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Digital Workforce Services Plc - Half-Year Financial Report 2026

Financial Review

Development of revenue and profitability

Digital Workforce's revenue for January-June 2026 grew by 37% from the first half of 2025 and was EUR 15.4 (11.2) million. In the second quarter of the year revenue was EUR 7.8 (5.9) million, which represents an increase of 31% from the comparison period. Revenue growth was driven by both e18 acquisition and strong performance in both business areas of the group.

The Group's gross profit for January-June 2026 was at the level of the comparative period, 40% (40%) of the revenue. In the second quarter of the year, the Group's gross profit was 39% (45%) of revenue. It is impacted positively by disciplined performance that involves good control of consulting utilization rates of in-house and external resources. On the other hand, increases in hosting cost and platform license fees are negatively impacting the gross profit margin. In addition, the change in license revenue accounting, whereby the revenue is recognized fully in the starting period of the contract, causes some gross profit volatility between the quarters.

The Group's adjusted EBITDA for January-June was EUR 1.0 (0.1) million and operating profit was EUR -0.3 (-1.0) million. EBITDA adjustments during January-June 2026 amounted to EUR -0.2 (-0.9) million. The Group's adjusted EBITDA in the second quarter was EUR 0.5 (0.4) million and operating profit EUR -0.2 (0.3) million.

Net income for January-June 2026 was EUR -0.6 (-1.1) million. Financial expenses amounted to EUR -0.4 (-0.1) million. Earnings per share were EUR -0.05 (-0.10).

Items affecting comparability, IAC

Adjusted EBITDA is the EBITDA adjusted with items that are of one-off nature, caused by a specific event (such as M&A transaction) and not expected to continue or repeat. IAC adjustments to EBITDA in the reporting periods were the following.

IAC category 4–6/2026 4–6/2025 1–6/2026 1–6/2025 2025
Restructuring 0 0 0 -881 -939
M&A -91 0 -139 0 -216
Other -42 0 -72 0 -53
IAC total -133 0 -211 -881 -1 208

Group balance sheet, financing and cash flow

The balance sheet total at the end of the reporting period was EUR 34.3 (21.3) million. The equity ratio was 43% (72%) and net debt was EUR -3.4 (-8.6) million.

The Group's cash flow from operations was EUR -0.1 (-1.9) million and the Group's cash flow from investing activities was EUR -0.6 (-0.6) million. At the end of the reporting period the Group had EUR 4.4 (0.6) million in loans from credit institutions.

Research and development

Digital Workforce continued the development of its agentic AI products. Capitalized expense of the first development project, completed in 2025, was approximately EUR 0.3 million, against which a Business Finland grant of approximately half of the expense was received and recognized in the first half of 2026. EUR 0.7 million of expenses related to development of the agentic AI products were capitalized in the first half of 2026. Total value of development cost on the balance sheet at the end of the reporting period was EUR 2.3 million (EUR 1.4 million).

Organizational structure

The group's parent company is Digital Workforce Services Plc (Finland), with subsidiaries in Sweden, Norway, Denmark, the UK, Ireland, Germany, Poland and the United States.

At the end of the reporting period, Digital Workforce Group comprised, in addition to the parent company, its fully owned subsidiaries:

Subsidiary Country Ownership share
Digital Workforce Svenska AB Sweden 100 %
Digital Workforce AS Norway 100 %
Digital Workforce A/S Denmark 100 %
Digital Workforce Services Ltd UK 100 %
E18 Consulting Ltd. UK 100 %
Digital Workforce Ireland Limited Ireland 100 %
Digital Workforce Sp.z.o.o Poland 100 %
Digital Workforce Services Inc. USA 100 %
DWF Digital Workforce Services GmbH Germany 100 %

Personnel and locations

The Group employed an average of 183 (173) people during the reporting period. The offices are in Finland, Sweden, the United Kingdom, Ireland, Poland and the United States.

Management team

On January 26, 2026, Digital Workforce announced changes in its business areas and management team.

Going forward, the business will be managed through two global business areas: Healthcare and Enterprise and Public. Juha Nieminen was appointed as Chief Growth Officer of the Healthcare business area. Tapio Niinikoski, joining from outside the company, was appointed as Chief Growth Officer of the Enterprise & Public business area. Karri Lehtonen (Head of Sales, North America and Head of Legal) and Kristiina Åberg (Head of Marketing) continued in their roles but stepped down from the management team. Stefan Meller who has been responsible for Europe region sales to the Enterprise & Public business customers, took on responsibility for business area accounts and continued in the company but stepped down from the management team. All changes became applicable on February 2, 2026.

At the end of the reporting period, the Group Management Team consisted of Jussi Vasama (CEO), Karli Kalpala (Chief Strategy Officer and Head of AI Agent Business), Mikko Lampi (COO), Juha Nieminen (Chief Growth Officer, Healthcare), Tapio Niinikoski (Chief Growth Officer, Enterprise & Public), Eila Onniselkä (Chief People Officer), Laura Viita (CFO), Louise Wall (Managing Director, Healthcare UK & Ireland).

Board of Directors

The Annual General Meeting (“AGM”) of April 16, 2026, re-elected Marika Auramo, Miika Huttunen, Heikki Länsisyrjä, Leena Niemistö and Jukka Virkkunen as members of the Board of Directors. Antti Kummu was elected as a new member, to replace Juha Mikkola who resigned. In its meeting, the Board of Directors elected Heikki Länsisyrjä as Chair of the Board of Directors.

No changes to the composition of the board have taken place after the AGM.

Annual General Meeting

The Annual General Meeting (“AGM”) of Digital Workforce Services Plc was held on April 16, 2026 in Helsinki. The Meeting adopted the financial statements for the financial year 2025, and that the members of the Board and CEO were discharged from liability for 2025. The Annual General Meeting resolved that a dividend of EUR 0.09 per share will be paid from the company's distributable assets for the financial period January 1, 2025 - December 31, 2025.

The AGM resolved to appoint six (6) members of Board of Directors. The appointed members are Marika Auramo, Miika Huttunen, Antti Kummu, Heikki Länsisyrjä, Leena Niemistö and Jukka Virkkunen. In its meeting, the Board of Directors elected Heikki Länsisyrjä as Chair of the Board of Directors.

KPMG Oy Ab, authorized public accountants, was re-elected as the Company’s Auditor. KPMG Oy Ab has announced that it will appoint Petri Sammalisto, APA, as the auditor with principal responsibility.

The Annual General Meeting authorized the Board of Directors to decide on the acquisition of the Company's own shares in one or more tranches as follows:

The total number of own shares to be acquired may be a maximum of 1 170 221 shares. The number of shares represents approximately 10 percent of all the shares of the Company on the date of the Notice of the Annual General Meeting.

Based on authorization, the Company's own shares may only be acquired with unrestricted equity.

The Board of Directors will decide how the Company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The Company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Own shares can be purchased at a price formed in public trading on the Nasdaq Helsinki Oy on the date of acquisition.

The authorization will be in force until the next Annual General Meeting but no later than until June 30, 2027.

The Annual General Meeting authorized the Board of Directors to decide on issuance of new shares and the conveyance of the Company's own shares held by the Company (treasury shares) and the issuance of option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act. The Board would, pursuant to the authorization, be entitled to decide on the issuance of a maximum of 1 170 221 new shares in one or several instalments. The number of shares represents approximately 10 percent of all the shares of the Company on the date of the Annual General Meeting.

The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue).

The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.

The Board may use the authorization to implement mergers and acquisitions or other arrangements relating to the Company’s operations and capital structure, to implement incentive or commitment schemes for the group personnel or for other purposes decided by the Board.

The authorization is valid until the end of the next Annual General Meeting, but not later than 30 June, 2027.

Shares and shareholders

The total number of Digital Workforce Services Plc shares at the end of the reporting period was 11,707,595 (11,346,848). The average number of shares during January-June 2026 was 11,699,060 (11,314,333).

At the end of the reporting period, the company had 2 580 (2 413) shareholders.

Ten largest shareholders at the end of the reporting period:

# Top ten shareholders at the end of the reporting period: Number of shares % of shares
1 Capman Growth Equity Fund 2017 Ky 1 792 713 15.31
2 Länsisyrjä Heikki Juha Tapio 1 317 120 11.25
3 Lifeline Ventures Fund II Ky 1 029 885 8.8
4 Virkkunen Jukka 943 714 8.06
5 Niemistö Leena Katriina 825 225 7.05
6 Vainio-Mattila Mika Juhani 679 941 5.81
7 Ilmarinen Mutual Pension Insurance Company 558 000 4.77
8 Varma Mutual Pension Insurance Company 320 000 2.73
9 Säästöpankki Pienyhtiöt 290 927 2.48
10 Erikoissijoitusrahasto Aktia Mikro Markka 273 495 2.34

At the beginning of the financial year, Digital Workforce Services Plc held 173 099 of its own shares. During the reporting period, the company transferred 28 608 treasury shares held by the company free of charge to key employees who participated in the Performance Share Plan 2022-2026 for the performance period 2023-2025 in order to pay rewards in accordance with the terms of the plan. Based on the authorization granted to the Board of Directors, 98 648 own shares were acquired during the reporting period. At the end of the reporting period company held 243 139 of its own shares.

Trading on Nasdaq First North Growth Market Finland

Between 1 January 2026 – 30 June 2026, a total of 1 589 111 shares or 13.6 per cent of the total number of shares were traded in Digital Workforce Services Plc. The value of the turnover was EUR 4.0 million.

The closing price of the share on the last trading day of the reporting period was EUR 2.34 per share. The lowest trading price during the reporting period was EUR 2.25 per share, the highest EUR 2.75 per share and the average price for the period EUR 2.48 per share.

Short-term risks and uncertainties

General economic uncertainty across Europe may continue through the next years, potentially affecting new customer acquisition and the timing of investments in existing customer relationships. There have been many changes in the political and economic environment of the United States. These may affect the operations of foreign companies in the U.S. or cooperation with local partners. The company is currently expanding its Outsmart offering, developing solutions based on AI agent technology, and shifting its geographical focus as its operations continue to internationalize rapidly. Success in implementing these changes will be key to the company's success.

The banking and insurance sector, one of the company's strategic business areas, is highly competitive internationally, and its customers are advanced adopters of software robotics. However, end-to-end business process automation opens up new competitive advantages and opportunities for success for Digital Workforce.

The healthcare market in the Nordic countries and the UK relies heavily on public finances, and any changes in budgets and investment guidance could affect decision timelines and change investment targets.

The economic environment and interest rates remain uncertain. These affect, among other things, companies' ability to invest in new digital services. On the other hand, companies need to improve the efficiency of their business processes by investing in automation and artificial intelligence.

The uncertain global political situation may have a direct or indirect impact on a company's business. Although the company has a large customer base, the potential loss of a single large customer could pose a risk to revenue growth in the short term.

Stock option programs

The company has offered its personnel share option programs as part of the incentive and commitment program. The purpose of the option programs is to commit option holders to the company's financial growth and share valuation, and to create a long-term relationship between the company and option holders that benefits the company both financially and operationally.

The company has seven option programs and on June 30, 2026, there were a total of 768 017 unsubscribed stock options. Each stock option under the 2017, 2018 and 2020 plans entitle the holder to subscribe for fifteen new shares, while the 2022, 2023, 2024 and 2025 plans entitle the holder to subscribe for one new share per stock option. During the first half, a total of 359 options (5 385 shares) were subscribed. In the 2017, 2018 and 2020 plans, the subscription rights will expire on 30 April 2027, while the subscription periods for the 2022 and 2023 plan will expire on 31 December 2030. For the 2024 plan, the subscription period will expire on 31 December 2032, and the subscription right for the 2025 plan will expire on 31 December 2033.

There have been no changes in the terms and conditions of the plans during the first half of 2026. Under the stock option plan 2025, 40 000 options were distributed to managers, entitling them to subscribe for a total of 40 000 shares of the company.

The number of shares available for subscription under the stock options and the subscription prices are specified in the table below.

Stock option scheme Total Unsubscribed Subscription price, EUR/share Subscription period
2017 119 175 5 010 0.0667 Until 30/04/2027
2018 140 130 15 225 0.6667 Until 30/04/2027
2020 86 085 15 150 0.6667 Until 30/04/2027
2022 70 652 70 652 4.6 Until 31/12/2030
2023 45 000 45 000 4.68 Until 31/12/2030
2024 499 980 476 980 3.09 Until 31/12/2032
2025 140 000 140 000 3.32 Until 31/12/2033
Total number of options 768 017
Maximum number of shares to be issued on the basis of stock options that are still unsubscribed and eligible for subscription 768 017
Number of shares 31 December 2025 11 707 595
Number of shares, if all shares available for subscription based on stock options* 12 475 612
Voting rights and ownership from options, if all shares available for subscription based on stock options are subscribed 6.2 %

* Note that the option programs include option subscriptions made during the subscription window of second quarter of 2026, which will entitle the holder to 3 825 shares. These shares are not included in the above maximum number of shares if all shares available for subscription based on stock options are subscribed.

Performance-based Matching Share Plan

The company had a long-term performance-based matching share plan, which was introduced at the time of the IPO in 2021. The last vesting period ended in 2025 and share rewards were paid in the first half of 2026 to the participating employees.

Events after reporting period

Digital Workforce announced on July 1, 2026 that it has acquired Agentic AI for customer service business from Front AI Oy. The transaction is a business acquisition, whereby the business assets and liabilities, employees and agreements transferred to the company on July 1, 2026. The consideration was EUR 3 million, payable in cash. Of this, EUR 2 million was paid immediately and EUR 1 million in 12 months from the acquisition. In addition, the seller is entitled to a conditional consideration (earn-out) of up to EUR 600,000. The earn-out is based on the profitability of the acquired business in financial year 2027. Annual revenue of the acquired business was EUR 2.9 million in financial year 2025 and EUR 2.6 million in 2024.

EBITDA, adjusted with estimated impacts of group level costs, has been EUR 0.59 million in 2025 and EUR 0.48 million in 2024. After the transaction, Digital Workforce can provide the agentic AI -based customer service as part of the automation of its customers’ processes.

Financial reporting

Digital Workforce Services Plc will publish a business review for January-September on 21 October 2026 at 8:00 EEST.

Financial reports are published in a company release and on the company's website at https://digitalworkforce.com/investors/reports-and-presentations/.

 

Helsinki July 16, 2026

Digital Workforce Services Plc

Board of Directors