EQS-Adhoc: Circus SE resolves capital increase from authorized capital and launches accelerated bookbuild offering

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Circus SE resolves capital increase from authorized capital and launches accelerated bookbuild offering

Munich, Germany, 9 December 2025 - The Board of Directors (Verwaltungsrat) of Circus SE today resolved to implement a capital increase partially utilizing the existing Authorized Capital 2025 and excluding existing shareholders' subscription rights. The share capital of Circus SE is to be increased by up to EUR 2,418,820.00 representing around 10% of the current share capital. The capital increase will be effected against cash contributions by issuing up to 2,418,820 new ordinary bearer shares (the "new shares"). As a result, Circus SE's share capital will be increased from EUR 24,188,202.00 to up to EUR 26,607,022.00 if all new shares are issued.

The new shares are to be offered to qualified investors by means of a private placement using an accelerated bookbuilding process exempt from the requirement to publish a prospectus under Regulation (EU) 2017/1129, which will be launched immediately following this announcement and may be concluded at short notice.

As part of the transaction, Circus SE has agreed to a 90 day lockup, subject to customary exceptions. Furthermore, existing shares held by founders, shareholders and members of the Board of Directors and the Management Board amounting to around two-thirds of the current share capital are subject to lockup periods until 23 September 2028.

Nikolas Bullwinkel, Circus SE CEO, Fabian Becker, Circus SE CFO and certain other members of the Board of Directors and existing shareholders have provided irrevocable commitments to subscribe new shares in the capital increase.

The number of new shares to be issued and the placement price will be determined after completion of the accelerated bookbuilding process and are expected to be announced on 10 December 2025. Inclusion of trading of the new shares on the Regulated Unofficial Market (Freiverkehr) of the Munich Stock Exchange (Börse München) is expected to take place on or about 15 December 2025. Delivery of the new shares against payment of the placement price is expected to occur also on 15 December 2025.

The net proceeds from the capital increase are to be used to accelerate high-volume production and deliveries of its Embodied AI system CA-1 to its global client base and for general corporate purposes. The additional growth capital from the capital increase is expected to result in an acceleration of top line growth in the next 12 months.

Cantor acts as sole global coordinator and joint bookrunner and Baader acts as joint bookrunner in connection with the private placement.

Contact

Circus SE
St.-Martin-Straße 112
81669 München
press@circus-group.com

Important information

This announcement may not, directly or indirectly, be published, distributed or transmitted, either in full or in part, in the United States of America (including its territories and possessions) ("United States" or "U.S."), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person Germany, the United States of America or in any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offer of securities will be made in the United States of America or in any other jurisdiction. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.

In member states of the European Economic Area ("EEA"), any offer of the securities referred to herein will only be made to qualified investors or pursuant to another exemption under Regulation (EU) 2017/1129, as amended (Prospectus Regulation) from the requirement to publish a prospectus for offers of securities. Circus SE has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Circus SE or any other person to publish or supplement a prospectus for such offer.

In the United Kingdom, this announcement is directed at and/or for distribution only to persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom this release may otherwise be lawfully communicated (all such persons together, the “Relevant Persons”) . This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will only be made pursuant to an exemption under Section 86 of the Financial Services and Markets Act 2000 from the requirement to publish a prospectus for offers of securities. Circus SE has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Circus SE or any other person to publish or supplement a prospectus for such offer.

Where this disclosure contains guidance, expectations or statements, estimates, opinions, or forecasts regarding the likely future performance of Circus SE (“Forward-looking Statements”), these are based on the current views and assumptions of the Circus SE management made to the best of its knowledge. Forward-looking statements can be identified by the use of terminology such as “believe,” “estimate,” “anticipate,” “expect,” “intend,” “will,” or “should,” as well as their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking Statements reflect various assumptions drawn from Circus SE’s current business plan or from public sources that have not been independently verified or assessed by Circus SE and that may or may not prove to be correct. Forward-looking Statements are subject to known and unknown risks, uncertainties, and other factors that may cause the results of operations, profitability, performance, or results of Circus SE, or the success of the sectors in which Circus SE operates, to be materially different from the results of operations, profitability, performance, or results expressly or implicitly assumed or described in these Forward-looking Statements. In view of these risks, uncertainties, and other factors, persons who receive this document are advised against relying on these Forward-looking Statements. Circus SE accepts no liability or guarantee for such Forward-looking Statements. Circus SE will not update the information, forward-looking statements or conclusions contained in this release to reflect subsequent events or circumstances, or to correct inaccuracies that may arise after the date of this release as a result of new information, future developments or otherwise, and does not undertake any obligation to do so.

Pursuant to EU product governance requirements, the new shares have been subject to a product approval process, under which each distributor has determined that such new 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; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

2242672  09-Dec-2025 CET/CEST