evolving fiscal environment. Nevertheless, the Group maintained a resilient performance, with H1 2026 restaurant sales increasing by 1.2% YoY, supported by the contribution of restaurants opened over the last twelve months, particularly under the Taco Bell brand, as well as the continued expansion of the full restaurant network. Romania remained the Group's largest market, generating RON 322.1 million in restaurant sales during Q2 2026, representing a 1.6% YoY decrease, while delivering a 1.5% growth in H1 2026. Italy contributed RON 44.7 million in Q2 2026, down 7.6% YoY, reflecting softer market conditions and the impact of the closings (Verona Piazza delle Erbe and Bari Central Station ). The Republic of Moldova recorded the strongest growth within the Group, with restaurant sales increasing by 43.9% YoY to RON 9.8 million for Q2 2026, supported by the contribution of newly opened restaurants and the reopening of the relocated Chisinau MallDova restaurant, early in Q2 2026. Consequently, Romania accounted for 85.5% of total restaurant sales in Q2 2026, Italy for 11.9%, and the Republic of Moldova for 2.6%. By brand, KFC generated RON 323.1 million in restaurant sales during Q2 2026, representing a 2.2% YoY decrease, reflecting softer consumer demand across the Group's key markets while continuing to represent the Group's core business. Pizza Hut contributed RON 23.7 million, down 9.5% YoY, as the brand continued to operate in a challenging casual dinin g environment while advancing the optimization of its restaurant network. Taco Bell remained the fastest-growing established brand within the Group's portfolio, increasing sales by 10.4% YoY to RON 28.7 million, supported by the contribution of restaurants opened over the last twelve months. Cioccolatitaliani generated RON 1.1 million in restaurant sales during the quarter, reflecting the continued ramp-up of the concept following the opening of its second location in Italy. In line with past brand performance trends, Taco Bell continued to increase its contribution to the Group's turnover, supported by the expansion of its restaurant network, while KFC remained the dominant revenue generator across the portfolio. Consequently, in Q2 2026, KFC accounted for 85.8% of total restaurant sales, Taco Bell for 7.6%, Pizza Hut for 6.3%, while Cioccolatitaliani represented 0.3% of total restaurant sales, reflecting the early stage of development of the brand. 1 Following the opening of the Taco Bell restaurant in the Republic of Moldova in Q2 2026, the figures presented in this table have been adjusted to reflect Taco Bell brand performance. In the financial statements, the related sales are reported within USFN Moldova; therefore, the figures presented in the table above differ from the standalone indicators of USFN MD presented in the breakdown by Group companies. In Q2 2026, restaurant expenses decreased by 3.2% YoY, to RON 344.6 million, outpacing the decline in restaurant sales. As a result, restaurant expenses represented 91.5% of restaurant sales, improving by 1.5 percentage points compared to Q2 2025. The improvement reflected disciplined cost management across most operating expense categories, despite continued investments in marketing and brand visibility. Food and material costs decreased by 6.3% YoY, to RON 114.5 million, while improving as a share of sales by 1.5 percentage points, to 30.4%, reflecting continued procurement optimization. Payroll and employee benefits declined by 2.8% YoY, to RON 92.1 mill ion, with the corresponding share of sales improving by 0.3 percentage points, to 24.4%, supported by ongoing operational efficiency measures. Rent expenses Data in RON ‘000 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 Δ Q2 2026 /2025 Δ H1 2026 /2025 Romania 311,079 327,447 346,626 361,014 326,102 322,050 -1.6% 1.5% Italy 44,736 48,362 52,205 51,121 45,619 44,709 -7.6% -3.0% Rep. Moldova 6,772 6,813 7,070 7,680 6,230 9,803 43.9% 18.0% Total sales 362,587 382,622 405,901 419,816 377,951 376,561 -1.6% 1.2% Data in RON ‘000 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 Δ Q2 2026 /2025 Δ H1 2026 /2025 KFC1 311,314 330,430 352,853 362,035 324,306 323,077 -2.2% 0.9% Pizza Hut 27,172 26,183 25,301 28,120 26,307 23,690 -9.5% -6.3% Taco Bell 24,110 25,959 27,229 29,446 27,060 28,668 10.4% 11.3% Ciocolatitaliani - 52 494 250 279 1,134 - -
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7 increased by 2.1% YoY, to RON 28.3 million, mainly reflecting the contribution of restaurants opened over the last twelve months and contractual lease indexation. Royalties remained broadly stable at RON 22.6 million, accounting for 6.0% of restaurant sale s, and noting a slight YoY decrease in line with the sales evolution for the period. Advertising expenses increased by 20.0% YoY, to RON 22.8 million, as the Group continued to invest in brand visibility and promotional campaigns. At the same time, other operating expenses declined by 4.3% YoY, to RON 51.4 million, improving by 0.4 percentage points as a share of sales. Depreciation and amortization decreased by 16.8% YoY, to RON 12.9 million, however excluding the normalized items of RON 3.5 million from Q2 2025, it increased by 7% due to network expansion. As a result of the disciplined cost management, restaurant operating profit increased by 20.0% YoY, reaching RON 32.5 million, while the corresponding margin improved by 1.6 percentage points, to 8.6%. G&A expenses increased by 4.8% YoY, to RON 17.8 million, with operating profit increasing by 45.3% YoY, to RON 14.7 million, with the operating margin improving to 3.9%, compared to 2.6% in Q2 2025. Net finance costs increased during the quarter, mainly due to FX losses generated by unfavorable evolution of the exchange rates. Nevertheless, profit before tax increased by 49.3% YoY, reaching RON 11.4 million, while profit for the period rose by 70.6% YoY, to RON 8.1 million. Excluding one-off items recorded in the comparable period of 2025, normalized net profit saw a 17.4% YoY decrease. At the same time, normalized EBITDA increased by 1.6% YoY, to RON 28.4 million, while the corresponding margin improved to 7.5%, compared to 7.3% in Q2 2025. Summary of Interim Consolidated Financial Statements for Q2 (excluding IFRS 16 Impact) Data in RON’000 Q2’26 Q2’25 Y/Y % 2026 / 2025 % of Sales Q2’26 Q2’25 Δ pp Restaurant sales 376,561 382,622 -1.6% Other restaurant income 544 339 60.4% Restaurant expenses 344,596 355,862 -3.2% 91.5% 93.0% -1.5% Food and material 114,474 122,106 -6.3% 30.4% 31.9% -1.5% Payroll and employee benefits 92,069 94,709 -2.8% 24.4% 24.8% -0.3% Rent 28,321 27,729 2.1% 7.5% 7.2% 0.3% Royalties 22,589 23,061 -2.0% 6.0% 6.0% 0.0% Advertising 22,760 18,961 20.0% 6.0% 5.0% 1.1% Other operating expenses 51,448 53,740 -4.3% 13.7% 14.0% -0.4% Depreciation and amortization 12,936 15,556 -16.8% 3.4% 4.1% -0.6% Restaurant operating profit 32,509 27,099 20.0% 8.6% 7.1% 1.6% General & Admin expenses 17,782 16,967 4.8% 4.7% 4.4% 0.3% Operating profit 14,727 10,132 45.3% 3.9% 2.6% 1.3% Finance costs 3,600 2,752 30.8% 1.0% 0.7% 0.2% Finance income 256 242 5.8% 0.1% 0.1% 0.0% Profit before tax 11,383 7,623 49.3% 3.0% 2.0% 1.0% Income tax expense 3,245 2,853 13.7% 0.9% 0.7% 0.1% Profit for the period 8,138 4,770 70.6% 2.2% 1.2% 0.9% Normalized1 profit for the period 8,138 9,849 -17.4% 2.2% 2.6% -0.4% EBITDA 28,420 26,364 7.8% 7.5% 6.9% 0.7% Normalized EBITDA1 28,420 27,982 1.6% 7.5% 7.3% 0.2% 1 EBITDA was normalized for Q2 2025 to exclude one-off items: redundancies and related costs linked to the closing of KFC Bari (RON 1.6m). Profit was normalized for Q2 2025 to exclude one -off items: redundancies and related costs linked to the closing of KFC Italy Bari (RON 1.6m), impairment of non -recoverable non- current assets related to the relocation of KFC IS Palas Drive to a new zone as a part of landlord redesign project of the commercial area (RON 1.2m), and impairment of non -recoverable assets linked to the closing of KFC Italy Bari (RON 2.3m). Total normalized items amounted to RON 5.1m . There were no normalization items registered in Q2 2026. At the level of the first six months of 2026, Sphera Franchise Group generated restaurant sales of RON 754.5 million, representing a 1.2% YoY increase, while other restaurant income amounted to RON 1.4 million. Sales growth was supported by the contributio n of newly opened restaurants, particularly under the Taco Bell brand, as well as the resilient performance of the Romanian market during the first half of the year, despite a softer consumer environment experienced in the second quarter. Romania remained the Group's largest market, generating RON 648.2 million, representing 85.9% of total restaurant sales and an increase of 1.5% YoY. Italy contributed RON 90.3 million, accounting for 12.0% of total restaurant sales, reflecting a 3.0% YoY decrease, while the Republic of Moldova generated RON 16.0
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8 million, representing 2.1% of total restaurant sales and recording the strongest growth within the Group, with restaurant sales increasing by 18.0% YoY. By brand, KFC generated RON 647.4 million, representing 85.8% of total restaurant sales and an increase of 0.9% YoY. Pizza Hut contributed RON 50.0 million, reflecting a 6.3% YoY decrease, as the brand continued the optimization of its restaurant network. Taco Bell remained the fastest -growing established brand within the Group's portfolio, generating RON 55.7 million, up 11.3% YoY, supported by the contribution of restaurants opened over the last twelve months. Cioccolatitaliani contributed RON 1.4 million, reflecting the continued development of the concept following the opening of the second location in Italy. Restaurant expenses increased by 0.9% YoY, to RON 698.1 million, below the pace of restaurant sales growth. Consequently, restaurant expenses represented 92.5% of restaurant sales, improving by 0.3 percentage points compared to H1 2025, reflecting continue d operational discipline and effective cost management across the business. Food and material costs decreased by 1.7% YoY, to RON 233.3 million, while improving as a share of restaurant sales by 0.9 percentage points, to 30.9%, supported by procurement optimization initiatives. Payroll and employee benefits increased by 0.9% YoY, to RON 189.0 million, remaining broadly in line with the pace of restaurant sales growth, while their share of sales remained broadly stable at 25.1%. Rent expenses increased by 5.1% YoY, to RON 56.3 million, mainly reflecting the contribution of restauran ts opened over the last twelve months and the contractual indexation of lease agreements. Royalties increased in line with restaurant sales, reaching RON 45.2 million, while maintaining a stable share of 6.0% of restaurant sales. Advertising expenses increased by 23.5% YoY, to RON 43.4 million, as the Group continued to invest in brand visibility. At the same time, other operating expenses decreased by 1.3% YoY, to RON 105.2 million, improving by 0.4 percentage points as a share of restaurant sales. Depreciation and amortization decreased by 5.1% YoY, to RON 25.7 million, however excluding the normalized items in 2025, it increased 8.9% YoY due to network development. Summary of Interim Consolidated Financial Statements for H1 (excluding IFRS 16 Impact): Data in RON’000 H1-26 H1-25 Y/Y % % of Sales 2026/ 2025 H1-26 H1-25 Δ pp Restaurant sales 754,512 745,209 1.2% Other restaurant income 1,447 2,321 -37.7% Restaurant expenses 698,073 691,873 0.9% 92.5% 92.8% -0.3% Food and material 233,338 237,460 -1.7% 30.9% 31.9% -0.9% Payroll and employee benefits 189,026 187,425 0.9% 25.1% 25.2% -0.1% Rent 56,333 53,604 5.1% 7.5% 7.2% 0.3% Royalties 45,196 44,705 1.1% 6.0% 6.0% 0.0% Advertising 43,354 35,104 23.5% 5.7% 4.7% 1.0% Other operating expenses 105,158 106,540 -1.3% 13.9% 14.3% -0.4% Depreciation and amortization 25,669 27,036 -5.1% 3.4% 3.6% -0.2% Restaurant operating profit 57,886 55,656 4.0% 7.7% 7.5% 0.2% General & Admin expenses 32,473 33,004 -1.6% 4.3% 4.4% -0.1% Operating profit 25,413 22,652 12.2% 3.4% 3.0% 0.3% Finance costs 5,831 4,357 33.8% 0.8% 0.6% 0.2% Finance income 369 359 2.9% 0.0% 0.0% 0.0% Profit before tax 19,950 18,654 6.9% 2.6% 2.5% 0.1% Income tax expense 6,391 6,070 5.3% 0.8% 0.8% 0.0% Profit for the period 13,560 12,584 7.8% 1.8% 1.7% 0.1% Normalized2 profit for the period 13,674 17,664 -22.6% 1.8% 2.4% -0.6% EBITDA 52,401 51,213 2.3% 6.9% 6.9% 0.1% Normalized2 EBITDA 52,515 52,830 -0.6% 7.0% 7.1% -0.1% 1 EBITDA and net profit were normalized for H1 2026 to exclude one-off costs related to restaurant closures, recorded within other operating expenses at the level of ARS. Total normalization items in H1 2026 amounted to RON 0.1m. EBITDA was normalized for H1 2025 to exclude one -off items: redundancies and related costs linked to the closing of KFC Bari (RON 1.6m). Profit was normalized for H1 2025 to exclude one-off items: redundancies and related costs linked to the closing of KFC Italy Bari (RON 1.6m), impairment of non-recoverable non-current assets related to the relocation of KFC IS Palas Drive to a new zone as a part of landlord redesign project of the commercial area (RON 1.2m), and impairment of non-recoverable assets linked to the closing of KFC Italy Bari (RON 2.3m). Total normalized items amounted to RON 5.1m.
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9 Summary of Interim Consolidated Financial Statements for H1 – with and without IFRS 16 impact Data in RON’000 H1 2026 H1 2026 H1 2025 H1 2025 Change (%) 1 2 1 2 2026/2025 (1) 2026/2025 (2) Restaurant sales 754,512 754,512 745,209 745,209 1.2% 1.2% Other restaurant income 1,447 1,447 2,321 2,321 -37.7% -37.7% Restaurant expenses 690,611 698,073 685,746 691,873 0.7% 0.9% Food and material 233,338 233,338 237,460 237,460 -1.7% -1.7% Payroll and employee benefits 189,026 189,026 187,425 187,425 0.9% 0.9% Rent 13,080 56,333 13,730 53,604 -4.7% 5.1% Royalties 45,196 45,196 44,705 44,705 1.1% 1.1% Advertising 43,354 43,354 35,104 35,104 23.5% 23.5% Other operating expenses 105,158 105,158 106,462 106,540 -1.2% -1.3% Depreciation and amortization 61,459 25,669 60,861 27,036 1.0% -5.1% Restaurant operating profit 65,348 57,886 61,783 55,656 5.8% 4.0% General & Admin expenses 31,929 32,473 32,586 33,004 -2.0% -1.6% Operating profit 33,419 25,413 29,198 22,652 14.5% 12.2% Finance costs 21,369 5,831 18,052 4,357 18.4% 33.8% Finance income 369 369 359 359 2.9% 2.9% Profit before tax 12,419 19,950 11,505 18,654 7.9% 6.9% Income tax expense 5,263 6,391 5,064 6,070 3.9% 5.3% Profit for the period 7,156 13,560 6,440 12,584 11.1% 7.8% Normalized3 profit for the period 7,270 13,674 11,520 17,664 -36.9% -22.6% EBITDA 97,732 52,401 93,155 51,213 4.9% 2.3% Normalized3 EBITDA 97,846 52,515 93,484 52,830 4.7% -0.6% Notes: (1) Including the impact of the adoption of IFRS 16; (2) Excluding the impact of the adoption of IFRS 16. 3 Same normalization items as described in footnote in table with Summary of Interim Consolidated Financial Statements for H1. Restaurant operating profit continued to be primarily generated by KFC Romania ("USFN Romania"), which recorded RON 55.4 million in H1 2026, representing an 18.3% YoY increase, supported by the resilient performance of the Romanian market and continued operational discipline. KFC Moldova ("USFN Moldova") contributed RON 2.3 million, increasing 21.4% YoY, primarily reflecting the contribution of newly opened restaurants and the continued expansion of the restaurant network. KFC Italy ("USFN Italy") generated a restaurant operating profit of RON 1.7 million, down 37.2% YoY, reflecting the softer operating environment in the Italian market. Taco Bell ("CFF") recorded a restaurant operating profit of RON 1.5 million in H1 2026, compared to RON 4.7 million in H1 2025, reflecting the continued expansion of the restaurant network and the ramp -up of recently opened restaurants. Pizza Hut ("ARS") r eported a restaurant operating loss of RON 1.9 million, compared to a restaurant operating loss of RON 0.3 million in H1 2025, as the Group continued the optimization of Pizza Hut restaurant network with the goal of bringing the brand to breakeven. Cioccolatitaliani ("CHOCO Italy") recorded a restaurant operating loss of RON 1.5 million during the first six months of 2026, reflecting the continued investment phase following the launch of the concept in Italy.
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10 Breakdown of Interim Consolidated Results by Group companies – H1 2026 (excluding IFRS 16 impact) Data in RON’000 USFN (RO) ARS USFN (MD) USFN (IT) CHOCO (IT) CFF HRC (Hard Rock Café) PAF (Pan Asian Food) SFG Cons. Adj. SFG Cons Restaurant sales 543,761 49,996 16,033 88,916 1,413 54,403 - - 19,384 (19,393) 754,512 Dividends revenue - - - - - - - - 69,157 (69,157) 0 Other restaurant income 1,728 123 - - - 41 - - - (446) 1,447 Restaurant expenses 490,069 51,987 13,684 87,222 2,944 52,935 - - - (767) 698,073 Food and material 171,054 13,450 5,332 25,197 479 17,827 - - - - 233,338 Payroll and employee benefits 131,921 15,346 3,237 23,813 1,109 13,599 - - - - 189,026 Rent 38,071 5,112 866 7,549 314 4,421 - - - - 56,333 Royalties 32,660 2,887 967 5,362 47 3,273 - - - - 45,196 Advertising 31,075 2,827 825 5,508 55 3,348 - - - (284) 43,354 Other operating expenses 68,982 10,932 2,028 14,734 667 8,225 - - - (410) 105,158 Depreciation 16,305 1,433 429 5,059 274 2,242 - - - (73) 25,669 Restaurant operating profit 55,420 (1,867) 2,349 1,693 (1,531) 1,509 - - 88,541 (88,228) 57,886 G&A expenses 17,272 3,202 472 6,532 431 2,285 164 9 21,121 (19,016) 32,473 Operating profit/(loss) 38,148 (5,070) 1,876 (4,839) (1,962) (776) (164) (9) 67,420 (69,213) 25,413 Finance costs 5,611 713 253 1,020 179 310 8 3 46 (2,311) 5,831 Finance income 1,762 2 - 95 - 0 0 - 820 (2,311) 369 Profit/(Loss) before tax 34,299 (5,781) 1,624 (5,763) (2,141) (1,086) (172) (12) 68,194 (69,213) 19,950 Income tax expense 6,124 - 221 106 (15) (46) - - - - 6,391 Profit/(Loss) for the period 28,176 (5,781) 1,403 (5,869) (2,126) (1,040) (172) (12) 68,194 (69,213) 13,560 Normalized1 Profit/(Loss) for the year 28,176 (5,667) 1,403 (5,869) (2,126) (1,040) (172) (12) 68,194 (69,213) 13,674 EBITDA 55,172 (3,491) 2,358 270 (1,684) 1,523 (163) (1) 67,708 (69,291) 52,401 Normalized1 EBITDA 55,172 (3,377) 2,358 270 (1,684) 1,523 (163) (1) 67,708 (69,291) 52,515 1Same normalization items as described in footnote in table with Summary of Interim Consolidated Financial Statements for H1. G&A expenses decreased by 1.6% YoY in H1 2026, to RON 32.5 million, reflecting the Group’s sustained focus with HQ overhead cost optimization. As a percentage of sales, G&A expenses improved by 0. 1 percentage points YoY, reaching 4.4% in H1 2026. Operating profit increased 12.2% YoY, reaching RON 25.4 million. EBITDA at the level of the Group stood at RON 52.4 million in H1 2026, reflecting a 2.3% YoY increase, while normalized EBITDA, excluding one-off items, amounted to RON 52.5 million, down 0.6% YoY. Data in RON ‘000 Percentage of sales H1 2026 H1 2026 H1 2025 H1 2025 Change (%) H1’26 H1’26 H1’25 H1’25 (1) (2) (1) (2) 2026/ 2025 (1) 2026/ 2025 (2) (1) (2) (1) (1) General and administration (G&A) expenses 31,929 32,473 32,586 33,004 -2.0% -1.6% 4.2% 4.3% 4.4% 4.4% Payroll and employee benefits 22,326 22,326 22,785 22,785 -2.0% -2.0% Third-party services 4,642 4,642 4,831 4,831 -3.9% -3.9% Depreciation and amortization 2,853 1,319 3,096 1,525 -7.9% -13.5% Rent 109 2,187 126 2,115 -13.6% 3.4% Banking charges 299 299 297 297 0.7% 0.7% Transport 1,039 1,039 847 847 22.6% 22.6% Other* 661 661 603 603 9.6% 9.6% Note: (1) Including the impact of the adoption of IFRS 16; (2) Excluding the impact of the adoption of IFRS 16. *Other expenses include maintenance & repairs, smallware, insurance, phone & postage, miscellaneous expenses. Net finance costs increased by 36.6% YoY, from RON 4.0 million in H1 2025 to RON 5.5 million in H1 2026, primarily mainly due to FX losses generated by unfavorable evolution of the exchange rates. Nonetheless, due to improved operating result s, the profit before tax increased by 6.9% YoY, to RON 20.0 million. Income tax expense increased by 5.3% YoY due to improved results, to RON 6.4 million. As a result, the net profit increased by 7.8% YoY, to RON 13.6 million in H1 2026. Excluding one-off items, normalized profit for the period amounted to RON 13.7 million, representing a 22.6% YoY decrease, while normalized
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11 EBITDA reached RON 52.5 million, remaining broadly stable compared to the first six months of 2025, with a normalized EBITDA margin of 7.0%. In Q2 2026, same store sales across Sphera's brands declined by 4.7% YoY, reflecting a more cautious consumer environment across the Group's markets. USFN Romania remained resilient, recording a same store sales decline of 2.0% YoY, due to a weaker consumer environment driven by fiscal uncertainty and the interim government in Romania during the quarter. ARS recorded same store sales decline of 9.5% , reflecting the closing of stores in H1 2026 and the continued pressure on the casual dining segment, where demand remains more sensitive to weaker discretionary consumer spending, while CFF decreased 8.0% YoY, due to same pressures recorded across the Romanian consumer market. USFN Italy reported a 15.9% decline in same store sales, primarily reflecting the closing of restaurants ( Verona Piazza delle Erbe and Bari Central Station) together with softer market conditions. In the Republic of Moldova, same store sales increased by 1.4% YoY. Despite the decline in same store sales, the contribution of newly opened restaurants supported the Group's overall performance. At Group level, all -store sales declined by only 1.6% YoY compared to the 4.7% decrease in same store sales, reflecting the positive contribution of restaurants opened over the last twelve months. The most significant impact from network expansion was recorded by USFN Moldova and CFF, where recently opened restaurants more than offset the weaker performance of comparable stores, lifting the overall brand performances. Y/Y Q1-25 Y/Y Q2-25 Y/Y Q3-25 Y/Y Q4-25 Y/Y Q1-26 Y/Y Q2-26 USFN RO All Stores -3.4% 0.0% -0.7% 3.8% 5.0% -1.6% o/w Same Stores -3.4% -1.7% -2.5% 2.1% 3.0% -2.0% ARS All Stores -1.0% 2.0% -5.9% -1.0% -3.2% -9.5% o/w Same Stores -1.0% 2.0% -5.9% -1.0% -3.2% -9.5% CFF All Stores 15.6% 21.2% 13.0% 15.5% 12.2% 5.3% o/w Same Stores 15.6% 21.2% 13.0% 7.6% -2.4% -8.0% USFN IT All Stores 3.3% 4.3% 2.3% -1.4% 1.4% -9.8% o/w Same Stores 3.3% 4.3% 2.3% -3.6% -5.4% -15.9% USFN MD All Stores 23.2% 25.8% 24.8% 8.3% -8.0% 43.9% o/w Same Stores 23.2% 25.8% 24.8% 8.3% -9.8% 1.4% TOTAL All Stores -0.9% 2.3% 0.6% 3.7% 4.2% -1.6% o/w Same Stores -1.0% 1.0% -0.8% 1.6% 0.9% -4.7% In Q2 2026, delivery sales represented 20% of the Group's total sales, remaining stable compared to Q1 2026 and to Q2 2025. Across the Group's operating entities, delivery penetration remained broadly consistent. The total value of delivery sales in Q2 2026 decreased by 2.3% YoY, reaching RON 74.6 million. During the quarter, the Group's own delivery sales channel contributed 7.6% of total delivery sales, compared to 7.9% in Q2 2025. Sales by entity, by Country Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 USFN RO delivery 19% 19% 18% 18% 19% 19% non-delivery 81% 81% 82% 82% 81% 81% ARS delivery 35% 37% 32% 32% 33% 34% non-delivery 65% 63% 68% 68% 67% 66% CFF delivery 28% 27% 26% 23% 26% 26% non-delivery 72% 73% 74% 77% 74% 74% USFN IT delivery 12% 11% 10% 12% 12% 12% non-delivery 88% 89% 90% 88% 88% 88% USFN MD delivery 35% 31% 28% 26% 30% 24% non-delivery 65% 69% 72% 74% 70% 76% All delivery 20% 20% 18% 19% 20% 20% non-delivery 80% 80% 82% 81% 80% 80%
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12 MAIN FINANCIAL RATIOS The main financial ratios of Sphera Franchise Group (interim consolidated result) as of June 30th, 2026, are presented below, together with the result as of June 30th, 2025. All the ratios include IFRS 16 impact. Financial data in RON ‘000 6M Period ended 30.06.2026 6M Period ended 30.06.2025 Current ratio Current assets 85,624 = 0.32 103,741 = 0.40 Current liabilities 264,811 257,759 Debt to Equity ratio Interest-bearing debt (long term) 374,127 = 406% 359,025 = 306% Equity 92,127 117,468 Interest-bearing debt (long term) 374,127 = 80% 359,025 = 75% Capital employed 466,254 476,492 Trade receivables turnover (days) Average receivables 14,430 = 3.44 12,594 = 3.04 Sales 754,512 745,209 Fixed asset turnover Sales 754,512 = 2.42 745,209 = 2.46 Net fixed assets 623,009 606,690 Notes: Annualized values, based on the ASF methodology.
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13 H1 2026 Earnings Call 31.08.2026 12:00 PM EET (11:00 AM CET | 10:00 AM UK) On August 31st, Sphera Franchise Group will organize a conference call with the management to discuss the H1 2026 results and hold a Q&A session with investors and analysts. The call will be led by: To receive the log-in details, please email investor.relations@spheragroup.com Calin Ionescu CEO Valentin Budes CFO Zuzanna Kurek Moderator | IRO Monica Eftimie CMO Costica Misaca GM Pizza Hut & Taco Bell Romania Marian Gogu GM KFC Romania
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14 SIGNIFICANT EVENTS IN H1 2026 & AFTER CLOSING OF THE REPORTING PERIOD BUSINESS UPDATES DEVELOPMENT OF THE NETWORK In Q1 2026, Sphera inaugurated four new restaurants – a KFC in Centro Piave Shopping Center in San Donà di Piave in Province of Venice in Italy, and a KFC in M Park Titan in Bucharest, Romania, and another KFC in Balti, Moldova. The Group moreover opened a Cioccolatitaliani store in Genova, Italy. In Q2 2026, the Group inaugurated a Taco Bell unit in Chisinau, Moldova. As of June 30th, 2026, Sphera Franchise Group operated 176 restaurants: 111 KFC restaurants in Romania, 4 in Moldova and 18 in Italy, as well as 22 Pizza Hut restaurants in Romania , 1 8 Taco Bell restaurants in Romania and 1 in Moldova , and 2 Cioccolatitaliani restaurants in Italy. After the closing of the reporting period, the Group continued to expand the KFC network, opening the first Delivery Carry Out format KFC restaurant in Romania, and another drive-thru KFC in Bran together with two seasonal restaurants in Nibiru, Costinesti – one KFC restaurant and one Taco Bell restaurant. PIZZA HUT NETWORK OPTIMIZATION On February 19 th, 2026, the Group announced additional operational efficiency measures and the continuation of the restaurant network consolidation process at the level of American Restaurant System S.A. (“ARS”), the Group’s subsidiary operating the Pizza Hut® and Pizza Hut Delivery® brands in Romania. As part of this process, the Group decided to close 7 Pizza Hut restaurants that recorded below -expected operational performance and had a significant negative contribution at EBITDA level. The decision followed the changes in the economic and consumer env ironment starting with the second half of 2025, including the liberalization and increase of energy market prices, new fiscal measures, the increase in the VAT rate, as well as a slowdown in private consumption amid more cautious consumer behavior. The optimization process aims to improve the long -term profitability profile of the Pizza Hut business through the elimination of structurally underperforming units and the optimization of the cost structure. The Group expects that customer demand generate d by the closed locations will continue to be covered by the remaining operational restaurants within the network, without a significant impact on customer access to Pizza Hut products and services. At the same time, the Group aims to minimize the impact on employees by offering relocation opportunities within the broader Sphera Franchise Group restaurant network. BRANDS PORTFOLIO EXPANSION – TACO BELL On February 23 rd, 2026, the Group announced the expansion of the Taco Bell franchise rights to the Republic of Moldova and the scheduled opening of the first Taco Bell restaurant in Chișinău. The franchise rights in the Republic of Moldova, as well as the development and operation of Taco Bell restaurants, are carried out through US Food Network S.R.L., the Group’s subsidiary in the Republic of Moldova. The first Taco Bell restaurant in the Republic of Moldova was inaugurated on April 30th, 2026, in the food court area of Shopping MallDova, one of the major retail destinations in Chișinău. The unit represents the first Taco Bell operated by the Group outside Romania. BRANDS PORTFOLIO EXPANSION - WAGAMAMA On May 11th, 2026, the Group expanded its portfolio by adding the wagamama franchise, an internationally recognized pan-Asian dining brand. The franchise rights for Romania were acquired by the Group and will be implemented through a newly established entity, Pan Asian Food SRL, fully owned by Sphera Franchise Group. The Group plans to open the first wagamama restaurant in Bucharest towards the end of 2026 or early 2027, marking its entry into the fast -casual Asian dining segment. This development supports the Group’s strategy to diversify its portfolio and expand into high -growth potential market segments, further strengthening its position in the Romanian foodservice market.
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15 STAFF As of June 30th, 2026, the Group had 4,864 employees, of which 4,287 were in Romania, 421 in Italy and 156 in the Republic of Moldova. During H1 2026, the Group continued the process of digitalizing its network through further deployment of digital kiosks to simplify the selling process, as well as carried on with the project of hiring employees from abroad. GOVERNANCE UPDATES SHARE CAPITAL DECREASE On February 5 th, 2026, Sphera Franchise Group informed the market about the registration of the share capital decrease of the Company wit hin the Romanian Trade Register, as approved by the Extraordinary General Meeting of Shareholders through Decision no. 2 dated April 29 th, 2025. Following this operation, the Company’s share capital amounts to RON 580,101,930, divided into 38,673,462 registered shares, each with a nominal value of RON 15 per share. Subsequently, on February 13th, 2026, the Group received the Financial Instruments Registration Certificate from the Financial Supervisory Authority, and on February 17th, 2026, the new share capital was registered with the Central Depository. ANNUAL GENERAL MEETING OF THE SHAREHOLDERS On March 25 th, 2026, the Board of Directors of Sphera Franchise Group convened the Ordinary and Extraordinary General Meeting of the Shareholders for April 29th, 2026. During the OGSM, the shareholders approved the 2025 financial statements together with sustainability statement, the 2025 remuneration report and the 2026 budget . The shareholders also voted in favor of a payment of the gross dividend amounting to RON 1.06 per share, from the undistributed net profit of financial years 2024-2025. The ex- date for dividend payment was May 18th, and the dividend was paid on June 10th, 2026. The shareholders also approved in the OGSM the monthly remuneration granted to the Board Members, the Share Option Plan (SOP) for Directors for the activity in 2025, as well as several financing agreements. In EGSM, the shareholders approved the share buyback of SFG shares for the implementation of SOP for 2023 activity in the amount of maximum 20,729 shares, and in the amount of 27,025 for SOP covering the activity in 2025. CAPITAL MARKET UPDATES STOCK EXCHANGE EVOLUTION The price of SFG shares increased in Q2 2026 by 10.7%, from RON 35.6 (closing price as of March 31st) to RON 39.4 (at the end of June 30th, 2026). Including the dividend paid on June 10th, the total -return evolution of SFG share in Q2 2026 was a 13.7% increase. Investors traded 1,003,402 SFG shares (including DEAL trades) in Q2 2026 ( -45.2% vs Q2 2025), with a total value of RON 38.4 million ( -48.6% vs. Q2 2025). The share price evolution in Q2 2026 underperformed the BVB reference index BET, which increased 16.9% in the period as well as the BET-TR index, which grew 20%. Overall, in H1 2026, SFG shares increased by 4.4% , as the share closing price on June 30 th, 2026, was RON 39.40, compared to the closing price of RON 37.75 on December 31st, 2025. During the same period, the BET index advanced by approximately 32.9%, with SFG underperforming the benchmark index. The Total Return on SFG shares in H1 2026, including the dividend paid on June 10th, 2026, was 7.2%, versus 36.4% increase for the BET -TR index registered in the same period. During H1 2026, investors traded 1,926,594 million SFG shares ( including DEAL trades), down -33.4% vs H1 2025, with a total value of approximately RON 74.6 million, down -36.5%, versus H1 2025. SHARE BUYBACK PROGRAM Following the shareholder approvals granted at the April 2026 General Meetings, the Group initiated a share buyback program on June 19th, 2026, administered by BT Capital Partners. The first stage of the program was completed on July 10th, 2026, with the buyback of 44,210 shares at an average price of RON 39.1187 per share, for a total consideration of RON 1,729,437. The shares were repurchased for the implementation
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16 of the Stock Option Plan for Directors covering the 2023 -2025 period, as well as for members of management of certain Group subsidiaries. DIVIDEND DISTRIBUTION On May 6 th, 2026, the Group announced the details of the dividend distribution approved by the shareholders at the General Meeting of April 29 th, 2026, representing a gross dividend of RON 1.06 per share, from the undistributed net profit of financial years 2024 -2025. The ex-date was set for May 18 th, 2026, and the dividend was paid starting June 10th, 2026.
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17 ABOUT SPHERA FRANCHISE GROUP The Group’s franchised foodservice business was launched in 1994 with the opening of the first Pizza Hut location, which was followed by the opening in 1997 of the first KFC location, both in Bucharest. As of June 30th, 2026, the Group operates 176 restaurants in Romania, Italy, and the Republic of Moldova. Sphera Franchise Group’s business is conducted through the following three segments: • Quick-service restaurants - through KFC restaurants (in Romania, the Republic of Moldova and Italy) and Taco Bell restaurants (in Romania and the Republic of Moldova); • Full-service restaurants - through Pizza Hut restaurants in Romania, and through the planned Hard Rock Café restaurants in Romania and the Republic of Moldova as well as Wagamama restaurants in Romania; • Artisanal desserts and cafes – through Cioccolatitaliani restaurants in Italy. All restaurants operated by the Group provide delivery, either via own channel or in partnership with aggregating platforms. All the brands of the Group are operated under franchise agreements by companies owned by Sphera Franchise Group, the largest restaurant group in the full -service restaurant sector in Romania. Under a master franchise agreement, the franchisor grants the f ranchisee the exclusive rights to develop and operate the brand within a specified territory. KFC and Taco Bell operate under master franchise agreements with Yum!, while Pizza Hut continues to operate under its existing franchise arrangements following the acquisition of Pizza Hut Global Franchise and Development by LongRange Capital in 2026. Cioccolatitaliani operates under a franchise agreement with Gioia Group, Hard Rock Cafe under a franchise agreement with Hard Rock International, while wagamama will operate under a franchise agreement with The Restaurant Group (TRG). The visual representation of the Group’s holding structure as of June 30th, 2026 is presented below:
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18 ABOUT THE BRANDS KFC is a global chicken restaurant chain with more than 75 years old history of success and innovation. It all started with Colonel Harland Sanders, the cook, who created the famous recipe of 11 secret herbs and spices. Even today, all KFC restaurants follow it around the world, with real cooks breading and freshly preparing the delicious chicken by hand in more than 27,000 restaurants in over 145 countries and territories around the world. In Romania, the first KFC restaurant was opened in Bucharest, back in 1997 by the Group. Today, KFC is the leading chicken restaurant chain in Romania in terms of both total sales and number of restaurants. As of June 30th, 2026, there were 111 KFC restaurants in Romania. In 2008, the Group opened the first KFC restaurant in the Republic of Moldova, and as of June 30th, 2026, the Group operated four restaurants (three in Chișinău and one in Bălți). In 2017 the Group opened the first two restaurants in Italy. As of June 30th, 2026, there were 18 KFC restaurants operated by the Group in certain areas of Italy. Of all KFC restaurants operating in Romania, Italy and the Republic of Moldova, as of June 30th, 2026, the network comprised food court, in -line and drive-thru locations. Following the reporting period, the Group further diversified the network by opening its first Delivery Carry Out format KFC restaurant in Romania. In all KFC restaurants, the Group sells food and beverage products either individually or as part of a price- attractive bundle labeled “menu” or “box”. Generally, the menus include three main components: a portion of a chicken -based product (burgers, wrapp ers or pieces of chicken meat), a medium -sized portion of French fries and a medium-sized non-alcoholic drink. For an additional price, our customers can choose to opt for the "Go Large" version of the menu, which consists of large portions of French fries and non- alcoholic drinks. A dipping sauce is also offered in some menu offers. Besides the menu and the box which are normally sized for one person, we also offer products, called Buckets, targeted for group consumption (up to four people). Buckets generally consist of a higher number of chicken meat pieces, and some include portions of French fries and non-alcoholic drinks. In 2018, KFC Romania launched a delivery activity, which is now carried out in collaboration with food aggregator platforms. PIZZA HUT is a global casual dine-in restaurant, founded more than 60 years ago in Wichita, Kansas, by the Carney brothers. Since then, it has grown to become the largest pizza company in the world with more than 19,000 restaurants in over 100 countries. Pizza Hut restaurants primarily sell pizza (a wide range of classic and iconic recipes for the brand, on a variety of dough types, such as Pan, Classic, Cheesy Bites and Stuffed Crust) and other main -course products (such as burgers and pasta, or salads) as well as beverages (primarily non-alcoholic) and desserts. Pizza Hut was the first brand of the Group, to enter the Romanian market 30 years ago, this year, with the opening of its first location on Calea Doroban tilor in Bucharest and today is the largest casual dine -in restaurant chain in Romania in terms of both total sales and number of restaurants. Following the network optimization implemented during H1 2026, as of June 30th, 2026, the Group operated 22 Pizza Hut restaurants across the major cities of Romania.
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19 TACO BELL is the world’s leading Mexican -inspired quick service restaurant (QSR), founded in California in 1962. Today, it has over 7,200 locations in more than 30 countries worldwide. The restaurants serve a variety of Mexican - inspired foods that include tacos, bur ritos, quesadillas, nachos, novelty and specialty items and a range of ‘value menu’ products. Sphera Group opened the first Taco Bell store in Bucharest, Romania, in October 2017. As of June 30th, 2026, the Group operated 19 Taco Bell restaurants, including 18 in Romania and one in the Republic of Moldova. CIOCCOLATITALIANI was founded in 2009 by the Ferrieri family and the brand found its definition in the word "Chocology," the art of mixing the best chocolate in the world with ice cream, pastry, and coffee. The Cioccolatitaliani product range includes a variety of items, such as artisanal ice cream prepared with different flavors and high -quality ingredients, chocolate lingos, pralines, and alternatives made from the renowned Cacao Fino de Aroma, as well as gourmet coffee, freshly baked Italian pastries, crepes, and waffles served with ice cream and various toppings. Cioccolatitaliani currently operates a network of 43 units, most of them located in Italy, and several in the Balkans, Middle East and in North Africa. Annually, Cioccolatitaliani caters to over 6 million customers, serving over 4.5 million cups of coffee, more than 350,000 chocolate lingos and over 3.7 million gelato cones. Sphera opened the first Cioccolatitaliani store in June 2025, and as of June 30th, 2026, the Group operated two Cioccolatitaliani locations in Italy. HARD ROCK CAFE was founded in 1971 in London by Isaac Tigrett and Peter Morton, introducing a concept that combines American -style casual dining with the culture and energy of rock and roll music. The brand offers a menu centered around classic American dishes, includin g burgers, ribs, sandwiches, and other comfort food favorites, complemented by a selection of beverages and desserts. Each restaurant is designed as an immersive environment, featuring authentic rock memorabilia such as guitars, costumes, and personal items from iconic artists. In addition to its food and beverage offering, Hard Rock Cafe incorporates a retail component through branded merchandise, while music-themed décor and a vibrant atmosphere create a distinctive dining and entertainment experience. In October 2025, the Group announced that it has expanded its portfolio by adding the Hard Rock Cafe franchise, part of Hard Rock International. The Group plans to open five Hard Rock Cafe restaurants in Brașov, Timișoara, Iași, Cluj and Chișinău, over the course of five years. This development strengthens the Group’s position in the foodservice market by expanding its portfolio into the global lifestyle brand segment. WAGAMAMA is an internationally recognized pan -Asian dining brand, founded in London in 1992. The brand operates an international network of restaurants and is known for its Asian -inspired menu, efficient operating model and contemporary design concept, built around the "kaizen" philosophy of continuous improvement, with a focus on fresh, seasonally adapted dishes such as ramen, rice-based dishes and teppan, served in a dynamic, community-oriented setting.
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20 The addition of wagamama reflects the Group's strategy to diversify its portfolio and expand into high - growth segments through partnerships with leading international brands, complementing recent additions such as Hard Rock Cafe and Cioccolatitaliani. The historical evolution of the network rollout is presented below:
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21 OUTLOOK AND RISKS REGARDING H2 2026 The Revenue and Expense Budget for 2026, approved by the Ordinary General Meeting of Shareholders on April 29th, 2026 and published through Current Report no. 13/2026, was built on a set of assumptions regarding consumer demand, inflation and the fiscal framework that were appropriate at the time but have subsequently been affected by changing market conditions. In Roman ia, the Group’s main market of activity, inflation remained above 10% throughout the first half of the year, compared with the average annual rate of around 6% assumed in the budget, while the fiscal measures adopted in 2025 continued to weigh on disposable income and consumer sentiment. At the same time, the political environment in Romania remains unsettled, with the formation of a new Government still pending. As a result, there remains a degree of uncertainty regarding the fiscal and legislative framework applicable in the coming period. In response to the evolving market environment, management has taken measures to adapt the business and preserve operational flexibility, including tighter cost control at restaurant and Group level . Given the current level of uncertainty, the management continues to assess a range of scenarios and refine the assumptions as conditions develop. Any update to the 2026 outlook will be communicated to the market through a current report, in accordance with the applicable disclosure requirements. RISKS The uncertainty described above does not change the nature of the risks to which the Group is exposed, but it increases the weight of several of them for the remainder of the year. The Group operates in a dynamic economic and regulatory environment and remains exposed to a range of external and internal factors that may affect its business, financial position, results of operations, cash flows, and prospects. The principal risks considered most relevant for the second half of 2026 are presented below. Macroeconomic environment and consumer spending: The Group's performance remains linked to the broader economic environment in Romania, its main market, as well as in Italy and the Republic of Moldova. The fiscal measures adopted in Romania since the second half of 2025 – including the VAT increase and the liberalization of energy prices – together with an estimated inflation overpassing 10% for most of H1 2026, continue to weigh on household disposable income and may keep consumer spending more selective through H2 , and may lead to the reduction in the frequency of restaurant visits, average ticket values and overall demand. Consumers may increasingly seek lower -priced alternatives or reduce discretionary spending, affecting sales growth and profitability. The Group has already demonstrated its ability to adapt its cost base accordingly, including through the completed optimization of the Pizza Hut network. Value-oriented offers across the KFC and Taco Bell brands, together with a diversified footprint across three countries, are aimed to support the Group's resilience to changes in consumer spending patterns. Domestic political and fiscal risk: The Group remains exposed to domestic political and fiscal policy risk in Romania, including potential government instability, or the adoption of further fiscal consolidation measures beyond those already implemented in 2025, which could further affect consumer confidence and household spending in H2 2026. Inflation, energy and operating costs : Elevated inflation continues to affect the cost of food ingredients, packaging, utilities, rents, logistics and other operating expenses. Energy markets also remain exposed to geopolitical developments, contributing to price volatility. Although the Group continuously implements procurement initiatives, operational efficiencies and selective pricing actions, there is no assurance that cost increases can be fully offset without affecting customer demand or margins. Food safety, public health and ingredient supply: The Group operates in an industry where food safety and consumer confidence are fundamental. Actual or perceived food contamination, food -borne illnesses, product recalls or failures in the supply chain may result in customer complaints, regulatory investigations, temporary restaurant closures, legal claims and reputational damage. The Group relies on
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22 third-party suppliers for poultry, fresh produ ce, dairy products, meat and other ingredients. Food safety incidents occurring elsewhere in the supply chain, even where the Group's own suppliers are not directly affected, may disrupt procurement, increase operating costs or reduce consumer confidence. Re cent international outbreaks of food-borne illnesses linked to fresh produce, including leafy vegetables, together with continuing outbreaks of avian influenza affecting poultry production, illustrate that contamination events involving agricultural products may have significant consequences for restaurant operators through supply shortages, higher procurement costs, increased regulatory scrutiny and weaker consumer sentiment. Given the importance of poultry -based products within the KFC brand, outbreaks of avian influenza, Newcastle disease or other poultry diseases could have a disproportionate impact on the Group's operations, procurement costs and sales performance. Labour availability and labour cost: The HoReCa sector remains labor-intensive and highly competitive for qualified employees. Labor shortages may affect service quality, restaurant productivity and the timely opening of new restaurants. At the same time, increases in minimum wages, payroll taxation, inflation and employee retention initiatives may continue to increase personnel costs. Although the Group invests in recruitment, training, automation and the employment of international staff, these measures may not fully offset labor market pressures. Supplier price fluctuations and supply chain disruptions: The Group depends on the continuous availability of food ingredients, packaging materials and other operational supplies. Procurement costs may fluctuate due to commodity prices, transportation costs, weather conditions, geopolitical developments or supplier capacity constraints. Supply chain disruptions resulting from armed conflicts, trade restrictions, extreme weather events, transportation bottlenecks or financial difficulties affecting suppliers may increase procurement costs, delay deliveries or temporarily affect restaurant operations. Consumer behaviour and competitive landscape: Consumer preferences continue to evolve in response to economic conditions, changing lifestyles, digital ordering habits and increased price sensitivity. Customers may reduce discretionary spending, shift towards lower -priced products or increasingly favor promotional offers and convenience-led formats. At the same time, the Group competes with international restaurant chains, local operators, food retailers and delivery -first concepts. Failure to adapt to changing consumer preferences or increasing competitive pressure may affect customer traffic, market share, pricing power and profitability. Expansion execution: The Group's growth strategy includes the continued expansion of its restaurant network, the development of its existing brands, and the rollout of new concepts such as wagamama, Hard Rock Cafe and Cioccolatitaliani. These initiatives require significant investments and effective execution and may be affected by permitting delays, construction challenges, higher investment costs, supply chain constraints, labor shortages, or weak er-than-expected customer demand. Newly opened restaurants and recently launched concepts may require longer than anticipated to achieve targeted sales and profitability levels. Delivery platforms and digital channels: Delivery, takeaway and digital ordering continue to represent an important component of the Group's revenues. A significant share of delivery sales is generated through third-party delivery platforms, exposing the Group to changes in commission structures, promotional requirements, commercial terms, visibility algorithms and other platform policies that may affect the profitability of delivery orders. In addition, although food preparation remains under the Group's direct control, the final customer experience depends partly on third-party delivery providers. Delays in delivery, improper food handling, inadequate transport conditions, courier conduct or other service failures may negatively affect customer satisfaction and the perception of the Group's brands, even where such incidents are outside the Group's direct control. Geopolitical developments: Continuing geopolitical tensions, including the war in Ukraine and instability in the Middle East, may affect energy prices, transportation costs, commodity markets, exchange rates, investor sentiment and consumer confidence. Such developments may indirectly increase operating costs, disrupt supply chains or reduce discretionary consumer spending across the markets in which the Group operates. Technology and cybersecurity: The Group increasingly relies on digital ordering systems, payment infrastructure, loyalty platforms and restaurant operating systems. Cyberattacks, ransomware, data
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23 breaches, system failures or technological disruptions may interrupt operations, compromise confidential information, lead to regulatory sanctions and adversely affect the Group's reputation and financial performance. Liquidity, foreign exchange and interest rate risk : The Group remains exposed to movements in foreign exchange rates and interest rates through financing arrangements, franchise -related obligations and certain procurement activities. In addition, weaker trading conditions, higher operating costs or reduced financing availability could affect liquidity and financial flexibility. Although the Group maintains prudent treasury management and access to financing, these risks cannot be entirely eliminated. DISCLAIMER The risks described above represent the principal risks and uncertainties identified by the Group as being most relevant for the second half of 2026. They should not be regarded as an exhaustive list of all risks that may affect the Group's business, financial position, results of operations or cash flows. Additional risks and uncertainties, whether currently unknown or considered immaterial at the date of this report, may also affect the Group's future performance and the market value of its shares. Investors are encouraged to consult the more comprehensive risk disclosures included in the Company's 2025 Annual Report and its Listing Prospectus, together with their own independent assessment of the risks associated with an investment in Sphera Franchise Group.
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24 DECLARATION FROM THE MANAGEMENT Bucharest, August 31st, 2026 We confirm to the best of our knowledge that the unaudited interim condensed consolidated financial statements for the six-month period ended June 30th, 2026 give a true and fair view of Sphera Franchise Group’s assets, liabilities, financial position and profit and loss, as required by the applicable accounting standards, and that the Directors’ Report gives a true and fair view of important events that have occurred during the first six months of the 2026 financial year and their impact on the interim condensed consolidated financial statements. Chief Executive Officer Chief Financial Officer Calin Ionescu Valentin Budes
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) The interim condensed consolidated financial statements presented below are prepared in accordance with International Financial Reporting Standards, as adopted by European Union (“IFRS”). The interim condensed consolidated financial statements are unaudited.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 2 INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) Six-month period ended Note 30 June 2026 30 June 2025 Restaurant sales 13 754,512 745,209 Other restaurant income 13 1,447 2,321 Restaurant expenses Food and material expenses 233,338 237,460 Payroll and employee benefits 4 189,026 187,425 Rental expenses 13,080 13,730 Royalties expenses 45,196 44,705 Advertising expenses 43,354 35,104 Other operating expenses 5 105,158 106,462 Depreciation, amortization and impairment 7 61,459 60,861 Restaurant operating profit 65,348 61,783 General and administrative expenses 6 31,929 32,586 Profit from operating activities 33,419 29,197 Finance costs 8 21,369 18,052 Finance income 369 359 Profit before tax 12,419 11,504 Income tax from continuing operations 5,263 5,064 Profit 7,156 6,440 Attributable to: Owners of the parent 6,955 6,216 Non-controlling interests 201 224 Other comprehensive income Other comprehensive income that may be reclassified to profit or loss in subsequent periods Exchange differences on translation of foreign operations (86) 2 Total comprehensive income 7,070 6,442 Attributable to: Owners of the parent 6,858 6,217 Non-controlling interests 212 225
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 3 INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 (UNAUDITED) 30 June 2026 31 December 2025 Assets Non-current assets 652,096 636,852 Property, plant and equipment 268,303 256,776 Right-of-use assets 293,198 285,821 Intangible assets and goodwill 61,508 61,430 Financial assets (cash collateral) 1,642 6,916 Deferred tax assets 27,445 25,909 Current assets 85,625 141,191 Inventories 15,391 17,104 Trade and other current receivables 15,866 12,993 Prepayments 9,544 8,539 Cash and short-term deposits 44,824 102,555 Total assets 737,721 778,043 Equity and liabilities Equity Issued capital (Note 10Error! Reference source not found.) 580,102 581,990 Share premium (519,998) (519,998) Treasury shares (Note 10) (802) (6,381) Reserves for share-based remuneration 2,583 3,808 Other reserves (1,512) (1,512) Retained earnings 31,388 68,766 Reserve of exchange differences on translation (318) (221) Equity attributable to owners of the parent 91,443 126,452 Non-controlling interests 684 472 Total equity 92,127 126,924 Non-current liabilities 380,783 365,466 Long-term borrowings (Note 9) 111,859 106,197 Non-current lease liabilities 262,269 251,844 Net employee defined benefit liabilities 5,698 6,172 Long-term trade and other payables 330 330 Deferred revenue 288 375 Deferred tax liabilities 339 548 Current liabilities 264,811 285,653 Trade and other current payables 141,604 163,563 Contract liabilities 747 652 Short-term borrowings (Note 9) 42,304 42,492 Current lease liabilities 75,915 71,267 Income tax payable 3,101 5,243 Provisions 1,140 2,436 Total liabilities 645,594 651,119 Total equity and liabilities 737,721 778,043
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 4 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) Issued capital Share premium Treasury shares Reserves for share-based remuneration Other reserves Retained earnings Foreign currency translation reserve Equity attributable to owners of the parent Non- controlling interest Total equity As at 1 January 2026 581,990 (519,998) (6,381) 3,808 (1,512) 68,766 (221) 126,452 472 126,924 Profit - - - - - 6,955 - 6,955 201 7,156 Other comprehensive income Exchange differences on translation - - - - - - (97) (97) 11 (86) Total comprehensive income - - - - - 6,955 (97) 6,858 212 7,070 Reduction of share capital (1,888) - 4,996 - - (3,108) - - - - Acquisition of own shares (Note 10.2) - - (802) - - - - (802) - (802) Shares granted (Note 10.2) - - 1,385 - - - - 1,385 - 1,385 Share-based remuneration - - - (1,225) - - - (1,225) - (1,225) Loss related to acquisition of treasury shares - - - - - (231) - (231) - (231) Dividends declared - - - - - (40,994) - (40,994) - (40,994) At 30 June 2026 580,102 (519,998) (802) 2,583 (1,512) 31,388 (318) 91,443 684 92,127
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 5 Issued capital Share premium Treasury shares Reserves for share-based remuneration Other reserves Retained earnings Foreign currency translation reserve Equity attributable to owners of the parent Non- controlling interest Total equity As at 1 January 2025 581,990 (519,998) (4,789) 3,685 (1,352) 95,158 (263) 154,431 556 154,987 Profit - - - - - 6,216 - 6,216 224 6,440 Other comprehensive income Exchange differences on translation - - - - - - - - 2 2 Total comprehensive income - - - - - 6,216 - 6,216 226 6,442 Acquisition of own shares (Note 10.2) - - (1,495) - - - - (1,495) - (1,495) Shares granted (Note 10.2) - - 1,289 - - - - 1,289 - 1,289 Share-based remuneration - - - (897) - - - (897) - (897) Loss related to acquisition of treasury shares - - - - - (391) - (391) - (391) Dividends declared - - - - - (42,154) - (42,154) (313) (42,467) At 30 June 2025 581,990 (519,998) (4,995) 2,788 (1,352) 58,829 (263) 116,999 469 117,468
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 6 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) Six-month period ended 30 June 2026 30 June 2025 Operating activities Profit before tax 12,419 11,504 Adjustments to reconcile profit before tax to net cash flows: Depreciation of right-of-use assets 37,338 35,396 Depreciation and impairment of property, plant and equipment 24,160 25,262 Amortisation and impairment of intangible assets and goodwill 2,814 3,298 Other income - 1,624 Adjustments for unrealised foreign exchange losses/(gains) 11,550 7,679 Adjustments for (gain)/loss on disposal of property, plant and equipment and right-of-use assets (29) (178) Adjustments for finance income (369) (359) Adjustments for finance costs (interest and bank charges) 10,995 11,301 Movements in provisions, net (1,296) 1,641 Working capital adjustments: Adjustments to decrease/(increase) in trade and other receivables and prepayments 1,034 (309) Adjustments for decrease/(increase) in inventories 1,714 1,716 Adjustments for (decrease)/increase in trade and other payables (26,026) (25,328) Interest received classified as operating activities 368 357 Interest paid classified as operating activities (10,903) (11,079) Income tax paid (8,330) (8,962) Cash flows from in operating activities 55,439 53,563 Investing activities Proceeds from sale of property, plant and equipment 55 139 Purchase of intangible assets (2,827) (7,890) Purchase of property, plant and equipment (34,288) (21,004) Cash flows used in investing activities (37,060) (28,755) Financing activities Acquisition of treasury shares (802) (1,495) Proceeds from borrowings 23,867 25,078 Repayment of borrowings (22,356) (20,843) Payment of lease liabilities (37,160) (33,690) Net dividends paid to equity holders of the parent (39,333) (39,790) Cash flows used in financing activities (75,784) (70,740) Net (decrease)/increase in cash and cash equivalents (57,405) (45,932) Net foreign exchange differences (326) (279) Cash and cash equivalents at 1 January 102,555 115,764 Cash and cash equivalents at 30 June 44,824 69,553
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 7 7 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) 1 CORPORATE INFORMATION These interim condensed consolidated financial statements are prepared by Sphera Franchise Group SA and comprise its activities and those of its subsidiaries, together referred hereinafter as ‘ SFG’’ or ‘’the Group’’. Sphera Franchise Group SA is listed on Bucharest Stock Exchange under the symbol “SFG”. Sphera Franchise Group SA (‘’the legal Parent’’, or ‘’Sphera’’) was incorporated on 16 May 2017 as a joint stock company and is registered at No. 239 Calea Dorobantilor, Bucharest, Romania. The Group operates quick service and takeaway restaurant concepts under the Kentucky Fried Chicken (‘’KFC’’) brand (133 restaurants as at 30 June 2026 and 131 restaurants as at 31 December 2025, spread across Romania, as well as in the Republic of Moldova and in Italy), a chain of pizza restaurants (2 2 restaurants as at 30 June 2026 and 28 restaurants and one sub-franchise as at December 2025) under the Pizza Hut (“PH”) brand, a chain of 1 9 restaurants under the “Taco Bell” brand as at 30 June 2026, 18 in Romania and one in Republic of Moldova (18 restaurants at 31 December 2025 in Romania) and 2 Cioccolatitaliani locations in Italy as at 30 June 2026 (1 location at 31 December 2025 in Italy). US Food Network SA (USFN), the subsidiary which operates th e KFC franchise in Romania was incorporated in 1994 as a joint stock company and is registered at No. 239 Calea Dorobantilor Street, Bucharest, Romania. American Restaurant System SA (ARS) operating the Pizza Hut and Pizza Hut Delivery franchises was incorporated in 1994 as a joint stock company and is registered at No. 239 Calea Dorobantilor Street, Bucharest, Romania. The Moldavian subsidiary, US Food Network SRL which operates the KFC franchise in Moldova, was incorporated in 2008 as a limited liability company and is registered at No. 45 Banulescu Bodoni Street, Chisinau, Republic of Moldova. The Group owns 80% of the company’s shares. The Italian subsidiary, US Food Network Srl operating the KFC franchise in Italy was incorporated in 2016 as a limited liability company and is registered at No. 5 Viale Francesco Restelli Street, Milano, Italy. The Group owns 100% of the company’s shares. California Fresh Flavors SRL (CFF) was set up on 19 June 2017 and operates Taco Bell franchise in Romania. Sphera owns 99.99% of the company’s shares. The company operates as a limited liability company and is registered at No. 239 Calea Dorobantilor, Bucharest, Romania. Choco Franchise Srl (CHOCO), operating the Ciccolatitaliani franchise in Italy was incorporated in 2024 as a limited liability company and it was registered at No. 5 Viale Francesco Restelli Street, Milano, Italy. The Group owns 100% of the company’s shares. HRC Restaurants SRL (HRC), operating Hard Rock franchise in Romania was incorporated in September 2025 as a limited liability company and it is registered at No. 239 Calea Dorobantilor, Bucharest, Romania. The Parent company owns 100% of the company’s shares. Pan Asian Food SRL (PAF), operating Wagamama franchise in Romania was incorporated in March 2026 as a limited liability company and it is registered at No. 239 Calea Dorobantilor, Bucharest, Romania. The Parent company owns 100% of the company’s shares.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 8 8 2 BASIS OF PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim condensed consolidated unaudited financial statements of the Group as of and for the six- month period ended 30 June 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting. The financial statements have been prepared on a historical cost basis. The financial statements are presented in Romanian Lei (‘’RON’’) and all values are rounded to the nearest thousand RON, except when otherwise indicated. Accordingly, there may be rounding differences. 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 consolidated financial statements as at 31 December 2025. The interim condensed consolidated financial statements for six-month period ended 30 June 2026 included in this report are unaudited. General accounting policies The accounting policies and valuation methods adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2025. The amendments effective from 1 January 2026 do not have a material impact on the Group’s interim condensed consolidated financial statements. The Group has not early adopted any other standards, interpretations or amendments that have been issued, but are not yet effective. Foreign currencies The Group’s interim condensed financial statements are presented in Romanian New Lei (‘’RON’’), which is also the legal parent Company's functional currency. Each entity in the Group determines its own functional currency and items included in the financia l statements of each entity are measured using that functional currency (namely Moldavian Leu ‘’MDL’’ for the Moldavian subsidiary and the Euro ‘’EUR’’ for the Italian subsidiary). The exchange rates as at 30 June 2026 and 31 December 2025 and the average exchange rates for the six-month period ended 30 June 2026 and 30 June 2025 were: Closing exchange rates Average exchange rates 30 June 2026 31 December 2025 Six-month period ended 30 June 2026 Six-month period ended 30 June 2025 RON – EUR 5.2438 5.0985 5.1423 5.0037 RON – USD 4.6010 4.3417 4.4081 4.5844 RON – MDL 0.2602 0.2580 0.2556 0.2566 Transactions and balances Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Group companies On consolidation, the assets and liabilities of foreign operations are translated into RON at the rate of exchange prevailing at the reporting date and their revenues and expenses are translated using the average exchange rates of daily exchange rates published by National Bank of Romania (NBR) as detailed above. Equity items are translated into RON at the historical exchange rate. The exchange differences arising on the translation are recognised in OCI.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 9 9 3 GROUP INFORMATION The group structure was changed during the six-month period ended 3 0 June 2026, including a new subsidiary, Pan Asian Food SRL . Details of the Group consolidated subsidiaries at 3 0 June 2026 and 31 December 2025 are as follows: Company name Country of incorporation Field of activity Control Control 30 June 2026 31 December 2025 US Food Network SA Romania Restaurants 99.9997% 99.9997% American Restaurant System SA Romania Restaurants 99.9997% 99.9997% California Fresh Flavours SRL Romania Restaurants 99.9900% 99.9900% US Foods Network SRL Moldova Restaurants 80.0000% 80.0000% US Food Network SRL Italy Restaurants 100.0000% 100.0000% Choco Franchise SRL Italy Restaurants 100.0000% 100.0000% HRC Restaurants SRL Romania Restaurants 100.0000% 100.0000% Pan Asian Food SRL Romania Restaurants 100.0000% - 4 PAYROLL AND EMPLOYEE BENEFITS Six-month period ended 30 June 2026 30 June 2025 Payroll and employee benefits recognized in “Restaurant expenses” 189,026 187,425 Payroll and employee benefits recognized in "General and administrative expenses " 22,326 22,785 Total Payroll and employee benefits 211,352 210,210 Payroll costs of RON 1,050 thousand representing the value of project management and other technical activities performed by the Group’s employees during the six-month period ended 30 June 2026 (2025: RON 1,070 thousand) for the construction or refurbishment of restaurants were capitalized in the cost of construction of the non-current assets. 5 OTHER OPERATING EXPENSES Six-month period ended 30 June 2026 30 June 2025 Third-party services 52,168 55,489 Utilities 24,428 21,515 Maintenance and repairs 10,024 10,345 Cleaning supplies 5,310 5,195 Transport 3,965 3,619 Smallwares 1,895 2,299 Bank charges 3,035 3,160 Excise duty 675 624 Telephone and postage 778 671 Insurance 389 341 Net (gain)/loss on disposal of property, plant and equipment and right-of-use assets (29) (178) Miscellaneous expenses and revenues 2,520 3,382 Total 105,158 106,462
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 10 10 6 GENERAL AND ADMINISTRATIVE EXPENSES Six-month period ended 30 June 2026 30 June 2025 Payroll and employee benefits 22,326 22,785 Third-party services 4,642 4,832 Depreciation, amortization and impairment of non-current assets 2,854 3,096 Rent 109 126 Banking charges 299 297 Transport 1,039 847 Maintenance and repairs 99 104 Smallwares 44 41 Insurance 95 77 Telephone and postage 177 184 Miscellaneous expenses and revenues 245 197 Total 31,929 32,586 7 DEPRECIATION AND AMORTIZATION Six-month period ended 30 June 2026 30 June 2025 Depreciation of right-of-use assets recognized in "Restaurant expenses" 35,804 33,825 Depreciation, amortization and impairment of other non-current assets recognized in "Restaurant expenses" 25,655 27,036 Depreciation, amortization and impairment recognized in "Restaurant expenses" 61,459 60,861 Depreciation of non-operating right-of-use assets recognized in "General and administrative expenses" 1,535 1,571 Depreciation, amortization and impairment of other non-current assets recognized in "General and administrative expenses" 1,319 1,525 Depreciation, amortization and impairment recognized in "General and administrative expenses" 2,854 3,096 Total depreciation, amortization and impairment 64,313 63,957 For the six month -period ended 30 June 2025, depreciation and impairment expenses include an impairment charge of a total amount of RON 3,462 thousand, comprising: an amount of RON 1,215 thousand related to the leasehold improvements and other non-recoverable non-current assets, following the relocation of KFC IS Palas Drive to a new area, as a part of the landlord’s initiative to redesign the commercial park; and RON 2,247 thousand related to the non-current assets associated with the closure of a KFC restaurant located in Bari, Italy. 8 FINANCE COSTS Six-month period ended 30 June 2026 30 June 2025 Interest on loans and borrowings 3,123 3,157 Interest expense on lease liabilities 7,789 8,078 Interest cost on benefit obligation 82 67 Foreign exchange loss 10,375 6,750 Total finance costs 21,369 18,052
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 11 11 9 BORROWINGS Interest rate, % 30 June 2026 31 December 2025 Current borrowings Current portion of bank loans EURIBOR 3M + relevant spread 42,304 42,492 Total current borrowings 42,304 42,492 Non-current borrowings Non-current portion of bank loans EURIBOR 3M + relevant spread 111,859 106,197 Total non-current borrowings 111,859 106,197 Total borrowings 154,163 148,689 The Group’s financing facilities consist of: • Financing facilities with Unicredit Bank Romania (Alpha Bank Ro mania). Starting November 4, 2024, Alpha Bank Romania became part of the UniCredit Group, the merger between the two banks being completed on August 15, 2025. The Group has an uncommitted long term credit facility in maximum amount of EUR 42,167 thousand, out of which it is used the amount of EUR 27,462 thousand, for the development of new locations and financing of the foreign subsidiaries, with a maturity of 6 years from each withdrawal, a credit facility for issuance of bank guarantee letters of EUR 3,500 thousand out of which the amount of EUR 3, 071 is used at 30 June 2026, as well as a multi -optional short -term facility in a maximum amount of RON 11,678 thousand for financing of working capital and guarantee letters, out of which is used the amount of RON 5,834 thousand (for guarantee letters) as at 30 June 2026. The loan facilities are secured with property, plant and equipment of restaurant locations for which the credit limit has been utilised, pledge on business goodwill, pledge on current accounts opened with the bank, promissory notes issued, pledge on receivables from shares owned by the Group in its subsidiaries from Moldova and Italy. • An uncommitted short -term facility agreement signed in June 2024 with Citibank Europe PLC Dublin – Romania Branch by Sphera Franchise Group SA and USFN Romania, as Borrowers, in total amount of EUR 3,500 thousand, used by the borrowers for issuance of lett ers of guarantee for borrowers’ use or on behalf of other Group entities. The facility is secured with a movable mortgage on the bank accounts of the borrowers opened at the Bank. As of June 30, 2026, it was used for issuance of guarantee letters the amount of RON 13,114 thousand, equivalent of EUR 2,501 thousand (31 December 2025: RON 10,316 thousand, equivalent of EUR 2,023 thousand). • An uncommitted long-term facility agreement in amount of EUR 460,000 and a long-term facility in amount of EUR 410,000 signed in June, respectively October 2025 by Choco Franchise SR L with Banca Popolare di Milano (BPM) , each facility being repayable in 60 monthly instalments. The credit facilities are intended to support the development activities of the Cioccolatitaliani brand. The loans are unsecured, carry no financial covenants, and are backed by a binding letter of comfort issued by Sphera Franchise Group SA. • In October 2025, respectively December 2025, USFN Italy signed two uncommitted long -term facility agreements with Banca Popolare di Milano (BPM) for an amount of EUR 890,000, respectively EUR 360,000 repayable in 60 monthly instalments from drawdown date. The credit facilities are intended to support the development activities of the KFC brand in Italy. The loans are unsecured, carry no financial covenants and are backed by a binding letter of comfort issued by Sphera Franchise Group SA. Covenants: The Group’s borrowing arrangement with Unicredit Bank and Citi Bank contains several covenants, mainly of quantitative nature, out of which the most important relates to the ratio bank net debt, including non-cash loan utilized for letter of guarantee / EBITDA at a consolidated level, excluding the impact of IFRS 16, which should not exceed at any point in time 2.5. Breaches in meeting the financial covenant at Group consolidated level would permit the bank to call the loan amount needed to meet the financial covenant. There have been no breaches of the consolidated financial covenant for the years ended 31 December 2025 and 31 December 2024. The Group’s borrowing arrangements with Banco Popolare di Milano do not include financial covenants.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 12 12 10 EQUITY 10.1 Issued capital 30 June 2026 31 December 2025 Authorised shares Ordinary shares of 15 RON each 38,673,462 38,799,340 Share capital (RON thousand) 580,102 581,990 The shareholders of Sphera Franchise Group SA as of 30 June 2026, respectively, are: Shaletia Ventures Ltd. (29.6428%), Computerland Romania SRL (20.5994%), Wellkept Group SA (18.3296%) and free float (31.4282%). The shareholders of Sphera Franchise Group SA as at 31 December 2025 are: Shaletia Ventures LTD (29.5466%), Computerland Romania SRL (20.5326%), Wellkept Group SA (17. 0739%) and free float (32.8469%). As at 30 June 2026, Sphera Group held 20,732 own treasury shares, representing 0.0536% of the parent company’s share capital (31 December 2025: 163,503 own treasury shares, representing 0.421%). Following the shareholders ‘decision dated April 29, 2025 , Sphera Franchise Group SA registered in February 2026 a share capital decrease of RON 1,888 thousand through the annulment of 125,878 own ordinary shares. As a result, the value of the share capital decreased from RON 581,990 thousand to RON 580,102 thousand. 10.2 Treasury shares Buyback programs (one program for the reduction of the share capital and one program for share option plan) In accordance with the decisions of the General Meetings of Shareholders, the Group executed two buyback programs through market operations : one program was aimed at implementing the share option plan for top management , while the other was focused on reducing the share capital by canceling the redeemed shares. As of June 30, 2026, the Group held 20,732 own treasury shares for the share option plan. As of December 31, 2025, the Group held 163,503 own treasury shares for the two buyback programs. As part of the Group’s share option plan, during the six-month period ended 30 June 2026, SFG assigned 37,625 free shares with a total value of RON 1, 385 thousand to the executive directors of the Group, representing the SOP for activity carried out in 2023 and 2024. Following the shareholder approvals granted at the April 2026 General Meetings, the Group initiated a share buyback program on June 19th, 2026. As at June 30, 2026, the Group had bought 20,732 shares at an average price of RON 38,6623 per share, for a total consideration of RON 802 thousand. The first stage of the program was completed on July 10th, 2026, with the buyback of 44,210 shares at an average price of RON 39.1187 per share, for a total consideration of RON 1,729 thousand. The shares were repurchased for the implementation of the Stock Option Plan for Directors covering the 2023 -2025 period, as well as for members of management of certain Group subsidiaries.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 13 13 11 EBITDA Six-month period ended 30 June 2026 30 June 2025 Operating profit 33,419 29,198 Adjustments to bridge operating profit to EBITDA: Depreciation, amortization and impairment of non -current assets included in restaurant expenses 61,459 60,861 Depreciation, amortization and impairment of non -current assets included in general and administrative expenses 2,853 3,096 EBITDA 97,732 93,155 Normalization adjustments 114 1,617 Normalized EBITDA 97,846 94,772 For the six-month period ended 3 0 June 2026 EBITDA was normalized to exclude the one-off operating costs in amount of 114 related to the restaurants closure. For the six-month period ended 30 June 2025, EBITDA was normalized by excluding non-recurring expenses amounting to RON 1,617 thousand. These include redundancy costs of RON 1,289 thousand (Note 4) and other operating expenses of RON 32 8 thousand, both related to the closing of the KFC restaurant located in Bari, Italy. 12 RELATED PARTY DISCLOSURES During the six-month period ended 30 June 2026 and 30 June 2025 respectively, the Group has carried out transactions with the following related parties: Related party Nature of the relationship Country of incorporation Nature of transactions Moulin D’Or SRL Entity affiliated to shareholders of the parent Romania Goods and services Midi Development SRL Entity affiliated to shareholders of the parent Romania Services Grand Plaza Hotel SA Entity affiliated to a shareholder of the parent Romania Rent and utilities store PH Dorobanti, services Arggo Software Development and Consulting SRL Entity affiliated to a shareholder of the parent Romania IT services Wellkept Group SA Shareholder and entity under common control of Radu Dimofte, ultimate controlling party of the Group Romania Rent training center (2025) and payment of dividends Shaletia Ventures Ltd. Shareholder and entity under common control of Radu Dimofte, ultimate controlling party of the Group Cyprus Payment of dividends Radu Dimofte Beneficial owner of Wellkept Group SA, Shaletia Ventures Ltd. and ultimate controlling party of the Group Romania Rent store KFC Mosilor Computerland Romania SRL Shareholder with significant influence Romania Payment of dividends, acquisition of IT equipment, licenses Elicom SRL Entity affiliated to a shareholder of the parent Romania Call-centre services Dorobanti 239 Imobiliare SRL Entity affiliated to a shareholder of the parent Romania Rent and utilities for restaurant and administrative area Baneasa Developments SRL Entity affiliated to a shareholder of the parent Romania Restaurant rent
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 14 14 Baneasa Investments SA Entity affiliated to a shareholder of the parent Romania Restaurant rent The following table provides the total amount of transactions that have been entered into with related parties for the relevant period: Transactions during the six- month period ended 30 June 2026 Balances as at 30 June 2026 Sales to related parties (without VAT) Purchases from related parties (without VAT) Amounts owed by related parties Amounts owed to related parties Midi Development SRL - 5 - - Grand Plaza Hotel SA - 692 66 2 Arggo Software Development and Consulting SRL - 561 - 7 Dorobanti 239 Imobiliare SRL - 2,179 - 8 Baneasa Developments SRL - 2,446 - 116 Baneasa Investments SA - 346 172 - Computerland Romania SRL 8 296 4 - Elicom SRL - 263 - 53 Radu Dimofte - 44 - - Moulin D'Or SRL - 0 - 0 8 6,832 242 186 Transactions during the six- month period ended 30 June 2025 Balances as at 31 December 2025 Sales to related parties Purchases from related parties Amounts owed by related parties Amounts owed to related parties Wellkept Group SA - 252 - - Grand Plaza Hotel SA - 647 66 9 Arggo Software Development and Consulting SRL - 667 28 46 Dorobanti 239 Imobiliare SRL - 1,982 - 140 Baneasa Developments SRL - 2,402 - 151 Baneasa Investments SA - 353 172 5 Computerland Romania SRL 14 107 503 606 Elicom SRL - 283 - 49 Radu Dimofte - 50 - - Moulin D'Or SRL - 1 - - Parc Hotels SA - - - 5 14 6,744 769 1,011 Compensation of key management personnel of the Group: Six-months ended 30 June 2026 30 June 2025 Short-term employee benefits 5,337 4,467 Total compensation of the key management personnel 5,337 4,467 The amounts disclosed in the table are the amounts recognized as an expense during each reporting period.
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 15 15 13 SEGMENT INFORMATION For management purposes, the Group is organised into business units based on the restaurants’ brands, as follows: • KFC restaurants • Pizza Hut restaurants • Taco Bell restaurants • Choco restaurants (Cioccolatitaliani) Inter-segment revenues are presented in the “Inter -segment revenues” line and eliminated during consolidation. The first restaurant of the new brand, Cioccolatitaliani (“CHOCO”) was inaugurated in Italy on 20 June 2025 and contributed RON 52 thousand to restaurant operating revenues during H1 2025. In the comparative reporting period, the brand was presented under the “Other” segment. In September 2025, the Group added Hard Rock Café (“HRC”) to its portfolio and, in March 2026, Wagamama (“PAF”), an Asian cuisine brand. The development of these new brands is planned to start at the end of 2026 - the beginning of 2027. Until they commence operations, these two brands will be presented under the “Other” segment. The Board of Directors monitors the operating results of the operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on segment operating profit and is m easured consistently with ‘’Restaurant operating profit’’ in the statement of comprehensive income in the consolidated financial statements. Six-month period ended 30 June 2026 KFC Pizza Hut Taco Bell Choco Other Eliminations Consolidated Revenues from external customers 647,379 49,996 55,724 1,413 - - 754,512 Inter-segment revenues - - - - 19,393 (19,393) - Other income 1,728 123 41 - - (445) 1,447 Dividend revenues - - - - 69,157 (69,157) - Operating expenses 607,136 54,726 55,847 3,405 21,207 (19,781) 722,540 Segment operating profit/(loss) 41,971 (4,607) (82) (1,992) 67,343 (69,214) 33,419 Finance costs 19,265 1,700 1,957 333 170 (2,056) 21,369 Finance income 1,603 2 - - 820 (2,056) 369 Income tax expense 5,531 - (209) (59) - - 5,263 Net profit/(loss) 18,778 (6,305) (1,830) (2,266) 67,993 (69,214) 7,156 Total assets 30 June 2026 636,757 39,011 63,129 18,288 785,430 (804,894) 737,721 Total liabilities 30 June 2026 641,446 80,250 58,254 20,532 49,544 (204,432) 645,594 Total assets 31 December 2025 681,638 40,238 56,624 12,390 754,507 (767,354) 778,043 Total liabilities 31 December 2025 633,209 75,173 52,544 12,325 45,019 (167,151) 651,119
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SPHERA FRANCHISE GROUP SA INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX- MONTH PERIOD ENDED 30 JUNE 2026 (UNAUDITED) All amounts in RON thousand, unless specified otherwise 16 16 Six-month period ended 30 June 2025 KFC Pizza Hut Taco Bell Other Eliminations Consolidated Revenues from external customers 641,740 53,355 50,069 45 - 745,209 Inter-segment revenues - - - 21,465 (21,465) - Other income 2,152 180 32 - (43) 2,321 Dividend revenues - - - 105,501 (105,501) - Operating expenses 612,372 57,196 47,287 23,270 (21,792) 718,333 Segment operating profit/(loss) 31,520 (3,661) 2,814 103,741 (105,217) 29,197 Finance costs 16,395 1,444 1,389 968 (2,144) 18,052 Finance income 1,611 2 - 890 (2,144) 359 Income tax expense 4,600 - 290 174 - 5,064 Net profit/(loss) 12,136 (5,103) 1,135 103,489 (105,217) 6,440 Total assets 30 June 2025 629,655 47,303 45,864 150,426 (131,362) 741,886 Total liabilities 30 June 2025 629,177 78,453 43,500 62,526 (189,238) 624,418 For the six-month period ended 3 0 June 2026, other income includes revenues from recycled oil sales, sub-franchise fees, and other miscellaneous income. For the six-month period ended 3 0 June 2025, other income includes a write -off of lease liability (1,624 thousand RON) related to a location where the construction permit could not be obtained due to factors beyond the Group’s control, as well as revenues from recycled oil sales, sub -franchise fees, and other miscellaneous income. Geographic information: Six-month period ended Revenue from external customers 30 June 2026 30 June 2025 Romania 648,151 638,526 Italy 90,328 93,098 Republic of Moldova 16,033 13,585 Total restaurant revenue 754,512 745,209 The revenue information above is based on the location of the customers. Bucharest, 31 August 2026 Chief Executive Officer Chief Financial Officer Calin Ionescu Valentin Budes