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6-K

Fresenius Medical Care AG (FMS)

6-K 2025-04-08 For: 2025-04-08
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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 April 2025

Commission file number: 001-32749

FRESENIUS MEDICALCARE AG

(Translation of registrant's name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

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

Form 20-F x         Form 40-F ¨

EXHIBITS

The following exhibits are being furnished with this Report:

Exhibit 99.1 Bond Tender Offer Results issued on April 8, 2025.

The announcement constituting Exhibit 99.1 to this Report is being furnished solely as a matter of record, the Offers referenced therein having been completed. Such Offers do not constitute an invitation to participate in such Offers made, directly or indirectly, in or into the United States or to any United States person.

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 8, 2025

Fresenius Medical Care<br> 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

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSONLOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA(THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Fresenius Medical Care AG announces the pricingand the results of its Tender Offers in respect of two series of outstanding notes due 2026

8 April 2025. Further to the announcements on 28 March 2025 and earlier today, Fresenius Medical Care AG (the "Purchaser") hereby announces the pricing and final results in respect of the invitation by the Purchaser to holders of its outstanding (i) EUR 500,000,000 1.000% Notes due 29 May 2026 (ISIN: XS2178769076) (the "May 2026 Notes") and (ii) EUR 600,000,000 0.625% Notes due 30 November 2026 (ISIN: XS2084497705) (the "November 2026 Notes" and, together with the May 2026 Notes, the "Notes") to tender their Notes for purchase by the Purchaser for cash (together, the "Offers").

The Offers were announced on 28 March 2025 and were made subject to the satisfaction of the New Financing Condition and the other conditions set out in the tender offer memorandum dated 28 March 2025 (the "Tender Offer Memorandum") prepared by the Purchaser. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The New Financing Condition was met on 8 April 2025.

Announcement of Final Results

The Purchaser has increased the Maximum Acceptance Amount to EUR 300,000,000.

The Purchaser has decided to accept valid tenders of Notes pursuant to the Offers in an aggregate principal amount of EUR 300,000,000 and allocated as follows:

Description of the Notes ISIN /Common Code / WKN Series Acceptance Amount Benchmark Rate Purchase Yield Purchase Price Scaling Factor
EUR 500,000,000 1.000% Notes due 29 May 2026 XS2178769076 / 217876907 /<br><br> A289N2 EUR 100,025,000 2.063% 2.113% 98.764% 43.858%
EUR 600,000,000 0.625% Notes due 30 November 2026 XS2084497705 / 208449770 / <br><br>A255DV EUR 199,975,000 2.033% 2.233% 97.435% N/A

Settlement and Payment

The Settlement Date for the Offers is expected to be 10 April 2025.

The Purchaser will also pay Accrued Interest (if any) in respect of the Notes accepted for purchase.

The relevant Purchase Price and Accrued Interest payable to Noteholders for such Notes in each Clearing System will be paid, in immediately available funds, on the Settlement Date to such Clearing System for payment to the cash accounts of the relevant Noteholders in such Clearing System (see "Procedures forParticipating in the Offers" in the Tender Offer Memorandum). The payment of such aggregate amounts to the Clearing Systems will discharge the obligation of the Purchaser to all such Noteholders in respect of the payment of the relevant Purchase Price and Accrued Interest.

Provided the Purchaser makes, or has made on its behalf, full payment of the relevant Purchase Price and Accrued Interest for all Notes accepted for purchase pursuant to the Offers to the Clearing Systems on or before the Settlement Date, under no circumstances will any additional interest be payable to a Noteholder because of any delay in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes of that Noteholder.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum.

Notes that are not successfully tendered for purchase pursuant to the relevant Offer will remain outstanding.

DEALER MANAGER
Deutsche Bank AktiengesellschaftMainzer Landstraβe 11-17 <br><br>60329 Frankfurt am Main <br><br>Germany
Attention: Liability Management Group<br><br>Telephone: +44 20 7545 8011
TENDER AGENT
Kroll Issuer Services Limited<br><br> The News Building<br><br> 3 London Bridge Street<br><br> London SE1 9SG<br><br> United Kingdom<br><br> <br><br><br> <br>Telephone:<br> +44 20 7704 0880<br><br> Attention: Owen Morris<br><br> Email: freseniusmedicalcare@is.kroll.com<br><br> Tender Offer Website: https://deals.is.kroll.com/freseniusmedicalcare

This announcement, the Tender Offer Memorandum and the Offers are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The Offers referenced herein are not beingmade, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, withoutlimitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a nationalsecurities exchange of the United States and the invitation cannot be accepted by any such use, means, instrumentality or facility orfrom within the United States.

This announcement, the Tender Offer Memorandum and the Offers do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

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Nothing in this announcement and the Tender Offer Memorandum constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum), Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful.

The Tender Offer Memorandum and the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by the Purchaser, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. See "Offer and Distribution Restrictions" in the Tender Offer Memorandum.

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