Correction: Lemonsoft Oyj – Managers’ Transactions – Rite LS SPV AB

Lemonsoft Oyj | Company Release | March 13, 2026 at 17:00:00 EET

Correction to the release published on 11 March 2026. Transaction-specific details relating to Rite LS SPV AB have been amended in the release. The full release is set out below.

Person subject to the notification requirement
Name: Rite LS SPV AB
Position: Closely associated person
(X) Legal person
(1): Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2): Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: AMENDMENT
Reference number: 146240/14/14
Amendment comment:
Transaction-specific details have been amended to the notification


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 128684 Unit price: 4.67 EUR
(2): Volume: 26935 Unit price: 4.67 EUR
(3): Volume: 200000 Unit price: 4.67 EUR
Aggregated transactions (3):
Volume: 355619 Volume weighted average price: 4.67 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite Internet Ventures Holding AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite Internet Ventures Holding AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146216/12/14


Transaction date: 2026-03-05
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 600000 Unit price: 4.65 EUR
Aggregated transactions (1):
Volume: 600000 Volume weighted average price: 4.65 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite LS SPV AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite LS SPV AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146240/13/14


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 355619 Unit price: 4.67 EUR
Aggregated transactions (1):
Volume: 355619 Volume weighted average price: 4.67 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite SPV 2025-1 AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite SPV 2025-1 AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146225/13/14


Transaction date: 2026-03-05
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 100000 Unit price: 4.65 EUR
Aggregated transactions (1):
Volume: 100000 Volume weighted average price: 4.65 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR

Inside information: Rite Ventures has announced its obligation to launch a mandatory public tender offer for the shares in Lemonsoft Oyj

Lemonsoft Oyj | Inside Information | March 07, 2026 at 00:25:00 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
 
Lemonsoft Oyj (”Lemonsoft” or the ”Company”) has today received information that Rite LS SPV AB’s (”Rite LS SPV”) portion of all shares and voting rights in Lemonsoft has exceeded 50% as a result of the share transactions made on 6 March 2026 and that Rite LS SPV has thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the Securities Markets Act (746/2021, as amended).

Rite LS SPV has today announced the following information regarding the above:

Rite LS SPV AB (”Rite LS SPV”) has, through share purchases made on 6 March 2026, acquired a total of 355,619 shares in the Company. Rite LS SPV is acting in concert with Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures”). The shareholdings of RIVH and Rite SPV 2025-1 have since been concentrated under Rite LS SPV in connection with the share purchases.
 
The highest price paid for the acquired shares was EUR 4.67 per share. The price is the highest price paid by Rite Ventures or any other parties acting in concert with Rite Ventures in accordance with Chapter 11, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”) for the shares in Lemonsoft within the last six months.
 
As a result of the share purchases, Rite Ventures’ total shareholding in Lemonsoft through Rite LS SPV increased to a total of 8,996,117 shares, corresponding to approximately 50.56 per cent of all shares and voting rights in the Company, excluding own shares held by Lemonsoft. Consequently, after the share purchases, the shareholding of Rite Ventures exceeded 50 per cent of the voting rights carried by shares in Lemonsoft, and Bird Cherry, RIVH and Rite SPV 2025-1 acting in concert with Rite LS SPV have become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the SMA (the “Offer“). Prior to the share purchases, Rite Ventures held 8,640,498 shares in Lemonsoft, representing approximately 47.31 per cent of all shares in Lemonsoft. Rite Ventures is the largest shareholder of Lemonsoft.
 
In the Offer, Rite Ventures will offer a cash consideration of EUR 4.67 per share for each share in Lemonsoft (the ”Offer Price”). The Offer Price represents a price of approximately 0.64 per cent lower than the closing price of the share on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch the Offer, and a price of approximately 11.34 per cent lower than the volume-weighted average price of the Lemonsoft shares during the three months preceding the triggering of the obligation to launch the Offer.
 
In accordance with Chapter 11, Section 22 of the SMA, a mandatory takeover bid shall be made public within one month from the triggering of the obligation to launch a bid, i.e., on 7 April 2026, at the latest. Following the publication of the Offer, the offer period of the Offer will be commenced after the Finnish Financial Supervisory Authority has approved the tender offer document, which includes the detailed terms and conditions of the Offer. Rite Ventures is of the view that the completion of the Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations.
 
Christoffer Häggblom, who is a Chair of the Board of Directors of Lemonsoft, and Michael Richter, who is a member of the Board of Directors of Lemonsoft, representing Rite Ventures group, will not participate in the handling of matters related to the Offer in Lemonsoft’s Board of Directors.
 
“Rite Ventures has acted as a long-term and committed owner of Lemonsoft since 2016, supporting its strategy and development over time. Our increased ownership reflects our strong conviction in Lemonsoft’s direction, and we are prepared to further increase our ownership through the mandatory takeover bid. We look forward to continuing to develop the Company as active owners together with the management and other shareholders and to contributing to Lemonsoft’s long-term growth and value creation", states Christoffer Häggblom, Bird Cherry’s sole shareholder and the Chair of the Board of Directors of Lemonsoft.
 
Kari Joki-Hollanti holding approximately 26.17 per cent of the shares and voting rights in Lemonsoft has irrevocably undertaken not to accept the Offer with respect to shares held by him.
 
Rite Ventures also reserves the right, to the extent permitted by applicable laws and regulations, to acquire shares in public trading on Nasdaq First North or otherwise before the commencement of the offer period, during the offer period, and/or after the offer period of the Offer or otherwise outside the Offer.
 
Rite Ventures has appointed Danske Bank A/S, Finland branch as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the Offer.
 

Important Information
 
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
 
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. INVESTORS SHALL ACCEPT THE OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
 
THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
 
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
 
Information for shareholders of Lemonsoft in the United States
 
The Offer will be made for the shares of Lemonsoft, a company organized under Finnish law, and is subject to Finnish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of Lemonsoft are not listed on a U.S. securities exchange and that Lemonsoft is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
 
The Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(c) or (d) under the U.S. Exchange Act with respect to a Tier I or Tier II exemption (as to be determined prior to the launch of the Offer), and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the offer timetable, extension notices, early termination and purchases outside the Offer, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of Lemonsoft domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer once it is launched.
 
Except as may be required by the U.S. Exchange Act, the Offer will be made to U.S. Holders generally on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any information documents, including the tender offer document, will be disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Lemonsoft’s other shareholders.
 
The Offer, which will be subject to Finnish law, will be made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I or Tier II exemption. To the extent the Offer will be subject to U.S. securities laws, those laws will only apply to U.S. Holders and thus will not give rise to claims on the part of any other person.
 
It may be difficult for Lemonsoft’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Lemonsoft is located outside the United States, and some or all of its officers and directors may be residents of countries other than the United States. Lemonsoft’s shareholders may not be able to sue Lemonsoft or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Lemonsoft and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
 
To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Rite Ventures or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Lemonsoft outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, to the extent permissible under applicable law or regulation, the financial adviser to the Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.
 
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Rite Ventures nor any of its affiliates and its respective directors, officers, employees or agents or any other person acting on its behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of the Offer.
 
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
 
Disclaimer
 
Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.
 
Danske Bank A/S (acting via its Finland Branch) is acting as financial advisor of Rite Ventures and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Rite Ventures for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Offer.

Lemonsoft Oyj: Flagging notification in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act

Lemonsoft Oyj | Company Release | March 06, 2026 at 21:58:00 EET

Lemonsoft Oyj (“Lemonsoft” or the “Company”) has received on 6 March 2026 the following notification pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act.

Lemonsoft has one series of shares in which each share carries one vote. The total number of shares and voting rights in Lemonsoft is 18,262,768.

Rite LS SPV AB’s holding according to the notification:

% of shares and voting rights% of shares and voting rights through financial instrumentsTotal of both in %Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached49.2649.2618,262,768
Position of previous notification43.4843.48

Notified details of the resulting situation following the crossing or reaching of the threshold

A: Shares and voting rights

Class/type of sharesISIN codeDirect number of shares and voting rights (SMA 9:5)Indirect number of shares and voting rights (SMA 9:6 and 9:7)Direct % of shares and voting rights (SMA 9:5)Indirect % of shares and voting rights (SMA 9:6 and 9:7)
SharesFI40005126788,996,11749.26
TOTAL8,996,11749.26

B: Financial instruments according to Chapter 9, Section 6a of the Finnish Securities Markets Act

Type of financial instrumentExpiration dateExercise / conversion periodPhysical or cash settlementNumber of shares and voting rights% of shares and voting rights

Additional information:

This notification relates to the triggering of a mandatory bid obligation as a result of the 50 percent threshold being exceeded, for Bird Cherry Holding AB, Rite Internet Ventures Holding AB, Rite SPV 2025-1 AB and Rite LS SPV AB, acting in concert. The offeror is Rite LS SPV AB.

In addition to the share purchases from the market, the shareholdings of Rite Internet Ventures Holding AB and Rite SPV 2025-1 AB have been transferred to Rite LS SPV AB, resulting in their holdings of shares and votes in Lemonsoft Oyj falling below 5 percent and the shareholding of Rite LS SPV AB rising above 30 percent.

Lemonsoft Oyj has concluded its share buyback programme

Lemonsoft Oyj | Company Release | February 20, 2026 at 15:00:00 EET

On 21 May 2025, the Board of Directors of Lemonsoft Oyj decided to launch a buyback programme of the company’s own shares based on the authorisation granted by the Annual General Meeting held on 9 April 2025. The programme commenced on 22 May 2025 and ended on 19 February 2026. During the buyback programme, Lemonsoft Oyj acquired a total of 300,000 of its own shares at an aggregate value of EUR 1,967,490.23. The company paid an average of EUR 6.5583 per share. The shares were acquired in public trading on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd at the market price prevailing at the time of purchase.

The purpose of the share buyback was to develop the company’s capital structure and to use the shares as part of the company’s share-based incentive schemes, acquisitions or for other purposes determined by the Board of Directors.

Lemonsoft Oyj has a total of 18,262,768 shares. Prior to the commencement of the buyback programme, the company held 168,401 of its own shares and, following the conclusion of the programme, the company now holds 468,401 of its own shares.

Lemonsoft Oyj: SHARE REPURCHASE 19.2.2026

Lemonsoft Oyj | Company Release | February 20, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 19.2.2026

Helsinki Stock Exchange

Trade date: 19.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 4 903 shares
Average price / share: 5.2734 EUR
Total cost: 25 855.36 EUR

Following shares repurchased on 19.2.2026
the Company now holds 468 401 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Lemonsoft Oyj’s Annual Financial Statement Release for 1 January – 31 December 2025 (unaudited) — Clarifying strategy lays the foundation for profitable growth

Lemonsoft Oyj | Company Release | February 19, 2026 at 10:00:00 EET

OCTOBER – DECEMBER 2025, IFRS

  • Net sales decreased 3.5% and were EUR 7,407 thousand (7,672)
  • EBITDA was EUR 1,821 thousand (1,776), 24.6% (23.2) of net sales
  • Adjusted EBITDA was EUR 1,821 thousand (1,777), 24.6% (23.2) of net sales
  • EBIT was EUR 1,282 thousand (1,257), 17.3% (16.4) of net sales
  • Adjusted EBIT was EUR 1,529 thousand (1,506), 20.6% (19.6) of net sales
  • Profit of the review period was EUR 1,018 thousand (943), 13.7% (12.3) of net sales

JANUARY – DECEMBER 2025, IFRS

  • Net sales increased 1.9% and were EUR 29,454 thousand (28,911)
  • EBITDA was EUR 9,290 thousand (7,329), 31.5% (25.3) of net sales
  • Adjusted EBITDA was EUR 8,201 thousand (7,522), 27.8% (26.0) of net sales
  • EBIT was EUR 7,041 thousand (5,404), 23.9% (18.7) of net sales
  • Adjusted EBIT was EUR 6,942 thousand (6,444), 23.6% (22.3) of net sales
  • Profit of the review period was EUR 4,363 thousand (4,031), 14.8% (13.9) of net sales

Key Figures, IFRS

EUR 1,00010-12/202510-12/2024Change1-12/20251-12/2024Change
Net sales7,4077,672-3.5 %29,45428,9111.9 %
SaaS5,5595,4541.9 %22,17720,7746.8 %
Transaction745846-12.0 %2,9743,299-9.8 %
Consulting and other1,1031,372-19.6 %4,3034,838-11.1 %
Gross margin*6,1216,604-7.3 %24,92724,973-0.2 %
Gross margin, % of net sales82.6 %86.1 %84.6 %86.4 %
EBITDA1,8211,7762.5 %9,2907,32926.8 %
EBITDA, % of net sales24.6 %23.2 %31.5 %25.3 %
Adjusted EBITDA1,8211,7772.5 %8,2017,5229.0 %
Adjusted EBITDA, % of net sales24.6 %23.2 %27.8 %26.0 %
EBIT1,2821,2571.9 %7,0415,40430.3 %
EBIT, % of net sales17.3 %16.4 %23.9 %18.7 %
Adjusted EBIT1,5291,5061.6 %6,9426,4447.7 %
Adjusted EBIT, % of net sales20.6 %19.6 %23.6 %22.3 %
Profit (Loss) of the period1,0189437.9 %4,3634,0318.2 %
Profit (Loss) of the period, % of net sales13.7 %12.3 %14.8 %13.9 %
Equity ratio, %61.5 %60.4 %61.5 %60.4 %
Net debt4,0162,75545.8 %4,0162,75545.8 %
Gearing, %13.6 %8.5 %13.6 %8.5 %
Earnings per share (EPS)0.060.0512.2 %0.250.2212.1 %
Return on invested capital, % (ROIC)3.2 %3.0 %17.7 %13.0 %
Return on equity, % (ROE)3.3 %3.0 %14.1 %12.8 %
Number of employees at the end of the period193228-15.4 %193228-15.4 %
Outstanding shares at the end of the period17,882,82118,656,70217,882,82118,656,702
Average outstanding shares during the period17,897,06918,664,00018,149,85018,604,133

*The calculation of key figures has been changed for other operating income and the comparison periods have been changed accordingly.

CEO Alpo Luostarinen

The final quarter of 2025 was significant for Lemonsoft and marked a clear turning point in the direction clarification that had been prepared throughout the year. Towards the end of the year, we updated our strategy and placed an even stronger focus on our selected customer segments, strengthening our competitiveness, and creating the foundations for profitable growth.Net sales in the final quarter were EUR 7.4 million and decreased by 3.5%, while SaaS income grew by 1.9%. The share of recurring revenue increased clearly during 2025 and accounted for 85.2% of total net sales. Adjusted EBIT was EUR 1.5 million, and the adjusted EBIT margin was 20.6%.

In our key industries, manufacturing and wholesale trade, the market conditions remained cautious toward the end of the year. Uncertainty continued to affect the pace of customers’ decision-making, although signs of modest recovery were visible in manufacturing. After a clearly weaker summer in terms of sales, we were able to improve sales performance towards the end of the year in our key industries, particularly through measures targeted at manufacturing. Improving delivery capability and customer experience were key priorities towards the end of the year, and we continued to develop our operating models, particularly in implementations and customer support. Full year revenue churn was 6.3%, and it improved during the second half of the year compared to the first half. Net Revenue Retention (NRR) stood at 98.2% at year-end and was slightly higher than in the previous year.

In technology and product development, the platform migrations completed during the year created a strong foundation for executing the strategy. They support performance, scalability and cost-efficient capacity management, and enable a faster development pace. Towards the end of the year, the focus increasingly shifted to developing new functionalities and usability and delivering improvements to customers more rapidly through continuous releases. At the same time, we progressed in leveraging AI in line with our strategy: our objective is to significantly improve internal efficiency, particularly in product development, and to bring AI into customers’ daily operations to deliver tangible productivity benefits.

Lemonsoft is entering a new phase following technological and organizational changes. The updated strategy provides a clearer direction and enables us to focus on the areas where we can create the most value for our customers and shareholders. We enter 2026 with a clear focus: increasing market share in selected segments both organically and through acquisitions, profitable growth, high customer satisfaction and delivery capability, and the practical integration of artificial intelligence into customers’ everyday operations.

Group Financial Development

Group financial result and profitability

October – December 2025
Net sales for the review period were EUR 7,407 thousand (7,672). Net sales decreased by EUR 265 thousand, 3.5%. Organic growth of the review period was -3.5% and organic growth of the recurring revenue was 0.1%. The decline in net sales was driven by lower transaction income and consulting and other income, while SaaS income increased by 1.9%.

The share of SaaS income was 75.1% (71.1), the share of transaction income 10.1% (11.0), and consulting and other income 14.9% (17.9).

EBITDA was EUR 1,821 thousand (1,776), 24.6% (23.2) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 1,821 thousand (1,777), 24.6% (23.2) of net sales.

EBIT was EUR 1,282 thousand (1,257), 17.3% (16.4) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,529 thousand (1,506), 20.6% (19.6) of net sales.

Profit for the review period was EUR 1,018 thousand (943), 13.7% (12.3) of net sales.

Cash flow from operating activities was EUR 3,098 thousand (1,973).

January – December 2025
Net sales for the review period were EUR 29,454 thousand (28,911). Net sales increased by EUR 543 thousand, 1.9%. Organic growth of the review period was -1.5% and organic growth of the recurring revenue was 1.0%. Net sales increased mainly due to the acquisition of Atmotics Oy (2024) and Applirent Oy (2024), whose net sales were not included in the comparison period in January – June.

The share of SaaS income was 75.3% (71.9), the share of transaction income 10.1% (11.4), and consulting and other income 14.6% (16.7).

EBITDA was EUR 9,290 thousand (7,329), 31.5% (25.3) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 8,201 thousand (7,522), 27.8% (26.0) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

EBIT was EUR 7,041 thousand (5,404), 23.9% (18.7) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 6,942 thousand (6,444), 23.6% (22.3) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

Profit for the review period was EUR 4,363 thousand (4,031), 14.8% (13.9) of net sales.

Cash flow from operating activities was EUR 8,468 thousand (5,353).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 48,090 thousand (53,862 at the end of the year 2024). The decrease in the balance sheet total was mainly due to the acquisition of own shares.

The Group has capitalized development expenses of EUR 652 thousand during the year 2025 (804 during the comparison period 2024). At the end of the review period, the Group's balance sheet included capitalized development expenses totaling EUR 2,809 thousand (2,734 at the end of the year 2024).

Total equity was EUR 29,516 thousand (32,526 at the end of the year 2024), equity decreased EUR 3,010 thousand. The decrease in equity was mainly due to the acquisition of own shares.

Equity ratio was 61.5% (60.4 at the end of the year 2024) and interest-bearing debt was EUR 10,569 thousand (10,405 at the end of the year 2024).

Cash and cash equivalents at the end of the review period were EUR 6,553 thousand (7,650 at the end of the year 2024).

Personnel

The Group’s number of employees was 193 (228) on 31 December 2025. We reported our Group personnel as follows:

  • R&D 94 employees
  • Customer functions 83 employees
  • Other functions, a total of 16 employees

Share-based incentive plan

The Board of Directors of Lemonsoft Oyj has established a share-based incentive plan for the key employees of the company in March 2024. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the management at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.

The Performance Matching Share Plan 2024 – 2028 includes three performance periods, covering financial years 2024 – 2026, 2025 – 2027 and 2026 – 2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.

The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.

The performance criterion in the first performance period 2024 – 2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consisted of 4 persons (the CEO and three members of the Management Team). The gross rewards for the first period correspond to a maximum total of 77,000 Lemonsoft Oyj shares including the cash portion. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of the plan will be capped if the limits set by the Board for the payable reward from the performance period 2024 – 2026 are exceeded. The number of key employees in the target group changed during the performance period and consisted of 2 persons at the end of the reporting period.

The performance criterion in the second performance period 2025 – 2027 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards for the second period correspond to a maximum total of 102,675 Lemonsoft Oyj shares including the cash portion. The final number of shares depends on the number of shares acquired by participants and achievement of the TSR levels. The reward to be paid on the basis of the plan will be capped if the limits set by the Board for the payable reward from the performance period 2025 – 2027 are exceeded. The number of key employees in the target group changed during the performance period and consisted of 3 persons at the end of the reporting period.

Shares and shareholders

Share capital and number of shares
The company has one series of shares, and all shares have equal rights. At the end of the review period, Lemonsoft Oyj’s share capital consisted of 17,882,821 (18,656,702) shares. The average number of outstanding shares during the review period January-December was 18,149,850 (18,604,133).

Lemonsoft Oyj carried out a reverse accelerated bookbuilding process on 14 May 2025 and acquired 408,864 of the company’s shares, which were cancelled on 19 May 2025. The purchase price of the shares was approximately EUR 2.5 million.

On 21 May 2025, the Board of Directors of Lemonsoft Oyj decided to continue the company’s share buyback program based on the authorisation granted by the Annual General Meeting held on 9 April 2025. Lemonsoft Oyj held 379,947 of its own shares at the end of the reporting period.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period October-December, the highest share price was EUR 7.64 and the lowest EUR 5,70. The closing price on 31 December 2025 was EUR 6.12. The market value of the company at the closing price of the review period was approximately EUR 111.8 million. Average daily trading volume during the review period was 2,629 shares (EUR 16,906).

On 31 December 2025, the company had a total of 2,038 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/share/shareholders/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 9 April 2025 to authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

  • By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.6% of the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
  • The company’s own shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
  • The company’s own shares can be repurchased at the Nasdaq First North Growth Market Finland marketplace or outside of the marketplace.
  • Own shares can be repurchased at a price formed on First North Growth Market Finland on the date of the repurchase or at a price otherwise determined by the markets.
  • The shares shall be repurchased using the company’s unrestricted equity.
  • The shares shall be repurchased for the purpose of financing or carrying out acquisitions or other arrangements, to implement the company’s incentive schemes, to develop the company’s capital structure, or for other purposes as decided by the Board of Directors.
  • The Board of Directors shall decide on the other conditions related to the repurchase of the company’s own shares.

The authorization is valid until the 2026 Annual General Meeting, but not beyond 30 June 2026. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2024 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.

The Annual General Meeting authorized the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments:

  • This issue may total a maximum of 1,800,000 shares corresponding to a maximum of approximately 9.6% of all shares of the company. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company’s capital structure, or for other purposes decided by the Board of Directors.
  • The authorization entitles the Board of Directors to resolve on all conditions of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive right.

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2026, and it replaces the previous authorizations.

Significant short-term risks and uncertainties

The deterioration of the economic situation and geopolitical changes may have direct and indirect effects on Lemonsoft's business. These may be reflected in the business operations of Lemonsoft's customer companies, for example, in reduced investments by industrial manufacturing companies and decreased needs of subcontracting chains, as well as business and bankruptcy risks. In turn, customers' business challenges may affect Lemonsoft's new customer acquisition, upsells from existing customers, and customer retention.

In the longer term, the biggest challenge for our industry is the availability of skilled personnel. Success of the Group and opportunities for growth depend largely on how well we can recruit, motivate, and engage more skilled personnel and develop our expertise.

In Lemonsoft's cost structure, the single most significant factor is personnel costs, and an increase in the general price level may increase the pressure to increase personnel costs. Lemonsoft constantly monitors the development of the situation from a risk management perspective and strives to ensure the continuation of profitable growth by optimizing its cost structure and pricing.

The ERP market is generally a highly competitive market, and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants. With the acceleration of product development enabled by advances in AI, entry into the industry may become easier, the number of competitors may increase, and price competition in the market may intensify.

Risks related to information security and the IT systems of service providers, as well as potential misuse, are a significant factor affecting the security and continuity of the Group's business. Lemonsoft constantly invests in high reliability and high security systems and strives to ensure the high quality of the services it purchases by selecting leading players in the industry as its key partners. European data protection regulations may also bring unexpected risks to Lemonsoft's operating environment.

Success in acquisitions and related integration work is a key factor for Lemonsoft's growth. The company has made several acquisitions in recent years and aims to continue to grow through acquisitions. There may be unexpected risks associated with target companies and their integration into Lemonsoft.

Board of Director’s proposal for dividend

At the end of the financial year 2025, the Group's parent company’s distributable funds were EUR 25,280 thousand and the net result of the Group's parent company for the financial year was EUR 3,101 thousand. There have been no material changes in the company's financial position since the end of the financial year.

Lemonsoft Oyj’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 (0.14) per share will be paid for the financial year ended 31 December 2025, i.e. a total dividend would be approximately EUR 2.5 million.

Events after the review period

Lemonsoft Oyj announced on 29 January 2026 that it will strengthen its management team as of 9 February 2026. Reeti Saarinen has been appointed Chief Operating Officer (COO) and a member of the management team.

Lemonsoft Oyj announced on 13 February 2026 that it will acquire a 76% ownership stake in Jakamo Oy, a software company specializing in industrial procurement processes. Lemonsoft Oyj and the shareholders of Jakamo Oy signed the share purchase agreement on 13 February 2026, and the transaction is expected to be completed on 2 March 2026.

Profit forecast for 2026

Lemonsoft estimates that the net sales for the financial year 2026 will increase by 5-13 percent compared to the financial year 2025, and that adjusted EBIT will be 23-29 percent of net sales in the financial year 2026.

Financial information

Lemonsoft Oyj will publish the following financial information in 2026:

  • Interim Report January – March 2026 on Wednesday, 29 April 2026
  • Half-year Report January – June 2026 on Friday, 14 August 2026
  • Interim Report January – September 2026 on Thursday, 5 November 2026

The company's annual report for the financial year ending 31 December 2025 is scheduled for publication in the week beginning 16 March 2026.

Lemonsoft's Annual General Meeting is scheduled to be held on 14th of April 2026.

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on February 19, 2026 at 1:00pm EET. The webcast can be followed online live via this link: https://lemonsoft.events.inderes.com/2025-results

A recording of the event and the presentation material will be available after the event at https://investors.lemonsoft.fi/.

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj: SHARE REPURCHASE 18.2.2026

Lemonsoft Oyj | Company Release | February 19, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 18.2.2026

Helsinki Stock Exchange

Trade date: 18.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 907 shares
Average price / share: 5.1195 EUR
Total cost: 30 241.02 EUR

Following shares repurchased on 18.2.2026
the Company now holds 463 498 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell