The Best Half in Years, Overtaken by a Takeover Offer Before Anyone Could Read It
Delivery Hero's H1 2026 is, on its own terms, one of the cleanest half-year reports the company has produced. Revenue grew 12.7% to €7,752.2 million, Adjusted EBITDA» rose 3.9% to €426.7 million, and actual, unadjusted Free Cash Flow nearly doubled to €304.7 million (from €164.6 million in H1 2025), this time with no large one-off item like the €211.9 million Uber breakup fee that inflated the prior year's comparable figure. The operating result was still a loss (-€160.1 million, worse than H1 2025's rare positive +€3.1 million), but that swing was driven almost entirely by a €172.7 million legal-matters expense tied to antitrust risk, not by the underlying delivery business deteriorating.
None of that ended up being the story. On July 16, 2026 - sixteen days after this reporting period closed, and roughly six weeks before this report was even published - Delivery Hero entered a Business Combination Agreement with Uber Technologies. Uber will make a voluntary public takeover offer for all outstanding Delivery Hero shares at €41.50 per share in cash, implying a fully diluted equity value of €13.0 billion, with completion expected in the second half of 2027. The share price - which had already spiked from €20.49 in April to €36.98 in May on deal speculation, well before the BCA was signed - closed the reporting period at €36.00, a level the market had priced almost entirely off acquisition rumor rather than off the fundamentals this report describes. A reader picking up this half-year report today isn't asking whether Delivery Hero is a good standalone business anymore - they're asking whether €41.50 is a fair price for what this report actually shows.
The Prescription
Delivery Hero's operational strategy for the roughly 18 months before the Uber deal is expected to close should be exactly what H1 2026 already shows: keep converting Adjusted EBITDA growth into actual free cash flow, the way it finally did this half without leaning on the one-off Uber breakup fee that inflated H1 2025's operating cash flow. Americas continuing its margin turnaround (Adjusted EBITDA/GMV» up to 2.7% from 2.3%) and MENA holding a 3.1% margin through double-digit GMV growth are the two segments doing the real work, and both deserve continued capital priority over Asia, whose GMV kept contracting on a comparable basis.
What it should stop doing is treating the Spain rider-reclassification matter as a slow-moving legal risk it can manage on its own timeline. The contingent-liability range for rider reclassification actually widened this half - to €671.2-€1,094.1 million from €642.1-€1,047.3 million a year earlier - even after Glovo has now provisionally paid out roughly €528.0 million toward it. Paying more money into an exposure without the disclosed range shrinking is not risk reduction; it's treading water on a liability serious enough that a Delivery Hero subsidiary carries its own going-concern qualification (see Beyond the Usual). With Uber now the counterparty on the other side of a pending acquisition and its own shareholder loan commitment, resolving Spain before closing - rather than carrying it into 2027 - is squarely in Delivery Hero's own interest now, not just its riders'.
Key Financial Metrics
H1 2026 vs. H1 2025, consolidated, reported in EUR (also shown in USD)
FX: EUR 1 = USD 1.1413 (June 30, 2026 close, this period's actual period-end date).
| Metric | H1 2026 (EUR) | H1 2026 (USD) | H1 2025 (EUR) | YoY |
|---|---|---|---|---|
| Revenue | €7,752.2M | ~$8,847.8M | €6,879.5M | +12.7% |
| Gross profit | €1,670.3M | ~$1,906.4M | €1,640.7M | +1.8% |
| Adjusted EBITDA | €426.7M | ~$487.0M | €410.7M | +3.9% |
| Operating result (EBIT) | -€160.1M | ~-$182.7M | +€3.1M | swung to a loss on €172.7M of antitrust-related legal expense |
| Net result (consolidated) | -€359.1M | ~-$409.9M | -€356.3M | roughly flat, loss slightly wider |
| Net result attributable to shareholders | -€392.4M | ~-$447.9M | -€396.3M | loss narrowed slightly |
| Free cash flow (actual, unadjusted) | €304.7M | ~$347.8M | €164.6M | +85.1%, genuinely positive with no one-off inflow |
| Free cash flow (before extraordinary items) | €348.3M | ~$397.5M | -€7.7M | swing driven by real operating improvement, not a breakup fee this time |
| Cash and cash equivalents (period-end) | €2,771.6M | ~$3,163.3M | €2,808.1M | - roughly flat, after a $1.4bn USD Term Loan drawdown |
| Diluted/basic EPS | -€1.28 | — | -€1.34 | loss per share narrowed |
Key Operational Metrics
- GMV»: €25,675.2 million, +4.3% year-over-year, held back almost entirely by Asia's -6.2% reported decline (-4.3% on a comparable basis excluding exited Thailand operations and suspended South Korea restaurant-directory services); every other segment grew GMV double digits or close to it.
- Commission revenue net of vouchers grew 5.5% to €2,534.4 million, still the largest single revenue component at 32.7% of the total, but growing slower than total revenue - the increase was driven more by Dmart (own-warehouse) revenue, up 30.2% to €1,780.7 million (23.0% of total revenue), and service-fee revenue, up 57.4% to €399.0 million.
- Net debt: total interest-bearing debt (liabilities to banks of ~€458.4 million plus convertible bonds of ~€1,958.6 million) of roughly €2.42 billion against €2.77 billion cash - a net cash position of roughly €354.6 million, a meaningful improvement from FY2025's roughly €1.99 billion net debt, driven by the $1.4 billion USD Term Loan (2026) drawn during the period.
- Dmarts (own-warehouse Quick Commerce stores) expanded to 855 stores across 45 countries as of June 30, 2026, from 811 stores in 46 countries at FY2025-end - net store growth even as the count of countries served narrowed slightly.
- In March 2026, an option was exercised to extend the maturity of the Group's Revolving Credit Facility from May 2028 to May 2029, ahead of the Uber deal being announced.
Five Segments, Asia Still the Group's Only Real Drag
Delivery Hero reports five operating segments: Asia, MENA, Europe, Americas, and Integrated Verticals (mostly the Dmart own-warehouse business). The prior period's figures below reflect the company's own H1 2025-adjusted comparatives, restated this period for a functional reclassification the company describes as having no impact on net result, equity, or cash flows.
- Asia GMV fell 6.2% to €9,930.3 million (a fourth straight year of contraction, first flagged in the FY2025 post), and comparable-basis GMV was still down 4.3%. Segment revenue nonetheless grew 3.6% to €2,088.5 million on higher own-delivery penetration (77.5% vs. 69.0%), but Adjusted EBITDA fell 15.9% to €148.3 million as unfavorable South Korean won exchange rates overcompensated for underlying business growth.
- MENA stayed the Group's most profitable segment by margin: Adjusted EBITDA/GMV» was 3.1% (down slightly from 3.5%) even as GMV grew 11.6% to €8,077.0 million - the softening reflects continued Turkish-lira hyperinflation accounting under IAS 29, which the company says pressured Adjusted EBITDA while helping segment revenue.
- Europe narrowed its Adjusted EBITDA loss margin to -0.4% of GMV (from -1.1%) on GMV growth of 6.2% to €5,108.1 million - genuine margin progress this half, after the FY2025 post flagged Europe's margin as stalled.
- Americas posted the sharpest margin improvement of any segment: Adjusted EBITDA/GMV rose to 2.7% (from 2.3%), with GMV up 29.4% to €2,559.8 million - continuing the turnaround the FY2025 post already flagged as the segment's best-margin story.
- Integrated Verticals slipped back into a wider Adjusted EBITDA loss (-€25.3 million, a -1.2% GMV margin, vs. -€17.3 million/-1.0% in H1 2025), reversing the FY2025 post's finding that this segment had just turned Adjusted EBITDA-positive for the first time - new Dmart store investment is the stated driver.
Segment comparison: Americas and Europe delivered this half's genuine margin-improvement stories; MENA held its lead margin through a hyperinflation-driven softening; Integrated Verticals gave back the profitability it had only just reached in FY2025; and Asia's multi-year GMV contraction remains the Group's unresolved structural drag, even as it stayed profitable on a per-unit basis.
Beyond the Usual
Delivery Hero agreed to sell itself to Uber for €41.50 a share, sixteen days after this period closed
On July 16, 2026, Delivery Hero entered a Business Combination Agreement under which Uber Technologies will make a voluntary public takeover offer for all outstanding shares at €41.50 per share in cash, implying a fully diluted equity value of €13.0 billion. The offer requires acceptance from a majority of shares not already held by Uber, plus regulatory clearances, and includes reciprocal breakup fees - a €200 million fee payable by Delivery Hero to Uber, and a €700 million "Regulatory Reverse Fee" payable by Uber to Delivery Hero if the deal fails on regulatory grounds. As of the BCA date, Uber already controlled a 24.77% shareholding plus 11.74% of instruments and had secured irrevocable tender commitments for a further 16.68%, putting its total economic interest above 53% before the public offer even opened. Completion is expected only in the second half of 2027 - more than a year away from this report's publication.
Delivery Hero agreed to be acquired by Uber for €13.0 billion just over two weeks after this reporting period ended, with Uber already holding an economic interest above 53% before the public offer opened - a change-of-control event this scale means H1 2026's operating results are now largely a footnote to a pending acquisition, not a standalone performance report.
The Spain rider-reclassification exposure widened even after €528 million was already paid toward it
The disclosed contingent-liability range for rider-reclassification risk across the Group grew to €671.2-€1,094.1 million as of June 30, 2026, up from €642.1-€1,047.3 million a year earlier - even though Glovo has by now provisionally paid approximately €528.0 million toward the Spain-specific portion of this exposure (which itself remains disclosed in an unchanged €520.0-€860.0 million range). No provision is recognized for any of this: Delivery Hero's position is that reclassification remains "not probable" and that Glovo expects to recover the payments if its appeals succeed. Glovoapp Spain Platform S.L.U. continues to carry its own explicit going-concern qualification this period, unchanged in substance from what the FY2025 post first reported.
Despite paying roughly €528 million toward the Spain rider-reclassification exposure, the Group's total disclosed contingent-liability range for this risk widened rather than shrank this half, and the Spanish subsidiary bearing it still carries its own going-concern qualification - unresolved for a third consecutive reporting period.
A new prosecutor's investigation into rider conditions surfaced in Italy this half
In early 2026, the Milan Public Prosecutor notified Delivery Hero of an investigation into rider working conditions in Italy. During H1 2026 the Group implemented a remedial plan of economic and compliance measures in response, but the investigation remains ongoing and its outcome uncertain; management assesses a resulting liability as not probable but says any such liability, if it arose, couldn't currently be estimated.
A new Milan Public Prosecutor investigation into rider working conditions in Italy, disclosed for the first time this half, adds a second European jurisdiction actively scrutinizing Delivery Hero's rider-classification practices alongside the ongoing Spain matter.
Legal expenses flipped from a €18.7 million gain to a €172.7 million charge, and that's the whole story behind the operating loss
H1 2025's operating result was a rare, first-ever positive €3.1 million partly because that period booked €18.7 million of income from legal-matter adjustments. H1 2026 booked €172.7 million of expense from legal matters, primarily antitrust-related, per the company's own reconciliation - a roughly €191 million swing that alone more than accounts for the period's -€160.1 million operating result. Adjusted EBITDA, which excludes these items entirely, still grew 3.9%; the operating loss is a legal-provisioning story, not an operating-deterioration one.
The entire swing in Delivery Hero's H1 2026 operating result versus H1 2025 - from a rare small profit to a €160 million loss - traces to a roughly €191 million swing in legal-matter expense, primarily antitrust-related, that Adjusted EBITDA excludes entirely by design.
The company's own change-of-control risk disclosure was already live before the Uber deal was even public
This report's own risk section, dated as of the June 30, 2026 reporting date, discloses that certain of the Group's financing arrangements include change-of-control provisions letting lenders demand early repayment if a change-of-control event occurs, and states management was "continuously monitoring potential events" for this risk even before confirming, as of the reporting date, that no such event had yet occurred. Read against the July 16 Uber announcement sixteen days later, this wasn't boilerplate - management was tracking a live, material possibility while this report was being finalized.
The Uber deal's financing structure directly engages this risk: Delivery Hero's subsidiaries agreed to sell 14 markets' worth of businesses (including Poland, Portugal, Romania, Spain's Glovo operations, and Yemeksepeti in Türkiye) to SSW Partners, a New York investment firm, for roughly €1.4 billion, satisfied by promissory notes that Uber and its affiliate SMB Holding Corporation will themselves purchase from Delivery Hero for cash - a related-party financing arrangement layered directly into the acquisition structure, with Uber additionally committing a shareholder loan to cover any remaining change-of-control-triggered indebtedness.
Dmart's revenue share keeps climbing, and it's the one segment where GMV growth understates what's happening
Revenue from Dmarts (Delivery Hero's own-warehouse Quick Commerce stores) grew 30.2% to €1,780.7 million, reaching 23.0% of total Group revenue - up from 19.9% a year earlier - even as the Integrated Verticals segment's own Adjusted EBITDA moved further negative on new-store investment. The store count itself only grew modestly (855 vs. 811 stores), meaning per-store revenue is doing most of the work, a detail the segment's own headline GMV/EBITDA figures don't surface on their own.
Target Valuation Range
The market is no longer pricing Delivery Hero on its own fundamentals - it's pricing the Uber deal. At €41.50/share (€13.0 billion equity value), the offer implies roughly 0.85x FY2025 Total Segment Revenue and, on H1 2026's annualized Adjusted EBITDA run-rate of ~€853.4 million, roughly 14.8x EV/Adjusted EBITDA - a real premium to where this company's own multiples sat as recently as the FY2025 post, and a bet on execution risk (regulatory clearance, an H2 2027 close) rather than a standalone operating thesis.
Delivery Hero SE closed H1 2026's final trading day, June 30, 2026, at €36.00 per share - already up 58.4% from the FY2025 close of €22.72, entirely on deal speculation that predates the July 16 BCA signing. With approximately 303.8 million shares outstanding at period-end (subscribed capital of €303.8 million at €1.00 nominal value), and total interest-bearing debt (liabilities to banks of ~€458.4 million plus convertible bonds of ~€1,958.6 million) of approximately €2.42 billion against €2.77 billion cash, for a net cash position of roughly €354.6 million:
| Market cap → enterprise value | H1 2026 |
|---|---|
| Share price (period-end) | €36.00 |
| Shares outstanding | ~303.8M |
| Market capitalization | ~€10.94B (~$12.48B) |
| Total liabilities (banks + convertible bonds) | ~€2.42B |
| Less: cash and equivalents | ~€2.77B |
| Enterprise value | ~€10.58B (~$12.08B, net cash ~€0.35B) |
| Peer-multiple sanity check | FY2025 | H1 2026 (period-end) | Uber offer (€41.50/share) |
|---|---|---|---|
| Equity value | ~€6.78B | ~€10.94B | €13.0B |
| Enterprise value | ~€8.77B | ~€10.58B | ~€12.65B (implied, using H1 2026 net cash) |
| EV/FY2025 Total Segment Revenue (€14.80B) | ~0.59x | ~0.71x | ~0.85x |
| EV/H1 2026 annualized Adjusted EBITDA (€853.4M) | — | ~12.4x | ~14.8x |
The Uber offer's implied multiples sit meaningfully above where Delivery Hero traded through FY2025 - not because the underlying business re-rated on fundamentals (H1 2026's Adjusted EBITDA grew a modest 3.9%), but because an acquirer is paying a control premium for a specific strategic combination (Uber Eats plus Delivery Hero's markets, with the competing-market overlap being carved out to SSW Partners as part of the same transaction). A real DCF isn't attempted here for the same reason it wasn't in the two prior posts: the Spain contingent liability remains unresolved and widened this half, and the entire valuation question for the next 18 months is now "does the Uber deal close on its stated terms," not "what does a multi-year free cash flow projection imply" - a DCF would answer a question the market has already stopped asking. The one number that matters for a reader holding the stock through mid-2027 is the deal price itself: €41.50 per share is now the reference point every other valuation method in this post is really being checked against.
Delivery Hero SE's Half-Year Financial Report 2026 (unaudited condensed consolidated interim financial statements and interim group management report for the six months ended June 30, 2026) and its Q2 2026 Trading Update presentation (dated August 27, 2026), via Delivery Hero's investor relations page.