ARENIT announces its intention to list its Swedish Depository Receipts on the Premier Segment of Nasdaq First North Growth Market

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ARENIT Industrie SE (“ARENIT”, the “Company” or the “Group”), a German industrial group applying the proven Nordic compounder model to small and medium-sized industrial B2B niche businesses in the German-speaking DACH region, hereby announces its intention to list the Company’s Swedish Depository Receipts (“SDRs”) for trading on Nasdaq First North Premier Growth Market (the “Listing”). Prior to the Listing, the Company intends to carry out an offering, comprising new and existing SDRs for a total amount of approximately SEK 500 million (the “Offering”). The Offering is targeted to, on the one hand, qualified investors and individuals with a minimum investment corresponding to EUR 100,000 per investor (the “Institutional Offering”), and, on the other hand, an offer to the general public in Sweden corresponding to a total of up EUR 2.5 million (the “Retail Offering”). Pareto Securities AB (“Pareto”, or the “Manager”) acts as Sole Global Coordinator and Bookrunner in connection with the Offering. ARENIT intends to carry out the Offering and Listing during the first quarter of 2026, provided that prevailing market conditions are favourable. The board of directors and management of ARENIT consider the Offering and Listing to be an important step in the Company’s development. A listing on Nasdaq First North Premier Growth Market will give ARENIT further access to the Swedish and international capital markets and thereby support the Company’s continued acquisition and growth strategy.

ARENIT is a German industrial group applying the proven Nordic compounder model to small and medium-sized industrial B2B niche businesses in the German-speaking DACH region. With a decentralized group structure, ARENIT enables its subsidiaries to retain significant autonomy in day-to-day operations, while benefiting from the Group’s strategic guidance, networks, financial discipline, and access to capital. This model has allowed ARENIT to build a diversified portfolio across multiple sectors within the DACH region, positioning the Group as a preferred partner for business owners seeking a long-term, value-oriented succession solution.

The board of directors and management of ARENIT consider the Offering and Listing to be an important step in the Company’s development. A listing on Nasdaq First North Premier Growth Market will give ARENIT further access to the Swedish and international capital markets and thereby support the Company’s continued acquisition and growth strategy.

Prior to the Offering, a number of cornerstone investors including Amiral Gestion, Färna Invest (Gerald Engström), Jesper Lyckeus, Neudi & C:O and NextStage AM have, subject to certain customary conditions, undertaken to acquire SDRs in the Offering for a total amount of SEK 273 million.

ARENIT intends to carry out the Offering and Listing during the first quarter of 2026, provided that prevailing market conditions are favourable.

Dr. Stefan Niemeier, Co-founder and Co-CEO, comments:

“ARENIT has built a strong foundation as a long‑term owner of specialised industrial companies in the DACH region, with a portfolio of quality companies and high-caliber entrepreneurs we can be very proud of. The listing and offering mark a natural next step that strengthens our ability to execute high‑quality acquisitions and support our disciplined expansion. We are also pleased to see strong interest from reputable cornerstone investors, whose commitment validates our investment thesis and provides a solid capital base to capture the significant opportunities emerging in the DACH industrial market.”

Prof. Dr. Charles Mamisch, Incoming Chairman of the Board, comments:

“As a long-term ownership partner to well-managed industrial niche companies, we place great importance on culture, continuity and local decision-making. Many of the businesses we support have deep roots in family ownership, and our role is to help them thrive for the next generation. A listing will allow us to bring in additional long-term shareholders who share our commitment to responsible growth and sustainable value creation.”

The Offering in brief

Assuming the Company chooses to proceed with the Listing, the Offering is expected to comprise of SDRs representing both newly issued and existing shares for a total amount of approximately SEK 500 million. The Offering consists of SDRs representing newly issued shares of SEK 450 million and SDRs representing existing shares of SEK 50 million from existing shareholders and co-founders Dr. Stefan Niemeier and Dr. Nils Schlag (the “Co-Founders”) through their jointly owned holding companies ARENIT GmbH and ARENIT Bega GmbH. In order to cover a potential over-allotment in connection with the Offering, Portobello Capital, an existing shareholder of the Company, through its subsidiary Portfolio ARENIT GmbH, has undertaken, upon request by Pareto Securities, to sell additional SDRs representing existing shares corresponding to up to 15 per cent of the Offering, equivalent to SEK 75 million (the “Over-allotment Option”).

The Co‑Founders and the remaining shareholders intend to enter into customary lock‑up arrangements with the Manager that will restrict, subject to certain exceptions, their ability, without the Manager’s prior written consent, sell or otherwise dispose of SDRs or shares, as applicable, for a period of 720 days for the Co‑Founders and 360 days for the Company's other shareholders, following the completion of the Offer. In addition, the Company has undertaken to not issue any new SDRs or shares for a period of 12 months following the completion of the Offering and Listing, subject to customary exceptions, without the Manager's prior written consent.

The Offering is expected to render gross proceeds to the Company of approximately SEK 450 million, before deduction of transaction costs. ARENIT intends to use the net proceeds to finance acquisitions aimed at accelerating the Group’s growth.

The Institutional Offering will only be made to certain institutional investors outside the United States, pursuant to Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”). Full terms, conditions and instructions for the Offering will be included in the information memorandum (the “Information Memorandum”) which is expected to be published by the Company in connection with the contemplated Offering, and will, if published, be available on the Company’s website www.arenit-industrie.se. In connection with the Listing, the Company will also publish a company description (the “Company Description”) which will, if published, be available on the Company's website.

Strengths and competitive advantages

Trusted succession partner with local presence and cultural alignment

ARENIT has established itself as a reliable long‑term owner for small and medium-sized enterprises (“SMEs” or, in the context of German SMEs, “Mittelstand”) in the German‑speaking region. The Company’s roots, proximity to founders, and familiarity with regional business norms enable consistent and respectful succession processes, making ARENIT a preferred succession partner for entrepreneur-led companies in the region. This approach preserves continuity for employees and customers while ensuring that companies retain their identity and operational autonomy.

Access to exclusive and high‑quality deal flow

ARENIT benefits from long‑standing relationships with small M&A boutiques, regional advisors, and former sellers, resulting in a steady inflow of opportunities. A structured sourcing system, built on direct outreach and strong inbound activity, ensures a large, high‑quality pipeline that is screened rigorously against well‑defined investment criteria.

Exposure to a highly attractive and underserved market

The DACH region represents one of Europe’s largest pools of high‑quality SMEs, with a significant share of owners approaching retirement. Germany alone has over 3.5 million SMEs, of which 100,000 to 150,000 face succession every year according to KfW Research, and 95 per cent are family-owned. Many of these businesses operate in specialised industrial niches with limited international competition. Despite this depth, the region remains comparatively underserved by long‑term industrial buyers, creating favourable conditions for structured, succession‑driven acquisitions.

Attractive and flexible financing through local banking partners

ARENIT benefits from access to local banking partners that provide competitive, tailored solutions to company‑specific needs. These banking partners offer resilient funding across economic cycles and contribute to the Company’s ability to execute acquisitions on attractive terms.

Ability to recruit high calibre people into businesses

When required, ARENIT rapidly recruits top‑tier managing directors for its operating companies; highly educated leaders with experience from leading firms and strong entrepreneurial drive. The Group’s culture of autonomy, its EBITA‑driven incentives, and the opportunity to run a well‑established Mittelstand business attract exceptional talent. This capability ensures smooths leadership transitions and unlocks organic growth through, e.g., broadening the sales footprint, product development, and professionalization.

Attractive financial profile with strong growth and profitability

ARENIT has demonstrated a consistent track record of both organic and acquisition‑driven growth, supported by resilient margins across a diversified portfolio of niche industrial companies. The Group’s businesses generally operate with high EBITA margins, underpinned by strong cash conversion and limited capital expenditure requirements. This financial profile provides a solid foundation for continued investment, disciplined M&A, and long‑term value creation.

Lean, highly experienced management and board

ARENIT operates a lean and highly efficient headquarters, enabling a cost-effective and pure-play compounding model. The platform is led by former McKinsey & Company partners with deep business and transformation experience, complemented by a chairman with a senior background at an established compounder. This combination of strategic expertise and lean operations enables fast execution, disciplined capital allocation, and strong governance with minimal central costs.

Selected historical financial information

The below sets forth selected historical financial information for the Group for the financial years 2025 and 2024, respectively, which has been extracted from the Company's preliminary consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS). The figures are currently being audited by the Company’s auditor, and the final audited figures will be included in the Information Memorandum and the Company Description.

Financial targets

The board of ARENIT has adopted the following medium-term⁽²⁾ financial targets:

• EBITA Growth: The average annual EBITA growth rate should reach at least 15 per cent over a business cycle (excluding currency effects). Growth is expected to be achieved both organically and through selective acquisitions over the business cycle.
• EBITA Margin: The EBITA margin should exceed 15 per cent over the medium term. The margin is expected to be achieved through stringent acquisition criteria and continuous operational improvement.
• Leverage Ratio: Net debt (excluding leasing) to EBITDA (excluding leasing) should normally not exceed 2.5x to ensure a strong and flexible balance sheet. The ratio may temporarily exceed this level in connection with acquisitions.
• Dividend Policy: Initially, all profits will be reinvested to support the Group’s further growth. Further on, ARENIT intends to distribute profits and available cash flow to shareholders, taking into account the Group’s expansion plans and financial position. Over the medium term (> 3 years), ARENIT aims to distribute 20–30 per cent of net income on average.

Advisors

Pareto Securities is the Sole Global Coordinator and Bookrunner, BAHR Advokatbyrå AB is legal advisor to the Company as to Swedish law, Flick Gocke Schaumburg is legal advisor to the Company as to German law, and Roschier Advokatbyrå AB is the legal advisor to Pareto Securities in connection with the Offering. Nordnet Bank AB acts as Retail Distributor in connection with the Offering. FNCA Sweden AB is the Company’s Certified Adviser and can be contacted at info@fnca.se or +46 8 528 00 399.

For further information, contact:

Dr. Stefan Niemeier, Co-CEO ARENIT

Tel: +49 40 645347-16

E-mail: stefan.niemeier@arenit.de

Dr. Nils Schlag, Co-CEO ARENIT

Tel: +49 211 41741945-0

E-mail: nils.schlag@arenit.de

The information was submitted for publication, through the agency of the contact persons set out above, at 07:30 CET on February 18, 2026.

About ARENIT Industrie SE

ARENIT is a German industrial group applying the proven Nordic compounder model to small and medium-sized industrial businesses in the German-speaking DACH region. With a decentralized group structure, ARENIT enables its subsidiaries to retain significant autonomy in day-to-day operations, while benefiting from the Group’s strategic guidance, networks, financial discipline, and access to capital. This model has allowed ARENIT to build a diversified portfolio across multiple sectors within the DACH region, positioning the Group as a preferred partner for business owners seeking a long-term, value-oriented succession solution.

The company is headquartered in Hamburg and comprises eleven industrial companies with ten portfolio companies in Germany and an eleventh in Switzerland. ARENIT’s group companies are divided into two business areas: (i) Devices and Industrial Solutions, and (ii) Precision Manufacturing. The business area Devices and Industrial Solutions include companies that develop, manufacture, and sell technically advanced products and systems in niche segments, often with global reach and long-term customer relationships. Their expertise often positions them as a key provider of advanced solutions tailored to the needs of OEMs and industrial end users. Several of the businesses within this segment hold prominent positions within their respective niches. The segment is further characterized by stable and profitable B2B operations and recurring revenues from long-term customers and repeat orders. The business area Precision Manufacturing focuses on companies with advanced capabilities in precision engineering and manufacturing. These businesses deliver highly specialized components and solutions, often tailored to demanding technical specifications and quality standards. Precision Manufacturing companies serve a diverse range of industrial sectors, leveraging expertise in materials, processes, and automation to maintain a competitive advantage. Operational excellence is a core element, with a strong focus on lean manufacturing, process optimization, and continuous improvement. Currently, the Group comprises seven companies in the business area Devices and Industrial Solutions and four companies in the business area Precision Manufacturing.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by ARENIT Industrie SE (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

The release, announcement or distribution of this announcement may, in certain jurisdictions, be subject to restrictions. The recipients of this announcement in jurisdictions where this announcement has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this announcement is responsible for using this announcement, and the information contained herein, in accordance with applicable rules in each jurisdiction.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Copies of this press release are not being, and should not be, distributed in or sent into the United States.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction.

Complete information regarding the Institutional Offering, the Retail Offering, the Over-allotment Option, and information about the Company will be presented in an information memorandum (the “Information Memorandum”), which will be prepared and published by the Company before the subscription period in the Offering commences, and a company description, which will be prepared and published by the Company in connection with the listing (the “Company Description”, and together with the Information Memorandum, the “Disclosure Documents”). The Disclosure Documents do not constitute a prospectus as defined in the Prospectus Regulation and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Institutional Offering is exempt from the prospectus requirement pursuant to Article 1.4(a) and 1.4(d) of the Prospectus Regulation, as the offer is directed exclusively to qualified investors and to investors who undertake to subscribe for shares for an amount of at least EUR 100,000 per investor. The Retail Offering is exempt from the prospectus requirement in accordance with Article 3(2) of the Prospectus Regulation and Chapter 2, Section 1 of the Swedish Act (2019:414) with supplementary provisions to the EU Prospectus Regulation due to the fact that the amount offered to the public is less than EUR 2.5 million.

In any EEA Member State (each, a “Relevant Member State”), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

In connection with the offer or sale of securities referred to herein, Pareto Securities AB (the “Manager”) may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Manager in accordance with all applicable laws and rules.

Manager is acting exclusively for the Company and no one else in connection with any offering of securities or listing referred to herein. The Manager will not regard any other persons as its clients in relation to any offering of securities or listing referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to such offering or listing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither the Manager nor any of its affiliates, or any of their directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, in relation to the truth, the accuracy or completeness of the information, statements or opinions, whichever their source, contained in this announcement (or whether any information has been omitted from the announcement) or any oral information provided in connection herewith, or any data it generates and accepts no responsibility, obligation or liability (whether direct or indirect, in contract or otherwise) in relation to any of such information.

FORWARD-LOOKING STATEMENTS

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

For the purpose of complying with the product governance requirements set out in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”) and to discharge any non-contractual, contractual or other liability to which any “manufacturer” (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, the Offer SDRs have been subject to a product approval process, which has determined that such SDRs are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted under MiFID II (the “EU Target Market Assessment”). For the purposes of complying with each manufacturer’s product authorisation process in the UK, the Target Market Assessment, as defined below, for the Company’s SDRs has concluded that: (i) the target market for such SDRs is only eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook and professional investors as defined in Regulation (EU) 600/2014 which is part of UK legislation through the European Union (Withdrawal) Act 2018) (“UK MiFIR”) and (ii) all distribution channels for such SDRs to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of ARENIT’s SDRs may fall and investors may lose all or part of their investment; that ARENIT’s SDRs carry no guarantee of return or capital protection; and that an investment in ARENIT’s SDRs is suitable only for investors who do not require a guaranteed return or capital protection and who (acting alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal, or regulatory selling restrictions in connection with the Offer. Furthermore, it should be noted that, notwithstanding the Target Market Assessment, the Manager will only provide investors who fulfil the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the SDRs of ARENIT.

Each distributor is responsible for conducting its own Target Market Assessment in respect of ARENIT’s SDRs and for determining appropriate distribution channels.