6-K
Fresenius Medical Care AG (FMS)
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 April 2026
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^(1)^
The following exhibits are being furnished with this Report:
^1^ Exhibits 99.1 through 99.4 furnished with this report are English convenience translations of the respective binding German versions of such documents and have also been posted on the Company’s website at www.freseniusmedicalcare.com/en/investors/agm.
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: April 14, 2026
| 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 |
Exhibit 99.1
Fresenius MedicalCare AGHof (Saale)
ISIN: DE0005785802// WKN: 578580ISIN: US3580291066 // CUSIP: 358029106
Invitation tothe Annual General Meeting
We hereby invite our shareholders to the Annual General Meeting of Fresenius Medical Care AG (hereinafter also “Company”). The General Meeting will be held as an in-person meeting on **Thursday, 21 May 2026, at 10:00 hours Central European Summer Time (CEST)**at the Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany.
| I. | Agenda |
|---|---|
| 1. | Presentation of the adopted annual financial statements and the approved consolidated financial statements, the management reports for Fresenius Medical Care AG and the group, the explanatory report by the Management Board on the information pursuant to Sections 289a, 315a of the German Commercial Code (Handelsgesetzbuch) and the report by the Supervisory Board of Fresenius Medical Care AG for fiscal year 2025 |
| --- | --- |
The aforementioned documents are available from the time the General Meeting is convened on the Company’s website at:
www.freseniusmedicalcare.com/en/agm
The aforementioned documents will also be available for inspection by shareholders at the General Meeting and will be explained in more detail there.
The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. Therefore, the annual financial statements are adopted in accordance with Section 172 German Stock Corporation Act (Aktiengesetz – “AktG”). In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.
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| 2. | Resolution on the allocation of distributable profit |
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The Management Board and the Supervisory Board propose to allocate the distributable profit of Fresenius Medical Care AG for fiscal year 2025 as reported in the annual financial statements as follows:
| Payment of a dividend of EUR 1.49 for each of the 279,288,885 shares entitled to dividend | EUR | 416,140,438.65 |
|---|---|---|
| Profit<br> carried forward to new account | EUR | 2,184,449,959.15 |
| Distributable<br> profit | EUR | 2,600,590,397.80 |
The proposal for the allocation of distributable profit takes into account the 14,124,564 treasury shares held directly or indirectly by the Company on 31 December 2025, which are not entitled to dividend in accordance with Section 71b AktG. As the number of shares of the Company entitled to dividend for fiscal year 2025 will change until the General Meeting due to the ongoing share buyback program, the General Meeting will be presented with a proposal that will be adjusted accordingly with an unchanged dividend of EUR 1.49 for each share entitled to dividend and accordingly adjusted amounts for the dividend sum and the profit carried forward to new account.
Payment of the dividend is due on 27 May 2026.
| 3. | Resolution on the approval of the actions of the members of the Management Board of Fresenius Medical Care AG for fiscal year 2025 |
|---|
The Management Board and the Supervisory Board propose to approve the actions of the members of the Management Board of Fresenius Medical Care AG in fiscal year 2025.
| 4. | Resolution on the approval of the actions of the members of the Supervisory Board of Fresenius Medical Care AG for fiscal year 2025 |
|---|
The Management Board and the Supervisory Board propose to approve the actions of the members of the Supervisory Board of Fresenius Medical Care AG in fiscal year 2025.
| 5. | Election of the auditor and group auditor for fiscal year 2026, the auditor of the sustainability reporting for fiscal year 2026 as well as the auditor for the potential review of the half-year financial report for fiscal year 2026 and other interim financial information |
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The Supervisory Board – based on the recommendation of its Audit Committee (Prüfungsausschuss) – proposes to resolve as follows:
| 5.1 | PricewaterhouseCoopers<br> GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, is elected |
|---|---|
| – | as<br> auditor and group auditor for fiscal year 2026, |
| --- | --- |
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| – | as<br> auditor for the potential review of the half-year financial report and other interim financial<br> information for fiscal year 2026 prepared after the Annual General Meeting 2026, and |
|---|---|
| – | as<br> auditor for the potential review of interim financial information for fiscal year 2027 prepared<br> prior to the Annual General Meeting 2027. |
| --- | --- |
The Audit Committee stated that its recommendation is free from undue influence by a third party and that no clause restricting the choice in the meaning of Art. 16(6) of the Regulation (EU) No. 537/2014 of the European Parliament and the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation) has been imposed upon it.
| 5.2 | PricewaterhouseCoopers<br> GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, is elected as auditor of the<br> sustainability reporting for fiscal year 2026. |
|---|
The auditor of the sustainability reporting is elected as a matter of precaution in case the German legislator, in implementing Art. 37 of the Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 (EU Statutory Audit Directive) in the version of the Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 on corporate sustainability reporting (EU Corporate Sustainability Reporting Directive), should require an explicit election of this auditor by the General Meeting, i.e., the German implementation law should not provide for the audit of the sustainability reporting by the (statutory) auditor anyway.
| 6. | Resolution on the approval of the compensation report for fiscal year 2025 |
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The Management Board and the Supervisory Board of listed companies must annually prepare a compensation report in accordance with Section 162 AktG and submit the compensation report to the General Meeting for approval pursuant to Section 120a(4) AktG.
The compensation report of the Company for fiscal year 2025 was reviewed by the auditor pursuant to Section 162(3) AktG to determine whether the statutorily required disclosures pursuant to Section 162(1) and (2) AktG were made. In addition to the statutory requirements, the content of the compensation report was also reviewed by the auditor on a voluntary basis. A corresponding auditor’s report on the compensation report is attached to the compensation report.
The compensation report for fiscal year 2025 including the auditor’s report is available on the Company’s website at:
www.freseniusmedicalcare.com/en/agm
and will continue to be available there during the General Meeting.
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The Management Board and the Supervisory Board propose to approve the compensation report for fiscal year 2025, prepared and audited in accordance with Section 162 AktG.
| 7. | Resolution on the authorization to purchase and use treasury shares pursuant to Section 71(1) No. 8 AktG and on the exclusion of subscription rights |
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The authorization granted by the Annual General Meeting on 20 May 2021, and by the Extraordinary General Meeting on 14 July 2023, to purchase and use treasury shares for specific purposes ends upon the expiration of 19 May 2026. In order to enable the Company to purchase and use treasury shares also in the future, this authorization shall be renewed for a period of five further years in accordance with the well-established practice of large listed companies.
The Management Board and the Supervisory Board therefore propose the following resolution:
| a) | The Company<br> is authorized until the expiration on 20 May 2031 to purchase treasury shares up to<br> a maximum amount of 10% of the share capital existing at the time of this resolution. The<br> shares acquired, together with other treasury shares held by the Company or attributable<br> to the Company pursuant to Sections 71a et seqq. AktG, must at no time exceed 10% of<br> the share capital. The authorization must not be used for the purpose of trading in treasury<br> shares. |
|---|---|
| b) | Subject to<br> the decision of the Management Board, the purchase will be effected either (i) on the<br> stock exchange or via a multilateral trading facility within the meaning of Section 2(6) German<br> Stock Exchange Act (Börsengesetz – “BörsG”) (“MTF”)<br> or (ii) by way of a public tender offer respectively a public invitation to shareholders<br> to submit an offer for sale. |
| --- | --- |
| aa) | If and<br> to the extent shares are purchased on the stock exchange or an MTF, the share price paid<br> by the Company (not including incidental acquisition costs) must not be more than 10% above<br> or more than 20% below the market price for shares of the Company of the same class determined<br> by the opening auction in the Xetra trading system (or a comparable successor system) on<br> the respective trading day. |
| --- | --- |
| bb) | If shares<br> are acquired by way of a public tender offer or a public invitation to shareholders to submit<br> an offer for sale, the purchase price offered or the limits of the purchase price range per<br> share (not including incidental acquisition costs) must not be more than 10% above or more<br> than 20% below the average trading price of shares of the same class determined by the closing<br> auction in the Xetra trading system (or a comparable successor system) on the three stock<br> exchange trading days preceding the date of the publication of the public tender offer or<br> public invitation to shareholders to submit an offer for sale. If, following the announcement<br> of a public tender offer or a public invitation to submit an offer for sale, there are significant<br> changes in the relevant stock price, the offer or the invitation to shareholders to submit<br> an offer for sale may be adjusted. In this case, the average trading price of the three stock<br> exchange trading days prior to the publication of any such adjustment will be the relevant<br> reference stock price. The public tender offer or the invitation to submit an offer for sale<br> may provide for further conditions. If the total volume of the shares made available following<br> a public tender offer exceeds the envisaged repurchase volume or in case of an invitation<br> to submit an offer for sale not all such offers are accepted, the acquisition then must be<br> effected on a pro-rata basis in accordance with the ratio of shares tendered (tender ratio).<br> Preference may be given to accepting small quantities of up to 100 shares per shareholder. |
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| c) | The Management<br> Board is authorized to use treasury shares purchased on the basis of this authorization or<br> any other earlier authorization for any purpose legally permissible and in particular for<br> the following purposes: |
|---|---|
| aa) | The shares<br> may be redeemed without the redemption or its execution requiring any further resolution<br> by the General Meeting. The redemption may be restricted to a portion of the purchased shares.<br> The share capital shall be reduced by the amount attributable to the redeemed shares. The<br> shares may also be redeemed in a simplified procedure without a capital reduction by way<br> of adjusting the calculated pro-rata amount of the Company's share capital represented by<br> the remaining non-par value shares. If the redemption is made by way of the simplified procedure,<br> the Management Board is authorized to modify the number of the non-par value shares in the<br> Company's Articles of Association accordingly. |
| --- | --- |
| bb) | The Management<br> Board is authorized to sell treasury shares also in other ways than a sale on the stock exchange,<br> an MTF or an offer to all shareholders, also by way of an invitation to submit an offer,<br> provided that the shares are sold for cash and at a price that does not significantly fall<br> short of the stock market price of shares of the Company that are subject to the same terms<br> at the time of the sale. In this case, the total number of shares to be sold is limited to<br> 10% of the share capital existing at the time the resolution of the General Meeting on this<br> authorization is passed or – if the corresponding share capital is lower – at<br> the time the authorization is exercised. If, during the term of this authorization until<br> its utilization, other authorizations regarding the issuance or the sale of the Company's<br> shares or regarding the issuance of rights that allow for or oblige to subscribe the Company’s<br> shares are exercised and thereby subscription rights are excluded in direct, analogous or<br> corresponding application of Section 186(3) sentence 4 AktG, such exclusion of<br> subscription rights will be taken into account when calculating the aforementioned 10% limit. |
| --- | --- |
| cc) | The Management<br> Board is furthermore authorized to sell treasury shares to third parties against contributions<br> in kind, in particular in the context of the acquisition of companies, parts of companies<br> or also interests in companies as well as mergers of companies and the acquisition of other<br> assets (including receivables). |
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| dd) | The Management<br> Board is also authorized to award treasury shares to employees of the Company and of companies<br> affiliated with the Company, including members of the management of affiliated companies,<br> and use them to service options or obligations to purchase shares of the Company or variable<br> compensation components related to shares of the Company granted to employees of the Company<br> or of companies affiliated with the Company as well as to members of the management of affiliated<br> companies, e.g. in the context of stock option programs or employee benefit schemes. |
|---|---|
| ee) | In addition,<br> the Management Board is authorized to use treasury shares to service bonds carrying warrant<br> and/or conversion rights or conversion obligations that have been or will be issued by the<br> Company or companies affiliated with the Company pursuant to Section 17 AktG. |
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| d) | The Supervisory<br> Board is authorized to use shares purchased on the basis of this or a prior authorization<br> for the servicing of options or obligations to purchase shares of the Company or variable<br> compensation components relating to shares of the Company which were or will be granted to<br> members of the Management Board, e.g. in the context of stock option plans. |
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| e) | The authorizations<br> under lit. c) and lit. d) also include the use of shares of the Company acquired pursuant<br> to Section 71d sentence 5 AktG. |
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| f) | The above<br> authorizations may be exercised once or several times, in full or in part and individually<br> or together, while the authorizations under lit. c) bb) to ee) may also be exercised by dependent<br> companies or companies that are majority-owned by the Company, or by third parties acting<br> for their account or for the account of the Company. |
| --- | --- |
| g) | Shareholders’<br> subscription rights for these treasury shares are excluded insofar as these shares are used<br> according to the aforementioned authorizations under lit. c) bb) to ee) and lit. d) or as<br> far as this is necessary to exclude fractional amounts in case of a sale of shares to all<br> shareholders. The above authorizations to exclude subscription rights of shareholders may<br> only be exercised to the extent that the pro-rata amount of the overall shares excluded from<br> subscription does not exceed 10% of the share capital at the time of the resolution of the<br> General Meeting or at the time the authorizations are exercised. If, during the term of this<br> authorization to use treasury shares, other authorizations regarding the issuance or the<br> sale of the Company’s shares or regarding the issuance of rights that allow for or<br> oblige to subscribe the Company’s shares are exercised and thereby subscription rights<br> are excluded, such exclusion of subscription rights will be taken into account when calculating<br> the aforementioned 10%-limit. Any right of shareholders to tender shares in the event that,<br> in the case of a public tender offer or a public invitation to shareholders to submit an<br> offer for sale, the number of shares tendered or offered exceeds the intended repurchase<br> volume and acceptance takes place on a quota basis, is excluded in accordance with lit. b)<br> bb) with regard to the preferential acceptance of smaller numbers of shares of up to 100<br> shares per offering shareholder to the extent that this is necessary for technical processing<br> or to avoid uneconomic numbers of residual shares. |
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In connection with the authorization to purchase and utilize treasury shares with the possibility to exclude subscription rights proposed under this agenda item 7, the Management Board submits under section II of this convening a written report on the reasons for which the Company shall be authorized to exclude shareholders’ subscription rights in certain cases when using treasury shares (Section 186(4) sentence 2, Section 71(1) No. 8 sentence 5 AktG). The report will be available on the Company’s website at
www.freseniusmedicalcare.com/en/agm
from the date of the notice convening the General Meeting and also during the General Meeting.
| II. | Annexes and further information on the agenda items |
|---|
Writtenreport by the Management Board regarding agenda item 7
The Management Board hereinafter reports on the renewal of the authorization to purchase and use treasury shares with the possibility to exclude subscription rights as proposed under agenda item 7 of the Annual General Meeting 2026.
The existing authorization to acquire and use treasury shares of up to 10% of the share capital was resolved by the Annual General Meeting on 20 May 2021. In connection with the change in the Company’s change of legal form from a partnership limited by shares (Kommanditgesellschaftauf Aktien) into a stock corporation (Aktiengesellschaft), the Extraordinary General Meeting on 14 July 2023 resolved that this authorization, upon the effectiveness of the change of legal form, shall continue to apply in favor of the Company’s Management Board (instead of the former general partner) and the Company’s Supervisory Board (instead of the supervisory board of the former general partner) and shall be otherwise unchanged in content.
Based on the existing authorization, the Company commenced a share buyback program on 11 August 2025. Under this share buyback program, up to 29,288,814 shares of the Company may be repurchased on the stock exchange within two years after the program’s start for a total purchase price of EUR 1 billion (not including ancillary acquisition costs). The shares shall be acquired in two tranches. From 11 August 2025 up to and including 29 December 2025, the Company has acquired a total of 14,124,564 shares for a total of approximately EUR 586 million in a first tranche. From 12 January 2026 up to and including 8 May 2026, shares for a total of approximately EUR 414 million are intended to be acquired in a second tranche. The second tranche has not been completed at the time of the notice convening the General Meeting. As at 31 December 2025, the holding of treasury shares amounted to approximately 4.81% of the Company’s share capital. Further information on the share buyback program is available at:
www.freseniusmedicalcare.com/en/investors/shares/share-buy-back/
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The authorization to purchase and use treasury shares granted by the Annual General Meeting on 20 May 2021, and the Extraordinary General Meeting on 14 July 2023, ends upon the expiration of 19 May 2026.
To ensure to be able to purchase and use treasury shares in the interest of the Company and its shareholders also in the future, the Management Board and the Supervisory Board propose to the General Meeting under agenda item 7 to grant a new authorization to purchase and use treasury shares. In order to ensure maximum flexibility in the handling of treasury shares, this authorization shall again be granted for a period of five years, i.e. until 20 May 2031.
The acquisition of treasury shares can be executed (i) by way of a purchase via the stock exchange or via a multilateral trading facility within the meaning of Section 2(6) BörsG (“MTF”), or (ii) by means of a public tender offer by the Company addressed to all its shareholders or an invitation to all shareholders to submit offers for sale. In the event of the last two acquisition scenarios, the shareholders can decide themselves how many shares – and in case a price range is fixed also at what price – they want to offer to the Company. In any case, the Management Board will respect the principle of equal treatment of all shareholders provided for under German stock corporation law in accordance with Section 53a AktG when acquiring treasury shares. The proposed acquisition scenarios via the stock exchange, an MTF, a public tender offer made to all shareholders or by means of an invitation to submit offers for sale all take account of that principle.
In the event of an acquisition by way of a public tender offer or a public invitation to submit offers for sale, the purchase price offered or the limits of the purchase price range per share (excluding incidental acquisition costs (Erwerbsnebenkosten)) must not be more than 10% above or more than 20% below the average trading price of shares of the Company in the Xetra trading system (or a comparable successor system) on the three exchange trading days preceding the date of the publication of the offer or public invitation to submit an offer for sale. If significant changes from the relevant price occur after the publication of a tender offer or public invitation to submit an offer for sale, it will be possible to adjust the offer or invitation to submit such an offer, with such adjustment being based on the relevant average price on the three exchange trading days prior to the publication of any such adjustment. The tender offer or invitation to submit an offer may be subject to further conditions.
If in the event of a public tender offer or an invitation to submit offers for sale the total volume of shares offered or tendered exceeds the volume of shares intended to be bought back, the Company will accept those shares on a pro-rata basis. However, it is possible to provide for a preferential acceptance of smaller numbers of shares of up to 100 shares per offering shareholder. This option is designed on the one hand to avoid having small numbers of residual shares, which tend to be uneconomical and may lead to de facto discrimination against small shareholders. It also helps simplify the technical execution of the purchase process. Finally, provision is to be made in all instances to allow rounding off in accordance with proven commercial practice to avoid arithmetical fractional shares. In this respect, the purchase quota and/or the number of shares to be purchased by the individual shareholder accepting the offer can be rounded off, in accordance with commercial practice, as necessary to represent the purchase of whole shares in the processing system. In the aforementioned cases, it is necessary to exclude any further right to tender shares, and the Management Board is convinced that such exclusion is justified and reasonable vis-à-vis shareholders, for the reasons specified above.
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The shares acquired on the basis of this or a prior authorization may be used for all purposes permitted by law, in particular for the following purposes:
The proposed authorization entitles the Management Board to partially or entirely redeem treasury shares bought back and to reduce the Company’s share capital by the amount attributable to the redeemed shares, in accordance with common practice among large, listed German companies, without a further resolution of the General Meeting being required. The shares may also be redeemed without a capital reduction pursuant to Section 237(3) No. 3 AktG (so-called simplified procedure). If the shares are redeemed without a capital reduction, the pro-rata amount of the remaining shares in terms of their share in the Company’s share capital increases (Section 8(3) AktG). In this case the Management Board shall be authorized to amend the Company’s Articles of Association to account for the modified number of non-par value shares.
Furthermore, it is intended to enable the Management Board by way of the authorization to sell treasury shares of the Company also in ways other than via the stock exchange, an MTF or by means of an offer made to all shareholders, against payment in cash and with the exclusion of subscription rights. Thus, the Company will be enabled to react swiftly and flexibly to favorable market situations. Moreover, it will be possible to attract additional domestic and foreign investors by selling shares, for example to institutional investors. To account for the protection of the shareholders from dilution, the aforementioned use pursuant to Section 186(3) sentence 4 AktG is subject to the condition that treasury shares may only be sold at a price which is not significantly lower than the relevant stock exchange price at the time when the shares are sold; in this respect, the price of sale will be finally determined immediately prior to the sale. Additionally, the permitted sales volume in this case is limited to 10% of the Company’s share capital at the effective date of the authorization or – if the share capital is lower – at the time when the authorization is exercised. The shareholders in principle have the opportunity to maintain their shareholding quota by way of a parallel acquisition of shares in the Company via the stock exchange or an MTF at comparable conditions. For the purpose of dilution protection, this authorized volume shall be reduced insofar as, during the term of this authorization, other authorizations regarding the issuance or the sale of the Company’s shares or regarding the issuance of rights that allow for or oblige to subscribe the Company’s shares are exercised and thereby subscription rights are excluded in direct, analogous or corresponding application of Section 186(3) sentence 4 AktG. The German Future Financing Act (Zukunftsfinanzierungsgesetz – ZuFinG) raised the legal maximum limit for the simplified exclusion of subscription rights in Section 186(3) sentence 4 AktG from 10% to 20% of the share capital. Pursuant to Section 71(1) No. 8 sentence 5 AktG, this applies accordingly to the simplified exclusion of subscription rights to treasury shares that the Company disposes. However, the proposed resolution by the Management Board and Supervisory Board deliberately does not exploit this extended legal framework but leaves the previous maximum limit at 10% of the share capital in the interests of the shareholders.
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Furthermore, it will also be possible to use treasury shares as a contribution in kind in the context of mergers and the acquisition of companies and other assets, excluding shareholders’ subscription rights. In particular in the course of mergers and acquisitions, it is not uncommon that existing shares serve as a consideration. The Company shall be enabled to benefit quickly and flexibly also from such acquisition opportunities, conserving liquidity and without having to consult the General Meeting, which is often not possible due to time constraints. Therefore, such an option of using treasury shares lies in the overall interest of the Company and its shareholders. In determining the valuation ratios, the Management Board will furthermore ensure that the interests of shareholders are reasonably safeguarded. In this regard, the Management Board will take into account the stock market price of the Company’s shares. However, a rigid link to a stock exchange price is not envisaged, for example in order to avoid that fluctuations in the stock exchange price call into question negotiation results that have already been achieved.
The authorization further provides that treasury shares can also be issued, excluding the subscription right of shareholders, to employees of the Company and its affiliates, including members of the management of affiliates, and by doing so service options or obligations to purchase shares of the Company or variable compensation components relating to shares of the Company granted or to be granted to employees of the Company or its affiliates as well as members of the management of affiliates. This authorization creates the possibility to offer the respective beneficiaries shares of the Company within the scope of share option programs or employee benefit schemes. The issue of treasury shares to employees and officers of the Company, in particular in view of long-term compensation components having the purpose of securing the Company’s sustainable success, can be in the best interest of the Company and its shareholders, since it may promote the identification of employees and officers with their company as well as the Company’s value substantially. The use of existing treasury shares instead of having to recourse to conditional capital can constitute an economically viable alternative.
The aforementioned option to use treasury shares in order to service long-term share-based compensation components excluding the subscription right of shareholders shall also be available in favor of the members of the Management Board. With a view to the allocation of competences according to German stock corporation law, the corresponding authorization to use treasury shares will, however, not be granted to the Management Board, but to the Supervisory Board.
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The Management Board shall further be authorized to use treasury shares to service bonds carrying warrant or conversion rights or conversion obligations issued by the Company or companies affiliated with the Company as defined in Section 17 AktG that exclude subscription rights according to Section 186(3) sentence 4 AktG. In order to comply with the rights resulting therefrom, it may be appropriate, considering the Company’s interests, to partially or entirely use treasury shares instead of shares resulting from a corresponding capital increase, which requires the subscription right of shareholders to be excluded.
Finally, the Management Board shall be authorized to exclude fractional amounts, if any, in an offer made to all shareholders. This is necessary for the technical processing of such an offer, in order to avoid the issue of fractions of shares. The Management Board will dispose of the shares excluded from the shareholders’ subscription right, called unassigned fractions (freie Spitzen), either by selling them via the stock exchange, an MTF or otherwise at the best possible conditions for the Company.
To further restrict the issue of shares excluded from the shareholders’ subscription right and with the intention to limit the dilution of shareholders’ influence in the best possible way, the Management Board may exercise the right to exclude subscription rights in the context of the use of treasury shares only to the extent that the pro-rata amount of these shares does not exceed 10% of the share capital at the time of effectiveness or at the time of exercise of these authorizations. If, during the term of this authorization to use treasury shares, other authorizations regarding the issuance or the sale of the Company’s shares or regarding the issuance of rights that allow for or oblige to subscribe the Company’s shares are exercised and thereby subscription rights are excluded, such exclusion of subscription rights will be taken into account when calculating the aforementioned limit.
The possible uses mentioned above are not limited to the Company’s treasury shares acquired on the basis of this or prior authorizing resolutions; they also apply to shares of the Company acquired pursuant to Section 71d sentence 5 AktG. In this way, additional flexibility is for precautionary reasons created in accordance with this authorizing resolution, in the best interest of the Company, also with a view to using such treasury shares which have been acquired by a subsidiary or by third parties on behalf of the Company or a subsidiary.
The Management Board will also report on every use of this new authorization.
| III. | Further information and notes regarding the convening |
|---|---|
| 1. | Total number of shares and voting rights |
| --- | --- |
At the time of the convening of the General Meeting, the share capital of the Company is composed of 293,413,449 non-par value shares and consists solely of bearer shares, having one vote per share. Thus, the total number of shares and voting rights amounts to 293,413,449. Of these 293,413,449 non-par value shares, 14,124,564 shares were held as treasury shares from which the Company derives no rights as at 31 December 2025.
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| 2. | Requirements for the participation in the General Meeting and the exercise of voting rights |
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Only those shareholders are entitled to participate in the General Meeting and to exercise their voting rights who have registered with the Company in text form in German or English by no later than the end of 14 May 2026, 24:00 hours (CEST) using one of the contact options below and have provided the Company with evidence of their entitlement to participate in the General Meeting and to exercise their voting rights:
Fresenius Medical Care AG
c/o Computershare Operations Center
80249 Munich
Germany
or by e-mail: anmeldestelle@computershare.de
As evidence of their entitlement to attend the General Meeting and to exercise their voting rights, shareholders must, by the end of 14 May 2026,24:00 hours (CEST) at the latest, provide evidence of their shareholding issued by the ultimate intermediary, usually their depositary institution, in text form in German or English to one of the aforementioned contact options. Evidence pursuant to Section 67c(3) AktG is sufficient. The evidence of entitlement must relate to the close of business on the 22^nd^ day prior to the General Meeting, i.e., 29 April 2026, 24:00 hours (CEST) (“Record Date”).
Admission tickets to participate in the General Meeting will be sent to eligible shareholders after the receipt of their registration and evidence of shareholding in due form and in a timely manner using one of the aforementioned contact options. Unlike the registration for the General Meeting and the evidence of shareholding, the admission tickets merely serve as organizational aids and are not required in order to participate in the General Meeting or to exercise voting rights. Most depositary institutions will ensure that admission tickets are received in good time, provided that shareholders complete the admission ticket order forms sent to them by their depositary institution and return them to their depositary institution in good time for the latter to be able to register and provide evidence of shareholding for the shareholder in good time. We ask shareholders, in their own interest, to contact their depositary institution as early as possible to ensure an early registration and a timely receipt of the admission ticket.
As regards the participation in the General Meeting and the exercise of voting rights, only those who have duly provided evidence of shareholding are considered shareholders in relation to the Company. The right of participation in the General Meeting and the extent of the voting rights are solely determined by the shareholding on the Record Date. The Record Date is not accompanied by a lock on the sale of shares, i.e., shareholders may dispose of their shares even after registration. Even a full or partial sale of the shareholding after the Record Date does not affect the right to participate and the extent of the voting rights. This also applies accordingly to the acquisition of shares after the Record Date. Persons who do not yet hold shares on the Record Date and become shareholders only thereafter are entitled to participate in the General Meeting and exercise voting rights for the shares held by them only to the extent that they are authorized by proxy or otherwise authorized to exercise rights. However, the Record Date has no relevance for dividend entitlement because this is solely linked to the shareholder status on the date of the resolution on the allocation of distributable profit by the General Meeting.
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| 3. | Proxy voting procedure |
|---|
Shareholders may also have their rights exercised at the General Meeting by a proxy, e.g., an intermediary, an association of shareholders, a proxy advisor or another person of their choice. If the shareholder authorizes more than one person, the Company may reject one or more of these. For the authorization of the voting proxies appointed by the Company who are bound by instructions, the special features described under section III.4 apply.
The granting of proxy authorization, its revocation and the proof of authorization vis-à-vis the Company must be in text form. Intermediaries as defined by Section 67a(4) AktG, associations of shareholders, proxy advisors or other persons as defined by Section 135(8) AktG, insofar as proxy authorization shall be granted to them, may require different procedures, which need to be obtained from them in each case.
The proxy authorization may be granted to the proxy or granted or proven to the Company. The proof of the authorization of a proxy may either be presented at the entrance to the meeting venue of the General Meeting on the day of the General Meeting or be submitted to the Company in advance to one of the following contact options:
Fresenius Medical Care AG
c/o Computershare Operations Center
80249 Munich
Germany
or by e-mail: anmeldestelle@computershare.de
In case the proxy authorization or the proof of the authorization of a proxy is submitted to the Company in advance to the postal address or e-mail address stated above, we for organizational reasons ask for a corresponding submission by 20 May 2026, 24:00 hours(CEST).
The submission may also be made via electronic communication using the password-protected authorization and instruction system (Shareholder Portal) in accordance with the explanations under section III.5.
This does not affect the possibility of granting proxy authorization to a third party at the General Meeting on site.
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In order to allow a clear allocation of the proxy authorization, please state the full name or company, place of residence or business address, and admission ticket number of the shareholder.
After registration has been completed, the Company will provide a form that can be used to grant proxy authorization together with the admission ticket. A corresponding form for granting proxy authorization can also be downloaded from the Company’s website at:
www.freseniusmedicalcare.com/en/agm
If the Company receives divergent declarations in connection with the granting or revocation of a proxy authorization by different means of transmission and if the Company cannot identify which of these declarations was made last, these declarations shall be treated as binding in the following order of transmission: (1) authorization and instruction system for the General Meeting (Shareholder Portal), (2) pursuant to Section 67c(1) and (2) sentence 3 AktG in conjunction with Art. 2(1) and (3) and Art. 9(4) of the Implementing Regulation (EU) 2018/1212, (3) e-mail, and (4) paper form.
Registration and evidence of shareholding in due form and in a timely manner in accordance with the above provisions are also required in case a proxy authorization is granted (see section III.2, “Requirements for the participation in the General Meeting and the exerciseof voting rights”). This does not preclude the granting of a proxy authorization after registration and providing evidence of shareholding.
| 4. | Voting procedure for proxies appointed by the Company and bound by instructions |
|---|
The Company also offers its shareholders or their proxies the opportunity to be represented by proxies appointed by the Company and bound by instructions. The proxies appointed by the Company are employees of the Company or of an affiliated company of the Company who vote on the individual agenda items in accordance with the instructions given to them based on authorizations by shareholders or their proxies. These proxies appointed by the Company must be granted proxy authorization in text form as well as explicit instructions for the exercise of voting rights. The proxies appointed by the Company will not exercise the voting rights at their own discretion but exclusively on the basis of the instructions given by the shareholder or the shareholder’s proxy. If no explicit and unambiguous instructions have been given, the proxies appointed by the Company will abstain from voting on the relevant agenda items. If an individual vote is to be taken on an agenda item without this having been communicated in advance of the General Meeting, an instruction on this agenda item as a whole shall also be deemed to be a corresponding instruction for each item of the individual vote. The proxies appointed by the Company will not accept any instructions to speak, ask questions, propose motions, submit election proposals or make statements for the record, either in the run-up to the General Meeting or during the General Meeting, nor will they exercise any other shareholder rights.
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After registration has been completed, the Company will provide a form together with the admission ticket that can be used to grant proxy authorization and issue instructions. A corresponding form for granting proxy authorization and issuing instructions can also be downloaded from the Company’s website at:
www.freseniusmedicalcare.com/en/agm
Proxy authorization including voting instructions for the proxies appointed by the Company may already be submitted to the Company prior to the General Meeting. In this case, proxy authorization and voting instructions must be received by the Company for organizational reasons by 20 May 2026, 24:00 hours (CEST) at one of the following contact options:
Fresenius Medical Care AG
c/o Computershare Operations Center
80249 Munich
Germany
or by e-mail: anmeldestelle@computershare.de
The submission may also be made via electronic communication using the password-protected authorization and instruction system (Shareholder Portal) in accordance with the explanations under section III.5.
This does not preclude the possibility to grant proxy authorization to the proxies appointed by the Company and to give them instructions at the General Meeting until the beginning of voting.
The authorization of proxies appointed by the Company does not preclude a personal participation in the General Meeting. If a shareholder wishes to participate and exercise his or her shareholders’ rights in person or via another proxy despite having authorized the proxies appointed by the Company, participation in person or via such other proxy is deemed a revocation of the proxy authorization granted to the proxies appointed by the Company.
If the Company receives divergent declarations in connection with the granting or revocation of a proxy authorization or instructions by different means of transmission and if the Company cannot identify which of these declarations was made last, these declarations shall be treated as binding in the following order of transmission: (1) authorization and instruction system for the General Meeting (Shareholder Portal), (2) pursuant to Section 67c(1) and (2) sentence 3 AktG in conjunction with Art. 2(1) and (3) and Art. 9(4) of the Implementing Regulation (EU) 2018/1212, (3) e-mail, and (4) paper form.
Registration and evidence of shareholding in due form and in a timely manner in accordance with the provisions stated above are also required in case a proxy authorization is granted to the proxies appointed by the Company (see section III.2, “Requirements for the participationin the General Meeting and the exercise of voting rights”).
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| 5. | Electronic transmission of proxy authorization and instructions, revocation of proxy authorizations and proof of authorization (Shareholder Portal) |
|---|
Proxy authorizations and instructions, the revocation of proxy authorizations and proof of authorization can until 20 May 2026,24:00 hours (CEST) – subject to technical availability – also be transmitted electronically to the Company via an internet-based authorization and instruction system (“Shareholder Portal”). Shareholders who have properly registered and properly provided evidence of their shareholding can access this password-protected Shareholder Portal expected to be accessible from 30 April 2026 on the Company’s website at:
www.freseniusmedicalcare.com/en/agm
Further information and deadlines for using the Shareholder Portal can also be found there. Access to the password-protected Shareholder Portal requires the entry of access data, which will be sent to shareholders or their proxies with the admission ticket after proper registration and provision of evidence of shareholding.
| 6. | Information on shareholders’ rights pursuant to Section 122(2), Section 126(1), Section 127, Section 131(1) AktG |
|---|---|
| a) | Supplements to the agenda at the request of a minority according to Section 122(2) AktG |
| --- | --- |
Shareholders whose total combined shares amount to the twentieth part of the share capital or the proportionate amount of the share capital of EUR 500,000.00 (that is equivalent to 500,000 non-par value shares) can request, according to Section 122(2) AktG, that items be placed on the agenda and be published. For each new item, reasons or a draft resolution must be attached.
Supplemental requests must be received by the Company at least 30 days prior to the General Meeting in writing; the day of receipt and the day of the General Meeting are not included in that calculation. Therefore, the last possible date for receipt is 20 April 2026,24:00 hours (CEST).
Applicants must provide evidence that they have held the minimum quantity of shares for at least 90 days prior to the day of the receipt of the supplemental request by the Company and that they hold the shares until the decision of the Management Board on the supplemental request (Section 122(2), (1) sentence 3 AktG). When calculating the shareholding period, Section 70 AktG must be observed.
We ask shareholders to submit any supplemental requests to the following address:
Fresenius Medical Care AG
– Vorstand –
Else-Kröner-Straße 1
61352 Bad Homburg v.d. Höhe
Germany
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Unless made public with the invitation of the General Meeting, supplements to the agenda that are required to be published are published without undue delay upon receipt of the supplemental request in the German Federal Gazette (Bundesanzeiger). In addition, such requests are made accessible to shareholders on the Company’s website at
www.freseniusmedicalcare.com/en/agm
without undue delay and communicated pursuant to Section 125(1) sentence 3 AktG.
| b) | Motions and election proposals by shareholders according to Section 126(1), Section 127 AktG |
|---|
Prior to the General Meeting shareholders may submit countermotions regarding proposals made by the Management Board and/or the Supervisory Board on specific agenda items as well as election proposals to the Company. Countermotions and election proposals to be made available which are received by the Company at least 14 days before the General Meeting, not including the day of receipt and the day of the General Meeting, i.e., no later than 6 May 2026, 24:00 hours (CEST), using one of the contact options below, will be made available to the other shareholders, including the name of the shareholder and any reasons, on the Company’s website at www.freseniusmedicalcare.com/en/agm.
Any comments of the management of the Company on countermotions or election proposals will also be published under the aforementioned website.
Countermotions and election proposals must be sent exclusively to one of the following contact options:
Fresenius Medical Care AG
– Investor Relations –
Else-Kröner-Straße 1
61352 Bad Homburg v.d. Höhe
Germany
or by e-mail: hauptversammlung@freseniusmedicalcare.com
Countermotions or election proposals addressed elsewhere will not be considered.
A countermotion and any reasons given do not need to be made accessible under the prerequisites of Section 126(2) sentence 1 AktG. Pursuant to Section 126(2) sentence 2 AktG, any reasons for a countermotion also do not need to be made available if they amount to more than 5,000 characters in total. Section 126 AktG applies mutatis mutandis to election proposals of a shareholder pursuant to Section 127 AktG. In addition, the Management Board is not obligated to publish an election proposal pursuant to Section 127 sentence 3 AktG if such election proposal fails to contain the information required by Section 124(3) sentence 4 AktG and Section 125(1) sentence 5 AktG.
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| c) | Right to information pursuant to Section 131(1) AktG |
|---|
Upon request pursuant to Section 131(1) AktG, each shareholder shall in the General Meeting be provided with information on the affairs of the Company by the Management Board including the legal and business relationships of the Company with affiliated companies and about the situation of the group and the companies included in the consolidated financial statements. This applies only to the extent that the information is necessary for a proper evaluation of an item on the agenda. The Management Board may refuse to provide information on the grounds listed in Section 131(3) sentence 1 AktG.
Pursuant to Section 131(2) sentence 2 AktG in conjunction with Art. 18(2) sentence 2 of the Articles of Association of the Company, the Chair of the meeting is entitled to reasonably limit the shareholders’ speaking time and the time to ask questions at the beginning or during the General Meeting, insofar as this is permitted by law.
| d) | Further information on the rights of the shareholders |
|---|
Further explanations of the shareholders’ rights under Section 122(2), Section 126(1), Section 127 and Section 131(1) AktG are available on the Company’s website at:
www.freseniusmedicalcare.com/en/agm
| 7. | Information on the Company’s website |
|---|
This invitation to the General Meeting, the documents to be made available to the General Meeting and further information in connection with the General Meeting pursuant to Section 124a AktG can be accessed via the website of the Company at
www.freseniusmedicalcare.com/en/agm
as of the convening of the General Meeting and will also be accessible there during the General Meeting.
The documents to be made available to the General Meeting will also be available for inspection by the shareholders at the General Meeting.
In addition, it is intended to publish the speech of the Chair of the Management Board on the aforementioned website of the Company prior to the General Meeting.
The voting results will also be published on the aforementioned website of the Company after the General Meeting.
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| 8. | Audio and visual broadcast |
|---|
The Chair of the meeting is expected to arrange that all shareholders of the Company and interested members of the public can follow the introductory statement of the Chair of the meeting and the speech of the Chair of the Management Board live on the internet in video and audio from 10:00 hours (CEST) on the day of the General Meeting. In this case, unrestricted access to the live broadcast will be made available via the website:
www.freseniusmedicalcare.com/en/agm
| 9. | Time specifications in this invitation |
|---|
The time specifications in this invitation refer to the Central European Summer Time (CEST) unless explicitly stated otherwise. With regard to the Coordinated Universal Time (UTC) this translates to UTC = CEST minus two hours.
| 10. | Communication via intermediaries |
|---|
In accordance with Section 67c AktG in conjunction with the Implementing Regulation (EU) 2018/1212, registration for the General Meeting, evidence of shareholding, proxy authorization to third parties as well as authorization and instructions to the proxies appointed by the Company can also be transmitted to the Company via intermediaries in ISO format 20022 (e.g., SWIFT with the code: CMDHDEMMXXX) within the applicable, aforementioned deadlines. Authorization via the SWIFT Relationship Management Application (RMA) is required for the use of SWIFT communication.
Shareholders who wish to make use of this means of communication are asked to contact their respective (ultimate) intermediary, for example their custodian bank, for further details.
| 11. | Notice to the holders of American Depositary Receipts (ADR) regarding the General Meeting |
|---|
Holders of ADR will generally submit voting instructions to The Bank of New York Mellon, in its capacity as the depositary bank, with respect to the shares represented by their ADR. The Bank of New York Mellon will distribute to ADR holders (a) a notice informing ADR holders of the electronic availability of the invitation to the General Meeting and the agenda, as well as the materials referred to in the agenda, and (b) a voting instruction form. Voting instructions must be received by The Bank of New York Mellon by no later than 11 May 2026prior to 17:00 hours (EDT) (UTC = EDT plus four hours). Persons whose ADR are held by a bank, a broker or another intermediary may be required to provide their voting instructions through their intermediaries, who will in turn forward such instructions to the depositary bank.
| 12. | Data protection information for shareholders and their proxies |
|---|
When shareholders register for the General Meeting and exercise their shareholder rights in relation to the General Meeting or issue a proxy authorization, the Company collects personal data about the shareholders and/or their proxies in order to enable the shareholders and their proxies to exercise their rights in relation to the General Meeting. The Company processes personal data as a data controller in accordance with the provisions of the General Data Protection Regulation (“GDPR”) and all other applicable laws.
Details on the processing of personal data and the rights of shareholders and/or their proxies under the GDPR can be found on the Company’s website at:
www.freseniusmedicalcare.com/en/agm
Hof(Saale), April 2026
Fresenius MedicalCare AGThe Management Board
Page 19
Exhibit 99.2
Fresenius MedicalCare AG
CompensationReport for the fiscal year 2025
1
Introduction
The Compensation Report of Fresenius Medical Care AG for the fiscal year 2025 was prepared in accordance with the requirements of Section 162 of the German Stock Corporation Act (Aktiengesetz – AktG). In this Compensation Report, “Company” refers to Fresenius Medical Care AG, and “Group” refers to the Fresenius Medical Care group of companies. “Fiscal year” refers to the fiscal year 2025, unless expressly stated or indicated by the context otherwise. The Compensation Report includes individualized and comprehensive information on compensation within the meaning of Section 162(1) AktG awarded or due to current and former members of the Company’s Management Board and Supervisory Board in the fiscal year and on benefits within the meaning of Section 162(2) AktG awarded or promised to Management Board members.
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) audited the Compensation Report from a formal perspective pursuant to Section 162(3) AktG with respect to whether it contains the information required by law. In addition, PwC was instructed to carry out an audit from a substantive perspective of such information in the Compensation Report. The auditor’s report is annexed to this Compensation Report.
The Company’s 2025 Annual General Meeting of shareholders (AGM) approved the Compensation Report for the fiscal year 2024 with a majority of 88.57% of the votes cast. The Management Board and the Supervisory Board see the vote of the 2025 AGM as confirmation of their approach to reporting. The structure of the Compensation Report for the fiscal year and the level of detail of the information provided are essentially the same as in the previous year.
Unless stated otherwise, the information on the compensation of Management Board members pertains to those who held office during the fiscal year. For the amounts, see the section “Compensation tables for the Management Board members in office in the fiscal year.”
For information on compensation of former Management Board members and the amounts of such compensation, see the section “Former Management Board members’ compensation.” This section also contains relevant information on former members of the Management Board of the Company’s former general partner, which managed the Company’s affairs until the change in the Company’s legal form took effect on November 30, 2023.
Certain disclosures in this Compensation Report fulfill reporting obligations from Fresenius Medical Care’s “Sustainability statement” resulting from the application of the European Sustainability Reporting Standards (ESRS). These disclosures are marked by reference such as [ESRS 2, 40g], and are provided within or at the end of the respective sections where the related information appears.
2
The fiscal year in retrospect
The compensation awarded or due to the Management Board members in the fiscal year rewarded their performance, particularly in achieving the Company’s strategic objectives. At the same time, the compensation provided effective incentives for the Company’s long-term value creation – taking into account the interests of patients, shareholders, employees and other stakeholders as well as compensation practices in relevant comparable markets. Consequently, the compensation of the Management Board members made a significant contribution to promoting the Company’s business strategy and the long-term sustainable development of the Company and the Group.
Business performance and economicenvironment
The general conditions for the Group’s business and the economic environment are presented in the section “Economic report” of the Group management report.
Short-term incentive target achievement
The business performance in the fiscal year was reflected by an overall target achievement of 56.01% to 101.58% for the short-term variable compensation component (short-term incentive – STI) for the fiscal year. For further details, see the section “Short-term incentive – MBBP 2024+.”
Long-term incentive target achievementfor the performance period ending at the end of the fiscal year
The performance period of the allocation made in 2023 under the Management Board Long-Term Incentive Plan 2020 (MB LTIP 2020) as a long-term variable compensation component (long-term incentive – LTI) ended upon the end of the fiscal year 2025. The performance periods for the allocations made in 2024 and 2025 will only end in the coming years.
The target achievement for the allocation made in 2023 was to be determined based on the performance in the fiscal years 2023, 2024 and 2025. The target achievement levels of the performance targets “revenue growth” and “net income growth” were calculated based on a compound annual growth rate (CAGR) over the entire three-year performance period. Annual target values applied to the performance target “return on invested capital” (ROIC).
The target values and the target achievement were each as shown in the following table:
Target values and target achievement for the allocation 2023 under the MB LTIP 2020
| Target values | Actual values | Target achievement | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0% | 100% | 200% | As reported^(1)^ | Adjustments<br> ^(2)^ | Adjusted for target achievement | CAGR | ||||||||||||
| Revenue growth | ||||||||||||||||||
| 2023 | } | 0.3 | % | 5.2 | % | 5.5 | % | } | ||||||||||
| 2024 | ≤ 2 | % | = 5 | % | ≥ 10 | % | (0.6 | )% | 0.6 | % | 0.0 | % | 3.6 | % | 54 | % | ||
| 2025 | 1.5 | % | 3.9 | % | 5.4 | % | ||||||||||||
| Net income growth | ||||||||||||||||||
| 2023 | } | (25.9 | )% | 0.7 | % | (25.2 | )% | } | ||||||||||
| 2024 | ≤ 31 | % | = 34 | % | ≥ 39 | % | 7.8 | % | 14.9 | % | 22.7 | % | 24.4 | % | 0 | % | ||
| 2025 | 81.9 | % | 28.0 | % | 109.9 | % | ||||||||||||
| Return on invested capital (ROIC) | ||||||||||||||||||
| 2023 | } | 2.8 | % | (0.1 | )% | 2.7 | % | 0 | % | |||||||||
| 2024 | ≤ 4.0 | % | = 4.5 | % | ≥ 7.0 | % | 3.5 | % | 0.0 | % | 3.5 | % | 0 | % | ||||
| 2025 | 5.0 | % | 0.5 | % | 5.5 | % | 142 | % | ||||||||||
| Overall target achievement | 34 | % |
3
| (1) | ROIC is<br> a Non-IFRS measure. For a description of ROIC and how the measure is calculated, see the<br> section “Performance management system” of the Group management report. |
|---|---|
| (2) | According<br> to the plan terms, revenue growth and net income growth were determined at constant currency.<br> In addition, net income growth and ROIC were adjusted for the effects from one-time costs<br> related to the FME25+ program to ensure comparability of the underlying performance targets<br> for the variable compensation with the Company’s operating performance, and adequately<br> compensate the actual performance of the members of the Management Board. This was done in<br> the context of the expansion of the FME25+ program to the extent the one-time cost effects<br> deviate from the respective effects that had been assumed when the target values were defined.<br> In the ROIC calculation, operating income and net operating profit after tax were adjusted<br> by -€71 M and -€45 M, respectively, for the 2023 fiscal year, by €5 M<br> and €3 M, respectively, for the 2024 fiscal year, and by €182 M and €136 M,<br> respectively, for the 2025 fiscal year. For the 2023 fiscal year, FME25+ related one-time<br> costs were lower than originally assumed, which is why operating income and net operating<br> profit after tax were correspondingly reduced by the lower costs when determining the ROIC<br> target achievement. |
| --- | --- |
The compensation under the MB LTIP 2020 vests on the third anniversary after the respective allocation. The Company pays the compensation to a financial institution that invests the compensation in shares of the Company. The shares are to be acquired on the stock exchange and to be held by the respective Management Board members for at least one year. In accordance with recommendation G.10 of the German Corporate Governance Code (GCGC), the Management Board members therefore cannot dispose of the corresponding amounts before four years have passed since the respective allocation.
The specific amounts to be invested in shares of the Company from the allocation for 2023 can be determined only after vesting in 2026 and will be disclosed in the Compensation Report for the fiscal year 2026.
Details on the vested amounts to be invested in shares of the Company in the fiscal year 2025 from the allocation for 2022 under the MB LTIP 2020 can be found in the section “Vested amounts (Allocation 2022).”
Information on the outstanding LTI tranches, including a temporal profile of the individual tranches, can be found in the section “Outstanding share-based compensation components.”
No relevant changes to the basicsfor compensation
The amount of the target total direct compensation (consisting of base salary as well as the STI target and LTI allocation amounts) of the Management Board members remained unchanged to the previous year both overall and in terms of its individual components.
Fresenius Medical Care began implementing its FME Reignite strategy in the fiscal year. The basis for the compensation of the Management Board members and the system currently used for this purpose, the Compensation System 2024+, remain unaffected by this new strategy. The compensation components provided for under the Compensation System 2024+ and the financial and non-financial performance criteria for the variable compensation components continue to create relevant incentives under the new strategy and make an important contribution to promoting the company’s business strategy and long-term development. Further information on the FME Reignite strategy can be found in the section “Corporate strategy and objectives” of the Group management report.
The agreements concluded in 2024 with Helen Giza and Franklin W. Maddux, MD, to retroactively cancel their respective pension commitments took effect in the fiscal year as planned. As announced and described in the Compensation Report for the fiscal year 2024, Helen Giza and Franklin W. Maddux, MD, each received compensation during the fiscal year 2025 in the amount of the total insurance contributions paid until the cancellation of their respective pension commitments took effect. Since both the insurance contributions for financing the pension commitments and the pension allowance each correspond to an amount of 40% of the annual base salary, this change is neutral in terms of amount for the Management Board members. Further information on this can be found in the section “Pension-related obligations.”
4
Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß each left the Management Board at the end of the fiscal year. Charles Hugh-Jones, MD, FRCP, and Joseph E. Turk have been appointed as their respective successors effective January 1, 2026. More detailed information on the agreements concluded with Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß in connection with their departure from the Management Board can be found in the section “Agreements with members of the Management Board who resigned from office at the end of the fiscal year.” The compensation for Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß is reported together with the compensation of the current members of the Management Board because they each were members of the Management Board for the entire fiscal year. This is in line with previous practice in comparable cases.
Compensation governance for ManagementBoard
Compensation for the Management Board members is awarded on the basis of the respective compensation system submitted by the Supervisory Board to the Company’s general meeting of shareholders for approval. The compensation system must be submitted to the Company’s general meeting of shareholders for approval in case of relevant changes and at least every four years.
The Supervisory Board is responsible for determining the compensation of the Management Board members. The resolutions of the Supervisory Board are prepared by the Compensation Committee, which is formed among the Supervisory Board’s members. In the fiscal year, the Compensation Committee consisted of Pascale Witz (Chair), Dr. Manuela Stauss-Grabo (Deputy Chair), Regina Karsch, and Shervin J. Korangy. [ESRS 2, 29e]
Relevant compensation systems
The Supervisory Board determined the compensation of the Management Board members for the fiscal year in accordance with the Compensation System 2024+, which was approved by the Company’s 2024 AGM with a majority of 87.58% of the votes cast. The Compensation System 2024+ has been implemented in the service agreements of the Management Board members and in general applies to the compensation as from 2024. [ESRS 2,29e]
Compensation components allocated before 2024 generally continue to be subject to the compensation system applied at the time. This applies in particular to LTI allocations made in previous years under the Compensation System 2020+, which was approved by the Company’s 2020 AGM with a majority of 95.05% of the votes cast. Further information on this can be found in the sections “Long-term incentive – MB LTIP 2020”, “Overview of outstanding share-based compensation components” and “Temporal profile of the share-based compensation components.” There are no outstanding performance-based variable compensation components from the period before the Compensation System 2020+.
The compensation components awarded or due in the fiscal year are in accordance with the respective compensation systems.
The Compensation System 2024+ and the Compensation System 2020+ as well as the compensation awarded or due in the fiscal year are in each case in accordance with the relevant recommendations of the GCGC in the version dated April 28, 2022.
Details of the Compensation System 2024+ and the Compensation System 2020+ are available on the Company’s website at www.freseniusmedicalcare.com/en/about-us/management-board/compensation/. The main elements of the Compensation System 2024+ are set out in this Compensation Report in the section “Components of the Compensation System 2024+.” The main elements of the Compensation System 2020+ are set out in the Compensation Reports for the fiscal years 2023, 2022 and 2021. These main elements are also set out in this Compensation Report insofar as they are relevant to compensation awarded or due in the fiscal year 2025.
5
Guiding principles of the CompensationSystem 2024+
The Compensation System 2024+ aims to reward the Management Board members based on their duties and performance as well as their success in managing the economic and financial position of Fresenius Medical Care giving due regard to the peer environment. In addition, the Compensation System 2024+ aims to enable the Management Board members to participate reasonably in a sustainable and long-term development of Fresenius Medical Care’s business and to make a significant contribution to the implementation and further development of the business strategy. [ESRS 2, 29c]
Components of the Compensation System2024+
The following chart shows the compensation components and further design elements of the Compensation System 2024+, which are described in more detail below: [ESRS 2, 29a]
Compensation structure (target compensation)
Under the Compensation System 2024+, the Supervisory Board sets the STI target amount for each fiscal year and the LTI allocation amount for each allocation.
The STI target amount or the LTI allocation amount is the amount that is earned if the target achievement is 100%. The STI target amount can be set within a range of 100% (multiplier of 1) to 125% (multiplier of 1.25) of the relevant base salary of the respective Management Board member and generally amounts to 105% (multiplier of 1.05). The LTI allocation amount of the Chairperson of the Management Board can be set within a range of 105% (multiplier of 1.05) to 200% (multiplier of 2) and for the other Management Board members can be set within a range of 105% (multiplier of 1.05) to 150% (multiplier of 1.5) of the relevant base salary and generally amounts to 135% (multiplier of 1.35). The multiplier is determined at the beginning of each performance period. The LTI allocation amount must exceed the STI target amount.
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For the fiscal year 2025, the Supervisory Board applied a multiplier of 1.05 for the STI target amount and a multiplier of 1.35 for the LTI allocation amount for all Management Board members. This corresponds to the multipliers that were applied in the previous year and were to be applied before under the Compensation System 2020+. The compensation structure of the target total direct compensation for the fiscal year 2025 therefore consists of 29% base salary, 31% STI and 40% LTI.
With a 71% share of performance-based variable compensation components in the target total direct compensation, the compensation of the Management Board is predominantly performance-based. With a 40% LTI share (i.e., 56% of performance-based variable compensation components) in the target total direct compensation, the compensation of the Management Board is geared to promoting sustainable and long-term corporate development.
The target total direct compensation for the fiscal year was as follows:
Target total direct compensation of the members of the Management Board in office in the fiscal year
in € K
| Helen Giza | Craig Cordola,<br><br> EdD | Martin Fischer | Dr. Jörg Häring | Franklin W.<br><br> Maddux, MD | Dr. Katarzyna<br><br> Mazur-Hofsäß | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chief Executive<br><br> Officer and Chair of<br><br> the Management Board | Chief Executive<br><br> Officer for Care <br><br>Delivery | Chief Financial<br><br> Officer | Legal, Compliance<br><br> and Human<br><br> Resources | Global Chief<br><br> Medical Officer | Chief Executive<br><br> Officer for Care<br><br> Enablement | |||||||
| Base salary | 1,593 | 1,283 | 800 | 700 | 938 | 1,064 | ||||||
| STI target amount <br><br>(105% of base salary) | 1,673 | 1,347 | 840 | 735 | 985 | 1,117 | ||||||
| LTI allocation amount<br><br> (135% of base salary) | 2,151 | 1,732 | 1,080 | 945 | 1,266 | 1,436 | ||||||
| Target total direct compensation | 5,417 | 4,362 | 2,720 | 2,380 | 3,189 | 3,617 |
Information on the relative shares of the fixed and the variable compensation components in the compensation awarded or due in the fiscal year can be found in the tables in the sections “Compensation tables for the Management Board members in office in the fiscal year” and “Former Management Board members’ compensation”, respectively.
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Compensation reviews
The Supervisory Board determines the value of the total target compensation for each Management Board member in line with the Compensation System 2024+. The Supervisory Board in compliance with the requirements of the German Stock Corporation Act and the recommendations of the GCGC also ensures that the compensation is commensurate with the duties and performance of each Management Board member and the Company’s situation, is geared toward the long-term, sustainable development of Fresenius Medical Care, and does not exceed customary compensation without any special justification. To this end, both external and internal compensation comparisons are conducted. As a result, the respective total compensation may differ among the Management Board members, diligently considering the respective Management Board member’s function and responsibilities as well as differences in international pay practices. The specific total compensation for each Management Board member also takes into account the Company’s interests in retaining current members and attracting qualified candidates for the Management Board.
Horizontal comparison (peer group)
In order to assess the appropriateness of the Compensation System 2024+ and the individual compensation of the Management Board members, the Supervisory Board conducts a horizontal review of the respective compensation amounts and structures (external comparison). The comparison is made at a national level with other companies from the most relevant German benchmark index in which the Company is listed. Supplementary comparisons are made at an international level with companies operating in a similar industry and having a similar size as well as with European companies of a similar size with U.S.-resident management board members.
| – | For the<br> fiscal year, the DAX companies as of December 31, 2024, were used for the comparison<br> at national level. |
|---|---|
| – | For the<br> supplementary comparison at international level with companies operating in a similar industry<br> (life science industry including MedTech) and having a similar size – depending on<br> the specific tasks of the relevant Management Board member – the following companies<br> were used: Baxter International Inc., Bayer AG, Becton, Dickinson and Company, Boston Scientific<br> Corporation, DaVita Inc., Encompass Health Corporation, The Ensign Group Inc., HCA Healthcare<br> Inc., Koninklijke Philips N.V., Labcorp Holding Inc., Medtronic plc, Merck KGaA, Quest Diagnostics<br> Inc., Sartorius AG, Siemens Healthineers AG, Smith & Nephew plc, Tenet Healthcare<br> Corporation, and Universal Health Services Inc. |
| --- | --- |
| – | For the<br> supplementary comparison with European companies of a similar size (regardless of the industry)<br> with U.S.-resident management board members, the following companies were used: 4imprint<br> Group, Alcon Inc., ArcelorMittal S.A., Ashtead Group plc, BAE Systems plc, Compass Group<br> plc, Experian plc, Glencore plc, Heidelberg Materials AG, HelloFresh SE, KION Group AG, Lanxess<br> AG, Pearson plc, Qiagen N.V., Sage Group plc, Siemens Energy AG, Smith & Nephew<br> plc, STMicroelectronics N.V., TeamViewer SE, and Traton SE. |
| --- | --- |
The peer groups were adjusted compared to the previous year to reflect as best as possible the evolving international competitive landscape for qualified candidates for the Company’s Management Board, considering industry and company size comparability. At the same time, greater emphasis was placed on U.S. peer companies and the proportion of German companies was slightly increased, while the weighting of other European markets was reduced.
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Vertical comparison (intra-company)
The Supervisory Board also considers a vertical review of the compensation levels of the Group’s employees when determining the compensation system and the compensation of the Management Board members (internal comparison). The compensation of the Management Board members and of the members of the Group’s senior management (currently Management Level 8 or higher) as well as of the global staff (in general all employees with the exception of the Group’s senior management) is set in relation. When conducting the vertical review, the Supervisory Board in accordance with recommendation G.4 of the GCGC also considers the development of compensation levels over time.
Result of the review of the appropriatenessof the compensation
Based on of the compensation reviews carried out in the fiscal year, the Supervisory Board reached the conclusion that the compensation of the Management Board is appropriate in terms of both its structure and amount.
Caps and maximum compensation
The total compensation of each Management Board member is limited by caps on each variable compensation component and by a maximum compensation amount.
For the STI, the target achievement is capped at 150%. The amounts payable are accordingly capped at 150% of the relevant target amount.
For the LTI, the target achievement is capped at 200% for each allocation. In addition, the amounts payable from each LTI allocation are capped at 400% of the allocation amount. This also limits the opportunity to benefit from the share price performance in the respective vesting period, which is relevant for the LTI amount to be paid out. This applies irrespective of whether the LTI is paid out in cash or, as provided for alternatively under the Compensation System 2024+, settled in shares of the Company.
The Supervisory Board has further agreed a cap option for the variable compensation components in the event that extraordinary developments occur. In the fiscal year, there was no reason for the Supervisory Board to make use of this cap option.
In addition, there is a maximum amount of total compensation for each Management Board member (maximum compensation). This maximum compensation limits the benefits that a Management Board member can receive as compensation for a fiscal year, irrespective of when the actual payment accrues. The maximum compensation includes the base salary for the relevant fiscal year (paid out during the relevant fiscal year), the STI for the relevant fiscal year (paid out in the following fiscal year) and the LTI for the relevant fiscal year (paid out in later fiscal years) and all fringe benefits, sign-on bonuses and other compensation for the relevant fiscal year such as a pension allowance for the relevant fiscal year (generally paid out during the relevant fiscal year). Any pension service costs incurred in a fiscal year under a pension commitment are also included in the calculation of the maximum compensation. A Management Board member’s maximum compensation may be lower than the sum of the potentially achievable payouts from the individual compensation components determined or allocated for a fiscal year.
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The caps and maximum compensation are shown in the following chart:
The maximum compensation for a fiscal year is determined based on the currency of the base salary as specified in the relevant Management Board member’s service agreement. Under the Compensation System 2024+ and the allocation of responsibilities on which it is based, and in accordance with the respective service agreement, the maximum compensation amounts to €12,000 K or $12,975 K for the Chairperson of the Management Board (CEO), €9,500 K or $10,272 K for the Management Board member responsible for the Care Delivery operating segment, and €7,000 K or $7,569 K for any other Management Board function. The aforementioned amounts in euros for the maximum compensation are identical to those under the Compensation System 2020+. The aforementioned U.S. dollar amounts were based on an updated exchange rate compared to the Compensation System 2020+.
Amount of the maximum compensation under the Compensation System 2024+
in K
| Function | Contractually agreed<br><br> maximum compensation | ||
|---|---|---|---|
| Helen Giza | Chief Executive Officer and Chair of the Management Board | $ | 12,975 |
| Craig Cordola, EdD | Chief Executive Officer for Care Delivery | $ | 10,272 |
| Martin Fischer | Chief Financial Officer | € | 7,000 |
| Dr. Jörg Häring | Legal, Compliance and Human Resources | € | 7,000 |
| Franklin W. Maddux, MD | Global Chief Medical Officer | $ | 7,569 |
| Dr. Katarzyna Mazur-Hofsäß | Chief Executive Officer for Care Enablement | € | 7,000 |
Information on compliance with the maximum compensation can be found in the section “Compliance with maximum compensation (Allocations 2022).”
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Malus and clawback
The Supervisory Board in accordance with the details of the relevant contractual provisions is entitled to withhold or reclaim variable compensation components in whole or in part in cases of a Management Board member’s misconduct or non-compliance with such member’s duties or internal Company guidelines, considering the characteristics of the individual case.
Also, the Supervisory Board has adopted a policy that in accordance with applicable U.S. regulatory requirements provides that the Company may recover excess incentive-based compensation if it is required to prepare an accounting restatement due to material noncompliance with relevant financial reporting requirements under U.S. federal securities laws.
In the fiscal year, there was no reason for the Supervisory Board to make use of these authorizations.
Management Board members’ compensation
The compensation awarded or due in the fiscal year to the Management Board members in office in the fiscal year will be described in more detail below. Tables showing their respective total compensation are set out in the section “Compensation tables for the Management Board members in office in the fiscal year.”
Compensation awarded or due to the Management Board members in the fiscal year consisted of fixed and variable, incentive-based components:
| – | fixed compensation,<br> consisting of a base salary, fringe benefits and, if applicable, a pension allowance in cash |
|---|---|
| – | one-year<br> variable compensation (STI) |
| --- | --- |
| – | multi-year<br> variable compensation (LTI), consisting of payments under share-based cash-settled compensation<br> allocated in 2022. |
| --- | --- |
Fixed compensation components
The fixed compensation components comprise a base salary and fringe benefits as well as a pension allowance or a pension commitment as fixed compensation components. The pension commitment does not, however, constitute compensation within the meaning of Section 162(1) AktG.
The amount of the base salary is set out in the service agreements of the Management Board members. In line with standard local practice, the base salary is generally paid in twelve monthly installments for Management Board members resident in Germany and in biweekly installments for Management Board members resident in the U.S.
Fringe benefits are awarded or due individually based on the service agreements. In the fiscal year, the fringe benefits consisted mainly of the private use of company cars, the payment of a mobility allowance or the use of rental cars, housing and rent payments, reimbursement of fees for the preparation of tax returns, contributions to pension schemes (other than the pension commitments or the cash pension allowance set out herein), contributions to accident, life and health insurances or other insurances as well as tax equalization compensation due to varying tax rates applicable in Germany and the country in which the relevant Management Board member is personally taxable. See the section “Further information” for details of such tax equalization compensation.
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In addition, Management Board members in general receive a pension allowance in cash amounting to 40% of their base salary for their own pension provision. For one Management Board member in office in the fiscal year and for former Management Board members, pension commitments exist instead. Payments under the pension commitments will in general only become due when the covered event occurs. The pension allowance and the pension commitments are set out in the section “Pension-related obligations.”
Short-term incentive – MBBP2024+
Under the Compensation System 2024+, the Management Board members are entitled to receive an STI in accordance with the Management Board Bonus Plan 2024+ (MBBP 2024+). The STI rewards the Management Board members for the Company’s performance in the relevant fiscal year. The STI is linked to the achievement of three financial targets and one non-financial, sustainability-related performance target.
The STI target amount for the fiscal year 2025 (i.e., the amount paid out at a target achievement level of 100%) equaled 105% (multiplier of 1.05) of the relevant base salary of each Management Board member.
Functioning
The functioning of the MBBP 2024+ is shown in the following chart:
The STI is measured based on the achievement of four performance targets: 20% relate to revenue, 40% to operating income, 20% to net income and 20% to the achievement of a measurable sustainability target, which can also consist of various sub-targets. [ESRS 2, 29d]
The Supervisory Board defines for each performance target the specific target values that lead to a target achievement of 0% (lower threshold), 100% and 150% (cap). The Supervisory Board may also set additional target values leading to a target achievement of between 0% and 150%. The following applies to each performance target: If the lower threshold of a target value is not exceeded, the target achievement is 0%. If the upper target value is reached or exceeded, the target achievement is 150%. Target achievement in the range between two adjacent target values is generally determined by linear interpolation.
The STI is paid out in cash in the year following the year of target achievement.
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Link to strategy
The financial performance targets (revenue, operating income, net income) reflect key operating figures of the Company and support Fresenius Medical Care’s strategy of achieving sustainable and profitable growth. The non-financial, sustainability-related performance target underlines Fresenius Medical Care’s commitment to implement its global sustainability targets.
The respective weightings of the individual performance targets for the STI and their link to Fresenius Medical Care’s strategy are shown in the following chart:
Financial performance targets
The underlying financial figures of the financial performance targets for the STI are at constant currency. The financial figures may be adjusted for certain effects to ensure comparability of these financial figures with respect to the operational performance. This relates, e.g., to effects from certain acquisitions and divestments or effects from changes in IFRS accounting standards.
In order to promote collaboration across the operating segments and at the same time incentivize the Management Board members with respect to their individual responsibilities, some financial performance targets are measured at group level, whereas others are measured at the level of the area of responsibility of the individual Management Board member. The “net income” performance target for all Management Board members is measured at group level. The performance targets “revenue” and “operating income” are in general measured at group level. For the Management Board members with responsibility for the Care Delivery and Care Enablement operating segments, these performance targets are measured at the level of the segment for which such members are responsible. By measuring certain performance targets at group level as well as at the level of the operating segments, the financial performance of both the group and that of the relevant operating segments is reflected.
The determination of the target achievement for the performance targets “revenue” and “operating income” for the Care Delivery operating segment, for which Craig Cordola, EdD, is responsible, for the fiscal year also included the corresponding contributions from the Value-Based Care operating segment, which was formerly part of the Care Delivery operating segment. This is consistent with the financial reporting structure in place when the performance targets for Craig Cordola, EdD, were set and is in accordance with the target values and comparison parameters defined at that time. Further, this appropriately takes into account that Craig Cordola, EdD, throughout the entire fiscal year – both before and after Value-Based Care was established as a separate operating segment – significantly contributed to the success of the underlying business.
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The target values applied to the financial performance targets in the fiscal year for the STI and the target achievement are set out in the table below:
Short-term incentive – Target values and target achievement in the fiscal year (financial performance targets)
| Target<br> values (1) | Actual<br> values | Target<br><br> achievement | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 0% | 30% | 100% | 150% | As<br> reported | Adjustments (2) | Adjusted for<br> target<br> achievement | ||||
| in M | in M | in M | in M | in M | in M | in M | in % | |||
| Revenue | ||||||||||
| Group | 126.96 | |||||||||
| Care<br> Delivery<br><br>(incl. Value-Based Care) | ^(3)^ | 137.77 | ||||||||
| Care Enablement | 100.69 | |||||||||
| Operating income | ||||||||||
| Group | 69.80 | |||||||||
| Care<br> Delivery<br><br> (incl. Value-Based Care) | ^(3)^ | 100.84 | ||||||||
| Care Enablement | 5.46 | |||||||||
| Net income | 53.44 |
All values are in Euros.
| (1) | According<br> to the plan terms, the financial figures underlying the target values had to be adjusted<br> by effects resulting from strategic portfolio divestments. The target values shown here already<br> include these adjustments. |
|---|---|
| (2) | According<br> to the plan terms, the financial figures underlying the target achievement were translated<br> at the exchange rates that were applied for the determination of the target values to ensure<br> comparability. The relevant financial figures were adjusted according to the plan terms for<br> one-time effects in connection with strategic portfolio divestments and, in addition, for<br> the effects from one-time costs related to the FME25+ program, in each case to the extent<br> such effects deviate from the respective effects included in the target values. This was<br> done in the context of the expansion of the FME25+ program to ensure the comparability of<br> the underlying financial figures of the performance targets for the variable compensation<br> with the Company’s operating performance, and adequately compensate the actual performance<br> of the members of the Management Board. |
| --- | --- |
| (3) | The amount<br> set out herein represents the consolidated contributions of the Care Delivery and the Value-Based<br> Care operating segments. The amount set out for revenue consists of €13,736 M revenue<br> of the Care Delivery operating segment, €2,247 M revenue of the Value-Based Care<br> operating segment and -€498 M from inter-segment eliminations. The amount set out<br> for operating income consists of €1,614 M operating income of the Care Delivery<br> operating income and €1 M operating income of the Value-Based Care operating segment. |
| --- | --- |
Sustainability target
The sustainability target for the STI relates to strategic focus areas of the Group in the areas of Environment, Social and Governance (ESG). The sustainability target is defined by the Supervisory Board for each fiscal year and can consist of various sub-targets. The sustainability target is measured at group level for all Management Board members in order to ensure close collaboration among them in the context of the Company’s sustainability efforts.
For the fiscal year, the Supervisory Board defined two equally weighted sub-targets as sustainability target for the STI: “Patient Satisfaction” and “Employee Satisfaction.” Both sub-targets have already been used for the sustainability target for the fiscal years 2023 and 2024. These sub-targets are in line with the topics of quality of care and employee engagement relevant to the Group, which emerged from the most recent materiality analysis in 2023. To determine the target achievement, the values reported in Fresenius Medical Care’s “Sustainability statement” for the fiscal year 2025 were used for each sub-target. [ESRS 2, 29b]
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“Patient Satisfaction” was determined using the Net Promoter Score (NPS). The NPS is a strategically relevant measure of patient satisfaction with the Group’s services, measured as the patient’s likelihood to recommend Fresenius Medical Care to others for dialysis treatment. The NPS is determined based on patient surveys conducted as part of the Group’s global Patient Experience Program. Fresenius Medical Care has set itself the corporate target of achieving an NPS value of at least 70 every year. For a target achievement for the sustainability sub-target “Patient Satisfaction” of 100%, an even more ambitious target value has been set for the fiscal year. The NPS is calculated in integers.
The target achievement for the sustainability sub-target “Patient Satisfaction” was 120.00%.
Short-term incentive – Sustainability sub-target Patient Satisfaction
| Target values | Target achievement | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 0% | 50% | 100% | 110% | 120% | 130% | 140% | 150% | Absolute | Relative | |
| in points | in points | in points | in points | in points | in points | in points | in points | in points | in % | |
| Net Promoter Score | ≤ 61 | =<br>66 | = 71 | = 72 | = 73 | = 74 | = 75 | ≥<br> 76 | 73 | 120.00 |
The sustainability sub-target “Employee Satisfaction” is another strategically relevant indicator and was measured using the Global Employee Engagement Score (GEES). As part of a group-wide survey, Fresenius Medical Care evaluated employee feedback on positive aspects of the working environment as well as opportunities for improvement. Fresenius Medical Care determined the GEES by asking employees to indicate the extent to which they agree that they a) would recommend Fresenius Medical Care as a great place to work, b) rarely think about looking for a new job with another company, and c) are inspired by Fresenius Medical Care to do their best work. Employees responded on a scale from one (I strongly disagree) to five (I strongly agree). The GEES represents the “percent favorable” score, which is the percentage of responses across the three engagement questions that are either 4 (“agree”) or 5 (“strongly agree”). The methodology for determining the GEES has been revised compared to previous years. The target values and scales have been adjusted compared to previous years accordingly.
The target achievement for the sustainability sub-target “Employee Satisfaction” was 110.00%.
Short-term incentive – Sustainability sub-target Employee Satisfaction
| Target values | Target achievement | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0% | 50% | 100% | 150% | Absolute | Relative | |||||||
| in % | in % | in % | in % | in % | in % | |||||||
| Global Employee Engagement Score | ≤ 55 | = 60 | = 65 | ≥<br> 70 | 66 | 110.00 |
The overall target achievement for the sustainability target was 115.00%. The target achievement for the sustainability target and the individual, equally weighted sustainability sub-targets are shown in the following table:
Short-term incentive – Sustainability target achievement in the fiscal year
in %
| Target achievement per sustainability sub-target | Sustainability target achievement | |||
|---|---|---|---|---|
| Patient Satisfaction (50%) | Employee Satisfaction (50%) | |||
| 120.00 | 110.00 | 115.00 |
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Overall target achievement
The degree of the overall target achievement for the STI is determined based on the weighted arithmetic mean of the target achievement level of each performance target. Multiplying the degree of the overall target achievement with the relevant target amount results in the amount to be paid out. Since the overall target achievement is capped at 150%, the payout amount is also capped at 150% of the relevant target amount.
The following table shows the target achievement per performance target as well as the overall target achievement for the fiscal year:
Short-term incentive – Overall target achievement in the fiscal year
in %
| Target achievement (weighting) | Overall target<br><br> achievement | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (20%) | Operating income (40%) | Net income (20%) | Sustainability target (20%) | |||||||
| Helen Giza | 126.96 | 69.80 | 53.44 | 115.00 | 87.00 | |||||
| Craig Cordola, EdD | 137.77 | 100.84 | 53.44 | 115.00 | 101.58 | |||||
| Martin Fischer | 126.96 | 69.80 | 53.44 | 115.00 | 87.00 | |||||
| Dr. Jörg Häring | 126.96 | 69.80 | 53.44 | 115.00 | 87.00 | |||||
| Franklin W. Maddux, MD | 126.96 | 69.80 | 53.44 | 115.00 | 87.00 | |||||
| Dr. Katarzyna Mazur-Hofsäß | 100.69 | 5.46 | 53.44 | 115.00 | 56.01 |
The amounts to be paid out in 2026 based on the overall target achievement for the fiscal year 2025 can be found in the following table:
Short-term incentive – Amounts to be paid in 2026 for the performance in the fiscal year
in € K
| Base salary | Multiplier | Target<br><br> amount | Cap (150%) | Overalltargetachievement in % | Payout <br><br>amount | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Helen Giza ^(1)^ | 1,593 | 1.05 | 1,673 | 2,510 | 87.00 | 1,455 | ||||||
| Craig Cordola, EdD ^(1)^ | 1,283 | 1.05 | 1,347 | 2,021 | 101.58 | 1,369 | ||||||
| Martin Fischer | 800 | 1.05 | 840 | 1,260 | 87.00 | 731 | ||||||
| Dr. Jörg Häring | 700 | 1.05 | 735 | 1,103 | 87.00 | 639 | ||||||
| Franklin W. Maddux, MD ^(1)^ | 938 | 1.05 | 985 | 1,478 | 87.00 | 857 | ||||||
| Dr. Katarzyna Mazur-Hofsäß | 1,064 | 1.05 | 1,117 | 1,676 | 56.01 | 626 | ||||||
| (1) | The compensation<br> benefits for Helen Giza, Craig Cordola, EdD, and Franklin W. Maddux, MD, are denominated<br> in U.S. dollars. The amounts were therefore subject to currency fluctuations. The translation<br> of U.S. dollar amounts was done at the average exchange rate for the applicable calendar<br> year. | |||||||||||
| --- | --- |
The corresponding information on the STI to be paid out in the fiscal year for the performance in the fiscal year 2024 was disclosed in the Compensation Report for the fiscal year 2024.
Long-term incentive – MB LTIP2020
Based on the Compensation System 2020+, Performance Shares were allocated in previous years to the Management Board members in office at the time under the MB LTIP 2020 as performance-based LTI compensation. In the fiscal year, the compensation from the Performance Shares allocated for 2022 was earned.
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Performance Shares under the MB LTIP 2020 are virtual (i.e., not backed by equity), cash-settled compensation instruments. Any amounts to be received from the Performance Shares are subject to the achievement of three equally weighted performance targets and further depend on the development of the stock exchange price of the Company’s shares. The performance period for the performance targets covers three fiscal years.
The allocation amount for the Performance Shares equaled 135% (multiplier of 1.35) of the relevant base salary of the respective Management Board member. To determine the number of Performance Shares to be allocated to the relevant Management Board member, the relevant allocation amount was divided by the value per Performance Share determined in accordance with IFRS 2 and considering the average price of the Company’s shares over a period of 30 calendar days prior to each relevant allocation date. The number of Performance Shares to vest for each Management Board member depended on the achievement of the performance targets.
Functioning
The functioning of the MB LTIP 2020 is shown in the following chart:
The Supervisory Board defined for each performance target the specific target values that lead to a target achievement of 0% (lower threshold), 100% and 200% (cap). The following applies to each performance target: If the lower target value is not exceeded, a target achievement of 0% applies. If the upper target value is reached or exceeded, a target achievement of 200% applies. Target achievement in the range between two adjacent target values is determined by linear interpolation. At the end of the three-year performance period, the Supervisory Board determines the overall target achievement by taking the average of the target achievement levels for the three performance targets in the applicable three-year performance period. The three performance targets are equally weighted.
Based on the degree of the overall target achievement, the number of Performance Shares to vest is determined for each Management Board member. The number of Performance Shares may increase or decrease over the performance period. A total loss as well as (at most) doubling of the allocated Performance Shares in case of a target achievement of 200% (cap) is possible. After the determination of the overall target achievement, the number of Performance Shares to vest is multiplied by the average price of the Company’s shares over the 30 calendar days preceding the relevant vesting date to calculate the corresponding amount received from the Performance Shares to vest. The total proceeds from the Performance Shares (i.e., the amount that can be earned under an allocation) are capped at 400% of the relevant allocation amount.
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The proceeds from the Performance Shares (after taxes and duties) are transferred to a bank, which uses them to purchase shares of the Company on the stock exchange. The shares acquired in this way are subject to a holding period of at least one year. In accordance with recommendation G.10 of the GCGC, the Management Board members can therefore only dispose of the LTI after a period of at least four years.
Link to strategy
The three performance targets revenue growth, net income growth and return on invested capital (ROIC) were selected because they provide effective incentives that the Company’s investments achieve a certain return, thereby supporting long-term, profitable growth and an attractive total return for shareholders. These performance targets form part of the Company’s primary key performance indicators or secondary financial performance indicators and support the execution of the Company’s long-term strategy.
The respective weightings of the individual performance targets for the LTI and their link to Fresenius Medical Care’s strategy are shown in the following chart:
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Target values and target achievement(Allocation 2022)
In the fiscal year 2025, the LTI from the allocation for 2022 was earned. The performance period from 2022 to 2024 was determinative for target achievement. The target values for the performance targets and the target achievement are shown in the following table:
Target values and target achievement for the Allocation 2022 under the MB LTIP 2020
| Target values | Actual values | Target achievement | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | **** | 0% | **** | 100% | **** | 200% | **** | As reported ^(1)^ | **** | Currency translation adjustment | **** | At constant currency according to plan terms | **** | **** | CAGR | **** | **** | **** |
| Revenue growth | ||||||||||||||||||
| 2022 | } | 10.1 | % | (8.0 | )% | 2.1 | % | } | ||||||||||
| 2023 | ≤ 2 | % | = 5 | % | ≥ 8 | % | 0.3 | % | 5.2 | % | 5.5 | % | 2.5 | % | 17 | % | ||
| 2024 | (0.6 | )% | 0.6 | % | 0.0 | % | ||||||||||||
| Net income growth | ||||||||||||||||||
| 2022 | } | (30.5 | )% | (6.1 | )% | (36.6 | )% | } | ||||||||||
| 2023 | ≤ 10 | % | = 17 | % | ≥ 20 | % | (25.9 | )% | 1.6 | % | (24.3 | )% | (19.3 | )% | 0 | % | ||
| 2024 | 7.8 | % | 1.6 | % | 9.4 | % | ||||||||||||
| Return on invested capital (ROIC) | ||||||||||||||||||
| 2022 | } | 3.3 | % | — | % | 3.3 | % | 0 | % | |||||||||
| 2023 | ≤ 5.5 | % | = 6.0 | % | ≥ 6.5 | % | 2.8 | % | — | % | 2.8 | % | 0 | % | ||||
| 2024 | 3.5 | % | — | % | 3.5 | % | 0 | % | ||||||||||
| Overall target achievement | 6 | % | ||||||||||||||||
| (1) | ROIC is<br> a Non-IFRS measure. For a description of ROIC and how the measure is calculated, see the<br> section “Performance management system” of the Group management report. | |||||||||||||||||
| --- | --- |
Vested amounts (Allocation 2022)
The following table shows the amounts that vested in the fiscal year 2025 from the allocation for 2022 and were awarded within the meaning of Section 162(1), first sentence AktG:
Long-term incentive – Vested amount from the Allocation 2022 of the MB LTIP 2020
| Fair Value at<br> allocation | Number of<br><br> allocated<br><br> Performance<br><br> Shares | Overall target<br><br> achievement | Number of <br><br>final<br><br> Performance<br><br> Shares | Share price<br> at vesting | Vested<br> amount | ||||
|---|---|---|---|---|---|---|---|---|---|
| in K | in % | in | in K | ||||||
| Members of the Management Board in office in the fiscal year | |||||||||
| Helen Giza ^(1)^ | 32,279 | 6 | 1,936 | ||||||
| Franklin W. Maddux, MD ^(1)^ | 20,974 | 6 | 1,258 | ||||||
| Dr. Katarzyna Mazur-Hofsäß | 26,074 | 6 | 1,564 | ||||||
| Former members of the Management Board | |||||||||
| Rice Powell ^(1)^ | 45,841 | 6 | 2,750 | ||||||
| William Valle ^(1)^ | 35,678 | 6 | 2,141 |
All values are in Euros.
| (1) | The compensation<br> benefits for Helen Giza, Franklin W. Maddux, MD, Rice Powell and William Valle are denominated<br> in U.S. dollars. The amounts concerned were therefore subject to currency fluctuations. The<br> translation of vested U.S. dollar amounts was done at the closing rate of the vesting date. |
|---|
19
The amounts that vested in the fiscal year 2025 (after taxes and duties) were not paid out but in accordance with the plan terms transferred to a bank, which used them to purchase shares of the Company on the stock exchange. The shares acquired in this way are subject to a holding period of at least one year.
Compliance with maximum compensation(Allocations 2022)
In the fiscal year, compliance with the maximum compensation from allocations from 2022 could be conclusively assessed since the vesting period for the LTI allocated in 2022 under the MB LTIP 2020 ended and the amount earned in this respect was determined. The individual maximum compensation limits for the respective Management Board members for 2022 were in each case complied with. No reduction of the LTI payout amount was necessary (as provided for to avoid exceeding the maximum compensation if necessary). The details are shown in the following table:
Compliancewith the maximum compensation of the members of the Management Board then in office for 2022
| in € K | Members of the Management Board in office in the<br><br> fiscal year | Former members of the Management Board | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Helen Giza | Franklin W. Maddux, MD ^(1)^ | Dr. Katarzyna<br><br> Mazur-Hofsäß | Dr. Carla Kriwet | Rice Powell ^(1)^ | William Valle ^(1)^ | |||||||||||||
| Base salary | 1,302 | 866 | 1,064 | 2,250 | ^(6)^ | 1,894 | 1,474 | |||||||||||
| Fringe benefits | 39 | 164 | 57 | 1,044 | ^(6)^ | 203 | 267 | |||||||||||
| Pension expense | 1,245 | ^(2)^ | 961 | ^(4)^ | 808 | ^(5)^ | — | — | 1,469 | ^(8)^ | ||||||||
| Total fixed components | 2,586 | 1,991 | 1,929 | 3,294 | 2,097 | 3,210 | ||||||||||||
| Short-term incentive | 510 | 339 | 416 | 176 | 741 | 577 | ||||||||||||
| Long-term incentive (MB LTIP 2020) | 90 | 59 | 72 | — | 128 | 100 | ||||||||||||
| Total variable components | 600 | 398 | 488 | 176 | 869 | 677 | ||||||||||||
| Total compensation for 2022 | 3,186 | 2,389 | 2,417 | 3,470 | 2,966 | 3,887 | ||||||||||||
| Cap short-term incentive | 1,641 | 1,091 | 1,341 | 567 | 2,386 | 1,857 | ||||||||||||
| Cap long-term incentive | 7,031 | 4,676 | 5,746 | 2,430 | 10,228 | 7,960 | ||||||||||||
| Maximum compensation | 12,000 | ^(3)^ | 7,000 | 7,000 | 12,000 | 10,750 | ^(7)^ | 9,500 | ||||||||||
| (1) | The maximum<br> compensation of Franklin W. Maddux, MD, Rice Powell and William Valle for 2022 is denominated<br> in U.S. dollars. For the presentation in this table, the U.S. dollar amounts were translated<br> with the exchange rate of €1/$1.11947 used when the maximum compensation in the Compensation<br> System 2020+ was determined. The amounts set out herein may therefore deviate from the amounts<br> set out in other tables of this Compensation Report or in tables of previous Compensation<br> Reports. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (2) | The pension<br> expense set out herein for 2022 relates to the pension commitment granted in 2022 and includes<br> the past service cost which relates to the service period rendered since the appointment<br> as a Management Board member effective October 1, 2019. The pension commitment was cancelled<br> in the fiscal year 2025 (see the section “Cash pension allowance instead of defined<br> contribution pension commitments”). | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (3) | Helen Giza<br> has been Chair since December 6, 2022. Therefore, the maximum compensation amount applicable<br> to the Chairperson applies to Helen Giza’s maximum compensation for 2022. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (4) | The pension<br> expense set out herein for 2022 relates to the pension commitment granted in 2022 and includes<br> the past service cost which relates to the service period rendered since the appointment<br> as a Management Board member effective January 1, 2020. The pension commitment was cancelled<br> in the fiscal year 2025 (see the section “Cash pension allowance instead of defined<br> contribution pension commitments”). | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (5) | Dr. Katarzyna<br> Mazur-Hofsäß was Chief Executive Officer for the Europe, Middle East and Africa<br> region until December 31, 2021. The base salary was increased in 2022 with a view to<br> Dr. Katarzyna Mazur-Hofsäß’ new responsibilities as Chief Executive<br> Officer for Care Enablement. The pension expense set out herein includes the past service<br> cost recognized in 2022 to account for the salary adjustment. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (6) | Dr. Carla<br> Kriwet was Chair from October 1, 2022, until December 5, 2022. The base salary<br> set out herein includes a severance payment in connection with Dr. Carla Kriwet’s<br> departure from the Management Board in the amount of €1,800 K; the fringe benefits<br> include an inaugural bonus in the amount of €100 K as well as payments for forfeited<br> benefits from a previous service relationship in the amount of €885 K. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (7) | Rice Powell<br> was a member of the Management Board until December 31, 2022, and until September 30,<br> 2022, also its Chair. The maximum compensation amount agreed with Rice Powell for 2022 reflects<br> these responsibilities on a pro-rated basis. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (8) | William<br> Valle was Chief Executive Officer for the North America region until December 31, 2021.<br> The base salary was increased in 2022 with a view to William Valle’s new responsibilities<br> as Chief Executive Officer for Care Delivery. The pension expense set out herein includes<br> the past service cost recognized in 2022 to account for the salary adjustment. | |||||||||||||||||
| --- | --- |
Compensation tables for the ManagementBoard members in office in the fiscal year
The following tables show the individualized compensation awarded or due in the fiscal year to each Management Board member in office in the fiscal year. In addition, the pension expense incurred for pension commitments is disclosed.
For the purposes of the following tables, compensation is deemed to have been awarded in the fiscal year if it has vested in the fiscal year. For this purpose, compensation is deemed to have vested in the year in which the underlying activity has been fully performed and the entitlement to payment of the compensation is no longer subject to any conditions precedent or conditions subsequent. For the LTI, this corresponds to the year in which the compensation is paid out. The LTI earned under the MB LTIP 2020 is to be regarded as awarded irrespective of the fact that the amounts earned are to be invested in shares of the Company to be acquired on the stock exchange in accordance with the applicable plan terms.
Based on this understanding, the STI is considered to have vested in the year and is shown in the following tables for the respective years, in which the underlying activity was performed. This facilitates comparison of the Management Board members’ performance with the Company’s performance in the same year and allows the STI to be allocated on an accrual basis to the year in which the performance was achieved. The columns for 2025 therefore contain the STI for the fiscal year 2025, which will be paid out in 2026, and the columns for 2024 contain the STI for 2024, which was paid out in the fiscal year 2025.
20
Compensation for forfeited compensation benefits from a previous employment relationship is reported under fringe benefits. The respective amount to be paid was determined taking into account the estimated value of the forfeited compensation benefits at the time of termination of the previous employment relationship. The amount to be paid does not exceed the market value of the forfeited compensation benefit determined at the time and is also limited to an amount that is less than the amount that the Management Board member would have received under the previous employment relationship in case of a 100% target achievement. Such payments were or are only made if the Management Board member has not resigned from office and the Company has not terminated such member’s service agreement and would not be entitled to terminate it when the payment becomes due.
Compensation of the members of the Management Board in office in the fiscal year
in € K
| Helen Giza | Craig Cordola,<br> EdD | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chief Executive<br> Officer and Chair of the Management Board | Chief Executive<br> Officer for Care Delivery | ||||||||||||||||||
| Management<br> Board member since November 1, 2019 | Management<br> Board member since January 1, 2024 | ||||||||||||||||||
| 2025 | 2024 ^(1)^ | 2025 | 2024 ^(1)^ | ||||||||||||||||
| Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | ||||||||||||
| Base salary | 1,593 | 1,663 | 1,283 | 1,340 | |||||||||||||||
| Fringe benefits | 76 | 80 | 82 | 447 | ^(3)^ | ||||||||||||||
| Cash pension<br> allowance | 3,236 | ^(2)^ | — | 513 | 536 | ||||||||||||||
| Total non-performance-based<br> compensation | 4,905 | 76 | 1,743 | 47 | 1,878 | 58 | 2,323 | 62 | |||||||||||
| Short-term<br> incentive | 1,455 | 23 | 1,844 | 50 | 1,369 | 42 | 1,395 | 38 | |||||||||||
| Long-term<br> incentive | 97 | 2 | 121 | 3 | — | — | — | — | |||||||||||
| Allocation 2021 (MB LTIP 2020) | 121 | — | |||||||||||||||||
| Allocation<br> 2022 (MB LTIP 2020) | 97 | — | |||||||||||||||||
| Total variable<br> compensation | 1,552 | 1,965 | 1,369 | 1,395 | |||||||||||||||
| Total compensation<br> according to Section 162(1) sent. 2 No. 1 AktG | 6,457 | 3,708 | 3,247 | 3,718 | |||||||||||||||
| Pension expense | — | 729 | — | — | |||||||||||||||
| Cancellation<br> of pension commitment | (2,599) | ^(2)^ | — | — | — | ||||||||||||||
| Total<br> compensation including pension commitment | 3,858 | 4,437 | 3,247 | 3,718 | |||||||||||||||
| Martin Fischer | Dr. Jörg<br> Häring | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Chief Financial<br> Officer | Legal, Compliance<br> and Human Resources | ||||||||||||||||||
| Management<br> Board member since October 1, 2023 | Management<br> Board member since June 1, 2024 | ||||||||||||||||||
| 2025 | 2024 ^(1)^ | 2025 | 2024 ^(1)^ | ||||||||||||||||
| Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | ||||||||||||
| Base salary | 800 | 800 | 700 | 408 | |||||||||||||||
| Fringe benefits | 329 | ^(4)^ | 437 | ^(4)^ | 30 | 354 | ^(6)^ | ||||||||||||
| Cash pension<br> allowance | 320 | 400 | ^(5)^ | 280 | 163 | ||||||||||||||
| Total non-performance-based<br> compensation | 1,449 | 66 | 1,637 | 65 | 1,010 | 61 | 925 | 67 | |||||||||||
| Short-term<br> incentive | 731 | 34 | 887 | 35 | 639 | 39 | 453 | 33 | |||||||||||
| Long-term<br> incentive | — | — | — | — | — | — | — | — | |||||||||||
| Allocation 2021 (MB LTIP 2020) | — | — | |||||||||||||||||
| Allocation<br> 2022 (MB LTIP 2020) | — | — | |||||||||||||||||
| Total variable<br> compensation | 731 | 887 | 639 | 453 | |||||||||||||||
| Total compensation<br> according to Section 162(1) sent. 2 No. 1 AktG | 2,180 | 2,524 | 1,649 | 1,378 | |||||||||||||||
| Pension expense | — | — | — | — | |||||||||||||||
| Cancellation<br> of pension commitment | — | — | — | — | |||||||||||||||
| Total<br> compensation including pension commitment | 2,180 | 2,524 | 1,649 | 1,378 |
21
Compensation of the members of the Management Board in office in the fiscal year
| Franklin<br> W. Maddux, MD | Dr. Katarzyna<br> Mazur-Hofsäß | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Global Chief Medical<br> Officer | Chief Executive<br> Officer for Care Enablement | ||||||||||||||||
| Management<br> Board member since January 1, 2020 | Management<br> Board member since September 1, 2018 | ||||||||||||||||
| 2025 | 2024 ^(1)^ | 2025 | 2024 ^(1)^ | ||||||||||||||
| Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | Absolute | Ratio<br> in % | ||||||||||
| Base salary | 938 | 979 | 1,064 | 1,064 | |||||||||||||
| Fringe benefits | 156 | 187 | 73 | 57 | |||||||||||||
| Cash pension<br> allowance | 2,151 | ^(2)^ | — | — | — | ||||||||||||
| Total non-performance-based<br> compensation | 3,245 | 78 | 1,166 | 49 | 1,137 | 62 | 1,121 | 42 | |||||||||
| Short-term<br> incentive | 857 | 21 | 1,086 | 46 | 626 | 34 | 1,429 | 54 | |||||||||
| Long-term<br> incentive | 63 | 2 | 107 | 5 | 72 | 4 | 116 | 4 | |||||||||
| Allocation 2021 (MB LTIP 2020) | 107 | 116 | |||||||||||||||
| Allocation<br> 2022 (MB LTIP 2020) | 63 | 72 | |||||||||||||||
| Total variable<br> compensation | 920 | 1,193 | 698 | 1,545 | |||||||||||||
| Total compensation<br> according to Section 162(1) sent. 2 No. 1 AktG | 4,165 | 2,359 | 1,835 | 2,666 | |||||||||||||
| Pension expense | — | 397 | 621 | 611 | |||||||||||||
| Cancellation<br> of pension commitment | (1,776) | ^(2)^ | — | — | — | ||||||||||||
| Total<br> compensation including pension commitment | 2,389 | 2,756 | 2,456 | 3,277 | |||||||||||||
| (1) | Note for<br> purposes of comparison between the amounts indicated for the fiscal year 2024 and those of<br> the fiscal year 2025 that the compensation is subject to foreign exchange rate fluctuations<br> depending on whether it is contractually denominated in euros (Martin Fischer, Dr. Jörg<br> Häring and Dr. Katarzyna Mazur-Hofsäß) or U.S. dollars (Helen Giza,<br> Craig Cordola, EdD, and Franklin W. Maddux, MD). In general, the translation of U.S. dollar<br> amounts was done at the average exchange rate for the applicable calendar year. For the long-term<br> incentive the translation of U.S. dollar amounts was done at the closing rate of the applicable<br> vesting date. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (2) | The previously<br> existing pension commitment was retroactively cancelled in the fiscal year 2025. The amount<br> paid for the financing of the pension commitment for the period since the appointment as<br> a Management Board member was reimbursed to the Company in the amount of the surrender value,<br> less transaction costs. The amount reported in previous years as “Pension expense,”<br> which corresponds to the insurance contributions paid by the Company at that time, is reported<br> in the line “Cancellation of pension commitment” with the cumulative amount for<br> previous years with a negative sign. The line “Cash pension allowance” includes<br> both the amounts that were payable on a pro rata temporis basis as cash pension allowance<br> amounting to 40% of the base salary in the fiscal year 2025 since the cancellation of the<br> pension commitment took effect, and the amount that was payable in the fiscal year 2025 in<br> implementation of the agreed cancellation of the pension commitment (i.e., the sum of the<br> insurance contributions that were paid until the cancellation of the pension commitment took<br> effect). | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (3) | The fringe<br> benefits of Craig Cordola, EdD, for the fiscal year 2024 include a payment of $450 K<br> (€416 K), which he received as compensation for forfeited compensation benefits from<br> a previous employment relationship. As agreed, Craig Cordola, EdD, invested 50% of the net<br> amount of this compensation in shares of the Company. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (4) | Martin Fischer’s<br> fringe benefits for the fiscal year 2024 and for the last time for the fiscal year 2025 each<br> include a payment of €300 K, which he received as compensation for forfeited compensation<br> benefits from a previous employment relationship. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (5) | Since October 1,<br> 2024, Martin Fischer has received the pension allowance described in this Compensation Report.<br> The defined contribution pension commitment previously promised to Martin Fischer in the<br> event of the conclusion of a corresponding reinsurance policy was canceled in view of the<br> new pension regulations under the Compensation System 2024+. The amount reported for the<br> fiscal year 2024 includes an amount of €320 K (corresponding to 40% of his annual base<br> salary), which Martin Fischer received in 2024 as compensation for the insurance contributions<br> that would otherwise have to be paid for the period from October 1, 2023, to September 30,<br> 2024. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (6) | Dr. Jörg<br> Häring’s fringe benefits for the fiscal year 2024 include a payment of €300<br> K, which he received as compensation for forfeited compensation benefits from a previous<br> employment relationship. | ||||||||||||||||
| --- | --- |
Outstanding share-based compensationcomponents
The following information concerns outstanding share-based compensation components. These relate solely to allocations of Performance Shares under the MB LTIP 2020 and the Management Board Long-Term Incentive Plan 2024+ (MB LTIP 2024+).
MB LTIP 2024+ (Allocation in thefiscal year)
In the fiscal year 2025, the Management Board members were allocated Performance Shares under the MB LTIP 2024+ as LTI compensation under the Compensation System 2024+.
Any amounts to be received from the Performance Shares are subject to the achievement of three performance targets and further depend on the development of the stock exchange price of the Company’s shares. The performance period for the performance targets covers three fiscal years, the vesting period four years from the date of allocation.
Based on the degree of the overall target achievement, the number of Performance Shares to vest is determined for each Management Board member. The number of Performance Shares may increase or decrease over the performance period. A total loss as well as (at most) doubling of the allocated Performance Shares in case of a target achievement of 200% (cap) is possible. After the determination of the overall target achievement, the number of Performance Shares to vest is multiplied by the average price of the Company’s shares over the 30 calendar days preceding the relevant vesting date in order to calculate the corresponding amount received from the Performance Shares to vest. The total proceeds from the Performance Shares (i.e., the amount that can be earned under an allocation) are capped at 400% of the relevant allocation amount.
22
The functioning of the MB LTIP 2024+ is shown in the following chart: [ESRS 2, 29a, d]
As in previous years, return on invested capital (ROIC) has been set as the profitability target.
Total shareholder return (TSR) compared to competitors (Relative TSR) is used as capital market target under the Compensation System 2024+. The capital markets target addresses investor-specific requirements for the inclusion of a relative performance measurement in comparison to relevant competitors and ties the compensation of the Management Board to the Company’s long-term capital market performance. The target achievement of the Relative TSR is determined based on the percentile ranking of the Company’s TSR performance in comparison to the TSR performance of companies in one or more comparison groups determined by the Supervisory Board. In general, STOXX® Europe 600 Health Care and S&P 500 Health Care indices are determined as comparison groups.
As in the previous year, the reduction in market-based CO2 equivalents (CO2e) emissions has been set as the sustainability target. This target is in line with the topic of climate protection relevant to the Group, which emerged from the most recent materiality analysis in 2023. Sustainability is an essential and integral part of the Fresenius Medical Care’s corporate strategy. Considering non-financial, sustainability-related objectives in the areas of Environment, Social and Governance (ESG) in the context of the LTI is derived from the Company’s commitment toward maintaining a responsible corporate culture, meets investor-specific and social requirements, and also promotes the Group’s long-term, sustainable development. [ESRS 2, 29b]
Information on the target values and the respective performance target achievement will be disclosed after the end of the performance period in the Compensation Report for the relevant fiscal year. More detailed information on the market-based CO2e emissions can be found in Fresenius Medical Care’s “Sustainability statement.”
23
Compensation claims arising from Performance Shares under the MB LTIP 2024+ may be paid in cash or settled in shares of the Company. The Supervisory Board has decided that the compensation claims arising from the Performance Shares allocated for the fiscal year 2025 shall be settled in shares of the Company after vesting.
The allocation amount for the Performance Shares equals 135% (multiplier of 1.35) of the relevant base salary of the respective Management Board member. The number of Performance Shares allocated for the fiscal year is shown in the following table:
Performance Shares allocated in the fiscal year under the MB LTIP 2024+
| Base salary | Multiplier | Allocation amount | Value<br>per<br>Performance<br>Share<br>at allocation (1) | Number of<br><br> Performance<br><br> Shares | Cap (400%) | |||
|---|---|---|---|---|---|---|---|---|
| in K | in K | in | in K | |||||
| Helen Giza ^(2)^ | 1.35 | 59,543 | ||||||
| Craig Cordola, EdD ^(2)^ | 1.35 | 47,965 | ||||||
| Martin Fischer | 1.35 | 27,551 | ||||||
| Dr. Jörg Häring | 1.35 | 24,107 | ||||||
| Franklin W. Maddux, MD ^(2), (3)^ | 1.35 | 35,064 | ||||||
| Dr. Katarzyna Mazur-Hofsäß ^(4)^ | 1.35 | 36,643 |
All values are in Euros.
| (1) | The value<br> per Performance Share as set out herein and relevant for the number of Performance Shares<br> to be allocated is determined according to the plan terms considering the average price of<br> the Company’s shares over a period of 30 calendar days prior to the allocation date<br> and assuming a 100% target achievement for the performance target “Relative TSR”,<br> which is why it may deviate from the Fair Value according to IFRS 2. |
|---|---|
| (2) | The compensation<br> benefits for Helen Giza, Craig Cordola, EdD, and Franklin W. Maddux, MD, are denominated<br> in U.S. dollars. The amounts concerned are therefore subject to currency fluctuations. The<br> translation of U.S. dollar amounts was done at the average exchange rate for the applicable<br> calendar year. |
| --- | --- |
| (3) | The Performance<br> Shares allocated to Franklin W. Maddux, MD, can be earned in accordance with the plan conditions<br> of the MB LTIP 2024+ also after termination of his service agreement at the end of the fiscal<br> year. Further information on the agreements made with Franklin W. Maddux, MD, can be found<br> in the section “Agreements with members of the Management Board who resigned from office<br> at the end of the fiscal year.” |
| --- | --- |
| (4) | The Performance<br> Shares allocated to Dr. Katarzyna Mazur-Hofsäß forfeited in accordance with<br> the plan conditions of the MB LTIP 2024+ upon termination of her service agreement at the<br> end of the fiscal year. Further information on the agreements made with Dr. Katarzyna<br> Mazur-Hofsäß can be found in the section “Agreements with members of the<br> Management Board who resigned from office at the end of the fiscal year.” |
| --- | --- |
24
Overview of outstanding share-basedcompensation components
The status of the outstanding Performance Shares of the current and former Management Board members as of the end of the fiscal year and further information on this are shown in the following table:
Overview of outstanding Performance Shares allocated under the MB LTIP 2020 and under the MB LTIP 2024+
| Allocation date | Vesting date | Fair Value at<br> allocation (1) | Number of<br><br> allocated<br><br> Performance<br><br> Shares | Overalltargetachievement(if final) | Number of<br><br> Performance<br><br> Shares as of<br><br> December 31, 2025 | ||||
|---|---|---|---|---|---|---|---|---|---|
| in K | in % | ||||||||
| Members of the Management Board in office in the fiscal year | |||||||||
| Helen Giza | |||||||||
| Allocation 2023 | March 1, 2023 | March 1, 2026 | 67,568 | 34 | 22,973 | ||||
| Allocation 2024 | March 1, 2024 | March 1, 2028 | 71,358 | 71,358 | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 59,543 | 59,543 | |||||
| Total | 198,469 | 153,874 | |||||||
| Craig Cordola, EdD | |||||||||
| Allocation 2024 | March 1, 2024 | March 1, 2028 | 57,483 | 57,483 | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 47,965 | 47,965 | |||||
| Total | 105,448 | 105,448 | |||||||
| Martin Fischer | |||||||||
| Allocation 2023 | October 1, 2023 | October 1, 2026 | 7,037 | 34 | 2,393 | ||||
| Allocation 2024 | March 1, 2024 | March 1, 2028 | 34,242 | 34,242 | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 27,551 | 27,551 | |||||
| Total | 68,830 | 64,186 | |||||||
| Dr. Jörg Häring | |||||||||
| Allocation 2024 | June 1, 2024 | June 1, 2028 | 15,850 | 15,850 | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 24,107 | 24,107 | |||||
| Total | 39,957 | 39,957 | |||||||
| Franklin W. Maddux, MD ^(2)^ | |||||||||
| Allocation 2023 | March 1, 2023 | March 1, 2026 | 39,790 | 34 | 13,529 | ||||
| Allocation 2024 | March 1, 2024 | March 1, 2028 | 42,022 | 42,022 | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 35,064 | 35,064 | |||||
| Total | 116,876 | 90,615 | |||||||
| Dr. Katarzyna Mazur-Hofsäß ^(3)^ | |||||||||
| Allocation 2023 | March 1, 2023 | March 1, 2026 | 42,852 | 34 | — | ||||
| Allocation 2024 | March 1, 2024 | March 1, 2028 | 45,542 | — | |||||
| Allocation 2025 | March 1, 2025 | March 1, 2029 | 36,643 | — | |||||
| Total | 125,037 | — | |||||||
| Former members of the Management Board | |||||||||
| William Valle | |||||||||
| Allocation 2023 | March 1, 2023 | March 1, 2026 | 61,938 | 34 | 21,059 | ||||
| Total | 61,938 | 21,059 |
All values are in Euros.
| (1) | The IFRS<br> 2 Fair Value in general reflects all market conditions. The amounts set out for the Allocations<br> 2024 and 2025 are based on a 100% target achievement for the performance target “Relative<br> TSR” to avoid the allocation value being influenced by short-term volatility in the<br> development of the Company’s Relative TSR and to enable comparability of the allocation<br> value with those from previous years. |
|---|---|
| (2) | The Performance<br> Shares allocated to Franklin W. Maddux, MD, can be earned in accordance with the plan conditions<br> of the MB LTIP 2020 and of the MB LTIP 2024+ also after termination of his service agreement<br> at the end of the fiscal year. Further information on the agreements made with Franklin W.<br> Maddux, MD, can be found in the section “Agreements with members of the Management<br> Board who resigned from office at the end of the fiscal year.” |
| --- | --- |
| (3) | The Performance<br> Shares allocated to Dr. Katarzyna Mazur-Hofsäß forfeited in accordance with<br> the plan conditions of the MB LTIP 2020 and of the MB LTIP 2024+ upon termination of her<br> service agreement at the end of the fiscal year. Further information on the agreements made<br> with Dr. Katarzyna Mazur-Hofsäß can be found in the section “Agreements<br> with members of the Management Board who resigned from office at the end of the fiscal year.” |
| --- | --- |
25
Temporal profile of the share-basedcompensation components
The following chart shows a simplified, schematic representation of the temporal profile of the share-based compensation components outstanding in the fiscal year. The details can be found in the explanations above.
Share ownership guidelines and shareholdings
The Compensation System 2024+ introduced formal Share Ownership Guidelines (SOG) to tie the Management Board members’ compensation even more closely to the interests of the shareholders and the Group’s sustainable development.
The SOG provide that the Chairperson of the Management Board must invest an amount equaling 200% and the other Management Board members must invest an amount equaling 150% of their relevant annual base salary in shares of the Company. The highest annual base salary during the period in which the shares are to be acquired applies. The shares must in general be acquired within four years of the start of the respective service agreement, but no earlier than January 1, 2024, (build-up period) and must be held for a period of at least two years after the end of the respective service agreement. If the service agreement ends before the end of the build-up period, the amount to be invested until the end of the service agreement refers to 100% of the relevant annual base salary and is reduced on a pro rata temporis basis depending on the duration of the build-up period.
Should the relevant amount not be invested in full, the Supervisory Board may determine consequences in accordance with the SOG. This may include the Management Board member being ineligible for further LTI allocations.
Existing acquisition or shareholding requirements, such as from the MB LTIP 2020, remain unaffected. Shares acquired prior to the beginning of the investment period relevant for the SOG or as part of an equity settlement under an LTI are credited to the investment obligation under the SOG. Changes in the value of the shares after acquisition are not taken into account for purposes of the fulfillment of the investment obligation under the SOG.
The shareholdings notified to the Company as of the end of the fiscal year of the Management Board members as well as the status of the fulfillment of the SOG are shown in the following table. The investment obligation under the SOG may be satisfied by acquisition of shares or American Depositary Shares (ADSs) representing shares. For simplification purposes, the number of shares and ADSs have been combined in the following table. Where ADSs are held, two ADSs represent one share.
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Overview on the SOG requirements and on the status
| SOG requirements | Status<br> as of December 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Management<br> Board<br><br> member since | Annual<br> base<br> salary | SOG<br> amount<br><br> in % of base <br><br> salary | SOG<br> amount | To<br> fulfill until (build-<br><br> up period) | Amount<br> invested (3) | Status<br> of<br><br> fulfillment | Number<br> of<br><br> shares | ||||
| in<br> K | in<br> % | in<br> K | in<br> K | in<br> % | |||||||
| Helen<br> Giza ^(1)^ | November 1,<br> 2019 | 200 | December 31,<br> 2027 | 25 | 18,221 | ||||||
| Craig<br> Cordola, EdD ^(1)^ | January 1, 2024 | 150 | December 31, 2027 | 69 | 39,448 | ||||||
| Martin Fischer | October 1, 2023 | 150 | December 31, 2027 | — | — | ||||||
| Dr. Jörg Häring | June 1, 2024 | 150 | May 31, 2028 | — | — | ||||||
| Franklin<br> W. Maddux, MD ^(1), (2)^ | January 1, 2020 | 50 | December 31, 2025 | 250 | 24,463 | ||||||
| Dr. Katarzyna<br> Mazur-Hofsäß ^(2)^ | September 1,<br> 2018 | 50 | December 31,<br> 2025 | 111 | 13,829 |
All values are in Euros.
| (1) | The annual<br> base salary and consequently also the SOG amount and the amount invested for Helen Giza,<br> Craig Cordola, EdD, and Franklin W. Maddux, MD, is denominated in U.S. dollars. For the presentation<br> in this table, the U.S. dollar amounts were translated with the average exchange rate of<br> the calendar year. |
|---|---|
| (2) | The build-up<br> period applicable to Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß<br> ended early due to the termination of their service agreements at the end of the fiscal year.<br> Under the SOG, Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß were<br> therefore required to invest 50% of their respective last annual base salary on a pro rata<br> temporis basis until then. |
| --- | --- |
| (3) | To the extent<br> the acquisition is made in a currency other than that of the agreed base salary and consequently<br> also of the SOG amount, the translation of the invested amounts is done at the exchange rate<br> of the respective acquisition date. |
| --- | --- |
Other benefits and commitments
The following information concerns benefits and commitments to Management Board members within the meaning of Section 162(2) AktG and related disclosures as, for instance, on the cash pension allowance.
Benefits from third parties
Unless otherwise stated in this Compensation Report, no benefits were awarded or promised to the Management Board members by a third party in the fiscal year with regard to their activities as Management Board members, and compensation awarded to Management Board members for management activities or supervisory board mandates in Group companies is offset against the compensation of the respective Management Board member. If the Supervisory Board resolves that compensation awarded to Management Board members for supervisory board activities outside the Group shall be deducted in full or in part from the compensation of the respective Management Board member, this will be made transparent accordingly.
Pension-related obligations
The pension arrangements with the Management Board members in general consist of a pension allowance. For individual Management Board members who were appointed before January 1, 2019, individual, performance-based (i.e., defined benefit) contractual pension commitment exist instead.
Cash pension allowance instead ofdefined contribution pension commitments
Helen Giza, Craig Cordola, EdD, Martin Fischer, Dr. Jörg Häring, and Franklin W. Maddux, MD, receive a cash pension payment allowance in the amount of 40% of their respective base salary in accordance with the Compensation System 2024+. The pension allowance is generally paid in the same cycle as the base salary.
The defined contribution pension commitments for Helen Giza and Franklin W. Maddux, MD, were retroactively canceled in the fiscal year in accordance with the agreements concluded with them in 2024. To compensate for the cancellation of the pension commitments, Helen Giza and Franklin W. Maddux, MD, each received a payment in the fiscal year, as agreed, in the amount equal to the total insurance contributions that had been made to finance the respective pension commitments until the cancellation took effect. The amounts recorded as pension expense, which had been paid by the Company to finance the pension commitments, were reimbursed to the Company in the amount of the surrender value after deduction of transaction costs. There are no longer any defined contribution pension commitments for Management Board members.
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Defined benefit pension commitments
Dr. Katarzyna Mazur-Hofsäß and individual former Management Board members were each made a defined benefit pension commitment.
The defined benefit pension commitments each provide for a retirement pension and survivor benefits (Hinterbliebenenversorgung) as of the time of conclusively ending active work (at age 65 at the earliest) or upon occurrence of disability or incapacity to work (Berufs- oder Erwerbsunfähigkeit) or of a full or partial reduction in earning capacity (Erwerbsminderung), calculated by reference to the amount of the most recent base salary.
The retirement pension in general amounts to 30% of the pensionable income. The percentage increases by 1.5 percentage points for each full year of service, up to a maximum of 45%. The pensionable income is determined based on the average base salary in the last five years before the occurrence of the insured event. Current retirement pensions increase according to statutory requirements (Section 16 of the German Act on the Improvement of Company Pension Plans (Gesetz zur Verbesserung der betrieblichen Altersversorgung – BetrAVG)). In general, 30% of the gross amount of any post-retirement income from an activity of the Management Board member is to be offset against the pension.
If the Management Board member dies, the surviving spouse receives a pension amounting to 60% of the pension claim applicable at that time. Furthermore, the deceased Management Board member’s natural legitimate children (leibliche eheliche Kinder) receive an orphan’s pension amounting to 20% of the pension claim applicable at that time until they complete their education, but no longer than they reach 25 years of age. However, all orphans’ pensions and the surviving spouse’s pension, taken together, may not exceed 90% of the Management Board member’s pension claim.
If the Management Board member leaves the Management Board before reaching the age of 65, the rights to the aforementioned benefits survive. In such case, however, the pension to be paid is reduced – unless the Management Board member ceases to hold office because a covered event occurs (disability or incapacity to work, payment of a survivor’s pension in case of death or, if applicable, early retirement) – in proportion to the ratio of the actual years of service as a Management Board member to the potential years of service until reaching the age of 65.
According to IAS 19, the pension commitment for Dr. Katarzyna Mazur-Hofsäß has increased by €332 K in the fiscal year and amounted to €3,992 K on December 31, 2025 (December 31, 2024: €3,660 K).
U.S.-based 401(k) SavingsPlan
Based on individual contractual commitments, Helen Giza and Craig Cordola, EdD, participated in the U.S.-based 401(k) savings plan in the fiscal year. In this context, an amount of $10,500 (€9,292) for each of Helen Giza and Craig Cordola, EdD, was earned in the fiscal year. This plan generally allows employees in the U.S. to invest a limited portion of their gross salaries in retirement pension programs. Fresenius Medical Care supports its employees at this with matching contributions of up to 50% of the annual payments.
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Post-contractual non-competitionclause
A post-contractual non-competition clause was agreed with each Management Board member. If such clause becomes applicable, the Management Board member will receive, for a period of up to two years, non-compete compensation amounting to half of the respective annual base salary for each year the non-competition clause is applied.
Change of control
The service agreements of the Management Board members contain no express provisions for the event of a change of control.
Severance payment cap
The service agreements of the Management Board members provide for a severance payment cap. Under this cap, payments in connection with the early termination of a Management Board activity may not exceed the value of two years’ compensation and may not compensate for more than the remaining term of the service agreement. To calculate the relevant annual compensation, only the fixed compensation components are applied. If the Company has terminated the service agreement for good cause or would be entitled to do so, no severance payments will be made.
Continued compensation in cases ofsickness
The Management Board members have received individual contractual commitments to obtain continued compensation in cases of sickness for a maximum of twelve months; after six months of sick leave, insurance benefits may be offset against such payments. If a Management Board member dies, the surviving dependents will be paid three more monthly installments after the month of death, not to exceed, however, the amount due for the period until the scheduled expiration of the relevant service agreement.
Agreements with members of the ManagementBoard who resigned from office at the end of the fiscal year
Franklin W. Maddux, MD, left the Management Board early at the end of the fiscal year after informing the Supervisory Board of his intention to retire. It was agreed with Franklin W. Maddux, MD, that his service agreement is terminated at the end of the fiscal year and that he is entitled to compensation for the period until the end of the fiscal year in accordance with his service agreement (including STI for the fiscal year). Performance Shares allocated to Franklin W. Maddux, MD, as LTI will continue to vest due to his age in accordance with the retirement clause of the applicable plan conditions. It was agreed with Franklin W. Maddux, MD, that he will receive a net reimbursement of up to €10 K in connection with relocation costs. Further, a post-contractual non-competition clause was agreed with Franklin W. Maddux, MD, for the period from January 1, 2026 to December 31, 2027. The annual compensation Franklin W. Maddux, MD, is entitled to receive for the post-contractual non-competition clause amounts to $530 K (€469 K). Since his pension commitment was canceled in the fiscal year as agreed, Franklin W. Maddux, MD, is not entitled to a pension.
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Dr. Katarzyna Mazur-Hofsäß left the Management Board early at the end of the fiscal year after informing the Supervisory Board of her intention to retire. It was agreed with Dr. Katarzyna Mazur-Hofsäß that her service agreement is terminated at the end of the fiscal year and that she is entitled to compensation for the period until the end of the fiscal year in accordance with her service agreement (including the STI for the fiscal year). Performance Shares allocated to Dr. Katarzyna Mazur-Hofsäß as LTI and not vested by the end of the fiscal year have been forfeited in accordance with the applicable plan conditions. It was agreed with Dr. Katarzyna Mazur-Hofsäß that she is entitled to the fringe benefits agreed in her service agreement (including the use of her company car) as severance payment for the period until March 31, 2026. Further, a post-contractual non-competition clause was agreed with Dr. Katarzyna Mazur-Hofsäß for the period from January 1, 2026 to December 31, 2027. The annual compensation that Dr. Katarzyna Mazur-Hofsäß is entitled to receive for the post-contractual non-competition clause amounts to €532 K and is to be offset against her severance payment. Dr. Katarzyna Mazur-Hofsäß is entitled to a pension from age 65 in accordance with her pension commitment described above. As agreed, no further entitlements under the pension commitment have been acquired since the end of the fiscal year.
The respective above agreements with Franklin W. Maddux, MD, and Dr. Katarzyna Mazur-Hofsäß are in line with the applicable Compensation System 2024+ and the relevant recommendations of the GCGC.
The compensation awarded or due to Dr. Katarzyna Mazur-Hofsäß for the years 2023, 2024 and 2025 is disclosed in the Compensation Reports for the relevant fiscal years and in each case does not exceed the applicable maximum compensation. Dr. Katarzyna Mazur-Hofsäß cannot earn any further compensation for the aforementioned years, as all non-vested LTI entitlements have been forfeited at the end of the fiscal year. Compliance with the maximum compensation for Franklin W. Maddux, MD, for the aforementioned years will be reported in the Compensation Reports for the fiscal years in which his LTI entitlements are earned, as applicable.
Further information
Compensation of the U.S. members of the Management Board Helen Giza, Craig Cordola, EdD, and Franklin W. Maddux, MD, was paid or taxed partly in the U.S. (in U.S. dollars) and partly in Germany (in euros). With respect to the amount paid in Germany, it was agreed with the aforementioned Management Board members that, due to varying tax rates in both countries, the increased or lower tax burden to such Management Board members arising from German tax rates in comparison to U.S. tax rates will be balanced or will be paid back by them (net compensation). Pursuant to a modified net compensation agreement, these Management Board members will be treated as if they were taxed in the U.S. only. Since the actual tax burden can be calculated only in connection with the preparation of the Management Board members’ tax returns, subsequent adjustments may have to be made, which will then be retroactively covered in future Compensation Reports.
The Company has taken out Directors & Officers insurance for members of the Management Board against whom claims are made on the basis of their activities for the Company and the Group companies. The Directors & Officers insurance includes a deductible that complies with the provisions of the German Stock Corporation Act.
In accordance with applicable legal requirements, no loans or advance payments on future compensation components were awarded to Management Board members in the fiscal year.
30
Former Management Board members’compensation
The compensation awarded or due to former Management Board members in the fiscal year is shown individually in the following table, unless the respective member left before the end of 2015. Management Board members who left before the end of 2015 received pension payments totaling €652 K in the fiscal year. Otherwise, no compensation was awarded or due to former Management Board members in the fiscal year.
Compensation of the former members of the Management Board
in € K
| Michael Brosnan ^(1)^ | Roberto Fusté | Ronald Kuerbitz ^(1)^ | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management Board member <br><br>until October 31, 2019 | Management Board member<br><br> until March 31, 2016 | Management Board member<br><br> until February 17, 2017 | ||||||||||
| Absolute | Ratio in % | Absolute | Ratio in % | Absolute | Ratio in % | |||||||
| Pension payments | 382 | 337 | 130 | |||||||||
| Fringe benefits | — | — | — | |||||||||
| Total non-performance-based compensation | 382 | 100 | 337 | 100 | 130 | 100 | ||||||
| Long-term incentive – Allocation 2022 (MB LTIP 2020) | — | — | — | |||||||||
| Total variable compensation | — | — | — | — | — | — | ||||||
| Total compensation according to Sec. 162 para. 1 sent. 2 no. 1 AktG | 382 | 337 | 130 | |||||||||
| Rice Powell ^(1)^ | William Valle ^(1)^ | Kent Wanzek ^(1)^ | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Management Board member<br><br> until December 31, 2022 | Management Board member<br><br> until December 31, 2023 | Management Board member<br><br> until December 31, 2021 | ||||||||||
| Absolute | Ratio in % | Absolute | Ratio in % | Absolute | Ratio in % | |||||||
| Pension payments | 699 | 60 ^(2)^ | 278 | |||||||||
| Fringe benefits | — | — | — | |||||||||
| Total non-performance-based compensation | 699 | 84 | 60 | 36 | 278 | 100 | ||||||
| Long-term incentive – Allocation 2022 (MB LTIP 2020) | 138 | 107 | — | |||||||||
| Total variable compensation | 138 | 16 | 107 | 64 | — | — | ||||||
| Total compensation according to Sec. 162 para. 1 sent. 2 no. 1 AktG | 837 | 167 | 278 | |||||||||
| (1) | The compensation<br> benefits for Michael Brosnan, Ronald Kuerbitz, Rice Powell, William Valle and Kent Wanzek<br> are denominated in U.S. dollars. The amounts were therefore subject to currency fluctuations.<br> In general, the translation of U.S. dollar amounts was done at the average exchange rate<br> for the applicable calendar year. For the long-term incentive the translation of U.S. dollar<br> amounts was done at the closing rate of the applicable vesting date. | |||||||||||
| --- | --- | |||||||||||
| (2) | The payment<br> of the entitlement to the pension payment set out herein was reduced, as agreed, in the full<br> amount by the amount that William Valle was entitled to receive as compensation for the post-contractual<br> non-competition clause agreed with him in 2023 for the fiscal year. | |||||||||||
| --- | --- |
For an explanation as to how the compensation components correspond to the relevant compensation system, as to how compensation promotes the long-term development of the Company, as to how the performance criteria were applied and as to under what conditions compensation is regarded to have been awarded in the fiscal year, see the respective aforementioned statements regarding the compensation for the Management Board members in office in the fiscal year.
Remuneration of the members of theSupervisory Board
The Supervisory Board advises and monitors the Management Board and is involved in the strategy and planning and in all matters of fundamental importance to Fresenius Medical Care. In view of these tasks, which carry a high degree of responsibility, the members of the Supervisory Board are intended to receive appropriate remuneration, which also takes sufficient account of the time required to hold the Supervisory Board office. In addition, Supervisory Board remuneration that is appropriate also with respect to the market environment ensures that the Company will continue to have qualified candidates for the Supervisory Board in the future. Appropriate remuneration of the Supervisory Board members thus contributes to the promotion of the business strategy and the long-term development of the Company.
The remuneration for the members of the Supervisory Board is granted based on the Company’s Articles of Association, which is resolved by the Company’s general meeting of shareholders. [ESRS 2, 29e] According to Article 14 of the Articles of Association, the members of the Supervisory Board receive fixed remuneration and, if they serve on committees of the Supervisory Board, in general remuneration for these committee activities.
31
The fixed remuneration for service on the Supervisory Board or committees of the Supervisory Board is payable in four equal installments at the end of a calendar quarter. The members of the Supervisory Board in accordance with suggestion A.18, first sentence, of the GCGC do not receive variable remuneration; the remuneration awarded and due to them exclusively comprises fixed remuneration components. No sustainability targets are therefore taken into account in the remuneration of the members of the Supervisory Board. [ESRS 2, 29d]
If a fiscal year is not a complete calendar year, the remuneration relating to a full fiscal year is paid on a pro rata temporis basis. This in general applies accordingly if members of the Supervisory Board hold their office in the Supervisory Board or in a committee of the Supervisory Board or hold the office as Chairperson or Deputy Chairperson only during a part of a fiscal year.
The members of the Supervisory Board are reimbursed for the expenses incurred in the exercise of their office, including any statutory value-added tax owed by them. The Company has taken out Directors & Officers insurance for the members of the Supervisory Board.
Changes to the remuneration in previousyear
The Company’s 2024 AGM resolved with a majority of 99.49% of the votes cast to amend the corresponding provisions of the Articles of Association with effect from July 1, 2024. The remuneration of the members of the Supervisory Board was increased moderately overall to appropriately take into account the further increased demands regarding the responsibilities of the Supervisory Board and certain Supervisory Board committees as well as the corresponding increase in time expenditure. At the same time, it should be ensured that the Company remains competitive in attracting highly qualified Supervisory Board candidates. The currency of the remuneration was changed from U.S. dollars to euros.
Since July 1, 2024, remuneration for work on the Supervisory Board and its committees has been as follows:
The fixed remuneration for each Supervisory Board member amounts to €170 K per year. The Chairperson receives double this amount (i.e., €340 K) and the Deputy Chairperson receives one and a half times this amount (i.e., €255 K).
The members of the Audit Committee and the Presiding Committee receive €55 K per year for their work in each of these committees. The Chairperson of each of these committees receives double this amount (i.e., €110 K).
The members of the Compensation Committee and the Nomination Committee as well as any other committee receive €40 K per year for their work in each of these committees. The Chairperson of each of these committees receives double this amount (i.e., €80 K).
No additional remuneration is paid for serving as a member of the Mediation Committee or for serving as a Deputy Chairperson in the committees of the Supervisory Board.
32
Remuneration awarded and due in thefiscal year
The remuneration awarded or due in the fiscal year to the members of the Company’s Supervisory Board is shown in the following table. No remuneration was awarded or due to former Supervisory Board members in the fiscal year.
Remuneration of the members of the Supervisory Board in office in the fiscal year
in € K
| Remuneration for <br><br>supervisory board<br><br> activities | Remuneration for <br><br>committee services | Total remuneration | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 ^(1)^ | 2025 | 2024 ^(1)^ | 2025 | 2024 ^(1)^ | |||||||
| Michael Sen ^(2)^ | 340 | 318 | 190 | 191 | 530 | 509 | ||||||
| Stefanie Balling ^(3)^ | 255 | 215 | 110 | 105 | 365 | 320 | ||||||
| Ralf Erkens ^(4)^ | 170 | 150 | 55 | 39 | 225 | 189 | ||||||
| Beate Haßdenteufel ^(5)^ | 170 | 150 | — | 11 | 170 | 161 | ||||||
| Sara Hennicken ^(6)^ | 170 | 174 | 40 | 38 | 210 | 212 | ||||||
| Regina Karsch ^(7)^ | 170 | 150 | 40 | 31 | 210 | 181 | ||||||
| Shervin J. Korangy ^(8)^ | 170 | 159 | 80 | 86 | 250 | 245 | ||||||
| Dr. Marcus Kuhnert ^(9)^ | 170 | 159 | 165 | 138 | 335 | 297 | ||||||
| Frank Michael Prescher ^(10)^ | 170 | 150 | 55 | 39 | 225 | 189 | ||||||
| Gregory Sorensen, MD ^(11)^ | 170 | 159 | 55 | 54 | 225 | 213 | ||||||
| Dr. Manuela Stauss-Grabo ^(12)^ | 170 | 150 | 40 | 37 | 210 | 187 | ||||||
| Pascale Witz ^(13)^ | 170 | 172 | 120 | 127 | 290 | 299 | ||||||
| Total | 2,295 | 2,106 | 950 | 896 | 3,245 | 3,002 | ||||||
| (1) | The currency<br> of the remuneration was changed from U.S. dollars to euros effective July 1, 2024. The<br> translation of U.S. dollar amounts for the period from January 1, 2024, to June 30,<br> 2024, was made using the average exchange rate for the first half of 2024. | |||||||||||
| --- | --- | |||||||||||
| (2) | Member and<br> Chair of the Supervisory Board as well as of the Presiding Committee and the Nomination Committee. | |||||||||||
| --- | --- | |||||||||||
| (3) | Since January 26,<br> 2024, member of the Supervisory Board. Since March 14, 2024, Deputy Chair of the Supervisory<br> Board as well as member and Deputy Chair of the Audit Committee and the Presiding Committee. | |||||||||||
| --- | --- | |||||||||||
| (4) | Since January 26,<br> 2024, member of the Supervisory Board. Since March 14, 2024, member of the Presiding<br> Committee. | |||||||||||
| --- | --- | |||||||||||
| (5) | Since January 26,<br> 2024, member of the Supervisory Board. | |||||||||||
| --- | --- | |||||||||||
| (6) | Member of<br> the Supervisory Board and of the Nomination Committee. Until March 14, 2024, Deputy<br> Chair of the Supervisory Board. | |||||||||||
| --- | --- | |||||||||||
| (7) | Since January 26,<br> 2024, member of the Supervisory Board. Since March 14, 2024, member of the Compensation<br> Committee. | |||||||||||
| --- | --- | |||||||||||
| (8) | Member of<br> the Supervisory Board, member of the Compensation Committee as well as member and Deputy<br> Chair of the Nomination Committee. | |||||||||||
| --- | --- | |||||||||||
| (9) | Member of<br> the Supervisory Board, member and Chair of the Audit Committee as well as member of the Presiding<br> Committee. | |||||||||||
| --- | --- | |||||||||||
| (10) | Since January 26,<br> 2024, member of the Supervisory Board. Since March 14, 2024, member of the Audit Committee. | |||||||||||
| --- | --- | |||||||||||
| (11) | Member<br> of the Audit Committee. | |||||||||||
| --- | --- | |||||||||||
| (12) | Since January 26,<br> 2024, member of the Supervisory Board. Since March 14, 2024, member and Deputy Chair<br> of the Compensation Committee. | |||||||||||
| --- | --- | |||||||||||
| (13) | Member and Chair of the Compensation<br> Committee as well as member of the Nomination Committee. Until March 14, 2024, also<br> member and Deputy Chair of the Audit Committee. | |||||||||||
| --- | --- |
Comparative presentation of the developmentof the compensation
The development of the compensation awarded or due to the current and former members of the Management Board and the Supervisory Board, the development of the Company’s earnings and the development of the average compensation of employees on a full-time equivalent (FTE) basis are shown comparatively in the following table. The disclosures are also made for the former members of the management board of the Company’s former general partner. The disclosures are only made for persons to whom compensation was awarded or due in the fiscal year.
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Metrics forthe performance of the Company
The Company’s earnings development pursuant to German commercial law is shown in the Company’s annual results for the year under German commercial law. For the comparative presentation of the Company’s performance, revenue and net income as well as operating income and return on invested capital (ROIC) are also used. These figures also serve as primary key performance indicators or secondary financial performance indicators of the group and as performance targets for the Management Board members’ variable compensation.
Financial figures
The figures set out in the compensation comparison are disclosed at current currency, while the growth rates relating to the Management Board members’ LTI are determined at constant currency and the figures relating to the Management Board members’ STI are translated at the exchange rates that were applied for the determination of the target values.
As disclosed in the Compensation Reports for the relevant years, the figures used for determining the level of target achievement and for determining the Management Board members’ compensation were and are, in some cases, adjusted for certain effects to ensure comparability of the figures with respect to the operational performance.
Consequently, there is only a limited degree of comparability between the figures relating to each year shown in the following table and the corresponding amounts of the Management Board members’ compensation and, in particular, between these figures in terms of their respective annual change.
Compensationof the Management Board
In accordance with the applicable plan terms, an award within the meaning of this Compensation Report from the LTI to the Management Board members is generally made only after expiry of the multi-year vesting period. As a result, compensation awarded or due to Management Board members is usually lower in the first years of their Management Board activity than in subsequent years.
The vesting periods for the various LTIs included in the following table are not identical. This means that more than one LTI tranche could be earned in certain years and is therefore deemed to have been awarded. This applies, for example, to the 2019 allocation under the Management Board Long-Term Incentive Plan 2019 (MB LTIP 2019) and the 2020 allocation under the MB LTIP 2020, which each vested in 2023.
The pension allowance introduced with effect from January 1, 2024, for individual Management Board members is compensation within the meaning of Section 162(1), second sentence, No. 1 AktG and is therefore – unlike the pension expense for pension commitments of other Management Board members – included in the amounts shown in the following table. The retroactive cancellation of the pension commitments for Helen Giza and Franklin W. Maddux, MD, with compensation for the payments made in this respect, means that the amount reported as pension allowance for Helen Giza and Franklin W. Maddux, MD, for the fiscal year 2025 in addition to the amounts for the fiscal year 2025 also includes the amounts that relate to the period of time from the appointment as Management Board member until the cancellation of the pension commitments took effect. This also results in a higher CEO pay ratio for the fiscal year 2025 compared to previous years, although from an economic perspective this is not based on a corresponding increase in compensation costs for the Company.
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Compensationof the Supervisory Board
The compensation for the members of the Supervisory Board and its committees was changed with effect as of July 1, 2024, and increased moderately overall to appropriately take into account the further increased demands regarding the responsibilities of the Supervisory Board and certain Supervisory Board committees as well as the corresponding increase in time expenditure.
Compensation of the employees
Employee compensation is based on the average wages and salaries of all employees on an FTE basis at the Company and its group companies worldwide in the respective year.
Table on the development of the compensation
The comparative presentation of the development of the compensation over the past five years is shown in the following table:
Comparative presentation of the development of the compensation
| 2025 | Change | 2024 | Change | 2023 | Change | 2022 | Change | 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in K | in % | in K | in % | in K | in % | in K | in % | in K | |||||||||||||
| Revenue | 2 | (1 | ) | 0 | 10 | ||||||||||||||||
| Operating income | 31 | 2 | (9 | ) | (18 | ) | |||||||||||||||
| Net income | 82 | 8 | (26 | ) | (31 | ) | |||||||||||||||
| ROIC | % | 43 | % | 25 | % | (15 | ) | % | (33 | ) | % | ||||||||||
| Annual result according to the statutory financial statements of Fresenius Medical Care AG | 42 | 21 | n. a. | ) | n. a. | ||||||||||||||||
| Average employees’ compensation | (0 | ) | 17 | (1 | ) | 15 | |||||||||||||||
| CEO pay ratio (CEO in office at year-end to average employees) | n. a. | n. a. | n. a. | n. a. | |||||||||||||||||
| Members of the Management Board in office in the fiscal year | |||||||||||||||||||||
| Helen Giza | 74 | (14 | ) | 119 | 11 | ||||||||||||||||
| Craig Cordola, EdD | (13 | ) | n. a. | n. a. | n. a. | ||||||||||||||||
| Martin Fischer | (14 | ) | 185 | n. a. | n. a. | ||||||||||||||||
| Dr. Jörg Häring | 20 | n. a. | n. a. | n. a. | |||||||||||||||||
| Franklin W. Maddux, MD | 77 | (13 | ) | 61 | (15 | ) | |||||||||||||||
| Dr. Katarzyna Mazur-Hofsäß | (31 | ) | (17 | ) | 69 | 2 | |||||||||||||||
| Former members of the Management Board | |||||||||||||||||||||
| Michael Brosnan | 2 | (38 | ) | 57 | (41 | ) | |||||||||||||||
| Roberto Fusté | 15 | — | — | 7 | |||||||||||||||||
| Ronald Kuerbitz | 1,082 | n. a. | n. a. | n. a. | |||||||||||||||||
| Rice Powell | (10 | ) | (64 | ) | (45 | ) | (14 | ) | |||||||||||||
| William Valle | (8 | ) | (97 | ) | 85 | (7 | ) | ||||||||||||||
| Kent Wanzek | (27 | ) | (66 | ) | 54 | (71 | ) | ||||||||||||||
| Members of the Supervisory Board in office in the fiscal year | |||||||||||||||||||||
| Michael Sen | 4 | 15 | 289 | n. a. | |||||||||||||||||
| Stefanie Balling | 14 | n. a. | n. a. | n. a. | |||||||||||||||||
| Ralf Erkens | 19 | n. a. | n. a. | n. a. | |||||||||||||||||
| Beate Haßdenteufel | 6 | n. a. | n. a. | n. a. | |||||||||||||||||
| Sara Hennicken | (1 | ) | 34 | 216 | n. a. | ||||||||||||||||
| Regina Karsch | 16 | n. a. | n. a. | n. a. | |||||||||||||||||
| Shervin J. Korangy | 2 | 1,125 | n. a. | n. a. | |||||||||||||||||
| Dr. Marcus Kuhnert | 13 | 1,314 | n. a. | n. a. | |||||||||||||||||
| Frank Michael Prescher | 19 | n. a. | n. a. | n. a. | |||||||||||||||||
| Gregory Sorensen, MD | 6 | 41 | (1 | ) | 77 | ||||||||||||||||
| Dr. Manuela Stauss-Grabo | 12 | n. a. | n. a. | n. a. | |||||||||||||||||
| Pascale Witz | (3 | ) | 30 | 10 | 12 |
All values are in Euros.
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Compensation outlook for 2026
The Supervisory Board has again set the two equally weighted sub-targets “Patient Satisfaction” and “Employee Satisfaction” as the sustainability target for the STI for 2026 and the reduction in market-based CO2e emissions as the sustainability target for the LTI allocation for 2026. The other performance targets for the STI for 2026 and for the allocation of the LTI for 2026 as well as the weightings for the individual performance targets also correspond to those of the fiscal year. Information on the target values and the respective performance target achievement will be disclosed after the end of the performance period in the Compensation Report for the relevant fiscal year.
Auditor’sReport
To Fresenius Medical Care AG, Hof(Saale)
We have audited the remuneration report of Fresenius Medical Care AG, Hof (Saale), for the financial year from January 1 to December 31, 2025 including the related disclosures, which was prepared to comply with § [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act].
Responsibilities of the ExecutiveDirectors and the Supervisory Board
The executive directors and the supervisory board of Fresenius Medical Care AG are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of § 162 AktG. The executive directors and the supervisory board are also responsible for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts including the related disclosures stated in the remuneration report. The procedures selected depend on the auditor's judgment. This includes the assessment of the risks of material misstatement of the remuneration report including the related disclosures, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the preparation of the remuneration report including the related disclosures. The objective of this is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the executive directors and the supervisory board, as well as evaluating the overall presentation of the remuneration report including the related disclosures.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Audit Opinion
In our opinion, based on the findings of our audit, the remuneration report for the financial year from January 1 to December 31, 2025, including the related disclosures, complies in all material respects with the accounting provisions of § 162 AktG.
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Reference to an Other Matter –Formal Audit of the Remuneration Report according to § 162 AktG
The audit of the content of the remuneration report described in this auditor’s report includes the formal audit of the remuneration report required by § 162 Abs. [paragraph] 3 AktG, including the issuance of a report on this audit. As we express an unqualified audit opinion on the content of the remuneration report, this audit opinion includes that the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report.
Restriction on use
We issue this auditor’s report on the basis of the engagement agreed with Fresenius Medical Care AG. The audit has been performed only for purposes of the company and the auditor‘s report is solely intended to inform the company as to the results of the audit. Our responsibility for the audit and for our auditor’s report is only towards the company in accordance with this engagement. The auditor’s report is not intended for any third parties to base any (financial) decisions thereon. We do not assume any responsibility, duty of care or liability towards third parties; no third parties are included in the scope of protection of the underlying engagement. § 334 BGB [Bürgerliches Gesetzbuch: German Civil Code], according to which objections arising from a contract may also be raised against third parties, is not waived.
Frankfurt am Main, February 27, 2026
PricewaterhouseCoopersGmbHWirtschaftsprüfungsgesellschaft
| (sgd. Thomas Tilgner) | (sgd. Dominik Höhler) |
|---|---|
| Wirtschaftsprüfer | Wirtschaftsprüfer |
| (German Public Auditor) | (German Public Auditor) |
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Exhibit 99.3
Conveniencetranslation
Report by the Supervisory Boardof Fresenius Medical Care AGfor the Fiscal Year 2025
Dear Shareholders,
The past year has once again underscored that the world has entered a new era – one marked by increasingly transactional global relationships, heightened market volatility, and a degree of uncertainty and unpredictability that has become the new normal. At the same time, the pace of technological progress has accelerated markedly. Artificial intelligence and digitalization are reshaping industries at unprecedented speed, fundamentally transforming how healthcare is delivered, managed, and experienced.
Against this backdrop, Fresenius Medical Care has made remarkable progress over the past year. With the successful execution of the FME25 turnaround and transformation program, the Company has emerged stronger, leaner, and more adaptable. To build on these achievements and further advance the transformation, the program was extended as FME25+ for an additional two years, aimed at delivering further sustainable savings.
As a result of FME25, the Company improved its financial performance, strengthened margins and reduced its leverage ratio – delivering on its commitments to build a more resilient and competitive enterprise.
This strengthened operational foundation has positioned Fresenius Medical Care to confidently embark on the next phase of its journey with the new FME Reignite strategy. The focus is clear: strengthening core operations, driving profitable growth and innovation, and fostering development together with a strong and cohesive culture.
In 2025, management intensified efforts to optimize core operations, further elevate the quality of care through an even sharper focus on clinical outcomes, and expand Value-Based Care, now the Company’s third operating segment. Innovation remains central to Fresenius Medical Care’s strategy, as demonstrated by the U.S. launch of high-volume hemodiafiltration therapy and the 5008X CAREsystem – technologies with the potential to improve patient outcomes and set new benchmarks in dialysis therapy.
Fresenius Medical Care is equally committed to creating long-term value for its shareholders. This commitment is reflected in the more stringent capital allocation framework announced at the Company’s Capital Markets Day in June 2025. It ensures that shareholders directly benefit from the Company’s improved performance.
For the 2025 financial year, the company proposes a dividend of €1.49 per share to the Annual General Meeting, representing an increase of 3 percent. In addition, a large-scale share buyback program has been initiated and accelerated.
Last year also saw changes in the Management Board at Fresenius Medical Care. Dr. Katarzyna Mazur-Hofsäß, CEO for Care Enablement, and Dr. Franklin W. Maddux, MD, Global Chief Medical Officer, retired at the end of 2025. Both made lasting contributions to their respective areas of responsibility and to the Company as a whole. The Supervisory Board extends its sincere thanks to Dr. Mazur-Hofsäß and Dr. Maddux for their dedication and achievements.
Effective January 1, 2026, Joseph E. Turk assumed his expanded role as CEO for Care Enablement, and Charles Hugh-Jones, MD, FRCP, joined as Global Chief Medical Officer. Both bring deep expertise and fresh perspectives that will further strengthen Fresenius Medical Care and provide important momentum for the FME Reignite strategy. The Supervisory Board looks forward to working closely with the new Management Board members and wishes them every success in their new roles.
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Conveniencetranslation
At the same time, continuity in leadership remained a key strength of the Company in 2025. Under the leadership of CEO Helen Giza, Fresenius Medical Care benefits from a strong and committed management team, well positioned to support continued performance as the world’s leading provider of products and services for individuals with renal diseases.
The collaboration between the Supervisory Board and the Management Board is defined by trust and constructive dialogue. The Supervisory Board continues to actively support and advise the Management Board in executing the FME Reignite strategy and advancing the Company’s long-term development.
With a clear strategic direction, Fresenius Medical Care is well positioned to navigate uncertainty, further strengthen its role in the global dialysis market, and deliver sustainable value to society, patients, employees and shareholders.
Report by the Supervisory Board
In the past fiscal year, the Supervisory Board observed all duties imposed on it by law, the Articles of Association and the rules of procedure. In this context it also took into account the recommendations and suggestions of the German Corporate Governance Code (GCGC). The Supervisory Board supervised the Management Board within its responsibility, regularly advised the Management Board, and was involved in decisions of fundamental importance to Fresenius Medical Care, including sustainability matters.
All relevant questions concerning business policy, corporate planning and strategy, as well as the risk situation, risk management, and the compliance of Fresenius Medical Care, were subject to deliberation. The reports of the Management Board on the course of the business, on the profitability and liquidity, as well as on the situation and outlook of the Company and the Group formed the basis for the work of the Supervisory Board. The Supervisory Board and its competent committees comprehensively discussed all significant business events. The Supervisory Board passed resolutions within its competencies according to law and the Articles of Association.
Meetings and cooperation
In the reporting year, four meetings of the Supervisory Board, some of which lasted several days, were conducted as in-person meetings. The Supervisory Board also met regularly without the Management Board. To the extent that the auditor was called upon as an expert at meetings of the Supervisory Board or its committees, members of the Management Board attended the meetings only to the extent deemed necessary by the Supervisory Board or the committee, respectively.
2
Conveniencetranslation
The participation rate of the members at the meetings of the Supervisory Board and its committees was 99.2%. The following table shows the participation of the individual members in the reporting year:
The Supervisory Board was in regular contact with the Management Board and was always promptly and comprehensively informed by it. Between meetings, the Management Board reported to the Supervisory Board in writing. During the meetings, the Management Board also informed the Supervisory Board verbally. In addition, the Supervisory Board was also in contact with members of the senior management level last year. The members of the Management Board were further available to the Supervisory Board for follow-up queries. The Chair of the Supervisory Board maintained continuous contact with the Management Board outside of the meetings, in particular with the Chair of the Management Board, on questions regarding the strategy, business development, risk situation, risk management, and compliance of Fresenius Medical Care. In case of important occasions or events, the Chair of the Management Board promptly informed the Chair of the Supervisory Board. The Chair of the Supervisory Board subsequently informed the other members of the Supervisory Board in the next meeting at the latest. During the entire fiscal year, the Chair of the Supervisory Board also was in close contact with the other members of the Supervisory Board.
The members of the Audit Committee of the Supervisory Board are entitled to obtain information, via the Chair of the Audit Committee, directly from the heads of certain central departments of the Company. As in previous years, it was standard practice for the heads of central departments to report directly to the Audit Committee and the Supervisory Board and to be available for questions and for discussion.
3
Convenience translation
Focus of the discussions in the Supervisory Board
In the reporting year, the Supervisory Board provided detailed support to the Management Board in developing FME Reignite, the new strategic direction of Fresenius Medical Care unveiled at a Capital Markets Day held by the Company in June 2025. FME Reignite sets the ambition for Fresenius Medical Care to lead kidney care through exceptional patient care and innovation, building on the successful execution of the prior turnaround and transformation plan. In connection with this new strategic direction, Fresenius Medical Care introduced Value-Based Care, which was previously part of the Care Delivery operating segment, as a new operating segment in the reporting year, resulting in three operating segments: Care Delivery, Value-Based Care, and Care Enablement.
The Supervisory Board dealt with the FME25+ transformation program and was involved in its implementation by the Management Board. The implementation continued its positive momentum in the reporting year, resulting in additional delivery of sustainable savings.
The Supervisory Board also dealt with investments. This included investments in Fresenius Medical Care’s IT infrastructure, the acquisition of production facilities, and the increase of ownership in Interwell Health, the Value-Based Care asset of Fresenius Medical Care.
The Supervisory Board also dealt with the business strategy, the portfolio optimization, including the divestment of non-core businesses, as well as strategically relevant environmental, social, and governance (ESG) aspects.
The Supervisory Board also discussed the Company’s share buyback program, which was introduced as an additional way of returning value to shareholders alongside dividends.
The business development, the competitive situation and conditions as well as the Management Board’s planning for the individual functions and operating segments were also focal points of the Supervisory Board’s discussions. The development of treatment volumes and of the production quantities and their expansion were also discussed. The Supervisory Board also discussed the U.S. market launch plan for the 5008X CAREsystem, which introduces high-volume hemodiafiltration therapy in the U.S. In the past fiscal year, the Supervisory Board again discussed the development of cost reimbursement in relevant health care systems, in particular in the U.S.
The Supervisory Board was regularly informed about Fresenius Medical Care’s compliance. Findings of the internal audit department were taken into account. In addition, the Supervisory Board received detailed reports on the IT security systems and measures implemented at Fresenius Medical Care.
Subject of the Supervisory Board’s discussions was also the Company’s Annual General Meeting, including the resolutions proposed by the Supervisory Board, which was held as a meeting in presence on May 22, 2025. Further details can be found in the chapter “Declaration on corporate governance” starting on page 194 of the Annual Report (Geschäftsbericht).
Committees of the Supervisory Board
The Supervisory Board has formed professionally qualified committees from among its members that support the Supervisory Board as a whole in its supervisory and advisory functions as well as in the adoption of resolutions. The respective Chairs of the committees have regularly reported to the Supervisory Board on the work of the committees. Details of the composition of the Supervisory Board’s committees can be found in the chapter “Declaration on corporate governance” starting on page 194 of the Annual Report.
Presiding Committee
The Presiding Committee is, in particular, responsible for preparing the meetings of the Supervisory Board, coordinating the work of the Supervisory Board and its committees and advising and supporting the Chair and Deputy Chair of the Supervisory Board as well as for administrative matters. The Presiding Committee resolves upon matters that cannot be delayed if the Supervisory Board cannot pass a resolution in a timely manner. The Presiding Committee is also responsible for certain matters concerning the Management Board, such as recommendations to the Supervisory Board on the appointment or dismissal of Management Board members. Furthermore, the Presiding Committee reviews and assesses Fresenius Medical Care’s corporate governance.
4
Convenience translation
The Presiding Committee convened five times in the reporting year to deal with, in particular, the preparation of meetings of the Supervisory Board with regard to corporate governance matters and their reporting, with aspects of the succession planning for the Management Board, as well as with the rules of procedures of the Management Board. Of these meetings, four were conducted as in-person meetings and one as hybrid meeting, i.e., as meeting in person of at least two members with the possibility of virtual participation.
Audit Committee
In accordance with its rules of procedure, the Audit Committee in particular performs all duties imposed on an audit committee pursuant to Section 107(3), second sentence, of the German Stock Corporation Act (Aktiengesetz – AktG) and the applicable rules of the U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). This includes, in particular, the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, the audit of the financial statements, in particular the selection and independence of the auditor, as well as the quality of the audit.
The Audit Committee convened ten times in the reporting year. Of these meetings, four were conducted as in-person meetings and six as video conferences.
Dr. Marcus Kuhnert (Chair) and Gregory Sorensen, MD, are each financial experts in the meaning of Section 100(5) AktG as well as “audit committee financial experts” within the meaning of the applicable rules of the SEC. Based on their many years of experience, they each have expertise in both accounting and auditing and are each independent within the meaning of the applicable provisions. Further details on the qualifications and independence of the members of the Audit Committee can be found in the chapter “Declaration on corporate governance” starting on page 194 of the Annual Report.
In the reporting year, the Audit Committee dealt with, in particular, the annual and consolidated financial statements, the proposal for the allocation of profit, and the report on Form 20-F for the SEC as well as the Company’s sustainability statement integrated into the group management report. It also discussed the quarterly reports with the Management Board. Also, the engagement pertaining to the audit of the consolidated financial statements according to the International Financial Reporting Standards (IFRS) and the internal controls concerning the financial reporting, which are part of the report on Form 20-F, was issued by the committee. The Audit Committee further negotiated the fee agreement with the auditor. Audit focal points and further key audit matters of the past fiscal year were the assessment of the recoverability of goodwill, the valuation of receivables from dialysis treatments in the U.S., the valuation of uncertain tax positions, the accounting treatment of significant legal disputes, the segment reallocation, the capitalization of internally generated intangible assets, the purchase of treasury shares as part of the share buyback program, the impact of the execution of put options, the acquisition of production sites from Fresenius SE & Co. KGaA, the impact of cyber risks, the finance and IT transformation, the FME25+ program, the portfolio optimization program, and the planned introduction of IFRS 18 on financial reporting, and, regarding the Company’s annual financial statements, the valuation of investments in affiliated companies and the recognition of income from investments.
Representatives of the auditor participated in all regular meetings of the Audit Committee and informed the members of the Audit Committee of their auditing activities. In addition, they provided information on any significant results of their audit and were available for additional information. In the absence of the members of the Management Board, they reported on the cooperation with them and shared their observations with the committee. The Audit Committee also consulted with the external auditors on a regular basis without the Management Board. The Chair of the Audit Committee also had regular exchanges with representatives of the auditor outside the meetings of the Audit Committee, in particular on the progress of the audit, and subsequently reported thereon to the committee.
5
Convenience translation
The Audit Committee on several occasions dealt with the monitoring of the accounting and its process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as with the audit of the financial statements – in particular the selection and independence of the auditor, the quality of the audit and the additional services provided by the auditor – as well as with the compliance management system. Further, the committee discussed with the auditor the audit risk assessment, the audit strategy and the audit planning, as well as the audit results.
In the course of its audit, the auditor audited the internal control system in relation to the accounting process, the electronic reproduction of the consolidated financial statements and the group management report pursuant to Section 328(1) of the German Commercial Code (Handelsgesetzbuch – HGB) prepared for disclosure purposes (so-called ESEF documents) as well as the early risk recognition system. The audit showed that the Management Board has appropriately implemented the measures required under Section 91(2) AktG, in particular regarding the establishment of a monitoring system, and that the monitoring system is suitable for the early identification of developments that may endanger the continued existence of the Company. The Management Board periodically reported to the Audit Committee on major individual risks. It also regularly informed the Audit Committee on the compliance situation as well as on the audit plans and results of the internal audit function.
The Audit Committee also dealt with ESG aspects of strategic relevance to the Company. In this context, the committee discussed in particular the regulatory requirements in the area of sustainability and the progress in pursuing Fresenius Medical Care’s global sustainability targets.
Certain transactions of the Company with related parties may be subject to the approval of the Supervisory Board pursuant to Section 111b(1) AktG. The Supervisory Board has made use of the option to delegate the responsibility for the approval resolution to the Audit Committee. In accordance with Section 111a(2), second sentence AktG, the Audit Committee reviewed whether transactions between the Company and related parties were conducted in the ordinary course of business and at arm’s length. No objections were raised in this respect. The Audit Committee in particular also reviewed the business relations of Group companies to Fresenius SE & Co. KGaA and the latter’s affiliated companies. It was confirmed in each case that these relationships corresponded to those between unrelated third parties.
Compensation Committee
The Compensation Committee prepares the decisions of the Supervisory Board regarding the compensation of the members of the Management Board. This includes the preparation of the determination of the compensation system and the plan terms of the short-term and long-term variable compensation of the Management Board as well as the definition of the targets for variable compensation components and the definition of target values, and the determination of the target achievement. The Compensation Committee also prepares the compensation report for the Supervisory Board.
The Compensation Committee convened five times in the reporting year to prepare the resolutions of the Supervisory Board on the compensation of the Management Board members and on the compensation report. Of these meetings, four were conducted as in-person meetings and one as a video conference.
Nomination Committee
The Nomination Committee identifies and recommends suitable candidates to the Supervisory Board for its proposals to the General Meeting for the election of shareholder representatives as Supervisory Board members. The Nomination Committee also recommends suitable candidates to the Supervisory Board in case a judicial appointment of a shareholder representative on the Supervisory Board is required. The Nomination Committee further makes recommendations to the Supervisory Board on members of the shareholder representatives to be elected to the committees of the Supervisory Board. This does not apply to the election of members of the shareholder representatives to the Mediation Committee.
6
Convenience translation
The Nomination Committee did not convene in the reporting year since no meeting was required.
Mediation Committee
The Mediation Committee (Vermittlungsausschuss) is responsible for proposals for the appointment or dismissal of members of the Management Board to the Supervisory Board if the respective measure is not passed by the Supervisory Board with the required majority during the first vote.
The Mediation Committee did not convene in the reporting year since no meeting was required.
Dialogue with investors
The Chair of the Supervisory Board was available for discussions with investors to the extent permitted by law and in close consultation with the Management Board. For ESG aspects falling within the competence of the Supervisory Board, the same applied to the Chair of the Audit Committee. Investors were given the opportunity to discuss the corporate governance of Fresenius Medical Care and ESG aspects falling within the competence of the Supervisory Board. Key topics in the reporting year were changes in the Management Board as well as the agenda of the upcoming Annual General Meeting.
Corporate Governance
The members of the Supervisory Board in principle self-responsibly undertake educational and training measures required for their tasks. They are adequately supported in this respect by the Company. In addition to the information provided to them by external experts, also experts of the Group’s departments regularly report on relevant developments. This includes, for example, relevant new legal regulations or developments in jurisprudence, developments in accounting and auditing regulations, and requirements in the area of sustainability.
New members of the Supervisory Board can meet the members of the Management Board and other managers for a discussion of fundamental and current topics and thereby gain an overview of the topics relevant for Fresenius Medical Care (onboarding).
For targeted further training, internal information events are offered as required. In the reporting year, further training was provided for the members of the Supervisory Board on current developments in corporate governance and upcoming relevant legal regulations as well as compliance. Further, the Supervisory Board was updated on sustainability-related developments and trends. In addition, the members of the Audit Committee received further training on legal and compliance developments, on regulatory requirements and developments in the area of sustainability, as well as on requirements on financial reporting from the planned introduction of IFRS 18.
The Supervisory Board reports to the General Meeting on possible conflicts of interest of its members and on the treatment of such conflicts. If specific conflicts of interest exist or cannot be ruled out with certainty, the concerned Supervisory Board member discloses this to the Supervisory Board. If a subsequent review reveals that a conflict of interest exists, suitable measures are taken to resolve the conflict of interest.
The members of the Supervisory Board Michael Sen and Sara Hennicken are members of the management board of Fresenius Management SE, the general partner of Fresenius SE & Co. KGaA, which is a major shareholder of the Company. In the reporting year, Michael Sen and Sara Hennicken decided in two cases, in which a conflict of interest could not be ruled out, not to participate in the passing of resolutions of the Supervisory Board. One case concerned the acquisition of the Group’s production sites in Schweinfurt and St. Wendel, Germany, which had previously been leased from Fresenius SE & Co. KGaA and certain of its affiliated companies, and the other concerned the delegation of approval authority to the Audit Committee with regard to the Company’s share buyback program initiated in the reporting year. Otherwise, no conflicts of interest arose in the reporting year.
7
Convenience translation
Separate preparation meetings of the employee representatives and consultations among the shareholder representatives take place on a regular basis.
Further details on corporate governance, in particular on the independence of the Supervisory Board members, the qualification matrix for the implementation status of the profile of skills and expertise for the Supervisory Board, the age limit and the regular maximum tenure for membership in the Company’s Supervisory Board, as well as the self-assessment of the work of the Supervisory Board and its committees, can be found in the chapter “Declaration on corporate governance” starting on page 194 of the Annual Report. The declaration on corporate governance was discussed by the Supervisory Board and approved at its meeting on March 10, 2026.
The declaration on corporate governance includes the declaration of compliance (Entsprechenserklärung) on the recommendations of the GCGC according to Section 161 AktG as resolved by the Management Board and Supervisory Board and published in December 2025 as well as updated in February 2026. The declaration of compliance is permanently available to the public on the Company’s website at www.freseniusmedicalcare.com in the section “Investors” and there in the sub-section “Corporate governance.”
Compensation report
The Management Board and the Supervisory Board prepared a compensation report in accordance with Section 162 AktG for the reporting year. The auditor reviewed the compensation report in accordance with Section 162(3) AktG to determine whether the legally required disclosures pursuant to Section 162(1) and (2) AktG were made. In addition to the statutory requirements, the content of the report was also reviewed by the auditor. The auditor confirmed that the compensation report, in all material respects, complies with the accounting provisions of Section 162 AktG. In accordance with Section 120a(4) AktG, the compensation report will be submitted to the General Meeting for approval.
Annual and consolidated financial statements
The annual financial statements and the management report of the Company were prepared in accordance with the regulations of the German Commercial Code (Handelsgesetzbuch – HGB). The consolidated financial statements and the group management report follow Section 315e HGB in accordance with IFRS as applicable in the European Union. Accounting, the annual financial statements, the management report as well as the consolidated financial statements and the group management report for fiscal year 2025 were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (PwC). PwC has been the auditor of the Company since fiscal year 2020 and was elected as auditor for the reporting year by resolution of the Annual General Meeting on May 22, 2025, and mandated by the Supervisory Board. The auditor provided each of the aforementioned documents with an unqualified certificate. Thomas Tilgner (for the first time) and Dominik Höhler (as already for the previous years since 2023) signed the respective audit certificate as the auditors. The audit reports of the auditor were made available to the Audit Committee and the Supervisory Board. The Audit Committee reviewed the annual and consolidated financial statements as well as the management reports, and included the audit reports of, and the discussions with, the auditor in its discussions. The Audit Committee reported to the Supervisory Board on this.
The Supervisory Board also reviewed the annual financial statements, the management report, the consolidated financial statements, and the group management report. The documents were provided to it in good time. The Supervisory Board declared its agreement with the result of the audit of the annual financial statements and the consolidated financial statements by the auditor. The auditor participated in the discussions of the Supervisory Board of the annual and consolidated financial statements, reported to the Supervisory Board on the significant findings of its audit, and was available for additional information. Also according to the final results of its own review, no objections are to be raised by the Supervisory Board as regards the annual financial statements, the management report, the consolidated financial statements, and the group management report.
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Convenience translation
By way of a written resolution on February 23, 2026, the Supervisory Board approved the draft of the report on Form 20-F. The report on Form 20-F was filed with the SEC on February 24, 2026.
The Supervisory Board approved the annual financial statements and management report of the Company as well as the consolidated financial statements, and the group management report for the past fiscal year, as presented by the Management Board, at its meeting on March 10, 2026. The annual financial statements of the Company are adopted by this approval of the Supervisory Board.
The Supervisory Board approved the Management Board’s proposal for the allocation of profit, which provides for a dividend of € 1.49 for each share entitled to dividend.
Sustainability statement
The Company’s sustainability statement fulfills the requirements of a non-financial group declaration and was prepared in accordance with Sections 315b and 315c HGB and the EU Taxonomy Regulation (Regulation (EU) 2020/852). The sustainability statement is integrated into the group management report and fully applies the European Sustainability Reporting Standards as a reporting framework. The sustainability statement describes Fresenius Medical Care’s sustainability performance in fiscal year 2025 in line with regulatory requirements.
The Supervisory Board engaged PwC to subject the sustainability statement to a limited assurance engagement review in accordance with the ISAE 3000 (Revised) assurance standard. PwC issued a corresponding independent practitioner’s report. The auditor’s report on a limited assurance engagement review for the sustainability statement was signed by the auditors Nicolette Behncke (as already for the previous years since 2020) and Richard Gudd (for the first time) and contains no findings. The report of the auditor was made available to the Audit Committee and the Supervisory Board. The Audit Committee reviewed the sustainability statement, taking into account the auditor’s report and the discussions with the auditor. The Audit Committee reported to the Supervisory Board on this.
The Supervisory Board, too, reviewed the sustainability statement. It received the documents in good time. The Supervisory Board declared its agreement with the result of the limited assurance engagement review in relation to the sustainability statement by the auditor. Also according to the final results of its own review, no objections are to be raised by the Supervisory Board as regards the sustainability statement.
Acknowledgements
The members of the Management Board, led by Helen Giza, along with all employees, have successfully advanced the development of Fresenius Medical Care. We would like to thank them for their commitment in this pivotal year. We are confident that they will continue on this successful path and shape a promising future – for patients with kidney disease and for Fresenius Medical Care.
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Convenience translation
Bad Homburg v.d. Höhe, March 10, 2026
On behalf of the Supervisory Board
| /s/<br> Michael Sen |
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| Michael<br> Sen |
| Chair |
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Exhibit 99.4
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Explanatory Report of the Management Boardto the 2026 Annual General Meeting of Fresenius Medical Care AGon the information pursuant to Sections 289a, 315a of the German Commercial Code
The information contained in the management reports to the annual financial statements and the consolidated financial statements of Fresenius Medical Care AG (the Company) for fiscal year 2025 according to Sections 289a, 315a of the German Commercial Code (HGB) are explained as follows:
The share capital of the Company as of December 31, 2025, totals €293,413,449, divided into 293,413,449 non-par bearer shares, and a nominal value of €1 each. As of December 31, 2025, the Company held 14,124,564 treasury shares from which the Company has no rights. As a result of the continued implementation of its share buyback program, the Company holds a total of 20,207,731 treasury shares as of March 6, 2026, from which it has no rights; this corresponds to approximately 6.89% of its total, unchanged share capital.
The rights of the shareholders are governed by the German Stock Corporation Act (AktG) and the Company’s Articles of Association. Each share shall be entitled to one vote at the Company’s general meeting and is decisive for the shareholders’ share in the Company’s profit. This does not apply to treasury shares held by the Company, which do not entitle the Company to any rights. In the cases of Section 136 AktG, voting rights from the shares concerned are excluded by law. To the extent notification obligations regarding shareholdings or voting rights are not fulfilled, rights from the shares affected by this may temporarily not exist in accordance with Section 20 AktG or Section 44 of the German Securities Trading Act. There are no restrictions in the Articles of Association with regard to voting rights from the Company’s shares or with regard to the transfer of the Company’s shares.
As of December 31, 2025, Fresenius SE & Co. KGaA, Bad Homburg v. d. Höhe, Germany held 81,625,390 shares of the Company, which corresponds to a 27.82% holding and hence exceeds 10% of the Company’s total share capital. As of March 6, 2026, Fresenius SE & Co. KGaA holds 76,814,594 shares of the Company, which corresponds to a 26.18% holding of the Company’s total share capital. Otherwise, the Company is not aware of any direct or indirect shareholdings in the capital that exceed 10% of the voting rights.
According to the Articles of Association of the Company, Fresenius SE & Co. KGaA, Bad Homburg v. d. Höhe, Germany, is entitled to appoint one of the members attributable to the shareholders to the Supervisory Board if it holds shares in the Company representing at least 15% of the Company’s share capital; if Fresenius SE Co. KGaA holds shares in the Company representing at least 30% of the Company’s share capital, it is entitled to appoint two of the members attributable to the shareholders to the Supervisory Board. Otherwise, no holders of shares have special rights that confer powers of control. Based on the aforementioned right of appointment, Fresenius SE & Co. KGaA on July 14, 2023, appointed two members to the Supervisory Board of the Company. The appointment was made for the time until the conclusion of the general meeting of shareholders of the Company that resolves upon the discharge of the members of the Supervisory Board of the Company for fiscal year 2026. The appointment in principle remains unaffected by the reduction of Fresenius SE & Co. KGaA’s shareholding in the Company below 30% of the Company’s share capital.
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To the extent employees hold an interest in the Company’s capital, they can exercise their control rights from the shares directly. The Company is not aware of any agreements to the contrary.
The appointment and removal of members of the Management Board by the Supervisory Board are governed by Section 84 and Section 85 AktG and Section 31 of the German Co-Determination Act. In accordance with Section 6(1) of the Articles of Association, the Management Board consists of at least two members. Pursuant to Section 33(1) of the German Co-Determination Act, the Management Board must include a Labor Relations Director. Otherwise, the Supervisory Board determines the number of Management Board members.
Amendments to the Articles of Association of the Company can be made by the resolution of the general meeting of shareholders in accordance with Sections 119(1) No. 6, 179 in conjunction with 133 AktG. The resolution of the general meeting of shareholders requires a majority of at least three quarters of the share capital represented when the resolution is passed. The Articles of Association entitle the Company’s Supervisory Board to make amendments to the Articles of Association which concern only its wording without a resolution of the general meeting.
The Management Board is authorized until May 21, 2030, to increase the share capital of the Company with the approval of the Supervisory Board by up to €60 M for cash and/or contributions in kind by issuing new bearer shares with non-par value on one or more occasions (Authorized Capital 2025). The Management Board in accordance with the resolution passed at the general meeting on May 22, 2025, is authorized to exclude with the approval of the Supervisory Board the shareholders’ pre-emption rights. The details of the authorization are regulated in Article 4(3) of the Company’s Articles of Association. No use was made of these authorizations in fiscal year 2025 nor since then.
The Company’s share capital is subject to a conditional increase of up to €29,341,344. The conditional capital increase will only be implemented to the extent that the holders of convertible bonds issued for cash or of warrants from option bonds issued for cash by the Company or a Group company until May 21, 2030, on the basis of the authorization granted to the Management Board by the Annual General Meeting of May 22, 2025, exercise their option or conversion rights or fulfill a possible conversion obligation and as long as no other forms of settlement are used. The details of the conditional capital are regulated in Article 4(4) of the Company’s Articles of Association. No use was made of the authorization to issue convertible bonds or option bonds in fiscal year 2025 nor since then.
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In accordance with the resolution taken at the general meeting on May 20, 2021, which was amended in view of the Company’s change of legal form by resolution of the Extraordinary General Meeting on July 14, 2023, the Management Board is authorized to acquire treasury shares until May 19, 2026, and up to a maximum of 10% of the share capital in place on the date of the resolution. At no time shall the acquired shares together with the treasury shares held by the Company or attributable to it pursuant to Sections 71a et seqq. AktG exceed 10% of the Company’s share capital. The acquisition can be made via the stock exchange or by means of a public invitation to submit offers for sale. The authorization may not be used for the purposes of trading in its own shares. The Management Board is authorized to use the shares of the Company acquired on the basis of this or an earlier authorization for all legally admissible purposes, in particular also (i) to redeem them without any requirement for a further resolution to be taken at the general meeting, (ii) to sell them to third parties in return for contributions in kind, (iii) rather than using conditional capital, to award them to employees of the Company and its affiliates (including to members of the executive managements of affiliates) and to use them to service rights or commitments to acquire shares of the Company, and (iv) to service bonds with option or conversion rights issued by the Company or by affiliated companies as defined by Section 17 AktG. The Management Board on the basis of this authorization on June 17, 2025, announced a share buyback program in tranches with a total volume of €1 BN. The first tranche with a volume of up to €600 M was initiated on August 11, 2025, and completed on December 29, 2025, with a volume of around €586 M (including true-ups). The second tranche with a volume of up to around €414 M was initiated on January 12, 2026, and is planned to be completed at the latest by May 8, 2026.
Under certain circumstances, a change of control resulting from a takeover offer could impact several of the Company’s long-term financing arrangements which include market standard change of control clauses. These clauses give creditors the right to call for early repayment of outstanding amounts in the event of a change of control. However, with regard to most of these financing agreements – in particular in case of bonds placed on the capital markets – this right to terminate only exists if the change of control occurs together with the Company’s rating being downgraded below Investment Grade or withdrawn and not reinstated to Investment Grade within 120 days.
The Company uses “Fresenius” in its name and trademarks under a license from Fresenius SE & Co. KGaA. Fresenius SE & Co. KGaA has the right to terminate the license if a direct competitor of Fresenius SE & Co. KGaA acquires control of the Company or any other third party acquires control of the Company and Fresenius SE & Co. KGaA, acting reasonably, expects such acquisition to result in a not insignificant risk of negative impact on the Fresenius brand. In both cases, “control” is defined as acquisition of 30% or more of the shares in the Company. In case of such termination, the Company may continue using the “Fresenius” name for 18 months to facilitate rebranding efforts.
The Company has not entered into any compensation agreements with the members of the Management Board or with employees in the event of a takeover bid.
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Hof (Saale), March 2026
Fresenius Medical Care AG
| sgd. Helen Giza | sgd. Craig Cordola, EdD |
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| sgd. Martin Fischer | sgd. Dr. Jörg Häring |
| --- | --- |
| sgd. Charles Hugh-Jones, MD, FRCP | sgd. Joseph E. Turk |
| --- | --- |
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Exhibit 99.5
| Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved<br>styleIPC<br>Instructions to The Bank of New York Mellon, as Depositary Bank<br>Must be received prior to 5:00 p.m. EDT on May 11, 2026 (the “Cutoff Date”)<br>The undersigned registered holder of one or more American Depositary Receipts (“Receipts”) of Fresenius Medical Care AG (the “Company”) hereby<br>requests and instructs The Bank of New York Mellon, as Depositary Bank, to vote or cause to be voted in accordance with the instructions marked on the<br>reverse side hereof, the number of shares of the Company ("Shares") represented by such Receipt(s) registered in the name of the undersigned on the<br>books of the Depositary Bank as of the close of business on March 27, 2026, at the Annual General Meeting of Shareholders of Fresenius Medical Care<br>AG to be held on May 21, 2026, in respect of the agenda items specified in the invitation to the Annual General Meeting.<br>NOTES:<br>1. Please direct the Depositary Bank how to vote by placing an X in the applicable box opposite the resolutions on the reverse side.<br>2. The Depositary Bank shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares, other than in accordance<br>with instructions given by owners and received by the Depositary Bank, save as provided in 3 below.<br>3. If no instructions are received by the Depositary Bank from an Owner with respect to a matter on or before the Cutoff Date and the Depositary<br>Bank has received a written confirmation from the Company by the business day following the Cutoff Date that (x) the Company reasonably<br>does not know of any substantial opposition to the matter and (y) the matter is not materially adverse to the interests of shareholders, then the<br>Depositary Bank shall deem that Owner to have instructed the Depositary Bank to give a proxy to a person designated by the Company to vote<br>the number of deposited Shares represented by that number of American Depositary Receipts as to that matter as proposed and therefore<br>recommended by the Company’s Management Board or the Company’s Supervisory Board; or, if no written confirmation has been provided by<br>the Company to abstain from voting as to that number of deposited Shares and that matter.<br>FRESENIUS MEDICAL CARE AG<br>PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE<br>Fresenius Medical Care AG<br>Annual General Meeting of Shareholders<br>BNY: PO BOX 505006, Louisville, KY 40233-5006<br>Internet:<br>www.proxypush.com/FMS<br> • Cast your vote online<br> • Have your Proxy Card ready<br> • Follow the simple instructions to record your vote<br>Phone:<br>1-866-362-6716<br> • Use any touch-tone telephone<br> • Have your Proxy Card ready<br> • Follow the simple recorded instructions<br>Mail:<br> • Mark, sign and date your Proxy Card<br> • Fold and return your Proxy Card in the postage-paid<br>YOUR VOTE IS IMPORTANT! envelope provided<br>PLEASE VOTE BY: 5:00 p.m. EDT May 11, 2026.<br>Have your ballot ready and please use one<br>of the methods below for easy voting:<br>Your vote<br>matters!<br>Your control number<br>Have the 12 digit control number located in the box above<br>available when you access the website and follow the instructions.<br>For holders of American Depositary Receipts of record as of March 27, 2026<br>Thursday, May 21, 2026 10:00 AM, CEST<br>Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1,<br>60327 Frankfurt am Main, Germany |
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| Fresenius Medical Care AG Annual General Meeting of Shareholders<br>Please make your marks like this:<br>PROPOSAL YOUR VOTE<br>1. Presentation of the adopted annual financial statements and the approved consolidated financial statements, the<br>management reports for Fresenius Medical Care AG and the group, the explanatory report by the Management<br>Board on the information pursuant to Sections 289a, 315a of the German Commercial Code<br>(Handelsgesetzbuch) and the report by the Supervisory Board of Fresenius Medical Care AG for fiscal year 2025<br>No resolution to be passed under agenda item 1.<br>FOR AGAINST ABSTAIN<br>2. Resolution on the allocation of distributable profit<br>#P2# #P2# #P2#<br>3. Resolution on the approval of the actions of the members of the Management Board of Fresenius Medical Care<br>AG for fiscal year 2025 #P3# #P3# #P3#<br>4. Resolution on the approval of the actions of the members of the Supervisory Board of Fresenius Medical Care<br>AG for fiscal year 2025 #P4# #P4# #P4#<br>5.1 Election of the auditor and group auditor for fiscal year 2026 as well as of the auditor for the potential review of<br>the half-year financial report for fiscal year 2026 and other interim financial information #P5# #P5# #P5#<br>5.2 Election of the auditor of the sustainability reporting for fiscal year 2026<br>#P6# #P6# #P6#<br>6. Resolution on the approval of the compensation report for fiscal year 2025<br>#P7# #P7# #P7#<br>7. Resolution on the authorization to purchase and use treasury shares pursuant to Section 71(1) No. 8 AktG and<br>on the exclusion of subscription rights #P8# #P8# #P8#<br>8. Any Management Board and/or Supervisory Board proposal in case of resolutions relating to supplements to the<br>agenda, countermotions or election proposals by shareholders that are published on the Company's website for<br>the Annual General Meeting<br>#P9# #P9# #P9#<br>Proposal_Page - VIFL<br>Authorized Signatures - Must be completed for your instructions to be executed.<br>Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,<br>administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of<br>authorized officer signing the Proxy/Vote Form.<br>Signature (and Title if applicable) Date Signature (if held jointly) Date<br>In order to protect the environment and better meet the changing user behavior of investors, the Company has<br>decided to reduce the amount of paper used for this event to the extent possible. Therefore, please find below<br>the web link to access the invitation to the Annual General Meeting and the additional documents:<br>https://www.freseniusmedicalcare.com/en/agm/<br>A printed copy of the invitation to the Annual General Meeting and the additional documents may be obtained<br>from The Bank of New York Mellon, as Depositary Bank free of charge upon request.<br>If you do not have access to the internet and would like to obtain a hard copy, please write to:<br>BetaNXT, Inc.<br>ATTN: Fresenius Medical Care AG - 2026 AGM<br>P.O. Box 8016<br>Cary, NC 27512-9903<br>You may also request a hard copy of the materials by calling the toll free number 1-800-555-2470. |
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