XML 56 R32.htm IDEA: XBRL DOCUMENT
v3.26.1

Shareholder' equity | 12 Months Ended
--- | ---
Dec. 31, 2025
Disclosure of reserves within equity [abstract] |
Shareholder' equity | 25. Shareholders’ equity Share capital and share premium At December 31, 2025 and 2024 the fully paid up share capital of the Company was €9,154 thousand, consisting of 302,704,726 ordinary shares and 154,981,350 special voting shares A, all with a nominal value of €0.02. Each ordinary share confers the right to cast one vote. Holders of ordinary shares become entitled to special voting shares upon registering their ordinary shares in the loyalty register (thereby blocking such shares from trading on the NYSE) and maintaining them registered in such register for an uninterrupted period of time as prescribed by the articles of association of the Company. Ordinary shares carry the right to receive dividends and each ordinary share carries the right to repayment of capital in the event of dissolution and liquidation, with the remaining equity, after all debts are satisfied, for the benefit of the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares. Ordinary shares carry preemptive rights in proportion to the aggregate number of ordinary shares held upon the issuance of new ordinary shares or the granting of rights to subscribe for ordinary shares, subject to certain exceptions. If ordinary shares have been registered in the loyalty register for an uninterrupted period of two years in the name of the same shareholder, such shares become eligible to receive Special Voting Shares A of the Company. The relevant shareholder will receive one Special Voting Share A of the Company per eligible ordinary share. Each of the Company Special Voting Share A of the Company will automatically be converted into a Special Voting Share B of the Company after holding a number of ordinary shares for an uninterrupted period of five years following the registration of such ordinary shares in the loyalty register, and each Special Voting Share B of the Company will automatically be converted into a Special Voting Share C of the Company after holding a number of ordinary shares for an uninterrupted period of ten years following the registration of such ordinary shares in the loyalty register. Each class of the Company Special Voting Shares will entitle the relevant holders to the following number of votes, in addition to the voting rights attached to each ordinary share: each Special Voting Share A of the Company confers the right to cast one vote, each Special Voting Share B of the Company confers the right to cast four votes and each Special Voting Share C of the Company confers the right to cast nine votes in the Company’s General Meeting. Holders of the Company’s Special Voting Shares will not receive any dividends in respect of the Special Voting Shares; however, the Company maintains a separate dividend reserve (which is recorded within other reserves in equity) for each class of the Special Voting Shares for the sole purpose of the allocation of the mandatory minimum profits that accrue to the Special Voting Shares. The following table summarizes the changes in the share capital, share premium and number of ordinary shares and special voting shares of the Company for the years ended December 31, 2025 and 2024:
| Share capital |  | Share premium |  | Outstanding ordinary shares |  | Ordinary shares held in treasury |  | Total ordinary shares |  | Special voting shares
| (€ thousand) |  | (# of shares)
At January 1, 2024 | 9,154 |  | 782,587 |  | 250,310,263 |  | 52,394,463 |  | 302,704,726 |  | 154,981,350
Ordinary shares delivered under share-based payments (1) | — |  | — |  | 2,193,216 |  | (2,193,216) |  | — |  | —
At December 31, 2024 | 9,154 |  | 782,587 |  | 252,503,479 |  | 50,201,247 |  | 302,704,726 |  | 154,981,350
Ordinary shares delivered under share-based payments (2) | — |  | — |  | 1,615,889 |  | (1,615,889) |  | — |  | —
Sale of treasury shares (3) | — |  | — |  | 14,121,062 |  | (14,121,062) |  | — |  | —
At December 31, 2025 | 9,154 |  | 782,587 |  | 268,240,430 |  | 34,464,296 |  | 302,704,726 |  | 154,981,350
______________________ (1)As a result of awards vesting under the Group’s equity incentive arrangements, 2,193,216 ordinary shares, which were previously held in treasury, were delivered to participants of the share-based payment plans in 2024, as further described below. All ordinary shares delivered to the Group’s Chairman and CEO refer to the Chairman and CEO that was in office during the year ended December 31, 2025. (a)609,756 ordinary shares to the Senior Management Team to settle a portion of a bonus in ordinary shares equal to a value of $7,500 thousand as part of long-term equity incentives provided. (b)588,000 ordinary shares to the Group’s Chairman and CEO under the CEO 2022-2024 long-term incentive plan in relation to the 2023 performance period. (c)360,000 ordinary shares to the Group’s Chairman and CEO under the CEO IPO PSU plan. (d)430,000 ordinary shares to the directors of the Group, key executives with strategic responsibilities and other employees of the Group under the Management IPO PSU plan. (e)78,460 ordinary shares to the non-executive directors of the Group for a portion of their annual base remuneration for services provided in 2022. (f)127,000 ordinary shares to the Senior Management Team (excluding the Group’s Chairman and CEO) under the 2023 RSU Plan in connection with the achievement of the service condition for the first installment. (2)As a result of the vesting of awards of the Group’s equity incentive arrangements, 1,615,889 ordinary shares, which were previously held in treasury, were delivered to participants of the share-based payment plans in 2025, as further described below. All ordinary shares delivered to the Group’s Chairman and CEO refer to the Chairman and CEO that was in office during the year ended December 31, 2025. (a)1,140,546 ordinary shares to the senior management and other employees of the Group in relation to the 2022-2024 PSUs; (b)368,943 ordinary shares to the Group’s Chairman and CEO in relation to the CEO 2022-2024 PSUs; (c)76,400 ordinary shares to the non-executive directors of the Group for a portion of their annual base remuneration for services provided in 2023. (d)30,000 ordinary shares to the Senior Management Team (excluding the Group’s Chairman and CEO) under the 2023 RSU Plan in connection with the achievement of the service condition for the first installment. For additional information relating to the equity incentive arrangements of the Group, see Note 37 — Share-based payments. (3)On July 29, 2025, the Group announced a strategic partnership with Temasek, a global investment company headquartered in Singapore. As part of the transaction, the Company sold to Temasek 14,121,062 ordinary shares, which were previously held in treasury, at a price of $8.95 per share, as a result of which the Group received cash consideration of €107,216 thousand (net of transaction costs of €1.2 million). Following completion of the transaction, Temasek held a total of 26.8 million shares of the Company, equal to 10% of the Company’s then outstanding ordinary shares, including 12.7 million ordinary shares previously acquired by Temasek on the open market. Legal reserves Pursuant to Dutch law, limitations exist relating to the distribution of shareholders’ equity up to at least the total amount of the legal reserve, which at December 31, 2025 and December 31, 2024 amounted to €(28,845) thousand and €35,624 thousand, respectively, and included the following: •legal reserves for subsidiaries consisting of earnings and other statutory reserves of subsidiaries and associates that are subject to restrictions on distributions to the Company for €19,343 thousand at December 31, 2025 (€18,974 thousand at December 31, 2024); •a translation reserve for the translation differences arising from the consolidation of subsidiaries with a functional currency different from the Euro, amounting to €(54,302) thousand at December 31, 2025 (€21,282 thousand at December 31, 2024); •a cash flow hedge reserve for the changes in the fair value of derivative financial instruments held by the Company designated as a hedge of the exposure to variability in currency exchange rate and interest rate risk, amounting to €3,593 thousand at December 31, 2025 (€(7,429) thousand at December 31, 2024); •gains and losses on the remeasurement of defined benefit plans for actuarial gains and losses arising during the period which are offset against the related net defined benefit liabilities, amounting to €2,603 thousand at December 31, 2025 (€2,742 thousand at December 31, 2024); •the financial assets at FVOCI reserve which arises from changes in the fair value of debt instruments held by the company under a hold to collect and sell business model, which will be reversed when the investment is derecognized or impaired, amounting to €(82) thousand at December 31, 2025 (€55 thousand at December 31, 2024). Reserve for treasury shares At December 31, 2025, the reserve for treasury shares amounted to €287,203 thousand (€418,345 thousand at December 31, 2024) and 34,464,296 ordinary shares were held in treasury (50,201,247 ordinary shares at December 31, 2024). Other reserves A breakdown of other reserves is presented below.
| At December 31,
(€ thousands) | 2025 |  | 2024
Share-based payments reserve | 73,331 |  | 85,183
Non-controlling interests options reserve | (114,247) |  | (114,247)
Other | (143,391) |  | (132,567)
Other reserves | (184,307) |  | (161,631)
The non-controlling interests options reserve includes a reduction of equity attributable to shareholders of the Company resulting from the initial recognition of the financial liabilities at fair value (which are subsequently remeasured at the end of each period through the statement of profit and loss) relating to the put options held by non-controlling interests in Thom Browne group for €92,788 thousand at December 31, 2025 and 2024 (originally recognized in 2018 and partially reclassified within other reserves in 2024 as a result of the first tranche of the put option being completely exercised) and Gruppo Dondi S.p.A. for €21,459 thousand at December 31, 2025 and 2024 (originally recognized in 2019). See Note 28 — Other non-current financial liabilities for additional details relating to the Group’s written put options on non-controlling interests. Retained earnings Retained earnings include the Group’s accumulated earnings, less dividends paid to equity holders and other changes, including the effects of the first-time adoption of IFRS Accounting Standards, which occurred on January 1, 2018. At the annual general meeting of the shareholders of the Company held on June 26, 2025, the shareholders approved a dividend distribution of €0.12 per ordinary share, corresponding to a total dividend of €30,491 thousand. The dividend distribution was paid on July 29, 2025 and was made from the retained earnings reserve. At the annual general meeting of the shareholders of the Company held on June 26, 2024, the shareholders approved a dividend distribution of €0.12 per ordinary share, corresponding to a total dividend of €30,321 thousand. The dividend distribution was paid on July 30, 2024 and was made from the retained earnings reserve. At the annual general meeting of the shareholders of the Company held on June 27, 2023, the shareholders approved a dividend distribution of €0.10 per ordinary share, corresponding to a total dividend of €25,031 thousand. The dividend distribution was paid on July 28, 2023 and was made from the retained earnings reserve.

X
- References No definition available. + Details
Name: | ifrs-full_DisclosureOfReservesWithinEquityAbstract
Namespace Prefix: | ifrs-full_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for share capital, reserves and other equity interest. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Note Effective 2027-01-01 -Name IFRS -Number 19 -IssueDate 2025-01-01 -Paragraph B10 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=19&code=ifrs-tx-2025-en-r&anchor=para_B10&doctype=Appendix&subtype=B -URIDate 2025-03-27 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Note Effective 2027-01-01 -Name IFRS -Number 19 -IssueDate 2025-01-01 -Paragraph 160 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=19&code=ifrs-tx-2025-en-r&anchor=para_160&doctype=Standard -URIDate 2025-03-27 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Note Expiry date 2027-01-01 -Name IAS -Number 1 -IssueDate 2025-01-01 -Paragraph 79 -URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2025-en-b&anchor=para_79&doctype=Standard -URIDate 2025-03-27 + Details
Name: | ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | dtr-2022:textBlockItemType
Balance Type: | na
Period Type: | duration