UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 6-K

~~__________________________~~REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16OF THE SECURITIES EXCHANGE ACT OF 1934

~~REPORT~~For OFthe ~~FOREIGN~~month ~~PRIVATE~~of ~~ISSUER~~July 2025

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-40401

__________________________

Oatly Group AB

(Translation of registrant’s name into English)

__________________________

Ångfärjekajen 8

211 19 Malmö

Sweden

(Address of principal executive office)

__________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Resignation~~The information included in this Report of ~~Director~~Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration statements on Form S-8, as amended (File Number 333-256316) and Form F-3, as amended (File Number 333-286101) of the Company (including any prospectuses forming a part of such registration statements), hereby amending them, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

~~On June 5, 2025,~~ Oatly Group AB (the “Company”) announced that one of its directors, Bernard Hours, intends to step down from his position effective when his successor has been appointed to the Company’s board of directors (the “Board”).

~~Mr.~~Interim ~~Hours’~~condensed ~~decision~~consolidated tofinancial step down is not due to any disagreement with the Company’s management or Board and is instead due to a choice to focus on other commitments. The Board is currently working with Verlinvest S.A., which has Board appointment rights (as described under “Appointment Rights” in Item 6.A of the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on March 13, 2025), regarding Mr. Hours’ successor. The successor and transition date for Mr. Hours will be announced in the short-term.statements

~~SIGNATURES~~For the three and six months ended June 30, 2025

~~Pursuant~~Table ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~contents

		Oatly Group AB
PART I – FINANCIAL INFORMATION
Date: June 5, 2025		By:	/s/ Marie-José David
Item 1. Financial Statements
			Marie-José David
Interim condensed consolidated statement of operations	1
			Chief Financial Officer
Interim condensed consolidated statement of comprehensive loss	2
Interim condensed consolidated statement of financial position	3
Interim condensed consolidated statement of changes in equity	4
Interim condensed consolidated statement of cash flows	5
Notes to the interim condensed consolidated financial statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults Upon Senior Securities	40
Signatures	41

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Interim condensed consolidated statement of operations


(Unaudited)		Three months ended June 30,						Six months ended June 30,
(in thousands of U.S. dollars, except share and per share and ADS data)	Note	2025			2024			2025			2024
Revenue	5		208,354			202,195			405,884			401,350
Cost of goods sold			(140,729	)		(143,239	)		(275,929	)		(288,496	)
Gross profit			67,625			58,956			129,955			112,854
Research and development expenses			(4,605	)		(10,898	)		(8,996	)		(15,540	)
Selling, general and administrative expenses			(84,111	)		(84,261	)		(161,609	)		(163,003	)
Other operating income and (expenses), net			(1,025	)		(2,876	)		(57	)		(1,803	)
Operating loss			(22,116	)		(39,079	)		(40,707	)		(67,492	)
Finance income and (expenses), net	7		(31,916	)		10,389			(22,505	)		(6,988	)
Loss before tax			(54,032	)		(28,690	)		(63,212	)		(74,480	)
Income tax expense	8		(1,914	)		(1,751	)		(5,265	)		(1,805	)
Loss for the period			(55,946	)		(30,441	)		(68,477	)		(76,285	)
Attributable to:
Shareholders of the parent			(55,911	)		(30,384	)		(68,341	)		(76,183	)
Non-controlling interests			(35	)		(57	)		(136	)		(102	)
Loss per share, attributable to shareholders of the parent:
Basic and diluted	24		(0.09	)		(0.05	)		(0.11	)		(0.13	)
Loss per ADS, attributable to shareholder of the parent (1 ADS representing 20 ordinary shares):
Basic and diluted	24		(1.86	)		(1.02	)		(2.28	)		(2.56	)
Weighted average common shares outstanding:
Basic and diluted	24		601,195,247			596,242,505			599,884,824			595,654,647

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of comprehensive loss


(Unaudited)	Three months ended June 30,						Six months ended June 30,
(in thousands of U.S. dollars)	2025			2024			2025			2024
Loss for the period		(55,946	)		(30,441	)		(68,477	)		(76,285	)
Other comprehensive income/(loss):
Items that may be subsequently reclassified to the consolidated statement of operations (net of tax):
Exchange differences from translation of foreign operations		27,330			(1,228	)		52,027			(20,460	)
Total other comprehensive income/(loss) for the period		27,330			(1,228	)		52,027			(20,460	)
Total comprehensive loss for the period		(28,616	)		(31,669	)		(16,450	)		(96,745	)
Attributable to:
Shareholders of the parent		(28,583	)		(31,605	)		(16,318	)		(96,627	)
Non-controlling interests		(33	)		(64	)		(132	)		(118	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of financial position


(Unaudited)	Note	June 30, 2025			December 31, 2024
(in thousands of U.S. dollars)
ASSETS
Non-current assets
Intangible assets	9		133,628			116,208
Property, plant and equipment	10		304,565			294,199
Right-of-use assets	11		43,541			45,555
Other non-current receivables	12,13		45,140			44,331
Deferred tax assets	8		4,698			4,561
Total non-current assets			531,572			504,854
Current assets
Inventories	14		65,851			65,602
Trade receivables	15		102,597			103,366
Current tax assets			5,933			6,095
Other current receivables	16		17,968			15,738
Prepaid expenses			11,203			9,402
Cash and cash equivalents	17		67,931			98,923
Total current assets			271,483			299,126
TOTAL ASSETS			803,055			803,980
EQUITY AND LIABILITIES
Equity	18
Share capital			107			106
Treasury shares			(0	)		(0	)
Other contributed capital			1,628,045			1,628,045
Other reserves			(222,137	)		(274,160	)
Accumulated deficit			(1,310,599	)		(1,249,303	)
Equity attributable to shareholders of the parent			95,416			104,688
Non-controlling interests			1,303			1,435
Total equity			96,719			106,123
Liabilities
Non-current liabilities
Lease liabilities	11		29,508			31,724
Liabilities to credit institutions	19		115,746			116,216
Provisions	20		9,317			14,857
Total non-current liabilities			154,571			162,797
Current liabilities
Lease liabilities	11		13,473			13,359
Convertible Notes	13,21		328,981			324,395
Liabilities to credit institutions	19		4,899			5,757
Trade payables			64,688			60,152
Current tax liabilities			1,349			1,476
Other current liabilities			7,568			7,998
Accrued expenses	22		112,675			103,719
Provisions	20		18,132			18,204
Total current liabilities			551,765			535,060
Total liabilities			706,336			697,857
TOTAL EQUITY AND LIABILITIES			803,055			803,980

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of changes in equity


(Unaudited) (in thousands of U.S. dollars)	Note	Share capital	Treasury shares	Other contributed capital	Other reserves	Accumulated deficit	Equity attributable to shareholders of the parent	Non-controlling interests	Total equity
Balance at December 31, 2024	18	106	(0)	1,628,045	(274,160)	(1,249,303)	104,688	1,435	106,123
Loss for the period		—	—	—	—	(12,430)	(12,430)	(101)	(12,531)
Other comprehensive income		—	—	—	24,695	—	24,695	2	24,697
Total comprehensive income for the period		—	—	—	24,695	(12,430)	12,265	(99)	12,166
Share-based compensation	6	—	—	—	—	3,592	3,592	—	3,592
Balance at March 31, 2025		106	(0)	1,628,045	(249,465)	(1,258,141)	120,545	1,336	121,881
Loss for the period		—	—	—	—	(55,911)	(55,911)	(35)	(55,946)
Other comprehensive income		—	—	—	27,328	—	27,328	2	27,330
Total comprehensive loss for the period		—	—	—	27,328	(55,911)	(28,583)	(33)	(28,616)
Issue of shares		1	(0)	—	—	—	1	—	1
Share-based compensation	6	—	—	—	—	3,453	3,453	—	3,453
Balance at June 30, 2025		107	(0)	1,628,045	(222,137)	(1,310,599)	95,416	1,303	96,719


(Unaudited) (in thousands of U.S. dollars)	Note	Share capital	Treasury shares	Other contributed capital	Other reserves	Accumulated deficit	Equity attributable to shareholders of the parent	Non-controlling interests	Total equity
Balance at December 31, 2023	18	105	(0)	1,628,045	(233,204)	(1,060,952)	333,994	1,787	335,781
Loss for the period		—	—	—	—	(45,799)	(45,799)	(45)	(45,844)
Other comprehensive loss		—	—	—	(19,223)	—	(19,223)	(9)	(19,232)
Total comprehensive loss for the period		—	—	—	(19,223)	(45,799)	(65,022)	(54)	(65,076)
Share-based compensation	6	—	—	—	—	2,615	2,615	—	2,615
Balance at March 31, 2024		105	(0)	1,628,045	(252,427)	(1,104,136)	271,587	1,733	273,320
Loss for the period		—	—	—	—	(30,384)	(30,384)	(57)	(30,441)
Other comprehensive loss		—	—	—	(1,221)	—	(1,221)	(7)	(1,228)
Total comprehensive loss for the period		—	—	—	(1,221)	(30,384)	(31,605)	(64)	(31,669)
Issue of shares		1	(0)	—	—	—	0	—	0
Share-based compensation	6	—	—	—	—	4,179	4,179	—	4,179
Balance at June 30, 2024		106	(0)	1,628,045	(253,648)	(1,130,341)	244,162	1,669	245,831

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of cash flows


(Unaudited)		Six months ended June 30,
(in thousands of U.S. dollars)	Note	2025			2024
Operating activities
Net loss			(68,477	)		(76,285	)
Adjustments to reconcile net loss to net cash flows
—Depreciation of property, plant and equipment and right-of-use assets and amortization of intangible assets	9,10,11		23,475			25,321
—Write-downs of inventories	14		4,360			517
—Impairment (gain)/loss on trade receivables	15		(16	)		176
—Share-based compensation	6		7,045			6,794
—Movements in provisions	20		(7,670	)		(35,507	)
—Finance (income) and expenses, net	7		22,505			6,988
—Income tax expense	8		5,265			1,805
—Impairment reversal related to discontinued construction of production facilities			—			1,747
—Other			(86	)		1,317
Interest received			1,035			5,897
Interest paid			(11,829	)		(13,002	)
Income tax paid			(1,674	)		(3,767	)
Changes in working capital:
—Increase in inventories	14		(959	)		(14,151	)
—Decrease in trade receivables, other current receivables, prepaid expenses	15,16		6,382			15,923
—Increase/(decrease) in trade payables, other current liabilities, accrued expenses	22		5,639			(9,786	)
Net cash flows used in operating activities			(15,005	)		(86,013	)
Investing activities
Purchase of intangible assets	9		(921	)		(773	)
Purchase of property, plant and equipment	10		(9,778	)		(19,647	)
Proceeds from sale of property, plant and equipment			70			20,392
Other			409			886
Net cash flows (used in)/from investing activities			(10,220	)		858
Financing activities
Repayment of liabilities to credit institutions	19		(1,320	)		(1,360	)
Payment of loan transaction costs	7		(1,020	)		(4,965	)
Repayment of lease liabilities	11		(5,811	)		(13,888	)
Cash flows used in financing activities			(8,151	)		(20,213	)
Net decrease in cash and cash equivalents			(33,376	)		(105,368	)
Cash and cash equivalents at the beginning of the period			98,923			249,299
Exchange rate differences in cash and cash equivalents			2,384			(1,203	)
Cash and cash equivalents at the end of the period	17		67,931			142,728

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Notes to the interim condensed consolidated financial statements

(unaudited)

(in thousands of U.S. dollars unless otherwise stated)

Note 1. Corporate information

Oatly Group AB (the “Company” or the “parent”) is a public limited company incorporated and domiciled in Sweden. The Company’s registered office is located at Ångfärjekajen 8, Malmö, Sweden.

Oatly Group AB and its subsidiaries (together, the “Group”) manufacture, distribute and sell oat-based products.

Note 2. Summary of accounting policies

The interim condensed consolidated financial statements of Oatly Group AB for the three and six months ended June 30, 2025 and 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern, and there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period. In forming this judgment the Group has taken into consideration principal conditions, events and assumptions in relation to the Group’s ability to meet its financial covenants and other obligations. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2024, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in thousands of U.S. dollars, unless otherwise stated.

On February 18, 2025, the Company completed a ratio change whereby the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing twenty ordinary shares (the “ADS Ratio Change”). All numbers in these interim condensed consolidated financial statements, including references to price per ADS and a specific number of ADSs, restricted stock units (“RSUs”) or stock options, reflect an ADS to ordinary share ratio of 1:20 (unless the context clearly indicates otherwise).

New and amended standards and interpretations issued but not yet adopted

There are no IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting standards”) that are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions, other than those included in the 2024 Annual Report.

Note 3. Significant accounting judgments, estimates and assessments

In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2024.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectation of future events.

Note 4. Seasonality

To date, we have not experienced pronounced seasonality, but such fluctuations may have been masked by our historical growth and macroeconomic trends, including higher inflation. As the Group continues to grow, including the relative size of our markets, we expect to see additional seasonality effects, especially within the food retail channel, with revenue contribution from this channel tending to be linked with holiday season periods. For example, the Lunar New Year one week celebration occurring in the first quarter of the calendar year has resulted in lower volumes sold in Greater China and the rest of the Asia business compared to the remaining quarterly periods of the year.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

Note 5. Segment information

5.1 Revenue, Adjusted EBITDA and EBITDA


Revenue, Adjusted EBITDA and EBITDA
Three months ended June 30, 2025	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		118,193			63,185			26,976			—			—			208,354
Intersegment revenue		455			—			—			—			(455	)		—
Total segment revenue		118,648			63,185			26,976			—			(455	)		208,354
Adjusted EBITDA		24,261			(2,369	)		(636	)		(24,819	)		—			(3,563	)
Share-based compensation expense		(515	)		(328	)		(334	)		(2,276	)		—			(3,453	)
Restructuring costs(1)		(471	)		(585	)		(42	)		(295	)		—			(1,393	)
Strategic review of Greater China business(2)		—			—			(1,378	)		—			—			(1,378	)
Non-controlling interests		—			—			(35	)		—			—			(35	)
EBITDA		23,275			(3,282	)		(2,425	)		(27,390	)		—			(9,822	)
Finance income and (expenses), net		—			—			—			—			—			(31,916	)
Depreciation and amortization		—			—			—			—			—			(12,294	)
Loss before tax		—			—			—			—			—			(54,032	)

Three months ended June 30, 2024	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		105,541			67,819			28,835			—			—			202,195
Intersegment revenue		1,814			—			—			—			(1,814	)		—
Total segment revenue		107,355			67,819			28,835			—			(1,814	)		202,195
Adjusted EBITDA		12,638			1,166			(428	)		(24,373	)		—			(10,997	)
Share-based compensation expense		(501	)		(232	)		(479	)		(2,967	)		—			(4,179	)
Restructuring costs(1)		(855	)		(769	)		(1,470	)		(120	)		—			(3,214	)
Discontinued construction of production facilities(4)		(2,923	)		277			—			—			—			(2,646	)
New product launch issue(5)		—			(5,677	)		—			—			—			(5,677	)
Non-controlling interests		—			—			(58	)		—			—			(58	)
EBITDA		8,359			(5,235	)		(2,435	)		(27,460	)		—			(26,771	)
Finance income and (expenses), net		—			—			—			—			—			10,389
Depreciation and amortization		—			—			—			—			—			(12,308	)
Loss before tax		—			—			—			—			—			(28,690	)

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)


Six months ended June 30, 2025	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		225,858			123,071			56,955			—			—			405,884
Intersegment revenue		1,144			—			—			—			(1,144	)		—
Total segment revenue		227,002			123,071			56,955			—			(1,144	)		405,884
Adjusted EBITDA		39,797			(1,240	)		982			(46,833	)		—			(7,294	)
Share-based compensation expense		(983	)		(686	)		(723	)		(4,653	)		—			(7,045	)
Restructuring costs(1)		(471	)		(1,253	)		(42	)		(459	)		—			(2,225	)
Strategic review of Greater China business(2)		—			—			(1,378	)		—			—			(1,378	)
Closure of production facility(3)		846			—			—			—			—			846
Non-controlling interests		—			—			(136	)		—			—			(136	)
EBITDA		39,189			(3,179	)		(1,297	)		(51,945	)		—			(17,232	)
Finance income and (expenses), net		—			—			—			—			—			(22,505	)
Depreciation and amortization		—			—			—			—			—			(23,475	)
Loss before tax		—			—			—			—			—			(63,212	)

Six months ended June 30, 2024	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		215,948			134,786			50,616			—			—			401,350
Intersegment revenue		3,778			—			—			—			(3,778	)		—
Total segment revenue		219,726			134,786			50,616			—			(3,778	)		401,350
Adjusted EBITDA		27,134			778			(3,856	)		(48,257	)		—			(24,201	)
Share-based compensation expense		(879	)		1,027			(1,179	)		(5,763	)		—			(6,794	)
Restructuring costs(1)		(855	)		(769	)		(1,940	)		(71	)		—			(3,635	)
Discontinued construction of production facilities(4)		(2,923	)		1,161			—			—			—			(1,762	)
New product launch issue(5)		—			(5,677	)		—			—			—			(5,677	)
Non-controlling interests		—			—			(102	)		—			—			(102	)
EBITDA		22,477			(3,480	)		(7,077	)		(54,091	)		—			(42,171	)
Finance income and (expenses), net		—			—			—			—			—			(6,988	)
Depreciation and amortization		—			—			—			—			—			(25,321	)
Loss before tax		—			—			—			—			—			(74,480	)

* Corporate consists of general costs not allocated to the segments.

** Eliminations in 2025 and 2024 refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates primarily to severance costs as the Group adjusts its organizational structure.

(2) Relates to costs for the strategic review of the Greater China segment.

(3) Relates to reversal of previously recognized exit costs related to closure of the Group’s production facility in Singapore.

(4) Relates primarily to non-cash impairments related to discontinued construction of the Group’s production facility in Peterborough, UK, and reversal of previously recognized non-cash impairments related to discontinued construction of the Group’s production facility in Dallas-Fort Worth, Texas.

(5) Expenses related to a new product launch issue.

5.2 Non-current assets by country

Non-current assets for this purpose consist of property, plant and equipment and right-of-use assets.


	June 30, 2025		December 31, 2024
Sweden		130,226		114,764
China		97,836		103,791
US		84,795		88,983
The Netherlands		33,294		29,349
Other		1,955		2,867
Total		348,106		339,754

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

5.3 Revenue from external customers, broken down by location of the customers

The Group is domiciled in Sweden. The amount of its revenue from external customers, broken down by location of the customers, is shown in the table below.


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
US		61,552		66,845		120,346		132,482
UK		36,788		34,568		68,601		68,594
Germany		30,910		28,692		59,803		59,139
China		26,595		28,527		56,234		50,053
Sweden		11,909		11,079		23,219		23,307
The Netherlands		6,943		6,125		13,909		13,523
Finland		4,638		4,799		9,135		10,406
Other		29,019		21,560		54,637		43,846
Total		208,354		202,195		405,884		401,350

There are no countries that individually make up greater than 10% of total revenue included in “Other”.

5.4 Revenue from external customers, broken down by channel and segment

Revenue from external customers, broken down by channel and segment, is shown in the table below.


Three months ended June 30, 2025	Europe & International		North America		Greater China		Total
Retail		93,594		37,219		6,357		137,170
Foodservice		23,783		25,602		16,821		66,206
Other		816		364		3,798		4,978
Total		118,193		63,185		26,976		208,354

Three months ended June 30, 2024	Europe & International		North America		Greater China		Total
Retail		84,669		35,002		2,631		122,302
Foodservice		20,500		31,173		20,244		71,917
Other		372		1,644		5,960		7,976
Total		105,541		67,819		28,835		202,195

Six months ended June 30, 2025	Europe & International		North America		Greater China		Total
Retail		179,034		73,243		10,290		262,567
Foodservice		45,085		49,113		39,625		133,823
Other		1,739		715		7,040		9,494
Total		225,858		123,071		56,955		405,884

Six months ended June 30, 2024	Europe & International		North America		Greater China		Total
Retail		174,876		71,065		5,430		251,371
Foodservice		40,020		60,286		35,523		135,829
Other		1,052		3,435		9,663		14,150
Total		215,948		134,786		50,616		401,350

Other is primarily related to e-commerce, both direct-to-consumer and through third-party platforms.

Revenues of approximately 7% and 10% in the six months ended June 30, 2025 and 2024, respectively, were derived from a single external customer in the foodservice channel. The revenues were attributed to the North America and Greater China segments.

Oatmilk accounted for 91% and 89% of the Group’s revenue in the six months ended June 30, 2025 and 2024, respectively.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

During the year ended December 31, 2021, in connection with the initial public offering (“IPO”), the Company implemented a new incentive award program, the 2021 Incentive Award Plan (“2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate selected employees, consultants and members of the Board of Directors through the granting of share-based compensation awards and cash-based performance bonus awards from 2021 and onwards. 69,496,515 ordinary shares have been reserved for grants pursuant to a variety of share-based compensation awards, including, but not limited to, stock options and RSUs. To secure the future delivery of ordinary shares and ADSs under the 2021 Plan, the Company’s shareholders resolved to issue 69,496,515 warrants. The right to subscribe for the warrants vests only in the Company. See Note 18 Equity.

During the six months ended June 30, 2025, the Company, under the 2021 Plan, granted 1,330,234 RSUs, of which 352,857 were granted to members of key management, including the Executive Officers, and the Board of Directors. 382,555 RSUs vested during the period, of which 154,341 were to key management. The RSUs are accounted for as equity-settled share-based compensation transactions. The RSUs are measured based on the fair market value of the underlying ADSs on the date of grant. The RSUs granted to employees under the 2021 Plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The RSUs granted to members of the Company’s Board of Directors vest on the date of the next Annual General Meeting of shareholders following the grant date, subject to continued service on the applicable vesting date.

Activity in the Group’s RSUs outstanding and related information is as follows:


	Number of RSUs			Weighted average grant date fair value ($)
As of December 31, 2024		820,170			26.00
Granted during the period		1,330,234			11.10
Forfeited during the period		(37,274	)		21.89
Vested during the period		(382,555	)		29.30
As of June 30, 2025		1,730,575			13.88

During the six months ended June 30, 2025, the Company, under the 2021 Plan, granted no new stock options. 196,628 stock options vested during the period, of which 100,326 were to key management. The stock options are accounted for as equity-settled share-based compensation transactions. For stock options granted under the 2021 Plan, the exercise price is equal to the fair value of the ADSs on the date of grant. The stock options granted to participants under the 2021 Plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The stock options expire, in relation to each installment under the vesting schedule, five years after vesting, corresponding to a total term of six, seven and eight years for the respective installment.

Activity in the Group’s stock options outstanding and related information is as follows:


	Number of stock options			Weighted average exercise price ($)
As of December 31, 2024		580,314			26.40
Forfeited during the period		(45,541	)		22.93
Expired during the period		(6,119	)		37.24
As of June 30, 2025		528,654			26.59
Vested and exercisable as of June 30, 2025		242,662			31.64

The fair value at grant date of the stock options granted during the financial year 2024 was $13.4 for the May 2024 grant date and $9.2 for the November 2024 grant date. The fair value at grant date of the stock options granted during the financial year 2023 was $19.6 for the May 2023 grant date, $21.8 for the July 2023 grant date and $8.6 for the November 2023 grant date. The fair value at grant date of the stock options granted during the financial year 2022 was $29.8 for the May 2022 grant date and $17.2 for the November 2022 grant date. The fair value at grant date of the stock options granted during the financial year 2021 was $124.8 for the May 2021 grant date and $73.4 for the November 2021 grant date. The fair value of the stock options at grant date has been determined using the Black-Scholes option-pricing model, which takes into account the exercise price, the expected term of the stock options, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the stock options and the correlations and volatilities of the peer group companies. The Company does not anticipate paying any cash dividends in the near future and therefore uses an expected dividend yield of zero in the option valuation model.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

Each RSU or stock option entitles the holder to acquire, as determined by the Board of Directors, either twenty ordinary shares, twenty warrants or one ADS in the Company.

Share-based compensation expense was $3.5 million for the three months ended June 30, 2025 (2024: $4.2 million) and $7.0 million for the six months ended June 30, 2025 (2024: $6.8 million).

Note 7. Finance income and expenses


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Interest income		1,085			2,892			2,379			6,375
Other financial income		155			102			155			204
Net foreign exchange difference		(7,763	)		(185	)		(5,565	)		1,584
Interest expenses on lease liabilities		(749	)		(1,487	)		(1,494	)		(3,009	)
Interest expenses on Convertible Notes		(9,217	)		(8,421	)		(18,092	)		(16,529	)
Interest expenses on liabilities to credit institutions		(5,978	)		(5,966	)		(11,243	)		(12,155	)
Fair value changes on derivatives		(504	)		183			(199	)		(745	)
Fair value changes on Convertible Notes		(8,592	)		23,894			13,506			23,010
Other financial expenses		(353	)		(623	)		(1,952	)		(5,723	)
Total finance income and expenses, net		(31,916	)		10,389			(22,505	)		(6,988	)

Interest expense on the Convertible Notes is the nominal coupon rate of 9.25%. Fair value changes on Convertible Notes contains the fair value changes less the coupon rate and changes in credit risk. See Note 13 Fair value of financial instruments and Note 21 Convertible Notes.

Other financial expenses for the six months ended June 30, 2025 and six months ended June 30, 2024 mainly consists of $1.0 million and $5.0 million, respectively, in transaction costs relating to amendments in the Group’s financing arrangements.

See Note 19 Liabilities to credit institutions for further details on the Group’s credit facilities.

Note 8. Income tax

Total tax expense for the three and six months ended June 30, 2025 was $1.9 million and $5.3 million respectively. Total tax expense for each of the three and six months ended June 30, 2024 was $1.8 million. The effective tax rate for the three and six months ended June 30, 2025 was 3.5% and 8.3% respectively. The main drivers of the effective tax rate relate to non-recognition of deferred tax assets on tax losses and tax effect relating to foreign exchange effects recognized in other comprehensive income. The effective tax rate for three and six months ended June 30, 2024 was 6.1% and 2.4% respectively, with non-recognition of deferred tax assets on tax losses being the main driver of the effective tax rate. The Group operates in a global environment with significant operations in various jurisdictions outside Sweden. Accordingly, the consolidated income tax rate is a composite rate reflecting the Group’s earnings and the applicable tax rates in the various jurisdictions where the Group operates, and whether or not deferred tax assets are able to be recognized.

The Group is, as of January 1, 2025 in scope of the OECD Pillar Two Model Rules (“P2 Rules”). The legislation is effective for the Group’s financial year beginning January 1, 2025. The P2 Rules have been enacted (or substantively enacted) in most jurisdictions in which the Group operates, including Sweden. Although no material exposure arising from Pillar Two has been identified to date, material Pillar Two impacts to the Group’s tax expense remain possible.

In May 2023, the IASB amended IAS 12 Income Taxes to include a mandatory temporary exception from recognizing or disclosing deferred taxes relating to the P2 Rules. The Group has applied this mandatory exception which did not have a material impact to the consolidated financial statements.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

Note 9. Intangible assets

A summary of the intangible assets as at June 30, 2025 and December 31, 2024 is as follows:


	Goodwill		Capitalized software			Other intangible assets			Ongoing development costs			Total
Cost
At December 31, 2024		107,241		14,673			8,017			1,213			131,144
Additions		—		(24	)		493			419			888
Reclassification		—		—			112			(112	)		—
Exchange differences		17,343		2,369			1,178			194			21,084
At June 30, 2025		124,584		17,018			9,800			1,714			153,116
Accumulated amortization
At December 31, 2024		—		(10,083	)		(4,853	)		—			(14,936	)
Amortization charge		—		(1,188	)		(891	)		—			(2,079	)
Exchange differences		—		(1,718	)		(755	)

Note 1. Corporate information

Note 2. Summary of accounting policies

Note 3. Significant accounting judgments, estimates and assessments

Note 4. Seasonality

Note 5. Segment information

5.1 Revenue, Adjusted EBITDA and EBITDA

5.3 Revenue from external customers, broken down by location of the customers

5.4 Revenue from external customers, broken down by channel and segment

Note 6. Share-based compensation

Note 7. Finance income and expenses

Note 8. Income tax

Note 9. Intangible assets

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