Ebusco reports H1-2026 results

Successfully completed OEM to OED transition is clearly reflected in the financial results, showing a
positive trend – working capital and liquidity challenges remain and are being actively addressed

Financial review H1 2026

• Revenue arrived at €22.0 million (H1 2025: €28.2m).
• Gross profit of €6.1 million (H1 2025: €-6.2m).
• Reduction of operating expenses (excluding cost of materials, but including amortization and depreciation expenses) continues; €27.6 million in H1 2026 vs. €34.4 million in H1 2025, or -19.8%.
• EBITDA loss of €-17.9 million (H1 2025: €-36.2m).
• Result for the period of €-24.9 million (H1 2025: €-46.1m).
• Cash and cash-equivalents at 30 June 2026 was €2.1 million (31 December 2025: €7.4 million).
• Net equity position at 30 June 2026 was €-14.8 million (31 December 2025: €3.3 million).

Operational review H1 2026

• 16 buses delivered in H1 2026 (vs. 47 in H1 2025).
• Order book of 103 fixed bus contracts at 30 June 2026, adjusted to 80 fixed bus contracts following the recent (post 30 June) cancellation of the Potsdam order.
• First Ebusco 3.0 bus successfully produced by Golden Dragon, one of Ebusco’s contract manufacturers in China, presented in July 2026.
• Ebusco has entered into a local agency arrangement in the United Arab Emirates (UAE), a first step towards the Middle East market.
• Energy Solutions contributed c. 13.6% to H1 revenues and the objective is to further develop this business with new BMS and BESS contracts.
• FTE reduction from 282 FTEs as at 31 December 2025 to 248 FTEs as at 30 June 2026, a reduction of c. 12%.
• Internal Control Framework (ICF) has been further strengthened and the redesign of the ICF to align with the OEM to OED transition is progressing according to plan.

 Working Capital and Liquidity

• Ebusco secured a working capital package of €27.4 million in April 2026.
• The company is in the process of establishing a sustainable working capital solution through a c. €30 million LC (Letter of Credit) facility with one of its Asian partners, backed by a corporate guarantee from Gotion (the LC Facility). Completion and effectuation of the LC Facility is subject to final documentation.
• In addition, Ebusco is in active discussions with one of its shareholders to secure a short-term liquidity solution.
• However, Ebusco’s working capital and liquidity constraints continue to persist. Managing working capital and short-term liquidity remain key priorities of the company’s management.
• If the company is not successful in securing a short-term liquidity solution and the LC Facility, Ebusco may face material challenges in meeting its obligations going forward.

 Strategic Option

• Discussions continue with multiple parties on a potential strategic transaction involving Ebusco’s bus operations.

Deurne, 14 August 2026 – Ebusco (Euronext: EBUS) today provides insight into its financial and operational results for the first half of 2026

Ebusco is pleased with the clear positive trend in the financial results, which stems directly from the completed OEM to OED transition that commenced in 2025; reported gross margin for H1 2026 was solidly positive (+27.8%, or c.16.3% if adjusted for the impact of a BMS contract), the first time since the half-year results in 2022. In addition, EBITDA loss and Net Loss (Result for the Period) for H1 2026 have been further brought down significantly versus H1 2025, which is also the result of the successful ongoing cost reduction program and organizational right-sizing. Lastly, Net Debt (excluding lease liabilities) has come down markedly from €46.3 million at 30 June 2025 to €26.1 million at 30 June 2026 (-43.6%) following a comprehensive restructuring of outstanding indebtedness in Q3 2025.

This positive trend is clearly visible in the financial results, despite the relatively low revenue in H1 2026 (€22.0m vs. € 28.2m in H1 2025). This lower revenue results mainly from a relatively low number of bus deliveries in H1 2026 (16 vs. 47 in H1 2025), which is in line with earlier communication in relation to the bus delivery pace and schedule in 2026. The delivery schedule is heavily weighted towards H2 2026, more specifically Q4 2026, and a portion of the expected deliveries now shifts into Q1 2027.

This delay in the bus delivery schedule is the result of the ongoing working capital constraints that Ebusco is facing. The €27.4 million working capital arrangement that Ebusco announced on 2 April 2026 was largely non-cash based and there continues to be a delay in the fulfilment of the working capital support from the Asian supply chain partner. As a consequence, the working capital arrangement as announced on 2 April has not resolved Ebusco’s persistent liquidity constraints in full. These continuing constraints have had a negative impact on the number of buses delivered in H1 2026 and the pace of bus production at the contract manufacturers.

Working Capital and Liquidity

Ebusco is in the process of establishing a sustainable working capital solution through a c. €30 million LC (Letter of Credit) facility with one of its Asian partners, backed by a corporate guarantee from Gotion (the LC Facility). Completion and effectuation of the LC Facility is subject to final documentation.

In addition, Ebusco is in active discussion with one of its shareholders in securing a short-term liquidity solution.

However, Ebusco’s working capital and liquidity constraints continue to persist. Managing working capital and short-term liquidity remain key priorities of the company’s management. If the company is not successful in securing a short-term liquidity solution and the LC Facility, Ebusco may face material challenges in meeting its obligations going forward. See also the going concern paragraph below.

Cost reduction and right-sizing program continues

Meaningful progress continues to be made in terms of rightsizing the organization and reducing the operating expenditures: average operating expenses (excluding cost of materials, but including amortization and depreciation expenses) per month in H1 2026 were c. €4.6m, down from €5.7m in H1 2025, which is largely the result of a reduction in the employee benefit expenses. The number of FTEs at 30 June 2026 was 248, down from 282 at 31 December 2025 (or -12%).

To highlight the enormous effort in terms of reducing costs and right-sizing the organization as part of the OEM to OED transition:

Figure 1: Operating expenses (excluding cost of materials, but including amortization and depreciation expenses) (OPEX) per month, for the periods indicated

Figure 2: Number of Full-Time Equivalents (FTEs), including temporary employees, for the periods indicated

Ebusco sees some further scope for additional cost reductions, which it aims to realize in H2 2026.

Operational Update

Ebusco delivered 16 buses in H1 2026 (47 in H1 2025).

As of 30 June 2026, the company’s order book totaled 221 buses, consisting of 103 firm orders and 118 call-off orders.

On 9 August 2026 Ebusco announced that it has taken note of the cancellation of a new bus order by ViP Verkehrsbetrieb Potsdam GmbH (ViP), which related to 23 buses. Ebusco has objected to the termination and disputes its validity. Adjusted for this cancellation, the fixed order book totals 198 buses, consisting of 80 firm orders and 118 call-off orders.

[1] There is no guarantee that these call-off orders, which are exercisable until March 2027, will be converted into fixed orders as customers may not be successful in winning tenders or for other reasons. However, if the customer orders an electric bus, it is contractually obliged to ask Ebusco to deliver it first.

Following the delivery of 3 buses after 30 June 2026, bringing the year-to-date total to 19, Ebusco expects to deliver 77 buses of its fixed order book in the remainder of 2026, mostly in Q4, and the balance in Q1 2027.

On 14 August 2026 Ebusco has entered into a local agency arrangement in the United Arab Emirates (UAE), a first step towards the Middle East market. The arrangement gives Ebusco a route to participate in future tender processes in the UAE, where several public transport authorities are pursuing the electrification of their bus fleets. Entering into this arrangement anticipates an initial opportunity of approximately 230 electric buses. Participation in any tender remains subject to prequalification and to the applicable tender procedures.

In addition to the order book and the UAE agency agreement, Ebusco has an active tender pipeline at the end of June 2026, comprising 173 buses in ongoing tender processes for existing and new clients.

Lastly, Ebusco aims to further build out its Energy Solutions business, with the support of its key strategic partner and shareholder Gotion. The contribution of this business to the H1 2026 revenue comprised c. 13.6% in relation to a BMS (Battery Management System) contract of Gotion, where Ebusco provided software related services. The order book for the Energy Solutions business mainly consists of 11 Mobile Energy Containers (MECs).  Management is confident that new contracts for BMS, Battery Energy Storage Systems (BESS) or other energy solutions products will be secured in H2 2026.

Update on the Potential Strategic Option

Ebusco continues to be in discussions with multiple strategic parties that have expressed an interest to entertain a strategic transaction, in the form of purchasing a controlling stake in Ebusco’s bus operations or via a joint venture. These discussions progress, but remain in a non-binding stage. The structure, valuation and timing of any transaction remain subject to negotiation, further due diligence, definitive documentation, approvals, and customary closing conditions.

For any transaction that will be regarded a significant change in the identity or character of the company, Ebusco will seek prior approval from the General Meeting of Shareholders.

Subsequent events and other developments

In July 2026 the first Ebusco bus produced by Golden Dragon, one of Ebusco’s contract manufacturers in China, was successfully presented. This 18-meter bus, built as part of a larger batch for a European client, was produced at Golden Dragon’s state-of-the-art Longhai Plant, which serves as Golden Dragon’s manufacturing base for high-end global markets. Pre-Delivery Inspection (PDI) and other activities related to the completion of the bus (such as IT) are taking place at Ebusco’s own locations in Deurne, the Netherlands and Rouen, France, in line with the company’s local content strategy.

On 7 July 2025, as part of a comprehensive restructuring of outstanding loans, Ebusco announced the take-over by Heights of the full (€4.6 million) loan position of ING Bank N.V. This loan had a maturity of 19 August 2026, which has now been extended with one year to 19 August 2027 under the same terms, including a conversion option to Ebusco shares.

Ebusco continued to strengthen its Internal Control Framework (ICF) during the first half of 2026, building on the basic risk-based framework initiated in Q4 2025. The framework, focused on key controls, has since been expanded to include IT controls and remediation actions identified as part of the FY 2025 external audit. The design and implementation of these controls have substantially progressed, with operating effectiveness monitored and tested on a recurring basis and overall progress reviewed monthly.

Now that the transition from OEM to OED has been completed, Ebusco will perform a broader top-down risk assessment in the second half of 2026 to identify any additional risks and controls required under the new production model. While further work remains to fully mature and embed the ICF, the remediation program is progressing according to plan, with the company aiming to substantially complete the redesign and implementation of the ICF by year-end 2026.

Going Concern

While the developments and efforts referred to above, in particular in relation to the LC Facility and the short-term liquidity solution that is being discussed with one of the company’s shareholders, represent meaningful progress, Ebusco’s current liquidity and financial position remain heavily constrained, indicating the existence of a material uncertainty as to whether Ebusco is able to continue as a going concern. See also the Going concern paragraph in the interim condensed consolidated financial statements report for H1 2026.

Change of Auditor

Ebusco has completed a market assessment of alternative audit solutions. Following this process Ebusco proposes to change its external auditor from EY Accountants B.V. (EY) to Cravo, Fortes, Antão & Associados, LDA (CFA). The proposed appointment remains subject to shareholder approval, to be obtained in an Extraordinary General Meeting of Shareholders (EGM). Ebusco aims to convene such EGM on short notice, with the aim to hold the EGM early in Q4 2026.

EY has been Ebusco’s auditor since 2018. Over this period, Ebusco and EY maintained a constructive and professional relationship. Ebusco is grateful for EY’s professionalism and expertise throughout.

CFA is an audit firm established in Aveiro, Portugal, approved to perform statutory audits by the Comissão do Mercado de Valores Mobiliários. CFA is registered with the Netherlands Authority for the Financial Markets (AFM) as an audit firm from another EU Member State, and that registration extends to statutory audits of public-interest entities. The statutory audit will be led by a Dutch Registered Auditor (Register Accountant – RA), with relevant experience and supported by a Dutch audit team.

Number of shares on issue

As at 30 June 2026 the number of shares on issue was 230,159,640.

Financial Review

 Revenue

Total revenue decreased from €28.2 million in H1-2025 to €22.0 million in H1-2026. This lower revenue results mainly from a relatively low number of bus deliveries in H1-2026 (16 vs. 47 in H1-2025). This decrease of bus deliveries is partly offset by €3.0 million revenue from services delivered in relation to the software of a battery management system (BMS) contract. For further information reference is made to note 6 and 11 of the interim consolidated financial statements.

Cost of materials and gross profit

The gross profit over the first half of 2026 amounts to €6.1 million, representing a margin of 27.8%. The gross profit is positively impacted by the BMS contract (€3.0 million versus nihil in H1-2025). Adjusted for this BMS contract, the gross profit margin would be 16.3%. The remaining gross profit is mainly attributable to delivery of busses (€1.8 million) and spare parts (€1.5 million).

Employee expenses and other operating expenses

As part of the cost reduction program, Full Time Equivalents (FTE) decreased from 282 per 31 December 2025 to 248 as per 30 June 2026.

For H1-2026 the employee benefit expenses amounted to €10.5 million (€16.1 in H1-2025), driven by the average number of 268 FTE which is substantially lower than the average number of 408 FTE for H1-2025.

The other operational expenses amount to €13.5 million in the first half of 2026 (H1-2025: €13.9 million). Due to ongoing cost savings and cost reductions, the other operating expenses decreased. However, this decrease is partly offset by €2.2 million of additions to provisions for commercial claims and contract settlements.

EBITDA

Due to major increases in gross profit (all segments) in combination with significant lower operating expenses, employee benefit expenses in particular, EBITDA improved to negative €17.9 million in the first half of 2026 (H1-2025: negative €36.2 million).

Finance expenses

The financial income and expenses for the first half of 2026 was a net expense of €2.7 million (H1-2025: net expense of €4.9 million). The net expense mainly relates to interest and amortization expenses incurred on the Group’s outstanding convertible bonds to an entity managed by Heights Capital Management LLC. Expenses decreased due to repayment of installments in H1-2026 through the issuance of new ordinary shares in Ebusco Holding N.V. (circa. 25 million shares).

Net result for the period

The net result for the period came in at negative €24.9 million (H1-2025: negative €46.1 million). Earnings per share improved from a loss of €0.69 per share in H1-2025 to a loss of €0.12 per share over the first half of 2026.

 Calendar for the remainder of the year

Click here to read the full press release including interim condensed consolidated financial statements.