VerticalScope Reports Fourth Quarter and Full Year 2025 Results; Achieves Full-Year Adjusted EBITDA Guidance

Adjusted EBITDA of $21.1M for FY 2025; Successfully Achieves Full-Year Guidance Q4 Adjusted EBITDA Margin Expanded to 45%; Up 300 bps Sequentially Q4 Revenue Increased 5% Sequentially on Core Audience Stabilization FY 2025 Free Cash Flow of $19.7M; Represents 94% Conversion from Adjusted EBITDA Unless otherwise stated, all amounts are in US dollars. Company Website: https://www.verticalscope.com/ TORONTO -- (Business Wire) VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) (TSX: FORA; OTCQX: VFORF), a technology company that has built and operates a cloud-based digital platform for online enthusiast communities, today announced financial results for the fourth quarter ended December 31, 2025 ("Q4" or "the quarter"). “Our fourth quarter results highlight the underlying resilience of our business model and the strength of our community-driven audience,” said Chris Goodridge, CEO of VerticalScope. “We achieved sequential growth across every key financial and operating metric, from revenue and ARPU to Adjusted EBITDA and Free Cash Flow. With our direct user base growing by 21% year-over-year, VerticalScope has built its most diversified and durable foundation to date. APRU reached a three year high in Q4 led by solid direct sales performance and continued double-digit growth in e-commerce. We are pleased with the performance of our direct sales channel and how things are setting up for the year ahead, with bookings up double-digits to start the year. We are winning new client mandates and expanding our direct offerings as advertisers seek out the unique and authentic audiences our Fora communities provide.” Mr. Goodridge also added, “AI is allowing us to code and launch new products faster than ever before, and is opening up completely new growth opportunities for VerticalScope. We recently launched AudienceEngine, a proprietary AI-based technology designed to identify and engage high-intent users with yield-optimized experiences on our platform. While it did not contribute significantly to our results in Q4 during its beta launch, it quickly accelerated in January and is now operating at a $1.4 million EBITDA annualized run rate. We expect this high margin source of revenue to continue to build as we scale up operations, and expect AI to allow us to pursue more opportunities like this in the future without significant headcount growth.” Financial Highlights for the Three and Twelve Months Ended December 31, 2025 ("Q4 2025" and "FY 2025", respectively). All comparatives, unless otherwise noted, are versus the same period in the prior year. Sequential comparisons refer to the previous quarter (Q3 2025). FY 2025 Highlights Delivered $18.5M in cash flow from operating activities and $19.7M in Free Cash Flow, consistent with annual guidance. Net loss was $8.0M or ($0.37) per share, primarily driven by $21.2M in non-cash depreciation and amortization primarily related to acquired intangible assets. Generated $21.1M in Adjusted EBITDA, successfully achieving full-year guidance, and maintained a healthy 36% Adjusted EBITDA margin by leveraging leaner cost structure to offset programmatic revenue volatility. Exited 2025 with $72M in total available liquidity, including $16.4M in unrestricted cash. Capital-efficient operations produced a 94% conversion rate from Adjusted EBITDA to Free Cash Flow, providing significant flexibility for 2026 strategic initiatives. Q4 2025 Highlights Grew revenue 5% sequentially over Q3, driven by stabilization in the core audience and the resilience of our direct advertising channel. Delivered $6.9M in Adjusted EBITDA, an 11% increase over Q3, as Adjusted EBITDA margin expanded 300 basis-points sequentially to 45%, demonstrating the operating leverage of our optimized cost base. Generated $7.0M in Free Cash Flow, representing a 101% conversion rate from Adjusted EBITDA. Q4 net loss was $3.4M or ($0.16) per share, which includes $7.2M in non-cash depreciation and amortization primarily related to acquired intangible assets. “VerticalScope has always been a powerful cash engine, and our priority in 2025 was to protect that core strength while navigating structural changes driven by AI-mediated discovery,” said Vince Bellissimo, CFO of VerticalScope. “We did exactly what we said we would do. During the year, we successfully completed six acquisitions, while simultaneously strengthening our balance sheet. By continuing to convert profits to cash at elevated levels, we exited 2025 with our highest unrestricted year-end cash balance since our IPO. We enter 2026 with $72 million in total available liquidity, providing us the financial flexibility to continue investing in AI initiatives and targeted M&A to drive our next phase of growth.” VerticalScope Announces Board Transition Effective today, Neil Oliver has been appointed to the Board of Directors, replacing Phil Evershed as the Board nominee of Nordstar Capital LP. Mr. Oliver, the Executive Vice Chair of Torstar Corporation, is a seasoned leader with 37 years of experience in media operations and corporate governance. “We are grateful to Phil for his contributions to VerticalScope,” commented Chris Goodridge. “Neil's experience, including his focus on AI-driven content valuation and licensing, will be a valuable addition as we continue to pursue these opportunities.” Selected Business Performance Information   Three Months Ended December 31, Twelve Months Ended December 31, (in millions) 2025 2024 2025 2024 Revenue $15.4 $19.9 $58.1 $69.1 Net loss ($3.4) ($0.7) ($8.0) $— Adjusted EBITDA $6.9 $10.1 $21.1 $29.8 Cash flow from operations $4.4 $7.0 $18.5 $24.8 Free Cash Flow $7.0 $9.4 $19.7 $27.6           Adjusted EBITDA Margin 45% 51% 36% 43% Free Cash Flow Conversion 101% 93% 94% 92% Earnings Conference Call and Webcast Management will host a conference call and webcast to discuss the Company's financial results at 8 a.m. ET on Wednesday, March 4, 2026. Live Call Registration and Webcast: https://www.netroadshow.com/events/login/LE9zwo3kuVwG8SeU2O22WRZd7boOcg55334 Joining Live by Telephone: Canada: 1 833 950 0062 United States: 1 833 470 1428 Participant Access code: 704122 If you are unable to join live, an archived recording of the webcast will be available at: https://investors.verticalscope.com/. About VerticalScope Holdings Inc. Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high consumer spending categories. VerticalScope's mission is to enable people with common interests to connect, explore their passions, and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and approximately 90 million monthly active users. Forward-Looking Statements This news release contains forward-looking information within the meaning of applicable securities legislation that reflects the Company's current expectations regarding future events. When used in this news release, words such as “should”, “could”, “intended”, “expect”, “plan” or “believe” and similar expressions indicate forward-looking statements. Forward-looking information, including the Company’s plans for organic growth, deployment of capital, investments in our platform, the growth of revenue and MAU, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Forward-looking information in this release includes statements about the Company's positioning for 2026, expansion of its automotive, powersports and outdoors business, double-digit bookings growth, opportunities in AI-driven content valuation and data licensing, the expected growth and financial contribution of the Company's AudienceEngine product, the Company's ability to pursue AI-enabled growth opportunities with limited headcount increases, and the performance of the Company's business model. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurances can be given that actual results will be consistent with these forward-looking statements. Such risks and uncertainties include, but are not limited to, the implementation and effectiveness of the Company's capital allocation strategy, the availability of high-quality M&A opportunities, dependence on search algorithms and third-party traffic sources, the impact of artificial intelligence on search behavior, content discovery patterns and user traffic, the Company's ability to adapt its platform and monetization strategies to AI-mediated discovery, opportunities to monetize content through data licensing arrangements, potential disruption from artificial intelligence technologies, the Company's ability to scale new products and achieve projected revenue or EBITDA contribution levels, evolving privacy and data regulations, macroeconomic conditions affecting advertiser spending, the Company’s ability to grow its direct user base, and the factors discussed under "Risk Factors" in the Company’s Annual Information Form dated March 31, 2025, which is available on the Company’s profile on SEDAR Plus at https://sedarplus.ca. Actual results could differ materially from those projected herein. VerticalScope does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws. Non-IFRS Measures This news release references certain non-IFRS measures, including Adjusted EBITDA and Free Cash Flow, and Free Cash Flow Conversion as described below. This news release also makes reference to MAU, which is an operating metric used in our industry. These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS measures including: “EBITDA” is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization. “Adjusted EBITDA” is calculated as EBITDA adjusted for share-based compensation, share performance related bonuses, unrealized gains or losses from changes in fair value of derivative financial instruments, severance, adjustments to contingent consideration liabilities measured at fair value through profit and loss, gain or loss on sale of assets, gain or loss on sale of investments, foreign exchange loss (gain), realized and unrealized other loss (gain) and other charges that include direct and incremental business acquisition related costs. “Adjusted EBITDA Margin” measures Adjusted EBITDA as a percentage of revenue. “Free Cash Flow” means Adjusted EBITDA less capital expenditures and income taxes paid during the period. “Free Cash Flow Conversion” is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period. “Monthly Active Users” (“MAU”) is defined as the number of individuals who have visited our communities within a calendar month, based on data as measured by Google Analytics. The Company excludes bot traffic, automated scrapers, and other non-human activity. To calculate average MAU in a given period, we sum the total MAU for each month in that period, divided by the number of months in that period. SOURCE VerticalScope Holdings Inc. Related Links http://www.verticalscope.com The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss:   Three Months Ended December 31, Twelve Months Ended December 31, (in thousands of US dollars) 2025 2024 2025 2024 Net loss ($3,392) ($661) ($8,022) ($16) Net interest and financing expense 686 2,462 3,058 5,685 Income tax expense 1,401 887 108 1,761 Depreciation and amortization 7,153 4,399 21,176 17,892 EBITDA 5,848 7,087 16,320 25,322 Share-based compensation 901 2,917 2,574 4,091 Share performance related bonus ⁽¹⁾ — — — (3) Unrealized loss (gain) from changes in derivative fair value of financial instruments (12) 145 (156) 196 Severance ⁽²⁾ 127 — 1,331 — Other income (98) (113) (102) (113) Gain on sale of assets (133) — (136) (10) Gain on sale of investments — — — (17) Foreign exchange loss 16 21 109 32 Realized other loss — — 94 — Other charges ⁽3⁾ 270 21 1,045 317 Adjusted EBITDA 6,919 10,077 21,079 29,817 Less capital expenditures (354) (562) (1,373) (1,889) Income taxes refunded (paid) 436 (98) 22 (371) Free Cash Flow $7,001 $9,418 $19,728 $27,557 (1) Share performance related bonus is included in wages and consulting on the consolidated statements of net loss. (2) Severance is included in wages and consulting on the consolidated statements of net loss. (3) Other charges are included in wages and consulting and general and administrative on the consolidated statements of net loss. For the three and twelve months ended December 31, 2025, these charges include direct and incremental business acquisition related costs and non-recurring legal related costs.   VERTICALSCOPE HOLDINGS INC. Consolidated Statements of Financial Position (In US dollars)     December 31, December 31,   2025 2024       Assets           Current assets:     Cash $16,373,449 $5,189,315 Restricted cash 164,496 97,244 Trade and other receivables 15,122,763 14,874,882 Lease receivable 126,668 326,267 Income taxes receivable 349,547 784,332 Prepaid expenses 574,390 761,652 Derivative instruments 10,729 —   32,722,042 22,033,692       Property and equipment 282,566 482,276 Right-of-use asset 535,990 1,564,687 Intangible assets 25,846,567 37,597,990 Goodwill 54,908,063 52,635,164 Other assets 73,942 154,497 Deferred tax asset 17,871,911 17,937,708 Lease receivable 99,960 —       Total assets $132,341,041 $132,406,014       Liabilities and Shareholders' Equity       Current liabilities:     Accounts payable and accrued liabilities $10,086,039 $6,864,256 Income taxes payable 318,650 426,778 Derivative instruments — 145,068 Deferred revenue 1,011,933 1,125,592 Current portion of long-term debt 619,313 687,875 Lease liability 448,982 946,626   12,484,917 10,196,195       Long-term debt 44,000,000 38,000,000 Lease liability 555,399 1,180,878 Deferred tax liability — 315,607 Other long-term liabilities 26,612 26,612 Total liabilities 57,066,928 49,719,292       Shareholders' equity:     Share capital 159,382,348 163,250,013 Contributed surplus 23,319,659 25,413,119 Other comprehensive loss (145,494) (145,494) Deficit (107,282,400) (105,830,916)   75,274,113 82,686,722 Total liabilities and shareholders' equity $132,341,041 $132,406,014   VERTICALSCOPE HOLDINGS INC. Consolidated Statements of Net Loss (In US dollars)       For the years ended December 31     2025 2024                 Revenue   $58,146,238 $69,052,081         Operating expenses:       Wages and consulting   27,995,802 28,095,581 Share-based compensation   2,573,905 4,091,018 Platform and technology   7,382,468 6,870,305 General and administrative   3,909,182 4,780,358 Depreciation and amortization   21,175,916 17,892,421     63,037,273 61,729,683         Operating income (loss)   (4,891,035) 7,322,398         Other expenses (income):       Other income   (101,658) (112,715) Gain on sale of assets   (136,495) (10,024) Net interest and financing expense   3,057,518 5,684,899 Gain on sale of investments   — (17,110) Foreign exchange loss   108,552 32,339 Realized other loss   94,324 —     3,022,241 5,577,389         Income (loss) before income taxes   (7,913,276) 1,745,009         Income tax expense (recovery)       Current   358,224 1,567,662 Deferred   (249,810) 193,210     108,414 1,760,872         Net loss   ($8,021,690) ($15,863)         Earnings (loss) per share:       Loss per share basic and diluted   ($0.37) $0.00 Weighted average shares outstanding basic and diluted   21,570,699 21,558,016   VERTICALSCOPE HOLDINGS INC. Consolidated Statements of Cash Flows (In US dollars)         For the year ended December 31     2025 2024         Cash provided by (used in):               Operating activities:       Net loss   ($8,021,690) ($15,863) Items not involving cash:       Depreciation and amortization   21,175,916 17,892,421 Net interest and financing expense   3,057,518 5,684,899 Gain on sale of assets   (136,495) (10,024) Gain on sale of investments   — (17,110) Unrealized loss (gain) in derivative instruments   (155,797) 196,371 Income tax expense   108,414 1,760,872 Other income   (101,658) — Share-based compensation   2,573,905 4,091,018     18,500,113 29,582,584 Change in non-cash operating assets and liabilities   2,923,445 (317,000) Interest paid   (2,897,295) (4,121,413) Income taxes refunded (paid)   22,097 (370,533)     18,548,360 24,773,638         Financing activities:       Repayment of term loan   — (43,750,000) Proceeds from issuance of revolving loan   6,000,000 41,250,000 Repayment of revolving loan   — (16,500,000) Cash settlement for vested RSUs   (119,753) — Repurchase of share capital for cancellation   (1,845,071) (2,101,298) Credit facility financing fees   — (1,503,900) Lease payments   (901,875) (1,363,370) Proceeds from sublease   461,038 590,893     3,594,339 (23,377,675)         Investing activities:       Additions to property and equipment and intangible assets   (1,318,116) (1,889,040) Proceeds from sale of assets   164,452 11,747 Proceeds from sale of investments   — 17,110 Acquisitions   (9,737,649) (270,178)     (10,891,313) (2,130,361)         Increase (decrease) in cash   11,251,386 (734,398)         Cash, beginning of period   5,189,315 6,015,184         Change in restricted cash balances   (67,252) (3,404) Effect of movement of exchange rates on cash and restricted cash held   — (88,067)         Cash, end of year   $16,373,449 $5,189,315   View source version on businesswire.com: https://www.businesswire.com/news/home/20260303213924/en/ Contacts: For further information Investor and media inquiries: VerticalScope — Vincenzo Bellissimo, Chief Financial Officer, Tel: 416-341-7166, [email protected] FNK IR — Matt Chesler, CFA, Tel: 646-809-2183, [email protected] Source: VerticalScope Holdings Inc.