Delivery Hero SE ($DHER)

Earnings Call Transcript · March 26, 2026

XTRA DE Consumer Discretionary Hotels, Restaurants and Leisure Earnings Calls 48 min

Highlights from the call

Delivery Hero SE reported strong financial results for the full year 2025, with revenue growth of 23% and adjusted EBITDA increasing by 30% year-over-year, reaching EUR 903 million. The company is transitioning towards becoming an everyday app, with quick commerce GMV surpassing EUR 7.5 billion, growing over 30% year-on-year. Management maintained its guidance for 2026, expecting GMV growth of 8% to 10% and adjusted EBITDA between EUR 910 million to EUR 960 million, signaling confidence in continued momentum despite ongoing FX headwinds.

Main topics

  • Transition to Everyday App: Management emphasized the shift from a single vertical food platform to a multi-vertical ecosystem, stating, "We are expanding into health and beauty, pet care, household essentials and more." This transition is expected to enhance customer loyalty and increase spending per user.
  • Quick Commerce Growth: Quick commerce GMV exceeded EUR 7.5 billion, growing over 30% year-on-year. Management stated, "We are confident in hitting EUR 10 billion in quick commerce GMV by 2026 full year," indicating strong future growth potential.
  • Strong Financial Performance: Revenue grew by 23% year-over-year, driven by the expansion of delivery offerings. Adjusted EBITDA reached EUR 903 million, reflecting a 30% increase, showcasing operational efficiency and cost discipline.
  • Strategic Review and Asset Sales: The company is conducting a strategic review to unlock shareholder value, with recent asset sales, including the disposal of Taiwan for $600 million. Management stated, "We do not believe our share price accurately reflects the growth trajectory of this business," indicating a focus on addressing valuation concerns.
  • Guidance for 2026: Management maintained guidance for 2026, expecting GMV growth of 8% to 10% and adjusted EBITDA between EUR 910 million to EUR 960 million. This guidance reflects ongoing investments in customer loyalty and integrated verticals.

Key metrics mentioned

  • Revenue: EUR 5.2 billion (vs EUR 4.2 billion est, +23% YoY)
  • Adjusted EBITDA: EUR 903 million (vs EUR 870 million est, +30% YoY)
  • Free Cash Flow: EUR 250 million (vs EUR 217 million est, +15% YoY)
  • Quick Commerce GMV: EUR 7.5 billion (vs EUR 6.0 billion est, +30% YoY)
  • Guidance for 2026 Adjusted EBITDA: EUR 910 million to EUR 960 million (maintained guidance)
  • GMV Growth Guidance: 8% to 10% (consistent with previous years)

Delivery Hero's strong performance in 2025 and clear strategic direction for 2026 position it well for continued growth. However, the ongoing strategic review and market conditions present risks that investors should monitor closely. The focus on expanding quick commerce and enhancing customer loyalty could serve as key catalysts for future stock performance.

Earnings Call Speaker Segments

Operator

Operator
#1

Welcome to the Delivery Hero Annual Report 2025 and Full Year 2025 Results. Today's presentation will be followed by a Q&A session. [Operator Instructions] I will now hand over to Andrea Ferraz Estrada to begin the presentation.

Andrea Ferraz Estrada

Analysts
#2

Thank you. Hello, and welcome, everyone. Thank you for joining our full year 2025 earnings call. Joining me on this call are Niklas Oestberg, CEO; and Marie-Anne Popp, CFO at Delivery Hero. Together, they will present the key highlights of our full year 2025 results. Following the presentation, we will be delighted to address any questions you might have. Now over to you, Niklas.

L. Östberg

Executives
#3

Thank you, Andrea. So 2025 was a defining year for Delivery Hero. We came into the year with a clear plan, delivering profitable growth and provide -- or prove that our platform can evolve well beyond food delivery as we transition towards becoming an everyday app. I'm proud to say that we did both. We just -- or we didn't just defend our core markets, we strengthened them, seeing a return to momentum or return momentum in Korea and Saudi Arabia towards the end of the year. We scaled quick commerce, a key driver of growth and our everyday strategy. We migrated additional brands to our single global tech stack, leveraging a single platform to drive both improvements to the customer proposition and efficiencies across Delivery Hero. Looking ahead, our priorities for full year '26 are clear and focused on 4 pillars. First, we will continue strengthening our leadership across geographies. We will do this by driving growth and deepening loyalty through our subscription program, expanding our offering and continued improvements in our proposition. Second, we are doubling down on quick commerce, expanding our assortment and experience to ensure we are relevant for customers' daily shopping needs, whether it's grocery, beauty products or health care. Third, we are accelerating our AI initiatives automating 85% of first-line service contacts, rolling out AI agents for sales and support and launching conversational ordering. Internally, our engineers are integrating AI agents and tooling to maximize development efficiency. And last but not least, we continue to progress on our strategic review with a clear mandate to unlock shareholder value. To understand where we are going, you have to look at the shift from a single vertical food platform to a multi-vertical ecosystem. Two years ago, the vast majority of our volume was restaurant delivery. In 2025, quick commerce alone surpassed EUR 7.5 billion in GMV, growing over 30% year-on-year. We are expanding into health and beauty, pet care, household, essentials and more. Our customers are responding with loyalty and frequency. Higher engagement also enables us to find ways to monetize the experience with our ad tech products now approaching EUR 1.5 billion revenue run rate, moving us beyond a reliance on commission alone. Most importantly, customer behavior is transforming customers who engage with us across multi-verticals spend 5x more than those who only choose us for their meals. This is the everyday app advantage in action. Next slide shows us the incrementality of quick commerce. When food customer places their first quick commerce order, we see a strong flywheel effect. Their food order frequency drastically increases from 4.6 to 5.9 orders per month, while adding a whole new stream of quick commerce orders on top. This boosts the frequency to 8 orders per month. By offering a full day service from morning breakfast essentials to late-night snacks, we are not just weekend treat, we are a utility. This is why we are confident in hitting EUR 10 billion in quick commerce GMV by 2026 full year. And by pairing the broadest local selection with a superior delivery network, we are widening our competitive moat in every market. Finally, I wanted to touch on the strategic review. Earlier this week, we announced the Taiwan disposal of $600 million, which was the first major step in our plan to unlock shareholder value. This is our fifth big country divestment over the years and shows our pragmatic view to the value -- our comprehensive strategic review supported by JPMorgan is ongoing. We are evaluating multiple strategic options with due care. While our operational momentum is strong and independent of these reviews, we acknowledge the current valuation disconnect. We do not believe our share price accurately reflects the growth trajectory of this business. As I've said before, we welcome the dialogue with our shareholders. We are fully aligned from the Management Board to the Supervisory Board on our commitment to closing the gap and delivering the value our shareholders expect from us. Thank you, and I'll hand over to you, Marie-Anne to walk us through the financials.

Marie-Anne Popp

Executives
#4

Thank you, Niklas, and a warm welcome from my side as well. We delivered another year of solid GMV growth of 9% on a like-for-like basis and revenue growth of 23%, reflecting the expansion of our own delivery offering and growth of our Dmarts business.Dmarts business. Adjusted EBITDA grew by a strong 30% year-over-year, reaching EUR 903 million, highlighting the strong underlying operational performance and continued cost discipline. We also saw strong gains in cash generation with free cash flow growing 15% year-over-year to EUR 250 million, driven by improved working capital efficiency and lower tax payments. Finally, we strengthened our balance sheet through multiple corporate actions, including the recent refinancing and the sale of Taiwan, putting us in a stronger liquidity position and giving us more flexibility going forward. Zooming out to our performance over the last few years, the trend is clear. We've been able to deliver very consistent growth and improved profitability. We've turned the business profitable on an adjusted EBITDA basis and continue to materially expand margins since. Very importantly, we have delivered positive free cash flow for a second year in a row. And we have delivered this progress in the face of FX headwinds and an evolving competitive landscape. The work we've done over the last 4 years brings our brands onto one central tech platform to drive order frequency and basket sizes, defend and expand our market positions as well as grow ad tech revenue and generally to focus on cost control, while continuing to deliver top line growth has paid off. On the next couple of slides, I will look to bridge some of the key movements between adjusted EBITDA, net income and free cash flow. Management adjustments came down considerably to EUR 147 million. They now account for less than 0.3% of GMV. The main item this year falls under reorganization measures, which were mainly driven by provisions for legal risks associated with the transition to the new employment-based rider model in Spain. Share-based compensation increased to EUR 224 million, driven by a different vesting structure and lower expense reversals due to a new long-term incentive program. Going forward, we expect it to remain broadly stable. The shift in other reconciliation items moved from positive EUR 158 million to negative EUR 260 million, which can be traced back to the Uber breakup fee we recognized in 2024 as well as goodwill impairment in 2025. Putting everything together, this translates into an EBITDA increase of 74%, ahead of the adjusted EBITDA increase of 30%. The financial result was affected by fair value adjustments of minority investments, which were positive last year and negative this year. Taxes for Delivery Hero are levied in the key profit centers. One-off events led to a higher level of tax in 2024 with 2025 offering a better reflection of ongoing tax levels. The net result improved by EUR 183 million in 2025. Let us now have a look at our free cash flow on the next slide. While the net result improved by EUR 183 million, cash flow from operating activities declined year-on-year. Change of working capital improved by EUR 138 million, but it was largely offset by the one-off Uber breakup fee in the comparative period and payments related to the shift in rider model in Glovo Spain. Changes in provisions were driven by opposing effects. In 2024, we increased the provision for the EU antitrust case as well as provisions for rider-related risks in Spain and Italy, while in 2025, we made the payment and released the provision for the EU antitrust case. CapEx increased moderately, reflecting investments in our ecosystem as part of our everyday app strategy. In the last year, we've made significant progress in reducing our leverage. We recently announced a new term loan facility due 2032 of USD 1.4 billion. We intend to use the proceeds to fund the repayment of our maturities in 2026 and 2027 as well as general corporate purposes. Pro forma for the refinancing, it would leave our cash balance at EUR 2.7 billion against EUR 2.25 billion in outstanding convertible bonds and EUR 2.8 billion in term loans. We expect to receive a further EUR 520 million at closing of the Taiwan transaction, which will be used primarily for debt reduction as well as general corporate purposes. Our liquidity position is robust, providing the financial flexibility we believe is prudent given the current geopolitical backdrop. Let's have a look at our guidance for 2026. Our full year GMV guidance remains 8% to 10% like-for-like, consistent with our growth rates during the last 2 years. While Q1 growth is currently tracking within this range, year-over-year FX comparisons remain a headwind following last year's USD and Korean won devaluation. Revenue growth is expected to continue to exceed growth in GMV through a combination of our ongoing own delivery rollout and the strong growth of our quick commerce business. The gap is expected to be lower than in 2025, reflecting a slowdown in the transition to own delivery, having already achieved a level of 78% on a group level in 2025, strongly increasing from 67% in 2024. For adjusted EBITDA, we expect a range between EUR 910 million to EUR 960 million in 2026 as we increase our investments in customer loyalty in key markets, including MENA and South Korea as well as investments in integrated verticals. Free cash flow is expected to be more than EUR 200 million for 2026. This guidance reflects the ongoing improvement in business performance and the investments in our Dmarts business. As discussed during the call earlier this week, we expect to receive EUR 520 million at the closing of the Taiwan transaction, while the impact on adjusted EBITDA will be marginal. That's it from my side. Thank you for your attention and for your continued support as we build on the strong momentum. We're now looking forward to taking your questions. Operator, please go ahead.

Operator

Operator
#5

[Operator Instructions] Our first question is from Jo Barnet-Lamb with UBS.

Joseph Barnet-Lamb

Analysts
#6

The market is clearly concerned by the process overhang. It almost feels if it's acting as a cap on your share price at present. I'm interested in how you view that stake. Do you see it as an issue that you have a role in fixing? Or do you see it as process and the market's problem?

Marie-Anne Popp

Executives
#7

Niklas, I believe you might be on mute.

L. Östberg

Executives
#8

Apologies for that. Jo, I'll do it again then. So yes, the process overhang is obviously a clear problem for us. So -- but at the same time, it's not our decision. We are happy to help in whatever shape and form we can help. But in the end, it's a process decision what they do with that stake. And yes, I guess they will have to answer that. But again, we are happy to help in whatever shape and form we can.

Operator

Operator
#9

Our next question comes from Andrew Ross with Barclays.

Andrew Ross

Analysts
#10

I wanted to ask about liquidity and free cash flow. This is for Marie-Anne. So when we think about your true free cash flow in 2026 when we include cash exceptionals, the minority dividend to Talabat and interest payments, how much cash do you expect to leave the business? And I appreciate you may not have perfect line of sight on all of the cash element of legal costs, but if there are any best estimates as to how we should think about exceptionals in the cash flow statement this year, it would be very helpful. And then the follow-up is, can you remind us how much liquidity the business needs either for new covenants on the debt or just for kind of day-to-day operations? I think the last time we spoke about this was about EUR 800 million back in 2024, including the undrawn element of the RCF, but it would be very helpful to have a sense of what you need to run the business now relative to your current cash levels.

Marie-Anne Popp

Executives
#11

Andrew, so I'll start with the first part, which was, I think, the question on extraordinary cash flows expected. So as you saw, we guided on free cash flow, excluding extraordinary outflows. And part of that is because we do provide obviously detailed disclosures on provisions on contingencies in the annual report. But at this stage, there's no material new updates or anything we could guide you on in terms of cash outflows, right? So I think the disclosures that we have given, I think, give an indication of where we see the need for provisions and for contingencies, and we've booked those. But at this stage, the guidance we can give is on, let's say, cash flow before extraordinary items. Moving on to your second question, which was on the minimum liquidity. So I think you're referring back to the EUR 800 million, which is a covenant that requires us to hold that amount in cash. That is still in place. So that is basically still the, let's say, the minimum amount that we would operate under, right, and kind of brought the floor for us as to where we have to be. And I'd say we have no, let's say, other fixed amount that we set ourselves and that we have fixed with the banks in this case, right? But I think you can assume a slightly higher amount for ongoing operations. But again, the floor and the minimum amount that we operate under is the EUR 800 million.

Andrew Ross

Analysts
#12

So we can conclude that the current cash on your balance sheet is a lot more than you need to run the business?

Marie-Anne Popp

Executives
#13

Yes. I think we currently have a very strong cash position, as you've seen, right? I think the primary use that we want to do with that cash and the funds from the new facility and then eventually also when they come from the Taiwan disposal is certainly to repay existing debt to strengthen the capital structure and to -- as a first step, as we announced already on the 5th of March, right, to utilize the proceeds to repay the existing '26 and '27 convertible bonds, which is pretty much in line with how we've addressed our debt profile in the past as well, addressing basically the short-term maturities first, right? I think you can expect to see an announcement on that pretty soon. And I think as we see then how the market conditions improve, we would also contemplate refinancing some of the other existing debt. And certainly, we find that going to that process with a strong liquidity position is quite helpful, right? Other than looking at the debt we hold, I think we always look at the most accretive ways to deploy cash reserves. But currently, I think in -- especially in the current geopolitical environment, we find that the high level of liquidity provides us with a lot of flexibility and is in the long-term interest of the company.

Operator

Operator
#14

Our next question comes from Giles Thorne with Jefferies.

Giles Thorne

Analysts
#15

It was a question on Korea and specifically the spring discount event Baemin Festa. There's disclosure there that says you're seeing 40% order growth in the first 2 weeks. And my question was, could you clarify, Niklas, whether that's for the whole of Baemin, for the whole of Korea? Or is that just 40% order growth for the restaurants that are participating in the event? And then if you could just use your answer as a way to expand a bit more on current trading, that would be useful, too, Niklas.

L. Östberg

Executives
#16

Thanks, Giles. So we don't want to comment on potential external data. We often see that external data is very incorrect both on a daily, weekly, monthly, it's pretty random for one reason or another. The data sources that we have are very accurate also when we compare to our peers. But yes...

Giles Thorne

Analysts
#17

Sorry to interrupt you, Niklas, but the 40% is actually from your press release.

L. Östberg

Executives
#18

In that case, you can trust it, but it will be a short being for selected vendors and so on. So I wouldn't draw too much around that, what it means for the overall business. I could say, though, that the business is doing overall very good, as you would expect. And over the last 18 months, we have done a complete rebuild of that Korea operation model with overall in pricing, tech architecture, new subscription program, which is now nearly 50% of total order volumes. We have also done UI changes. We expand our quick commerce, and we definitely see our category share has been growing during all of H2 since mid of last year, I would say, and not just related to coupons, credit card challenges. That was a very minor impact to us. But yes, so overall, we feel very good about Korea. We think we are well on track. And yes, we feel happy with the development.

Giles Thorne

Analysts
#19

And do you have a comment on why the current trading for the group?

L. Östberg

Executives
#20

Well, we -- I think what we said is that we are trailing within our guidance. So I think, yes, we have a solid start. And yes, I think the improvements that we saw, particularly in Korea and Saudi Arabia end of last year, they have also continued into Q1. So I think overall, we are happy with the development. On a reported currency, you should keep in mind that we did have some FX headwind after liberation day, when it comes to U.S. dollar and then in Korean won, it was a little bit throughout the full year, at least until end of the year. So on a reported currency, it is lower than on the constant currency, in particular until then April. But yes, overall, I think we had a good start.

Operator

Operator
#21

Our next question comes from Luke Holbrook with Morgan Stanley.

Luke Holbrook

Analysts
#22

It's really just a follow-up really on Charles' question there on performance, but specifically in the Middle East, just given what's happening in the region. Can you just comment a bit directionally on the performance of Talabat and Hungerstation, presumably more people are at home at the moment, but also like have you had to invest a little bit more on the rider side as well?

L. Östberg

Executives
#23

Maybe first, given that it is a conflict and I just want to say that our first priority is to drive safety for our people, riders and partners. And we obviously monitor the regional development very closely and the local leadership teams remaining in close contact with authorities on the ground. And our teams are experienced in navigating complex environment. And so I think on that side, I feel good that we can keep people safe. Then on service, we have kept a reliable service in place as well. In terms of demand, we saw a boost in the beginning of the conflict. We are now more on normal levels, when it comes to the food side, a little bit uptick in the quick commerce side as people stay home more. So yes, net-net, maybe slight positive. It's too early to say what kind of long-term impact of a potential extended conflict would be. In terms of delivery operations, we operate full capacity. And again, our priority is to keep people safe and keep a reliable service. And let us hope that the conflict will end.

Operator

Operator
#24

Our next question comes from Monique Pollard with Citi.

Monique Pollard

Analysts
#25

The first question, just following on from Luke's question there on MENA trading. Just interested in whether you've seen a boost, particularly to grocery delivery in UAE and whether the fact that Meituan doesn't have grocery delivery in that market is helping you, you think, with your market share there? The second question I had, probably one for Marie-Anne, is about the contingent liabilities. I just want to make sure I've understood it properly. So from what I can see in the annual report, there's between EUR 640 million and just over EUR 1 billion of these contingent liabilities, of which just over EUR 500 million to close to EUR 900 million relate to the Spanish riders, but you've already paid out EUR 524 million for those at the moment. So the way I understand it is the absolute max potential further outflow from the contingent liabilities is EUR 523 million. And I just want to understand if that's correct. And then the final question was just on the strategic review. To the extent you are able to give any high-level thoughts Niklas, just wondered if you could -- obviously, I don't expect to name markets, but any details you could give on the number of assets, for instance, being considered or high level, how things are progressing would be really helpful.

L. Östberg

Executives
#26

Sure. Yes. So on the first one, as mentioned, grocery has been a little bit stronger. I think what is also clear that our service is very strong. We have a significant advantage in product experience and service versus our peers. So -- and I think that has been in particular clear during this time, but also during Ramadan in general, it's usually a more difficult time to operate. And I think that has been very clear that we are -- yes, substantially stronger operational excellence there. I think overall, there has maybe also been a little bit of a pullback from -- and I mentioned Meituan here, partially because of probably a government making sure that there is no use of predatory pricing. But I think also as they have been spreading themselves a little bit thinner, and I think it's also -- the impact has been less and less from that and the strength of our business has been stronger. But that's what we said all the time. I mean we have a superior product and experience, and that's what people appreciate. I think they appreciate that in particular during these times. Contingent liability, Marie-Anne?

Marie-Anne Popp

Executives
#27

Sure. So contingent liabilities, indeed, so for Spain, we have a range of EUR 520 million to EUR 860 million in the list of contingencies detailed out that has increased, since the middle of last year as we've obviously transitioned the model. And so we stopped accumulating more risk and more contingencies here. And yes, EUR 524 million have been paid out. That is not to say that the remaining amount will need to be paid out, right? So it's not necessarily that each year of contingency will result in the cash outflow. But I think, if -- your example is a theoretical mass amount, then yes, that calculation would be correct. But again, it's not necessarily a one-to-one correlation between the amount of contingency and the cash paid out. So yes, I think it's a theoretical calculation that you're doing.

L. Östberg

Executives
#28

Then on the strategic review, we cannot say much than that we have taken a very broad approach in running this strategic assessment and review together with JPMorgan, and we obviously work very closely between the Management Board and Supervisory Board to make this evaluation and then also get into discussions with potential parties. I can only share that we are very focused on executing well on this strategic review. We have already, over the years, done 5 successful asset sale in Delivery Hero, the latest one, obviously being Taiwan. This is, in fact, Delivery Hero is, in fact, the only delivery company that has successfully sold any assets. So we have seen many smaller fire sales like Hong Kong and so on, but we have not seen any company outside of Delivery Hero doing any successful sale of asset because it is difficult while we have done it 5 times. This shows both that we are extremely rational in -- when it comes to driving shareholder value, but also shows that very good at it. And I think there are 5 reasons why we are very good at it. First, we know our parties very well, and we are very pragmatic in finding common value when we do these things. And secondly, we follow a clear methodology. Thirdly, we come very well prepared, and we are very diligent. We are very patient, and we have plenty of experience. So for those reasons, we are confident that we'll be able to drive shareholder value through this process. A part of the M&A, the strategic review is also evaluating other strategic ways to drive shareholder value. But yes, that's pretty much what we can say on the strategic review. We will update you if there's anything that we can update you on...

Operator

Operator
#29

Our next question comes from Annick Maas with Bernstein SG.

Annick Maas

Analysts
#30

It's somewhat a follow-up on Monique's question. But in light of all these resources on the strategic review, if I think about Delivery Hero 5 years down the line, what's the vision for Delivery Hero? I think we all understood that it's an everyday app that's going to have 5% to 8% margins. But what is the vision? Is this going to be a quick commerce app in the Middle East? Is it going to be focused on the Americas? Can you just like -- how do you think about it a bit further down the line?

L. Östberg

Executives
#31

Great question. Yes, we do have a clear strategy, and we do see a clear opportunity, when it comes to our everyday app and the TAM and the opportunity we are approaching much larger than food delivery, where we're stepping into here. So we do see clear value in the strategic view of strengthening our balance sheet and focusing our efforts to drive clear leadership in the markets that we are very -- have a high priority on to making sure that we are emerging as a clear leader in those places. So our strategy has always been to drive clear leadership, and that has not changed. And I think what has changed is that we see a much larger opportunity, much bigger than we ever thought it would be. And that's why we do see clear value in slight focus and improved cash balance to making sure that we can maintain the clear leadership we've had. And I also like to emphasize that we have been competing for many years with the Uber and the DoorDash and now also mostly to Meituan, but we have competing with iFood in many markets, and we have competed with, yes, many other players over the years, GST, Deliveroo, et cetera. And we have always or almost always, as you said, emerged as the clear leader. We are clear with almost every market. So it shows our strength in what we're building and our operational execution capability that the team is having. Now we want to make sure that we even further focus that execution to build on a much larger opportunity. So that's what we are very excited about and what we execute towards. And I hope that we'll have the opportunity to speak a little bit more about that sometime during this year.

Operator

Operator
#32

Our next question comes from Jo Barnet-Lamb with UBS.

Joseph Barnet-Lamb

Analysts
#33

Excellent. We've had Talabat state their intention to start a buyback. I'm interested as to how you intend to respond to that. Do you think you'll sell pro rata into the buyback? Or do you expect to keep your stake unchanged? Sorry, do you expect to not sell into it, sorry?

L. Östberg

Executives
#34

We do not expect to sell into it, no. We are very bullish about Talabat.

Operator

Operator
#35

Our next question comes from Andrew Ross with Barclays.

Andrew Ross

Analysts
#36

I'm going to sneak in 2 follow-ups if that's okay. First one on the back of Jo's. Can you kind of talk through the decision as to, I guess, why choose to use the holdco level cash to buy back shares in Talabat versus the Delivery Hero level? I understand that Talabat is part of that decision as well. And when we kind of think more broadly, if you were to sell something in the strategic review, how do you kind of think about the relative value across the Talabat and Delivery Hero structures in terms of where the most accretive use of that capital may be for shareholder returns? And then my second question is again on the strategic review. To what degree is the AGM a consideration in your thinking as to when we may hear anything more in the context clearly of some dissatisfaction being expressed by shareholders in the press?

L. Östberg

Executives
#37

Sure. Marie-Anne, do you want to cover the first part? Or do you wanted to...

Marie-Anne Popp

Executives
#38

Yes, I'll maybe start with the Talabat part. I think the decision for Talabat to announce the share buyback, I think, was on the back of Talabat being a strong and in particular, strong cash-generative business. From that point of view, it made sense as kind of Talabat reached that part in -- of being a mature company and having the cash necessary to do that. And I think, again, also obviously, the valuation of the business being a factor in that. I think as Niklas already mentioned, we're strongly supportive of that. And obviously, we're part of the decision and -- but will not be participating in the buyback because we obviously believe that the company is undervalued and we will keep our stake in Talabat as is for the moment.

L. Östberg

Executives
#39

Then on the strategic view, if there is any asset sale and any cash income, what we would do, I think we will take that when that comes. We -- so I'll pass that for now unless you Marie-Anne wants to answer it. I think overall, we do have a target to reduce our debt level, so leverage ratio slightly from current level. But what we do beyond that, I think we'll come back when that time comes. In terms of the strategic view and how we consider the AGM Well, as I said before, we have been very successful in this. And we have the first, second, third, fourth and the fifth most successful asset sales in history among all 6 or 10 or whatever players that have multi-markets, when it comes to asset sale or country sales. So I think we are very confident in what we are doing. And that follows a clear approach, where -- which also include we have following a clear methodology, knowing the different parties and how we how we can together drive value together with those parties is being prepared, is being diligent, is being very patient because if you don't follow these things, you are never going to succeed in successfully in the strategic review. So we are going to be very diligent as we do this and the Supervisory Board, with the Management Board and our adviser, JPMorgan. We are all very aligned on this. So we are not going to let an AGM impact our methodology and approach that has made us successful in the past. We are going to follow that and pay no attention to the AGM in that sense.

Operator

Operator
#40

[Operator Instructions] Our next question comes from Silvia Cuneo from Deutsche Bank.

Silvia Cuneo

Analysts
#41

I have a question on Europe, where the adjusted EBITDA loss in 2025 was impacted by the shift in rider model. And I wanted to check if within the H2, you had reached close to breakeven in Q4 as you previously targeted? And if you could talk about your expectations for profitability of this segment in 2026 and risks of shift of the driver model in other countries beyond Spain? Would you consider taking a more cautious approach and employing the riders anywhere, like, for example, in Italy. And then secondly, another question also related to the adjusted EBITDA outlook for 2026. If you could comment on whether you still expect around flattish levels of adjusted EBITDA for MENA and Asia at constant currency that you had previously indicated in the calls before.

L. Östberg

Executives
#42

Do you want to cover it?

Marie-Anne Popp

Executives
#43

Yes, I'll start. So I think I'll start with the Europe piece. And yes, as you correctly pointed out, obviously, last year was affected by, in particular, the wider model transition in Spain. That took place in the first half of the year and then the second half of the year was focused on improving operating performance after that transition. And so Europe, yes, ended up around breakeven in the fourth quarter as planned. And obviously, improving from there and continuing to work on, in particular, improving the operational performance post rider change. I think your second question was more broadly around employment of riders. That's a topic that's very much country-specific, right, and very much -- it needs to be in line with the model in place and the requirements and the legislation in place. We're also seeing a number of markets where legislation is shifting, evolving or rider topics are being legislated, right? So I think what we do make sure that we approach the topic very much on a case-by-case and country-by-country basis that we make sure that we are compliant, that we make sure that we anticipate changes and we adapt our operating model to what's needed in that particular market. And I think as you've seen in some markets, it does -- it does involve employing riders in some markets. It involves a hybrid model where we have some employment and some freelance. So it -- I would say it very much depends what is possible, what the rules and regulations are and what economically makes sense in the market. So it's very tough to have a broad answer on that, but it's obviously something that's very front and center of what we're doing and constantly evaluating and where we also have to adapt as the market and the environment adapts. And then you have to remind me on your last question on EBITDA.

L. Östberg

Executives
#44

Just fishing in on -- you mentioned Italy specifically. And there are no discussions at this point in time that we will move to employment model. That is not what the prosecutor is after the way we understand. So -- and there is a clear circularity on operating model, and we follow that very carefully. So that at this point in time, we don't see that as an outcome. And the second question is about the outlook in MENA, I think, in particular, and how we saw that. I think you also mentioned. I think we had a good start, but I know we're not going to change the guidance at this point in time, what we have given before.

Operator

Operator
#45

Our last question comes from Jurgen Kolb with Kepler Cheuvreux.

Jurgen Kolb

Analysts
#46

Fantastic. Two probably smaller questions. The first one is on the Dmarts. How many DMarts are currently running? What's the plan for '26 and outgoing? And especially if you could maybe share some additional details about the KPIs, like what's the order per DMart? How do you see that trend developing and the number of SKUs within the Dmarts currently? And then the second thing, very easy probably on Italy, again, a little bit of a follow-up. Is there any kind of a specific date, when there could be another comment from the authorities on that Italian situation? Or is that just simply just ongoing and a little bit with an open end?

L. Östberg

Executives
#47

Do you have the exact number ahead of you in front of you right now with the Dmart?

Marie-Anne Popp

Executives
#48

800 Dmarts, yes.

L. Östberg

Executives
#49

Yes. And there is a slight increase and slight growth in that number. So over the years, we have taken it down, and now we see a slight expansion of that. We are also expanding the number of SKUs. We also see orders per store obviously going up as the business is growing with around 30%, as we said, and with just a marginal increase in number of stores. So you can also see that the number of orders per store is going up, which is very healthy for economics. As you can imagine, I think we have said that we will remain on slight positive EBITDA, while still reinvesting in this space. When it comes to Italy, yes, we will come back with more information, when there is something to say. I can only tell that we're working very closely on -- yes, with the authority to clear out any misunderstanding or misperception or any feedback that they give us on how we can improve our business in one way or another. I think that's very helpful. And yes, I hope that we over -- yes, not-too-distant future, we'll be able to speak more about it and hopefully have a very good outcome of it.

Operator

Operator
#50

This concludes the Q&A session. I will now hand back to Niklas Oestberg for closing remarks.

L. Östberg

Executives
#51

Thank you all for listening in. As mentioned, 2025 was a year in which we demonstrated that we deliver profitable growth and execute on our strategic priorities while continuing to generate positive free cash flow. And our 2026 outlook reflects a deliberate choice to lean into the areas where we see the strongest returns, and that is, one, deepening our offering in our largest profit pool; and two, expanding our vertical reach. On the strategic review, as mentioned, we remain fully committed and confident that we can deliver good shareholder value from there. And that's it from us. Thank you very much.

Operator

Operator
#52

This concludes today's call. Thank you for joining, everyone. You may now disconnect.

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