MFE-MediaForEurope

MFE-MediaForEurope, the holding company that brings together Mediaset in Italy, Mediaset España and ProSiebenSat.1 in the German-speaking markets, reported consolidated net revenues of EUR 4,031.1 million for the financial year ended 31 December 2025, up 37% on EUR 2,949.5 million in 2024. Group net profit was EUR 300.7 million against EUR 137.9 million a year earlier. The comparison is dominated by a single event: the acquisition of control of ProSiebenSat.1 Media SE on 16 September 2025, which triggered line-by-line consolidation of the German broadcaster from the fourth quarter and added EUR 1,170.0 million to reported revenues.

Without the ProSiebenSat.1 effect, the underlying trajectory is less flattering. On a like-for-like basis, Italy and Spain only, matching the 2024 perimeter, consolidated net revenues fell 3.0% to EUR 2,861.9 million, advertising revenues fell 2.9% to EUR 2,615.3 million, and operating profit fell 61% to EUR 138.1 million. Group free cash flow on the same basis was EUR 290.3 million, down from EUR 343.3 million. The cash-generating core of the business weakened in 2025; the transformation story is what obscures it.

MFE is now the largest free-to-air commercial broadcaster in Europe by geographic footprint, with operations in Italy, Spain, Germany, Austria, Switzerland and, through an associate stake taken on 10 March 2026, Portugal. It is fiscally resident in Italy and registered in the Netherlands. Voting control rests with Fininvest S.p.A., the holding company of the Berlusconi family, which holds 33.4% of total shares but 50.6% of the high-voting MFE B class. The pan-European strategy sits inside a firmly Italian ownership structure.

MFE-MediaForEurope, key financial indicators

Source: MFE Group Annual Report 2025. Consolidated financial statements audited by Deloitte Accountants B.V. USD conversions based on ECB annual average for 2025 (EUR 1 = USD 1.097) and are indicative.

Revenue and operating profit by geographic segment, FY2025

Source: MFE Group Annual Report 2025, Note 6 (Segment Reporting). Germany figures reflect three months of ProSiebenSat.1 consolidation (October–December 2025) only.

MFE-MediaForEurope’s principal media assets

Source: MFE Group Annual Report 2025

Signals

Signal one: the ProSiebenSat.1 acquisition is the transformational event of 2025, but the integration is not yet visible in the financials

MFE launched a voluntary takeover offer for ProSiebenSat.1 on 26 March 2025, starting from an existing 30.14% stake (30.95% of voting rights) held through prior market purchases. A competing partial takeover bid from PPF Group, launched on 12 May 2025, did not prevent MFE from reaching a controlling position: P7S1 shareholders representing 41.93% of the German company’s share capital tendered into the revised MFE offer, and PPF also tendered its 15.68% stake. On 16 September 2025 MFE settled the offer as controlling shareholder with 75.61% of ProSiebenSat.1’s capital and 75.67% of the voting rights. ProSiebenSat.1 has been fully consolidated in the MFE group accounts from 30 September 2025, contributing to reported numbers for Q4 only. The transaction added EUR 1,790.3 million of provisional goodwill to the MFE balance sheet. MFE’s total workforce more than doubled from 5,194 to 11,798, of which 6,606 employees belong to ProSiebenSat.1. On 7 November 2025 ProSiebenSat.1 entered into a EUR 2,100 million financing package with an international bank syndicate, comprising a EUR 1,400 million term loan and a EUR 400 million revolving credit facility (both maturing in September 2030) and a EUR 300 million bridge financing; the facilities are non-recourse at MFE level and were secured by MFE in connection with the takeover offer to allow existing lenders to exercise their right to withdraw under change-of-control clauses.

Signal two: the underlying Italian and Spanish business was weakening even before the German acquisition

On a like-for-like perimeter, Italy and Spain excluding ProSiebenSat.1, consolidated net revenues fell from EUR 2,949.5 million to EUR 2,861.9 million, a 3.0% decline. Net advertising revenues in Italy were down 0.8% at EUR 1,935.5 million; net advertising revenues in Spain were down 8.5% at EUR 679.8 million. Italy’s operating profit of EUR 61.1 million in 2025 (versus EUR 209.4 million in 2024) and Spain’s EUR 76.9 million (versus EUR 146.3 million) suggest that both markets were under real commercial pressure. The Italian classic advertising market contracted by 1.5% overall, with television advertising down 1.8%; the Spanish classic advertising market grew only 0.9% in aggregate, and television advertising fell 9.4%. The group attributes part of the operating-profit decline to EUR 78.3 million of non-recurring costs (EUR 7.5 million in offer-related costs at EBIT level plus restructuring and lay-off provisions), and adjusting for these brings like-for-like operating profit to EUR 216.4 million, still well below the 2024 figure. The operating trajectory in the domestic markets was negative before ProSiebenSat.1, and the German acquisition now has to deliver enough earnings growth to offset that.

Signal three: a single family holding controls Europe’s largest commercial free-to-air broadcaster

Fininvest S.p.A., the Berlusconi family holding company, holds 33.400% of MFE’s total share capital. Under the two-class share structure in place since 2021, Fininvest holds 50.57% of the high-voting MFE B class (ten votes per share) and 24.77% of the ordinary MFE A class (one vote per share). Vivendi S.E., the French group that entered the MFE capital after a long-running dispute, holds 3.09% of total capital; a further 12.83% is held through Simon Fiduciaria S.p.A. under the terms of the July 2021 global settlement between Mediaset, Fininvest and Vivendi, and is being progressively released onto the market. Pier Silvio Berlusconi sits as CEO, and Marina Berlusconi and Danilo Pellegrino, both directors of Fininvest, sit on the MFE Board. The group’s chairman, Fedele Confalonieri, has been close to the Berlusconi family for more than five decades. In organisational terms, MFE is a public company listed on Euronext Milan and the Spanish exchanges; in control terms, it is a family-owned enterprise. The scale of the media assets now under that control, three national broadcasters in three of Europe’s largest economies, a cross-border advertising platform (MFE Advertising) whose owned and third-party media portfolio across 16 European countries offers potential reach of more than 450 million people, and, from March 2026, an associate stake in Portugal’s oldest listed media group, represents a concentration of commercial media ownership with few parallels in the European Union.

Signal four: the Portugal investment reopens a political conversation about media concentration

On 10 March 2026 MFE subscribed to a reserved capital increase in Impresa—Sociedade Gestora de Participações Sociais, S.A., acquiring 32.934% of the Portuguese group’s share capital and voting rights for approximately EUR 17.3 million, issued at EUR 0.21 per share (the volume-weighted average for the six months to 15 October 2025). Impreger, the Balsemão family holding company, retains 33.738% and formal control of Impresa; free float is 33.328%. Francisco Pedro Balsemão becomes Chairman and CEO of Impresa, and MFE has appointed three directors to its Board, one of whom will sit on the Supervisory Committee. Impresa is the operator of SIC (Portugal’s leading private free-to-air television channel) and publisher of the weekly newspaper Expresso. The broader editorial question is what happens to a country’s leading commercial broadcaster and a politically significant weekly newspaper when it enters a partnership with the Berlusconi family’s holding company.

Signal five: digital and audio are growing inside a declining linear business

Two numbers from inside the Italian operation describe the transition. Total time spent on Mediaset Infinity, the group’s streaming platform, reached approximately 1 billion hours in 2025, up from approximately 400 million hours in 2022. The paid subscription base for Mediaset Infinity’s SVOD tiers remained stably above one million. In radio, Mediaset’s acquisition on 9 December 2025 of a further 68.76% of Genetiko Communication S.p.A., owner of Radio Norba, a leading broadcaster in southern Italy, for EUR 14.7 million takes its total stake to 83.76% and makes Radio Mediaset the leading Italian radio group by audience share, with 42.9% average daily reach. In Germany, ProSiebenSat.1’s Joyn streaming platform recorded 8.7 million monthly video users across 2025 (up 23% year on year) and 55.2 billion minutes of viewing time (up 37%). Linear TV audience shares also held up: Mediaset networks in Italy delivered a 37.6% total-audience share and a 40.2% share of the commercial target group (15-64) across the 24-hour day, their third consecutive year of total-audience leadership; Mediaset España delivered 24.3% and 26.8% on the same measures. The linear business is not in freefall, but advertising monetisation of that audience is falling faster than audience itself, and the editorial question for the group is whether the digital infrastructure being built around it (Mediaset Infinity, Joyn, the enlarged radio network, the MFE Advertising cross-border sales platform) can replace revenues fast enough to offset the structural contraction of linear TV advertising.

Outlook

Management describes 2026 as a transitional year, with objectives set in terms of improved operating profitability and improved free cash flow generation on a consolidated basis, that is, with a full twelve months of ProSiebenSat.1. Early indications from Q1 and the first five months suggest positive momentum in Italy and gradual recovery in Spain and Germany, against a backdrop of continued geopolitical uncertainty and the June FIFA World Cup. The strategic frame is now explicit: MFE is attempting to build a European commercial broadcasting platform at a scale capable of competing with global streaming and digital advertising players. The 2025 accounts represent the first year in which that ambition has been reflected in the group’s financial perimeter; they do not yet show whether it will work.

Sources: MFE-MediaForEurope N.V., Annual Report 2025, authorised for issue by the Board of Directors on 15 April 2026, to be submitted for adoption to the Shareholders’ Meeting on 24 June 2026. Consolidated financial statements audited by Deloitte Accountants B.V. Supplementary data: MFE IR press releases (16 September 2025, 10 March 2026), MFE–Impresa investment announcement, Consob and CMVM regulatory filings.