Sensofusion Plc Press release 23 September 2026 at 8:00 a.m. EEST

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Sensofusion Plc is planning an initial public offering and a listing on the regulated market of Nasdaq Helsinki

Sensofusion Plc (“Sensofusion” or the “Company”) is a Finnish drone detection and counter-drone (“C-UAS”) company that designs, develops and sells software-driven solutions with the aim of protecting humans from autonomous weapons. The Company operates through a full detect-and-defeat ecosystem comprising four stages: the detection of targets using various detection technologies; the integration of detection data into a single situational picture; the presentation of the situational picture to operators and autonomous systems; and the neutralization of threats using a range of methods.

The Company is planning an initial public offering and a listing of its shares on the regulated market of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”). The planned initial public offering is expected to consist of an offering of new shares in the Company (the “New Shares”) for subscription in a share issue (the “Share Issue”). In addition, Haave Oy (the “Principal Owner”) and certain other existing shareholders of the Company are expected to offer for purchase existing shares in the Company (together with the Share Issue, the “Offering”).

Information on the Offering

The contemplated Offering is preliminarily expected to consist of (i) a public offering to private individuals and entities in Finland (the “Public Offering”) and (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally, including in the United States to persons reasonably believed by the Sole Global Coordinator (as defined below) to be qualified institutional buyers as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the “Institutional Offering”). Sensofusion, the Principal Owner, the members of the Board of Directors and the Leadership Team of Sensofusion and other existing shareholders of the Company are expected to be subject to customary lock-up arrangements in connection with the Listing.

The objective of the Offering is to create the conditions for Sensofusion’s strong growth to continue, improve Sensofusion’s financial flexibility and raise awareness of Sensofusion and its brand amongst its customers, potential future employees and investors. These objectives aim to improve Sensofusion’s competitiveness, facilitate its access to the capital markets and broaden its shareholder base to include both domestic and foreign investors, which is expected to increase the liquidity of the Company’s shares. The Listing and the increased liquidity of the Company’s shares are also expected to enable Sensofusion to make better use of its shares in employee remuneration schemes.

Sensofusion preliminarily aims to raise gross proceeds of approximately EUR 300 million through the Share Issue by offering New Shares for subscription. Sensofusion intends to use the proceeds from the Share Issue to finance its growth strategy, including: (i) accelerated R&D investments in the development of proprietary software, detection technologies, countermeasure technologies, AI capabilities and satellite capabilities, (ii) expansion of production and testing capacity in relevant market areas, and (iii) further strengthening of the Company’s balance sheet and financial flexibility.

Elo Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, certain funds managed by OP Fund Management Company Ltd and Varma Mutual Pension Insurance Company (together the “Cornerstone Investors”) have, subject to certain customary conditions being fulfilled, committed to subscribe for shares in the Company amounting to approximately EUR 170 million in total in the contemplated Offering at a pre-money equity value of up to EUR 1,300 million.

Tuomas Rasila, founder, CEO, member of the Board of Directors and the largest shareholder comments:

“People ask why a company that could stay private is going public. I want Sensofusion to outgrow its founder. At the same time I plan to continue as CEO after the planned listing. I equally want more people to be able to join the mission of defending humanity against autonomous weapons. The company is not being sold. It is being taken forward together with our new shareholders.”

Timo Ahopelto, Chair of the Board of Directors comments:

“Sensofusion is a Finnish company that has spent the past ten years developing technology to counter the threats arising from two megatrends: artificial intelligence and robotics. We protect people from autonomous weapons. The listing will enable us to advance this mission at an even faster pace.

Cornerstone investors have committed to subscribing for a total of approximately EUR 170 million of the offering. We are very pleased to partner with these owners.”

About Sensofusion

Sensofusion is an internationally operating Finnish defense equipment manufacturer specialized in C-UAS technology. The Company researches all relevant drone technologies comprehensively, including radio frequency (“RF”) and radar technology and jamming systems, and leverages its extensive detection library in the development of its products. Drone detection refers to detecting, tracking, and identifying a drone in a manner that enables protection and the necessary warning actions. Countering drones, in turn, refers to measures that stop, disrupt, or neutralize a drone’s operation or its intended use, for example through RF jamming or interceptor drones. The Company’s mission is to defend humanity against autonomous weapons. Sensofusion is vertically integrated, meaning that it owns and manages its entire value chain in-house, from research and product development to manufacturing, customer relationships and aftermarket services.

Hundreds of the Company’s Airfence 7 and Airfence Mini products are in operational use worldwide. The Company’s products have demonstrated their operational capability on the battlefield. According to the Company’s management, based on customer feedback and field experience, Sensofusion is one of the only Western suppliers whose products are in use in two conflict zones that are significant for counter-drone purposes, namely Ukraine and the Middle East. In addition, a significant portion of the Company’s products have been sold to customers for the development of peacetime defense capabilities.

In the financial year 2025, 87.2 percent of Sensofusion’s revenue was generated from the EMEA^[1] region, 9.1 percent from North America and 3.7 percent from the rest of the world. Sensofusion’s revenue is not materially tied to active conflicts, and for example, in 2025 only 7 percent of revenue was generated from Ukraine. In the 2025 financial year, revenue was heavily concentrated among defense and security authority customers, which accounted for 98.5 percent of revenue, while civil customers accounted for 1.5 percent.^[2]

Key strengths

Sensofusion’s management considers the following factors to be Sensofusion’s key strengths and competitive advantages:

• strong position in a significantly growing market;
• pioneer in C-UAS innovation;
• direct end-customer relationships and a vertically integrated business model;
• battle-proven performance and a continuous improvement cycle; and
• strong financial profile and value creation roadmap.

Strategy

Sensofusion’s mission is to defend humanity against autonomous weapons. The Company’s strategy is based on the view that drones have permanently changed warfare, and that traditional defense systems alone are not sufficient to respond to the rapidly evolving, cost-effective and numerically growing drone threat. Sensofusion’s aim is to reverse this equation in favor of the defender by developing C-UAS solutions that improve faster than the threat environment changes. According to the view of the Company’s management, in a rapidly evolving market, competitive advantage is created not only by having the best technology today, but by the ability to turn capital, operational feedback and technological expertise into new products and product improvements faster than competitors.

Sensofusion’s growth strategy is based on three key strategic priorities:

1. expanding its integrated detect-to-defeat product portfolio;
2. growing sovereign capabilities via direct customer relationships; and
3. continuing disciplined and profitable scaling.

Financial targets and dividend policy

The financial targets of the Company constitute forward-looking statements that are not guarantees of future financial performance. All of the financial targets presented in this announcement are only targets and are not and should not be considered forecasts or estimates of the Company’s future performance.

The Company’s Board of Directors has set the following financial targets for the Company:

Growth: Increase speed of innovation and continue revenue growth (average annual revenue growth rate (CAGR) between 2024 and the last 12-month period ended 30 June 2026 (LTM): 91.1 percent).

Profitability: Maintain a high-margin business model while investing in product innovation and growth (Operating profit margin for the last 12-month period ended 30 June 2026: 60.8 percent).

According to the Company’s dividend policy, Sensofusion prioritizes reinvestment of profits into innovation and research and product development. Any potential future dividends will take into account the group’s result, financial position and growth financing needs.

Sensofusion’s key figures

The following table sets forth the key figures of Sensofusion for the dates and periods indicated. The column “1 July 2025–30 June 2026” describes the last twelve months (LTM). For key figures describing the balance sheet and other information as at the reporting date, the LTM column shows a dash, as they correspond to the value of the respective key figure as at 30 June 2026:

Advisers

Danske Bank A/S, Finland Branch (“Danske Bank”) has been appointed as the sole global coordinator and bookrunner for the Offering (the “Sole Global Coordinator”). Danske Bank acts as a subscription place in the Offering and in addition, the Company has appointed Nordnet Bank AB (“Nordnet”) to act as the subscription place in the Public Offering. Roschier, Attorneys Ltd. is acting as legal adviser to Sensofusion. White & Case LLP is acting as legal adviser to the Sole Global Coordinator. Miltton Ltd is acting as communications adviser to Sensofusion.

Company presentation event

Sensofusion will organize a company presentation (in Finnish) today, 23 September 2026 at 11 a.m. EEST. Sensofusion’s Chair of the Board of Directors, Timo Ahopelto, Founder-CEO Tuomas Rasila and CFO Maria Alahuhta will speak at the event. Additionally, CRO (Chief Research Officer) Mikko Hyppönen will take part in the Q&A session.

The event can be attended online https://sensofusion.videosync.fi/itf-2026. A recording of the event will be available on Sensofusion’s website at ipo.sensofusion.com.

Contact us

Maria Alahuhta, CFO

Email: maria.alahuhta@sensofusion.com

Important information

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.

The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Sole Global Coordinator assume no responsibility in the event there is a violation by any person of such restrictions.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is only addressed to and is only directed at persons who are outside the United Kingdom or persons who are qualified investors as defined in the Public Offers and Admission to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this announcement relates will be only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

In any other Member State of the European Economic Area (the “EEA”), other than Finland, where Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) is applicable, this announcement is only being distributed to and is only directed at persons in the EEA who are “qualified investors” within the meaning of article 2(e) of the Prospectus Regulation.

Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Sole Global Coordinator is acting exclusively for the Company and the selling shareholder and no one else in connection with the Offering. It will not regard any other person as its respective clients in relation to the Offering and will not be responsible to any other person for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Sole Global Coordinator or any of their respective directors, officers, employees, advisers or agents do not accept any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the completeness, accuracy or truthfulness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this announcement with caution. The forward-looking statements contained in this announcement are based on the views and assumptions of the Company’s management and the facts known by the Company’s management as at the date of the announcement and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own Target Market Assessment with respect to the shares and determining appropriate distribution channels.

1. The EMEA region consists of Europe, Middle East, and Africa. ↑

2. Civil customers include, for example, the public sector, critical infrastructure operators and law enforcement authorities. ↑