Contact

T +49 (0) 6172 608-7939
timo.lindemann@fresenius.com

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.

Contact

T +49 (0) 6172 608-7939
timo.lindemann@fresenius.com

Documents

Text as PDF document (PDF, 185 KB)

• Fresenius has entered into an agreement to sell approximately 7.8 million shares in Fresenius Medical Care, equivalent to approximately 2.9 per cent of Fresenius Medical Care's issued share capital
• With the transaction Fresenius continues its disciplined, value-oriented reduction of its financial investment
• Increased strategic and financial flexibility to invest in Fresenius’ growth platforms; net proceeds will be used consistently with the stated capital allocation priorities 

Fresenius is taking another consistent step in its #FutureFresenius transformation by further reducing its financial investment in Fresenius Medical Care. Through the sale of 7.8 million shares worth approximately €300 million to selected institutional investors, Fresenius further strengthens its balance sheet and increases its strategic flexibility. The shares sold represent approximately 2.9 per cent of Fresenius Medical Care’s issued share capital.

“With this step, we reduce our financial investment in Fresenius Medical Care and create additional flexibility to redeploy capital into our growth platforms. That is what #FutureFresenius was built for, and it is the foundation Rejuvenate builds on — a more focused Fresenius, with a stronger balance sheet and the ability to act on the opportunities in front of us”, says Michael Sen, CEO of Fresenius.

The net proceeds will reduce Group net debt and be available for future investment.

Since the deconsolidation of Fresenius Medical Care in 2023, Fresenius has managed its holding as a financial investment. In 2025, the company sold a significant amount of its stake in Fresenius Medical Care, marking a major milestone in the #FutureFresenius transformation story. Since then Fresenius has continued to actively manage its stake through the pro rata share sale alongside Fresenius Medical Care’s share buyback programs. 

The transaction announced today represents a further step in this transformation and underscores Fresenius’ commitment to disciplined capital allocation, long-term profitable growth, and sustainable value creation. Fresenius will continue to assess and manage its remaining holding over time subject to market conditions, capital allocation priorities, applicable lock-up arrangements and in line with #FutureFresenius.

# # #

Transaction Details

• Fresenius remains subject to a lock-up on its remaining shares of up to 45 days

• The anticipated book gain in the low to mid double-digit million euro range will be reflected in Fresenius Group’s Q3 2026 results, classified as special item

Fresenius Medical Care stake: Key Events

At the time of the deconsolidation in 2023, Fresenius held 32.2 per cent of Fresenius Medical Care’s share capital. In March 2025, Fresenius raised gross proceeds of approximately €1.1 billion through a combined offering of shares in an accelerated bookbuilding and bonds exchangeable into Fresenius Medical Care shares maturing in 2028. Fresenius retained approximately 28.6 per cent following this first sell-down. In August 2025, Fresenius Medical Care initiated a series of share buyback programs alongside which Fresenius sold shares on a pro rata basis, to approximately maintain its stake. In August 2026, Fresenius placed additional 7.8 million shares with institutional investors. Following this transaction, Fresenius holds approximately 25.0 per cent[1] and remains the largest shareholder.

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.