Fresenius announces intention to sell approximately 13.4 million shares in Fresenius Medical Care AG, reducing its financial investment to approximately 20 per cent

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Steffi Kim Group Communications Fresenius SE & Co. KGaA Else-Kröner-Straße 1 61352 Bad Homburg Germany T +49 175 3284722 steffi.kim@fresenius.com www.fresenius.com

• Fresenius intends to sell approximately 13.4 million shares in Fresenius Medical Care AG, equivalent to approximately 5 per cent of Fresenius Medical Care's issued share capital, via an accelerated bookbuild offering to institutional investors
• On completion, Fresenius's financial investment in Fresenius Medical Care will reduce from approximately 25 per cent¹ to approximately 20 per cent¹
• The sale continues Fresenius's disciplined, value-oriented reduction of the financial investment; proceeds will be used consistently with the stated capital allocation priorities set out under #FutureFresenius

Fresenius SE & Co. KGaA (XETR: FRE; OTCM: FSNUY) today announced its intention to sell approximately 13.4 million shares in Fresenius Medical Care AG (XETR: FME; NYSE: FMS) through a placing to institutional investors by way of an accelerated bookbuild offering. The placing price will be determined on completion of the bookbuild, and the result will be announced thereafter. The sale would reduce Fresenius's financial investment in Fresenius Medical Care from approximately 25 per cent¹ to approximately 20 per cent¹ of issued share capital.

“With the structured reduction of our stake in Fresenius Medical Care we are creating further capacity to redeploy that capital into our growth platforms. That was the purpose of #FutureFresenius, and it is the foundation REJUVENATE builds on - a more focused Fresenius, with a stronger balance sheet and the strategic flexibility to act on the opportunities in front of us," said Michael Sen, CEO of Fresenius.

The net proceeds will be applied consistent with the stated capital allocation priorities set out under #FutureFresenius.

Since the deconsolidation of Fresenius Medical Care on 30 November 2023, Fresenius has managed its holding as a financial investment and has progressively reduced it, including through participation on a pro-rata basis in Fresenius Medical Care's share buyback program as well as a sale of 7.8 million shares in August this year. Today's placing is a further step in that reduction, supporting Fresenius’ commitment to delivering long-term profitable growth and creating shareholder value.

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Transaction Details

• BNP Paribas, BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft and J.P. Morgan SE are acting as Joint Bookrunners for the placing.
• The bookbuild will commence immediately following this announcement; pricing and allocation are expected to be announced before the opening of Xetra trading on 12 November 2026.
• Fresenius has agreed a lock-up on its remaining Fresenius Medical Care shares of 90 days, subject to customary exceptions.

 
Fresenius (XFRA: FRE, OTC: FSNUY) is a global, therapy-focused healthcare company dedicated to saving and improving human lives around the world. Through Fresenius Kabi and Fresenius Helios, the company delivers system-critical, innovative and affordable healthcare across the full continuum of care: Fresenius Kabi is a leading provider of lifesaving medicines, medical nutrition, and medical technologies for critically and chronically ill patients, reaching around 450 million people each year. Fresenius Helios is Europe’s largest private hospital operator, treating around 27 million patients annually.

With more than 178,000 employees and operating in more than 60 countries, Fresenius generated €22.6 billion in revenue in 2025.

For more information, visit www.fresenius.com and follow Fresenius on LinkedIn.

Fresenius Medical Care AG is an independent, separately listed company (XETR: FME; NYSE: FMS), in which Fresenius SE & Co. KGaA holds a financial investment of approximately 25 per cent¹; Fresenius Medical Care's results are not consolidated in the Fresenius Group's revenue and earnings.

Forward-Looking Statements
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, the availability of financing and unforeseen impacts of international conflicts. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

Correspondence Address
 

Fresenius SE & Co. KGaA	Fresenius Management SE
Registered Office Bad Homburg, Germany	Registered Office Bad Homburg, Germany
Commercial Register Amtsgericht Bad Homburg, HRB 11852	Commercial Register Amtsgericht Bad Homburg, HRB 11673
Chairman of the Supervisory Board Wolfgang Kirsch	Management Board Michael Sen (Chairman), Sara Hennicken, Dr. Marc-Alexander Mahl,  Dr. Michael Moser, Dr. Christian Pawlu  Chairman of the Supervisory Board Wolfgang Kirsch

Securities Information
Fresenius SE & Co. KGaA is listed on the Frankfurt Stock Exchange and is a member of the DAX 40 index. The shares are traded on Xetra, the electronic trading venue of Deutsche Börse, under the ticker FRE.
ISIN: DE000FRE5EN2 ● WKN: FRE5EN

American Depository Receipts
Fresenius SE & Co. KGaA maintains a sponsored Level I American Depositary Receipt programme, traded over the counter in the United States on the OTC Markets platform under the ticker FSNUY, at a ratio of four American Depositary Receipts to one ordinary share. Depositary bank: J.P. Morgan Chase Bank N.A.
ISIN: US35804M1053 ● CUSIP: 35804M105

Contacts
For Media contacts, click here, and to contact Investor Relations, click here.

IMPORTANT NOTICE

This announcement is not a prospectus and does not contain or constitute an offer of securities for sale in or into any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States or anywhere else.

In member states of the European Economic Area ("EEA") and the United Kingdom, this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 ("POATRs") ("Qualified Investors").

In addition, in the UK, this announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order, and (iii) persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

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 for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.

The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.


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