Welcome, everyone, to InderesTV. I'm joined today by Remco Westermann, the CEO of Verve Group. Welcome, Remco. Nice to have you here.

Thanks, Jesper. Thanks for having me.

The last time we spoke with you was just after the Q4 report early in 2026. Since then, Verve has reported Q1, launched its retail media offering in Germany, and just last week, you hosted your first ever Capital Markets Day in New York, among other things. So there's a lot to get into, but I think we can start with the CMD. Not everyone in our investor community had the chance to watch the full day, so I would like to give you the opportunity to summarize it. What were the two or three things that you would want an investor to walk away with from that day?

Yeah. Thank you. It's always an important point of the year for us to do the Investor Day, to really go a bit deeper than in the quarterly numbers. And this Investor Day, we really again wanted to show the story that we are building here. The one is really that it's a highly scalable platform, which is basically built on a few, let's say, core components. The one is critical mass. So having really a lot of supply, mostly in supply, and also a lot of demand, being vertical and efficient, having data and AI, and also working on measurement and closed loops with that, having really a very appealing proposition for our customers.

And one of the things we went deeper in is the set of data that we have, the signals, and what we do with those, and also how we make them available, how we work with machine learning. And also the other point you mentioned just before is, let's say, the closed loop that we are able to create on retail media and CPG, and which really brings and gives us performance comparable to walled gardens and makes us really an appealing proposition for our customers and potential customers.

I understand we will get a little bit more into the retail media later on, but you have also announced plans to relocate the registered office to Ireland, and that you are evaluating USD reporting and potentially a direct US listing. Can you talk about the thinking behind that, and what conditions would need to be in place before a US listing becomes a realistic near-term goal for you?

Yeah, of course I can. Yeah, we like Sweden. Let me maybe start with that. And we are really happy to be in Sweden and Scandinavia. But when we moved to Sweden, we expected Nasdaq Stockholm, Sweden, to also use their connections to the US and enable us listing. So far they haven't been able to do that. And with all our peers in the US, with 75% of our business in the US, with most of our business in US dollars, it makes sense to have a listing or to get close to the US market.

If you move to Ireland. We have, first of all, an Anglo-Saxon governance structure basically for the company, which US investors understand better. We are able to report in US dollars and indeed we can do a potential US listing. No decision has been taken, neither for the US dollar reporting. But it is, of course, not unlikely that we will do that. And it would help us as a company to become more comparable and also more competitive in the US market, which is our main market. So those are the backgrounds for this, I understand.

Then let's get into the retail media launch. That was one of the headlines for your CMD. For investors who missed that CMD session, in plain terms, how does your retail media offering actually work? And how is it different from what a retailer could build themselves or buy from Amazon and so on? Yeah.

Retail media is a growing market. We see that retailers are here and they're under pressure, but also that they start to realize that they have, how to say, a lot of great contacts with consumers. And if you look at physical stores, over 80% of all consumer decisions are still taken in store. So the majority of the sale takes place in store. A lot of retail media efforts in the last years have gone in the online part, but this in-store thing has been a bit neglected. There's a lot of, how to say, trials there. Some people have some screens in stores, but there is nothing that's really very strongly combined. And that was the idea when we started this, to really build a strong retail media network in Germany.

We have now over 18,000 stores that we're working with. Or that we're working with. And that makes us immediately the biggest retail media network in Germany. We are reaching over 80% of the German consumers with that. And basically what we're doing, or what we're capable of doing now, is super exciting. It's bringing people to stores. So with mobile, but also CTV and other campaigns, we are able to drive people to store with a coupon or with other ways of advertising things. Then in the store, we are able to show product ads and things on screen, to also do promotions with coupons and things like that. So in the stores, we have screens and other ways of influencing buying behavior.

And then at the point of sale. So at the cashier desk, we can also prove that people were buying those products. So it is still early days. I mean, we started this only ten months ago, but we see really good results. Retail is happy because we raise our revenues. The brands are happy because we can really increase their market share or improve their market share. So in that sense, yeah, it looks very well. And we are looking forward to further build this.

I understand, and you have been deliberate about keeping retail media more or less out of the 2026 guidance. When do you expect this to become a meaningful revenue contributor? Is that realistic? A 2027 story or further out? And what are the milestones that will tell you the commercial model is working?

Yeah. Let's say we are, as mentioned, in the early phase, and what we have noticed, or what's happening, is retailers are slow, but also shifting advertising budgets takes time. I mean, next year budgets are only decided on in Q4 this year. So in that sense, we don't expect a meaningful contribution for this year. But from next year onwards, we expect that this will really meaningfully also add to our business.

Okay. And from here, I would like to bring in some questions from our investor community, and the first one on AI and pricing power. Does AI-driven targeting capability translate into genuine pricing power, or does it primarily benefit the customer in terms of performance while your own take rate stays flat? It's a bit, it's.

Let's say everybody should profit from it with AI. We can just do a better job. We can do better targeting, which means we get better consumer profiles, which means we get better outcomes for the advertisers and for the publishers. And that makes us more interesting to work with for various parties. And that means that we also generate higher revenues and margins. So overall, it's a kind of flywheel. If you do a better job, we will be more attractive and people will also increase our revenues. So that's the thinking behind it.

And there's a lot of details in this AI, like, for example, what's the right minimum price? You're asking for an ad, what is the optimal margin we're working with? So there's a ton of things that we do with AI. It's not just one big AI, but it's a lot of processes that are behind it.

Yeah, I understand, and then we've got a question that is connected again to the CMD. I think investors would have expected a restatement of your mid-term financial targets, as well as your 2028-2029 ambitions on revenue and EBITDA. Given the revenue recognition change last year, why did you choose not to update the mid-term targets at the CMD? And when should investors expect clarity on this?

Good point. Just to make it very clear, the mid-term numbers that we showed are a perspective and not a target nor a guidance. So in that sense, it's indicative, but that we're not talking about it anymore. It doesn't mean that we revoked them. But with closed-loop retail media and all the things we are doing, we don't want to start a discussion now about what contributes when to our growth, but we are a strong growth company and expect to also do that further in the future and to also really become even more substantial in the next years.

I understand. If we're going into the Q1 numbers, then in Q1 you delivered organic growth of 6.4% and improved gross margin and a much better cash flow headline than a year ago, but organic growth was still below your full-year market growth assumption and adjusted EBITDA declined year on year. How confident are you that H2 delivers the acceleration needed to hit full-year guidance, and what are the specific lead indicators you are watching most closely right now?

Yeah, I think it's good to, again, go into the seasonality of the market. The first half of the year is always the weaker half. And the second half is by far the strongest because that's where we have a lot of holidays. That's where, let's say, the budgets are all there. And therefore what we usually do is indeed in the first half invest. I mean, we're doing that with building our sales team up. We're doing that with investing in our product solutions. We're testing a lot of things at the moment because that is, let's say, really being prepared for a very strong Q3 and Q4. And that's what we're working towards. And that means, yeah, we do investments in the sales team, all these kind of things. But we feel confident with our guidance.

And last year's integration work is now behind you. What does the underlying organic growth rate look like for 2026, stripping out acquisition and the revenue recognition noise?

Yeah, we're not going into every detail with calculating things out. I mean, there's analyst numbers and things available for that. But yeah, I think there's enough in the market that people can have a good view on it for this year based on like-for-like revenues we're guiding, and that's the mid number regarding 17% revenue growth and 19% EBITDA growth. That's including M&A and excluding currency effects. But I think that's a solid number for a company like ours. And we can do more. We have shown that in the past. But we, of course, last year had a lot of things to optimize. We're still doing a lot of stuff, still investing a lot. And it's always important to find a balance between those.

Yeah. If we're looking at near-term tailwinds, and this was quite a specific question that we got, how much incremental revenue do you expect from the FIFA World Cup this year? And how is that reflected, or not reflected, in the 2026 guidance?

Yeah, we will see how much.

Really comes out of the FIFA. I mean, normally special events always have a positive revenue effect. But let's say we're a bit skeptical on this. Football is not a big thing in the US. There's other events like the elections, the midterm elections, which will be in Q3, Q4, actually beginning Q4. There, we expect much more. So we're not expecting too much from the football.

Okay. And then on cash flows, part of the Q1 improvement came from the release of receivables that was tied up at the end of Q4 25, as well as increased use of the securitization program. For investors trying to assess the underlying cash generation, how much of the Q1 improvement was structural versus timing effect? And the CFO mentioned during the CMD the onboarding of cash and data into the securitization program. What does that mean in practice for cash conversion going forward?

Yeah, we had two effects basically between Q4 and Q1. The one was that, of course, our Q4 revenue was a very sharp increase versus Q3, which means that a lot of cash came in, but that comes in after Q4. Part of that cash is really going into the securitization program. And that was the other effect: 20 million was not utilized of the program. So those things changed in Q1, and in Q1 we got in, let's say, the money that we made in Q4. And also, let's say, we fully drew the securitization program to 100 million.

As you mentioned, or as Christian, our CFO, mentioned, we have included now more activities into the program, which means that we can also, in weaker quarters, seasonally weaker quarters, utilize the program better. And we're also working on further extending the program. No date yet, but we hope that we can further extend the program in Q3. So that's indeed, let's say, the things that are positively influencing our cash flow.

Yeah, I understand, but weak cash flow was the single biggest disappointment of 2025. And the market still questions the ability to turn earnings into cash. Setting aside one-off working capital movements, acquisitions and securitization dynamics, in a normalized 2027 or 2028, what do you believe is the sustainable free cash flow conversion as a percentage of adjusted EBITDA? And what are the key assumptions behind that?

Yeah, we are not guiding on cash flow, but I think everybody can have its own analysis here. And if you look at Q1, we had an extremely strong cash flow generation, with the effects I just explained before. So please look at, or let's say refer to, equity researchers. But this company can generate good cash flow conversion. And we have been showing that. But we are not guiding on that, as mentioned.

Okay. You have made a substantial front-loaded investment in the sales team, and a 9 to 15 month ramp means most of the revenue benefits in H2 2026 and 2027 story. But two specific questions from the community about this. First, what early productivity signals can you point to today that suggest the first wave is tracking on schedule rather than running slow? And secondly, what is your retention rate on these new hires? I mean, a 9 to 15 month ramp only pays off if they stay. If a meaningful share leaves before they're productive. You've taken the cost without the return.

Yeah. That's true. Let's say, how do we track our sales teams? We have Salesforce implemented as a tool, and we basically track everything from emails being sent out. How many meetings, the success of the meetings, what went good, what was not good? RFPs, orders being written. So basically the whole chain we are tracking, and we have also, of course, reference numbers in their KPIs that we match towards. And we see after a while if somebody is performing or not.

And there's always circumstances, of course, but basically, let's say, we will do some of those people, but that's more from our side. If they are not performing, salespeople can also often sell themselves very well. And not everybody is as good as he or she sells himself. So that's where we then also have to again hire, to start up again. Yeah, I'm not going into every detail here for the numbers, but that's the principle behind it. And as we said, it's 9 to 15 months till a salesperson is in the money, basically, where it starts paying for his own salary, and we need to further continue building our sales team because it just makes sense to further grow 4,000 agencies in the US. We are by far not covering all of them.

I understand, and then we've got one question from our community about when the Jun Group acquisition was announced in 2024, management guided to roughly 170 million euros of pro forma adjusted EBITDA for 2025, including synergies. But the 2026 guidance midpoint is 160. So the investor notes that with Captify and Ocado since added, the gap is hard to explain purely by the sales investment you're currently making.

We are overall investing in the company, so sales is not the only one. We're also looking at, how to say it, further improving our services, investing in technology, all those kind of things. On the other hand, we're also looking at further cost savings. So it's a mixed bag, basically, to say, but with our 2026 guidance, we published it on a very conservative basis and we're happy that we see Captify and Ocado developing. Yeah. So we have good progress going forward.

And we might at a certain point also change our guidance, hopefully to a positive. But that's too early to say now. So I wouldn't say, I think the guidance is still showing that we're a strong growth company, and that's what we stand for. And not every year will be the same. And that's maybe a good thing to understand. I mean, if your company is growing 1 or 2%, it's pretty easy to predict each year's growth, with the growth percentage that we are having. Yeah, it's very difficult to make it a straight line, or let's say we are proving that we cannot. But overall, on average, our growth percentage is really good.

Yeah. And then one question that is quite recurring during these interviews, and it's about leverage. So net leverage is around 3.1 times against your own 1.5 to 2.5 target. And you've been outside the range for several quarters now, and you've turned to the bond market rather than paying down debt recently. What's the realistic path back into the range that you have? Is it EBITDA growth, actual debt reduction, or both? And then also, of course, the question everyone wants to know, do you have an approximate timeline for getting there to your target?

Yeah. Maybe to start with the last one, we have not any published timeline here, but we want to get our leverage under 2.5. Not saying we want to get it under two, because we are a growth company and we would rather continue to invest in further growth. Mhm. We know that investors want us to be lower. But the interesting thing is that equity investors seem to have more issues with it than debt investors, because we were indeed able to place the bond very nicely. But we understand the point and, yeah, how are we going to do it? We're a growth company. So more EBITDA is the easiest way to do it, of course.

Yeah. And on capital allocation specifically, you currently hold roughly €147 million of cash at the bank. And the operating cash flow did see a notable improvement in Q1. Under what conditions would you use that cash to buy back bonds at a discount versus holding it to fund another round of M&A? Yeah, we are.

Currently, and that's what I also said at the Capital Markets Day. We are really focused on organic growth. Organic growth is by far the most important for this company. We have so many opportunities to further organically grow. M&A is not important. That also means, if there's the ultimate whatever thing coming past, we might reconsider that. But for the time being, it's really about organic growth.

Why do we have so much cash? We are still in an uncertain market. We're still in an investment mode, or further in investment mode. So we think it's good to have such a substantial cash availability. It gives us, let's say, the maximum flexibility that we need. Also, there might be rising interest rates, political conflicts, inflation, whatever. And one of the things that we are discussing internally is indeed, let's say, should we use some of that cash for buyback of bonds? Shares is not so easy. With the current leverage, according to the bond terms, you're not allowed to buy back shares, but bonds we could buy back. So that's something that the AGM authorized and that is a possibility.

Okay. Then again, we need to talk about the macro situation right now. Consumer confidence has been weak for a while, and we're now several months into the US-Iran conflict. That said, have you seen any tangible impact in the business yet, whether in advertiser spend, pricing or customer financial stress or anything?

No. We think. Yeah. Good question. And most probably the most difficult one to answer. US is our main market. And if you look at the US market, we really see a pretty resilient market. There are some sectors, where let's say travel and some special cases where we see a bit of hesitance or even postponing budgets or skipping budgets, but overall it's pretty resilient. We know that the US consumer is not happy with a gallon oil price over $4 or over $5, partly actually. So let's see what the future brings. But so far the market is pretty resilient.

Okay. And then we've also got one question about interest rates, specifically a meaningful share of your debt feeds straight into financial expenses. And one investor then was asking, what's the fixed versus floating interest rate split, and how have you prepared for another leg up in interest rates? And what's the sensitivity if rates move higher from here? Yeah, our bond.

That we refinanced last year, it's 4% over Euribor. So that's basically, with Euribor, of course floating, but 55% of our bond is hedged. So now with higher interest rates, or most likely upcoming higher interest rates, we are in a pretty good position there.

Let's then move into the last section of this interview here. You've been adding to an already large personal position over recent months. When you buy. What are your thoughts about the case? Is it confidence that the H2 operational acceleration actually will land? And what is the one thing that you believe you understand about Verve today that the average investor does not?

To maybe start covering. Good question. And no, first of all, I should mention that I answer this, of course, as a private person and not as CEO of the company. Let's say I'm privately buying those shares, or via one of my holdings. Yeah. Why am I buying shares? I believe in this company. I think we have, let's say, a lot of potential with this company. I've never sold any shares. And if I have the possibility, I buy shares. It's a strong company. It's a fast-growing company. It has a great perspective, what we've built in the last years, and I believe in the further profitable growth and potential of the company. So that's the reason I'm buying shares in the company.

And if we then look forward, what are the three or five metrics or developments you would watch most closely over the next, let's say, one or two years to judge whether the long-term case is playing out or not.

Yeah, I think indeed long term is an important word. I mean, this is really not about the next quarter. It's really about what's going to happen in this market in the next three to five years. We see a consolidating market. And if you want to, let's say, be a winner in a consolidating market. I think there's two main things to watch. The one is increasing scale. So that means growth.

And the second one is really strategic positioning. So I would rather say it's those two. How much can a company grow in this market? And decisive for that is the strategic positioning. Are you really able to differentiate yourself? Are you really able to use your AI better than others, to build those closed loops, things that we are doing? So it's into those two buckets, I would say, where I'm looking at the company and also as a CEO. Now, again, I think that we're doing pretty well and have a lot of potential.

I understand. Remco, we're close to being out of time. And I appreciate you taking the time to answer all of our questions from Inderes, but also our community. Hope to have you back after the Q2 report, but thank you today for taking the time to join me here.

Thank you very much. Thanks for having me.