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6-K

Fresenius Medical Care AG (FMS)

6-K 2025-05-06 For: 2025-05-06
View Original
Added on April 08, 2026

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 May 2025

Commission file number: 001-32749

FRESENIUS MEDICAL CARE AG

(Translation of registrant's name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

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

Form 20-F   x          Form 40-F   ¨

On May 6, 2025, Fresenius Medical Care AG (the “Company”) issued a Press Release announcing its first quarter results for the period ending March 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 and the corresponding financial figures as Exhibit 99.2.

The attached Press Release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement our first quarter 2025 consolidated financial results presented in accordance with International Financial Reporting Standards, or IFRS, we have used non-GAAP financial measures, including (a) EBITDA, or operating income excluding interest, taxes, depreciation and amortization, (b) free cash flow, (c) net leverage ratio (ratio of net debt to adjusted EBITDA) and (d) results presented in constant currency and as adjusted for special items identified in the Press Release and associated tables. These non-GAAP measures are provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future. In addition, because we have historically reported certain non-GAAP financial measures in our financial results, we believe the inclusion of these non-IFRS financial measures provides consistency and comparability in our financial reporting to prior periods for which these non-GAAP financial measures were previously reported. These non-GAAP financial measures should not be used as a substitute for or be considered superior to GAAP financial measures. Reconciliation of the non-GAAP financial measures to the most comparable IFRS financial measures are included in the attached Financial Statements. As the reconciliation of amounts stated in Constant Currency is inherent in the disclosure included in the Press Release, we believe that a separate reconciliation would not provide any additional benefit.

The Exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

EXHIBITS

The following exhibits are being furnished with this Report:

Exhibit 99.1 Press<br>release issued on May 6, 2025.
Exhibit 99.2 Complete<br>overview of the first quarter 2025.

SIGNATURES

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

DATE: May 6, 2025

Fresenius<br>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

Press Release Media<br> contact
Christine<br> Peters
T<br> +49 160 60 66 770
christine.peters@freseniusmedicalcare.com
Contact<br> for analysts and investors
Dr. Dominik<br> Heger
T<br> +49 6172 609 2601
dominik.heger@freseniusmedicalcare.com
www.freseniusmedicalcare.com

Fresenius Medical Care starts 2025 with strong organic revenue andincome growth

· Strong organic revenue growth^1^<br>of 5% driven by Care Enablement and Care Delivery
· Stable U.S. same market treatment development despite impact from a severe<br>flu season
--- ---
· FME25 savings of EUR 68 million contributed to earnings
--- ---
· Operating income^2^ grew<br>11% at constant currency resulting in margin expansion
--- ---
· Reported operating income grew by 35% and reported net income^3^<br>by 113%
--- ---
· Net leverage ratio further improved to 2.8x and FY 2025 outlook confirmed
--- ---

Bad Homburg,Germany (May 6, 2025) – “The results of the first quarter of 2025 once again demonstrate our continuous operational and financial progress as we are executing the third and last year of our current strategic plan”, said Helen Giza, Chief Executive Officer of Fresenius Medical Care. “Revenue of both segments grew organically, and the phasing of the operating income development was in-line with our expectations. Care Enablement executed strongly against its transformation plan and further expanded its operating income margin, reaching its target margin band for the first time. Care Delivery maintained prior year´s margin level despite one dialysis day less and the negative impact from a severe flu season. Continuing last year´s positive momentum, patient referrals further increased. We therefore expect accelerating same market treatment growth in the U.S. to above 0.5% for the full year, after a stable development in Q1. We also continue to expect operational and financial improvements in both segments during the year, translating into significant earnings and margin growth. We therefore confirm our financial outlook for the full year 2025.”

^1^ At constant currency, adjusted for certain reconciling items including revenue from acquisitions, closed or sold operations and differences in dialysis days.

^2^ Adjusted for special items.

^3^ Net income attributable to shareholders of Fresenius Medical Care AG.

Page 1/7

Key figures Q1 2025 (unaudited)

Q1 2024 m Growth <br> yoy Growth <br> yoy, cc
Revenue 3 % 1 %
Operating income 35 % 32 %
excl. special items2 13 % 11 %
Net income3 113 % 109 %
excl. special items2 31 % 29 %
Basic EPS () 113 % 109 %
excl. special items2 () 31 % 29 %

All values are in Euros.

yoy = year-on-year, cc = at constant currency, EPS = earnings pershare

Execution momentum underpinsa good start to fiscal 2025

Fresenius Medical Care, the world’s leading provider of products and services for individuals with renal disease, has made a good start to the third year of its strategic plan. During the first quarter, the FME25 transformation program continued its positive momentum, delivering EUR 68 million additional sustainable savings while related one-time costs, treated as special items, amounted to EUR 28 million. The Company confirms its full year target of around EUR 180 million additional annual savings, totaling to EUR 750 million by year end 2025.

Fresenius Medical Care continues the execution of its portfolio optimization plan to exit non-core and margin-dilutive assets. Announced divestments include select assets of Spectra Laboratories, our U.S. laboratory testing services business, as well as our clinic operations in Malaysia. Special items associated with portfolio optimization amounted to negative EUR 24 million in the first quarter.

All transactions that were realized as part of the Company’s portfolio optimization plan in 2024 are estimated to negatively impact full year 2025 Group revenue growth by around one percent. Related cost will be treated as special items in operating income.

Strong organic revenue growth^1^in both segments

In the first quarter 2025, Group revenue increased by 3% (+1% at constant currency, +5% organic^1^) to EUR 4,881 million. Divestitures realized as part of the portfolio optimization plan affected the revenue development by -260 basis points.

Page 2/7

Care Delivery revenue increased by 2% (-1% at constant currency, +4% organic^1^) to EUR 3,857 million. Divestitures realized as part of the portfolio optimization plan affected the revenue development by -370 basis points.

In Care Delivery U.S., revenue increased by 6% (+3% at constant currency, +4% organic^1^) to EUR 3,302 million. A growing value-based care business, reimbursement rate increases, and a favorable payor mix as well as exchange rate effects had a positive impact, compensating a decrease in dialysis days. A severe flu season in the U.S. drove elevated missed treatments. U.S. same market treatment growth came in flat year-on-year.

In Care Delivery International, revenue declined by 19% (-19% at constant currency, +5% organic^1^) to EUR 555 million. The effect of closed or sold operations, mainly related to Legacy Portfolio Optimization, as well as a decrease in dialysis days were partially offset by organic growth^1^. Same market treatment growth accelerated to 2.5%.

Care Enablement revenue grew by 5% (+5% at constant currency, +5% organic^1^) to EUR 1,367 million, mainly driven by volume growth in all our geographical regions and continued positive pricing momentum. Volume-based procurement in China developed in line with expectations and was supportive of volume growth, yet a headwind to price development.

Within Inter-segment eliminations^4^, revenue for products transferred between the operating segments at fair market value came in 5% below prior year at negative EUR 343 million (-7% at constant currency).

Significant operating incomegrowth

Operating income significantly increased by 35% (+32% at constant currency) to EUR 331 million, resulting in a margin of 6.8% (Q1 2024: 5.2%). Operating income excluding special items increased by 13% (+11% at constant currency) to EUR 457 million, resulting in a margin^2^ of 9.4% (Q1 2024: 8.5%).

Operating income in Care Delivery increased by 71% (+64% at constant currency), resulting in a margin of 8.4% (Q1 2024: 5.0%). Operating income excluding special items increased by 4% (flat at constant currency), resulting in a margin^2^ of 9.3% (Q1 2024: 9.2%). Compared to previous year, operating income development was driven by the impact from phosphate binders, positive price effects and savings associated with the FME25 program. The development was negatively impacted by higher personnel expenses, that developed in line with expectations, less positive contribution from the value-based care business, a negative impact from treatment volumes as well as inflationary cost increases.

Operating income in Care Enablement increased by 34% (+33% at constant currency), resulting in a margin of 6.9% (Q1 2024: 5.4%). Operating income excluding special items increased by 50% (+49% at constant currency), resulting in a margin^2^ of 8.3% (Q1 2024: 5.9%). The improvement compared to the previous year’s quarter was mainly driven by savings from the FME25 program and globally positive volume and pricing developments. These positive effects were partially offset by inflationary cost increases that developed in line with expectations.

^4^ The company transfers products between segments at fair market value. The associated internal revenues and expenses and all other consolidation of transactions are included within “Inter-segment eliminations”.

Page 3/7

Operating income for Corporate amounted to EUR -81 million (Q1 2024: EUR -14 million). Humacyte remeasurements, that are treated as special items in the Corporate line, amounted to EUR -67 million and virtual power purchase agreements contributed EUR 3 million. Operating income excluding special items amounted to EUR -12 million (Q1 2024: EUR -18 million).

Net income^3^ more than doubled (+113%) to EUR 151 million (+109% at constant currency). Net income excluding special items increased by 31% (+29% at constant currency) to EUR 246 million.

Basic earningsper share (EPS) more than doubled (+113%) to EUR 0.52 (+109% at constant currency). EPS excluding special items increased by 31% (+29% at constant currency) to EUR 0.84.

Continued strong cash flowdevelopment and further improved net leverage ratio

In the first quarter, Fresenius Medical Care improved operating cash flow by 28% to EUR 163 million (Q1 2024: EUR 127 million), resulting in a margin of 3.3% (Q1 2024: 2.7%). The operating cash flow development was driven by the seasonality of invoicing, in line with expectations.

Free cash flow^5^ increased to EUR 21 million in the first quarter (Q1 2024: EUR -2 million).

Total net debtand lease liabilities were further reduced to EUR 9,753 million (Q4 2024: EUR 9,803 million). The net leverage ratio (net debt/EBITDA) slightly improved from 2.9x in Q4 2024 to 2.8x in Q1 2025.

Patients, clinics and employees

As of March 31, 2025, Fresenius Medical Care treated 299,358 patients in 3,674 dialysis clinics worldwide and had 112,035 employees (headcount) globally, compared to 111,513 employees as of December 31, 2024.

Outlook 2025 confirmed

Fresenius Medical Care confirms its outlook for fiscal 2025 and expects revenue growth to be positive to a low-single digit percent rate compared to prior year. The Company expects operating income excluding special items to grow by a high-teens to high-twenties percent rate compared to prior year.

The expected growth rates for 2025 are at constant currency, excluding special items in operating income. The 2024 basis for the revenue outlook is EUR 19,336 million and for the operating income outlook is EUR 1,797 million.

^5^ Net cash provided by / used in operating activities, after capital expenditures, before acquisitions, investments, and dividends

Page 4/7

Investor conference call

Fresenius Medical Care will host a conference call for analysts and investors to discuss the results of the first quarter 2025 today, May 6, 2025, at 2:00 p.m. CEST / 8:00 a.m. EDT. Details are available on the Fresenius Medical Care website in the “Investors” section. A replay and a transcript will be available shortly after the call.

Please refer to our statement of earnings included at the end of this press release and to the attachments as separate PDF files for a complete overview of the results of the first quarter 2025. Our FORM 6-K disclosure provides more details.

About Fresenius Medical Care:

Fresenius Medical Care is the world's leading provider of products and services for individuals with renal diseases of which around 4.2 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,674 dialysis clinics, Fresenius Medical Care provides dialysis treatments for approx. 299,000 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

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

Disclaimer:

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

Page 5/7

Statement of earnings

Three months ended March 31,
in million, except share data, unaudited 2025 2024 Change Change<br><br>at cc
Revenue 4,881 4,725 3.3 % 1.2 %
Costs of revenue 3,697 3,551 4.1 % 2.0 %
Selling, general and administrative expense 751 776 -3.2 % -4.9 %
Research and development expense 43 48 -9.0 % -10.1 %
Income from equity method investees (48 ) (29 ) 65.8 % 65.9 %
Other operating income (141 ) (113 ) 24.5 % 24.1 %
Other operating expense 248 246 0.4 % -0.4 %
Operating income 331 **** **** 246 **** **** 34.7 % **** 31.6 %
Operating income excl. special items1 457 403 13.4 % 10.9 %
Interest expense, net 81 88 -8.4 % -11.1 %
Income before taxes 250 158 58.8 % 55.5 %
Income tax expense 61 40 54.5 % 51.6 %
Net income 189 118 60.3 % 56.8 %
Net income attributable to noncontrolling interests 38 47 -18.9 % -21.2 %
Net<br> income2 151 71 113.1 % 108.8 %
Net<br> income2 excl. special items1 246 188 31.3 % 28.6 %
Weighted average number of shares 293,413,449 293,413,449
Basic earnings per share 0.52 0.24 113.1 % 108.8 %
Basic<br> earnings per share excl. special items1 0.84 0.64 31.3 % 28.6 %
In percent of revenue
Operating income margin 6.8 % **** 5.2 % **** **** **** **** **** ****
Operating income margin excl. special items1 9.4 % 8.5 %

All values are in Euros.

^1^ For a reconciliation of special items, please refer to the table at the end of the press release.

^2^ Attributable to shareholders of FME AG.

Page 6/7

Reconciliation of non-IFRS financial measures tothe most directly comparable IFRS Accounting Standards financial measures for comparability with the Company's outlook

Three months ended March 31,
in € million, unaudited 2025 2024
Operating performance excl. special items
These items are excluded to ensure comparability of the figures presented with the Company's financial targets which have been defined excluding special items.
Revenue 4,881 4,725
Operating income 331 246
FME25 Program 28 28
Legacy Portfolio Optimization^1^ 24 143
Legal Form Conversion Costs 0 1
Humacyte Remeasurements 74 (15 )
Sum of special items 126 157
Operating income excl. special items 457 403
Net income^2^ 151 71
FME25 Program 20 20
Legacy Portfolio Optimization^1^ 20 107
Legal Form Conversion Costs 0 1
Humacyte Remeasurements 55 (11 )
Sum of special items 95 117
Net income^2^ excl. special items 246 188

^1^ 2025: mainly comprise severance payments and the impairment of goodwill resulting from the measurement of assets held for sale; 2024: mainly comprise the impairment of intangible and tangible assets resulting from the measurement of assets held for sale as well as losses from divestitures.

^2^ Attributable to shareholders of FME AG.

Page 7/7

Exhibit 99.2

Fresenius Medical Care AG

COMPLETEOVERVIEW OF THE FIRST QUARTER 2025

May 6, 2025

InvestorRelations

phone:+49 6172 609 2525

email: ir@freseniusmedicalcare.com

Content:

Statement of earnings page 2
Segment information page 3
Balance sheet page 4
Cash flow page 5
Revenue development by segment page 6
Key metrics page 7
Reconciliation results excl. special<br> items page 8
Outlook 2025 page 9

Disclaimer

This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to various factors, including, but not limited to, changes in business, economic and competitive conditions, legal changes, regulatory approvals, impacts related to COVID-19, results of clinical studies, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG’s reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.

Rounding adjustments applied to individual numbers and percentages may result in these figures differing immaterially from their absolute values. Furthermore, totals and subtotals in tables may differ slightly from unrounded figures due to rounding in accordance with commercial rounding conventions.

Copyright by Fresenius Medical Care AG

Statement of earnings

in € million, except share data, unaudited Three months ended March 31,
2025 2024 Change Change<br> at cc
Total revenue **** 4,881 **** **** 4,725 **** **** 3.3 % **** 1.2 %
Costs of revenue 3,697 3,551 4.1 % 2.0 %
Selling, general and administrative expense 751 776 -3.2 % -4.9 %
Research and development expense 43 48 -9.0 % -10.1 %
Income from equity method investees (48 ) (29 ) 65.8 % 65.9 %
Other operating income (141 ) (113 ) 24.5 % 24.1 %
Other operating expense 248 246 0.4 % -0.4 %
Operating income **** 331 **** **** 246 **** **** 34.7 % **** 31.6 %
Operating income excl. special items ^1^ 457 403 13.4 % 10.9 %
Interest income (15 ) (16 ) -4.4 % -2.9 %
Interest expense 96 104 -7.8 % -9.8 %
Interest expense, net 81 88 -8.4 % -11.1 %
Income before income taxes **** 250 **** **** 158 **** **** 58.8 % **** 55.5 %
Income tax expense 61 40 54.5 % 51.6 %
Net income **** 189 **** **** 118 **** **** 60.3 % **** 56.8 %
Net income attributable to noncontrolling interests 38 47 -18.9 % -21.2 %
Net income attributable to shareholders of FME AG **** 151 **** **** 71 **** **** 113.1 % **** 108.8 %
Net income attributable to shareholders of FME AG<br> excl. special items ^1^ 246 188 31.3 % 28.6 %
Weighted average number of shares 293,413,449 293,413,449
Basic earnings per share 0.52 **** 0.24 **** **** 113.1 % **** 108.8 %
Basic earnings per ADS 0.26 **** 0.12 **** **** 113.1 % **** 108.8 %
Operating income **** 331 **** **** 246 **** **** 34.7 % **** 31.6 %
Depreciation, amortization and impairment loss 395 512 -23.0 % -24.5 %
EBITDA **** 726 **** **** 758 **** **** -4.3 % **** -6.3 %
In percent of revenue **** **** **** **** **** **** **** **** **** **** **** ****
Operating income margin 6.8 % 5.2 %
Operating income margin excl. special items ^1^ 9.4 % 8.5 %
EBITDA margin 14.9 % 16.1 %

^1^ For a reconciliation of special items, please referto the table on page 8.

Statement of earnings Page 2 of 9 May 6, 2025

Segment information

unaudited
2024 Change Change<br> at cc
Total
Revenue in million 4,881 4,725 3.3 % 1.2 %
Operating income in million 331 246 34.7 % 31.6 %
Operating income in million excl.<br> special items 1 457 403 13.4 % 10.9 %
Operating income margin 6.8 % 5.2 %
Operating income margin excl.<br> special items 1 9.4 % 8.5 %
Days sales outstanding (DSO) 2 67 76
Employees (headcount) 112,035 117,128
Care Delivery segment
Revenue in million 3,857 3,788 1.8 % -0.9 %
Operating income in million 323 189 71.4 % 64.3 %
Operating income in million excl.<br> special items 1 360 348 3.6 % -0.3 %
Operating income margin 8.4 % **** 5.0 % **** **** **** **** **** ****
Operating income margin excl.<br> special items 1 9.3 % 9.2 %
Days sales outstanding (DSO) 2 61 71
Care Enablement segment
Revenue in million 1,367 1,297 5.4 % 4.9 %
Operating income in million 94 70 34.3 % 32.9 %
Operating income in million excl.<br> special items 1 114 76 50.1 % 48.7 %
Operating income margin 6.9 % **** 5.4 % **** **** **** **** **** ****
Operating income margin excl.<br> special items 1 8.3 % 5.9 %
Days sales outstanding (DSO) 2 91 92
Inter-segment eliminations 3
Revenue in million (343 ) (360 ) -5.0 % -7.2 %
Operating income in million (5 ) 1 n.a. n.a.
Operating income in million excl.<br> special items 1 (5 ) (3 ) 77.1 % 71.8 %
Corporate
Operating income in million (81 ) (14 ) 494.9 % 444.8 %
Operating income in million excl.<br> special items 1 (12 ) (18 ) -31.4 % -55.7 %

All values are in Euros.

^1^ For a reconciliation of special items, please refer to the table on page 8.

^2^ Includes receivables related to assets held for sale.

^3^ The Company transfers products between segments at fair market value. The associated internal revenues and expenses and all other consolidation of transactions are included within “Inter-segment eliminations”.

cc = constant currency. Changes in revenue, operating income and net income attributable to shareholders of FME AG include the impact of changes in foreign currency exchange rates. We calculate and present these financial measures using both IFRS Accounting Standards and at constant exchange rates to show changes in these metrics and other items without giving effect to period-to-period currency fluctuations. Under IFRS Accounting Standards, amounts received in local (non-euro) currency are translated into euro at the average exchange rate for the period presented. Once we translate the local currency for the constant currency, we then calculate the change, as a percentage, of the current period using the prior period exchange rates versus the prior period. The single quarter results are calculated as the variance between the current year-to-date results less the preceding quarter’s year-to-date which makes the single quarter subject to further foreign exchange fluctuation. This resulting percentage is a non-IFRS measure referring to a change as a percentage at constant currency. These currency-adjusted financial measures are identifiable by the designated term "Constant Currency".

Segment information Page 3 of 9 May 6, 2025

Balance sheet

in<br> € million, except for net leverage ratio, unaudited March 31, December 31,
**** 2025 **** 2024 ****
Assets
Cash<br> and cash equivalents 1,071 1,180
Trade<br> accounts and other receivables from unrelated parties 3,565 3,367
Inventories 2,079 2,068
Other<br> current assets 1,243 1,308
Goodwill<br> and intangible assets 15,971 16,541
Right-of-use<br> assets 3,475 3,612
Other<br> non-current assets 5,331 5,491
Total assets **** 32,735 **** **** 33,567 ****
Liabilities and equity
Accounts<br> payable to unrelated parties 769 904
Other<br> current liabilities 4,678 4,756
Non-current<br> liabilities 11,783 12,138
Total<br> equity 15,505 15,769
Total liabilities and equity **** 32,735 **** **** 33,567 ****
Equity/assets ratio **** 47 % **** 47 %
Debt and lease liabilities **** **** **** **** **** ****
Short-term<br> debt from unrelated parties 95 2
Current<br> portion of long-term debt 591 575
Current<br> portion of lease liabilities from unrelated parties 603 616
Current<br> portion of lease liabilities from related parties 25 25
Long-term<br> debt, less current portion 6,149 6,261
Lease<br> liabilities from unrelated parties, less current portion 3,275 3,412
Lease<br> liabilities from related parties, less current portion 83 88
Debt<br>and lease liabilities included within liabilities directly associated with assets held for sale 11 9
Total debt and lease liabilities **** 10,832 **** **** 10,988 ****
Minus:<br> Cash and cash equivalents ^1^ (1,079 ) (1,185 )
Total net debt and lease liabilities **** 9,753 **** **** 9,803 ****
Reconciliation of annualized adjusted EBITDA and net leverage ratio to the most directly comparable IFRS Accounting Standards financial measure **** **** **** **** **** ****
Net<br> income 812 741
Income<br> tax expense 338 316
Interest<br> income (71 ) (72 )
Interest<br> expense 399 407
Depreciation<br> and amortization 1,530 1,536
Adjustments<br> ^2^ 432 450
Annualized adjusted EBITDA **** 3,440 **** **** 3,378 ****
Net leverage ratio **** 2.8 **** **** 2.9 ****

^1^    Includes cash and cash equivalentsincluded within assets held for sale.

^2^****^^Acquisitionsand divestitures made for the last twelve months with a purchase price above a €50 M threshold as defined in the Syndicated CreditFacility (2025: -€9 M; 2024: -€23 M), non-cash charges, primarily related to pension expense (2025: €52 M; 2024: €52M), impairment loss (2025: €94 M; 2024: €207 M) and special items, including costs related to the FME25 Program (2025: €167M; 2024: €164 M), Legacy Portfolio Optimization (2025: €103 M; 2024: €113 M), Legal Form Conversion Costs (2025: €8 M; 2024: €9 M) and Humacyte Remeasurements (2025: €17 M; 2024: -€72 M).

Balance Sheet Page 4 of 9 May 6, 2025

Cash flow statement

in<br> € million, unaudited Three<br> months ended March 31,
**** 2025 **** 2024 ****
Operating activities **** **** **** **** **** ****
Net<br> income 189 118
Depreciation,<br> amortization and impairment loss 395 512
Change<br> in trade accounts and other receivables from unrelated parties (307 ) (669 )
Change<br> in inventories (71 ) (41 )
Change in other working<br>capital and non-cash items (43 ) 207
Net cash provided by (used in) operating activities **** 163 **** **** 127 ****
In<br> percent of revenue 3.3 % 2.7 %
Investing activities
Purchases<br> of property, plant and equipment and capitalized development
costs (146 ) (134 )
Proceeds<br> from sale of property, plant and equipment 4 5
Capital<br> expenditures, net (142 ) (129 )
Free cash flow **** 21 **** **** (2 )
In<br> percent of revenue 0.4 % 0.0 %
Acquisitions<br> and investments, net of cash acquired, and purchases of
intangible<br> assets (6 ) 0
Investments<br> in debt securities (12 ) 0
Proceeds<br> from divestitures, net of cash disposed 19 40
Proceeds<br> from sale of debt securities 33 21
Free cash flow after investing activities **** 55 **** **** 59 ****
Cash flow Page 5 of 9 May 6, 2025
--- --- ---

Revenue development by segment

Same<br> market
Change Organic treatment
in<br> € million, unaudited 2025 2024 Change at<br> cc growth growth<br> ^1^
Three months ended March 31,
Total revenue 4,881 **** 4,725 **** 3.3 % 1.2 % 5.4 % **** ****
Care Delivery segment 3,857 **** 3,788 **** 1.8 % -0.9 % 4.2 % 0.8 %
Thereof:<br> U.S. 3,302 3,102 6.4 % 3.2 % 4.1 % 0.0 %
Thereof:<br> International 555 686 -19.1 % -19.0 % 4.8 % 2.5 %
Care Enablement segment 1,367 **** 1,297 **** 5.4 % 4.9 % 4.9 % **** ****
Inter-segment<br> eliminations (343 ) (360 ) -5.0 % -7.2 %

^1^ Same market treatment growth = organic growth less price effects

Health care services and health care products revenueby segment

2025 **** **** 2024
Care Delivery Care****Enablement Inter-****segment **** **** Care Delivery Care Enablement Inter- segment **** ****
in<br> € million, unaudited segment segment eliminations **** Total segment segment eliminations **** Total
Three months ended March 31,
Health<br> care services revenue 3,780 3,780 3,748 3,748
Health<br> care products revenue 77 1,024 1,101 40 937 977
Inter-segment<br> revenue 343 (343 ) 360 (360 )
Revenue 3,857 1,367 (343 ) 4,881 3,788 1,297 (360 ) 4,725
Revenue development by segment Page 6 of 9 May 6, 2025
--- --- ---

Key metrics Care Delivery segment

unaudited Three<br> months ended March 31, 2025
Growth Growth Growth
Clinics in<br> % <br><br>yoy Net change<br><br>in clinics ^1^ Patients in<br> %<br><br> yoy Treatments in<br> % <br><br>yoy
Total 3,674 -5 % (1 ) 299,358 -8 % 11,007,408 -10 %
Thereof:<br> U.S. 2,623 0 % (1 ) 205,662 0 % 7,548,182 -1 %
Thereof:<br> International 1,051 -16 % 0 93,696 -21 % 3,459,226 -26 %

^1^ Net change in clinics (acquired, de novo, combined,closed and sold) in comparison to December 31, 2024.

yoy = year-on-year

Key metrics Page 7 of 9 May 6, 2025

Reconciliation of non-IFRS financial measures tothe most directly comparable IFRS Accounting Standards financial measures for comparability with the Company´s outlook

Special items Special items
in<br> € million, except share data, unaudited Results 2025 FME25<br><br> Program Legacy<br><br> Portfolio<br><br><br> Optimiza-<br><br> tion^1^ Legal <br><br>Form<br><br> Conversion<br><br> Costs Humacyte<br><br> Remeasure-<br><br> ments Sum of<br><br> special<br><br> items Results 2025 excl. special items Currency<br><br> translation<br><br> effects Results<br><br><br> 2025<br><br> excl.<br><br> special<br><br> items<br><br> at cc Results 2024 FME25<br><br> Program Legacy<br><br> Portfolio<br><br> Optimiza-<br><br> tion^1^ Legal <br><br>Form<br><br> Conversion<br><br> Costs Humacyte<br><br> Remeasure-<br><br> ments Sum of<br><br> special<br><br> items Results 2024 excl. special items Change<br><br> excl. special<br><br> items Change<br><br> excl. special<br><br> items<br><br> at cc
Three months ended March 31,
Total revenue 4,881 4,881 (99 ) 4,782 4,725 4,725 3.3 % 1.2 %
Care Delivery<br> segment 3,857 3,857 (101 ) 3,756 3,788 3,788 1.8 % -0.9 %
Thereof:<br> U.S. 3,302 3,302 (102 ) 3,200 3,102 3,102 6.4 % 3.2 %
Thereof:<br> International 555 555 1 556 686 686 -19.1 % -19.0 %
Care Enablement<br> segment 1,367 1,367 (6 ) 1,361 1,297 1,297 5.4 % 4.9 %
Inter-segment eliminations (343 ) (343 ) 8 (335 ) (360 ) (360 ) -5.0 % -7.2 %
EBITDA 726 28 17 0 74 119 845 (18 ) 827 758 26 27 1 (15 ) 39 797 6.0 % 3.8 %
Total operating income 331 28 24 0 74 126 457 (11 ) 446 246 28 143 1 (15 ) 157 403 13.4 % 10.9 %
Care Delivery<br> segment 323 15 22 37 360 (14 ) 346 189 12 147 159 348 3.6 % -0.3 %
Care Enablement<br> segment 94 11 2 7 20 114 (1 ) 113 70 16 0 (10 ) 6 76 50.1 % 48.7 %
Inter-segment<br> eliminations (5 ) (5 ) 0 (5 ) 1 (4 ) (4 ) (3 ) 77.1 % 71.8 %
Corporate (81 ) 2 0 67 69 (12 ) 4 (8 ) (14 ) 0 0 1 (5 ) (4 ) (18 ) -31.4 % -55.7 %
Interest expense, net 81 81 (3 ) 78 88 88 -8.4 % -11.1 %
Income tax expense 61 8 4 0 19 31 92 (3 ) 89 40 8 36 0 (4 ) 40 80 14.7 % 12.5 %
Net income attributable to<br> noncontrolling interests 38 38 0 38 47 47 -18.9 % -21.2 %
Net income^2^ 151 20 20 0 55 95 246 (5 ) 241 71 20 107 1 (11 ) 117 188 31.3 % 28.6 %
Basic earnings per share 0.52 0.07 0.07 0.00 0.18 0.32 0.84 (0.02 ) 0.82 0.24 0.07 0.37 0.00 (0.04 ) 0.40 0.64 31.3 % 28.6 %

^1^ 2025: mainly comprise severance payments and the impairment of goodwill resulting from the measurement of assets held for sale; 2024: mainly comprise the impairment of intangible and tangible assets resulting from the measurement of assets held for sale as well as losses from divestitures.

^2^ Attributable to shareholders of FME AG.

Reconciliation results excl. special items Page 8 of 9 May 6, 2025

Outlook 2025

**** **** Outlook 2025
**** Results 2024 (at Constant Currency)
Revenue^1^ €19,336<br> M Positive<br> to a low-single digit percentage rate growth
Operating<br> income^1^ €1,797<br> M High-teens<br> to high-twenties percentage rate growth

^1^ Outlook 2025 is based on the assumptions outlined inthe earnings release for the fourth quarter and full year of 2024 and excludes special items. Special items include the costs relatedto the FME25 Program, the impacts from Legacy Portfolio Optimization, the Legal Form Conversion Costs, the Humacyte Remeasurementsand other effects that are unusual in nature and have not been foreseeable or not foreseeable in size or impact at the time of providingthe outlook. The growth rates are based on the results 2024 excluding the costs related to the FME25 Program (€180 M for operatingincome), the impacts from Legacy Portfolio Optimization (€288 M for operating income), the Legal Form Conversion Costs (€9M for operating income) and the Humacyte Remeasurements (-€72 M for operating income).

Outlook 2025 Page 9 of 9 May 6, 2025