Thank you, thanks a lot, and good evening, everyone, and thank you for joining us for this call. I'm here with Srikanth Sechadri, our group CFO, and I'm happy to share with you our results for the full year, and especially the dynamics of Q4, as well as our perspectives for 2026. We distributed a deck on top of the press release, and since we had a lot to share with you, but a limited amount of time, you will find a lot in the appendix of the deck, and this is on purpose. So it's been just one year for me as a CEO of the company. When I joined Warline, I came with a strong conviction that this company had the position and the assets to be the main European operator of critical infrastructure in Europe. And I must say that after one year, I'm even more convinced. Obviously, we met a lot of headwinds during this first year, but I am proud to say that we are today where I wanted us to be, with a stabilized company, a significant progress in our business turnaround, and a transformation in full motion. With the fifth disposal announced this morning with Worldline India, we entered 2026 operationally much stronger than a year ago and focused on our mission, payments and only payments, and this in Europe. So, as I said, it has been for me a year of stabilization and turnaround. I'm going to follow where we are. Okay, so looking at the numbers first, I'm happy to share and to state that we did what we said we would do. In terms of revenue, we closed the year at 4.5 billion euros pre-IFRS 5, and we'll come back to that, which is minus 2.4% organically, in line with our low-single-digit decline guidance, and Q4 was at minus 1.5% organic. In terms of adjusted EBITDA, we closed at €841 million, representing a 18.7% margin on external revenue, in the range 830-855 that we committed to. In terms of free cash flow, we closed the year at minus 9 million of euros, including minus 49 million of free cash flow for the H2 at the top of the range that we gave a few months ago. But beyond financial delivery, on which Frequent will give a lot of details, we have built foundations for 26 during this period. Our renewed executive team is in full motion, and I must say that I'm extremely proud of the team that has joined me. Our transaction platform delivered record volumes, with our Axis acceptance solution serving more than 10 billion transactions last year. Our online acceptance target solution, GoPay, delivering 3.4 billion transactions last year. The customer satisfaction held steady with an average NPS at 40, despite our challenging times, and thanks to the dedications of the teams. In terms of commercial turnaround, the churn improved in all SMB geographies, and several regions, Nordics, Germany, Switzerland, returned to growth, joining Eastern and Central Europe, Italy, and Greece. Enterprise is still declining, but saw a strong momentum in the kiosk and self-service vertical, driven notably by the trends that we've seen on EV charging. And we are very satisfied of the specific position that we have on this vertical of self-service. Financial services, we had one target that was to increase the pipeline and to regenerate the order intake, which we did. We have, at the end of this year, a pipeline that is double of the level it had at the end of each one. Finally, in terms of transformation, we led the foundation for the new world line. first we reshape the scope of the company we have a much simpler scope I will come back to that we have a simplified operating model since a few months now and we have fully operationalized and put in execution the overall plan before moving to this transformation let me insist and highlight some two wins which are quite illustrative of what we've been doing over the last month. The first one is Kempinski. So Kempinski, as you know, is a large hotel chain in the luxury segment, and we won back Kempinski from the competition, leveraging on our solution, integrated omni-channel, DCC, so dynamic currency conversion in-house, advanced reconciliation, which is so important in this vertical, And finally, multi-local support, which is also a differentiating element for this type of decentralized company. PSA is another example of the rebound of Warline. So we renewed their long-term partnership with Warline on behalf of the whole Australian banks community. PSA committed to migrate to our target issuing platform on which already transact more than half of our volumes in issuing They committed also to operate on our sovereign private cloud solution and to expand our services to additional features that we offer them the strong customer authentication, TACS but also we hope that we will operate for the Austrian banks As we said in the introduction, the pruning program that we decided when I joined is nearing its end. When I joined the company, we said, okay, let's select the assets that we want to keep as part of our strategy to where we can have a differentiating right to win. And this program is now closed to completion. North America, CETREL, PaymentIQ are expected to close in Q1 2026. METS is on track for Q2 2026. We announced this morning the signing of our merchant services business in India, and we are actively working on the finalization of the discussions on the remaining assets which are not part of our focus. All those transactions will help us to focus on what we want to achieve, the core European footprint. We will be less distracted by non-core or non-strategic assets. We will get the net proceeds, which are expected between 550 and 600 million of euros. We dramatically simplified the group with a reduction of FTE of 30%, moving from 19,000 FTEs to 13,000. And obviously, with this new scope, more compact, more robust, we can build now our transformation and our European payment leadership. Northstar, as I said, is fully operationalized, but more than that, we already delivered in 2025 some key results and some key outcomes for the coming years. As a reminder, we have four levels, simplify, converge, integrate, grow, that will generate altogether 210 million of euros of recurring EBDA by 2030. In 2025, we closed and liquidated seven legal entities. We delayed the organization, simplifying with the elimination of the merchant services layer. And finally, we deployed the enterprise performance system that will help us in 2026-2027 to automate our finance function. On the Converge stream, and I will come back to that, we decommissioned four platforms and we made significant progress in the migration of our Hugon legacy portfolio in SMB to GoPay, our target platforms, and also to get the commitments of major enterprise customers which were on the French platform SIPs onto GoPay, SNCF, the French SNCF being one of the examples. In Integrate, we have now put in pilot our AML automation tool, which is so important to industrialize our KYC processes and the risk merchant operations. And we made significant progress in the ramp-up of our global competence center offshore in India, Romania, and Poland. And more importantly, we started to generate the gains coming from adoption of GNI in our Indian developers community. As regards the growth level, we made significant progress in what we called value-based pricing with a positive input of $15 million only in Q4 2025. We launched some very attractive products in terms of additional value for the company, merchant loan and Wero. And finally, we made available in the recent weeks our agentic commerce capabilities that will help us to capture this emerging channel for the merchants. So as you can see, Northstar is no longer a plan. It is clearly in execution mode. Now we are heading to the capital increase that we consider as a strategic accelerator. As you know, our 500 million euro capital increase that will take place if the market conditions are met in the coming weeks will reinforce the balance sheet, which is important for our financial institution customers, but also the large enterprise. But more importantly, the fact that we will have three major financial institutions like BNPP, Credit Agricole, BPI France as anchor shareholders serves our strategy of positioning one line as the main operator of major payment infrastructure in Europe. Having said that, I leave the floor to Srikanth who will comment our 2025 results and 2026 outlook.
Thank you, Pierre-Antoine. A warm welcome to you all. I'm pleased to tell you For 2025, we committed, we executed, we delivered as promised. We have fully met our 2025 guidance on a comparable basis. Revenue, we achieved a point landing at 4.5 billion euro, representing a low single-digit organic decline of 2.4%. Adjusted EBITDA, we landed at 841 million euro, placing us in the mid-range of 830 to 855 million euro guidance that we provided free cash flow we landed at minus nine million positioning us at the upper end of the guidance and above market consensus while our reporting net income was impacted by significant non-cash items on goodwill and other impairment our operational performance was deliberate moving on to the next slide a technical point before we proceed as Pierre Antoine mentioned we are in the year of perimeter change due to the pruning program. We are governed by IFRS 5, which is the International Financial Reporting Standard, governing discontinued operation and assets held for sale. So it has two components. It has discontinued operations, which in our case is the mobility and e-transaction services as it's a separate division, a cash-generating unit. So we restate the P&L, the cash flow, and the balance sheet. For the rest of the committed divestments, signed or not, they are treated as assets held for sale. We carve out only the balance sheet for assets and liabilities in this case. So as you see, we had two sections. No, back in the same slide, please, the previous one. So you see that we mentioned during the CMD that we had signed mobility transaction services, the Worldline North America, as well as Citrad. Since the CMD, we have now divested PM&IQ and this morning, India. And as Pia and Fran said, we have a few more assets to be signed. and all of this is held as assets held for sale so if you go to the next one now please so you've got here the the 2025 guidance the first two slides that we have already discussed and on the right hand side you see the published scope which is IFRS 5 restated which simply means for the P&L it's without METS so 4.03 billion euros of sales revenues 737 million euro of adjusted EBITDA, and free cash flow at minus 26 million, and the net debt at 2.2 rather than the 2.1, showing that the cash and the divested entities are outside the perimeter of continuing operations. So if you go to the next slide, please. So here we look at for the published scope, i.e. without METS, merchant services and financial services. So for the full year, we see that merchant services declined 1.4% and financial services declined 7.7%. We said during the CMD that we've been impacted by an unfavorable mix effect on merchant services. And you see that in the table below on adjusted EBITDA, merchant services ending up with a margin of 19.3%. And financial services, where we continue to have an overhang of client terminations from the past, with a margin at 21.7%, down 5.5% year-on-year. And if we move to the next slide, please, we see that the Q4 revenues year-on-year declined 2.2% vis-à-vis the full-year basis at 2.7%. Again, for the second quarter in a row after Q3, showing that our revenues are stabilizing year on year, and we continue that momentum into 2026. And if we move to the next slide now, going into a bit of detail on income statement, at the bottom part, you see the normalized net income at 175 million euro, which means normalized diluted EPS at 0.63 cents per share. Going back to the top of the slide, we see that there is a 100 million euro cost increase year on year. This has got two parts to it. The inflation at 80 million year on year has been fully offset by our structural cost savings. The second aspect of the 100 million is again broken into two parts. 50% due to higher scheme fees due to the cross-border nature of our airlines business and other businesses and another 50 million euro due to one-off transition costs we've cleaned up the balance sheet some product and compliance costs that we have incurred during 25 and we continue to invest costs on compliance in 2026 the second aspect below adjusted EBITDA you see the impact of power 24 we have halved the level of integration and rationalization costs as compared to 24 to 25 and we'll continue to reduce that into 2026 the big one there is the goodwill impairment you know that we impaired at h1 4.1 billion euro of goodwill we've added another 600 million euro of impairment due to the portfolio pruning and reassessment of the pruned scope and in terms of the bottom part, you see 290 million euro, which is being impaired for our interest in Ingenico, where we had a remaining preferred shares interest, which has now been completely impaired due to the new business plan that we received from them. And if you now move to the free cash flow on the next slide, you see at the bottom, year on year, we have reduced our level of free cash flow by 150 million euro. This is driven by the adjusted EBITDA reduction by 230 million euro year on year. On the other hand, we have stabilized working capital. We have halved the level of inventory. You will see that in the next slide. We've been able to afford a higher level of interest cost within this perimeter. And the level of Power24 cost cash out has of course reduced year on year. And we'll continue. And next year will be the end of spend on Power24. and then we started to not stop that and if we were to move to the next slide on the net debt evolution please we see that the year-on-year evolution is 200 million one part is due to the acquisition of our credit portfolio in italy where we've got new merchant new merchants for us to grow our business in italy and the second one is you see the impact of the discontinued business where we have a 186 million of cash on the assets held for sale that is not anymore reflected as part of our continuing operations so if we go to the next slide in terms of the balance sheet again when we look at 2024 this is not restated for ifrs that's the old scope and at december 25 this is restated with the assets held for sale so you see the size of the goodwill has dramatically reduced from 9 billion to 3.8 billion, so a 5.2 billion reduction. 4.6 billion is what has been impaired, and 600 million additionally has been reclassified into the assets held for sale. We've talked already about the Ingenico preferred shares. The third one is the level of terminals inventory that you see we have halved from 70 million to 33 million. Cash and cash equivalent, we did say that we would be at 1.1 billion euro by the end of the year, and we did. So we have 900 million in continuing operations and another 200 million-ish on the divested scope that we will see further when we discuss the liquidity slide. Moving on to the planned capital increase, heading to the capital increase of 500 million, enhancing our strategic flexibility for the new world line we are on course very simply put we are on track we have the commitment for the first half as we already mentioned during the extraordinary general meeting and during the capital markets day and since then in January 8th we had an overwhelming support from our shareholders to pass the resolutions and now after our publication of the annual results today we head in March to execute the transaction it's a dual construct as you know we have the reserve capital increase first which will execute early March and the rights issue is planned for mid- March subject to market conditions moving on on the cash pooling that was There's another thing that we did address at Q3 specifically, there were some concerns on the level of the cash overdraft that we had on the pooling of 1.6 billion euro. We did tell you that we will look at some measures including loans, intercompany loans and deposits. We've executed that. So we've done 1.1 billion euro of intercompany loans and deposits. So the size of this overdraft is now down from 1.6 to 500 million euro. So we've shown that this cash is physically repatriable from subjectories to parent. And now going into 2026, we will review hybrid cash pooling options. Continuing the notional cash pool, we did say that it's been in practice for the last 10 years without a glitch. It continues to be a smooth-functioning notional cash pool that we have with the subsidiary of ING. The second one is the intra-group loans and deposits that we have reinstituted in 2025. And we'll continue to work on our dividend cash upstreaming in 2026, as well as potential physical sweeps, wherever it makes sense. Now, moving on to the last slide before we go into the outlook, is to look at our liquidity. that picture should be exactly the same in terms of what we presented on the liquidity we said we landed 1.1 billion of cash on hand we did there's a potential equity of 500 million and the undrawn RCF at 1.125 billion in order to face the upcoming maturities of course we have retired the CP of 2025 now and the next one to retire will be the convertible of 414 million euro in 2026 Below, on the M&A cash-in and cash-out, we have, as Pierre-Antoine mentioned in his speech, 540 to 590 million euros for the five deals we have signed so far, and additional cash to be received for future assets that we have year-marked for sale but not yet signed. And then in terms of the cash-out, we talked about specifically two puts that we mentioned during the CMD one which is in terms of Greece and another one for Italy we are in advanced negotiations with both our partners they are both progressing well and we'll be looking at extending the sports to give us even more leverage in terms of liquidity headroom so the proceeds coming from those M&A divestments will be invested in the world line transformation the balance strengthening and deleveraging. If we now move on to the outlook, please, so again here we mentioned the two scopes that we have already talked about. So during the CMD we said we have signed those three deals, METS, North America and Citrel. We also gave you the orders of magnitude that the rate of an impact of 500 million euro, adjusted EBITDA at 110 million euro, and free cash flow at 55. so that hasn't changed now on the right hand side you see the additional divestments after the CMD in terms of revenue that means another 400 million euro I just today been died 900 and the free cash flow is neutral so some are cash generating some are a cash drain and that's the right time for us to now exit some of those portfolios so in the main we talk about 900 million euro of revenue, 200 million of adjusted EBITDA, and 55 million euro of cash, which is what goes away from the perimeter that we had for 2025, before, in 2025, essentially. So if you go to the next slide, please. So this slide shows, on the right-hand side, what we guided at CMD. With the three divestments that we had on hand, we said that we'll be at a low single digit 720 million of adjusted EBITDA 85 million of free cash and less than 2x of reported leverage we indicated those will be the at the lower end of what was then the 2025 scope now if you look at now the left hand side 2025 what we call as post pruned scope so we go to 3.57 billion euro of sales, 631 million euro of adjusted EBITDA, 72 million euro of free cash, and a reported leverage at 2.5, and you'll recall that we said we would end up at 2.6 on a previous scope, so we are still consistent on leverage. And when you look at the 2026 fully pruned, it's exactly in line with what we said at the CMD. Still with the low single-digit organic growth, we are at the 2025, in fact, we are even showing a range that's higher, free cash flow between minus 80 and minus 70 million euro, knowing that our H2 2025 had a cash out of 49 million euro, and the reported leverage targeted at less than two. So this brings us now into the 2030, if we were to project it to the same scope to 2030, you see that during CMD we said 4% CAGR between 2007 to 2030 1 billion euro of adjusted EBITDA by 2030 with a 300 to 350 million euro cash conversion which is 30 to 35 on adjusted EBITDA now the fully pruned we are growing at 4% plus CAGR and then with a 900 million plus in terms of adjusted EBITDA with the same free cash flow, so we increase the cash generation, cash conversion on a smaller scope, driving better operational cash conversion. So with that, I conclude my part of the presentation, hand you back to Pierre-Antoine for the next section and to conclude.
Thank you, Srikanth, and thank you for bringing so much clarity in such a complex situation from an accounting standpoint. But I think it was necessary to go through that. So, as you've seen, 25 has been a year of execution, discipline, and tangible proof point for turnaround and transformation, and 26 will be a question of execution, discipline, and tangible proof point. Obviously, what is the most important for all of you is the progress that we are making in North Star. So, as I said in introduction, we've gone through a very detailed and analytic process with the enlarged teams on the priority of the actions, the initiatives that they wanted to develop to execute and to deliver those four streams that we have identified at the CMD. It's been extremely rich, and we are now in the phase of giving the priority in 2026 for the actions that will generate short-term the highest ROI, enabling us to evolve significantly our cost structure in 2027. I just put here some highlights just to give you a sense of what we are looking after. So obviously, in Simplify, there will be many initiatives, including the continuation of the reduction of legal entities. But what will matter the most for 2027 is what we will do in terms of functions, automations, and the tools that we are expanding to enable typically finance function automation, which is measured in the size of the parameter. In terms of convergence, and I will give more detail, the two markers that we foresee for 2026 is the migration of the italian acquiring portfolio to our target acquiring platform which is well on track and that we plan to have finalized by the end of 26 beginning of 2027 and to sunset the ogone legacy platform by having migrated all the portfolio of ogone to our gopay target platform in terms of revenue management in terms of growth the priority is given on revenue management and you've seen already what we delivered in q4 2025 so it is all about making sure that we invoice what we are supposed to invoice it's all about selling to the merchants additional services like DCC, and it is also a lot about product innovation, especially the deployment of our OneCommerce integrated product, geography by geography. Finally, in terms of Integrate, it is a lot about digitization of our processes, starting with the merchant customer journey with the launch pad that we already presented at the CMD and that will be deployed in the first geography at the beginning of the second half of this year. Maybe to put a focus on Converge because this is as you remember the level on which we account for half of the savings coming from North Star. So as you can see, and you will find again what I described about the migration of portfolios from Ogon to Gopay and the termination, the sunset of Ogon, but we will also have the migration of the SMB portfolio from the French e-com platform inherited from our line SIPS onto GoPay and that will be also done at the end of 2026 and we will be progressing in the migration of the enterprise portfolio of SIPS onto GoPay that will be finalized hopefully at the end of 2027. In 2025 we will also We will also finalize the convergence of all the platforms that are supposed to migrate to Global Collect. So this is Wopa, our Argentinian platform. We still have one customer that will migrate in these coming weeks, so hopefully at the end of Q1. We will also sunset, and that's the third platform, C-Credit, which is a platform dedicated to hospitality that we have decided to decommission finally on acquiring we have this migration of the Italian portfolio this is obviously one of the most accurate migration that we have in hands because it is a significant portfolio and it is internalization of flows from a third-party platform so it's pure savings for the company without any restructuring to fund those savings and in parallel to that we have a massive project of migrating the legacy swiss front office on which we have many merchants running so the front office is the authorization part of the acquiring and that we are migrating onto the target acquiring front office that we call online pay front office, which is also used for the issuing business. So all this makes a program on Convert, which is well-secured, which is well-prioritized, and that will deliver significant value as early as 2027 for the company beyond that as we committed already we we are conscious that we need to provide visibility and transparency on the milestones that we will reach in 2026 so that you don't wait for the improvement of the financials to recommend the investment into online so we will drive around three axes one which is operational performance and so we will share information about the evolution of the SME portfolio churn and also the other entries on financial institutions and enterprise and global commerce because this is where we know that we need to put the focus in order to deliver accelerated growth as of 27. The second axis will be around Northstar and obviously we will give you updates on the decommissioning of the platforms in 2026 and the savings that it will generate. We will do updates on the migration of the various SME portfolio onto GoPay and we will give you updates because it is easy on the entities that we will have closed in 2026 as part of our simplification program. Finally, we will give insights on our innovation capacity as it is so important for the investors but also for clients, for employees to show that we are investing and that we are able to innovate even during transformation time. A lot is at stake in 2026. Some are not here on this slide, typically the deployment of WIRO in Belgium, Luxembourg and France. But we have the rollout of Launchpad that I already mentioned to digitize the journey of the small merchants. As you've seen we are quite advanced in agent e-commerce and we expect to be able to give you, to provide you information on the pilots that we will start with some brands to position ourselves as the front runners in agentic payments, in agentic commerce in Europe, which is a bit specific as compared to the U.S. And finally, we will share insight on the deployment of GNAI and the acceleration of GNI at one line. We have a lot in the making, a lot in deployment. We are accelerating now. You may have seen that we hired a head of data and GNI who is starting the 1st of March and who will help us to scale all the initiatives that we are taking. And so we will give you insights on what we've been doing on GNI when we present the H1 result at the end of July. So to come to the conclusion of this presentation, I think when you consider Worldline today, you should consider Worldline as a stabilized company, repositioned as the key European operator of payment critical infrastructure. You should consider Worldline as in track on its commercial turnaround and its transformation journey. And you should consider Worldline as a company with a robust balance sheet reinforced by the capital increase that will reduce the leverage of the company.
Operator
Thanks a lot for having listened to this long presentation and happy to take your questions now thank you we will now begin the question and answer session if you wish to ask a question please press star one one on your telephone and wait for your name to be announced to withdraw your question please press star one one again we will take our first question your first question comes from the line of Justin Forsyth from UBS please go ahead your line is open.
Hey, good evening, Pierre Antoine. Thank you so much for having me here. I wanted to ask a little bit about the revenue progression, and there's a couple of points there. There was an acceleration for sure, but I think a little light of expectations. You noted that there was still churn causing the Benelux book to be below positive or negative growth alongside those some positives with with the nordics germany and switzerland uh returning to growth and if i then take that point like okay let's unpack the the puts and takes between maybe what didn't go as planned that put you to the bottom end of the range for 4q and then separately it looks like nnr growth um of 3.6 percent accelerated slightly but but still a delta there um and maybe just a little bit of context around the NNR side as well. On top of that, maybe you could talk a little bit about the businesses which were pruned as well. So the business you sold today in India, maybe you could just give us a little bit on the growth profile there. So we're on average, these businesses growing faster than the rest of Worldline at the time that they were sold. And specifically on India, just curious why you didn't, it seems like you're maintaining an ongoing presence there, was there a reason why you didn't want to just, you know, you quite strongly reiterated your presence in India. Was there any reason why you didn't just pull out of that business entirely to focus on your core region within Europe? Thank you very much.
So a lot of questions. I will try to memorize them. So on your first question, we are exactly where we wanted to be, especially on the SMB front. And what's striking in the last quarter is that, and it's also the case in the beginning of this year, is that month after month we improved the churn in all the geographies. So it is true, as you said, that Benelux is still lagging behind. We are in a bit specific ecosystem in Belgium with this local payment scheme, local protocol. And we've been a bit late as compared to the other geographies because we have to integrate this very specific setup in the various integrators and distributors. So I'm quite positive that things will also turn around in the Benelux in the coming months, but it takes more time than the other geographies. On your second question, which is the NNR versus the external revenue, so as you certainly remember, most of the gap between external revenue and NNR coming from the scheme. So here the discrepancy that we see is linked to the various dynamics between our segments. Obviously when we are more growing in cross-border e-commerce like travel, airlines, when we are more growing in geographies where international schemes are stronger, Then we have more scheme fees that we are struggling from time to time to replicate, I mean, to transfer to the merchants. And that does explain why you never have a good, I would say, synchronization between XNR revenue and NNR. I think what matters for us is step by step with the automation of a finance tool to be able to communicate also our trajectory in NNR as the industry does it. Today we are able to give you what it is at the end of the period, but not to give you the outlook. On the third question, which is about India. So you're right, we have two presence in India. We had this merchant business and we have our GCCs which are the offshore, to make it simple, development teams that we use for Western Europe. The Indian business, the Indian market has changed quite a lot over the last month. More regulations especially on some verticals on which we were exposed especially around digital goods and gambling and also shift from card to local wallets and as a consequence the gross profile of our Indian business has massively deteriorated over the last month. It was so specific with so little synergy with Europe that we decided that it was better to exit. So this is what we did. And obviously, we keep our presence in terms of offshoring capability in India because this is feeding our competitiveness in Europe. I hope I answered all your questions.
Yeah, yeah. No, that's great. I'm thinking because there was another event, it might be a little bit light on questions. So I'll just ask a clarifier on the first one, which is just of those components within merchant services, maybe you could just comment on what helps deliver the low single digit, the expectation for 2025, or sorry, 2026. So is it, you know, Benelux returning to growth as part of that? Is it enterprise returning to growth as part of that? Maybe you could just walk through the components of merchant services growth that deliver us to the guidance.
Yeah, sorry. So I did put focus on SMB, which is 50% of our total revenue, as you know, because Belgium is massively a question of SMB. But you're right. On enterprise, which is regional commerce, so here we will be a bit impacted by churn of merchants that have decided in 2024 and 2024. ceiling 25 when the company was in trouble to move to some other providers, okay, that's one important. And also when we migrate enterprise merchants to our new e-commerce solution, some are choosing to migrate to GoPay, which has been the case of SNCF, but also Betclic but some decide to migrate to some other providers and so we did factorize some churn linked to this migration and by the way, at the same time on SMB and on enterprise. Regarding global commerce, so here we are in a different situation. There has been also some churn in the recent years. We've been also more selective in what we want to do, especially in the travel and airline segments where we have the risk, the portfolio. And we clearly need to reboost our sales in the digital goods where we have been a bit lagging behind in terms of sales performance. So those are the components that explain this low single-digit growth that we forecast for 2026. Amazing.
Thank you very much. Appreciate it.
Operator
Thank you. We will take our next question. Your next question comes from the line of Hannes Leitner from Jefferies. Please go ahead. Your line is open.
Yes, thanks. That was a couple of questions. It seems like a small range, but when I'm looking at your Q4 still being down 2% on organic basis maybe you can talk a little bit about the low end of the guidance range and then the high end and then maybe just squaring that how you see OPEX evolving it looks like you look for low single-digit OPEX growth and low single-digit top-line growth so more or less in line with that but then you talked about headcount reduction and divestment and then the second question is just like the base of your guidance you gave very welcome a pro forma including the pre-cmd announced and then the post-cmd announced divestment should we take those because clearly some of them they still contribute for 2026 should we take the pro forma excluding any of the currently announced targets as the base for the guidance or is it the mix because of the closing depending on the closing thank you so I think Srikant will take the two questions yeah thank you I'll start with the second one then we debated that point a lot obviously because of some of the closings happening during the year we felt that providing the clarity to to all of you as to what will be the future
perimeter in no unclear terms was very important and then during the year and as we will of course provide what is the incremental contribution coming from the two which are not yet which which have been signed recently and not yet closed and then for the other assets which still need to be signed. We'll be providing a clear, distinguished perimeter, but of course that's going to be accurate to what baseline we are providing today for sure. Then most of those will be closed by H1, so it's going to be accurate to the basis we are providing today but you can see that it's 900 million of sales 200 million of adjusted EBITDA and 55 million euro of cash and if it's end of a quarter you can you can probably linearize them to have a view as to what will be the potential upside to to those numbers if I make 400 million of revenue because the I don't know if METS is already out.
Correct. That's right. So, excluding METS, we are talking about 400 minutes. Okay, on the guidance, revenue and cost.
So, on the OPEX, as you said, we actually said two things during the CMD and it still stays. We said we'll have adverse business mix in terms of revenues and margins. And secondly, we also said we're going to invest in remediation measures in 2026. So while you saw that there were some one-off costs in 2025, as I was alluding to the 50 million euro, we will end up spending something like 30, 40 million euro on remediation costs in 2026 to address the backlog of ongoing due diligence. And the rest will still have an adverse mix effect in 26, at least for the airline's business, as we mentioned. The FS overhang will continue as well. So we don't expect the OPEX to be too different from what we had in 2025. Hence, both the low single-digit revenue increase as well as a similar level of adjusted EBITDA.
And maybe on your first question, which is the Q4, if you go to the slide 33, you will see that in terms of transactions, in terms of merchant volumes in Euro, we grew in Q4 by 3%. okay and we didn't have some insight on the beginning of this year so it's more on the hardware side of things that we did less in q4 than q4 the previous year so that's the explanation of the gap probably between last year and this year um just a small comment on this i mean msv you rebased basically for the gyro card acquiring volumes is that right so that would be one element to see that um you you mean is the gyro card um uh is the gyro card um changing no because i think it's it's pro forma uh so i think the whole year including the tarot card okay thank you thank you we will take our next question and the question comes from frederick boulan from bank of america please go ahead your line is open
hey thank you um good evening can't run and trick on two questions please uh and maybe follow up so firstly if i can come back on your 26 evita guidance so if i'm not mistaken on site 25 we've got some flat 20 million EBITDA growth on a kind of fully rebased pro forma perimeter. If we look at 25, we saw about 5% of points margin compression, and the kind of mix was a factor. If you can come back a little bit on the assumptions you've taken here, the impact of that adverse mix maybe from a country perspective on the business those kind of different dynamics between assets that are going faster with lower margins etc um so it's yeah so really good to understand you know why we're going to see you know a much more stable uh performance from the margin standpoint uh this year uh second on the comment you made around uh customer churn on the back of prior contracts termination you had in 24, 25 that are yet to materialize and some churns even by platform migration. Can you explain a little bit how things are going right now in terms of discussion with customers? I mean, you mentioned good NPS, et cetera. I mean, how do you measure the kind of commercial traction you're having right now versus competition? Is it stabilized or do you still have some of those tough discussion and losses? And it's interesting to hear a bit more about that kind of churn driven by platform migration. I mean, is it significant? Is it more of a detail? So we'll get to have more detail on that.
So, in terms of, so, in fact, we are consistent, first point, that we are absolutely consistent with what we said at the CMD, okay. So all what we see today is consistent, sometimes a bit better, but it's overall consistent with what we said. and if you recall the CMD what we said that in 26 we would foresee still some pressure on the contribution margin and then the rest of the plan we are a bit conservative since we consider stabilization of the contribution margin which is the highest level of the margin during the rest of the plan on the backs of the evolution of the mix and the pricing initiative. So why is that? So the first reason, obviously, is that the dip that we've been experiencing in financial services, termination of contract impacting us in 25 and still 26, if you remember correctly, and lack of new orders, obviously, is there and that has a negative impact. on the margins because the contracts that we have lost were very highly margin because they were quite old contracts and when we start to refill the backlog of financial institutions then it's mostly set up and the setups are a bit lower margin than the run. So what we anticipate for financial services is that the restoration of margins will take some time and we were more speaking about 27 28 than 26. on the merchant side of things what we said that so we were a bit cautious on enterprise and global commerce so most of the swing will come from SMB and on SMB you're right it depends on the geographies so in the restart I would say of SMB we started we with Sweden which is a market which is significantly exposed to ISVs so the margins are lower and especially lower than the markets where we have very strong position like Switzerland Belgium Germany so that's that's that's that's one point and so in the countries where we've been attacked and then when we are now growing again like Switzerland obviously there is some pressure on the margins that does explain this evolution so the good news because there are good news here is that we have very good results of our Grow initiative in terms of evolving the pricing and the products that we sell. You know that we are investing also a lot on value-added services, so DCC is one of them. Merchant Cash Advance is another one. Merchant Cash Advance is now deployed in six geographies, so obviously there is a ramp up to make sure that we take the good risk which are not on our balance sheet but on the balance sheet of our partners that we have the proper digital experience but step by step those initiatives will help to preserve if not increase the margins that we are making on SMB. On the question on commercial traction and churn so again it depends a bit on the segments if I think about enterprise and financial services we have clearly an improved commercial traction as compared to the situation we were in in the first half of this year. First because on the merchant services side we have now the terminals which are available with a good performance. So I mean we are not winning every time obviously there is a very fierce competition but we managed to turn around now the situation on FS and on MS enterprise. Finally regarding the churn of your question. So where the churn is the most, I mean, is the most, I would say, predictable or the most significant, it's not on the acquiring, the convergence on acquiring, because we are not really touching the merchant. We are more bringing additional functionalities to the merchants. And we migrate the portfolio when we have all the features which are requested. So it's more on the acceptance, and more on the acceptance on e-commerce, because obviously acceptance e-commerce is an area where the merchants are well integrated into their software systems, and so it's easy for them to benchmark what they can have. And so this is where we are the most exposed, especially on SMB, to churn. Okay, so we did factorize that, obviously, in the 2026 figures. Okay, thank you.
If I can ask two quick follow-ups. Firstly, on the guidance, your CMD guidance pro forma was slightly lower, just the BIDA in 2026 and 2025. Now it's for kind of flat to up. Is it because you are disposing of weaker businesses or there is an improvement underlying? and then second question or second follow-up when you look at the leverage your target of less than two times for the end of this year beyond the free cash flow the cap increase the disposal and the puts you mentioned any other item that you should bear in mind in terms of bridge to 226 debt I think the second one I think you hit all the points that impact the leverage no so I I think that's it.
So we are consistent again with the less than two when we simulate the M&A cash proceeds, the level of EBITDA, the puts, and so on. So that's really where it is. And the first question was? Just on the EBITDA.
The first question was about the EBITDA as compared to the initial guidance.
Yeah, so we did say during the CMD that for 26 we'll be at the lower end if you recall we did say at that time because we had the 830 to 855 and on the CMD scope or 720 to 745 and we said we would be at the lower end of the 2025 and therefore that's why the 720 because we had the unfavorable business mix as well as the investment in the remediation and the Northside transformation program does not bring results until 2027. So those were the three key drivers and we are still in the same area. Then in terms of the upside of adjusted EBITDA between 630 to 650, so that's a range. We did not have that range during CMD, we just said lower end. We feel that we've got some pockets to improve on our execution, So that's why we're given a range. But we are still consistent with the lower end of 2025 as a bottom end. Perfect.
Operator
Thank you very much. Thank you. We will take our next question. And the question comes from Emmanuel Mattel from Odder BHS. Please go ahead. Your line is open.
Hello, Pierre-Antoine. Hello, Srikant. Three questions for me, please. First, can we expect revenue to stabilize in the first quarter or we have to remain patient? Second, why have you decided to do further impairments on goodwill in H2 in merchant services? And third, why is your 2030 guidance and change for free cash flows at 300, 350 million euros, despite changes in scope that result in lower EBITDA? Thank you very much.
So maybe I can take the third one because it's easier. It's easier. No, I think we – I mean, the more we get mature on our trajectory, the more we see potential to improve EBTA to cash conversion. I think that's the most important point. and we consider that the assets that we are disposing were, in fact, cash dilutive in their trajectory as compared to the trajectory of the core European business. That's the first question. On the impairment, I can't answer, but I will let Srikanth answer. On the first question, you are a bit, but I recognize you. I think what we do see as an outlook is that we should be stabilized in H1, globally speaking, and we'll see what Q1 gives. So on the additional impairments, Srikanth. Hello, Emmanuel.
Well, so on the impairment, we had to go through, I mean, again, to be extremely clear, when we did the H1 impairment of the 4 billion and then we did the CMD presentation and the new business plan, there was no need to do any impairment, okay? Then, when we talked about the revised scope, the way we did that was, again, coming back to the point that Priyant was saying, when we look at the pruned scope and its growth prospects vis-a-vis the sale value we were getting, we had impairment on the pruned scope. So this is, when we say MS, this is not on the continuing business. It was really on the future outlook and the current sales value about this. It was not growing as fast, this prune scope. So we had to impair this part alone. So all of the impairment that you see for H2 is everything related to the pruning scope and not to the underlying business.
I don't know if that answered your question, Emmanuel.
Operator
Unfortunately, it looks like Emmanuel Howe has disconnected from the call.
Okay, I guess his question was answered then.
Operator
We will proceed with the next question. Your next question comes from the line of Craig McDowell from JP Morgan. Please go ahead. Your line is open.
Hi, good evening, gents. Thanks for taking my question. The first one, I'm just wondering if you could give us a bit of a sense of the bridge from EBITDA, free cash flow. It certainly seems a bit better than the consensus is expecting and maybe better than the CMD suggested. the cash bridge would be helpful and then just to follow up pricing just whether you could talk about your ability to reprice for those higher international scheme fees that you talked about is that being reflected in new contracts that you're signing and then thirdly if you could give any update on some of the regulatory investigations in Belgium and Sweden that would be helpful thank you you want me to take the cash cost and you take the other two yeah thank you
So, hello, Craig. On the cash cost, if you recall, we did say that, more or less, the cash cost was built into five blocks. That's what we said during the CMD. CapEx, we had the rationalization and integration costs. We did talk about taxes, interests, and the leases. I would say most of them are unchanged, so we do have higher interest costs in 2016 compared to 2025. We, especially with some of the bond refinancing we did in the summer of 2025. then we have indeed we did say during the CMD we have a higher level of tax cost we now expect this to be flatter and then in terms of capex as well we are we expect to remain flat on the on the post pruned scope and then the rationalization integration costs which is where we said that will move from a kind of 240 million euro of spend in 2025 to a spend between 170 to 180 in 2026 and that's where I would say the the reduction in the cash cost comes from with the offset in interest cost so those are the two key factors that are at play and and we expect that to continue on through 26 and then 27 we expect the rationalization integration cost to go down even further thank you so to do so the only on your question regarding yes renew management or repricing so basically you know you have three three types of actions on to make
super simple. We realized that considering where we are standing in terms of process and tools, we were not always invoicing all what we were supposed to invoice. Okay, so it was just a correction of the way we do invoice that had to be implemented. This one is easy, if I may say so. So the second topic obviously is to push as much as we can the scheme fees to the merchants and the more we are able to invoice on what we call interchange plus the better ITs because then we are not exposed ourselves to the evolution of the scheme fees. so this is something that we do depending on the platforms and clearly we are pushing our systems to be able to do that on all our platforms and the third topic is to sell additional products to to the merchants and to increase the output on the last question which is a regulator investigator regulator investigation so as you know we've the we've been doing all the audits to be sure about where we were standing in terms of in terms of portfolio in terms of quality of the portfolio. We disclosed that in October this is something which is behind us. There has been obviously some audits from the regulators, the various geographies. We don't have all the conclusions. Obviously there are things to improve, especially what we call ongoing due due diligence remediation that we are not industrialized at Worldline, and that's one of the key topics on which we are working. And among the expenses that we have in 2026, there is a significant part which is linked to the consumption of the backlog of ongoing due diligence. So this is where we stand. we have a very strong engagement with all the regulators in all our geographies and we manage all of that as professionally as we can thank you very much this concludes today's question and answer session i'll now hand the call back for closing remarks thanks uh thanks a lot and thanks all for i mean staying so late uh on this uh on this call so as you see we we've made significant progress over the last quarter. We are fully stabilized. We are fully repositioned as a key payment infrastructure play. We are absolutely on track and we are where we want to be in terms of commercial turnaround. So there is still to do. That's good news. But in terms of commercial turnaround, we are making the progress that we want to make. and that's the case also for transformation and obviously the capital increase that is ahead of us is an important milestone to be fully focused on the business drive and the achievement of the Northstar objective. Thanks again and looking forward to have a new catch-up in the coming quarter. Have a good day.
