Ellos Group publishes prospectus and announces price in the offering of shares in connection with listing on Nasdaq Stockholm

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES

29 June 2026 13:30 CEST

On 22 June 2026, Ellos Holding AB (publ) (“Ellos Group”, “Ellos Holding”, the “Group” or the “Company”), one of the leading Nordic online shopping destinations for fashion and home interior,[1] announced its intention to conduct an offering of shares to the general public in Sweden and Norway as well as to institutional investors in Sweden and certain jurisdictions abroad (the "Offering") and to list the Company's shares on Nasdaq Stockholm (together with the Offering, the "Listing"). Today, Ellos Group publishes its prospectus and announces the price per share in the Offering. The first day of trading on Nasdaq Stockholm is expected to be 8 July 2026. Martin Bjäringer through company and family, Carl Rosvall through company, Heimdal Førvaltning, Sissener, Storm Bond Fund (a related party to the chairman of the board, Morten Eivindssøn Astrup), and Tinden Holding (together, the “Cornerstone Investors”) have, subject to certain conditions, undertaken to subscribe for shares in the Offering for an aggregate amount of approximately SEK 203[2] million.

The Offering in brief

• The price in the Offering is set to SEK 60 per share (the "Offering Price"), corresponding to a total market value of all outstanding shares in the Company of approximately SEK 1,485 million after the completion of the Offering (excluding the Overallotment Option).
• The Offering comprises a maximum of 5,000,000 newly issued shares in the Company (excluding the Overallotment Option), corresponding to SEK 300 million before deduction of costs related to the Offering, corresponding to approximately 20.2 percent of the total number of shares and votes in the Company after completion of the Offering.
• In order to cover any overallotment in relation to the Offering, the Company will undertake to issue a maximum of an additional 15 percent of the total number of shares in the Offering (the "Overallotment Option"), corresponding to 750,000 shares.
• Provided that the Overallotment Option is exercised in full, the Offering will comprise a total of 5,750,000 newly issued shares, corresponding to SEK 345 million.
• Provided that the Offering is fully subscribed and the Overallotment Option is exercised in full, the number of outstanding shares in the Company will increase by 5,750,000 shares, from 19,747,218 shares to 25,497,218 shares, corresponding to 22.6 percent of the total number of outstanding shares in the Company after completion of the Offering.
• The Cornerstone Investors have, subject to certain conditions, undertaken to subscribe for shares in the Offering for an aggregate amount of approximately SEK 2032 million. These commitments represent 13.3 percent of the share capital and votes in the Company after completion of the Offering, and 58.9 percent of the total number of shares in the Offering if the Overallotment Option is exercised in full.
• In connection with the Listing, members of the board of directors and the executive group management will undertake, for a period of 180 days for the board members, and 360 days for the executive group management, following the commencement of trading, not to, with certain exceptions, transfer or dispose of their respective shareholdings in the Company without the prior written consent of the Joint Global Coordinators (so-called lock-up undertakings). Existing shareholders in the Company representing approximately 85.7 percent of the shares in the Company prior to completion of the Offering will enter into similar lock-up undertakings for a period of 180 days following the commencement of trading in the Company’s shares on Nasdaq Stockholm, although limited to 90 percent of each shareholder’s shareholding in the Company at the time of the Offering, on certain terms. In addition, subject to certain customary exceptions, the Company will undertake not to issue or otherwise transfer any securities for a period of 180 days following the commencement of trading in the Company's shares on Nasdaq Stockholm without the prior written consent of the Joint Global Coordinators.
• The shares will be offered to the general public in Sweden and Norway as well as to institutional investors in Sweden and certain jurisdictions abroad.
• The application period for the general public in Sweden and Norway is expected to be 30 June – 7 July 2026 at 15:00 CEST.
• The application period for institutional investors is expected to be 30 June – 7 July 2026.
• The first day of trading on Nasdaq Stockholm is expected to be 8 July 2026 and the shares will trade under the trading symbol (ticker) “ELLOS”.

Hans Ohlsson, CEO of Ellos Group, comments:

“Ellos Group has established a strong position as a leading online destination in the Nordic region for fashion and home, with a scalable platform, a clear customer offering, and a loyal customer base. Through the share offering, both new institutional and retail investors are given the opportunity to participate in our continued journey. With solid financial performance and a clear long-term strategy for profitable growth, we are well positioned for the next phase of development and look forward to creating long-term value together with both new and existing shareholders.”

Morten Eivindssøn Astrup, Chair of the Board of Directors of Ellos Group, comments:

“The listing marks a new chapter for Ellos Group, and through the offering new investors are given the opportunity to take part in the next exciting step in the company’s journey. In recent years, focused efforts have laid the foundation for a leading and well-positioned business. The board has strong confidence in management’s ability to continue executing the strategy and views the listing as a natural development to broaden the shareholder base and strengthen the company’s long-term position. I look forward to welcoming new shareholders as Ellos Group takes the next step as a listed company.”

Background and reasons for the Listing and the Offering

Ellos Group’s board of directors and the executive group management consider the Offering and Listing to be a logical and important next step in Ellos Group’s development. The Offering and the Listing of the Company’s shares on Nasdaq Stockholm will broaden the Company’s shareholder base and give Ellos Group access to the Swedish and international capital markets, which is expected to favour the Company’s continued growth and development. A listing is also expected to increase the awareness of Ellos Group and its business and thereby also strengthen its brand, which is expected to indirectly lead to an increased demand for Ellos Group’s products. The Listing is also expected to increase Ellos Group’s attractiveness as an employer and thereby strengthen the Company’s ability to attract and retain talent. The Group intends to use the net proceeds from the Offering primarily for general corporate purposes, including to fund investments to drive its continued profitable growth and development, as well as, secondly, to pursue selective acquisitions as opportunities arise or, thirdly, in the absence of such opportunities, to reduce its outstanding debt, such as by decreasing utilisation of credit facilities and/or repurchasing or redeeming outstanding bonds, if conditions are favourable.

About Ellos Group

Ellos Group is one of the leading Nordic online shopping destinations for fashion and home interior. The Group’s online stores Ellos, Jotex and Homeroom have strong market positions in the Nordic region in their core customer segment, midlife women. The product offering includes a selection of both own and external brands, with 61 percent of the Group’s total merchandise sales for the financial year ended 31 December 2025 being attributable to own brands[3] and 39 percent to external brands. The customer offering is supported in Sweden, Norway, Denmark and Finland by Ellos Group’s own integrated payment and financing solution, Elpy. Elpy enables Ellos Group to manage the entire customer journey, offering a smoother shopping experience that supports customer loyalty.

Ellos Group’s operations are built on a single and scalable online platform, integrating group-wide functions such as sourcing, logistics, advanced data analytics and data-driven digital marketing, payment solutions and customer service. Ellos Group’s head office is located in Viared outside Borås, which is closely situated to the Group’s two warehouses with the capacity to deliver to most addresses in the Nordic region and northern Europe with short lead times. As of 31 December 2025, the number of employees in the Group was 509.

For the financial year ended 31 December 2025, 74 percent of the Group’s net sales were attributable to Ellos, 21 percent to Jotex and 5 percent to Homeroom. For the same period, Ellos’ net sales amounted to SEK 2,549 million, Jotex’s net sales amounted to SEK 728 million and Homeroom’s net sales amounted to SEK 158 million.

Prospectus and application

The Company has prepared a prospectus (in English, with a prospectus summary in both Swedish and Norwegian) in connection with the Offering and the Listing. The prospectus contains the full terms and instructions of the Offering and is available on Ellos Group’s website (www.ellosgroup.com), ABG Sundal Collier’s website (www.abgsc.com), Danske Bank’s website (www.danskebank.se/prospekt), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se).

The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has been approved by the Swedish Financial Supervisory Authority as competent authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval shall not be considered as an endorsement of the Company, nor should it be considered as an endorsement of the quality of the securities that are the subject of the prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

Preliminary timetable

Stabilisation measures

In connection with the Offering, Danske Bank will act as stabilisation manager (the “Stabilisation Manager”) and may, to the extent permitted in accordance with Swedish law, carry out transactions aimed to stabilise, maintain, or in other ways support the market price of the Company’s shares, for up to 30 days from the commencement of trading in the Company’s shares on Nasdaq Stockholm. The Stabilisation Manager may effect transactions in order to maintain the market price of shares at levels above those that might otherwise prevail in the open market.

The Stabilisation Manager is, however, not required to carry out such transactions and there is no assurance that such activities will be undertaken. Such transactions may be affected on any securities market, including Nasdaq Stockholm, over-the-counter market or otherwise.

Stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be ended no later than by the end of the abovementioned 30-day period.

In no event will transactions be affected at levels above the Offering Price. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, it shall be made public that stabilising measures have been performed in accordance with article 5(4) in EU’s Market Abuse Regulation 596/2014. Within one week of the end of the stabilisation period, the Stabilisation Manager will make public whether or not stabilisation measures were undertaken, the date at which stabilisation started, the date at which stabilisation last occurred as well as the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out. Except as required by law or regulation, the Stabilisation Manager will not disclose the extent of any stabilisation and/or overallotment transaction carried out in relation to the Offering.

Advisors

ABG Sundal Collier AB and Danske Bank A/S, Danmark, Sverige Filial are Joint Global Coordinators and Joint Bookrunners, and Pareto Securities AB and SB1 Markets, filial i Sverige are Joint Bookrunners, in the Offering. Advokatfirman Cederquist KB is legal adviser to the Company. Advokatfirmaet Schjødt AS, filial is legal adviser to the Joint Global Coordinators and the Joint Bookrunners.

For further information, please contact:

Johan Stigson, CFO and responsible for IR, Ellos Group

Telephone: +46 (0)33 16 08 05

Email: press@ellosgroup.com

www.ellosgroup.com

The information was submitted for publication, through the agency of the contact person set out above, at 29 June 2026 13:30 CEST.

Important information

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

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden and Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This document and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 who 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”) or (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 (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.

Forward-looking statements

This announcement contains certain forward-looking statements that reflect the Company’s current view on future events and anticipated financial and operational performance. Forward-looking statements are generally all statements other than statements as to historical facts or present facts or circumstances. Words such as “may”, “shall”, “will”, “assume”, “forecast”, “anticipate”, “should”, “expect”, “believe”, “estimate”, “plan”, “project”, “prepare”, “intend” or “could” or, in each case, their negative or similar expressions or comparable terminology, are forward-looking statements. The forward-looking statements speak only as of the date of this announcement. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements. Readers are advised to view the forward-looking statements contained in this announcement with caution. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law or the Nasdaq Nordic Main Market Rulebook for Issuers of Shares.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.