Q4 2025 · XETRA · Apr 20, 2026

DHER Delivery Hero Hit Its Adjusted EBITDA Target - So Why Does One Subsidiary Have a Going-Concern Warning?

FY2025 Adjusted EBITDA grew 30% to €903 million, inside Delivery Hero's own guidance range, and free cash flow before extraordinary items rose 15% to €250 million - but strip out those extraordinary items and free cash flow was actually negative €404.5 million, driven by €537.6 million of real cash payments to Spanish riders and €329.0 million to settle the EU antitrust case, and one Glovo subsidiary now carries an explicit going-concern warning of its own.

Two Free Cash Flow Numbers, Both True, Telling Opposite Stories

Delivery Hero's FY2025 headline metrics landed inside or ahead of its own guidance: GMV» grew 0.9% (reported) to €49.20 billion against a "slight growth" target, Total Segment Revenue grew 15.7% to €14.80 billion against "moderate growth" guidance, and Adjusted EBITDA» grew 30.4% to €903.0 million - inside the company's own €900-940 million guided range, and up from €692.5 million a year earlier. Free Cash Flow "before extraordinary items" of €250.2 million, up 15% year-over-year, exceeded the guided "€120 million or slightly above" target. Read only that sentence and FY2025 looks like a clean beat across every metric the company guides to.

Now look at Free Cash Flow without stripping anything out: -€404.5 million, a swing of more than €600 million from the "before extraordinary items" figure above. The company's own reconciliation explains why: €654.7 million of items it classifies as "extraordinary" - a €211.9 million Uber breakup fee cash inflow (already flagged as received in the H1 2025 post), a €537.6 million cash outflow for rider-related classification disputes in Spain, and a €329.0 million cash payment to settle the European Commission's antitrust investigation. Two of those three are real cash the company actually paid out this year to resolve real, previously-flagged legal exposure - not accounting noise, and not one-time in the sense of "unlikely to recur," since the Spain matter in particular is an ongoing legal situation, not a closed one. A reader who anchors only on "€250 million FCF before extraordinary items, beat guidance" would miss that the year's actual, unadjusted cash generation was deeply negative, for reasons directly tied to the up-to-€860 million Spain contingent liability flagged as unrecognized in the prior post.

The Prescription

Delivery Hero should keep treating "extraordinary items" as a genuinely useful analytical lens - splitting recurring operating cash generation from one-off legal settlements is legitimate and clarifies what the underlying delivery business can generate on its own. The FY2025 numbers show real operating improvement: Adjusted EBITDA/GMV margin reached 1.8%, up from 1.4%, and the operating result loss narrowed to -€154.1 million from -€341.3 million. That trend is real and worth continuing to track and communicate clearly.

What it should stop doing is letting "before extraordinary items" become the only number investors see in headline guidance and outlook materials, when the items being excluded aren't actually extraordinary in the sense of unlikely to repeat - they're the direct cash cost of resolving legal exposure that was flagged, disclosed, and specifically forecast to be resolved this way in the prior period. Framing €537.6 million of rider back-pay and social-security settlements as an "extraordinary item" the same way a one-time M&A breakup fee is framed risks training investors to discount exactly the kind of cash outflow most worth watching closely - especially with a Glovo Spain subsidiary now carrying its own explicit going-concern qualification (see Beyond the Usual).

Key Financial Metrics

FY2025 vs. FY2024, consolidated, reported in EUR (also shown in USD)

FX: EUR 1 = USD 1.1746 (December 31, 2025 close, this period's actual period-end date).

Metric FY2025 (EUR) FY2025 (USD) FY2024 (EUR) YoY
Revenue €14,059.6M ~$16,514.6M €12,294.7M ✅ +14.4%
Total Segment Revenue €14,803.4M ~$17,388.5M €12,796.4M ✅ +15.7%
Gross profit €3,433.1M ~$4,032.5M €3,329.2M ✅ +3.1%
Adjusted EBITDA €903.0M ~$1,060.6M €692.5M ✅ +30.4%, inside guidance
Operating result (EBIT) -€154.1M ~-$181.0M -€341.3M ✅ loss narrowed 54.9%
Net result -€698.2M ~-$820.1M -€881.7M ✅ loss narrowed 20.8%
Free cash flow (before extraordinary items) €250.2M ~$293.9M €218M ✅ +14.8%, ahead of guidance
Free cash flow (after extraordinary items, actual) -€404.5M ~-$475.1M ~€100M (FY2024, as previously reported) ⚠️ swung deeply negative on real cash outflows for Spain and EU antitrust, see above
Cash and cash equivalents (period-end) €2,112.7M ~$2,481.2M €3,808.7M ⚠️ down 44.5%, largely convertible-bond buybacks plus the cash items above
Diluted/basic EPS -€2.62 -€3.10 ✅ loss per share narrowed

Key Operational Metrics

  • GMV: €49.20 billion, +0.9% reported (+5.5% constant-currency, +9.0% like-for-like excluding exited/divested operations) - a materially slower reported growth rate than FY2024's 7.7%, driven substantially by Asia's continued volume decline (see segments below) and FX headwinds.
  • Net debt widened slightly to roughly €1.99 billion (total interest-bearing debt of ~€4.10 billion against €2.11 billion cash), up from FY2024's €1.9 billion, reflecting the cash outflows described above rather than new borrowing.
  • In March 2026 (after this period's close), Delivery Hero launched a syndication for a $1.5 billion incremental term loan facility specifically to rebuild current-asset liquidity after FY2025's cash payments - a direct, disclosed response to the year's negative actual free cash flow.
  • Also in March 2026, Delivery Hero signed a new agreement to sell its Taiwanese subsidiary, Foodpanda Taiwan Co., Ltd., to Grab Holdings Limited for $600 million cash - a smaller price than the $950 million Uber deal that collapsed in FY2024, and still subject to Taiwan Fair Trade Commission approval, with closing expected only in H2 2026.

Five Segments, Asia's Decline Now the Group's Central Tension

Delivery Hero's presentation this period reports GMV, revenue, and Adjusted EBITDA on both a "pre-harmonization" and "post-harmonization" basis for FY2025, reflecting a scope/definition change (particularly affecting Asia); the figures below use the post-harmonization FY2025 numbers as presented, compared against the FY2024 figures as previously reported.

  • MENA remained the profitability anchor: Adjusted EBITDA grew 15.5% to €546.0 million, holding its Adjusted EBITDA/GMV margin flat at 3.7% even as GMV growth decelerated to 14.2% (from 28.8% in FY2024) - a segment maturing off its post-IPO growth rate while sustaining margin.
  • Asia GMV fell to €20,779.7 million on a post-harmonization basis, a fourth consecutive year of decline - yet Adjusted EBITDA/GMV margin held at 1.6%, essentially flat versus FY2024's 1.6% (previously reported basis). The scale of Asia's multi-year contraction, still the Group's second-largest segment by GMV, remains the single largest drag on Group GMV growth, consistent with the pattern first flagged in the FY2024 post.
  • Europe widened its Adjusted EBITDA loss margin slightly to -0.8% of GMV (from -0.9%), with GMV growth of 9.2% - continued healthy top-line growth but profitability progress stalled rather than continuing FY2024's trajectory toward breakeven.
  • Americas delivered the strongest margin improvement of any segment: Adjusted EBITDA/GMV margin reached 2.5% (from 0.3% in FY2024), with Adjusted EBITDA of €100.0 million - the segment has gone from the Group's deepest loss center two years ago to one of its best-margin regions.
  • Integrated Verticals turned Adjusted EBITDA positive for the first time, at €2.9 million (a 0.1% GMV margin), from -€98.7 million (-3.4%) in FY2024 - the Dmart/logistics business that had been the deepest loss center by margin in the FY2024 post has now crossed into profitability, with Quick Commerce specifically surpassing €7.5 billion of GMV in FY2025.

Segment comparison: Americas and Integrated Verticals delivered the year's real margin-improvement stories, both crossing from meaningfully negative to positive territory; MENA held its already-strong margin through slower growth; Europe's margin progress stalled; and Asia's multi-year GMV decline remains the Group's central unresolved structural question, even as its per-unit profitability held up.

Beyond the Usual

A Glovo subsidiary in Spain now carries its own explicit going-concern qualification

The annual report discloses, in its own words: "with respect to existing reclassification risks in relation to couriers in the Group's consolidated subsidiary Glovoapp Spain Platform S.L.U., which may expose this subsidiary to additional social security charges and penalties, we emphasize that if these risks should comprehensively materialize, such payments may not be satisfied within its operating business activities without additional financial support from Delivery Hero SE. Consequently, significant uncertainty exists with respect to the ability of Glovoapp Spain Platform S.L.U., Spain, to continue as a going concern." This is a direct escalation from the up-to-€860 million unrecognized contingent liability flagged in the H1 2025 post: the risk is no longer just a disclosed range with zero provision, it's now serious enough that the specific Spanish subsidiary's own ability to continue as a going concern is in question absent parental support, even as the wider Group's own going-concern assessment (twelve months of sufficient funds) remains unqualified.

Delivery Hero's own annual report states that its Glovo Spain subsidiary's ability to continue as a going concern is subject to significant uncertainty if the courier-reclassification risk fully materializes, unless Delivery Hero SE itself provides additional financial support - a materially sharper warning than the unrecognized contingent liability disclosed six months earlier.

The Spain rider dispute already cost €537.6 million in real cash this year

Following the transition of Glovo's Spanish riders to an employment-based model, Delivery Hero paid out €537.6 million in cash during FY2025 for rider-related classification disputes - substantially more than the roughly €450 million in demand letters disclosed as received through July 31, 2025 in the H1 2025 report, meaning the actual resolution cost grew further in H2 2025 alone. This is the single largest driver of FY2025's negative actual free cash flow, and it is money that has already left the business, not a hypothetical exposure.

The Spain rider-reclassification matter has now cost Delivery Hero €537.6 million in actual cash payments in a single year - larger than the mid-point of the contingent-liability range disclosed just six months earlier - and the Spanish subsidiary bearing this exposure now carries its own going-concern qualification.

The EU antitrust settlement also converted from a provision reversal to a real cash payment

The H1 2025 post noted a €71.0 million provision reversal from the EU antitrust settlement - an accounting entry, not yet cash. The FY2025 free cash flow reconciliation shows the actual cash settlement payment to the European Commission was €329.0 million, paid out during the year. The provision-reversal accounting gain and the actual cash cost of settling are two different numbers, and only the second represents money that left the company.

The Taiwan business finally has a real buyer, at a lower price than the deal that collapsed

Delivery Hero signed a new agreement in March 2026 (a subsequent event) to sell 100% of Foodpanda Taiwan to Grab Holdings for $600 million cash, expected to close in H2 2026 subject to Taiwan Fair Trade Commission approval - the same regulator that blocked the earlier $950 million Uber deal covered in the FY2024 and H1 2025 posts. The $350 million lower headline price versus the failed Uber transaction is a real cost of the roughly 15 months this business has spent unsold since the original agreement, though the two deals aren't perfectly comparable given market and FX changes over that period.

A $1.5 billion term loan raised specifically because this year's cash payments left current assets thin

Delivery Hero disclosed that the combination of the Spain and EU antitrust cash settlements plus "a negative cash flow from financing activities" reduced the Group's current assets by period-end, prompting the March 2026 launch of a $1.5 billion incremental term loan syndication specifically "to improve the Group's current assets." Raising new term debt to rebuild liquidity immediately after a year in which two large legal matters consumed roughly €867 million of cash is a direct, quantifiable link between the legal exposure flagged over the last two posts and this period's actual financing decisions - not a coincidence of timing.

Adjusted EBITDA beat guidance partly because "management adjustments" shrank sharply

The reconciliation from Adjusted EBITDA to the statutory operating result shows total "management adjustments" (excluding share-based compensation and the goodwill/Uber items) fell from -€512 million in FY2024 to -€147 million in FY2025, a 71% reduction - largely because the antitrust and Uber-related legal costs that inflated FY2024's adjustments didn't recur at the same scale within Adjusted EBITDA itself (having instead shown up as real cash payments below the Adjusted EBITDA line, as detailed above). Reorganization-measure adjustments actually grew (from -€39 million to -€104 million, tied to the Spain rider-model transition and Pandora platform restructuring), a partial offset worth noting alongside the overall improvement.

Target Valuation Range

Implied enterprise value of ~€8.77 billion (~$10.30 billion), roughly 0.59x FY2025 Total Segment Revenue and ~9.7x FY2025 Adjusted EBITDA. The multiples look inexpensive relative to FY2024, but that reflects a lower share price following a year of real, large cash outflows for legal settlements - not a business getting structurally cheaper on improving fundamentals alone. The going-concern language attached to Glovo Spain is the dominant risk factor for this valuation, not a footnote to it.

Delivery Hero SE closed FY2025's final trading day, December 30, 2025, at €22.72 per share. With 298,248,239 shares outstanding at period-end (subscribed capital of €298.2 million at €1.00 nominal value), and total interest-bearing debt (liabilities to banks of ~€1,599.3 million plus convertible bonds of ~€2,502.3 million) of approximately €4.10 billion against €2.11 billion cash, for net debt of roughly €1.99 billion:

Market cap → enterprise value FY2025
Share price (period-end) €22.72
Shares outstanding 298,248,239
Market capitalization ~€6.78B (~$7.96B)
Total liabilities (banks + convertible bonds) ~€4.10B
Less: cash and equivalents ~€2.11B
Enterprise value ~€8.77B (~$10.30B, net debt ~€1.99B)
Peer-multiple sanity check H1 2025 FY2025 Change
Enterprise value ~€8.06B ~€8.77B ⚠️ up
EV/Total Segment Revenue ~0.58x (TTM) ~0.59x - roughly flat, reflecting the lower share price rather than materially different revenue growth
EV/Adjusted EBITDA ~9.3x (TTM) ~9.7x ⚠️ up slightly, despite Adjusted EBITDA growing 30%, because the share price fell faster than earnings grew over the year

No directly comparable pure-play global food-delivery peer has been covered on this site yet at a similar reporting date, so a peer-multiple sanity check isn't available for this post.

The share price was essentially flat across H2 2025 (€22.97 at the H1 2025 close to €22.72 at year-end), with an intra-period dip to €20.10 in November 2025 - an unremarkable move relative to the far larger swings covered in the prior two posts, so it's folded into this valuation section rather than given its own heading. Delivery Hero has not split its stock over this window, so these remain actual nominal prices.

A real DCF still isn't attempted here, and this period makes the case for waiting even stronger than the prior two posts did: FY2025's actual free cash flow was negative €404.5 million, and even the "before extraordinary items" figure the company prefers to guide to (€250.2 million) sits on top of legal exposure - specifically the Glovo Spain matter - serious enough to trigger a subsidiary-level going-concern qualification. Projecting a multi-year discounted cash flow from a base year with that much legal uncertainty embedded in it would produce a number with false precision. The peer-multiple read above, treated as a sanity check rather than a verdict, remains the more honest tool until the Spain matter is fully resolved and at least one full year of clean, comparable free cash flow exists without an "extraordinary items" adjustment doing this much work.

Three consecutive posts have now tracked the same thread from a different vantage point each time: an escalating antitrust provision, then a settlement and a disclosed-but-unprovisioned Spain contingent liability, and now real cash paid out on both and a going-concern warning on the specific subsidiary carrying the risk. The operating business genuinely improved in FY2025 - Adjusted EBITDA margin, Integrated Verticals turning profitable, Americas' margin turnaround are all real. But the number that should stick with a reader isn't the €903 million Adjusted EBITDA that hit guidance - it's the €404.5 million of actual cash that walked out the door, and the fact that Delivery Hero itself now says one of its own subsidiaries might not survive as a going concern without help if the underlying legal risk isn't contained.


Delivery Hero SE's Annual Report 2025 (audited consolidated financial statements and combined management report for the year ended December 31, 2025) and its FY 2025 Results Presentation (dated March 26, 2026), via Delivery Hero's investor relations page.