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6-K 1 tm2522979d1_6k.htm FORM 6-K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of August 2025

 

Commission file number: 001-32749

 

FRESENIUS MEDICAL CARE AG

(Translation of registrant's name into English)

 

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x                         Form 40-F ¨

 

 

 

 


 

EXHIBITS

 

The following exhibits are being furnished with this Report:

 

Exhibit 99.1   Convenience translation of the disclosure pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) No. 596/2014 and Art. 2 para. 1 of Delegated Regulation (EU) 2016/1052.
     
    This disclosure does not constitute an offer to purchase or a solicitation of any offer to sell any securities. Any such securities may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an applicable exemption from such registration requirements.
     
Exhibit 99.2   Press Release issued on August 11, 2025.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

DATE: August 11, 2025

 

  Fresenius Medical Care AG

 

  By: /s/ Helen Giza
  Name: Helen Giza
  Title: Chief Executive Officer and Chair of the Management Board
     
  By: /s/ Martin Fischer
  Name: Martin Fischer
  Title: Chief Financial Officer and member of the Management Board

 

 

 

EX-99.1 2 tm2522979d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Bad Homburg v.d. Höhe, August 11, 2025

 

Disclosure pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) No 596/2014 and Art. 2 para. 1 of Delegated Regulation (EU) 2016/1052

 

Fresenius Medical Care AG (“FME”) disclosed on June 17, 2025 to conduct a share buyback program. The program is scheduled to commence on August 11, 2025, and to be completed within two years by August 10, 2027 (inclusive). Up to 29,288,814 shares (ISIN DE0005785802, “FME-Shares”) may be repurchased on the stock exchange for a total purchase price (not including ancillary acquisition costs) of EUR 1 billion. The purchase of FME-Shares is based on the authorization granted by the General Meeting on May 20, 2021 (“Authorization”).

 

The repurchased shares are predominantly to be cancelled and the share capital to be reduced accordingly. To a significantly lesser extent, the repurchased shares may be used for allocations under incentive-based compensation plans.

 

The share buyback shall be made in two tranches. Under the first tranche, FME-Shares shall be acquired for a total amount of up to EUR 600 million over a period ending on April 30, 2026 (inclusive) under the following conditions.

 

The buyback shall be carried out in accordance with the safe-harbor-provisions of Art. 5 of Regulation (EU) No 596/2014 in conjunction with the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 with regulatory technical standards on the conditions applicable to buyback programmes and stabilisation measures (“Delegated Regulation (EU) 2016/1052”).

 

A credit institution has been mandated for the first tranche of the buyback. The credit institution makes its trading decisions concerning the timing of the purchases of FME-Shares independently of and without any influence from FME.

 

Pursuant to the Authorization, FME is allowed to acquire FME-Shares until the end of May 19, 2026, in an amount of up to 10 % of the share capital existing at the time of the resolution. Continuation of the share buyback program beyond the current Authorization is subject to the necessary resolutions of FME’s bodies. The amount paid per FME-Share (not including ancillary acquisition costs) may not exceed or fall short of the price of shares of the same class determined by the opening auction in the Xetra trading system (or a functionally equivalent successor to the Xetra system) on the day of trading by more than 10 %.

 

The credit institution will in particular be obligated to carry out the share buyback in compliance with the trading conditions of Art. 3 of Delegated Regulation (EU) 2016/1052. Accordingly, the FME-Shares shall not be purchased at a price higher than the price of the last independent trade or (should this be higher) higher than the current highest independent bid on the trading venue on which the purchase is carried out. In addition, no more than 25 % of the average daily share turnover on the trading venue on which the purchase is made may be purchased on one trading day. The average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date.

 

 

 

The transactions related to the share buyback program will be disclosed in accordance with the requirements of Art. 5 para. 1 lit. b) of Regulation (EU) No 596/2014 no later than by the end of the seventh trading day following the day of execution of such transactions.

 

FME will provide regular information regarding the progress of the share buyback program, including by posting its required disclosures at https://freseniusmedicalcare.com/en/investors/shares/share-buy-back/, and will keep that information available to the public for at least a 5-year period from the date of public disclosure.

 

 

 

EX-99.2 3 tm2522979d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

Press Release

Media contact 

Sven Jacobsen 

T +49 171 28 79 127

sven.jacobsen@freseniusmedicalcare.com

 

Sabine Blessing 

T +49 171 74 81 259

sabine.blessing@freseniusmedicalcare.com

 

Contact for Analysts and Investors 

Ilia Kürten 

T +49 6172 685 966 

Ilia.kuerten@freseniusmedicalcare.com

 

www.freseniusmedicalcare.com

 

Fresenius Medical Care announces first tranche of its share buyback program of up to EUR 600 million as part of its new capital allocation framework

 

· Total volume of the initial share buyback is up to EUR 1 billion over two years

· Share buyback to take place until August 10, 2027

 

Bad Homburg (August 11, 2025) – Fresenius Medical Care (FME), the world’s leading provider of products and services for individuals with renal diseases, announced the launch of the first tranche of its initial EUR 1 billion share buyback, which is part of its new capital allocation framework as presented at its Capital Markets Day on June 17. Today, the first tranche of up to EUR 600 million was initiated, which is planned to be completed at the latest by April 30, 2026.

 

“With the share buyback program, we are rapidly implementing an important component supporting our new FME Reignite strategy. The new program relates to initial share buybacks totaling EUR one billion over two years. This underscores our goal of reigniting value creation for shareholders and enables our shareholders to participate in the strength of our company,” said Helen Giza, CEO of Fresenius Medical Care.

 

“The implementation of regular share buybacks in addition to a consistent dividend policy is part of our new capital allocation framework,” stated Martin Fischer, CFO of Fresenius Medical Care.

 

FME will provide regular updates on the progress of the share buyback program at https://freseniusmedicalcare.com/en/investors/shares/share-buy-back/.

 

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About Fresenius Medical Care:

Fresenius Medical Care is the world's leading provider of products and services for individuals with renal diseases of which around 4.2 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,676 dialysis clinics, Fresenius Medical Care provides dialysis treatments for approx. 300,000 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

 

For more information visit the company’s website at www.freseniusmedicalcare.com.

 

Disclaimer:

This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to various factors, including, but not limited to, changes in business, economic and competitive conditions, legal changes, regulatory approvals, results of clinical studies, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care’s reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care does not undertake any responsibility to update the forward-looking statements in this release.

 

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