REG - Trustpilot Group PLC - Profitability ahead of expectations
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260317:nRSQ8587Wa&default-theme=true
RNS Number : 8587W Trustpilot Group PLC 17 March 2026
Trustpilot Group plc
Results for the year ended 31 December 2025
17 March 2026
Strong FY25 results supported by AI growth; profitability ahead of
expectations
As the world's largest open customer feedback platform, Trustpilot provides
businesses with authentic customer insight and data needed to build trust in
an AI-driven world. We monetise through a high-margin B2B subscription model
that prioritises content integrity, delivering consistent growth as we capture
a vast global market opportunity. Trustpilot is the trust platform for an AI
world.
$m unless stated otherwise 2025 2024 (+/-) % actual (+/-) % constant currency
Bookings(1) 291.4 239.0 22 % 18 %
Revenue 261.1 210.7 24 % 20 %
Adjusted EBITDA* 40.7 24.1 69 %
Adjusted EBITDA margin* 15.6 % 11.4 % 4.2 ppt
Operating profit 16.0 3.8 320 %
Profit before tax 14.1 5.2 172 %
Diluted EPS (cents) 1.8 1.4 29 %
Adjusted diluted EPS (cents)(2) 4.8 3.1 57 %
Operating cash flow 59.2 29.4 102 %
Adjusted free cash flow* 46.6 17.1 173 %
Adjusted diluted free cash flow per share (cents)* 10.7 3.9 174 %
Cash and cash equivalents 47.6 68.9 (31) %
* Alternative performance measures ('APMs') - further detail available in note
3 on page 28;
** See page 3 for the definition of LTM Net Dollar Retention rate and constant
currency
Financial Highlights
• Strong bookings momentum: Growth of 18% constant currency**
("cc") to $291.4 million (FY24: $239.0 million) with momentum accelerating in
H2 particularly across Enterprise and North America;
• Robust retention: LTM Net Dollar Retention rate** of 102% (FY24:
103%) underpinned by improved gross retention of 87% (FY24: 85%), offset by
the annualisation of the package migration in 2024;
• Revenue up 20% cc: Driven by strong retention and the
compounding effect of bookings;
• Profitability ahead of expectations: Adjusted EBITDA of $40.7
million with margin expanded to 15.6% (FY24: 11.4%), with operating profit up
320% to $16.0 million demonstrating continued operating leverage and
Enterprise customer growth alongside investment in the product;
• Strong cash generation: Adjusted free cash flow up 173% to $46.6
million driven by growing profitability and improved working capital with
operating cash flow up 102%;
• Capital allocation: Completed $71.6 million of share buybacks in
the period. Given confidence in future cash generation and closing cash
position of $47.6 million after the buyback, we intend to buyback a further
£22.5 million (c.$30 million) of shares, with a further £7.5m provided to
the employee benefit trust (EBT) to satisfy future share awards;
• FY26 Outlook: Revenue is expected to grow high-teens cc
reflecting strong 2025 bookings and we expect a 2-3ppt improvement in adjusted
EBITDA margin driven by operating leverage;
• Medium term growth target: Continue to expect to deliver at
least mid-teens revenue growth each year and, given the opportunity AI offers
our business and operating leverage, expect to reach 25% adjusted EBITDA
margins in 2028 and 30% in 2030.
• CFO succession: At an advanced stage in appointing a successor
for Hanno Damm.
Strategic and Operational Highlights
• AI leadership: Strategic focus has driven a dramatic rise in
Large Language Models (LLM) exposure, with click-throughs from AI search up
1490% YoY.
◦ Trustpilot ranked as the 5th most cited domain globally on
ChatGPT in January 2026 according to Promptwatch. This means ChatGPT has
directly referenced, linked to, or cited Trustpilot as a source of information
when answering a user's prompt;
◦ Watch CEO Adrian Blair discuss Trustpilot in the age of AI with
CPO Ciaran Dynes (https://trustpilot-video.wistia.com/medias/ewrnqa6uta) ;
(https://trustpilot-video.wistia.com/medias/ewrnqa6uta)
• Product innovation: Released significant enhancements to company
profile pages, improving consumer engagement and Answer Engine Optimisation
(AEO) readiness with new features for businesses including Review Follow Up
and Data Solutions;
• Accelerated platform momentum: Driving deeper penetration across
our addressable market particularly with larger Enterprise customers that fuel
the growth fly-wheel;
◦ 35% increase in the number of customers paying over $20k per
year;
◦ Reviews on the platform up 20%;
◦ Inaugural US "Write A Review Week" achieved a 63% YoY increase
in unique visitors and catalysed commercial momentum.
Trust & Transparency
• Evolving landscape: With the advent of AI, the trust landscape
continues to evolve. We are seeing increased fake review volume, along with
the wider industry. As a consequence, we are deploying ever more sophisticated
technology, leveraging AI, to enforce our guidelines and ensure we remain at
the forefront of industry best practice through investment in our proprietary
detection technology.
• Integrity at scale: In FY25 our proprietary AI fraud detection
models removed 7.8 million fake reviews, safeguarding the platform's utility
as the global standard for consumer trust.
◦ Watch the video to learn how we protect Trust
(https://corporate.trustpilot.com/trust#how-trustpilot-protects-trust)
• Trust teach-in: We will hold a Trust teach-in on 6 May 2026 to
provide more detail on how we protect the platform.
Adrian Blair, CEO, commented:
"As AI reshapes how consumers search and make decisions, authentic human
feedback has never been more critical. As the world's largest open customer
feedback platform, Trustpilot is at the centre of this shift. We have seen a
dramatic rise in the visibility of Trustpilot in AI models, given the immense
scale, recency and authenticity of the feedback we host. By integrating
AI-powered innovation and optimising for large language models, we are not
just participating in this new era - we are helping drive it. Trust is the
foundation of our business - alongside investment in AI we continue to invest
in the technology, team and expertise required to safeguard the integrity of
the platform.
"We delivered an excellent performance in 2025, achieving 18% constant
currency bookings growth, with momentum accelerating in H2 driven by
Enterprise growth, and a 4.2 ppt improvement in adjusted EBITDA margin, ahead
of expectations. This performance demonstrates the inherent operating leverage
in our model. We enter the new financial year with clear strategic momentum
and continued confidence in our growth roadmap."
Additional business information
$m unless stated otherwise 2025 2024 (+/-) % actual (+/-) %
constant
currency
Bookings
UK(†) 115.7 97.1 19 % 16 %
Europe and Rest of the World 113.5 90.3 26 % 20 %
North America(†) 62.2 51.6 21 % 21 %
Total bookings(1) 291.4 239.0 22 % 18 %
Revenue
UK(†) 104.5 84.9 23 % 19 %
Europe and Rest of the World 101.8 81.4 25 % 20 %
North America(†) 54.8 44.4 23 % 23 %
Total revenue 261.1 210.7 24 % 20 %
(† For presentation purposes, the Isle of Man, Jersey and Guernsey are
included within the UK. North America includes the USA and Canada.)
Operational metrics
Annual Recurring Revenue ('ARR') ($m)(3) 296.1 230.9 28 % 19 %
LTM Net Dollar Retention Rate (4) 102 % 103 % (1) ppt
Average annual contract value ('AACV') ($)(9) 10,852 8,798 23 % 16 %
Number of active reviews (m)(5) 361 301 20 %
Trustbox impressions (bn)(7) 160 140 14 %
Trust(8) 4.4 4.0 10 %
Employee engagement 8.0 7.8 3 %
1. Bookings is defined as the annual contract value of contracts signed or
renewed in a given period. Nearly all of Trustpilot's contracts with customers
have a duration of twelve months and, in the event a contract length exceeds a
12-month term, the value is adjusted to the 12-month equivalent for the
purpose of calculating bookings. Bookings are a leading indicator of future
revenue.
2. Adjusted diluted EPS is profit after tax, excluding share based payments
and associated social security costs, foreign exchange gains or losses and
transaction costs which are adjusted for their tax impact, divided by the
weighted average number of shares including potential Ordinary Shares as a
result of options and warrants.
3. Annual recurring revenue ('ARR') is defined as the annual value of
subscription contracts measured on the final day of a reporting period.
4. LTM Net Dollar Retention Rate is defined as the annual contract value of
all subscription renewals in the last twelve months divided by the annual
contract value of subscriptions expiring in the last twelve months. LTM Net
dollar retention includes the total value of subscriptions with existing
subscribing customers and includes any expansion of contract value with
existing subscribing customers through upsell, cross-sell, price expansion or
win back. Twelve months of data is used as nearly all subscriptions are twelve
months in duration, ensuring the appropriate alignment of renewal activities.
5. The total number of service reviews on Trustpilot's platform as at 31
December.
6. The current analyst consensus for FY26 constant currency revenue growth is
16%. Mean consensus adjusted EBITDA is $48.5 million. This is based on company
compiled consensus of 13 analysts, as published on 3 March 2026.
7. TrustBox impressions are the number of customer webpage loads with an
embedded TrustBox, but the consumer doesn't necessarily see the TrustBox.
8. Trust measured as the average monthly star rating of all active reviews
received on the Trustpilot company profile page in the year. This differs from
the TrustScore which is a lagging indicator.
9. Average annual contract value ('AACV') per customer defined as total annual
bookings for the year to 31 December 2025 divided by the total number of
subscribing customers at the period end.
Constant currency basis
Given the Group operates in multiple currencies, Trustpilot believes
illustrating period-to-period comparisons on a constant currency basis is
meaningful to see differences before the impact of currency fluctuations. The
Group's constant currency calculations are performed by applying the monthly
average exchange rates from the last month in the most recent period to prior
periods at the entity level. Further adjustment is made in the Danish entity,
Trustpilot A/S, to fix the transactional impact of GBP to DKK arising from
individual GBP transactions, mainly relating to sales to UK customers.
Analyst and investor call
Adrian Blair, CEO and Hanno Damm, CFO, will host an analyst and investor
briefing at 09:00 (GMT) today, 17 March 2026, at the London Stock Exchange.
The event will also be available via webcast
(https://sparklive.lseg.com/TRUSTPILOTGROUP/events/4e3ee369-ff77-4d3b-8824-6520fcdd1ebf/trustpilot-fy-2025-results-call)
and the presentation materials will be available on our website
(https://investors.trustpilot.com/results-centre) . A replay of the webcast
will be made available on the investor website after the event.
Future reporting
The Group will provide a trading update on 16 July 2026 and report 2026 half
year results on 15 September 2026.
Contacts
Trustpilot Group plc Headland Consultancy
Louise Bryant, Head of Investor Relations Stephen Malthouse
Priyal Soni, Investor Relations Rob Walker
investor.relations@trustpilot.com Charlie Pepper
Tel: +44 (0)78 1321 0809 trustpilot@headlandconsultancy.com
Tel: +44 (0)20 3805 4822
About Trustpilot
Trustpilot began in 2007 with a simple yet powerful idea that is more relevant
today than ever - to be the universal symbol of trust, bringing consumers and
businesses together through reviews. Trustpilot is open, independent, and
impartial - we help consumers make the right choices and businesses to build
trust, grow and improve.
Today, we have more than 361 million reviews with 160 billion annual Trustbox
impressions, and the numbers keep growing. We have more than 1,000 employees
and we're headquartered in Copenhagen, with operations in Amsterdam, Denver,
Edinburgh, Hamburg, London, Melbourne, Milan and New York.
Overview
We operate a subscription business model whereby we invest to drive bookings
growth, which provides good visibility over future revenue. Bookings are
recognised as revenue over the contract term, with contracts typically one
year in length. Retention of existing business is high with upsell
opportunities at renewal driving good net retention rates. New contracts are
added to this strong base business each year creating a compounding effect as
the business grows.
Bookings in 2025 increased to $291.4 million (2024: $239.0 million), up 18%
cc. Our LTM net dollar retention rate was 102%, compared to 103% a year ago,
reflecting both an improvement in our gross dollar retention rate to 87%
(2024: 85%) and the annualisation of the repackaging we did in 2024.
The Group delivered revenue of $261.1 million (2024: $210.7 million), up 20%
cc. Revenue growth was driven by a 16% cc increase in the average annual
contract value ('AACV') to $10,852 reflecting our focus on Enterprise
customers. The number of paying customers, net of churn, increased 2%
year-on-year to 27,362. In line with our Enterprise customer strategy,
customers paying us more than $20,000 grew 35%, whilst those paying less than
$10,000 declined 6%. We ended 2025 with annual recurring revenue ('ARR') of
$296.1 million (2024: $230.9 million), up 19% cc.
In the first half of the year we successfully launched new product features
globally, for both businesses and consumers. New features for businesses on
our bespoke Enterprise plan included Review follow-up and Visitor insights,
enabling businesses to gain more insights from their customers with additional
questions, and data on which other businesses they may be looking at on
Trustpilot. In September we formally launched our Data Solutions offering,
enabling businesses to buy access to all Trustpilot reviews via API as a
standalone product for the first time. This becomes ever more important in the
age of AI. For consumers, we introduced an AI-generated review summary and are
now showcasing the most relevant reviews at the top of the page making it
quicker and easier for consumers to make a more informed decision.
Adjusted EBITDA* was ahead of expectations at $40.7 million (2024: $24.1
million), with the adjusted EBITDA margin* increasing 4.2ppts to 15.6% as we
continue to drive operating leverage across the cost base, particularly in
technology and content costs. As a result, the Group delivered an operating
profit of $16.0 million versus $3.8 million reported for the same period last
year. Net profit was $7.8 million (2024: $6.2 million).
Cash generated from operations was $59.2 million (2024: $29.4 million).
Capital expenditure totalled $8.3 million, down from $9.6 million in the prior
year, with the prior year including the $2.1 million investment in the London
office refurbishment. We have delivered new product releases throughout the
year with major features released in April. Adjusted free cash flow* was $46.6
million (2024: $17.1 million). Cash and cash equivalents at 31 December 2025
was $47.6 million (2024: $68.9 million), after the $71.6 million share buyback
in the period.
Capital allocation
As previously outlined, our capital allocation strategy prioritises the
following:
• Driving organic top line growth through investment in the
business, including product innovation and people & culture;
• Flexibility to engage in targeted M&A;
• Returning excess capital to shareholders
Given our strong cash position and expectations for future cash generation, we
are committing to a further share buyback programme of up to £22.5 million
(c.$30 million at current exchange rates) and will provide a further up to
£7.5m in funding to our employee benefit trust, and will recommend that the
trust use these funds to purchase ordinary shares to satisfy future employee
share awards. This is conditional on compliance with all legal and regulatory
requirements.
*Alternative performance measures ('APMs') - further detail available in note
3 on page 28.
Regional performance
United Kingdom
$m FY25 FY24 (+/-) % actual (+/-) % constant currency
Bookings 115.7 97.1 19 % 16 %
Revenue 104.5 84.9 23 % 19 %
(Note: for presentation purposes, the Isle of Man, Jersey and Guernsey are
included within the UK.)
The UK is the most advanced of our regional markets with well-established
network effects supporting attractive unit economics. During the year, the UK
contributed 40% of Group bookings at $115.7 million, up by 16% cc. Revenue
grew to $104.5 million (2024: $84.9 million) an increase of 19% cc (+23%
reported). Net dollar retention in the UK continues to be above Group average
driven by brand strength and customer mix. As a result, contribution margin¹
improved to 65% (2024: 64%). Notable enterprise customer wins during the year
include Barclays, Sky, Boots and Samsung. We continue to see high brand
affinity in the UK, where Trustpilot is widely recognised as a standard for
business trust.
Europe and Rest of the World ('RoW')
$m FY25 FY24 (+/-) % actual (+/-) % constant currency
Bookings 113.5 90.3 26 % 20 %
Revenue 101.8 81.4 25 % 20 %
Europe and Rest of the World contributed 39% of total Group bookings, at
$113.5 million, up by 20% cc. Within this region, our focus markets of Germany
and Italy are growing fast with bookings growth well ahead of the Group
average and a particularly strong performance in enterprise with new customers
including Eneco, Total Energy and Canva. Revenue was $101.8 million (2024:
$81.4 million), up 20% cc (+25% reported). Net dollar retention rates are in
line with or better than the Group average in our focus markets, with slightly
lower rates across the rest of the world.
North America
$m FY25 FY24 (+/-) % actual (+/-) % constant currency
Bookings 62.2 51.6 21 % 21 %
Revenue 54.8 44.4 23 % 23 %
(Note: for presentation purposes, the USA and Canada are included within North
America.)
In North America, we continue to see strong momentum and the region delivered
bookings of $62.2 million, up by 21% cc. Revenue grew to $54.8 million (2024:
$44.4 million) an increase of 23% cc (+23% reported). Contribution margin¹ in
the region, whilst still below the Group average, improved 4 ppts to 38%. In
October we launched national Write A Review Week which led to a 28% increase
in reviews left on the platform that month. Overall brand awareness continues
to grow with a 38% increase in Trustbox impressions and this, combined with
growing business adoption, is fuelling the flywheel. We continue to win large
customers, including Wayfair, Liberty Mutual and Squarespace.
(¹ Contribution margin is revenue less cost of sales and sales and marketing
costs)
Strategic update
The digital economy is undergoing a fundamental shift. As AI-generated content
scales and agentic search redefines how we navigate a "zero-click internet",
knowing which businesses to trust online has become increasingly complex. In
this new reality, Trustpilot is uniquely positioned to serve as the universal
layer of authenticity-providing the independent, human signal increasingly
used by both people and AI models. As establishing credibility becomes the
defining challenge of modern commerce, Trustpilot provides the transparent
foundation that makes trust possible.
In 2025, we focused on the rigorous execution of our "Trustpilot Everywhere"
strategy, proving that our open model is not only resilient but essential
infrastructure for the future of search and building trust between businesses
and consumers.
For the year, we set out three clear priorities: establishing Trust in the age
of AI, driving Enterprise growth and placing product innovation at the heart
of our offering. We have successfully delivered against each of them:
• Trust in the age of AI: We saw a dramatic rise in Trustpilot
exposure via LLMs, with a 45% YoY increase in Google search impressions driven
by AI summaries. During the year our unique data set expanded to 361 million
active reviews (+20% YoY). This immense scale creates a formidable competitive
moat: the more data we host, the more valuable we become to consumers,
businesses and the AI models that increasingly rely on us for insight.
• Enterprise growth: We successfully evolved our value proposition
to meet the needs of large global brands. By launching tools that help
businesses control their reputation in AI search results, we unlocked a new
wave of Enterprise demand. This supported acceleration in H2, culminating in
18% cc bookings growth for the full year. Crucially, the number of customers
paying us more than $20k p.a. grew by 35%, successfully continuing the
business mix shift to larger, stickier customers and validating our focus on
this high-value segment.
• Product innovation: We placed innovation at the core of our
offering with a continued focus on new products and features for both
businesses and consumers, including the launch of our new Data Solutions
product. With the arrival of our new Chief Product Officer in March 2025, we
now have a multi-year strategic product roadmap to sustain this pace of
innovation.
This focused execution has accelerated our growth flywheel. As consumer
engagement grows and our data set scales, it drives business adoption which
results in a natural increase in claimed profiles and paid subscriptions. A
powerful demonstration of this was our inaugural 'Write a Review Week'
campaign in the US in October 2025. By strategically galvanising both sides of
our platform, we achieved our highest ever US traffic week with a 63% YoY
increase in unique visitors, while businesses sent a record 22 million review
invitations (+68% YoY).
As a result of this strategic execution, profitability significantly improved.
By embedding AI across our own internal operations, particularly enhancing
content integrity and customer support, we achieved significant cost
efficiencies. This rigorous discipline delivered an adjusted EBITDA margin of
15.6%, a 4.2 ppt improvement YoY.
Looking ahead to 2026, our strategic focus is to sustain this momentum by
driving deeper penetration across our focus markets, and deepening the impact
of AI in internal operations. As a result, and alongside our existing top-line
guidance of at least mid-teens growth on an annual basis, we now expect to
reach 25% adjusted EBITDA margins* by 2028 and 30% by 2030.
Trust and transparency
Trustpilot is an open, independent and impartial platform to build trust
between consumers and businesses. We believe openness is the only way to
capture a true picture of business performance.
However, openness requires vigilance. In 2025, we continued to invest in our
Trust function, deploying our most sophisticated fraud detection
infrastructure to date. We rolled out new AI-driven models to enhance the
detection of content that does not align with our guidelines, continuously
improving our ability to spot patterns based on hundreds of metadata points
for every review.
We maintain a strict, zero-tolerance approach to platform manipulation. In
total, we removed 7.8 million fake reviews during the year, with 91% of these
reviews identified and removed automatically. Our fake review detection is
more and more effective, particularly with the ability to leverage AI to look
for patterns in the metadata that describes each review. However,
simultaneously the risk landscape is evolving and we, along with the wider
industry, are constantly innovating to keep the platform secure. We apply
the exact same rigorous moderation standards and guidelines equally to all
businesses, regardless of whether they are free or paying customers.
Complementing our automated systems, we significantly scaled up enforcement
actions against businesses who violate our guidelines, including issuing
consumer warnings for regulatory alerts. We are continuously focused on
advancing our detection capabilities, investing in the advanced tools and
expertise to ensure our defences rapidly adapt to identify and neutralise
emerging fraudulent tactics.
The global regulatory landscape surrounding online authenticity grew
increasingly complex in 2025, a dynamic that strongly reinforces our
commercial proposition. As lawmakers introduce stricter rules, businesses
increasingly require a robust, compliant partner. In the UK, the Competition
and Markets Authority (CMA) has moved firmly into its enforcement phase under
the new Digital Markets, Competition and Consumers Act ('DMCCA'), conducting
compliance sweeps of businesses. In the US, the Federal Trade Commission (FTC)
has begun active enforcement of its new rule on consumer reviews.
In Europe, we continue to navigate a period of regulatory fragmentation as
national-level laws emerge. Alongside this, we are actively contributing to
the forthcoming EU Digital Fairness Act and the broader EU Digital Fitness
Check to help shape a constructive legislative framework. We aim to be the
universal symbol of trust by maintaining uncompromising integrity. We work
with governments and regulators to champion consumer interests and ensure the
long-term positive impact of our platform.
As previously outlined in our FY25 Trading Update, we recently received a
draft "Statement of Objections" from the Italian competition authority (AGCM)
in relation to an alleged breach of the Italian Consumer Code. We have
submitted a robust response and expect the process to conclude by the end of
March 2026. We do not anticipate any outcome to have a material impact on the
Group's operations. Italy represents less than 5% of Group revenue. Further
details on the likelihood and possible range of outcomes can be found in note
12.
Product development
During 2025 we shifted our product focus from incremental improvements to
high-value innovation. Following the arrival of our new Chief Product Officer
in March 2025, we established a multi-year strategic product roadmap designed
to drive retention, new business and upsell on one side of our marketplace and
increased consumer engagement on the other.
In the first half of the year, we delivered significant enhancements for both
businesses and consumers. For our B2B customers, our April "Gold Release"
introduced a suite of powerful new subscription tools including Analytics
Explorer, Review Highlights and Visitor Insights. These features empower large
brands to capture more detailed feedback, extract-high value analytics on
consumer behaviour and benchmark competitively. Simultaneously, we elevated
the consumer experience by deploying AI-driven upgrades to our company profile
pages. This included AI-powered review summaries and intelligent semantic
search.
Beyond our core subscription plans, we are expanding our commercial footprint
and formalising our data monetisation strategy with the launch of Data
Solutions. This API-first solution unlocks access to our proprietary dataset
of reviews, opening up new commercial use cases and relationships with
customer types outside of our traditional core, such as investment firms and
consultancies.
Crucially, our product architecture is now positioned for the agentic future.
As LLMs increasingly rely on domain authority and authentic verification
Trustpilot is informing AI search responses ensuring agents are providing
trustworthy information to users. Furthermore, we are seeing that consumers
clicking through to our platform from these new AI interfaces arrive with a
high-intent purchasing mindset, transforming the traditional discovery journey
and adding immense value for our business customers.
Looking ahead to 2026, our product roadmap is focused on both deepening
Enterprise value and widening our customer base.
Current trading and outlook
Following another year of strong bookings growth in 2025, we expect high-teens
revenue growth at constant currency in 2026. Alongside this revenue growth, we
expect to deliver a 2-3ppts increase in our adjusted EBITDA margin*.
Over the medium term, we remain confident in delivering sustainable revenue
growth of at least mid-teens constant currency each year, and given the
opportunity AI offers our business, we now expect to reach 25% adjusted EBITDA
margin* by 2028.
( )
Adrian Blair
Chief Executive Officer, Trustpilot Group plc
16 March 2026
*Alternative performance measure ('APMs') - further detail available in note 3
on page 28.
( )
( )
Financial Review
Summary profit and loss account
$m FY25 FY24
Revenue 261.1 210.7
Cost of sales (45.2) (39.1)
Gross profit 215.9 171.6
Sales and marketing (71.5) (57.2)
Technology and content (67.8) (58.0)
General and administrative, impairment on trade receivables and other (60.6) (52.6)
Operating profit 16.0 3.8
Net finance (expenses)/income (1.9) 1.4
Profit before tax 14.1 5.2
Income tax (charge)/credit (6.3) 1.0
Profit for the year 7.8 6.2
Cost of sales
Cost of sales includes network operating costs as well as the costs incurred
to onboard, support, retain and upsell to customers. These costs amounted to
$45.2 million (2024: $39.1 million). As a proportion of revenue, cost of sales
decreased slightly to 17.3% (2024: 18.6%) as a result of more normalised sales
commission following outperformance in North America last year. These
exceptional payments have reverted to more normal levels following changes to
commission targets. As a result, the gross margin improved to 82.7% (2024:
81.4%).
Sales and marketing
Sales and marketing costs were $71.5 million (2024: $57.2 million)
representing 27.4% of revenue, in line with 2024 as we continue to invest in
our sales teams to drive growth. During the period the net effect of
capitalised sales commissions was a $2.2m benefit (2024: $3.1m benefit) to the
profit and loss account.
Technology and content costs
Technology and content costs grew to $67.8 million (2024: $58.0 million) or
26.0% of revenue (2024: 27.5%). On an adjusted basis, excluding depreciation,
amortisation and impairment, costs were 23.6% of revenue (2024: 25.3%). The
relative reduction was driven by efficiency gains in software and support
which grew more slowly than revenue, particularly in content integrity. The
content integrity team delivered significant cost efficiencies by reviewing
suppliers which, combined with higher usage of AI, has simplified processes,
achieved more accurate outcomes, and reduced resolution times. People costs
grew in line with revenue as we continue to invest in our capabilities. The
net effect of capitalisation of product development labour costs was a $1.9
million benefit (2024: $2.3 million benefit).
General and administrative costs
General and administrative expenses were $59.0 million (2024: $50.0 million),
up $9.0 million in absolute terms including share-based payments, a slight
decrease as a proportion of revenue to 22.6% (2024: 23.8%). On an adjusted
basis, excluding share-based payments, depreciation, amortisation and
impairment, costs were 15.5% of revenue, down from 16.2% last year. We
delivered good cost control and despite annualising the senior hires made in
2024, we continue to deliver operating leverage.
Impairment losses on trade receivables
Impairment losses on trade receivables were $2.1 million in the year, down
from $2.7 million in 2024. In 2024 we wrote off aged receivables from the
Covid period which had previously been considered recoverable. As a proportion
of revenue, the impairment losses accounted for 0.8%, down from 1.3% in the
same period last year.
Tax and net profit
Operating profit grew to $16.0 million versus $3.8 million reported for the
same period last year. Net finance expense in the year was $1.9 million (2024:
income of $1.4 million), mainly driven by unrealised exchange rate losses as a
result of the impact of the devaluation of the US dollar on US dollar
denominated cash balances held in non-US entities. Profit before tax increased
171.9% to $14.1 million. Net profit was $7.8 million (2024: $6.2 million) with
the prior year benefiting from a $1.1 million income tax credit relating to an
increase in deferred tax assets as a result of the expectation to utilise tax
losses in the UK entities as they turned profitable. As a result, the income
statement reflects a tax charge for the UK and Danish entities in the year.
Deferred tax assets have yet to be recognised in relation to the US entity.
Reconciliation of adjusted EBITDA*
$m other than per cent FY25 FY24
Operating profit 16.0 3.8
Depreciation, amortisation and impairment 12.2 10.9
Transaction costs - 0.1
Net gain on disposal of leases - (0.2)
Share-based payments, including associated social security costs 12.5 9.5
Adjusted EBITDA 40.7 24.1
Adjusted EBITDA margin (per cent) 15.6 11.4
Adjusted EBITDA* was ahead of expectations at $40.7 million (2024: $24.1
million), with the adjusted EBITDA margin* increasing 4.2ppts to 15.6% as we
improved operating leverage, particularly in technology and content expenses.
Share-based payments amounted to $12.5 million, up from $9.6 million in the
same period last year. This is mostly related to charges on new awards. Whilst
the charge to the statement of profit or loss was materially higher, total
diluted share count (defined as the closing number of ordinary shares issued,
plus the total number of outstanding share options and unvested share awards
at the end of the period) was 431.0 million, down 4.1% from prior year (2024:
449.5 million), following the purchase of 25.6 million shares (6.2% of issued
share capital) through the share buyback.
The share-based payments include a non-cash IFRS charge of $12.2 million
(2024: $7.4 million) and an associated social security charge of $0.3 million
(2024: $2.1 million). Non-recurring costs in FY24 related to costs incurred in
the execution of the first share buyback programme and the capital reduction.
The definition of adjusted EBITDA* also includes restructuring costs and lease
disposal and termination costs of which there were none in 2024 or 2025.
Reconciliation of adjusted diluted earnings per share (EPS)
Adjusted diluted EPS* is defined as profit after tax, excluding share-based
payments and associated social security costs, foreign exchange gains or
losses and non-recurring costs which are adjusted for their tax impact,
divided by the weighted average number of shares including potential ordinary
shares as a result of share options, conditional and deferred share awards.
Management uses adjusted diluted EPS to demonstrate value to shareholders over
time, taking account of any dilution from options and warrants and the impact
of share buybacks. Due to the significant levels of USD cash and intercompany
held in our Danish entity, management believes it to be most appropriate to
report adjusted EPS* excluding the impact of unrealised foreign exchange gains
and losses that arise in the period, as including them could distort a user's
understanding of the performance in the period.
$m except where stated FY25 FY24
Profit for the period 7.8 6.2
Share-based payments, including associated social security costs 12.5 9.5
Foreign exchange losses/(gains) 1.7 (0.3)
Non-recurring costs 0.0 0.1
Tax impact (1.2) (2.0)
20.8 13.5
Weighted average number of shares and potential ordinary shares used as the 433.7 442.2
denominator in calculating diluted earnings per share (million)
Adjusted diluted EPS * (cents) 4.8 3.1
Cash flow
Net cash inflow from operating activities in 2025 was $59.2 million (2024:
$29.4 million), driven by the increase in profit and an improvement in working
capital as we encouraged customers to make annual, rather than monthly,
payments.
Capital expenditure was $8.3 million, down from $9.6 million last year which
included $2.8 million of non-recurring spend related to office refurbishments.
Capital expenditure primarily relates to product development which totalled
$7.7 million in the year (2024: $6.8 million) as a result of continued
investment in product and technology. This was up from the prior year but
declined as a proportion of revenue from 3.2% to 3.0%. Principal lease
payments decreased to $4.3 million (2024: $4.5 million) following a rent-free
period for our office space in London, partially offset by the opening of our
office in Hamburg. The resulting adjusted free cash flow* was $46.6 million
(2024: $17.1 million) driven by improved profitability and better working
capital as a result of shifting new customers towards annual payments.
During the period we completed the buybacks announced in September 2024 and
March 2025, and announced a further £30 million buyback in September 2025.
Combined, we have returned $71.6 million to shareholders through share
buybacks during the year. Cash inflow from share issues relating to employee
share schemes in the period was $1.0 million (2024: $5.4 million).
The resulting net cash outflow for the period was $24.4 million (2024: $21.0
million outflow). At 31 December 2025 the cash and cash equivalents position
was $47.6 million (2024: $68.9 million).
Reconciliation of adjusted free cash flow* and adjusted diluted free cash flow
per share*
Adjusted free cash flow* is defined as net cash flow from operating
activities, adjusted for non-recurring costs, restructuring costs, capital
expenditure, principal lease payments and lease incentives received.
Adjusted diluted free cash flow per share* is defined as adjusted free cash
flow (defined above) divided by the weighted average number of shares
including potential ordinary shares as a result of share options, conditional
and deferred share awards. The Group and management use adjusted diluted free
cash flow per share* to demonstrate value to shareholders over time.
$m except where stated FY25 FY24
Net cash inflow from operating activities 59.2 29.4
Non-recurring costs 0.0 0.1
Capital expenditure¹ (8.3) (9.6)
Principal elements of lease payments (4.3) (2.8)
Adjusted free cash flow* 46.6 17.1
Weighted average number of shares and potential ordinary shares used as the 433.7 442.2
denominator in calculating diluted earnings per share (million)
Adjusted diluted free cash flow per share* (cents) 10.7 3.9
1. Capital expenditure consists of purchase of property, plant and equipment
and payments for intangible assets development.
Balance sheet
Intangible assets increased $3.1 million reflecting the net capitalisation of
development spend of $1.9 million and the impact of foreign exchange
translation. Contract liabilities increased by $21.1 million driven by new
business and a shift towards annual payments by new customers.
After the $71.6 million share buyback in the year, the accumulated losses and
share purchases to satisfy future share awards, total equity on the balance
sheet was negative $6.7 million (2024: positive equity of $41.4 million). The
Group has a net cash position at the 31 December 2025 of $47.6 million
(2024:.$68.9 million).
Foreign exchange
The Group does not hedge foreign currency profit and loss translation
exposures and the statutory results are therefore impacted by movements in
exchange rates. This is more prevalent at the revenue level as there is a
natural currency hedge with geographic matching of revenue and costs. The use
of constant currency translation illustrates underlying activity by
neutralising the impact of currency fluctuations.
Capital allocation
As previously outlined, our capital allocation strategy prioritises the
following:
• Continuing to invest in organic top-line growth, including
innovation and our people and culture
• Flexibility to engage in targeted M&A
• Returning excess capital to shareholders
Given our strong cash position and expectations for future cash generation,
today we are announcing an additional share purchase programme of up to £30
million (c.$40 million at current exchange rates), of which £7.5 million will
be used to purchase shares into the employee benefit trust to satisfy future
performance awards. This is conditional on compliance with all legal and
regulatory requirements.
Related party transactions
During 2025 and 2024, there were no material transactions with related
parties. Please see note 9.
Contingent liabilities
The Group is currently subject to an investigation by the Italian Competition
Authority (AGCM) into an alleged breach of the Italian Consumer Code. The AGCM
has the power to impose an administrative fine ranging from a minimum of €5
thousand to a maximum of €10 million.
At the date of approval of these financial statements, the Group has been
advised the occurrence of a financial outflow is probable; however, until a
final decision is issued by the AGCM, a reliable estimate of the specific
penalty cannot be determined. Accordingly, no provision has been recognised in
these financial statements. Further detail on the judgement applied in
reaching this conclusion is set out in note 2. The investigation is expected
to conclude by the end of March 2026 and any resulting outcome is not
anticipated to have a significant impact on the Group's operations.
Going concern
The Group reported a profit after tax of $7.8 million in 2025 compared with a
profit after tax of $6.2 million in 2024. The Group has cash and cash
equivalents of $47.6 million as of 31 December 2025 compared with a balance of
$68.9 million as of 31 December 2024. The Group has access to an undrawn
revolving credit facility of up to $30 million expiring in October 2027, but
the Group is not in any way reliant on this facility. The Group has sufficient
liquidity to manage its net current liabilities. The Group has not breached
any associated covenants and does not forecast a breach in future periods.
Management has performed a going concern assessment for the Group by preparing
monthly cash flows for an 18-month period and sensitising for what the
Directors consider to be a severe but plausible scenario.
Based on the assessment, the Directors have a reasonable expectation that the
Group has adequate resources to continue to operate for 18 months from the
date of approval of the financial statements. As a result, the Directors
consider it appropriate for the Group to continue to adopt the going concern
basis in the preparation of the financial statements.
Hanno Damm
Chief Financial Officer, Trustpilot Group plc
16 March 2026
Consolidated statement of profit or loss
FY25 FY24
Note $ '000 $ '000
Revenue 4 261,050 210,751
Cost of sales (45,182) (39,118)
Gross profit 215,868 171,633
Sales and marketing (71,512) (57,224)
Technology and content (67,772) (57,999)
General and administrative (58,969) (50,066)
Impairment losses on trade receivables (2,140) (2,674)
Other operating income 504 136
Operating profit 15,979 3,806
Finance income 6 1,850 3,493
Finance expenses 6 (3,738) (2,117)
Profit before tax 14,091 5,182
Income tax (charge)/credit for the year 7 (6,333) 1,052
Profit for the year 7,758 6,234
Earnings per share (cents)
Basic earnings per share 8 1.9 1.5
Diluted earnings per share 8 1.8 1.4
Consolidated statement of comprehensive income
FY25 FY24
$ '000 $ '000
Profit for the year 7,758 6,234
Other comprehensive income/(expense)
Items that may be subsequently reclassified to profit or loss
Exchange rate differences on translation of foreign operations 2,982 (1,084)
Tax credit on exchange losses relating to net investment in foreign operations 2,645 -
Other comprehensive income/(expense) for the year, net of tax 5,627 (1,084)
Total comprehensive income for the year 13,385 5,150
Consolidated balance sheet
As at
31 December 31 December
Note 2025 2024
$ '000 $ '000
Intangible assets 12,201 9,095
Property, plant and equipment 2,899 3,465
Right-of-use assets 14,161 16,905
Deferred tax assets 7 18,684 20,114
Deposits and other receivables 2,466 2,503
Total non-current assets 50,411 52,082
Trade receivables 13,699 12,052
Contract acquisition costs 9,566 6,835
Income tax receivables 369 -
Prepayments 4,960 3,842
Deposits and other receivables 878 768
Cash and cash equivalents 47,625 68,942
Total current assets 77,097 92,439
Total assets 127,508 144,521
Equity and liabilities
Share capital 10 5,309 5,182
Share premium 10 1,802 799
Capital redemption reserve 10 560 201
Shares held by employee benefit trust (1,893) -
Foreign currency translation reserve 9,976 4,827
Merger reserve 148,854 148,854
Accumulated losses (171,338) (118,476)
Total equity (6,730) 41,387
Lease liabilities 12,633 16,267
Provisions 640 565
Other payables 3,505 2,891
Total non-current liabilities 16,778 19,723
Lease liabilities 5,498 3,838
Provisions 391 346
Income tax payables 1,070 991
Contract liabilities 62,427 41,345
Other payables 44,579 33,270
Trade payables 3,495 3,621
Total current liabilities 117,460 83,411
Total liabilities 134,238 103,134
Total equity and liabilities 127,508 144,521
The consolidated financial statements on pages 16 to 44 were approved and
authorised for issue by the Board of Directors and signed on its behalf by:
Adrian Blair
Hanno Damm
Chief Executive Officer
Chief Financial Officer
16 March 2026
16 March 2026
Registered number: 13184807
Consolidated statement of changes in equity
Note Share capital Share premium Capital redemption reserve Shares held by employee benefit trust Foreign Merger reserve Accumulated losses Total
currency translation reserve²
$ '000 $ '000 $ '000 $ '000 $ '000 $ '000 $ '000 $ '000
As at 1 January 2025 5,182 799 201 - 4,827 148,854 (118,476) 41,387
Profit for the year - - - - - - 7,758 7,758
Other comprehensive income for the year, net of tax - - - - 5,627 - - 5,627
Total comprehensive income for the year - - - - 5,627 - 7,758 13,385
Transactions with owners
Employee share scheme issues 10 82 916 - - - - - 998
Share buyback programme and cancellation of shares¹ 10 (339) - 339 - - - (71,626) (71,626)
Purchase of own shares by employee benefit trust¹ - - - (1,880) - - - (1,880)
Share-based payments 5 - - - - - - 12,153 12,153
Share-based payments - related tax 7 - - - - - - (1,147) (1,147)
Exchange adjustments³ 10 384 87 20 (13) (478) - - -
Total transactions with owners 127 1,003 359 (1,893) (478) - (60,620) (61,502)
As at 31 December 2025 5,309 1,802 560 (1,893) 9,976 148,854 (171,338) (6,730)
1. 848,667 (FY24: nil) treasury shares are held as at 31 December 2025
relating to shares repurchased under the Group's share buyback programmes
awaiting cancellation and shares held by the Group's employee benefit trust.
2. Foreign currency translation reserve includes $5,344 thousand as at
31 December 2025 relating to exchange differences arising on translation of
equity reserves.
3. Exchange adjustments relate to share capital, share premium,
capital redemption reserve and shares held by employee benefit trust.
Consolidated statement of changes in equity continued
Note Share capital Share premium Capital redemption reserve Foreign Merger reserve Accumulated losses Total
currency translation reserve(5)
$ '000 $ '000 $'000 $ '000 $ '000 $ '000 $ '000
As at 1 January 2024 5,338 68,790 - 5,795 148,854 (165,664) 63,113
Profit for the year - - - - - 6,234 6,234
Other comprehensive expense for the year, net of tax - - - (1,084) - - (1,084)
Total comprehensive income for the year - - - (1,084) - 6,234 5,150
Transactions with owners
Employee share scheme issues 10 124 5,290 - - - - 5,414
Capital reduction 10 - (73,244) - - - 73,244 -
Capital reduction - transaction costs 10 - - - - - (172) (172)
Share buyback programme and cancellation of shares¹ 10 (204) - 204 - - (43,249) (43,249)
Share-based payments 5 - - - - - 7,403 7,403
Share-based payments - related tax 7 - - - - - 3,728 3,728
Exchange adjustments(5) 10 (76) (37) (3) 116 - - -
Total transactions with owners (156) (67,991) 201 116 - 40,954 (26,876)
As at 31 December 2024 5,182 799 201 4,827 148,854 (118,476) 41,387
4. Foreign currency translation reserve includes $5,822 thousand as at
31 December 2024 relating to exchange differences arising on translation of
equity reserves.
5. Exchange adjustments relate to share capital, share premium and
capital redemption reserve.
4.
Consolidated statement of cash flows
Note FY25 FY24
$ '000 $ '000
Profit for the year 7,758 6,234
Adjustments to operating cash flows 11 32,562 15,636
Changes in net working capital 11 21,012 10,042
Interest received(1) 6 1,850 3,180
Interest paid 6 (1,965) (2,117)
Income tax paid (2,011) (3,615)
Net cash inflow from operating activities 59,206 29,360
Payments for intangible assets development (7,749) (6,792)
Purchase of property, plant and equipment (590) (2,831)
Net cash outflow from investing activities (8,339) (9,623)
Principal elements of lease payments (4,315) (4,457)
Lease incentives received - 1,699
Proceeds from share issue 10 998 5,414
Capital reduction - transaction costs 10 - (172)
Purchase of own shares by employee benefit trust (372) -
Share buyback programmes(2) 10 (71,626) (43,249)
Net cash outflow from financing activities (75,315) (40,765)
Net cash flow for the year (24,448) (21,028)
Cash and cash equivalents at the beginning of the year 68,942 91,464
Effects of exchange rate changes on cash and cash equivalents 3,131 (1,494)
Cash and cash equivalents at the end of the year 47,625 68,942
1. Interest received includes interest income of $275 thousand (FY24: $348
thousand) and other similar income of $1,575 thousand (FY24: $2,832 thousand),
refer to note 6.
2. Costs related to the share buyback programmes include share repurchases
totalling $71,078 thousand (£53,798 thousand) (FY24: $42,920 thousand,
£33,524 thousand) and associated transaction costs of $548 thousand (£414
thousand) (FY24: $329 thousand, £258 thousand). For further details on the
share buyback programme please see note 10.
Notes to the Accounts
1. General Information and basis of the preparation
Trustpilot Group plc (the 'Company') is a public company limited by shares,
incorporated on 8 February 2021 in the United Kingdom and registered in
England & Wales with company number 13184807, and having its registered
office at 5th Floor, The Minster Building, 21 Mincing Lane, London EC3R 7AG,
United Kingdom.
The activity of the Company and its subsidiaries (together, the 'Group')
consists of developing and hosting an online review platform that helps
consumers make purchasing decisions and businesses showcase and improve their
service. Revenue is generated from selling subscriptions to advanced review
management, automation, and analytics and marketing tools.
The annual financial information presented in this preliminary announcement
does not constitute the Company's statutory accounts for the years ended 31
December 2025 or 2024 but is based on, and consistent with, that in the
audited financial statements for the year ended 31 December 2025, and those
financial statements will be delivered to the Registrar of Companies following
the Company's Annual General Meeting. Statutory financial statements for the
year ended 31 December 2024 have been delivered to the Registrar of Companies,
the auditors reported on those financial statements; their report was
unmodified and did not contain a statement under either Section 498(2) or
Section 498(3) of the Companies Act 2006.
The preliminary financial report for the year ended 31 December 2025 follows
the same accounting policies as the 2024 Annual Report.
(https://assets.ctfassets.net/dbztug920vik/7d7Wu45Korljg0eSo067KB/2c8436e587789e220b50cb77faeb0b47/Trustpilot_Annual_Report_2023.pdf)
This preliminary financial report does not include all of the notes of the
type normally included in an annual financial report and should therefore be
read in conjunction with the Trustpilot Group plc 2024 Annual Report
(https://assets.ctfassets.net/dbztug920vik/7d7Wu45Korljg0eSo067KB/2c8436e587789e220b50cb77faeb0b47/Trustpilot_Annual_Report_2023.pdf)
.
Basis of preparation of the financial statements
The consolidated financial statements of the Group have been prepared in
accordance with UK-adopted International Accounting Standards ('IFRS') and
with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The consolidated financial statements have been prepared on the going concern
basis and under the historical cost convention, except for money market funds
that have been measured at fair value through profit or loss.
The consolidated financial statements are presented in US Dollars ('USD'). All
amounts have been rounded to the nearest thousand, unless otherwise indicated.
Where a balance is zero, this is stated as nil.
The consolidated financial statements are not materially impacted by
seasonality due to revenue recognition amortisation over subscription term.
Basis of consolidation
The consolidated financial statements include the parent company, Trustpilot
Group plc, and its subsidiaries. Subsidiaries are all entities over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred
asset.
The Group established an employee benefit trust (EBT) during the year, which
is considered to be controlled by the Group in accordance with IFRS 10
'Consolidated Financial Statements', as the Group is exposed to variable
returns from its activities and has the ability to direct those activities,
and is therefore fully consolidated. Transactions and balances between the EBT
and other Group companies are eliminated on consolidation.
Going concern
The directors of the Company (the "Directors"), in their detailed
consideration of going concern, have performed a going concern assessment for
the Group by preparing monthly cash flows for an 18-month period and then
sensitising for what the Directors consider to be the most severe but
plausible scenario that could arise. The assessment was tied to specific risks
identified in the principal risk and uncertainty section including 'commitment
to trust and transparency', 'misuse of platform', 'changing and varied
regulatory landscape', 'litigation and disputes' and 'macro economic
environment'.
As at 31 December 2025, the Group has a cash and cash equivalents balance of
$47,625 thousand (FY24: $68,942 thousand) with zero debt on the balance sheet.
In addition to cash on the balance sheet, the Group has access to a currently
undrawn revolving credit facility for up to $30,000 thousand (FY24:
$30,000 thousand), available in multiple currencies, which has been
considered as part of headroom when considering going concern. The revolving
credit facility expires in October 2027; it remains subject to balance sheet
covenants, which are forecast to be met under all modelled scenarios. The
Group has sufficient liquidity to manage its net liabilities and net current
liabilities.
Additionally, the Directors have evaluated the impact of a reverse stress test
over a three-year period designed to illustrate what would need to happen for
the Group to exhaust its liquidity.
Having considered the severe but plausible downside scenario, the Directors
are satisfied the Group has sufficient cash headroom and as such have a
reasonable expectation that the Group has adequate resources to continue to
operate for at least 18 months from the date of signing these financial
statements. As a result, they continue to adopt the going concern basis in
preparing the consolidated financial statements.
New standards and interpretations
(a) New and revised IFRS Standards in issue but not yet effective
Certain new accounting standards and amendments to accounting standards have
been published that are not mandatory for 31 December 2025 reporting periods
and have not been early adopted by the Group. The Group's assessment of the
impact of these new standards and amendments is set out below:
Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or
after 1 January 2026) - On 30 May 2024, the IASB issued targeted amendments to
IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to
include new requirements not only for financial institutions but also for
corporate entities. These amendments:
• clarify the date of recognition and derecognition of some
financial assets and liabilities, with a new exception for some financial
liabilities settled through an electronic cash transfer system;
• clarify and add further guidance for assessing whether a
financial asset meets the solely payments of principal and interest (SPPI)
criterion;
• add new disclosures for certain instruments with contractual
terms that can change cash flows (such as some financial instruments with
features linked to the achievement of environmental, social and governance
targets); and
• update the disclosures for equity instruments designated at fair
value through other comprehensive income (FVOCI).
The amendments are not expected to have a material impact on the Group's
consolidated financial statements.
Annual improvements to IFRS - Volume 11 (effective for annual periods
beginning on or after 1 January 2026) - Issued in July 2024, Annual
improvements are limited to changes that either clarify the wording in an
Accounting Standard or correct relatively minor unintended consequences,
oversights or conflicts between the requirements in the Accounting Standards.
These amendments are to the following standards:
• IFRS 1 First-time Adoption of International Financial Reporting
Standards.
• IFRS 7 Financial Instruments: Disclosures and its accompanying
Guidance on implementing IFRS 7.
• IFRS 9 Financial Instruments.
• IFRS 10 Consolidated Financial Statements; and
• IAS 7 Statement of Cash Flows.
The amendments are not expected to have a material impact on the Group's
consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for
annual periods beginning on or after 1 January 2027) - IFRS 18 will replace
IAS 1 Presentation of financial statements, introducing new requirements that
will help to achieve comparability of the financial performance of similar
entities and provide more relevant information and transparency to users. Even
though IFRS 18 will not impact the recognition or measurement of items in the
financial statements, its impacts on presentation and disclosure are expected
to be pervasive, in particular those related to the statement of profit or
loss and providing management-defined performance measures within the
financial statements.
The Group continues to assess the impact the amendments will have on the
Group's consolidated financial statements. To date, the following potential
impacts have been identified:
• Although the adoption of IFRS 18 will have no impact on the
Group's net profit, the Group expects that grouping items of income and
expenses in the statement of profit or loss into the new categories will
impact how operating profit is calculated and reported. The following item
will impact operating profit:
- Foreign exchange differences currently aggregated in finance
income and/or finance expenses will need to be disaggregated, with foreign
exchange gains or losses arising from working capital and intercompany loans
presented above operating profit.
• The line items presented on the primary financial statements
might change as a result of the application of the concept of 'useful
structured summary' and the enhanced principles on aggregation and
disaggregation. The Group does not expect there to be a significant change in
the information that is currently disclosed in the notes because the
requirement to disclose material information remains unchanged; however, the
way in which the information is grouped might change as a result of the
aggregation/disaggregation principles. In addition, there will be significant
new disclosures required for:
- management-defined performance measures;
- a breakdown of the nature of expenses for line items presented by
function in the operating category of the statement of profit or loss - this
breakdown is only required for certain nature expenses; and
- for the first annual period of application of IFRS 18, a
reconciliation for each line item in the statement of profit or loss between
the restated amounts presented by applying IFRS 18 and the amounts previously
presented applying IAS 1.
• From a statement of cash flows perspective, the starting point
for calculating cash flows from operating activities will change to operating
profit. Additionally, there will be changes to how interest received and
interest paid are presented. Interest paid will be presented as financing cash
flows and interest received as investing cash flows, which is a change from
current presentation as part of operating cash flows.
The Group will apply the new standard from its mandatory effective date of 1
January 2027. Retrospective application is required, and so the comparative
information for the financial year ending 31 December 2026 will be restated in
accordance with IFRS 18.
Climate-related risks
In preparing the consolidated financial statements, the Directors have
considered the impact of climate change, specifically the risks identified in
the Task Force on Climate-related Financial Disclosures (TCFD) section of the
Strategic Report. As a digital business, the Group has identified its primary
greenhouse gas (GHG) emission exposure within its value chain (Scope 3),
specifically relating to supplier arrangements, marketing activities, capital
goods procurement, employee commuting, and business travel. Climate-related
factors are not expected to have a material impact on the Group's short-term
or medium-term cash flows. This assessment includes the projections used for
going concern and viability, the carrying value of non-current assets, and the
recoverability of deferred tax assets.
Financial instruments
There are no changes in the business or economic circumstances that affect the
fair value of the Group's financial assets and liabilities. There are no
transfers between levels of the fair value hierarchy used in measuring the
fair value of financial instruments. The Group does not hold any level three
financial instruments. There are no changes in the classification of financial
assets as a result of a change in the purpose or use of those assets.
2. Critical accounting estimates and judgements
The preparation of financial statements requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Group's accounting
policies.
The judgements, estimates as well as the related assumptions made are based on
historical experience and other factors that management considers to be
reliable, but which by their very nature are associated with uncertainty and
unpredictability. Actual results may differ from these estimates.
The significant accounting estimates and judgements at the balance sheet date,
that have a significant risk of causing material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are
summarised below:
2.1 Significant accounting estimates
Significant accounting estimates are expectations of the future based on
assumptions, that to the extent possible are supported by historical trends or
reasonable expectations. The assumptions may change to adapt to the market
conditions and changes in economic factors etc. The Group believes that the
estimates are the most likely outcome of future events.
Incremental cost of obtaining customers' contracts
The Group recognised $9,566 thousand (FY24: $6,835 thousand) incremental
costs of obtaining contracts with customers. The incremental costs of
obtaining a contract relate to sales commission paid to employees and are
recognised as contract assets at the time of signing contracts with customers.
The capitalised costs of obtaining a contract are amortised on a straight-line
basis over the period of the customer life, typically three years.
If the amortisation period was changed to two years, closing contract
acquisition costs would decrease by $3,071 thousand (FY24: $1,610 thousand).
If the amortisation period was changed to five years, closing contract
acquisition costs would increase by $3,330 thousand (FY24: $1,288 thousand).
Amortisation of cost to obtaining contracts is reported within sales and
marketing.
Recognition of deferred tax assets
As at 31 December 2025, the Group has recognised deferred tax assets of
$18,684 thousand with a gross tax value of $77,909 thousand (FY24: tax assets
of $20,114 thousand with a gross tax value of $83,441 thousand) predominantly
in respect of Trustpilot A/S, Trustpilot Ltd and Trustpilot Group plc, and
unrecognised tax assets of $27,086 thousand with a gross tax value of $103,958
thousand (FY24: $23,040 thousand - gross tax value over $109,710 thousand)
predominantly in respect of Trustpilot, Inc. that relates to tax loss
carry-forward amounts. Trustpilot A/S and the US and UK subsidiaries have
incurred the losses over the previous years as a consequence of expanding the
Group and its operations.
Of the $98,986 thousand unrecognised gross tax value relating to tax losses,
$57,782 thousand (FY24: $58,559 thousand) relates to tax losses that can be
carried forward indefinitely with no expiration date, and $41,204 thousand
(FY24: $41,204 thousand) relates to tax losses that are subject to a finite
utilisation period with expirations beginning as soon as 2033.
Deferred tax assets are reviewed at each reporting date. In considering their
recoverability, the Group assesses the likelihood of the asset being recovered
within a reasonably foreseeable timeframe considering the future expected
profit profile and business model of each relevant country, as well as any
restrictions on use. As the Group has a history of making taxable losses, IAS
12 Income Taxes further requires that convincing evidence is available to
support management's assessment that sufficient taxable profits will be
available in the future. Reflecting the improving forecasts and expectation of
using tax losses in Trustpilot A/S, Trustpilot Group plc and Trustpilot Ltd,
the Group recognised a deferred tax asset of $15,352 thousand (FY24: $17,586
thousand) in respect of losses which has been based on a risk adjusted
forecast. Current forecasts indicate that the recognised losses will be
utilised over the next three (2024: three) years.
The severe but plausible downside scenario was modelled, which included a 5%
reduction in FY25 in the Group's future expected taxable income. For the
deferred tax assets that have been recognised, the downside scenario showed
that the deferred tax asset would still be utilised over the next
three years.
The assumptions used in these forecasts, and scenarios considered, were
consistent with other financial statement forecasts, such as the going concern
and viability assessments.
For Trustpilot, Inc., even though the Group's approved budget shows that the
Company should be able to generate taxable profits towards the end of the
forecast period, management has concluded that it will not be able to meet the
strict criteria in IAS 12 to provide 'convincing evidence', as the budget is
sensitive to the timing and level of investments in the Trustpilot platform
and similar factors. Consequently, no additional deferred tax assets have been
recognised for the Group's tax loss
carry-forwards.
2.2 Significant accounting judgements
Significant accounting judgements are made when applying accounting policies.
Significant accounting judgements are the judgements made by the Group that
can have a significant impact on the financial results.
Determining the lease term
The Group determines the lease term as the non-cancellable term of the lease,
together with any periods covered by an option to extend the lease if it is
reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised.
Extension and termination options are included in a number of property leases
across the Group. Management applies judgement in evaluating whether it is
reasonably certain or not to exercise the options to extend and/or terminate
the leases. When determining the lease term, Management considers all facts
and circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease
is reasonably certain to be extended (or not terminated). The Group considers
factors including historical lease durations; and the costs and business
disruption required to replace the asset. Most extension options have not been
included in the lease liability, because the Group could replace the asset
(the offices) without significant cost or business disruption.
As at 31 December 2025, potential future cash outflows of $7,237 thousand
(undiscounted) have not been included in the lease liability, because it is
not reasonably certain that the leases will be extended (FY24: $7,330
thousand).
Additionally, Trustpilot has recognised potential future cash outflows of
$6,156 thousand (undiscounted) within the Group's lease liability relating to
the periods covered by an option to terminate the lease, because it is not
reasonably certain that the lease termination options will be exercised (FY24:
$13,892 thousand).
The assessment of reasonable certainty is only revised if a significant event
or a significant change in circumstances occurs, which affects this
assessment, and that is within the control of the lessee. The lease term is
reassessed if an option is actually exercised (or not exercised) or the Group
becomes obliged to exercise (or not exercise) it.
AGCM Investigation - Provision Assessment
Management has applied judgement in evaluating whether a provision should be
recognised in respect of the ongoing investigation by the Italian Competition
Authority (AGCM) into an alleged breach of the Italian Consumer Code.
The AGCM has the power to impose an administrative fine ranging from a minimum
of €5 thousand to a maximum of €10 million. When assessing whether a
reliable estimate of any financial outflow can be made, management has had
regard to three key factors: the significant level of discretion exercised by
the AGCM in setting penalty amounts; the wide-ranging and historically
inconsistent fines imposed on other companies for unfair commercial practice
claims; and the uncertainty as to which of the three Group entities subject to
the investigation (Trustpilot Group plc, Trustpilot A/S and Trustpilot S.r.l.)
any fine may be attributed to, and in what proportion.
Whilst management has been advised the occurrence of a financial outflow is
probable, there is no sufficiently predictable basis to determine a specific
outcome within the statutory range, nor the allocation of any such outcome
across Group entities, and accordingly a reliable estimate cannot be made. No
provision has therefore been recognised and the matter is disclosed as a
contingent liability in note 12. Management will continue to reassess this
conclusion as the investigation progresses and further information becomes
available.
3. Alternative performance measures
The Group utilises a range of alternative performance measures (APMs) to
assess its performance and this document contains certain measures that are
not defined or recognised under IFRS. These include adjusted EBITDA, adjusted
EBITDA margin and adjusted free cash flow, each of which provide meaningful,
additional measures of Group performance.
These measures have limitations, for example they may not be comparable across
companies or may exclude recurring business transactions, for example
share-based payments. Whilst management acknowledges these measures may not be
used in, or comparable across all companies, these measures are comparable
with similar firms within the technology sector. Although management considers
these APMs relevant for assessing business performance, management recognises
the inherent limitations versus other GAAP measures.
Adjusted EBITDA and adjusted EBITDA margin
The Group measures its overall performance by reference to adjusted EBITDA
which is a non-IFRS measure. Management uses adjusted EBITDA as a measure for
internal profitability as it adjusts for certain non-recurring or non-cash
items, and is therefore used to develop budgets and measure performance
against those budgets. While some non-cash items such as share-based payments
are recurring, management finds the exclusion of these costs from adjusted
EBITDA to be meaningful given they are not entirely driven by the principal
operational activity of the Group.
Adjusted EBITDA is defined as operating profit adjusted to exclude
depreciation, amortisation, non-cash charges such as impairments, disposals
and termination of leases, share-based payments, including associated
cash-settled social security costs and non-recurring costs such as one-off
transaction costs.
Adjusted EBITDA margin is defined as adjusted EBITDA (as described above) as a
percentage of total revenue. The Group and management use adjusted EBITDA
margin as a profitability measure.
Profit-related APMs frequently exclude significant recurring business
transactions, for example
share-based payments that impact financial performance and cash flows.
$ '000 other than % FY25 FY24
Operating profit 15,979 3,806
Depreciation of property, plant and equipment and right-of-use assets 6,298 5,596
Impairment of property, plant and equipment 7 815
Amortisation of intangible assets 5,232 4,035
Impairment of intangible assets 651 453
Non-recurring costs - 87
Net gain on disposal of leases - (238)
Share-based payments, including associated social security costs 12,502 9,552
Adjusted EBITDA 40,669 24,106
Adjusted EBITDA margin (%) 15.6 11.4
Adjusted EBITDA increased to $40,669 thousand in FY25 from $24,106 thousand in
FY24. Adjusted EBITDA margin increased to 15.6% in FY25 from 11.4% in FY24.
The increase in adjusted EBITDA and adjusted EBITDA margin were driven by
growth in revenue partially offset by staff cost growth. Included in the FY25
share-based payments charge is a non-cash charge of $12,153 thousand (FY24:
$7,403 thousand) and associated social security charge of $349 thousand (FY24:
$2,149 thousand). Non-recurring costs incurred in FY24 related to costs
incurred in the execution of the share buyback programme and the capital
reduction. The definition of adjusted EBITDA also includes restructuring costs
of which there were none in the current or prior year.
Functional distribution of adjustments
FY25
$ '000 Group Technology General and administrative
and content
Operating profit 15,979
Depreciation, amortisation and impairment 12,188 6,094 6,094
Non-recurring costs - - -
Net gain on disposal of leases - - -
Share-based compensation, including associated social security costs 12,502 - 12,502
Adjusted EBITDA 40,669
FY24
$ '000 Group Technology and content General and administrative
Operating profit 3,806
Depreciation, amortisation and impairment 10,899 4,619 6,280
Non-recurring costs 87 - 87
Net gain on disposal of leases (238) - (238)
Share-based compensation, including associated social security costs 9,552 - 9,552
Adjusted EBITDA 24,106
No costs were allocated to cost of sales or sales and marketing during FY25 or
FY24.
Adjusted free cash flow
Adjusted free cash flow is defined as net cash flow from operating activities,
adjusted for non-recurring costs, one-off restructuring costs, capital
expenditure, principal lease payments and lease incentives received.
Management uses adjusted free cash flow to understand the Group's potential
for cash generation. Management finds the exclusion of certain costs from
adjusted free cash flow to be meaningful given their one-off nature.
$ '000 FY25 FY24
Net cash inflow from operating activities 59,206 29,360
Transaction costs - 87
Capital expenditure(1) (8,339) (9,623)
Principal element of lease payments (4,315) (4,457)
Lease incentives received - 1,699
Adjusted free cash flow 46,552 17,066
1. Capital expenditure consists of purchase of property, plant and equipment
and payments for intangible assets development.
4. Operating segments
For management purposes and based on internal reporting information, the Group
is organised in only one operating segment, as the information reported
includes operating results at a consolidated group level only. The costs
related to the main nature of the business, being the Group's online review
platform which serves the Group's customers, are not attributable to any
specific revenue stream or customer type and are therefore borne centrally.
The results of the single reporting segment, comprising the entire Group, are
shown in the consolidated statement of comprehensive income. These represent a
single business segment for the sale of Company subscription plans, generally
for a period of 12 months, where the invoicing varies from monthly to
annually.
The Chief Executive Officer is the Chief Operating Decision Maker (CODM),
responsible for the strategic decision making and for the monitoring of the
operating results of the single operating segment for the purpose of
performance assessment.
Whilst Group operations are distributed globally with a large presence in
Denmark and shares are listed on the London Stock Exchange, the UK and North
America are the Group's primary markets where revenue generated consists of
approximately 40% and 21% (FY24: UK: approx. 40% and North America: approx.
21%), respectively. Other geographical locations besides the UK and North
America are defined as 'Europe and Rest of World' where no individual country
exceeded more than 6% of the consolidated revenue in FY25 (FY24: 5%).
Trustpilot has customers in many regions around the world but is organised
globally from an operation perspective. For this reason, while operating
assets may be recorded in Denmark for example, they will be supporting
customers around the world. Therefore, a single operating segment is reported
with revenue disclosed by region based on the location of the customer.
Non-current operating assets are similarly based on geographic location.
The following table displays external revenue (based on customer location) and
non-current operating assets by geographic area:
FY25 FY24
$ '000 $ '000
Revenue
UK(1) 104,454 84,896
Europe and Rest of World 101,753 81,374
North America(1) 54,843 44,481
Total revenue 261,050 210,751
Non-current operating assets
UK(1) 6,374 7,923
Europe and Rest of World 14,920 11,551
North America(1) 7,988 10,126
Total non-current operating assets(2) 29,282 29,600
1. For presentation purposes, the UK includes Isle of Man, Jersey and
Guernsey. North America includes the USA and Canada.
2. Non-current operating assets consist of intangible assets, property, plant
and equipment, right-of-use assets and other receivables.
5. Share-based payment plans
The Group currently operates five share schemes: Employee Warrants, Long Term
Incentive Plan, Restricted Share Plan, Deferred Share Bonus Plan and Sharesave
Plan. Employee Warrants and the Sharesave Plan are share option schemes, and
the Long Term Incentive Plan, Restricted Share Plan and Deferred Share Bonus
Plan are restricted share schemes.
For the financial year ended 31 December 2025 and 31 December 2024, the Group
has recognised the following share-based payment expense in the consolidated
statement of profit or loss, and the relating tax expense in the consolidated
statement of changes in equity.
FY25 FY24
$ '000 $ '000
Employee Warrants 114 327
Long Term Incentive Plan 2,886 1,513
Restricted Share Plan 8,818 5,517
Deferred Share Bonus Plan 146 46
Sharesave Plan 189 -
12,153 7,403
Employee Warrants
Employee Warrants are a share option scheme. The fair value at grant date is
determined using a
Black-Scholes model that takes into account the share price at grant date, the
exercise price, the
risk-free interest rate for the term of the warrants, the expected volatility
and the term of the warrant (the expected maturity). Settlement of any vested
portion of the awards is expected to be satisfied by the issue of new
ordinary shares in the Company upon vesting date.
Movements in the number of Employee Warrants outstanding and their related
weighted average exercise prices in the financial year ended 31 December 2025
and 31 December 2024 are as follows:
Total movement in employee warrants
FY25 FY24
Number of share options Weighted avg exercise price(2) Number of share options Weighted avg exercise price(2)
No. '000 (£) No. '000 (£)
Opening Balance 21,185 0.50 27,740 0.55
Granted - - - -
Exercised(1) (1,558) 0.46 (6,171) 0.69
Forfeited - 0.43 (349) 1.32
Reinstated 8 0.51 - -
Expired (16) 0.30 (35) 0.25
Closing Balance 19,619 0.51 21,185 0.50
Number of warrants exercisable at 31 December 19,619 0.51 19,316 0.42
( )
1. Employee Warrants were exercised throughout the year, and exercise prices
ranged from £0.10 to £1.35 with a weighted average exercise price of £0.46.
The weighted average share price across the exercise dates was £2.54.
2. The weighted average exercise price of share options in USD during the
period were as follows: outstanding at the beginning of FY25 $0.63 (FY24:
$0.70), exercised during FY25 $0.61 (FY24: $0.88), forfeited during FY25 $0.57
(FY24: $1.68), reinstated during FY25 $0.68 (FY24: n/a), expired during FY25
$0.40 (FY24: $0.32), outstanding at the end of FY25 $0.68 (FY24: $0.63),
exercisable at the end of FY25 $0.68 (FY24: $0.53).
Employee Warrants can be exercised for a period of up to 10 years after the
vesting date. The range of exercise prices of the outstanding Employee
Warrants as at 31 December 2025 is £0.10 to £1.35 (FY24: £0.10 to £1.35).
Of outstanding Employee Warrants as at 31 December 2025, 14,807 thousand
(FY24: 15,873 thousand) have an exercise price below £0.50, and 4,812
thousand (FY24: 5,312 thousand) have an exercise price above £0.50.
The weighted average remaining contractual life of warrants outstanding as at
31 December 2024 is 3.6 years (FY24: 4.38 years).
( )
Long Term Incentive Plan
A Long Term Incentive Plan (LTIP) ensures the alignment of incentives for
management and the performance of the Group. Incentives are established across
three complementary measures of shareholder return performance, revenue growth
and trust to ensure balanced priorities for management for the long-term
advancement of the Group. In FY25, conditional awards over 2,111 thousand
(FY24: 2,283 thousand) ordinary shares in the Company were granted to
management under the LTIP.
The LTIP is administered at the discretion of the remuneration committee of
the Board (the 'Remuneration Committee') and no individual has a contractual
right to participate. The LTIP awards granted in FY25 will ordinarily vest on
1 April 2028 and 6 June 2028, subject in each case to the award recipient's
continued service and the Remuneration Committee's assessment of the extent to
which the award's performance measures are satisfied. Settlement of any vested
portion of the awards is expected to be satisfied by the issue of new ordinary
shares in the Company upon the vesting date.
Executive Directors of the Company are subject to a two-year post-vesting
holding period for the shares they receive (net of shares equal to any tax
liability and nominal cost of acquisition). Targets for each of the three
performance measures are set with a lower bound and upper bound. If
performance falls below the lower bound there will be no vesting.
If performance meets or exceeds the upper bound it will result in 100%
vesting. Performance between the lower and upper bounds will result in vesting
between 25% and 100% on a straight-line basis, as further detailed below.
Total shareholder return ('TSR') performance measure
The vesting of 75% (the 'TSR Part') of the LTIP awards granted in FY25 is
subject to the Group's TSR performance over a three-year period that
commenced on 1 April 2025 relative to the TSR performance over the same period
of the constituents of the FTSE 250 Index (excluding investment trusts and the
Group) as at 1 April 2025. 25% of the TSR Part will vest for median ranking
performance, rising on a straight-line basis up to 100% vesting of the TSR
Part for upper quartile ranking (or better) relative TSR performance.
EPS performance measure
The vesting of 25% (the 'EPS Part') of the LTIP awards granted in FY25 is
subject to targets set based on the compound annual growth rate (CAGR) of the
Group's adjusted diluted EPS* (defined on page 43) over a three-year period
ending 31 December 2027. 25% of the EPS Part will vest should the Group
achieve a 30% CAGR over the three-year period, rising on a straight-line basis
up to 100% vesting of the EPS Part for achievement of a 45% CAGR over the
three-year period.
As an additional condition, no part of such LTIP awards will vest unless the
Remuneration Committee is satisfied as to overall Group performance over the
period until vesting - and, as required by the UK Corporate Governance Code,
the Remuneration Committee will retain a power to moderate the vesting levels
from awards if this is appropriate in all of the circumstances, including
consideration of shareholder experience.
The cost of acquisition of the awards when vested is 1 pence per each share,
equal to the nominal share value. Targets and fair value treatment are
summarised as follows:
Measure Fair Value Method Weighted avg Weighted avg Lower Bound Upper Bound
fair value - fair value - June 25 grant
April 25 grant
TSR Stochastic Model 1.21 1.10 Equal to Median Upper Quartile or Greater
EPS Black-Scholes 2.17 2.18 30% compound 45% compound
annual growth annual growth
rate rate
Fair Value Factors Additional Finnerty¹ Additional Finnerty¹
June 25 grant
April 25 April 25 grant
(Executive
Directors)
grant (Executive
Directors)
Closing share price on date of grant (£) 2.24 2.24 2.37
Grant date fair value per share (£) 1.24-2.23 1.15-2.09 1.09-2.20
Number of shares granted 1,269,071 679,738 162,348
Grant price (£) 0.01 0.01 0.01
Vesting period 3.00 yrs 5.00 yrs² 5.00 yrs²
Risk-free interest rate 4.18 % 4.19 % 4.16 %
Expected dividend yield - % - % - %
Expected volatility 55.48 % 44.96 % 46.34 %
1. Finnerty model used to fair value the impact of the two year holding period
for Executive Directors.
2. 5.00 years overall vesting period is inclusive of a two-year holding
period.
Movements in the number of conditional awards outstanding in the financial
year ended 31 December 2025 and 31 December 2024 are as follows:
Total movement in LTIP
FY25 FY24
Number of conditional awards Number of conditional awards
No. '000 No. '000
Opening Balance 7,227 7,702
Granted 2,111 2,283
Vested (943) (220)
Forfeited (399) (2,538)
Closing Balance 7,996 7,227
Restricted Share Plan
The Restricted Share Plan (RSP) is offered to selected employees and aligns
the interest of award recipients with shareholders and serves to help retain
employees over the vesting periods. Vesting periods are subject to the
condition of continued service only rather than performance measures.
In FY25, conditional awards over 4,069 thousand (FY24: 3,775 thousand)
ordinary shares in the Company were issued to employees under the RSP. Vesting
typically takes place annually over a two or three-year period, with
settlement of each vested portion of the awards expected to be satisfied by
the issue of new ordinary shares in the Company upon the vesting date.
The RSP is administered at the discretion of the Remuneration Committee and no
individual has a contractual right to participate. The cost of acquisition of
the awards when vested is 1 pence per each share, equal to the nominal share
value, and the fair value is determined using a Black-Scholes model.
Targets and fair value treatment are summarised as follows:
Fair Value Factors April 2025 grant October 2025 grant
Closing share price on date of grant (£) 2.24 2.21
Grant date weighted average fair value per share (£) 2.23 2.20
Number of shares granted 2,638,294 1,430,258
Grant price (£) 0.01 0.01
Weighted average vesting period 1.99 yrs 1.97 yrs
Risk-free interest rate 3.93%-4.18% 3.77%-3.98%
Expected dividend yield - % - %
Expected volatility 55.45 % 49.10 %
Movements in the number of conditional awards outstanding in the financial
year ended 31 December 2025 and 31 December 2024 are as follows:
Total movement in RSP
FY25 FY24
Number of conditional awards
Number of conditional awards
No. '000
No. '000
Opening Balance 7,509 8,844
Granted 4,069 3,775
Vested (3,716) (3,413)
Forfeited (1,145) (1,697)
Closing Balance 6,717 7,509
Deferred Share Bonus Plan
In April 2024, the Group introduced a Deferred Share Bonus Plan (DSBP) for
certain key executives, pursuant to which participants are entitled to receive
bonuses in the form of the Company's shares at a future date. The plan is
designed to incentivise retention of key personnel. The awards are not
conditioned by a continued service or any performance achievements.
In FY25, conditional awards over 69 thousand (FY24: 52 thousand) ordinary
shares in the Company were issued to employees under the DSBP. Vesting takes
place over a two-year period with settlement of each vested portion of the
awards expected to be satisfied by the issue of ordinary shares in the Company
upon the vesting date. Settlement of awards are expected to be satisfied
through a transfer of ordinary shares held by the Group's Employee Benefit
Trust.
There is no cost on acquisition of the awards when vested, and the fair value
is determined using a Black-Scholes model. Fair value treatment is summarised
as follows:
Fair value factors April 2025
grant
Closing share price on date of grant (£) 2.24
Grant date fair value per share (£) 2.24
Number of shares granted 69,148
Grant price (£) 0.00
Weighted average vesting period 2.00 yrs
Risk-free interest rate N/A
Expected dividend yield - %
Expected volatility N/A
Movements in the number of deferred share awards outstanding in the financial
year ended 31 December 2025 and 31 December 2024 are as follows:
Total movement in DSBP
FY25 FY24
Number of deferred share awards Number of deferred share awards
No. '000 No. '000
Opening Balance 52 -
Granted 69 52
Exercised - -
Forfeited - -
Closing Balance 121 52
Sharesave Plan
In October 2025, the Group established the Savings Related Share Option Plan,
the International Savings Related Share Option Plan and the US Stock Purchase
Plan (collectively known as the "Sharesave Plan"), under which employees enter
into a savings contract and are granted options to acquire shares of the
Company, subject to service conditions. The plan is designed to encourage
broad employee share ownership and align employee interests with those of
shareholders through regular monthly savings.
In FY25, the Group granted 2,370 thousand (FY24: nil) options under the
Sharesave Plan to qualifying employees. Under the UK and International plans,
the options vest after three years and are exercisable for an 18-month
period. Under the US plan, they vest after two years and are exercisable
for an 18-month period.
Settlement of vested options are expected to be satisfied through a transfer
of ordinary shares held by the Group's employee benefit trust.
The fair value of Sharesave options is determined using a Black-Scholes
model. The exercise price of the options and fair value treatment are
summarised as follows:
Fair Value Factors (Sharesave) (Sharesave US)
October 2025 October 2025
grant grant
Closing share price on date of grant (£) 2.17 2.17
Grant date fair value per share (£) 1.03 0.84
Number of shares granted 2,213,725 156,443
Exercise price (£) 1.69 1.79
Vesting period 3.15 yrs 2.15 yrs
Risk-free interest rate N/A N/A
Expected dividend yield - % - %
Expected volatility 53.45 % 44.82 %
Movements in the number of share options outstanding and their related
weighted average exercise prices in the financial year ended 31 December 2025
and 31 December 2024 are as follows:
Total movement in Sharesave
FY25 FY24
Number of share options Weighted avg exercise price(1) Number of share options Weighted avg exercise price(1)
No. '000 (£) No. '000 (£)
Opening Balance - - - -
Granted 2,370 1.70 - -
Exercised - - - -
Forfeited - - - -
Closing Balance 2,370 1.70 - -
Number of warrants exercisable at 31 December - - - -
1. The weighted average exercise price of share options in USD during the
period were as follows: granted during FY25 $2.26 (FY24: nil), outstanding at
the end of FY25 $2.26 (FY24: nil).
The weighted average remaining contractual life of options outstanding under
the Sharesave Plan as at 31 December 2025 is 4.33 years (FY24: n/a).
6. Finance income and expenses
FY25 FY24
$ '000 $ '000
Foreign exchange rate gains - 313
Interest income 275 348
Other similar income(1) 1,575 2,832
Finance income 1,850 3,493
FY25 FY24
$ '000 $ '000
Foreign exchange rate losses (1,741) -
Interest expense(2) (599) (561)
Provisions: unwinding of discount (33) (38)
Lease interest expense (1,365) (1,518)
Finance expenses (3,738) (2,117)
1. Other similar income relates to income earned on
money market funds which are held at fair value through profit or loss.
2. Interest expense includes $465 thousand (FY24: $496
thousand) of fees for the undrawn revolving credit facility.
7. Income tax
FY25 FY24
$ '000 $ '000
Current tax
Current tax charge on UK profit for the year (1,691) (1,188)
Current tax charge on overseas profits for the year (3,369) (3,862)
Adjustments in respect of prior periods(1) (11) 25
Total current tax charge (5,071) (5,025)
Deferred tax
Origination and reversal of temporary differences (1,731) (578)
Recognition of deductible temporary differences - 6,600
Adjustments in respect of prior periods 469 55
Total deferred tax (charge)/credit (1,262) 6,077
Total tax (charge)/credit in the consolidated statement of profit or loss (6,333) 1,052
Reconciliation of effective tax rate FY25 FY24
$ '000 $ '000
Factors affecting the tax (charge)/credit for the year:
Profit before tax 14,091 5,182
Current tax charge using the Danish corporation tax rate of 22% (FY24: 22%) (3,100) (1,140)
Effects of:
Items not deductible (2,393) (1,218)
Share options (133) (1,287)
State tax change (19) -
Adjustment to tax charge in respect of prior periods 456 80
Differences between overseas tax rates (257) 533
Movements in temporary differences recognised¹ (814) 4,084
Non-qualifying depreciation (73) -
Total tax (charge)/credit (6,333) 1,052
1 This relates to unrecognised temporary differences of $192 thousand (FY24:
recognised temporary differences of $6,600 thousand) and $548 thousand of tax
losses for which no deferred tax asset was recognised (FY24: losses not
recognised of $2,516 thousand).
( )
The Danish corporate income tax rate of 22% (FY24: 22%) has been used in the
tax reconciliation for the Group as the majority of the total tax charge
arose in Denmark. Taxation for other jurisdictions is calculated at the rates
prevailing in each jurisdiction. The Group does not fall within the scope of
the Pillar Two framework, introduced by the OECD, as it does not meet the
minimum revenue thresholds.
The Group's tax charge will continue to be influenced by the profile of
profits earned in the different countries in which the Group's subsidiaries
operate. The Group could be affected by changes in tax law in the future, as
we expect countries to amend legislation in respect of international tax.
In line with the requirements of IAS 12, the deferred tax assets and
liabilities are offset as they have a legal right to set off and relate to
income with the same taxation authority.
Deferred tax assets are reviewed at each reporting date. In considering the
recoverability, the Group assesses the likelihood of the asset being recovered
within a reasonably foreseeable timeframe considering the future expected
profit profile and business model of each relevant country, as well as any
restrictions on use. Reflecting the improving forecasts and expectation of
using tax losses in the Danish and UK entities, the Group has recognised a
deferred tax asset of $18,684 thousand (FY24: $20,114 thousand) at year end.
Current forecasts indicate that the losses will be utilised over the next
three years.
Recognised directly in equity FY25 FY24
$ '000 $ '000
Current tax
Excess tax deductions related to share-based payments on exercised options and 797 1,266
vested share awards
Total current tax credit 797 1,266
Deferred tax
Deferred tax movement on share-based payments (1,944) 2,462
Total deferred tax (charge)/credit (1,944) 2,462
Total tax (charge)/credit in equity (1,147) 3,728
Tax recognised in other comprehensive income for the year includes a current
tax credit of $2,645 thousand (FY24: nil). This relates to the tax relief on
foreign exchange losses of $12,071 thousand (FY24: foreign exchange gains of
$4,858 thousand) arising on intercompany balances that form part of the
Group's net investment in foreign operations, which are also recognised in
other comprehensive income.
8. Earnings per share
FY25 FY24
$ '000 $ '000
Profit for the year 7,758 6,234
Earnings per share (cents)
Basic 1.9 1.5
Diluted 1.8 1.4
( )
A reconciliation of weighted average number of shares used as the denominator
is included below:
( )
FY25 FY24
Weighted average number of shares used as the denominator (000s):
Weighted average number of ordinary shares issued 409,032 415,946
Weighted average number of treasury shares held (355) (145)
Weighted average number of shares held in employee benefit trust (5) -
Weighted average number of ordinary shares used as the denominator in 408,672 415,801
calculating basic earnings per share
Adjustments for calculation for diluted earnings per share:
Employee warrants and restricted share awards 25,045 26,442
Weighted average number of shares and potential ordinary shares used as the 433,717 442,243
denominator in calculating diluted earnings per share
Information concerning the classification of securities
Share options, conditional and deferred share awards granted to employees
under the Employee Warrants, LTIP, RSP, DSBP and Sharesave share schemes are
considered to be potential ordinary shares. They have been included in the
determination of diluted earnings per share if the required performance
conditions would have been met based on the Company's performance up to the
reporting date, and to the extent to which they are dilutive. Details relating
to the share option and restricted share award schemes are set out in note 5.
A total of 6,894 thousand (FY24: 2,638 thousand) share options and restricted
share awards have not been included in the calculation of diluted earnings per
share, because they are antidilutive for the year ended 31 December 2025.
These share options and restricted share awards could potentially dilute basic
earnings per share in the future.
9. Related parties
During the years ended 31 December 2025 and 31 December 2024, there were no
material transactions with related parties.
10. Share capital
31 December 2025 31 December 2024
Authorised, allotted and fully paid: Number of shares Nominal value ($ '000) Number of shares Nominal value ($ '000)
Ordinary shares 394,180,243 5,309 413,559,205 5,182
Total shares 394,180,243 5,309 413,559,205 5,182
The share capital of the Company as at 31 December 2025 consists of a single
class of ordinary shares, each share having a nominal value of GBP 0.01. The
ordinary shares carry no right to fixed income. The holders of ordinary shares
are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company.
Number of Shares Share Capital Nominal value ($ '000) Share Premium ($ '000) Capital redemption reserve Shares held by employee benefit trust(4 )
($ '000) ($ '000)
Changes in share capital
Opening balance at 1 January 2025 413,559,205 5,182 799 201 -
Employee share scheme issues¹ 6,216,831 82 916 - -
Share buyback programme and cancellation of shares² (25,595,793) (339) - 339 -
Purchase of own shares by employee benefit trust³ - - - - (1,880)
Exchange adjustments - 384 87 20 (13)
Ending balance 31 December 2025 5,309 1,802 560 (1,893)
394,180,243
1. From 1 January 2025 to 31 December 2025 (inclusive), 6,216,831 ordinary
shares were issued in the Company to satisfy the exercise of warrants and
vesting of restricted stock units in the Company, resulting in a share capital
increase by $82 thousand and share premium increase of $916 thousand. Further
detail related to these schemes is disclosed in note 5.
2. From 1 January 2025 to 31 December 2025 (inclusive), 25,595,793
ordinary shares were purchased by the Company under the Group's share buyback
programme representing 6% of called-up share capital, held as treasury shares
and then subsequently cancelled. The shares were acquired at an average price
of 210.2p per share, with prices ranging from 126.80p to 355.00p. The total
cost of $71,626 thousand ($54,213 thousand), including $548 thousand (£414
thousand) of transaction costs, was deducted from equity. A transfer of $339
thousand was made from share capital to the capital redemption reserve. During
the year, the Group completed its second share buyback programme (announced on
11 September 2024 for an amount of up to £20,000 thousand), completed its
third share buyback programme (announced on 18 March 2025 also for an amount
of up to £20,000 thousand) and commenced its fourth share buyback programme
(announced on 16 September 2025 for an amount of up to £30,000 thousand).
3. From 1 January 2025 to 31 December 2025 (inclusive), 848,667 ordinary
shares were purchased by the Group's employee benefit trust in order to
satisfy the expected share option exercises arising from the Group's Sharesave
Plan and the expected settlement of share awards granted under the Deferred
Share Bonus Plan in future years.
4. As at 31 December 2025, 848,667 shares are held in treasury, relating
to shares repurchased under the Group's share buyback programmes awaiting
cancellation and shares held by the Group's employee benefit trust.
Number of Shares Share Capital Nominal value Share Premium ($ '000) Capital redemption reserve
($ '000) ($ '000)
Changes in share capital
Opening balance at 1 January 2024 419,783,461 5,338 68,790 -
Employee share scheme issues(1) 9,803,699 124 5,290 -
Share buyback programme and cancellation of shares² (16,027,955) (204) - 204
Capital reduction³ - - (73,244) -
Exchange adjustments - (76) (37) (3)
Ending balance 31 December 2024 413,559,205 5,182 799 201
1. From 1 January 2024 to 31 December 2024 (inclusive), 9,803,699 ordinary
shares were issued in the Company to satisfy the exercise of warrants and
vesting of restricted stock units in the Company, resulting in a share capital
increase by $124 thousand and share premium increase of $5,290 thousand.
Further detail related to these schemes is disclosed in note 5.
2. From 1 January 2024 to 31 December 2024 (inclusive), 16,027,955
ordinary shares were purchased by the Company under the Group's share buyback
programme representing 4% of called-up share capital, held as treasury shares
and then subsequently cancelled. Nil treasury shares are held at 31 December
2024. The shares were acquired at an average price of 209.16p per share, with
prices ranging from 156.10p to 311.50p. The total cost of $43,249 thousand
(£33,781 thousand), including $329 thousand (£258 thousand) of transaction
costs, was deducted from equity. A transfer of $204 thousand was made from
share capital to the capital redemption reserve.
3. Following approval by shareholders at the Annual General Meeting on 21
May 2024, the Registrar of Companies approved and registered the cancellation
of $73,244 thousand (£57,641 thousand) of the Company's share premium account
on 25 June 2024. Transaction costs of $172 thousand were debited to
accumulated losses.
11. Reconciliation to operating cash flows
FY25 FY24
$ '000 $ '000
Adjustments to operating cash flows
Income tax charge/(credit) 6,333 (1,052)
Amortisation and impairment of intangible assets 5,883 4,488
Depreciation and impairment of property, plant and equipment and right-of-use 6,305 6,411
assets
Net gain on disposal of leases - (238)
Net finance expenses/(income) 1,888 (1,376)
Share-based payment expense 12,153 7,403
Total 32,562 15,636
Changes to net working capital
Increase in trade receivables (682) (2,682)
Decrease in deposits and other receivables 54 303
Increase in prepayments (374) (183)
Increase in contract acquisition costs (2,187) (3,073)
Decrease in trade payables (718) (715)
Decrease in provisions - (135)
Increase in other payables 7,906 11,159
Increase in contract liabilities 17,013 5,368
Total 21,012 10,042
12. Commitments and contingent liabilities
Pledges and security
In connection with a revolving credit facility of $30,000 thousand, the
Company, Trustpilot A/S, Trustpilot, Inc., and Trustpilot Ltd have granted
security over all of their assets and undertakings, including bank accounts,
trademarks, and shares (excluding the Company).
No security has been provided for the Group's leaseholds.
Trustpilot Ltd (Company Registration No. 08595623) has been granted an
exemption from an audit of its individual accounts under section 479A of the
Companies Act 2006 following a guarantee relating to outstanding liabilities
given by the parent entity, Trustpilot Group plc.
Capital commitments
As at 31 December 2025, the Group had no material capital commitments (FY24:
$656 thousand in relation to the acquisition of a new property lease in
Italy, commencing from 1 January 2025 for a period of two years).
Contingent liabilities
The Group is currently subject to an investigation by the Italian Competition
Authority (AGCM) into an alleged breach of the Italian Consumer Code. The AGCM
has the power to impose an administrative fine ranging from a minimum of €5
thousand to a maximum of €10 million.
At the date of approval of these financial statements, the Group has been
advised the occurrence of a financial outflow is probable; however, until a
final decision is issued by the AGCM, a reliable estimate of the specific
penalty cannot be determined. Accordingly, no provision has been recognised in
these financial statements. Further detail on the judgement applied in
reaching this conclusion is set out in note 2.
The investigation is expected to conclude by the end of March 2026 and any
resulting outcome is not anticipated to have a significant impact on the
Group's operations.
13. List of group companies
Ownership interest
Entity Legal entity registered office Status Place of incorporation 2025 2024 Business activities
Trustpilot A/S Pilestræde 58, 5, 1112 København K, Denmark Trading Denmark 100% 100% Provision of global review platform
Trustpilot Ltd 5th Floor, The Minster Building, 21 Mincing Lane, London EC3R 7AG, United Trading England & Wales 100% 100% Provision of global review platform
Kingdom
Trustpilot, Inc. c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Trading US 100% 100% Provision of global review platform
Street, Wilmington, DE 19801, United States
Trustpilot GmbH Esplanade 40, 20354 Hamburg, Germany Trading Germany 100% 100% Provision of support services
Trpilot Pty Limited Level 8, 171 Clarence Street, Sydney, NSW 2000, Australia Trading Australia 100% 100% Provision of support services
Trustpilot UAB Lvivo g. 105A, Vilnius, Lithuania Trading Lithuania 100% 100% Provision of support services
Trustpilot S.r.l. Corso Vercelli 40, Milan, CAP 20145, Italy Trading Italy 100% 100% Provision of support services
Trustpilot B.V. Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam, The Netherlands Trading Netherlands 100% 100% Provision of support services
Trustpilot Ireland Limited C/O Tmf Group, Ground Floor, Two Dockland Central, Guild Street, North Dock, Trading Republic of Ireland 100% n/a Provision of support services
Dublin 1, D01 K2C5, Ireland
Trustpilot A/S and Trustpilot Ltd are held directly by Trustpilot Group plc.
The remaining Group companies are held indirectly through Trustpilot A/S.
In FY24, Trustpilot A/S was the only direct holding of Trustpilot Group plc.
14. Post balance sheet events
On 13 January 2026, the Company announced a ~£10 million extension of the
share buyback programme announced on 16 September 2025. This extended
programme is expected to conclude during March 2026.
On 16 March 2026, the Board approved a further up to £22.5 million share
buyback programme, conditional on compliance with all legal and regulatory
requirements. The purpose of the programme is to ensure that the Group is
running an efficient balance sheet and returning excess capital, not required
for other priorities, to shareholders. All shares repurchased as part of the
programme will be cancelled.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR KQLFFQXLXBBD
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Trustpilot
See all newsREG - Trustpilot Group PLC - Profitability ahead of expectations
AnnouncementREG - Trustpilot Group PLC - Share Buyback Programme
AnnouncementREG - Trustpilot Group PLC - Holding(s) in Company
AnnouncementREG - Trustpilot Group PLC - Transaction in Own Shares
AnnouncementREG - Trustpilot Group PLC - Transaction in Own Shares
Announcement