20-F - GRFS - Equibles

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

◻ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

◻ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-35193

GRIFOLS, S.A.
(Exact name of Registrant as specified in its charter)

Kingdom of Spain
(Jurisdiction of incorporation)

Avinguda de la Generalitat, 152-158<br><br>Parc de Negocis Can Sant Joan<br><br>Sant Cugat del Vallès ** 08174<br><br>Barcelona , Spain**
(Address of principal executive offices)

David Ian Bell<br><br>Chief Corporate Development Officer<br><br>Telephone: + 34 ** 93 571 02 21<br><br>Email: david.bell@grifols.com<br><br>Grifols Shared Services North America, Inc.<br><br> 2410 Grifols Way<br><br>Los Angeles , CA 90032 - 3514**
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol		Name of each exchange on which registered
American Depositary Shares<br><br>evidenced by American Depositary<br><br>Receipts, each American<br><br>Depositary Share representing<br><br>one Class B non-voting<br><br>share of Grifols, S.A.		GRFS		The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None.
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None.
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

426,129,798 Class A Shares

261,425,110 Class B Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

⌧ Yes ◻ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

◻ Yes ⌧ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

⌧ Yes ◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Emerging growth company ◻

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ◻

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes - Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

⌧ Yes ◻ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ◻	International Financial Reporting Standards as issued<br>by the International Accounting Standards Board ⌧	Other ◻

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

◻ Item 17 ◻ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

◻ Yes ⌧ No

Table of Contents

GRIFOLS, S.A.

TABLE OF CONTENTS

TABLE OF CONTENTS		I
GENERAL INFORMATION		III
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		III
PRESENTATION OF MARKET INFORMATION		IV
PART I		1
Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
A.	Directors and Senior Management	1
B.	Advisers	1
C.	Auditors	1
Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
A.	Offer Statistics	1
B.	Method and Expected Timetable	1
Item 3.	KEY INFORMATION	1
A.	[Reserved]	1
B.	Capitalization and Indebtedness	1
C.	Reasons for the Offer and Use of Proceeds	1
D.	Risk Factors	1
Item 4.	INFORMATION ON THE COMPANY	42
A.	History of and Development of the Company	42
B.	Business Overview	45
C.	Organizational Structure	78
D.	Property, Plant and Equipment	78
E.	Regulatory Matters	81
Item 4.A.	UNRESOLVED STAFF COMMENTS	95
Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	95
A.	Operating Results	96
B.	Liquidity and Capital Resources	109
C.	Research and Development, Patents and Licenses	128
D.	Trend Information	128
E.	Critical Accounting Estimates	129
Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	129
A.	Directors and Senior Management	129
B.	Compensation	138
C.	Board Practices	143
D.	Employees	149
E.	Share Ownership	150
F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.	151
Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	151
A.	Major Shareholders	151
B.	Related Party Transactions	153
C.	Interests of Experts and Counsel	157
Item 8.	FINANCIAL INFORMATION	157
A.	Consolidated Statements and Other Financial Information	157
B.	Significant Changes	159
Item 9.	THE OFFER AND LISTING	159
A.	Offer and Listing Details	159
B.	Plan of Distribution	159
C.	Market	160

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D.	Selling Shareholders	164
E.	Dilution	164
F.	Expense of the Issue	164
Item 10.	ADDITIONAL INFORMATION	164
A.	Share Capital	164
B.	Memorandum and Articles of Association	165
C.	Material Contracts	176
D.	Exchange Controls	176
E.	Taxation	177
F.	Dividends and Paying Agents	185
G.	Statement by Experts	185
H.	Documents on Display	185
I.	Subsidiary Information	185
J.	Annual Report to Security Holders	185
Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	186
Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	187
A.	Debt Securities	187
B.	Warrants and Rights	187
C.	Other Securities	187
D.	American Depositary Shares	187
GLOSSARY OF TERMS		189
PART II		194
Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	194
Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	194
Item 15.	CONTROLS AND PROCEDURES	194
A.	Evaluation of Disclosure Controls and Procedures	194
B.	Management’s Report on Internal Control over Financial Reporting	194
C.	Attestation Report of the Registered Public Accounting Firm	195
D.	Changes in Internal Control over Financial Reporting	195
Item 16.	[RESERVED]	195
Item 16.A	AUDIT COMMITTEE FINANCIAL EXPERT	195
Item 16.B	CODE OF ETHICS	195
Item 16.C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	196
Item 16.D	EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	196
Item 16.E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ****	196
Item 16.F	CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT	196
Item 16.G	CORPORATE GOVERNANCE	197
Item 16.H	MINE SAFETY DISCLOSURE	200
Item 16.I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	200
Item 16.J	INSIDER TRADING POLICIES	200
Item 16.K	CYBERSECURITY	201
PART III		204
Item 17.	FINANCIAL STATEMENTS	204
Item 18.	FINANCIAL STATEMENTS	204
Item 19.	EXHIBITS	204
SIGNATURES		207

Table of Contents GENERAL INFORMATION

As used in this annual report on Form 20-F, unless the context otherwise requires or as is otherwise indicated:

●	all references to “Grifols,” the “Company,” “we,” “us” and “our” refer to Grifols, S.A., a company (sociedad anónima) organized under the laws of Spain, and our consolidated subsidiaries;
●	all references to the “Group” or the “Grifols Group” are to Grifols, S.A. and the group of companies owned or controlled by Grifols, S.A; and
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●	see “Glossary of Terms” for further explanations and/or definitions of terms referenced in this Form 20-F.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The basis of presentation of financial information of Grifols in this document is in conformity with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB (jointly, “IFRS-IASB”) and other legislative provisions containing the applicable legislation governing our financial information, unless indicated otherwise.

All references in this annual report on Form 20-F to (i) “euro,” “€” or “EUR” are to the common currency of the European Union and (ii) “U.S. dollar,” “$” or “USD” are to the currency of the United States.

The functional and presentation currency of Grifols is the euro. Beginning with the year ended December 31, 2025, we have changed the presentation of our financial statement amounts from thousands of euros to millions of euros. Prior-period amounts have been conformed to the current year presentation. Therefore, all tabular disclosures are presented in millions of euros except share and per share amounts, percentages and as otherwise indicated. Certain monetary amounts and other figures included in this annual report on Form 20-F have been subject to rounding adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding.

Changes in accounting criteria and corrections

In the consolidated annual accounts for year ended December 31, 2024, we applied certain corrections related to the accounting classification of the joint operation Biotek America LLC (the “ITK JV”) and the initial treatment of the investment in Shanghai RAAS Blood Products Co. Ltd (“Shanghai RAAS”). These corrections affected the comparative figures for the years ended December 31, 2023 and 2022 and were described in detail in the notes to the financial statements as of and for the year ended December 31, 2024, filed with the annual report on Form 20-F for the year ended December 31, 2024. Our audited consolidated financial statements included in this annual report on Form 20-F already fully incorporate these adjustments and no additional errors or changes in accounting policies have been identified during 2025.

With respect to the ITK JV, we concluded that the arrangement should have been treated as a joint operation from its inception, which required the proportional recognition of the corresponding assets, liabilities, and results. The correction resulted in the recognition, as of December 31, 2023, of the joint operation’s assets and liabilities amounting to €151 million and €191 million, respectively, and in the recognition of a negative adjustment to reserves of €40 million, net of translation differences, corresponding to accumulated losses for fiscal years 2021 and 2022. It also resulted in a reduction in the profit attributable to the parent company of €23 million in 2022 and €17 million in 2023.

As regards Shanghai RAAS, it was identified that in the initial recognition of the investment in 2020, the amount corresponding to the indirect interest in Grifols Diagnostic Solutions Inc. (“GDS”) should have been excluded. In accordance with the applicable accounting policy, this amount should have been recorded against the investment in Shanghai RAAS rather than against reserves. The correction resulted in a reduction in the carrying amount of the investment and in consolidated reserves totaling €457 million, with no impact on the income statement of the affected fiscal years.

See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and corrections” and Note 2(d) to our consolidated financial statements as of and for the year ended December 31, 2025. iii

Table of Contents Non-IFRS Financial Measures

Certain parts of this annual report on Form 20-F contain non-IFRS financial measures, in particular constant currency. Our management uses this measure to evaluate the Group’s financial performance in making operational and strategic decisions for the Group. Therefore, we believe this measure is useful to investors and stakeholders.

Constant Currency

Net revenue variance in constant currency is determined by comparing adjusted current period figures, calculated using prior period monthly average exchange rates, to the prior period net revenue. The resulting percentage variance in constant currency is considered to be a non-IFRS-IASB financial measure. Net revenue variance in constant currency calculates net revenue variance without the impact of foreign exchange fluctuations. We believe that constant currency variance is an important measure of our operations because it neutralizes foreign exchange impact and illustrates the underlying change from one year to the next. We believe that this presentation provides a useful period-over-period comparison as changes due solely to exchange rate fluctuations are eliminated. Net revenue variance in constant currency, as defined and presented by us, may not be comparable to similar measures reported by other companies. Net revenue variance in constant currency has limitations, particularly because the currency effects that are eliminated constitute a significant element of our net revenue and could impact our performance significantly. We do not evaluate our results and performance without considering variances in constant currency on the one hand and changes prepared in accordance with IFRS-IASB on the other. We caution you to follow a similar approach by considering data regarding constant currency period-over-period revenue variance only in addition to, and not as a substitute for or superior to, other measures of financial performance prepared in accordance with IFRS-IASB. We present the fluctuation derived from IFRS-IASB net revenue next to the fluctuation derived from constant currency.

See below for a reconciliation of reported net revenues to net revenues in constant currency:


	Year Ended December 31,				Year Ended December 31,
	2025	2024	% var		2024	2023	% var
	(in millions of euros)				(in millions of euros)
Net Revenue	7,524	7,212	4.3	%	7,212	6,592	9.4	%
Variation due to exchange rate effects	194				59
Constant Currency Net Revenue	7,718	7,212	7.0	%	7,271	6,592	10.3	%

PRESENTATION OF MARKET INFORMATION

Market information (including market share, market position and industry data for our operating activities and those of our subsidiaries or of companies acquired by us) or other statements presented in this annual report on Form 20-F regarding our position (or that of companies acquired by us) relative to our competitors largely reflect the best estimates of our management. These estimates are based upon information obtained from customers, trade or business organizations and associations, other contacts within the industries in which we operate and, in some cases, upon published statistical data or information from independent third parties. Except as otherwise stated, our market share data, as well as our management’s assessment of our comparative competitive position, has been derived by comparing our sales figures for the relevant period to our management’s estimates of our competitors’ sales figures for such period, as well as upon published statistical data, information taken from filings with the Securities and Exchange Commission, or the SEC, and information from independent third parties, and, in particular, the reports published and the information made available by, among others, the Marketing Research Bureau, or the MRB. You should not rely on the market share and other market information presented herein as precise measures of market share or of other actual conditions.

Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains statements that constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “may,” “anticipate,” “believe,” “estimate,” “predict,” “expect,” “intend,” “forecast,” “will,” “would,” “should” or the negative of such terms or other variations on such terms or comparable or similar words or expressions.

These forward-looking statements reflect, as applicable, our management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include, but are not limited to:

●	the complexity of our manufacturing processes and the susceptibility of our biological intermediates to contamination;
●	our need to continually monitor our products for possible unexpected side effects;
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●	our ability to adhere to government regulations so that we may continue to manufacture and distribute our products;
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●	the impact of disruptions in our supply of plasma or in the operations of our plasma collection centers;
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●	the impact of competing products and pricing and the actions of competitors;
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●	the impact of strategies and techniques employed by short sellers or other market disruptors to drive down the market price of our shares, negatively impact our business operations and/or generate non-meritorious litigation;
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●	the impact of product liability claims on our business;
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●	our reliance on a plasma supply free of transmittable disease;
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●	our plans relating to our financings, including refinancing plans, interest rates and availability, and cost of financing opportunities;
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●	the impact of interest rate fluctuations;
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●	unexpected shut-downs of our manufacturing and storage facilities or delays in opening new planned facilities;
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●	reliance on third parties for manufacturing of products and provision of services;
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●	our ability to commercialize products in development;
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●	our ability to protect our intellectual property rights.
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●	U.S. healthcare legislation, new legislation, regulatory action or legal proceedings affecting, among other things, the U.S. healthcare system, and pharmaceutical pricing and reimbursement, including Medicaid, Medicare and the 340B Program;
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●	legislation or regulations in markets outside of the United States affecting product pricing, reimbursement, access, or distribution channels;
●	the magnitude of cost savings, streamlining of corporate functions, optimization of plasma costs and operations, enhancement of efficiencies and synergies, structural improvements and other measures related to our Operational Improvement Plan (as defined hereunder); and
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●	changes in legal requirements affecting the industries in which we operate.
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Please review a more detailed discussion of these and other risks that may impact our business set forth in this Form 20-F under “Item 3.D. Risk Factors.”

Forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including those listed above, and actual results may differ materially from those expressed or implied in the forward-looking statements.

All written and oral forward-looking statements concerning matters addressed in this annual report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this annual report. The forward-looking statements contained in this annual report speak only as of the date of this annual report. Except as required by law, we do not undertake to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.

Table of Contents PART I

Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.	Directors and Senior Management
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Not applicable.

B.	Advisers

Not applicable.

C.	Auditors

Not applicable.

Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE
A.	Offer Statistics
---	---

Not applicable.

B.	Method and Expected Timetable

Not applicable.

Item 3.	KEY INFORMATION
A.	[Reserved]
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B.	Capitalization and Indebtedness
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Not Applicable.

C.	Reasons for the Offer and Use of Proceeds

Not Applicable.

D.	Risk Factors

Summary

Our company, our business and our securities are subject to a number of risks which are described more comprehensively elsewhere in this item D. We present below a summary of our key risk factors.

Risks Relating to Our Structure:

●	Our substantial level of indebtedness could adversely affect our financial condition, restrict our ability to react to changes to our business, and prevent us from fulfilling our debt obligations;
●	Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks associated with our substantial leverage;
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●	To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which may be beyond our control;
●	Covenants in our debt agreements restrict our business in many ways;
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●	Our ability to meet our financial obligations depends in part on our ability to receive dividends and other distributions from our subsidiaries;
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●	We engage in transactions with related parties and such transactions may present the appearance of a possible conflict of interest that can have an adverse effect on us;
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●	We are a foreign private issuer under the rules and regulations of the Securities and Exchange Commission and, thus, are exempt from a number of rules under the Securities Exchange Act of 1934 and are permitted to file less information with the Securities and Exchange Commission than a company incorporated in the United States;
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●	Military conflicts around the world, and the global response thereto, may adversely affect our business and results of operations; and
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●	The ability to enforce civil liabilities under U.S. securities laws may be limited.
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●	We are a multinational business that operates in numerous tax jurisdictions.
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●	The unforeseen results of potential trade disputes and reciprocal tariffs around the world, including the United States, the European Union and/or China, may cause an impact on our business.
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●	Changes in immigration laws in the countries in which we operate, including Canada and the United States, could affect our ability to send employees with specified expertise in manufacturing and IT into foreign regions for purposes of building or upgrading certain infrastructure.
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Risks Relating to the Company and Our Business:

●	Our manufacturing processes are complex and involve biological intermediates that may be susceptible to contamination and variations in yield. Plasma and plasma derivative products are fragile, and improper handling of the plasma or plasma derivative products could adversely affect our operations;
●	Once our products are approved and marketed, we must continually monitor them for signs that their use may result in serious and unexpected side effects, which could jeopardize our reputation and our ability to continue marketing our products. We may also be required to conduct post-approval clinical trials as a condition to licensing a product. Moreover, we may not be able to commercialize products in development;
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●	Our ability to continue manufacturing and distributing our products depends on our continued adherence to cGMP regulations at our facilities;
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●	A significant disruption in our supply of plasma, including as a result of macroeconomic conditions, pandemics or changes in immigration policies and enforcement could have a material adverse effect on our business and our growth plans;
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●	Disruption of the operations of our plasma collection centers would cause us to become supply-constrained and our financial performance would suffer;
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●	A significant portion of our net revenue has historically been derived from sales of our immunoglobulin (“IG”) products and we expect that they will continue to comprise a significant portion of our sales. Any adverse market event with respect to these products could have a material adverse effect on us;
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●	We face significant competition, including from companies with greater financial resources;
●	Technological changes in the production of our products may require substantial investments in innovation, digital transformation and new technologies, which could render our production process uneconomical and diminish our competitiveness in the industries in which we operate;
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●	We utilize artificial intelligence, which could expose us to liability or adversely affect our business;
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●	The discovery of new pathogens could slow our growth and adversely affect profit margins;
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●	Product liability claims or product recalls and/or voluntary withdrawals involving products we produce or distribute could have a material adverse effect on our business;
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●	Our ability to continue to produce safe and effective plasma derivative products depends on a plasma supply free of transmittable diseases;
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●	Ineffective IT governance, as well as a lack of related compliance, operational safeguards, and implementation of appropriate cybersecurity measures poses significant risks in today’s data-driven world, including data breaches, regulatory non-compliance, operational inefficiencies, financial losses and hindered innovation;
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●	Our future success depends on our ability to retain members of our senior management and to attract, retain and motivate qualified personnel;
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●	Our business requires substantial capital to operate and grow and to achieve our strategy of realizing increased operating leverage, including the completion of several large capital projects;
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●	We may not be able to develop some of our international operations successfully;
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●	Uncertainties regarding the general regulatory and legal environment, particularly in China, could adversely affect our business;
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●	We are susceptible to interest rate variations;
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●	Our results of operations and financial condition may be affected by adverse changes in foreign currency exchange rates, especially a significant shift in the value of the euro as compared to the U.S. dollar;
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●	If our main facilities were to suffer a crippling accident, or if a force majeure event materially affected our ability to operate and produce saleable products, a substantial part of our manufacturing capacity could be shut down for an extended period;
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●	If we experience equipment difficulties or if the suppliers of our equipment or disposable goods fail to deliver key product components or supplies in a timely manner, our manufacturing ability would be impaired and our product sales could suffer;
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●	If our shipping or distribution channels were to become inaccessible due to a crippling accident, a pandemic, an act of terrorism, a strike, earthquake, major fire, armed conflict or storm, or any other force majeure event, our supply, production and distribution processes could be disrupted;
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●	We rely in large part on the services of third parties for the sale, distribution and delivery of our products;
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●	We rely on the services of third parties for the manufacture of certain products;
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●	We may not be able to commercialize products in development;
●	Complex and evolving U.S. and international laws and regulations regarding privacy and data security and increased risk of cybersecurity incidents to our information technology systems could result in increased costs of operations and a significant disruption to our business;
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●	Cyber-attacks or other privacy and data security incidents (for example involving the personal information of our plasma or blood donors) could disrupt our business and expose us to significant losses, liability and reputational damage;
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●	Our success depends in large part on our ability to obtain and maintain protection in the United States and other countries of the intellectual property relating to or incorporated into our technology and products;
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●	In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how;
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●	We may infringe or be alleged to infringe intellectual property rights of third parties;
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●	We have in-licensed certain patent rights and co-own certain patent rights with third parties;
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●	We may not realize the expected benefits from the entry into new or amended contracts, cost-savings and business improvement initiatives;
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●	Climate change and increased risk of major natural disasters may adversely affect our business; and
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●	Changes, enactment, and/or enforcement of biometric information, consumer health data, biometric information, information and other privacy laws of different jurisdictions, including federal and state laws in the United States, could expose us to potential liability.
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Risks Relating to the Healthcare Industry:

●	United States Healthcare Reform may adversely affect our business;
●	Government pressures and constraints on reimbursement may adversely affect our business;
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●	Impact of government regulations relating to product development and regulatory approvals, as well as government pressures and constraints on reimbursement may adversely affect our business;
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●	Failure to comply with laws and regulations governing the sales and marketing of our products or an adverse decision in lawsuits may result in adverse consequences for us;
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●	We could be adversely affected if other government or private third-party payors decrease or otherwise limit the amount, price, scope or other eligibility requirements for reimbursement for the purchasers of our products;
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●	We are subject to extensive government regulatory compliance and ethics oversight;
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●	Failure to comply with changing regulatory requirements could materially adversely affect our business;
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●	We are subject to extensive environmental, health and safety laws and regulations; and
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●	Unsuccessful management of sustainability (environmental, social and governance) matters could adversely affect our reputation, and we may experience difficulties meeting the expectations of our stakeholders.
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Table of Contents Risks Relating to Our Shares and American Depositary Shares:

●	If we discover material weaknesses or significant deficiencies in our internal control over financial reporting, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under U.S. federal securities laws, which also could affect the market price of our American Depositary Shares or our ability to remain listed on NASDAQ;
●	The Grifols Family may exercise significant influence over the conduct of our business;
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●	The market price of our Class B ADSs on NASDAQ, as well as the market price of our Class A ADSs traded in over the counter markets, may be volatile;
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●	Techniques employed by short sellers or other market disruptors may drive down the market price of our shares, negatively impact our business operations and/or generate non-meritorious litigation;
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●	Fluctuations in the exchange rate between the U.S. dollar and the euro may increase the risk of holding our ADSs or shares;
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●	Subscription (or preemptive) rights may be unavailable to U.S. holders of our shares or ADSs; and
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●	ADS holders may be subject to limitations on the transfer of their ADSs.
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Risks Relating to Our Structure

Our substantial level of indebtedness could adversely affect our financial condition, restrict our ability to react to changes to our business, and prevent us from fulfilling our debt obligations.

We have a significant amount of indebtedness. As of December 31, 2025, our current and non-current financial liabilities were €9.6 billion, of which a substantial majority (€9.1 billion) was long-term debt.

Our high level of indebtedness could have significant adverse effects on our business, such as:

●	making it more difficult for us to satisfy our obligations with respect to our outstanding debt;
●	making us more vulnerable to economic downturns and adverse developments in our business;
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●	impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;
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●	reducing the funds available to us for operations and other purposes due to the substantial portion of our cash flow that we use to pay interest on our indebtedness;
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●	placing a prior ranking claim on the underlying assets of all of the indebtedness outstanding under our purchase money indebtedness, equipment financing and real estate mortgages;
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●	limiting our ability to fund a change of control offer;
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●	placing us at a competitive disadvantage compared to our competitors that may have proportionately less debt;
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●	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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●	restricting us from making strategic acquisitions or exploiting other business opportunities.
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Table of Contents We expect to use cash flow from operations to pay our expenses and amounts due under our outstanding indebtedness. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which could be beyond our control. Our business may not generate sufficient cash flow from operations in the future and our anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness or to fund other liquidity needs. If we do not have enough liquidity, we may be required to refinance all or part of our then existing debt, sell assets or incur more debt. We may not be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements may restrict us from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve any of these alternatives could materially and adversely affect our business, results of operations and financial condition.

Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks associated with our substantial leverage.

We may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. Our business is capital intensive, and we regularly seek additional capital. Although each of the indentures governing the 2021 Notes (as defined herein), the April 2024 Notes (as defined herein), December 2024 Notes (as defined herein) and the New Credit Facilities (as defined herein) contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions, including secured debt, could be substantial. Incurring additional debt to current debt levels could exacerbate the leverage-related risks described above. For more information on our indebtedness, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit.”

To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which may be beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. A significant reduction in our operating cash flows resulting from changes in economic conditions, increased competition or other events beyond our control could increase the need for additional or alternative sources of liquidity and could have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to service our debt and other obligations. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as reducing capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital. We cannot assure you that any of these alternative strategies could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on our indebtedness.

In addition, our borrowings under the New Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under the New Credit Facilities or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before the maturity of such indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness, including the New Credit Facilities, the 2021 Notes, the April 2024 Notes and the December 2024 Notes, on commercially reasonable terms or at all. For more information on our indebtedness, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit.”

Covenants in our debt agreements restrict our business in many ways.

The agreements governing our indebtedness and other financial obligations applicable to us contain various covenants, with customary caveats, that limit our ability and/or our restricted subsidiaries’ ability to, among other things:

●	incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
●	issue redeemable stock and preferred equity;
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●	pay dividends or make distributions to the shareholders of Grifols or redeem or repurchase capital stock;
●	prepay, redeem or repurchase debt;
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●	make loans, investments and capital expenditures;
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●	enter into agreements that restrict distributions from our restricted subsidiaries;
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●	sell assets and capital stock of our subsidiaries;
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●	enter into certain transactions with affiliates; and
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●	consolidate or merge with or into, or sell substantially all of our assets to, another person.
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A breach of any of these covenants could result in a default under our debt agreements. Upon the occurrence of an event of default, the respective creditors could elect to declare all amounts outstanding under the debt agreements to be immediately due and payable and, in the case of the New Credit Facilities, December 2024 Notes, April 2024 Notes and 2021 Notes, terminate all commitments to extend further credit. If we were unable to repay those amounts, the respective creditors could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the New Credit Facilities, the April 2024 Notes and the December 2024 Notes. If the respective creditors under our existing indebtedness accelerate the repayment of borrowings, we may not have sufficient assets to repay our indebtedness.

Our ability to meet our financial obligations depends in part on our ability to receive dividends and other distributions from our subsidiaries.

Our principal assets are the equity interests that we hold in our operating subsidiaries. As a result, we are dependent on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on our outstanding debt. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness or may have preferential dividends which are required to be paid prior to any dividends to us. For example, in the case of each of Biomat USA, Inc. (“Biomat USA”) and Biomat Newco Corp (“Biomat Newco”), our U.S.-based plasma collection subsidiaries, to the extent dividends are declared by their respective shareholders, the GIC Investor (as defined Item 4 of this Part I, “Information on the Company—A. History of and Development of the Company—Important Milestones”) would be entitled to receive preferred dividends. Such dividends are equal to $4,168,421.05 per share annually payable by each of Biomat USA (in respect of its ten preferential shares) and Biomat Newco (in respect of its nine preferential shares) and carry additional rights with them as well as including redemption rights and a liquidation preference of $52,105,263.16 per share. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Dispositions—The Biomat Transactions.”

In addition, any payment of dividends, distributions, loans or advances to us by our subsidiaries could be subject to restrictions on dividends or, in the case of foreign subsidiaries, restrictions on repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate. Furthermore, payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings. Our subsidiaries are permitted under the terms of our indebtedness to incur additional indebtedness that may restrict payments from those subsidiaries to us. We cannot assure you that agreements governing current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments on our indebtedness when due.

Our subsidiaries are legally distinct from us and, except for existing and future subsidiaries that guarantee certain indebtedness, have no obligation, contingent or otherwise, to pay amounts due on our debt or to make funds available to us for such payment. 7

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We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We purchase goods and services from, sell products to and otherwise engage in other transactions with related parties. These related party transactions create the possibility of conflicts of interest between us and our management, including that:

●	our senior managers, executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to us as well as to such other related parties and may present such business opportunities to such other parties;
●	our senior managers, executive officers and directors that hold positions of responsibility with related parties may have significant duties with, and spend significant time serving, other entities and may have conflicts of interest in allocating time;
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●	such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours; and
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●	the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. Our Audit Committee regularly reviews these transactions. Notwithstanding these reviews, it is possible that a conflict of interest could have an adverse effect on our business, financial condition and results of operations.
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For more information on our related party transactions, see Item 7 of this Part I, “Major Shareholders and Related Party Transactions—B. Related Party Transactions” and Note 31 to our audited consolidated financial statements included in this annual report on Form 20-F.

We are a foreign private issuer under the rules and regulations of the Securities and Exchange Commission and, thus, are exempt from a number of rules under the Securities Exchange Act of 1934 and are permitted to file less information with the Securities and Exchange Commission than a company incorporated in the United States.

As a foreign private issuer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules under Section 14 of the Exchange Act, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the Securities and Exchange Commission, or the SEC, as frequently or as promptly as U.S. companies with securities registered under the Exchange Act; we are not required to file financial statements prepared in accordance with United States’ generally accepted accounting principles; and we are not required to comply with SEC Regulation FD, which imposes certain restrictions on the selective disclosure of material non-public information. In addition, our officers, directors and principal shareholders currently are not subject to the reporting or short-swing profit recovery provisions of Section 16 of the Exchange Act or the rules under the Exchange Act with respect to their purchases and sales of our Class A shares or Class B shares. Accordingly, you may receive less information about us than you would receive about a company incorporated in the United States and may be afforded less protection under the U.S. federal securities laws than you would be afforded with respect to a company incorporated in the United States. If we lose our status as a foreign private issuer at some future time, we will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if we were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.

Additionally, pursuant to The NASDAQ Stock Market LLC (“NASDAQ”) listing rules (the “NASDAQ Listing Rules”), as a foreign private issuer we may elect to follow our home country practice in lieu of the corporate governance requirements of the NASDAQ Listing Rule 5600 Series, with the exception of those rules that are required to be followed pursuant to the provisions of NASDAQ Listing Rule 5615(a)(3). We have elected to follow Spanish practices in lieu of the requirements of the NASDAQ Listing Rule 5600 Series to the extent permitted under NASDAQ Listing Rule 5615(a)(3). See Item 16.G of Part II, “Corporate Governance.” 8

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Military conflicts around the world, and the global response thereto, may adversely affect our business and results of operations.

The occurrence of unforeseen or catastrophic events, including geopolitical and other economic or political conditions or events such as the military conflict between Russia and Ukraine since 2022, the ongoing conflict in Gaza following the terrorist attacks that occurred in Israel in October 2023, and the broader regional conflict involving Iran, Israel and the United States, depending on their scale and duration, may adversely affect national, regional and global economies and could disrupt our operations. For example, in response to these military conflicts, significant sanctions and export controls have been imposed against certain countries, individuals and entities. These conflicts have also resulted in significant volatility and disruptions to the global markets.

It is not possible to predict the long-term implications of these conflicts, which could include but are not limited to new trade restrictions, tariffs, or other retaliatory measures contingent upon ongoing developments and diverging foreign policy positions among governments, uncertainty about economic and political stability, increases in inflation rates, further increases in energy prices, supply chain challenges and adverse effects on currency exchange rates and financial markets.

In addition, these or any other future conflicts have led or could lead to increased threats of cyberattacks, which can pose risks to the security of our IT systems, our network and our service offerings, as well as the confidentiality, availability and integrity of our data.

Up to the present date, the conflicts in Ukraine, Gaza and Iran have not significantly affected our business operations, but we cannot be certain that such conflicts will not affect existing and potential customers and have an adverse impact on our operations in the future.

The ability to serve process and enforce civil liabilities under U.S. securities laws may be limited.

We are a company organized under the laws of Spain, and many of our subsidiaries are also incorporated outside of the United States. A substantial portion of our assets and the assets of our subsidiaries are located outside of the United States. In addition, nearly all of our directors and officers and certain of our subsidiaries’ officers and directors are nationals or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or certain of our subsidiaries or their directors or officers with respect to matters arising under the Securities Act of 1933 (the “Securities Act”) or to enforce against them judgments of courts of the United States predicated upon civil liability under the Securities Act. It may also be difficult to recover fully in the United States on any judgment rendered against such persons or against us or certain of our subsidiaries.

In addition, there is doubt as to the enforceability in Spain of original actions, or of actions for enforcement of judgments of U.S. courts of liabilities, predicated solely upon the securities laws of the United States. If a judgment was obtained outside Spain and efforts were made to enforce the judgment in Spain, there is some doubt that Spanish courts would agree to recognize and enforce a foreign judgment. Accordingly, even if you obtain a favorable judgment in a U.S. court, you may be required to re-litigate your claim in Spain. 9

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We are a multinational business that operates in numerous tax jurisdictions.

We are subject to evolving and complex tax laws in the jurisdictions in which we operate, and routinely obtain advice on tax-related matters. Significant judgment is required in determining our tax liabilities, and our tax returns are periodically examined by various tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our accrual for tax contingencies; however, due to the complexity of tax matters, the ultimate resolution of any tax matters may result in payments greater or less than the amounts accrued. In addition, we may be affected by changes in tax laws, including tax rate changes, new tax laws, and revised tax law interpretations in domestic and foreign jurisdictions and between jurisdictions, including by the E.U., which could have a material and adverse effect on our tax expense and/or tax balances, and changes in tax policies could have a material and adverse impact our business. Furthermore, the integrated nature of our worldwide operations can produce conflicting claims from revenue authorities in different countries as to the profits to be taxed in the individual countries, including potential disputes relating to the prices our subsidiaries charge one another for intercompany transactions, known as transfer pricing. Additionally, existing or future executive orders or other changes in laws regarding tariffs, including by the U.S. executive administration and Congress, the European Union and/or China, could adversely affect our business, financial position and results of operations. The impact of any changes in laws regarding tariffs on our business, if any, will depend on the specific restrictions imposed on trade, including the effective date and duration of such tariffs, jurisdictions covered in such tariffs, amounts of such tariffs, and potential retaliatory tariffs imposed by other jurisdictions. The occurrence of any of these risks could have a material adverse effect on our business, financial position and results of operations.

In particular, the Organization for Economic Co-operation and Development (“OECD”) introduced a new inclusive framework on Base Erosion and Profit Shifting that contains a two-pillar solution to address the tax challenges arising from the digitalization of the economy. These changes are now being progressively implemented by tax authorities around the world and represent a fundamental change to the international tax framework. Pillar One provides for a new nexus standard/taxing right that allocates a portion of intangible/residual profits directly to market jurisdictions but only for the largest and most profitable companies. Pillar Two provides for a global minimum level of taxation (15%) that establishes a floor for tax competition amongst jurisdictions. Since the introduction of the OECD Inclusive Framework, over 140 countries have endorsed the framework and E.U. member states formally adopted the E.U.’s Pillar Two Directive. However, the U.S. voiced concerns regarding the application of the global minimum tax and stated that it may impose retaliatory taxes or take other retaliatory actions against companies from jurisdictions (including in the E.U.) that applied or would apply the global minimum tax. Nevertheless, the U.S. Treasury Department has since stated that it reached an agreement with the G7 regarding the treatment of U.S.-headquartered multinational groups in connection with Pillar Two. On January 5, 2026, the OECD/G20 Inclusive Framework announced a “side-by-side” package; however, the implementation and potential effects of these developments remain uncertain.

As of the date of this annual report, certain E.U. member states have begun to transpose the directive into law, but enforcement dates vary. A number of E.U. member states have begun to implement the rules, subject to transitional rules and permitted deferrals. While we do not anticipate that Pillar Two will have a material impact on our tax provision or effective tax rate, it is possible that Pillar Two may result in top-up taxes in some jurisdictions in which we operate and we continue to monitor evolving tax legislation. Depending on the final rules, we may face requirements for increased tax and accounting disclosures, as well as additional compliance and reporting obligations. For more information, see Note 28 to the audited consolidated financial statements included in this annual report.

The unforeseen results of potential trade disputes and reciprocal tariffs around the world, including the United States, the European Union and/or China may cause an impact on our business.

Our operations expose us to the risk that increased trade protectionism from the United States, the European Union, China or other nations adversely affect our business. Governments may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports. Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and, indirectly, demand for our products. Trade protectionism in the markets we serve may cause an increase in the cost of exported goods, the length of time required to deliver goods and the risks associated with exporting goods and, as a result, a decline in the volume of exported goods and demand for imported products, including our plasma-derived therapies. In addition to tariffs, governments have increasingly implemented export controls, investment restrictions, anti-subsidy investigations, supply chain localization requirements and other trade-related measures that may affect cross-border flows of goods, capital and technology. Due to the interconnected nature of the global supply chain for many products, these policies could impact imports and exports from countries not directly imposing or subject to tariffs or other measures. 10

Table of Contents Tensions over trade and other matters remain high between the U.S. and other countries, including the members of the E.U. and China. The current U.S. administration, led by President Trump, instituted widespread tariffs on a wide variety of goods, including from the European Union and China, which led, and could continue to lead, to retaliatory tariffs from other countries including China and the E.U. The continued use of tariffs and other trade policy tools by the United States and other governments has created significant uncertainty about the future relationship between the United States and China, the European Union, Canada, Mexico and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs, and has led to concerns regarding the potential for an extended trade war. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade and, in particular, trade between the United States and other countries, including China and countries in the European Union, which could adversely affect our business, results of operations, and financial condition. Any new or increased trade barriers or restrictions on trade, including as a result of tariffs imposed by the United States or other countries, could have an adverse impact on our business, operating results and financial condition.

Changes in immigration laws in the countries in which we operate, including Canada and the United States, could affect our ability to send employees with specified expertise in manufacturing and IT into foreign regions for purposes of building or upgrading certain infrastructure.

We are highly dependent upon skilled personnel in key parts of our organization, and we invest heavily in recruiting, training and retaining qualified individuals. The success of our business is dependent on our ability to attract and retain talented and experienced professionals, and the ability to mobilize them around the world to meet our growth needs, including the construction of new facilities and upgrades of existing infrastructure throughout the world.

Laws, regulations and customs, including legislation and customary practice in the United States and Canada, our main markets, may restrict our ability to attract, motivate and retain the required level of qualified personnel. Some countries and non-governmental organizations have recently expressed concerns about a perceived connection between offshore outsourcing and the loss of domestic jobs. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our manufacturing and technology professionals. Immigration laws in the countries we operate in are subject to legislative changes, as well as to variations in the standards of application and enforcement due to political forces and economic conditions. Changes in immigration laws to restrict outsourcing of services internationally by domestic corporations, limit the availability of certain work visas or increase visa fees in the key markets in which we operate may impact our ability to staff projects in a timely manner and negatively affect our profitability.

In addition to calls for changes to U.S. immigration laws regarding the admission of highly skilled temporary and permanent workers, legislation restricting outsourcing may be enacted at the federal and/or state level in the United States. Since a large part of our business centers around the United States, changes to U.S. immigration laws could make it more difficult to obtain the required nonimmigrant work authorizations for our employees that allow us to compete for and provide timely and cost-effective services to our clients in the United States, which in turn could adversely affect our revenues and operating profitability. Furthermore, our international expansion and our business in general may be materially adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes or projects involving personnel who are not citizens of the country where their work is to be performed. If we are not able to add and retain employees effectively, our ability to achieve our strategic objectives will be adversely affected, and our business and growth prospects will be harmed.

Risks Relating to the Company and Our Business

Our manufacturing processes are complex and involve biological intermediates that may be susceptible to contamination and variations in yield. Plasma and plasma derivative products are fragile, and improper handling of the plasma or plasma derivative products could adversely affect our operations.

Plasma is a raw material that is susceptible to damage and contamination and may contain human pathogens, any of which would render the plasma unsuitable for further manufacturing. Almost immediately after its collection from a donor, plasma is stored and transported at temperatures that are at or below -20 degrees Celsius (-4 degrees Fahrenheit). For instance, contamination or improper storage of plasma by us or third-party suppliers may require us to destroy some of our raw material. If unsuitable plasma is not identified and discarded prior to its release to our manufacturing processes, it may be necessary to discard intermediate or finished product made from that plasma or to recall any finished product released to the market, resulting in a charge to cost of goods sold. 11

Table of Contents Our failure, or the failure of third parties that supply, ship or distribute our plasma and plasma derivative products, to properly care for our plasma or plasma derivative products may require us to destroy some raw materials or products. If the volume of plasma or plasma derivative products damaged by such failures were to be significant, the loss of that plasma or those plasma derivative products could have a material adverse effect on our financial condition and results of operations.

The manufacture of our plasma products is an extremely complex process of fractionation (separating the plasma into component proteins), purification, filling and finishing. Our products can become non-releasable or otherwise fail to meet our specifications through a failure of one or more of our product testing, manufacturing, process controls and quality assurance processes. We may detect instances in which an unreleased product was produced without adherence to our manufacturing procedures or plasma used in our production process was not collected or stored in a compliant manner consistent with Current Good Manufacturing Practice (“cGMP”) regulations enforced by the U.S. Food and Drug Administration (“FDA”) and analogous regulatory authorities of other countries, or other similar regulations, which would likely result in our determination that the impacted products should not be released and therefore should be destroyed.

Once we have manufactured our plasma-derived products, they must be handled carefully and kept at appropriate temperatures. Our failure, or the failure of third parties that supply, ship or distribute our products, to properly care for our plasma-derived products may require that such products be destroyed.

While we expect to write off small amounts of work in process inventories in the ordinary course of business due to the complex nature of plasma, our processes and our products, unanticipated events may lead to write-offs and other costs materially in excess of our expectations. Such write-offs and other costs could cause material fluctuations in our profitability. Furthermore, contamination of our products could cause investors, consumers or other third parties with whom we conduct business to lose confidence in the reliability of our manufacturing procedures, which could adversely affect our sales and profits. In addition, faulty or contaminated products that are unknowingly distributed could result in patient harm, threaten the reputation of our products and expose us to product liability damages and claims.

Due to the nature of plasma, there will be variations in the biologic properties of the plasma we collect or purchase for fractionation that may result in fluctuations in the obtainable yield of desired fractions, even if cGMP regulations are followed. Lower yields may limit production of our plasma-derived products due to capacity constraints. If such batches of plasma with lower yields impact production for extended periods, it may reduce the total volume of product that we could market and increase our cost of goods sold, thereby reducing our profitability.

Our manufacture of intermediate immunoassay antigens and antibodies to screen human donated blood and blood products is also a complex biologic process, subject to substantial production risks. These processes typically involve an upstream or fermentation process and a downstream or purification process. Since in the upstream process we deal with living cells, we may face a contamination by undesired cells which would eventually translate into a low yield. Yields in general can also be greatly affected by the different nutrients compositions added to the reactors in this fermentation step. Likewise, during the purification step, we can face low yields due to poor resins composition, equipment failure or procedural mistakes.

Once our products are approved and marketed, we must continually monitor them for signs that their use may result in serious and unexpected side effects, which could jeopardize our reputation and our ability to continue marketing our products. We may also be required to conduct post-approval clinical trials as a condition to licensing a product.

As for all pharmaceutical products, the use of our products sometimes produces undesirable side effects or adverse reactions or events (collectively, “adverse events”). For the most part, these adverse events are known, are expected to occur at some frequency and are described in the products’ labeling. Known adverse events of a number of our products include allergic or anaphylactic reactions including shock and the transmission of infective agents. Further, the use of certain products sometimes produces additional adverse events, which are detailed below.

●	The use of albumin sometimes produces the following adverse events: hypervolemia, circulatory overload, pulmonary edema, hyperhydration and allergic manifestations including urticaria, chills, fever and changes in respiration, pulse and blood pressure.

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●	The use of blood clotting Factor IX sometimes produces the following adverse events: the induction of neutralizing antibodies; thromboembolism, including myocardial infarction; disseminated intravascular coagulation; venous thrombosis and pulmonary embolism; and, in the case of treatment for immune tolerance induction, nephrotic syndrome.
●	The use of the antihemophilic blood clotting Factor VIII sometimes produces the following adverse events: the induction of neutralizing antibodies, thromboembolic events and hemolytic anemia or hemolysis.
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●	The use of immunoglobulins sometimes produces the following adverse events: nausea, vomiting, asthenia, pyrexia, rigors, injection site reaction, allergic or anaphylactic reaction, aseptic meningitis, arthralgia, back pain, dizziness, headache, rash, pruritus, urticaria, hemolysis or hemolytic anemia, hyperproteinemia, increased serum viscosity and hyponatremia, thromboembolic reactions such as myocardial infarction, stroke, pulmonary embolism and deep vein thromboses, transfusion-related acute lung injury and renal dysfunction and acute renal failure.
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●	The use of anti-hepatitis B immunoglobulin sometimes produces the following adverse events: thromboembolic reactions such as myocardial infarction, stroke, pulmonary embolism and deep vein thromboses, aseptic meningitis, hemolytic anemia or hemolysis and acute renal failure.
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●	The use of Koate-DVI, which we license exclusively in the United States to Kedrion S.p.A, a corporation organized under the laws of Italy, sometimes produces the following adverse events: allergic reactions, tingling in the arm, ear and face, blurred vision, headache, nausea, stomach ache and a jittery feeling.
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●	The use of Prolastin, Prolastin-C, alpha-1 proteinase inhibitor, or A1PI, sometimes produces the following adverse events: dyspnea, tachycardia, rash, chest pain, chills, influenza-like symptoms, hypersensitivity, hypotension and hypertension.
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In addition, the use of our products may be associated with serious and unexpected adverse events, or with less serious reactions at a greater than expected frequency. This may be especially true when our products are used in critically ill patient populations. When these unexpected events are reported to us, we must undertake a thorough investigation to determine causality and implications for product safety. These events must also be specifically reported to the applicable regulatory authorities. If our evaluation concludes, or regulatory authorities perceive, that there is an unreasonable risk associated with the product, we would be obligated to withdraw the impacted lot(s) of that product. Furthermore, an unexpected adverse event caused by a new product may be recognized only after extensive use of the product, which could expose us to product liability risks, enforcement action by regulatory authorities and damage to our reputation.

Once we produce a product, physicians are responsible for prescribing and administering the product as we have directed and for the indications described on the labeling. It is not, however, unusual for physicians to prescribe our products for unapproved, or off-label, uses or in a manner that is inconsistent with our directions or the labeling. To the extent such off-label uses and departures from our administration directions become pervasive and produce results such as reduced efficacy or other adverse effects, the reputation of our products in the marketplace may suffer. 13

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Our ability to continue manufacturing and distributing our products depends on our continued adherence to cGMP regulations at our facilities.

The manufacturing processes for our products are governed by detailed written procedures and governmental regulations that set forth cGMP requirements for blood, blood products and other products. Our quality operations unit monitors compliance with these procedures and regulations, and the conformance of materials, manufacturing intermediates and final products to their specifications. Failure to adhere to established procedures or regulations, or to meet a specification, could require that a product or material be rejected and destroyed.

Our adherence to cGMP regulations and the effectiveness of our quality systems are periodically assessed through inspections of our facilities by the FDA, and analogous regulatory authorities of other countries. If deficiencies are noted during an inspection, we must take action to correct those deficiencies and to demonstrate to the regulatory authorities that our corrections have been effective. If serious deficiencies are noted or if we are unable to prevent recurrences, we may have to recall product or suspend operations until appropriate measures can be implemented. We are also required to report certain deviations from procedures to the FDA and analogous regulatory authorities of other countries, and even if we determine that the deviations were not material, such regulatory authorities could require us to take similar measures. Since cGMP reflects ever-evolving standards, we regularly need to update our manufacturing processes and procedures to comply with cGMP. These changes may cause us to incur costs without improving our profitability or the safety of our products. For example, more sensitive testing assays (if and when they become available) may be required or existing procedures or processes may require revalidation, all of which may be costly and time consuming and could delay or prevent the manufacturing of a product or launch of a new product. Further, changes in FDA policy, priorities, or resource allocation may affect our ongoing operations.

Changes in manufacturing processes, including a change in the location where the product is manufactured or a change of a third-party manufacturer, may require prior review and approval or revalidation by the FDA or other regulatory authorities of the manufacturing processes and procedures in accordance with cGMP regulations.

To validate our manufacturing processes and procedures following completion of our upgraded facilities, we must demonstrate that the processes and procedures at the upgraded facilities are comparable to those currently in place at our other facilities. To provide such a comparative analysis, both the existing processes and the processes that we expect to be implemented at our upgraded facilities must comply with the regulatory standards prevailing at the time that our expected upgrade is completed. In addition, regulatory requirements, including cGMP regulations, continually evolve. Failure to adjust our operations to conform to new or updated standards as established and interpreted by applicable regulatory authorities would create a compliance risk that could impair our ability to sustain normal operations.

Regulatory authorities, including the FDA and the European Medicines Office (“EMA”), routinely inspect our facilities to assess ongoing compliance with cGMP. If the FDA, the EMA or other regulatory authorities find our facilities to be out of compliance, our ongoing operations or plans to expand would be adversely affected.

A significant disruption in our supply of plasma, including as a result of macroeconomic conditions, pandemics or changes in immigration policies and enforcement could have a material adverse effect on our business and our growth plans.

The majority of our revenue depends on our access to U.S. source plasma (obtained through plasmapheresis), the principal raw material for our plasma derivative products. Our ability to increase revenue depends substantially on increased access to and availability of plasma. If we are unable to obtain sufficient quantities of source plasma, we may be unable to find an alternative cost-effective source of plasma and we would be limited in our ability to maintain current manufacturing levels of plasma derivative products. As a result, we could experience a substantial decrease in net revenue or profit margins, a loss of customers, a negative effect on our reputation as a reliable supplier of plasma derivative products or a substantial delay in our production growth plans.

Table of Contents Our current business plan envisages an increase in the production of plasma derivative products, which depends on our ability to maintain and/or increase plasma collections or improve product yield. The ability to maintain and/or increase plasma collections may be limited, our supply of plasma could be disrupted or the cost of plasma could increase substantially, as a result of numerous factors, including:

●	A reduction in the donor pool.
●	Regulators in most of the largest markets for plasma derivative products, including the United States, restrict the use of plasma collected from specific countries and regions in the manufacture of plasma derivative products. For example, the outbreak in the early 1990s of the variant Creutzfeldt-Jakob, or mad cow disease, resulted in a suspension by the United States of the use of plasma collected from certain persons based on travel, residence or transfusion in the United Kingdom and concern over the safety of blood products, which led to increased domestic and foreign regulatory control over the collection and testing of plasma and the disqualification of certain segments of the population from the donor pool, significantly reducing the potential donor pool. This suspension was only lifted in 2022. The appearance of new viral strains could further reduce the potential donor pool. In past years, the COVID-19 pandemic also adversely impacted our plasma collection volumes because of, among other things, mobility restrictions.
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●	Changes in macroeconomic conditions could impact the number of donors. For example, during the early 2020s in the United States, the implementation of government stimulus programs issued to households during the COVID-19 pandemic had the two-pronged effect of both reducing the financial incentive for individuals to donate plasma and hindering our ability to maintain proper levels of workforce in plasma collection centers. Other macroeconomic factors such as a significant decrease in both inflation and interest rates in the United States in the future could result in increased access to cheaper debt to individuals, reducing the financial incentive for them to donate plasma;
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●	Changes in certain immigration policies and enforcement could impair some of our supply of plasma. A significant portion of the plasma we collect in the United States comes from donors who cross the U.S.-Mexico border to donate at plasma collection centers located in border states, such as California, Texas and Arizona. Over the years, U.S. authorities have imposed or proposed various measures that have restricted and could in the future restrict cross-border travel, including changes to visa policies, travel bans, or increased enforcement actions at border checkpoints. Any new or existing restrictions or policy changes or any other issues that limit or prevent Mexican nationals or holders of valid United States visas from entering the United States for this purpose could materially impact our ability to collect sufficient plasma to meet production needs.
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●	Regulatory requirements. See “—Disruption of the operations of our plasma collection centers would cause us to become supply constrained and our financial performance would suffer.”
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●	Plasma supply sources. In recent years, there has been vertical integration in the industry as plasma derivatives manufacturers have been acquiring plasma collection centers. Any significant disruption in the supply of plasma or an increased demand for plasma may require us to obtain plasma from alternative sources, which may not be available on a timely basis.
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Disruption of the operations of our plasma collection centers would cause us to become supply-constrained and our financial performance would suffer.

In order for plasma to be used in the manufacturing of our products, the individual centers at which the plasma is collected must be licensed and approved by the regulatory authorities, such as the FDA and the EMA, of those countries in which we sell our products. When a new plasma collection center is opened, it must be inspected on an ongoing basis after its approval by the FDA, the EMA and other applicable regulatory authorities for compliance with cGMP and other regulatory requirements, and these regulatory requirements are subject to change. While we believe that our centers timely comply with evolving requirements, the compliance efforts necessary for evolving requirements may increase our costs. An unsatisfactory inspection could prevent a new center from being approved for operation or risk the suspension or revocation of an existing approval. 15

Table of Contents In order for a plasma collection center to maintain its governmental approval to operate, its operations must continue to conform to cGMP and other regulatory requirements. In the event that we determine a plasma collection center did not comply with cGMP and other regulatory requirements in collecting plasma, we may be unable to use and may ultimately destroy plasma collected from that center, which would be recorded as a charge to cost of goods. Additionally, if noncompliance in the plasma collection process is identified after the impacted plasma has been pooled with compliant plasma from other sources, entire plasma pools, in-process intermediate materials and final products could be impacted. Consequently, we could experience significant inventory impairment provisions and write-offs.

We plan to continue to obtain our supplies of plasma for use in our manufacturing processes through collections at our plasma collection centers and through selective acquisitions or remodeling and relocations of existing centers. This strategy is dependent upon our ability to successfully integrate new centers, to obtain FDA and other necessary approvals for any centers not yet approved by the FDA or other regulatory authorities, to maintain a cGMP compliant environment in all centers and to attract donors to our centers.

Our ability to increase and improve the efficiency of production at our plasma collection centers may be affected by: (i) changes in the economic environment and population in selected regions where we operate plasma collection centers; (ii) the entry of competitive centers into regions where we operate; (iii) our misjudging the demographic potential of individual regions where we expect to increase production and attract new donors; (iv) unexpected facility related challenges; (v) unexpected management challenges at select plasma collection centers; (vi) adverse events at our centers; or (vii) unforeseen governmental changes to policies limiting the donor population or imposing regulations that make plasma donations onerous and restrictive.

A significant portion of our net revenue has historically been derived from sales of our immunoglobulin products and we expect that they will continue to comprise a significant portion of our sales. Any adverse market event with respect to these products could have a material adverse effect on us.

We have historically derived a significant portion of our net revenue from our immunoglobulin products. In 2025 and 2024, our immunoglobulin products accounted for approximately 54.3% and 50.8% of our net revenue, respectively. If any of these products were to lose significant sales or were substantially or completely displaced in the market, we would lose a significant and material source of our net revenue. Similarly, if either Flebogamma, Gamunex-C/Gamunex, Xembify or Prolastin were to become the subject of litigation or an adverse governmental ruling requiring us to cease sales of it, our business could be adversely affected. Although we do not currently anticipate any significant decrease in the sales of any of these products, a significant decrease could result from plasma procurement and manufacturing issues resulting in lower product availability for sales and changing market conditions.

We face significant competition, including from companies with greater financial resources.

We face significant competition. Each of Takeda, CSL Behring, Kedrion Biopharma, Octapharma Plasma and Bio Products Laboratory Ltd. now has a 10% liquid IVIG product in the United States. Both Octapharma and Bio Products Laboratory also have 5% liquid IVIG products. GC Biopharma introduced its 10% IVIG product, Alyglo^TM^, to the U.S. market in 2024 and Argenx obtained FDA approval in 2021 for VYVGART (IV) and in 2024 for VYVGART Hytrulo (subcutaneous), a non-plasma derived product that would treat patients with chronic inflammatory demyelinating polyneuropathy (“CIDP”). Such products are direct competitors to some of our main products, Flebogamma, Gamunex-C/Gamunex or Xembify. As competition has increased, some of our competitors have discounted the price of immunoglobulin products as many customers have become increasingly price sensitive. If customers demand lower-priced products, we may lose sales or be forced to lower our prices.

In the therapeutic area of pulmonology, specifically alpha-1-antitrypsin augmentation therapy (“AAT”), we face competition from other companies such as Mereo Biopharma and AATec Medical in researching and developing novel oral and inhaled recombinant AAT therapies, respectively. In addition, gene therapies focusing on alpha-1 are potentially in development. We expect increased competition will come from Sanofi due to its acquisition from Inhibrx of all the assets and liabilities associated with INBRX-101, an optimized recombinant AAT augmentation therapy. In the area of alpha1-proteinase inhibitor deficiency, CSL’s Respreeza/Zemaira and Takeda’s Aralast (lyo)/Glassia (liquid) are competing with our Prolastin product. Our current and future competitors may increase their sales, lower their prices, change their distribution model or improve their products, causing harm to our product sales and market share. Also, if the attrition rate of our A1PI patient base accelerates faster than we have forecasted, we would have fewer patients and lower sales volume. 16

Table of Contents Our competitors may also develop other new treatments, such as small molecules, recombinant products, inhaled products, gene therapies, or other novel therapies for indications for which our products are currently used. Recombinant Factor VIII and Factor IX products, which are currently available and widely used in the United States and Europe, compete with our plasma-derived product in the treatment of hemophilia A and B and are perceived by many to have lower risks of disease transmission. Additional recombinant products and new small molecules, some with extended half-lives, compete with and reduce the demand for our products. Genetech’s Hemlibra, a non-plasma product to control bleeding in patients with hemophilia A, is another competitor in the hemophilia market. The use of Hemlibra is a significant competitive risk for the use of plasma derived and recombinant Factor VIII. Additionally, numerous novel gene therapies have been approved and more are under development for the treatment of hemophilia which may further compete with our existing plasma derived therapies.

Furthermore, while we are investigating additional indications for the use of albumin, these new possibilities are countered by the fact that there are alternatives from competitors for albumin use in the main application we apply it, as a plasma volume expander. In addition to competition from other plasma-derived product manufacturers, there are several companies developing recombinant human albumin, primarily focusing on China, the largest albumin market, and also planning geographic expansion into certain countries in the Asia-Pacific region and the Middle East. Recombinant albumin products could primarily affect markets such as China and India in the short term due to their potentially unlimited supply, lower prices and shorter manufacturing times compared to plasma-derived albumin. Currently, there are five companies developing recombinant human albumin, three based in China and two based in India.

Healthgen, a Chinese company, developed the first recombinant human albumin product which was approved in July 2025 and is derived from rice. This product received approval only for the treatment of liver Cirrhosis with hypoalbuminemia (less than or equal to 30 g/L), which is not a harmonized indication comparable to those approved for plasma derived albumin products. Anrate and Proetgen are considered among the more promising recombinant albumin developers, as their products are based on yeast. Anrate is expected to submit a new drug application in the second or third quarter of 2026. Both Healthgen and Anrate have completed Phase III clinical trials and reported efficacy and safety; however, long term safety data for recombinant albumin products still needs to be proven. Recombinant technology may also provide manufacturing advantages, including shorter production timelines compared to the several months typically required for plasma derived albumin production, particularly for yeast based platforms. The Indian recombinant albumin developers are currently expected to obtain regulatory approvals beyond 2027.

We are only one of a number of companies that produce an alpha-1 anti-trypsin for the treatment of patients with hereditary emphysema and our competitors continually develop new products including inhaled, gene therapy, recombinant or other new various methods of administration for this therapy. Additionally, new treatments such as gene therapy, inhaled and recombinant products are in development by other companies and, regardless of the uncertainties surrounding the potential safety and efficacy of such new treatments, they increase our level of competition.

The introduction of products approved for alternative routes of administration, including subcutaneous, may also adversely affect sales of our products. For example, CSL Behring and Takeda introduced preparations of human immunoglobin at a 20% concentration for the treatment of people who need antibody replacement and Takeda has an immune globulin with a recombinant human hyaluronidase indicated for the treatment of primary immunodeficiency (“Pl”) in adults. Although we have FDA approval for similar concentrations and routes of administration, the level of competition remains significant and trending up as other players continue developing their operations in this expanding area of therapy.

Other companies are developing different therapies for the treatment of autoimmune diseases and other disorders that are currently treated with our immunoglobulins. If an increased use of alternative products for Factor VIII, Factor IX, albumin, alpha-1 or immunoglobulins makes it uneconomical to produce our plasma-derived products, or if further technological advances improve these products or create other competitive alternatives to our plasma derivative products, our financial condition and results of operations could be materially adversely affected. We expect in the future to face greater competition from biosimilar products which could further adversely affect our financial performance. 17

Table of Contents We do not currently sell therapeutic recombinant products. We have additional versions of A1PI in our pipeline, but we cannot be certain that any of these products will be approved or sold in the future. Additionally, we are developing other potential innovations in the area of immunoglobulins. For example, our subsidiary GigaGen utilizes a proprietary, single-cell platform to discover and develop recombinant polyclonal and monoclonal antibody therapies to treat life-threatening diseases, with a number of initiatives currently under pre-clinical and clinical development. However, we cannot be certain that we will succeed in developing these products for licensed commercial use. As a result, our product offerings may remain plasma-derived in the near term, even if our competitors offer competing recombinant products.

In addition, some of our competitors have significantly greater financial resources than us. As a result, they may be able to devote more funds to research and development and new production technologies, as well as to the promotion of their products and business. These competitors may also be able to sustain for longer periods a deliberate substantial reduction in the price of their products or services. The development by a competitor of a similar or superior product or increased pricing competition may result in a reduction in our net revenue or a decrease in our profit margins.

Technological changes in the production of our products may require substantial investments in innovation, digital transformation and new technologies, which could render our production process uneconomical and diminish our competitiveness in the industries in which we operate.

The production of our plasma derivative, diagnostic and bio supplies products is characterized by factors such as rapid technological change, medical advances, changing consumer requirements, short device lifecycles, changing regulatory requirements and evolving industry standards. Technological advances have accelerated changes in recent years and future technological developments and medical advances could render our production processes uneconomical. Our success may depend on our ability to enhance our current technology, including through the use of artificial intelligence tools, and develop or acquire new technologies to keep pace with technological developments and evolving industry standards, while responding to changes in customer needs. Such innovation efforts may require us to invest substantial amounts of capital to upgrade our facilities and develop our products at competitive prices.

Additional investments in new technologies, processes, and business models expose us to certain risks and challenges, such as inconsistencies with the company’s strategy, talent resources and geographical constraints, financial resource limitations, and adaptation to external factors out of our control. These risks and challenges have the potential to undermine achieving the full benefits of digital transformation and diminish the company’s competitiveness within the industry in which we operate.

We utilize artificial intelligence, which could expose us to liability or adversely affect our business.

We have built and integrated, and may in the future build, integrate and utilize, artificial intelligence (“AI”) tools in connection with our business, products and services, including AI designed to reduce energy consumption in cooling plants and to enhance the production performance of IVIG. However, there are significant risks involved in utilizing AI and no assurance can be provided that our use will enhance our products or services or produce the intended results. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias or contain other errors or inadequacies, any of which may not be easily detectable, which could impair the acceptance of AI solutions, including those incorporated into our products and services. If the AI solutions that we create or use are deficient, inaccurate, controversial, highly regulated, or impermissible, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. Further, there can be no assurance that our use of AI will be successful in increasing our operational efficiencies or otherwise result in our intended outcomes. 18

Table of Contents The use of certain artificial intelligence technology can give rise to intellectual property risks, including compromises to proprietary intellectual property and intellectual property infringement. Additionally, we expect to see increasing government, international, and supranational regulation related to artificial intelligence use and ethics, which may also significantly increase the burden and cost of research, development and compliance in this area. For example, the European Union’s Artificial Intelligence Act enacted in 2024 (the “AI Act”) — the world’s first comprehensive AI law — imposes significant obligations on providers and deployers of high-risk artificial intelligence systems and encourages providers and deployers of artificial intelligence systems to account for ethical principles in their development and use of these systems. If we develop or use AI systems that are governed by the AI Act, it may necessitate ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific and potentially burdensome and costly ethical, accountability, and administrative requirements. The rapid evolution of artificial intelligence will require the application of significant resources to design, develop, test and maintain our products and services to help ensure that artificial intelligence is implemented in accordance with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. Our vendors may in turn incorporate artificial intelligence tools into their own offerings, and the providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to conduct cyberattacks and to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our business.

The discovery of new pathogens could slow our growth and adversely affect profit margins.

The possible appearance of new pathogens could trigger the need for changes in our existing inactivation and production methods, including the administration of new detection tests. Such a development could result in delays in production until the new methods are in place, as well as increased costs that may not be readily passed on to our customers.

Product liability claims or product recalls and/or voluntary withdrawals involving our products or products we distribute could have a material adverse effect on our business.

Our business exposes us to the risk of product liability claims. We face an inherent risk of product liability exposure related to the testing of our product candidates in human clinical trials and an even greater risk when we commercially sell any products. If we cannot successfully defend ourselves against claims that our product candidates or products caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in any or all of the following:

●	decreased demand for our products and any product candidates that we may develop;
●	injury to our reputation;
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●	withdrawal of clinical trial participants;
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●	costs to defend the related litigation;
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●	substantial monetary awards to trial participants or patients;
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●	loss of revenue; and
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●	the inability to commercialize any products that we may develop.
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Like many plasma fractionators, we have been, and may in the future be, involved in product liability or related claims relating to our products, including claims alleging the transmission of disease through the use of such products. Plasma is a biological matter that is known to be capable of transmitting viruses and pathogens, whether known or unknown. Therefore, our plasma and plasma derivative products, if donors are not properly screened or if the plasma is not properly collected, tested, inactivated, processed, stored and transported, could cause serious disease and possibly death to the patient. Any transmission of disease through the use of one of our products or third-party products sold by us could result in claims by persons allegedly infected by such products. 19

Table of Contents Our potential product liability also extends to our Diagnostic business unit and Healthcare Solutions (as defined herein) products. In addition, we sell and distribute third-party products, and the laws of the jurisdictions where we sell or distribute such products could also expose us to product liability claims for those products. Furthermore, the presence of a defect in a product could require us to carry out a recall of such product.

A product liability claim, or a product recall and/or a voluntary withdrawal of products could result in substantial financial losses, negative reputational repercussions and an inability to retain customers. Although we have a program of insurance policies designed to protect us and our subsidiaries from product liability claims, and we self-insure a portion of this risk, claims made against our insurance policies could exceed our limits of coverage. We intend to expand our insurance coverage as our sales grow. However, as product liability insurance is expensive and can be difficult to obtain, a product liability claim could decrease our access to product liability insurance on acceptable terms. In turn, we may not be able to maintain insurance coverage at a reasonable cost and may not be able to obtain insurance coverage that will be adequate to satisfy any liability that may arise. Although we have not experienced a material liability claim, we cannot assure you that we will not experience one in the future.

Our ability to continue to produce safe and effective plasma derivative products depends on a plasma supply free of transmittable diseases.

Despite overlapping safeguards, including the screening of donors and other steps to remove or inactivate viruses and other infectious disease-causing agents, the risk of transmissible disease through plasma-derived products cannot be entirely eliminated. If a new infectious disease was to emerge in the human population in the future, the regulatory and public health authorities could impose precautions to limit the transmission of the disease that would impair our ability to procure plasma, manufacture our products or both. Such precautionary measures could be taken before there is conclusive medical or scientific evidence that a disease poses a risk for plasma-derived products.

In recent years, new testing and viral inactivation methods have been developed that more effectively detect and inactivate infectious viruses in collected plasma. There can be no assurance, however, that such new testing and inactivation methods will adequately screen for, and inactivate, infectious agents in the plasma used in the production of our products.

Ineffective IT governance, as well as a lack of related compliance, operational safeguards, and implementation of appropriate cybersecurity measures poses significant risks in today’s data-driven world, including data breaches, regulatory non-compliance, operational inefficiencies, financial losses and hindered innovation.

We are highly dependent on IT processes, which may make ineffective governance a material risk. Ineffective IT practices can result in data breaches, which can be impactful on us by way of breaching contractual requirements, violating certain applicable laws, and exposing us to financial and reputational damage. In addition, ineffective IT governance can result in us failing to comply with certain regulatory requirements in this area that can lead to legal penalties and loss of trust among stakeholders. Lastly, we can be exposed to certain operational inefficiencies by not having strong IT governance practices leading to increased costs and reduced productivity, disruptions in business processes and the need for remediation efforts. See Item 16K of Part II, “Cybersecurity,” for additional details.

In addition, in 2025 we began transitioning our main enterprise resource planning system to S/4HANA, a SAP platform, to streamline our operations. We have heavily invested in this transition, and any disruptions, data loss or systems failures resulting from the transition could negatively impact or business and financial results.

Our future success depends on our ability to retain members of our senior management and to attract, retain and motivate qualified personnel.

We are highly dependent on the principal members of our executive and scientific teams. The loss of the services of any of these persons might impede the achievement of our research, development, operational and commercialization objectives. In particular, we believe the loss of any member of our senior management team could significantly and negatively impact our business. For details regarding the members of senior management, see Item 6 of this Part I, “Directors, Senior Management and Employees—A. Directors and Senior Management—Senior Management.” We do not maintain “key person” insurance on any of our senior management. 20

Table of Contents Recruiting and retaining qualified operations, finance and accounting, scientific, clinical and sales and marketing personnel will be critical to our success. We may not be able to attract and retain these personnel on acceptable terms, given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. If we are unable to attract, retain and motivate qualified and experienced personnel, we could lose customers and suffer reduced profitability. Even if we are successful in attracting and retaining such personnel, competition for such employees may significantly increase our compensation costs and adversely affect our financial condition and results of operations.

cGMP regulations also require that the personnel we employ and hold responsible for product manufacturing, including, for example, the collection, processing, testing, storage or distribution of blood or blood components, be adequate in number, educational background, training (including professional training as necessary) and experience, or a combination thereof, and have capabilities commensurate with their assigned functions, a thorough understanding of the procedures or control operations they perform, the necessary training or experience and adequate information concerning the application of relevant cGMP requirements to their individual responsibilities. Our failure to attract, retain and motivate qualified personnel may result in a regulatory violation, affect product quality, require the recall or market withdrawal of affected product or result in a suspension or termination of our license to market our products, or any combination thereof.

Our business requires substantial capital to operate and grow and to achieve our strategy of realizing increased operating leverage, including the completion of several large capital projects.

We have implemented several large capital projects to expand and improve the capacity and structure of our facilities and to improve the structure of our plasma collection centers in the United States. These projects may run over budget or be delayed. We cannot be certain that these projects will be completed in a timely manner or that we will maintain our compliance with cGMP regulations, and we may need to spend additional amounts to achieve compliance. Additionally, by the time these multi-year projects are completed, market conditions may differ significantly from our assumptions regarding the number of competitors, customer demand, alternative therapies, reimbursement and public policy, and as a result, capital returns might not be realized.

We also plan to continue to spend substantial sums on research and development, to obtain the approval of the FDA, and other regulatory authorities, for new indications for existing products, to develop new product delivery mechanisms for existing products and to develop innovative product additions. We face a number of obstacles to successfully converting these efforts into profitable products, including, but not limited to, the successful development of an experimental product for use in clinical trials, the design of clinical study protocols acceptable to the FDA and other regulatory authorities, the successful outcome of clinical trials, our ability to scale our manufacturing processes to produce commercial quantities or successfully transition technology, the approval of the FDA and other regulatory authorities of our products and our ability to successfully market an approved product or new indication.

For example, when a new product is approved, the FDA or other regulatory authorities may require post-approval clinical trials, sometimes called Phase IV clinical trials. If the results of such trials are unfavorable, this could result in the loss of the license to market the product, with a resulting loss of sales.

We continually make capital expenditures for the maintenance and enhancement of our facilities. The amount and timing of future capital spending is dependent upon a number of factors, including market conditions, regulatory requirements and the extent and timing of particular projects, among other things. Our ability to grow our business is dependent upon the timely completion of these projects and obtaining the requisite regulatory approvals.

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We may not be able to develop some of our international operations successfully.

We currently conduct sales in over 100 countries. The successful operation of such geographically dispersed resources requires considerable management and financial resources. In particular, we must bridge our business culture to the business culture of each country in which we operate. In addition, international operations and the provision of services in foreign markets are subject to additional risks, such as changing market conditions, currency exchange rate fluctuations, trade wars and barriers, including the imposition of tariffs by the United States or other countries, including China and/or countries in the E.U., on imported goods, exchange controls, regulatory changes, changes to tax regimes (including proposed changes to U.S. tax laws by the Trump administration and the U.S. Congress), foreign investment limitations, civil disturbances, armed conflict and emerging pandemics, as well as changes in global immigration policies that can hinder our ability to obtain visas to work in various countries. Furthermore, if an area in which we have significant operations or an area into which we are looking to expand suffers an economic recession or currency devaluation, our net revenues and accounts receivable collections in that region will likely decline substantially or we may not be able to successfully expand or operate in that region.

Uncertainties regarding the general regulatory and legal environment, particularly in China, could adversely affect our business.

Our international operations are governed by local laws and regulations applicable to foreign investments and foreign-owned enterprises. Our business could be adversely affected by the interpretation and enforcement of and changes in these laws and regulations. These laws and regulations often lack transparency, can be difficult to interpret and may be enforced inconsistently. A significant portion of our revenues is derived from our operations in China. China has not developed integrated legal systems that cover all aspects of our activities. The Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. Because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations are uncertain. In addition, the Chinese legal system is based in part on government policies and internal rules that may have retroactive effect and, in some cases, are not published at all. As a result, we may not be aware of any alleged violation of these policies and rules until after the alleged violation has occurred. Any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Moreover, the United States and China have had significant disagreements over monetary, economic, political, environmental and social issues at various times during recent years. Changes in political conditions and China-U.S. relations are difficult to predict and could adversely affect our business.

We are susceptible to interest rate variations.

We use issuances of debt and bank borrowings as a source of funding. At December 31, 2025, we had $2.1 billion and €5.7 billion of senior interest-bearing debt outstanding. Of such amounts, 27.0% bore interest at variable rates, at a spread over the Secured Overnight Funding Rate (“SOFR”), for our U.S. dollar denominated debt and at a spread over the Euro Interbank Offered Rate (“EURIBOR”), for our euro denominated debt. Any increase in interest rates payable by us, which could be adversely affected by, among other things, our inability to meet certain financial ratios, would increase our interest expense and reduce our cash flow, which could materially adversely affect our financial condition and results of operations. See Item 11 of this Part I, “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

Our results of operations and financial condition may be affected by adverse changes in foreign currency exchange rates, especially a significant shift in the value of the euro as compared to the U.S. dollar.

A significant portion of our business is conducted in currencies other than our reporting currency, the euro. In 2025, €4.8 billion, or 64.0%, of our net revenue of €7.5 billion was denominated in U.S. dollars. We are also exposed to currency fluctuations with respect to other currencies, such as the British pound, the Brazilian real, the Canadian dollar and the Argentine, Mexican and Chilean pesos. Currency fluctuations among the euro, the U.S. dollar and the other currencies in which we do business result in foreign currency translation gains or losses that could be significant.

We are also exposed to risk based on the payment of U.S. dollar denominated indebtedness. At December 31, 2025, we had approximately $2.1 billion of U.S. dollar denominated senior debt outstanding. See Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” and Item 11 of this Part I, “Quantitative and Qualitative Disclosures About Market Risk—Currency Risk.” 22

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If our main facilities were to suffer a crippling accident, or if a force majeure event materially affected our ability to operate and produce saleable products, a substantial part of our manufacturing capacity could be shut down for an extended period.

A substantial portion of our revenue is derived from plasma fractionation or products manufactured at our main facilities, including the facilities located in San Diego, Clayton, Emeryville, Los Angeles and Parets. In addition, a substantial portion of our plasma supply is stored at facilities in City of Industry, California, as well as at our Clayton and Parets facilities. If any of our main facilities, including the ones mentioned above, were to be impacted by an accident or a force majeure event such as an earthquake, major fire, storm or explosion, major equipment failure or power failure lasting beyond the capabilities of our backup generators, our revenue would be materially adversely affected. In this situation, our manufacturing capacity could be shut down for an extended period and we could experience a loss of raw materials, work-in-process or finished goods inventory. In addition, extreme weather conditions may become more severe and frequent as the temperature rises due to the effects of climate change, and such extreme weather conditions could heighten the risks and uncertainties noted above.

Other force majeure events such as terrorist acts, armed conflicts, influenza pandemic or similar events could also impede our ability to operate our business. In addition, in the event of the reconstruction of our Clayton, Los Angeles or Parets facilities or our plasma storage facilities, gaining the regulatory approval for such new facilities and the replenishment of raw material plasma could be time consuming. During this period, we would be unable to manufacture all of our products at other plants due to the need for FDA and foreign regulatory authority inspection and certification of such facilities and processes.

Our property damage and business interruption insurance may be insufficient to mitigate the losses from any such accident or force majeure event. We may also be unable to recover the value of the lost plasma or work-in-process inventories, as well as the sales opportunities from the products we would be unable to produce.

If we experience equipment difficulties or if the suppliers of our equipment or disposable goods fail to deliver key product components or supplies in a timely manner, our manufacturing ability would be impaired and our product sales could suffer.

We depend on a limited number of companies that supply and maintain our equipment and provide supplies such as chromatography resins, filter media, glass and stoppers used in the manufacture of our products. If our equipment should malfunction, the repair or replacement of the machinery may require substantial time and cost, which could disrupt our production and other operations. Our plasma collection centers rely on disposable goods supplied by third parties and information technology systems hosted by third parties. Our plasma collection centers cannot operate without an uninterrupted supply of these disposable goods and the operation of these systems. Alternative sources for key component parts or disposable goods may not be immediately available. And while we have experienced periodic outages of these systems, a material outage would affect our ability to operate our collection centers.

Any new equipment or change in supplied materials may require revalidation by us or review and approval by the FDA or other regulatory authorities, including the EMA, which may be time-consuming and require additional capital and other resources. We may not be able to find an adequate alternative supplier in a reasonable time period, or on commercially acceptable terms, if at all. As a result, shipments of affected products may be limited or delayed. Our inability to obtain our key source supplies for the collection of plasma and manufacture of products may require us to delay shipments of products, harm customer relationships and force us to curtail operations.

If our shipping or distribution channels were to become inaccessible due to a crippling accident, a pandemic, an act of terrorism, a strike, earthquake, major fire, armed conflict or storm, or any other force majeure event, our supply, production and distribution processes could be disrupted.

Not all shipping or distribution channels are equipped to transport plasma. If any of our shipping or distribution channels becomes inaccessible due to a crippling accident, a pandemic, an act of terrorism, a strike, earthquake, major fire, armed conflict or storm or any other force majeure event, we may experience disruptions in our continued supply of plasma and other raw materials, delays in our production process or a reduction in our ability to distribute our products directly to our customers. 23

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We rely in large part on third parties for the sale, distribution and delivery of our products.

We regularly enter into distribution, supply and fulfillment contracts with group purchasing organizations (“GPOs”), home care companies, alternate infusion sites, hospital groups, distributors and others. We are highly dependent on these agreements for the successful sale, distribution and delivery of our products. For example, in the United States, we rely principally on GPOs and on our distributors to sell our immunoglobulin products. If such parties breach, terminate or otherwise fail to perform under these contracts, our ability to effectively distribute our products could be impaired and our business may be materially and adversely affected. In addition, through circumstances beyond our control, such as general economic decline, market saturation or increased competition, we may be unable to successfully renegotiate our contracts or secure terms which are as favorable to us. Furthermore, we rely in certain countries on distributors for sales of our products. Disagreements or difficulties with our distributors supporting our export business could result in a loss of sales.

We rely on the services of third parties for the manufacture of certain products.

We have rights of sale and distribution for several different products, including Tavlesse in the European market. However, for many of these products we rely upon supply from third parties. To the extent such third parties are unable to properly and timely manufacture and deliver the necessary products and services in Europe, our business could be materially affected.

We may not be able to commercialize products in development.

Before obtaining regulatory approval for the sale of our product candidates or for the marketing of existing products for new indicated uses, we must conduct, at our own expense, extensive preclinical tests to demonstrate the safety of our product candidates in animals and clinical trials to demonstrate the safety and efficacy of our product candidates in humans. Preclinical and clinical testing is expensive, is difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of our clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during, or as a result of, preclinical testing and the clinical trial process that could delay or prevent our ability to receive regulatory approval or commercialize our product candidates, including, without limitation, the following:

●	regulators or institutional review boards (“IRBs”) may not authorize us to commence a clinical trial or conduct a clinical trial within a country or at a prospective trial site;
●	the regulatory requirements for product approvals may not be explicit, may evolve over time and may diverge by jurisdiction;
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●	our preclinical tests or clinical trials may produce negative or inconclusive results, and we may decide, or we may be required by regulators, to conduct additional preclinical testing or clinical trials or to abandon projects that we had expected to be promising;
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●	the number of patients required for our clinical trials may be larger than we anticipate, enrollment in our clinical trials may be slower than we anticipate or participants may withdraw from our clinical trials at higher rates than we anticipate, any of which would result in significant delays;
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●	our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner;
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●	we may be forced to suspend or terminate our clinical trials if the participants are being exposed to unacceptable health risks or if any participant experiences an unexpected serious adverse event;
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●	regulators or IRBs may require that we hold, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;
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●	undetected or concealed fraudulent activity by a clinical researcher, if discovered, could preclude the submission of clinical data prepared by that researcher, lead to the suspension or substantive scientific review of one or more of our marketing applications by regulatory authorities and result in the recall of any approved product distributed pursuant to data determined to be fraudulent;
●	the cost of our clinical trials may be greater than we anticipate;
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●	the supply or quality of our product candidates or other materials necessary to conduct our clinical trials may be insufficient or inadequate, as we currently do not have any agreements with third-party manufacturers for the long-term commercial supply of any of our product candidates;
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●	an audit of preclinical or clinical studies by the FDA or other regulatory authorities may reveal noncompliance with applicable regulations, which could lead to disqualification of the results, potential financial and reputational harm, and the need to perform additional studies;
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●	the effects of our product candidates may not achieve the desired clinical benefits or may cause undesirable side effects, or the product candidates may have other unexpected characteristics;
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●	regulatory authorities may refuse to accept or review our marketing applications if they determine that the applications are not sufficiently complete, or may issue complete response letters requiring additional information;
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●	the timing of regulatory review of our marketing applications may be delayed by changes in policies, priorities, funding, staffing levels, or resource allocation of the FDA or other regulatory authorities; and
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●	our clinical trials, or the ability of regulatory authorities to review the results of our clinical trials, may be delayed as a result of future pandemics with a similar impact to the COVID-19 pandemic.
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If we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete our clinical trials or other testing, if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, we may be delayed in or unable to obtain marketing approval or reimbursement for our product candidates, or be unable to obtain approval for indications that are not as broad as intended or have the product removed from the market after obtaining marketing approval.

Our product development costs will also increase if we experience delays in testing or approvals. We do not know whether any preclinical tests or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, if at all. Significant preclinical or clinical trial delays could also shorten the patent protection period during which we may have the exclusive right to commercialize our product candidates or could allow our competitors to bring products to market before we do, impairing our ability to commercialize our products or product candidates.

Even if preclinical trials are successful, we still may be unable to commercialize a product due to difficulties in obtaining regulatory approval for its engineering process or problems in scaling that process to commercial production. Additionally, if produced, a product may not achieve an adequate level of market acceptance by physicians, patients, healthcare payors and others in the medical community to be profitable. The degree of market acceptance of our product candidates, if approved for commercial sale, will depend on a number of factors, some of which are beyond our control, including the following:

●	the prevalence and severity of any side effect;
●	the efficacy and potential advantages over alternative treatments;
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●	the ability to offer our product candidates for sale at competitive prices;
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●	relative convenience and ease of administration;
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●	the willingness of physicians to prescribe new therapies and of the target patient population to try such therapies;
●	the strength of marketing and distribution support; and
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●	sufficient third-party coverage or reimbursement.
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Therefore, we cannot guarantee that any products we may seek to develop will ever be successfully commercialized, and to the extent they are not successfully commercialized, such products could involve significant expense with no corresponding revenue.

Complex and evolving U.S. and international laws and regulations regarding privacy and data security and increased risk of cybersecurity incidents to our information technology systems could result in increased costs of operations and a significant disruption to our business.

Our operations are highly dependent on our information technology systems, including internet-based systems, which may be vulnerable to breakdown, cybersecurity incidents, wrongful intrusions, data breaches, malware, ransomware, and malicious attack. In addition, information security risks have generally increased in recent years, increasing our systems’ potential vulnerability, such as to data security breaches or cyber-attack, whether by employees or others, which may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, customers, plasma donors and others. Data security breaches may also adversely impact the conduct of scientific research and clinical trials, including the submission of research results to support marketing authorizations.

Additionally, our information technology systems utilize certain third-party service organizations that manage sensitive data, such as personal medical information regarding plasma donors, and our business may be adversely affected if these third-party service organizations are subject to data security breaches. We may continue to incur significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

In addition to the E.U.’s General Data Protection Regulation (“GDPR”), which entered into force in 2016, the California Consumer Protection Act (“CCPA”), effective as of January 1, 2020, and the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”), federal, state and foreign governments continue to adopt new, or modify existing laws and regulations addressing data privacy and the collection, processing, storage, transfer and use of data.

In the United States, an increasing number of federal, state, and local privacy, data security and breach notification laws have been enacted, and additional legislation has been proposed. As of January 1, 2026, comprehensive privacy laws are in effect in 20 states, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. Certain states have also enacted or are considering laws that impose stricter requirements on the processing of health-related data. While Congress is considering legislation that may preempt some or all of such U.S. state privacy laws, such legislation may also provide a more expansive private right of action for privacy claims than exists under current state laws.

Our use of personal information in connection with data analytics and emerging technologies, including artificial intelligence, may be subject to additional privacy constraints. Regulators in multiple jurisdictions have implemented or are considering new privacy and AI-specific legal frameworks, and any failure or perceived failure by us to comply with such requirements could lead to regulatory investigations, enforcement actions, fines, or restrictions on data use. We may also face enforcement risk where our partners, vendors, or service providers leverage AI in ways that involve personal data, even if we do not control the underlying technology.

In our efforts to comply with these laws and regulations, we have made and continue to make certain operational changes to our business practices. Other governmental authorities throughout the United States and around the world are considering similar types of legislative and regulatory proposals concerning data protection. These privacy, security and data protection laws and regulations could impose increased business operational costs, require changes to our business, require notification to customers or workers of a security breach, or restrict our use or storage of personal information. 26

Table of Contents For example, health information laws and regulations, such as regulations under HIPAA and potential revisions thereto, include requirements to implement various recordkeeping, operational, notice and other practices intended to safeguard that information, limit its use to allowed purposes and notify affected individuals in the event of privacy and security breaches, establish standards regarding electronic health data transmissions and set rules for specific electronic transactions, such as transactions involving claims submissions to third party payers. Failure to comply with HIPAA and similar state laws currently in effect or enacted in the future could expose us to breach of contract claims, substantial fines, penalties and other liabilities and expenses, costs for remediation and harm to our reputation.

The European Parliament and the Council of the European Union adopted the GDPR, which increased privacy rights for individuals in Europe, extended the scope of responsibilities for data controllers and data processors and imposed increased requirements and potential penalties on companies offering goods or services to individuals who are located in Europe or monitoring the behavior of such individuals (including by companies based outside of Europe). Noncompliance can result in penalties of up to the greater of €20 million, or 4.0% of global company revenues. In addition, the Network and Information Security Directive (NIS2) was approved by the Council of the European Union. While some member states have yet to transpose the NIS2 into law (despite the October 2024 deadline), once effective in each E.U. member state the NIS2 imposes enhanced cybersecurity risk management and incident reporting obligations on certain entities, including those operating in healthcare and life sciences sectors. To the extent entities in our Group are or become subject to NIS2, compliance with these requirements may increase our operational and compliance costs and expose us to additional regulatory scrutiny and potential fines in case of noncompliance.

Moreover, data sovereignty regulations increasingly restrict cross-border data flows critical to our activities. Accelerating geopolitical tensions have transformed data sovereignty from focusing primarily on privacy concerns to focusing on national security imperatives, as evidenced by the U.S. Data Security Program (DSP). Our early-stage pipeline development, M&A activities, digital transformation initiatives, AI scaling ambitions, and end-to-end supply chain all depend on cross-border data flows now subject to increasing restrictions. For example, the recent U.S. Executive Order on Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern prohibits or restricts specific types of commercial transactions involving “bulk sensitive personal data,” to “countries of concern,” including China. Such rules and regulations could have a material adverse impact on our business, results of operations or financial condition, including due to our diverse portfolio, our extensive research activities, the fragmented digital landscape with which we are forced to comply, our extensive third-party relationships, and our global supply chain.

Our efforts to implement programs and controls that comply with the GDPR, HIPAA, the multitude of general and sector- or data-specific U.S. state privacy laws, NIS2, data sovereignty and other data protection requirements are likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.

Cyber-attacks or other privacy and data security incidents (for example involving the personal information of our plasma or blood donors) could disrupt our business and expose us to significant losses, liability and reputational damage.

We and our third-party service providers routinely process, store and transmit large amounts of data in our operations, including sensitive personal information as well as proprietary or confidential information relating to our business or third parties, including our plasma or blood donors. We may be subject to breaches of the information technology security systems we use both internally and externally with third-party service providers.

Cyber-attacks may penetrate our and our third-party service providers’ security controls and result in the misappropriation or compromise of sensitive personal information or proprietary or confidential information (e.g. information regarding our plasma or blood donors), including such information which is stored or transmitted on the systems used by certain of our or their products, to create system disruptions, cause shutdowns (including disruptions to our production plants), or deploy viruses, worms, ransomware, denial-of-service attacks and other malicious software programs that attack our systems. We and our third-party service providers handle the personal information of our patients and beneficiaries, patient personal data, throughout the United States and other parts of the world. We or our business associates may experience data breaches in violation of the requirements of HIPAA, GDPR, NIS2 and/or other similar laws, for example:

●	data breaches involving the impermissible use, access, or disclosure of patient identifying information or unsecured personal data;

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●	a data breach where we or our business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or
●	a data breach that results in impermissible use, access or disclosure of personal identifying information of our employees, beneficiaries, and/or plasma or blood donors.
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When appropriate, we have filed complaints against the unknown attackers with the relevant authorities, and we have contacted the patients who were affected by the illegal data publication as well as any relevant regulatory authorities and other stakeholders. While there has not been any material impact to our financial condition and operations as a result of these data breaches and attacks, future cyber-attacks against our IT systems may result in a loss of financial data or interruptions of our operations that could have a material adverse impact on our business, financial condition and results of operations in the future. The current military conflicts have increased the risk of cyber-attacks against our systems and data.

As we increase the amount of sensitive personal information or financial data that we store and share digitally, our exposure to these privacy and data breaches and cyber-attack risks increases (particularly as medical or pharmaceutical records are a high-value target), including the risk of undetected attacks, damage, loss or unauthorized disclosure or access, and the cost of attempting to protect against these risks also increases. There are no assurances that our security technologies, processes and procedures that we or our outside service providers have implemented to protect sensitive personal information and proprietary or confidential information and to build security into the design of our products will be effective.

Any failure to keep our information technology systems, financial data and our patients’ and customers’ sensitive information secure from attack, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction or that of our third-party business associates or vendors that utilize and store such personal information on our behalf, could materially adversely affect our reputation and ability to continue normal operations, expose us to mandatory public disclosure requirements, litigation and governmental enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders and other adverse actions, any of which could have a material adverse impact on our business, financial condition and results of operations. For information regarding our cybersecurity risk management and governance, see Item 16K of Part II of this annual report, “Cybersecurity.”

Our success depends in large part on our ability to obtain and maintain protection in the United States and other countries of the intellectual property relating to or incorporated into our technology and products.

Our success depends in large part on our ability to obtain and maintain protection in the United States and other countries for the intellectual property covering or incorporated into our technology and products, especially intellectual property related to our purification processes. The patent landscape in the field of biotechnology and pharmaceuticals generally is highly uncertain and involves complex legal and scientific questions. We may not be able to obtain additional issued patents relating to our technology or products. Even if patents are issued to us or to our licensors, they may be challenged, narrowed, invalidated, held to be unenforceable or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of time our products have patent protection. Additionally, most of our patents relate to the processes we use to produce our products, not to the products themselves. In many cases, the plasma-derived products we produce or develop in the future will not, in and of themselves, be patentable. Since our patents relate to processes, if a competitor is able to design and utilize a process that does not rely on our protected intellectual property, such competitor could sell a plasma-derived or other product similar to one we developed or sell.

Our patents also may not afford us protection against competitors with similar technology. Because patent applications in the United States and many other jurisdictions are typically not published until 18 months after their filing, if at all, and because publications of discoveries in the scientific literature often lag behind actual discoveries, neither we nor our licensors can be certain that we or they were the first to make the inventions claimed in our or their issued patents or pending patent applications, or that we or they were the first to file for protection of the inventions set forth in such patent applications. If a third party has also filed a U.S. patent application covering our product candidates or a similar invention, we may be required to participate in an adversarial proceeding, known as an “interference proceeding,” declared by the U.S. Patent and Trademark Office to determine priority of invention in the United States. The costs of these proceedings could be substantial and our efforts in them could be unsuccessful, resulting in a loss of our anticipated U.S. patent position. 28

Table of Contents Our patents expire at various dates. Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide us with any competitive advantage. Even if issued, we cannot guarantee that: any of our present or future patents or patent claims or other intellectual property rights will not lapse or be invalidated, circumvented, challenged or abandoned; our intellectual property rights will provide competitive advantages; our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties; any of our pending or future patent applications will be issued or have the coverage originally sought; our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; or we will not lose the ability to assert our intellectual property rights against, or to license our technology to, others and collect royalties or other payments. In addition, our competitors or others may design around our protected patents or technologies.

Effective protection of our intellectual property rights may be unavailable, limited or not applied for in some countries. Changes in patent laws or their interpretation in the United States and other countries could also diminish the value of our intellectual property or narrow the scope of our patent protection. In addition, the legal systems of certain countries do not favor the aggressive enforcement of patents, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. In order to preserve and enforce our patent and other intellectual property rights, we may need to make claims or file lawsuits against third parties. Such lawsuits could entail significant costs to us and divert our management’s attention from developing and commercializing our products.

We, like other companies in the pharmaceutical industry, may become aware of counterfeit versions of our products becoming available domestically and abroad. Counterfeit products may use different and possibly contaminated sources of plasma and other raw materials, and the purification process involved in the manufacture of counterfeit products may raise additional safety concerns, over which we have no control. Any reported adverse events involving counterfeit products that purport to be our products could harm our reputation and the sale of our products in particular and consumer willingness to use plasma-derived therapeutics in general.

Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize this risk, any failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business. For example, any unauthorized use of our trademarks could harm our reputation or commercial interests. Moreover, if we are required to commence litigation related to unauthorized use, whether as a plaintiff or defendant, such litigation would be time consuming, force us to incur significant costs and divert our attention and the efforts of our management and other employees, which could, in turn, result in lower revenue and higher expenses.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.

We generally seek to protect proprietary information by entering into confidentiality agreements with our employees, consultants, scientific advisors and third parties. These agreements may not effectively prevent disclosure of confidential information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, our trade secrets may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to determine and enforce the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. We also rely on contractual protections with our customers, suppliers, distributors, employees and consultants and implement security measures designed to protect our trade secrets. We cannot assure you that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts.

Since we rely on trade secrets and nondisclosure agreements, in addition to patents, to protect some of our intellectual property, there is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect the unauthorized use of such information, prevent such use or take appropriate and timely steps to enforce our intellectual property rights. 29

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We may infringe or be alleged to infringe intellectual property rights of third parties.

Our products or product candidates may infringe or be accused of infringing one or more claims of an issued patent or may fall within the scope of one or more claims in a published patent application that may be subsequently issued and to which we do not hold a license or other rights. Third parties may own or control these patents or patent applications in the United States and/or abroad. These third parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages. Further, if a patent infringement suit were brought against us or our collaborators, we or they could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.

If we are found to be infringing on the patent rights of a third party, or in order to avoid potential claims, we or our collaborators may choose or be required to seek a license from a third party and be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if we or our collaborators were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we or our collaborators are unable to enter into licenses on acceptable terms.

There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference proceedings declared by the U.S. Patent and Trademark Office and opposition proceedings in the European Patent Office, regarding intellectual property rights with respect to our products. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other proceedings may also absorb significant management time.

Many of our employees were previously employed at universities or other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We take steps to ensure that our employees do not use the proprietary information or know-how of others in their work for us. We may, however, be subject to claims that we or these employees have inadvertently or otherwise used or disclosed intellectual property, trade secrets or other proprietary information of any such employee’s former employer. Litigation may be necessary to defend against these claims and, even if we are successful in defending ourselves, could result in substantial costs to us or be distracting to our management. If we fail to defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

We have in-licensed certain patent rights and co-own certain patent rights with third parties.

Our rights in certain intellectual property that we have in-licensed or co-own with third parties and the value therein may depend on our third party licensors’ or co-owners’, as applicable, performance under our intellectual property agreements with them. If one of these third parties is unable to, or does not, enforce their own rights in such intellectual property or perform under our agreements with them, it could affect our ability to effectively compete in the marketplace and operate our business.

Our in-license agreements for certain patent rights may impose payment and/or other material obligations on us as a licensee. Although we are currently in compliance with all of our material obligations under these licenses, if we were to breach any such obligations, our counterparty licensors may be entitled to terminate the licenses. Such termination may restrict, delay or eliminate our ability to develop and commercialize our products, which could adversely affect our business. We cannot guarantee that the third-party patents and technology we license will not be licensed to our competitors. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or whether the technology can be replaced on acceptable terms, or at all. 30

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We may not realize the expected benefits from the entry into new or amended contracts, cost-savings and business improvement initiatives.

We recently acquired plasma collection centers from ImmunoTek GH, LLC (in 2024 and 2025), from Canadian Plasma Resources Corporation (“CPR”) (via the purchase of a single center in 2023 and then our acquisition of CPR itself in 2025), Haema Plasma Kft. (in 2024), Biotest GmbH & Co. KGaA (formerly known as Biotest AG) (“Biotest”) (in 2022), from BPL Plasma Inc. and Kedplasma, LLC (in 2021), from South Korean firm GC Pharma (Group) (“GC Pharma”) (in 2020) and the Interstate Blood Bank Group (in 2019), among others. There can be no assurance we will be successful with this plasma acquisition strategy or that we will realize all of the benefits we expect from such new centers. Moreover, we have implemented a cost savings plan to reduce headcount, become more efficient in the plasma procurement process and close certain underperforming plasma centers, among other strategies. See Item 5 of this Part I “A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan.” Our cost savings and business improvement initiatives could result in unexpected charges and expenses that negatively impact our financial results and we could fail to achieve the desired efficiencies and estimated cost savings. In addition, if we are not able to effectively implement these initiatives, or if they fail to operate as intended, our financial results could be adversely affected. Additionally, these types of initiatives could yield unintended consequences such as distraction of management and employees, business disruption, an inability to attract or retain key personnel, which could negatively affect our business or financial condition and results of operations. If we are not able to effectively develop, implement and manage our cost savings or business improvement initiatives (including our acquisitions), we may experience operational difficulties and increased costs, which may adversely affect our results of operations.

Climate change and increased risk of major natural disasters may adversely affect our business.

Climate change is already causing extreme heat and poor air quality in some areas, which threaten to exacerbate pre-existing health conditions such as respiratory diseases. In addition, an increase in temperature and humidity may cause a proliferation of insects that carry vector-borne diseases, including dengue fever and malaria. Ultimately, climate change could undermine decades of progress in improving human health at a time when antimicrobial resistance is also rising.

We are exposed to climate risks such as physical risks (e.g., heat, water scarcity, sea level rise, flooding from severe weather events) and transition risks (e.g., regulatory frameworks, carbon pricing, cost of and access to capital), which could vary in magnitude and impact country by country. For example, some of our production facilities that depend on the availability of significant water supplies are located in areas where water is increasingly scarce. Other facilities are located in places that, because of increasingly violent weather events, sea level rise, or both, are increasingly at risk of substantial flooding. In regions where this risk is present, it impacts not only our own operations but also our distribution supply chain. Such events may result in increased costs, business interruptions, destruction of facilities, loss of life, and disruption to healthcare systems that patients use to access our medicines.

Climate change has triggered the adoption of new regulatory requirements across the globe. For example, recent legislation in California has expanded requirements for companies to report greenhouse gas emissions, which may indirectly result in increased requirements to invest in technology to reduce energy use, water use and greenhouse gas emissions, beyond what we expect to invest in our existing plans. Item 4 of this Part I, “Information on the Company—B. Business Overview—Climate Change.” In addition, legislation could include carbon pricing, climate risk disclosure mandates, and changes in zoning or building codes to increase climate resilience. The combined impact of these transition risks could increase our direct operating costs and result in the same impact across our supply chain.

Changes, enactment, and/or enforcement of biometric information, consumer health data, biometric information, information and other privacy laws of different jurisdictions, including federal and state laws in the United States, could expose us to potential liability.

Regulatory authorities and governments around the world have implemented and are considering further legislative and regulatory proposals regarding biometric information privacy. New laws and regulations governing biometric information privacy and data protection imposing more stringent requirements may be introduced in various jurisdictions, including the United States, the European Union and the United Kingdom. Complying with laws and regulations for an increasing number of jurisdictions could require significant resources and costs, including those associated with adapting our facilities, products or processes. 31

Table of Contents In the United States, there are various laws and regulations concerning biometric data privacy and data protection, and certain U.S. state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. U.S. federal and state regulators, including the Federal Trade Commission (the “FTC”), have engaged in enforcement actions focused on biometric information.

Various state privacy laws, such as the Biometric Information Privacy Act in Illinois (the “BIPA”), the Capture or Use of Biometric Identifier Act in Texas (the “CUBI”) and the My Health My Data Act in Washington (the “MHMD”) restrict the collection and use of biometric identifiers and biometric information. Multiple class action lawsuits have been brought under BIPA’s private right of action, and BIPA has generally been broadly interpreted by the courts. In the past, we were named in a class action lawsuit that alleged that we failed to comply with BIPA’s requirements when collecting fingerprint data of plasma donors. The lawsuit was subsequently settled.

Any future similar legal proceedings and any government enforcement actions we may become subject to under applicable privacy and data protection laws may cause us significant losses in addition to legal costs, which could adversely affect our business, results of operations and financial condition. In addition, any failure, or perceived failure, by us to comply with the above and other regulatory requirements or biometric information privacy and data protection-related laws, rules and regulations could result in reputational damages or proceedings or actions against us by governmental entities, consumers or other parties. Such proceedings or actions could subject us to significant penalties and negative publicity, require us to change our data and other business practices, increase our costs and severely disrupt our business or hinder our global expansion.

Risks Relating to the Healthcare Industry

United States Healthcare Reform may adversely affect our business.

The United States Patient Protection and Affordable Care Act and the companion Healthcare and Education Reconciliation Act, each enacted in March 2010, as amended (collectively, the “ACA”), increased federal oversight of private health insurance plans and included a number of provisions designed to reduce Medicare expenditures and the cost of health care generally, to reduce fraud and abuse, and to provide access to increased health coverage. While the ACA has materially expanded the number of individuals in the United States with health insurance, it has faced ongoing legal challenges, including federal litigation seeking to invalidate some of or all of the law or the manner in which it has been interpreted, and could have a significant impact on the United States healthcare industry.

There are also uncertainties due to federal legislative and administrative efforts to repeal, substantially change, replace or invalidate portions or all of the ACA. The One Big Beautiful Bill Act (“OBBBA”), signed into law on July 4, 2025, includes a number of provisions that are expected to result in reductions in the number of Medicaid enrollees, as well as reductions in federal funding to state Medicaid programs, resulting in potentially adverse impacts on utilization of services and coverage of products. Any future legislation, guidance, rules or regulations and/or executive orders that materially alter the healthcare industry could have a significant impact on our operations. The uncertain status of the ACA affects our ability to plan, and its repeal without adequate replacement could have a material adverse effect on our United States operations.

Government pressures and constraints on reimbursement may adversely affect our business.

We engage in various manufacturing, processing, marketing and sales activities pertaining to pharmaceutical products in a number of jurisdictions around the world. These activities subject us to several governmental regulations mandating multiple types of controls over pricing and general operations in the various countries in which we operate. The growth of overall healthcare costs as a percentage of gross domestic product in many countries means that governments and payers are under intense pressure to control spending even more tightly. In addition to ongoing cost containment pressures, healthcare pricing frameworks in key markets are subject to significant structural reform and policy shifts, including reforms that may alter the mechanisms by which prices are set, negotiated, benchmarked or subject to rebates, inflation penalties or other direct government intervention. Such reforms may be implemented rapidly and could materially affect the pricing, reimbursement levels and commercial viability of our products. 32

Table of Contents In the United States, which is our main market, trends in recent years in the healthcare industry have caused significant changes including a shift towards managed or value-based care, collective purchasing agreements, consolidation in office-based healthcare providers, and other cost-saving, revenue and payment reduction measures with respect to, for example, several government healthcare programs that cover our products, including Medicaid, Medicare Parts B and D and the 340B Program. Recent U.S. legislative and regulatory developments, including provisions of the Inflation Reduction Act of 2022 and related rulemakings, introduce mechanisms for direct government price negotiation, inflation-based rebate obligations and expanded manufacturer discount requirements, and may result in increased rebate liabilities, lower net realized prices, reduced reimbursement levels or changes in product demand. The interpretation, implementation and potential expansion of these measures remain subject to evolving regulatory guidance and legal challenges. These trends could have a material adverse impact on our financial performance. Global emphasis on healthcare cost containment exerts significant pressures on the pricing of our products and on our ability to obtain and maintain reimbursement rates to cover our products, which may adversely affect our business.

In addition, the availability of federal funds to pay for our products under Medicaid and Medicare requires that we extend discounts under the 340B Program, and changes to this program could adversely affect our financial performance. The 340B Program extends discounts to a variety of eligible entities, including community health clinics and certain other entities that receive certain governmental healthcare grants, as well as hospitals that serve a disproportionate share of certain low income individuals, and certain cancer centers, children’s hospitals, critical access hospitals and rural referral centers. The 340B Program price, or ceiling price, cannot exceed the average manufacturer price (“AMP”) (as reported to the U.S. Centers for Medicare & Medicaid Services (“CMS”) under the Medicaid drug rebate program) less the Medicaid unit rebate amount. We have entered into a pharmaceutical pricing agreement (“PPA”), with the government in which we have agreed to participate in the 340B Program by charging eligible entities no more than the ceiling price for drugs intended for outpatient use. Evolving requirements with respect to this program continue to be issued by the Health Resources and Services Administration (“HRSA”) of the United States Department of Health and Human Services (“HHS”), the federal agency responsible for oversight of the 340B Program, which creates uncertainty, and certain aspects of the 340B Program, such as relating to manufacturers’ 340B pricing restrictions for prescriptions filled at contract pharmacy locations, continue to be challenged in federal courts, which adds to such uncertainty. In December 2025, a federal court in Maine preliminarily enjoined the HRSA’s 340B Rebate Model Pilot Program, which would have replaced upfront discounts with a retroactive rebate for ten drugs. In February 2026, HRSA officially withdrew its 340B Rebate Model Pilot Program and subsequently issued a request for information seeking comments on launching a new 340B Program rebate model. We believe that we meet the requirements of the 340B Program, and are continuing to review and monitor these and other developments affecting the 340B Program.

Continuing efforts of certain regulatory and legislative bodies, as well as the United States Congress, are focused on pricing and reimbursement, and we expect that the healthcare industry will continue to be subject to increasing pricing and cost containment pressures in 2026 and beyond. These pricing and cost containment pressures may impact the reimbursement rates for our products and have an adverse effect on our business. For more details, see Item 4 of this Part I, “E. Regulatory Matters—Pharmaceutical Pricing and Reimbursement.”

Impact of government regulations relating to product development and regulatory approvals may adversely affect our business.

We develop and manufacture pharmaceutical products in a number of jurisdictions around the world. These activities subject us to several governmental regulations mandating specific governmental approvals that are necessary for us to develop our products in the various countries in which we operate. Obtaining market approval for our products is a lengthy, costly and complex regulatory process that requires intensive preclinical and clinical data, and the approval process can vary significantly depending on the regulatory authority of each jurisdiction. Relevant health authorities may, at the time of the filing of the application for a marketing authorization, or later during their review, impose requirements that can evolve over time, including requiring additional clinical trials, and such authorities may delay or refuse to review our application or grant market approval. Also, the centrality to our business of government regulatory oversight by relevant health authorities exposes us to risks of administrative and enforcement changes or delays, including as may derive from health authorities’ staffing levels or resources, including as a result of a government shutdown. For example, the development and regulatory approval of new products may be delayed due to reductions to the FDA’s budget and staffing, which may lead to slower response times and longer review periods. 33

Table of Contents Even where we have obtained marketing approval for a product in one or more major markets, we may need to invest significant time and resources in applying for approval in other markets, and there is no assurance that we will be able to obtain such approval. In recent years, health authorities have become increasingly focused on product safety and on the risk/benefit profile of pharmaceutical products, which could lead to more burdensome and costly approval processes and negatively affect our ability to obtain regulatory approval for products under development. For example, the FDA and the EMA have been implementing strict requirements for approval, particularly in terms of the volume of data needed to demonstrate a product’s efficacy and safety. In December 2025, the Council of the European Union and the European Parliament reached provisional agreement on a comprehensive overhaul of the EU legislative framework for pharmaceuticals. There are a number of significant changes, including a potential reduction in regulatory data protection, a streamlining of the regulatory approval process potentially allowing products to reach the market in a shorter period of time, and introduction of shortage prevention plans. The agreement still requires formal approval and adoption, but, if adopted, may have a significant impact on the pharmaceutical industry in general and our business.

The law provides that no biosimilar application may be accepted for FDA review until four years after the date the reference product was first licensed by the FDA, and that the FDA may not make approval of an application effective until 12 years after the reference product was first licensed. The law also includes an extensive process for the innovator biologic and biosimilar manufacturer to litigate patent infringement, validity, and enforceability, which could increase costs of protecting our reference products. In addition, the Creating and Restoring Equal Access to Equivalent Samples Act of 2019 authorizes sponsors of abbreviated new drug applications, 505(b)(2) NDAs or biosimilar product applications to bring actions against NDA or BLA holders that decline to provide sufficient quantities of an approved reference product on commercially reasonable, market-based terms. If a court determines that a reference product sponsor failed to provide such quantities without a legitimate business justification, the court may order the provision of product without delay and may award reasonable attorney fees and costs and, in certain circumstances, damages in an amount sufficient to deter such conduct. Although we intend to comply with applicable statutory requirements, we may be exposed to litigation and related costs, damages and reputational harm, and such provisions may facilitate competition with our products.

Once approved, biosimilars likely would compete with, and in some circumstances may be deemed under applicable laws to be “interchangeable with,” the previously approved reference product. The extent to which a biosimilar product, once approved, will be substituted for any of our products, in a way that is similar to traditional generic substitution for non-biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing. For example, in October 2025, the FDA issued draft guidance that proposes to eliminate the need for sponsors of biosimilar products to conduct comparative human clinical efficacy studies. In connection with the FDA’s authority to ensure the development of safe and effective biosimilars, in September 2022, the FDA Biosimilar User Fee Amendments of 2022 were signed into law. The FDA Biosimilar User Fee Amendments of 2022 reauthorize for an additional five years (through 2027) the Biosimilar User Fee Act of 2012, which allows the FDA to assess and collect fees for biosimilars. While the fee rates charged to biosimilar program sponsors are intended to expedite the process for reviews of biosimilar applications, it is unknown how such fees will be passed on in the future, which could also impact our financial results. We expect in the future to face greater competition from biosimilar products, including a possible increase in patent challenges, all of which could adversely affect our financial performance.

Regarding access to our products, the ACA established and provided significant funding for a Patient-Centered Outcomes Research Institute to coordinate and fund Comparative Effectiveness Research, as those terms are defined in the ACA. While the stated intent of Comparative Effectiveness Research is to develop information to guide providers to the most efficacious therapies, outcomes of Comparative Effectiveness Research could influence the reimbursement or coverage for therapies that are determined to be less cost effective than others. Should any of our products be determined to be less cost effective than alternative therapies, the levels of reimbursement for these products, or the willingness to reimburse at all, could be impacted, which could materially impact our financial results. In connection with the FDA’s authority to ensure the development of safe and effective biosimilars, in September 2022, the FDA User Fee Reauthorization Act of 2022 was signed into law, which allows the FDA to assess and collect fees for biosimilars for a five-year period through 2027. While the fee rates charged to biosimilar program sponsors are intended to expedite the process for reviews of biosimilar applications, such fees could be passed onto manufacturers and, thus, could also impact our financial results. 34

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Failure to comply with laws and regulations governing the sales and marketing of our products or an adverse decision in lawsuits may result in adverse consequences for us.

We engage in various marketing, promotional and educational activities pertaining to, as well as the sale of, pharmaceutical products in a number of jurisdictions around the world. The promotion, marketing and sale of pharmaceutical products and medical devices is highly regulated and the sales and marketing practices of market participants such as us have been subject to increasing supervision by governmental authorities around the world, and we believe that this trend will continue.

For example, the laws governing our conduct in the United States are enforceable by criminal, civil and administrative penalties. Violations of laws such as the Federal Food, Drug and Cosmetic Act (“FDCA”), the Federal False Claims Act (“FCA”), the Public Health Service Act (“PHS Act”) or provisions of the U.S. Social Security Act known as the “Anti-Kickback Statute” and the “Civil Monetary Penalties Law,” or any regulations promulgated under their authority, may result in jail sentences, fines or exclusion from federal and state programs, as may be determined by Medicare, Medicaid, the Department of Defense, other regulatory authorities and the courts. There can be no assurance that our activities will not come under the scrutiny of regulators and other government authorities or that our practices will not be found to violate applicable laws, rules and regulations or prompt lawsuits by private citizen “relators” under federal or state false claims laws. For a description of fraud and abuse laws see Item 4 of this Part I, “Information on the Company—E. Regulatory Matters—Government Regulation—United States Government Regulation—Anti-fraud and Abuse Regulation.”

Failure to comply with fraud and abuse laws and regulations could also result in other significant civil and criminal penalties and costs, including the loss of licenses and the inability to participate in federal and state health care programs, and could have a material adverse effect on our business. In addition, these measures may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations or incur substantial defense and settlement expenses. Fraud and abuse laws and regulations have been subject to heightened enforcement activity over the past few years. Since the ACA significantly strengthened provisions of the FCA, the anti-kickback provisions of Medicare and Medicaid and other healthcare antifraud provisions, there have also been a greater number of qui tam suits brought by “relator” whistleblowers, who may receive up to 30% of total government recoveries. Even unsuccessful challenges by regulatory authorities or private relators could result in reputational harm and the incurring of substantial costs. Further, many of these laws are vague or indefinite and have not been interpreted by the courts, and have been subject to frequent modification and varied interpretation by prosecutorial and regulatory authorities, increasing the risk of noncompliance. Most states have adopted similar state false claims laws, and these state laws have their own penalties which may be in addition to FCA penalties, as well as other fraud and abuse laws. While we believe that we are substantially compliant with applicable fraud and abuse laws and regulations, and have adequate compliance programs and controls in place to ensure substantial compliance, we cannot predict whether changes in applicable law, or interpretation of laws, or changes in our services or marketing practices in response to changes in applicable law or interpretation of laws, could have a material adverse effect on our business.

Failure to satisfy requirements under the FDCA can also result in penalties, as well as requirements to enter into consent decrees or orders that prescribe allowable corporate conduct. In this regard, our Los Angeles facility was previously managed pursuant to a consent decree that was entered into in February 1998 based on action by the FDA and the U.S. Department of Justice (the “DOJ”), addressing FDCA violations committed by the former owner of the facility, Alpha Therapeutic Corporation (“Alpha”). The consent decree provided for annual inspection of the plant by the FDA. On March 15, 2012, the United States District Court for the Central District of California entered an order vacating the consent decree on the Los Angeles facility.

Adverse consequences can also result from failure to comply with the requirements of the 340B Program under the PHS Act, which extends discounts to a variety of community health clinics and other entities that receive health services grants under the PHS Act (the “340B Program”). In early 2016, HRSA finalized a regulation regarding the 340B Program pricing methodology, providing. HRSA regulations prescribes when civil monetary penalties may be issued for “knowing and intentional” manufacturer overcharges of 340B Program covered entities, and provides that manufacturers who overcharge may be subject to significant monetary penalties. Such findings could also result in negative publicity that could harm the manufacturer’s reputation or cause business disruption, penalties, or CMP. Under the HRSA regulations, the CMP may be up to $5,000 for each instance of overcharging a covered entity. If we are ultimately required to change our sales or pricing practices with regard to the distribution of drugs under the 340B Program, or if we were required to pay penalties under the applicable regulations, there would be an adverse effect on our revenues and profitability. 35

Table of Contents In addition, companies in the United States, Canada and the European Union are generally restricted from promoting approved products for other indications that are not specifically approved by the competent regulatory authorities, nor can companies promote unapproved products. Improper promotion of unapproved drugs or devices or unapproved indications for a drug or device may subject us to warnings from, or enforcement action by, regulatory authorities, harm demand for our products, and subject us to civil and criminal sanctions. Further, sanctions under the FCA have been brought against companies accused of promoting off-label uses of drugs, and the DOJ has increasingly scrutinized off-label drug promotion in recent years, because such promotion induces the use and subsequent claims for reimbursement under Medicare and other federal programs. Industry data indicates that a significant portion of IVIG volume may be used to fill physician prescriptions for indications not approved by the FDA or similar regulatory authorities. Violations or allegations of violations of the foregoing restrictions could materially and adversely affect our business.

We are required to report detailed pricing information, net of applicable discounts, rebates and other concessions, to CMS for the purpose of calculating national reimbursement levels, certain federal prices and certain federal and state rebate obligations. We have established systems for collecting and reporting this data accurately to CMS and have instituted a compliance program designed to assure that the information collected is complete in all respects. If we report pricing information that is not accurate to the federal government, we could be subject to fines and other sanctions (including potential FCA liability) that could adversely affect our business.

To market and sell our products outside of the United States, we must obtain and maintain regulatory approvals and comply with regulatory requirements in such jurisdictions. The approval procedures vary among countries in complexity and timing. We may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all, which would preclude us from commercializing products in those markets. In addition, some countries, particularly the countries of the European Union, regulate the pricing of prescription pharmaceuticals. In these countries, pricing discussions with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost effectiveness of our product candidate to other available therapies. Such trials may be time consuming and expensive and may not show an advantage in efficacy for our products. If reimbursement of our products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, in either the United States or the European Union, we could be adversely affected.

In the United States, under the federal Physician Payment Sunshine Act or Open Payments Program (the “PPS Act”), we are required to report and disclose payments or other transfers of value made to certain healthcare providers, including physicians, certain advanced practice providers such as physician assistants and nurse practitioners, and teaching hospitals. CMS publishes information from these reports on a publicly available website, including amounts transferred and healthcare provider identities. Under the PPS Act we are required to collect and report detailed information regarding certain financial relationships we have with covered healthcare providers. The PPS Act preempts certain state reporting laws, although we or our subsidiaries may also be required to report under certain state transparency laws that address circumstances not covered by the PPS Act, and some of these state laws are also ambiguous. We are also subject to foreign regulations requiring transparency of certain interactions between suppliers and their customers. While we believe we have substantially compliant programs and controls in place to comply with these reporting requirements, we cannot assure you that regulations will not require us to take additional compliance steps. Our compliance with these rules imposes additional costs on us.

We also are subject to certain laws and regulations concerning the conduct of our foreign operations outside the United States, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-bribery laws and related laws, and laws pertaining to the accuracy of our internal books and records, which have been the focus of increasing enforcement activity in recent years. Under the FCPA, the United States has increasingly focused on regulating the conduct by U.S. businesses occurring outside of the United States, generally prohibiting remuneration to foreign officials for the purpose of obtaining or retaining business. Also, in some countries we may rely on third parties for the marketing and distribution of our products, and these parties may lack sufficient internal compliance resources, and may operate in foreign markets involving substantial corruption. If our efforts to monitor these parties fail to detect potential wrongdoing, we could be held responsible for the noncompliance of these third parties with applicable laws and regulations, which may have a material adverse effect on our business. 36

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We could be adversely affected if other government or private third-party payors decrease or otherwise limit the amount, price, scope or other eligibility requirements for reimbursement for the purchasers of our products.

Certain of our products are subject to various cost-containment measures, such as government-imposed industry-wide price reductions, mandatory pricing systems, reference pricing systems, payors limiting access to treatments based on cost-benefit analyses, an increase in imports of drugs from lower-cost countries to higher-cost countries, shifting of the payment burden to patients through higher co-payments, limiting physicians’ ability to choose among competing medicines, mandatory substitution of generic drugs for the patented equivalent, and growing pressure on physicians to reduce the prescribing of patented prescription medicines. Such pressures could have a material adverse impact on our business, financial condition or results of operations, as well as on our reputation.

For example, certain pharmaceutical products, such as plasma derivative products, are subject to price controls in several of our principal markets, including Spain and countries within the European Union. In the United States, where pricing levels for our products are established by governmental payors and negotiated with private third-party payors, if the amount of reimbursement available for a product is reduced, it may cause groups or individuals dispensing the product to discontinue administration of the product, to administer lower doses, to substitute lower cost products or to seek additional price-related concessions. These actions could have a negative effect on our financial results, particularly in cases where our products command a premium price in the marketplace or where changes in reimbursement induce a shift in the location of treatment. The existence of direct and indirect price controls and pressures over our products has affected, and may continue to materially adversely affect, our ability to maintain or increase gross margins. In addition, the growth of overall healthcare costs and certain weak economic and financial environment in certain countries where we do business, as well as increased scrutiny over pharmaceutical pricing practices, such as in the United States, all enhance these pricing pressures.

In the United States, pricing concerns have led to heightened scrutiny and ongoing governmental efforts to increase transparency around healthcare and pharmaceutical drugs costs. For example, pursuant to current CMS rules applicable to hospitals and group health plans, payers must disclose in-network provider negotiated rates (which include rates with device suppliers and manufacturers) and historical out-of-network allowed amounts for all covered items and services, including all prescription drugs. In addition, in May 2025, the United States government issued an executive order aiming to implement “most-favored-nation” pricing mechanics, which would limit the price of prescription drugs in the United States to prices in selected comparably developed nations. In July 2025, several pharmaceutical companies received letters from the U.S. government seeking commitments to advance such “most-favored-nation” drug pricing goals. States are also enacting a variety of transparency measures. The publication of our negotiated rates could impact our ability to independently negotiate sales contracts and rate agreements. In addition, uncertainty around ongoing price transparency proposals affects our ability to plan, as the proposals, if adopted, in whole or in part, could adversely affect our business.

An increasing number of states in the United States have also proposed or passed legislation that seeks to directly or indirectly regulate pharmaceutical drug pricing, such as by requiring drug manufacturers to provide advance notice of certain price increases, or to place a maximum price ceiling on pharmaceutical products purchased by state agencies. State laws regulating pharmaceutical drug pricing may cause us to experience additional pricing pressures on our affected products, and could adversely affect our business.

Also, the intended use of a drug product by a physician can affect pricing. Physicians frequently prescribe legally available therapies for uses that are not described in the product’s labeling and that differ from those tested in clinical studies and that are approved by the FDA or similar regulatory authorities in other countries. These off-label uses are common across medical specialties, and physicians may believe such off-label uses constitute the preferred treatment or treatment of last resort for many patients in varied circumstances. In the United States, many off-label uses of drug products may be reimbursed by Medicare and other third-party payors, generally based on the payors’ determination that the intended use is for a medically accepted indication, for example, based on studies published in peer-reviewed medical journals or information contained in drug compendia, such as the United States Pharmacopeia-National Formulary. However, companies have also faced sanctions under the FCA in connection with the promotion of off-label drug uses that induce claims for reimbursement under Medicare and other federal programs. If reimbursement for off-label uses of products, including IVIG, is reduced or eliminated by Medicare or other third-party payors, including those in the United States or the European Union, we could be adversely affected. 37

Table of Contents Proposed federal and state legislation have targeted drug pricing, including, without limitation, direct negotiations with manufacturers over price, reimbursement and discounts. Plasma protein therapeutics have been excluded from certain aspects of the several legislations; however, there is a continuing risk that our products may be subject to new pricing restrictions.

We are subject to extensive government regulatory compliance and ethics oversight.

Our business is subject to extensive government regulation and oversight by the many countries in which we operate. We have enacted anticorruption, privacy, healthcare and corporate compliance policies and procedures that govern our business practices and those of our distributors and suppliers. These policies and procedures are effectuated through education, training and monitoring of our employees, distributors and suppliers. In addition, to enhance compliance with applicable healthcare laws and mitigate potential liability in the event of noncompliance, regulatory authorities, such as HHS’s Office of the Inspector General (“OIG”) of the United States, have recommended the adoption and implementation of a comprehensive healthcare compliance program that generally contains the elements of an effective compliance and ethics program described in Section 8B2.1 of the U.S. Sentencing Commission Guidelines Manual. Increasing numbers of U.S.-based pharmaceutical companies have such programs, and we have adopted U.S. healthcare compliance and ethics programs that generally incorporate the OIG’s recommendations. However, our adoption and enforcement of these various policies and procedures does not ensure that we will avoid investigation or the imposition of penalties by applicable government agencies.

Failure to comply with changing regulatory requirements could materially adversely affect our business.

We engage in various manufacturing, processing, marketing and sales activities pertaining to pharmaceutical products in a number of jurisdictions around the world. These activities subject us to several governmental regulations governing our global operations. The laws and regulations of the many jurisdictions that govern our business and operations are subject to varying and evolving interpretations that affect our ability to comply, and future changes, additions, and enforcement approaches, including in light of political changes. Changes with respect to the applicable laws and regulations may require us to update or revise our operations, services, marketing practices, and compliance programs and controls, and may impose additional and unforeseen costs on us, pose new or previously immaterial risks to us, or may otherwise have a material adverse effect on our business. There can be no assurance that current and future government regulations will not adversely affect our business, and we cannot predict new regulatory priorities, the form, content or timing of regulatory actions, and their impact on the health care industry and on our business and operations.

We are subject to extensive environmental, health and safety laws and regulations.

Our business involves the controlled use and the generation, handling, management, storage, treatment and disposal of hazardous substances, wastes and various biological compounds and chemicals. The risk of contamination or injury from these materials cannot be eliminated. If an accident, spill or release of any regulated chemicals, substances or wastes occurs, we could be held liable for resulting damages, including for investigation, remediation and monitoring of the contamination, including natural resource damages, the costs of which could be substantial. As owners and operators of real property, we could also be held liable for the presence of hazardous substances as a result of prior site uses or activities, without regard to fault or the legality of the original conduct that caused or contributed to the presence or release of such hazardous substance on, at, under or from our property. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials, chemicals and wastes.

Although we maintain workers’ compensation insurance to cover the costs and expenses that may be incurred due to injuries to our employees resulting from the use and handling of these materials, chemicals and wastes, this insurance may not provide adequate coverage against potential liabilities.

Additional or more stringent federal, state, local or foreign laws and regulations affecting our operations may be adopted in the future. We may incur substantial capital costs and operating expenses to comply with any of these laws or regulations and the terms and conditions of any permits required pursuant to such laws and regulations, including costs to install new or updated pollution control equipment, modify our operations or perform other corrective actions at our respective facilities. In addition, fines and penalties may be imposed for noncompliance with environmental and health and safety laws and regulations or for the failure to have or comply with the terms and conditions of required environmental permits. 38

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Unsuccessful management of sustainability (environmental, social and governance) matters could adversely affect our reputation and we may experience difficulties meeting the expectations of our stakeholders.

Companies are increasingly expected to behave in a responsible manner on a variety of sustainability matters by governmental and regulatory authorities, counterparties, customers, investors and the public. This context, driven in part by a rapidly changing regulatory framework in Europe, is raising new challenges and influencing strategic decisions. Evolving regulatory requirements are likely to result in increased costs and complexities of compliance to collect, measure and report ESG-related information and may expose us to additional regulatory, litigation and reputational risk. Political and geopolitical developments may also result in the amendment or rollback of certain rules, creating further uncertainty and compliance costs.

We have adopted a sustainability strategy; however, we may be unable to meet our sustainability or other strategic objectives efficiently, on time or at all. Statements regarding our ESG initiatives, goals and progress may be based on developing standards, evolving internal controls and assumptions that may change. We may also be unable to meet the criteria used by rating agencies in their sustainability assessments, which are increasingly used by institutional investors to inform investment decisions.

If we are unable to meet stakeholder expectations or the targets contained in our sustainability strategy, our reputation may be harmed, compliance or other costs may increase, and interest in subscribing to our securities and our ability to access debt and equity markets may decrease. In addition, increasing “anti-ESG” and “anti-DEI” initiatives in certain jurisdictions may result in additional scrutiny, investigations, enforcement actions or reputational harm.

Risks Relating to Our Shares and American Depositary Shares

If we discover material weaknesses or significant deficiencies in our internal control over financial reporting, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under U.S. federal securities laws, which also could affect the market price of our American Depositary Shares or our ability to remain listed on NASDAQ.

Effective internal and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. A “significant deficiency” is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention of those responsible for oversight of our financial reporting. In addition, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

To the extent that any material weakness or significant deficiency exists in our internal control over financial reporting, such material weakness or significant deficiency may adversely affect our ability to provide timely and reliable financial information necessary for the conduct of our business and satisfaction of our reporting obligations under U.S. federal securities laws, which could affect our ability to remain listed on NASDAQ. Ineffective internal and disclosure controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our American Depositary Shares, or ADSs, or the rating of our debt.

The Grifols Family may exercise significant influence over the conduct of our business.

The founders of the Company and their relatives (the “Grifols Family”) and Scranton Enterprises B.V. own, directly and indirectly, approximately 36% of our Class A shares. The Class A shares exercise 100% of the voting control of our Company. As a result, the Grifols Family and Scranton Enterprises B.V. may exercise significant influence over matters requiring shareholders’ approval, including, among other things, the election of our board of directors, dividend policy and certain fundamental corporate action, such as the issuance of bonds, a merger or a dissolution. Conflicts may arise between the interests of the principal shareholders and those of the other shareholders, and the principal shareholders may choose to resolve the conflict in a way that does not coincide with the interests of the other shareholders. See Item 7 of this Part I, “Major Shareholders and Related Party Transactions—Related Party Transactions.” 39

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The market price of our Class B ADSs on NASDAQ, as well as the market price of our Class A ADSs traded in over the counter markets, may be volatile.

The market price of our Class B ADSs and Class A ADSs may be volatile as a result of various factors, many of which are beyond our control. These factors include, but are not limited to, the following:

●	market expectations for our financial performance;
●	actual or anticipated fluctuations in our results of operations and financial condition;
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●	changes in the estimates of our results of operations by securities analysts;
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●	techniques employed by short sellers or other market disruptors to drive down the market price of our shares;
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●	the dissemination of false or maliciously distorted information with respect to our business operations, financials or corporate disclosures;
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●	potential or actual sales of blocks of our Class B ADSs in the market by any shareholder or short selling of our Class B ADSs. Any such transaction could occur at any time or from time to time, with or without notice to us (see “—Techniques employed by short sellers may drive down the market price of our shares, negatively impact our business operations and/or generate non-meritorious litigation”);
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●	the entrance of new competitors or new products in the markets in which we operate;
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●	volatility in the market as a whole; and
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●	the risk factors mentioned in this section.
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The market price of our Class B ADSs may be adversely affected by any of the preceding or other factors regardless of operations and financial condition. Since December 31, 2023, our Class B ADSs have traded as high as $10.85 per ADS on July 30, 2025 and as low as $6.05 per ADS on March 18, 2024. At market close on April 15, 2026, our Class B ADSs were traded for $8.69.

Techniques employed by short sellers or other market disruptors may drive down the market price of our shares, negatively impact our business operations and/or generate non-meritorious litigation.

Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. Short sellers seek to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement securities, as short sellers hope to pay less in that purchase than they received in the sale. As it is in short sellers’ interest for the price of the securities to decline, certain short sellers publish, or arrange for the publication of, negative research reports and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, created downward pressure on the price of the relevant securities. 40

Table of Contents We have been the subject of negative publicity by a short seller. For more information, see Item 5 of this Part I, “A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Short Seller Reports” and Item 8 of this Part I, “Consolidated Statements and Other Financial Information—Legal Proceedings—Executive Committee of the CNMV.” It is not clear what long-term effect such negative publicity could have on us and/or whether we will continue to be subject to short seller attacks from time to time in the future. If we were to become the subject of any additional unfavorable allegations, even when such allegations are untrue, we may have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. For example, in response to such negative publicity, we invested significant resources and time, including undertaking both internal and external reviews. While we would prefer to strongly defend against any such short seller attacks, we may be constrained in the manner in which we can respond to any allegations due to applicable state or federal law, or issues of commercial confidentiality. In addition, such allegations have led, and may further lead, to heightened scrutiny, investigations and enforcement proceedings conducted by the SEC or the CNMV. Any future response to negative publicity from short sellers or responses to information requests from regulators could be costly and time-consuming, and could divert management’s attention from our day-to-day operations.

Even groundless or outright false allegations against us could severely impact the market price of our Class A shares, Class B shares, ADSs and our business operations. Because of the nature of our business in collecting plasma and manufacturing and selling plasma-derived therapies, we depend significantly on our brand and on customer confidence in our services. As a result, such allegations may impact our revenues by damaging our reputation, confidence in our services and relationships with our existing customers and potential new customers.

In the event that any lawsuit is filed against us as a result of negative publicity by a short seller, we cannot predict the timing, outcome or consequences of such actions, and we cannot assure you that our defenses will be successful or whether we will be subject to any damages, or how much. Whether or not we prevail in case any such proceedings are created against us, we may incur significant expenses defending them, which may materially and adversely affect our financial condition and results of operations.

Fluctuations in the exchange rate between the U.S. dollar and the euro may increase the risk of holding our ADSs or shares.

The Spanish securities market for equity securities consists of four stock exchanges located in Madrid, Barcelona, Bilbao and Valencia (collectively, the “Spanish Stock Exchanges”). The majority of the transactions conducted on the Spanish Stock Exchanges are done through the Spanish Automated Quotation System (Sistema de Inteconexión Bursátil Español, or SIBE).

Our Class A shares and Class B shares are listed on the Spanish Stock Exchanges and quoted on SIBE in euros. In addition, our Class B shares are traded in the United States on the NASDAQ Global Select Market in the form of ADSs, evidenced by American Depositary Receipts, or ADRs, in U.S. dollars. In addition, a number of our Class A shares are traded over the counter in the form of ADSs. Fluctuations in the exchange rate between the U.S. dollar and the euro may result in temporary differences between the value of our ADSs and the value of our shares, which may result in heavy trading by investors seeking to exploit such differences. This may increase the volatility of, and have an adverse effect on, the price of our shares or ADSs.

In addition, as a result of fluctuations in the exchange rate between the U.S. dollar and the euro, the U.S. dollar equivalent of the proceeds that a holder of our ADSs would receive upon the sale in Spain of any shares withdrawn from the ADR depositary and the U.S. dollar equivalent of any cash dividends paid in euros on our shares represented by the ADSs could also decline.

Subscription (or preemptive) rights may be unavailable to U.S. holders of our shares or ADSs.

In the case of a future increase of our registered share capital, existing shareholders will generally be entitled to subscription (or preemptive) rights pursuant to Spanish law, unless waived by a resolution of the shareholders or, if such power has been delegated to the Board pursuant to a shareholders’ resolution, by a resolution of the Board and except in certain situations, such as capital increases made for an in-kind contribution, in which subscription (or preemptive) rights are not applicable by law. Holders of the Class B shares will generally not have a right to vote on any resolution on a capital increase or on the waiver of subscription (or preemptive) rights, unless such resolution does not treat the Class B shares in the same way as the Class A shares, except in the limited circumstances set out in the Articles of Association of Grifols, S.A. as amended (the “Articles of Association”). 41

Table of Contents Holders of our ADSs representing Class A shares or, even if preemptive rights are granted, holders of our ADSs representing Class B shares, or U.S. resident shareholders may not be able to exercise voting power or subscription (or preemptive) rights, as the case may be, in which case holders of our ADSs could be substantially diluted, unless a registration statement under the Securities Act, as amended, or the Securities Act, is effective with respect to such rights and the shares for which they give such right or an exemption from the registration requirements of the Securities Act is available.

We intend to evaluate at the time of any rights offering the costs and potential liabilities associated with any such registration requirements, as well as the benefits of enabling the exercise of subscription (or preemptive) rights for the shares. In doing so, we will also evaluate any other factors that we may consider appropriate at the time.

There can be no assurance that we will decide to comply with such registration requirements. If no such registration requirements are satisfied, the depositary will sell the subscription (or preemptive) rights relating to the ADSs on deposit and will distribute the proceeds of such sale, if any, to the holders of the ADSs. If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case no value will be given for these rights.

ADS holders may be subject to limitations on the transfer of their ADSs.

ADSs are transferable on the books of the depositary. However, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when the books of the depositary are closed or if such action is deemed necessary or advisable by the depositary or by us because of any requirement of law or of any government or governmental body or commission or under any provision of the deposit agreement. Moreover, the surrender of ADSs and withdrawal of our shares may be suspended subject to the payment of fees, taxes and similar charges or if we direct the depositary at any time to cease new issuances and withdrawals of our shares during periods specified by us in connection with shareholders’ meetings, the payment of dividends or as otherwise reasonably necessary for compliance with any applicable laws or government regulations.

Item 4.	INFORMATION ON THE COMPANY
A.	History of and Development of the Company
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Introduction

We were founded in 1940 in Barcelona, Spain by Dr. José Antonio Grifols i Roig, a specialist and pioneer in blood transfusions and clinical analysis and the grandfather of our current Honorary Chairperson (non-member) of the Board. We have been making and selling plasma derivative products for more than 70 years. Over the last 25 years, we have grown from a predominantly domestic Spanish company into a global company by expanding both organically and through acquisitions throughout Europe, the United States, Latin America, Africa and Asia.

We were incorporated in Spain as a limited liability company on June 22, 1987 under the name Grupo Grifols, S.A., and we changed our name to Grifols, S.A. in 2005. We conduct business under the commercial name “Grifols.” Our registered and principal executive office is located at Avinguda de la Generalitat, 152 Parque Empresarial Can Sant Joan, 08174 Sant Cugat del Vallès, Barcelona, Spain and our telephone number is +34 93 571 0500. Additional information about the Company is available on our website at www.grifols.com.

We are a vertically integrated global producer of plasma derivatives and we believe we rank among the three largest producers in the industry in terms of total sales globally. Our activities include sourcing raw material, manufacturing various plasma derivative products and selling and distributing final products to healthcare providers. We have expanded our plasma collection network and our manufacturing capacity through a combination of organic growth and acquisitions. As of December 31, 2025 we had more than 400 operating plasma collection centers located across the United States, Germany, Austria, Czech Republic, Hungary, Canada and Egypt (through our joint venture with Egypt’s National Services Projects Organization, or “NSPO”).

We also research, develop, manufacture and market in vitro diagnostics products, including analytical instruments, reagents, software and associated products for use in clinical and blood bank laboratories and hospital products. 42

Table of Contents Our Class A shares have been listed on the Spanish Stock Exchanges since we completed our initial public offering on May 17, 2006 and are quoted on the SIBE under the ticker symbol “GRF.” Since January 2008, we have been part of the IBEX-35 Index, which comprises the top 35 listed Spanish companies by liquidity and market capitalization. Our Class A shares are also traded in the United States in over the counter markets in the form of ADSs, evidenced by ADRs. Each ADS traded over the counter represents two of our Class A shares. Our Class B shares were issued as part of the consideration for the acquisition of Talecris Plasma Resources, Inc. (“Talecris”), a company that has since been merged into our subsidiary Biomat USA, and are listed on the Spanish Stock Exchanges and quoted on the SIBE under the ticker symbol “GRF.P.” Our Class B shares are also traded in the United States on the NASDAQ Global Select Market in the form of ADSs, evidenced by ADRs, under the symbol “GRFS.” Each ADS traded on NASDAQ represents one of our Class B shares. Our ADSs are currently traded in U.S. dollars. In November 2011, our ADSs were added to the NASDAQ Biotechnology Index.

The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements and other information regarding issuers that file electronically with the SEC.

Important Milestones

The following are some of our most important historical milestones:

●	On December 11, 2025, we received certification from the EMA for the entire value chain of Grifols Egypt for Plasma Derivatives (“Grifols Egypt”), our public-private partnership with the government of Egypt representing a joint investment of €280 million. This certification positions Egypt as the first country in Africa and the Middle East to operate a fully integrated plasma collection and processing system that meets the most demanding European standards of quality, safety and regulatory control. With this milestone, Egypt has achieved self-sufficiency in plasma-derived medicinal products, including immunoglobulins, albumin and coagulation factors, becoming the sixth country in the world capable of supplying itself with medicines derived from national plasma, after the United States, Germany, Austria, the Czech Republic and Hungary. See “—B. Business Overview—Raw Materials” and “—D. Property, Plant and Equipment—Plasma Fractionation Plants;”
●	On November 1, 2025, we acquired a 50.1% equity stake in CPR, a Canadian private company engaged in plasma collection for the production of plasma-derived therapies, for an aggregate consideration of approximately €19 million. Following the acquisition, which strengthens our presence in Canada, CPR was renamed Grifols Canada Plasma Corporation (“Grifols Canada Plasma”). See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions;
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●	On October 16, 2025, we started manufacturing Grifols DG Gel card and reagent red blood cells (“RRBCs”) at our new plant in San Diego, California, following approvals from the FDA. Production of this key technology, used in blood type testing to ensure transfusion compatibility between donors and patients, will serve the growing demand for blood typing solutions in the U.S. The 73,541-square-foot facility, designed by Grifols Engineering, features highly automated production technologies, including a state-of-the-art quality-control laboratory, a warehouse and office space;
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●	On February 3, 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek GH, LLC (“ImmunoTek”). This acquisition was initiated on July 29, 2021, when we entered into an agreement with ImmunoTek, amended in 2023 and 2024, to arrange for the construction, licensing and commissioning of the 28 centers. Pursuant to this agreement, we formed the ITK JV, a joint operation company named Biotek America LLC, through which we initially held a 75% interest in each of the 28 plasma collection centers, while ImmunoTek held the remaining 25%. In 2024, we acquired 14 plasma collection centers for an aggregate amount of $266 million and, effective as of February 3, 2025, we completed the acquisition of the remaining 14 centers for an aggregate amount of approximately $281 million. See “—B. Business Overview—Raw Materials,” Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions;”
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●	On June 18, 2024, we closed the sale of a 20% equity stake in Chinese company Shanghai RAAS in exchange for approximately $1.8 billion, while retaining a stake in Shanghai RAAS of 6.58%, to the Haier group (“Haier”). We had acquired 26.58% of the voting and economic rights in Shanghai RAAS in exchange for 45% of the economic rights and 40% of the voting rights in our U.S. subsidiary, GDS, on March 30, 2020. We have maintained and extended our presence in China and used the proceeds of the sale to significantly reduce debt. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting our Financial Condition and Results of Operations—Recent Dispositions—Shanghai RAAS;”
●	On April 25, 2022, we acquired all of the existing equity interest in Grifols Biotest Holdings GmbH, formerly known as Tiancheng (Germany) Pharmaceutical Holdings AG (“Biotest Holdings”), which in turn owned 89.88% of the ordinary shares and 1.08% of the preferred equity shares of German publicly traded company Biotest, a global company that supplies plasma protein products and biotherapeutic drugs, for a total consideration of €1,090,518,254. In addition, through multiple tender offers and several over the counter transactions in 2022 and 2025, as well as the completion of a squeeze-out procedure initiated in 2022, we have since increased our shareholding stake to 100.0% of the total ordinary voting shares and 61.6% of the total non-voting preferred shares of Biotest, which in the aggregate represent 80.8% of Biotest’s share capital. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting our Financial Condition and Results of Operations—Recent Acquisitions—Biotest Shares and Public Delisting Purchase Offer;”
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●	On December 1, 2021, we sold preferred shares representing 12.9% of Biomat Newco and 12.5% of Biomat USA, our U.S.-based plasma collection subsidiaries that are part of the Biomat group, also comprised of Biomat USA’s subsidiaries Grifols Bio Supplies, Inc., formerly known as Interstate Blood Bank, Inc., Talecris and Biomat USA South, Inc., the latter two of which have since been merged into Biomat USA and dissolved, respectively (collectively, the “Biomat Group”), to Parette Investment Pte. Ltd. (the “GIC Investor”), an affiliate of GIC Private Limited, which is a sovereign wealth fund established by the Government of Singapore. The purchase price received was $990 million. We used the net proceeds to (i) prepay $600 million of principal amount of the Revolving Loans under the First Lien Credit Facilities, (ii) prepay $142,360,501.31 of the principal amount of the Dollar Tranche B Term Loans under the First Lien Credit Facilities, (iii) prepay $88,003,617.48 of the Euro Tranche B Term Loans under the First Lien Credit Facilities and (iv) repurchase €97,535,000.00 of the 2019 Notes under an asset sale offer. See Item 5 of this Part I, “B. Liquidity and Capital Resources—Sources of Credit—The Biomat Transactions;”
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●	On October 15, 2020, we acquired 100% of the equity of Alkahest, Inc. (“Alkahest”), a California biopharmaceutical company, for a total consideration of $146 million. In 2015, we had previously acquired a significant minority stake of Alkahest and, with this transaction, we gained total control of the company;
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●	On October 1, 2020, we acquired a plasma fractionation facility and two purification facilities located in Montreal, Canada, as well as 11 plasma collection centers in the United States, from South Korean firm GC Pharma, for a total consideration of $457 million. Once we finish renovations and obtain all necessary licenses and regulatory approvals for the Montreal facilities, we will become the only large-scale commercial manufacturer of plasma products in Canada. In 2025, the first phase was completed with the commissioning of an albumin purification and filling plant, and we started manufacturing albumin in the Montreal facilities. Phases II and III, currently under development, include the addition of a plasma-fractionation plant and a second IVIG purification and filling facility. We expect to begin plasma fractionation and gammaglobulin manufacturing by 2027;
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●	In June 2018, we completed the acquisition of German based pharmaceutical company Haema GmbH (formerly known as Haema AG) for a purchase price of €220 million;
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●	In August 2018, we completed the acquisition of U.S. based pharmaceutical company BPC Plasma Inc. (formerly known as Biotest Pharmaceuticals Corporation), for a purchase price of $286 million;
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●	In December 2016, we entered into an asset purchase agreement with Hologic Inc. (“Hologic”), to acquire Hologic’s nucleic acid testing (“NAT”) Donor Screening Unit. The transaction closed in January 2017 for a purchase price of $1.9 billion;
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●	In January 2014, we acquired the diagnostic business of Novartis Corporation (“Novartis”), for a purchase price of $1.7 billion;
●	In June 2011, we acquired U.S. based biotherapeutics company Talecris Biotherapeutics for a purchase price of $3.7 billion; and
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●	In July 2003, we acquired the assets of Alpha Therapeutics Corporation, including its plasma fractionation plant in Los Angeles, California, for a purchase price of $104 million.
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For further details of material changes in our operations, products and services, see Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations” and Item 6 of this Part I “Directors and Senior Management.” For further details of our principal capital expenditures and divestitures, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures, Other Intangible Assets and Rights of Use.”

B.	Business Overview

General

We are one of the leading global specialty plasma therapeutics companies developing, manufacturing and distributing a broad range of biological medicines based on plasma derived proteins. Plasma derivatives are proteins found in human plasma, which once isolated and purified, have therapeutic value. These protein-based therapies extend and enhance the lives of individuals who suffer from chronic and acute, often life-threatening, conditions, including primary and secondary immunological deficiencies, Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”), A1PI deficiency and related emphysema, immune-mediated ITP, Guillain Barré syndrome, Kawasaki disease, allogeneic bone marrow transplants, hemophilia A and B, Von Willebrand Disease, traumatic or hemorrhagic shock and severe burns. In addition, we have built a diagnostic business that focuses on researching, developing, manufacturing and marketing in vitro diagnostics products for use in clinical and blood bank laboratories. We also specialize in providing infusion solutions, nutrition products and medical devices for use in hospitals and clinics.

Our products and services are used by healthcare providers in over 100 countries to diagnose and treat patients with hemophilia, immune deficiencies, infectious diseases and a range of other medical conditions, and we have a direct presence, through the operation of commercial subsidiaries, in over 30 countries.

We are a leading producer in the industry in terms of total sales globally. We believe we have a top three market position in various segments of the plasma derivatives industry, including A1PI, IG and albumin as well as in terms of plasma collection centers and fractionation capacity. Our long-term aim is to further strengthen our leadership through the development of new and differentiated plasma-derived therapeutics, and the expansion of our global plasma collection footprint via acquisitions and greenfield projects.

We organize our business into five business units: Plasma Procurement, Biopharma, Diagnostic, Bio Supplies and Others.

Plasma Procurement. The Plasma Procurement business unit includes all activities relating to plasma collection, including the evaluation and screening of plasma donors and the operation of our plasma collection centers. We report no revenue from the Plasma Procurement business unit because all plasma collected in our facilities is sold to Grifols companies in the Biopharma business unit and the revenue from these intra-group sales is offset against the intra-group expenses related to such sale upon consolidation, ensuring that only external revenue is reflected in our financial information. Due to the internal-facing nature of its operations, we describe our Plasma Procurement operations under the Biopharma unit in this annual report on Form 20-F.

Biopharma (formerly Bioscience). The Biopharma business unit includes activities relating to the manufacture of plasma derivatives for therapeutic use, including the reception, analysis, quarantine, classification, fractionation and purification of plasma and the sale and distribution of end products. The main plasma products we manufacture are IG, Factor VIII, Alpha 1 (A1PI) and albumin. We also manufacture intramuscular (hyperimmune) immunoglobulins, ATIII, Factor IX and plasma thromboplastin component (“PTC”). The Biopharma business unit accounted for €6.5 billion, or 86.2%, of our total net revenue in 2025. 45

Table of Contents Diagnostic. The Diagnostic business unit focuses on researching, developing, manufacturing and marketing in vitro diagnostics products, including analytical instruments, reagents, software and associated products for use in clinical and blood bank laboratories, covering the entire value chain from donation to transfusion. We concentrate our Diagnostic business in transfusion medicine (immunology, immunohematology) and specialty diagnostics such as hemostasis. The Diagnostic business unit’s main customers are blood donation centers, clinical analysis laboratories and hospital immunohematology services. The Nucleic Acid Testing, or NAT, Donor Screening Unit is engaged in research, development, manufacturing and commercialization of assays and instruments based on NAT technology for transfusion and transplantation screening. NAT technology makes it possible to detect the presence of infectious agents in blood and plasma donations, contributing to greater transfusion safety. The Diagnostic business unit accounted for €640 million, or 8.5%, of our total net revenue in 2025.

Bio Supplies. Net revenue from Bio Supplies primarily consists of revenue related to biological products for non-therapeutic use and plasma sales to third parties. The Bio Supplies business unit accounted for €154 million, or 2.0%, of our total net revenue in 2025.

Other Activities and Operations. In addition to our four business units, we have other smaller operations, activities and business lines (“Others”), which revenue primarily originates from the provision of manufacturing services to third parties, third party plasma sales and research activities. Others also includes our Healthcare Solutions (formerly our Hospital Division). This business unit includes, in addition, pharmaceutical products manufactured by the Group and intended for hospital pharmacies, as well as the marketing of products that complement our own products. Others accounted for €243 million, or 3.2%, of our total net revenue in 2025.

Geographic Markets

We believe we are a leading plasma derivatives producer globally, ranking among the three largest producers in the industry in terms of total sales, along with Takeda and CSL Group. We are the world’s largest producer of A1PI, which is used for the treatment of A1PI deficiency-related emphysema.

We currently operate in over 100 countries through distributors and subsidiaries in over 30 countries. The United States is the largest sales region in the world for the plasma derivative sector. For the year ended December 31, 2025, the United States and Canada accounted for 56.5% of our total net revenue, the European Union accounted for 21.5% of our total net revenues (25.9% of which was generated in Spain) and the rest of the world accounted for 22.0% of our total net revenue.

Certain sales regions, particularly in emerging markets, have experienced continuous growth, driven by enhanced socioeconomic conditions, including a general increase in the testing of patients for immunodeficiencies, autoimmune diseases and low levels of alpha 1 protein, all conditions treatable by our products, more informed patients who are demanding better quality medical care, as well as increasing government healthcare spending on plasma derivative products. These emerging markets are expected to experience significant growth. Our presence and experience in Latin America, in countries such as Mexico, Colombia, Argentina, Chile and Brazil, where we have been marketing and selling products for over 20 years, has positioned us to benefit from this additional growth in both our Biopharma and Diagnostic business units. In the Asia-Pacific region, we have established a presence through our subsidiaries and representative offices in Malaysia, China, Thailand, Singapore, Australia, Japan, India, Hong Kong, Taiwan and Indonesia. We have also opened a Middle Eastern representative office in Dubai and Saudi Arabia.

We maintain a continuing focus on international expansion and acquisitions and will continue to selectively consider acquisitions that would generate operation synergies. For specific examples of acquisitions we have made to further enhance our operations, see “—A. History and Development of the Company—Important Milestones” above. 46

Table of Contents The following chart reflects a summary of net revenue by each of our geographic regions for the past three years:


		Year ended			Year ended			Year ended
		December 31,	% of total		December 31,	% of total		December 31,		% of total
Summary of Net Revenue by Region		2025	net revenue		2024	net revenue		2023		net revenue
		(in millions of euros, except for percentages)
European Union^(1)(2)^		1,614	21.5	%	1,499	20.8	%	1,256		19.1	%
United States and Canada		4,253	56.5	%	4,087	56.7	%	3,899		59.1	%
Rest of the World^(2)^		1,657	22.0	%	1,626	22.5	%	1,437		21.8	%
Total	****	7,524	100.0	%	7,212	100.0	%	6,592	****	100.0	%
(1)	Net revenue earned in the European Union includes net revenue earned in Spain.
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(2)	Net revenue earned in the European Union and Rest of World for 2024 has been adjusted compared to the amounts reported in our consolidated financial statements for the year ended December 31, 2024 to reflect a €42 million reclassification related to Biotest identified after their issuance. This reclassification has been incorporated in the consolidated financial statements for year ended December 31, 2025, and the presentation in this Form 20-F is consistent with the consolidated financial statements for year ended December 31, 2025.
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Principal Activities

We organize our business into five business units: Plasma Procurement, Biopharma, Diagnostic, Bio Supplies and Others. The Plasma Procurement business unit generates no revenues, as all plasma collected is sold to Grifols companies in the Biopharma business unit, and does not represent a distinct source of risks and returns as its activities are fully integrated within the Biopharma value chain. As a result, our presentation of consolidated financial information excludes Plasma Procurement as an operating segment. The following chart presents our total net revenues by each of our other business units for the past three years:


		Year ended				Year ended				Year ended
		December 31,		% of total		December 31,		% of total		December 31,		% of total
Summary of Net Revenue by business unit		2025		net revenue		2024		net revenue		2023		net revenue
		(in millions of euros, except for percentages)
Biopharma		6,487		86.2	%	6,143		85.2	%	5,558		84.3	%
Diagnostic		640		8.5	%	645		8.9	%	670		10.2	%
Bio Supplies		154		2.0	%	216		3.0	%	160		2.4	%
Others		243		3.3	%	208		2.9	%	204		3.1	%
Total	****	7,524	****	100.0	%	7,212	****	100.0	%	6,592	****	100.0	%

The Biopharma Business Unit

The Biopharma business unit is responsible for the research and development, production and marketing of plasma derivative products. In 2025, the Biopharma business unit accounted for 86.2% of our total net revenue. 47

Table of Contents Operational Structure

The following chart illustrates its operational structure:

From plasma donation to therapeutic application, there are four major steps in the industry value chain process: (i) plasma collection, (ii) transport and logistics, (iii) manufacturing (fractionation and purification) and (iv) marketing and distribution. We are present at all levels of the value chain, from collection centers to distribution of the final products. This vertical integration enables us to leverage our position at each stage to control the overall process, to benefit from lower prices and to introduce complementary products, such as those offered through the Bio Supplies and Diagnostics business units, to our customers. 48

Table of Contents Plasma Procurement

Plasma is the key raw material used in the production of plasma-derived products. We have expanded our plasma collection network through a combination of organic growth by opening new plasma collection centers and acquisitions. We obtain our plasma primarily from the United States and Europe (Germany, Austria, Czech Republic, and Hungary) through more than 400 operating plasma collection centers (310 in the U.S., 97 in Europe, and 8 in the rest of the world) and, to a much lesser extent, through agreements with third parties. Over the last few years, pursuant to the implementation of our business strategy, we have acquired plasma collection centers in the United States, Canada and Europe.

In 2025, we continued to manage our plasma supply efficiently, maintaining stability in cost per liter. This performance was supported by improved operational yields at donation centers, driven by the implementation in recent years of more efficient plasmapheresis equipment based on nomogram technology, which has increased process productivity. We also continued to optimize cost per liter of plasma collected through various initiatives aimed at streamlining structural costs, optimizing donor compensation, improving the donor experience, and increasing operational efficiencies across the entire center network. See “—Raw Materials” below and Item 5 of this Part I, “A. Operating Results—Factors Affecting our Financial Condition and Results of Operations—Operational Improvement Plan.”

We believe that the majority of our plasma requirements through 2026 will be met through plasma collected at our plasma collection centers and, to a lesser extent, purchased from third-party suppliers pursuant to various plasma purchase agreements. As we source the majority of our plasma internally, we are well positioned to ensure the availability of plasma for our manufacturing needs and assure the quality of the plasma throughout our manufacturing process.

We have implemented mechanisms to ensure that plasma donors meet the guidelines set forth by applicable regulations regarding, among other things, health, age and frequency of donations. Once the plasma donation is completed, as required by applicable regulations, we test every donation for pathogens such as HIV, hepatitis A, B and C, and parvovirus B19. If we discover a unit of plasma that cannot be used in the fractionation process, we notify the donor and remove all plasma previously donated by such donor from our inventory.

We describe our Plasma Procurement operations under the Biopharma unit in this annual report on Form 20-F because plasma collection is a fundamental part of our vertically integrated value chain. Rather than portraying plasma procurement as a standalone business, we integrate it into the Biopharma business unit’s description to reflect its primary role in securing raw materials for our plasma-derived therapies. This approach aligns with the industry practice of linking upstream supply chain activities to the core biopharmaceutical operations that generate end-products for commercialization. We believe that by consolidating the description of plasma procurement within Biopharma, we provide a clearer picture of how plasma sourcing directly supports revenue generation, cost efficiency and strategic decision-making, while also ensuring consistency in segment reporting and financial disclosures.

Transport and Logistics

Once plasma has been collected, it is frozen at the collection center and sent to fractionation centers. One essential aspect of this process is the implementation of safety procedures to guarantee the quality and safety of the donated plasma. To ensure preservation of the proteins found in plasma, plasma must be kept at or below a temperature of -20 degrees Celsius (-4 degrees Fahrenheit). In accordance with European and United States requirements, we store our plasma at a temperature of -30 degrees Celsius (-22 degrees Fahrenheit). During transportation, plasma is kept at a temperature at or below -20 degrees Celsius. Our frozen plasma is transported by two major transport companies, each supported by a network of logistic companies.

In the year ended December 31, 2025, we continued to see positive results from the initiatives related to our Operational Improvement Plan to optimize our supply chain and distribution logistics. These initiatives included maximizing available space in transport containers, increasing the amount of plasma transported per container by 7.0%, therefore reducing total transport figures. Other measures included optimizing the frequency of plasma collection routes in European workplaces, promoting full truckloads between plasma collection points, warehouses and the Barcelona manufacturing complex and using larger U.S. pallets to optimize storage and transport. 49

Table of Contents Fractionation and Purification

Once plasma has been obtained, it may be used for plasma transfusions. It may also be frozen (as fresh frozen plasma) and manufactured into plasma derivatives through the fractionation process. The fractionation process consists of the separation of specific proteins through temperature and pH changes, as well as the use of filtration and centrifugation techniques. Fractionation occurs in tanks at near freezing temperatures to maintain the integrity of the proteins. All known plasma derivative products can be fractionated from the same batch of plasma. As a result, the development of a new or higher yield plasma derivative product would likely generate incremental sales without increasing the requirement for additional plasma.

We currently operate two Biopharma manufacturing facilities in the United States (Clayton, North Carolina, and Los Angeles, California), one in Spain (Parets del Vallès), one in Ireland (Dublin), one in Canada (Montreal) and one in Germany (Dreieich). Our plasma derivative products are manufactured at our Clayton, Los Angeles and Parets facilities. Our Clayton facility is one of the world’s largest integrated protein manufacturing sites, including fractionation, purification and aseptic filling and finishing of plasma-derived proteins. In 2025, we began construction of a new plasma-fractionation plant in Lliçà de Vall (Barcelona, Spain) with the goal of doubling our fractionation capacity in Europe. See “—D. Property, Plant and Equipment.”

Currently, the Clayton, Los Angeles, Dreieich and Parets facilities are equipped and licensed to produce certain plasma derivative products for the United States, European and other markets. For example, we produce our Flebogamma DIF, Gamunex and Yimmugo IVIG products for all of our markets at the Clayton, Los Angeles and Parets facilities.

Through an agreement with Grifols Canada Plasma (formerly named Canadian Plasma Resources Corporation) we have the right to obtain plasma donated at collection centers owned by Grifols Canada Plasma. In November 2025, we acquired 50.1% of Grifols Canada Plasma. See Item 5 of this Part I, “A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions—Canadian Plasma Resources Corporation.”

On July 29, 2022, we executed a 15-year renewable collaboration agreement with Canadian Blood Services (“CBS”), a non-profit organization in Canada that operates on a national basis within the Canadian healthcare system. CBS provides services to patients on behalf of all provincial and territorial governments of Canada except Quebec, safeguarding Canada’s national system to provide lifesaving therapies related to blood, plasma, stem cells, organs and tissues. By means of this agreement, we committed to supply an amount of IG to CBS equivalent to 25% (2.4 million grams) of the Canadian patient consumption needs (excluding Quebec). In addition to plasma collected at Grifols Canada Plasma’s centers, we fulfill this agreement with other plasma collected from a Canada-based plasma collection center network owned and managed by us, manufacturing our products in our facility in Montreal, Quebec (described below).

As part of the arrangements with CBS, we have access to a network of 17 plasma collection centers in Canada, 8 of which are wholly owned by us. For each liter of Canadian plasma we use to supply IG, we will also supply to CBS all remaining manufactured paste for the processing of other plasma-derived products.

In October 2020, we purchased from GC Pharma a plasma fractionation facility and two purification facilities located in Montreal, Canada (as well as 11 plasma collection centers located in the United States). Once we finish renovations and obtain all necessary licenses and regulatory approvals for these facilities, we will become the only large-scale commercial manufacturer of plasma products in Canada. In 2025, the first phase was completed with the commissioning of an albumin purification and filling plant, and we started manufacturing albumin in the Montreal facilities. Phases II and III, currently under development, include the addition of a plasma-fractionation plant and a second IVIG purification and filling facility. We expect to begin plasma fractionation and gammaglobulin manufacturing by 2027.

We also continually optimize utilization of our fractionation capacity by obtaining FDA and EMA licenses, and completing further requirements, that allow us to purify at any of our other facilities intermediate products that are produced at one of our facilities. We have obtained the following FDA licenses, among others:

●	to sell Fesilty, fibrinogen concentrate indicated for the treatment of acute bleeding episodes in pediatric and adult patients with congenital fibrinogen deficiency;
●	to manufacture RhoD-C hyperimmune immunoglobulin using the caprylate purification/chromatography process;
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Table of Contents

●	to introduce a new presentation of Gamunex-C in a flexible sterile bag (Flexibag);
●	to expand the approved labeling of Thrombate III to include pediatric patients with hereditary antithrombin deficiency;
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●	to use at our Clayton facility the Fraction II+III made at both our Los Angeles and Parets facilities to make Gamunex;
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●	to use at our Los Angeles facility the Fraction II+III made at both our Los Angeles and Clayton facilities to make Gamunex;
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●	to use Fraction V obtained at our Los Angeles facility to produce albumin at our Parets facility;
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●	to use Fraction V obtained at both our Clayton and Parets facilities to produce Albutein in our Los Angeles facility;
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●	to use Fraction IV-1 obtained at our Los Angeles facility to produce Prolastina, an A1PI we market in Spain, at our Clayton facility;
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●	to use Fraction IV-1 obtained at our Los Angeles facility to produce Prolastin-C lyophilized at our Clayton facility;
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●	to use Fraction IV-1 obtained at our Clayton facility to produce Prolastin-C liquid at our Parets facility;
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●	to use the same method currently in place in our Parets facility to produce Fanhdi in our Los Angeles facility;
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●	to produce nano-filtered Gamunex and the 40 gram vial presentation; and
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●	to use Cryoprecipitate obtained at our Clayton facility to produce Alphanate at our Clayton facility, which is later sent to our Los Angeles facility to be filled.
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We are continuing our efforts to obtain additional FDA licenses of this nature. The flexibility provided through such licenses allows us to increase production efficiency and to better address changes in demand between the United States, the European Union and other world markets.

For more information on our manufacturing facilities, see “—D. Property, Plant and Equipment” below.

Safety

We have never experienced a mandatory recall of any batch of our finished biological products due to a safety risk. In alignment with our commitment to safety and quality, we have in the past voluntarily withdrawn some product lots as a precautionary measure due to a higher rate of allergic/hypersensitivity type reactions that we found to be isolated to a small subset of plasma donors. These withdrawals were conducted with the knowledge of the governmental authorities of the applicable jurisdictions. Our philosophy is that the health of the plasma donor and the patient are the paramount considerations. None of the withdrawn products involved reports of any significant impact on patients. We strongly believe that our safety philosophy is consistent with the business objective of generating profit. We also believe that we have a strong reputation for safety in our markets, thus making our products particularly attractive to customers. We further believe that our vertically integrated business model allows us to help assure the safety and quality of our plasma derivative products through the implementation of our safety standards.

The plasma collection, fractionation and purification process is long, complex and highly regulated. We have adopted and maintain rigorous safety standards that we believe exceed those required by health authorities in Europe and the United States. The Grifols Group is periodically inspected and certified for Good Manufacturing Practices (“GMP”) competent health authorities, such as European authorities, the FDA, and other relevant government authorities of other countries where our products are marketed. In 2025, we performed over 490 quality control supplier audits to ensure compliance with GMP. 51

Table of Contents We maintain standards that we believe are consistent with other industry participants with regard to plasma safety and are periodically certified by the Plasma Protein Therapeutics Association (“PPTA”), under the International Quality Plasma Program (“IQPP”), for plasma donation centers, and under the Quality Standards of Excellence, Assurance and Leadership Program (“QSEAL”), for fractionation plants. For example, source plasma inventory is held for not less than 60 days after donation, to allow for retrieval and destruction of plasma units if the donor is disqualified during this period (after seroconversion or due to high-risk behavior or international travel). We have also introduced innovative methods such as the Plasma Bottle Sampling system, which automatically prepares, codes and labels test samples at the time of plasma donation, and the PediGri On Line system, designed to provide full traceability of human plasma raw material throughout the plasma supply chain. See “—Distribution Process” below. We conduct routine health screenings and medical evaluations before each donation, ensuring plasma donor health remains a priority.

Our manufacturing plants have been designed to comply with the current GMP standards and applicable regulations for clean areas, and are designed to minimize clean areas as well as human intervention, with the objective of lowering the risk of contamination. The facilities are subject to a cleaning and sanitizing plan and to a corrective and preventive maintenance program. Periodically, we voluntarily shut down all of our manufacturing facilities to perform maintenance work, expansion projects and other capital investments. Our manufacturing facilities have never been subject to mandatory shut down because of regulatory noncompliance while under our operation. We believe that our voluntary shutdown procedure lowers the risk of any mandatory shutdown.

We have processes in place to ensure that all of our plasma derived products are manufactured strictly following validated and approved procedures, and in accordance with the corresponding marketing authorization. Also, each manufacturing process includes at least one validated specific virus inactivation or removal step as a precautionary measure to avoid improbable virus contamination.

Since our products are proteins that cannot be terminally sterilized, they therefore are sterilized by filtration before being aseptically filled in their final container. We have patented the Grifols Sterile Filling (“GSF”) system which minimizes the risk of microbial or particulate contamination during the aseptic filling process. During this process, sterilized containers are filled with the product under Grade A laminar air flow. The partially closed containers (vial with stopper and protector) are sterilized prior to filling. The container closure unit remains partially closed until the moment of filling, after which it is immediately sealed thus reducing the risk of contamination by reducing the product and container exposure to the controlled environment. The filling process is recorded, which enables us to identify the cause of, and rectify more easily, any related problem. These records are maintained according to our data retention policy.

Once aseptically filled, each unit of product is laser-marked with the objective of individually identifying each container and preventing and detecting counterfeits. This allows us to protect the integrity of our manufacturing process.

After plasma derivatives are manufactured, every unit of each lot is visually inspected in order to detect the presence of foreign particles or other imperfections in the container closure system. Each lot is also tested during production and at the end of the manufacturing process according to the licensed specifications, marketing authorization and corresponding Pharmacopoeia monographs. All processes are overseen by the quality systems in place at Grifols with the objective of ensuring that products are marketed with the appropriate quality, purity, potency and safety.

Finally, once the product is marketed, our pharmacovigilance system allows us to control all potential adverse reactions resulting from the administration of our products, and our surveillance system tracks adverse incidents due to the use of medical devices and in vitro diagnostic, thus ensuring the safety of our products around the world.

We continually invest in the improvement of our manufacturing facilities and plasma fractionation process, as well as in other related systems, in order to ensure the quality and safety of our products. 52

Table of Contents Distribution Process

With each batch of plasma derivatives, we deliver electronic information regarding the origin, characteristics and controls of each of the units of plasma that we use in the preparation of the batch to our customers. This feature, called the PediGri On Line system, allows healthcare users of our products and regulatory authorities to have immediate and easy access to this information, tangible proof of the full traceability of our products. We have had this system in place since 1996, and we believe we are the only fractionator that provides this feature to customers.

We have our own sales and distribution networks covering substantially all of our markets, staffed with highly trained personnel. A majority of our sales in 2025 were made through our own distribution network, which is experienced in the proper handling of our products. We believe that this network provides for greater safety because it allows us to track our products and react quickly in the case of a potential product recall. In countries where we do not have our own distribution network, we use carefully selected distributors who are required to follow all of our safety standards.

For further information, see “—Marketing and Distribution” below.

Biopharma Products and Services

Collected plasma, whether source or recovered, is fractionated into different component proteins. We fractionate and purify a broad range of plasma derivative products that improve patient care. Our Biopharma business unit also sells a non-plasma derivative medicinal product, Tavlesse (fostamatinib), in Europe.

Table of Contents The chart below presents our principal products by brand name and their respective therapeutic indications:

Product Description		Main Therapeutic Indications
Gamunex/Gamunex-C. Immune Globulin Injection (Human), 10% Caprylate/Chomatography Purified. Flebogamma 5% and 10% DIF. Immune Globulin Intravenous (Human).		Globally, IVIG is used for the treatment of: primary and secondary immunological deficiencies and autoimmune conditions including immune-mediated ITP; Measles pre/post exposure prophylaxis in patients to whom active immunization is contraindicated or not advised; Guillain Barré syndrome; Kawasaki disease; chronic inflammatory demyelinating polyneuropathy (“CIDP”); and multifocal motor neuropathy (“MMN”). Severe acute myasthenia exacerbations is an approved indication for Gamunex-C in Europe.

Xembify. Immune Globulin Subcutaneous (Human) - klhw 20% solution.		In the United States, it is used to treat Primary Humoral Immunodeficiency (“PI”). In Europe and Australia, Xembify is also indicated to treat hypogammaglobulinaemia and recurrent bacterial infections in patients with chronic lymphocytic leukaemia (“CLL”) in whom prophylactic antibiotics have failed or are contra-indicated, hypogammaglobulinaemia and recurrent bacterial infections in multiple myeloma (“MM”) patients, and hypogammaglobulinaemia in patients pre- and post- allogeneic haematopoietic stem cell transplantation (“HSCT”).

HyperRAB Rabies Immune Globulin (Human).		Anti-rabies immunoglobulin indicated for postexposure prophylaxis, along with rabies vaccine, for all persons suspected of exposure to rabies who have not been previously vaccinated with a rabies vaccine and have a confirmed adequate rabies antibody titer.

Prolastin/Prolastin-C/ Prolastin-C Liquid/Prolasplan/ Prolastina/Pulmolast/Lynspad. Alpha 1-Proteinase Inhibitor (Human).		Used to treat adults with clinical evidence of emphysema due to severe hereditary alpha-1 antitrypsin deficiency (“A1PI deficiency”).

Fanhdi and Alphanate. Antihemophilic Factor/von Willebrand Factor Complex (Human).		Used for the prevention, management and control of bleeding in Factor VIII deficiency (hemophilia A) and indication for Von Willebrand Disease.

Koate-DVI. Antihemophilic Factor (Human).		Used for the prevention and control of bleeding in Factor VIII deficiency (hemophilia A).

Albutein/ Albutein FlexBag / Human Albumin Grifols/Plasbumin. Albumin (Human) 5%, 20% and 25%.		Used to re-establish and maintain circulation volume in the treatment of hypovolemia (i.e., traumatic or hemorrhagic shock, septic shock and severe burns) and to treat complications related to Cirrhosis.

Vistaseal/VeraSeal. Human fibrinogen/human thrombin.		Used as a supplemental treatment in adults where standard surgical techniques are insufficient for improvement of haemostasis, and as suture support in vascular surgery.

Tavlesse. Fostamatinib Disodium Hexahydrate Film Coated Tablets.		Used for the treatment of chronic immune thrombocytopenia (“ITP”) in adult patients who are refractory to other treatments.

Intravenous immunoglobulin (IVIG)

Gamunex-C IVIG, a ready-to-use liquid IVIG product, is one of the leading products in the IVIG segment. We believe Gamunex-C IVIG is one of the premium products in its category since its launch due to a comprehensive set of differentiated product characteristics. We are one of the market leaders in the production and marketing of immunoglobulin, with 26.0% market share in volume in the United States for the twelve-month period ended September 30, 2025, according to PPTA. 54

Table of Contents Subcutaneous Immunoglobulin (“SCIG”)

Xembify, our 20% SCIG, was first launched in the United States in 2019, with the indication for treatment of primary immunodeficiencies. In 2024, the FDA approved a label expansion that allows patients who are IG treatment-naïve (meaning, who have never received a certain drug or therapy for a specific condition) to start SCIG therapy with Xembify without having to first go through IVIG therapy, making Xembify the first 20% SCIG product in the United States with such indication. This FDA approval also included new biweekly dosing (as opposed to the prior weekly dosage) enhancing flexibility and convenience for patients. Xembify is also approved for use in both primary and secondary immunodeficiencies in Canada and several countries in the European Union. We launched Xembify in eleven additional countries between 2023 and 2025 (Spain and Australia in 2023, followed by Norway, Sweden, France, Czech Republic, Slovakia, Iceland, Finland, the United Kingdom in 2024 and Italy in 2025).

In 2025, we continued the Phase III clinical trial program evaluating the safety, efficacy and pharmacokinetics of Xembify in the prevention of infections in patients with chronic lymphocytic leukemia (CLC), multiple myeloma (MM) and Hodgkin lymphoma (HL) with secondary immunodeficiency (SID).

Human Rabies Immunoglobulin (“HRIG”)

We believe HyperRAB is the world’s leading HRIG indicated for postexposure prophylaxis, along with rabies vaccine, for all persons suspected of exposure to rabies who have not been previously vaccinated with rabies vaccine. HyperRAB, a 300 IU/ml formulation of which is available in the United States, is the only HRIG provided as a higher-potency formulation, potentially requiring fewer injections in administration of each dose. We had an estimated 87.0% market share in sales of anti-rabies immunoglobulins in the United States as of December 2025.

Alpha-1-Antitrypsin Augmentation Therapy (AAT)

We believe that we are the global market leader in the sales of AAT products. On December 31, 2025, our AAT products had 76 licenses in 29 countries worldwide, 56 of which are located in North America and Europe. Based on our estimations we had more than a 69.0% global sales market share for AAT as of December 2024. Our main brand for AAT products is Prolastin, a chronic augmentation and maintenance therapy to treat emphysema related to severe hereditary A1PI deficiency. We sell the freeze-dried powder formulation of Prolastin primarily in North and South America and Europe. Between 2024 and 2025, we launched new 4- and 5-gram vial sizes for this formulation of Prolastin in a number of countries in Europe, including Germany, Denmark, France, Austria, Spain, Portugal and Italy. In addition, our ready-to-use liquid formulation of AAT (Prolastin-C Liquid) is FDA-approved and sold in the United States. We are currently conducting a worldwide clinical trial (SPARTA) to meet post-approval regulatory commitments and obtain regulatory approval for Prolastin-C Liquid in Europe. In 2024, we sponsored over 150,000 genetic tests to rapidly accelerate patient diagnosis.

Hemophilia A

Between Koate-DVI, Fanhdi and Alphanate, all products to control bleeding in hemophilia A patients, we had an estimated 13.8% market share based on volume globally in the pdFVIII hemophilia A market in 2024 (excluding Von Willebrand Disease use).

Albumin

We have several albumin-based products, primarily under our Albutein brand. We sell our albumin-based products globally, with an estimated 17.6 % market share in sales volume in 2025. Our albumin products meet U.S., European and Chinese requirements, making them attractive to biotechnology companies and genetic labs, as well as hospitals and physicians. In 2021 and 2022, we launched and began to market in the United States Albutein 25% and 5% FlexBag, a flexible container designed to add convenience, ease of use, and durability. In 2025, sales of Albutein 25% and 5% FlexBag in the United States represented 19.0% of the total Albutein brand sales (as compared to 15.0% in 2024). 55

Table of Contents Chronic Immune Thrombocytopenia (ITP)

Tavlesse, the first oral therapy commercialized by Grifols Biopharma, is a novel SYK-inhibitor in-licensed from Rigel Pharmaceuticals for commercialization in Europe and additional markets in the Middle East and North Africa. Tavlesse is indicated to treat chronic immune thrombocytopenia in adult patients who are refractory to other treatments. In 2024, we launched Tavlesse in Slovakia and the United Arab Emirates and also sell the product in Czech Republic, Norway, Denmark, The Netherlands, Germany, Spain, Italy, France Poland, Finland, Ireland and the United Kingdom. In 2025, we expanded our Tavlesse sales into Saudi Arabia.

Other Products

We produce antithrombin products such as Anbinex and Thrombate III, which are used in the prevention and treatment of thromboembolic complications in patients with antithrombin deficiency; and AlphaNine, Profilnine and Factor IX Grifols, which are used in the prevention and control of bleeding in patients with hemophilia B.

We commercialize intramuscular (hyperimmune) immunoglobulins, which are used for the prevention and treatment of tetanus, prevention and treatment of hepatitis B, and Rh factor complications during birth. Niuliva and Igantibe are used after liver transplants to prevent hepatitis B reinfection of the graft.

We also manufacture Vistaseal/Veraseal, a biological fibrin sealant composed of fibrinogen and human thrombin used in surgical operations to expedite the healing process. This product is commercialized in the United States and Canada, in some European countries (i.e. Germany, United Kingdom, Switzerland, Estonia, Latvia, Lithuania, Austria, Ireland, Netherlands, France and Italy) as well as in South Korea, Taiwan, Singapore, Puerto Rico, Israel and Australia by Johnson & Johnson MedTech (a Johnson & Johnson company). In 2024, VistaSeal received approval to treat surgical bleeding in pediatric patients with its fibrin sealant solution in the United States, Canada and Australia.

To sell medicinal products, we must first register the products with the relevant authorities of the jurisdictions where the products are to be marketed and sold. To comply with the regulatory requirements in a given jurisdiction, we have a core team in Spain and the United States that prepares, files and coordinates the registration process with the technical personnel at the subsidiary assigned to that jurisdiction. As of December 31, 2025, we had 1,117 Biopharma product licenses registered in 90 countries throughout Europe, the United States, Latin America, Asia and the rest of the world. As of December 31, 2025, our most significant government-issued licenses for Biopharma products are:

●	Gamunex/Gamunex-C/Flebogamma DIF. We have 227 licenses for the marketing and sale of one or more IVIG products;
●	Xembify. We have 53 licenses for the marketing and sale of this product;
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●	Prolastin/Prolastin-C/ Prolastin-C Liquid/Prolasplan/Prolastina/Pulmolast/Lynspand. Alpha 1-Proteinase Inhibitor (Human). We have 76 licenses for the marketing and sale of one or more of these A1PI products;
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●	Fanhdi/Alphanate/Koate- DVI Factor VIII. We have 214 licenses for the marketing and sale of one or more of these Factor VIII products;
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●	Albutein/Human Albumin Grifols/Plasbumin. We have 281 licenses for the marketing and sale of one or more of these albumin products in their various concentrations;
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●	VistaSeal/VeraSeal. We have 35 licenses for the marketing and sale of this product; and
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●	Tavlesse. We have EMA authorization for Tavlesse in the European Union and national authorization in the United Kingdom. Tavlesse is currently sold in Czech Republic, Norway, Denmark, The Netherlands, Germany, Spain, Italy, France, the United Kingdom, the United Arab Emirates, Slovakia, Finland, Poland, Sweden and Iceland.
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Table of Contents In addition to the sale of products described above, we also support and collaborate with countries to increase their plasma self-sufficiency. The company leads this objective through the Grifols Self-Sufficiency Program. In parallel, its global industrial plasma fractionation programs contribute to reducing healthcare costs, promoting better and greater access to plasma treatments, and contributing to more sustainable healthcare systems. In Spain, we operate under a centralized plasma fractionation contract with the Spanish Ministry of Health. Under this framework, recovered and source plasma collected by Spanish transfusion centers are fractionated and further manufactured into plasma-derivatives products under our brand name for hospital use. We receive service fees from the applicable transfusion entities for the fractionation and manufacturing services provided under this arrangement. We also maintain similar arrangements with other public-sector counterparties, including in Italy (Emilia Romagna Region), and support self-sufficiency initiatives in Canada and Egypt through strategic collaboration agreements, including with Canadian Blood Services (CBS) and with the Egyptian government.

Furthermore, the product launches and regulatory approvals obtained during the year will continue strengthening the Biopharma portfolio and its competitive positioning. In the U.S, Yimmugo was launched following FDA approval. This next-generation intravenous immunoglobulin, developed and manufactured at Biotest’s facility in Germany and marketed in Europe since 2022, expands the Group’s immunoglobulin offering to meet growing market demand. Distribution in the U.S. is carried out through Kedrion Inc., and it is expected to contribute positively to the Group’s future growth.

Additionally, after obtaining the corresponding regulatory approvals, we began marketing Prufibry in Europe in 2025. This fibrinogen concentrate is indicated for the treatment of congenital (CFD) and acquired (AFD) fibrinogen deficiency. The launch began in Germany and was followed by Austria, with a progressive introduction planned across additional EU countries. We also obtained FDA approval for Fesilty, our fibrinogen concentrate indicated for the treatment of acute bleeding episodes in pediatric and adult patients with congenital fibrinogen deficiency. Commercialization in the United States is expected in the first half of 2026, enabling us to strengthen our position in high-value specialized therapies.

The Diagnostic Business Unit

The Diagnostic business unit, which accounted for €640 million, or 8.5% of total net revenue in 2025, focuses on researching, developing, manufacturing and marketing in vitro diagnostics products, including analytical instruments, reagents, software and associated products for use in diagnostic clinical and blood bank laboratories.

On December 31, 2025, more than 97.0% of our in vitro diagnostics products, including, but not limited to, Gel cards, Reagent Red Blood Cells and Molecular Diagnostics assays, had received In Vitro Diagnostic Regulation (“IVDR”) certification. IVDR is the regulatory basis for placing on the market, making available and putting into service in vitro diagnostic medical devices in the European market. We are currently implementing all remaining requirements to obtain IVDR certification in a timely manner for all of our in vitro diagnostics products. Additionally, we have several approvals in other markets, including FDA approvals in the United States for the majority of our portfolio.

The main areas of specialization of this business unit are transfusion medicine and specialty diagnostics.

In transfusion medicine, we have a significant market share in NAT blood donor screening solutions. In addition, we have increased our sales in the Blood Typing segment with automated immunohematology systems and reagents to hospital transfusion services and blood centers in several key global markets. We also continue to grow our portfolio of specialty diagnostic products in selected areas, including autoimmunity and infectious diseases. Our principal diagnostic products are: 57

Table of Contents

Product Description		Main Applications

Transfusion Medicine:

Procleix Panther systems/Procleix Panther with Automation Ready Technology (ART). Automated NAT blood screening systems, assays and software.		Used to detect infectious viruses and parasites in donated blood and plasma including: HIV (Types 1 & 2); Hepatitis A, Hepatitis B, Hepatitis C and Hepatitis E; parvovirus B19; Plasmodium, Babesia and Arbovirus like, Chikungunya, West Nile Virus, Dengue, Zika.

Wadiana/Erytra /Erytra Eflexis analyzers. Automated immunohematology analyzers that use gel agglutination technology to enable automatic processing of DG Gel system, including DG Gel cards, reagent red blood cells, antisera and associated software. Manual and semiautomated equipment are also part of the DG Gel system.		Used for routine pre-transfusion compatibility testing, including blood typing, unexpected antibody screening and identification, extended phenotype and cross-match tests, among others.

BLOODchip ID/ IDCore^XT^/ IDHPA^XT^/ IDRHD^XT^ / IDCORE^CONTROL^ / BIDS^XT^. A multiplex blood group genotyping family of products based on Luminex technology, including kits for the main allelic variants of red blood cells, human platelet antigens, a positive control for ID CORE^XT^, and an accompanying software.		Used to help determine blood groups in individuals who may not be able to be typed with traditional blood grouping methods due to recent transfusions, autoantibodies, or other limitations.

Antigens. Critical component of certain infectious disease tests.		Used in the manufacture of clinical diagnostic and blood donor screening immunoassays.

Specialty Diagnostics:

Promonitor. Highly specific immunoassays for quantification of serum drug levels and anti-drug antibodies of various biological drugs.		Used to measure quantity of drug and antibodies for a number of biological drugs, commonly used in the treatment of various inflammatory diseases.

AlphaID^TM^. Genetic test for patients for alpha-1 deficiency.		This is a free cheek swab to screen for alpha-1, the most common genetic form of Chronic Obstructive Pulmonary Disease (“COPD”).

We manufacture most of our gel cards and red blood cells and assemble our immunohematology analyzers at our Parets facility in Spain. We also manufacture gel cards in Australia and red blood cells in Switzerland. We manufacture antigens at our Emeryville facility in the United States, while oligos and other critical components of the transcription-mediated amplified NAT kits for blood and plasma infectious diseases screening are manufactured at our San Diego facility in the United States. We also started manufacturing gel cards and RRBCs in our San Diego facilities in 2025.

In several countries, we distribute BLOODchip blood group genotyping tests manufactured by our subsidiary Progenika Biopharma, S.A. (“Progenika”). This product line includes ID CORE XT, which determines 37 antigens of red blood cell groups, ID RHD XT, a molecular diagnostic kit that detects the most relevant RhD variations, HPA-1 and ID HPAXT kit to determine 12 Human Platelet Antigen (“HPA”) systems. BIDSXT is the software tool that allows the analysis, interpretation and database management to transmit the results to the Laboratory information system (“LIS”).

The production, marketing and sale of many of our Diagnostic business unit products are subject to the prior registration of such products with the relevant authorities of the applicable jurisdictions. As of December 31, 2025, we had 4,117 diagnostic product licenses registered in over 50 countries in Europe, the United States, Canada, Latin America, Asia-Pacific, Middle East and Africa. In addition to the products noted above, we offer our customers solutions developed in collaboration with, or manufactured by, third-parties that we believe complement our product lines.

Our Diagnostic business unit includes a complete line of products and systems to ensure compatibility between donors and patients for safe transfusion aimed at detecting the pathogenic agents of transfusion-related infectious diseases such as HIV (Types 1 & 2), Hepatitis A, Hepatitis B, Hepatitis C, Hepatitis E, parvovirus B19, Plasmodium, Babesia and Arboviruses such as Chikungunya, West Nile Virus, Dengue and Zika. 58

Table of Contents Recent Efforts in Transfusion Medicine

As part of our strategy of geographic expansion, we continue to consider requests to include NAT screening for blood and plasma donations in countries as they develop their health systems. From 2020 to 2025, we entered several new countries, such as Guatemala, Paraguay, Czech Republic and Sweden. In recent years we have focused on obtaining FDA and other regulatory approvals to expand our portfolio. The following table summarizes such recent efforts:

Product Description and Main Applications		Licensing Update	****
Procleix Quality Controls, intended for use as an external assayed quality control material to monitor the performance of several assays performed on the Procleix Panther system.		FDA 510(k) clearance in 2022.

Procleix Plasmodium Assay, for use on the Procleix Panther System, in Brazil.		Approval in Brazil in 2023.

Through our U.S. subsidiaries Biomat USA and Grifols Bio Supplies, Inc (formerly named Interstate Blood Bank Inc.), we have entered into an agreement with Creative Testing Solutions (“CTS”), a nonprofit blood donor testing laboratory organization in the United States. Pursuant to this agreement, which was amended in 2025, CTS agreed to operate until 2045 (renewable for up to another ten years) our three testing laboratories located in Memphis, Tennessee and San Marcos and Austin, Texas, to perform donor screening for blood and plasma collections.

Grifols Laboratory Solutions will continue to provide specialty testing as well as diagnostic solutions for clinical issues related to Molecular and Serological Immunohematology. The facility in Austin, Texas, provides testing, consultation and integrated solutions to optimize patient care for specialists in Hematology, Oncology, Perinatology, Obstetrics, Pharmacy, Transplantation and Transfusion Medicine.

We operate a product line of high-quality antigens — including HIV and HCV antigens — that are critical components of immunoassay diagnostics and blood screening applications. Our joint business arrangement with Ortho (QuidelOrtho), initiated over 40 years ago, was originally focused on the development and production of HIV and HCV antigens by us and the profit-sharing of related assay sales by Ortho. As this market has matured over time, we agreed to terminate the arrangement effective January 1, 2026, pursuant to a Settlement and Termination Agreement executed on April 11, 2026. We agreed on a settlement amount of $65.0 million to be paid by QuidelOrtho to us as a final and comprehensive settlement of all matters arising from the termination, payable in three installments: $25.0 million in Q2 2026, $25.0 million in Q1 2027, and $15.0 million in Q1 2028. In connection with the termination, we entered into a new multi-year Exclusive Supply Agreement with Ortho under which we continue to manufacture and supply antigens to Ortho, as well as to third parties including Abbott Laboratories, Siemens and OraSure Technologies.

Table of Contents The table below summarizes our recent efforts to obtain more licenses and increase the market of our immunohematology products:

Immunohematology Product Description and Main Applications		Licensing Update

Blood Typing Manager, designed to aid in the interfacing and managing of data among immunohematology instruments, blood establishment computer software and laboratory information systems as part of the DG Gel System.		CE mark in 2022; FDA 510(k) clearance in 2022; Approval in Brazil 2023.

Weak D Control, to ensure accurate validation of weak D results, supporting blood banks and donor centers in maintaining the highest standards of quality and compliance. By confirming agglutination, it verifies that RhD typing procedures are functioning correctly, reinforcing routine quality control processes. It is a dual-use weak positive control with a confirmed weak expression of the RhD antigen to be used in parallel with D typing tests either using DG Gel System or tube technique.		CE Mark in 2025.

Grifols sCD38, designed to counteract daratumumb-mediated pan-reactivity without significantly diluting the patients’ plasma and enables subsequent screening and identification of irregular antibodies in DG Gel system and tube techniques, and crossmatch in DG Gel system. Daratumumab is a CD38-directed monoclonal antibody for treating multiple myeloma. However, during treatment the drug binds to the CD38 protein on red blood cells and can alter the results of critical blood pre-transfusion tests. This can delay lifesaving transfusions for these patients.		CE mark in 2022. Approvals in Brazil, Vietnam and Singapore in 2025.

DG Gel 8 Direct Coombs card, used for the evaluation of the direct antiglobulin test of two different human blood samples. This product is designed to differentiate red blood cells sensitized in vivo by IgG type immunoglobulins or the complement C3d fractions. The card is intended to be used with the DG Gel System.		FDA approval in 2022.

The DG Gel DC Scan Plus, intended to be used in gel technique for the evaluation of the direct antiglobulin test. This test permits the differentiation of red blood cells sensitized in vivo by IgG, IgA and IgM type immunoglobulins and/or with the complement C3b, C3d and C4b fractions in human blood samples. The DG Gel DC Scan Plus card is intended for the investigation of clinical situations where the presence of hemolysis has been established, or is suspected, to distinguish immune from nonimmune hemolytic anemia. The card can be used manually or with automated instruments of the DG Gel System.		CE mark in 2022; Approval in Brazil 2023; Approval in Australia 2023. Approval in Mexico 2025.

Sero-Cyte Pool Dia 0.8%, designed for routine testing for the screening of irregular antibodies, including the antigen Dia, in donors. This reagent complements the existing reagent red blood cells and allows us to reinforce our presence in markets, such as Brazil, where the identification of the antigen Dia is required by local regulations.		CE mark in 2022; Approval in Brazil 2023.

DG Reader NET, a single card processing platform operating with the same consumables and reagents as our fully automated systems. This product is designed to be used on our DG Gel systems.		CE mark in 2016; FDA 510(k) clearance in 2018; Approval in China 2023.

Procleix Plasmodium Assay, an assay to detect ribonucleic acid (“RNA”) from Plasmodium species (P. falciparum, P. knowlesi, P. malariae, P. ovale, and P. vivax) in whole blood specimens that cause Malaria disease. The assay is designed to be used for routine screening by blood banks on the Procleix Panther system, where we estimate that we are currently the market leader and continue our efforts to offer innovative solutions to blood banks.		CE Mark in 2022.

DG Gel Neutral, is a gel card used for the detection of antibodies to red blood cell antigens and as a control microtube, supporting saline and enzymatic immunohematology techniques within the DG Gel System. DG GEL Rh Pheno is a gel card designed for the determination of Rh blood group antigens (C, E, c, and e) on red blood cells, enabling efficient and reliable Rh phenotyping using gel technology.		Registered in China in 2025.

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Immunohematology Product Description and Main Applications		Licensing Update

DG Gel Card, original 8-well gel cards based on column agglutination technology, used for blood group typing and investigation of unexpected antibodies, and compatible with manual, semi-automated, and fully automated DG Gel systems. Red-cell reagents (DG Gel system), standardized reagent red blood cells used with DG Gel cards to support blood typing, antibody screening, and antibody identification in column agglutination testing.		Obtained FDA license to manufacture at San Diego facility in 2025.

Data-Cyte Plus P 0.8%, our first papain-treated red-cell panel.		Obtained FDA license to manufacture in the U.S. in 2025.

In addition, in 2025, we entered into a strategic agreement with Inpeco, a global leader in laboratory automation solutions, pursuant to which we have the exclusive right to sell certain of Inpeco’s TLA automation technologies to transfusion medicine labs, aiming to modernize workflows and boost efficiency. The agreement also enables us to expand our diagnostic offering with scalable automation capabilities adaptable to laboratories of different sizes and evolving technological needs;

Specialty Diagnostics

We retain the first FDA-approved biological molecular test that uses the DNA of the patient for the diagnostic. This genetic test to detect alpha-1 antitrypsin deficiency (the “A1AT Genotyping Test”) can be conducted on DNA extracted from blood as well as a drop of blood collected on paper (a “Dry Blood Spot”) or human saliva samples collected as buccal swabs. This test was developed by Progenika. In 2022, A1AT Genotyping Test was also CE-marked. Although highly complex, the test has been designed so any molecular biology laboratory can process it with minimal human intervention.

AlphaID, our cheek swab that greatly simplifies the sample collection process, allows physicians and healthcare providers to obtain a sufficient oral sample for alpha-1 screening avoiding the need to order lab results. The test has been available in the U.S. since 2019. Our subsidiary Progenika has developed a free service named “AlphaID At Home Genetic Health Risk Service,” offering, directly to homes, a diagnostic solution to potential patients of alpha-1 antitrypsin deficiency. Since its FDA approval in 2022, this complex multidisciplinary project has brought together six international companies led by Progenika. Since its May 2023 launch, almost 100,000 AlphaID At Home kits have been requested and more than 35,000 people have taken the test.

Through our subsidiary Progenika, we manufacture a genetic diagnosis test for Familial Hypercholesterolemia (“FH”) using next generation sequencing technology (“NGS”). The Diagnostic business unit continues its efforts to broaden the Promonitor line, used to monitor biologic drugs as sales continue in Chile, select European Union countries, Australia and in the U.S. The Promonitor product line includes an ELISA (enzyme-linked immunoabsorbent assay) device line also developed by Progenika to monitor patients being treated with biological medicines for rheumatoid arthritis and other chronic inflammatory diseases. Progenika also co-developed with DIESSE Diagnostica Senese the Chorus Promonitor, an adaptation of the Promonitor ELISA kits to DIESSE’s Chorus Analyzer.

Pursuant to an exclusive agreement with AESKU Diagnostics GmbH & Co. (“AESKU”), we distribute autoimmunity diagnostic products in Chile, Mexico, Portugal and Spain.

The Bio Supplies Business Unit

The Bio Supplies Business Unit provides human biological materials for the biotechnology industry intended for research, clinical trials and manufacturing of pharmaceutical and diagnostic products. Most materials and products come from our collection centers with vertical integration manufacturing processes (in-house production). The Bio Supplies business unit accounted for €154 million, or 2.0% of our total net revenue in 2025.

Products in our Bio Supplies business unit cover a broad spectrum of applications where the need for human-based biological material cannot be replaced by other types of products, such as:

●	Cell Therapy: providing human-based cell culture supplements, plasma proteins, and leukocyte apheresis (white blood cell concentrate obtained through apheresis and used in the development of new cell therapies).

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●	Pharma Manufacturing: human-based plasma proteins to be used as excipients (i.e. inactive substances that serve as vehicles or mediums for a drug or other active substances in the manufacturing of therapeutic drugs). Human plasma and intermediates used to manufacture plasma derived medicines.
●	Diagnostic Manufacturing: human blood cells, proteins, plasma and serum for the manufacturing of quality controls and calibrators used in in vitro diagnostics tests.
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●	Life Science Research: Human blood derived products and biospecimens used in life science basic research or by in vitro diagnostic companies to develop and validate their analytical assays.
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Our Bio Supplies business unit also sold plasma to third parties in 2024 and 2025.

Other Activities and Operations (“Others”)

“Others” represents operations and activities, including the provision of manufacturing services to third parties and third-party plasma sales, and pharmaceutical products manufactured by the Grifols Group intended for hospital pharmacies.

Since 2022, the activities of our former “Hospital Division” were significantly reduced, which caused us to reallocate such activities and related products into a smaller business line named healthcare solutions (“Healthcare Solutions”), which is also accounted as Others. Others accounted for €243 million, or 3.2%, of our total net revenue in 2025.

The Healthcare Solutions business line provides services and manufactures products used by hospitals, blood banks, plasma collection centers and other healthcare systems. These products include parenteral solutions, robotics and software, as well as third parties’ products that we market to supplement the products that we manufacture. The Healthcare Solutions business accounted for €138 million, or 1.8%, of our total net revenue in 2025.

Research and Development

Research and development is a significant aspect of our business. Our principal research and development objectives are (i) to discover and develop new products, (ii) to research new applications for existing products and (iii) the improvement of our manufacturing processes to improve yields, safety and efficiency. In the years ended December 31, 2025, 2024 and 2023, our research and development spending was €426 million, €384 million and €395 million, respectively. In the last five years, we invested a total of €1.9 billion in research and development and innovation.

On December 31, 2025, we had an amount of approximately €1.7 billion as development costs in progress (compared to €1.7 billion at December 31, 2024). This includes (1) an amount of €267 million in ongoing research and development projects for products for neurodegenerative disorders, neuromuscular diseases, and ophthalmological diseases acquired from Alkahest; and (2) an amount of €895 million in ongoing research and development projects in plasma therapies acquired from Biotest (Fibrinogen and Trimodulin). See Note 7 to our audited consolidated financial statements included in this annual report.

In addition, as of December 31, 2025, we had 1,379 scientists and support staff dedicated to research and development.

We have several decades of successful innovation history. For example, we developed a unique fractionation design that reduces the risk of contamination and maintenance costs and increases the amount of product extracted per liter of plasma. We also developed the first centrifugation unit for the automated cleaning of blood cells. In addition, we were one of the first plasma fractionators to conduct double viral inactivation processes for Factor VIII and have designed and implemented a new process for the sterile filling of vials that reduces exposure to potential contaminants as compared to other existing processes. Further, we have developed a nanofiltration method of viral inactivation for our IG, alpha-1 PI, and ATIII products.

Our key therapeutic areas of study focus on immunology, hepatology and intensive care, pulmonology, hematology, neurology and infectious diseases. Our next innovations into these therapeutic areas will go beyond plasma-derived proteins, as our significant investments to increase R&D capabilities are allowing us to develop a new class of recombinant antibodies and small-molecules candidates. 62

Table of Contents Biopharma Initiatives

We have a number of research and development projects in our Biopharma business unit underway, 12 of which are in the clinical development phase. The following table reflects the total number of research and development projects in our Biopharma business unit by development phase as of the end of the last three years.


		As of December 31,
Development Phase		2025		2024		2023
Discovery		17		19		24
Pre-clinical		11		32		23
Clinical		12		15		22
Post Commercialization Studies		5		6		14
Rest of projects		42		10		16
Total Biopharma Research and Development Projects	****	87	****	82	****	99

The table below presents the most important of our research and development projects:

Product Candidate	Therapeutic<br>Area	Product<br>Type	Potential Use	Development Phase

Xembify	Immunology	Plasma-derived	Secondary Immunodeficiency in Chronic Lymphotic Leukemia, Multiple Myeloma and Non-Hodgkin Lymphoma	Phase III (clinical trial program currently underway)

Alpha-1 Proteinase Inhibitor	Pulmonology	Plasma-derived	Emphysema due to congenital deficiency	Phase I/II (clinical trial program in subcutaneous administration currently underway). Phase I/II completed in 2025, with Phase III planned to start in 2026).<br><br>Phase IV US/ Phase III EU (clinical trial program in intravenous administration currently underway)

Immunoglobulin	Ophthalmology	Plasma-derived	Dry Eye Disease	Phase II (clinical trial program currently underway)

Fibrinogen	Hematology	Plasma-derived	Congenital deficiency & severe hypofibrinogen / acquired deficiency	Regulatory Approval received in 2025 for EU countries (Congenital & Acquired Deficiency) and U.S. (Congenital Deficiency)<br><br>Phase III U.S. Acquired Deficiency (clinical trial program to start in 2026)

Trimodulin	Infectious diseases	Plasma-derived	Severe community acquired pneumonia (“sCAP”)	Phase III (clinical trial program currently underway)

Table of Contents Xembify – Secondary immunodeficiency in CLL. The primary objective of this clinical trial (NCT05645107) is to obtain an indication for Xembify in secondary immunodeficiency as result of chronic lymphocytic leukemia (“CLL”), multiple myeloma (MM) and Non-Hodgkin Lymphoma (“NHL”). CLL is the most common leukemia in older adults in Western countries, with an average age at diagnosis of 72. The disease is characterized by an accumulation of monoclonal, mature, CD5+ B cells in the peripheral blood, bone marrow, and secondary lymphoid organs. Patients with CLL are subject to an increased risk of infections and recurrent or severe infections are a major cause of morbidity and mortality in patients with CLL, causing between 30% and 50% of deaths in this population. MM is the second most common hemato malignancy, with an estimated incidence of 7.1 and 4.5 to 6.0 cases per 100,000 people per year in the United States and Europe, respectively. In general, MM is frequently diagnosed in patients from 65 to 74 years of age. MM is a clonal disorder characterized by the accumulation of malignant mature plasma cells in the bone marrow (and sometimes also with extramedullary involvement) and the production of an abnormal monoclonal paraprotein, named the M protein. NHL represents a heterogeneous group of malignancies of different biology and prognosis. NHL includes many subtypes, each with distinct epidemiologies; etiologies; morphologic, immunophenotypic, genetic, and clinical features; and responses to therapy. These tumors originated from lymphoid tissues, mainly of lymph nodes. Current evidence suggests that hypogammaglobulinemia resulting of the secondary antibody deficiency in B-cell lymphoproliferative diseases such as CLL, MM and NHL predispose the patient to develop serious infections due to the patient’s underlying disease or their cancer. The Phase III clinical trial is aiming to enroll more than 380 patients in sites across the United States and in European countries to support an FDA submission in the United States.

Alpha-1 Proteinase Inhibitor – Emphysema due to congenital deficiency. SPARTA (Study of Prolastin-C Randomized Therapy with Alpha-1 augmentation; NCT01983241), our Phase IV (U.S.) / Phase III (E.U.) clinical trial designed to determine if alpha-1- antitrypsin deficiency (AATD) (alpha-1) patients with emphysema have a slower progression of lung tissue loss when treated weekly with two separate dose regimens of intravenous (IV) Grifols Prolastin-C Alpha-1. Alpha-1- antitrypsin deficiency (AATD) is an underdiagnosed genetic disorder that can result in chronic obstructive pulmonary disease (COPD), a group of respiratory diseases that includes emphysema, which can occur when a patient has low levels of AAT, a protective protein that safeguards the lungs. The currently approved dosage is 60 mg/kg in weekly IV infusions. SPARTA, the largest randomized, double-blind, placebo-controlled study on AAT augmentation therapy to-date, is designed to evaluate the potential of Prolastin-C to significantly reduce emphysema progression in alpha-1 patients by raising AAT protein levels through weekly administration of two active dose levels versus placebo. The clinical trial is taking place across 16 countries and more than 50 sites. It will evaluate the efficacy and safety of two separate dose regimens of Prolastin-C (60 and 120 mg/kg/week) versus placebo for 156 weeks (i.e., three years), measuring the rate of pulmonary-tissue loss through whole lung computed tomography (CT) densitometry as the primary measure of clinical efficacy.

We have also conducted a Phase II/III study (NCT04722887) evaluating Alpha1-Proteinase Inhibitor Subcutaneous (Human) 15% (Alpha-1 15%), a subcutaneous (SC) AAT treatment being compared to Liquid Alpha1-Proteinase Inhibitor (Human) IV. This first in-human SC approach to treating alpha1-antitrypsin deficiency, if proven successful in clinical trials, could give patients the convenience and flexibility to administer their medication from home. We completed the Phase I/II study in 2025 and plan to start the Phase III study in 2026.

Immunoglobulin. In 2023, we entered into a global collaboration and licensing agreement with Selagine, a pioneering developer of eye disease treatments, to explore the potential of an immunoglobulin eye drop to treat dry eye disease (DED), a pathology that affects more than 100 million people worldwide in 2023. In a pilot Phase I/II clinical trial, subjects treated with eye drops based on Grifols Flebogamma DIF twice daily for eight weeks, secured a significant reduction in the signs and symptoms of DED, and with no difference in tolerability or adverse events. Several different sources of inflammation, including proteins (cytokines or chemokines), cells (neutrophils, T-cells and dendritic cells) and pathogenic antibodies, are present on the ocular surface in DED and contribute to its signs and symptoms which may benefit from application of immunoglobulin. We completed an FDA pre-IND meeting in respect of this immunoglobulin in September 2023. In 2024, we successfully completed the preclinical development phase. In 2025, we completed IND submission and initiated enrollment for the phase II clinical trial for the use of Flebogamma DIF 5% in the treatment of DED. 64

Table of Contents Fibrinogen. The AdFirst study is a prospective, active-controlled, multicenter Phase III study investigating the efficacy and safety of the fibrinogen concentrate BT524 in patients with acquired fibrinogen deficiency (“AFD”), which typically occurs during surgical procedures when there is insufficient fibrinogen to arrest bleeding. Patients who have high blood loss during planned spinal and abdominal surgery are randomized 1:1 to treatment with BT524 or FFP/Cryoprecipitate. To evaluate efficacy, further blood loss is compared between the two treatment options. The study concluded in September 2023. The AdFirst Study met its primary endpoint in February 2024, demonstrating that the fibrinogen concentrate BT524 is as effective in treating AFD as the current standard of care for this condition. The concentrate reduces intraoperative blood loss in patients with AFD undergoing planned major spinal or abdominal surgery.

In 2025, we received approval in Germany for congenital fibrinogen deficiency (CFD) and Acquired Fibrinogen Deficiency (AFD), and approval in the United States of a Biologics License Application (BLA) for BT524 for the treatment of CFD. Following discussions with the FDA, we decided to strengthen the clinical evidence for AFD with U.S. patients before seeking approval for this indication in the United States. We launched the Fibrinogen product in Germany in late 2025 and expect to start selling it in the United States in 2026. We hold significant patents on the fibrinogen production process.

Trimodulin. Study 996: This multinational Phase III clinical trial plans to enroll approximately 590 adult hospitalized patients with severe sCAP (Community Acquired Pneumonia) requiring invasive mechanical ventilation. The ESCAPE trial will be conducted worldwide and patients are treated either with trimodulin or with a placebo as add-on therapy to standard of care.

The clinical concept of this prospective, double-blind, placebo-controlled, Phase III trial was developed based on promising results from the previous Phase II clinical trial (“CIGMA”) with 160 sCAP patients requiring invasive mechanical ventilation. In the CIGMA trial, a subgroup of patients with signs of severe inflammation showed an encouraging reduction in mortality rate through rapid normalization of inflammation when treated with Trimodulin. The trial is currently being conducted in up to 20 countries, including the United States, and recruitment of patients is ongoing.

Other Biopharma research and development projects undertaken during the last three years included:

2025:

●	new presentation of Gamnuex-C in a flexible sterile bag;
●	continued process optimization for increased IgG yields across manufacturing facilities;
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●	commissioning of new manufacturing facilities and ongoing manufacturing optimization;
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2024:

●	new container closure systems for Gamunex and Xembify;
●	process optimization for increased IgG yields across manufacturing facilities;
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●	commissioning of new manufacturing facilities and ongoing manufacturing optimization;
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●	development of an improved process to provide greater product safety and yield for manufacture of Rho-D; and
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●	development for a modified process to manufacture Plasmanate.
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2023:

●	process optimization for increased IgG yields across manufacturing facilities;
●	development of an improved process to provide greater product safety and yield for manufacture of Rho-D;
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●	development for a modified process to manufacture Plasmanate; and
●	transfer of albumin process to our subsidiary Grifols Canada Plasma, Inc. (formerly known as Prometic Plasma Resources, Inc.);
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All clinical trials involve risks and uncertainties. Preclinical and clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of our clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during or as a result of preclinical testing and the clinical trial process that could delay or prevent our ability to receive regulatory approval or commercialize our product candidates. For a discussion of these unforeseen events, see Item 3 of this Part I, “Key Information—D. Risk Factors—Risks Relating to the Company and Our Business—We may not be able to commercialize products in development.” Upon the completion of each of the development stages we evaluate the results achieved as compared to the objectives pursued. Each of the key projects listed above has met our expectations with respect to results at the various development stages and we expect to move forward with the development process for each.

We believe that our current liquidity is sufficient to fund the ongoing costs of our key projects listed above through their completion as well as our other research and development initiatives.

Diagnostic Initiatives

Research and development in the Diagnostic business unit supports various business areas, including transfusion medicine, clinical diagnostics, and the recombinant protein business. The Diagnostic business unit focuses on the development of in vitro diagnostic reagents/assays, instrumentation, and software for donor screening, which includes pathogens detection to assure safety and blood typing tests to determine donor/recipient blood compatibility. Here, research and development focus on opportunities to develop new assays for emerging pathogens, increase multiplex test capabilities (simultaneous detection of several analytes in a single reaction), as well as improved automation solutions in order to increase efficiency and throughput for customers. The Diagnostic business unit also develops products for clinical diagnostics, including a next generation immunoassay platform in the area of neurology and oncology, as well as a next-generation molecular testing platform covering infectious diseases.

The research and development team employs a diverse technology portfolio, including transcription mediated amplification (“TMA”), polymerase chain reaction (“PCR”), next generation sequencing (“NGS”) for molecular assays, immunologic based methods using red blood cells (“RBC”), and agglutination. We are also leveraging ultrasensitive single molecule counting detection technology to develop new immunoassays, as well as a fast-PCR technology to develop next generation molecular assays. We continue research and development for new recombinant proteins, antibodies and enzymes as critical raw materials to support internal and external diagnostics customers in various fields such as infectious diseases, neurodegenerative diseases and immunohematology. Our Diagnostics Research & Development team continues to evaluate new technologies and research tools, including artificial intelligence (AI), to assess their potential for improving our competitive advantage and for integration into our development portfolio.

In 2023, the Diagnostics business unit continued to release innovative products for our immunohematology product line, including new software versions across the platform portfolio to increase efficiency and productivity for our customers. We launched our BTM middleware in the United States, while also achieving regulatory approval in China for Eflexis, our flagship blood typing platform, in order to expand our geographic footprint. We also launched DC Scan Plus, a new DG Gel test under IVDR regulation that extends specificity beyond routine analytes and improves patient care by increasing sensitivity and specificity, thereby improving clinical patient management and outcomes in the field of donor screening. We also released new versions of our pooler software, as well as software to facilitate increased automation and ease of use for testing labs. Additionally, we launched in the United States the first-ever free direct-to-consumer program (consisting of an innovative and sophisticated genotyping test and service) to screen for the genetic risk of alpha1-antitrypsin deficiency (Alpha-1). 66

Table of Contents In 2024, the Diagnostics business unit continued to develop and introduce new high multiplex donor screening solutions to the market to drive efficiency improvements and address developing trends in transfusion-transmitted diseases. The team obtained CE mark approval for the Procleix ArboPlex Assay, which tests for four arboviruses: chikungunya virus RNA, dengue virus RNA, West Nile virus RNA and Zika virus RNA. The team also completed the U.S. clinical trials for the Ultrioplex W assay, which detects HIV-1, HIV-2, hepatitis C virus (“HCV”), hepatitis B virus (“HBV”), and West Nile virus (“WNV). Additionally, we completed U.S. clinical trials for the Procleix Plasmodium assay and developed a research use only (“RUO”) assay to screen for severe fever with thrombocytopenia syndrome virus (“SFTSV”) in an effort to address oncoming emerging pathogens. We are also developing new software to support new assay products on the Procleix donor screening platform, as well as to enable efficiency improvements to middleware solutions and increased productivity for our donor screening customers. In the field of blood typing, the Diagnostics business unit advanced development of a next generation blood typing platform, initiated development of an automated antisera program with extended phenotyping for the United States, and launched multiple innovative software releases across the instrument portfolio, including an automated titration method on Eflexis — all with the goal to increase efficiency and productivity for our customers. Additionally, the 2024 commercial success in Europe of our innovative blood typing interference solution for anti-CD38 antibody-treated patients has driven the pursuit of future expansion of this solution to the U.S. market.

In 2025, the Diagnostics business unit continued to develop and introduce new high multiplex donor screening solutions to the market to drive efficiency improvements and address developing trends in transfusion-transmitted diseases.

The new Ultrioplex W assay, which detects HIV-1, HIV-2, hepatitis C virus (“HCV”), hepatitis B virus (“HBV”), and West Nile virus (“WNV), was under review by the FDA in 2025, with some additional studies requested and started at the end of 2025. We also submitted to the FDA in 2025 the Procleix Plasmodium assay as well as 510(k) submissions for multiple Procleix controls. R&D also provided a research use only (“RUO”) assay that we developed to the Japanese Red Cross to screen for severe fever with thrombocytopenia syndrome virus (“SFTSV”) in an effort to address oncoming emerging pathogens. Our R&D team initiated development of a next generation pooler, strengthened our in-house software capabilities, and secured secondary sources for critical consumables for business continuity. We also released multiple software enhancements to address cybersecurity and increase efficiency and productivity for our molecular donor screening customers.

In the field of blood typing, the Diagnostics business unit advanced development of a next-generation blood typing platform, continued development of an automated antisera program with extended phenotyping for the United States, and expanded DG Gel products into China. We also launched multiple innovative software releases across the instrument portfolio, including an enhanced automated titration method on Eflexis and new middleware — all with the goal of increasing efficiency and productivity for our customers. Additionally, the increasing commercial success in Europe of our innovative blood typing interference solution for anti-CD38 antibody-treated patients has driven the pursuit of future expansion of this solution to the U.S. market and additional countries in 2025.

Moreover, the Diagnostics business unit in 2025 continued to partner with Inpeco to develop a total lab automation solution for blood/plasma testing labs.

In 2024, the Diagnostics business unit filed over 16 new patents, spanning composition of matter, methods and devices, further growing our intellectual property portfolio and competitive position in the areas of molecular testing, infectious disease, blood typing, clinical diagnostics. In 2025, the Diagnostics business unit filed over 12 new patent applications and two new design applications, spanning composition of matter, methods and devices, further growing our intellectual property portfolio and competitive position in the areas of molecular testing, infectious disease, blood typing, clinical diagnostics.

In 2025, the Diagnostics business unit focused on developing blood typing platforms to ensure compatibility between donors and recipients. These gel-based assays identify major blood groups like ABO and Rh, as well as detect less common blood groups that are still highly relevant to human pathologies, such as sickle cell anemia and cancer. We also began developing new tests for personalized medicine, focused on prognosis, response prediction and monitoring of biologic drugs, as well as molecular diagnostic and prognostic tests in oncology, autoimmunity, cardiovascular medicine and the central nervous system.

In 2025, more than 37 million blood donations were analyzed using Grifols’ NAT technology and more than 68 million blood typing cards with gel technology were supplied. 67

Table of Contents Other Initiatives

Through our subsidiary Araclon Biotech, S.L. (“Araclon”), we are dedicated to finding solutions that promote new diagnostic and therapeutic approaches to Alzheimer’s disease, to be applied in the early stages of the disease. Araclon is working on the validation of an early diagnostic test and the development of a vaccine (ABvac40) to combat Alzheimer’s disease in the asymptomatic stage. The vaccine has passed the animal experimentation stage and Phase I and Phase II clinical trials have been completed.

The Phase II trial of ABvac40, initiated in 2018 and ended in 2023, showed positive outcomes. ABvac40 had a good safety profile, stimulated a robust immune response against Aβ40 peptide, and demonstrated potential cognitive benefits in early-stage AD patients, meeting primary endpoints. Though the trial was not designed to assess efficacy on neuropsychological scales, we observed promising results in secondary endpoints between the ABvac40-treated group and the placebo group. Post-hoc analyses in 2024 indicated greater benefits for patients with amyloid deposits, with fewer cases of significant decline on the Mini-Mental State Examination (“MMSE”) scale, especially among top responders. We noted lower incidence of new cerebral microhemorrhages in ABvac40-treated patients compared to placebo. In 2025, we presented final results from the phase II clinical trial of ABvac40, an active vaccine against the Aβ40 peptide for the treatment of early-stage AD, which showed a favorable safety profile and a robust and durable immune response against Aβ40, meeting the primary objectives of the clinical study. We continue to evaluate the data and share our findings at various conferences, while also engaging with companies in the Alzheimer’s disease field to explore licensing-out opportunities.

Our subsidiary Alkahest focuses on identifying proteins that change with age and also with the onset of diseases that have a biological impact. To date, Alkahest has identified over 10,000 separate proteins using advanced molecular analysis techniques at the cellular level. In 2024, Alkahest pivoted to advancing Chronos, a target proteomic platform that aims to detect diseases before they manifest phenotypically. Chronos’ initial focus is Parkinson’s Disease, with plans to move to other disease areas. In January 2025, Alkahest initiated the Chronos research program to analyze longitudinal plasma samples for early biomarkers associated with Parkinson’s disease. Chronos remains a research-stage initiative, and no diagnostic products or therapeutic candidates have been approved or submitted for regulatory approval to date.

Our subsidiary GigaGen Inc (“GigaGen”) is developing a novel class of therapeutics, recombinant polyclonal antibodies, to address unmet needs in infectious disease. In 2025, the phase I clinical trial evaluating the safety and tolerability of GIGA-2339, GigaGen’s first recombinant polyclonal candidate for the treatment of hepatitis B virus (HBV) infection, continued recruitment. GIGA-2339 includes more than 1,000 recombinant human antibodies targeting HBV to mimic the body’s natural immune response, with the potential to eliminate the virus and activate the immune system. There is presently no cure for HBV, which affects more than 296 million people globally and causes over 800,000 deaths every year. Additionally, in 2025, GigaGen’s phase I clinical trial evaluating GIGA-564 for the treatment of advanced solid tumors successfully completed the phase I-a dose-escalation trial and is currently enrolling patients in the phase I-b multiple-dose cohorts.

In 2025, we developed a strategic partnership with the Biomedical Advanced Research and Development Authority (“BARDA”), part of the U.S. Department of Health and Human Services, to evaluate the nonclinical efficacy of ocular surface immunoglobulin (“OSIG”) eye drops for the treatment of sulfur mustard-induced ocular injury. This proof-of-concept study aims to assess the anti-inflammatory and immunomodulatory potential of OSIG in neutralizing the long-term effects of exposure to sulfur mustard — a chemical warfare agent known to cause debilitating corneal damage. The investigational OSIG therapeutic is being repurposed from an ongoing development program targeting dry eye disease (“DED”), for which a Phase II clinical trial began in 2025. This initiative represents a significant step in expanding the applications of our IG platform into ophthalmology and biodefense. In addition, in 2024, GigaGen was awarded a $135 million contract by BARDA to develop a recombinant polyclonal antibody therapy for botulin neurotoxins and a second biothreat of interest to BARDA that will be determined at a later date.

In 2025, we also initiated an R&D collaboration with FcR Therapeutics, a Dutch company, to discover and develop new therapeutics targeting 2 Fc receptors for the treatment of autoimmune diseases.

Seasonality

Our businesses are not significantly affected by seasonal trends. 68

Table of Contents Raw Materials

Plasma is the key raw material we use to make our products and therapies. We obtain our plasma primarily from our network of plasma collection centers located in the United States and Europe (Germany, Austria, Czech Republic, and Hungary), and, to a much lesser extent, from third party suppliers. See “—Principal Activities—The Biopharma Business Unit—Plasma Procurement.” We are dependent on healthy individuals to donate human plasma to develop and manufacture our products. As such, our cost to acquire plasma may vary depending on the ability of donors to visit our plasma collection centers and the compensation we pay for the plasma donations. See Item 3 of this Part I, “D. Risk Factors— Risks Relating to the Company and Our Business—A significant disruption in our supply of plasma, including as a result of macroeconomic conditions, pandemics or changes in immigration policies and enforcement could have a material adverse effect on our business and our growth plans.”

Our plasma supply increased significantly in 2025 in comparison to the volumes collected in 2024, validating the effectiveness of the strategic measures implemented during 2023 and 2024 to enhance plasma collection and manufacturing efficiencies, strengthen financial management, and execute our Operational Improvement Plan (as defined in Item 5 of Part I, “A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan”). In 2025, our plasma collection increased significantly in comparison to 2024 as a result of our acquisition of plasma donation centers from ImmunoTek in February 2025, plus the optimization of our existing plasma centers. We also saw an increase in unique donors to over one million people. In addition, we implemented new nomogram technology in 80% of our U.S. plasma centers.

We closely monitor, continuously review and revise the supply sourcing strategy for our products to identify in a timely manner any risks in our supply chain. Where necessary, we strategically manage our inventory levels of either key materials or finished products to address potential risks relating to operational and quality issues, production capacity and single sourcing among others. We also continue to monitor the efficiency of our plasma collection platform and have concentrated all our plasma testing into laboratories in Austin and San Marcos, Texas, Memphis, Tennessee, Boca Raton, Florida, Leipzig and Dreieich, Germany, Parets del Vallés, Spain, and Cairo, Egypt (through our joint business with NSPO).

Our long-term aim is to further strengthen our leadership through the development of new and differentiated plasma-derived therapeutics, and the expansion of our global plasma collection footprint via acquisitions and greenfield projects, as described below:

●

On December 11, 2025, we received certification from the EMA for the entire value chain of Grifols Egypt for Plasma Derivatives (“Grifols Egypt”), our public-private partnership with the government of Egypt representing a joint investment of €280 million. This certification positions Egypt as the first country in Africa and the Middle East to operate a fully integrated plasma collection and processing system that meets the most demanding European standards of quality, safety and regulatory control. With this milestone, Egypt has achieved self-sufficiency in plasma-derived medicinal products, including immunoglobulins, albumin and coagulation factors, becoming the sixth country in the world capable of supplying itself with medicines derived from national plasma, after the United States, Germany, Austria, the Czech Republic and Hungary. See “—B. Business Overview—Raw Materials” and “—D. Property, Plant and Equipment—Plasma Fractionation Plants;”

●

On November 1, 2025, we acquired a 50.1% equity stake in CPR, a Canadian private company engaged in plasma collection for the production of plasma-derived therapies, for an aggregate consideration of approximately €19 million. Following the acquisition, which strengthens our presence in Canada, CPR was renamed Grifols Canada Plasma Corporation (“Grifols Canada Plasma”). See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions;

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●	In February 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek. This acquisition was initiated on July 29, 2021, when we entered into an agreement with ImmunoTek, amended in 2023 and 2024, to arrange for the construction, licensing and commissioning of the 28 centers. Pursuant to this agreement, we formed ITK JV, a joint operation company through which we initially held a 75% interest in each of the 28 plasma collection centers, while ImmunoTek held the remaining 25%. In 2024, we acquired 14 plasma collection centers for an aggregate amount of $266 million and, effective as of February 3, 2025, we completed the acquisition of the remaining 14 centers for an aggregate amount of approximately $281 million. See Item 5 of this Part I “Operating and Financial Review and Prospects—A. Operating Results—Subsequent Events” and “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions—Acquisition of Plasma Collection Centers from ImmunoTek.”
●	On April 25, 2022, we acquired all of the existing equity interest in Biotest Holdings from Tiancheng International Investment Limited (“TIIL”) and accepted an assignment of certain shareholder loans granted by TIIL to Biotest Holdings. Biotest Holdings in turn owned a majority stake in Biotest, a global company that supplies plasma protein products and biotherapeutic drugs, which has given us access to 28 additional plasma collection centers. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions—Biotest Shares and Public Delisting Purchase Offer.”
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●	On March 31, 2021, we acquired seven U.S.-based plasma donation centers from Kedplasma, LLC for a total purchase price of $55 million.
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●	On February 28, 2021, we acquired 25 U.S.-based plasma centers from BPL Plasma Inc. for $385 million by means of an asset sale agreement. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Acquisitions.”
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●	In October 2020, we purchased 11 collection centers in the United States, as well as a plasma fractionation facility and two purification facilities in Montreal, Canada, from GC Pharma for a total consideration of $457 million on a debt free basis.
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●	In April 2019, we acquired 26 plasma collection centers and ten blood donation centers in the United States as part of our acquisition of 100% of the equity stake of the Interstate Blood Bank Group (Interstate Blood Bank, Inc., Bio-Blood Components, Inc. and Plasma Biological Services, LLC), which has since been merged into our subsidiary Grifols Bio Supplies, Inc.
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●	On December 28, 2018, our subsidiary GWWO, BPC Plasma Inc. (formerly known as Biotest Pharmaceuticals Corporation), Haema GmbH (formerly known as Haema AG) and Grifols, S.A. entered into a plasma supply agreement (the “Plasma Supply Agreement”), whereby GWWO agreed to acquire all of the plasma collected from approximately 60 plasma collection centers owned by BPC Plasma Inc. and Haema GmbH. Grifols, S.A. guarantees all GWWO obligations under the Plasma Supply Agreement, which, on January 1, 2019, was extended for a 30-year period. See Item 7 of this Part I, “Major Shareholders and Related Party Transactions—B. Related Party Transactions—Transactions involving Haema GmbH, BPC Plasma Inc. (formerly known as Biotest Pharmaceuticals Corporation) and Scranton Enterprises B.V. and their respective subsidiaries—Plasma Supply Agreement and Advance Payments from GWWO to Scranton Plasma B.V.”
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The principal raw materials for our intravenous therapy products are plastic and glass bottles, which we purchase from various European suppliers. 70

Table of Contents Marketing and Distribution

We currently sell Biopharma, Diagnostic and Healthcare Solutions products to hospitals, specialty pharmacies, clinics, GPOs, governments and other distributors in over 100 countries.

For Biopharma and Healthcare Solutions in the United States, the sales model is complex, with many intermediaries, requiring us to execute multi-faceted arrangements for the distribution of our products. Sales of finished goods are distributed through various channels such as distributors, wholesalers, specialty pharmacies, home health care companies, clinics, hospitals, government entities and directly to physician offices. Payers and purchasers also control access to products, requiring separate negotiations with payers and GPOs. GPOs are entities that act as purchasing intermediaries for their members, which are primarily hospitals. GPOs negotiate the price and volume of supplies, equipment and pharmaceutical products, including plasma derivatives, used by their members.

We market our products to healthcare providers and other decision-makers, such as those in hospitals and pharmacies, through focused sales presentations. Although price and volume are negotiated through contractual agreements with intermediaries, demand for our products is generated through promotional efforts by Grifols’ sales representatives. In the case of GPOs, the actual sales are made to the authorized distributor(s) of each GPO at the contract price, and the distributor then sells the products to the members of that GPO. We promote our products directly to the GPO’s members. For safety and post-sale service reasons, the distributor is required to provide us with the specifics of the ultimate delivery to the client.

For Diagnostics, the sales model consists of direct sales of Grifols solutions by a dedicated sales force primarily focusing on Integrated Delivery Networks (IDNs) and the GPOs that represent them. For IDNs belonging to a GPO, pricing is negotiated with the GPO.

We market and promote our solution to healthcare professionals and other decision makers within hospitals and contracts are entered into directly with hospitals, following requests for proposals, typically for a period of three to seven years.

For Biopharma, the sales, marketing and distribution process is different in Europe, where the bulk of sales are generally made directly to hospitals. We have developed long-standing relationships with major hospitals in most of our European markets, and we believe that hospitals are loyal customers that recognize the high quality and safety of our products, our reliability as a supplier and the strong product expertise and service provided by our sales representatives. Due to the nature of our customer base and the prevalence of repeat sales in the industry, we market our products through focused sales presentations rather than by advertising campaigns.

Sales to Eastern Europe, the Middle East and some Asian countries are made mostly by third parties outside of our sales network. Our sales in Latin America are made mainly by our sales network in Chile, Brazil and Mexico, as well as by third-party distributors elsewhere.

For Diagnostics in Europe, the Middle East and Africa, sales and marketing is done through affiliates and distributors. The majority of the customer base for our Diagnostics division products is public and follows local public procurement laws tender processes. In Asia, Latin America and the Pacific, we sell through a mix between direct sales and sales through distributors.

In China, sales and marketing are made by channel partners and sub-distributors with indirect support from the our affiliate in China. 71

Table of Contents Sales Representatives

For Biopharma, we require our sales representatives to be able to highlight the technical differences between our products and those of our competitors. This skill requires a high degree of training, as the salesperson must be able to interact and discuss product differences with doctors, pharmacists and other medical staff in an appropriate manner. Sales representatives call on office-based healthcare providers and hospital-based healthcare providers, departmental heads, purchasing agents, senior hospital directors, lab directors and pharmacy managers. We compensate our sales representatives by means of a fixed salary and a bonus component based on sales achievements. We divide our sales efforts along the lines of our main product categories. Our sales personnel are primarily located in Europe and the United States, but we also have sales personnel in Latin America and Asia-Pacific.

In our Biopharma business unit, we utilize mixed sales units comprised of both marketing and sales personnel. In some countries, we have product line-specific sales units for immunology & neurology, pulmonary, intensive care and coagulation factors.

For Diagnostics, we require our sales representatives to be able to highlight the value of our solutions compared to our competitors. This ability requires a high degree of technical and sales training, as well as soft skills to aptly describe our products. The salesperson must be able to interact and discuss the value of our solutions to all levels of stakeholders. The interactions with customers are a mix of in-person and virtual meetings.

Advertising

We participate in medical conferences, conventions and fairs and occasionally publish advertisements in medical journals and trade magazines. This promotional activity is also supported by online activities.

Distribution

We believe that having our own distribution network staffed with highly trained personnel is a critical element of a successful sales and marketing effort. Through this network, we are able to provide high-quality pre- and post-sales service, which we believe enhances brand recognition and customer loyalty. Our distribution network is experienced in the proper handling of our products and allows us to know where our products are located, enabling us to act quickly in the event of a suspected problem or product recall.

Our distribution network personnel are located in Europe, Latin America, the United States and Asia-Pacific and handle the distribution of our biological medicine, diagnostic and other medical products as well as goods manufactured by other premier healthcare companies that complement our own products.

During 2025, we distributed the majority of our products through our own distribution network. In some cases, particularly in the field of Diagnostics, we distribute products through marketing partners and third-party distributors. We have a direct presence in more than 30 countries and we carefully select distributors in the countries where we do not have a direct presence. We have a responsive, effective logistics organization that is able to punctually meet the needs of hospital centers and other customers throughout the world.

Our sales, marketing and distribution network included 1,613 employees as of December 31, 2025, which included 1,419 sales and distribution personnel and 194 marketing employees.

Each of our commercial subsidiaries is responsible for the requirements of its respective local market. It is our goal for each commercial subsidiary to be recognizable as one of our companies by its quality of service, ethical standards and knowledge of customer needs. Strong local knowledge enables us to build and maintain long-term relationships with customers to earn their trust and confidence.

We continually require technical services to perform the installation and maintenance of the systems sold in our medical equipment and software offerings. The Diagnostics business unit and the Healthcare Solutions division each have their own structure of support staff appropriately trained to provide such services, which is an important part of the competitive success of these solutions. 72

Table of Contents In the Diagnostics business unit, we rely on distributors to sell and support our products. We have 163 distributors in Europe, the Middle East, Africa, Latin America, China and Asia Pacific. In order to provide responsive, region-specific services and maintain long-standing relationships, local presence and proximity to the customers are valuable assets to our Diagnostic business. Our Diagnostics business unit engages in direct sales and marketing and offers post-sale support in 16 countries. As of December 31, 2025 our Diagnostics business unit had 1,600 employees.

Safety in the blood transfusion process is the highest priority for us. We are constantly innovating new solutions to improve safety, efficiency, and standardizations to promote the fast availability of safe blood to patients globally.

Patents, Trademarks and Licenses

Patents and Trademarks

Through our patent ownership, co-ownership and licensing, we seek to obtain and maintain intellectual property protection for our primary products.

As of December 31, 2025, we owned 2,528 patents and patent applications in various countries throughout the world, of which 543 are in the final application process. In some countries, these patents grant a 20-year protection period. Of these patents, 1,276 are set to expire in the next ten years. The patent for the production process of thrombin expired in January 2024, and the patent for the Coagulometer Q expired in November 2025.

As of December 31, 2025, we also owned 2,929 trademarks and trademark applications in various countries throughout the world, of which 102 are in the final application process. In addition, we co-own certain patents and patent applications with third parties, including patent rights co-owned with Novartis following the Novartis Acquisition.

We maintain a department with personnel in Spain and Germany to handle the patent and trademark approval and maintenance process and to monitor possible infringements.

Patents for Plasma Derivative Products

As of December 31, 2025, we owned 1,978 patents and patent applications related to plasma derivatives, including 896 in Europe, 277 in the United States and Canada, and 805 in the rest of the world. The most important of these patents relate to:

●	a concentrated subcutaneous alpha-1 antitrypsin;
●	the use of low volume plasma exchange for the treatment of Alzheimer’s disease;
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●	transferrin for neurodegenerative applications;
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●	transferrin for the treatment of Hipoxia inducible factor related conditions;
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●	plasmin in wound healing;
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●	plasmin in organ transplantation;
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●	a concentrated subcutaneous Immunoglobulin G injection;
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●	concentrated Immunoglobulin M preparations for the treatment of bacterial infections;
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●	hyperimmune immunoglobulin for treatment of Covid-19;
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●	anti-thrombin to treat blunt trauma;
●	anti-thrombin to treat stroke;
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●	Mip1a as marker of effectiveness of albumin treatment in Alzheimer disease;
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●	the use of plasma exchange for removal of exosomes causing neurodegenerative disease;
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●	the use of plasma exchange for removal of exosomes causing cancer;
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●	3D-printable multi-component bone compositions based on fibrinogen, thrombin, and hydrogels; and
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●	print head device to print a 3D composition.
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Patents for Diagnostic Products and Healthcare Solutions

As of December 31, 2025, we owned 550 patents and patent applications related to our Diagnostic products and Healthcare Solutions business line, including 312 in Europe, 91 in the United States and Canada and 147 in the rest of the world. The most important of these patents relate to the:

●	BlisPack, a blister handling machine;
●	Erytra Eflexis, a mid-sized instrument to perform pre-transfusion compatibility tests using DG Gel technology;
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●	innovative containers for human plasma proteins;
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●	novel HIV antigens for blood screening;
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●	soluble recombinant form of CD38 receptor;
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●	soluble recombinant form of CD47 receptor;
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●	recombinant antigens for detection of COVID-19;
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●	multiplex technology for molecular detection; and
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●	single tube sequencing amplification system.
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Licenses from Third Parties

We license certain intellectual property rights from third parties, including Singulex, Novilux and Hologic. Singulex granted us an exclusive worldwide license under certain intellectual property rights to develop, manufacture and commercialize certain products and services for blood donor and plasma screening. Novilux granted us a non-exclusive worldwide license under certain intellectual property rights to develop, manufacture and commercialize certain products for the in vitro clinical diagnostic field. Pursuant to an intellectual property license with Hologic, we obtained a fully paid-up license to certain of Hologic’s intellectual property for use in the NAT Donor Screening Unit.

In addition to licenses, we acquire intellectual property rights from third parties, such as Anapa Biotech A/S, to support the development of new products that will enable us to expand our business in the field of molecular testing. 74

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Licenses from Government Authorities

Government authorities in the United States, at the federal, state and local level, and in other countries throughout the European Union, Latin America, Asia and elsewhere, through licenses, approvals, reviews, inspections and other requirements, extensively regulate the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, promotion, storage, advertising, distribution, marketing and export and import of healthcare products such as those that we collect, manufacture, sell or are currently developing.

For example, in order to sell our plasma derivative products we must hold appropriate product licenses from applicable governmental authorities. We have 1,117 Biopharma product licenses registered in 90 countries, which include the licenses we hold from the FDA for the sale in the United States of IG, A1PI, albumin, Factor VIII, Factor IX, ATIII and PTC. The production, marketing and sale of many of our Diagnostic business unit products are subject to the prior registration of such products with the relevant authorities of the applicable jurisdictions. We have 4,117 diagnostic product licenses registered in 50 countries in Europe, the United States, Canada, Latin America, Oceania and Asia.

Governmental oversight extends to the various facilities involved in our operations. For example, our Parets and Murcia facilities are subject to applicable regulations and standards of the European health authorities. With respect to oversight by the FDA, our Instituto Grifols Biopharma plant at our Parets facility has been registered with the FDA since 1995, and our other manufacturing facilities maintain FDA registration, and all are subject to FDA standards. We lease most of our plasma collection centers as well as our main laboratory facility located in Austin, Texas, and maintain licenses with the appropriate regulatory authorities, including the FDA, for all of these locations.

For more information on government licenses and regulation, see “—Principal Activities” above and “—E. Regulatory Matters” below.

Regulatory

For detailed information regarding the regulations applicable to our business, see “—E. Regulatory Matters” below.

Insurance Coverage

General and Product Liability

We have a program of insurance policies designed to protect us and our subsidiaries (including the United States subsidiaries) from product liability claims. Effective as of May 1, 2025, we have product liability insurance coverage for up to $230 million per claim and in annual aggregate for Diagnostic and Bio Supplies business units for products manufactured in all of their facilities and for third-party product sales. That limit is $395 million per claim and in the annual aggregate for Biopharma business unit. This policy expires on April 30, 2026, and we expect to renew it for another year prior to such expiration date.

Our liability program also protects from certain environmental liabilities arising in those countries in which Grifols’ subsidiary companies have operations. This risk is covered up to a maximum of $230 million per claim and in annual aggregate.

We maintain a separate liability insurance policy for donor centers. The policy covers their professional liability for plasmapheresis activities and expires on April 30, 2026. The maximum amount of coverage for liability claims under the policy is $15 million per claim and in the annual aggregate. In addition, our general liability insurance provides excess coverage.

Property Damage and Business Interruption

Our property damage and business interruption insurance program covers us and our subsidiaries (including the United States subsidiaries). This insurance program, which expires on April 30, 2026, covers damages suffered by plants and buildings, equipment and machinery. Under the current terms, the insurer will cover damages to our facilities produced by fire, smoke, lightning and explosions, among others, for up to $2 billion per occurrence (although some sub-limits for other coverages may apply). It also covers property damage produced by flooding, for up to $110 million per claim and in the annual aggregate. This policy also covers loss of profit up to a certain amount. 75

Table of Contents We also have a transit and inventory insurance program, which covers damages to raw materials, supplies, semi-finished products and finished products for up to $25 million per claim for transit and $700 million for inventory in annual aggregate. This insurance program expires on April 30, 2026, and we expect to renew the policy for another year prior to its expiration date.

Cyber

Our cyber insurance covers financial losses up to $95 million resulting from data breaches and ransomware attacks. This insurance program expires on April 30, 2026, and we expect to renew the policy for another year prior to its expiration date.

Self-insurance

We are self-insuring part of the risks described above through the purchase of a portion of the relevant insurance policies by Squadron Reinsurance DAC, one of our wholly owned subsidiaries. We also self-insure a portion of the main insurance global programs such as general liability, property and business interruption, professional liability for donor centers, transit, inventory and cyber.

We self-insure $50 million per claim per year of our global liability program (except that amount is $85 million per claim and in the annual aggregate for the Biopharma business unit), for property damage and business interruption up to a maximum annual aggregate of $10 million, for transit and inventory losses up to a maximum annual aggregate of $5 million, for professional liability in the donor centers up to a maximum annual aggregate of $5 million, and for losses related to cyber-security risks up to a maximum annual aggregate of $5 million. These amounts are in excess of the deductibles for each of the policies that make up our insurance programs.

Climate Change

Aligned with the United Nations’ plan to achieve the sustainable development goals defined in its 2030 agenda, we have set commitments to help preserve the environment. Since 2020, our corporate environmental program included the reduction of emissions and decarbonization milestones for our business. By 2030, we are committed to reducing our greenhouse gas emissions, increasing our energy efficiency per unit of production and ensuring that 100% of the electricity consumed in our facilities originates from renewable sources.

Since 2024, our short-term emission reduction targets have been approved by the Science Based Targets initiative (SBTi), which verified that our Scope 1, 2 and 3 commitments align with the ambition of limiting global warming to 1.5°C. As part of our broader climate strategy and goal of achieving climate neutrality by 2050, in 2025 we implemented a transition plan towards Net Zero. This plan provides a structured pathway to advance decarbonization and ensure the long-term resilience of our business model in a low-emissions economy. It builds on the targets validated by the SBTi and establishes a clear framework for reducing emissions across the value chain.

In the short term, we have committed to:

1.	Reducing absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 42% by 2030, using 2022 as the baseline.
2.	Reducing absolute Scope 3 emissions by 25% by 2030, covering purchased goods and services, capital goods, fuel- and energy-related activities, and upstream transport and distribution.
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We have also set an internal long-term objective—distinct from but aligned with our SBTi-validated targets—to reduce Scope 1, 2 and 3 emissions by 90% by 2050 compared with 2022, thereby reaching Net Zero by 2050. This roadmap positions us to advance coherently with international decarbonization frameworks and global climate neutrality commitments.

Our action plan to achieve such SBTs includes (i) minimizing air travel among our different industrial and operational locations by increased use of technology such as video calls; (ii) increasing the levels of remote work by our employees with policies providing for flexible hour; (iii) optimizing logistics in our plasma transportation network, including by shipping intermediate products from our facilities in the United States to Ireland by ship, rather than air transport; (iv) minimizing the impact of employee travel and commutes with measures such as providing subsidized shared transportation service to employees in our facilities; and (v) increasingly rely on renewable energy by purchasing energy generated from renewable sources through PPAs. 76

Table of Contents In 2025, we consumed 272 million kWh of renewable electricity, 56.0% of our total consumption, through actions such as power purchasing agreements (“PPAs”), the use of two photovoltaic plants (in Barcelona and Murcia) and refrigeration plants with refrigerant gases with a global warming potential equal to zero. With the aim of replacing the most polluting technologies, we regularly analyze the technological options available on the market, with a special focus on technologies that increase the climate resilience of our facilities.

Our GHG emissions inventory covers all scopes (1, 2, and 3) and categories, following the GHG Protocol and encompassing all company activities:

●	Scope 1 emissions are direct emissions generated by our business activity itself, including by combustion sources. In 2025, our Scope 1 emissions were 121,884 tCO2e, representing a decrease of 1.1% compared to 123,224 tCO2e in 2024;
●	Scope 2 emissions are indirect emissions from the generation of purchased energy, primarily electricity consumed by our business. Using the market-based approach, in 2025 our Scope 2 emissions were 83,893 tCO2e, representing a decrease of 15.2% compared to 98,968 tCO2e in 2024 (which such figure accounts for Biotest’s Scope 2 emissions of 25,092 tCO2e). Using the location-based approach, Scope 2 emissions were 132,698 tCO2e in 2025, representing an increase of 37.1% compared to 96,774 tCO2e in 2024 (which such figure accounts for Biotest’s Scope 2 emissions of 12,431 tCO2e) due to higher electricity consumption and changes in national grid emission factors.
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●	Scope 3 emissions are all other indirect emissions that occur in the value chain of our business both upstream and downstream. Scope 3 includes emissions by suppliers throughout the life cycle of our products or services, business trips, employee travel and commutes, among others. In 2025, our Scope 3 emissions remain virtually unchanged compared with 2024, totaling 1,152,449 tCO2e. Category 1 goods and services continue to account for 48% of Scope 3 emissions, followed by Grifols contracted transportation.
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Since 2019, we have regularly updated our climate risk map as part of our integrated approach to managing climate-related risks and opportunities. This framework helps the company determine whether a potential impact constitutes a material risk or opportunity. In 2025, within the framework of the company’s resilience assessment, we updated our climate risk and opportunity analysis based on recommendations from the international scientific community and the general criteria established by key reporting frameworks such as the CSRD. The analysis included a stressed pessimistic scenario (SSP5-8.5) from the Intergovernmental Panel on Climate Change to assess physical climate risks; a stressed optimistic scenario (“NZS”) from the International Energy Agency to evaluate transition risks; and a strategic analysis aligned with recommendations of the Task Force on Climate-related Financial Disclosures, based on a 2°C global warming scenario (SSP2-RCP-4.5). Additionally, we are developing a Decarbonization Plan that is expected to be published in 2026.

We also estimated the potential financial impacts of each material risk and opportunity in respect of climate change. For this process, we evaluated 27 potential climate-related risks and opportunities across the company’s entire value chain, including suppliers (upstream), our own operations and infrastructure, and the distribution and use of our products (downstream). Following this analysis, we identified 12 material risks and opportunities: 2 physical risks, 6 transition risks and 4 opportunities. 77

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C.	Organizational Structure

Grifols, S.A. is the parent company of the Grifols Group, which was comprised on December 31, 2025, of 90 companies, associates and other subsidiaries. Subsidiaries in which Grifols, S.A. directly or indirectly owned the majority of equity or voting rights have been fully consolidated, as have been companies that Grifols, S.A. controls. In addition, there were three companies that were accounted for using the equity method, because Grifols, S.A. owned between 20% and 50% of its share capital and had no power to govern its financial or operating policies.

See Notes 1 and 2(b) to our audited consolidated financial statements included in this annual report on Form 20-F for details of our consolidated and non-consolidated companies.

D.	Property, Plant and Equipment

Our headquarters is in Barcelona, Spain. As of December 31, 2025, we owned or leased facilities in eight countries, with our main factory locations established in Spain, Germany and the United States. We currently own or lease manufacturing facilities in 16 sites in 7 different locations, four of which have plasma fractionation capabilities. We are currently constructing two plants in Montreal and Egypt that, when complete, will also have plasma fractionation capabilities. The table below shows the geographic location and business purpose of our principal properties as of December 31, 2025.

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Location		Facility	Own/Lease ^(2)^	Business Purpose
Parets del Vallès, Spain		Industrial Facility One Parets	66% owned; 34% of the property is leased from a third party	Plasma fractionation Manufacture of plasma derivatives & business unit support activities

		Industrial Facility Two Parets	80% owned; 20% of the property is leased from a third party	Manufacture of Diagnostic and Healthcare Solutions products

		Industrial Facility Three Parets	70% owned; 30% of the property is leased from a third party	Plasma storage & other operating activities

Los Angeles, California, U.S. – Valley		Industrial Facility, U.S.	92% owned; 8% of the property is leased from a third party	Plasma fractionation Plasma purification Manufacture of plasma derivatives

Los Angeles, California, U.S. – City of Industry		City of Industry, U.S.	100% leased	Plasma storage

Clayton, North Carolina, U.S.		Clayton Facility	100% owned	Plasma fractionation Plasma purification Manufacture of plasma derivatives

Durham, North Carolina, U.S.		Research Triangle Park	22% owned, 78% of the property is leased from a third party	Research and Development Labs and Offices

Emeryville, California, U.S.		Emeryville Facility	100% owned	Manufacture of Diagnostic products

San Carlos, California, U.S.		Alkahest site	100% leased	Research and Development Labs and Offices

South San Francisco, California, U.S.		GigaGen site	100% leased	Research and Development Labs and Offices

Murcia, Spain		Industrial Facility Murcia	100% owned	Manufacture of Healthcare Solutions products

Fribourg, Switzerland		Industrial Facility Switzerland	100% leased	Manufacture of Diagnostic products

Melbourne, Australia		Industrial Facility Australia	100% owned	Manufacture of Diagnostic products

Vista, California, U.S.		Grifols Bio Supplies, INC	100% leased	Manufacture of Biological products

San Marcos, Texas, U.S.		Plasma Testing Lab	100% owned	Plasma testing

San Diego, California, U.S.		San Diego Facility	75% owned; another 25% of the property is leased from a third party	Manufacture of components of the TMA amplified NAT kits

Dublin, Ireland		Global Operations Center	100% leased^(1)^	Operating activities related to the Biopharma business unit

Sant Cugat del Vallès, Barcelona, Spain		Headquarters	100% leased	Headquarters

Derio, Bizkaia, Spain		Progenika Biopharma	90% owned, 10% leased	Manufacture of Diagnostic products & Research and Development

Zaragoza, Spain		Araclon Biotech	100% leased	Research and Development Labs and Offices

Boca Raton, Florida, U.S.		Grifols Bio Supplies, Inc	100% leased	Specialty testing

Arrasate, Guipuzcoa, Spain		Kiro Grifols	100% leased	Manufacture of Hospital equipment and Offices
Memphis, Tennessee, US		Grifols Bio Supplies, Inc	57% owned, 43% leased	Plasma Lab

Leipzig, Germany		Haema	100% owned	Headquarters, Lab & Warehouse

Montreal, Canada		Industrial Facility Montreal	100% owned	Plasma fractionation Plasma purification

Dreieich, Germany<br><br>Cairo, Egypt		Industrial Facility Dreieich<br><br>Industrial facility Cairo	86% owned, 14% leased<br><br>Joint venture with NSPO (49% owned by Grifols, 51% NSPO)	Plasma fractionation<br><br>Plasma Testing Laboratory Plasma Storage
(1)	We hold a 999 year leasehold interest in the property.
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(2)	Lease percentage based on property size.

Plasma Fractionation Plants

Our plasma derivative products are manufactured at our Parets, Los Angeles, Clayton and Dreieich facilities. All of our fractionation facilities have FDA and EMA certification. As of December 31, 2025, our facilities had an aggregate fractionation capacity sufficient to cover our current production needs.

The Parets facility has a unique design that separates the maintenance area from the clean areas required for the fractionation and purification procedures. This design, which we developed in-house, minimizes the risk of contamination and reduces maintenance costs. In addition to licenses from the European Union and other required specific authorities for the production of various plasma derivative products, the Parets facility is also licensed by the FDA. In addition to the plasma fractionation facilities, the Parets site also has protein purification, fill and finish, packaging, storage, research and development and energy co-generation facilities for the Biopharma business unit and manufacturing for the Diagnostic business unit and Healthcare Solutions business line. The Parets facility holds GMP’s, ISO 13485 and ISO 14001 for the Biopharma, Diagnostic and Healthcare Solutions plants and ISO 9001 certifications for its diagnostic manufacturing facilities.

In 2025, we began construction of a new plasma-fractionation plant in Lliçà de Vall (Barcelona, Spain), with a total planned investment of €160 million. We expect that this facility will enable us to double our fractionation capacity in Europe. The project will be integrated into the existing industrial complex in Parets, consolidating a biotechnology hub of approximately 25 hectares. The campus will include fractionation capacity, logistics, analytical laboratories, storage facilities, and a new space dedicated to Grifols Engineering. From an operational and environmental standpoint, the new plant has been designed as a highly digitalized and sustainable campus, with 100% of its electricity consumption covered by renewable sources, advanced monitoring systems, intelligent resource-management technologies, and energy-efficiency and circular-economy principles.

The Los Angeles facility contains purification and aseptic filling areas for coagulation factors, IG and albumin. The facility is licensed by the FDA and Grifols is working to certify the Los Angeles facility with ISO 14001 certification, similar to the rest of our manufacturing plants.

The Clayton facility in North Carolina is one of the world’s largest fully integrated facilities for plasma-derived therapies, including plasma receiving, fractionation, purification, filling/freeze drying and packaging capabilities, as well as freezer storage, testing laboratories and a cGMP pilot plant for clinical supply manufacture. This facility holds the ISO 14001 certification, which recognizes excellence and continuous improvement in environmental performance. The scope of the certification includes research, development, production and quality control of pharmaceutical specialties derived from human plasma.

In October 2020, we acquired our plasma fractionation facility (together with two purification facilities) in Montreal from GC Pharma. Once we finish renovations and obtain all necessary licenses and regulatory approvals for the Montreal facilities, we will become the only large-scale commercial manufacturer of plasma products in Canada. In 2025, the first phase was completed with the commissioning of an albumin purification and filling plant, and we started manufacturing albumin in the Montreal facilities. Phases II and III, currently under development, include the addition of a plasma-fractionation plant and a second IVIG purification and filling facility. We expect to begin plasma fractionation and gammaglobulin manufacturing by 2027.

We have an albumin purification, dosing and sterile filling plant in Dublin, Ireland. This plant allows a significant increase to our capacity for filling albumin in flexible packaging. Aligned with our measures to combat the effects of climate change, the Dublin plant has the latest eco-efficiency technologies to save energy and water.

In April 2022, we acquired the Dreieich facility as a result of the Biotest acquisition. The facility has plasma fractionation capabilities, as well as bulk production plants for albumin, new fibrinogen and IgM concentrate product lines and next-generation polyvalent immunoglobulins. 80

Table of Contents Grifols Egypt, our joint venture with the NSPO, is currently building a new manufacturing site in Cairo that will feature fractionation and purification plants, logistics facilities and a plasma analysis lab to be fully automated. This project is designed to create a complete plasma value chain in Egypt, encompassing plasma donor recruitment, collection centers, laboratory testing, fractionation, purification, and final product manufacturing. Through this joint venture, Egypt achieved self-sufficiency in immunoglobulins, albumin, and coagulation factors in 2025, becoming the sixth country in the world to reach this level of autonomy in plasma-derived medicines. In addition, Grifols Egypt also currently owns 16 plasma-donation centers in Egypt (13 of which are already operating), with plans to expand to 20 in 2026.

Global Operations Center

Our facility in Dublin, Ireland, serves as a global operations center for our Biopharma business unit. This facility occupies 22,846 square meters and operates as the global supply chain management center for the Grifols Group. Our global operations center houses our Biopharma’s global logistics and distribution activities; warehousing of plasma, intermediate paste and finished product, labelling and secondary packaging of products; as well as regulatory and quality assurance activities relating to the supply of plasma and plasma derivatives. Finally, our Dublin facility also centralizes our treasury function and acts as our point of access to the capital markets.

E.	Regulatory Matters

Government Regulation

Government authorities in the United States and in other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, promotion, storage, advertising, distribution, marketing and export and import of healthcare products such as those we collect, manufacture, sell or are currently developing. The process of obtaining regulatory approvals and complying with all applicable laws and regulations requires the expenditure of substantial time and financial resources. The following is a summary of the overall regulatory landscape for our business.

United States Government Regulation

In the United States, the FDA regulates drugs, biologics, plasma collection and medical devices under the FDCA and, as applicable, the PHS Act, and their implementing regulations. Failure to comply with the applicable FDA requirements at any time during the product-development process, approval process or after approval may result in administrative or judicial sanctions. These sanctions could include, as applicable, the FDA’s imposition of a clinical hold on trials for drugs, devices or biologics, refusal to file or approve pending applications, withdrawal of an approval, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties or criminal prosecution or any combination of these sanctions. Any agency or judicial enforcement action could have a material adverse effect on us.

The BLA (Biologics License Application) Approval Process

Drugs that are also biological products, such as our plasma derivative products IG, A1PI, Factor VIII and albumin, and also certain in vitro diagnostic products associated with testing blood and blood components, must also satisfy the requirements of the PHS Act (Public Health Service Act) and its implementing regulations. In order for a biological drug product, or for these in vitro diagnostic tests, to be legally marketed in the United States, the product must have a BLA (Biologics License Applications) approved by the FDA. Obtaining BLA approval from the FDA is a robust process involving, among other things, completion of preclinical laboratory tests, controlled human clinical trials conducted in compliance with Good Clinical Practice (GCP) requirements, submission of manufacturing and chemistry data, and multiple statistical and physical review processes by the FDA. During all phases of clinical development, regulatory authorities require extensive monitoring and auditing of all clinical activities, clinical data and clinical trial investigators, including reports regarding adverse events and safety issues. 81

Table of Contents Given the robust process, certain of our clinical trials may not be completed successfully within any specified period, if at all. Furthermore, we or the FDA may suspend or terminate clinical trials at any time on various grounds, for example, that the subjects or patients may be exposed to an unacceptable health risk, have experienced a serious and unexpected adverse event, or that continued use in an investigational setting may be unethical. Similarly, an IRB may suspend or terminate approval of research if the research is not being conducted in accordance with GMP or if the research has been associated with unexpected serious harm to patients.

Overall, the testing and approval processes require substantial time and effort and there can be no assurance that the FDA will accept the BLA for filing and, even if filed, that any approval will be granted on a timely basis, if at all. In most cases, the BLA must be accompanied by a substantial user fee.

In the United States, our main market, there is an abbreviated regulatory approval pathway for biological products found to be “biosimilar” to or “interchangeable” with a biological “reference product” previously licensed under a BLA. This abbreviated approval pathway is intended to permit a biosimilar product to come to market more quickly and less expensively by relying to some extent on the data generated by the reference product’s sponsor, and the FDA’s previous review and approval of the reference product. The law provides that no biosimilar application may be accepted for FDA review until four years after the date the reference product was first licensed by the FDA, and that the FDA may not make approval of an application effective until 12 years after the reference product was first licensed. The law also includes an extensive process for the innovator biologic and biosimilar manufacturer to litigate patent infringement, validity, and enforceability, which could increase costs of protecting our reference products. Once approved, biosimilars likely would compete with, and in some circumstances may be deemed under applicable laws to be “interchangeable with,” the previously approved reference product. The extent to which a biosimilar product, once approved, will be substituted for any of our products, in a way that is similar to traditional generic substitution for non-biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing. In connection with the FDA’s authority to ensure the development of safe and effective biosimilars, in September 2022, the FDA Biosimilar User Fee Amendments of 2022 were signed into law. The FDA Biosimilar User Fee Amendments of 2022 reauthorize for an additional five years (through 2027) the Biosimilar User Fee Act of 2012, which allows the FDA to assess and collect fees for biosimilars. In October 2025, the FDA issued draft guidance that proposes to eliminate the need for sponsors of biosimilar products to conduct comparative human clinical efficacy studies.

The testing and approval processes to obtain a BLA require substantial time, effort and financial resources, and each process may take several years to complete. Data obtained from clinical activities is not always conclusive and may be susceptible to varying interpretations, which could delay, limit or prevent regulatory approval. The FDA may not grant approval on a timely basis, or at all. We may encounter difficulties or unanticipated costs in our efforts to secure necessary governmental approvals, which could delay or preclude us from marketing our products. The FDA may limit the indications for use or place other conditions on any approvals that could restrict the commercial application of the products. In addition, competition from lower-priced biosimilars following loss of exclusivity may materially reduce sales.

Post-approval Requirements

After regulatory approval of a product is obtained, we are required to comply with a number of post-approval requirements. For example, as a condition of approval of a BLA, the FDA may require post-marketing testing and surveillance to monitor the product’s safety or efficacy. In addition, holders of an approved BLA are required to keep extensive records, to report certain adverse reactions and production problems to the FDA, to provide updated safety and efficacy information and to comply with requirements concerning advertising and promotional labeling for their products. Also, quality control and manufacturing procedures must continue to conform to cGMP regulations and practices, as well as the manufacturing conditions of approval set forth in the BLA. The FDA periodically inspects manufacturing facilities to assess compliance with cGMP, which imposes certain procedural, substantive and recordkeeping requirements. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance. 82

Table of Contents Future FDA inspections may identify compliance issues at our facilities or at the facilities of our third-party suppliers that may disrupt production or distribution, or require substantial resources to correct and prevent recurrence of any deficiencies, and could result in fines or penalties by regulatory authorities. In addition, discovery of problems with a product or the failure to comply with applicable requirements may result in restrictions on a product, manufacturer or holder of an approved BLA, including withdrawal or recall of the product from the market or other voluntary, FDA-initiated or judicial action that could delay or prohibit further marketing. Newly discovered or developed safety or efficacy data may require changes to a product’s approved labeling, including the addition of new warnings and contraindications.

The ACA established and provided significant funding for a Patient-Centered Outcomes Research Institute to coordinate and fund comparative effectiveness research. While the stated intent of comparative effectiveness research is to develop information to guide providers to the most effective therapies, outcomes of comparative effectiveness research could influence the reimbursement or coverage for therapies that are determined to be less cost effective than others.

Orphan Drug Designation

The FDA may grant orphan drug designation to drugs intended to treat a “rare disease or condition” that affects fewer than 200,000 individuals in the United States, or that affects more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available in the United States a drug for such a disease or condition will be recovered from sales in the United States for that drug. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. Orphan drug designation can provide opportunities for grant funding towards clinical trial costs, tax advantages and FDA user fee exemptions. In addition, if a product that has an orphan drug designation subsequently receives the first FDA approval for the indication for which it has such designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other application to market the same drug for the same indication for a period of seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or a meaningfully different mode of administration. Competitors may receive approval of different drugs or biologics for the indications for which the orphan product has exclusivity. However, if a company with orphan drug exclusivity is not able to supply the market, the FDA could allow another company with the same drug a license to market for said indication. The FDA granted Gamunex IVIG orphan drug status, which provided marketing exclusivity for the CIDP indication in the United States through September 2015. Gamunex IVIG was the first IVIG product approved for CIDP in the United States.

Fast Track Designation

The FDA currently offers certain programs, including fast track designation, breakthrough therapy designation, accelerated approval, and priority review which are designed to facilitate the development and review of new drugs that are intended to treat serious or life-threatening conditions and that demonstrate the potential to address unmet medical needs for the conditions. For example, fast track designation applies to a combination of the product and the specific indication for which it is being studied. The sponsor of a product designated for fast track designation may engage in close early communication with the FDA, including through timely meetings and feedback on clinical trials. Products that receive fast track designation also may receive FDA priority review or accelerated approval. Sponsors may also be able to submit completed portions of an application before the entire application is completed; however, the review clock will not officially begin until the entire completed NDA or BLA is submitted to and filed by the FDA. The FDA may notify a sponsor that its program is no longer classified as a fast track development program if the fast track designation is no longer supported by emerging data, the designated drug development program is no longer being pursued, or another product that meets the unmet medical need for the same indication is approved first.

Plasma Collection

The FDA requires a licensing and certification process for each plasma collection center prior to opening and conducts periodic inspections of facilities and processes. Many states also regulate plasma collection, imposing similar obligations and additional inspections and audits. Collection centers are subject to periodic inspections by regulatory authorities, which if noncompliance is alleged, may result in fines, citations, the temporary closing of the centers, loss or suspension of licenses or recall of finished products. 83

Table of Contents Diagnostic Devices

Certain of our products are regulated as medical devices, which are typically subject to clearance for commercialization in the United States, often referred to as an FDA “510(k) clearance,” based on a pre-market notification to the FDA demonstrating the device to be marketed is safe and effective by proving substantial equivalence to a legally marketed device (predicate device). The manufacturers of medical devices must register their establishments with the FDA, and the production of the devices must accord with applicable current good manufacturing practices and quality system regulations. Some states also regulate the manufacture or distribution of certain medical devices, imposing additional licensing, inspection and audit requirements. With respect to the manufacture and sale of immunoassay antigens and antibodies to screen human donated blood and blood products, these products are manufactured and sold under a BLA issued by the FDA, and are subject to the heightened regulatory oversight associated with biological products.

Drug Supply Chain Security Act

The Federal Drug Quality and Security Act of 2013 regulates pharmaceutical supply chain requirements and pre-empts certain state laws. Title II of this act, known as the Drug Supply Chain Security Act (“DSCSA”) establishes a national electronic, interoperable system to identify and trace certain prescription drugs as they are distributed in the United States, including certain of our products. The DSCSA’s track and trace requirements (applicable to manufacturers, wholesalers, repackagers and dispensers (e.g., pharmacies) of prescription drugs) replaced the former FDA drug pedigree requirements and pre-empt state requirements that are inconsistent with, more stringent than, or in addition to, the DSCSA requirements. The DSCSA also establishes certain requirements for the licensing and operation of prescription drug wholesalers and third party logistics providers (“3PLs”), and includes the creation of national wholesaler and 3PL licenses in cases where states do not license such entities to be established in FDA regulations yet to be finalized. The DSCSA generally requires that wholesalers and 3PLs distribute drugs in accordance with certain standards regarding the recordkeeping, storage and handling of prescription drugs. Under the DSCSA, states are pre-empted from imposing any licensing requirements that are inconsistent with, less stringent than, directly related to, or covered by U.S. federal standards, however, the FDA has clarified that current state licensing requirements may remain in effect until the FDA national licensing regulations are finalized and take effect.

Anti-fraud and Abuse Regulation

Since we supply products and services that are reimbursed by U.S. federal healthcare programs such as Medicare and Medicaid, our activities are also subject to regulation by CMS (U.S. Centers for Medicare & Medicaid Services) and enforcement by the OIG (U.S. Office of the Inspector General). The federal Anti-Kickback Statute prohibits providers and others from directly or indirectly soliciting, receiving, offering or paying any remuneration with the intent of generating referrals or orders for services or items covered by a government health care program. Many states have similar laws. Courts have interpreted this law very broadly, including by holding that a violation has occurred if even one purpose of the remuneration is to generate referrals, even if there are other lawful purposes. There are statutory and regulatory exceptions, or safe harbors, that outline arrangements that are deemed lawful. However, the fact that an arrangement does not fall within a safe harbor does not necessarily render the conduct illegal under the Anti-Kickback Statute. In sum, even legitimate business arrangements between the companies and referral sources could lead to scrutiny by government enforcement agencies and require extensive company resources to respond to government investigations. Also, certain business practices, such as payment of consulting fees to healthcare providers, sponsorship of educational or research grants, charitable donations, interactions with healthcare providers that prescribe products for uses not approved by the FDA and financial support for continuing medical education programs, must be conducted within narrowly prescribed and controlled limits to avoid potential liability for wrongfully influencing healthcare providers to prescribe or purchase particular products or as a reward for past prescribing.

The FCA (Federal False Claims Act) is violated by any entity that knowingly presents or causes to be presented a false claim for payment to the U.S. federal government, or that knowingly makes or causes to be made a false record material to such a false claim, or knowingly conceals or avoids an obligation to pay to the government, including by knowingly retaining an overpayment. Payments in violation of the Anti-Kickback Statute can also form the basis for FCA liability. 84

Table of Contents The FCA has been subject to heightened enforcement activity as a result of whistleblowers (called “relators”) who file complaints in the name of the United States (and if applicable, particular states), and who may receive up to 30% of total government recoveries. FCA violators may be liable for treble damages, mandatory penalties, loss of licensing and exclusion from federal and state healthcare programs. Such penalties could have a material adverse effect on our business. Also, these measures may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations or incur substantial defense and settlement expenses. Even unsuccessful challenges by regulatory authorities or relators could result in reputational harm and the incurring of substantial costs. Most states have adopted similar state false claims laws, which could lead to significant additional penalties.

We also are subject to certain United States and foreign laws and regulations concerning the conduct of our foreign operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, German anti-corruption laws and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, which have been the focus of increasing enforcement activity globally in recent years.

The “PPS Act” (Physician Payments Sunshine Act) imposes reporting and disclosure requirements for biologic, drug and device manufacturers with regard to payments or other transfers of value made to physicians, physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, certified nurse-midwives, teaching hospitals, manufacturers and for GPOs (group purchasing organizations), with regard to practitioner and teaching hospital ownership interests in the reporting entity. CMS publishes information from these reports on a publicly available website, including amounts transferred and practitioner and teaching hospital identities. The PPS Act preempts similar state reporting laws, although we or our subsidiaries may also be required to report under certain state transparency laws that address circumstances not covered by the PPS Act, and some of these state laws, as well as the federal law, can be ambiguous. We are also subject to foreign regulations requiring transparency of certain interactions between suppliers and their customers.

Other Health Care Regulation

In the United States, pricing concerns have led to heightened scrutiny and ongoing governmental efforts to increase transparency around healthcare and pharmaceutical drugs costs. For example, on November 12, 2020, CMS issued final rules imposing price transparency requirements on hospitals and group health plans, which went into effect in three stages from 2022 to 2024. As of January 1, 2024, hospitals and group health plans must disclose in-network provider negotiated rates (which include rates with device suppliers and manufacturers), historical out-of-network allowed amounts for all covered items and services, including all prescription drugs and drug pricing information. States have also enacted a variety of transparency rules and regulations. The publication of our negotiated rates could affect our ability to independently negotiate sales contracts and rate agreements.

Another notable Medicare healthcare reform initiative, the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”), established a new quality payment program, which modifies certain Medicare Part B payments to “eligible clinicians,” including physicians, dentists and other practitioners. Under MACRA, certain eligible clinicians are required to participate in Medicare through the Merit-Based Incentive Payment System (“MIPS”) or the Advanced Alternative Payment Models (“APMs”), through which Medicare Part B reimbursement is adjusted up or down based on reported data related to quality, promoting interoperability, cost, and improvement activities. MIPS-eligible clinicians must report annual performance data by March 31 of the following year. Payment adjustments based on submitted data are applied to Medicare Part B claims during the performance year following data submission. MACRA provides substantial financial incentives for physicians to participate in risk contracts, while increasing physician information technology and reporting obligations. MACRA continues to evolve and its implications depend on future regulatory activity and physician activity in the marketplace. New payment and delivery system reform programs, including those modeled after such federal program, are also increasingly being rolled out at the state level through Medicaid administrators, as well as through the private sector, which may further alter the marketplace and impact our business. 85

Table of Contents Recently, a number of states in the United States have also proposed or passed legislation that seeks to directly or indirectly regulate pharmaceutical drug pricing, such as by requiring drug manufacturers to publicly report pricing information or to place a maximum price cap on pharmaceutical products purchased by state agencies. For example, in June 2024, New York implemented a prescription drug price transparency law that requires prescription drug manufacturers to provide advance notice and explanation for certain drug price increases that exceed a specified threshold. California, Colorado, Minnesota, Oregon, Washington and New Jersey have created prescription drug affordability boards, and a number of other states have enacted or are considering similar legislation. Laws of this type may cause us to experience additional pricing pressures on our affected products. For more details on these pressures, see “—Pharmaceutical Pricing and Reimbursement” below.

Antitrust and Consumer Protection

The U.S. federal government, most U.S. states and many foreign countries have antitrust laws that prohibit certain types of conduct deemed to be anti-competitive, as well as consumer protection laws that seek to protect consumers from improper business practices. At the U.S. federal level, the FTC oversees enforcement of these types of laws, and states have similar government agencies. Violations of antitrust or consumer protection laws may result in various sanctions, including criminal and civil penalties. Private plaintiffs may also bring civil lawsuits against us in the United States for alleged antitrust law violations, including claims for treble damages.

European Community Government Regulation

In addition to regulations in the United States, we are subject to a variety of regulations in other jurisdictions governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of countries outside the United States before we can commence marketing that product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country. Also, in addition to approval of final products, plasma collection centers for manufacture into products to be distributed in the European Union must also be approved by the competent European health authority.

Medicines can be authorized in the European Union by using either the centralized authorization procedure or national authorization procedures. The EMA is responsible for the centralized authorization procedure.

Centralized Authorization Procedure

The EMA is responsible for the centralized procedure, or Community authorization procedure, for human medicines. This procedure results in Community marketing authorization, the single marketing authorization that is valid across the European Union, as well as in the European Economic Area/European Free Trade Association states Iceland, Liechtenstein and Norway.

The Community authorization procedure is compulsory for:

●	medicines derived from biotechnology processes, such as genetic engineering;
●	advanced-therapy medicines, such as gene-therapy, somatic cell-therapy or tissue-engineered medicines;
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●	medicinal products for human use containing a new active substance that did not receive Community marketing authorization when the Community authorization procedure was first implemented, for which the therapeutic indication is the treatment of human immunodeficiency virus (“HIV”) or acquired immune deficiency syndrome (“AIDS”), cancer, neurodegenerative disorders, diabetes, autoimmune diseases and other immune dysfunctions or viral diseases; and
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●	officially designated orphan medicines (medicines for rare diseases).
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●	containing new active substances for indications other than those stated above;
●	representing significant therapeutic, scientific or technical innovations; or
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●	for which the granting of a Community marketing authorization would be in the interests of European Union public health.
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Our blood derivative products are not subject to compulsory Community authorization, but it is an option for our new products. Flebogamma DIF 50 mg/ml and 100 mg/ml, VeraSeal solutions for sealant and Tavlesse (fostamatinib) were approved through the Community authorization procedure.

Applications through the Community authorization procedure are submitted directly to the EMA. Evaluation by the EMA’s relevant scientific committee takes up to 210 days, at the end of which the committee adopts an opinion on whether the medicine should be marketed. This opinion is then transmitted to the European Commission, which has the ultimate authority for granting marketing authorizations in the European Union.

Once a Community marketing authorization has been granted, the holder of that authorization can begin to make the medicine available to patients and healthcare professionals in all European Union countries.

National Authorization Procedures

Each European Union member state has its own procedures for the authorization, within its own territory, of medicines that fall outside the scope of the Community authorization procedure. There are two possible routes available to companies for the authorization of such medicines in several countries simultaneously.

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Decentralized procedure. Using the decentralized procedure, companies may apply for simultaneous authorization in more than one European Union country of medicines that have not yet been authorized in any European Union country and that do not fall within the mandatory scope of the centralized procedure.

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Mutual-recognition procedure. In the mutual-recognition procedure, a medicine is first authorized in one European Union member state, in accordance with the national procedures of that country. Following such authorization, further marketing authorizations can be sought from other European Union member states in a procedure whereby the countries concerned agree to recognize the validity of the original, national marketing authorization.

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Our products Niuliva 250 I.U./ml and Xembify 200 mg/ml were approved through the decentralized procedure. Our products Prolastina 1000 mg/ml, and Gamunex 10% and some of the Human Albumin Grifols / Albutein licenses were approved through the mutual-recognition procedure. All our other products were approved pursuant to individual national procedures. We expect to use the mutual-recognition procedure if we want to extend our product licenses to other European countries in the future.

In some cases, disputes arising in these procedures can be referred to the EMA for arbitration as part of a “referral procedure.”

Orphan Drug Designation

Applications for designation of orphan medicines are reviewed by the EMA through the Committee for Orphan Medicinal Products. The criteria for orphan designation are:

●	the medicinal product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting no more than five in 10,000 persons in the European Union at the time of submission of the designation application (prevalence criterion);

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●	the medicinal product is intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition, and without incentives it is unlikely that the revenue after marketing of the medicinal product would cover the investment in its development; and
●	either no satisfactory method of diagnosis, prevention or treatment of the condition concerned is authorized, or, if such method exists, the medicinal product will be of significant benefit to those affected by the condition.
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Companies with an orphan designation for a medicinal product benefit from incentives such as:

●	protocol assistance (scientific advice for orphan medicines during the product-development phase);
●	direct access to centralized marketing authorization and 10-year marketing exclusivity;
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●	financial incentives (fee reductions or exemptions); and
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●	national incentives detailed in an inventory made available by the European Commission.
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Orphan medicinal products are eligible for the following level of fee reductions:

●	full (100%) reduction for small- and medium-sized enterprises, or SMEs, for protocol assistance and follow-up, full reduction for non-SME sponsors for pediatric-related assistance and 75% reduction for non-SME sponsors for non-pediatric assistance;
●	to determine which companies are eligible for SME incentives, the EMA applies the definition of micro-, small- and medium-sized enterprises provided in the Commission of the European Communities’ Commission Recommendation 2003/361/EC. To qualify for assistance, companies must be established in the European Economic Area, employ less than 250 employees and have an annual turnover of not more than €50 million or an annual balance sheet total of not more than €43 million;
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●	full reduction for pre-authorization inspections for all sponsors and 90% reduction for post-authorization inspections for small- and medium-sized enterprises;
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●	full reduction for SMEs for new applications for Community marketing authorization and 10% reduction for non-SME sponsors; and
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●	full reduction for post-authorization activities including annual fees only to small and medium sized enterprises in the first year after granting a marketing authorization.
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We have EMA Orphan Drug Designations for the following products:

●	alpha-1 proteinase inhibitor (for inhalation use) for the treatment of cystic fibrosis; and
●	alpha-1 proteinase inhibitor (for inhalation use) for the treatment of congenital alpha-1 antitrypsin deficiency.
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Because each of these products is already authorized for a non-orphan indication in the EU, in order to obtain marketing authorization for any of the above-mentioned orphan indications, we would be required to apply for a separate marketing authorization through the Community authorization procedure for such indication, using a different proprietary name. It is not possible to extend the existing marketing authorization to cover the new orphan indication. Orphan and “non-orphan” indications cannot be covered by the same marketing authorization. 88

Table of Contents United Kingdom Regulatory Process

The United Kingdom (“U.K.”) withdrew from the E.U. on January 31, 2020, and is no longer an E.U. Member State. A transition period, during which E.U. pharmaceutical law continued to be applicable to the U.K., ended on December 31, 2020.

As of January 1, 2021, the protocol in Ireland/Northern Ireland was applicable and had an impact on marketing authorizations for medicinal products in the U.K. with respect to Northern Ireland. However, as of January 1, 2025, a new agreement between the E.U. and the U.K. called the “Windsor Framework” amended the Protocol of Northern Ireland and set out the long-term arrangements for the supply of medicines into Northern Ireland. The Windsor Framework ensures that medicines can be approved and licensed on a U.K.-wide basis by the Medicines and Healthcare products Regulatory Agency (“MHRA”) and medicines can be supplied in the same packs across the U.K. It also provides for the disapplication of European Union Falsified Medicines Directive (“FMD”) requirements for medicines marketed and supplied in Northern Ireland.

There are several routes to obtain a marketing authorization in the U.K. The options available are determined by the intended market and the type of application. To obtain a marketing authorization, you need to use one of the following procedures:

National Routes:

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National Procedure. Applies to U.K. national marketing authorization applications for both innovative and established medicines, but the requirements, procedures and timetables differ. The innovative medicines timetable allows for a positive decision within 150 clock-on days if all issues are resolved following one round of questions. The established medicines timetable allows for a final decision within 210 days, with the possibility of an earlier decision if only minor issues are raised;

●

Rolling review. Permits the submission of your application in module(s), to obtain a marketing authorization in the United Kingdom. This is a new route for marketing authorization applications, where an applicant for a new active substance in the U.K. or for a similar biological medicinal product (a biosimilar) submits modules of the eCTD dossier incrementally for pre-assessment by the MHRA, rather than as part of a consolidated full dossier submission.

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This rolling review is intended to streamline the development of novel medicines by offering periodic enhanced regulatory interaction and advice to reduce the risk of failure at the final phase and may be integrated with the Target Development Profile (“TDP”) to provide a clearer pathway for development of innovative medicines.

Marketing authorization applications for any new active substance based on a “full dossier,” including biosimilar products, are eligible for the rolling review;

●

International recognition procedure (a 60-day to 110-day procedure). As of January 1, 2024, the EC Decision Reliance Procedure and the Mutual Recognition/Decentralized Reliance Procedure have been replaced by the new International Recognition procedure (“IRP”). This route applies to new marketing authorization applications, variations, line extensions and renewals and is open to applicants that have already received an authorization for the same product from one of MHRA’s specified Reference Regulators (“RRs”). A positive opinion from the Committee for Medicinal Products for Human Use or a Mutual Recognition/Decentralized positive end of procedure outcome is an RR authorization for the purposes of IRP. Apart from the EMA and the E.U. Member State Competent Authorities, there are other possible RRs (such as Australia, Canada and the United States). IRP will allow the MHRA to take into account the expertise and decision-making of trusted regulatory partners for the benefit of U.K. patients. The MHRA will conduct a targeted assessment of IRP applications but retain the authority to reject applications if the evidence provided is considered insufficiently robust.

●

Unfettered Access (UAP) from Northern Ireland (a 70-day procedure). Applicants may seek recognition in the UK of a marketing authorization approved in Northern Ireland under certain qualifying conditions. Following implementation of the Windsor Framework, if granted, a marketing authorization (MA) made through UAP will result in a UK-wide MA and the Northern Ireland MA will be revoked.

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Table of Contents This route is available for marketing authorizations approved in Northern Ireland via European procedures (MR or DC procedures only).

Applications should include the dossier as approved for marketing in Northern Ireland, accompanied by all iterations of the relevant RMS assessment reports.

International routes (collaborative procedures):

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Access consortium. The Access consortium is a medium-sized coalition of regulatory authorities that work together to promote greater regulatory collaboration and alignment of regulatory requirements for companies intending to market a medicine in the U.K., Australia, Canada, Singapore and/or Switzerland. The MHRA joined the consortium in 2020 and commenced work-sharing applications in January 2021; and

●

Project Orbis. Project Orbis is a program coordinated by the FDA involving the regulatory authorities of Australia (TGA), Canada (Health Canada), the United Kingdom (MHRA), Singapore (HSA), Brazil (ANVISA), Israel (IMoH) and Switzerland (Swissmedic) to review and approve promising cancer treatments.

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Further information can be found in the U.K.’s website for license applications (www.gov.uk).

Canadian Regulatory Process

Authorization to Market. In 2024, Health Canada implemented several regulatory modernization initiatives to streamline product approvals and enhance responsiveness to public health needs. Notably, in November 2024, Health Canada introduced the Agile Licensing Framework, amending the Food and Drug Regulations (“FDR”) and Medical Devices Regulations (“MDR”). These amendments expand Health Canada’s authority to impose terms and conditions on market authorizations and formalize the use of rolling reviews to facilitate earlier access to promising therapies. Therapeutic products can be marketed in Canada after they have been subject to a review to assess their safety, efficacy and quality. A New Drug Submission must be submitted to Health Canada for review, and a Notice of Compliance (“NOC”), and/or a Drug Identification Number (“DIN”), must be received by the sponsor prior to marketing a product in Canada. Responsibility for review of pharmaceutical drug products resides with Health Canada’s Therapeutic Products Directorate (“TPD”), while responsibility for review of biological products is under the Biologics, Radiopharmaceuticals and Genetic Therapies Directorate (“BGTD”). An active DIN is required for any product being marketed in Canada. Our IG, A1PI, albumin and hyperimmune products are subject to these review and authorization processes.

Changes to Market Authorization. There are four classes of changes to existing market authorizations in Canada. Level 1 changes are considered “significantly different” and have the potential to impact safety, efficacy, quality or effectiveness of the product. These require the filing of a Supplemental New Drug Submission, and a NOC must be issued by Health Canada prior to implementation of the change. Level 2 changes are not considered “significant,” but a “Notifiable Change” submission must be filed to Health Canada for review, and approval is provided via a “No Objection” letter to the sponsor. Level 3 changes have minimal potential to impact safety, quality or effectiveness and can be made without prior approval of Health Canada; a summary of these changes is reported to Health Canada with the sponsor’s Annual Drug Notification. Level 4 changes are implemented without any notification to Health Canada, based on no expectation of risk.

Shortage Management. In December 2024, Health Canada proposed amendments to the FDR and MDR to strengthen its authority to manage drug and medical device shortages. If adopted, these amendments will require market authorization holders to report shortages, discontinuations, and unexpected surges in demand, enabling Health Canada to respond more proactively to supply risks.

Clinical Trials. A Clinical Trial Application (“CTA”), must be submitted to Health Canada prior to conducting any study protocol that proposes the use of a new product, or the use of an existing product, where the indication, target population, route of administration or dosing differs from the current market authorization. The CTA should include summaries of preclinical and clinical studies conducted and (if applicable) chemistry, manufacturing and control data, and is submitted to either TPD (for drug products) or BGTD (for biological products) for review. The TPD or BGTD are responsible for assessing protection and safety of the participants as well as quality of the product; they will issue a “No Objection” letter to sponsors for studies deemed acceptable. Research ethics board approval for each trial is also required prior to conduct of the study. 90

Table of Contents Establishment Licensing. All establishments in Canada that are involved in the fabrication, packaging/labeling, testing, import, distribution or warehousing of drug products must have a current establishment license (once an establishment license is issued, an annual report must be submitted by April 1 of each year to maintain the effectiveness of that license). As an importer/distributor, part of the licensing requirements include demonstration that any foreign (non-Canadian) facilities involved in fabrication, packaging/labeling or testing of products imported/distributed under the license comply with cGMP.

Post-Approval Requirements. In December 2024, Health Canada amended the regulatory framework governing product recalls, introducing mandatory reporting obligations to enhance oversight and response capabilities. The Health Products and Food Branch Inspectorate continues to inspect licensed establishments for cGMP compliance. Adverse drug reactions must be reported in accordance with Health Canada’s pharmacovigilance requirements to the Marketed Health Products Directorate.

Regulatory Coordination. As of May 1, 2024, the CADTH transitioned into Canada’s Drug Agency (“CDA”). The CDA now plays a broader role in coordinating national drug policy, providing evidence-based evaluations of health technologies and therapeutics, and advising public payers on funding decisions.

Regulatory Process for Markets outside the United States, Europe, United Kingdom and Canada

The majority of regulatory authorities in countries outside the United States, Canada and Europe require that a product first be approved by the FDA or European authority prior to granting the market authorization in their country. There are a limited number of countries (Bahamas, Bermuda, Guam, Oman and Qatar) that do not require further local product registration for products and they may be distributed based on the existing FDA approval.

In addition to requiring the submission of a license application containing documentation supporting the safety, efficacy and quality of the product, many countries require the submission of FDA Export Certificates for our products to provide assurance that such products can be legally marketed in the United States. The Certificate of Pharmaceutical Product (“CPP”), and/or the Certificate to Foreign Government (“CFG”), are issued by the FDA at the request of the manufacturer seeking licensing in the country outside the United States. The CPP conforms to the format established by the World Health Organization (“WHO”), and is intended for use by the importing country when considering whether to license the product in question for sale in that country. The CFG serves to document that the product can be legally marketed in the United States and the manufacturer is in compliance with GMP. A limited number of regulatory authorities in countries outside United States, Canada and Europe conduct onsite inspections to verify GMP compliance. Failure to maintain and document GMP compliance could result in withdrawal of marketing authorization. In addition changes to manufacturing or testing procedures for the product require approval of the change in the United States prior to the submission of the variation to the registration in the international market. These changes may require approval in each market in order to maintain product distribution. Furthermore, any changes in the distributors supporting our export business could result in a loss of sales.

Pharmaceutical Pricing and Reimbursement

In the United States and other countries, sales of our products depend, in material respects, on the availability of reimbursement from third-party payors. Third-party payors include government health programs, managed care providers, private health insurers and other organizations. These third-party payors are increasingly challenging the prices and examining the cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of healthcare products newly approved by regulatory authorities. For example, third-party payors may deny reimbursement if they do not consider the products to be cost-effective as compared to available alternative products. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.

United States Pharmaceutical Pricing and Reimbursement

In the United States, our products are reimbursed or purchased under several government programs, including Medicaid, Medicare (Parts B and D) and hospitals may purchase at discounted prices under the 340B Program. Medicaid is a joint state and federal government health plan that provides covered outpatient prescription drugs for low income individuals. Medicare is a federally run program that provides healthcare to persons aged 65 and over, as well as certain persons of any age with certain disabilities. The 340B Program is a U.S. federal government drug pricing program under the PHS Act. The availability of federal funds to pay for our products under the Medicaid and Medicare Part B programs requires that we extend discounts under the 340B Program. 91

Table of Contents Medicaid, the 340B Program and the Department of Veterans Affairs.

Medicaid includes a variety of reimbursement programs that differ state by state and imposes reimbursement requirements applicable to both fee-for-service and managed care arrangements. These requirements are applicable to certain of our products. Under Medicaid, drug manufacturers pay rebates to the states based on utilization data provided by the states and pricing information provided by manufacturers, such as AMP (average manufacturer price) and the lowest price available from the manufacturer during the rebate period to any entity in the United States in any pricing structure in the same quarter for which the AMP is computed (“Best Price”). The states share the rebates with the U.S. federal government. The rebate amount for most brand name drugs is the greater of 23.1% of the AMP per unit or the difference between the AMP and Best Price per unit as adjusted by the U.S. Consumer Price Index for All Urban Consumers (“CPI-U”), subject to certain exceptions. For example, the rebate amount for certain clotting factors such as Factor VIII and Factor IX is the greater of 17.1% of the AMP per unit or the difference between the AMP and the Best Price per unit as adjusted by the CPI-U, and the rebate amount for non-innovator multiple source (generic) drugs is equal to a minimum of 13.0% of AMP.

The availability of federal funds to pay for our products under Medicaid requires that we extend discounts under the 340B Program. The 340B Program extends prescription drug discounts to certain entities, including a variety of community health clinics and certain other entities that receive governmental health care grants, as well as hospitals that serve a disproportionate share of low income individuals, certain cancer centers, children’s hospitals, critical access hospitals and rural referral centers. The 340B Program prescribes a pricing methodology based on a PHS Act ceiling price that generally cannot be greater than the AMP less the unit rebate amount established under the Medicaid drug rebate program. We have entered into a PPA with the government whereby we participate in the 340B Program by charging eligible entities no more than the PHS Act ceiling price for drugs intended for outpatient use. The HRSA (Health Resources & Services Administration) of the HHS, the federal agency overseeing the 340B Program, continually issues evolving requirements with respect to the 340B Program, which creates uncertainty. For example, in February 2026, HRSA officially withdrew its 340B Rebate Model Pilot Program and subsequently issued a request for information seeking comments on launching a new 340B Program rebate model.

Also as a condition for Medicaid reimbursement, we make our products available for purchase by authorized government users of the Federal Supply Schedule (“FSS”) pursuant to such users’ FSS contracts with the Department of Veterans Affairs. These transactions involve establishing a FSS price in negotiation with the Department of Veterans Affairs. Companies are also required to offer discounted drug pricing to four federal agencies — the Department of Veterans Affairs, the Department of Defense, the Coast Guard and the PHS (including the Indian Health Service) — for federal funding to be made available for reimbursement of products under the Medicaid program. Sales to those four federal agencies must utilize a ceiling price methodology that generally requires drug prices to be at least 24.0% below the non-federal AMP for the prior fiscal year.

Medicare and the 340B Program.

The primary Medicare programs that may affect reimbursement for the Grifols Group are Medicare Part B, which covers physician services and outpatient care, and Medicare Part D, which provides a voluntary outpatient prescription drug benefit.

Medicare Part B reimburses providers for certain covered drugs and biologicals furnished in the outpatient setting, such as physician offices and hospital outpatient settings, generally at a rate of average sales price (“ASP”) + 6%. Starting January 1, 2018 a CMS rule reduced Medicare Part B reimbursement for 340B hospital outpatient drugs to a rate of ASP - 22.5%. Such reduction was ruled unlawful by the U.S. Supreme Court on June 15, 2022, causing CMS to reinstate the general ASP + 6% rate retroactively to January 1, 2018. Following this ruling, CMS issued a new rule on November 8, 2023 determining that affected hospitals will receive a one-time lump-sum amount plus a budget-neutrality offset going forward, which together equal the approximate payment they would have received if the 2018-2022 340B Program payment policy had never existed. The 340B Program remains subject to legal challenges involving litigation that may result in program changes, which creates uncertainty. We believe that we meet the requirements of the 340B Program and are continuing to review and monitor these and other developments affecting the 340B Program. In addition, under the Bipartisan Budget Act of 2013 and subsequent measures, Medicare is subject to a 2% reduction in federal spending, or “sequestration,” including drugs reimbursed under Medicare, for federal fiscal years 2013 through 2032. The full ramifications of this sequestration for Medicare reimbursement remain uncertain, as further Congressional action may reduce, eliminate or otherwise change this payment reduction. 92

Table of Contents Medicare Part D coverage is administered through private insurers that contract with CMS. To obtain payments under this program, which covers certain of our products, we are required to negotiate prices with private insurers operating pursuant to federal program guidance, and these prices may be lower than we might otherwise obtain. In addition, the Medicare Part D Program had included a coverage gap feature, where once beneficiaries had expended certain amounts for drugs payable under Medicare Part D, Medicare Part D benefits were decreased for a period until certain levels of out-of-pocket spending were incurred by such beneficiaries. Pursuant to this coverage gap, drug manufacturers were required to provide a 70% discount (the “Coverage Gap Discount”) for certain drugs falling within a beneficiary’s coverage gap. However, as of January 1, 2025, under the federal Inflation Reduction Act of 2022, CMS eliminated the coverage gap design and Coverage Gap Discount, and implemented a “Manufacturer Discount Program” under which, after beneficiaries meet their Medicare Part D deductible, drug manufacturers generally must provide discounts of 10% on applicable drugs during an initial coverage phase and 20% during a catastrophic coverage phase. Because this new design is expected to decrease Medicare beneficiaries’ out-of-pocket costs, manufacturers’ share of those costs may increase. Consequently, our net revenue, beginning in 2025, may be adversely affected.

Additionally, the Inflation Reduction Act of 2022 provides Medicare, for the first time, with the ability to negotiate drug prices directly with drug manufacturers to determine the price Medicare will pay for certain drugs covered under Medicare Part D (effective as of 2026) and Medicare Part B (effective as of 2028). Certain drugs are excluded from the negotiation process, such as drugs with an orphan designation as their only FDA-approved indication and certain plasma-derived drugs. To the extent our drugs fall within any of the aforementioned excluded categories, Medicare would not have the ability to negotiate our prices for those drugs. Manufacturers that fail to comply with program requirements may be subject to civil monetary penalties and excise taxes.

Also under the Inflation Reduction Act of 2022, if a manufacturer increases the prices generally for brand name prescription drugs and biologicals covered under Medicare Part B or certain drugs and biologicals covered under Medicare Part D, in each case at a higher rate than the applicable inflation rate for such products, then such manufacturer will be required to pay rebates to Medicare. If our products are used by Medicare beneficiaries, we will be required to pay rebates to Medicare or potentially face fines representing the difference between the actual and the inflated prices. And, beginning in 2025, this law modifies a manufacturer’s liability relating to Medicare’s spending above a beneficiary’s out-of-pocket cap. In a December 13, 2023 guidance document, CMS generally outlined its calculation methodologies and processes, including certain adjustments (such as in the event of drug shortages, with, for example, certain greater reductions provided for plasma-derived products). CMS issued final rulemaking for the Medicare Prescription Drug Inflation Rebate Program on November 1, 2024, including to codify these programs. Beginning in 2025, CMS issued the first round of invoices to drug manufacturers for these rebates, including for years 2022, 2023 and 2024. Manufacturers’ failure to timely pay a rebate amount due may result in the imposition of civil monetary penalties. We are continuing to review and monitor these new Inflation Reduction Act programs under Medicare, which create uncertainty and may adversely affect our business.

Other Relevant Regulations.

The ACA imposes an annual fee on certain manufacturers and importers of branded prescription drugs and biologics in general if the entity has aggregated branded prescription drug and biologic sales of over $5 million to specified United States government health programs such as the Department of Veteran Affairs, or pursuant to coverage under such specified government health programs, such as Medicare Part B, Medicare Part D and Medicaid. The fee to each covered entity generally is calculated as an allocated portion of an aggregate amount of branded sales attributed to all covered entities, which aggregate amount is subject to change. Since 2019, the aggregate annual fee amount has been $2.8 billion. In addition, the Prescription Drug User Fee Act (“PDUFA”) sets forth user fees that pharmaceutical and biological companies pay to the FDA for certain applications for approvals of drugs and biologicals, licensing of certain biological products, and certain prescription drug program fees assessed annually for eligible products. The fees under PDUFA cover a substantial portion of the FDA’s operating budget, and the measure also addresses aspects of the regulatory approval process, such as timing and procedures. The PDUFA is subject to reauthorization by Congress every five years and, in September 2022, the FDA User Fee Reauthorization Act of 2022 was signed into law, reauthorizing the PDUFA for fiscal years 2023 through 2027. 93

Table of Contents Federal, state and local governments in the United States have enacted and continue to consider additional legislation to limit the growth of healthcare costs, including the costs of prescription drugs. In May 2025, the United States government issued an executive order directing the HHS to facilitate direct-to-consumer purchasing programs for prescription drug manufacturers that sell their products to American patients at the most-favored-nation price and to communicate most-favored-nation price targets to manufacturers and propose a rulemaking plan to impose most-favored-nation pricing if “significant progress” is not made towards achieving such pricing. For example, in May 2025, the United States government issued an executive order aiming to implement “most-favored-nation” pricing tying U.S. prescription drug prices with prices in selected comparably developed nations. In July 2025, several pharmaceutical companies received letters from the United States government seeking commitments to advance such “most-favored-nation” drug pricing goals. In addition, CMS’s proposed Global Benchmark for Efficient Drug Pricing (GLOBE) and Guarding U.S. Medicare Against Rising Drug Costs (GUARD) models would assess a rebate for certain drugs payable under Medicare Part B and Part D.

An increasing number of states in the United States have also proposed or passed legislation that seeks to directly or indirectly regulate pharmaceutical drug pricing, such as by requiring drug manufacturers to publicly report pricing information or to place a maximum price ceiling on pharmaceutical products purchased by state agencies. For example, in June 2024, New York implemented a prescription drug price transparency law that requires prescription drug manufacturers to provide advance notice and explanation for certain drug price increases that exceed a specified threshold. Laws of this type may cause us to experience additional pricing pressures on our affected products, and could adversely affect our business.

Furthermore, the marketability of any products for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. Existing and future legislation could limit payments for our existing products or for drug candidates that we are developing, including possibly permitting the federal government to negotiate prices directly with manufacturers. This increasing emphasis on managed care in the United States has increased and will continue to increase the pressure on pharmaceutical pricing. For a discussion of certain risks related to reimbursement and pricing, see Item 3 of this Part I, “Key Information—D. Risk Factors—Risks Relating to the Healthcare Industry—United States Healthcare Reform may adversely affect our business.”

European Union Pharmaceutical Pricing and Reimbursement

Our operations in the E.U. are subject to strong regulations affecting the pricing of and market access to our products. Ministries of Health (MoH) across E.U. Member States oversee the price of pharmaceutical products through cost containment measures applied to national healthcare systems. As such, over the last decades, governments in the E.U. Member States have been introducing severe Health Economics and Outcomes Research (“HEOR”) criteria, a multidisciplinary field that studies the economic, clinical and societal impact of healthcare interventions, to limit increases in costs, particularly with respect to innovative prescription drugs.

HEOR criteria are implemented by Health Technology Assessment (HTA) organizations on a national basis, a process that evaluates the effects and impacts of health technologies and interventions to inform policy and decision-making in healthcare, and include cost-effectiveness analysis, budget impact models and additional clinical benefits versus existing marketed (or in development) drugs used as benchmarks for comparison, with the objective to appraise the value proposition and determine the price and reimbursement levels. E.U. Member States also seek to limit healthcare expenditure by passing legislation and health policies to impose mandatory rebates for pharmaceutical products and financial claw-backs to the pharmaceutical industry, as well as International Reference Pricing (“IRP”), a cost-control mechanism where a country benchmarks its drug prices to those in other countries either applying the lowest or average calculation among a basket of selected countries. We expect that E.U. Member States will continue to pursue actions to reduce healthcare expenditures in the upcoming years. 94

Table of Contents Pricing and Reimbursement in Other Countries

Many countries around the world have been taking steps to control healthcare costs, particularly as they relate to prescription drugs. For example, in Asia, pharmaceutical pricing and reimbursement regulations vary significantly across countries, reflecting diverse healthcare infrastructures and economic conditions. In China, the government has implemented several reforms to control drug prices and improve access. The National Healthcare Security Administration (“NHSA”) oversees the centralized procurement of drugs, which has led to significant price reductions for many medications. In India, the National Pharmaceutical Pricing Authority (“NPPA”) regulates drug prices to ensure medicines remain affordable. The NPPA enforces the “Drug Price Control Orders,” which set ceiling prices for essential medicines based on factors like production costs and market competition.

Australia’s Medical Services Advisory Committee (“MSAC”) also uses a HTA framework to assess applications for public funding, including: (i) a PICO (population, intervention, comparator, outcome) to describe the population, intervention, comparator and outcome for the health service or technology; (ii) an assessment report (developed by the applicant or an HTA group) to review the clinical evidence and conduct HEOR evaluations of the service or technology; (iii) an independent critique (commentary) of applicant-developed assessment reports; and (iv) consultation input from stakeholders. Recently, patient groups have also been invited to provide feedback in the frame of a more patient-centric approach.

Japan’s healthcare fees are administered on a fee-for-service (“FFS”) basis, in which the provider calculates reimbursements based on the number of points allocated for each item and is then reimbursed for the service or product based upon the number of points. The Japanese payment system (diagnosis procedure combination, or “DPC”) is similar to the diagnosis related groups (“DRG”) prospective payment system (“PPS”) found in the U.S. and in some European countries. Although DPC has not resulted in lower costs due to its unique mix of PPS with FFS, there is strong opposition against further integration of PPS.

In Latin America, countries employ diverse strategies to regulate pharmaceutical pricing and reimbursement, often combining direct price controls with reference pricing systems. In Brazil, the Chamber for Regulation of the Medicines Market (“CMED”) sets maximum prices for medications considering factors such as production costs and economic evaluations. In Argentina, the government also implements direct price controls, negotiating prices with pharmaceutical companies to maintain affordability. These are examples of countries utilizing reference pricing systems, benchmarking drug prices against those in other nations to ensure competitiveness and prevent excessive pricing, a practice that is used in many jurisdictions globally.

In Canada, pharmaceutical pricing and reimbursement are governed by a combination of federal oversight and provincial/territorial collaboration. The Patented Medicine Prices Review Board (“PMPRB”) is a federal agency responsible for ensuring that prices of patented medicines are not excessive. It establishes maximum allowable prices by reviewing factors such as the prices of similar drugs in Canada (Internal Reference Pricing rule) and internationally (International Reference Pricing). The pan-Canadian Pharmaceutical Alliance (“pCPA”) negotiates drug prices on behalf of public drug plans across provinces and territories, aiming to achieve consistent and lower drug costs. Furthermore, the Canadian Agency for Drugs and Technologies in Health (“CADTH”), now renamed Health Technology Review, conducts health technology assessments, including clinical and economic evaluations, to inform reimbursement decisions for most public drug plans in Anglophone Canada, whereas in Francophone Canada the responsible body for HTA of pharmaceutical products is Institut National d’Excellence en Santé et en Services Socieux (“INESSS”).

Item 4.A.UNRESOLVED STAFF COMMENTS

None.

Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following is a review of our financial condition and results of operations as of December 31, 2025 and 2024, and for the three years ended December 31, 2025, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations. You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this annual report on Form 20-F. 95

Table of Contents Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties. You should read “Cautionary Statement Regarding Forward-Looking Statements” in this Part I for a discussion of the risks related to those statements. You should also read Item 3 of this Part I, “Key Information—D. Risk Factors” for a discussion of certain factors that may affect our business, financial condition and results of operations.

We have prepared our audited consolidated financial statements as of December 31, 2025 and 2024, and for the three years ended December 31, 2025 in accordance with IFRS, as issued by the IASB. The financial information and related discussion and analysis contained in this item are presented in euros except as otherwise specified. Unless otherwise specified the financial information analysis in this annual report on Form 20-F is based on our actual audited consolidated financial statements as of December 31, 2025 and 2024, and for the three years ended December 31, 2025.

See “Presentation of Financial and Other Information” in this Part I for further information on our presentation of financial information.

A.	Operating Results

Subsequent Events

Potential U.S. Biopharma IPO

Following approval by our Board, on March 24, 2026 we announced that we will potentially pursue an initial public offering of a minority stake in our U.S. Biopharma business, subject to market conditions and applicable legal and regulatory requirements. The transaction is intended to support our strategic priorities, including debt reduction and investment in growth initiatives. Upon completion, Grifols S.A. would retain control of the U.S. business and remain listed in Spain, while the U.S. Biopharma entity would operate as a separately governed, U.S.-listed company with its own board and management team.

Repayment of EIB Term Loans

On March 16, 2026, we prepaid in full the outstanding amounts owed under the 2017 EIB Term Loan and 2018 EIB Term Loan, resulting in the termination of the EIB Term Loans. We are currently negotiating with the EIB the execution of the corresponding documentation for the cancellation of the security interest and guarantees granted in favor of the EIB to secure/guarantee the EIB Term Loans.

Joint Business Arrangements with Ortho

Our joint business arrangement with Ortho (QuidelOrtho), initiated over 40 years ago and originally focused on the development and production of HIV and HCV antigens, was terminated effective January 1, 2026, pursuant to a Settlement and Termination Agreement executed on April 11, 2026, as both businesses and the relevant market have significantly evolved over time. We agreed on a settlement amount of $65.0 million to be paid by QuidelOrtho to us as a final and comprehensive settlement of all matters arising from the termination: $25.0 million in Q2 2026, $25.0 million in Q1 2027, and $15.0 million in Q1 2028. Concurrently, we entered into a new multi-year Exclusive Supply Agreement with Ortho under which we continue as exclusive supplier of antigens to Ortho, while retaining the right to supply antigens to third parties (including Abbott Laboratories, Siemens and OraSure Technologies) and to develop products independently, subject to customary intellectual property terms.

Refinancing of a portion of our senior secured debt

Subsequent to December 31, 2025, we continued to advance our plans to proactively refinance our senior debt maturing in 2027. On April 14, 2026, we entered into a new credit agreement with a syndicate of banks whereby such banks have agreed to extend certain credit facilities consisting of term loans of $2 billion and €1.25 billion, both maturing in April 2033, as well as a revolving credit facility of $2.065 billion, maturing in October 2032 (subject to a springing maturity if certain material indebtedness is not refinanced in advance of its maturity). The proceeds of the term loans are being used to fully repay the outstanding loans under the First Lien Credit Facilities and certain other debt. See Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—New Credit Facilities.” 96

Table of Contents

Changes in Board of Directors

Effective January 2026, (i) Ms. Laura de la Cruz Galan was appointed as Secretary non-member of the Board, replacing Mrs. Núria Martín Barnés, and (ii) Mrs. Núria Martín Barnés was appointed as Vice-secretary, non-member, of the Board, taking the role previously held by Ms. Laura de la Cruz Galán. See Item 6 of this Part I, “A. Directors and Senior Management—Directors.”

Factors Affecting Our Financial Condition and Results of Operations

Changes in accounting criteria and correction

In the consolidated financial statements for fiscal year 2024, the Group applied certain corrections related to the accounting classification of the joint operation Biotek America LLC and the initial treatment of the investment in Shanghai RAAS. These corrections affected the comparative figures for fiscal years 2022 and 2023 and were described in detail in the notes to the 2024 financial statements. The consolidated financial statements for 2025 already fully incorporate these adjustments, and no additional changes in accounting policies have been identified during the year.

Detailed information regarding the nature and impact of these adjustments is available in the consolidated financial statements for fiscal year 2024.

Short Seller Reports

On January 9, February 20 and March 6, 2024, a short seller firm issued reports questioning our accounting practices, corporate disclosures and commitment to transparency in an apparent attempt to drive down the market price of our shares. These reports contained numerous false and misleading statements. Nevertheless, the price of our Class A and Class B shares declined significantly. The market for our shares has been highly volatile since the publication of the reports. On January 8, 2024, the prices of our Class A and Class B shares closed at €14.24 and €10.11, respectively. On March 7, 2024, the day following the publication of the third report by the short seller, the prices of our Class A and Class B shares closed at €6.93 and €4.93, respectively.

Furthermore, following the publication of the reports, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, or “CNMV”) opened an investigation in respect of the allegations made by the short seller firm and approached us with a number of inquiries, to which we have responded in a timely manner. On March 21, 2024, the CNMV issued its conclusions regarding its investigation, which confirmed that our financial statements and our indebtedness did not require a restatement. See “—CNMV Investigation’s Conclusions.” We have also voluntarily provided information to and responded to questions posed by the SEC to provide clarifications.

We undertook a number of actions to restore the confidence of markets, shareholders and other stakeholders, including: fully cooperating with the CNMV investigation and the information requests from the SEC, continuous communication with all our stakeholders and establishing a working group comprising the members of our Audit Committee, senior managers from the legal, communications, finance, investor relations and management teams, together with external advisors with expertise in communications.

In addition, on January 26, 2024 we filed a complaint in the United States District Court for the Southern District of New York against the parties responsible for the false and misleading statements in the published reports to recover the financial and reputational damages caused to us and our stakeholders as a result of such statements. The defendants moved to dismiss the complaint, and the court denied the motion in part, allowing our claims to proceed. Defendants also asserted a counterclaim under New York’s Anti-SLAPP statute, which we have vigorously opposed. As of the date of this annual report on Form 20-F, our motion to dismiss the defendants’ counterclaim remains pending before the court. We are continuing to actively prosecute our claims and are engaged in discovery.

CNMV’s Investigation Conclusions and Administrative Sanction Procedure

As a result of the publication of certain reports by a short seller that included numerous false and misleading statements, more fully described in “—Short Seller Reports” above, the CNMV opened an investigation in respect of the allegations made by the short seller firm and approached us with a number of inquiries, to which we responded in a timely manner. 97

Table of Contents On March 21, 2024, the CNMV issued its conclusions regarding its investigation. Most importantly, the CNMV concluded that it did not identify any need to have Grifols restate its financial statements and that all analyzed related party transactions had been carried out on an arm’s length basis. The CNMV also concluded that it had found no evidence that the financial indebtedness of Grifols as reflected in its financial statements did not comport with the facts. These conclusions constituted a rejection of the claims made by the short seller firm on these points.

Specifically, the CNMV found reasonable and consistent with IFRS, Grifols’ accounting treatment of the following:

●	the consolidation of Haema GmbH (formerly known as Haema AG) and BPC Plasma Inc. in Grifols’ financial statements;
●	the acquisition in 2021 of 25 plasma collection centers from BPL Plasma, Inc., which Grifols accounted for as a business acquisition;
---	---
●	the consolidation of GDS as a controlled company as a result of the 2019 agreement with Shanghai RAAS; and
---	---
●	the consolidation of Haema Plasma Kft. as a controlled company since 2022.
---	---

The CNMV did consider that the transaction with ImmunoTek (see Item 4 of this Part I, “Information on the Company—B. Business Overview—Raw Materials” and Note 10 to the audited consolidated financial statements included in this annual report) should have been accounted for as a joint operation pursuant to IFRS 11 instead of a financial investment. This conclusion resulted in the correction of errors in the comparative figures of prior periods in our consolidated financial statements as of and for the year ended December 31, 2024. See “—Changes in Accounting Criteria and Correction” above.

In addition, the CNMV identified the following areas for improvement in our periodic disclosures: (i) the level of detail of certain explanatory notes in our financial statements, (ii) the breakdown and level of detail of related party transactions, and (iii) the presentation of non-accounting financial performance indicators. At the request of the CNMV, on April 4, 2024, we published a note to the market providing additional information and explanations about these areas of improvement and other financial disclosures. Such note was furnished to the SEC as a current report on Form 6-K.

On September 25, 2024, the Executive Committee of the CNMV initiated an administrative sanctioning procedure against us. This procedure was based on the conclusions and areas for improvement described above. On November 7, 2024, we submitted allegations against the initiation of the administrative sanctioning procedures. On May 16, 2025, we requested that the CNMV conclude the administrative procedure, which concluded with the resolution of the CNMV on June 25, 2025, initiating a two-month period to commence the contentious-administrative procedure before the National High Court. The appeal was formally filed before the National High Court on September 24, 2025, and was admitted for processing by decree dated October 7, 2025. See Item 8 of this Part I, “Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

On September 25, 2024, the CNMV also initiated a sanctioning proceeding against the short seller firm that issued the reports described above. In its official public announcement, the CNMV stated that it had identified well-founded indications of manipulation of information in the short sellers’ actions by including biased, false or misleading elements in its report of January 9, 2024, as well as a breach of the obligations relating to the objective presentation of investment recommendations.

Additionally, the CNMV mentioned in its public announcement that it forwarded all information regarding the possible manipulative conduct by the short seller firm to the Spanish Public Prosecutor’s Office, which found grounds for criminal actions and initiated a criminal proceeding against the short seller firm at the Spanish High National Court. Criminal proceedings relating to these matters are ongoing; the court has taken investigative steps, including summoning individuals associated with the short seller firm to appear as investigated persons. 98

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Price Controls

Certain healthcare products, including plasma derivative products, are subject to price controls in many of the markets where they are sold, including Spain and other countries in the European Union. The existence of price controls over these products has adversely affected in the past, and may continue to adversely affect, our ability to maintain or increase our prices and gross margins. See Item 3 of this Part I, “D. Risk Factors—Risks Relating to the Healthcare Industry—Government pressures and constraints on reimbursement may adversely affect our business” and Item 4 of this Part I, “E. Regulatory Matters—Pharmaceutical Pricing and Reimbursement.”

Plasma Supply Constraints

Plasma is the key raw material used in the production of plasma-derived products. Our ability to continue to increase our revenue depends substantially on increased access to plasma. We currently obtain our plasma mainly from the United States and Europe (Germany, Austria and Hungary) primarily through our plasma collection centers and, to a much lesser extent, through agreements with third parties.

A continued increase in demand for plasma products could lead to industry supply constraints. In response, certain of our competitors and independent suppliers could open a number of new plasma collection centers. As of December 31, 2025, we operated over 400 plasma collection centers located across the United States, Europe, across Germany, Austria and Hungary; Canada and Egypt (through our joint venture with NSPO). We have expanded our plasma collection network through a combination of organic growth, by opening new plasma collection centers, and acquisitions. For example, in 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek. In addition, we are focused on optimizing our plasma collection center network by closing or consolidating underperforming centers, having closed or consolidated seven centers in 2023, four in 2024 and four in 2025. See Item 4 of this Part I, “B. Business Overview—Raw Materials.”

Recent Acquisitions

Canadian Plasma Resources Corporation

On November 1, 2025, we acquired 50.1% of Canadian Plasma Resources Corporation, a private Canadian company dedicated to plasma collection for the production of plasma-derived therapies. The transaction was performed through the subscription of new shares for approximately €19 million, including directly attributable transaction costs. Following the acquisition, the company was renamed “Grifols Canada Plasma Corporation.” Notwithstanding our majority shareholding, existing governance arrangements and contractual obligations limit our ability to exercise control over this entity. Accordingly, our interest is accounted for under the equity method. See Note 3 to our audited consolidated financial statements included in this annual report.

Biotest shares and Public Delisting Purchase Offer

On February 14, 2025, we acquired 589,694 non-voting preferred shares of our subsidiary Biotest, representing approximately 1.5% of its share capital, at a price of €30.0 per share. We disbursed a total amount of €18 million in connection with this acquisition. In May 2025, we launched, through our subsidiary Grifols Biotest Holdings GmbH, a public delisting purchase offer to acquire all no-par bearer common shares and all non-voting bearer preferred shares of Biotest, at a price of €43.00 per common share and €30.00 per preferred share.

The acceptance period ended on June 6, 2025, the date from which Biotest’s shares ceased trading on the Frankfurt Stock Exchange, and the offer was accepted for a total of 416,922 ordinary shares, representing approximately 2.1% of the total voting ordinary shares and 1.1% of Biotest’s total share capital, and 3,002,804 non-voting preferred shares, representing approximately 15.2% of the total preferred shares and approximately 7.6% of Biotest’s total share capital. We disbursed a total amount of €108 million in connection with this offer. Subsequently, in September and October 2025, the Group carried out several acquisitions. Grifols purchased 31,627 preferred shares, representing approximately 0.2% of the total non-voting preferred shares and 0.1% of Biotest’s share capital, at a price of €30.00 per share, as well as 549 ordinary voting shares at a price of €43.00 per share. We paid a total of €1 million for these acquisitions. 99

Table of Contents As a result of the delisting offer and other acquisitions during 2025, as well as the completion of a squeeze-out procedure initiated in 2022, we directly and indirectly hold 100.0% of the total ordinary voting shares and 61.6% of the total non-voting preferred shares of Biotest, which in the aggregate represent 80.8% of Biotest’s share capital.

Acquisition of plasma collection centers from ImmunoTek

On February 3, 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek. This acquisition was completed pursuant to the collaboration agreement entered into with ImmunoTek on July 29, 2021, amended in 2023 and 2024, to arrange for the construction, licensing and commissioning of the 28 centers. Pursuant to this collaboration agreement, we formed ITK JV, a joint operation company through which we initially held a 75% interest in each of the 28 plasma collection centers, while ImmunoTek held the remaining 25%. In 2024, we acquired 14 collection centers for an aggregate amount of $266 million and, in 2025, we acquired the remaining 14 centers for an aggregate amount of approximately $281 million.

Although the acquisition of the last six plasma collection centers was scheduled for January 2026, we amended the collaboration agreement with ImmunoTek to purchase these centers as of February 3, 2025, for a total purchase price of $122 million, $60 million of which we had paid in advance, and the remaining $62 million thereof was paid on January 2, 2026 (as provided in the original agreement). Such payment deferral was documented in a promissory note issued by our subsidiary Biomat Holdings LLC in favor of ImmunoTek in an amount of $70 million, which included management fees payable to ImmunoTek of approximately $8 million and with no interest accrual. The six plasma collection centers served as collateral for the promissory note, which matured on January 2, 2026, on which date we fully settled it.

Due to the acquisition of 14 centers in 2024 and the remaining 14 centers in 2025, we now fully own and manage, through our subsidiary Biomat Holdings LLC (which owns Grifols Bio North America LLC (“GBNA”)), all 28 plasma collection centers developed by ImmunoTek under the collaboration agreement entered into in July 2021.

The collaboration with ImmunoTek has now been terminated and GBNA is no longer a member of the ITK JV. On February 3, 2025, ImmunoTek released three of the five guarantees that GBNA had granted to ImmunoTek in June 2023 for lease contracts related to certain ImmunoTek plasma collection centers not affected by the collaboration under the ITK JV. The remaining two guarantees, with an aggregate amount of approximately $20 million, will remain in force for as long as the lease agreements remain in force. The amount of the guarantees will be reduced as and when the underlying lease term is reduced. See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions,” item 4 of this Part I “Information on the Company—B. Business Overview—Raw Materials” and Notes 3(a), 10 and 34 to our audited consolidated financial statements included in this annual report.

Araclon Biotech, S.L.

On March 7 and December 16, 2025, through our subsidiary Grifols Innovation and New Technologies Limited, we acquired a total of 1.3% of the share capital of Araclon for an aggregate amount of €11 million. As a result, as of December 31, 2025, we hold 77.1% of Araclon’s share capital. See Note 17(a) to our consolidated financial statements included in this annual report.

Haema Plasma Kft.

On October 31, 2024, through our subsidiary GWWO, we acquired 100% of the capital of Haema Plasma Kft. from Scranton Plasma, B.V. for an amount of €35 million. Subsequently, in October 2025, GWWO sold Haema Plasma Kft. to another of our subsidiaries, Biotest. See Notes 2(b), 11, 17(b) and 31 to our consolidated financial statements included in this annual report. See also Item 7 of this Part I “Principal Shareholders and Related Party Transactions—B. Related Party Transactions—Haema Plasma Kft.”

Saskatoon plasma center

On July 7, 2023, through our wholly owned subsidiary Grifols Canada Plasma II, Inc. (formerly known as Prometic Plasma Resources, Inc.), we acquired a plasma donation center in Saskatoon (Canada) from Canadian Plasma Resources Corporation (now named to Grifols Canada Plasma Corporation) for approximately €8 million. See Note 3(c) to our consolidated financial statements as of and for the year ended December 31, 2024, included in this annual report. 100

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Recent Dispositions

Shanghai RAAS

On June 18, 2024, we closed the sale of a 20% equity stake in Chinese company Shanghai RAAS in exchange for approximately $1.8 billion, while retaining a stake in Shanghai RAAS of 6.58%, to the Haier group (“Haier”).

As part of the agreement with Haier, (1) we retained a director on the board of directors of Shanghai RAAS; (2) we and Haier shall not transfer any of our respective shares in Shanghai RAAS for a period of three years following the closing of the transaction; and (3) we committed to (a) cause our subsidiary GDS, in which Shanghai RAAS owns 45% of the economic rights and 40% of the voting rights, to achieve an aggregate earnings before interest, taxes, depreciation and amortization of $850 million for the period from 2024 to 2028, provided that any deficit in such performance would oblige us to indemnify Shanghai RAAS in an amount equivalent to a percentage of said deficit proportionate to the percentage of GDS’ capital stock held by Shanghai RAAS on such date, (b) for so long as we control GDS directly or indirectly, use our commercially reasonable efforts, without obligation, to ensure that GDS declares and distributes dividends to its shareholders in each year after closing in an amount not less than 50% of the net profits of GDS for that year, and (c) assign the voting rights relating to our remaining 6.58% of Shanghai RAAS shares to Haier for a period of ten years from the payment of the purchase price by Haier. Based on the historical performance of GDS, we believe that GDS will achieve the operational performance requirement and no indemnification will become due.

As part of the Strategic Alliance and Share Purchase Agreement, we extended the term of our existing exclusive albumin distribution agreement with Shanghai RAAS through 2034, with the possibility for an additional ten-year extension, and guaranteed minimum supply volumes thereunder through 2028. We maintained and extended our presence in China, with our sights set on further developing the Chinese plasma industry and exploring new opportunities and synergies in the diagnostic sector, while using the proceeds of the sale to significantly reduce debt. See Note 3 to our audited consolidated financial statements included in this annual report.

Subject to certain minority shareholder remedies in the charters of Biomat USA and Biomat Newco, we continue to oversee all aspects of the Biomat Group’s management and operations. All plasma collected by the Biomat Group will continue to be supplied to us for the production of plasma-derived medicines, through a long-term plasma supply agreement.

Operational Improvement Plan

In 2023, we implemented an operational improvement plan designed to reinforce our competitiveness and build a more streamlined, efficient and cost-effective global organization (the “Operational Improvement Plan”). The plan focused on three major areas: optimizing plasma costs and operations, streamlining corporate functions, and enhancing other efficiencies across the organization.

The first part of the plan, optimization of plasma costs and operations, improved our plasma procurement operations and enabled us to maintain desired plasma volumes while reducing the cost per liter of plasma through a set of measures including the closure or consolidation of 18 underperforming plasma collection centers in 2022 and seven in 2023, reduction in compensation paid to plasma donors and installation of new and more efficient plasmapheresis equipment, which increases yield.

The second part of the plan, streamlining corporate functions, caused a reduction in staff in relation to its 2023 levels of approximately 8.0% of our workforce (or approximately 2,000 employees), mainly in plasma operations in the United States, by means of initiatives such as centralizing and automating functions, consolidating vendors and eliminating duplicative functions and positions. In 2025, we had a severance expense of €8 million (€14 million in 2024 and €75 million in 2023) in relation to these initiatives.

The third part of the plan, enhancing other efficiencies across the organization, enabled us to reduce operational costs related to, among other things, global procurement, logistics, and facilities. Such reductions in operational costs required initiatives such as real estate rationalization affecting certain offices, but not industrial facilities, and establishing global organizations around commercial, industrial and supply chain functions. 101

Table of Contents The Operational Improvement Plan has increased our operating cash flow and improved our financial performance, resulting in cost savings in our operations. In 2025 and 2024, our operating cash flows were €1.0 billion and €902 million, respectively, up from €217 million in 2023, driven in part by the sustained impact of the measures implemented under the plan. In 2023, measures under the Operational Improvement Plan resulted in a 32.0% rise in plasma collections per full-time employee, signaling improved labor productivity, and a 5.0% reduction in the manufacturing costs of our products in 2023 as compared to 2022.

In accordance with IFRS accounting rules, the effects mentioned above are of a non-recurring nature as they relate to one-off, extraordinary measures. In 2025, 2024 and 2023, we recorded a reorganization impact of €12 million, €36 million and €159 million, respectively, related to the Operational Improvement Plan. These charges related mainly to severance payments, advisory fees, and other reorganization activities.

Other Factors

Our financial and operating prospects can also be significantly affected by a number of other internal and external factors, such as unfavorable changes in governmental regulation or interpretation, increased competition, the inability to hire or retain qualified personnel necessary to sustain planned growth, the loss of key senior managers, problems in developing some of the international operations and lack of sufficient capital, among others.

Operating Results

Overview

The subsequent discussion and analysis provide information that our management believes is relevant to an assessment and understanding of our consolidated results of operations. You are encouraged to read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. 102

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Year ended December 31, 2025, as compared to the year ended December 31, 2024:


		Year Ended December 31,				Change
Consolidated Statement of Profit and Loss Data		2025		2024		€		%
	****	(in millions of euros, except for percentages)
Continuing Operations
Net revenue		7,524		7,212		312		4.3	%
Cost of sales		(4,665)		(4,418)		(247)		5.6	%
Gross margin	****	2,859	****	2,794	****	65	****	2.3	%
Research and development		(426)		(384)		(42)		10.9	%
Selling, general and administration expenses		(1,183)		(1,255)		72		(5.7)	%
Operating expenses	****	(1,609)	****	(1,639)	****	30	****	(1.8)	%
Other Income		1		—		1		—
Profit/(loss) of equity accounted investees with similar activity to that of the Group		(8)		37		(45)		(121.6)	%
Operating result	****	1,243	****	1,192	****	51	****	4.3	%
Finance income		34		44		(10)		(22.7)	%
Finance costs		(625)		(714)		89		(12.5)	%
Dividends		2		2		—		0	%
Financial costs of sale of trade receivables		(14)		(31)		17		(54.8)	%
Change in fair value of financial instruments		33		20		13		65.0	%
Impairment of financial assets		(3)		(9)		6		(66.7)	%
Exchange differences		(55)		(60)		5		(8.3)	%
Finance result	****	(628)	****	(748)	****	120	****	(16.0)	%
Profit/(loss) of equity accounted investees		—		—		—		—
Profit before income tax	****	615	****	444	****	171	****	38.5	%
Income tax expense		(115)		(231)		116		(50.2)	%
Consolidated net profit	****	500	****	213	****	287	****	134.7	%

Net Revenue

Net revenue is calculated by subtracting certain chargebacks, cash discounts, volume rebates, Medicare and Medicaid discounts and other discounts from our gross revenue, which is mainly generated by the sale of goods. See Notes 5 and 22 to our audited consolidated financial statements included in this annual report on Form 20-F.

Our business units reported a record performance in 2025 in terms of total consolidated net revenue. Our net revenue increased by 4.3% (7.0% at constant currency), or €312 million, in 2025, reaching €7.5 billion compared to €7.2 billion in 2024. These results were mainly attributed to reduction in the cost per liter of plasma collected, strong demand for our key proteins, with the increase in total net revenue being largely due to the performance of our Biopharma business unit, as explained below.

The following table reflects a summary of net revenue by each of our business units for 2025, as compared to 2024:


		Year ended				Year ended							****
		December 31,		% of total		December 31,		% of total					****
Summary of Net Revenue by business unit		2025		net revenue		2024		net revenue		% var		% var CC^(1)^	****
		(in millions of euros, except for percentages)
Biopharma		6,487		86.2	%	6,143		85.2	%	5.6	%	8.4	%
Diagnostic		640		8.5	%	645		8.9	%	(0.8)	%	1.4	%
Bio Supplies		154		2.0	%	216		3.0	%	(28.7)	%	(19.7)	%
Others		243		3.3	%	208		2.9	%	16.8	%	8.6	%
Total	****	7,524	****	100.0	%	7,212	****	100.0	%	4.3	%	7.0	%
(1)	Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.”
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Table of Contents Biopharma. Net revenue for the Biopharma business unit increased by 5.6% (8.4% at constant currency) from €6.1 billion in 2024 to €6.5 billion in 2025. This increase was mainly supported by the strong performance of our immunoglobulin franchise, driven by robust underlying demand.

Our immunoglobulin franchise (one of our main proteins representing approximately 63.0% of the Biopharma business units’ revenue) recorded a revenue increase of 11.5% (14.7% at constant currency) in 2025 in comparison to 2024, driven by strong demand in key international markets, particularly the U.S. Subcutaneous immunoglobulin (SCIG) stood out with a revenue growth of 55.4% (59.5% at constant currency), gaining market share and increasing penetration in the United States. Intravenous immunoglobulins (IVIG) also performed well, with revenue increase of 9.1% (12.1% at constant currency) in 2025 as compared to 2024.

This performance reflects sustained demand in primary (PID) and secondary (SID) immunodeficiencies, as well as in the treatment of chronic inflammatory demyelinating polyneuropathy (CIDP). These results also reflect the expansion of the treated patient base and the progressive adoption of our subcutaneous solutions, which offer patients greater convenience and flexibility. In addition, increased product availability enabled us to meet growing demand and reinforce our leadership in key markets.

Revenues from sales of Alpha-1 and specialty proteins decreased by 0.8% (an increase of 1.4% at constant currency) in 2025 as compared to 2024. Specifically, sales of Alpha-1 antitrypsin decreased slightly in 2025 as a result of the impact in 2025 of costs associated with the Inflation Reduction Act and a reclassification of managed care fees in the United States, partially offset by the positive impact of the addition of a new distributor to strengthen commercial coverage and improve market access. Rabies immunoglobulin also showed solid commercial traction, while the rest of our specialty proteins provided positive contributions to our revenue growth.

Revenues from albumin were particularly affected by market conditions in China, where albumin prices declined as a direct result of Chinese government policies aimed at containing healthcare spending. As a result, net revenue from our albumin sales in 2025 decreased by 7.7% (5.1% at constant currency) as compared to 2024.

Diagnostic. The Diagnostic business unit decreased by 0.8% from €645 million in 2024 to €640 million in 2025, primarily due to unfavorable currency translation effects. At constant currency, revenue increased by 1.4%, reflecting strong underlying performance driven by our established market positions in the Blood Typing Solutions (BTS) and Molecular Donor Screening (MDS) businesses and a gradual shift in the sales mix toward higher value-added technologies.

Net revenue from the MDS area, associated with NAT technology for blood and plasma donation screening, increased by 0.9% (3.3% at constant currency) in 2025 as compared to 2024, driven by stable donation levels in the United States, the signing of new contracts, and expansion in South America, the Middle East and Africa. Meanwhile, net revenue from sales of our BTS line increased by 4.0% (a 6.6% increase at constant currency) in 2025 as compared to 2024, consolidating BTS’ position as the main growth driver for the Diagnostic business unit. This progress was fueled by increased demand in key markets.

Bio Supplies. Net revenue from Bio Supplies decreased by 28.7% (19.7% at constant currency), from €216 million in 2024 to €154 million in 2025, primarily due to the postponement of scheduled shipments to the Japan Blood Products Organization (JBPO) of Anti-D, Tetanus and Anti-HB products, which are now expected to occur in 2026.

Others. Net revenue from Others increased by 16.8% (8.6% at constant currency) from €208 million in 2024 to €243 million in 2025. This increase was mainly explained by higher sales performance of Healthcare Solutions and lower contract manufacturing business segment.

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Table of Contents The following table reflects a summary of net revenue by each of our geographic regions for 2025 as compared to 2024:


		Year ended				Year ended							****
		December 31,		% of total		December 31,		% of total
Summary of Net Revenue by Region		2025		net revenue		2024		net revenue		% var		% var CC^(1)^
		(in millions of euros, except for percentages)
European Union^(2)(3)^		1,614		21.5	%	1,499		20.8	%	7.7	%	7.7	%
United States and Canada		4,253		56.5	%	4,087		56.7	%	4.1	%	7.4	%
Rest of the World^(3)^		1,657		22.0	%	1,626		22.5	%	1.9	%	5.3	%
Total	****	7,524	****	100.0	%	7,212	****	100.0	%	4.3	%	7.0	%
(1)	Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.”
---	---
(2)	Net revenue earned in the European Union includes net revenue earned in Spain.
---	---
(3)	Net revenue earned in the European Union and Rest of World for 2024 has been adjusted compared to the amounts reported in our consolidated financial statements for the year ended December 31, 2024 to reflect a €42 million reclassification related to Biotest identified after their issuance. This reclassification has been incorporated in the consolidated financial statements for year ended December 31, 2025, and the presentation in this Form 20-F is consistent with the consolidated financial statements for year ended December 31, 2025.
---	---

Net revenue in the United States and Canada increased by 4.1% (7.4% at constant currency) from €4.1 billion in 2024 to €4.3 billion in 2025. This increase was mainly due to the continued underlying demand in the U.S. market. Meanwhile, net revenue in the European Union increased by 7.6% (7.7% at constant currency) from €1.5 billion in 2024 to €1.6 billion in 2025, mainly due to relevant launches of new IG franchise products in several core European countries. Net revenue in the Rest of the World increased by 1.9% (5.3% at constant currency) from €1.63 billion in 2024 to €1.66 billion in 2025, mainly due to strong underlying demand for our Biopharma and immunoglobin products, which was partially offset by a decline in albumin revenues in China due to price-control measures implemented by the Chinese government.

Cost of sales

Cost of sales increased by 5.6% from €4.4 billion in 2024 to €4.7 billion in 2025. Cost of sales as a percentage of net revenue increased to 62.0% in 2025 compared to 61.3% in 2024. This was mainly due to price, geographic mix of sales and higher inventory provisions resulting from excess production relative to demand for certain products. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview— Raw Materials.”

Gross Margin

Our gross margin for 2025 decreased slightly to 38.0% of our net revenue (38.7% in 2024), primarily due to the impact in 2025 of costs associated with the Inflation Reduction Act, the reclassification of certain expenses, including the transfer of co-pay and managed care expenses from operating expenses to contra-revenue and the transfer of certain operating expenses to cost of goods sold, and the effect of adverse market conditions for albumin in China resulting from the implementation of price control measures by the Chinese government. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview—Raw Materials.”

Research and development

Research and development spending increased by 10.9%, from €384 million in 2024 to €426 million in 2025, primarily driven by impairment charges of €45 million, including a €35 million write-off of an ongoing research and development project acquired from Alkahest following a change in strategic priorities and €10 million impairment associated with goodwill related to Alkahest. See Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development” for additional details.

Selling, general and administration expenses

Selling, general and administration expenses decreased by 5.8% from €1.3 billion in 2024 to €1.2 billion in 2025. This decrease was due to lower professional fees and expense reclassification to cost of sales. 105

Table of Contents Finance result

Finance result in 2025 represented a loss of €628 million, compared to a loss of €748 million in 2024. This improvement reflects the positive impact of the refinancing measures implemented in recent years to optimize the Group’s capital structure, extend maturities and reduce the overall cost of debt. In particular, the improvement was driven by the replacement of debt maturing in 2024 and 2025 with new long-term senior secured bonds maturing in 2030, together with prepayments of term loans and the reduced utilization of our revolving credit facilities.

Income tax expense

In 2025, we had a profit before income tax of €615 million and income tax expense of €115 million, which represents a tax rate of 18.7%. Our effective tax rate decreased from 52.1% in 2024 to 18.7% in 2025, primarily due to the €32 million in extraordinary taxes incurred in 2024 due to the Shanghai RAAS sale no longer being applicable, as well as the regularization of the tax rate in Germany contributed an impact of €51 million to this more favorable tax landscape. The company continues to maintain adequate provisions to cover Uncertain Tax Positions (UTPs) as described in the consolidated financial statements. See Note 28(a), (b) and (q) to our audited consolidated financial statements included in this annual report on Form 20-F.

Year ended December 31, 2024, as compared to the year ended December 31, 2023:


		Year Ended December 31,				Change
Consolidated Statement of Profit and Loss Data		2024		2023^(1)^		€		%
		(in millions of euros, except for percentages)
Continuing Operations
Net revenue		7,212		6,592		620		9.4	%
Cost of sales		(4,418)		(4,109)		(309)		7.5	%
Gross margin	****	2,794	****	2,483	****	311	****	12.5	%
Research and development		(384)		(395)		11		(2.8)	%
Selling, general and administration expenses		(1,255)		(1,373)		118		(8.6)	%
Operating expenses	****	(1,639)	****	(1,768)	****	129	****	(7.3)	%
Other Income		—		3		(3)		(100)	%
Profit/(loss) of equity accounted investees with similar activity to that of the Group		37		64		(27)		(42.2)	%
Operating result	****	1,192	****	782	****	410	****	52.4	%
Finance income		44		62		(18)		(29.0)	%
Finance costs		(714)		(597)		(117)		19.6	%
Dividends		2		—		2		—
Financial costs of sale of trade receivables		(31)		(25)		(6)		24.0	%
Change in fair value of financial instruments		20		1		19		1,900.0	%
Impairment of financial assets		(9)		—		(9)		—
Exchange differences		(60)		(16)		(44)		275.0	%
Finance result	****	(748)	****	(575)	****	(173)	****	30.1	%
Profit/(loss) of equity accounted investees		—		(1)		1		(100.0)	%
Profit before income tax	****	444	****	206	****	238	****	115.5	%
Income tax expense		(231)		(43)		(188)		437.2	%
Consolidated net profit	****	213	****	163	****	50	****	30.7	%
(1)	See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F.
---	---

Net Revenue

Net revenue is calculated by subtracting certain chargebacks, cash discounts, volume rebates, Medicare and Medicaid discounts and other discounts from our gross revenue, which is mainly generated by the sale of goods. See Note 24 to our audited consolidated financial statements included in this annual report on Form 20-F. 106

Table of Contents Our business units reported what was then a record performance in 2024 in terms of total consolidated net revenue. Our net revenue increased by 9.4% (10.3% at constant currency), or €620 million, in 2024, reaching €7.2 billion compared to €6.6 billion in 2023. Positive market dynamics, including strong demand for our key proteins, in conjunction with the recovery of our plasma collection volumes were critical to these results, with the increase in total net revenue being largely due to the performance of our Biopharma business unit, as explained below.

The following table reflects a summary of net revenue by each of our business units for 2024, as compared to 2023:


		Year ended				Year ended
		December 31,		% of total		December 31,		% of total
Summary of Net Revenue by business unit		2024		net revenue		2023		net revenue		% var		% var CC^(1)^
		(in millions of euros, except for percentages)
Biopharma		6,143		85.2	%	5,558		84.3	%	10.5	%	11.3	%
Diagnostic		645		8.9	%	670		10.2	%	(3.8)	%	2.1	%
Bio Supplies		216		3.0	%	160		2.4	%	34.8	%	35.3	%
Others		208		2.9	%	204		3.1	%	2.8	%	3.5	%
Total	****	7,212	****	100.0	%	6,592	****	100.0	%	9.4	%	10.3	%
(1)	Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.”
---	---

Biopharma. Net revenue for the Biopharma business unit increased by 10.5% (11.3% at constant currency) from €5.6 billion in 2023 to €6.1 billion in 2024. This increase was mainly due to solid performance of key proteins driven by strong global underlying demand, lower cost per liter of plasma collected, strong results from sales outside the United States and Canada and a favorable volumes and product mix. In 2024, there was an increase in sales of immunoglobulins (one of our main proteins representing approximately 60% of the Biopharma business units’ revenue), the net revenue of which grew by 14.5% (15.3% at constant currency) fueled by strong demand for intravenous immunoglobulin (IVIG) and subcutaneous immunoglobulin (SCIG) Xembify, with SCIG reporting an increase of 15.3% (55.5% at constant currency).

In 2024, net revenue from our albumin sales increased by 7.1% (8.0% at constant currency) as compared to 2023, continuing to see increased demand across China and the U.S. Net revenue from sales of Alpha-1 and specialty proteins increased by 4.1% (4.9% at constant currency) in 2024 as compared to 2023. The U.S. Alpha-1 franchise continues recovering momentum following the transition of the specialty pharma distributor in early 2024, while demand for rabies immunoglobulin continued to be solid.

Diagnostic. The Diagnostic business unit decreased by 3.8% (a 2.1% decrease at constant currency) from €670 million in 2023 to €645 million in 2024. The performance of this business unit was driven primarily by our established strong market position in the Blood Typing Solutions (BTS) and Molecular Donor Screening (MDS) businesses. This growth was supported by broad geographic demand across all relevant markets and increased blood and plasma donations.

Net revenue from sales of our BTS increased by 11.5% (a 14.2% increase at constant currency) while the MDS business net revenue decreased by 5.3% (a 3.9% decrease at constant currency). These results were driven by our broad geographic demand across all relevant markets and increased blood and plasma donations.

Bio Supplies. Net revenue from Bio Supplies increased by 34.8% (35.3% at constant currency), from €160 million in 2023 to €216 million in 2024, mainly due to strong sales of bio supplies commercial products to third-party biopharma companies and the integration of access biologicals, expanding market reach and customer base.

Others. Net revenue from Others increased by 2.8% (3.5% at constant currency) from €204 million in 2023 to €208 million in 2024. This increase was due to the expansion of our Healthcare Solutions business line, driven by the demand of hospital solutions for parenteral nutrition and compounding pharmacy services.

107

Table of Contents The following table reflects a summary of net revenue by each of our geographic regions for 2024 as compared to 2023:


		Year ended				Year ended
		December 31,		% of total net		December 31,		% of total
Summary of Net Revenue by Region		2024		revenue		2023		net revenue		% var		% var CC^(1)^
		(in millions of euros, except for percentages)
European Union^(2)^		1,499		20.8	%	1,256		19.1	%	19.3	%	22.7	%
United States and Canada		4,087		56.7	%	3,899		59.1	%	4.8	%	5.6	%
Rest of the World		1,626		22.5	%	1,437		21.8	%	13.2	%	10.2	%
Total	****	7,212	****	100.0	%	6,592	****	100.0	%	9.4	%	10.3	%
(1)	Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.”
---	---
(2)	Net revenue earned in the European Union includes net revenue earned in Spain.
---	---

Net revenue in the United States and Canada increased by 4.8% (5.6% at constant currency) from €3.9 billion in 2023 to €4.1 billion in 2024. This 4.8% increase was mainly due to the continued underlying demand in the U.S. market. Meanwhile, net revenue in the European Union increased by 19.3% (19.4% at constant currency) from €1.3 billion in 2023 to €1.5 billion in 2024, mainly due to relevant launches of new IG franchise products in several core European countries. Net revenue in the Rest of the World increased by 13.2% (15.1% at constant currency) from €1.4 billion in 2023 to €1.6 billion in 2024, mainly due to volume growth and geographic diversification globally.

Cost of sales

Cost of sales increased by 7.5% from €4.1 billion in 2023 to €4.4 billion in 2024. Cost of sales as a percentage of net revenue decreased to 61.3% in 2024 compared to 62.3% in 2023. This was mainly due to the continued decline in cost per liter of plasma collected (decrease of 4.4% in 2024 as compared to 2023), yield improvements and collection efficiencies throughout our plasma center network. See “—Factors Affecting our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview— Raw Materials.”

Gross Margin

The increase in gross margin from 37.7% of net revenue in 2023 to 38.7% in 2024 was mainly due to strong revenue growth and lower cost per liter of plasma as a result of continued improvements in yields and plasma center operations. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview—Raw Materials.”

Research and development

Research and development spending decreased by 2.8%, from €395 million in 2023 to €384 million in 2024. This slight reduction in spending was due to a more efficient and disciplined approach to our research and development projects and pipeline, signaling a shift toward fewer, higher-priority, and strategic projects. See Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development” for additional details.

Selling, general and administration expenses

Selling, general and administration expenses decreased by 8.6% from €1.4 billion in 2023 to €1.3 billion in 2024. This decrease was due to a 77.4% reduction, from €159 million in 2023 to €36 million in 2024, in the non-recurring reorganization costs composed mainly of severance payments and consultant fees associated with our Operational Improvement Plan.

Finance result

Finance result in 2024 represented a loss of €748 million in 2024, compared to a loss of €574 million in 2023. The increase mainly results from higher interest expenses on new senior secured bonds issued in 2024 (7.5% for the April 2024 Notes and 7.125% for the December 2024 Notes) compared to the bonds redeemed in 2024 (3.2% for the 2017 Notes and 1.625% for series of 2019 Notes). In addition, finance costs from other financial liabilities included expenses related to the Biomat Transactions, pursuant to which the GIC Investor redeemed another class B share of Biomat Newco, and capitalized interest rates increased to a range of 6.88%–7.38% compared to 6.03%–6.79% in the prior year. 108

Table of Contents Income tax expense

In 2024, we had a profit before income tax of €444 million and income tax expense of €231 million, which represents a tax rate of 52.1%. Our effective tax rate increased from 19.3% in 2023 to 52.1% in 2024, primarily due to extraordinary taxes incurred in relation to the Shanghai RAAS transaction for an amount of €32 million and to an increase in the uncertain tax provision in Spain, from €77 million in 2023 to €137 million in 2024, resulting from assessments by the Spanish tax authority in respect of differing interpretations of transfer pricing.

Regulation

For detailed information regarding the regulations applicable to our business, see Item 4 of this Part I, “Information on the Company—E. Regulatory Matters.”

Inflation and Foreign Currency Fluctuations

We historically have not been affected materially by inflation in our core geographies. However, due to the current macroeconomic context, we are having some inflation pressures on labor costs and selling, general & administrative costs. See “—Operating Results—Overview” for additional details.

For detailed information on how foreign currency fluctuations affect our business, see “—B. Liquidity and Capital Resources.” See also Item 3 of this Part I, “Key Information—Risks Relating to the Company and Our Business—Our results of operations and financial condition may be affected by adverse changes in foreign currency exchange rates, especially a significant shift in the value of the euro as compared to the U.S. dollar” and Item 11 of this Part I, “Quantitative and Qualitative Disclosures About Market Risk—Currency Risk.”

B.	Liquidity and Capital Resources

Our principal liquidity and capital requirements consist of costs and expenses relating to:

●	the operation of our business (see “—Operating Results,” “—Liquidity and Capital Resources—Net Cash from Operating Activities” and “—Working Capital” for a description and quantification of costs and expenses relating to our operations);
●	capital expenditures for existing and new operations (see “—Capital Expenditures” for a description and quantification of our capital expenditures, including capital expenditures on other intangible assets and rights of use additions, incurred in each of the years ended December 31, 2025, 2024 and 2023;
---	---
●	the purchase price of acquisitions (see “—Recent Developments” and “—Factors Affecting Our Financial Condition and Results of Operations—Acquisitions” for a description of our most recent acquisitions); and
---	---
●	debt service requirements relating to our existing and future debt (see “—Sources of Credit” for a description and quantification of our principal indebtedness).
---	---

Historically, we have financed our liquidity and capital requirements through internally generated cash flows and debt financings. As of December 31, 2025, our cash and cash equivalents totaled €825 million. In addition, as of December 31, 2025, we had a liquidity position of €1.7 billion, including €853 million in unused credit facilities available under our debt agreements that included €798 million available as Revolving Loans under our First Lien Credit Facilities. 109

Table of Contents In 2025, our cash generation was driven by a solid improvement in operating cash flow, supported by profit growth and active working capital management. The year’s performance reflects the consolidation of operational improvements implemented in previous periods and sustained discipline in capital allocation. We expect our cash flows from operations combined with our cash balances and availability under the revolving loans from the New Credit Facilities to provide sufficient liquidity to fund our current obligations (primarily debt service and acquisition payments as described above), projected working capital requirements and capital expenditures for at least the next twelve months. Currently, we do not generate significant cash in any country that might have restrictions for funds repatriation, and we estimate that the existing cash located in Ireland, Spain and the United States, along with the cash generated from operations, will be sufficient to meet future cash needs in key countries.

Our capital expenditures consist primarily of expanding and enhancing our production facilities, replacing fully depreciated items and promoting efficiency of our operations. In addition, we allocate cumulative industrial capital investments to expand the manufacturing capacities of the Biopharma business unit, as well as investments in the Diagnostic and Bio Supplies business units, with the goal of improving the structure of our plasma collection centers in the United States and expanding our manufacturing facilities. We are also expanding and relocating plasma donation centers and improving infrastructures related to raw materials classification, preparation and storage facilities, logistics centers and analysis laboratories. In 2025, we maintained disciplined management of our capital investments following the intense investment cycle of recent years, prioritizing efficiency and the consolidation of existing production capacity. See “—Capital Expenditures” below.

We remain committed to deleveraging in the medium term and maintaining elevated and adequate levels of liquidity through (i) internally generated cash flows, and (ii) a substantial decrease in dividend payments in the medium term. In furtherance of this commitment, in the past few years we have continually strengthened our financial structure and market confidence through active and disciplined debt management. This proactive debt management enabled us to extend maturities, strengthen liquidity, and shape a debt profile with no significant maturities before 2027.

Among other measures, in 2024 we sold a 20% equity stake in Shanghai RAAS in exchange for approximately $1.8 billion, and used the proceeds of the sale to fully redeem the 2017 Notes. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Dispositions—Shanghai RAAS.” In addition, in November 2025, we conducted a consent solicitation process whereby we obtained the support of approximately 95% of holders of our April 2024 Notes to approve an amendment to the indenture for such notes which enhances our financial flexibility and facilitates more efficient management of our capital structure, in line with our refinancing plans communicated to the market. See “—A. Operating Results—Subsequent Events—Refinancing Plans” above and “—Sources of Credit—The April 2024 Notes” below.

Our principal existing contractual obligations as of December 31, 2025 are comprised of financial debt obligations, with principal and interest amortization for short- and long-term debt including, among other things, capitalized lease obligations and bilateral credit facilities bearing interest at market rate (see “—Sources of Credit” below and Notes 23 and 30 to our audited consolidated financial statements included in this annual report on Form 20-F for further discussion regarding our debt obligations and related interest rate agreements outstanding at December 31, 2025). We have contractual obligations involving future payments for licenses and royalties based generally on volume of sales.

Historical Cash Flows

The table below presents our net cash from operating, investing and financing activities for each of the years ended December 31, 2025, 2024 and 2023.


		Year Ended December 31,
		2025	2024	2023^(1)^
		(in millions of euros)
Net cash from (used in) operating activities		1,047	902	217
Net cash (used in) investing activities		(579)	886	(394)
Net cash from/(used in) financing activities		(529)	(1,359)	172
(1)	See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F.
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Table of Contents

Net Cash from Operating Activities

In the year ended December 31, 2025, our net cash inflow from operating activities was €1.0 billion, due largely to robust operating results supported by the solid performance of our business units and combined with efficient working capital management. Working capital represented a cash outflow of €35 million. The principal effects on working capital were as follows:

●	increase of €32 million in trade and other receivables, primarily due to higher revenues in 2025 which led to an increase in the corresponding receivable balances. The average collection period decreased to 31 days (compared to 35 days in 2024), demonstrating more efficient working capital management;
●	increase of €97 million in inventory levels as compared to December 31, 2024, due primarily to an increase of cost of sales related to inventory management. This increase of both inventory levels and cost of sales translated into an improvement in inventory turnover, which decreased to 258 days at December 31, 2025, compared with 294 days reported at December 31, 2024, reflecting optimized inventory levels in the context of growing activity; and
---	---
●	increase of €94 million in trade and other payables led by an increase in the cost of sales. The average payment period decreased from 61 days at December 31, 2024 to 57 days at December 31, 2025.
---	---

In the year ended December 31, 2024, our net cash inflow from operating activities was €902 million, due largely to stronger operating income, improved working capital management, particularly in inventory and trade receivables, and disciplined approach to operational expenses. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “B. Business Overview—Raw Materials.” Working capital represented a loss of €13 million. The principal effects on working capital were as follows:

●	increase of €42 million in trade and other receivables, primarily due to the high revenue growth rate of 11.7% in the fourth quarter of the year, driven by a significant 17.9% increase in immunoglobulins sales in the fourth quarter (15.3% increase in the full year). The average collection period remained stable at 35 days (36 days in 2023);
●	decrease of €26 million in inventory levels as compared to December 31, 2023, due primarily to efficient inventory management, improvements in plasma collections and the positive results of the implementation of an individualized nomogram technology in 60% of the plasma collection centers in the United States, enabling more precise control over volumes collected and resulting in reduced waste of raw material and refinements in the processes for plasma fractionation, leading to a higher amount of products extracted from each liter of plasma collected. Inventory turnover was 294 days at December 31, 2024, compared with 308 days reported at December 31, 2023; and
---	---
●	increase of €29 million in trade and other payables. The average payment period increased from 59 days at December 31, 2023 to 60 days at December 31, 2024.
---	---

In the year ended December 31, 2023, our net cash from operating activities was €217 million, due largely to improved operational performance, a reduction in cost per liter of plasma collected and a reduced cost base throughout our business fueled by our Operational Improvement Plan. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “B. Business Overview—Raw Materials.” Working capital represented a loss of €376 million. The principal effects on working capital were as follows:

●	increase of €69 million in trade and other receivables. The average collection period remained stable at 36 days (36 days in 2022);
●	increase of €411 million in inventory levels primarily due to increased plasma supply, partially offset by a lower cost per liter of plasma. Inventory turnover was 309 days at December 31, 2023, compared with 296 days reported at December 31, 2022; and
---	---
●	increase of €104 million in trade and other payables. The average payment period increased from 53 days at December 31, 2022 to 59 days at December 31, 2023.
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Table of Contents

Net Cash from/(Used) in Investing Activities

Net cash used in investing activities amounted to an outflow of €579 million in 2025, compared to a net cash inflow of €886 million in 2024, a year that included the extraordinary impact of the Shanghai RAAS divestment.

In 2025, we completed the acquisition of 14 plasma collection centers from ImmunoTek for an aggregate net amount, after discounting advance payments, of $141 million, of which $62 million was deferred until January 2, 2026. Except for this transaction, our main cash outflows corresponded to recurring capital expenditure investments, as well as investments in R&D and intangible assets. These included investments related to the plasma fractionation, immunoglobulin purification, and albumin production facilities in Montreal, Canada, as well as the development of the Egypt hub.

The change in 2024 was primarily due to the sale of a 20% equity stake in Shanghai RAAS, which significantly outweighed capital expenditures and other investing outflow, as well as overall lower spending on acquisitions and investments (See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Dispositions—Shanghai RAAS”). Investments made in 2024 focused primarily on the acquisition of 14 plasma collection centers from ImmunoTek, for an aggregate amount of $266 million, and the acquisition of 100% of the shares of Haema Plasma Kft., for an amount of €35 million. See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions.”

Investments made in 2023 focused primarily on capital expenditures, particularly on the Biopharma business unit’s new production facilities, including investments in plasma fractionation, immunoglobulin purification and albumin plants in Montreal (Canada), a new sterile albumin purification dosing and filling plant in Dublin, and various IT and digitalization-related projects. See”—Capital Expenditures.”

Net Cash from/(Used in) Financing Activities

Net cash used in financing activities was €529 million in 2025, primarily due to the delisting of our German subsidiary Biotest, following an increase in our ownership stake to 80.8% of the share capital and 99.25% of the voting rights together with the redemption by the GIC Investor of one preferred share of Biomat Newco for €46 million, the repayment of €32 million of the EIB Term Loans and the payment of dividends in the total aggregate amount of €128 million. See “—Liquidity and Capital Resources—Sources of Credit—The Biomat Transactions” and Item 8 of this Part I, “A. Consolidated Statements and Other Financial Information—Dividend Payments.”

Net cash used in financing activities was €1.4 billion in 2024, primarily as a result of net debt repayments related to the redemptions of the €1.0 billion senior notes issued in 2017 and the series of the 2019 Notes that would have matured in February 2025.

Net cash inflow from financing activities was €172 million in 2023, primarily due to a drawdown of €360 million from our Revolving Credit Facility (see Note 19 to our audited consolidated financial statements included in this annual report on Form 20-F), partially offset primarily by lease payments of €106 million (see Note 8(b) to our audited consolidated financial statements included in this annual report on Form 20-F), the redemption by the GIC Investor of one preferred share of Biomat Newco for €48 million and the repayment of €32 million of the EIB Term Loans.

Working Capital

Our working capital, which is driven primarily by our trade receivables turnover and inventory aging, can vary significantly from period to period depending on the activity. Our capital requirements will depend on many factors, including our rate of sales growth, acceptance of our products, continued access to adequate manufacturing capacities, maintaining cGMP compliant facilities, the timing and extent of research and development activities, and changes in operating expenses, including costs of production and sourcing of plasma, all of which are subject to uncertainty. 112

Table of Contents In 2025, we achieved notable improvements in working capital efficiency through enhanced inventory management, disciplined oversight of accounts payable and receivable, improved financial results and active optimization of operational cash flows, resulting in a reduction in net working capital consumption in relation to prior years. We expect that our liquidity position for the remainder of 2026 will be higher than our liquidity as of December 31, 2025, primarily due to the New Credit Facilities (entered into on April 14, 2026), which increased our access to revolving loans pursuant to a revolving credit facility of approximately $2.0 billion (as compared to the $938 million we had available pursuant to the Revolving Loans under our First Lien Credit Facilities). See Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—New Credit Facilities.”

Inventory Aging

Inventory aging average decreased to 258 days at December 31, 2025, compared to 294 days at December 31, 2024, primarily reflecting an optimization of inventory levels in the context of growing activity. Inventory aging average in the Biopharma division decreased from 301 days in 2024 to 262 days in 2025 while inventory levels remained stable, as a result of a significant increase in sales.

Inventory aging average decreased from 2023 to 2024, primarily as a result of more efficient inventory management, improvements in plasma collections and the positive results of the implementation of an individualized nomogram technology in approximately 60% of the plasma collection centers in the United States, enabling more precise control over volumes collected and resulting in reduced waste of raw material and refinements in the processes for plasma fractionation, leading to a higher amount of products extracted from each liter of plasma collected. Inventory aging decreased to 294 days at December 31, 2024, compared to 308 days at December 31, 2023.

See Item 4 of this Part I, “Information on the Company—B. Business Overview—Raw Materials” for additional details.

Trade Receivables

We routinely sell receivables with maturity dates no shorter than 30 days (“Eligible Receivables”) to financial institutions (factors) in varied contractual arrangements with or without recourse. In sales of Eligible Receivables without recourse, all material risks and benefits inherent to the ownership of the assigned receivables, including the right to unilaterally transfer the assigned receivables to unrelated third parties, are transferred to the factor. These sales are considered as factoring without recourse and therefore the consideration paid to us by factors for such assigned receivables is not accounted as debt in our balance sheet.

In the fiscal years ended December 31, 2025, 2024 and 2023, we sold without recourse €1.6 billion, €3.6 billion and €2.9 billion, respectively, of receivables to third parties. We estimate the volume of net invoices we sold without recourse to financial institutions which, based on their due date, would not have been collected at December 31, 2025, to be €325 million (€312 million and €392 million at December 31, 2024 and 2023, respectively).

We also sell Eligible Receivables to financial institutions while retaining the risks and benefits inherent to the ownership thereof. These sales are considered as factoring with recourse and the amount of such assigned receivables remains on our balance sheet, while the amount advanced to us by the factors is recognized on our balance sheet as short-term debt. At December 31, 2025, similar to December 31, 2024, we had no amount recorded in our balance sheet as short-term debt in respect of factoring transactions with recourse, as compared to €17 million at December 31, 2023.

For the fiscal year ended December 31, 2025, the finance cost we recorded in our statement of profit and loss in respect of receivables sold totaled €14 million (€31 million and €25 million in the fiscal years ended December 31, 2024 and 2023, respectively). Our receivables had an aging average of 31 days at December 31, 2025, 35 days at December 31, 2024 and 36 days at December 31, 2023. See Notes 13 and 25 to our consolidated audited financial statements included in this annual report.

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Table of Contents Capital Expenditures, Other Intangible Assets and Rights of Use

In 2025, we maintained disciplined management of our capital investments following the intense investment cycle of recent years. We continued optimizing our capital expenditure resource allocation, prioritizing efficiency and the consolidation of existing production capacity. In 2025, our capital expenditures totaled €265 million (€233 million in 2024). The following table presents our capital expenditures, other intangible assets and rights of use additions in the years ended December 31, 2025, 2024 and 2023, by business unit.


		Year Ended December 31,
		2025		2024		2023^(1)^
		(in millions of euros)
Biopharma		451		373		359
Diagnostic		62		55		29
Bio Supplies		2		2		9
Others		8		8		4
Unallocated		65		40		49
Total	****	588	****	478	****	450
(1)	See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F.
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January 2023 through December 2025

Facilities. The most important capital projects relating to the expansion and improvement of our manufacturing facilities during 2025, 2024 and 2023 were:

Parets site (Barcelona, Spain):

●	Investments of €4 million in 2025 for the construction of a new plasma fractionation plant (see Item 4 of this Part I, “Information on the Company—D. Property, Plant and Equipment”);
●	Investments of €0.4 million in 2025, €0.2 million in 2024 and €0.1 million in 2023 to increase purification capacity of fibrin sealant and topic thrombin;
---	---
●	Investments of €1.2 million in 2025, €1 million in 2024 and €0.7 million in 2023 to increase the production of intravenous solutions bags; and
---	---
●	Investments of €3 million in 2023 to build a new manufacturing line for a contract manufacturing product.
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Clayton site (North Carolina, United States):

●	Investments of €2 million in 2025, €0.7 million in 2024 and €11 million in 2023 for the construction of a new immunoglobulins purification and filling plant;
●	Investments of €11 million in 2025 to renew building utilities to support future fibrinogen production;
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●	Investments of €8 million in 2025 and €3 million in 2024 to expand packaging incubators;
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●	Expansion of Grifols’ current waste water pretreatment plant in Clayton to meet Town of Clayton permit limits, with investments of €4 million in 2023;
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●	Investments of €5 million in 2025 and €2 million in 2024 to install a new Xembify syringe filler; and
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●	Investments of €22 million in 2025 and €5 million in 2024 to expand the fibrinogen production capacity.

Los Angeles (California, United States):

●	Investments of €4 million in 2025, €2 million in 2024 and €0.7 million in 2023 to increase Gamunex, purified and water for injection (WFI) production;
●	Investments of €0.3 million in 2025, €0.2 million in 2024 and €0.8 million in 2023 in new quality and risk management systems;
---	---
●	Investments of €0.1 million in 2024 and €3 million in 2023 to build a new warehouse for Gamunex incubators; and
---	---
●	Investments of €4 million in 2025 and €0.4 million in 2024 to increase Gamunex capacity expansion.
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Dublin (Ireland):

●	Investments of €0.4 million in 2025, €0.7 million in 2024 and €0.8 million in 2023 to build a new headquarters, global operations and logistics center to serve as part of the new global operations center of the Biopharma business;
●	Investment of €26 million in 2025, €20 million in 2024 and €21 million in 2023 in a new albumin purification and filling plant for bags; and
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●	Investments of €0.9 million in 2025, €3 million in 2024 and €3 million in 2023 for a new end-to-end supply chain system.
---	---

Quebec (Canada):

●	Investments of €58 million in 2025, €75 million in 2024 and €45 million in 2023 to remodel Canada facility for fractionation increase, albumin manufacturing and Gamunex addition.

San Diego (California, United States):

●	Investments of €0.2 million in 2024 and €0.2 million in 2023 to expand manufacturing capacity for our NAT Diagnostic business, including quality control, research and development labs and an R&D pilot plant; and
●	investments of €3 million in 2025, €6 million in 2024 and €5 million in 2023 to build a new immunohematology manufacturing facility in building 10895.
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Other Investments. Other relevant capital projects relating to the expansion and improvement of our manufacturing facilities during 2025, 2024 and 2023 were:

●	Investments in serialization to enhance manufacturing and packaging identification of €0.1 million in 2025, €0.1 million in 2024 and €0.5 million in 2023;
●	Investments in new donor centers and donor center expansions in the United States of €4 million in 2025, €5 million in 2024 and €5 million in 2023;
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●	Investments of €0.5 million in 2025, €0.1 million in 2024 and €0.4 million in 2023 to expand our overall lab testing capacity;
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●	Investments in a new data center building in Los Angeles to support all IT services and to address current risks with the existing data center €0.1 million in 2024 and €0.2 million in 2023;
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●	Investments in updating manufacturing facilities to EMA regulation related to the manufacturing of sterile medicinal products of €2 million in 2025, €2 million in 2024 and €2 million in 2023;
●	Investments to increase our IVIG purification capacity of €5 million, €2 million in 2024 and €1 million in 2023; and
---	---
●	Investment of €7 million in 2025, €4 million in 2024 and €5 million in 2023 related with IT projects for plasma collection centers.
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January 2025 through December 2026

In 2024, we completed a €1.9 billion investment plan initiated in 2018 that involved, among other investments, cumulative industrial capital investments to expand the manufacturing capacities of the Biopharma business unit, as well as investments in the Diagnostic business unit. In 2025, we maintained disciplined management of our capital investments following the intense investment cycle. We will continue focusing on optimizing our capital expenditure resource allocation, prioritizing efficiency and the consolidation of existing production capacity.

The majority of our capital investments benefit our Biopharma business unit, systemically enhancing our manufacturing facilities. We aim to optimize utilization of our fractionation capacity by obtaining FDA and EMA licenses and completing other requirements to purify any of our intermediate products at any of our plants. We are also relocating and renovating plasma donation centers and improving infrastructures related to raw materials classification, preparation and storage facilities, logistics centers and analysis laboratories.

The main capital expenditure projects advanced in 2025 and planned for 2026 and onwards relating to the improvement of our manufacturing facilities are:

●	Parets: construction of a new plasma fractionation plant to enable us to double our fractionation capacity in Europe (see Item 4 of this Part I, “Information on the Company—D. Property, Plant and Equipment”);
●	Montreal: continue upgrading facilities for plasma fractionation and purification. In 2025, we completed the first phase of the project with the commissioning of an albumin purification and filling plant. Phases II and III, currently under development, include the addition of a plasma-fractionation plant and a second intravenous immunoglobulin (IVIG) purification and filling facility;
---	---
●	Clayton: continue the investment to upgrade the waste treatment plant, investment in the initial Phase II of the purification and filling facility and expansion of the IV Fibrinogen capacity;
---	---
●	San Diego: rebuilding of a laboratory, offices and warehouse, and continue the expansion of the blood testing and immunohematology systems;
---	---
●	Dreieich: investments in several sectors to be made by Biotest, as well as in plasma collection centers;
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●	Murcia: investment to expand parenteral solutions capacity by adding a new line.
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In addition, Grifols Egypt, our joint venture with NSPO, is building a new industrial facility phased as follows:

●	Phase 1: Plasma warehouse, plasma testing laboratory, finished product and raw material warehouse.
●	Phase 2: Plasma fractionation plant, including Utilities building and Water Plant.
---	---

Grifols Egypt’s project is one of our most significant strategic initiatives in international expansion and health-sovereignty development. Through Grifols Egypt, the Egypt hub achieved self-sufficiency in immunoglobulins, albumin, and coagulation factors in 2025, becoming the sixth country in the world to reach this level of autonomy in plasma-derived medicines. 116

Table of Contents Grifols Egypt currently has 16 plasma-donation centers in Egypt (with 13 already operating), with plans to expand to 20 in 2026, and has a state-of-the-art testing laboratory and an integrated logistics center. It is also progressing on the first development phase of its manufacturing plant, which will begin operations in 2026. In 2025, the European Medicines Agency (EMA) certified Grifols Egypt’s entire value chain, validating the integrated end-to-end model. Since the project’s inception, more than one million vials produced from Egyptian plasma have been delivered to public hospitals and health centers, and over 100,000 free medical check-ups have been provided to donors. From a corporate perspective, the Egypt project represents a replicable public-private partnership model that integrates health sovereignty, industrial development, and international projection.

Sources of Credit

New Credit Facilities

On April 14, 2026, we entered into a Credit Agreement (the “New Credit Facilities”) with a syndicate led by Bank of America Europe Designated Activity Company, Bank of America, N.A., J.P. Morgan Securities PLC, Banco Santander, S.A., DNB Bank ASA, Sweden Branch, Citibank, N.A., London Branch, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, Landesbank Hessen-Thüringen Girozentrale, UBS AG London Branch, ING Bank N.V., Sucursal en España and Nomura Securities International, Inc. as the lead arrangers (the “Lead Arrangers”), which consist of the “Term Loans” and the “Revolving Loans.” Bank of America, N.A. serves as Administrative Agent. The initial Term Loans (consisting of a Dollar Tranche B Term Loan and a Euro Tranche B Term Loan) were fully drawn down on April 14, 2026. Both the Dollar Tranche B Term Loan (in original principal amount equal to $2,000,000,000) and the Euro Tranche B Term Loan (in original principal amount equal to €1,250,000,000) mature on April 14, 2033 (seven years from April 14, 2026). The Dollar Tranche B Term Loan has a repayment schedule with quarterly amortization payments on the last business day of each March, June, September and December, starting with the first full fiscal quarter ending after April 14, 2026, equal to 0.25% of the aggregate principal amount of the initial Dollar Tranche B Term Loan, with the remainder payable at maturity. The Euro Tranche B Term Loan is not subject to scheduled amortization prior to the applicable maturity date.

The Revolving Loans provide for aggregate commitments of $2,065,000,000, and are available during the period commencing from April 14, 2026, and ending on (i) October 14, 2032 or (ii) if a springing maturity condition applies, the date that is 91 days prior to the maturity date of the earliest maturing Material Indebtedness (as defined in the New Credit Facilities) that has not been extended, replaced, refinanced or repaid with indebtedness maturing no earlier than 91 days after October 14, 2032.

We are using the proceeds from the initial Term Loans (i) to repay in full and terminate the First Lien Credit Facilities, (ii) to redeem and discharge the remaining outstanding amount of the 2019 Notes, (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.

The borrowers under the New Credit Facilities are Grifols International Services USA Inc., a Delaware corporation and wholly owned indirect subsidiary of Grifols (the “U.S. Borrower”) and Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland and a wholly owned direct subsidiary of Grifols (the “Irish Borrower” and together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”). The borrower under the Euro-denominated Tranche B facility is the Irish Borrower, and the borrower under the Dollar-denominated Tranche B facility is the U.S. Borrower. Both Borrowers are borrowers under the revolving credit facility. The New Credit Facilities are governed by New York law; however, certain collateral documents are governed under the local law of other jurisdictions.

The interest rates on the Revolving Loans are (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, the Adjusted Term SOFR Rate (if denominated in Dollars), the EURIBOR Rate (if denominated in Euros), the SONIA Rate (if denominated in Sterling) or the Adjusted Term CORRA Rate (if denominated in Canadian Dollars), plus 2.00%, and (b) thereafter, subject to a pricing grid based on consolidated total net leverage ratio, with applicable margins for benchmark rate loans (Term SOFR Rate, EURIBOR Rate, SONIA Rate or Term CORRA Rate) ranging from 1.25% to 2.00% and margins for base rate loans ranging from 0.25% to 1.00%.

The interest rates on the Dollar Tranche B Term Loan are, (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, either (i) the Adjusted Term SOFR Rate plus 2.50% or (ii) the base rate plus 1.50%, and (b) thereafter, the applicable margin is subject to a pricing grid based on consolidated total net leverage ratio with applicable margins for Term SOFR Rate Loans ranging from 2.25% to 2.50% and for base rate loans ranging from 1.25% to 1.50%. 117

Table of Contents The interest rate on the Euro Tranche B Term Loan is (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, EURIBOR Rate plus 3.00%, and (b) thereafter, the applicable margin is subject to a pricing grid based on consolidated total net leverage ratio with applicable margins ranging from 2.50% to 3.00%.

Borrowings under the New Credit Facilities are subject to mandatory prepayment upon the occurrence of certain events, including the incurrence of certain debt and the sale or other disposition of certain assets. In addition, a portion of the borrowings under the New Credit Facilities are subject to mandatory prepayment in the event we have excess cash flow, as defined therein. Both the Term Loans and the Revolving Loans are guaranteed by Grifols (solely in respect of the obligations of the Borrowers) and certain subsidiaries of Grifols that together with Grifols represented, as of December 31, 2025, in aggregate, at least 60.0% of the earnings before interest, tax, depreciation and amortization of Grifols and its subsidiaries (calculated in accordance with the formula set forth in the New Credit Facilities, the “Guarantor Coverage Test”), and are secured by a perfected first priority security interest (subject to permitted liens, as described in the First Lien Credit Facilities) in substantially all of the tangible and intangible assets of the U.S. credit parties and plasma inventory of GWWO and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). As of the date of this Annual Report on Form 20-F, the New Credit Facilities are guaranteed by our subsidiaries GWWO, Grifols Worldwide Operations USA, Grifols Biologicals LLC, Grifols Shared Services North America, Inc., Grifols Therapeutics LLC, Instituto Grifols, S.A., Grifols International, S.A., Grifols USA, LLC, and Grifols Biotest Holdings GmbH and the Borrowers.

The New Credit Facilities include customary affirmative and negative covenants and events of default. Negative covenants include, among other limitations, limitations on additional debt, liens, asset sales and affiliate transactions. The New Credit Facilities also contain a financial maintenance covenant requiring that the consolidated total net leverage ratio not exceed 7.00:1.00, tested at the end of each fiscal quarter, commencing with the first full fiscal quarter after April 14, 2026. Events of default include, among other events, violation of covenants, material breaches of representations, cross default to other material debt, bankruptcy and insolvency, material judgments and change of control.

The terms of the New Credit Facilities contain limitations on our ability to make restricted payments, including paying ordinary dividends, including (a) for so long as no Event of Default has occurred and is continuing or would result therefrom, in an amount per annum not to exceed (A) if the Consolidated Total Net Leverage Ratio (as defined in the New Credit Facilities) does not exceed 4.00:1.00, 6.00% of Market Capitalization (as defined in the New Credit Facilities), or (B) if the Consolidated Total Net Leverage Ratio is greater than 4.00:1.00, 4.00% of Market Capitalization, which dividends may be paid in installments during the applicable fiscal year and the subsequent fiscal year in a manner consistent with past practice, or (b) for so long as no Event of Default has occurred and is continuing or would result therefrom and the Consolidated Total Net Leverage Ratio on a pro forma basis would be less than or equal to 3.75:1.00. We may make regularly scheduled payments of interest in respect of the 2021 Notes to the extent required by the terms of the documentation governing such notes.

European Investment Bank Term Loans

On October 28, 2015, GWWO entered into a loan agreement with the European Investment Bank for a term loan of €100 million under the European Fund for Strategic Investments (the “2015 EIB Term Loan”), which was amended on December 5, 2017, April 15, 2019, and on November 15, 2019. The financial terms of the loan agreement included a fixed interest rate of 2.40% for a tenor of 10 years from October 28, 2015, and a repayment schedule with amortization in years three through ten. The proceeds of this loan were used to support our research and development, primarily focusing on the search for new indications for plasmatic proteins, including the treatment of Alzheimer’s disease, vascular disease, cardiovascular surgery and arterial thrombosis, amongst others. The 2015 EIB Term Loan was repaid in full at maturity (October 2025).

On December 5, 2017, we obtained a new long-term loan with the European Investment Bank totaling €85 million (the “2017 EIB Term Loan”), which was amended on April 15, 2019 and on November 15, 2019. The financial terms of the loan included a fixed interest rate of 2.019% for a tenor of ten years and a two-year grace period before any payment of principal becomes due and payable. The proceeds of this loan were used for research and development initiatives, notably the discovery and development of new products (plasma proteins), the finding of new therapeutic indications for existing plasma proteins and the improvement of manufacturing processes to increase yields, safety and efficiency. 118

Table of Contents On September 7, 2018, we obtained a new long-term loan with the European Investment Bank totaling €85 million (the “2018 EIB Term Loan” and, together with the 2015 EIB Term Loan and the 2017 EIB Term Loan, the “EIB Term Loans”), which was amended on April 15, 2019 and on November 15, 2019. The financial terms of the loan agreement included a fixed interest rate of 2.145% for a tenor of 10 years and a two-year grace period before any payment of principal becomes due and payable. The proceeds of this loan were used for research and development initiatives, notably the discovery of new therapeutic indications for plasma-derived protein therapies.

The EIB Term Loans were guaranteed by the same entities that guaranteed the First Lien Credit Facilities described below and were secured by a perfected first priority security interest (subject to permitted liens, as defined in the documentation governing the EIB Term Loans) on the same collateral securing the First Lien Credit Facilities, the 2019 Notes, the April 2024 Notes and the December 2024 Notes, each as described below (noting that the blood plasma inventory of GWWO located in Spain was not charged to secure the 2019 Notes, the April 2024 Notes or the December 2024 Notes), subject to a customary pari passu intercreditor agreement entered into by and among Grifols, GWWO, certain subsidiaries of Grifols party thereto, the European Investment Bank, Bank of America, N.A., as collateral agent under the First Lien Credit Facilities, and The Bank of New York Mellon, London branch, as collateral agent under the 2019 Notes, the April 2024 Notes and the December 2024 Notes.

We entered into an amendment to the EIB Term Loans on August 6, 2021 to permit (i) the consummation of the Biomat Transactions; and (ii) upon the consummation of the Biomat Transactions, the release of Biomat USA and Talecris from their respective guarantees provided under the corresponding guarantee agreement for the EIB Term Loans and that release the liens granted over the assets of Biomat USA and Talecris. The Biomat Transactions were consummated on December 1, 2021.

On September 28, 2022, we entered into Amended and Restated Accession Agreements in connection with the EIB Term Loans to add Biotest Holdings as guarantor thereunder.

As of December 31, 2025, we had €53 million in aggregate principal amount outstanding of EIB Term Loans. See Notes 23 and 30 to our consolidated audited financial statements included in this annual report. On March 16, 2026, we prepaid in full the outstanding amounts owed under the 2017 EIB Term Loan and the 2018 EIB Term Loan, resulting in the termination of the EIB Term Loans. We are currently negotiating with the EIB the execution of the corresponding documentation for the cancellation of the security interest and guarantees granted in favor of the EIB to secure/guarantee the EIB Term Loans.

First Lien Credit Facilities

On November 15, 2019, we entered into a Credit and Guaranty Agreement (the “First Lien Credit Facilities”) with a syndicate led by Bank of America Europe Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited Designated Activity Company), Bank of America, N.A., BNP Paribas S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A., and JP Morgan Securities PLC, as the arrangers, which consist of the “Term Loans” and the “Revolving Loans.” The initial Term Loans (consisting of a Dollar Tranche B Term Loan and a Euro Tranche B Term Loan) were fully drawn down on November 15, 2019. Both the Dollar Tranche B Term Loan (in original principal amount equal to $2,500,000,000) and the Euro Tranche B Term Loan (in original principal amount equal to €1,360,000,000) would have matured in eight years from November 15, 2019 and had a repayment schedule with quarterly amortization starting on the last business day of the fiscal quarter ending on March 31, 2020, equal to 0.25% of the aggregate principal amount of the initial Dollar Tranche B Term Loan (or Euro Tranche B Term Loan, as the case may be) outstanding on November 15, 2019, with the remainder payable at maturity.

The Revolving Loans, which initially provided for a commitment of $500 million, were available during the period commencing from November 15, 2019 and ending on November 15, 2025. On May 7, 2020, we upsized the Revolving Loans, increasing the lender commitments thereunder from $500 million to $1.0 billion, with the existing and new revolving lenders. The terms and conditions of the upsized facility are similar to those entered into on November 15, 2019. As part of the upsize, the applicable margin for Revolving Loans was increased from 0.50% to 1.50% in the case of Base Rate Loans and from 1.50% to 2.50% in the case of Eurocurrency Rate Loans. Additionally, the commitment fee payable in respect of the unused Revolving Commitments was increased from 0.50% to 0.875%. 119

Table of Contents On December 11, 2024, we executed a new upsize to the Revolving Loans whereby we (i) extended the Revolving Commitments of $585 million by 18 months, until May 2027 (the remaining $415 million still matured, and were automatically cancelled, in November 2025) (the “RCF Extension to 2027”); and (ii) increased the Revolving Commitments by an additional $278 million with the existing and new revolving lenders (increasing the total amount of Revolving Commitments under the First Lien Credit Facilities to $1.3 billion). As part of the upsize, as of December 20, 2024 the applicable margin for Revolving Loans granted by the Lenders who agreed to the RCF Extension to 2027 increased from 1.50% to 2.00% per annum, in the case of Base Rate Loans, and from, 2.50% to 3.00% per annum, in the case of Eurocurrency Rate Loans and from 2.50% to 3.00% per annum, in the case of Term SOFR Loans.

On February 21, 2025, we executed a new upsize to the Revolving Loans whereby existing and new revolving lenders agreed to further increase their commitments under the Revolving Commitments by $74 million, resulting in a total revolving commitment facility of $1.3 billion, of which $415 million matured in November 2025, with the current effective amount of Revolving Commitments being $938 million and maturing in May 2027). The purpose of each of the upsizes was to reinforce our liquidity position.

The borrower under the revolving facility was GWWO, an Irish entity and our wholly owned direct subsidiary. The borrower under the Euro denominated tranche B facility was Grifols. The borrower under the Dollar-denominated tranche B facility was Grifols Worldwide Operations USA, Inc. (“Grifols Worldwide Operations USA”), a Delaware corporation and a direct wholly owned subsidiary of GWWO. The First Lien Credit Facilities were governed by New York law; however, certain collateral documents were governed under the local law of other jurisdictions.

The interest rates on the Revolving Loans were either (a) the base rate (i.e., the greatest among (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term Secured Overnight Funding Rate (“Term SOFR”), with a one-month interest period, plus 1.00%) plus 1.50% or (b) Term SOFR (if denominated in dollars) or EURIBOR (if denominated in Euros) plus 2.50%. The interest rate on the Dollar Tranche B Term Loan was either (a) the base rate plus 1.00% or (b) Term SOFR plus 2.00%. The interest rate on the Euro Tranche B Term Loan was EURIBOR plus 2.25%.

Both the Term Loans and the Revolving Loans were guaranteed by Grifols (solely in respect of the obligations of Grifols Worldwide Operations USA and GWWO) and certain subsidiaries of Grifols that together with Grifols represented, as of December 31, 2025, in aggregate, at least 60.0% of the earnings before interest, tax, depreciation and amortization of Grifols and its subsidiaries (calculated in accordance with the formula set forth in the First Lien Credit Facilities, the “Guarantor Coverage Test”), and were secured by a perfected first priority security interest (subject to permitted liens, as described in the First Lien Credit Facilities) in all of the tangible and intangible assets of the U.S. credit parties and plasma inventory of GWWO and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations).

The First Lien Credit Facilities included customary affirmative and negative covenants and events of default. Negative covenants included, among other limitations, limitations on additional debt, liens, asset sales and affiliate transactions. Events of defaults included, among other events, violation of covenants, material breaches of representations, cross default to other material debt, bankruptcy and insolvency and material judgments.

The First Lien Credit Facilities and related security documents were amended on August 13, 2021 to (i) permit the consummation of the Biomat Transactions, (ii) reduce the Guarantor Coverage Test to 60%, and (iii) upon the consummation of the Biomat Transactions, release Biomat USA and Talecris from their respective guarantees provided under the First Lien Credit Facilities and release the liens granted over the assets of Biomat USA and Talecris. The Biomat Transactions were consummated on December 1, 2021, and we used part of the net proceeds therefrom to (i) prepay $600 million of principal amount of the Revolving Loans under the First Lien Credit Facilities, (ii) prepay $142,360,501.31 of the Dollar Tranche B Term Loans and (iii) prepay the Euro equivalent of $88,003,617.48 of the Euro Tranche B Term Loans.

On April 21, 2022 and April 25, 2022, we entered into Counterpart Agreements in connection with the First Lien Credit Facilities to add, respectively, Grifols Escrow Issuer, S.A.U. (the “Escrow Issuer”) (which has since been merged with and into the Company) and Biotest Holdings as guarantors thereunder. On September 28, 2022, we amended and restated the Counterpart Agreement entered into on April 25, 2022 by Biotest Holdings to amend and restate the provisions relating to the guaranty limitations for German guarantors to account for Biotest Holdings conversion from a stock corporation (Aktiengesellschaft) to a limited liability company (Gesellschaft mit beschränkter Haftung). 120

Table of Contents The First Lien Credit Facilities were amended on May 3, 2023, to provide for the replacement of LIBOR as a reference interest rate by SOFR.

On July 10, 2024, we used a part of the proceeds of the sale of 20% of the equity interests in Shanghai RAAS to prepay an amount of €391,878,662.41 of our Euro Tranche B Term Loans and $673,027,895.20 of our Dollar Tranche B Term Loans.

As of December 31, 2025, we had €860 million and $1.3 billion in aggregate principal amount outstanding of Term Loans, and no amounts outstanding under our Revolving Loans. See Notes 19 and 30 to our consolidated audited financial statements included in this annual report.

On April 14, 2026, we repaid all amounts outstanding under the First Lien Credit Facilities using the proceeds of the New Credit Facilities. See “—New Credit Facilities” above.

The 2019 Notes

On November 15, 2019, we issued €905 million senior secured notes that would have matured on February 15, 2025 and bore interest at 1.625% per annum (the “1.625% Notes”) and €770 million senior secured notes that would have matured on November 15, 2027 and bear interest at 2.250% per annum (the “2.250% Notes” and together with the 1.625% Notes, the “2019 Notes”).

The 2019 Notes were guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the 2019 Notes, and the guarantees of those obligations, were secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral that secured the 2019 Notes also secured the First Lien Credit Facilities, and the EIB Term Loans, and currently secures the New Credit Facilities, the April 2024 Notes and the December 2024 Notes, subject to the Intercreditor Agreement.

The indenture governing the 2019 Notes contained certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default.

On November 15, 2019 the 2019 Notes were listed on the Global Exchange Market of the Irish Stock Exchange.

On August 6, 2021, we entered into an indenture supplement amending the indenture governing the 2019 Notes to (i) permit the consummation of the Biomat Transactions, and (ii) upon the consummation of the Biomat Transactions, release Biomat USA and Talecris from their guarantees and collateral provided under the indenture governing the 2019 Notes. The Biomat Transactions were consummated on December 1, 2021, and, on January 11, 2022, we repurchased an aggregate principal amount of €97,535,000 (€67,144,000 of 1.625% Notes and €30,391,000 of 2.250% Notes) of the 2019 Notes under an asset sale offer to bondholders.

On April 21 and April 25, 2022, we entered into indenture supplements amending the indenture governing the 2019 Notes to add, respectively, the Escrow Issuer (which has since merged with and into the Company) and Biotest Holdings as guarantors for the 2019 Notes. On July 21, 2023, we entered into an indenture supplement amending the indenture governing the 2019 Notes to acknowledge that the Escrow Issuer has been merged with and into the Company, thereby releasing the guarantee granted by the Escrow Issuer.

On August 8, 2024, we used a part of the proceeds of the sale of 20% of the equity interests in Shanghai RAAS to redeem an amount of €495,036,000 of the 1.625% Notes. On December 27, 2024, we fully redeemed the remaining outstanding 1.625% Notes using proceeds from the December 2024 Notes, together with cash on hand. 121

Table of Contents As of December 31, 2025, the principal amount outstanding under the 2.250% Notes was €740 million. On April 14, 2026, we fully satisfied and discharged the outstanding principal amount of the 2.250% Notes using the proceeds of the New Credit Facilities, and expect the redemption of such Notes to be completed by the end of April 2026. See “—New Credit Facilities” above.

The 2021 Notes

On October 5, 2021, the Escrow Issuer, a newly formed wholly owned subsidiary of Grifols that did not hold or otherwise have any interest in any material assets, issued €1,400,000,000 senior notes that will mature on October 15, 2028 and bear interest at 3.875% per annum (the “Euro notes”) and $705,000,000 senior notes that will mature on October 15, 2028 and will bear interest at 4.750% per annum (the “Dollar notes” and together with the Euro notes, the “2021 Notes”). The 2021 Notes were issued to fund the acquisition of Biotest Holdings (and indirectly Biotest) and a voluntary tender offer for the shares in Biotest not owned by Biotest Holdings.

On the date of issuance of the 2021 Notes, the gross proceeds from the offering were deposited into segregated escrow accounts for the benefit of the holders of the 2021 Notes, to be released upon the fulfillment of the conditions precedent to the Biotest acquisition. Such conditions were fulfilled on April 21, 2022, and the funds were released to the Escrow Issuer Following the successful fulfilment of all conditions precedent therefor. Effective as of June 27, 2023, the Escrow Issuer was merged with and into the Company, the results of such merger being that the Company is the surviving entity, assuming (by operation of law) all assets and obligations of the Escrow Issuer, and the Escrow Issuer ceased to exist (the “Escrow Issuer Merger”).

Prior to the Escrow Issuer Merger, the 2021 Notes remained general unsecured obligations of the Escrow Issuer unconditionally guaranteed on a senior unsecured basis by the Company and each of our wholly-owned subsidiaries that that are guarantors and co-borrowers under the First Lien Credit Facilities. From and after the Escrow Issuer Merger, the 2021 Notes became general unsecured obligations of the Company and are unconditionally guaranteed on a senior unsecured basis by our wholly-owned subsidiaries that are guarantors and co-borrowers under the First Lien Credit Facilities.

We are not required to make mandatory redemption or sinking fund payments with respect to the 2021 Notes.

If we experience a change of control, we must give holders of the 2021 Notes the opportunity to sell to us their 2021 Notes at 101% of their principal amount, plus accrued and unpaid interest.

Grifols and the guarantors of the 2021 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the 2021 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the 2021 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis.

The indenture governing the 2021 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default.

On October 11, 2021 the 2021 Notes were listed on the Global Exchange Market of the Irish Stock Exchange.

On September 28, 2022, we entered into an indenture supplement amending the indenture governing the 2021 Notes to add Biotest Holdings as guarantor for the 2021 Notes. On July 21, 2023, we entered into an indenture supplement amending the indenture governing the 2021 Notes to acknowledge that the Escrow Issuer has been merged with and into the Company, and that the company became the issuer of the 2021 Notes, assuming all obligations previously held by the Escrow Issuer. On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the 2021 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the 2021 Notes. 122

Table of Contents A. The Dollar notes

The Dollar notes accrue interest at the rate of 4.750% per annum pay interest semi-annually in arrears on April 15 and October 15, commencing on April 15, 2022. We may redeem the Dollar notes, in whole or in part, at any time at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Dollar notes redeemed, to the applicable redemption date (subject to the right of holders of the Dollar notes on the relevant record date to receive interest due on the relevant interest payment date):


Fiscal Year		Percentage	****
Prior to October 15, 2026		101.188	%
On or after October 15, 2026		100.000	%

As of the date of this annual report, the principal amount outstanding under the Dollar Notes is $705 million.

B. The Euro notes.

The Euro notes accrue interest at the rate of 3.875% per annum pay interest semi-annually in arrears on April 15 and October 15, commencing on April 15, 2022. We may redeem the Euro notes, in whole or in part, at any time at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Euro notes redeemed, to the applicable redemption date (subject to the right of holders of the Euro notes on the relevant record date to receive interest due on the relevant interest payment date):


Fiscal Year		Percentage	****
Prior to October 15, 2026		100.969	%
On or after October 15, 2026		100.000	%

As of the date of this annual report, the principal amount outstanding under the Euro Notes is €1.3 billion.

The April 2024 Notes

On April 30, 2024, Grifols issued €1.0 billion senior secured notes that will mature on May 1, 2030 and bear interest at 7.500% per annum. On June 4, 2024, Grifols issued an additional €300 million of senior secured notes under the same indenture and the same series the notes issued on April 30, 2024 (collectively, the “April 2024 Notes”).

The April 2024 Notes are currently guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the April 2024 Notes, and the guarantees of those obligations, are secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral securing the April 2024 Notes also secures the December 2024 Notes and the New Credit Facilities, subject to the Intercreditor Agreement.

On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the April 2024 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the April 2024 Notes.

We are not required to make mandatory redemption or sinking fund payments with respect to the April 2024 Notes.

If we experience a change of control, we must give holders of the April 2024 Notes the opportunity to sell to us their April 2024 Notes at the redemption prices set forth below, plus accrued and unpaid interest. 123

Table of Contents Grifols and the guarantors of the April 2024 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the April 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the April 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis. In addition, Grifols and the guarantors of the April 2024 Notes may incur additional secured indebtedness if the secured leverage ratio (as defined in the indenture governing the April 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the April 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would not exceed 4.50 to 1.00, determined on a pro forma basis.

The indenture governing the April 2024 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default.

The April 2024 Notes accrue interest at the rate of 7.500% per annum pay interest semi-annually in arrears on May 1 and November 1, commencing on November 1, 2024. We may redeem the April 2024 Notes, in whole or in part, at any time on and after May 1, 2026 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below:


Fiscal Year		Percentage
2026		104.000	%
2027		102.000	%
2028 and thereafter		100.000	%

If we experience a change of control, we must give holders of the April 2024 Notes the opportunity to sell to us their April 2024 Notes at the redemption prices set forth under the paragraph above, plus accrued and unpaid interest.

If we redeem the April 2024 Notes prior to May 1, 2026, the redemption price shall be equal to 100% of the principal amount of the April 2024 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date. The “Applicable Premium” shall be determined by the Issuer as the greater of (i) 4.0% of the principal amount of such redeemed April 2024 Notes; and (ii) the excess, if any, of (a) the present value at such redemption date of (x) the redemption price of such April 2024 Notes, as applicable, at May 1, 2026 (as stated in the table above), plus (y) all required interest payments due on such April 2024 Notes through May 1, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate at the Bund Rate (or, if greater than such Bund Rate, zero), in each case as of such redemption date plus fifty (50) basis points, over (b) the principal amount of such April 2024 Notes.

We used the proceeds of the April 2024 Notes to (i) fully redeem, on May 27, 2024, the total principal amount outstanding of the senior notes issued in 2017, which would have otherwise matured on May 1, 2025, and (ii) to repay outstanding amounts under our revolving credit facility under the First Lien Credit Facilities.

On July 11, 2024, the April 2024 Notes were listed on the Global Exchange Market of the Irish Stock Exchange.

In November 2025, we conducted a consent solicitation process whereby we obtained the support of approximately 95% of holders of our April 2024 Notes to approve an amendment to the indenture for such notes, which enhances our financial flexibility and facilitates more efficient management of our capital structure, in line with our previously announced refinancing plans. The relevant supplemental indenture was executed on November 13, 2025. See “—A. Operating Results—Subsequent Events—Refinancing Plans” above. 124

Table of Contents As of the date of this annual report, the principal amount outstanding under the April 2024 Notes is €1.3 billion. However, we have delivered to the holders of the April 2024 Notes a conditional notice of redemption to redeem, subject to certain conditions, €500 million in principal amount of the April 2024 Notes.

The December 2024 Notes

On December 19, 2024 Grifols issued €1.3 billion senior secured notes that will mature on May 1, 2030 and bears interest at 7.125% per annum (the “December 2024 Notes”).

The December 2024 Notes are currently guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the December 2024 Notes, and the guarantees of those obligations, are secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral securing the December 2024 Notes also secures the April 2024 Notes and the New Credit Facilities, subject to the Intercreditor Agreement.

On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the December 2024 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the December 2024 Notes.

We are not required to make mandatory redemption or sinking fund payments with respect to the December 2024 Notes.

Grifols and the guarantors of the December 2024 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the December 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the December 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis. In addition, Grifols and the guarantors of the December 2024 Notes may incur additional secured indebtedness if the secured leverage ratio (as defined in the indenture governing the December 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the December 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would not exceed 4.50 to 1.00, determined on a pro forma basis.

The indenture governing the December 2024 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default.

The December 2024 Notes accrue interest at the rate of 7.125% per annum pay interest semi-annually in arrears on May 1 and November 1, commencing on May 1, 2025. We may redeem the December 2024 Notes, in whole or in part, at any time on and after May 1, 2026 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below:


Fiscal Year		Percentage
2026		104.000	%
2027		102.000	%
2028 and thereafter		100.000	%

If we experience a change of control, we must give holders of the December 2024 Notes the opportunity to sell to us their December 2024 Notes at the redemption prices set forth under the paragraph above, plus accrued and unpaid interest. 125

Table of Contents If we redeem the December 2024 Notes prior to May 1, 2026, the redemption price shall be equal to 100% of the principal amount of the December 2024 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date. The “Applicable Premium” shall be determined by the Issuer as the greater of (i) 4.0% of the principal amount of such redeemed December 2024 Notes; and (ii) the excess, if any, of (a) the present value at such redemption date of (x) the redemption price of such December 2024 Notes, as applicable, at May 1, 2026 (as stated in the table above), plus (y) all required interest payments due on such December 2024 Notes through May 1, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate at the Bund Rate (or, if greater than such Bund Rate, zero), in each case as of such redemption date plus fifty (50) basis points, over (b) the principal amount of such December 2024 Notes.

We used the proceeds of the December 2024 Notes to (i) together with cash on hand, fully redeem, on December 27, 2024, the total principal amount outstanding of the 1.625% Notes, which would have otherwise matured on February 15, 2025, and (ii) to fully repay then-outstanding revolving loans under the First Lien Credit Facilities.

As of the date of this annual report, the principal amount outstanding under the December 2024 Notes is €1.3 billion.

The Biomat Transactions

On December 1, 2021, we sold preferred shares representing 12.9% of Biomat Newco and 12.5% of Biomat USA, our U.S.-based plasma collection subsidiaries that are part of the Biomat Group, to the GIC Investor. Specifically, the GIC Investor acquired preferred shares. The purchase price received was $990 million.

As a result of the transaction, the GIC Investor received ten class B common shares of Biomat USA and nine class B common shares of Biomat Newco. While named common shares, such shares are non-voting and have annual preferential dividends of $4,168,421.05 per share of Biomat USA and Biomat Newco. These preferred shares also granted the GIC Investor with redemption rights of up to one share per year beginning in 2023 at $52,105,263.16 per share. This investment was originally recorded as equity, but was later restated as debt in our consolidated financial statements for the year ended December 31, 2021, prepared under pursuant to IFRS-EU and filed with the CNMV in Spain. As of December 31, 2025, the investment by the GIC Investor is still recorded as debt in our consolidated financial statements, and the reclassification did not affect compliance with the covenants under our debt instruments.

The GIC Investor has exercised its right to redeem one class B common share of Biomat Newco, at the redemption price of $52,105,263.16, on each of the years ended December 31, 2023, 2024 and 2025. See Note 19(d) to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F.

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Other Debt

Within the context of the acquisition of plasma collection centers from ImmunoTek, on February 3, 2025, our subsidiary Biomat Holdings LLC issued a promissory note in favor of ImmunoTek in an amount of $70 million (which represents the outstanding balance of the purchase price for six plasma collection centers acquired by Biomat Holdings LLC, in the amount of $62 million, plus management fees of approximately $8 million), with no interest accrual. The promissory note matured on January 3, 2026, date on which it was fully settled. See “—A. Operating Results—Factors Affecting our Financial Condition and Results of Operations— Acquisition of Plasma Collection Centers From ImmunoTek.”

In June 2024, our subsidiary Grifols Canada Therapeutics Inc. (“Grifols Canada”) obtained a loan facility from Investissement Québec, a governmental financial institution fomenting investments in Quebec, in an amount up to CAD$36,000,000. Grifols Canada is using the proceeds of this loan to finance the upgrades and start of operations related to the upsize in the production capacity of its therapeutics production plant in Montreal. Pursuant to this loan, Grifols Canada shall fulfill the following objectives (“Targets”) in relation to the Montreal plant: (1) create, by May 31, 2027 and maintain throughout the term of the loan at least 184 permanent jobs generating (2) an average gross annual salary of CAD$78,700 and (3) incur certain eligible expenditures agreed with the lender (the earlier of the date the Targets are completed or May 31, 2027, the “Project Completion Date”).

The loan will be repaid in 60 monthly instalments of CAD$450,000, starting on the earlier of (i) the Project Completion Date; or (ii) the fifth anniversary of the first drawdown. The principal amount of the loan will be reduced by the lower of CAD$9,000,000 and 25% of the eligible expenditures disbursed in the project if Grifols Canada fulfills at least 75% of the Targets. If Grifols Canada fulfills at least 50% of the Targets, no interest will accrue on the loan. If Grifols Canada fails to complete 50% of the Targets, the loan will bear interest at the prime rate of Investissement Québec plus 3.0% per annum, accrued retroactively from the first disbursement of the loan. This loan is secured with a real estate mortgage over Grifols Canada’s Montreal plant, as well as a comfort letter from Grifols S.A. As of December 31, 2025, no amount had been drawn under this loan.

Certain other debt instruments, including credit facilities and lease obligations, are in place with various lenders and consist of long-term and short-term indebtedness of both us and Grifols subsidiaries. As of December 31, 2025, such other debt included an unsecured long-term loan in the amount of €46 million corresponding to our subsidiary Biotest, as well as distributor commission liabilities of €14 million, also corresponding to Biotest.

See Note 19 to our consolidated audited financial statements included in this annual report.

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C.	Research and Development, Patents and Licenses

For detailed information regarding our research and development initiatives, see Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development.”

D.	Trend Information

Plasma-derived protein therapies are essential to extend and improve the lives of individuals suffering from chronic, acute and life-threatening conditions including infectious diseases, such as hepatitis, immunological diseases, such as multiple sclerosis, hemophilia, Von Willebrand Disease, liver dialysis and acute conditions such as burns and severe blood loss. For this reason, the administration of these products cannot be interrupted or postponed without putting patients’ lives at risk. This ensures a stable demand for such products. In addition, because of the nature of the diseases treated, the reimbursement rates for plasma derivative products in the United States are high. Any changes to such rates would likely elicit a strong lobbying response in the United States.

Based on MRB reports, in 2024, the worldwide plasma proteins market (without recombinant products) exceeded $35.0 billion, an increase of approximately 20% from 2021. In 2024, more than 18.5 million people across the globe received a plasma derived protein product, including 1.2 million people in the United States and 8.8 million people in China. Overall, hyperimmune products globally were responsible for over 70.0% of the patients who used plasma derived products, or 14.5 million people in 2024. Globally, over 800,000 people received IgG (IVIG or SCIG), with over 25.0% of that total, or over 200,000 people, receiving IgG in the United States in 2024. Given that over 85% of plasma used for fractionation comes from source plasma, over 16 million of the plasma derived product patients rely on plasma collected by Plasmapheresis.

The significant multi-decade growth has mainly been caused by new patients diagnosed and starting therapy with IgG, albumin and other plasma proteins. Even though only 1 new plasma protein (plasminogen) has been introduced in the past ten years, the plasma industry is expected to continue expanding due to higher usage of core plasma proteins such as IgG as well as geographic expansion. While growth rates vary by region and product category, we believe that global demand for plasma-derived therapies will continue to increase over the long term, as many plasma derivative products are underutilized, particularly in emerging markets, and will continue to benefit from strong demand. Additionally, new indications are being explored for a number of plasma-derived therapies, such as the treatment of Alzheimer’s disease.

We believe that the volume of global sales of plasma derivative products will continue to grow driven primarily by the same factors that have contributed to its historical growth, including:

●	population growth;
●	the discovery and approval of new applications and indications for plasma-based products;
---	---
●	an increase in the number of diagnosed patients and diagnosed but previously-untreated patients;
---	---
●	geographic expansion; and
---	---
●	physicians’ greater awareness of conditions and treatments.
---	---

In 2025, 21.5% of our sales were generated in the European Union, as compared to 21.4% in 2024 and 19.1% in 2023.

There are significant barriers to entry into the plasma derivative products industry, as the industry is highly regulated and requires significant expertise and capital investments. We do not expect these barriers to decrease in the near term.

Regulatory Environment. In order to operate in the plasma derivatives industry, manufacturers and distributors must comply with extensive regulation by the FDA, the EMA and comparable authorities worldwide. As a result, significant investments are required to develop, equip and maintain the necessary storage, fractionation and purification facilities and to develop appropriate sale, marketing and distribution infrastructures. Additionally, only proteins derived from plasma collected at FDA-approved centers can be marketed in the United States, so securing an adequate supply of U.S. source plasma is required to operate in the United States. We expect these regulatory restrictions to continue. 128

Table of Contents Product Pipeline.

We have an expanded portfolio of key products as a result of our recent acquisitions and will continue to invest in research and development with respect to new product and new indications for existing products. Some key research and development projects underway include clinical studies of the use of albumin, diagnostic and vaccine therapies to treat Alzheimer’s disease, of albumin to treat advance Cirrhosis and ascites, and of antithrombin in heart surgery.

Our product pipeline offers a strategic balance between risk and value across diverse phases. In 2025 we had 87 Biopharma initiatives in development and more than 80 Diagnostic projects in our pipeline. In 2023, our subsidiary Biotest achieved positive results in its Phase III clinical trial for fibrinogen concentrate, marking a significant step in treating acquired fibrinogen deficiency. Other innovations reinforce our position in plasma-derived medicine, such as IG Yimmugo, a newly developed immunoglobulin for the treatment of immunodeficiencies and autoimmune diseases, and Trimodulin, an antibody composition purified from human plasma in clinical development to treat severe community-acquired pneumonia (sCAP) and severe COVID-19.

E.	Critical Accounting Estimates

The preparation of consolidated financial statements in accordance with IFRS requires us to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures of contingent assets and liabilities. A detailed description of our significant accounting estimates is included in the notes to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.

Certain of our significant accounting policies require subjective and complex judgments, often requiring the use of estimates about the effects of matters that are inherently uncertain. We apply estimation methodologies consistently from year to year. Other than changes required due to the issuance of new accounting guidance, there have been no significant changes in our application of critical accounting estimates during the periods presented. We periodically review our critical accounting estimates and estimates with the Audit Committee of our Board.

These accounting policies include depreciation, subsequent recognition, impairment, goodwill and amortization, among others. See Notes 2, 4 and 6 to our audited consolidated financial statements included in this annual report on Form 20-F for more information regarding our critical accounting estimates and Goodwill, respectively.

More information on recently issued accounting standards is included in Note 2 to our audited consolidated financial statements included in this annual report on Form 20-F.

Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.	Directors and Senior Management
---	---

Directors

From January 2025 until the date of this annual report, the following changes were made to our Board of Directors:

●

At our General Shareholders’ Meeting in June 2025, our shareholders acknowledged that, at his own request as previously communicated to the Board, Mr. Thomas Glanzmann would not stand for re-election as a member and as Chairman of the Board, after serving as a director of Grifols for 19 years. At the same meeting, our shareholders approved the reduction of the size of the Board to 12 members. The Board appointed Mrs. Anne-Catherine Berner, one of our independent directors, as the non-executive chairperson of our Board. With the appointment of an independent chairperson of our Board, the role of a lead independent director was eliminated.

●

At our General Shareholders’ Meeting in June 2025, our shareholders approved the re-election of Mr. Víctor Grifols Deu as a proprietary director and ratified the appointment of Mr. Pascal Ravery, previously appointed by the co-option procedure, as an independent director. In addition, Mr. Paul S. Herendeen was designated as a proprietary director through the exercise of the proportional representation right at the request of certain minority shareholders.

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●	In June 2025, the Board resolved to reorganize its committees, and in July 2025 resolved to rename the Sustainability Committee as the “Sustainability, Communication and Reputation Committee.”
●	In September 2025, a new committee of the Board was created, the Strategy Committee. See “—Board Practices—Committees of the Board—Strategy Committee.”
---	---
●	Effective January 2026, (i) Ms. Laura de la Cruz Galán was appointed as Secretary non-member of the Board, replacing Mrs. Núria Martín Barnés, and (ii) Mrs. Núria Martín Barnés was appointed as Vice-secretary, non-member, of the Board, taking the role previously held by Ms. Laura de la Cruz Galán.
---	---

Set forth below are the names and current positions of the members of the Board:

Name	Age	Title	Type	Director Since	Term Expires
José Ignacio (Nacho) Abia Buenache	57	Director and Chief Executive Officer	Executive	Feb 2024	June 2028
Anne-Catherine Berner	62	Director, Non-Executive Chairperson	Independent	June 2024	June 2028
Raimon Grifols Roura	62	Director, Vice-Chairperson	Proprietary	May 2015	June 2027
Víctor Grifols Deu	49	Director	Proprietary	May 2016	June 2029
Tomás Dagá Gelabert	70	Director	Other External	Apr 2000	June 2027
Enriqueta Felip Font	62	Director	Independent	May 2019	June 2027
Montserrat Muñoz Abellana	58	Director	Independent	June 2022	June 2026
Susana González Rodríguez	50	Director	Independent	June 2022	June 2026
Pascal Ravery	69	Director	Independent	Dec 2024	June 2028
Iñigo Sánchez-Asiaín Mardones	62	Director	Independent	May 2015	June 2027
Albert Grifols Coma-Cros	48	Director	Proprietary	Dec 2023	June 2028
Paul S. Herendeen	70	Director	Proprietary	Dec 2024	June 2029

Laura de la Cruz Galán	37	Secretary, non-member	n/a	n/a	n/a
Núria Martín Barnés	67	Vice-Secretary, non-member	n/a	n/a	n/a

Director Biographies

José Ignacio (Nacho) Abia Buenache

Mr. Jose Ignacio (Nacho) Abia Buenache serves as board member of Grifols, S.A. since February 2024, having assumed the office of Chief Executive Officer of the Company on April 1, 2024. Previously, he was President and Chief Executive Officer of Olympus Corporation of the Americas, based in Pennsylvania, for over 10 years. He also served as Executive Officer and COO and CSO at Olympus Corporation, a publicly traded company in the Tokyo stock exchange. Mr. Abia has over two decades of experience in the medical technology and life sciences industries, with half of that time spent in the United States and the other half in Europe, while also spending significant time in the Asia-Pacific region to develop businesses. Prior to joining Olympus, he held several positions in the information technologies and consumer electronics industries working for a variety of technology companies, including Sony and Techdata. 130

Table of Contents In the academic field, Nacho holds a Bachelor’s Degree in Telecommunications and Electronics Engineering from the Universitat Politécnica de Catalunya (UPC), a Master of Business Administration (MBA) degree from the business school (EAE) of Barcelona, and has completed the Senior Management Program (PADE) at IESE (University of Navarra). Mr. Abia also serves on the board of directors of the U.S.-Spain Chamber of Commerce and is also a member of the board of trustees of the Lehigh Valley Health Network, a hospital system composed of 13 hospitals and multiple care centers in Pennsylvania. In the past, he was a member of the board of directors of Evident Corporation, a company in the field of life sciences and industrial solutions.

Anne-Catherine Berner

Mrs. Anne-Catherine Berner has served as a director of Grifols since 2024 and currently she is the Non-Executive Chairperson of the Board. Mrs. Berner brought executive and non-executive experience across the financial, healthcare, and industrial sectors. Her professional journey encompasses leadership roles in various publicity listed and privately held international companies and organizations across multiple sectors, highlighting finance. Before joining our Board, Mrs. Berner served from 1989 until 2012 as Chief Executive Officer and Chairperson of the Board of Vallila Interior AB, a family-owned interior design company. Mrs. Berner also served as a Member of the Finnish Parliament and as Minister for Transport and Communications in the Finnish government from 2015 to 2019. Mrs. Berner also has expertise as a board member and Chairperson in various industries, including forestry and paper, insurance, and building materials. She currently serves as a board member of Kühne + Nagel AG, a global transport and logistics company, and SEB AB, a public Nordic financial services group. Since 2022, she has chaired the Advisory Board of Getec Energie Holding GmbH, a prominent energy services provider in Germany. In addition, she joined the Board of Medicover AB in 2022, focusing on healthcare and diagnostic services in Central and Eastern Europe. Mrs. Berner is also the Chairwoman of the Board of the Foundation for Children’s Trauma Hospital and Institution Nadija sr, in Helsinki. Mrs. Berner holds a Master of Science degree in Business Administration and Economics from the Hanken School of Economics in Helsinki, Finland.

Raimon Grifols Roura

Mr. Raimon Grifols Roura has served as director of Grifols since 2015 and as Vice-Chairperson of the Board since February 2023. He was Grifols’ joint and several Chief Executive Officer together with Mr. Víctor Grifols Deu from 2017 to May 2023. He succeeded his brother, Mr. Víctor Grifols Roura in the position. Likewise, he held the position of Chief Corporate Officer from May 2023 to May 2024. From 2001 to 2015 he held the role of secretary, non-member, of the Board of Directors of Grifols, and in 2015 began serving as director and Vice Secretary of the Board of Directors. In May 2016, the Board accepted his resignation as Vice Secretary. Until his appointment as executive director in July 2016, Mr. Grifols Roura was a partner at the law firm Osborne Clarke in Spain. Mr. Grifols Roura earned his law degree from the University of Barcelona (Universidad de Barcelona).

Mr. Raimon Grifols Roura is a director and shareholder of Deria S.L. (a non-controlling shareholder, pursuant to the Spanish Securities Market Act). He is also a shareholder of Scranton Enterprises, B.V. (a non-controlling shareholder, pursuant to the Spanish Securities Market Act).

Víctor Grifols Deu

Mr. Víctor Grifols Deu has served as director of Grifols since 2016. He was Grifols’ joint and several Chief Executive Officer together with Mr. Raimon Grifols Roura from 2017 to May 2023. He succeeded his father, Mr. Víctor Grifols Roura in the position. He held the position of Chief Operating Officer from May 2023 to May 2024. He joined the Company in 2001 as an analyst in the Planning and Control Department of the Company. In 2008 he became the director of the Planning and Control Department and was also appointed a member of the Executive Committee. He has been part of the team that analyzed and was responsible for the integration of operations after the acquisition of Alpha Therapeutics, Talecris Biotherapeutics and Novartis’ Transfusion Diagnostic Unit. He graduated in Business Administration and Management from the Ramon Llull University — Sarrià Chemical Institute and holds a postgraduate degree in Business Administration and Management from Michael Smurfit Business School in Dublin.

Mr. Víctor Grifols Deu is a director and shareholder of Deria S.L. (a non-controlling shareholder, pursuant to the Spanish Securities Market Act). 131

Table of Contents Tomás Dagá Gelabert

Mr. Tomás Dagá Gelabert has served as director of Grifols since April 2000 and was also our Vice Secretary of the Board from May 2016 to December 2023. He is a founder of the law firm Osborne Clarke in Spain where he was a partner until December 2024. He was the managing partner of the law firm Osborne Clarke in Spain until June 30, 2017. Prior to joining Osborne Clarke, he worked in the corporate and tax department of Peat Marwick Mitchell & Co. in Barcelona. His professional career has provided him with a wide range of accounting, financial and audit skills. Mr. Dagá earned his law degree from the University of Barcelona (Universidad de Barcelona).

Mr. Tomás Dagá Gelabert is a shareholder of Scranton Enterprises, B.V. (a non-controlling shareholder, pursuant to the Spanish Securities Market Act).

Enriqueta Felip Font

Dr. Enriqueta Felip Font has served as a director of Grifols since May 2019. She received her degree in Medicine and Surgery from the Autonomous University of Barcelona (UAB), where she also completed her studies for a PhD in Medical Oncology. She was an Associate Professor at the UAB from 2010 to May 2019. She has been a Professor of Medicine at the Universitat de Vic (UVicc-UCC) and since March 2024, she is a Professor at the UAB. Dr. Felip Font has an extensive professional career and accredited experience in the oncology sector, as well as knowledge in the scientific and research field. She is currently the Section Chief of the Medical Oncology Service at Vall d’Hebron University Hospital and the Principal Investigator of the Vall d’Hebron Institute of Oncology’s Thoracic Tumors Cancer Group. Dr. Enriqueta Felip Font has made a significant contribution to cancer research, especially in the field of thoracic tumors, and has collaborated in the development of lung cancer approaches that define the current standard of care for the disease. Dr. Enriqueta Felip Font has been involved in several initiatives with scientific organizations, among them, as member of the Board of Directors of the International Association for the Study of Lung Cancer (IASLC, 2017-2021). She is currently member of the Scientific Committee of the Institut d’Investigació i Innovació Parc Taulí. Throughout her career, she has obtained several recognitions for her work in the oncology field. In 2015, she was awarded with the first Women for Oncology Award from the European Society of Medical Oncology (ESMO). In May 2022 she was awarded with the Prize “La Vanguardia de la Ciencia.” In March 2024, she was awarded with the “Heine H. Hansen” recognition, which acknowledges lung cancer investigators who have made a significant contribution to lung cancer research and education on an international basis and is jointly bestowed by ESMO and the IASLC.

Most recently, she featured on Clarivate Analytics’ annual Global Highly Cited Researchers List 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025. Dr. Enriqueta Felip Font has authored more than 350 peer-reviewed articles. Her professional background has provided her with expertise and knowledge on scientific and innovation matters.

Montserrat Muñoz Abellana

Ms. Muñoz Abellana earned a degree in Chemical Engineering from the Institut Químic de Sarrià in Barcelona (Universitat Ramon Lull) and several Executive Development Programs at IESE, INSEAD and the London Business School.

She began her professional career in the Consumer Goods sector at Procter & Gamble where she held different roles in Operations across Europe. For the last 17 years and until end of 2022, she has been a Senior Executive at Danone where she has served as Global Medical Nutrition Operations Vice President, Iberia Medical Nutrition General Manager and Value Chain Digital Transformation Vice President.

Ms. Muñoz Abellana is also an independent director and the Chairperson of the Audit and Compliance Committee at Uriach, independent director and Chairperson of the Appointments and Remuneration Committee at Comexi, independent director at Coplus 1930 and was Chairperson of the Supervision Committee at Eole Holdings until December 2025. Her professional background has provided her with expertise and knowledge on operations, strategy and digital transformation matters, as well as accounting, financial and audit skills. 132

Table of Contents Susana González Rodríguez

Ms. González Rodríguez earned a degree in Business Administration from the Asturias Business School and an MBA from the San Francisco State University. She has a professional career in the electronics industry and industrial automation sector. She began her professional career in the electronics industry sector at TE Connectivity, Rockwell Automation and ABB Group where she held different roles. She is a member of the Supervisory Board of Lely, effective April 1, 2026. Likewise, she is a member of the Spanish Board Directors (Instituto de Consejeros-Administradores). Her professional background has provided her with expertise and knowledge on strategy, sales and digital transformation matters.

Iñigo Sánchez-Asiaín Mardones

Mr. Iñigo Sánchez-Asiaín Mardones has been the Lead Independent director of the Board since May 2015 until 2022 and he has served as director of Grifols, S.A. since May 2015. He earned a degree in Business Administration from the Universidad Pontificia de Comillas in Madrid (ICADE) and an MBA from Harvard Business School. In 2010 he founded Portobello Capital, a private equity firm, where he remains a partner and a member of the Executive Committee and Investment Committee, leading the investments in companies such as Angulas Aguinaga, a company where he is Vice-Chairman and member of the Executive Committee, and Hotels & Resorts Blue Sea, S.L., where he is a member and Chairperson of the Board of Directors. He is also a member of the Executive Committee at the Harvard Club of Spain, which he has previously chaired. Previously, from 1993 to 2005, he was Deputy General Director at Banco Santander and from 2005-2010 was a partner and member of the board of directors of Ibersuizas Gestión SGECR, S.A, through which, together with his academic training, he has gained experience and knowledge on matters such as accounting, audit and risk management, both financial and non-financial.

Albert Grifols Coma-Cros

Mr. Albert Grifols Coma-Cros joined the Grifols Group in 2004 as an analyst in the Planning and Control Department. In 2007, he moved to the Finance Department as a financial analyst. In 2013, Mr. Grifols Coma-Cros held the position of Corporate Treasury Director and moved to Ireland to develop and implement the Group’s global financial structure. From 2018 to 2020, he was appointed Managing Director of Grifols Worldwide Operations Limited in Ireland, ensuring the correct collusion between Irish culture and Grifols’ own values in the gradual growth of our subsidiary in the country. From 2021 to 2023, Mr. Grifols Coma-Cros served as Chief Scientific Innovation Officer, being responsible for consolidating all of the Grifols Group’s scientific knowledge previously dispersed under a single scientific organization. He holds a degree in Business Administration from the Universitat Autònoma de Barcelona and has completed several Management Development Programs at ESADE, Georgetown University or the Institut Estudis Financers (IEF).

Mr. Grifols Coma-Cros has also been a director of the board of directors of Fisa 14, S.A., a real estate company, since 2015, and president of Bansabadell 18, FP, a pension fund, from 2018 to 2024. Since September 2025, he has served as the Chief Executive Officer at Ponder Trade, S.L. (a non-controlling shareholder, pursuant to the Spanish Securities Market Act).

Pascal Ravery

Mr. Pascal Ravery has served as a director of Grifols since December 2024. He has an extensive professional background in corporate finance and investment banking, with expertise in mergers and acquisitions, restructuring, and strategic advisory across various industries and regions. He has experience as a C-Suite and Board advisor in both publicly listed and private companies, as well as serving as a Non-Executive Board Member of private companies. Mr. Ravery began his career in finance at 3i Group, a British multinational private equity and development capital firm, where he worked from 1981 to 1983. He then joined Goldman Sachs, specializing in mergers and acquisitions and corporate finance in the United States and the United Kingdom, playing a key role in privatizations, major mergers, and IPOs for corporations and state-owned enterprises from 1985 to 1992.

In 1992, Mr. Ravery joined J.P. Morgan as Managing Director and Head of Industrials in Europe, ultimately becoming Vice-Chairman of the Investment Banking division in 2008. In 2012, he was appointed chief executive officer and chairman of the management committee of J.P. Morgan Securities in Switzerland. In 2015, Mr. Ravery founded Lakeside Capital Advisers, a corporate finance consultancy based in Baar, Switzerland, where he currently serves as CEO. Mr. Ravery is a graduate of INSEAD’s MBA program and the INSEAD independent director’s program. 133

Table of Contents Paul S. Herendeen

Mr. Paul S. Herendeen has served as a director of Grifols since December 2024. He currently serves as a board member of Elanco Animal Health, Inc, where he is the Chair of the Finance, Strategy and Oversight Committee. He was the Chairman of Endo, Inc. until its merger with Mallinckrodt in August of 2025. Mr. Herendeen has served as advisor to the chairman and chief executive officer of Bausch Health Companies Inc., where he also served as executive vice president and chief financial officer. Prior to that, he was executive vice president and chief financial officer of Zoetis Inc. He also held the position of chief financial officer at Warner Chilcott, a specialty pharmaceuticals company, after rejoining the firm following four years as executive vice president and chief financial officer of MedPointe.

Mr. Herendeen also has several years of experience in the finance, investment banking, and public accounting sectors. He worked as a principal investor at Dominion Income Management and Cornerstone Partners. Earlier in his career he held various positions in banking and public accounting, including roles in the investment banking group at Oppenheimer & Company, the capital markets group at Continental Bank Corporation, and as a senior auditor at Arthur Andersen & Company. He holds a bachelor’s degree from Boston College and an MBA from the University of Virginia’s Darden School of Business.

Mr. Paul S. Herendeen represents FF Hybrid LP, Flat Footed Series LLC-Fund3, GP Recovery Fund LLC, Mason Capital Master Fund, L.P., Sachem Head Master LP, SH Stony Creek Master and Sachem Head LP (non-controlling shareholders, pursuant to the Spanish Securities Market Act) at the Board.

Biography of the Secretary and Vice-Secretary, Non-Members, of the Board

Laura de la Cruz Galán

Ms. Laura de la Cruz Galán has been serving as Secretary, non-member, of the Board of Directors since January 1, 2026. She previously served as the Vice-Secretary, non-member, of our Board from December 2023 to December 2025. Laura has also been serving as the Secretary, non-member, of our Audit Committee since April 2024. She is a Partner of the Spanish law firm Osborne Clarke, where she has been a lawyer since 2012. Ms. De la Cruz specializes in corporate governance with respect to listed companies, as well as international M&A transactions. She holds a Law Degree from ESADE Law School in Barcelona, where she graduated in 2011. In 2023, she was selected to join the 8^th^ edition of the “Women’s Talent Pool Leadership Programme” organized by the European Network for Women in Leadership. Furthermore, she is a trustee and Secretary of the Board of Trustees of Fundació Víctor Grifols i Lucas.

Núria Martín Barnés

Ms. Núria Martín Barnés served as Vice-Secretary non-member to the Board of Directors of Grifols, S.A. from 2001 to 2015, when she was appointed Secretary non-member to the Board of Directors, a position she held until December 2025. Since 1 January 2026 she has once again held the position of Vice-Secretary non-member. Ms. Martín was a partner of the Spanish law firm Osborne Clarke until December 31, 2025, where she acted as the managing partner of the firm from July 1, 2017 until December 31, 2022. Prior to joining Osborne Clarke she worked in the Corporate and Tax Department of KPMG Peat Marwick from 1982 to 1986. Ms. Martín is a trustee and Chairperson of the Probitas Fundación Privada foundation. She is secretary and member of the board of directors of Compañía General de Inversiones, SICAV, S.A., and Gesiuris CAT Patrimonis, as well as Secretary, non-member, of the Board of Gesiuris Asset Management, S.G.I.I.C., S.A. Ms. Martín earned her law degree from the University of Barcelona.

Senior Management

We have continued to effect changes in our senior management aligned with our strategic plan of streamlining corporate functions, separating ownership from our senior management and enhancing other efficiencies across the organization. See Item 5 of this Part I “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan.”

In March 2025, Ms. Montse Ribas was appointed as our Chief Communications and Reputation Officer, replacing Ms. Maria Teresa Rioné Llano. 134

Table of Contents Our senior management currently consists of the following persons:

Name	Age	Title	Since
José Ignacio (Nacho) Abia Buenache	57	Chief Executive Officer	2024
Rahul Srinivasan	49	Chief Financial Officer	2024
Camille Alpi	45	Chief Human Resources and Talent Officer	2024
David Ian Bell	71	Chief Corporate Development Officer	2026
Daniel Fleta Coit	55	Chief Industrial Services Officer	2022
Montse Ribas Lloveras	58	Chief Communications and Reputation Officer	2025
Antonio Martinez Martinez	59	President, Diagnostic	2022
Lluis Pons Gomez	43	Senior Vice President, Strategy	2022
Ignacio Ramal Subira	58	Chief Internal Audit & Enterprise Risk Management	2022
Jaime González Peralta	53	Chief Digital Information Officer	2024
Jordi Balsells Valls	53	President, Plasma Procurement	2022
Roland Wandeler	53	President, Biopharma	2024
Enrique de la Torre	54	Chief Compliance Officer	2019
Oscar Calsamiglia Mendlewicz	43	General Counsel	2025

Senior Management Biographies

The following are the biographies of our senior management who are not also directors:

Rahul Srinivasan

Rahul Srinivasan has served as Grifols’ Chief Financial Officer since September 2024 and oversees the company’s overall financial function, including planning, treasury, tax, financial reporting, investor relations and sustainability.

Mr. Srinivasan brings over 25 years of financial services expertise in various senior leadership roles across KPMG, Credit Suisse and Bank of America. His extensive financial services background spans audit and assurance services, transaction services, corporate finance, mergers and acquisitions, and capital markets. Most recently he was the Head of EMEA Leveraged Finance and Capital Markets at Bank of America.

He is a distinguished Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) and has a bachelor’s degree in Business Mathematics and Statistics from The London School of Economics and Political Science. Additionally, he was awarded a fully sponsored Executive MBA from ENPC School of International Management in Paris, France.

Camille Alpi

Camille Alpi joined Grifols as Chief Human Resources & Talent Officer in February 2024, bringing with him two decades of international HR leadership experience across Europe, the United States, South America and Asia.

Before joining Grifols, he served as Vice President Human Resources for Danone Specialized Nutrition, the company’s healthcare division. In his different roles as an HR leader, he led HR strategies at local, regional, and global levels, with a strong focus on talent and organizational development, employee experience and engagement, as well as transformation and change management.

Mr. Alpi holds a Master’s degree in Business and Economics from Uppsala University in Sweden.

David Ian Bell

David Bell is the Chief Corporate Development Officer at Grifols, where he leads Corporate Affairs, Data Protection, Special projects and Compliance. Since joining Grifols in 2003 as General Counsel, Mr. Bell has been a member of the Executive Committee and the Company’s Management Boards. 135

Table of Contents From 2016 to 2020, he served as Chief Innovation Officer, and in 2021, he was appointed Chief Corporate Development and Legal Officer, focusing on strategic partnerships and business expansion. Prior to his tenure at Grifols, Mr. Bell was Vice President and General Counsel, Corporate Secretary at Alpha Therapeutic Corporation and a partner at Knapp, Petersen & Clarke.

Mr. Bell earned his law degree from Southwestern University and holds a Bachelor of Science in Psychobiology from the University of California, Irvine. He also completed the Program of Instruction for Lawyers at Harvard Law School. For over a decade, he has served on the Global Board of Directors of the Plasma Protein Therapeutics Association (PPTA), acting as its Chairman from 2016 to 2019.

Daniel Fleta Coit

Daniel Fleta has served as Chief Industrial Services Officer at Grifols since January 2019. His career at Grifols spans over two decades, with several key leadership positions at Grifols Engineering, including General Manager.

He holds a degree in Industrial Engineering, specializing in Chemistry, from Universitat Ramon Llull in Barcelona, and completed executive programs at IESE Business School. His extensive background in industrial operations and engineering has contributed significantly to Grifols’ growth and innovation in the healthcare sector.

Montse Ribas Lloveras

Ms. Ribas joined Grifols in March 2025 as the Chief Communications and Reputation Officer. Prior to joining Grifols, Ms. Ribas spent 30 years at fashion and fragrance company Puig, where she led corporate communication, public strategy and high-level institutional relations serving as Corporate Communications and Protocol Director. Ms. Ribas has a Business Administration degree and two Master’s degrees from ESADE (Business Management and Corporate Communication). Her extensive experience includes media relations, crisis communication, corporate transformation, and managing major events.

Antonio Martinez Martinez

Antonio Martínez, PhD, is the President of our Diagnostic business unit, a role he has held since June 2022. Previously, he served as President of Scientific and R&D in the same unit. Dr. Martinez founded and served as Chief Executive Officer of Progenika Biopharma, S.A. for nearly 20 years before the company became a part of the Grifols Group. Earlier in his career, he worked at PharmaMar, a pharmaceutical company, and as a professor of Chemistry at Universidad de Navarra.

Dr. Martínez holds a doctorate in Molecular Genetics from the Universidad de Navarra and a master’s in Operations Management from IE Business School. He also earned a bachelor’s degree in Chemistry from Universidad de Murcia.

Lluis Pons Gomez

Mr. Pons joined Grifols in 2017. He currently serves as Senior Vice-President, Strategy. Previously, Mr. Pons served in Bain&Co. as a management consultant. Mr. Pons holds an MBA from Hong Kong UST and London Business School and received a degree in Industrial Engineering from the Universitat Politecnica de Catalunya in 2000.

Ignacio Ramal Subira

Mr. Ramal joined Grifols in 2008. He currently serves as Chief Internal Audit & Enterprise Risk Manager. Previously, Mr. Ramal served as external auditor in Ernst & Young. Mr. Ramal received a degree in Economics and is a Certified Public Accountant in Spain.

Jordi Balsells Valls

Jordi Balsells joined Grifols as President of our Plasma Procurement business unit in October 2022. He brings a wealth of experience in strategic leadership and business development from his diverse career in global markets. Prior to joining the company, Mr. Balsells was Managing Director of Merchandising & Licensing at Football Club Barcelona. 136

Table of Contents Before his tenure at FC Barcelona, he spent over a decade at Desigual, a leading fashion brand, where he held various senior leadership positions and was part of the executive team that drove the company’s business expansion in Asia and significantly enhanced its digital customer experience. During this time, he lived and worked in London and Hong Kong.

Mr. Balsells holds a degree in Economics and Business Administration from Universitat Pompeu Fabra (Barcelona), an Executive MBA from ESADE and has completed the Program for Management Development (PDG) at IESE Business School. He has also completed executive education programs at INSEAD and Harvard Business School.

Roland Wandeler

Roland Wandeler, PhD, joined Grifols as President of the Biopharma business unit in January of 2024, bringing more than two decades of global biopharmaceutical experience in executive roles and strategic management consulting to the company.

Dr. Wandeler has a strong record of building and leading teams, setting strategy, and driving growth through commercial, operational and organizational excellence throughout his career spanning Europe and the United States. His prior roles include Chief Commercial Officer at MorphoSys and multiple executive positions during his 14-year career at Amgen, including Corporate Vice President and General Manager of Bone Health and Cardiology in the U.S., VP & General Manager of Germany and General Manager of Iberia.

A graduate of the Swiss Federal Institute of Technology (ETH) in Zurich, Dr. Wandeler holds a doctorate in technical sciences and a Master of Science in Chemical Engineering.

Jaime Gonzalez Peralta

Mr. González joined Grifols in 2024 as Chief Digital Information Officer. He has more than 25 years of experience designing value-added IT solutions for large, complex multinational organizations across Europe and the USA. Most recently, he served as Global Chief Information Officer at Radisson Hotel Group in Belgium.

Mr. González holds a master’s degree in Computer Sciences and Telecommunications, among other qualifications.

Enrique de la Torre

Mr. De la Torre joined Grifols in 2014 as Global Compliance Director. He has served as Chief Compliance Officer since 2019. Previously, Mr. De la Torre worked as quality, risk & compliance auditor for clients of different industries before joining Boehringer Ingelheim in 2001, where he held management positions in environmental protection, safety, computer systems validation and data protection. Since 2010, he has served as Compliance Officer for the Spanish affiliates. Mr. De la Torre received his degree in chemical engineering from Institut Químic de Sarrià in 1996. He also holds a master’s degree in risk management from Universitat Ramon Llull, and an Executive MBA degree from Esade Business School.

Oscar Calsamiglia Mendlewicz

Oscar Calsamiglia is Grifols’ General Counsel, overseeing all global legal matters and ensuring that the company’s governance framework effectively supports its long-term strategy. He joined Grifols in September 2025 and has been a member of the Executive Committee since January 2026.

Prior to joining the company, Mr. Calsamiglia served as a partner at Osborne Clarke Spain, a leading international law firm, where he specialized in corporate development, shareholder management and complex commercial agreements. Over more than a decade in private practice, he advised Grifols on some of its most significant corporate transactions, gaining extensive experience in corporate and commercial law.

Mr. Calsamiglia holds a Law degree from Pompeu Fabra University and a Master’s in International Business Law from Queen Mary University of London. He is also a member of the Barcelona Bar Association. 137

Table of Contents Family Relationships

Mr. Raimon Grifols Roura, our proprietary director, and Mr. Víctor Grifols Roura, a former director and Honorary Chairperson (non-member) of the Board, are brothers.

Mr. Raimon Grifols Roura is the uncle of Mr. Víctor Grifols Deu, both our proprietary directors and former Co-Chief Executive Officers.

Mr. Víctor Grifols Deu, our director and former Co-Chief Executive Officer, is the son of Mr. Víctor Grifols Roura, a former director and the Honorary Chairperson (non-member) of the Board.

Messrs. Víctor Grifols Roura and Raimon Grifols Roura are the grandchildren of Mr. José Antonio Grifols i Roig, our founder.

Mr. Raimon Grifols Roura, our director and former Co-Chief Executive Officer, and Mr. Victor Grifols Roura, a former director and Honorary Chairperson (non-member) of the Board, are uncles of Mr. Albert Grifols Coma-Cros, our proprietary director.

Mr. Víctor Grifols Deu and Mr. Albert Grifols Coma-Cros are cousins.

Arrangements Pursuant to Which Certain Directors or Senior Management Were Selected

We have no arrangements.

B.	Compensation

The compensation of our directors is determined pursuant to our director remuneration policy. Pursuant to Article 15 of the Regulations of the Internal Functioning of the Board of Directors of Grifols, S.A. (Reglamento de funcionamiento interno del consejo de administración, or the “Board Regulations”), the appointments and remuneration committee of the Board (Comisión de Nombramientos y Retribuciones, or the “Appointments and Remuneration Committee”) must, as a core responsibility, propose to the Board of Directors (for approval and further proposal to the shareholders) the remuneration policy applicable to our directors. Further, the Appointments and Remuneration Committee also proposes to the Board of Directors, for approval, the remuneration of our senior managers and employees performing top-level management duties under the direct supervision of the Board.

When determining the remuneration policy, the Appointments and Remuneration Committee considers the comparative market data, carrying out, to this end, an external competitive analysis of the remuneration package of all the Company’s employees, among them, the management team. This analysis is carried out to analyze the adequacy of the compensation levels and ensure that these are in line with market standards of other companies in the sector for equivalent levels of responsibility. Salary surveys carried out by independent consultants are usually used as a source of information for this analysis.

Following the recommendation of the Appointments and Remuneration Committee, our shareholders approved our current director remuneration policy at the general shareholders’ meeting held on June 5, 2025 (the “Director Remuneration Policy”). The main changes introduced by the new Directors’ Remuneration Policy include: (i) all references to the Executive Chairperson and related compensation are removed, as Mr. Thomas Glanzmann ceased to be the Executive Chairman in September 2024. Consequently, the only director with executive duties currently included in the Remuneration Policy is Mr. José Ignacio Abia Buenache, in his capacity as CEO; (ii) the fixed compensation for the Non-Executive Chairperson was introduced following a thorough comparative analysis to determine the most appropriate remuneration for such role; (iii) the compensation of the members of the Board in their capacity as such was updated to align it with comparable companies in the sector, reflecting also the significant increase in the workload and responsibilities assumed by the members of our Board and the maximum amount of the overall compensation was updated; and (iv) the metrics to determine the variable remuneration of the CEO for the 2025 fiscal year was updated.

The Director Remuneration Policy is effective from the date of its approval, June 5, 2025, and for the following three fiscal years (i.e. 2026, 2027 and 2028, inclusive). In accordance with applicable law, a new remuneration policy must be submitted for approval by our general shareholders’ meeting before the end of the last financial year of the policy then in place (which was 2025), and may be applicable from the moment of its approval. 138

Table of Contents Compensation of Members of the Board

Our Articles of Association generally set forth the processes for the determination of the compensation paid to the members of the Board. Article 20.bis of the Articles of Association provides that the directors’ remuneration shall be approved by the general shareholders’ meeting and shall apply for a maximum of three fiscal years. New directors’ remuneration policies must be approved by the general shareholders’ meeting prior to the last year of applicability of the previous policy, and any new policies approved may apply from the date of approval up to the three following years if so determined by the general shareholders’ meeting.

Pursuant to Article 26 of the Board Regulations, the Director Remuneration Policy (i) with respect to directors in their role as such, must necessarily determine the maximum amount of aggregate annual remuneration to be paid to all directors, as well as the criteria for its distribution taking into account the duties and responsibilities attributed to each of them and (ii) with respect to directors performing executive duties, must include the amount of annual fixed remuneration, the different parameters to set the variable components and the main terms and conditions of their contracts, including, in particular, duration, severance payments or compensations for the termination of the employment relationship, exclusivity, post-contractual non-competition, and retention or loyalty agreements. The Board then determines how much of the shareholder-approved aggregate compensation amount will be allocated to each director as compensation, taking into account a prior report of our Appointments and Remuneration Committee, in each case pursuant to the framework of the Articles of Association, the Director Remuneration Policy and the relevant agreements, as applicable.

Our directors are entitled to receive compensation in a fixed amount for serving as directors on our Board, pursuant to our Articles of Association and the Director Remuneration Policy. Director compensation for the performance of executive duties may consist of (i) a fixed amount, (ii) a variable amount based on financial and non-financial metrics, (iii) if applicable, compensations in certain cases of termination or dismissal, and (iv) may include the delivery of shares, or share options or amounts referenced to the value of the shares, subject to the requirements established by the legislation from time to time, in each case pursuant to the Articles of Association and the Director Remuneration Policy, as well as with the agreements approved in accordance with the provisions of the Spanish Companies Act.

The total compensation accrued by directors in the year ended December 31, 2025, in the aggregate, amounted to €6 million. This amount includes the remuneration of both executive and non-executive directors.

Non-executive Directors

Non-Executive Chairperson

The compensation of the Chairperson of the Board of Directors, as long as she/he does not have executive duties, will consist solely of a gross annual fixed amount of €550,000. This compensation is justified by the special dedication that the exercise of the duties inherent to the position of Chairperson entails. Such compensation was proposed by the Appointments and Remuneration Committee following a thorough comparative analysis to determine the most appropriate remuneration for a non-executive Chairperson.

Other Non-Executive Directors

Our independent directors, proprietary directors and those categorized as “Other External Directors” are non-executive directors (consejeros no ejecutivos). Our compensation philosophy, as set forth in Article 27 of the Board Regulations, provides that the remuneration of non-executive directors shall provide incentives for our directors to be dedicated and involved, while not creating an obstacle to their independence. To that end, Article 27 further establishes that the Board, following the advice of the Appointments and Remuneration Committee, shall take the necessary measures to ensure that non-executive directors’ remuneration adheres to the following guidelines: (a) their remuneration should be relative to their dedication, qualification and responsibility; and (b) they are excluded from any plans (x) consisting of the delivery of equity awards or options or other instruments linked to the value of our shares, (y) linked to our performance or (z) including retirement benefits. However, non-executive directors may be remunerated with our shares provided that they agree to hold such shares for the duration of the term as members of the Board. 139

Table of Contents Pursuant to the Director Remuneration Policy, our shareholders set a fixed gross annual amount payable in cash of €125,000 payable per non-executive director, other than those non-executive directors that render paid professional services to us, if any. Any director that is a member of one of the Board Committees (Audit Committee, Appointments and Remuneration Committee, Sustainability, Communication and Reputation Committee, and Strategy Committee) receives an additional gross annual remuneration of €25,000 (thus, their total annual remuneration would amount to €150,000). Similarly, each committee chairperson receives an additional €25,000 (thus, their total annual remuneration would amount to €175,000). The lead independent director, if any, receives an additional remuneration amounting to €50,000 (thus, any lead independent director’s total annual remuneration would amount to €175,000). Under no circumstances the remuneration of a non-executive director may exceed €175,000 per year.

Our executive directors and any director who renders paid professional services to the Grifols Group do not receive any remuneration solely for their capacity as director. None of our directors received attendance fees for meetings of the Board or committees of the Board. Finally, pursuant to Article 20.bis of the Articles of Association, our directors are reimbursed for all expenses incurred in connection with their service as directors.

As of the date of this annual report, Ms. Anne-Catherine Berner, Dr. Enriqueta Felip Font, Ms. Susana González Rodríguez, Ms. Montserrat Muñoz Abellana, Mr. Iñigo Sánchez-Asiaín Mardones and Mr. Pascal Ravery are our independent directors in conformity with Exchange Act requirements and NASDAQ Listing Rules. Mr. Tomás Dagá serves as other external director (and not independent) and Mr. Raimon Grifols Roura, Mr. Víctor Grifols Deu, Mr. Albert Grifols Coma-Cros and Mr. Paul S. Herendeen serve as proprietary directors (and not independent) in conformity with Spanish corporate governance rules.

The following table details the individual compensation of each non-executive director for 2025:


		Fixed Compensation		Committee Allowances		Total	****
		(in euros)
Thomas Glanzmann^(1)^		146,000		—		146,000
Raimon Grifols Roura		115,000		14,000		182,000	^(2)^
Victor Grifols Deu		115,000		14,000		129,000
Albert Grifols Coma-Cros		115,000		14,000		129,000
Tomás Dagá Gelabert		115,000		14,000		129,000
Montserrat Muñoz Abellana		115,000		49,000		164,000
Iñigo Sánchez-Asiaín Mardones		115,000		49,000		164,000
Enriqueta Felip Font		115,000		24,000		139,000
Susana González Rodríguez		115,000		39,000		154,000
Anne-Catherine Berner		359,000		21,000		380,000
Paul S. Herendeen		115,000		14,000		129,000
Pascal Ravery		115,000		14,000		129,000
Total	****	1,655,000	****	266,000	****	1,974,000
(1)	The compensation of Mr. Thomas Glanzmann and Mrs. Anne-Catherine Berner as Non-Executive Chairpersons of the Board was paid pro rata to the number of months in 2025 during which they served in this role (from January to June 2025 for Mr. Thomas Glanzmann and from June to December 2025 for Mrs. Anne-Catherine Berner).
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(2)	Reflects €53,000 in compensation accrued by Mr. Raimon Grifols Roura as a member of the Supervisory Board of Directors of Biotest, our subsidiary.
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Executive Director

Currently our Chief Executive Officer is the only member of the Board who also performs executive functions for the Company.

Our Appointments and Remuneration Committee determined the compensation of the CEO by considering analogous roles in similar companies as indicated in the Director Remuneration Policy. The compensation for executive directors relating to their executive functions may consist of (i) a fixed amount, (ii) other benefits in kind, (iii) a variable cash amount based on financial and non-financial metrics including, among others, environmental, social and governance (“ESG”) objectives, (iv) if applicable, compensation in certain cases of termination or dismissal, and (v) the delivery of shares, or share options or amounts referenced to the value of the shares, subject to the requirements established by the legislation from time to time. 140

Table of Contents The percentage of short-term variable remuneration for executive directors is set based on the fulfilment of certain objectives, which are established on an annual basis and approved by the Board, following the proposal from the Appointments and Remuneration Committee and the Sustainability, Communication and Reputation Committee, if applicable. These objectives are linked to different financial and non-financial metrics and parameters, all in accordance with the applicable remuneration policy.

For the year ended on December 31, 2025, the following financial and non-financial metrics were established in the Director Remuneration Policy. In relation to each of them, the Board approved the following objectives:

●	Economic metrics related to the Grifols Group’s consolidated performance (with an aggregate weight of 60%):
o	Target (with a weight of 20%): Achieve a certain level of operational performance calculated in constant currency;
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o	Target (with a weight of 20%): Reach a certain level of consolidated free cash flow;
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o	Target (with a weight of 20%): Reach a certain number of net sales after deducting discounts, returns and provisions for damaged or lost goods.
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●	ESG metric based on key performance indicators (“KPIs”) (with a weight of 15%, where 3.75% is for environment KPIs, 6.0% for social KPIs and 5.25% for governance KPIs): Target to achieve 100% of the ESG objectives, which are aligned with our sustainability strategy, have been overseen by the Sustainability, Communication and Reputation Committee and have been reviewed by our independent auditors.
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●	Innovation metric (with a weight of 10%): Target to achieve 10 milestones linked to innovation projects.
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●	Other operational metrics (with an aggregate weight of 15%):
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o	Target (with a weight of 10%): Establishment of the succession planning of the executive team; and
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o	Target (with a weight of 5%): Achieve certain objectives related to the Company’s compliance performance.
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Chief Executive Officer

Our Chief Executive Officer accrued €3.5 million in cash remuneration in 2025 (€2 million in fixed compensation, €1.3 million in variable compensation, which has been paid, and €0.2 million in remuneration in kind). This variable compensation amount was calculated based on the achievement of the above-mentioned specific performance objectives. The CEO’s variable remuneration was determined by applying a weighted payment coefficient of 65.59% to each of the objectives described above, resulting in a final variable compensation amount calculated on the basis of a total attainment percentage of 109.31%.

Former Executive Chairman

Mr. Thomas Glanzmann, our former Executive Chairman, accrued salary for the period from January 2025 through February 2025, up to the expiry of his service agreement, in an aggregate amount of €222,000, as well as €16,000 in non-cash benefits.

Other Members of Senior Management

In 2025, members of our senior management (excluding those who also served as members of the Board) accrued compensation amounting to €16 million, in the aggregate. This figure includes accruals for contingent or deferred compensation earned in respect of 2025 service. In 2024, members of our senior management (excluding those who also served as members of the Board) accrued compensation amounting to €14 million, in the aggregate. This figure includes accruals for contingent or deferred compensation earned in respect of 2024 service. In 2023, members of our senior management (excluding those who also served as members of the Board) accrued compensation amounting to €24 million in the aggregate. This figure includes accruals for contingent or deferred compensation earned in respect of 2023 service. 141

Table of Contents The breakdown of the aggregate amount accrued and/or paid to our senior management (excluding those who also served as members of the Board) for discharging their duties in the years ended December 31, 2025, 2024 and 2023 is set forth in the table below.


	Amount accrued and/or paid in the
	year ended December 31,
Component	2025	2024	2023
	(in euros)
Salaries	9,828,275	7,930,417	14,567,449
Variable Compensation	5,720,309	5,745,949	9,131,372
Stock options or other securities	2,740,981	—	—
Other — e.g., life and health insurance	25,061	28,586	34,864
Other — e.g., pensions/savings	15,638	31,778	30,776

Executive Compensation Clawback Policy

On October 26, 2022, the SEC amended Rule 10D-1 and other rules under Section 10D of the Exchange Act to implement the incentive-based compensation recovery provision, referred to as the “clawback” provision, of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Clawback Rules”). The Clawback Rules required national securities exchanges (such as NASDAQ) to adopt listing standards under which issuers must implement and enforce policies that require the clawback of incentive-based compensation received by any current or former executive officer during the three fiscal years immediately preceding the date of a required restatement of an issuer’s filed financial statements due to the issuer’s material noncompliance with any financial reporting requirement under the securities laws.

In June 2023, the SEC approved the proposed clawback listing standards issued by NASDAQ. On October 19, 2023, our Board of Directors approved our “Clawback Policy for the Recovery of Erroneously Awarded Compensation for the Senior Management,” to comply with the Clawback Rules. The policy is attached to this annual report as Exhibit 97.1.

Employment and Severance Arrangements

We have entered into employment contracts with four members of our senior management that entitle them to unilaterally rescind their employment contracts and receive termination benefits of two to five years’ salary in the event that we undergo a change of control. In addition to this, six members of our senior management are contractually entitled to termination benefits of one to two years’ salary under certain circumstances other than a change of control.

See Notes 27 and 31 to our audited consolidated financial statements included in this annual report for further details of the payments received by employees.

Equity and Other Incentive Programs

See “—E. Share Ownership” for a description of our equity-based compensation plans available to eligible employees, including members of our senior management.

Pension and Retirement Compensation Programs

Our directors and senior management employed by our U.S. subsidiaries participate in a tax-qualified 401(k) plan on the same terms as our other employees. The aggregate amount of employer contributions to the 401(k) plans for our directors and senior management during 2025 was €16 million. In 2025, neither we nor our subsidiaries set aside or accrued any other amounts to provide pension, retirement or similar benefits for our directors or senior management.

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C.	Board Practices

Board of Directors

Pursuant to the Articles of Association, we are managed by a board of directors (the “Board”), which may be composed of not less than three and not more than 15 directors. Our current Board has 12 directors. Directors must be individuals. Under Spanish law, the Board is responsible for management, administration and representation in all matters concerning the business, subject to the provisions of the Articles of Association and the powers conferred at the general shareholders’ meeting.

Appointment and Dismissal

Pursuant to Spanish law and our Articles of Association, directors are elected by our shareholders to serve for a term of four years and may be reelected to serve for an unlimited number of terms, except in the case of independent directors, who pursuant to Spanish law and the regulations of our Board originally approved at the Board meeting held on April 5, 2006, as amended from time to time (the “Board Regulations”), shall not serve as such for more than 12 consecutive years. We do not provide for the reelection of directors at staggered intervals or cumulative voting for such directors or otherwise.

A director must be an individual. If a director ceases to hold office prior to the expiration of his or her term, the Board may fill the vacancy by appointing a new director to replace the outgoing director. Any director so appointed will hold office until the next general shareholders’ meeting when the appointment may be confirmed or revoked by our shareholders. If such appointment takes place between the time that a general shareholders’ meeting is called and the time the meeting takes place, then the director so appointed will hold office until the next general shareholders’ meeting, when this appointment is to be confirmed or revoked. Any such appointment will be only for the remainder of the term of the outgoing director, without prejudice to such director’s eventual election. A director may resign, or be removed, from office by a resolution of our general shareholders’ meeting at any time. A director who is also a shareholder may vote freely on any of our shareholders’ resolutions relating to the appointment and dismissal of directors (including the appointment or dismissal of that director).

In addition, pursuant to the Board Regulations, a director must tender a resignation to the Board and the Board may accept such resignation, in its discretion, under the following circumstances: (i) when the director ceases to hold the executive position to which such director’s appointment to the Board was related; (ii) when circumstances arise that might harm the Company’s name or reputation, related or not to their actions within the Company; (iii) when the director becomes unable to hold the office due to a legal cause of ineligibility or incompatibility; (iv) when any criminal charges are brought against or a formal inquiry is opened against him or her by a regulator; (v) when the director has been severely admonished by our Audit Committee for having breached his or her duties as director; (vi) when the director’s participation on the Board may jeopardize our interests or when the reasons for his or her appointment cease to exist; and (vii) in the case of a proprietary director, when the relevant shareholder ceases to hold its stake in us, or reduces its stake below the level that reasonably justified the appointment of such director. When a director leaves his/her position, whether by resignation or resolution of the general shareholders’ meeting before his/her tenure expires, he/she shall explain, in sufficient detail, the reasons behind this decision or, in the case of non-executive directors, his/her opinion of the reasons for the general shareholders’ meeting resolution, in a letter that must be sent to the members of the board via the chairperson or the secretary.

In addition, under Spanish corporate law, a holder of voting shares (or group of shareholders of voting shares acting together) may, subject to availability of seats on the Board, appoint a number of directors proportionate to that shareholder’s (or group of shareholders’) interest in our voting capital. If the voting capital stock represented by the shares held by such shareholder (or group of shareholders) is equal to or greater than the result of dividing our total voting capital stock by the number of directors, such shareholder (or group of shareholders) shall have the right to appoint a proportionate number of directors. For example, a shareholder holding 20 voting shares out of a total of 100 voting shares in a company with five directors will be entitled to appoint one director. Should this power be exercised, shares so pooled shall not participate in the voting for the other members of the Board. However, they may exercise their voting rights with respect to the removal of existing directors. Since such rights apply only to voting shares or Class B shares that have recovered their voting rights, our Class B shares and the Class B ADSs that represent them in the United States do not count towards the proportional representation right. 143

Table of Contents The Board must appoint a Chairperson of the Board from among its members. Mrs. Anne-Catherine Berner is the current non-Executive Chairperson, having replaced Mr. Glanzmann as the non-executive chairperson of our Board as of the general shareholders’ meeting in June 2025. The Board may also designate one or more Vice Chairperson, who shall be numbered consecutively, and who shall replace the Chairperson in the event of impossibility to act or absence. Mr. Raimon Grifols Roura is the current Vice Chairperson. The Board may appoint an Honorary Chairperson that is not required to be a member of the Board. The Honorary Chairperson shall have duties of honorary representation and will provide advice to the Board to the Chairperson and to the Vice Chairperson of the Board. Currently, Mr. Víctor Grifols Roura is the Honorary Chairperson, and a non-member of the Board.

The Board must also appoint a Secretary and may also designate one or more Vice-Secretaries. Neither the Secretary nor the Vice-Secretary is required to be a member of the Board; however, the Secretary or the Vice-Secretary will not be entitled to vote on matters before the Board unless he or she is a member of the Board. Ms. Laura de la Cruz Galán is the current Secretary non-member of the Board, while Ms. Núria Martín Barnés is the current Vice-Secretary, non-member, of the Board.

Meetings of the Board

Pursuant to the Articles of Association, a meeting of the Board may be called by the Chairperson whenever he/she considers such a meeting necessary or suitable. The Chairperson is also required to call a meeting at the request of one-third of the directors. Meetings of the Board are called using any means of notice at least ten days before the date of the meeting, unless exigent circumstances require a shorter term. Such notice of a meeting of the Board must state the place, date and time as well as the issues to be discussed. The Board is required by Spanish law to hold a meeting at least every three months. Our Articles of Association provide that a majority of the directors (half plus one of the directors present at a meeting) of the Board (represented in person or by proxy by another director on the Board; non-executive directors may only appoint another non-executive director to represent them) constitutes a quorum. Except as otherwise provided by law or specified in the Articles of Association, resolutions of the Board must be passed by an absolute majority of the directors present or represented at a meeting, with the Chairperson having the right to cast a deciding vote in the event of a tie.

Pursuant to the Articles of Association the Board may hold meetings by videoconference, conference call or by any other distance communication systems as long as said communications take place in real time and therefore, in one sole act, and both the identity of the participating or voting individual and the security of the electronic communications, are properly guaranteed.

Delegation of Powers

Pursuant to Spanish law and our Articles of Association, the Board may delegate its powers either to an executive committee (Comisión Ejecutiva) or to one or more chief executive officers. Spanish corporate law provides that resolutions appointing an executive committee, any chief executive officer or authorizing the permanent delegation of all, or part of, such board of directors’ powers, requires a two-thirds majority of the members of such board of directors and the registration of such resolution in the Spanish Commercial Registry (Registro Mercantil). The Board may also revoke such powers at any time. In addition, when a member of the Board is appointed chief executive officer or vested with executive functions, he/she will need to enter into an agreement with the Company, which shall be approved by a two-thirds majority of the Board. The director in question will have to refrain from participating in the deliberation and voting process of such agreement.

Under Spanish corporate law, a board of directors may also grant general or specific powers of attorney to any person whether or not that person is a director or a shareholder. General powers of attorney must be registered in the Commercial Registry. However, Spanish law provides that the following powers, among others, may not be delegated by the Board: (i) the formulation and submission for approval of the yearly financial statements at the general shareholders’ meeting; and (ii) those powers granted to the board of directors by a general shareholders’ meeting (unless otherwise provided in the relevant shareholders’ resolution).

Mr. José Ignacio (Nacho) Abia Buenache is the current Chief Executive Officer of the Company, with delegation of all powers legally delegable from the Board.

Expiration of Current Terms

The periods during which our directors and senior management have served in their offices, as well as the date of expiration of each director’s term, are shown in the tables under “—A. Directors and Senior Management” above. 144

Table of Contents Committees of the Board

The Board has an Audit Committee, an Appointments and Remuneration Committee, a Sustainability, Communication and Reputation Committee and a Strategy Committee. The following is a brief description of such committees.

Audit Committee

The Board established an Audit Committee in compliance with Articles 24.bis and 24.ter of the Articles of Association and Article 14 of the Board Regulations.

The regulations applicable to the Audit Committee are set forth in the provisions referred to above, as well as the bylaws of the Audit Committee, which were approved by the Board and the Audit Committee on December 9, 2008, and most recently modified in April 2024 in order to adapt its content to the current recommendations of the Good Governance Code of Listed Companies. In connection with the Talecris Biotherapeutics acquisition, at a Board meeting held on May 24, 2011, the Articles of Association and Board Regulations were amended to conform to NASDAQ Listing Rules and to facilitate the listing of our Class B ADSs on NASDAQ. Furthermore, the bylaws of the Audit Committee were modified at a Committee meeting held on March 31, 2015, to adapt them to the requirements imposed by Law 31/2014. In 2017, article 24.ter of the Articles of Association and Article 14 of the Board Regulations concerning the composition and functions of the Audit Committee were amended in order to adequate their content to the latest amendments of the Spanish Companies Act introduced by the currently in force Spanish Audit Act. On May 3, 2024, the Board resolved to amend Article 14 of the Board Regulations to establish a maximum engagement period for auditors (including any extensions), ensuring that it is shorter than the maximum legal term set at any given time in order to safeguard the auditors’ independence.

Pursuant to our Spanish corporate governance requirements and our Articles of Association and the Board Regulations, the Audit Committee consists of a minimum of three directors and a maximum of five directors who are appointed by the Board based on such directors’ knowledge, competence and experience in accounting, audit and risk management matters (both financial and non-financial). All of the members of the Audit Committee must be non-executive directors, and the majority must be independent directors. As a group, the members of the Committee must have the pertinent technical knowledge in relation to the sector of activity of the Company. In addition, all members of the Audit Committee, including the chairperson, must meet the independence, experience and other requirements set forth in the Exchange Act and NASDAQ Listing Rules.

The responsibilities of the Audit Committee include:

●	reporting to the shareholders at general shareholders’ meetings regarding matters for which the Audit Committee is responsible;
●	recommending to the Board the selection, appointment, re-election, hiring and replacement of the external auditor regardless of the faculties vested in the general shareholders’ meeting and the Board with regard to the approval of such resolutions under Spanish law;
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●	oversight of our internal audit department, including selecting, appointing and dismissing its manager, monitoring its budget, receiving periodic information on the department’s activities and ensuring that management takes the conclusions and recommendations of the department’s reports into account;
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●	setting up and supervising procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, as well as the confidential and anonymous submission by employees and other persons related to Grifols of concerns regarding questionable accounting or auditing matters;
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●	exercising oversight of the process for gathering financial and non-financial information and the related internal control system; reviewing the financial statements and the periodic financial statements that should be submitted to the securities regulatory authorities and ensuring that the appropriate accounting standards are followed; reporting to the Board on any change in the accounting standards and on balance sheet and off balance sheet risks;
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●	supervising and evaluating the efficiency of our internal control, internal audit and risk control and management systems, financial and non-financial, including any operative, technological, cybersecurity, legal, social, environmental, political, reputational or corruption related risks;
●	receiving information from the auditors including relating to auditor independence and conduct of audits of the financial statements, and issuing on an annual basis a written opinion on the independence of the auditor;
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●	ensuring that the external auditor holds an annual meeting with the full Board of Directors to report on the work carried out and on the evolution of our accounting and risk situation;
---	---
●	ensuring that the remuneration paid to the external auditor for its work does not compromise its quality nor its independence;
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●	reporting on the related-party transactions to be approved by the general meeting or the board of directors and supervise the internal procedure for those whose approval has been delegated;
---	---
●	supervising any transactions entered into with significant shareholders as set forth in the Board Regulations; and
---	---
●	(i) ensuring compliance with the Internal Code of Conduct of Grifols in Matters Relating to the Stock Market, or Stock Market Code of Conduct, the Code of Conduct for Grifols’ Employees, the Board Regulations (each available on our website, at www.grifols.com) and, in general, any other corporate regulations and (ii) making any necessary proposals to improve such regulations.
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The Audit Committee currently consists of Mr. Iñigo Sánchez-Asiaín Mardones (who serves as chairperson), Ms. Montserrat Muñoz Abellana and Mr. Pascal Ravery. All are independent in conformity with Exchange Act requirements and NASDAQ Listing Rules, as well as in conformity with the Spanish Companies Act. Ms. Laura de la Cruz Galán serves as Secretary, non-member, of the Audit Committee.

Appointments and Remuneration Committee

The Board established an Appointments and Remuneration Committee in compliance with Article 24.bis and 24. quater of the Articles of Association and Article 15 of the Board Regulations.

The regulations applicable to the Appointments and Remuneration Committee are set forth in the provisions referred to above, as well as in the Regulations of the Appointments and Remuneration Committee, which were approved by the Board on May 3, 2024. Pursuant to Spanish corporate governance requirements, Article 15 of the Board Regulations and the Regulations of this Committee, the Appointments and Remuneration Committee is required to consist of between three and five members, all of which must be non-executive directors, which includes at least two independent directors. The Board, during its meeting held on 3 May 2024, resolved to approve the amendment of article 15 of the Board Regulations, the purpose was to introduce into the scope of responsibilities of the Committee the creation of a competency matrix and the leadership of the annual evaluation process of the Board and its Committees. Furthermore, it also includes the particular points to address in said evaluation.

The responsibilities of the Appointments and Remuneration Committee include:

●	assisting in the nomination of directors, including evaluating potential nominees in light of the level of knowledge, competence and experience necessary to serve on the Board;
●	establishing a representation target for the gender that is least represented on the Board and prepare guidelines to achieve said target;
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●	reporting and making proposals to the Board on the appointment of members to the various committees of the Board and on the persons who should hold the office of Secretary and Vice-Secretary of the Board;
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●	examining and organizing the orderly and planned succession of the Chairperson of the Board and the Chief Executive Officer;
●	reporting on proposals for the appointment and removal of any members of senior management made by the Chief Executive Officer;
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●	making proposals on the remuneration plans for the Board and senior management;
---	---
●	periodically reviewing the remuneration plans of senior management, including considering their suitability and performance;
---	---
●	reporting on transactions in which directors may have a conflict of interest and ensuring that potential conflicts of interest do not impair the independence of any external advice provided to the committee; and
---	---
●	periodically reviewing the remuneration policy applied to directors and senior management and ensuring that their individual remuneration is proportionate to that paid to other directors and senior management.
---	---

Consistent with NASDAQ Listing Rules for foreign private issuers, our Appointments and Remuneration Committee currently consists of Ms. Montserrat Muñoz Abellana (who serves as chairperson) and Ms. Susana González Rodríguez (both independent directors in conformity with Exchange Act requirements and NASDAQ Listing Rules), as well as Mr. Tomás Dagá Gelabert (“other external” director), Mr. Víctor Grifols Deu and Mr. Paul Herendeen (both proprietary directors). Ms. Nuria Martín Barnés serves as Secretary, non-member, of the Appointments and Remuneration Committee.

Sustainability, Communication and Reputation Committee

In its meeting held on December 11, 2020, the Board resolved to amend certain articles of the Board Regulations, in order to adapt its content to certain recommendations of the reform of the Good Governance Code of Listed Companies published in June 2020 by the CNMV, and created a Sustainability, Communication and Reputation Committee.

The regulations applicable to the Sustainability, Communication and Reputation Committee are set forth in article 15 bis. of the Board Regulations, as well as in the Regulations of the Sustainability, Communication and Reputation Committee, which were approved by the Board on February 19, 2021 and amended in February 2023. On July 28, 2025, the Board of Directors approved the renaming of the then Sustainability Committee as the “Sustainability, Communication and Reputation Committee,” and the inclusion of new authorities within its scope of responsibilities. The Regulations of the Sustainability, Communication and Reputation Committee were amended accordingly. Pursuant to Article 15 bis of the Board Regulations and the Regulations of the Sustainability, Communication and Reputation Committee, the Sustainability, Communication and Reputation Committee is required to consist of between three and five members, all of which must be non-executive directors, the majority of them being independent.

The responsibilities of the Sustainability, Communication and Reputation Committee include:

●	monitoring compliance with the Company’s internal codes of conduct and corporate governance rules, and ensuring that the corporate culture is aligned with its purpose and values;
●	monitoring the implementation of the general policy regarding the disclosure of economic-financial, non-financial and corporate information, as well as communication with shareholders and investors, proxy advisors and other stakeholders. Similarly, the way in which the Company communicates and relates with small and medium-sized shareholders should be monitored;
---	---
●	periodically evaluating the effectiveness of the Company’s corporate governance system and environmental, climate change and social policy to confirm that it is fulfilling its mission to promote the corporate interest and catering, as appropriate, to the legitimate interests of remaining stakeholders;
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●	ensuring the Company’s environmental, climate change and social practices are in accordance with the established strategy and policy; and
●	monitoring and evaluating the Company’s interaction with its stakeholder groups; and
---	---
●	the supervision of the corporate reputation of the Company and the other companies within the Group, informing and advising the Board of Directors on this matter.
---	---

The Sustainability, Communication and Reputation Committee currently consists of Ms. Susana González Rodríguez (who serves as chairperson), Mrs. Anne-Catherine Berner and Ms. Enriqueta Felip Font (all three being independent directors in conformity with Exchange Act requirements and NASDAQ Listing Rules), as well as Mr. Albert Grifols Coma-Cros and Mr. Raimon Grifols Roura (both proprietary directors). Ms. Núria Martín Barnés serves as Secretary, non-member, of the Sustainability, Communication and Reputation Committee.

The Sustainability Steering Committee is a multidisciplinary and international team created in 2021 coordinated by the Investor Relations and Sustainability Department, which reports to the Sustainability, Communication and Reputation Committee. Among its functions, the committee fosters ongoing dialogue to identify, establish, implement and confirm compliance with Grifols Strategic Plan objectives, and generates and coordinates the reporting of nonfinancial and corporate sustainability information.

Strategy Committee

On September 25, 2025, the Board created a Strategy Committee with the main purpose of assisting the Board of Directors and making proposals to it on strategic initiatives and developments.

The regulations applicable to the Strategy Committee are set forth in the Regulations of the Board of Directors, as well as in the Regulations of the Strategy Committee. Pursuant to the Regulations of the Board of Directors and the Regulations of the Strategy Committee, the Strategy Committee is required to consist of between three and five members appointed by the Board of Directors, all of whom must be non-executive directors, of which at least two must be independent directors.

The responsibilities of the Strategy Committee include:

●	making recommendations, proposals and providing guidance to the Board of Directors on the implementation and development of the Company’s business strategy;
●	assisting the Board of Directors in identifying key internal and external issues, options and events that may be critical for the achievement of the Company’s strategy;
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●	identifying and evaluating opportunities to enhance the Company’s competitive position and making recommendations to the Board of Directors;
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●	working together with the Company’s management, including the Chief Executive Officer and Chief Financial Officer, in the development and execution of the Company’s long-term strategy;
---	---
●	reviewing significant strategic initiatives proposed by management and making recommendations to the Board of Directors;
---	---
●	informing the Board of Directors of the Company’s progress in implementing the Company’s strategy;
---	---
●	monitoring industry trends, the competitive landscape and regulatory developments that may impact the Company’s strategy; and
---	---
●	providing insights and recommendations to the Board of Directors regarding potential business development and merger and acquisition opportunities.
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148

Table of Contents The Strategy Committee currently consists of Mrs. Anne-Catherine Berner (who serves as chairperson) and Mr. Íñigo Sánchez-Asiaín Mardones, who are independent directors in conformity with Exchange Act requirements and NASDAQ Listing Rules, Mr. Raimon Grifols Roura and Mr. Víctor Grifols Deu (both proprietary directors) and Mr. Tomás Dagá Gelabert (“other external” director). Ms. Núria Martín Barnés serves as Secretary, non-member, of the Strategy Committee.

D.	Employees

The table below indicates the number of employees by department as of December 31, 2025, 2024 and 2023:


		As of December 31,
Department		2025		2024		2023
Manufacturing		20,142		18,774		18,979
Research & development — technical area		1,403		1,514		1,255
Administration and others		1,789		1,673		1,686
General management		300		281		267
Marketing		194		184		155
Sales and distribution		1,375		1,396		1,395
Total	****	25,247	****	23,822	****	23,737

The table below indicates the number of employees by geographic region as of December 31, 2025, 2024 and 2023:


		As of December 31,
Geographic Region		2025		2024		2023
Spain		4,665		4,408		4,181
North America		14,310		13,771		14,076
Rest of the World		6,272		5,643		5,480
Total	****	25,247	****	23,822	****	23,737

We actively train our employees. The Grifols Academy opened in Spain during the second quarter of 2011. It is a meeting point for advanced training on all processes related to the preparation and production of plasma-derived medicines. The Grifols Academy acts as a center of technical, scientific and management training for the Grifols Group’s personnel, fostering a continued exchange among experts and external bodies, such as professional healthcare associations, hospitals, schools and universities. Through the Grifols Academy, we offer to our employees technical training and professional development opportunities, including an educational expenses reimbursement program, a number of long-term leadership development initiatives and onboarding processes conducted with virtual reality technology. In the last three years, an annual average of more than 9,200 of our employees participated in the Grifols Academy’s professional development and plasmapherisis training programs.

We have offered an internal, global online learning platform since 2024. In 2025, it was enhanced with new training initiatives and clearer communication, including the launch of a new Grifols Academy website on the corporate intranet and the regular distribution of newsletters.

The Grifols Academy of Plasmapheresis includes general and specialized programs on plasma science to accelerate the professional and educational development opportunities of our U.S.-based employees, helping the company reinforce its unique value proposition.

We promote social dialogue founded on freedom of association and the right to collective bargaining, taking into account the unique cultural, historical, economic and political frameworks in its countries of operation. In addition to cultivating open lines of communication, we adapt our social dialogue to each country’s specific context. These efforts strengthen our corporate culture and ensure employee needs are met. 149

Table of Contents Effective communication with workers’ legal representation is essential for addressing the transversal issues that require collective bargaining across the company’s various workplaces. The Spanish labor-relations system defines two types of company representation: trade union representation and unitary or elective representation. We hold regular and extraordinary staff-related meetings with these representatives, who form part of trade union sections, work councils and employee delegations. Our Spanish employees are mainly represented by three labor unions, the Workers’ Commissions (Comisiones Obreras - CCOO), the Workers General Union (Unión General de Trabajadores - UGT) and the General Labor Confederation (Confederación General del Trabajo - CGT).

In France, Germany and other countries, we regularly meet with workers’ legal representation. In Italy, we discuss decisions that could impact collective working conditions with trade union organizations. We fully support the fundamental right of association and collective bargaining in alignment with the Universal Declaration of Human Rights. In Spain, Germany, Italy, France, and Brazil, 100% of our employees are covered by collective bargaining agreements. Together, they represent 26.4% of the total workforce. In the United States, collective bargaining does not occur at the industry level; agreements are therefore negotiated within each company.

We subscribe to an insurance policy that covers death or permanent disability of employees caused by work accidents. All of our employees are covered under this policy. We implemented a defined contribution pension plan for all our Spanish entities beginning on January 1, 2002, which excludes top management and which requires us to make matching payments to these employees. Our contribution to this pension plan was €1 million in each of the years ended December 31, 2025, 2024 and 2023, respectively. We also sponsor a savings plan for the benefit of U.S. employees, which qualifies as a defined contribution plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. We make fully vested matching contributions to the savings plan, which totaled $36 million in the year ended December 31, 2025, compared to $34 million and $33 million for the years ended December 31, 2024 and 2023 respectively. For certain employees in Germany, we have a defined benefit pension plan, as required by statutory law. The pension cost relating to this plan is not material.

E.	Share Ownership

For information on the direct, indirect and represented holdings of our current directors and executive officers with respect to our Class A shares as of December 31, 2025 see Item 7 of this Part I, “Major Shareholders and Related Party Transactions—A. Major Shareholders.”

In 2023, our Board of Directors made modifications to our Director Remunerations Policy, including the discontinuation of this partial payment of variable compensation in RSUs. Instead, our Board created two new variable compensation plans, which are described below. For more details regarding our Director Remunerations Policy, see “—B. Compensation.” For more information regarding our variable compensation plans, see Note 27 to our audited consolidated financial statements included in this annual report.

In 2024, our Board of Directors made modifications to our Director Remunerations Policy, in order to adapt such policy to the current circumstances of the Board of Directors. For more details regarding our Director Remunerations Policy, see “—B. Compensation.” For more information regarding our variable compensation plans, see Note 27 to our audited consolidated financial statements included in this annual report.

In 2025, our Board of Directors made modifications to our Director Remunerations Policy, in order to approve a new remuneration policy before the end of the 2025 fiscal year, applicable from the date of approval and for the following three fiscal years (i.e. 2026, 2027, and 2028, inclusive). For more details regarding our Director Remunerations Policy, see “—B. Compensation.” For more information regarding our variable compensation plans, see Note 27 to our audited consolidated financial statements included in this annual report.

Equity-settled share-based payment plan

In 2023, we approved a four-year long-term incentive plan for certain executive directors, members of the senior management of Grifols, S.A. and our subsidiaries. Under this plan, these individuals have the right to receive a certain number of options representing the right to acquire certain Class A shares for an exercise price of €8.96 per share. Of the options granted, 40% will vest on the second anniversary of the plan and the remaining 60% will vest upon the fourth anniversary of the plan, in each case subject to certain vesting conditions. A maximum of 4 million stock options, representing the right to acquire 4 million Class A Shares, will be granted under the equity-settled share-based payment plan. The recognized amount in equity as of December 31, 2025 was equal to €6 million (€6 million as of December 31, 2024). 150

Table of Contents Cash-settled share-based payment plan

In May 2023, our Board of Directors approved a four-year long-term incentive plan for certain members of our management team. The plan is based on the award of restricted stock units (RSUs), of which 50% will vest upon the second anniversary of the plan and the remaining 50% will vest at the end of the fourth year of the plan. The RSUs granted under this plan will be settled in cash for the amount equivalent to the average price of the Class A Shares during the five business days preceding the settlement date. In May 2025, 50% of the RSUs granted were settled, amounting to €2 million. As of December 31, 2025, the total accumulated amount is €2 million as long-term in the heading “Provisions” (€3 million as of December 31, 2024, of which €2 million were short-term in the heading “Trade creditors and other accounts payable” and €1 million were long-term in the heading “Provisions”). The amount recognized in the consolidated statement of profit and loss as of December 31, 2025 amounts to €1 million (€1 million in 2024).

Fidelity programs addressed to management

In 2024, we entered into agreements with certain executives establishing a long-term share-based or cash-based incentive as part of our remuneration system. In the case of transfer of shares, we will grant these incentives in equal terms on the anniversary date or at the end of the relevant period, provided that each such beneficiary must have been continuously employed by Grifols until the settlement date. We recognized an amount of €4 million in equity as of December 31, 2025.

New Stock Incentive Plan

In 2025, we approved the 2025 Stock Incentive Plan — a long-term variable compensation plan — to be offered on a discretionary basis to members of the senior management team and other key employees of the Group. The purpose of the plan is to align the interests of the beneficiaries with those of the shareholders and to support the long-term success of the company by promoting sustainable value creation, retaining key talent, and aligning with market standards.

The potential beneficiary group includes approximately 47 individuals, of whom 11 are senior executives. Neither the CEO nor the CFO will be beneficiaries of the Plan. The plan has a three-year vesting period, which began on April 29, 2025, and will be settled in Class A shares within a reasonable period after the completion of such vesting period. The maximum number of shares to be delivered is 1,032,671, subject to the achievement of specific targets. We recognized an amount of €3 million in equity as of December 31, 2025.

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.

There was no erroneously awarded compensation paid to our executive officers in 2025.

Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	Major Shareholders
---	---

The following table sets forth certain information, including information regarding beneficial ownership of our Class A (voting) shares as of the date of this annual report, for (i) our major shareholders, including, in accordance with applicable Spanish regulations, each person or entity that is known to us to be the beneficial owner of more than 3% of our Class A shares or 1% of our Class A shares in the event of a person or entity domiciled in a tax haven, (ii) each of our directors and (iii) each member of our senior management.

Since our Class A shares are represented through book entries, their exact ownership structure cannot be known, except through the information that the shareholders provide voluntarily or in compliance with applicable regulations, and information provided by the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., or Iberclear, on which the shares are settled and cleared, and its participant entities (entidades participantes).

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Table of Contents Beneficial ownership is determined in accordance with applicable Spanish regulations.


		Number of		Percentage of	****
		Voting		Voting	****
Name of Beneficial Owner		Shares		rights	****
Major Shareholders
Deria S.L.^(1)^		64,787,366		15.204	%
Scranton Enterprises B.V.^(2)^		35,812,622		8.404	%
Ponder Trade, S.L.		30,209,093		7.089	%
Blackrock, Inc.^(3)^		20,052,272		4.706	%
Flat Footed LLC ^(4)^		13,335,000		3.129	%
Mason Capital Master Fund L.P. ^(5)^		13,525,737		3.174	%
Armistice Capital Master Fund LTD.		4,534,850		1.064	%
The Goldman Sachs Group, Inc. ^(6)^		15,340,711		3.600	%
Bank of America Corporation^(7)^		13,937,916		3.272	%
Fidelity International Limited^(8)^		4,509,430		1.058	%

Directors
José Ignacio (Nacho) Abia Buenache		117,807		*
Tomás Dagá Gelabert ^(9)^		1,039,584		*
Víctor Grifols Deu^(10)^		153,221		*
Raimon Grifols Roura		57,118		*
Albert Grifols Coma-Cros		66,000		*

Senior Management
José Ignacio (Nacho) Abia Buenache		117,807		*
Rahul Srinivasan		77,121		*
Camille Alpi		2.329		*
David Ian Bell		20,000		*
Daniel Fleta Coit		—		—
Montse Ribas Lloveras		16,759		*
Antonio Martinez Martinez		75,242		*
Lluis Pons Gomez		—		—
Ignacio Ramal Subira		7,224		*
Jaime González Peralta		—		—
Jordi Balsells Valls		—		—
Roland Wandeler		—		—
Enrique de la Torre		—		—
Oscar Calsamiglia Mendlewicz		—		—
*	Less than 1%.
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(1)	Members of the Grifols Roura family hold their respective shares indirectly through Deria S.L.
---	---
(2)	Scranton Enterprises B.V. in which certain of our directors own shares. Some members of the Grifols Family who are directors or executive officers hold part of their shares indirectly through Scranton Enterprises B.V. See “—B. Related Party Transactions.”
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(3)	Of the total number of 20,052,272 voting rights, 11,905,347 voting rights are held indirectly by Blackrock Inc. through rights over Class A shares; and 8,146,925 through financial instruments (securities lent and CFD).
---	---
(4)	The 13,335,000 voting rights are controlled by Marc Andersen through Marc P Andersen 2016 Irr Trust which controls Flat Footed LLC.
---	---
(5)	The 13,525,737 voting rights are held indirectly by Mason Capital Management LLC.
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(6)	Of the total number of 15,340,711 voting rights, 1,765,603 voting rights are held indirectly by The Goldman Sachs Group, Inc. through rights over Class A shares; 484,960 through financial instruments (securities lending (open)) and 13,090,148 through financial instruments (swaps and call warrants).
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(7)	Of the total number of 13,937,916 voting rights, 1,936,793 voting rights are held indirectly by Bank of America Corporation through rights over Class A shares; 693,182 through financial instruments (right to recall and right of use) and 11,307,941 through financial instruments (swaps).
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(8)	Of the total number of 4,509,430 voting rights, 3,255,065 voting rights are held indirectly by Fidelity International Limited through rights over Class A shares; and 1,254,365 through financial instruments (stock loan).
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(9)	Of the total number of 1,039,584 voting shares attributed to Mr. Tomás Dagá Gelabert, 35,000 voting rights are held indirectly through Prismiberica, S.A. and 735,923 voting rights are held indirectly through Fatjó, S.L.
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(10)	Of the total number of 153,221 voting shares attributed to Mr. Victor Grifols Deu, 93,214 are held indirectly through New Fiction 2012, S.L.
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Table of Contents To our knowledge, we are not controlled, directly or indirectly, by any other corporation, government or any other natural or legal person. We do not know of any arrangements which would result in a change in our control.

As of the date of this annual report on Form 20-F, based on public information provided to us by our listing agents, we estimate that 64.3% of our shares were held by holders of record in the United States. Since shares may be held by nominees, the number of shareholders of record may not be representative of the number of beneficial owners.

Significant Changes in Ownership

Other than as described below, no significant changes occurred from January 1, 2023 until the date of this filing, as such transfers of shares were reported to the CNMV:

●	JP Morgan Chase & Co reached a 5.185% stake in March 2024 and reduced that stake to less than 5.0% in July 2024. As of February 28, 2026, to our knowledge JP Morgan Chase & Co held 0.0477% of our voting shares.
●	In 2024, The Goldman Sachs Group, Inc. had several trades on our Class A shares, reaching a maximum 6.442% stake in May 2025. This position was reduced to 0.170% in June 2024. As of the date of this annual report, to our knowledge The Goldman Sachs Group, Inc. holds 3.60% of our voting shares.
---	---
●	On August 1, 2025, Deria, S.L. increased its stake from 9.19% to 15.20% as a result of the merger of Ralledor Holding Spain, S.L. into Deria, S.L. As a consequence of the transaction, the stake of Ralledor Holding Spain, S.L. decreased from 6.15% to 0%. As of the date of this annual report, to our knowledge Deria, S.L. holds 15.20% of our voting shares.
---	---

Voting Rights

Each of our Class A shares is entitled to one vote, except that the voting rights of Class A shares held in treasury by us or by any of our direct subsidiaries are suspended. Class A shares held by our major shareholders, directors or senior management do not entitle such shareholders to different voting rights.

Holders of our Class B shares generally do not have voting rights, except with respect to certain extraordinary matters that require approval by a majority of our outstanding Class B shares. However, each of our Class B shares entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to €0.01 per Class B share. In any given fiscal year, we will pay a preferred dividend to the holders of our Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of our Class A shares.

See in Item 10 of this Part I, “Additional Information—B. Memorandum and Articles of Association—Shareholder Rights—Class B Shares—Separate Vote at General Shareholder Meetings on Extraordinary Matters” and “Additional Information — B. Memorandum and Articles of Association — Shareholder Rights” for further details regarding our Class A shares and Class B shares.

B.	Related Party Transactions

From time to time we have entered into transactions with related parties at an arm’s length basis, including with entities involving certain members of our Board of Directors or senior management. We have policies in place to ensure that these transactions are conducted transparently and in accordance with applicable regulations and good corporate governance practices.

153

Table of Contents Related Party Transactions Policy and Conflicts of Interest Policy

On May 3, 2024, we adopted our Related Party Transactions Policy (“RPT Policy”) and, on October 22, 2024 we adopted our Conflicts of Interest Policy.

Our RPT Policy establishes strict processes for the analysis, approval and publication of transactions with related parties, all of which in accordance with the applicable law. Our Conflicts of Interest Policy complements the RPT Policy by requiring personnel to promptly disclose any real, potential, or perceived conflicts to the internal audit department or the Ombudsperson, with annual declarations mandated for ongoing compliance. The full content of these policies is available in our website. In addition, for further details regarding our related party transactions, see Note 31 to our audited consolidated financial statements included in this annual report. The following is a description of material related party transactions we have entered into since January 1, 2023.

Transactions involving Haema GmbH (formerly known as Haema AG), BPC Plasma Inc. (formerly known as Biotest Pharmaceuticals Corporation) and Scranton Enterprises B.V. and their respective subsidiaries

Sale of the entities to Scranton Plasma B.V., Vendor Loan to Scranton Plasma B.V. and Call Option Agreement

On December 28, 2018, we sold our 100% stake in each of Haema GmbH and BPC Plasma Inc. to Scranton Plasma B.V., a subsidiary of Scranton Enterprises B.V., one of our major shareholders and a related party, for a total of $538 million. Scranton Plasma B.V. financed the purchase through a loan in the principal amount of $360 million (the “Acquisition Financing”). The lender of the transaction required GWWO to extend a vendor loan to Scranton Plasma B.V. with a maximum amount of $150 million. The initial principal amount was equivalent to $95 million, with a maturity date of December 28, 2025 (which was extended to December 28, 2026 (and may be further extended to June 28, 2027 subject to GWWO’s consent) pursuant to an amendment agreement dated December 26, 2025), and an interest rate of EURIBOR plus 200 basis points. In 2023, GWWO loaned an additional €15 million to Scranton Plasma B.V. under the same terms and conditions of the vendor loan. As of the date of this annual report on Form 20-F, €124 million was outstanding on the vendor loan, while the largest amount of this loan outstanding since January 1, 2023 was €133 million as of February 28, 2025. See Note 11(a) to the audited consolidated financial statements included in this annual report.

Also on December 28, 2018, we entered into a call option agreement with Scranton Plasma B.V. whereby we may repurchase the shares of Haema GmbH and BPC Plasma Inc. at any time. The exercise price of the option as set forth in the agreement would be equal to the greater of: (i) the same price for which the shares were sold to Scranton Plasma B.V., plus the expenses related to the transaction and the increase in net working capital from the time of the sale (December 28, 2018) to the exercise of the option, and (ii) the amount necessary to repay the Loan Agreement (as defined below), which refinanced the Acquisition Financing, i.e. €425 million plus accrued interest and any other amounts necessary to cancel such debt.

Although we currently do not hold any equity interests in either Haema GmbH or BPC Plasma Inc., we retain control over such entities due to, among other factors, (1) the call option agreement to reacquire their shares and the financial capability to exercise such call option, (2) potential voting rights derived from the call option, (3) the fact that we acquire all of the plasma collected in the plasma collection centers owned by Haema GmbH and BPC Plasma Inc. under the Plasma Supply Agreement described below and (4) the ability to manage such entities under management agreements. As a result of these factors, pursuant to IFRS 10 we fully consolidate such entities as Grifols subsidiaries in our financial statements. Considering the uncertainties underlying the valuation of the option as it deals with non-observable variables, and the value of the same not being significant, said value has not been recognized as of December 31 2025 and 2024. For more details, see Notes 17 and 29 to the audited consolidated financial statements included in this annual report.

In July 2024, Scranton entered into a loan agreement with funds controlled or managed by Oaktree (the “Loan Agreement”) to refinance the Acquisition Finance. This new financing benefits from the following guarantees and security interest: (i) guarantees from BPC Plasma Inc. and Haema GmbH, (ii) pledges over the shares of Haema GmbH and BPC Plasma Inc., and (iii) pledges over the assets of BPC Plasma Inc. and Haema GmbH. 154

Table of Contents In the event of a default by Scranton under this new debt, we will be entitled to exercise the repurchase option for both companies within 90 days after receiving notification of the default. If we fail to exercise this option within that timeframe, we will lose the right to repurchase the shares of Haema GmbH and BPC Plasma Inc. As of December 31, 2025, no defaults have been reported under the Loan Agreement.

Plasma Supply Agreement and Advance Payments from GWWO to Scranton Plasma B.V.

On December 28, 2018, our subsidiary GWWO, BPC Plasma Inc. (formerly known as Biotest Pharmaceuticals Corporation), Haema GmbH and Grifols, S.A. entered into the Plasma Supply Agreement, whereby GWWO agreed to acquire all of the plasma collected from approximately 60 plasma collection centers owned by BPC Plasma Inc. and Haema GmbH. Grifols, S.A. guarantees all GWWO obligations under the Plasma Supply Agreement, which, on January 1, 2019, was extended for a 30-year period.

The price GWWO pays for the plasma acquired under the Plasma Supply Agreement is established based on the full cost of production, plus a fixed margin, and there is exclusivity of sale. Subject to certain conditions and procedures, the agreement also grants to BPC Plasma Inc. and Haema GmbH the right to receive payments from GWWO in advance for plasma to be delivered in the future. As of the date of this annual report, GWWO did not have any advance payments balances for future deliveries of plasma under the Plasma Supply Agreement. During 2025, the highest balance of advance payments amounted to €11 million.

In November 2025, a total amount of €11 million relating to costs incurred during the period between 2019 and 2025 by Scranton Plasma, B.V. and other entities within its group in connection with the Plasma Supply Agreement was recognized.

Cash-Pooling Financing Agreement between BPC Plasma Inc., Haema GmbH and Scranton Plasma B.V.

In February 2019, Haema GmbH and BPC Plasma Inc. entered into a Cash-Pooling Financing Agreement with Scranton Plasma B.V. with a maturity date in 2027. Under this agreement, Haema GmbH and BPC Plasma Inc. transfer funds from time to time to their parent company, Scranton Plasma B.V. which advances may be set off by Scranton Plasma B.V. against upstream dividends distributed from time to time by Haema GmbH and BPC Plasma Inc. As of December 31, 2025 and 2024, the balances of the advances under this cash-pooling agreement were €11 million and €82 million, respectively. Despite their maturity date being 2027, these have been maintained in the short term as their recovery is expected through the collection of dividends in the coming year. In 2025, 2024 and 2023, BPC Plasma Inc. distributed dividends without cash outflow to Scranton Plasma B.V. in the amounts of €26 million, €40 million and €266 million, respectively (the 2023 amount corresponded to the BPC Plasma Inc. results of the four immediately preceding fiscal years). During 2025, the highest balance under this cash-pooling agreement amounted to €111 million. Additionally, in 2025 Haema GmbH distributed to Scranton Plasma B.V a dividend without cash outflow that amounted €87 million.

Acquisition of Haema Plasma Kft.

On October 31, 2024, through our subsidiary GWWO, we acquired 100% of the capital of Haema Plasma Kft. from Scranton Plasma, B.V. (one of our major shareholders) for an amount of €35 million. This acquisition was supported by a fairness opinion issued by an independent expert and resulted in a reduction of the corresponding non-controlling interest in its entity.

In 2021, we entered into a call option agreement with Scranton Plasma B.V. whereby we had the right to acquire the shares of Haema Plasma Kft. Also in 2021, our subsidiary GWWO entered into a cash pooling financing agreement with Haema Plasma Kft. under which GWWO advanced resources from time to time to a centralized treasury mechanism for purposes of providing Haema Plasma Kft. with cash availability. Since 2022, financial information on Haema Plasma Kft. had been part of our consolidated financial statements and this transaction had been reported under our consolidated balance sheets. Given that we already exercised control over Haema Plasma Kft. prior to the acquisition, the transaction had no impact on our consolidated statement of profit and loss for the 2024 or 2025.

See Notes 2(b) and 31 to our consolidated financial statements as of and for the year ended December 31, 2025, included to this annual report. 155

Table of Contents Promissory Notes issued by our subsidiary Instituto Grifols S.A.

Instituto Grifols S.A. has been issuing bearer form promissory notes on an annual basis since 1987 to provide additional working capital and liquidity to the Grifols Group. The promissory notes are non-negotiable securities and may not be transferred to third parties (except by Instituto Grifols, S.A. itself for subsequent redemption) until the date of the notes’ redemption. The issuance of the promissory notes is not considered a public offering for the subscription of securities under Spanish law and does not require verification by the CNMV. As of December 31, 2025, 2024, and 2023, the outstanding balances of the promissory notes owned by our related parties was €8 million, €9 million and €18 million, respectively. These amounts were also the highest outstanding balances throughout 2025, 2024 and 2023, as applicable.

These bearer promissory notes have one year maturity and a nominal value of €3,000 each. Instituto Grifols, S.A. redeems all outstanding promissory notes at their maturity date of May 5, regardless of the date of acquisition of such notes. The interest rate for the promissory notes is set based on the weighted average cost of the Grifols Group’s debt. The notes maturing on May 4, 2025, accrue interest at an annual rate of 5%. The notes maturing on May 5, 2026, accrue interest at an annual rate of 4.25%. See Notes 19 and 31 to our consolidated audited financial statements included in this annual report.

Transactions with Centurión Real Estate S.A.U.

We have entered into a number of lease agreements with Centurión Real Estate S.A.U. whereby we pay for the rights-of-use of certain real estate properties located at Sant Cugat del Vallès, Barcelona, Spain, which we use as office buildings, including for our Spanish headquarters. The sole shareholder of Centurión Real Estate S.A.U. is Scranton Enterprises B.V., one of our major shareholders. These lease agreements were entered into at an arm’s-length basis. In each of the years ended December 31, 2025, 2024 and 2023, we paid to Centurión Real Estate S.A.U. the amount of €7 million. These lease agreements will expire on March 1, 2045.

License Agreement with Marca Grifols, S.L.

We entered into a license agreement with Marca Grifols, S.L. on January 26, 1993, that grants us the exclusive rights to use the “Grifols” trademark for 99 years. The license agreement provides that we must pay an annual royalty fee for the license, which is based on inflation and our net sales. The latest update of the agreement sets commission at 0.1% of Grifols’ consolidated sales. The fees for this license were €8 million, €8 million and €7 million in 2025, 2024 and 2023, respectively. On December 23, 2024, Marca Grifols became a related party to Grifols, S.A. after Ralledor Holding Spain, S.L., a significant shareholder of Grifols, S.A., acquired a 33% stake in Marca Grifols, S.L. Following the merger by absorption of Ralledor Holding Spain, S.L. into Deria, S.L. in 2025, Deria, S.L. (a significant shareholder of the Company represented at our Board by Mr. Raimon Grifols Roura and Mr. Víctor Grifols Deu) currently holds such 33% stake in Marca Grifols, S.L.

Advertising Agreement with Club Joventut Badalona, S.A.D.

On July 29, 2025, we entered into a sponsorship agreement with Club Joventut Badalona, S.A.D., an entity in which Scranton Enterprises B.V. (one of our major shareholders) is the majority shareholder. Pursuant to this agreement, we pay an annual fee to the club in exchange for exposure of our brand. We paid the amounts of €0.3 million , €0.3 million and €0.3 million in each of the years ended December 31, 2025, 2024 and 2023 in relation to this agreement and the prior advertising agreement entered into the parties on May 25, 2021.

Transactions with Endo Operations Limited

In 2025, Grifols, through our subsidiary, Laboratorios Grifols, S.A., generated income of €1 million from a series of Technology Transfer, Manufacturing and Supply Agreements entered into with companies of the Endo group. Mr. Paul S. Herendeen, who serves on our board of directors, held the position of director of the Endo group until July 31, 2025.

Charitable Contributions

In 2025, we contributed to three charitable foundations, the Víctor Grifols i Lucas Foundation, the J.A. Grifols Foundation and the Probitas Private Foundation, which were formed by us, and certain of our current officers serve as patrons of the Probitas Private Foundation. 156

Table of Contents The Víctor Grifols i Lucas Foundation provides grants to further the study of bioethics. It was created in 1998 with the mission of promoting bioethics through dialogue between specialists in a range of areas. The Víctor Grifols i Lucas Foundation seeks to foster ethical attitudes in organizations, companies and individuals active in the field of human health, offering a discussion platform that provides a forum for the exchange of different perspectives. Mr. Víctor Grifols i Lucas is our former Chief Executive Officer and is the father of both Mr. Raimon Grifols Roura, our Vice chairperson proprietary director, and Mr. Victor Grifols Roura, our Honorary Chairperson (non-member) of the Board. We contributed €0.5 million, €0.5 million and €0.4 million to the Víctor Grifols i Lucas Foundation in the years ended December 31, 2025, 2024 and 2023, respectively.

The J.A. Grifols Foundation provides support intended for civic, social, environmental or educational programs that address the needs of the communities where our plasma collection centers are located as a means to strengthen community bonds. It was established in 2008 with the mission of contributing to the health and well-being of plasma donors and the communities where they live. In the years ended December 31, 2025, 2024 and 2023, we contributed €0.5 million, €0.5 million and €0.4 million, respectively, to the J.A. Grifols Foundation.

The Probitas Private Foundation provides medical and sanitary assistance to international communities that lack medical and sanitary resources or that have an urgent and essential need for such services due to catastrophes. The Probitas Private Foundation was founded by us in 2008. Mr. Tomás Dagá Gelabert, one of our directors, was a patron of the Probitas Private Foundation until May 27, 2021. We contributed €5 million, €3 million and €1 million to the Probitas Private Foundation in the years ended 2025, 2024 and 2023, respectively.

Loans

Except as otherwise described above in this section, we have not extended any advances or loans to members of the Board or key management personnel nor have we assumed any guarantee commitments on their behalf. We also have not assumed any pension or life insurance obligations on behalf of former or current members of the Board or key management personnel.

C.	Interests of Experts and Counsel

Not Applicable.

Item 8.	FINANCIAL INFORMATION
A.	Consolidated Statements and Other Financial Information
---	---

Financial Statements

See our audited consolidated financial statements and the related notes starting on page F-1 of this annual report on Form 20-F.

Legal Proceedings

We are involved in various legal proceedings in the ordinary course of our business. In the event of adverse outcomes of these proceedings, we believe that resulting liabilities will either be covered by insurance or not have a material adverse effect on our financial condition or results of operations.

OFAC Request for Interpretative Guidance

Our subsidiary Biotest entered into product-supply agreements with five different Iranian entities, whereby the Iranian entities send plasma collected in Iran to Biotest for processing. Biotest then uses the plasma to manufacture pharmaceutical products for the Iranian entities, including IG products, albumin, Factor VIII and Factor IX. These product-supply agreements were entered into by Biotest prior to our acquisition of the company in 2022. See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting our Financial Condition and Results of Operations—Recent Acquisitions—Biotest Shares and Public Delisting Purchase Offer.” 157

Table of Contents On February 21, 2023, Grifols filed a request with the Licensing Division of the U.S. Office of Foreign Assets Control (“OFAC”) for interpretative guidance or, in the alternative, for license authorization, under the Iranian Transactions and Sanctions Regulations (“ITSR”), which restrict commercial interaction with Iran and its governmental entities and provide for sanctions in the case of failure to comply. In its filing, Grifols asserts that the ITSR should not apply in this case, but that if OFAC determines otherwise, that OFAC should authorize the issuance of a license permitting Biotest’s current activity involving Iran on humanitarian grounds. As of the date of this annual report on Form 20-F, we have not received a response from the OFAC’s Licensing Division.

We cannot assure you that OFAC will agree with our assertion that the ITSR should not apply or that it will issue the requested license. In such instance, we would have to terminate Biotest’s activities in Iran and may be subject to penalties. The termination of Biotest’s activities in Iran would not have a material adverse effect on our operations or financial condition.

Antitrust Approval of Biotest Pharmaceuticals Corporation Acquisition

In August 2018, the FTC issued a consent order which allowed the acquisition of 24 donor centers and required the divestiture of three centers to Kedrion. The consent order requires annual reports to be made to the FTC for a period of 10 years. We have delivered each annual compliance report since we completed the acquisition and there has been no further action by the FTC.

CFIUS Approval on certain transactions

In September 2019, as a consequence of the share exchange agreement we entered with Shanghai RAAS, Grifols and the Committee on Foreign Investments in the United States (“CFIUS”) entered into a National Security Agreement to ensure the protection of certain data obtained as required from donors of human source plasma collected in the United States and maintained in donor management systems (“DMS”), and pursuant to this agreement, we are obligated to make bi-annual compliance reports to CFIUS. Grifols has timely filed all such reports.

Executive Committee of the CNMV.

On September 25, 2024, the Executive Committee of the CNMV initiated an administrative sanctioning procedure in connection with the conclusions reached by the CNMV on March 21, 2024, in connection with the investigation conducted by the CNMV following the short seller reports published in 2024. The sanctioning procedure is for alleged potential infringements related to the submission of regulated financial information for the fiscal years ended December 2021, 2022 and 2023 and the six-month period ended June 30, 2023, as well as to certain alternative performance measures (“APMs”) included in our management reports for the same periods.

Due to the amounts involved, we do not consider this procedure material, as it will not have any impact on our financial and operating results. We formally submitted our defense against the sanction on November 7, 2024. On May 16, 2025, we requested the CNMV to conclude the administrative procedure and, on June 25, 2025, the CNMV issued a ruling imposing fines totaling €1,360,000 on Grifols and certain members of our directors. This ruling initiated a two-month period to commence the contentious-administrative procedure before the Spanish National High Court. We formally filed an appeal with the court on September 24, 2025 and such appeal was admitted for processing by decree dated October 7, 2025. As of the date of this annual report on Form 20-F, the National Court has not yet received the administrative file from the CNMV, and therefore Grifols has not been summoned to file the statement of claim. See Note 29 to our consolidated financial statements included in this annual report on Form 20-F.

See Item 5 of this part I, “Operating and Financial Review And Prospects—Factors Affecting Our Financial Condition and Results of Operations—Short Seller Reports” and “Operating and Financial Review And Prospects—Factors Affecting Our Financial Condition and Results of Operations—CNMV’s Investigation Conclusions and Administrative Sanction Procedure.”

Dividend Policy

Class A Shares

Our dividend policy is to pay out approximately 40% of our net consolidated profits. However, the New Credit Facilities and some other documents governing our financial indebtedness contain limitations on our ability to pay cash dividends in the ordinary course of business in accordance with our dividend policy depending on our debt levels and the availability of certain restricted payments baskets. For a further discussion of the terms of the New Credit Facilities and our other financing arrangements, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit.” 158

Table of Contents The declaration and payment of dividends is reviewed annually by the Board based upon a review of our balance sheet and cash flow, the ratio of current assets to current liabilities, our expected capital and liquidity requirements, the provisions of our governing documents and the provisions in our financing arrangements governing cash dividends. The payment of future dividend will be determined by the Board, based upon the factors described above and other factors that it deems relevant at the time that declaration of a dividend is considered. There can be no assurance as to whether or in what amounts any future dividend might be paid.

In addition, the availability of the reserves for distribution is subject to limitations under Spanish law. The distributable reserves of us and our Spanish subsidiaries are limited by the amount of mandatory reserves, which include, for us and each of our Spanish subsidiaries, the legal reserves and the amount of capitalized research and developments pending to be amortized by us and each of our Spanish subsidiaries. This limitation on distributable reserves due to capitalized research and developments expenditure amounted, on a consolidated basis, to €24 million at December 31, 2025.

Class B Shares

Each Class B share entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to €0.01 per Class B share, if the aggregate preferred dividend does not exceed the distributable profits for that year and provided that the distribution of dividends has been approved by our shareholders. In any given fiscal year, we will pay a preferred dividend to the holders of the Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of Class A shares. The preferred dividend on all issued Class B shares will be paid by us within the nine months following the end of that fiscal year, in an amount not to exceed the distributable profits obtained during that fiscal year. In 2025, we paid interim dividends of €0.15 gross per Class B share.

Dividend Payments

In 2025, we paid an interim cash dividend on August 13, 2025 of €0.15 gross per share (regardless of share class), for a total distribution of €102 million. In addition, our Board proposed that the profit of Grifols, S.A. for the year ended December 31, 2025 be distributed by allocating €31 million to voluntary reserves and distributing €161 million in dividends, consisting of €158 million of dividends (which includes the €102 million interim dividend already paid) and a mandatory preferred dividend of €3 million attributable to our Class B shares.

B.	Significant Changes

See Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Subsequent Events.”

Item 9.	THE OFFER AND LISTING
A.	Offer and Listing Details
---	---

Our Class A shares have been listed on the Spanish Stock Exchanges since we completed our initial public offering on May 17, 2006 and are quoted on the Spanish Automated Quotation System under the ticker symbol “GRF.”

Our Class B shares have been listed on the Spanish Stock Exchanges since June 2, 2011 and quoted on the Spanish Automated Quotation System under the ticker symbol “GRF.P.”

Our Class A ADSs are not listed on a national exchange and have traded on the Over-the-Counter Bulletin Board, an electronic stock listing service provided by NASDAQ, since July 2009.

Our Class B ADSs have been listed and traded on the NASDAQ Global Select Market under the symbol “GRFS” since June 2, 2011. Each Class B ADS represents one Class B share.

B.	Plan of Distribution

Not Applicable 159

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C.	Market

Our Class A shares have been listed on the Spanish Stock Exchanges since May 17, 2006 and are quoted on the Spanish Automated Quotation System under the ticker symbol “GRF.” Our Class B shares were issued as part of the consideration for the Talecris acquisition and were listed on the Spanish Stock Exchanges on June 2, 2011 and quoted on the Spanish Automated Quotation System under the ticker symbol “GRF.P.”

Our Class B ADSs have been listed and traded on the NASDAQ Global Select Market under the symbol “GFRS” since June 2, 2011.

Spanish Securities Market

The Spanish Stock Exchanges consist of four stock exchanges located in Madrid, Barcelona, Bilbao and Valencia. The majority of the transactions conducted on them are done through the Spanish Automated Quotation System. During 2025, the Spanish Automated Quotation System accounted for the majority of the total trading volume of equity securities on the Spanish Stock Exchanges.

Spanish Automated Quotation System

The Spanish Stock Exchange Interconnection System (Sistema de Interconexión Bursátil Español, or “SIBE”, hereinafter referred to as the Spanish Automated Quotation System) was introduced in 1989 and links the Spanish Stock Exchanges, providing those securities listed on it with a uniform continuous market that eliminates most of the differences among the Spanish Stock Exchanges. Its operation is currently governed by Sociedad de Bolsas Circular 1/2026, of January 12, 2026.

The principal feature of the system is the computerized matching of buy and sell orders at the time of entry of the order. Each order is executed as soon as a matching order is entered, but can be modified or canceled until executed. The activity of the market can be continuously monitored by investors and brokers. The Spanish Automated Quotation System is operated and regulated by the Sociedad de Bolsas, a corporation owned by the companies that manage the Spanish Stock Exchanges. All trades on the Spanish Automated Quotation System must be placed through a bank, brokerage firm, an official stock broker or a dealer firm member of a local exchange directly.

There is a pre-opening auction held from 8:30 a.m. to 9:00 a.m. CET (UTC+1) each trading day, during which orders are placed. The computerized trading hours (open session) are from 9:00 a.m. to 5:30 p.m. CET (UTC+1), when continuous trading is carried out. Each session ends with a five-minute auction, between 5:30 and 5:35 p.m. CET (UTC+1), with a random closedown of 30 seconds. The price resulting from each auction is the closing price of the session. Following the closing auction, there is also a short “trading at last” phase during which trades meeting certain conditions are executed at the official closing price.

On March 29, 2021, new rules came into effect regarding the functioning of the Spanish Automated Quotation System, which, among other things, regulates the maximum price fluctuations in the price of stocks. Under the new rules, each stock in the continuous market is assigned a static and a dynamic range within which the price can fluctuate. The price of a stock may rise or fall by its static range (which is public and calculated according to the stock’s average historic price volatility) above or below its opening price (which is the closing price of the previous session). When the stock trades outside of this range, the trading of the stock is suspended for five minutes, during which an auction takes place. After this auction, the price of the stock can once again rise or fall by its static range above or below its last auction price (which will be considered as the new static price before triggering another auction). Furthermore, the price of a stock cannot rise or fall by more than its dynamic price range (which is public and calculated according to the stock’s average intra-day volatility), from the last price at which it has traded. If the price variation exceeds the stock’s dynamic range, a five-minute auction is triggered.

Moreover, there is a block market (el mercado de bloques) allowing for block trades between buyers and sellers from 9:00 a.m. to 5:30 p.m. CET (UTC+1) during the trading session. Under certain conditions, this market allows cross-transactions of trades at prices different from prevailing market prices. Trading in the block market is subject to certain limits with regard to price deviations and volumes. 160

Table of Contents Between 5:40 p.m. and 8:00 p.m. CET (UTC+1), certain trades may occur benefiting from an exemption to the pre-trade transparency requirements.

Clearance and Settlement System

Until April 1, 2003, transactions carried out on the Spanish Stock Exchanges and the continuous market were cleared and settled through the Servicio de Compensación y Liquidación de Valores, S.A. (whose commercial name is Iberclear). Since April 1, 2003, the settlement and clearance of all trades on the Spanish Stock Exchanges, the Public Debt Market (Mercado de Deuda Pública), the AIAF Fixed Income Market (Mercado AIAF de Renta Fija) and the Market for Latin-American Stocks in Euros (Mercado de Valores Latinoamericanos en Euros) as well as any securities trading on other official regulated markets and multilateral trading systems that have appointed Iberclear for such purposes, have been made through Iberclear, which was formed as a result of a merger between the Servicio de Compensación y Liquidación de Valores, S.A and Central de Anotaciones del Mercado de Deuda Pública, which was managed by the Bank of Spain.

Book-entry System

Ownership of shares listed on any Spanish Stock Exchange is required to be represented by entries in a register maintained by Iberclear, and transfers or changes in ownership are effected by entries in such register. The securities register system is structured in two levels: the central registry managed by Iberclear, which keeps the securities balances of the participants, and a detailed registry managed by the participants where securities are listed by holder’s name.

Securities Market Legislation

The Spanish Securities Market Act (today known as Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión), or Securities Market Act, which first came into effect in 1989, among other things:

●	established an independent regulatory authority, the CNMV, to supervise the securities markets;
●	established a framework for the regulation of trading practices, tender offers and insider trading;
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●	required stock exchange members to be corporate entities;
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●	required companies listed on a Spanish Stock Exchange to file annual audited financial statements and to make public semi-annual financial information;
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●	established a framework for integrating quotations on the Spanish Stock Exchanges by computer;
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●	exempted the sale of securities from transfer and value added taxes;
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●	deregulated brokerage commissions as of 1992; and
---	---
●	provided for transfer of shares by book-entry or by delivery of evidence of title. The Securities Market Act was amended by, among others, Law 37/1998, which implemented two European Union directives that innovated the Securities Market Act. The first was the recognition that both Spanish and other European Union member state companies authorized to provide investment services have full access to the official secondary securities markets, with full capacity to operate, thereby enabling the direct admission of banking entities into the stock exchange area. The second innovation was that the scope of the Securities Market Act was enlarged to include a list of financial instruments, such as financial exchange contracts, or installment financial contracts, which expanded the categories of securities included.
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161

Table of Contents The Securities Market Act was further amended by Law 44/2002 (November 22, 2002) on reform measures of the financial system, which introduced certain modifications to the laws governing financial markets and corporations generally, including:

●	provisions requiring listed companies to establish an audit committee, redefining the reporting requirements for relevant events, establishing rules relating to the treatment of confidential and insider information and related party transactions, preventing manipulative and fraudulent practices with respect to market prices and otherwise regarding market transparency;
●	the establishment of Iberclear; and
---	---
●	the authorization of the Ministry of Economy and Finance (Ministerio de Economía y Hacienda) to regulate financial services electronic contracts.
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On July 17, 2003, the Securities Market Act was amended by Law 26/2003 in order to reinforce the transparency of listed companies. It introduced:

●	information and transparency obligations including detailed requirements of the contents of the corporate website of listed companies and the obligation to file with the CNMV an annual corporate governance report; and
●	the obligation to implement a series of corporate governance rules including, among others, regulations regarding the boards of directors and the general shareholders’ meeting.
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On March 11, 2005, Royal Decree Law 5/2005 was approved, modifying the Securities Market Act in order to implement Directive 2003/71/EC of the European Parliament and of the Council of the European Union, or Council, on the prospectus to be published when securities are offered to the public or admitted to trading. The Directive (i) harmonizes the requirements for the process of approval of prospectuses, which enables a prospectus to be valid throughout the European Union and (ii) incorporates the application of the country-of-origin principle later set forth in Spanish Royal Decree, or Royal Decree, 1362/2007.

Law 6/2007, of April 12, 2007, amended the Securities Market Act to modify the rules for takeover bids and for issuer transparency. This Law came into effect on August 13, 2007, and partially integrates into the Spanish legal system Directive 2004/25/EC of the European Parliament and of the Council, of April 21, 2004, on takeover bids and Directive 2004/109/EC of the European Parliament and of the Council, of December 15, 2004, on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC. This Law was further developed by Royal Decree 1066/2007, of July 27, 2007, on rules applicable to takeover bids for securities; by Royal Decree 1362/2007, of October 19, 2007, on transparency requirements for issuers of listed securities; and by Royal Decree 1698/2012, of December 21, 2012, to implement Directive 2010/73/EC of the European Parliament and of the Council, of December 24, 2010 (amending Directive 2003/71/CE and Directive 2004/109/EC).

Law 6/2007 (i) introduced several changes to the periodic financial information (annual, biannual and quarterly) to be published by issuers of listed securities and (ii) introduced new developments to the system that establishes the duty to provide notice of significant stakes in an enterprise. These duties include notification requirements such as:

●	anyone with a right to acquire, transfer or exercise voting rights granted by the shares, regardless of the actual ownership of the shares, and anyone owning, acquiring or transferring other securities or financial instruments that grant a right to acquire shares with voting rights must provide notice of the holding of a significant stake in accordance with the regulations;
●	directors of listed companies, in addition to providing notice of any transaction concerning the shares or other securities or financial instruments of the issuer that are linked to these shares, must inform the CNMV of their stake upon appointment or resignation; and
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●	listed companies must provide notice of transactions concerning their treasury shares in certain cases, which will be established in the developing regulations.
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162

Table of Contents Royal Legislative Decree 1/2010, of July 2, 2010, approved the Spanish Companies Act in order to consolidate and clarify the laws applicable to public limited companies, limited share partnerships and limited liability companies.

Law 2/2011, of March 4, 2011, on Sustainable Economy (Ley de Economía Sostenible) amended the Securities Market Act’s provisions related to the requirements for annual reports on corporate governance and management reports. The Law also made certain corporate governance and shareholder disclosure recommendations in the Spanish Unified Good Governance Code for Listed Companies (Código Unificado de Buen Gobierno de las Sociedades Cotizadas, the “CNMV Governance Code), regarding the composition of boards of directors and its committees and the qualification of directors as executive, proprietary or independent mandatory. The CNMV Governance Code for Listed Companies was approved in 2015 and further revised in June 2020 and is currently under review by the CNMV. It unified the recommendations and principles that are applicable to Spanish listed companies; removed some principles and recommendations of the CNMV Governance Code that were written into Spanish legislation and introduced some recommendations on the corporate social responsibility of listed companies.

Law 25/2011, of August 1, 2011, amended the Securities Market Act to implement Directive 2007/36/CE of the European Parliament and of the Council, regarding the exercise of certain rights of the shareholders of listed companies, to simplify and promote the right to information and shareholder voting rights.

Law 1/2012, of June 22, 2012, amended the Spanish Companies Act by making corporate websites mandatory for listed companies and introducing other new requirements regarding the creation, amendment, transfer and removal of corporate websites, as well as the obligations of directors arising in connection with the contents of such websites.

Regulation (EU) No. 596/2014, on market abuse (the “MAR”), and its implementing regulations, which was directly applicable in all European Union member states, came into force in 2016 with the aim to ensure that European Union regulation keeps pace with market developments in order to combat market abuse on financial markets as well as across commodity and related derivative markets.

Law 31/2014, of December 3, 2014, amended the Spanish Companies Act to improve the corporate governance practices, increase management efficiency and increase the transparency of companies listed on a Spanish Stock Exchange.

Regulation (EU) No. 2017/1129, of June 14, 2017 (the “Prospectus Regulation”), which was directly applicable in all European Union member states, came into full force in 2019 to regulate the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Royal Legislative Decree 19/2018, of November 23, 2018, on payment services and other urgent financial measures amends among others, the Securities Market Act in order to integrate into the Spanish legal system, and Regulation (EU) No. 596/2014, on market abuse. The main novelties introduced to the Securities Market Act are (i) the distinction between the concepts of inside information and relevant information, (ii) the removal of the obligation to have an internal code of conduct for securities markets and (iii) the reduction of the notification threshold of people with management responsibilities.

On December 28, 2018, the Spanish Commercial Code, the Companies Act and the Audit Act were amended by Law 11/2018 in order to reinforce the disclosure of non-financial and diversity information, among others, of listed companies. It introduced information and diversity obligations including (i) the obligation to prepare a non-financial information statement on environmental matters, social and employee-related matters, respect for human rights, anti-corruption and bribery matters and society matters and (ii) the obligation to ensure that the selection procedures for Company directors facilitate diversity in relation to age, disability and training as well as gender, experience and knowledge.

On June 26, 2020, the CNMV approved the partial review of the CNMV Governance Code. The review updated and adapted various recommendations of such code to various intervening legal amendments approved since its publication and clarified the scope of others that had raised certain doubts. The four key elements of the reform were: (i) promoting the presence of women in boards of directors; (ii) greater importance of non-financial information and sustainability; (iii) more attention to reputational risk and, in general, non-financial risks; and (iv) clarification of aspects related to the remuneration of the board members. 163

Table of Contents As a result of the amendment of the CNMV Governance Code referred to above, Circular 1/2020 of October 6, 2020, amended (i) Circular 5/2013 of June 12, 2013, by establishing a new template for the annual corporate governance report for listed public companies, savings banks and other entities that issue securities admitted for trading on official securities markets and (ii) Circular 4/2013 of June 12, 2013, by establishing a new template for the annual report on remuneration of directors of listed public companies and members of boards of directors and control committees of savings banks that issue securities admitted to trading on official securities markets.

Law 5/2021, of April 12, 2021, among other regulations, amended the Spanish Companies Act, as well as the Spanish Securities Market Act. The purpose of this law is to transpose into Spanish Law Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC with respect to the encouragement of long-term shareholder engagement in listed companies.

As a result of the amendment of the Spanish Companies Act and the Spanish Securities Market Act referred to above, Circular 3/2021 of September 28, 2021, amended (i) Circular 4/2013 of June 12, 2013, by establishing a new template for the annual report on remuneration of directors of listed public companies and members of boards of directors and control committees of savings banks that issue securities admitted to trading on official securities markets and (ii) Circular 5/2013 of June 12, 2013, by establishing a new template for the annual corporate governance report for listed public companies, savings banks and other entities that issue securities admitted for trading on official securities markets.

On May 26, 2022, Circular 2/2022 of the CNMV was approved. This circular establishes the new forms to be used to report significant shareholding in entities whose securities are admitted to trading on a regulated market and to report any transaction that an issuer makes with its treasury shares and includes certain new provisions applicable to market makers.

Law 6/2023, of March 17, 2023, approved the Securities Market Act, repealing the former securities market act from 2015. The new Securities Market Act contains certain adjustments in relation to the 2015 legislation meant to improve its organization and eliminate a number of inconsistencies. In order to develop the Securities Market Act, the following regulations were approved: (i) Royal Decree 813/2023, on the legal regime of investment services companies and other entities that provide investment services; (ii) Royal Decree 814/2023, on financial instruments, admission to trading, registration of negotiable securities and market infrastructures; and (iii) Royal Decree 815/2023, in relation to the official registries of the National Securities Market Commission, cooperation with other authorities and supervision of investment services companies.

The MAR and the Prospectus Regulation have been amended by Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 (the “Listing Act Regulation”). Among other things, the Listing Act Regulation updates certain disclosure requirements, streamlines prospectus disclosure for secondary issuances and broadens the available exemptions from the obligation to publish a prospectus. While many of the changes under the Listing Act took effect on December 4, 2024 and March 5, 2026, some provisions will not be applicable until June 5, 2026.

D.	Selling Shareholders

Not Applicable.

E.	Dilution

Not Applicable.

F.	Expense of the Issue

Not Applicable.

Item 10.	ADDITIONAL INFORMATION
A.	Share Capital
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Not Applicable. 164

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B.	Memorandum and Articles of Association

The following is a summary of the material terms of our Articles of Association and Board Regulations, as amended and currently in effect. This summary is not meant to be complete and is qualified in its entirety by reference to each of the Articles of Association and Board Regulations. Because this is a summary, it does not contain all the information that may be important to you. You should read the Articles of Association and Board Regulations carefully. The current Articles of Association are included as Exhibit 1.1 and Exhibit 1.2 (English translation) to this annual report on Form 20-F. The Articles of Association and the Board Regulations are also available on our website, which does not form part of this annual report on Form 20-F, at www.grifols.com under the headings “Investors—Corporate Governance—Articles of Association” and “Investors—Corporate Governance—Board of Directors, Regulations.”

The Articles of Association were originally approved and incorporated with the Commercial Registry on June 22, 1987. The Board Regulations were initially approved by the Board on April 5, 2006.

At the general shareholders’ meeting held on May 29, 2015, the shareholders voted to amend our Articles of Association on matters pertaining to corporate governance in order to ensure compliance with the amended Spanish Companies Act. The shareholders renewed the delegation of authority to the Board to effect a two-to-one split of the Class A and Class B shares, within one year following the date of the meeting, by reducing the nominal value and increasing the number of such shares, without changing the total nominal value of the share capital. Finally, the shareholders provided the Board authorization for the derivative acquisition of treasury stock thereby revoking and leaving without effect the authorization granted to the Board during the shareholder meeting on extraordinary matters held on January 25, 2011.

At the general shareholders’ meeting held on May 27, 2016, the shareholders voted to delegate to the Board, with full power of substitution in any of its members, the authority to increase the Company’s share capital at once or in several times and at any given moment, within a maximum term of five (5) years as from the date of the May 27, 2016, general meeting, and in an amount that in no case may exceed half of the Company’s share capital at the time of this authorization. Pursuant to this authorization, the share capital increases will be carried out, if appropriate, by issuing and placing in circulation the new shares (whether of Class A and Class B, exclusively Class A or exclusively Class B), with or without share premium, with a consideration consisting in cash contributions. As long as there are non-voting Class B shares in circulation, the capital increases will observe, when applicable, the provisions of the Company’s Articles of Association as regards the pre-emptive right of acquisition that may correspond in said capital increases. Likewise, as long as Class B shares hold the redemption rights foreseen in paragraph 4 of article 6.bis of the Articles of Association, the nominal value of the Class B shares that may be issued in the execution of this delegation of authorities cannot exceed one fourth of the total amount of the share capital resulting from the capital increase resolution.

At the general shareholders’ meeting held on May 26, 2017, the shareholders voted to amend our Articles of Association concerning the composition and functions of the Audit Committee, in order to conform its content to the latest amendments of the Companies Act introduced by the Audit Act currently in force. The shareholders also voted to amend the regulation of the general shareholders’ meeting, concerning the competences of the general shareholders’ meeting, in order to adapt its content to the latest amendments of the Companies Act, introduced by Law 5/2015 of promotion of business financing (Ley 5/2005 de fomento de la financiación empresarial), on matters of issuance of bonds and other securities. The amendment consists of eliminating the issuance of numbered series of bonds or other securities, whether convertible or not, that may recognize or create a debt expressly as a competence of the general shareholders’ meeting. The shareholders also renewed the delegation of authority to apply for the listing of the Class A shares on NASDAQ, via Class A ADSs, within three years following the date of the meeting.

At the general shareholders’ meeting held on May 24, 2019, the shareholders voted to amend our Articles of Association and the regulations of the general shareholders’ meeting with respect to the valid casting of votes through distance voting systems of the general shareholders’ meeting in order to extend the deadline for receipt of votes until immediately before midnight on the day prior to the date that the general shareholders’ meeting is scheduled at its first call or second call. 165

Table of Contents At the general shareholders’ meeting held on October 9, 2020, the shareholders voted to amend our Articles of Association and the regulations of the general shareholders’ meeting with respect to the right to attend, proxy granting and representation at the general shareholders’ meeting, with the purpose of expressly establishing the possibility of attending the general shareholders’ meeting by remote, simultaneous and bidirectional connection via telematics means. The shareholders also renewed the delegation of authority to the Board for the derivative acquisition of treasury stock, thereby revoking and voiding the authorization granted to the Board during the general shareholders’ meeting held on May 29, 2015. Such authorization is granted for a maximum term of five years. Further, the shareholders renewed the delegation of authority to apply for the listing of the Class A shares on NASDAQ, via Class A ADSs, within three years following the date of the meeting.

At the general shareholders’ meeting held on May 21, 2021, the shareholders voted to renew the delegation of authority to the Board to increase the company’s share capital, thereby revoking and voiding the authorization granted to the Board during the general shareholders’ meeting held on May 27, 2016. Such authorization is granted for a maximum term of five years as from the date of the general shareholders’ meeting.

At the general shareholders’ meeting held on June 10, 2022, the shareholders voted to amend our Articles of Association and regulations of the general shareholders’ meeting in order to conform their wording to the latest amendments of the Spanish corporate law rules and regulations, with amendments regarding (1) the right to attend, proxy granting and representation at the general shareholders’ meeting and the casting of votes through distance voting systems; (2) the remuneration of the Board of Directors; (3) the Audit Committee and annual accounts; (4) the information rights available for shareholders prior to the holding of the general meeting; and (5) the virtual attendance, distance voting and the minutes of the general shareholders’ meeting.

At the general shareholders’ meeting held on June 16, 2023, the shareholders voted to amend our Articles of Association in order to include the delivery of shares or shares options or amounts referred to the value of the shares, as remuneration to directors for the performance of executive duties. Further, the shareholders renewed the delegation of authority to apply for the listing of the Class A shares on NASDAQ, via Class A ADSs, until June 16, 2026.

At the general shareholders’ meeting held on June 14, 2024, the shareholders of Grifols voted to amend our Articles of Association in order to change the registered offices of the Company.

At the general shareholders’ meeting held on June 5, 2025, the shareholders voted to amend the regulations of the general shareholders’ meeting to adequate its content to the applicable law currently in force, as well as for introducing technical improvements in its wording. The shareholders also renewed the delegation of authority to the Board for the derivative acquisition of treasury stock, thereby revoking and voiding the authorization granted to the Board during the general shareholders’ meeting held on October 9, 2020. Such authorization will expire on June 5, 2030.

The Board, with full power of substitution in any of its members, has the authority to set the terms and conditions of the capital increases and the characteristics of the shares in all aspects not foreseen by the general shareholders’ meeting, as well as to freely offer the new unsubscribed shares within the term(s) of exercise of the pre-emptive right of subscription; establish that, in the event of an incomplete subscription, the share capital will be increased only in the amount of the subscriptions effectively carried out; redraft the articles of the Articles of Association related to share capital and number of shares; exclude, pursuant to the provisions of article 506 of the Companies Act, the pre-emptive right in the terms and conditions set forth therein and up to a maximum of 20% of the Company’s share capital; apply for, when appropriate, the listing of the shares issued pursuant to this authorization, as well as to carry out all the necessary actions and procedures and to file the documents that might be required before the competent bodies of the above-mentioned stock exchange markets, for admission to listing of the new shares issued as a consequence of the agreed capital increase; it is expressly put on record that Grifols agrees to be bound by already existing and future rules related to the Stock Exchange matters and, specially, as regards contracting, permanence and exclusion from official listing; request the inclusion of the new shares in the accounting registries of the company Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear).

The full text of the amendments to the Articles of Association detailed above is available on our website, which does not form part of this annual report on Form 20-F, at www.grifols.com under the heading “Investors—Corporate Governance.” 166

Table of Contents General

As of December 31, 2025, our share capital was €119,603,705 and comprised:

●	Class A shares: 426,129,798 ordinary shares with a par value of €0.25 each. All of the Class A shares belong to the same class and series.
●	Class B shares: 261,425,110 non-voting preference shares with a par value of €0.05 each. All of the Class B shares belong to the same class and series and have the preferential rights set forth in the Articles of Association.
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All of our shares are fully paid and non-assessable. Both share classes are issued in book-entry form, governed by the Securities Market Act, as amended, and such other provisions as may be applicable. The book-entry registry is maintained by Iberclear and its participant entities.

Register

We are a public limited trading company registered with the Commercial Registry of Barcelona. Our fiscal identification number is A-58389123.

Our registered and principal executive office is located at Avinguda de la Generalitat, 152-158 Parque Empresarial Can Sant Joan, 08174 Sant Cugat del Vallès, Barcelona, Spain. We were incorporated on June 22, 1987. Our fiscal year runs from January 1 to December 31.

Corporate Purpose

Article 2 of the Articles of Association states that our corporate purpose is to provide administration, management and supervision services of companies and businesses as well as investments in personal and real estate assets.

Board of Directors

Under Article 31 of the Board Regulations, a director shall abstain from attending or intervening in deliberations that affect matters in which he/she (or any person related to him/her) is personally involved, directly or indirectly. A director cannot carry out professional or commercial transactions with us, directly or indirectly, unless he/she previously informs the Board about the conflict of interest, and the Board, following a report from our Appointments and Remuneration Committee, approves the transaction.

Pursuant to the Policy on the Composition of the Board of Directors initially approved on February 22, 2019 and last amended on November 14, 2025, proposed by the Appointments and Remuneration Committee with the aim of formalizing the procedures and guidelines followed during the selection process of candidates to form part of the Board to favor an appropriate composition of the Board. This Policy pursues two main objectives: (i) to guarantee that any proposal for the appointment or re-election of the members of the Board is based on a prior analysis of the required competences by the Board and (ii) to support knowledge, experience, age and gender diversity.

Under Article 15 of the Board Regulations, the Appointments and Remuneration Committee will in all cases be fully composed of non-executive directors, two of which shall be independent directors, and the chairperson must be an independent director.

The Board, with the advice of the Appointments and Remuneration Committee, sets director compensation. As set forth in Article 20.bis of our Articles of Association the directors’ remuneration shall be approved by the general shareholders’ meeting and shall apply for a maximum of three fiscal years. New directors’ remuneration policies must be approved by the general shareholders’ meeting prior to the last year of applicability of the previous policy, and any new policies approved may apply from the date of approval up to the three following years if so determined by the general shareholders’ meeting. As set forth in Article 27 of the Board Regulations, non-executive directors should be excluded from receiving remuneration linked to our profits or welfare systems, other than shares in Grifols, that they must hold until their resignation as directors. Further, the establishment of equity compensation plans in which members of the Board participate must be authorized in the Articles of Association and requires the shareholders’ prior approval at a shareholders’ meeting. Additionally, the amount of non-executive directors’ remuneration should be calculated in order to incentivize dedication but not become an obstacle to independence. 167

Table of Contents For more information regarding related party transactions, see Item 7 of this Part I, “Major Shareholders and Related Party Transactions—B. Related Party Transactions.”

We do not impose an age limit requirement for the retirement or non-retirement of directors. We also do not impose a shareholding requirement for director qualification. Article 6 of the Board Regulations does provide, however, among other circumstances, that a director cannot qualify as an independent external director if he or she has a significant shareholding in us.

For information regarding the provisions of the Articles of Association as applied to the Board, see Item 6 of this Part I, “Directors, Senior Management and Employees—A. Directors and Senior Management—Directors” and “Directors, Senior Management and Employees—C. Board Practices.”

Shareholder Rights

The following summary of material considerations concerning our share capital briefly describes certain material provisions of the Articles of Association and Spanish law relating to our share capital. Because it is a summary, it is not meant to be complete, is qualified by reference to the applicable Spanish laws and our Articles of Association and does not contain all the information that may be important to you.

Neither Spanish law nor our Articles of Association limit the right to own our securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities.

Under Spanish law, the rights of shareholders may be changed only by an amendment to the articles of association of a company that complies with the requirements explained below under “—Class A Shares—shareholders’ meetings and Voting Rights.” Our Articles of Association do not further specify what actions or quorums are required to change the rights of our shareholders, other than that they classify an amendment thereto as an extraordinary matter, as described below in “—Class B Shares—Separate Vote at General Shareholder Meetings on Extraordinary Matters.”

Class A Shares

Shareholders’ Meetings and Voting Rights

Pursuant to Article 13 of our Articles of Association and the Spanish Companies Act, the annual general shareholders’ ordinary meeting shall be held during the first six months of each fiscal year on a date fixed by the Board. Resolutions presented at duly constituted general shareholders’ meetings are, except as indicated herein, passed by a simple majority vote of the voting capital present or represented at the meeting.

Extraordinary meetings may be called by the Board whenever it deems it appropriate or at the request of one or more shareholders representing at least 3% of our share capital. The requesting shareholders must state in their request the matters to be addressed at the meeting. Per Spanish Law and the Articles of Association, we are required to publish a “calling of the meeting,” which sets forth the matters to be voted on at each general shareholders’ meeting, at least one month prior to the date set for the meeting in at least: (i) the Official Gazette of the Commercial Registry (Boletín Oficial del Registro Mercantil) or one of the local newspapers of wide circulation in the province where we are domiciled (currently Barcelona, Spain); (ii) CNMV’s website; and (iii) our website.

Holders of ordinary and Class B shares duly registered in the book-entry records maintained by Iberclear and its participant entities at least five days prior to the day on which a shareholders’ meeting is scheduled, in the manner provided in the notice for such meeting, may attend such meeting (in person or represented by proxy) and, where so entitled, may vote. Holders of our Class B shares generally do not have voting rights, except with respect to certain extraordinary matters that require approval by a majority of our outstanding Class B shares, as set forth below in “—Class B Shares—Separate Vote at General Shareholder Meetings on Extraordinary Matters.”

For an ordinary or extraordinary general meeting of shareholders to be duly constituted on the first call, the presence in person or by proxy of shareholders representing 25% of our issued voting share capital is required to constitute a quorum and proceed. If a quorum is not obtained on the first call, a meeting is validly convened on the second call regardless of the share capital in attendance. 168

Table of Contents Under Spanish law, the following shareholder actions require approval by the affirmative vote of the holders of a majority of our Class A shares present in person or represented by proxy at a duly constituted meeting of holders of our Class A shares at which meeting, if (i) on first call, a quorum of at least 50% of the issued voting share capital is present or represented by proxy or (ii) on second call, a quorum of at least 25% of the issued voting share capital is present or represented by proxy (unless on such second call less than 50% of the issued voting share capital is present or represented by proxy, in which case those matters require the affirmative vote of at least two-thirds of the share capital present or represented at such meeting):

●	the issuance of bonds;
●	an increase or reduction of the share capital, or the suppression/limitation of pre-emptive rights in issuances of new shares;
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●	the transformation of Grifols (change in corporate nature);
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●	a merger, de-merger, split, spin-off or other structural change subject to Royal Decree-law 5/2023 of 28 June, 2023;
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●	any other amendment of the Articles of Association; and
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●	a dissolution.
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For purposes of determining the quorum, those shareholders who vote by mail or through the internet are counted as being present at the meeting, as provided by the regulations of the general shareholders’ meeting of Grifols, S.A (Reglamento de la Junta General de Accionistas). Such regulations are available on our website, which does not form part of this annual report on Form 20-F, at www.grifols.com under the heading “Investors—Corporate Governance—Shareholders’ General Meeting—Regulations of the general shareholders’ meeting.”

In general, resolutions passed at a general shareholders’ meeting are binding upon all shareholders. In very limited circumstances, Spanish law gives dissenting or absent shareholders, including those holding Class B shares, the right to have their Grifols’ shares redeemed by us at prices determined in accordance with established formulas or criteria.

Dividends

Payment of dividends must be proposed by the Board and authorized by our shareholders at a general shareholders’ meeting. Interim dividends may be declared by the Board on account of profits for the then current fiscal year, subject to certain limitations.

Spanish law requires each company to apply at least 10% of its net income each year to a legal reserve until the balance of such reserve is equivalent to at least 20% of such company’s issued share capital. A company’s legal reserve is not available for distribution to its shareholders except upon such company’s liquidation. According to Spanish law, dividends may only be paid out of profits (after deduction of any amounts required to be applied to the legal reserve) or distributable reserves and only if the value of a company’s net worth is not, and as a result of distribution would not be, less than such company’s share capital.

In addition, no profits may be distributed unless the amount of the distributable reserves is at least equal to the amount of research and development expenses recorded as an asset on a company’s consolidated balance sheet.

Spanish law also requires the creation of a non-distributable reserve equal to the amount of goodwill recorded as an asset on a company’s consolidated balance sheet and that an amount at least equal to 5% of such goodwill be transferred from the profit from each financial year to such non-distributable reserve until such time as the non-distributable reserve is of an amount at least equal to the goodwill recorded on such company’s consolidated balance sheet. If, in any given financial year, there are no or insufficient profits to transfer an amount equal to 5% of the goodwill recorded as an asset on a company’s consolidated financial statement, Spanish law requires that the shortfall be transferred from freely distributable reserves to the non-distributable legal reserve.

In the event of a reduction in share capital to offset losses, dividends may not be distributed until the legal reserve reaches 10% of the new share capital. 169

Table of Contents Distributions of dividends to our Class A shareholders will be made in proportion to the capital that they have paid up. The shareholders at the general shareholders’ meeting shall decide the amount, time and form of payment of the dividends. If these details are not so determined, the dividend will be payable at our registered office on the day following the date of the resolution.

The right to a dividend lapses and reverts to us if it is not claimed within five years after it becomes payable. Dividends payable by us to non-residents of Spain may be subject to a Spanish withholding tax of 19%, effective January 1, 2016. However, residents of certain countries are entitled to the benefits of the Convention Between the United States of America and the Kingdom of Spain for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as described below in “—E. Taxation—Spanish Tax Considerations.”

As set forth below under “—Class B Shares—Preferred Dividend,” since the issuance of our Class B shares, the dividend rights of our Class A shareholders have been subordinated to the €0.01 per share preferred dividend of our Class B shares.

Liquidation Rights

Upon our winding-up and liquidation, holders of our Class A shares and Class B shares will be entitled to receive a pro rata portion of any assets remaining after the payment of our debts, taxes and the expenses of the liquidation as follows: (i) before any amount is distributed to the holders of Class A shares, the holders of Class B shares will receive the nominal value and share premium paid up for such Class B shares at the time of issuance and (ii) once such liquidation preference is received, the holders of the Class A shares and Class B shares will share pari passu in the amounts distributed.

Subscription (or Preemptive) Rights and Increases of Share Capital

Pursuant to the Spanish Companies Act, shareholders and holders of convertible bonds have subscription (or preemptive) rights to subscribe for any new shares (or other securities convertible into, or exchangeable for, shares) issued by a company in a capital increase via monetary contributions.

In accordance with the Spanish Companies Act, such subscription (or preemptive) rights may be waived under special circumstances by a resolution passed at a meeting of shareholders or the Board (such as when we listed on the Spanish Stock Exchanges), and the general shareholders’ meeting delegates to the Board the right to increase the share capital or to issue securities convertible into, or exchangeable for, shares and to waive subscription (or preemptive) rights). See Item 3 of this Part I, “Key Information—D. Risk Factors—Risks Relating to Our Shares and American Depositary Shares—Subscription (or preemptive) rights may be unavailable to U.S. holders of our shares or ADSs.”

Further, subscription (or preemptive) rights, in any event, will not be available in the event of certain capital increases, such as those in which we receive an in-kind contribution, those effected to meet the requirements of a convertible bond issue or those for a merger in which shares are issued as consideration. Subscription (or preemptive) rights are transferable, may be traded on the Spanish Automated Quotation System and may be of value to existing shareholders because new shares may be offered for subscription at prices lower than prevailing market prices. In the case of a share capital increase against reserves, the same rule applies to the free allotment (derecho de asignación gratuita) rights.

Finally, as described below in “—Class B Shares—Subscription Rights,” in connection with an issuance of securities where subscription (or preemptive) rights apply, our Class B shares may only be granted preemptive rights with respect to additional Class B shares if our Class A shares are granted preemptive rights with respect to additional Class A shares. The preemptive rights of each class must be otherwise equal.

Registration and Transfers

Our Class A shares are in book-entry form on Iberclear and are indivisible. Joint holders of one share must designate a single person to exercise their shareholders’ rights, but they are jointly and severally liable to us for all the obligations flowing from their status as shareholders, such as the payment of any pending capital calls.

Iberclear maintains the central registry reflecting the number of shares held by each of its participant entities. Each participant entity, in turn, maintains a registry of the owners of such shares. 170

Table of Contents Transfers of shares quoted on the Spanish Stock Exchanges are normally made through credit entities or investment companies that are members of the Spanish Stock Exchanges.

Reporting Requirements

Pursuant to Royal Decree 1362/2007, any individual or legal entity that, by whatever means, acquires or transfers shares with voting rights in a company for which Spain is listed as the Country of Origin (Estado Miembro) (as defined therein) and which is listed on an official secondary securities market or other regulated market in the European Union must notify the issuer and the CNMV, if, as a result of such transaction, the proportion of voting rights held by that individual or legal entity reaches, exceeds or thereafter falls below a 3% threshold of that company’s total voting rights. The notification obligations are also triggered at thresholds of 5% and multiples thereof (excluding 55%, 65%, 85%, 95% and 100%). The applicable threshold is 1% (or its successive multiples thereof) for persons or entities located in designated “tax havens” (as defined in Royal Decree 1080/1991) or other jurisdictions lacking adequate supervision.

The individual or legal entity obliged to provide the notification must serve the notification by means of the form approved by the CNMV from time to time for such purpose, within four business days from the date on which the transaction is acknowledged. Royal Decree 1362/2007 deems that a transaction is “acknowledged” within two business days from the date on which such transaction is entered into.

The reporting requirements apply not only to the purchase or transfer of voting shares, but also to those transactions in which, without a purchase or transfer, the proportion of voting rights of an individual or legal entity reaches, exceeds or thereafter falls below the threshold that triggers the obligation to report as a consequence of a change in the total number of voting rights of a company on the basis of the information reported to the CNMV and disclosed by such individual or legal entity.

Regardless of the actual ownership of the voting shares, any individual or legal entity with a right to acquire, transfer or exercise voting rights of the shares, and any individual or legal entity that owns, acquires or transfers, whether directly or indirectly, other securities or financial instruments that grant a right to acquire shares with voting rights, will also have an obligation to notify us and the CNMV of the holding of a significant stake in accordance with the regulations.

Furthermore, all members of the Board must report to both us and the CNMV the percentage and number of voting rights in Grifols held by them at the time of becoming or ceasing to be a member of the Board. All members of the Board must also report any change in the percentage of voting rights they hold, regardless of the amount, as a result of any acquisition or disposition of our shares or voting rights, or financial instruments that carry a right to acquire or dispose of shares that have voting rights attached, including any stock-based compensation that they may receive pursuant to any of our compensation plans.

In addition, pursuant to the Securities Market Act, any member of the Board and any parties closely related to any member of the Board must similarly report any acquisition or disposal of our shares (in this case, either Class A or Class B shares), derivatives or other financial instruments relating to our shares regardless of the size, including information on the percentage of voting rights which they hold as a result of the relevant transaction within five business days of such transaction. In this respect, Regulation (EU) No. 596/2014, on market abuse, introduces certain changes as regards notifications from directors. From a practical viewpoint, the transactions that may be notified are broadened, the notification period is reduced from 5 to 3 business days and the prohibition against directors and executives to trade during 30 calendar days before the publication of an interim or annual financial report (restricted periods or “blackouts”) is regulated. Royal Decree-Law 19/2018, which amends the Securities Market Act and implements Regulation (EU) No. 594/2014, on market abuse, establishes that persons discharging managerial responsibilities, as well as persons closely associated with them, must report to Grifols and the CNMV any acquisition or disposal of our shares (in this case, either Class A or Class B shares), derivatives or other financial instruments relating to our shares, once the sum of the amounts of all transactions made within a calendar year reaches the amount of €20,000.

Additional disclosure obligations apply in respect of voting agreements. In this respect, the Spanish Companies Act requires parties to disclose certain types of shareholders’ agreements that affect the exercise of voting rights at a general shareholders’ meeting or contain restrictions or conditions on the transferability of shares or bonds that are convertible or exchangeable into shares. 171

Table of Contents Moreover, persons holding a net aggregate short position in our shares must report the short position to the CNMV on a confidential basis whenever it reaches 0.2% and notify the CNMV of any subsequent decrease or increase by 0.1% (and successive multiples thereof) within the day immediately following the relevant trade. The CNMV publishes individual net short positions of 0.5% or more and aggregate information on net short positions between 0.2% and 0.5%.

The Articles of Association do not contain additional provisions governing the ownership threshold above which shareholder ownership must be disclosed.

Class B Shares

Our Class B shares have substantially similar dividend and other economic rights as our Class A shares, summarized above in “—Class A Shares,” but differ from the Class A shares in some important respects that are outlined below.

Voting Rights

Holders of our Class B shares generally do not have voting rights, except with respect to certain extraordinary matters, with respect to which approval by a majority of our outstanding Class B shares is required.

Separate Vote at General Shareholder Meetings on Extraordinary Matters

Notwithstanding the lack of voting rights of our Class B shares generally, resolutions on the matters detailed below (each, an “extraordinary matter”) require the approval of a majority of our outstanding Class B shares.

●	Any resolution (i) authorizing us or any of our subsidiaries to repurchase or acquire any of our Class A shares, except for pro rata repurchases available equally to holders of our Class B shares on the same terms and at the same price as offered to holders of our Class A shares or (ii) approving the redemption of any of our shares and any share capital reductions (through repurchases, cancellation of shares or otherwise), other than (a) those redemptions required by law and (b) those redemptions which affect equally our Class A shares and Class B shares and in which each Class B share is treated the same as a Class A share in such transaction.
●	Any resolution approving the issuance, granting or sale (or authorizing the Board to issue, grant or sell) (i) any of our shares, (ii) any rights or other securities exercisable for or exchangeable or convertible into our shares or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchase, convert, subscribe or otherwise receive any of our securities, except if (a) each Class B share is treated the same as a Class A share in the relevant issuance, grant or sale and, therefore, has a preferential subscription right (derecho de suscripción preferente) or a free allotment right in the relevant issuance, grant or sale to the same extent, if any, as a Class A share or (b) if the issuance is made in accordance with the subscription rights described in “— Subscription Rights” below.
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●	Any resolution approving unconditionally or not (i) a transaction subject to Law 3/2009 (including, without limitation, a merger, split-off, cross-border redomiciliation or global assignment of assets and liabilities), except if in such transaction each Class B share is treated the same as a Class A share or (ii) our dissolution or winding-up, except where such resolution is required by law.
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●	Any resolution for the delisting of any Grifols shares from any stock exchange.
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●	Generally, any resolution and any amendment of the Articles of Association that directly or indirectly adversely affects the rights, preferences or privileges of our Class B shares (including any resolution that adversely affects our Class B shares relative to our Class A shares or that positively affects our Class A shares relative to our Class B shares, or that affects the provisions in the Articles of Association relating to our Class B shares).
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Table of Contents The general shareholders’ meeting has the power to decide on all matters assigned to it by law or by the Articles of Association and, in particular, without limitation to the foregoing, shall be the only corporate body or office entitled to decide on these extraordinary matters.

Preferred Dividend

Each of our Class B shares entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to €0.01 per Class B share. In any given fiscal year, we will pay a preferred dividend to the holders of our Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of our Class A shares. The preferred dividend on all issued Class B shares will be paid by us within the nine months following the end of that fiscal year, in an amount not to exceed the distributable profits obtained by us during that fiscal year.

If, during a fiscal year, we have not obtained sufficient distributable profits to pay in full, out of those profits, the preferred dividend on all the Class B shares outstanding, the preferred dividend amount exceeding the distributable profits obtained by us will not be paid and will not be accumulated as a dividend payable in the future.

Lack of payment, total or partial, of the preferred dividend during a fiscal year due to insufficient distributable profits to pay in full the preferred dividend for that fiscal year will not cause our Class B shares to recover any voting rights.

As set forth above in “—Class A Shares—Dividends,” the dividend rights of our Class A shareholders are subordinated to the preferred dividend described in this section.

Other Dividends

Each Class B share is entitled to receive, in addition to the preferred dividend referred to above, the same dividends and other distributions (in each case, whether in cash, securities of Grifols or any of our subsidiaries, or any other securities, assets or rights) as one Class A share. Each Class B share is treated as one Class A share for the purpose of any dividends or other distributions made on our Class A shares, including as to the timing of the declaration and payment of any such dividend or distribution.

Redemption Rights

Each holder of our Class B shares is entitled to redeem those shares as set forth in this section if a tender offer for all or part of our share capital is made and settled (in whole or in part), except if holders of our Class B shares were entitled to (i) participate in such offer and (ii) have their shares acquired in such offer equally and on the same terms as holders of our Class A shares (including, without limitation, for the same consideration).

Upon the closing and settlement (in whole or in part) of a tender offer for our shares in which holders of our Class B shares were not entitled to (i) participate and (ii) have their shares acquired in such offer equally and on the same terms as holders of our Class A shares (including, without limitation, for the same consideration), the redemption process will follow the process detailed below.

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We will, within ten days of the date on which the redemption event occurred (i.e., the date on which the triggering tender offer settled), publish in the Commercial Registry Gazette, the Spanish Stock Exchanges’ Gazettes and in at least two of the newspapers with widest circulation in Barcelona an announcement informing the holders of our Class B shares of the redemption event and the process for the exercise of redemption rights in connection with such redemption event.

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Each holder of our Class B shares will be entitled to exercise its redemption right for two months from the first date of settlement of the tender offer triggering the redemption right by notifying us of its decision. We will ensure that mechanisms are in place so that the notification of the exercise of the redemption right may be made through Iberclear.

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The redemption price to be paid by us for each Class B share for which the redemption right has been exercised will be the sum of (i) the amount in euro of the highest consideration paid in the tender offer triggering the redemption right plus (ii) interest on the amount referred to in (i), from the date such tender offer is first settled until the date of full payment of the redemption price, at a rate equal to the one-year EURIBOR plus 300 basis points. For the purposes of this calculation, the amount in euro corresponding to any non-cash consideration paid in the tender offer will be the market value of such non-cash consideration as of the date the tender offer is first settled. The calculation of such market value shall be supported by at least two independent experts designated by us from auditing firms of international repute.

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We will, within 40 days of the date on which the period for notification of the exercise of redemption rights following a tender offer lapses, take all the necessary actions to (i) effectively pay the redemption price for our Class B shares for which the redemption right has been exercised and complete the capital reduction required for the redemption and (ii) reflect the amendment to Article 6 of the Articles of Association (related to share capital) deriving from the redemption.

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The number of our Class B shares redeemed shall not represent a percentage over our total Class B shares issued and outstanding at the time the tender offer is made in excess of the percentage that the sum of our Class A shares (i) to which the tender offer is addressed, (ii) held by the offerors in that offer and (iii) held by persons acting in concert with the offerors or by persons having reached an agreement relating to the offer with the offerors represent over the total Class A shares issued and outstanding at the time the tender offer causing the redemption of our Class B shares is made.

Payment of the redemption price will be subject to us having sufficient distributable reserves but, after a tender offer occurs and until the redemption price for our Class B shares is paid in full, we will not be able to declare or pay any dividends nor any other distributions to our shareholders (in each case, whether in cash, securities of Grifols or any of our subsidiaries, or any other securities, assets or rights).

Liquidation Rights

Each Class B share entitles its holder to receive, upon our winding-up and liquidation, an amount equal to the sum of (i) the nominal value of such Class B share and (ii) the share premium paid up for such Class B share when it was subscribed for.

We will pay the liquidation amount to the holders of our Class B shares before any amount on account of liquidation is paid to the holders of our Class A shares.

Each of our Class B shares entitles its holder to receive, in addition to the liquidation preference amount, the same liquidation amount paid for a Class A share.

Subscription Rights

Each Class B share entitles its holder to the same rights (including preferential subscription rights and free allotment rights) as one Class A share in connection with any issuance, granting or sale of (i) any shares in Grifols, (ii) any rights or other securities exercisable for, exchangeable or convertible into shares in Grifols or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchase, convert, subscribe or otherwise receive any securities in Grifols.

As an exception, the preferential subscription rights and the free allotment rights of the Class B shares will only be for new Class B shares or for instruments giving the right to purchase, convert, subscribe for or otherwise receive Class B shares, and the preferential subscription right and the free allotment right of an Class A share will only be for new Class A shares or for instruments giving the right to purchase, convert, subscribe or otherwise receive Class A shares, for each capital increase or issuance that meets the following three requirements: (i) the issuance of Class A shares and Class B shares is in the same proportion of our share capital as they represent at the time the resolution on the capital increase is passed; (ii) grants of preferential subscription rights or free allotment rights, as applicable, to the Class B shares for the Class B shares are under the same terms as the preferential subscription rights or free allotment rights, as applicable, granted to the Class A shares for the Class A shares; and (iii) no other shares or securities are issued. 174

Table of Contents Registration and Transfers

Class B shares are in book-entry form on Iberclear and are indivisible, as indicated with respect to Class A shares above in “—Class A Shares—Registration and Transfers.”

Change in Control

The Articles of Association do not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of Grifols.

Changes in Share Capital

Changes in share capital are considered extraordinary matters and must be approved by our shareholders in accordance with the procedures explained above in “—Class A Shares—shareholders’ meetings and Voting Rights” and “—Class B Shares—Separate Vote at General Shareholder Meetings on Extraordinary Matters.”

A capital increase may be effected by issuing new shares or by increasing the par value of existing shares. A capital reduction may be effected by reducing the par value of existing shares or by redeeming or repurchasing existing shares.

426,129,798 Class A Shares are currently issued and outstanding with a par value of €0.25 per share and 261,425,110 Class B Shares are currently issued and outstanding with a par value of €0.05 per share. As of December 31, 2025, our total share capital stands at €119,603,705.

Sinking Fund

The Articles of Association do not contain any sinking fund provisions.

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C.	Material Contracts

The following contracts have been entered into by us within the two years immediately preceding the date of this annual report on Form 20-F or contain provisions under which we or another member of the Grifols Group has an obligation or entitlement that is material to us:

2021 Notes

For a summary of the material terms of the 2021 Notes, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—The 2021 Notes.”

April 2024 Notes

For a summary of the material terms of the April 2024 Notes, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—The April 2024 Notes.”

December 2024 Notes

For a summary of the material terms of the December 2024 Notes, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—The December 2024 Notes.”

New Credit Facilities

For a summary of the material terms of the New Credit Facilities, see Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—New Credit Facilities.”

Acquisitions

For a summary of the material terms of our acquisitions substantially completed in 2025, 2024 and 2023, see Item 5 of this Part I, “Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Acquisitions.”

D.	Exchange Controls

Restrictions on Foreign Investment

Under present regulations, foreign investors may transfer invested capital, capital gains and dividends out of Spain without limitation on the amount other than applicable taxes. Law 19/2003, of July 4, 2003, as amended, updated Spanish exchange control and money laundering prevention provisions, by recognizing the principle of freedom of the movement of capital between Spanish residents and nonresidents unless they fall within the scope of article 7 bis of Law 19/2003, enacted in December 2022 through Royal Decree-Law 20/2022, or — solely with respect to investments in the defense sector — article 18 of Royal Decree 571/2023, of July 4, 2023.

The law establishes procedures for the declaration of capital movements for purposes of administrative or statistical information and authorizes the Spanish government to take measures which are justified on grounds of public policy or public security and public health. Article 7 bis of Law 19/2003 establishes a screening mechanism for certain investments made by non-E.U. and non-EFTA residents, based on public order, public health and public security reasons. It also provides the mechanism to take exceptional measures with regard to third countries if such measures have been approved by the European Union or by an international organization to which Spain is a party.

Violating the screening mechanism can invalidate transactions, with fines up to the value of the investment. Non-Spanish foreign investors, excluding those in tax havens, must notify the Spanish Registry of Foreign Investments post-investment for statistical, economic and administrative purposes (as established in Royal Decree 571/2023, of July 4). Residents of tax havens require prior and subsequent notifications, except in specific cases. Additional regulations apply to certain industries such as air transportation, mining, and defense-related activities. E.U. residents are generally exempt from these restrictions, except in defense-related sectors and the manufacturing of weapons and explosives for non-military purposes. 176

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Law 10/2010, on the prevention of money laundering and funding of terrorism, was adopted on April 28, 2010 and entered into force on April 30, 2010. This Law requires a person moving (i) paper money and coins in any currency, (ii) bearer checks in any currency or (iii) any other physical medium, including electronic media, designed for use as payment to the bearer to declare such payment to the Spanish exchange control authorities if it exceeds €10,000 (or the foreign currency equivalent).

E.	Taxation

In General

Treatment of Holders of ADSs

This section describes the material United States federal income and Spanish tax consequences of owning shares or ADSs. It applies to you only if you hold your shares or ADSs as capital assets for tax purposes. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:

●	a dealer in securities;
●	a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
---	---
●	a tax-exempt organization;
---	---
●	a life insurance company;
---	---
●	a person liable for alternative minimum tax under the Code (as defined below);
---	---
●	a person that actually or constructively owns 10% or more of our voting stock;
---	---
●	a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction; or
---	---
●	a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar.
---	---

This section is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed regulations, published rulings and court decisions, in each case as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, as well as the tax laws of Spain and regulations thereunder and the Convention Between the United States of America and the Kingdom of Spain for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, or the Treaty, in each case as in effect as of the date hereof and subject to change.

You are a “U.S. Holder” if you are a beneficial owner of shares or ADSs and you are:

●	a citizen or resident of the United States;
●	a corporation or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
---	---
●	an estate whose income is subject to United States federal income tax regardless of its source; or
---	---
●	a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
---	---

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Table of Contents An “eligible U.S. Holder” is a U.S. Holder that:

●	is a resident of the United States for purposes of the Treaty;
●	does not maintain a permanent establishment or fixed base in Spain to which shares or ADSs are attributable and through which the U.S. Holder carries on or has carried on business (or, in the case of an individual, performs or has performed independent personal services); and
---	---
●	is otherwise eligible for benefits under the Treaty with respect to income and gain from the shares or ADSs.
---	---

A “non-U.S. Holder” is a beneficial owner of shares or ADSs that is not a U.S. Holder.

In addition, if a partnership (including any entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of shares or ADSs, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of shares or ADSs that is a partnership, and partners in such partnership, should consult their own tax advisors regarding the tax consequences of owning and disposing of shares or ADSs.

You should consult your own tax advisor regarding the United States federal, state and local and the Spanish and other tax consequences of owning and disposing of shares and ADSs in your particular circumstances. In particular, you should confirm your status as an eligible U.S. Holder with your advisor and should discuss any possible consequences of failing to qualify as an eligible U.S. Holder.

This discussion addresses only United States federal income taxation and Spanish income taxation, gift and inheritance taxation, wealth taxation and transfer taxation.

Treatment of Holders of ADRs

In general, and taking into account the earlier assumptions, for United States federal income and Spanish tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to United States federal income or to Spanish tax.

Spanish Tax Considerations

This discussion of Spanish tax consequences applies only to owners of ADSs or shares who are eligible U.S. Holders. The following is a summary of material Spanish tax matters and is not exhaustive of all the possible tax consequences to individuals or entities of the acquisition, ownership and disposition of ADSs or shares.

Taxation of Dividends

Under Spanish law, including Royal Legislative Decree 5/2004, of March 5, 2004, as amended by Law 26/2014 (which is effective from January 1, 2015), on the Non-Resident Income Tax Law, dividends paid by a Spanish resident company to a holder of ordinary shares or ADSs not residing in Spain for tax purposes and not operating through a permanent establishment in Spain are subject to Spanish Non-Resident Income Tax of 19%.

We will levy an initial withholding tax on the gross amount of dividends at a 19% tax rate, following the procedures set forth by the Spanish Ministerial Order, or Order, of April 13, 2000. However, under the Treaty and subject to the fulfillment of certain requirements, individuals and entities may be entitled to a reduced rate of 15%.

To benefit from the Treaty’s reduced rate of 15%, an individual or entity must provide the depositary with a certificate from the U.S. Internal Revenue Service, or IRS, stating that, to the knowledge of the IRS, it is a resident of the United States within the meaning of the Treaty. The IRS certificate may be obtained by filing an IRS Form 8802 and is valid for a period of one year from the date of issue, unless it includes a specific year for which a tax resident is considered, in which case the certificate will be deemed applicable during that year. 178

Table of Contents According to the Order of April 13, 2000, to get a direct application of the Treaty’s reduced rate of 15%, the certificate referred to above must be provided to the depositary before the tenth day following the end of the month in which the dividends were distributable by us. If an individual or entity fails to timely provide the depositary with the required documentation, it may obtain a refund of the 4% in excess withholding that would result from the Spanish tax authorities in accordance with the procedures below.

Spanish Refund Procedure

According to Royal Decree 1776/2004, of July 30, 2004, as amended, which further develops the Royal Legislative Decree 5/2004 on the Non-Resident Income Tax Law, a refund of the amount withheld in excess of the rate provided by the Treaty can be obtained from the relevant Spanish tax authorities. An eligible U.S. Holder may pursue the refund claim by filing all of the following:

●	a Spanish 210 Form;
●	the certificate from the IRS referred to above in “—Taxation of Dividends;” and
---	---
●	evidence that non-resident income tax was withheld with respect to it.
---	---

The Spanish Revenue Office must make the refund within six months after the refund claim is filed. If such period lapses without receipt of the refund, the holder is entitled to receive interest for late payment on the amount of the refund claimed.

The refund claim must be filed within four years of the date on which the withheld tax was collected by the Spanish tax authorities. According to Order EHA/3316, of December 17, 2010, for dividends paid as of January 2011, the 210 Form must be filed as from February 1st of the calendar year following the year in which the dividend was paid.

Individuals and entities are urged to consult their own tax advisers regarding refund procedures and any U.S. tax implications of refund procedures.

Taxation of Capital Gains

Under Spanish law, any capital gains derived from securities issued by persons residing in Spain for tax purposes are considered to be Spanish source income and, therefore, are taxable in Spain. For U.S. residents, income from the sale of ADSs or shares will be treated as capital gains for Spanish tax purposes. Spanish Non-Resident Income Tax is levied at a 19% rate on capital gains realized by persons not residing in Spain for tax purposes who are not entitled to the benefit of any applicable treaty for the avoidance of double taxation. Capital gains and losses will be calculated separately for each transaction and losses may not be offset against capital gains.

Notwithstanding the above, capital gains derived from the transfer of shares on an official Spanish secondary securities market by any holder who is a resident of a country that has entered into a treaty for the avoidance of double taxation with Spain containing a clause of “exchange of information” (as defined in Law 36/2006, of November 30, 2006, related to measures to prevent tax fraud) will be exempt from taxation in Spain. In addition, under the Treaty, capital gains realized by an individual or entity upon the disposition of ADSs or shares will not be taxed in Spain. An individual or entity is required to establish that it is entitled to this exemption by providing to the relevant Spanish tax authorities an IRS certificate of residence in the United States, together with the appropriate Spanish 210 tax form, between January 1st and January 20th of the calendar year following the year in which the transfer of shares took place. 179

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Spanish Wealth Tax

Individuals not resident in Spain for tax purposes who hold shares or ADSs located in Spain are subject to the Spanish wealth tax (Law 19/1991), which imposes a tax on property and rights located in Spain or that can be exercised within the Spanish territory on the last day of any year. The Spanish tax authorities may take the view that all shares of Spanish corporations and all ADSs representing such shares are located in Spain for Spanish tax purposes. If the tax authorities take this view, non-residents of Spain who held shares or ADSs on the last day of any year would be subject to the Spanish wealth tax for such year on the average market value of such shares or ADSs during the last quarter of such year (this average price of listed shares is published in the official State Gazette every year). Law 4/2008 amended the Spanish wealth tax law, introducing a 100% tax rebate and eliminating the obligation to file any form for tax periods starting as of 1 January 2008. However, this 100% tax rebate was temporarily abolished with effect as of the 2011 fiscal year, and since then this situation has been extended every year. From 2021, the abolition of the rebate has been established as indefinite, thus eliminating the need to stipulate extensions. Notwithstanding the above, there is a tax-free allowance of €700,000.

As a result of the above legislation, non-residents of Spain who hold or held shares, ADSs, or other assets or rights located in Spain according to Spanish wealth tax law, on the last day of the year, the combined value of which exceeds €700,000 might be subject to the Spanish wealth tax on that excess amount at marginal rates varying between 0.2% and 3.5% (the highest bracket increased by 1% since 2021), and would be obliged to file the corresponding wealth tax return.

Law 11/2021 amends the Wealth Tax Law to clarify that all non-residents taxpayers (and not only those who are resident in the EU and EEA jurisdictions) are entitled to apply the tax reliefs approved by the Spanish Regions.

Solidarity Tax on Large Fortunes

On December 29, 2022, a new solidarity tax on large fortunes came into force, meant to be supplementary to the wealth tax described above. The new solidarity tax is a direct and personal tax levied on individuals with a net wealth above €3 million as of December 31 of each year. Non-Spanish residents would be subject to this tax only taking into account their Spanish net wealth. This new tax is consistent with the provisions of the Spanish wealth tax in most essential aspects (such as exemptions, taxable and net taxable bases, tax rates and limit on amount of tax payable). The solidarity tax had been designed to be temporary and remain in force for two calendar years (i.e. 2022 and 2023), although the law included a review clause allowing the legislator to assess whether to extend it at the end of the initial period. Following publication of the recent Royal Decree-Law 8/2023, the solidarity tax has been extended indefinitely (with effects starting in 2024), until the wealth tax is revised in the context of the autonomous community finance system. In order to avoid double taxation, the rules applicable to the new solidarity tax allows individuals to deduct amounts already paid as Spanish wealth tax from their total payable solidarity tax

Spanish Inheritance and Gift Taxes

Under Law 29/1987, transfers of shares or ADSs upon death or by gift are subject to Spanish inheritance and gift taxes if the transferee is a resident of Spain for tax purposes, or if the shares or ADSs are located in Spain at the time of gift or death, or the rights attached thereto could be exercised or have to be fulfilled in the Spanish territory, regardless of the residence of the beneficiary. In this regard, the Spanish tax authorities may determine that all shares of Spanish corporations and all ADSs representing such shares are located in Spain for Spanish tax purposes. The applicable tax rate, after applying all relevant factors, ranges between 0% and 81.6% for individuals. Law 11/2021 amends the Gift and Inheritance Tax Law to clarify that all non-residents taxpayers (and not only those who are resident in the EU and EEA jurisdictions) are entitled to apply the tax reliefs approved by the Spanish Regions, following the case-law of the Spanish Supreme Court.

Gifts granted to corporations not resident in Spain are subject to Spanish Non-Resident Income Tax of 19% of the fair market value of the shares as a capital gain. If the donee is a United States corporation, the exclusions available under the Treaty described above in “—Taxation of Capital Gains” will be applicable. 180

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Expenses of Transfer

Transfers of ADSs or shares will be exempt from any Spanish transfer tax or value-added tax. Additionally, no Spanish stamp tax will be levied on such transfers. The transfer of shares or ADSs may be subject to the Spanish Financial Transaction tax (the “Spanish FTT”). The Spanish law which implements the Spanish FTT (the “FTT Law”) was approved on October 7, 2020, and published in the Spanish Official Gazette (Boletín Oficial del Estado) on October 16, 2020. The Spanish FTT came into force three months after the publication of the FTT Law (i.e., on January 16, 2021) and will charge a 0.2% rate on specific acquisitions of listed shares issued by Spanish companies (including ADSs) whose market capitalization exceeds 1 billion euros (€1 billion) (this may be the case of Grifols), regardless of the jurisdiction of residence of the parties involved in the transaction. Transactions in the primary market (such as a capital increase) are exempt from the Spanish FTT. However, the Spanish FTT will subject other transactions involving the acquisition of shares or ADSs depending on the market capitalization of Grifols. Prospective investors are advised to seek their own professional advice in relation to the Spanish FTT.

United States Federal Income Tax Considerations

Taxation of Dividends

U.S. Holders

Under the United States federal income tax laws, and subject to the passive foreign investment company (“PFIC”) rules discussed below, if you are a U.S. Holder, the gross amount of any dividend (including any preferred dividends on our Class B shares) we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) is subject to United States federal income taxation. If you are a noncorporate U.S. Holder, dividends (including any preferred dividends on our Class B shares) paid to you that constitute qualified dividend income will be taxable to you at a maximum tax rate of 20%, provided that you hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay (including any preferred dividends on our Class B shares) with respect to the shares or ADSs generally will be qualified dividend income.

With respect to any dividends we pay (including any preferred dividends on our Class B shares) you must include any Spanish tax withheld from the dividend payment in the gross amount of such dividend even though you do not in fact receive it. Dividends are taxable to you when you, in the case of shares, or the Depositary, in the case of ADSs, receive such dividends, actually or constructively. Such dividends will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of a dividend distribution that you must include in your income as a U.S. Holder will be the U.S. dollar value of the euro payments made, determined at the spot euro/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include a dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the shares or ADSs and, thereafter, as capital gain.

Subject to certain limitations, the Spanish tax withheld in accordance with the Treaty and paid over to Spain will be creditable or deductible against your United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 20% tax rate. To the extent a refund of the tax withheld is available to you under Spanish law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your United States federal income tax liability. See “—Spanish Tax Considerations—Spanish Refund Procedure” above for the procedures for obtaining a tax refund.

Dividends will be income from sources outside the United States, and dividends paid will, depending on your circumstances, be “passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to you. 181

Table of Contents A U.S. Holder may make an election to treat all foreign taxes paid as deductible expenses in computing taxable income, rather than as a credit against tax, subject to generally applicable limitations. Such an election, once made, applies to all foreign taxes paid for the taxable year subject to the election. The rules governing foreign tax credits are complex and, therefore, U.S. Holders are strongly encouraged to consult their own tax advisors to determine whether they are subject to any special rules that may limit their ability to make effective use of foreign tax credits and whether or not an election would be appropriate based on their particular circumstances.

Non-U.S. Holders

If you are a non-U.S. Holder, dividends (including any preferred dividends on our Class B shares) paid to you in respect of shares or ADSs will not be subject to United States federal income tax unless such dividends are “effectively connected” with your conduct of a trade or business within the United States, and such dividends are attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis. In such cases you generally will be taxed in the same manner as a U.S. Holder. If you are a corporate non-U.S. Holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Taxation of Capital Gains

U.S. Holders

Subject to the PFIC rules discussed below, if you are a U.S. Holder and you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your adjusted tax basis, determined in U.S. dollars, in your shares or ADSs. Capital gain of a noncorporate U.S. Holder is generally taxed at a maximum rate of 20% where such noncorporate U.S. Holder has a holding period greater than one year. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Non-U.S. Holders

If you are a non-U.S. Holder, you will not be subject to United States federal income tax on gain recognized on the sale or other disposition of your shares or ADSs unless:

●	the gain is “effectively connected” with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis; or
●	you are an individual, you are present in the United States for 183 or more days in the taxable year of the sale, and certain other conditions exist.
---	---

If you are a corporate non-U.S. Holder, “effectively connected” gains that you recognize may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

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Table of Contents Passive Foreign Investment Company Considerations

We believe that our shares and ADSs should not be treated as stock of a PFIC for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and, thus, may be subject to change. If we were to be treated as a PFIC, gain realized on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, if you are a U.S. Holder, you would be treated as if you had realized such gain and certain “excess distributions” ratably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADSs. Certain elections (such as the mark-to-market election or the qualified electing fund (“QEF”) election) may be available that would result in alternative treatments of the ADSs or shares. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

Medicare Contribution Tax on Unearned Income

A U.S. Holder that is an individual is subject to a 3.8% tax on the lesser of (1) such U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of such U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder that is an estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) such U.S. Holder’s undistributed “net investment income” for the relevant taxable year and (2) the excess of such U.S. Holder’s adjusted gross income for the taxable year over the amount at which the highest tax bracket begins for that taxable year ($15,650 for 2025 and $16,000 for 2026). A U.S. Holder’s net investment income will generally include, among other items, the amount of gross dividend income and the amount of any net gains from such U.S. Holder’s disposition of your shares or ADSs, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. Holders that are individuals, estates or trusts should consult their own tax advisors regarding the applicability of this tax to income and gains in respect of their investment in the shares or ADSs.

Backup Withholding and Information Reporting

If you are a noncorporate U.S. Holder, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to:

●	dividend payments or other taxable distributions made to you within the United States; and
●	the payment of proceeds to you from the sale of shares or ADSs effected at a United States office of a broker.
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Additionally, backup withholding may apply to such payments if you are a noncorporate U.S. Holder that:

●	fails to provide an accurate taxpayer identification number;
●	is notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns; or
---	---
●	in certain circumstances, fails to comply with applicable certification requirements.
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If you are a non-U.S. Holder, you are generally exempt from backup withholding and information reporting requirements with respect to:

●	dividend payments made to you outside the United States by us or another non-United States payor; and

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●	other dividend payments and the payment of the proceeds from the sale of shares or ADSs effected at a United States office of a broker, if the income associated with such payments is otherwise exempt from United States federal income tax; and:
●	the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished the payor or broker one of the following:
---	---
●	an Internal Revenue Service Form W-8BEN, Form W-8BEN-E or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person, or
---	---
●	other documentation upon which it may rely to treat the payments as made to a non-United States person in accordance with U.S. Treasury regulations, or
---	---
●	you otherwise establish an exemption.
---	---

Payment of the proceeds from the sale of shares or ADSs effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of shares or ADSs that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

●	the proceeds are transferred to an account maintained by you in the United States;
●	the payment of proceeds or the confirmation of the sale is mailed to you at a United States address; or
---	---
●	the sale has some other specified connection with the United States as provided in U.S. Treasury regulations, unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption.
---	---

In addition, a sale of shares or ADSs effected at a foreign office of a broker will be subject to information reporting if the broker is:

●	a United States person;
●	a controlled foreign corporation for United States federal income tax purposes;
---	---
●	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period; or
---	---
●	a foreign partnership, if at any time during its tax year:
---	---
●	one or more of its partners are “U.S. persons,” as defined in U.S. Treasury regulations, which in the aggregate hold more than 50% of the income or capital interest in the partnership, or
---	---
●	such foreign partnership is engaged in the conduct of a United States trade or business, unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a United States person.
---	---

Backup withholding is not an additional tax. You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a refund claim with the United States Internal Revenue Service. 184

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Disclosure of Information with Respect to Foreign Financial Assets

Certain U.S. individuals (and certain entities) who hold any interest in “specified foreign financial assets,” including our shares or ADSs, during such holder’s taxable year must attach to their U.S. tax return for such year certain information with respect to each such asset if the aggregate value of all of such assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), unless such shares or ADSs are held in an account maintained by a U.S. payor, such as a U.S. financial institution or the U.S. branch of a foreign bank or insurer. For this purpose, a “specified foreign financial asset” includes any depositary, custodial or other financial account maintained by a foreign financial institution, and certain assets that are not held in an account maintained by a financial institution, including any stock or security issued by a person other than a U.S. person. A taxpayer subject to these rules who fails to furnish the required information may be subject to a penalty of $10,000, and an additional penalty may apply if the failure continues for more than 90 days after the taxpayer is notified of such failure by the Internal Revenue Service, unless the taxpayer demonstrates a reasonable cause for such failure to comply. An accuracy-related penalty of 40% is imposed for an underpayment of tax that is attributable to an “undisclosed foreign financial asset understatement,” which for this purpose is the portion of the understatement of gross income for any taxable year that is attributable to any transaction involving an “undisclosed foreign financial asset,” including any asset that is subject to information reporting requirements under these rules, which would include our shares or ADSs if the dollar threshold described above were satisfied. The applicable statute of limitations for assessment of U.S. federal income taxes is extended to six years if a taxpayer omits from gross income more than $5,000 and such omission is attributable to a foreign financial asset as to which reporting is required under the rules described in the preceding paragraph or would be so required if such rules were applied without regard to the dollar threshold or any other exceptions specified by the Internal Revenue Service. In addition, the statute of limitations will be suspended if a taxpayer fails to provide in a timely manner either information with respect to specified foreign financial assets required to be reported or the annual information reports required for holders of PFIC stock, including PFIC stock for which a QEF election is made. You should consult your own tax advisor concerning any obligation you may have to furnish information to the Internal Revenue Service as a result of holding our shares or ADSs.

F.	Dividends and Paying Agents

Not Applicable.

G.	Statement by Experts

Not Applicable.

H.	Documents on Display

We are subject to the information requirements of the Exchange Act, except that, as a foreign private issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these information requirements, we file or furnish reports and other information with the SEC. Reports and other information filed or furnished by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s regional offices at 233 Broadway, New York, New York 10279 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.

Copies of such material may also be inspected at the offices of NASDAQ, 4 Times Square, New York, New York 10036, on which our ADSs are listed. In addition, information filed electronically with the SEC is publicly available on the SEC’s website, which does not form part of this annual report on Form 20-F, at http://www.sec.gov.

I.	Subsidiary Information

Not Applicable.

J.	Annual Report to Security Holders

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual. 185

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Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The risks inherent in our market-sensitive instruments are potential losses that may arise from adverse changes to interest rates, foreign exchange rates and market prices. We are subject to market risk resulting from changes in interest rates because such changes may affect the cost at which we obtain financing. We are subject to exchange rate risk with respect to our debt denominated in foreign currencies.

See Note 30 to our audited consolidated financial statements included in this annual report on Form 20-F.

Currency Risk

We operate internationally and are exposed to currency risks when operating in foreign currencies, in particular with respect to the U.S. dollar. Currency risk is associated with future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

We hold several investments in foreign operations, the net assets of which are exposed to currency risk. Currency risk affecting net assets of our foreign operations in U.S. dollars are mitigated primarily through borrowings in the relevant foreign currency. Our main exposure to currency risk is to the U.S. dollar, which is used in a significant percentage of our transactions in foreign currencies.

If the U.S. dollar had strengthened by 10% against the euro at December 31, 2025, equity would have increased by €723 million (€1.0 billion at December 31, 2024), and profit would have increased by €97 million (decreased by €27 million at December 31, 2024). This analysis assumes that all other variables are held constant, especially that interest rates remain constant. A 10% weakening of the U.S. dollar against the euro at December 31, 2025 and December 31, 2024 would have had the opposite effect for the amounts shown above, all other variables being held constant.

We use hedge accounting to partially hedge our currency risk exposure. See Note 30(c) to our audited consolidated financial statements included in this annual report on Form 20-F.

Interest Rate Risk

Our interest rate risks arise from current and non-current borrowings. Borrowings at variable interest rates expose us to cash flow interest rate risks. The purpose of managing interest rate risk is to balance the debt structure, maintaining part of borrowings at fixed rates and hedging part of variable rate debt.

As of December 31, 2025, our variable-rate (SOFR and EURIBOR) debt represented 27.0% of our total debt (29.0% at December 31, 2024) and includes mainly senior secured debt. See Item 3 of this Part I, “Key Information—D. Risk Factors—Risks Relating to the Company and Our Business—We are susceptible to interest rate variations.” See also Notes 19, 30(c) and 31 to our to our audited consolidated financial statements included in this annual report on Form 20-F

As of the date of this annual report, we are not participating in interest rate hedges of Euros or U.S. dollars. In previous years, the fair value of interest rate swaps, contracted to reduce the impact of increases in variable interest rates (SOFR and EURIBOR), were accounted for on a monthly basis. These derivative financial instruments comply with hedge accounting requirements.

If the interest rate had been 100 basis points higher at December 31, 2025, the interest expense would have increased by €22 million. A 100 basis points decrease in interest rates at December 31, 2025 would have had the opposite effect for the amounts shown above. As we do not have any hedging derivatives in place, the net effect on cash interest payments would have increased by the same amount.

Market Price Risk

We are subject to price risk with respect to raw materials, which is mitigated by the vertical integration of the hemoderivatives business in a sector that is highly concentrated. 186

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Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.	Debt Securities
---	---

Not Applicable.

B.	Warrants and Rights

Not Applicable.

C.	Other Securities

Not Applicable.

D.	American Depositary Shares

Deutsche Bank Trust Company Americas serves as the depositary for both our Class A ADSs and our Class B ADSs, and its principal executive office is located at 60 Wall Street, New York, NY 10005, USA. The custodian is Deutsche Bank Sociedad Anónima Española, and its principal office in Spain is located at Ronda General Mitre 72-74, 08017 Barcelona, Spain.

Each Class A ADS represents the right to receive one half of one Class A ordinary share of Grifols. Each Class B ADS represents the right to receive one Class B non-voting preference share of Grifols. 187

Table of Contents The following is a summary of the fee provisions of the deposit agreements for each of the Class A ADSs and Class B ADSs. For more complete information, you should read each deposit agreement in its entirety.

Associated Fee		Depositary Action
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Issuance of ADSs, including issuance resulting from a distribution of shares or rights or other property. Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.

$2.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Distribution of cash proceeds, including cash dividends or sale of rights and other entitlements.

$2.00 (or less) per 100 ADSs (or portion of 100 ADSs) per calendar year, provided that this fee, when combined with the fee for distribution of cash proceeds, including cash dividends or sale of rights and other entitlements, shall not exceed $2.00 (or less) per 100 ADSs (or portion of 100 ADSs) in any calendar year		Depositary operation and maintenance costs.

Annual fee of $1.00 per 100 ADSs		Inspections of the relevant share register.

Registration or transfer fees		Transfer and registration of our shares on its share register to or from the name of the depositary or its agent when you deposit or withdraw our shares.

Expenses of the depositary		Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement). Converting foreign currency to U.S. dollars.

Taxes and other governmental charges the depositary or the custodian has to pay on any ADS or share underlying an ADS, including any applicable interest and penalties thereon and any share transfer or other taxes or governmental charges, for example, stock transfer taxes, stamp duty or withholding taxes		As necessary.

Any fees and expenses incurred by the depositary in connection with the conversion of a foreign currency in compliance with the applicable exchange control and other regulations, and the delivery of deposited securities, including any fees of a central depository, and any additional fees, charges, costs, or expenses, that may be incurred by the depositary from time to time		As necessary.

Any additional fees, charges, costs or expenses that may be incurred by the depositary from time to time.		As necessary.

The depositary collects its fees for issuance and cancellation of our ADSs directly from investors depositing shares or surrendering our ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, by directly billing investors or by charging the book-entry system accounts of participants acting for such investors. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. 188

Table of Contents The fees and charges holders of our ADSs may be required to pay may vary over time and may be changed by us and by the depositary. Our ADS holders will receive prior notice of such changes.

Fees Paid by the Depositary to Grifols

Deutsche Bank Trust Company Americas, as depositary, has agreed to reimburse or pay on behalf of Grifols certain reasonable expenses related to our ADR programs and incurred by us in connection with the programs, such as investor relations activities and ongoing maintenance expenses and listing fees. It has covered all such expenses incurred by us during 2024 for an amount of $3 million. The amounts the depositary reimbursed or paid are not perforce related to the fees it collected from ADS holders.

GLOSSARY OF TERMS

“340B Program” means the federal health care program established by Section 340B of the PHS Act, which requires manufacturers participating in Medicaid to agree to provide outpatient drugs to covered entities, including a variety of community health clinics and certain other entities that receive certain governmental health care grants, as well as hospitals that serve a disproportionate share of certain low income individuals, certain cancer centers, children’s hospitals, critical access hospitals and rural referral centers, at significantly reduced prices.

“AAT” means alpha1-antitrypsin, a protein that protects the lungs.

“ACA” refers to the U.S. Affordable Care Act and the companion Healthcare and Education Reconciliation Act, each enacted in March 2010, as amended.

“AMP” means generally the average manufacturer price, as defined based on methodologies set forth in federal regulations, that wholesalers and other large purchasers pay manufacturers for certain outpatient prescription drugs covered by Medicaid, and is used, among other things, to help calculate the rebates paid by certain drug manufacturers that are shared by the U.S. and state governments for Medicaid-covered outpatient drugs.

“albumin” is the most abundant blood plasma protein and is produced in the liver and forms a large proportion of all plasma. Albumin normally constitutes about 60% of human plasma. It is important in regulating blood volume by maintaining the oncotic pressure of the blood compartment.

“ASP” means the average sales price of certain outpatient drugs covered by Medicare Part B, and is used to help calculate reimbursement of such drugs.

“Assays” are systems designed to detect antibodies, antigens or the nucleic acid of an infectious agent. For instance, the WNV assay detects the presence of the West Nile virus in blood donations. The main types of assay used for blood screening are Immunoassays and Nucleic acid technology, or NAT assays.

“ATIII” means intramuscular (hyperimmune) immunoglobulins.

“A1PI” means alpha-1 proteinase inhibitor.

“BLA” (Biologics License Application) is a biological license application issued by the FDA, and serves as a U.S. marketing authorization for certain biological drug products.

“Best Price” means generally the lowest price, as defined based on methodologies set forth in federal regulations, available from a manufacturer for certain outpatient drugs reimbursed by Medicaid, with respect to specified purchasers, such as wholesalers, retailers, health care providers and other designated entities. Best Price is used, among other things, among other things, to help calculate the rebates paid by certain drug manufacturers that are shared by the U.S. and state governments for Medicaid-covered outpatient drugs.

“CCPA” refers to the California Consumer Protection act, a regulation passed by the U.S. state of California. 189

Table of Contents “CFIUS” refers to the Committee on Foreign Investment in the United States.

“cGMP” means current Good Manufacturing Practice.

“CIDP” means chronic inflammatory demyelinating polyneuropathy, a neurological disease resulting in weakness, numbness, pain and difficulty in walking.

“Cirrhosis” is a medical condition which is a result of advanced liver disease. It is characterized by the replacement of liver tissue by fibrosis (scar tissue) and regenerative nodules (lumps that occur due to attempted repair of damaged tissue).

“Congenital Alpha-1 Antitrypsin Deficiency” is an inherited disease characterized by reduced levels in the blood of the substance Alpha-1 Antitrypsin, or AAT. This substance is a protein that is normally made by the liver and reaches other organs (such as the lungs) after being released into the blood circulation.

“CLL” means chronic lymphocytic leukaemia.

“CMS” refers to the U.S. Centers for Medicare & Medicaid Services.

“CNMV” means the Comisión Nacional del Mercado de Valores.

“CPI-U” means the Consumer Price Index For All Urban Consumers, which measures the changes in the price of a basket of goods and services purchased by urban consumers.

“CPP” is the certificate of pharmaceutical product, a certificate issued in the format recommended by the WHO, which establishes the status of a pharmaceutical product and of the applicant for a certificate in the relevant exporting country.

“Diabetes” is a metabolic disease in which a person has high blood sugar, either because the pancreas does not produce enough insulin, or because cells do not respond to the insulin that is produced.

“DOJ” refers to the United States Department of Justice.

“ELISA” means enzyme-linked immunosorbent assay.

“EMA” refers to the European Medicines Agency.

“Erytra Eflexis” a fully automated, mid-size analyzer that performs pretransfusion compatibility testing using DG Gel technology.

“Factor VIII” or “FVIII” is an essential blood clotting factor also known as anti-haemophilic factor, or AHF. In humans, Factor VIII is encoded by the F8 gene. Defects in this gene results in hemophilia A, which is a sex-linked disease and occurs predominantly in males. FVIII concentrated from donated blood plasma, or alternatively recombinant FVIII, or rFVIII, can be given to hemophiliacs to restore hemostasis.

“Factor IX” is an important blood clotting factor also known as Christmas factor or plasma thromboplastin component, or PTC. It is one of the serine proteases of the coagulation system and belongs to the peptidase family S1. In humans, a deficiency of this protein causes haemophilia B, which is a sex-linked disease and occurs predominantly in males.

“FDA” is the U.S. Food and Drug Administration.

“Fibrin Sealant” is surgical adhesive material that is utilized in a variety of surgical situations.

“Fractionation” is the process of fractionating plasma, or separating it into its different components or plasma derivatives. 190

Table of Contents “FSS” refers to the Federal Supply Schedule, a schedule managed by the U.S. Department of Veterans Affairs, which makes available discounted drug pricing for authorized government users.

“GMP” means good manufacturing practices.

“GPO” means group purchasing organization.

“GDPR” refers to the General Data Protection Regulation, an EU regulation.

“Grifols Engineering” means our division of specialists in biopharmaceutical engineering solutions, which develops in-house processes, facilities projects, and specialized machinery for our operations.

“HCV” means hepatitis B virus.

“HBC” means hepatitis C virus.

“Hematology” is the study of blood, blood-forming organs, and blood diseases.

“Hemoderivative” is a substance obtained by fractionation of human blood plasma.

“Hemophilia A” is a genetic deficiency in clotting Factor VIII, which causes increased bleeding (usually affects males).

“Hemostasis” is a complex process which causes the bleeding process to stop. It refers to the process of keeping blood within a damaged blood vessel (the opposite of hemostasis is hemorrhage). Most of the time this includes the changing of blood from a fluid to a solid state. Intact blood vessels are central to moderating blood’s tendency to clot. Hemostasis has three major steps: 1) vasoconstriction, 2) temporary blockage of a break by a platelet plug, and 3) blood coagulation, or formation of a clot that seals the hole until tissue are repaired.

“HHS” refers to the U.S. Department of Health and Human Services.

“HIPAA” refers to the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, a U.S. health information privacy, security and breach notification.

“HIV” refers to the human immunodeficiency virus.

“HRSA” means the Health Resources & Services Administration, the subagency of HHS responsible for, among other things, oversight of the 340B Program. HRSA is primarily responsible for ensuring access to health care services for people who are uninsured, including through grant funding programs.

“IG” means immunoglobulin, which contains the pooled IgG (immunoglobulin (antibody) G) extracted from plasma.

“Immunohematology” is a branch of hematology relating to the study of antigens and antibodies and their effects on blood and the relationships between disorders of the blood and the immune system.

“Immunology” is a broad branch of biomedical science that covers the study of all aspects of the immune system in organisms. It deals with the physiological functioning of the immune system in states of both health and disease; malfunctions of the immune system in immunological disorders (autoimmune diseases, hypersensitivities, immune deficiency, transplant rejection); the physical, chemical and physiological characteristics of the components of the immune system in vitro, in situ, and in vivo.

“IND” means investigational new drug application, which is an application that must be accepted by the FDA and in effect prior to certain drug sponsors commencing clinical trials involving human subjects. 191

Table of Contents “IRB” refers to institutional review boards, oversight committees that approve and monitor clinical trials to protect the rights and welfare of human subjects.

“ITP” means idiopathic thrombocytopenic purpura.

“IVIG” means intravenous immunoglobulin, which is a blood product administered intravenously. It contains the pooled IgG (immunoglobulin (antibody) G) extracted from plasma. It is mainly used as treatment in four major categories: (i) immune deficiencies, (ii) inflammatory and autoimmune diseases, (iii) neurological diseases and (iv) acute infections.

“Kawasaki disease” is a rare autoimmune disease that mostly affects children and causes inflammation of vessels, fever and rashes. This disease can be treated with IVIG.

“Koate-DVI” is a medication is used to control and prevent bleeding episodes in people with low levels of factor VIII (hemophilia A).

“Medicaid” is a social healthcare program in the United States for individuals with low income and resources.

“Medicare” is a U.S. federal health insurance program for individuals 65 years old and over and certain younger individuals with disabilities.

“Medicare Part B” is a portion of the Medicare program generally which provides fee-for-service reimbursement for medical services such as by physicians and other health care practitioners, and certain outpatient services, equipment, supplies, and certain drugs, including physician-administered drugs and drugs provided in the hospital outpatient setting.

“Medicare Part D” is a portion of the Medicare program generally which includes optional coverage for brand name and generic prescription drugs dispensed to Medicare beneficiaries, generally by retail pharmacies. Like, Medicare Part C, Medicare Part D is offered by private health insurance companies that are contracted with Medicare. Individuals enrolled in Medicare Part D generally can choose to receive benefits through stand-alone prescription drug plans, or through Medicare Part C prescription drug plans that provide integrated medical coverage, including drugs.

“MM” means multiple myeloma.

“MRB” refers to the Market Research Bureau, Inc., an independent market research firm which supplies blood and plasma products industry data on a global level.

“NAT” means nucleic acid testing.

“OIG” is the HHS Office of the Inspector General, which is charged with protecting the integrity of HSS programs, including the Medicare and Medicaid programs.

“Orphan drug” is a pharmaceutical agent that has been developed specifically to treat a rare medical condition, the condition itself being referred to as an orphan disease. The assignment of orphan status to a disease and to any drugs developed to treat it is a matter of public policy in many countries, and has resulted in medical breakthroughs that may not have otherwise been achieved due to the economics of drug research and development The Orphan Drug Act (ODA) of January 1983, passed in the United States, with lobbying from the National Organization for Rare Disorders, is meant to encourage pharmaceutical companies to develop drugs for diseases that have a small market. Under the law, companies that develop such a drug (a drug for a disorder affecting fewer than 200,000 people in the United States) may be granted seven years of market exclusivity, and may get clinical trial tax incentives.

“Open Payments Program” imposes new reporting and disclosure requirements for pharmaceutical and medical device manufacturers with regard to payments or other transfers of value made to certain U.S. covered healthcare practitioners, such as physicians, and to academic medical centers, and with regard to certain ownership interests held such practitioners in reporting entities.

“PDUFA” is the Prescription Drug User Fee Act, which levies a user fee on certain human drug applications. 192

Table of Contents “Plasma” is the liquid part of the blood. The majority of plasma is composed of water. The remainder is essential proteins and antibodies that help sustain our body’s vital functions. A shortage of any one of these plasma proteins, such as albumin or immunoglobulins, can give rise to one of many life-threatening illnesses.

“Plasmapheresis” is a technique which separates plasma from other blood components, such as red blood cells, platelets, and other cells. These unused blood components are suspended in saline solution and immediately re-injected back into the donor while the plasma collection process is taking place. Because the donor is only providing plasma and not whole blood, the recovery process is faster and better tolerated, and the donor is therefore able to make donations more frequently. Plasmapheresis was developed by Jose Antonio Grifols Lucas in the year 1951. It is the only procedure that is capable of obtaining sufficient quantities of plasma to cover the needs of manufacturing our many different plasma protein therapies.

“Plasma derivatives” are proteins found in human plasma, which once isolated and purified, have therapeutic value.

“PTC” means plasma thromboplastin component.

“Prolastin” is a concentrated form of alpha1-antitrypsin, or AAT, produced by Grifols and derived from human plasma and approved only for chronic, or ongoing, replacement therapy in people with emphysema caused by genetic AAT deficiency. Given as prescribed, Prolastin raises the levels of AAT in the blood and lungs. Raising the AAT level may help reduce the damage to the lungs caused by destructive enzymes.

“Promonitor” Highly specific ELISA kits for quantification of serum drug levels and anti-drug antibodies of various biological drugs

“RNA” means ribonucleic acid.

“sCAP” means severe community acquired pneumonia.

“SCIG” means subcutaneous immune globulin, which is a blood product administered subcutaneously. It contains the pooled IgG (immunoglobulin (antibody) G) extracted from plasma and is mainly used as treatment in four major categories: (i) immune deficiencies, (ii) inflammatory and autoimmune diseases, (iii) neurological diseases and (iv) acute infections.

“SME” means small and medium-sized enterprises.

“SYK-inhibitor” means a new group of small molecule inhibitors which have been proposed as a therapy for both lymphoma and chronic lymphocytic leukemia.

“TMA” means transcription mediated amplification, a technology that allows a clinical laboratory to perform assays for blood screening with fewer steps, less processing time, and faster results. It is used in molecular biology, forensics, and medicine for the rapid identification and diagnosis of pathogenic organisms.

“treatment-naive” means, regarding any person, that such person has never received for a specific condition, drug or therapy.

“Von Willebrand Disease” is the most common hereditary coagulation abnormality described in humans, although it can also be acquired as a result of other medical conditions. It arises from a qualitative or quantitative deficiency of von Willebrand factor, a multimeric protein that is required for platelet adhesion.

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Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

Item 15.	CONTROLS AND PROCEDURES
A.	Evaluation of Disclosure Controls and Procedures
---	---

Our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 20-F, have concluded that, as of such date, our disclosure controls and procedures were effective.

B.	Management’s Report on Internal Control over Financial Reporting

Our management, under the supervision of our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our system of internal control is designed to provide reasonable assurance as to the reliability of financial reporting and the preparation of the published financial statements under generally accepted accounting principles. For Grifols, S.A., “generally accepted accounting principles” means IFRS as issued by the IASB.

Our internal control over the financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company assets that could have a material effect on the financial statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of the controls and procedures, which may not prevent or detect misstatements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on our assessment under these criteria, our management determined that, as of December 31, 2025, our internal control over financial reporting was effective.

Remediation of Material Weakness

In the year ended December 31, 2024, we identified a material weakness related to the accounting for complex transactions during the preparation of the consolidated financial statements. These errors resulted in the restatement of the comparative financial information for the years ended December 31, 2023 and 2022 as described in the prior year 20-F filing on April 10, 2025. In particular, the misstatements were the result of a material weakness in the Control Environment component of the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, as the Company lacked a sufficient complement of resources related to the accounting for complex transactions requiring significant judgment in the preparation of the consolidated financial statements. 194

Table of Contents During 2025, we implemented certain changes to improve the control environment related to the accounting of complex transactions requiring significant judgment, including:

(1)	Provided more resources, training, and ensured better oversight to those in charge of approving and processing complex accounting transactions.
(2)	Implementation of a new quarterly monitoring control to identify any complex accounting matters requiring significant judgement that necessitate the involvement of an external firm.
---	---
(3)	Continued our engagement with an external firm to assist with accounting for complex transactions requiring significant judgment.
---	---
(4)	Reinforced authorities and responsibilities to establish accountability among the departments and teams involved in the financial reporting and internal controls over accounting for complex transactions requiring significant judgment in the preparation of the consolidated financial statements.
---	---

As the controls have operated for a sufficient period and management have concluded, through testing, that the controls are operating effectively, management, including our CEO and CFO, has concluded that the material weakness identified in the prior year has been remediated as of December 31, 2025.

C.	Attestation Report of the Registered Public Accounting Firm

Deloitte Auditores, S.L., an independent registered public accounting firm, who also audited the Group’s consolidated financial statements for 2025, has audited the effectiveness of Grifols S. A.’s internal control over financial reporting, and has issued an unqualified opinion thereon, which was included on page F-4 of the annual report on Form 20-F for the fiscal year ended December 31, 2025.

D.	Changes in Internal Control over Financial Reporting

Except for the changes described above, there have been no changes in our internal control over financial reporting that have occurred during the period covered by this Annual Report on Form 20-F, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 16.	[RESERVED]

Item 16.A	AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that Mr. Íñigo Sánchez-Asiaín Mardones is an “audit committee financial expert,” as defined in Item 16A of Form 20-F, and is an independent director under Rule 10A-3 under the Exchange Act.

Item 16.B	CODE OF ETHICS

We have adopted the Employee Code of Conduct, which applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer and principal accounting officer. This Code (available on our website, at www.grifols.com) is intended to meet the definition of “code of ethics” under Item 16B of Form 20-F.

If the Code of Conduct for Grifols’ Employees is amended, or if a waiver is granted, we will disclose such amendment or waiver on our website.

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Item 16.C	PRINCIPAL ACCOUNTANT FEES AND SERVICES

The table below sets forth the total fees paid to Deloitte Auditores, S.L., our principal accountants, or members of the same organization, for services performed in 2025 and 2024:


		2025	2024
		(in millions of euros)
Audit		7	7
Audit-related fees^(1)^		1	1
Total		8	8
(1)	Audit-related fees include fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements, including limited reviews of the interim financial statements and the audit of the financial statements under applicable accounting standards.
---	---

The aggregate fees for services for the fiscal year ended December 31, 2025 above do not include €0.4 million in fees for audit-related services performed in connection with an agreement between the Group and a third party. Such fees were invoiced by a member firm of Deloitte Auditores, S.L. and paid by the third party. However, the Group assumed €0.2 million of such fees for the fiscal year ended December 31, 2025.

Pre-approval Policies and Procedures

Subject to shareholder approval of the independent auditor in accordance with Spanish law, the Audit Committee makes recommendations to the Board regarding the appointment, retainer and replacement of the independent auditor. The Audit Committee is also directly responsible for the compensation and oversight of the work of the independent auditor. We have developed a policy regarding the engagement of professional services by our external auditor, in accordance with the Spanish Audit Law and the Sarbanes-Oxley Act of 2002. This policy generally provides that we will not engage our independent auditors to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee.

In accordance with the pre-approval policy, all audit and permitted non-audit services performed for us by our principal accountants, or any of its affiliates, were approved by the Audit Committee, which concluded that the provision of such services by the independent accountants was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Item 16.D	EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16.E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not repurchase any of our equity securities during the year ended December 31, 2025.

As of December 31, 2025, we held 3,778,222 Class A shares and 3,201,374 Class B shares in treasury. In 2025, we delivered 166,208 Class A treasury shares to certain employees as compensation under the Restricted Stock Plan and the Long-Term Incentive Plan. See Note 15(d) to our audited consolidated financial statements included in this annual report.

Item 16.F	CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

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Item 16.G	CORPORATE GOVERNANCE

Pursuant to NASDAQ Listing Rules, as a foreign private issuer, we may elect to follow our home country practice in lieu of the corporate governance requirements of the NASDAQ Listing Rule 5600 Series, with the exception of those rules that are required to be followed pursuant to the provisions of NASDAQ Listing Rule 5615(a)(3). We have elected to follow Spanish practices in lieu of the requirements of the NASDAQ Listing Rule 5600 Series to the extent permitted under NASDAQ Listing Rule 5615(a)(3). Set forth below is a summary of the significant differences between the corporate governance practices we follow under Spanish law (as in effect as of December 31, 2025) and those followed by NASDAQ-listed U.S. domestic issuers.

Corporate Governance

Under NASDAQ Listing Rules, a U.S. domestic issuer is required to establish a quorum as specified in its bylaws for any meeting of the holders of common stock, provided, however, that such quorum is not permitted to be less than 33% of the outstanding shares of voting stock. The Articles of Association provide that, on the first call of our general shareholders’ meetings, a duly constituted meeting requires a quorum of at least 25% of our subscribed share capital with voting rights, and, if a quorum is not obtained on the first call, a meeting is validly convened on the second call regardless of the share capital in attendance. However, certain major corporate actions (such as issuing additional ordinary shares, increasing or decreasing our share capital, issuing debt securities, amending the Articles of Association or approving merger transactions) require shareholder approval at a meeting at which at least 50% of our subscribed share capital with voting rights is present or represented on the first call or at least 25% of the share capital with voting rights present or represented on second call. However, when the number of shareholders attending our meeting represents less than 50% of our subscribed share capital with voting rights, resolutions on any of these major corporate actions must be adopted by the affirmative vote of at least two-thirds of the share capital present or represented at such meeting.

In addition, all actions described in Article 6.bis of the Articles of Association, which are considered to affect the economic rights of our Class B shares, must be approved at a shareholders’ meeting by the holders of at least a majority of Class B shares.

Under NASDAQ Listing Rules, U.S. domestic issuers are required to solicit proxies, provide proxy statements for all shareholders’ meetings and provide copies of such proxy materials to NASDAQ. As a foreign private issuer, we are generally exempt from the SEC rules governing the solicitation of shareholder proxies. However, under Spanish law and per the Articles of Association, we are required to publish a calling of the meeting at least one month prior to the date set for each general shareholders’ meeting in at least: (i) the Official Gazette of the Commercial Registry or one of the local newspapers of wide circulation in the province where we are domiciled (currently Barcelona, Spain); (ii) CNMV’s website; and (iii) our website. We distribute a copy of the notice of the meeting and a form of proxy to our U.S. shareholders and also make these materials available through our website in advance of such meeting.

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Table of Contents Under NASDAQ Listing Rules, shareholders of U.S. domestic issuers must be given the opportunity to vote on equity compensation plans and material revisions thereto, with limited exceptions set forth in NASDAQ Listing Rules, including an exception for foreign private issuers who follow the laws of their home country. Under Spanish law, equity compensation plans involving the issuance of our securities require prior shareholder approval. Additionally, equity compensation plans in which our officers and employees participate can be approved by the Board without shareholder approval. However, the establishment of equity compensation plans in which members of the Board participate must be authorized in the Articles of Association and requires the shareholders’ prior approval at a shareholders’ meeting.

Under NASDAQ Listing Rules, shareholders of U.S. domestic issuers must approve the issuance of securities when such issuance would result in a change in control of such issuer. Under Spanish law, any issuance of our securities, regardless of whether such issuance would result in a change of control, requires prior shareholder approval.

In Spain, companies with securities listed on a Spanish Stock Exchange are:

(i)recommended to follow the provisions of the CNMV Governance Code;

(ii)required by law to publish an Annual Report on Corporate Governance as well as corporate governance information on their websites;

(iii)required by law to publish an Annual Report on Remuneration of the members of the Board; and

(iv)required by law to comply with the regulations with respect to audit committees and appointment and remuneration committees set forth in the Spanish Companies Act, as amended.

Board Practices

Independence of Directors

Pursuant to NASDAQ Listing Rules, a majority of the directors of a listed U.S. company are required to be “independent,” as such term is defined by NASDAQ Listing Rules. As a foreign private issuer, we are exempt from such requirement, and Spanish law does not contain any such requirements.

Spanish law establishes the category of directors and the indispensable requirements to determine their independence. The Board Regulations, consistent with Spanish law, recognize two main categories of directors: (i) executive directors; and (ii) external directors, who can be divided into (a) proprietary directors, (b) independent directors and (c) other external directors who cannot be considered proprietary or independent.

The definition of “independent director,” as set forth by Spanish law, provides that the persons listed below may not be nominated or designated as independent directors.

(i)Employees or executive directors of any Group companies, unless three or five years have elapsed, respectively, since the termination of the relationship.

(ii)Persons that have received some payment from us or from the Group in addition to their directors’ remuneration, unless the amount involved is not significant to the director. Dividends or pension supplements received by a director for prior employment or professional services are excluded, provided that such payments are non-contingent (i.e., the paying company has no discretionary power to suspend, modify or revoke the payment).

(iii)Persons that have been, during the last three years, partners of the external auditors or the firm responsible for the audit report, whether with respect to the audit of us or any other company in the Group for those years.

(iv)Executive directors or senior officers of other companies in which any of our executive directors or senior officers is an external director. 198

Table of Contents (v)Persons that have or had, during the last year, material business relationships with us or with any other company in the Group, whether in their own name or as a significant shareholder, director or senior officer of a company that has or had such a relationship. For purposes of this paragraph (v), “business relationships” means any relationship with suppliers of goods or services, including financial, advisory and consultancy services.

(vi)Significant shareholders, executive directors or senior officers of an entity which receives or has received, during the last three years, significant donations from us or the Group. This provision does not apply to those who are merely trustees of a foundation receiving donations.

(vii)Spouses or related persons maintaining an analogous relationship or close relatives of one of our executive directors or senior officers.

(viii)Any person not proposed for appointment or renewal by the Appointments and Remuneration Committee.

(ix)Persons in any of the situations set out in (i), (v), (vi) or (vii) above with regard to a significant shareholder or a shareholder with Board representation. In the case of the family relations set out in (vii) above, the limitation applies not only in connection with the shareholder but also with our proprietary directors.

(x)Persons that have been directors for 12 consecutive years.

The proprietary directors who lose this status as a consequence of the sale of the shareholding by the shareholder they represent, can be reelected as independent directors only when such shareholder has sold the total amount of its shares.

Finally, any member of the Board that owns our shares can be considered independent, as long as the shareholding is not significant and satisfies all the above-mentioned conditions.

We have not determined whether our directors would be considered independent under NASDAQ Listing Rules, except for the three directors who are members of the Audit Committee and as such must meet NASDAQ independence criteria. As of the date of this report, six members of the Board are independent directors in accordance with the Board Regulations and the CNMV Governance Code.

Furthermore, we follow the Spanish Companies Act, which does not, unlike NASDAQ Listing Rules, require independent directors to hold meetings where only such independent directors are present.

For a detailed discussion of the composition, responsibilities and terms of our Audit Committee, see Item 6 of Part I, “Directors, Senior Management and Employees—C. Board Practices—Committees of the Board—Audit Committee.”

Audit Committee

Responsibilities and Terms. In accordance with NASDAQ Listing Rules, our Audit Committee is in charge of the appointment, compensation, retention and oversight of the services of any registered public accounting firm engaged for the purpose of preparing and issuing any audit report, or for performing other audit reviews or related services. Notwithstanding the above, Spanish laws provide our shareholders with the authority to appoint and replace the independent auditor at a general shareholders’ meeting.

Independence of the Audit Committee. All of the members of our Audit Committee meet the independence criteria set out in NASDAQ Listing Rules. Subsequent to the entry into force of Law 31/2014 and Law 22/2015, Spanish law requires that (a) the Audit Committee be composed of external directors (the majority of them being independent and one of them being appointed due to his knowledge and experience in accounting or auditing matters) and (b) the chairperson of the Audit Committee is an independent director. For a further discussion regarding the composition of our Audit Committee, see Item 6 of Part I, “Directors, Senior Management and Employees—C. Board Practices—Committees of the Board—Audit Committee.” 199

Table of Contents Internal Audit Department. We have an internal audit department responsible for internal audit matters and ensuring the efficiency of the internal audit control process of our different business units. Our internal audit department reports directly to the Audit Committee, supporting the adequate performance of all its functions.

Appointments and Remuneration Committee

Pursuant to NASDAQ Listing Rules, foreign private issuers are exempt from the requirements regarding independent nominating and compensation committees. Foreign private issuers are permitted to follow their home country corporate governance practice in this respect.

Spanish law requires that all Spanish listed companies have an appointments and remuneration committee comprised of external directors, at least two of whom must be independent, and that the chairperson of the appointments and remuneration committee be an independent director.

Our Appointments and Remuneration Committee is comprised exclusively of external directors. For a detailed discussion of our Appointments and Remuneration Committee, see Item 6 of Part I, “Directors, Senior Management and Employees—C. Board Practices—Committees of the Board—Appointments and Remuneration Committee.”

Internal Code of Conduct on Matters Related to the Securities Market and Business Ethics

Under NASDAQ Listing Rules, we are required to adopt a code of business conduct and ethics applicable to all directors, officers and employees, which must be publicly available. Under Spanish law, listed companies were previously required to have an internal code of conduct on matters related to the securities markets. However, with the entry into force of Royal Legislative Decree 19/2018, of November 23, 2018, on payment services and other urgent financial measures, this obligation has been removed.

Notwithstanding the above, Grifols will continue to apply the internal code of conduct for securities markets that was approved by the Board in its meeting held on October 28, 2016, and which was updated at the Board of Directors’ meeting held on April 10, 2025 in order to prevent insider trading, misconduct, and to control possible conflicts of interest. The Internal Code of Conduct on Matters Related to the Securities Market is included in this annual report as Exhibit 11.1.

Additionally, the Board Regulations set out in detail the directors’ main obligations relating to conflicts of interest concerning business opportunities, use of Grifols’ assets, confidentiality and non-competition. Although not mandatory under Spanish laws, the Board of Directors also approved the Code of Conduct for Grifols Employees. Both the Board Regulations and the Code of Conduct for Grifols Employees, which do not form part of this annual report on Form 20-F, are publicly available at www.grifols.com.

Item 16.H	MINE SAFETY DISCLOSURE

Not applicable.

Item 16.I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Item 16.J	INSIDER TRADING POLICIES

We have policies and procedures in place governing the purchase, sale and other dispositions of our securities by directors, senior management and employees. Our insider trading policy and procedures are included in our Internal Code of Conduct in Matters Relating to The Securities Market that is attached to this annual report as Exhibit 11.1.

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Item 16.K	CYBERSECURITY

Risk Management and Strategy

Cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program is governed by our Cybersecurity Policy, originally approved by our Board of Directors on November 16, 2023 and amended on December 18, 2025 (the “Cybersecurity Policy”) at the proposal of the Audit Committee of the Board. The amended policy reinforces our governance framework and further integrates cybersecurity risk management within our enterprise risk management processes.

The Cybersecurity Policy establishes a systematic, risk-based approach to the identification, assessment and management of cybersecurity risks, including risks associated with third-party service providers and other external partners, and is designed to facilitate coordination across business units and corporate functions in the handling of cybersecurity threats and incidents. This framework takes a risk-based approach to cybersecurity, aligning with internationally recognized frameworks, including NIST (National Institute of Standards and Technology) and ISO 27001, and includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat, including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and, as later explained in greater detail, informing management and our Board of Directors of material cybersecurity threats and incidents.

In 2025, we further reinforced coordination among cybersecurity, business continuity and data protection functions in order to support a more holistic approach to digital resilience and operational continuity. Cyber risks are reviewed on a regular basis and incorporated into our broader enterprise risk management framework. Our Security Operations Center (SOC) and our Incident Response team (IRT) operate 24 hours per day, providing continuous monitoring across our data centers, perimeters, and workstations. The SOC utilizes a Security Information and Event Management (SIEM) system, which processes alerts and enables rapid detection and response of cybersecurity incidents. Additionally, our cyber-intelligence capabilities track emerging threats, allowing for proactive mitigation strategies.

As cyberattacks evolve and become more sophisticated, we have strengthened our prevention and monitorization efforts. During the past few years, we ramped up cybersecurity and information security measures with the aim to ensure an adequate protection of our information and the assets supporting business processes. Our Chief Digital Information Officer (“CDIO”) is tasked with accelerating our companies’ use of digital platforms, data science and new technologies to transform and strengthen critical business activities such as relationships with plasma donors and customers as well as manufacturing operations, the development of new therapeutics and cybersecurity.

Our Cybersecurity Policy establishes the core principles and general framework for reducing the Group’s exposure to cybersecurity threats, protecting digital assets, ensuring business continuity and complying with applicable regulations. The policy focuses on maintaining secure and resilient systems, continuously assessing and mitigating cybersecurity risks, implementing protective measures, and adapting to technological changes. It also ensures effective incident response and regulatory compliance, supports a qualified cybersecurity team, provides training for employees and executives, and fosters collaboration with industry peers and government agencies.

We have adopted security measures in the past few years intended to: (i) ensure end-to-end protection of business processes, considering logical and physical security, privacy and fraud management concerns, (ii) ensure compliance with the security and privacy by design principles; and (iii) improve client access control and authentication services related to online services, from a security and user experience perspective. Our commitment to cybersecurity is underscored by our ISO 27001 certification, reflecting our adherence to the highest standards of data security.

To safeguard our digital infrastructure, we employ network segregation strategies, including enabled firewalls that isolate instruments from broader networks, permitting only authorized data streams. Our diagnostic systems utilize application whitelisting to block malware and ensure system integrity. Additionally, we encrypt connections and communications across information systems to maintain data confidentiality during transmission, using for instance Virtual Private Networks (VPN). We enforce stringent user access controls, ensuring that personnel access only the data necessary for their roles. In our product development, we integrate advanced cybersecurity measures to ensure that sensitive data is securely protected. This commitment extends to our diagnostic solutions, which are designed with features to provide peace of mind to our clients and stakeholders. 201

Table of Contents Our approach includes continuous identification and assessment of cybersecurity risks that are thoroughly analyzed to determine the possible impact present and future. Third-party evaluations are conducted as part of the architecture and services evolution. We regularly engage multiple service providers to perform periodic reviews and evaluations of our cybersecurity posture. We share the results to the IT and the Executive committee as part of the regular updates. These reviews encompass a broad range of areas, including but not limited to information technology system resilience, cybersecurity risk assessments, information security program assessments, external threat environment reviews, internal cybersecurity policy compliance, and near-term incident response to identify or disconfirm potential involvement of a threat actor. We maintain a highly qualified cybersecurity team comprising management, information technology, and legal experts.

In addition, SOC operation and incident response teams are delivered by top companies in the cybersecurity sector to ensure that the most appropriate profiles with deep knowledge in cybersecurity are available with the right capacity to handle the activities such as incident management, prioritization and incident resolution. When categorizing incidents, factors such as impact, number of users affected, type of information compromised, the threat actor involved, and sector trends are taken into consideration. Additionally, incidents are reviewed monthly in follow-up meetings with the vendor, shared in weekly IT committee sessions and discussed monthly in the cybersecurity council. Regular training programs for employees, executives, and directors are conducted to heighten awareness of cybersecurity risks and the importance of protecting sensitive and personal data.

In alignment with our continuous improvement commitment, we continue the execution of our Cybersecurity Director Plan for the period 2025-2027. This plan sets a comprehensive approach to advancing our cybersecurity maturity.

The plan presented in the Board of Directors meeting on December 17, 2024, outlines the primary action lines, categorized according to the domains established by the Spanish National Institute of Standards and Technology (“NIST”): governance, identification, protection, detection, response and recovery.

In addition, we continuously carry out training and awareness initiatives related to security and privacy, promoting training and awareness campaigns for our employees. Some of the topics covered include protection of personal information, secure password management, device protection (laptops, smartphones, etc.), social engineering (phishing, smishing, vishing), malware and other technical attacks detection, detection of scams, security on online purchases and how to react if there is a security incident.

As of the date of this annual report on Form 20-F, we have not identified any cybersecurity threats, including as a result of any previous cybersecurity incident, that materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see Item 3 of Part I, “D. Risk Factors—Risks Relating to the Company and Our Business—Cyber-attacks or other privacy and data security incidents could disrupt our business and expose us to significant losses, liability and reputational damage.”

Governance

Our Board of Directors, through the Audit Committee, is responsible for supervising and evaluating the efficiency of the control and management on cybersecurity. Our Internal Audit and Enterprise Risk Management Department supports the Audit Committee in the fulfilment of this responsibility, which includes oversight of our threat landscape, posture, performance, and strategy related to cybersecurity. The Audit Committee oversees cybersecurity incident trends and material incidents and receives periodic updates regarding cybersecurity posture, risk exposure, mitigation initiatives and incident response activities. In the event of an incident with impact, the Head of the Information Security Office would contact the Chief Digital and Information officer who will liaise with the relevant parties in the Executive Committee and Internal Audit to present the incident and impact. The same audience will be updated regularly about the root cause, and countermeasures implemented in addition to the upcoming audit committee meeting.

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Table of Contents To support the deployment of the principles of our cybersecurity strategy and processes, we have created and implemented the Information Security Process and Management System (the “ISMS”). The ISMS is based on the appropriate definition of objectives, roles and responsibilities, policies and procedures, and technology to: (i) identify cybersecurity threats and related risks; (ii) protect critical assets; (iii) detect and respond to cybersecurity threats and cybersecurity incidents; and (iv) recover business services due to a cybersecurity incident.

Our Head of the Information Security Office (“ISEC”) reports to the CDIO and has the authority to develop and implement our cybersecurity policies, standards, procedures, and oversee the implementation and effectiveness of the ISMS. Our Head of the ISEC has more than 20 years of experience in cybersecurity practice, having worked for five years in the risk management practice of a global consulting firm, and for five years as global Chief Information Security Officer for a multinational company. He is a Telecommunication Engineer and has been awarded with CISA and PMP certifications, among others. He is also member of the ISMS forum (La Asociación Española para el Fomento de la Seguridad de la Información), in Spain and participates in roundtables and industry forums to stay connected to the latest cybersecurity trends. Our Chief Digital information officer has more than 25 years of experience working across multiple sectors for top 100 fortune companies such as IBM, Procter and Gamble, HP and Deutsche Post DHL.

In 2025, we strengthened the role of our Global Cybersecurity Committee, a cross-functional body composed of representatives from business units, information technology, legal, operations and services, which supports alignment of cybersecurity initiatives with business objectives and promotes a cybersecurity culture across the organization. This committee facilitates the alignment of cybersecurity initiatives with business objectives; ensure global coverage of the ISMS; collaborates in the prioritization and execution of security initiatives and projects; and promotes a culture of protection against cybersecurity threats throughout the Grifols Group entities. This committee is comprised of representatives of business units, information technology and legal personnel, as well as operations and services areas.

In addition to periodic meetings with representatives from various areas, including lawyers, accountants and information technology specialists, as well as a continually open line of communications, the Head of Internal Audit shall attend together with the Head of the ISEC and the CDIO to update the Audit Committee at least once per quarter regarding the control and management on cybersecurity.

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Table of Contents PART III

Item 17.	FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18 of this Part III.

Item 18.	FINANCIAL STATEMENTS

The audited consolidated financial statements as required under Item 18 of this Part III are attached hereto starting on page F-1 of this annual report on Form 20-F. The audit report of Deloitte Auditores, S.L., our independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

Item 19.	EXHIBITS
Exhibit<br>Number		Description
---	---	---


1.1		Articles of Association (Estatutos Sociales) of Grifols, S.A. (English translation) (incorporated herein by reference to Exhibit 1.1 to our Annual Report on Form 20-F (File No. 001-35193) filed on April 11, 2025)

2.1		Amendment No. 1 to Deposit Agreement dated as of March 14, 2011 among Grifols, S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit (a)(2) to our Registration Statement on Form F-6 (File No. 333-182636) filed on July 12, 2012)

2.2		Amendment No. 2 to Deposit Agreement dated as of December 30, 2020 among Grifols, S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit 2.2 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 9, 2021)

2.3		Form of Deposit Agreement among Grifols, S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit (a) to our Registration Statement on Form F-6 (File No. 333-172688) filed on March 9, 2011)

2.4		Form of Deposit Agreement among Grifols, S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit (a) to our Registration Statement on Form F-6 (File No. 333-159327) filed on May 18, 2009)

2.5		Senior Notes Indenture, dated as of October 5, 2021, relating to the 3.875% Senior Notes due 2028 and the 4.750% Senior Notes due 2028, between Grifols Escrow Issuer, S.A.U., Grifols S.A., the guarantors signatory thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.9 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 29, 2022)

		Form of dollar 4.750% Senior Note due 2028 (incorporated herein by reference to Exhibit 2.9 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 29, 2022)

		Form of euro 3.875% Senior Note due 2028 (incorporated herein by reference to Exhibit 2.9 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 29, 2022)

2.6		Supplemental Indenture, dated as of April 21, 2022, relating to the 3.875% Senior Notes due 2028 and the 4.750% Senior Notes due 2028, between Grifols S.A., Grifols Escrow Issuer, S.A.U., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.14 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 18, 2023)

204

Table of Contents		Description


2.7	Supplemental Indenture, dated as of September 28, 2022, relating to the 3.875% Senior Notes due 2028 and the 4.750% Senior Notes due 2028, between Grifols Escrow Issuer, S.A.U., Grifols Biotest Holdings GmbH and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.15 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 18, 2023)

2.8	Supplemental Indenture, dated as of July 21, 2023, relating to the 3.875% Senior Notes due 2028 and the 4.750% Senior Notes due 2028, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.14 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 19, 2024)

2.9	Supplemental Indenture, dated as of April 14, 2026, relating to the 3.875% Senior Notes due 2028 and the 4.750% Senior Notes due 2028, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee*

2.10	Senior Notes Indenture, dated as of April 30, 2024, relating to the 7.500% Senior Secured Notes due 2030, between Grifols S.A., the guarantors signatory thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.14 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 11, 2025)

	Form of 7.500% Senior Secured Note due 2030 (File No. 001-35193) filed on April 11, 2025)

2.11	Supplemental Indenture, dated as of June 4, 2024, relating to the 7.500% Senior Secured Notes due 2030, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.15 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 11, 2025)

2.12	Supplemental Indenture, dated as of November 13, 2025, relating to the 7.500% Senior Secured Notes due 2030, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee*

2.13	Supplemental Indenture, dated as of April 14, 2026, relating to the 7.500% Senior Secured Notes due 2030, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee*

2.14	Senior Notes Indenture, dated as of December 19, 2024, relating to the 7.125% Senior Secured Notes due 2030, between Grifols S.A., the guarantors signatory thereto and BNY Mellon Corporate Trustee Services Limited, as trustee (incorporated herein by reference to Exhibit 2.16 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 11, 2025)

	Form of 7.125% Senior Secured Note due 2030 (incorporated herein by reference to Exhibit 2.16 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 11, 2025)

2.15	Supplemental Indenture, dated as of April 14, 2026, relating to the 7.125% Senior Secured Notes due 2030, between Grifols S.A., the guarantors party thereto and BNY Mellon Corporate Trustee Services Limited, as trustee*

4.1	Credit Agreement, dated as of April 14, 2026 by and among Grifols International Services Designated Activity Company and Grifols International Services USA Inc., as Borrowers, Grifols, S.A. and certain subsidiaries of Grifols, S.A., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative and collateral agent *

4.2	Description of Securities (incorporated herein by reference to Exhibit 4.7 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 9, 2021)

4.3	Plasma Supply Agreement, dated as of February 5, 2019, among Grifols, S.A., Grifols Worldwide Operations Limited, Biotest Pharmaceuticals Corporation and Haema GmbH (incorporated herein by reference to Exhibit 10.1 of our Annual Report on Form 20-F/A (File No. 001-35193) filed on April 23, 2019)
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Exhibit<br>Number		Description

8.1		List of subsidiaries (see Notes 1 and 2(b) to our audited consolidated financial statements starting on page F-1 of this annual report on Form 20-F)*

10.1		Notices sent to directors and executive officers concerning equity securities subject to blackout periods*

11.1		Internal Code of Conduct of Grifols, S.A. in Matters Relating to the Securities Market*

12.1		Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

12.2		Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

13.1		Principal Executive Officer and Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

97.1		Executive Compensation Clawback Policy (incorporated herein by reference to Exhibit 97.1 of our Annual Report on Form 20-F (File No. 001-35193) filed on April 19, 2024)

101		Interactive Data File

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Schema Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Schema Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Schema Presentation Linkbase

104		Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith.
---	---

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Table of Contents SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

GRIFOLS, S.A.
By:	/s/ José Ignacio Abia Buenache
	Name: José Ignacio Abia Buenache
	Title: Chief Executive Officer of the Board of Directors

	GRIFOLS, S.A.
Date: April 17, 2026.

207

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Financial Statements

31 December 2025 and 2024

Summary

●	Consolidated Annual Accounts
	◾<br><br>Report of Independent Registered Public Accounting Firm (KPMG Auditores, S.L., Barcelona, Spain. Audit Firm ID: 1027)	F - 2
	◾<br><br>Report of Independent Registered Public Accounting Firm (Deloitte Auditores, S.L., Barcelona, Spain. Audit Firm ID: 1223)	F - 3
	◾<br><br>Consolidated Balance Sheets	F - 6
	◾<br><br>Consolidated Statements of Profit and Loss	F - 8
	◾<br><br>Consolidated Statements of Comprehensive Income	F - 9
	◾<br><br>Consolidated Statements of Cash Flows	F - 10
	◾<br><br>Consolidated Statement of Changes in Equity	F - 11

●	Notes
	(1)Nature, Principal Activities and Subsidiaries	F - 12
	(2)Basis of Presentation	F - 12
	(3)Business Combinations and Divestments	F - 23
	(4)Significant Accounting Policies	F - 26
	(5)Segment Reporting	F - 43
	(6)Goodwill	F - 48
	(7)Other Intangible Assets	F - 56
	(8)Leases	F - 58
	(9)Property, Plant and Equipment	F - 60
	(10)Equity-Accounted Investees and Joint Business	F - 61
	(11)Financial Assets	F - 68
	(12)Inventories	F - 70
	(13)Trade and Other Receivables	F - 71
	(14)Cash and Cash Equivalents	F - 73
	(15)Equity	F - 73
	(16)Earnings Per Share	F - 80
	(17)Non-Controlling Interests	F - 81
	(18)Provisions	F - 86
	(19)Financial Liabilities	F - 87
	(20)Trade and Other Payables	F - 94
	(21)Other Current Liabilities	F - 95
	(22)Net Revenues	F - 95
	(23)Personnel Expenses	F - 97
	(24)Expenses by Nature	F - 98
	(25)Finance Result	F - 99
	(26)Pension Plans and Other Benefit Plans	F - 99
	(27)Employee Benefits	F - 103
	(28)Taxation	F - 105
	(29)Other Commitments with Third Parties and Other Contingent Liabilities	F - 111
	(30)Financial Instruments	F - 116
	(31)Balances and Transactions with Related Parties	F - 125
	(32)Subsequent events	F - 129

●	Appendix
	●<br><br>Appendix I		Information on Group Companies, Associates and others	F - 131
	●<br><br>Appendix II		Accounting statement of results and liquidity	F - 139

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Grifols, S.A.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of profit and loss, comprehensive income, cash flow, and changes in consolidated equity of Grifols, S.A. and subsidiaries (the Company) for the year ended December 31, 2023, and the related notes and Appendix I (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2023, in conformity with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as adopted by the European Union.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG Auditores, S.L.

We served as the Company’s auditor from 1990 to 2023.

Barcelona, Spain

April 11, 2025

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Grifols, S.A.,

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Grifols, S.A. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of profit and loss, comprehensive income, changes in consolidated equity, and consolidated cash flows, for each of the two years in the period ended December 31, 2025, and the related notes and Appendices I and II (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 17, 2026 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the Diagnostics CGU (Cash Generating Unit) goodwill impairment analysis

Critical Audit Matter Description

As discussed in Note 6 to the consolidated financial statements, the goodwill balance as of 31 December 2025 amounted to EUR 6,833 million of which EUR 2,525 million related to the Diagnostics cash generating unit (CGU). On an annual basis and whenever there is an impairment indicator, the Company assesses the recoverable amount of goodwill and the net assets associated with each of the CGUs, for which purpose the Company employs cash flow projections aligned with projected earnings and the necessary investments. F-3

Table of Contents In particular, the Company determines the recoverable amount of goodwill of the Diagnostics CGU based on the fair value less costs to sell using the discounted cash flow (DCF) method. In addition, the Company periodically, for this determination of the recoverable amount, has external valuation reports used to compare the results obtained through their own DCF model, as a benchmark for value.

We identified the evaluation of the goodwill impairment analysis for the Diagnostics CGU as a critical audit matter because significant judgment and an increased extent of audit effort, including the involvement of our valuation specialists, were required to evaluate the Company’s impairment test which was performed using a DCF model. The DCF model included assumptions related to sales and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) projections for the Molecular Donor Screening (MDS), Blood Typing Solutions (BTS) and Clinical Diagnostics (CDx) lines of business, perpetual growth rate, and the discount rate. Minor changes to these assumptions could have a significant effect on the Company’s determination of the recoverable amount of the goodwill.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s assessment of goodwill for impairment included the following, among others:

●	We obtained an understanding of the process followed by the Company to assess the recoverable amount of the goodwill and we tested the design, implementation, and operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process.
●	We obtained and analyzed the impairment test performed by the Company and evaluated the consistency of the future cash flow forecasts used in that impairment test by comparing the historical projections with actual results, as well as with the business plan approved by the Company’s governing bodies.
---	---
●	We involved our valuation specialist who assisted in evaluating the:
---	---
-	Reasonableness of the methodology employed by the Company in the impairment test, including the verification of the mathematical accuracy of the DCF.
---	---
-	Reasonableness of valuation assumptions, such as the discount rate and perpetual growth rate for the Diagnostics CGU included in the Company’s DCF.
---	---
-	Recoverable amount of the Diagnostics CGU determined by the Company was consistent with recent market valuations and transactions of comparable companies in the industry.
---	---
●	We evaluated the Company’s ability to prepare forecast projections for the MDS, BTS and CDx business lines by comparing actual results to public data available, as well as to industry reports of sales expectations for each line of business noted above.
---	---
●	We performed sensitivity analyses over the sales and EBITDA growth, discount rate, and growth rate assumptions in the Company’s DCF to assess their impact on the recoverable amount of the Diagnostics CGU.
---	---
●	We agreed the disclosures included in connection with this matter in Notes 4.g and 6 to the accompanying consolidated financial statement, including the sensitivity analyses of the aforementioned key assumptions, to those required by the regulatory financial reporting framework applicable to the Group.
---	---

/s/ Deloitte Auditores, S.L.

Barcelona, Spain

April 17, 2026

We have served as the Company’s auditor since 2024.

F-4

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Grifols, S.A.,

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Grifols, S.A. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated April 17, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Auditores, S.L.

Barcelona, Spain

April 17, 2026

F-5

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets

at 31 December 2025 and 2024

(Expressed in millions of Euros)


Assets	Reference	31/12/2025	31/12/2024
Goodwill	Note 6	6,833	7,403
Other intangible assets	Note 7	2,728	2,926
Rights of use	Note 8	932	968
Property, plant and equipment	Note 9	3,120	3,342
Investment in equity-accounted investees	Note 10	97	69
Non-current financial assets measured at fair value		339	423
Non-current financial assets at amortized cost		173	67
Total non-current financial assets	Note 11	512	490
Other non-current assets	Note 10	—	137
Deferred tax assets	Note 28	416	342
Total non-current assets		14,638	15,677

Inventories	Note 12	3,296	3,560
Current contract assets	Note 13	83	36
Trade and other receivables
Trade receivables		651	705
Other receivables		101	78
Current income tax assets		17	53
Trade and other receivables	Note 13	769	836
Other current financial assets
Current financial assets measured at fair value		—	6
Current financial assets at amortized cost		36	238
Total current financial assets	Note 11	36	244
Other current assets		65	72
Cash and cash equivalents	Note 14	825	980
Total current assets		5,074	5,728

Total assets		19,712	21,405

The accompanying notes form an integral part of the consolidated financial statements.

F-6

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets

at 31 December 2025 and 2024

(Expressed in millions of Euros)


Equity and liabilities	Reference	31/12/2025	31/12/2024
Share capital		120	120
Share premium		911	911
Reserves		4,185	4,054
Interim dividend		(102)	—
Treasury stock		(131)	(135)
Profit for the year attributable to the Parent		402	157
Total shareholder’s equity		5,385	5,107

Cash Flow hedges		(1)	—
Other comprehensive Income		(5)	(9)
Other comprehensive income from financial instruments valuation	Note 11	(98)	(18)
Translation differences		(10)	803
Total Other comprehensive expenses		(114)	776
Equity attributable to the Parent	Note 15	5,271	5,883
Non-controlling interests	Note 17	2,332	2,723
Total equity		7,603	8,606

Liabilities

Grants		16	14
Provisions	Note 18	119	125
Non-current financial liabilities	Nota 19	9,091	9,491
Other non-current liabilities		3	1
Deferred tax liabilities	Nota 28	861	1,012
Total non-current liabilities		10,090	10,643

Provisions	Note 18	35	39
Current other financial liabilities	Note 19	552	676
Trade and other payables
Suppliers		841	852
Other payables		252	210
Current income tax liabilities		25	61
Total trade and other payables	Note 20	1,118	1,123
Other current liabilities	Note 21	314	318
Total current liabilities		2,019	2,156
Total liabilities		12,109	12,799

Total equity and liabilities		19,712	21,405

The accompanying notes form an integral part of the consolidated financial statements.

F-7

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Statements of Profit and Loss

for the years 2025, 2024 and 2023

(Expressed in thousands of Euros)


	Reference	2025		2024		*2023 ()**
Continuing Operations
Net revenue	Note 5 and 22	7,524		7,212		6,592
Cost of sales		(4,665)		(4,418)		(4,109)
Gross Margin		2,859		2,794		2,483
Research and development		(426)		(384)		(395)
Selling, general and administration expenses		(1,183)		(1,255)		(1,373)
Operating Expenses		(1,609)		(1,639)		(1,768)

Other income		1		—		3
Profit of equity accounted investees with similar activity to that of the Group	Note 10	(8)		37		64
Operating Result		1,243		1,192		782
Finance income		34		44		62
Finance costs		(625)		(714)		(597)
Dividends		2		2		—
Financial cost of sale of trade receivables	Note 13	(14)		(31)		(25)
Change in fair value of financial instruments		33		20		1
Impairment of financial assets		(3)		(9)		—
Exchange differences		(55)		(60)		(16)
Finance result	Note 25	(628)		(748)		(575)
Profit/(loss) of other equity accounted investees	Note 10	—		—		(1)
Profit before income tax		615		444		206
Income tax expense	Note 28	(115)		(231)		(43)
Consolidated net profit		500		213		163
Consolidated net profit attributable to:		500		213		163
Profit attributable to the Parent		402		157		42
Profit attributable to non-controlling interest	Note 17	98		56		121

Basic earnings per share (Euros)	Note 16	0.59	****	0.23	****	0.06

Diluted earnings per share (Euros)	Note 16	0.59	****	0.23	****	0.06

(*) (See Note 2.d)

The accompanying notes form an integral part of the consolidated financial statements.

F-8

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

for the years 2025, 2024 and 2023

(Expressed in millions of Euros)


	Reference	2025	2024	*2023 ()**
Consolidated net profit		500	213	163
Translation differences		(1,052)	515	(304)
Equity accounted investees / Translation differences	Note 10	(3)	(19)	(62)
Other comprehensive income from non-current assets held for sale		—	(2)	2
Cash flow hedges - effective portion of changes in fair value		(1)	2	(22)
Cash flow hedges - amounts taken to profit or loss		—	(3)	23
Total other comprehensive (loss) income recognized for the year that may be reclassified subsequently to profit or loss		(1,056)	493	(363)
Gains (losses) from defined benefit plans		6	3	(3)
Gains (losses) from financial assets measured at fair value through comprehensive income		(80)	(18)	—
Tax effect		(2)	(3)	2
Total other comprehensive income (loss) recognized for the year that will not be reclassified subsequently to profit or loss		(76)	(18)	(1)

Total Other comprehensive income (loss) for the year		(1,132)	475	(364)
Total comprehensive income (loss) for the year		(632)	688	(201)
Total comprehensive income attributable to the Parent		(488)	526	(278)
Total comprehensive income attributable to non-controlling interests		(144)	162	77

(*) (See Note 2.d)

The accompanying notes form an integral part of the consolidated financial statements.

F-9

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

31 December 2025, 2024 and 2023

(Expressed in millions of Euros)


	Reference	2025	2024	*2023 ()**
Cash flows from operating activities
Profit before income tax		615	444	206
Adjustments for:		1,148	1,182	1,034
Amortization and depreciation	Note 24	450	438	446
Other adjustments:		698	744	588
(Profit) / losses on equity accounted investments	Note 10	8	(37)	(63)
Impairment of assets and net provision charges		49	73	101
(Profit) / losses on disposal of fixed assets		2	1	7
Government grants taken to income		(7)	(15)	(10)
Finance cost / (income)		628	681	556
Other adjustments		18	41	(3)
Change in operating assets and liabilities		(31)	23	(363)
Change in inventories		(97)	26	(411)
Change in trade and other receivables		(32)	(42)	(69)
Change in current financial assets and other current assets		4	10	13
Change in current trade and other payables		94	29	104
Other cash flows used in operating activities		(685)	(747)	(660)
Interest paid	Note 19(e)	(532)	(571)	(529)
Interest received		10	11	14
Income tax paid		(169)	(176)	(159)
Other paid		6	(11)	14
Net cash from/(used in) operating activities		1,047	902	217
Cash flows from investing activities
Payments for investments		(588)	(702)	(432)
Group companies, associates and business units	Note 3 and 10	(108)	(286)	(29)
Property, plant and equipment and intangible assets		(423)	(372)	(310)
Property, plant and equipment	Note 7	(265)	(233)	(224)
Intangible assets	Note 9	(158)	(139)	(86)
Other financial assets	Note 11 and 31	(57)	(44)	(93)
Proceeds from the sale of investments		9	1,588	38
Non-current assets held for sale		—	1,564	—
Property, plant and equipment		4	24	23
Other financial assets		5	—	15
Net cash (used in) investing activities		(579)	886	(394)
Cash flows from financing activities
Proceeds from and payments for financial liability instruments		(309)	(1,352)	171
Issue		1,360	4,007	1,638
Redemption and repayment		(1,550)	(5,248)	(1,351)
Lease payments	Note 8 and 19(e)	(119)	(111)	(116)
Dividends		(128)	(1)	—
Dividends paid	Note 15 and 17	(128)	(1)	—
Other cash flows used in financing activities		(92)	(6)	1
Financing costs included in the amortized cost of the debt		—	(58)	—
Acquisition of non-controlling interests	Note 17	(129)	—	—
Other amounts from / (used in) financing activities		37	52	1
Net cash from/(used in) financing activities		(529)	(1,359)	172
Effect of exchange rate fluctuations on cash		(94)	22	(15)
Net increase / (decrease) in cash and cash equivalents		(155)	451	(20)
Cash and cash equivalents at beginning of the year		980	529	549
Cash, restricted cash and cash equivalents at year end	Note 14	825	980	529

(*) (See Note 2.d)

The accompanying notes form an integral part of the consolidated financial statements.

F-10

Table of Contents GRIFOLS, S.A. AND SUBSIDIARIES

Statement of Changes in Consolidated Equity for the years ended31 December 2025, 2024 and 2023

(Expressed in millions of Euros)


		Attributable to shareholders of the Parent Company
								Accumulated other comprehensive income					Equity to
					Profit attributable				Other	Other comprehensive	Other comprehensive		attributable
		Share	Share		to	Interim	Treasury	Translation	comprehensive	income from non-current	income from financial	Cash flow	to	Non-controlling
	Reference	Capital	Premium	Reserves	Parent	dividend	Stock	differences	income	assets held for sale	instruments valuation	hedges	Parent	interests	Equity
Balance at 31 December 2022		120	911	3,868	208	—	(162)	735	(8)	—	—	—	5,672	2,328	8,000
Adjustment (See Note 2.d)		—	—	—	(23)	—	—	—	—	—	—	—	(23)	—	(23)
*Balance at 31 December 2022 ()**		120	911	3,868	185	—	(162)	735	(8)	—	—	—	5,649	2,328	7,977
Translation differences		—	—	—	—	—	—	(322)	—	—	—	—	(322)	(44)	(366)
Cash flow hedges	Note 30	—	—	—	—	—	—	—	—	—	—	1	1	—	1
Other comprehensive income		—	—	—	—	—	—	—	(1)	—	—	—	(1)	—	(1)
Other comprehensive income from non-current assets held for sale		—	—	—	—	—	—	—	—	2	—	—	2	—	2
Other comprehensive income / (expense) for the year		—	—	—	—	—	—	(322)	(1)	2	—	1	(320)	(44)	(364)
Profit/(loss) for the year		—	—	—	59	—	—	—	—	—	—	—	59	121	180
Total comprehensive income / (expense) for the year		—	—	—	59	—	—	(322)	(1)	2	—	1	(261)	77	(184)
Net change in treasury stock	Note 15(d)	—	—	—	—	—	9	—	—	—	—	—	9	—	9
Acquisition / Divestment of non-controlling interests	Note 15(c) and 17	—	—	(1)	—	—	—	—	—	—	—	—	(1)	—	(1)
Other changes		—	—	(11)	—	—	—	—	—	—	—	—	(11)	(260)	(271)
Distribution of 2022 profit:
Reserves		—	—	185	(185)	—	—	—	—	—	—	—	—	—	—
Operations with shareholders or owners		—	—	173	(185)	—	9	—	—	—	—	—	(3)	(260)	(263)
Balance at 31 December 2023		120	911	4,041	59	—	(153)	413	(9)	2	—	1	5,385	2,145	7,530
Adjustment (See Note 2.d)		—	—	—	(17)	—	—	—	—	—	—	—	(17)	—	(17)
*Balance at 31 December 2023 ()**		120	911	4,041	42	—	(153)	413	(9)	2	—	1	5,368	2,145	7,513
*Balance at 31 December 2023 ()**		120	911	4,041	42	—	(153)	413	(9)	2	—	1	5,368	2,145	7,513
Translation differences		—	—	—	—	—	—	390	—	—	—	—	390	106	496
Cash flow hedges	Note 30	—	—	—	—	—	—	—	—	—	—	(1)	(1)	—	(1)
Other comprehensive income		—	—	—	—	—	—	—	—	—	—	—	—	—	—
Other comprehensive income from non-current assets held for sale		—	—	—	—	—	—	—	—	(2)	—	—	(2)	—	(2)
Other comprehensive income from financial instruments valuation		—	—	—	—	—	—	—	—	—	(18)	—	(18)	—	(18)
Other comprehensive income / (expense) for the year		—	—	—	—	—	—	390	—	(2)	(18)	(1)	369	106	475
Profit/(loss) for the year		—	—	—	157	—	—	—	—	—	—	—	157	56	213
Total comprehensive income / (expense) for the year		—	—	—	157	—	—	390	—	(2)	(18)	(1)	526	162	688
Net change in treasury stock	Note 15 (d)	—	—	—	—	—	18	—	—	—	—	—	18	—	18
Acquisition / Divestment of non-controlling interests	Note 15(c) and 17	—	—	(10)	—	—	—	—	—	—	—	—	(10)	(26)	(36)
Other changes		—	—	(19)	—	—	—	—	—	—	—	—	(19)	508	489
Distribution of 2023 profit:
Reserves		—	—	42	(42)	—	—	—	—	—	—	—	—	—	—
Dividends		—	—	—	—	—	—	—	—	—	—	—	—	(66)	(66)
Interim dividend		—	—	—	—	—	—	—	—	—	—	—	—	—	—
Operations with shareholders or owners		—	—	13	(42)	—	18	—	—	—	—	—	(11)	416	405
Balance at 31 December 2024		120	911	4,054	157	—	(135)	803	(9)	—	(18)	—	5,883	2,723	8,606
Adjustment (See Note 2.d)
*Balance at 31 December 2024 ()**		120	911	4,054	157	—	(135)	803	(9)	—	(18)	—	5,883	2,723	8,606
*Balance at 31 December 2024 ()**		120	911	4,054	157	—	(135)	803	(9)	—	(18)	—	5,883	2,723	8,606
Translation differences		—	—	—	—	—	—	(813)	—	—	—	—	(813)	(242)	(1,055)
Cash flow hedges	Note 30	—	—	—	—	—	—	—	—	—	—	(1)	(1)	—	(1)
Other comprehensive income		—	—	—	—	—	—	—	4	—	—	—	4	—	4
Other comprehensive income from non-current assets held for sale		—	—	—	—	—	—	—	—	—	—	—	—	—	—
Other comprehensive income from financial instruments valuation		—	—	—	—	—	—	—	—	—	(80)	—	(80)	—	(80)
Other comprehensive income / (expense) for the year		—	—	—	—	—	—	(813)	4	—	(80)	(1)	(890)	(242)	(1,132)
Profit/(loss) for the year		—	—	—	402	—	—	—	—	—	—	—	402	98	500
Total comprehensive income / (expense) for the year		—	—	—	402	—	—	(813)	4	—	(80)	(1)	(488)	(144)	(632)
Net change in treasury stock	Note 15(d)	—	—	—	—	—	4	—	—	—	—	—	4	—	4
Acquisition / Divestment of non-controlling interests	Note 15(c) and 17	—	—	(28)	—	—	—	—	—	—	—	—	(28)	(110)	(138)
Other changes		—	—	2	—	—	—	—	—	—	—	—	2	4	6
Distribution of 2024 profit:
Reserves		—	—	157	(157)	—	—	—	—	—	—	—	—	—	—
Dividends		—	—	—	—	—	—	—	—	—	—	—	—	(141)	(141)
Interim dividend		—	—	—	—	(102)	—	—	—	—	—	—	(102)	—	(102)
Operations with shareholders or owners		—	—	131	(157)	(102)	4	—	—	—	—	—	(124)	(247)	(371)
Balance at 31 December 2025		120	911	4,185	402	(102)	(131)	(10)	(5)	—	(98)	(1)	5,271	2,332	7,603

(*) (See Note 2.d)

The accompanying notes form an integral part of the consolidated financial statements.

F-11

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

(1)	Nature, Principal Activities and Subsidiaries

Grifols, S.A. and its subsidiaries (hereinafter, the “Group” or “Grifols”) form an integrated and diversified business group, specialized in the development of plasma-derived medicines (hemoderivatives). Thanks to the collaboration of donors across its global network of donation centers, the Group contributes daily to improving the quality of life of millions of patients with rare and chronic diseases. In addition, Grifols stands out in the field of diagnostic solutions and transfusion medicine, reinforcing the safety of the global blood supply and providing biological materials for research and pharmaceutical manufacturing.

The main manufacturing facilities of the Group’s Spanish companies are located in Parets del Vallès (Barcelona) and Torres de Cotilla (Murcia), while those of its North American companies are located in Los Angeles (California), Clayton (North Carolina), Emeryville (California), and San Diego (California). Additionally, Grifols has plants in Dublin (Ireland), Montreal (Canada), and Dreieich (Germany).

Annex I lists the main companies that make up the Group, as well as their activity, main corporate purpose, registered address, date of incorporation, the Group’s effective ownership percentage, and their consolidation method.

The parent company of the Group is Grifols, S.A. (hereinafter, the “Company”), a public limited company incorporated for an indefinite period in Spain on June 22, 1987. Its registered office and tax address are located at Avinguda de la Generalitat 152-158, 08174 Sant Cugat del Vallès, Barcelona.

The Company’s principal activity consists of providing administration, management and control services to companies and businesses, as well as investing in tangible and intangible assets, mainly in relation to its subsidiary companies.

All of the Company’s shares are listed on the Barcelona, Madrid, Valencia and Bilbao securities markets and on the Spanish Automated Quotation System (SIBE/Continuous Market). Additionally, Class B non-voting shares (ADRs) are listed on the NASDAQ (USA) and on the Spanish Automated Quotation System (SIBE/Continuous Market).

**(2)**Basis of Presentation

The consolidated annual financial statements have been prepared on the basis of the accounting records of Grifols, S.A. and the entities included in the Group. The consolidated annual financial statements for the year 2025 and the comparative figures have been prepared in accordance with the International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board (IFRS‑IASB), which, for the purposes of the Group, are identical to the International Financial Reporting Standards as adopted by the European Union (EU‑IFRS) to present a true and fair view of the consolidated equity and consolidated financial position of Grifols, S.A. and its subsidiaries as of 31 December 2025, and of the consolidated results of operations, consolidated cash flows and consolidated changes in equity for the financial year then ended.

The Board of Directors of Grifols, S.A. estimate that he consolidated financial statements for fiscal year 2025, which were formulated on April, 16 2026, will be approved by the General Shareholders’ Meeting without any modifications.

The figures set out in these consolidated financial statements are stated in millions Euro, unless indicated otherwise.

These consolidated financial statements for 2025 show comparative figures for 2024 and 2023 from the consolidated statement of profit and loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows and their corresponding notes thereto. For the purposes of comparing the consolidated statement of profit and loss for 2025, 2024 and 2023 and the consolidated balance sheet for 2025 and 2024, the effects of the application new standards described in note 2 must be taken into account.

In accordance with the provision of section 357 of the Irish Companies Act 2014, the Company has irrevocably guaranteed all liabilities of an Irish subsidiary undertaking, Grifols Worldwide Operations Limited (Ireland) (see Appendix I), for the financial year ended 31 December 2025 as referred to in subsection 1(b) of that Act, for the purposes of enabling Grifols Worldwide Operations Limited to claim exemption from the requirement to file their own financial statements in Ireland. F-12

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

a) Relevant accounting estimates, assumptions and judgments used when applying accounting principles

The preparation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) requires Management to make judgments, estimates and assumptions that affect the application of the Group’s accounting policies and, consequently, the reported amounts of assets, liabilities, income and expenses.

These estimates and assumptions are based on the best information available at the date of preparation of the consolidated financial statements and on the Group’s historical experience, as well as on reasonable expectations regarding the future development of the economic, regulatory, technological and market environment in which the Group operates. However, given the inherently subjective nature of certain estimates, actual results may differ from those estimates, which could have a significant effect on the consolidated financial statements in future periods.

The most relevant accounting estimates and the most significant judgments applied by Management in the preparation of the consolidated financial statements are detailed below.

Critical accounting estimates

●	Recoverable amount of non-current assets, useful lives and goodwill, and fair value in business combinations or corporate transactions.

The accounting for non-current assets and goodwill requires the application of significant estimates and judgments, both at initial recognition and in subsequent measurement.

In particular, the Group is required to estimate (i) the useful lives of tangible and intangible assets, (ii) the recoverable amount of the non-current assets when there are indicators of impairment and, at least annually in the case of assets with indefinite useful lives and goodwill, (iii) the fair value of the non-current assets recognised in business combinations or in corporate transactions that involve a change of control or significant influence.

i)Property, plant and equipment and intangible assets: useful lives

The determination of the useful lives of property, plant and equipment and intangible assets is based on the estimation of the period over which such assets are expected to generate economic benefits for the Group. This assessment requires consideration of legal, technological, functional and economic factors, such as:

●	expected technological developments,
●	commercial life cycles of pharmaceutical products,
---	---
●	changes in regulatory frameworks, where applicable, and
---	---
●	the frequency of use of the assets and their physical wear and tear.
---	---

ii)Property, plant and equipment, intangible assets and investments in associates: recoverable amount

The Group also assesses whether there are any indicators of impairment for its amortising non-current assets and, when such indicators are identified, estimates the recoverable amount of those assets. When the recoverable amount is lower than the carrying amount, the Group recognises an impairment loss.

In identifying indicators of impairment, the Group considers, among others, the following internal and external factors:

●	developments in the macroeconomic environment,
●	changes in the regulatory framework,
---	---
●	increased competition,
---	---
●	technological obsolescence,
---	---

F-13

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

●	cancellation or delay of research and development projects,
●	deterioration in the commercial performance of certain products, and
---	---
●	significant changes in the business model.
---	---

These factors may affect both the expected amount of future cash flows and the timing of their generation.

In the case of intangible assets with indefinite useful lives, the recoverable amount is determined annually (Note 4(g)).

iii)Goodwill and cash-generating units (CGUs): recoverable amount

Goodwill is not amortized and is tested for impairment, at least annually, at the level of the cash-generating units (CGUs) to which it has been allocated.

The determination of the recoverable amount of a CGU primarily requires:

●	The preparation of future cash flow projections based on approved business plans, which include assumptions such as: (i) sales growth, (ii) expected operating margins, (iii) future investment plans and requirements.
●	The determination of the success of research and development projects - understood as the probability that the final outcome of a clinical trial will be successful - as well as the perpetual growth rates and the appropriate discount rates that reflect the inherent risks of the business.
---	---

In the pharmaceutical industry, these assumptions are influenced by factors such as the development of the product pipeline, the results of clinical trials, the obtaining of regulatory approvals, the expected commercial life of products, the emergence of substitute products and changes in pricing policies, among others.

Given the inherently uncertain nature of many of the assumptions used, reasonably possible changes in key estimates could give rise to significant impacts on the carrying amounts of these assets in future periods. For this reason, the Group periodically reviews the appropriateness of the assumptions applied and their alignment with the strategic plan approved by Management and with the environment in which it operates. In this regard, sensitivity analyses are presented in the most relevant cases (Note 6).

iv)Fair value in business combinations and initial recognition of assets

In business combinations, the Group determines the fair value of the assets acquired and liabilities assumed at the acquisition date.

This process first requires judgment in identifying the assets and liabilities that arise and are recognised at the time of the business combination, such as:

●	intangible assets related to product portfolio or to products under development,
●	customer relationships,
---	---
●	technology assets, and
---	---
●	contingent liabilities.
---	---

Subsequently, the fair value of the assets and liabilities identified in the business combination is estimated, which involves the use of valuation techniques and the application of relevant assumptions, particularly in relation to:

●	projections of future cash flows,
●	success rates and launch timelines for products under development,
---	---
●	discount rates,
---	---
●	long-term growth rates, and
---	---
●	the economic useful lives of the identified assets.
---	---

F-14

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

These estimates are particularly relevant in the valuation of intangible assets associated with product portfolio, products under development, technologies and commercial relationships, where the assumptions would be significantly affected, among other factors, by the clinical and commercial success of the products, changes in the regulatory and economic environment and the launch of competing products (Notes 3 and 4(a)).

v)Retained interests after corporate transactions

As a result of a corporate transaction – for example, when significant influence is lost but an interest is retained, or when control is obtained over an investment that was previously classified as an associate – the fair value of the retained interest or of the previously held interest must be determined at initial recognition.

When the entity is not listed, the determination of this fair value is performed using valuation techniques such as:

●	market multiples, or
●	discounted cash flow projections, for which relevant assumptions are applied to estimate long-term operating results, recurring investment levels in productive assets, discount rates and perpetual growth rates.
---	---

These variables are highly influenced by the future evolution of the economic, competitive, regulatory and technological environment, which implies a significant degree of judgment in their determination.

●	Capitalisation of development costs as an intangible asset

The Group capitalises development costs when the criteria set out in IAS 38 are met, which requires significant judgment by Management.

The key criteria in this area are the technical feasibility of the product, the Group’s ability to commercially exploit the developments, and the expectation that they will generate sufficient future economic benefits to recover the carrying amount of the capitalised assets (Note 4(d)).

●	Valuation of inventories and assessment of their recoverability

Inventories are measured at the lower of cost and net realisable value. This assessment depends on factors such as:

–	annual regulatory certifications,
–	commercial and regulatory changes affecting selling prices,
---	---
–	the launch of substitute products by competitors,
---	---
–	the expected evolution of product demand over the next 12 months, and
---	---
–	product life cycles.
---	---

Management periodically assesses the recoverability of inventories and records the necessary write-downs when there is evidence of obsolescence or when the carrying amount exceeds net realisable value.

●	Deferred taxes and uncertain tax positions

The recognition of deferred tax assets, mainly in respect of tax losses and deductible temporary differences, requires the determination of future taxable profits, the estimation of the timing at which such assets will become deductible and the expected timing of the reversal of deferred tax liabilities. This assessment is based on the Group’s tax planning within the applicable regulatory framework (Note 4(q)).

In addition, the determination of income tax expense requires significant judgment in relation to the interpretation of the tax legislation in force in the different jurisdictions in which the Group operates, assessing the probability that the tax authorities will accept the positions adopted and estimating the amount that, where applicable, should be recognised as a contingent liability (Note 28). F-15

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Provisions and contingent liabilities

The Group recognises provisions when there is a present obligation, whether legal or implicit, arising from past events, the settlement of which is probable to require an outflow of resources and can be reliably estimated. The amount of the provision represents the Group’s best estimate of the expenditure required to settle the corresponding obligation.

The determination of this amount involves significant judgment and the use of estimates that take into account:

–	the best information available at the reporting date, including the assessment of the probability of occurrence of the event,
–	the opinion of independent experts, where appropriate, and
---	---
–	the evaluation of legal, tax, regulatory or contractual risks.
---	---

Due to the uncertainty inherent in these estimates, the actual outflows may differ from the amounts initially recognised (Notes 18 y 29).

●	Valuation of financial instruments

The determination of the fair value of certain financial instruments requires the use of valuation techniques that incorporate assumptions relating to observable and unobservable market variables, such as interest rates, foreign exchange rates, volatility and the credit risk of the counterparties. When quoted prices in active markets are not available, these valuations involve a higher degree of estimation and judgment (Notes 29 y 30).

In the case of call options over equity interests, the valuation model is based on the following elements:

–	fair value of the shares,
–	exercise price,
---	---
–	risk-free interest rate,
---	---
–	term of the option,
---	---
–	volatility, and
---	---
–	dividend yield.
---	---

The Group does not recognise any asset in respect of the valuation of financial instruments corresponding to call options over equity interests, as the amounts are not significant, given the wide range of positive variability in the estimates (Note 29).

These estimates may be affected by changes in market conditions and in the financial environment, among other factors.

●	Determination of rebates and chargebacks in the United States

The mechanism of chargeback discounts in the United States does not depend solely on the Group’s sales to the wholesale distributor, but also on the type of end customer to whom the wholesaler subsequently sells the product in the United States. Distributors are responsible for applying the chargeback only at the time of sale to the end customer, and the discount percentage varies significantly depending on the category of customer. End customers are grouped into categories with very different discount levels; for example, the governmental customer category generates significantly higher discounts than other categories.

Accordingly, the provision for chargebacks is recognised at the time of sale to the distributor and its estimation is based on historical settlement experience, the applicable contractual terms, the level of inventory held by distributors and the application of different discount levels depending on the expected mix of end customers to whom the distributor will sell the product (Note 4(p)).

Small changes in the assumptions used may have a significant impact on the revenue recognised. F-16

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Key judgments in the application of accounting policies

●	Assessment of control over investees

The determination of whether or not the Group controls an investee requires significant judgment and is not based solely on holding an ownership interest in excess of 50.01%.

For this purpose, the Group analyses factors such as:

–	existing voting rights that provide a majority in relevant decision-making,
–	potential voting rights, considering those that are exercisable at the reporting date (Nota 29(c)),
---	---
–	rights arising from contractual arrangements and shareholders’ agreements,
---	---
–	the ability to direct the relevant activities, and
---	---
–	exposure to variable returns.
---	---

In the entities listed below, although the Group holds ownership interests of less than 50.01%, they are fully consolidated, mainly due to contractual arrangements and potential voting rights associated with call options that are (i) substantive, (ii) exercisable at the reporting date and (iii) financially feasible, which allows the conclusion that the Group has control (Note 17):


Entity		Ownership Interest	****
Haema GmbH^(1)^		—
BPC Plasma, Inc ^(1)^		—
Plasmavita Healthcare GmbH ^(2)^		50	%
Grifols (Thailand) Pte Ltd ^(3)^		48	%
(1)	Potential voting rights associated with repurchase options — which are (i) substantive, (ii) exercisable at the reporting date and (iii) financially feasible — support the conclusion that control is retained over both entities.
---	---
(2)	Contractual arrangements between shareholders that grant a majority of decision‑making rights, and therefore control over the entity.
---	---
(3)	The percentage of voting shares held grants a majority of the voting rights and, consequently, control over the entity.
---	---
●	Assessment of significant influence
---	---

In general, significant influence is presumed when the Group holds an ownership interest of more than 20%. However, in determining whether significant influence exists, the Group considers not only the percentage of ownership and potential voting rights exercisable at the reporting date, but also qualitative factors such as representation on the Board of Directors, participation in key operating decisions such as approval of the business plan, dividend policy and budgets, as well as the involvement of management personnel with decision-making authority.

The investment listed below, in which the Group holds a 50.1% ownership interest, is accounted for using the equity method, as the contractual arrangements and governance structure limit the Group’s ability to control the entity but grant it the ability to influence its financial and operating policies (Note 10).


Entity		Ownership Interest	****
Grifols Canada Plasma, Inc. (formerly Canadian Plasma Resources Corporation)		50.1	%

●	Classification of financial instruments as equity or liability

The classification of certain financial instruments as either equity instruments or financial liabilities requires the application of complex judgments, particularly when, under certain circumstances, they could give rise to a cash outflow for the Group (Note 15 y 19(d)). F-17

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Assessment of specific contractual obligations

In certain contracts, the Group must assess whether there are contractual or implicit obligations that give rise to the recognition of liabilities or to the reclassification of certain instruments. These assessments require a detailed analysis of the contractual terms and their economic substance.

In relation to the contractual obligations arising from the agreement entered into with Haier for the sale of 20% of the shares in Shanghai RAAS, it has been concluded that:(i) as of the reporting date, the probability of an outflow of resources to Haier is very low, since—based on the analysis of different scenarios—it is expected that Grifols will meet the aggregate EBITDA amount corresponding to the 2024–2028 periods of the Grifols Diagnostic Solutions Group (Note 29(d)); and (ii) there is no contractual obligation for the Company to use its “commercially reasonable efforts” to cause its investee, Grifols Diagnostic Solutions, Inc., to declare and distribute dividends to its shareholders.

●	Leases

Lease contracts in which Grifols acts as lessee include extension options or early termination options. The estimation of the lease term involves significant judgment in determining the total number of years to be included in the measurement of the lease asset and lease liability. This term is determined by considering the business plan approved by Management. Any subsequent change in the lease term could have a significant impact on the amounts of lease assets and lease liabilities already recognised (Note 4(f)).

●	Climate change and its potential impacts

The Group periodically analyses the physical and transition risks associated with climate change, considering international scenarios and the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Based on the information currently available, no material impacts have been identified that would require adjustments to the financial statements; however, these judgments could change in the future as a result of regulatory, technological or market developments (Note).

No changes have occurred in the judgments applied in prior periods in relation to existing uncertainties.

The Group is also exposed to risks related to changes in interest rates and foreign exchange rates. Reference is made to the sensitivity analyses included in Note 30.

**b)**Changes in the scope of consolidation

Appendix I shows details of the percentages of direct or indirect ownership of subsidiaries by the Company at 31 December 2025, 2024 and 2023, as well as the consolidation method used in each case for preparation of the accompanying consolidated financial statements. F-18

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

In 2025

i)	Business combinations or other acquisitions or increases in ownership interest in subsidiaries, joint arrangements and/or investments in associates:

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2025
												% total voting
								Consolidation		% voting rights		rights following
Name		Parent		Description		Date		method		acquired		acquisition (1)
Araclon Biotech S.L. (2)		Grifols Innovation and New Technologies Limited		Acquisition		March and December		Full consolidation		1.27	%	77.12	%
Biotest AG (2)		Grifols S.A. y Grifols Biotest Holdings, GmbH		Acquisition		February, June, September, October		Full consolidation		2.11	%	99.25	%
Biotest MidCo GmbH (formerly Blitz F25-957 GmbH) (2)		Grifols S.A.		Acquisition		March		Full consolidation		100.00	%	100.00	%
Biotest Management GmbH (formerly Blitz F25-958 GmbH) (2)		Biotest MidCo GmbH		Acquisition		March		Full consolidation		100.00	%	100.00	%
Grifols Canada Plasma, Inc. (formerly Canadian Plasma Resources Corporation)		Grifols Canada Plasma II Inc.		Acquisition		November		Equity method		50.10	%	50.10	%
(1)	Percentage corresponding to the direct and indirect stake of the next higher parent company in the subsidiary/associate.
---	---
(2)	See Note 17.
---	---
ii)	Decrease in ownership interests in subsidiaries, joint arrangements and/or investments in associates or other similar transactions:
---	---

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2025
												% total voting
										% voting rights		rights in entity
								Consolidation		disposed of or		following
Name		Parent		Description		Date		method		derecognized		disposal^(1)^
Biotest (UK) Ltd.		Grifols UK Ltd.		Merged		February		Full consolidation		100.00	%	—	%
Medcom Advance, S.A.		Grifols Innovation and New Technologies Limited		Dissolved		February		Equity method		45.00	%	—	%
Biotek America LLC (“ITK JV”)^(2)^		Grifols Bio North America LLC		Dissolved		February		Joint operation		75.00	%	—	%
Grifols Pyrenees Research Center, S.L.		Grifols Innovation and New Technologies Limited		Dissolved		March		Full consolidation		100.00	%	—	%
Grifols Colombia, Ltda		Grifols, S.A.		Dissolved		December		Full consolidation		100.00	%	—	%
(1)	Percentage corresponding to the direct and indirect stake of the next higher parent company in the subsidiary/join operation.
---	---
(2)	In February 2025, the contractual agreement that provided the Group joint control over Biotek America LLC — previously classified as a joint operation — came to an end. Consequently, from that date onwards, the Group ceased recognizing its share of the assets, liabilities, income, and expenses associated with said joint operation (see Note 10).
---	---

F-19

Table of Contents

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

In 2024:

i)	Business combinations or other acquisitions or increases in ownership interest in subsidiaries, joint arrangements and/or investments in associates.:

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2024
												% total voting
								Consolidation		% voting rights		rights following
Name		Parent		Description		Date		method		acquired		acquisition (1)
Grifols Pyrenees Research Center, S.L.		Grifols Innovation and New Technologies Limited		Acquisition		July		Full consolidation		20.00	%	100.00	%
Haema Plasma Kft.		Grifols Worldwide Operations Limited		Acquisition		October		Full consolidation		—	%	100.00	%
Grifols Malaysia SDN BHD ^(2)^		Grifols Asia Pacifit Pte Ltd		Acquisition		October		Full consolidation		51.00	%	100.00	%
(1)	Percentage corresponding to the direct and indirect stake of the next higher parent company in the subsidiary.
---	---
(2)	The Group acquired 51% of Grifols Malaysia Sdn Bhd in November 2024; however, it already held the majority of the economic and voting rights by virtue of the shareholders’ agreement and a pledge over the shares.
---	---
ii)	Decrease in ownership interests in subsidiaries, joint arrangements and/or investments in associates or other similar transactions:
---	---

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2024
												% total voting
										% voting rights		rights in entity
								Consolidation		disposed of or		following
Name		Parent		Description		Date		method		derecognized		disposal (1)
Biotest Italy, S.R.L.		Grifols Italia, S.p.A.		Merged		January		Full consolidation		100.00	%	—	%
Biotest Medical, S.L.U.		Grifols Movaco, S.A.		Merged		January		Full consolidation		100.00	%	—	%
Biotest Farmaceutica LTDA		Grifols Brasil Ltda.		Merged		January		Full consolidation		100.00	%	—	%
Biotest France SAS		Grifols France S.A.R.L.		Merged		January		Full consolidation		100.00	%	—	%
Mecwins, S.A.		Progenika Biopharma, S.A.		Reclassification due to loss of significant influence		December		Equity method		24.59	%	—	%

F-20

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

In 2023:

i)	Business combinations or other acquisitions or increases in ownership interest in subsidiaries, joint arrangements and/or investments in associates:

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2023
												% total voting rights
								Consolidation		% voting rights		following
Name		Parent		Description		Date		method		acquired		acquisition (1)
Kiro Grifols, S.L.		Grifols, S.A.		Acquisition		July		Full consolidation		10.00	%	100.00	%
AlbaJuna Therapeutics, S.L.		Grifols Innovation and New Technologies Ltd		Acquisition		October		Full consolidation		51.00	%	100.00	%
Biotest (UK) Ltd.		Grifols UK Ltd.		Acquisition		June		Full consolidation		100.00	%	100.00	%
Biomat Holdings, LLC		Grifols Bio North America LLC		Incorporation		July		Full consolidation		100.00	%	100.00	%
Grifols Plasma Canada - Ontario Inc		Grifols Canada Plasma II Inc.		Incorporation		April		Full consolidation		100.00	%	100.00	%
(1)	Percentage corresponding to the direct and indirect stake of the next higher parent company in the subsidiary.
---	---
ii)	Decrease in ownership interests in subsidiaries, joint arrangements and/or investments in associates or other similar transactions:
---	---

---	---	---	---	---	---	---	---	---	---	---	---	---	---
		31/12/2023
										% voting rights		% total voting rights
								Consolidation		disposed of or		in entity following
Name		Parent		Description		Date		method		derecognized		disposal (1)
Grifols Escrow Issuer, S.A.		Grifols, S.A.		Merged		January		Full consolidation		100.00	%	—	%
Gripdan Invest, S.L.		Grifols, S.A.		Merged		January		Full consolidation		100.00	%	—	%
Access Biologicals LLC		Grifols Bio Supplies, Inc.		Merged		April		Full consolidation		100.00	%	—	%
Chiquito Acquisition Corp.		Grifols Bio Supplies, Inc.		Merged		April		Full consolidation		100.00	%	—	%
Geotech LLC		Grifols Shared Services North America Inc.		Dissolved		June		Full consolidation		100.00	%	—	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

c) Amendments to IFRS in 2025

As of the date of preparation of these annual financial statements, the following standards published by the IASB and the IFRS Interpretations Committee and adopted by the European Union for application in Europe came into force and, therefore, have been taken into account in the preparation of these consolidated financial statements:

Effective in 2025

				Mandatory application for annual periods
				beginning on or after:
Standards				EU effective date		IASB effective date
IAS 1		Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability		1 January 2025		1 January 2025

The application of these standards and interpretations has had no significant impact on these consolidated financial statements.

Standards issued but not effective at 31 December 2025

At the date these consolidated financial statements were authorized for issue, the following IFRS and amendments have been published by the IASB but their application is not mandatory until the future periods indicated below:


				Mandatory application for annual periods
				beginning on or after:
Standards				EU effective date		IASB effective date
IFRS 9 / IFRS 7		Amendments to the Classification and Measurement of Financial Instruments		1 January 2026		1 January 2026

IFRS 9 / IFRS 7		Contracts referencing Nature-dependent Electricity		1 January 2026		1 January 2026
		Annual Improvements Volume 11		1 January 2026		1 January 2026

IFRS 18		Presentation and Disclosure in Financial Statements		1 January 2027		1 January 2027

IFRS 19		Subsidiaries without Public Accountability: Disclosures		Pending		1 January 2027

IFRS 19		without Public Accountability:		Pending		1 January 2027

IAS 21		Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency		Pending		1 January 2027

The Group has not applied any of these standards or interpretations in advance of their effective date.

Management is currently assessing the potential impacts that the adoption of these standards and amendments may have on the consolidated financial statements upon initial application. In particular, the adoption of IFRS 18 — which will replace IAS 1 and will be applicable for annual periods beginning on or after January 1, 2027, with retrospective application unless specific transitional provisions are established — is expected to introduce significant changes in presentation and disclosures, with a primary focus on the Consolidated Statement of Profit and Loss. Specifically, the standard:

(i)defines a structured layout for the statement of profit or loss aimed at enhancing comparability and transparency across entities by classifying income and expenses into five categories (operating, investing, financing, income taxes and discontinued operations) and requiring the presentation of defined subtotals, including operating profit (or loss);

(ii)introduces disclosure requirements for certain management‑defined performance measures when used to publicly communicate the Group’s financial and operational performance; and F-22

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Notes to the Consolidated Financial Statements

(in thousand Euros)

(iii) reinforces the importance of appropriate aggregation and disaggregation of financial information to ensure that disclosures are relevant, useful and transparent for users of the financial statements. IFRS 18 does not affect the recognition or measurement of assets, liabilities, income or expenses; however, it will affect the presentation of certain subtotals in the statement of profit or loss — particularly operating profit — due to the new structure required by the standard, as well as the presentation and reconciliation of certain performance measures used by Management. The Group is currently evaluating the potential impacts of this standard, including the assessment of implications for processes, systems and controls associated with the preparation of financial information, with particular focus on:

●	definition and composition of operating profit under the new structure;
●	reclassification of certain items across categories (operating / investing / financing), where applicable;
---	---
●	new disclosure requirements relating to management‑defined performance measures and their reconciliations to IFRS‑defined subtotals; and
---	---
●	effects on the presentation of comparative information due to the retrospective application of the standard.
---	---

Regarding the remaining standards and interpretations effective in 2026 and 2027, no significant impacts on the consolidated financial statements are expected.

d) Changes in accounting criteria and corrections of error

In the consolidated financial statements for fiscal year 2024, the Group applied certain error corrections related to the accounting classification of the joint operation Biotek America LLC and the initial treatment of the investment in Shanghai RAAS Blood Products Co. Ltd. These corrections affected the comparative figures for fiscal years 2022 and 2023 and were described in detail in the notes to the 2024 financial statements. The present consolidated financial statements for 2025 already fully incorporate these adjustments, and no additional errors or changes in accounting policies have been identified during the year.

Detailed information regarding the nature and impact of these adjustments is available in the consolidated annual statements for fiscal year 2024.

With respect to Biotek America LLC, it was concluded that the arrangement should have been treated as a joint operation from its inception, which required the proportional recognition of the corresponding assets, liabilities, and results. The correction resulted in the recognition, as of December 31, 2023, of the joint operation’s assets and liabilities amounting to Euro 151 million and Euro 191 million, respectively, and in the recognition of a negative adjustment to reserves of 40 million euros, net of translation differences, corresponding to accumulated losses for fiscal years 2021 and 2022. It also resulted in a reduction in the profit attributable to the parent company of Euro 23 million in 2022 and Euro 17 million in 2023.

As regards Shanghai RAAS, it was identified that, in the initial recognition of the investment in 2020, the amount corresponding to the indirect interest in Grifols Diagnostic Solutions, Inc. should have been excluded. In accordance with the applicable accounting policy, this amount should have been recorded against the investment in SRAAS rather than against reserves. The correction resulted in a reduction in the carrying amount of the investment and in consolidated reserves totaling Euro 457 million, with no impact on the income statement of the affected fiscal years.

**(3)**Business Combinations and Divestments

2025

a)	Immunotek Plasma Centers - Group 3&4

In accordance with the agreements in force between Grifols Bio North America LLC (“GBNA”) and Immunotek GH LLC (“Immunotek”) (the “Immunotek Collaboration Agreement”), effective January 2, 2025, GBNA acquired a group of 8 plasma collection centers in the U.S. (the “Group 3 Centers”) from Immunotek for a total net amount of approximately US Dollars 79 million (Euros 75 million at the exchange rate prevailing on the transaction date). F-23

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Likewise, and despite the fact that the Collaboration Agreement with Immunotek provided that the acquisition of the Group 4 Centers (defined below) would be carried out in January 2026, in response to the strategic decision to optimize operational efficiency, Immunotek and Grifols signed an amendment to the Collaboration Agreement with Immunotek then in force, pursuant to which, effective 3 February 2025, GBNA acquired from Immunotek the last 6 plasma collection centers in the U.S. (the “Group 4 Centers”), for a purchase price of approximately US Dollars 62 million (Euros 59 million at the exchange rate prevailing on the transaction date), with payment of the price deferred until January 2, 2026 (as provided for in the original Immunotek Collaboration Agreement). As a result of the above, Grifols has recognized a short-term liability in 2025 for the deferred amount of the acquisition of the Group 4 Centers.

The deferred payment obligation was formalized by a promissory note between Biomat Holdings LLC, as issuer, and initially held by Immunotek, as holder of the note, for an aggregate amount of US Dollars 70 million (Euro 60 million) (hereinafter, the “Note”). This amount included, in addition to the purchase price, the management fees related to the centers until May 2025 and an implicit financing component representing the deferral in the purchase price, amounting in aggregate US Dollars 8 million (Euro 7 million). Subsequently, Immunotek assigned the Note to a subsidiary of a financial institution. The Note matured on 2 January 2026, on which date it was fully settled. The Group 4 Centers were encumbered as collateral of the promissory note and (following the same guarantee provided by Grifols S.A. under the Collaboration Agreement with Immunotek) the promissory note was guaranteed by Grifols, S.A.

Therefore, and following the acquisition of the Group 3 Centers and the Group 4 Centers, Grifols has gained control of the 14 centers in 2025 (previously integrated within a joint operation) and now owns and fully manages as of 1 May 2025, through its subsidiary Biomat Holdings LLC, the 28 plasma collection centers in the U.S. developed by Immunotek under the Collaboration Agreement with Immunotek. The collaboration with Immunotek has ended, and GBNA is no longer part of the joint operation, Biotek America LLC.

Grifols has applied the requirements for a business combination carried out in stages. However, considering that (i) Grifols’ effective participation in the joint operation is null and void and (ii) all of the assets and liabilities related to the joint operation are already recognized in the consolidated financial statements, the difference between the consideration paid and the fair value of the assets and liabilities, which does not differ from their carrying amount, It has been recognized as goodwill at the date of acquisition.

The aggregate detail of the cost of the business combination and goodwill as of the acquisition date is shown below:


		Millions of Euros		Millions of US Dollar
Consideration		268		281
Advance payment		(134)		(140)
Net consideration		134		141
Step-up of net assets adquired^1^		—		—
Goodwill		268		281
Adjustments from acquisition ^2^		(27)		(28)
Goodwill, net of adjustments	****	241	****	253

^1^There is no revaluation of net assets since the fair value of the same does not differ from their carrying value, which was previously recognized in the consolidated financial statements in the context of a joint operation.

^2^The adjustments resulting from the acquisition relate primarily to the elimination of the net balance payable that the silos maintained with ImmunoTek. Such balances are the accumulated losses from the silos, which are allocated to ImmunoTek in accordance with the terms of the contract.

The resulting goodwill is allocated to the Biopharma segment and includes the donor database, licenses and workforce. F-24

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Finally, on 3 February 2025, Immunotek released three of the five warranties that Grifols Shared Services North America, Inc. (a wholly-owned subsidiary managed by Grifols) had granted to Immunotek in June 2023 for certain leases related to certain Immunotek plasma collection centers outside of the collaboration under the Biotek America LLC joint operation. The remaining two guarantees, totaling approximately US Dollars 20 million, remain in force and are expected to remain in effect for as long as the leases remain in effect, with their balance being reduced as the lease term in question is reduced.

If the acquisition had taken place on January 1, 2025, the Group’s revenue and net profit would not have changed, since the Group was already integrating those centers as a joint operation (see Note 10).

2024

b)	Immunotek Plasma Centers - Group 1&2

As a result of the collaboration agreement signed with ImmunoTek GH, LLC, Grifols acquired 7 silos on April 1, 2024 and 7 silos on July 1, 2024, one silo for each plasma center for an amount of US Dollars 135 million and US Dollars 131 million, respectively (Euros 121 million and Euros 125 million, respectively, at the exchange rate on the transaction date). These transactions enabled Grifols to gain control of the 14 centers as of their acquisition date in 2024, which had previously been considered within a joint operation.

Therefore, Grifols has applied the requirements for a business combination carried out in stages. However, considering that (i) Grifols’ effective participation in the joint operation is null and void and (ii) all of the assets and liabilities related to the joint operation are already recognized in the consolidated financial statements, the difference between the consideration paid and the fair value of the assets and liabilities, which does not differ from their carrying amount, has been recognized as provisional goodwill at the date of acquisition.

During 2025, and within 12 months from the acquisition date, the Group completed the analysis of adjustments arising from the acquisition, which resulted in an adjustment to goodwill amounting to Euros 3 million (US Dollars 3 million).


		Millions of Euros		Millions of US Dollar
Consideration paid		246		266
Step-up of net assets ^1^		—		—
Goodwill		246		266
Adjustments from the acquisition ^2^		(10)		(10)
Goodwill, net of adjustments		236		256

^1^There is no step-up of net of assets since the fair value and the carrying amount do no differ significantly. Additionally, the net assets were previously recognized in the consolidated financial statements as part of the joint operation.

^2^The adjustments resulting from the acquisition correspond mainly to the elimination of the net balance payable that the silos maintained with Immunotek. The net amount represents the accumulated losses from the silos, which were allocated to Immunotek in accordance with the terms of the contract (see note 10)

The resulting goodwill has been allocated to the Biopharma segment and includes the donor database, licenses and workforce.

The operations of these centers were already consolidated since the beginning of the agreement with Immunotek (see Note 10), so there is no impact either on turnover, given that all sales transactions are eliminated in the consolidation process, or on results if both transactions had taken place on January 1, 2024. F-25

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

2023

c)	Saskatoon plasma center

On 7 July, 2023, Grifols, through its 100% owned subsidiary Grifols Canada Plasma I (formerly Grifols Canada Plasma, Inc.), acquired a plasma donation center from Canadian Plasma Resources Corporation which was a business in accordance with IFRS 3. The purchase price was Canadian Dollars 12 million (Euros 8 million).

As of the acquisition date, the goodwill recognized (Note 6), resulting from the cost of the business combination and the fair value of the net assets acquired, amounted to Euros 8 million (Canadian Dollars 11 million).

The resulting goodwill was allocated to the Biopharma segment and includes the donor database, licenses and workforce. The entire goodwill is considered tax deductible.

d)	Albajuna Therapeutics, S.L.

On 9 October, 2023, Grifols, through its 100% owned subsidiary Grifols Innovation and New Technologies Limited (GIANT), reached an agreement to acquire the remaining of the 51% of the shares of Albajuna Therapeutics, S.L. (hereinafter “Albajuna”) for a total amount of 1 euro.

In 2016, Grifols made a capital investment of Euros 4 million in exchange for 30% of the shares of Albajuna Therapeutics, S.L. Since 2018, as a result of a planned investment in accordance with the Shareholders’ Agreement of January 2016, Grifols held a 49% of the shares in the company’s capital. Albajuna Therapeutics, S.L. is a Spanish research company founded in 2016 whose main activity is the development and manufacture of therapeutic antibodies against HIV.

As of the acquisition date, the goodwill recognized (Note 6) amounted to Euros 2 million. This amount resulted from the difference between the consideration transferred and the value of the net assets acquired, whose total amount is Euros 2 million and was mainly composed of non‑current financial liabilities.

As future economic benefits cannot be estimated at the acquisition date, the total amount allocated to goodwill has been totally impaired immediately upon recognition (see note 6).

**(4)**Significant Accounting Policies

a)	Consolidation

Subsidiaries

Subsidiaries are considered to be those over which the Group exercises control. A subsidiary is controlled when, due to its involvement in it, it is exposed, or has the right, to variable returns and has the capacity to influence such returns through the power it exercises over it.

The income, expenses and cash flows of subsidiaries are included in the consolidated financial statements from the date of acquisition, which is the date on which the Group effectively obtains control of the subsidiaries. Subsidiaries are excluded from consolidation from the date on which control is lost.

Transactions and balances with Group companies and unrealized gains or losses have been eliminated in the consolidation process.

The accounting policies of the subsidiaries have been adapted to the Group’s accounting policies for transactions and other events that, being similar, have occurred in similar circumstances. F-26

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The financial statements of the subsidiaries used in the consolidation process are as of the same reporting date and the same period as those of the Parent Company.

Appendix I includes information on the subsidiaries included in the Group’s consolidation.

Business combinations

The acquisition method is used to account for the acquisition of businesses in a business combination. The acquisition date is the date on which the Group obtains control of the acquired business.

The acquisition cost of a business is determined at the acquisition date and comprises (i) the fair values of assets acquired, (ii) liabilities incurred or assumed, (iii) equity instruments issued, (iv) the fair value of any asset or liability resulting from a contingent consideration arrangement and (v) the fair value of any previous interest in the business.

Any disbursement that is not part of the exchange for the acquired business is excluded.

Acquisition-related costs are expensed as incurred.

The Group recognizes identifiable assets acquired and liabilities and contingent liabilities assumed at fair value at the acquisition date. Non-current assets held for sale, liabilities for employee compensation, transactions with payments based on equity instruments, deferred tax assets and liabilities and right-of-use assets and lease liabilities are excluded from the application of this criterion.

The positive difference between the acquisition cost of the business and the fair value of the identifiable net assets is recognized as goodwill. If the difference is negative, it is recognized as a gain in the consolidated statement of profit and loss, as a bargain purchase.

When settlement of any part of the cash consideration is deferred, amounts payable in the future are discounted to their present value at the date of exchange.

The contingent consideration is recognized at fair value on the acquisition date and is classified as equity or as a financial liability based on the criteria established in IAS 32 “Financial Instruments: Presentation”. Amounts classified as a financial liability are subsequently remeasured at fair value, with changes in fair value recognized in profit or loss.

When the business combination could only be determined on a provisional basis, the identifiable net assets are initially recorded at their provisional values, recognizing the adjustments made during the measurement period as if they had been known at the acquisition date, restating comparative figures for the previous year, if applicable. The adjustments to the provisional values only incorporate information relating to facts and circumstances that existed at the acquisition date and which, had they been known, would have affected the amounts recognized at that date. The measurement period should not exceed twelve months from the date of acquisition.

If the business combination is achieved in stages, the carrying amount of the previously held interest in the acquire’s equity is remeasured at its fair value on the acquisition date, with any resulting gain or loss recognized in profit or loss.

Non-controlling interests

Non-controlling interests in subsidiaries are recorded at the acquisition date at their percentage of interest in the fair value of the identifiable net assets, without considering potential voting rights. In addition, the profit or loss for the year and each component of other comprehensive income allocated to the non-controlling interest is allocated in proportion to its percentage of ownership. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated balance sheet, respectively. F-27

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The increase and reduction of non-controlling interests in a subsidiary while maintaining control is recognized as an equity transaction in reserves.

Associated

Associated entities are those over which the Group exercises significant influence, understood as the capacity to intervene in financial and operating decisions, without the existence of control or joint control.

Investments in associates are initially recognized at acquisition cost, including costs directly attributable to the acquisition and any active or passive contingent consideration that depends on future events or the fulfillment of certain conditions.

Subsequently, investments in associates are accounted for by the equity method from the date on which significant influence exists until the date on which the Company can no longer justify the existence of significant influence.

The excess between the cost of the investment and the Group’s share of the fair values of the identifiable net assets is recorded as goodwill, which is included in the carrying amount of the investment. The shortfall, once the amounts of the cost of the investment and the identification and valuation of the net assets of the associate have been evaluated, is recorded as income in the determination of the investor’s share in the results of the associate for the year in which it was acquired.

The accounting policies of the associated companies have been subject to time and valuation standardization in the same terms as those referred to in the subsidiaries.

The Group’s share in the profits or losses of associates obtained from the date that the significant influence exists is recorded as an increase or decrease in the value of the investments with a credit or debit to “Profit of equity accounted investees with similar activity to that of the Group” when the investee companies carry out the same activity as the corporate purpose of the Group described in note 1 and, otherwise, in “Profit /(loss) of equity accounted investees”. Likewise, the Group’s share in the other comprehensive income of associates obtained since date that the significant influence exists is recorded as an increase or decrease in the value of the investments in associates, with the balancing entry by nature being recognized in other comprehensive income. Dividend distributions are recorded as decreases in the value of investments.

When the Group’s share of losses on an equity accounted investment equals or exceeds its interest in the entity, the Group does not recognize additional losses unless it has incurred obligations or made payments on behalf of the other entity.

The Group’s share in the profits or losses of associates and changes in equity is determined on the basis of the ownership interest at year-end, without considering the possible exercise or conversion of potential voting rights. However, the Group’s share is determined considering the possible exercise of potential voting rights and other derivative financial instruments that, in substance, grant current access to the economic benefits associated with ownership interests, i.e. the right to participate in future dividends and changes in the value of associates.

After applying the equity method, the Group assesses whether there is objective evidence of impairment of the net investment in the associate. Some of the main evidence include significant cumulative losses, contractual default, financial difficulties and adverse changes in technology, industry or economy affecting the associate. The impairment calculation is determined by comparing the carrying amount of the net investment in the associate with its recoverable amount, where recoverable amount is the higher of value in use or fair value less costs of disposal. In this regard, the value in use is calculated based on the Group’s share of the present value of the estimated cash flows from ordinary activities and the amounts that could result from the final disposal of the associate. The recoverable amount of the investment in an associate is assessed in relation to each associate (see note 10), unless it does not constitute a cash-generating unit (CGU). Impairment losses are not allocated to goodwill or other assets implicit in the investment in associates arising from the application of the acquisition method. In subsequent years, reversals of the value of investments are recognized against income, to the extent that there is an increase in the recoverable value. Impairment losses are presented separately from the Group’s share in the results of associates.

Appendix I includes information on subsidiaries and associates included in the Group’s consolidation. F-28

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Joint agreements

Joint arrangements are those in which there is a contractual agreement to share control over an economic activity, so that decisions on the relevant activities require the unanimous consent of the Group and the other participants. Investments in joint arrangements are classified as joint operations or joint ventures, depending on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

Joint transactions are considered when the participants in the joint arrangement are entitled to the assets and obligations in respect of the liabilities. This type of arrangement is consolidated proportionally integrating the assets and liabilities related to the transaction as described in note 10.

Joint ventures are those when the participants in the agreement have a right to the net assets. This type of arrangement is included in the consolidated financial statements using the equity method, as described in note 10.

**b)**Transactions and balances in foreign currencies

Transactions in foreign currencies are translated to the functional currency using the average exchange rate of the previous month provided that it does not differ significantly from the exchange rate at the date of the transaction. Foreign currency gains and losses resulting from the settlement of these transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at closing exchange rates are recognized in profit or loss except when there are qualified cash flow hedges and qualified net investment hedges that are deferred to equity.

The effect of exchange rate changes on cash and cash equivalents denominated in foreign currencies is presented separately in the statement of cash flows as “Effect of exchange rate changes on cash”.

The translation of foreign operations whose functional currency is not that of a hyperinflationary country has been made by applying the following criteria:

●	Assets and liabilities, including goodwill and adjustments to net assets arising from the acquisition of businesses, are translated at the closing exchange rate at each balance sheet date;
●	Revenues, income, expenses and losses are translated at the average exchange rate of the previous month, as an approximation of the exchange rate at the date of the transaction;
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●

Translation differences resulting from the application of the above criteria are recognized in other comprehensive income and they are presented as a separate component of equity. Upon the full disposal of such foreign operation, the cumulative amount of exchange differences relating to the foreign operation, previously recognized in other comprehensive income, is reclassified from equity to profit or loss at the time the gain or loss on disposal is recognized. Furthermore, the treatment of translation differences applied by the Group in the following corporate transactions involving a foreign operation is as follows:

Disposal of a subsidiary or associate that includes a foreign operation	Treatment of translation differences
Disposal of an interest in a subsidiary without loss of control	Translation differences are attributed to the non-controlling interests in proportion to their ownership interest. No impact is recognized in profit or loss.
Disposal of an interest in a subsidiary resulting in loss of control and retention of significant influence	The full amount of translation differences is reclassified to profit or loss.
Disposal of an interest in an associate without loss of significant influence	Translation differences are reclassified to profit or loss in proportion to the interest disposed of.
Disposal of an interest in a subsidiary or associate where the retained interest is accounted for as a financial investment	The full amount of translation differences is reclassified to profit or loss.
Impairment of a foreign investment	No impact
Conversion of a “net investment in a foreign operation” loan in a equity instrument	No impact
Full or partial repayment of quasi-equity loan	Provided that the repayment does not result in a change in the Group’s ownership interest in the foreign operation or a loss of control, such repayment is not considered a disposal and, accordingly, no reclassification to profit or loss is recognized.

**c)**Goodwill

After initial recognition, goodwill is recorded at cost, less any accumulated impairment loss, which is not reversible. Goodwill is not amortized, but is tested for impairment on an annual basis or more frequently in the event that events indicative of a potential loss in the value of the asset have been identified. For these purposes, goodwill resulting from business combinations is allocated to each of the cash generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination and the criteria referred to in note 6 are applied. CGUs or groups of CGUs are identified at the lowest level that goodwill is controlled for the purpose of internal management (note 6).

**d)**Intangible assets

Intangible assets are recorded at cost (acquisition or development) or at fair value when acquired in a business combination, less accumulated amortization and any accumulated impairment losses.

Any costs incurred during the research phase of projects are recognized as an expense when incurred.

Costs related to development activities for internally generated intangible assets are capitalized to the extent that:

●	The Group has technical studies that justify the viability of the production process;
●	There is a commitment by the Group to complete production of the asset so that it is in a condition for sale or internal use;
---	---
●	The asset will generate sufficient economic benefits;
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	The Group has the technical and financial resources to complete the development of the asset and has developed budget control and analytical accounting systems that make it possible to monitor the budgeted costs, the modifications introduced and the costs actually charged to the various projects.

In relation to the development costs of new products or drugs, they are capitalized as long as their economic profitability is reasonably assured and when they are either in a pivotal phase or correspond to projects related to products that are currently being marketed in various markets, in both cases with expected technical feasibility. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

The separate acquisition or through a business combination of an research and development project in progress is capitalized in any case, in accordance with the provisions of IAS 38, since the price paid for the acquisition reflects expectations about the probability that the future economic benefits of the asset are used by the Group. Subsequent costs are recorded following the provisions for internally generated intangible assets.

The Group amortizes its intangible assets with finite useful lives by distributing the cost of the assets on a straightline basis according to the following criteria:


	Amortisation method	Rates
Development expenses	Straight-line	5% - 14%
Concessions, patents, licenses, trademarks and similar	Straight-line	4% - 20%
Computer software	Straight-line	33%
Currently marketed products	Straight-line	3% - 10%

Intangible assets with indefinite useful lives are not subject to amortization but are tested for impairment at least once a year.

The Group reviews the useful lives of intangible assets at the end of each year. Changes in the initially established criteria are recognized as a change in estimate.

**e)**Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and, if applicable, accumulated impairment losses.

Cost includes, among other items, direct labor costs used in the construction of the asset and a portion of the costs indirectly attributable to the asset.

Finance costs incurred that are directly attributable to the acquisition or construction of the asset until the asset is ready for use also form part of the cost.

Likewise, expansion or improvement costs are included as an increase in the value of the asset when they represent an increase in its capacity or an extension of its useful life. However, maintenance costs are recognized in income when incurred.

The depreciation of property, plant and equipment begins when the asset is available for use and is calculated by allocating its cost, less its residual value, on a straight‑line basis over its estimated useful life. F-31

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Depreciation of property, plant and equipment is determined by applying the following criteria:


	Depreciation method		Rates
Buildings	Straight-line		1% - 3%
Other property, technical equipment and machinery	Straight-line		4% - 10%
Other property, plant and equipment	Straight-line		7% - 33%

The Group reviews the residual value, useful life and depreciation method of property, plant and equipment at the end of each reporting period. Changes in the initially established criteria are recognized as a change in estimate.

**f)**Leases

Lessee

The determination of whether a contract is or contains a lease is based on an analysis of the contractual arrangement and requires an assessment of whether the lessee has the right to control the use of the identified asset and to obtain all of the economic benefits from the use of the asset throughout the lease term.

The lease term is the non-cancelable period considering the initial term of each contract unless the Group has a unilateral extension or termination option and there is reasonable certainty that such option will be exercised in which case the corresponding extension or early termination term will be considered.

In lease contracts where the Group acts as lessee, it is recognized at the lease commencement date (i.e. the date on which the underlying asset is available for use):

●	A liability for the present value of the installments to be paid over the lease term, using the incremental borrowing or interest rate as the discount rate when expressly indicated in the contract and,
●	A right-of-use asset representing the right to use the underlying leased asset during the term of the lease.
---	---

Lease liabilities include fixed lease payments less any incentives, as well as variable payments that depend on an index or interest rate known at the date of inception of the lease. Also included is the exercise price of the purchase option when the lessee is reasonably certain of exercising it. After initial recognition, the liability is increased by the interest on the lease liability and reduced by the payments made. The liability is also remeasured if there are changes in the amounts payable and the lease terms. Payments included in the lease payments corresponding to maintenance, electricity, water, gas, security, cleaning, among others, are not part of the lease liability and are recognized as an expense.

The incremental borrowing rate is determined taking into account: (i) geographic areas, (ii) financial term, (iii) lease term, (iv) risk-free rate as reference rate and (v) financial spread.

Rights-of-use assets are measured at cost, less accumulated amortization and impairment losses (if any) and adjusted as a result of the remeasurement of the lease liability. Cost includes the amount of the initial valuation of the lease liability, as well as any amounts previously paid to the lessor prior to or at the commencement date of the lease less any incentives received by the lessor and estimated costs to decommission the leased asset. Amortization of rights of use is provided on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term.

The Group applies the exception to recognition for those contracts where the lease term is 12 months or less or where the value of the leased asset (individually) when new, is less than US Dollar 5,000 or its equivalent in another currency. Consequently, in these cases, the amounts accrued will be recognized as an expense during the lease term. F-32

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Lessor

When the Group acts as lessor, it classifies contracts between operating and finance leases. Leases in which the Group acts as lessor while retaining a significant portion of the risks and rewards incidental to ownership of the leased asset are treated as operating leases. Otherwise, the lease is treated as a finance lease.

**g)**Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested for impairment annually, or more frequently in the event of events or changes in circumstances that indicate that they may be impaired.

Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

When the recoverable amount is less than the carrying amount of the asset, an impairment loss is recognized in the consolidated statement of profit and loss for the difference between both amounts.

The recoverable amount is the higher of an asset’s fair value less costs of disposal and the estimated value in use based on discounted future cash flows expected to arise from the use of the asset. The estimate of value in use considers expectations about possible variations in the amount or timing of cash flows, the time value of money, the price to be paid for bearing the uncertainty related to the asset and other factors that affect the valuation of future cash flows related to the asset.

For the purpose of assessing impairment losses, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets (cash generating units). Impairment losses on non-financial assets (other than goodwill) are reviewed for possible reversal at the end of each reporting period.

Losses related to the impairment of CGUs are initially allocated to reduce, if applicable, the value of goodwill attributed to the CGU and then to the other assets of the CGU, pro rata based on the carrying amount of each asset, with the limit for each asset being the higher of its fair value less costs of disposal, its value in use and zero.

Impairment losses related to goodwill are not reversible.

**h)**Financial instruments

Financial assets

Classification

The classification of financial assets is determined based on the characteristics of the contractual cash flows of those assets and the business model that represents how the financial assets are managed to achieve a particular business objective. In determining whether the cash flows are obtained through the receipt of contractual cash flows from the assets, consideration is given to the frequency, value and timing of sales in prior periods, the reasons for those sales and expectations regarding future sales activity. This information provides indicative data on how the Group’s stated objective regarding the management of financial assets is achieved and, more specifically, how cash flows are obtained. F-33

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Therefore, financial assets are classified according to the following valuation categories based on the business model and are only reclassified when, and only when their business model for managing them changes:

●	Financial assets at amortized cost: includes financial assets, including those admitted to trading on an organized market, for which the Group holds the investment under a business model whose objective is to hold financial assets to receive cash flows from the execution of the contract, and the contractual terms of the asset give rise, at specified dates, to cash flows that are solely collections of principal and interest on the principal amount outstanding. In general, the following are included in this category: i) Trade receivables: arising from the sale of goods or the rendering of services for trade transactions with deferred payment, and ii) Receivables from non-trade operations: these arise from loans or credits granted by the Group whose collections are of a determined or determinable amount.
●	Financial assets at fair value through other comprehensive income: this category includes financial assets whose contractual conditions give rise, at specified dates, to cash flows that are solely collections of principal and interest on the principal amount outstanding, and are held within the framework of a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets. Investments in equity instruments irrevocably designated by the Group at the time of their initial recognition are also included in this category, provided that they are not held for trading and are not to be valued at cost.
---	---
●	Financial assets at fair value through profit or loss: includes financial assets held for trading and those financial assets that have not been classified in any of the above categories. Also included in this category are financial assets that are optionally designated by the Group at the time of initial recognition, which otherwise would have been included in another category, because such designation eliminates or significantly reduces a valuation inconsistency or accounting mismatch that would otherwise arise.
---	---

Initial measurement

Financial assets are recorded, in general terms, initially at the fair value of the consideration given plus directly attributable transaction costs. However, transaction costs directly attributable to assets recorded at fair value through profit or loss are recognized in the statement of profit and loss for the year.

Subsequent measurement

Financial assets at amortized cost are recorded by applying this valuation criterion, charging to the statement of profit and loss the interest accrued by applying the effective interest rate method.

Financial assets included in the fair value category through other comprehensive income are recorded at fair value, without deducting any transaction costs that may be incurred in their disposal. Changes in fair value are recorded directly in equity until the financial asset is derecognized or impaired, at which time the amount so recognized is taken to the statement of profit and loss.

Financial assets at fair value through profit or loss are measured at fair value and the result of changes in fair value is recorded in the statement of profit and loss.

Disposals of financial assets

Financial assets are derecognized when the rights to receive cash flows related to them have expired or have been transferred and the Group has substantially transferred the risks and rewards of ownership. Similarly, they are disposed from the balance sheet when there are transfers of collection rights, whose certain risks are shared with the factor, such as the risk of default, but exists a transfer of control to the factor, understood as the unilateral capacity to sell those assets to a non-related third party without the necessity of enforcing additional restrictions to the sale. F-34

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Impairment

The Group assesses, on a prospective basis, the expected credit losses associated with its debt instruments carried at amortized cost and at fair value through other comprehensive income The methodology applied for impairment depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9 which requires expected losses to be recorded from the initial recognition of the receivables, so that the Group determines expected credit losses as a probability-weighted estimate of such losses over the expected life of the financial instrument.

The practical solution used is the use of a provisioning matrix based on segmentation into homogeneous asset groups, applying historical information on default rates for these groups and applying reasonable information on future economic conditions.

Default rates are calculated based on current default experience over the past year, as it is a very dynamic market, and are adjusted for differences between current and historical economic conditions and considering projected information, which is reasonably available.

Financial liabilities

Financial liabilities assumed or incurred by the Group are classified in the following measurement categories:

Financial liabilities at amortized cost: are those debits and payables of the Group that have arisen from the purchase of goods and services for trading operations, or those which, without having a commercial origin, not being derivative instruments, arise from loan or credit operations received by the Group. These liabilities are initially measured at the fair value of the consideration received, adjusted for directly attributable transaction costs. Any difference between the amount received and its repayment value is recognized in the consolidated statement of profit and loss during the repayment period of the debt, applying the effective interest rate method.

Financial liabilities at fair value through profit or loss.

---

Derivative financial liability instruments are measured at fair value, following the same criteria as those corresponding to financial assets at fair value through profit or loss described in the preceding section.

The Group disposes financial liabilities when the obligations that generated them are extinguished, particularly in commercial transactions when payment is made to the supplier for goods and services.

Assets and liabilities are presented separately in the balance sheet and are only presented at their net amount when the Group has the enforceable right to offset the recognized amounts and, in addition, intends to settle the amounts on a net basis or to realize the asset and settle the liability simultaneously.

Equity instruments

The Group holds financial assets, mainly equity instruments, which are measured at fair value. When Group management has opted to present gains and losses in the fair value of equity investments in other comprehensive income, after initial recognition, the equity instruments are measured at fair value, recognizing the gain or loss in other comprehensive income. Amounts recognized in other comprehensive income are not reclassified to profit or loss, but are reclassified to reserves when the instruments are disposed. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established. F-35

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**i)**Derivative financial instruments and hedging activities

Financial derivatives are recognized at fair value at the date of the contract and at each year-end. The method for recognizing the gain or loss depends on whether the derivative is classified as a hedging instrument, and if so, the nature of the hedged asset.

For accounting purposes, they are classified as follows:

(i) Derivatives qualifying for cash flow hedge accounting

Hedging effectiveness

Hedge effectiveness is determined at the inception of the hedging relationship, and through periodic prospective effectiveness assessments to ensure that there is an economic relationship between the hedged item and the hedging instrument.

In derivatives such as the euro/dollar cross-currency swap, the Group uses the hypothetical derivative method to assess effectiveness. This hypothetical derivative is constructed without the inclusion of credit risk and currency spread. Under the hypothetical derivative method, the cumulative change in the fair value of the actual currency swap, excluding the effect of the currency spread, will be compared to the cumulative change in the fair value of the hypothetical swap. Therefore, the hypothetical derivative is constructed as a cross-currency swap with fixed euro payment, fixed U.S. Dollar receipt without the inclusion of credit risk and foreign currency spread and with a fair value of zero at the date of designation.

Recognition

At the inception of the hedging relationship, the Group documents the economic relationship between the hedging instruments and the hedged items, including whether changes in cash flows of the hedging instruments are expected to offset changes in cash flows of the hedged items. The Group documents its risk management objective and strategy for undertaking its hedging transactions.

The effective portion of changes in the fair value of derivatives designated and classified as cash flow hedges is recognized in equity under “Cash flow hedge reserve”. In the case of cross-currency swaps, the currency spread of the hedging relationship is excluded and treated as hedging costs in equity. The gain or loss corresponding to the ineffective portion is recognized immediately in profit or loss for the year under the heading “Change in fair value of financial instruments”.

Amounts accumulated in the hedging reserve included in shareholders’ equity are transferred to profit or loss when the hedged item affects profit or loss or when ineffectiveness is identified.

The fair value of derivatives designated as hedges is detailed in note 30. Movements in the hedging reserve included in shareholders’ equity are shown in note 15(c).

(ii) Derivatives that do not qualify for hedge accounting

When derivatives do not meet the criteria for hedge accounting, they are classified as “held for trading”. Changes in fair value are recognized immediately in the consolidated statement of profit and loss.

In addition, Grifols assesses whether embedded derivatives are present in contracts and financial instruments. Financial instruments that combine a host contract and a financial derivative (embedded derivative) are known as hybrid financial instruments. In hybrid financial instruments, the Group assesses whether the risks and characteristics of the derivative are closely related to those of the host contract. If it is determined that the value of the derivative is closely related to the fair value of the contract, the Group does not account for the derivative separately. Conversely, if the risks and characteristics of the derivative are not closely related to those of the host contract and the host contract is not measured at fair value, the derivative is recognized and accounted for separately recognizing the changes in fair value in the Consolidated Statements of Profit and Loss. Currently there are no separate financial instruments from the host contract. F-36

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**j)**Own equity instruments

The acquisition of treasury stock is recorded at acquisition cost, reducing equity until the time of disposal. Gains or losses on the disposal of treasury stock are recorded under “Reserves” in the consolidated balance sheet. Transaction costs related to own equity instruments, net of taxes, are recorded as a reduction in equity.

**k)**Inventories

Inventories are stated at the lower of weighted average cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business, less the estimated costs to complete production and those necessary to make the sale. For raw materials and other supplies it is the replacement cost.

The cost includes direct materials, direct labor and an appropriate proportion of indirect variable and fixed costs, the latter being allocated on the basis of the normal working capacity of the means of production. The cost of plasma inventory includes the amount delivered to donors, or the amount invoiced by the seller when purchased from third parties, as well as the cost of products and devices used in the collection process, and rental and storage costs. The costs of purchased inventories are determined after deducting discounts and rebates when it is probable that the conditions determining their concession will be met. Indirect costs such as management and administrative overheads are recognized as expenses in the period in which they are incurred.

Any previously recognized inventory impairment adjustment is reversed against income under “Cost of sales” when the circumstances that caused the impairment no longer exist or when there is clear evidence of an increase in the net realizable value as a result of a change in economic circumstances. The reversal of the inventory impairment adjustment is limited to the lower of cost and the new net realizable value of inventories.

**l)**Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks, other short-term highly liquid investments with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Additionally, balances of cash and cash equivalents that are not available for use by the Group are presented as restricted cash.

**m)**Government grants

Government grants are recognized when there is reasonable assurance that the conditions attached to the grant will be met and that the grant will be collected.

Non-refundable capital grants are recorded on the liability side of the consolidated balance sheet at the original amount granted and are recognized in the consolidated statement of profit and loss as the related assets financed are depreciated.

Grants received as compensation for expenses or losses already incurred or for the purpose of providing immediate financial support not related to future expenses are credited to the consolidated statement of profit and loss.

Financial liabilities that incorporate implicit aid in the form of the application of below-market interest rates are recognized initially at fair value. The difference between this value, adjusted where appropriate for the costs of issuing the financial liability and the amount received, is recorded as a government grant based on the nature of the grant.

**n)**Employee benefits

(i) Defined contribution plans

The Group records the contributions to be made to defined contribution plans as they accrue. The amount of accrued contributions is recorded under “Personnel expenses” in the consolidated statement of profit and loss in the year to which the contribution relates. F-37

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

(ii) Defined benefit plans

The liability recognized corresponds to the present value of the obligation at the consolidated balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the obligation is determined by discounting the estimated future cash flows at interest rates of bonds denominated in the currency in which the benefits will be paid and with maturities similar to those of the related obligations. Actuarial gains and losses arising from changes in actuarial assumptions or differences between assumptions and reality are recognized in equity under “Other comprehensive income”. Past service costs are recognized in the consolidated statement of profit and loss under “Personnel expenses”.

(iii) Termination benefits

Termination benefits are recognized on the earlier of the following dates: (a) when the Group can no longer withdraw the offer or (b) when the Group recognizes costs of a restructuring within the scope of IAS 37 and this results in the payment of termination benefits.

(iv) Short-term employee benefits

The Group recognizes the expected cost of short-term compensation in the form of paid leave whose rights accrue as employees render the services that entitle them to receive it.

The Group recognizes the expected cost of profit sharing or employee incentive plans when there is a present legal or constructive obligation as a result of past events and a reliable estimate can be made of the value of the obligation.

(v) Share-based payments

The Group has granted different incentive plans based on equity instruments to certain members of the management team who are rendering service to the company, which will be settled with equity instruments or cash, depending on the plan.

The equity instruments granted become vested when the employees complete a certain period of service and/or meet the objectives established in the incentive plan. Grifols recognizes the services received from its employees as such services are rendered during the vesting period as a personnel expense in the Consolidated Statements of Profit and Loss and a corresponding increase in equity if the transaction is equity-settled or a corresponding liability if the transaction is cash-settled, at an amount based on the value of the equity instruments.

In transactions with employees that are equity-settled, the amount recognized corresponds to the amount that will be settled once the agreed conditions are met and will not be reviewed or revalued during the vesting period, as the commitment is equity-settled. The fair value of services received is estimated by estimating the fair value of the shares granted at the grant date, net of estimated dividends to which the employee is not entitled, during the performance period.

For plans that are settled in cash, the services received and the corresponding liability are recognized at the fair value of the liability, referring to the date on which the requirements for recognition are met. Subsequently, and until settlement, the corresponding liability is measured at its fair value at the closing date of each year, with any changes in valuation occurring during the year being recognized in the Consolidated Statements of Profit and Loss. The fair value is determined by reference to the market value of the shares at the date of the estimate, net of estimated dividends to which the employee is not entitled, during the performance period.

**o)**Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognized for future operating losses. F-38

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The amount of the provision corresponds to the best estimate at the closing date of the disbursements required to settle the present obligation, after taking into account the risks and uncertainties related to the provision and, when significant, the financial effect of discounting, provided that the disbursements to be made in each period can be reliably determined.

**p)**Revenue recognition

The Group recognizes revenue in an amount that reflects the consideration it expects to be entitled to for transferring goods or providing services to its customers, when control of those goods or services is transferred to the customer. Contractual consideration may include fixed and variable amounts (e.g., discounts, returns, chargebacks, volume incentives, penalties, or performance bonuses). Variable consideration is included in the transaction price only when it is highly probable that a significant reversal of revenue recognized will not occur in the future. Revenue is presented net of VAT/indirect taxes and any amount collected on behalf of third parties.

Identification and Allocation of Performance Obligations:

Contracts with multiple components (e.g., rent of equipment together with maintenance and reagents) are not significant to the Group. In respect of such arrangements, Grifols identifies each distinct performance obligation and allocates the transaction price based on observable or estimated standalone selling prices, recognizing revenue when (or as) each obligation is satisfied.

Significant Financing Component:

The Group assesses whether the payment terms give rise to a significant financing component. When the period between the transfer of goods/services and payment is less than 12 months, the practical expedient under IFRS 15 is applied and the price is not adjusted for financing effects.

Warranties and Returns:

Standard defect warranties (which do not constitute separate performance obligations) are accounted for under IAS 37 through warranty provisions. Expected returns and return rights are recognized as sales reductions and return assets where applicable. The amounts related to these items are not material to the Group.

(i) Sales of goods

Revenue from the sale of goods (e.g., plasma-derived products, diagnostic products, equipment/instrumentation, hospital products) is recognized when Grifols satisfies the performance obligation by transferring control of the promised good to the customer. To assess the transfer of control, the following indicators, among others, are considered:

●	Grifols’ present right to receive payment,
●	Transfer of legal title in accordance with the contract and the agreed Incoterms (e.g., EXW, FOB, DDP),
---	---
●	Transfer of physical possession of the good,
---	---
●	Transfer of significant risks and rewards of ownership, and
---	---
●	Customer acceptance of the good.
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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Variable Consideration (United States and Other Markets)

●	Government and third‑party programs: In the U.S., the Group participates in Medicaid, Medicare, Tricare, PHS/340B programs, agreements with specialty pharmacies, payers, Group Purchasing Organizations (GPOs), and Authorized Distributors of Record (ADRs). The provision for discounts/rebates is recognized at the time of sale, based on the best estimate of the attributable amount, considering: historical experience, contractual obligations, current legal/regulatory requirements, channel inventory, pending claims, and known changes in guidelines that may affect the amounts. Estimates are updated periodically to reflect actual experience.
●	Chargeback agreements (U.S.): When certain customers purchase from Authorized Distributors of Record (ADRs) at a contractual price lower than the price invoiced by Grifols to the ADRs, a chargeback credit becomes due to the ADRs at the time of sale. The chargeback credit is accrued at the time of the sales to ADRs, and is estimated based on expected sales at the contractual price, considering historical data, the prevailing contractual terms, the inventory levels held by ADRs, and the application of different discount levels depending on the expected mix of end customers to whom the ADR will sell the product. These credits are typically settled within 30–45 days, and adjustments arising from actual experience have not been material.
---	---
●	Volume and prompt‑payment discounts: Contracts with tiered volume discounts, annual rebates, and prompt‑payment discounts are recorded as reductions of revenue and accounts receivable in the same month as invoicing, using a combination of actual customer data and historical experience.
---	---
●	Settlement periods: Most discounts and incentives other than chargebacks and prompt-payment discounts, are settled in the following fiscal quarter or year, typically within 90–180 days, depending on the type of provision.
---	---

(ii) Provision of services

Revenue from services (e.g., diagnostic services, maintenance and technical support, toll manufacturing/maquila) is recognized over time when one of the following criteria is met:

1	The customer receives and consumes the benefits as Grifols provides the service.
2	Grifols creates or enhances an asset that the customer controls as it is being produced.
---	---
3	Grifols creates a specific asset with no practical alternative use and has an enforceable right to payment for performance completed to date.
---	---

If a performance obligation does not meet these criteria, revenue is recognized at a point in time, when control is transferred (e.g., delivery and customer acceptance of the asset, right to payment, and transfer of risks/benefits).

Diagnostic services:

These include instrument service contracts with committed reagent consumables (reagent rental), maintenance, and technical support.

●	Maintenance/support services are recognized on a straight‑line basis over the coverage period.
●	In reagent rental agreements with minimum consumption levels, variable consideration is estimated and recognized over time, with periodic reassessment. These agreements do not typically include any minimum purchase commitments.
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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Toll manufacturing (maquila / plasma processing):

The plasma is provided by the customer, and Grifols processes that plasma into finished products for the customer:

●	The Group does not obtain title to the plasma or the finished product. Therefore, the revenue corresponds solely to the processing service.
●	Revenue is recognized over time using an input method based on cost‑to‑cost, which faithfully reflects progress toward completion.
---	---
●	Work in process is presented as contract assets during production until delivery; measurement includes the proportionate margin based on the stage of completion.
---	---
●	In the event of early termination by the customer, the Group has a right to payment for capitalized amounts, supporting over‑time revenue recognition.
---	---

(iii) Transaction price and payment terms

The transaction price includes fixed amounts and the best estimate of variable amounts not subject to significant reversal. Payment terms vary by country, customer, and business line; typical terms do not give rise to a significant financing component. Taxes and levies collected on behalf of third parties are excluded from revenue.

(iv) Contract assets and liabilities

●	Contract assets: Amounts for services performed but not yet billed (e.g., toll manufacturing in progress).
●	Contract liabilities (deferred revenue): Advance payments and unsatisfied obligations.
---	---

**q)**Income tax

The income tax expense or tax credit for the year comprises both current tax and deferred tax.

Current tax is the amount payable on the taxable income for the current year based on the applicable tax rate for each jurisdiction. It is calculated on the basis of the laws enacted or about to be enacted at the balance sheet date in the countries where subsidiaries and associates operate and generate taxable income. The Group periodically evaluates the positions taken in tax returns with respect to situations where the applicable tax regulations are subject to interpretation and considers such uncertainty in uncertain tax treatments when determining the corresponding tax gain or loss, tax bases, unused tax credits or tax rates.

Deferred taxes are recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. It is determined using tax rates (and laws) enacted or about to be enacted at the balance sheet date that are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax liabilities and assets are recognized:

●	Recognition of deferred tax liabilities:

The Group recognizes deferred tax liabilities in all cases except those which:

–	arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination, on the date of the transaction it does not affect either the accounting result or the taxable base and on the date of the transaction do not give raise to taxable and deductible temporary differences for the same amount.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

–	or correspond to differences related to investments in subsidiaries, associates and joint ventures over which the Group has the ability to control the timing of their reversal and it is not probable that their reversal will occur in the foreseeable future.
●	Recognition of deferred tax assets:
---	---

The Group recognizes deferred tax assets whenever:

–

it is probable that there will be sufficient future tax profits to offset them or when tax legislation contemplates the possibility of future conversion of deferred tax assets into a claim payable against the Public Administration. However, assets that arise from the initial recognition of assets or liabilities in a transaction that is not a business combination, on the date of the transaction do not affect either the accounting result or the taxable base and on the date of the transaction do not give raise to taxable and deductible temporary differences for the same amount, are not recognized.

–

they correspond to temporary differences related to investments in subsidiaries, associates and joint ventures to the extent that the temporary differences will reverse in the foreseeable future and positive future tax profits are expected to be generated to offset the differences.

---

Deferred tax assets and liabilities are not recognized for temporary differences between the carrying amount and tax base of investments in foreign operations when the company is able to control the date on which the temporary differences will reverse and it is probable that the temporary differences will not reverse in the foreseeable future. Likewise, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Lastly, deferred tax assets are only recognized if it is probable that sufficient future taxable profit will be available against which they can be utilized. The tax effects associated with the distribution of dividends by subsidiaries are recognized only when such dividends are declared or when its distribution is planned, given that the Group’s policy is to reinvest the reserves generated by its subsidiaries in the entities themselves and, additionally, the Group has control over the timing and amount of dividend distributions. Consequently, no deferred tax liability is recognized on the undistributed profits of subsidiaries, as the Group is able to control the distribution of such profits.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset when the entity has a legally enforceable right to offset and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Current or deferred income tax is recognized in profit or loss, unless it arises from a transaction or economic event that has been recognized in other comprehensive income or directly in equity. In such cases, the tax is also recognized in other comprehensive income or directly in equity, respectively.

**r)**Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker in order to decide on the resources to be allocated to the segment, evaluate its performance and for which discrete financial information is available.

**s)**Environment

The Group carries out operations whose main purpose is to prevent, reduce or repair damage to the environment as a result of its activities.

Items of property, plant and equipment acquired for the purpose of being used on a lasting basis in its activity and whose main purpose is the minimization of environmental impact and the protection and improvement of the environment, including the reduction or elimination of future pollution from the Group’s operations, are recognized as assets through the application of measurement, presentation and disclosure criteria consistent with those mentioned in note 4(e). F-42

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**t)**Transactions between Group companies

Transactions between Group companies, except those related to mergers, spin-offs and non-cash business contributions, are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.

In non-monetary contributions to Group companies, the contributor will value its interests at the carrying amount of the equity investments, in the consolidated financial statements at the date the transaction occurred.

Any difference between the value assigned to the interest received by the contributor and the carrying amount of the investments contributed will be recognised in reserves.

**(5)**Segment Reporting

In accordance with IFRS 8 “Operating Segments”, financial information for operating segments is reported as follows for at 31 December 2025, 2024 and 2023:


		Millions of Euros
		2025
														Consolidated
		Reference		Biopharma		Diagnostic		Bio Supplies		Others		Not Assignable		Result
Revenue from external customers (1)				6,487		640		154		243	****	—		7,524
Material non-cash expenses (2)				(99)		3		(1)		2	****	8		(87)
Results of equity-accounted entities with activities similar to the Group (2)		Note 10		(8)		—		—		—		—	****	(8)
Other operating revenue and expenses (2)				(4,634)		(484)		(104)		(271)	****	(243)		(5,736)
EBITDA (1)	****		****	1,746	****	159	****	49	****	(26)	****	(235)		1,693
Amortization (2)		Note 24(a)		(345)		(63)		(9)		(16)		(17)	****	(450)
Operating result (1)	****		****	1,401	****	96	****	40	****	(42)	****	(252)		1,243
Finance income			****									69		69
Finance costs			****									(697)		(697)
Financial result (1)		Note 25	****		****							(628)		(628)
Share of profit / (loss) of associates accounted for using the equity method												—		—
Income tax expense (1)	****	Note 28	****									(115)		(115)
Consolidated net profit (1)				1,401		96		40		(42)		(995)		500
Segment assets				13,411		3,389		283		855	****	303		18,241
Equity-accounted investments		Note 10		97		—		—		—		—	****	97
Unallocated assets				—		—		—		—	****	1,374		1,374
Total assets				13,508	****	3,389	****	283	****	855	****	1,677		19,712
Segment liabilities	****		****	2,175		515		43		576	****	236		3,544
Unallocated liabilities				—		—		—		—	****	8,564		8,564
Total liabilities				2,175	****	515	****	43	****	576	****	8,800		12,109
(1)	Key metrics reviewed by the CODM
---	---
(2)	Other material items
---	---

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)


		Millions of Euros
		2024
														Consolidated
		Reference		Biopharma		Diagnostic		Bio Supplies		Others		Not Assignable		Result
Revenue from external customers (1)				6,143		645		216		208	****	—		7,212
Material non-cash expenses (2)				(5)		5		—		(8)	****	(4)		(12)
Results of equity-accounted entities with activities similar to the Group (2)		Note 10		(10)		—		—		47		—	****	37
Other operating revenue and expenses (2)				(4,529)		(476)		(159)		(193)	****	(251)		(5,609)
EBITDA (1)	****		****	1,599	****	174	****	57	****	54	****	(255)		1,630
Amortization (2)		Note 24(a)		(328)		(65)		(9)		(16)		(19)	****	(438)
Operating result (1)	****		****	1,271	****	109	****	48	****	38	****	(274)		1,192
Finance income			****									66		66
Finance costs			****									(814)		(814)
Financial result (1)		Note 25	****		****							(748)		(748)
Share of profit / (loss) of associates accounted for using the equity method			****									—		—
Income tax expense (1)		Note 28			****							(231)		(231)
Consolidated net profit (1)	****		****	1,271	****	109	****	48	****	38	****	(1,253)		213
Segment assets				14,233		3,755		349		890	****	—		19,227
Equity-accounted investments		Note 10		69		—		—		—		—	****	69
Unallocated assets				—		—		—		—	****	2,109		2,109
Total assets	****		****	14,302	****	3,755	****	349	****	890	****	2,109		21,405
Segment liabilities				2,324		523		82		514	****	—		3,443
Unallocated liabilities				—		—		—		—	****	9,356		9,356
Total liabilities	****		****	2,324	****	523	****	82	****	514	****	9,356		12,799

(1)Key metrics reviewed by the CODM

(2)Other material items F-44

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Notes to the Consolidated Financial Statements

(in thousand Euros)


		Millions of Euros
		2023
																Consolidated
		Reference		Biopharma		Diagnostic		Bio Supplies		Others		Not Assignable		Intersegments		Result
Revenue from external customers (1)				5,558		670		160		204		—	****	—		6,592
Material non-cash expenses (2)				30		7		—		(1)		1	****	—		37
Results of equity-accounted entities with activities similar to the Group (2)		Note 10		2		—		—		62		—		—	****	64
Other operating revenue and expenses (2)				(4,370)		(500)		(107)		(241)		(253)	****	7		(5,464)
EBITDA (1)	****		****	1,220	****	177	****	53	****	24	****	(252)	****	7		1,229
Amortization (2)		Note 24 (a)		(334)		(66)		(9)		(16)		(22)		—	****	(447)
Operating result (1)	****		****	886	****	111	****	44	****	8	****	(274)	****	7		782
Finance income					****							64		—		64
Finance costs					****							(639)		—		(639)
Financial result (1)		Note 25	****		****		****					(575)		—		(575)
Share of profit / (loss) of associates accounted for using the equity method					****							(1)		—		(1)
Income tax expense (1)		Note 28										(43)		—		(43)
Consolidated net profit (1)	****		****	886	****	111	****	44	****	8	****	(893)	****	7		163
Segment assets				13,420		3,529		380		1,841		—	****	—		19,170
Equity-accounted investments		Note 10		57		—		—		364		—		—	****	421
Unallocated assets				—		—		—		—		1,401	****	—		1,401
Total assets	****		****	13,477	****	3,529	****	380	****	2,205	****	1,401	****	—		20,992
Segment liabilities				2,460		467		80		98		—	****	—		3,105
Unallocated liabilities				—		—		—		—		10,374	****	—		10,374
Total liabilities	****		****	2,460	****	467	****	80	****	98	****	10,374	****	—		13,479

(1)Key metrics reviewed by the CODM

(2)Other material items

The definition of business segments is based on the different activities carried out by the Group and their economic relevance, as well as on the organizational structure used for the management of the businesses and the manner in which Management analyzes the main operating and financial metrics for the purposes of resource allocation and performance assessment of the Group.

Segment assets, liabilities, income and expenses include items directly attributable to each segment, as well as those that can be reasonably allocated. The main unallocated items correspond, in balance sheet, to equity, cash and cash equivalents and bank borrowings, and in the statement of profit or loss, to financial result and income tax expense.

The “Not assignable expenses” caption mainly comprises the following items:

●	Corporate services: include, among others, the costs associated with general management, the finance area, the legal area (including legal expenses and legal advisory services), and the Human Resources and Information Technology departments related to corporate support functions.
●	Group financial result: arising from the centralized management of financing.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Taxes: since there are two consolidated tax groups —Spain and the United States— in which most of the companies belonging to the Grifols Group are included, the tax burden is presented on a centralized basis.

As of December 31, 2025 and 2024, inter‑segment transactions are not significant; consequently, the Group has eliminated sales with related parties within each segment. As of December 31, 2023, inter‑segment transactions amounted to 7 million euros.

In accordance with the Group’s corporate governance structure and its internal management and reporting model, the Chief Executive Officer (CEO) acts as the Chief Operating Decision Maker (CODM). The CEO receives operating and financial information on a monthly basis, structured by business segments, including forecasts, results for the period and key performance indicators, such as revenue and EBITDA or operating profit by segment. Such segment information constitutes the primary basis used by the CODM to assess the performance of the different segments and to make decisions regarding resource allocation and the definition of strategic priorities.

a)	Operating segments

The operating segments are as follows:

●	Biopharma: concentrates all activities related to products derived from human plasma for therapeutic use.
●	Diagnostic: including the marketing of diagnostic testing equipment, reagents and other equipment, manufactured by Group or other companies.
---	---
●	Bio Supplies: includes transactions related to biological products for non-therapeutic use and plasma sale to third parties.
---	---
●	Others: includes the provision of manufacturing services to third parties and research activities. It also includes pharmaceutical products manufactured by the Group and intended for hospital pharmacies, as well as the marketing of products that complement the Group’s own products.
---	---

Details of sales by groups of products for 2025, 2024 and 2023 are as follows:


		Millions of Euros
		2025		2024	2023
Biopharma
Haemoderivatives		6,487		6,143	5,558
Diagnostic
Transfusional medicine		623		625	648
Other diagnostic		17		20	22
Bio supplies		154		216	160
Others		243		208	204
Total	****	7,524	****	7,212	6,592

The Group has concluded that hemoderivative products are sufficiently alike to be considered as a whole for the following reasons:

●	All these products are human plasma derivatives and are manufactured in a similar way.
●	The customers and methods used to distribute these products are similar.
---	---
●	All these products are subject to the same regulations regarding production and the same regulatory environment.
---	---

At 31 December 2025, 95.3% of the income from the sale of goods and services has been recognized at a certain point-in-time (94.9% in 2024 and 98.0% in 2023). F-46

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**b)**Geographical information

Geographical information is grouped into four areas:

●	United States of America and Canada
●	Spain
---	---
●	Rest of the European Union
---	---
●	Rest of the world
---	---

The definition of these four segments is mainly due to the geographical level that Group management sets to manage its revenue as they respond to specific economic scenarios. The main framework of the Group is consistent with this geographical segment grouping, including the monitoring of its commercial operations and its information systems.

The financial information reported as follows for geographical areas is based on sales to third parties in these markets as well as the asset location.


	Millions of Euros
	2025
		Rest of European
	Spain	Union	USA and Canada	Rest of the world		Total
Revenues					****
Other information:	418	1,196	4,253	1,657		7,524
Assets by geographical area	1,639	6,943	10,673	457	****	19,712
Additions for the year of property, plant & equipment, intangible assets and rights of use	90	159	319	20	****	588


		Millions of Euros
		2024
				Rest of European
		Spain	****	Union		USA and Canada		Rest of the world		Total
Revenues									****
Other information:		423		1,076		4,087		1,626		7,212
Assets by geographical area		1,635		7,584		11,790		396	****	21,405
Additions for the year of property, plant & equipment, intangible assets and rights of use		57		156		256		10	****	479


		Millions of Euros
		2023
				Rest of European
		Spain		Union		USA and Canada		Rest of the world	****	Total
Revenues
Other information:		363		893		3,899		1,437		6,592
Assets by geographical area		1,191		7,055		10,967		1,779	****	20,992
Additions for the year of property, plant & equipment, intangible assets and rights of use		53		171		214		12	****	450

**c)**Main customers

In 2025 and 2024 there is no customer that represents more than 10% of the Group’s gross revenue. In 2023, a customer in the Biopharma segment represents approximately the 10.37% of the Group’s gross revenue. F-47

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

(6 **)**Goodwill

Details of and movement in this caption of the consolidated balance sheet at 31 December 2025 are as follows:


		Millions of Euros
		Balance at	Business			Translation	Balance at
	Segment	31/12/2024	Combination		Impairment	differences	31/12/2025
Net value
Grifols UK, Ltd. (UK)	Biopharma	8	—		—	—	8
Grifols Italia.S.p.A. (Italy)	Biopharma	6	—		—	—	6
Biomat USA, Inc. (USA)	Biopharma	912	—		—	(106)	806
Grifols Australia Pty Ltd. (Australia) / Medion Diagnostics AG (Switzerland)	Diagnostic	10	—		—	—	10
Grifols Therapeutics, Inc. (USA)	Biopharma	2,139	—		—	(248)	1,891
Progenika Biopharma, S.A. (Spain)	Diagnostic	41	—		—	—	41
Grifols Diagnostic (Novartis & Hologic) (USA, Spain and Hong Kong)	Diagnostic	2,795	—		—	(321)	2,474
Kiro Grifols, S.L. (Spain)	Others	15	—		—	—	15
Haema, GmbH. (Germany)	Biopharma	190	—		—	—	190
BPC Plasma, Inc. (USA)	Biopharma	165	—		—	(19)	146
Plasmavita Healthcare GmbH (Germany)	Biopharma	10	—		—	—	10
Alkahest, Inc (USA)	Others	85	—		(10)	(10)	65
Grifols Canada Therapeutics, Inc (Canada)	Biopharma	150	—		—	(11)	139
GigaGen, Inc (USA)	Others	123	—		—	(14)	109
Haema Plasma Kft. (Hungary)	Biopharma	13	—		—	1	14
Grifols Canada Plasma II. (formerly Grifols Canada Plasma Inc.) (Canada)	Biopharma	10	—		—	(1)	9
Grifols Biotest Holdings GmbH / Biotest AG (Germany)	Biopharma	304	—		—	—	304
Grifols Bio Supplies Inc (USA)	Bio Supplies	184	—		—	(21)	163
Biomat Holdings LLC (USA)	Biopharma	243	244		—	(54)	433
		7,403	244		(10)	(804)	6,833
			(See Note 3)

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Details of and movement in this caption of the consolidated balance sheet at 31 December 2024 were as follows:


		Millions of Euros
		Balance at	Business				Translation	Balance at
	Segment	31/12/2023	Combination		Disposals	Impairment	differences	31/12/2024
Net value
Grifols UK, Ltd. (UK)	Biopharma	8	—		—	—	—	8
Grifols Italia.S.p.A. (Italy)	Biopharma	6	—		—	—	—	6
Biomat USA, Inc. (USA)	Biopharma	869	—		(11)	—	54	912
Grifols Australia Pty Ltd. (Australia) / Medion Diagnostics AG (Switzerland)	Diagnostic	10	—		—	—	—	10
Grifols Therapeutics, Inc. (USA)	Biopharma	2,011	—		—	—	128	2,139
Progenika Biopharma, S.A. (Spain)	Diagnostic	41	—		—	—	—	41
Grifols Diagnostic (Novartis & Hologic) (USA, Spain and Hong Kong)	Diagnostic	2,629	—		—	—	166	2,795
Kiro Grifols, S.L. (Spain)	Others	24	—		—	(9)	—	15
Haema, GmbH. (Germany)	Biopharma	190	—		—	—	—	190
BPC Plasma, Inc. (USA)	Biopharma	155	—		—	—	10	165
Plasmavita Healthcare GmbH (Germany)	Biopharma	10	—		—	—	—	10
Alkahest, Inc (USA)	Others	80	—		—	—	5	85
Grifols Canada Therapeutics, Inc (Canada)	Biopharma	153	—		—	—	(3)	150
GigaGen, Inc (USA)	Others	115	—		—	—	8	123
Haema Plasma Kft. (Hungary)	Biopharma	14	—		—	—	(1)	13
Grifols Canada Plasma II. (formerly Grifols Canada Plasma Inc.) (Canada)	Biopharma	10	—		—	—	—	10
Grifols Biotest Holdings GmbH / Biotest AG (Germany)	Biopharma	304	—		—	—	—	304
Grifols Bio Supplies Inc (USA)	Bio Supplies	173	—		—	—	11	184
Biomat Holdings LLC (EEUU)	Biopharma	—	233		—	—	10	243
		6,802	233		(11)	(9)	388	7,403
			(see Note 3)

Impairment testing:

i) CGUs structure

CGUs correspond to the reporting segments except for the Others segment which corresponds to Kiro Grifols, Alkahest and GigaGen as separated CGUs.

As a result of the acquisition of Talecris in 2011, and for impairment testing purposes, the Group combines the CGUs allocated to the Biopharma segment, grouping them together at segment level, because substantial synergies were expected to arise on the acquisition of Talecris, and due to the vertical integration of the business and the lack of an independent organized market for the products. Because the synergies benefit the Biopharma segment globally they cannot be allocated to individual CGUs. The Biopharma segment represents the lowest level to which goodwill is allocated and is subject to control by Group management for internal control purposes.

As a result of the acquisition of Novartis’ Diagnostic business unit in 2014, the Group decided to combine Araclon, Progenika, Australia and Hologic’s share of NAT donor screening unit acquisition into a single CGU for the Diagnostic business as the acquisition is supporting not only the vertically integration business but also cross-selling opportunities. In addition, for management purposes, the Group’s management is focused on the business more than geographical areas or individual companies.

In addition, due to the acquisition of the remaining 51% stake in Access Biologicals LLC in the year 2022, a new CGU for the Bio Supplies business was identified. F-49

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The CGUs established by Grifols management are:

●	Biopharma
●	Diagnostic
---	---
●	Bio Supplies
---	---
●	Kiro Grifols
---	---
●	GigaGen
---	---
●	Alkahest
---	---

Alkahest’s goodwill was generated as a counterpart to the deferred tax liability corresponding to the intangible assets recognized as a result of the allocation of the excess purchase price over the acquired net assets.

ii) Impairment

The recoverable amount of the Biopharma CGU, Bio Supplies and Kiro Grifols CGU has been determined based on its value in use, calculated as the present value of the five-year future cash flows, approved by management, discounted at a discount rate considering the related inherent risk.

The recoverable amount of the Diagnostic CGU has been calculated based on its fair value less costs to sell calculated as the present value of future cash flows approved by Management discounted at a discount rate considering the inherent risk (Level 3 in the fair value hierarchy). Due to the reorganization to boost the business units, a long- term strategic plan was approved in order to transform the Diagnostic business unit by investments which will lead to a beyond five-year growth. This transformation includes the expansion of the division into the adjacent Clinical Diagnostics market, as well as the launch of certain initiatives primarily focused on technological development to ensure leadership in the transfusion medicine market segment. However, the materialization of these assumptions depends on future events which, by their very nature, are subject to risks and uncertainties, including, among other factors, market conditions, competitive dynamics, the level of acceptance of new products, and the effective execution of the planned initiatives. Although there is inherent uncertainty in this type of projections, the execution of the strategic plan and its milestones are progressing as expected, without any significant deviations. Consequently, management has estimated future cash flows for the period 2026 – 2034.

For the calculation of the recoverable amount, management has considered:

●	Gross margin based on historical performance and actual situation
●	Development prospects in the international market
---	---
●	Current investment
---	---
●	Investments which will imply a significant growth of the production capacity for those cases whose fair value has been considered
---	---

Cash flows estimated as of the year in which stable growth in the CGU has been reached are extrapolated using the estimated growth rates indicated below. Perpetual growth rates are consistent with the forecasts included in industry reports.

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The proportion of the recoverable amount corresponding to the discounted cash flows during the projection period, as well as to the terminal value, is shown below:


		Biopharma		Bio Supplies		Kiro Grifols		Diagnostic	****
Explicit Cash Flows		25	%	25	%	19	%	32	%
Terminal Value		75	%	75	%	81	%	68	%
Recoverable Amount		100	%	100	%	100	%	100	%

The recoverable amount of the GigaGen CGU has been determined based on the fair value less costs to sell, calculated as the present value of the future cash flows mainly of a research and development project that have been approved by management, adjusted by the probability of success and discounted at a discount rate that includes their inherent risk (Level 3 in the fair value hierarchy). Cash flows have been estimated taking into consideration a useful life of 20 years from the product launch.

The recoverable amount of Alkahest CGU has been determined based on the fair value less costs to sell, calculated as the present value of the future cash flows mainly of three research and development project that have been approved by management (see caption iv of this note), adjusted by the probability of success and discounted at a discount rate that includes their inherent risk (Level 3 in the fair value hierarchy). Cash flows have been estimated taking into consideration a useful life of 20 years from the product launch.

iii) Key assumptions

The key assumptions used in calculating impairment testing of the CGUs for 2025 have been as follows:


	Perpetual Growth rate		Pre-tax discount rate	****
Biopharma	2.0	%	11.2	%
Diagnostic	2.0	%	11.2	%
Bio Supplies	1.9	%	10.3	%
Kiro Grifols	1.6	%	11.8	%
GigaGen	N/A		17.9	%
Alkahest	N/A		25.9% - 39.8	%

Additionally, the following key assumptions have been used for the GigaGen and Alkahest CGU impairment testing in 2025:


	Success rate	****
GigaGen	20.0	%
Alkahest	12.0	%

Likewise, for the impairment test of the Diagnostic CGU in 2025, the sales of Molecular Donor Screening (MDS), Blood Typing Solution (BTS) and those of the Clinical Diagnostic (CDx) have been considered as key assumptions based on the information regarding sales and EBITDA of the CGU detailed below:


	CAGR		CAGR		CAGR		CAGR
	sales		sales		EBITDA		EBITDA
	2025-2030		2030-2034		2025-2030		2030-2034
Diagnostic	5	%	10	%	15	%	16	%

The discount rate used reflects specific risks relating to the CGUs and the countries in which they operate. The main assumptions used for determining the discount rate are as follows:

●	Risk free rate: normalized government bonds at 20 years.
●	Market risk premium: premium based on market research.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Unlevered beta: average market beta.
●	Debt to equity ratio: average market ratio.
---	---

The key assumptions used in calculating impairment testing of the CGUs for 2024 were as follows:


		Perpetual Growth rate		Pre-tax discount rate	****

Biopharma		2.1	%	11.4	%
Diagnostic		2.0	%	10.6	%
Bio Supplies		1.9	%	10.6	%
Kiro Grifols		1.6	%	11.6	%
GigaGen		NA		17.9	%
Alkahest		NA		25.9% - 39.8	%

Additionally, the following key assumptions were used for the GigaGen and Alkahest CGU impairment testing in 2024:


	Sink rate		Success rate	****
GigaGen	5.0	%	20.0	%
Alkahest	NA		12.0% - 17.0	%

In 2025, the sink rate is no longer considered a key assumption in the impairment test for GigaGen, as its effect on the recoverable amount is not significant. This is because the sink rate assumption applies only in later periods of the projection horizon, after a substantial portion of the investment has already been recovered through earlier projected cash flows.

Likewise, for the impairment test of the Diagnostic CGU in 2024, the sales of Molecular Donor Screening (MDS), Blood Typing Solution (BTS) and those of the Clinical Diagnostic (CDx) were considered as key assumptions based on the information regarding sales and EBITDA of the CGU detailed below:


		CAGR		CAGR		CAGR		CAGR
		sales		sales		EBITDA		EBITDA
		2024-2029		2029-2034		2024-2029		2029-2034	****
Diagnostic		5	%	9	%	10	%	15	%

iv) Impairment loss

In 2025, an impairment loss on the goodwill of the Alkahest CGU was recognized for an amount of Euros 10 million as a result of a change in the strategic priorities approved by management (Note 7).

v) Sensitivities analyses

In 2025, and according to the current economic context, the reasonably possible changes considered for the CGUs impairment testing are a variation in the discount rate, as well as in the estimated perpetual growth rate, with independent movements of each other, as follows:


	Perpetual Growth rate		Pre-tax discount rate
Biopharma	+/- 50 bps		+/- 50 bps
Diagnostic	+/- 50 bps		+/- 100 bps
Bio Supplies	+/- 50 bps		+/- 50 bps
Kiro Grifols	+/- 50 bps		+/- 50 bps
GigaGen	N/A		+/- 200 bps
Alkahest	N/A		+/- 200 bps

F-52

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Additionally, for the impairment test of the Diagnostic CGU for the year 2025, the following sensitivity scenarios to variations in sales of the MDS, BTS and CDx business lines have also been considered:

●	MDS sales sensitivity scenario: a lower sales projection than initially projected has been estimated by approximately 10% on average each year.
●	BTS sales sensitivity scenario: a lower sales projection than initially projected has been estimated by approximately 14% on average each year.
---	---
●	CDx sales sensitivity scenario: a projection has been estimated so that CDx sales from 2031 onwards represent on average approximately 80% of the initially estimated sales.
---	---
●	Aggregate sensitivity scenario to MDS, BTS and CDx sales: a scenario has been estimated as a result of the previous sensitivity scenarios.
---	---

The reasonably possible changes in key assumptions considered by management in the calculation of the recoverable amount of the Biopharma and Bio Supplies CGU’s would not cause the carrying amount to exceed its recoverable amount.

The reasonably possible changes in key assumptions considered by management in the calculation of the different CGU recoverable amount that would cause the carrying amount to exceed its recoverable amount are as follows:


		% Potential Impairment over Asset Value	****

Discount rate sensitivity Kiro +50bps		-4	%
Perpetual growth rate sensitivity Kiro -50bps		-2	%
Discount rate sensitivity GigaGen +200 bps		-13	%
Aggregate sensitivity scenario to MDS, BTS and CDx sales		-11	%
Discount rate sensitivity Alkahest +200bps		-11	%

Detail of the assets by segment value is shown in Note 5.

Since reasonably possible changes in certain key assumptions used by management in determining the recoverable amount for Kiro Grifols, Gigagen, Diagnostic and Alkahest CGUs would result in the carrying amount exceeding the respective recoverable amount, the following information is provided:


		Kiro Grifols	****

Amount by which the recoverable amount exceeds the carrying amount		2.0	%
Pre-tax discount rate		11.8	%
Perpetual growth rate		1.6	%
Pre-tax discount rate at which the recoverable equals the carrying amount		12.0	%
Perpetual growth rate at which the recoverable equals the carrying amount		1.4	%


		GigaGen	****

Amount by which the recoverable amount exceeds the carrying amount		12.0	%
Pre-tax discount rate		17.9	%
Pre-tax discount rate at which the recoverable equals the carrying amount		18.8	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)


		Diagnostic	****

Amount by which the recoverable amount exceeds the carrying amount		14.0	%
Sales and EBITDA CAGR (2025-2034)		7.7% / 15.3	%
Sales and EBITDA CAGR (2025-2034) at which the recoverable amount equals the carrying amount		6.6% / 13.5	%


		Alkahest	****

Amount by which the recoverable amount exceeds the carrying amount		15.0	%
Pre-tax discount rate		26% - 40	%
Pre-tax discount rate at which the recoverable equals the carrying amount		27% - 41	%

In 2024, the reasonably possible changes considered for the CGUs impairment testing were a variation in the discount rate, as well as in the estimated perpetual growth rate, with independent movements of each other, as follows:


		Perpetual Growth rate		Pre-tax discount rate
Biopharma		+/- 50 bps		+/- 50 bps
Diagnostic		+/- 50 bps		+/- 100 bps
Bio Supplies		+/- 50 bps		+/- 50 bps
Kiro Grifols		+/- 50 bps		+/- 50 bps
GigaGen		N/A		+/- 200 bps
Alkahest		N/A		+/- 200 bps

Additionally, for the impairment test of the Diagnostic CGU for the year 2024, the following sensitivity scenarios to variations in sales of the MDS, BTS and CDx business lines were also considered:

●	MDS sales sensitivity scenario: a lower sales projection than initially projected was estimated by approximately 11% on average each year.
●	BTS sales sensitivity scenario: a lower sales projection than initially projected was estimated by approximately 15% on average each year.
---	---
●	CDx sales sensitivity scenario: a projection was estimated so that CDx sales from 2031 onwards represent on average approximately 80% of the initially estimated sales.
---	---
●	Aggregate sensitivity scenario to MDS, BTS and CDx sales: a scenario was estimated as a result of the previous sensitivity scenarios,.
---	---

In addition, the following reasonably possible change for the year 2024 was considered for the GigaGen CGU impairment testing:


		Sink rate
GigaGen		+/- 100 bps

In 2024, the reasonably possible changes in key assumptions considered by management in the calculation of the different CGU recoverable amount that would have caused the carrying amount to exceed its recoverable amount were as follows:


		% Potential Impairment over Asset Value	****
Discount rate sensitivity Kiro +50bps		-5	%
Perpetual growth rate sensitivity Kiro -50bps		-4	%
Discount rate sensitivity GigaGen +200 bps		-7	%
Aggregate sensitivity scenario to MDS, BTS and CDx sales		-10	%
Discount rate sensitivity Alkahest +200bps		-17	%

F-54

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

In 2024, since reasonably possible changes in certain key assumptions used by management in determining the recoverable amount for Kiro Grifols, Gigagen, Diagnostic and Alkahest CGUs would have resulted in the carrying amount exceeding the respective recoverable amount, the following information is provided:


		Kiro Grifols	****

Amount by which the recoverable amount exceeds the carrying amount		—	%
Pre-tax discount rate		11.6	%
Perpetual growth rate		1.6	%
Pre-tax discount rate at which the recoverable equals the carrying amount		11.6	%
Perpetual growth rate at which the recoverable equals the carrying amount		1.6	%


		GigaGen	****

Amount by which the recoverable amount exceeds the carrying amount		18.2	%
Pre-tax discount rate		17.9	%
Pre-tax discount rate at which the recoverable equals the carrying amount		19.3	%


		Diagnostic	****

Amount by which the recoverable amount exceeds the carrying amount		15.8	%
Sales and EBITDA CAGR (2024-2034)		7.2% / 12.8	%
Sales and EBITDA CAGR (2024-2034) at which the recoverable amount equals the carrying amount		6.0% / 10.7	%


		Alkahest	****

Amount by which the recoverable amount exceeds the carrying amount		9.3	%
Pre-tax discount rate		26% - 40	%
Pre-tax discount rate at which the recoverable equals the carrying amount		27% - 41	%

F-55

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**(7)**Other Intangible Assets

Changes in Other Intangible Assets for the year ended 31 December 2025 and 2024


		Millions of euros
				Concessions,				Currently				Impairment of
		Development		patents, licenses		Computer		marketed		Other intangible		other intangible
		costs		brands & similar		software		products		assets		assets		Total
Cost
Balance at 31/12/2023	****	1,853	****	285	****	360	****	1,389	****	117	****	(1)	****	4,003
Additions		102		1		26		—		10		(10)		129
Transfers		—		2		5		—		(2)		(2)		3
Disposals		(2)		(1)		(2)		—		(3)		—		(8)
Translation differences		50		16		12		74		5		—		157
Total Cost at 31/12/2024	****	2,003	****	303	****	401	****	1,463	****	127	****	(13)	****	4,284

Acc. Amortization
Balance at 31/12/2023	****	(229)	****	(92)	****	(251)	****	(499)	****	(100)	****	—	****	(1,171)
Additions		(33)		(16)		(34)		(49)		(1)		—		(133)
Transfers		—		—		—		—		—		—		—
Disposals		2		1		—		—		—		—		3
Translation differences		(7)		(5)		(9)		(31)		(5)		—		(57)
Total Acc Amort at 31/12/2024	****	(267)	****	(112)	****	(294)	****	(579)	****	(106)	****	—	****	(1,358)

Carrying amount
Total at 31/12/2024	****	1,736	****	191	****	107	****	884	****	21	****	(13)	****	2,926

Cost
Balance at 31/12/2024	****	2,003	****	303	****	401	****	1,463	****	127	****	(13)	****	4,284
Additions		107		1		45		—		5		(35)		123
Transfers		—		1		4		—		(1)		—		4
Disposals		—		(2)		(15)		—		—		—		(17)
Translation differences		(103)		(31)		(26)		(143)		(11)		1		(313)
Total Cost at 31/12/2025	****	2,007	****	272	****	409	****	1,320	****	120	****	(47)	****	4,081

Acc. Amortization
Balance at 31/12/2024	****	(267)	****	(112)	****	(294)	****	(579)	****	(106)	****	—	****	(1,358)
Additions		(35)		(13)		(31)		(49)		—		—		(128)
Transfers		—		—		—		—		—		—		—
Disposals		—		2		12		—		—		—		14
Translation differences		16		10		19		64		10		—		119
Total Acc Amort at 31/12/2025	****	(286)	****	(113)	****	(294)	****	(564)	****	(96)	****	—	****	(1,353)

Carrying amount
Total at 31/12/2025	****	1,721	****	159	****	115	****	756	****	24	****	(47)	****	2,728

Intangible assets acquired from Talecris mainly include currently marketed products. Identifiable intangible assets correspond to Gamunex and have been recognized at fair value at the acquisition date of Talecris and classified as currently marketed products. Intangible assets recognized comprise the rights on the Gamunex product, its commercialization and distribution license, trademark, as well as relations with hospitals. Each of these components is closely linked and fully complementary, are subject to similar risks and have a similar regulatory approval process.

The intangible assets acquired from Biotest AG mainly include the acquired product portfolio. The identifiable intangible assets correspond to the plasma therapies segment and have been recorded at fair value at the date of acquisition of Biotest and classified as an acquired product portfolio.

The intangible assets acquired from Access Biologicals LLC mainly include customer relationships. This asset has been recorded at fair value at the date of acquisition of Access Biologicals LLC and classified as acquired customer relationships. F-56

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The estimated useful life of the currently marketed products acquired from Talecris is considered limited, has been estimated at 30 years on the basis of the expected life cycle of the product (Gamunex) and is amortized on a straightline basis.

At 31 December 2025, the residual useful life of currently marketed products is 15 years and 5 months (16 years and 5 months at 31 December 2024).

The estimated useful life of the product portfolio acquired from Biotest AG is considered limited and has been estimated at 30 years, based on the expected life cycle of the products. The amortization method is linear.

At 31 December 2025, the residual useful life of product portfolio acquired from Biotest AG is 26 years and 4 months (27 years and 4 months at 31 December 2024).

The estimated useful life of the customer relationships acquired from Access Biologicals LLC is considered limited and has been estimated at 14 years, based on the rate of decline of the same. The amortization method is linear.

At 31 December 2025, the residual useful life of the customer relationships acquired from Access Biologicals LLC is 10 years and 6 months (11 years and 6 months at 31 December 2024).

a)	Internally-developed intangible assets

At 31 December 2025 the Group has recognized Euros 118 million as self – constructed intangible assets (Euros 107 million at 31 December 2024) in the consolidated profit and loss account.

b)	Purchase commitments

At 31 December 2025 the Group has intangible purchase commitments for Euros 41 million euros.

c)	Intangible assets in progress

At 31 December 2025, the Group has an amount of Euros 1,494 million as development costs in progress (Euros 1,472 million at 31 December 2024). This amount includes an amount of Euros 267 million as of 31 December 2025 (Euros 302 million as of 31 December 2024) corresponding to the ongoing research and development projects for products for neurodegenerative disorders and neuromuscular diseases acquired from Alkahest. Likewise, there is also an amount of Euros 895 million as of 31 December 2025 (Euros 879 million as of 31 December 2024) corresponding to the ongoing research and development projects in plasma therapies acquired from Biotest AG (Fibrinogen and Trimodulin).

d)	Results on disposal of intangible assets

The total losses on disposals and sale of intangible assets amounts to Euros 1 million in 2025 (no impact in 2024).

e)	Impairment testing

Indefinite-lived intangible assets have been allocated to the corresponding cash-generating unit (CGU). These assets have been tested for impairment together with goodwill (see note 6).

Impairment testing has been analyzed for each of the intangible assets in progress by calculating its recoverable amount based on their fair value based on the discount of free cash flows adjusted by the probability of success according to the clinical phase of the project.

In 2025, the Group recognized an impairment loss of Euros 35 million related to the full carrying amount of an ongoing research and development (R&D) project for a product targeting ophthalmologic disorders originally acquired from Alkahest, as a result of a change in the strategic priorities approved by management. F-57

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**(8)**Leases

Details of changes in leases for the year ended 31 December 2025 and 2024 are as follows.


		Millions of Euros
		Land and Buildings		Machinery		Computer equipment		Vehicles		Total
Cost
Balance at 31/12/2023	****	1,216	****	8	****	4	****	22	****	1,250
Additions		72		1		1		6	****	80
Transfers		1		—		—		—	****	1
Disposals		(21)		—		(1)		(3)	****	(25)
Translation differences		57		—		—		—	****	57
Balance at 31/12/2024	****	1,325	****	9	****	4	****	25	****	1,363

Acc. Amortization
Balance at 31/12/2023	****	(283)	****	(4)	****	(3)	****	(15)	****	(305)
Additions		(75)		(2)		(1)		(5)	****	(83)
Transfers		(1)		—		—		—	****	(1)
Disposals		5		—		1		2	****	8
Translation differences		(14)		—		—		—	****	(14)
Balance at 31/12/2024	****	(368)	****	(6)	****	(3)	****	(18)	****	(395)

Carrying amount
Balance at 31/12/2024	****	957	****	3	****	1	****	7	****	968

Cost
Balance at 31/12/2024	****	1,325	****	9	****	4	****	25	****	1,363
Additions		129		2		3		9	****	143
Transfers		(9)		—		—		—	****	(9)
Disposals		(19)		(3)		(3)		(16)	****	(41)
Translation differences		(124)		(1)		—		(1)	****	(126)
Balance at 31/12/2025	****	1,302	****	7	****	4	****	17	****	1,330

Acc. Amortization
Balance at 31/12/2024	****	(368)	****	(6)	****	(3)	****	(18)	****	(395)
Additions		(74)		(2)		(1)		(5)	****	(82)
Transfers		9		—		—		—	****	9
Disposals		15		3		3		16	****	37
Translation differences		33		—		—		—	****	33
Balance at 31/12/2025	****	(385)	****	(5)	****	(1)	****	(7)	****	(398)

Carrying amount
Balance at 31/12/2025	****	917	****	2	****	3	****	10	****	932

Details of leases in the consolidated balance sheet at 31 December 2025 and 2024 are as follows:


		Millions of Euros
Right-of-use assets	****	31/12/2025		31/12/2024
Land and buildings		917		957
Machinery		2		3
Computer equipment		3		1
Vehicles		10		7
		932		968


		Millions of Euros
Lease liabilities	Reference	31/12/2025	31/12/2024
Non-current	Note 19	969	1,025
Current	Note 19	113	117
		1,082	1,142

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The composition of lease liabilities as of 31 December 2025 and 2024 is shown below. Undiscounted future payments classified on a maturity basis are presented together with the effect of the financial discount:


		Millions of Euros
		31/12/2025		31/12/2024
Maturity:
Within one year		113		117
In the second year		108		117
In the third to fifth years		296		319
After the fifth year		1,196		1,221
		1,713		1,774
Discounting effect		(631)		(632)
Total lease liabilities	****	1,082	****	1,142

At 31 December 2025, the Group has recognized an amount of Euros 143 million related to additions of right-of- use assets (Euros 80 million at 31 December 2024).

At 31 December 2025 and 2024, the amounts recognized in the consolidated statement of profit and loss related to lease agreements are:


		Millions of Euros
Right-of-use depreciation		31/12/2025		31/12/2024
Buildings		74		75
Machinery		2		2
Computer equipment		1		1
Vehicles		5		5
		82		83


	****			Millions of Euros
		Reference		31/12/2025		31/12/2024
Finance lease expenses		Note 25		57		51
				57		51


		Millions of Euros
		31/12/2025		31/12/2024
Expenses related to short-term contracts		1		1
Expenses related to low-value contracts		15		16
Other operating lease expenses		30		30
		46		47

At 31 December 2025, the Group has paid a total of Euros 119 million related to lease contracts (Euros 111 million at 31 December 2024).

The total amount recognized in the consolidated balance sheet corresponds to lease contracts in which the Group is the lessee.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**(9)**Property, Plant and Equipment

Movement in Property, Plant and Equipment for the year ended 31 December 2025 and 2024.


		Millions of Euros
								Impairment of other
						Fixed Assets under		property, plant and
		Land and Buildings		Plant and machinery		construction		equipment		Total
Cost
Balance at 31/12/2023	****	1,132	****	3,175	****	911	****	(7)	****	5,211
Additions		—		67		193		(1)		259
Disposals		(5)		(78)		—		1		(82)
Transfers		57		263		(323)		—		(3)
Translation differences		47		127		21		—		195
Total Cost at 31/12/2024	****	1,231	****	3,554	****	802	****	(7)	****	5,580

Acc. Amortization
Balance at 31/12/2023	****	(206)	****	(1,758)	****	—	****	—	****	(1,964)
Additions		(31)		(191)		—		—		(222)
Disposals		1		32		—		—		33
Transfers		—		—		—		—		—
Translation differences		(10)		(75)		—		—		(85)
Total Acc Amort at 31/12/2024	****	(246)	****	(1,992)	****	—	****	—	****	(2,238)

Carrying amount
Total at 31/12/2024	****	985	****	1,562	****	802	****	(7)	****	3,342

Cost
Balance at 31/12/2024	****	1,231	****	3,554	****	802	****	(7)	****	5,580
Additions		—		60		227		(1)		286
Disposals		(1)		(50)		—		—		(51)
Transfers		72		150		(226)		—		(4)
Translation differences		(93)		(264)		(77)		—		(434)
Total Cost at 31/12/2025	****	1,209	****	3,450	****	726	****	(8)	****	5,377

Acc. Amortization
Balance at 31/12/2024	****	(246)	****	(1,992)	****	—	****	—	****	(2,238)
Additions		(33)		(207)		—		—		(240)
Disposals		1		38		—		—		39
Transfers		—		—		—		—		—
Translation differences		21		161		—		—		182
Total Acc Amort at 31/12/2025	****	(257)	****	(2,000)	****	—	****	—	****	(2,257)

Carrying amount
Total at 31/12/2025	****	952	****	1,450	****	726	****	(8)	****	3,120

Property, plant and development under construction at 31 December 2025 and 2024, mainly comprise investments made to extend the companies’ equipment and to increase their productive capacity.

In 2025 the Group has capitalized interests for a total amount of Euros 22 million (Euros 28 million in 2024) (note 25). F-60

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

a)	Insurance

Group policy is to contract sufficient insurance coverage for the risk of damage to property, plant and equipment. At 31 December 2025, the Group has a joint insurance policy covering all the Group’s companies and locations.

b)	Losses on disposal of property, plant and equipment

Total losses incurred on disposals of property, plant and equipment for 2025 amount to Euros 1 million (losses of Euros 3 million in 2024).

c)	Self - constructed property, plant and equipment

At 31 December 2025 the Group has recognized Euros 74 million as self -constructed property, plant and equipment (Euros 63 million at 31 December 2024) in the Consolidated Statements of Profit and Loss.

d)	Purchase commitments

At 31 December 2025, the Group has property, plant and equipment purchase commitments amounting to Euros 44 million.

e)	Property, plant and equipment under construction

Property, plant and equipment under construction as of 31 December 2025 amount to Euros 726 million (Euros 802 million in the 2024) and mainly correspond to the investments incurred in the expansion of the facilities of the companies and their productive capacity in the United States, Canada, and Ireland (Note 29).

f)	Impairment testing

As of December 31, 2025 and 2024 the Group has recognized an impairment loss amounting to Euros 1 million.

**(10)**Equity-Accounted Investees and Joint Business

Details of this caption in the consolidated balance sheet at 31 December 2025 and 2024 are as follows:


			Millions of Euros			Millions of Euros
	*% ownership ()**		31/12/2025	*% ownership ()**		31/12/2024
Grifols Egypt for Plasma Derivatives S.A.E.	49.00	%	76	49.00	%	63
BioDarou P.J.S. Co.	39.40	%	2	34.30	%	6
Grifols Canada Plasma, Inc.	50.10	%	19	—	%	—

Total equity - accounted investees			97			69

(*) This percentage also refers to the voting interest.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Movement in the investments in equity-accounted investees for the year ended 31 December 2025 is as follows:


	Millions of Euros
	2025
	Equity accounted investees with similar activity to that of the Group
	Grifols Egypt for
	Plasma Derivatives		Grifols Canada
	S.A.E.	BioDarou P.J.S. Co.	Plasma, Inc.	Total
Balance at 1 January	63	6	—	69

Acquisitions	20	—	19	39
Share of profit / (losses)	(4)	—	—	(4)
Share of other comprehensive income / translation differences	(3)	—	—	(3)
Collected dividends	—	—	—	—
Impairment loss	—	(4)	—	(4)
Transfers	—	—	—	—
Balance at 31 December	76	2	19	97

Movement in the investments in equity-accounted investees for the year ended 31 December 2024 is as follows:


		Millions of Euros
		2024
		Equity accounted investees with similar activity to that of the Group								Rest of equity accounted investees
		Shanghai RAAS		Grifols Egypt
		Blood Products		for Plasma		BioDarou
		Co., Ltd.		Derivatives S.A.E.		P.J.S. Co.		Total		Mecwins, S.A.		Total		Total
Balance at 1 January	****	361	****	46	****	11		418		3	****	3	****	421

Acquisitions		—		41		—		41		—		—		41
Share of profit / (losses)		13		—		(4)		9		—		—		9
Share of other comprehensive income / translation differences		—		(24)		5		(19)		—		—		(19)
Collected dividends		(7)		—		—		(7)		—		—		(7)
Uncollected dividends		—		—		(6)		(6)		—		—		(6)
Transfers		(367)		—		—		(367)		(3)		(3)		(370)
Balance at 31 December	****	—	****	63	****	6		69		—	****	—	****	69

Additionally, as a result of the sale of SRAAS in 2024, an operating profit of Euros 34 million was generated, which was recorded under the heading ‘Profit of equity accounted investees with similar activity to that of the Group’ in the attached 2024 Consolidated Statements of Profit and Loss. F-62

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Movement in the investments in equity-accounted investees for the year ended 31 December 2023 is as follows:


		Millions of Euros
		2023
		Equity accounted investees with similar activity to that of the Group							Rest of equity accounted investees
		Shanghai RAAS		Grifols Egypt					Albajuna
		Blood Products		for Plasma		BioDarou			Therapeutics,		Mecwins,
		Co., Ltd.		Derivatives S.A.E.		P.J.S. Co.	Total		S.L		S.A.		Total		Total
Balance at 1 January		1,453		36		5	1,494		1		3		4		1,498
Acquisitions		—		20		—	20		—		—		—		20
Share of profit / (losses)		62		(1)		3	64		(1)		—		(1)		63
Share of other comprehensive income / translation differences		(57)		(9)		4	(62)		—		—		—		(62)
Collected dividends		(7)		—		—	(7)		—		—		—		(7)
Uncollected dividends		—		—		(1)	(1)		—		—		—		(1)
Transfers		(1,090)		—		—	(1,090)		—		—		—		(1,090)
Balance at 31 December	****	361	****	46	****	11	418	****	—	****	3	****	3	****	421

The main movements of the equity-accounted investees with similar activity to that of the Group are explained below:

Canadian Plasma Resources Corporation

On November 1, 2025, the Group acquired 50.10% of the share capital of Canadian Plasma Resources Corporation (CPR), a private Canadian company engaged in plasma collection for the manufacture of plasma-derived therapies. The transaction was executed through the subscription of new shares for an approximate amount of Canadian Dollars 27 million (Euros 19 million), including costs directly attributable to the transaction. After the transaction, the company has been renamed Grifols Canada Plasma, Inc.

Nevertheless, notwithstanding the majority shareholding acquired, the governance structure and the contractual arrangements in place restrict Grifols’ ability to control Grifols Canada Plasma, Inc. In particular:

●	Governance structure and direction of relevant activities: The shareholders’ agreements establish that the management and direction of the relevant activities of Grifols Canada Plasma, Inc. correspond to the Sole Director, who is appointed by the block of shareholders that existed prior to the transaction. The Sole Director holds full decision‑making authority over operating activities—including the approval of the business plan, the annual budget, the dividend policy, and the direction of operations—without any contractual mechanisms requiring such decisions to be submitted to Grifols for approval.
●	Absence of substantive rights to appoint or remove the governing body: Grifols does not hold substantive rights enabling it to unilaterally appoint, dismiss, or replace the Sole Director, nor to directly or indirectly direct key decisions relating to the relevant activities. Its ability to intervene is limited to exceptional situations of a regulatory or severe reputational nature.
---	---
●	Protective rights: Grifols holds only protective rights over certain extraordinary or structural decisions (e.g., amendments to the bylaws, changes to the corporate purpose, issuance of capital instruments, significant corporate transactions, or the creation of subsidiaries). These rights are intended to safeguard Grifols’ investment and do not confer the power to direct the relevant activities of the entity.
---	---
●	Absence of veto rights or alternative control mechanisms: There are no additional contractual arrangements granting Grifols the ability to veto ordinary management decisions, nor mechanisms that alter the allocation of decision‑making power as defined in the governance structure.
---	---
●	Joint bodies with an advisory role: The agreement provides for the existence of joint committees of a technical or quality‑related nature, whose role is exclusively advisory or supervisory. These committees do not have decision‑making powers or binding authority over management, and therefore do not affect the assessment of control.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Call and put options not exercisable at the closing date (Note 29(c)): The agreement includes a call option in favor of Grifols and a put option exercisable by the pre‑existing shareholders. However, neither option is exercisable as of the closing date, and therefore they do not give rise to potential voting rights to be considered in the control assessment.

Consequently, even though Grifols holds a majority interest in the share capital, it does not have power over the relevant activities, cannot unilaterally direct the financial and operating policies, and does not control the governing bodies. Therefore, the investment in Grifols Canada Plasma, Inc. is accounted for using the equity method, as Grifols has the ability to exercise significant influence over decisions relating to financial and operating policies.

As part of the acquisition agreement of Grifols Canada Plasma, Inc., the Group, through GWWO, has granted a loan intended to finance operating needs and facilitate the transition until full acquisition. The initial amount of the loan was Canadian Dollar 2 million, disbursed in the first phase of the agreement in November 2025. This loan is designed to increase progressively based on Grifols Canada Plasma, Inc. operating activity. The mechanism provides for additional drawdowns calculated monthly according to the volume of plasma collected. At year-end, the outstanding balance amounts to Canadian Dollar 3 million (Euros 2 million).

Grifols Egypt for Plasma Derivatives (S.A.E.)

On 29 July 2021, a cooperation agreement was signed with the Egyptian company National Service Projects Organization (“NSPO”) to incorporate a new entity in Egypt. The aim of this alliance is to help build a platform to bring self-sufficiency in plasma-derived medicines in the country through the construction and operation of 20 plasma collection centers, a fractionation plant, and a protein purification and dosing plant.

Grifols and NSPO hold 49% and 51% respectively in the new entity. The agreement includes a call option and a put option for both shareholders which allows them to acquire or sell their entire stake to the counterparty (Note 29(c)).

The Group made a first contribution of US Dollars 37 million (equivalent to Euros 30 million at the date of integration), and in exchange received Grifols Egypt for Plasma Derivatives (S.A.E.) shares representing 49% of its share capital, which would initially amount to US Dollars 300 million. The Company undertook to make the contributions for the outstanding amount corresponding to its interest as the capital requirements were approved. As a result, the Group made a further capital contribution of US Dollars 22 million during 2025 (US Dollars 44 million in 2024 and US Dollars 22 million in both 2023 and 2022, respectively), equivalent to 49% of the total capital capital increase made. Thus, the total contributions made by the Group amount to US Dollars 147 million as of December 31, 2025, equivalent to 49% of its share capital, which total amounts is US Dollar 300 million.

Under the planned investment program, the company has committed to additionally contribute US Dollar 44 million in 2026, US Dollar 39 million in 2027, and US Dollar 15 million in 2028.

Shanghai RAAS Blood Products Co. Ltd.

As a result of the sale in 2024 of the 20% equity interest in Shanghai RAAS (SRAAS), which had previously been reclassified as a non‑current asset held for sale in 2023 in accordance with IFRS 5, the Group recognized net proceeds associated with the transaction amounting to Euros 1,564 million, after settling the corresponding taxes in China.

The transaction was accompanied by the arrangement of a EUR/RMB foreign exchange forward contract, which was not designated as an accounting hedge. As a result, the funds received amounted to Euros 1,560 million, with a foreign‑exchange loss of Euros 18 million and a gain of Euros 13 million arising from the financial instrument entered into being recognized simultaneously (Note 25).

Accordingly, Grifols lost its significant influence over its investment in SRAAS, and the remaining 6.58% interest in SRAAS shares is considered a financial asset measured at fair value through Other Comprehensive Income. Its fair value at the transaction date was determined based on the quoted market price of SRAAS shares on that date. In addition, Grifols lost its indirect ownership interest in GDS previously held through its investment in SRAAS, which resulted in an increase of Euros 508 million in equity attributable to non‑controlling interests. F-64

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Notes to the Consolidated Financial Statements

(in thousand Euros)

This transaction did not have a material impact on the Consolidated Statements of Profit and Loss for 2024 and is calculated as follows:


		Million of euros
Selling price		1,608
Fair value of SRAAS 6.58%		434
Minus: book value of the Non-current asset held for sale and transaction costs		(1,124)
Minus: book value of the Investment accounted for using the equity method as the date of loss of the significant influence		(368)
Minus:increase of the minority interest of GDS (see Note 19)		(508)
Other contractual obligations (see Note 29)		(10)
Result before the reclassification of translation differences		32
Accumulated translation differences in equity		2
Transaction result: profit		34
Taxes on profits in China and Spain		(35)
Result net of taxes		(1)

The result of the transaction includes an unrealized gain corresponding to the revaluation of the investment retained by Grifols in SRAAS at fair value in the amount of Euros 68 million.

BioDarou P.J.S. Co.

On 25 April 2022, and after obtaining all regulatory approvals, Grifols closed the acquisition of 70.18% of the share capital of Biotest AG for Euros 1,461 million (note 3). Biotest AG is the parent company of a consolidated group of companies, which includes a joint venture investment corresponding to a 49% interest held by Biotest Pharma GmbH in BioDarou P.J.S. Co, whose registered office is in Tehran, Iran, and which is accounted for using the equity method.

The company’s goal is to collect plasma, process it into immunoglobulins, factors and human albumin through Biotest AG and then sell the finished products in Iran.

Albajuna Therapeutics, S.L.

In 2016, Grifols made a capital investment of Euros 4 million in exchange for 30% of the shares of Albajuna Therapeutics, S.L. Since 2018, as a result of a planned investment in accordance with the Shareholders’ Agreement of January 2016, Grifols held a 49% stake in the company’s capital. Albajuna Therapeutics, S.L. is a Spanish research company founded in 2016 which main activity is the development and manufacture of therapeutic antibodies against HIV.

On 9 October, 2023, Grifols, through its 100% owned subsidiary Grifols Innovation and New Technologies Limited, reached an agreement to acquire all the shares of Albajuna Therapeutics, S.L. for the remaining 51% for a total amount of Euro 1. With the acquisition of 100% of the shares, Grifols obtained control over Albajuna Therapeutics, S.L. and, therefore, it has become a group company and is consolidated (note 3).

Mecwins, S.A.

On 22 October 2018 Grifols allocated Euros 2 million to the capital increase of Mecwins through Progenika Biopharma, reaching 24.99% of the total capital.

Mecwins is a spin-off of the Institute of Micro and Nanotechnology of the Center for Scientific Research (CSIC), specialized in the development of innovative nanotechnological analysis tools for the diagnosis and prognosis of diseases.

Mecwins has developed ultrasensitive optical reading immunoassay technology from nanosensors for the detection of protein biomarkers in blood. This technology has potential applications in fields such as oncology, cardiovascular and infectious diseases. F-65

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The injection of capital, in which CRB Inverbio also participated with an additional Euros 2 million, enabled Mecwins to start developing pre-commercial prototypes of this technology and for Grifols to position itself in the field of nanotechnology applied to diagnosis.

In 2021, Mecwins, S.A. acquired own shares from Progenika Biopharma, S.A. to generate treasury stock. This acquisition caused the percentage of ownership in Mecwins, S.A. to decrease to 24.59%.

As of December 31, 2024, since the group ceased to exercise significant influence because it no longer had representation on the Board of Directors and could not intervene in financial policy decisions or its operation, the investment was reclassified as a financial asset with changes in “Other Comprehensive Income” (note 11).

The most recent financial statements available of the main equity-accounted investments of Grifols are as follows:

Balance sheet:


		Millions of Euros
		31/12/2025				31/12/2024
		Grifols Egypt for				Grifols Egypt for
		Plasma Derivatives		Grifols Canada		Plasma Derivatives
		S.A.E.		Plasma, Inc.		S.A.E.
Non-current assets		115		13		98
Current assets		101		8		92
Cash and cash equivalents		22		2		29
Non-current liabilities		(9)		(7)		(7)
Non-current financial liabilities		(8)		(7)		(7)
Current liabilities		(46)		(18)		(45)
Net assets	****	175	****	(9)	****	160

P&L:


	Millions of Euros
	2025		2024	2023
	Grifols Egypt for		Grifols Egypt for	Shanghai RAAS	Grifols Egypt for
	Plasma Derivatives	Grifols Canada	Plasma Derivatives	Blood Products Co.,	Plasma Derivatives
	S.A.E.	Plasma, Inc.	S.A.E.	Ltd.	S.A.E.
Net revenue	28	3	13	778	—
Net profit	(13)	—	4	234	(4)

Joint arrangement:

Biotek America, LLC

Grifols entered into a collaboration agreement with ImmunoTek GH, LLC (“ImmunoTek”) for the opening and management of 28 plasma collection centers. The transaction was executed through the creation of Biotek America LLC (“ITK JV”), which created a series of shares for each center (silos). Grifols held 75% of each series of shares, and ImmunoTek held the remaining 25%. Approximately three years after the opening of each center, according to the agreement, Grifols would acquire the collection centers.

As of December 31, 2025, Grifols has completed the acquisition of all plasma centers, which are now managed through the Group’s subsidiary Biomat Holdings LLC, thereby concluding the collaboration agreement and, consequently, the joint operation (Note 3).

The collaboration agreement between the Group and Immunotek has involved, as of December 31, 2025 and 2024:

●	The construction, licensing, and commissioning by ImmunoTek of a total of 28 plasma centers in the United States.

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	The sale to Grifols of the 28 centers amounted to USD 547 million (EUR 514 million). Fourteen centers were incorporated in April and July 2024, in two phases of seven centers each. Subsequently, eight centers were acquired in January 2025, and the remaining six in February 2025 (see Note 3).
●	Grifols made advances of up to US Dollars 5 million for each center to ImmunoTek (US Dollars 140 million) for the 28 centers (Euros 134 million), which has been deducted from the purchase price of the last 14 centers.
---	---
●	All of the plasma collected by ITK JV through the 28 centers is sold exclusively to Grifols in exchange for an agreed price. Plasma purchases made from ITK JV in 2024 and 2023 amounted to Euros 236 million and Euros 234 million, respectively.
---	---
●	ImmunoTek, up to the date of the acquisition of the centers and completion of the collaboration agreement, exclusively managed the centers in exchange for a management fee, which amounted to Euros 8 million until June 2023. Subsequently, as a result of a contractual modification, the management fees became fixed amounts of Euros 28 million as of December 31, 2024 (Euros 15 million as of December 31, 2023).
---	---
●	As manager, up to the date of the acquisition of the centers and the completion of the collaboration agreement, it was able to carry out all acts it deemed necessary under its sole and exclusive responsibility, but always within the activities agreed by the parties. The agreement could only be terminated with the unanimous consent of the parties. However, the manager was not authorized to act under a delegated power, insofar as it had exposure to management fees and to the achievement of objectives aimed at maximizing the selling price of each series.
---	---
●	It was agreed that, once ITK JV has been liquidated and payments to the creditors of ITK JV or of each series have been made, the advances contributed by the participants shall be reimbursed, in this case, the advances provided by Grifols. Any remaining balance, if any, shall be distributed among the partners in proportion to their shareholding (Immunotek 25%; Grifols 75%).
---	---
●	None of the series should be responsible for expenses incurred or attributed to the other series. All profit, loss, income and expense items would be allocated to ImmunoTek, including any tax benefits derived therefrom. However, all assets and liabilities correspond to each of the series. Therefore, each of the series has a separate legal personality, with assets and liabilities isolated from the rest, i.e. each series is a SILO.
---	---
●	Grifols, through Grifols Shared Services North America, Inc. acts as guarantor of two ImmunoTek plasma center lease agreements that are not affected by the collaboration under Biotek America, LLC. In addition, and as a result of the acquisition of the Group 4 Centers, these are encumbered as collateral of the Promissory Note and (following the same guarantee provided by Grifols S.A. under the Collaboration Agreement with Immunotek) the Promissory Note is guaranteed by Grifols, S.A.
---	---

The amounts paid net of deposits and on the basis of a minimum production and existence of the centers at the time of purchase, were the following (note 3):


		Millions
		US Dollar		Euros
Group 3		78		75
Group 4		62		59
Total		140		134

Until the acquisition date of the centers and the completion of the collaboration agreement, regardless of whether Grifols held a 75% stake and whether the management was transferred to ImmunoTek, there was joint control until Grifols acquired the centers and would be accounted for as a joint operation based on the contractual conditions: (i) joint decision-making power on the relevant activities; (ii) Grifols’ exposure to the 75% stake, the advances paid, the guarantees granted and the contracts for the purchase of plasma supply; (iii) significant exposure of the other shareholder to the results of the silos generated and their fees, given that it did not act with delegated power and, (iv) relation between the two. F-67

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Therefore, to the extent that there was joint control and each series was representative of a silo and was designed and created to sell all the plasma collected to Grifols, which advanced the necessary funds for the development of the series and guaranteed the obligations, they should be considered joint agreements. However, there was a disproportion between Grifols’ percentage stake in the series, which amounted to 75%, and the economic exposure to assets and liabilities of 100%, while the income and expenses and tax benefits derived therefrom from the period prior to the acquisition were attributed to ImmunoTek. As a result, the losses generated by the series during the period prior to the acquisition were attributed to the other shareholder under the tax transparency regime.

Below is a breakdown of the aggregate balances of the centers as of 31 December 2024, excluding balances with Grifols:


	Millions
	US Dollars		Euros
	31/12/2024		31/12/2024
Non-current assets	54		52
Current assets	27		26
Total assets	81		78

Non-current liabilities	56		54
Current liabilities	47		45
Total liabilities	103		99

Grifols’ balances	6		6
Total Equity	(28)		(27)


		Millions
		US Dollars		Euros
		31/12/2024		31/12/2024
Net revenue		206		190
Net profit		6		6

**(11)**Financial Assets

Details of non-current financial assets on the consolidated balance sheet at 31 December 2025 and 2024 are as follows:


	Millions of Euros
	Reference	31/12/2025	31/12/2024
Other non-current investments		339	422
Non-current derivatives	Note 30	—	1
Total Non-current financial assets measured at fair value		339	423
Non-current guarantee deposits		16	9
Other non-current financial assets		24	38
Non-current loans	a)	133	20
Total Non-current financial assets measured at amortized cost		173	67
Total Non-current financial assets		512	490

In Non-current guarantee deposits, there are long-term deposits with related parties that amount Euros 1 million at 31 December 2025 (Euros 1 million at 31 December 2024) (note 31). Additionally, there is a pledged deposit amounting to US Dollars 10 million, which forms part of the US Dollar 50 million guarantee granted by the Group to Grifols Egypt for Plasma Derivatives S.A.E., securing a contract entered into by said entity with a financial institution (see note 31). F-68

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The remaining 6.58% interest in SRAAS shares is included under “Other non-current investments”. This investment has been considered a financial asset measured at fair value with changes in ‘Other Comprehensive Income of financial investments’ whose fair value has been calculated on the basis of the SRAAS share price at that date (CNY 6.34 per share at 31 December 2025 and CNY 7.22 per share at 31 December 2024) in the amount of Euros 336 million at 31 December 2025 (Euros 416 million at 31 December 2024) recognizing a loss under the heading of other comprehensive income in 2025 of Euros 80 million net of tax (Euros 18 million in 2024).

Details of current financial assets on the consolidated balance sheet at 31 December 2025 and 2024 are as follows:


				Millions of Euros
		Reference		31/12/2025		31/12/2024
Current derivatives		Note 30		—		6
Total Non-current financial assets measured at fair value				—		6

Deposits and guarantees				1		3
Other current financial assets				23		21
Current loans		a)		12		214
Total other current financial assets measured at amortized cost				36		238
Total other current financial assets	****		****	36	****	244

**a)**Non-current and current loans

Details of non-current and current loans are as follows:


				Millions of Euros
		Reference		31/12/2025		31/12/2024
Loans to associates		Note 31		2		—
Loans to related parties		Note 31		135		214
Loans to third parties				8		20
Total current and non-current loans	****		****	145	****	234

“Loans to related parties” includes by an amount of Euros 11 million (Euros 82 million as of 31 December 2024) the open balance of the cash pooling that Haema GmbH and BPC Plasma, Inc. have with Scranton Plasma B.V. (note 31). Despite their maturity date being 2027, these have been maintained in the short term as their recovery is expected through the collection of dividends in the coming year. In 2025, 2024 and 2023, BPC Plasma Inc. distributed to its shareholder Scranton Plasma B.V. a dividend without cash outflow compensating “Loans to related parties”. In 2025 the dividend amounted Euros 26 million (Euros 40 million in 2024, being the dividend distributed in 2023 the result of the previous 4 years for a value of Euros 266 million. This distribution had an impact against the Group’s non-controlling interests reserves (see note 17). Additionally, in 2025 Haema GmbH distributed to its shareholder Scranton Plasma B.V a dividend without cash outflow compensating “Loans to related parties” that amounted Euros 87 million.

Furthermore, through the execution of a quota transfer agreement on 31 October 2024, Grifols Worldwide Operations Limited (“GWWO”) as purchaser, acquired 100% of the share capital of Haema Plasma Kft, from Scranton Plasma B.V., as seller (the “SPA”), all of which in exchange of Euros 35 million (the “Purchase Price”). The Purchase Price was paid by GWWO to Scranton Plasma B.V. through the partial assignment by GWWO to Scranton Plasma B.V. of part of certain receivable held by GWWO against Haema GmbH (under certain advance payment made in the past by GWWO to Haema GmbH for the purchase of plasma (the “Plasma Advance Receivable”)) in the amount of the Purchase Price (the “Assigned Receivable”). Therefore, the amount of the Plasma Advance Receivable was reduced in the amount of the Assigned Receivable. In turn and in addition, upon receipt by Scranton Plasma B.V. of the Assigned Receivable, Scranton Plasma B.V., as creditor under the Assigned Receivable against Haema GmbH, as debtor thereunder, settled its debt position under the cash-pooling financing agreement in the amount of the Assigned Receivable (and hence, the amount outstanding under the cash-pooling arrangement between Haema GmbH, as creditor and Scranton Plasma B.V., as debtor, was reduced in the amount of the Assigned Receivable). F-69

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Additionally, this caption includes the loan granted to Scranton Enterprises BV by the Group related to the payment of the sale of the shares of BPC Plasma, Inc. and Haema, GmbH (notes 21 and 31). The initial amount of the loan was US Dollars 95 million (Euros 87 million). Furthermore, in 2023 an additional amount of Euros 15 million was drawn under the same terms as the original loan. As of 31 December 2025, the recorded amount stands at Euros 124 million, including accrued and capitalized interest to date (Euros 132 million as of 31 December 2024).

As part of the acquisition agreement of Grifols Canada Plasma, Inc., the Group has granted a loan which amounts Canadian Dollar 2 million (see Note 10).

(12)	Inventories

Details of inventories at 31 December 2025 and 2024 are as follows:


		Millions of Euros
		31/12/2025		31/12/2024

Goods for resale		190		194
Raw materials and supplies		936		979
Work in progress and semi-finished goods		1,407		1,478
Finished goods		862		1,059
Allowance for slow-moving and obsolete inventory		(99)		(150)
		3,296		3,560

Grifols maintains insurance policies to mitigate potential risks of material damage to inventories.

Movement in the inventory provision was as follows:


		Millions of Euros
		31/12/2025		31/12/2024		31/12/2023

Balance at 1 January		150		124		85
Net charge for the year		(33)		23		57
Cancellations for the year		(14)		—		(16)
Translation differences		(4)		4		(2)
Balance at 31 December		99		150		124

The Group has entered into unconditional purchase commitments in the ordinary course of business. These commitments include legally binding agreements to acquire goods, which specify all relevant terms such as: fixed or minimum quantities to be purchased, fixed, minimum or variable pricing conditions, and the approximate timing of the transaction. Agreements that can be cancelled at any time without penalty are excluded from these commitments. The total amount of the Group’s unconditional purchase commitments is as follows:


		Millions of Euros
2026		467
2027		427
2028		346
2029		295
2030		5
More than 5 years		10

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Notes to the Consolidated Financial Statements

(in thousand Euros)

(13)	Trade and Other Receivables

Details at 31 December 2025 and 2024 are as follows:


		Millions of Euros
	Reference	31/12/2025	31/12/2024

Current contract assets		83	36
Trade receivables		619	687
Receivables from associates	Note 31	55	39
Impairment losses		(23)	(21)
Trade receivables		651	705
Other receivables	Note 30 (c)	13	11
Personnel		1	1
Advance payments	Note 30 (c)	7	6
Taxation authorities, VAT recoverable		55	54
Other public entities		25	6
Other receivables		101	78
Current income tax assets		17	53
Total current contract assets, trade and other receivables		852	872

Current contract assets

Short‑term contract assets relate to outstanding performance obligations arising from installment agreements entered into by certain Group companies. These contractual obligations are generally settled within a period of less than 12 months. Trade receivables arising from this line of business, which generally have maturities ranging from 60 to 120 days, are recognized when the right to consideration becomes unconditional. This occurs at the time when biological drugs produced from plasma provided by the customer are delivered to the customer. These transactions are measured at cost of sales plus margin, provided that such margin can be reliably estimated.

Credit risk is recognized through valuation adjustments to contract assets. The allowance for doubtful accounts is determined as the difference between the nominal value of contract assets and the estimated recoverable amount.

Impairment losses

The following represent the carrying amount of the trade and other receivables and contractual assets categorized by due date as of 31 December 2025 is as follows:


		Millions of Euros
				Total gross carrying				Total net third party
		ECL Rate		amount		Provision		trade receivables
Not matured		0.19	%	522		(1)		521
Past due 0-30 days		0.19	%	142		—		142
Past due 31-60 days		0.62	%	25		—		25
Past due 61-90 days		2.03	%	9		—		9
Past due 91-180 days		3.01	%	19		(1)		18
Past due 181-365 days		8.52	%	12		(1)		11
More than one year		100	%	21		(13)		8
Customers with objective evidence of impairment				7		(7)		—
	****		****	757	****	(23)		734

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The following represent the carrying amount of the trade and other receivables and contractual assets categorized by due date as of 31 December 2024 is as follows:


		Millions of Euros
				Total gross carrying			Total net third party
		ECL Rate		amount		Provision	trade receivables
Not matured		0.19	%	622		(1)	621
Past due 0-30 days		0.19	%	19		(1)	18
Past due 31-60 days		0.62	%	24		—	24
Past due 61-90 days		2.03	%	17		—	17
Past due 91-180 days		3.01	%	36		(1)	35
Past due 181-365 days		8.52	%	16		(1)	15
More than one year		100	%	17		(6)	11

Customers with objective evidence of impairment				11		(11)	—
	****		****	762	****	(21)	741

Movement in the bad debt provision was as follows:


		Millions of Euros
		31/12/2025		31/12/2024		31/12/2023
Opening balance	****	21	****	32	****	32
Net charges for the year		8		5		7
Net cancellations for the year		(5)		(17)		(7)
Transfers		—		—		—
Translation differences		(1)		1		—
Closing balance	****	23	****	21	****	32

The Group also records impairment allowances representing the best estimate of expected losses on trade receivables and other accounts receivable. For trade receivables, the simplified approach is applied, estimating expected losses over the entire life of the asset, while for other financial assets the general model is used. Monitoring of portfolios without specific signs of impairment is performed using a provision matrix based on ageing. For trade receivables related to Middle Eastern customers overdue for more than one year, the matrix percentages have been adjusted to reflect specific default patterns. For other financial assets, the Group has assessed their recoverability and concluded that there is no significant risk of default. These allowances are based on historical experience and the ageing of balances, and are reviewed periodically to reflect changes in risk. Thanks to the strong credit quality of customers and the fact that collection periods are generally short, around 30 days, the impact of these allowances has not been significant.

Assignment of credit rights

During 2025, 2024 and 2023, the Group has sold receivables without recourse to some financial institutions (factors), to which the risks and benefits inherent to the ownership of the assigned credits are substantially transferred. Also, the control over the assigned credits, understood as the factor’s ability to sell them to an unrelated third party, unilaterally and without restrictions, has been transferred to the factor.

The main conditions of these contracts include the advanced collection of the assigned credits that vary between 70% and 100% of the nominal amount and a percentage of insolvency risk coverage on the factor side that varies between 90% and 100% of the nominal of the assigned credits. These contracts have been considered as without recourse factoring and the amount advanced by the factors has been derecognized from the balance sheet.

At 31 December 2025, the finance cost of credit rights sold for the Group totals Euros 14 million which has been recognized under finance costs in the consolidated statement of profit and loss for (Euros 31 million in 2024 and Euros 25 million in 2023) (note 25). F-72

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The volume of net invoices that have been sold without recourse to various financial institutions which would not have been collected as of 31 December 2025, totals Euros 325 million (Euros 312 million at 31 December 2024).

Details of balances with related parties are shown in note 31.

(14)	Cash and Cash Equivalents

Details of this caption of the consolidated balance sheet at 31 December 2025 and 2024 are as follows:


	Millions of Euros
	31/12/2025	31/12/2024
Current deposits	8	5
Restricted cash	24	—
Cash in hand and at banks	793	975
Total cash, cash restricted and cash equivalents	825	980

As of 31 December 2025, there is a restricted amount of 24 millions of euros in a Group bank account, respect of which the financial institution maintains an administrative operational restriction. This restriction neither affects the Group´s legal title to the cash nor changes its nature, but rather arises from the bank´s internal approval procedures as part of its standard banking operations.

The Group continuously monitors its exposure to these restrictions and considers that they do not significantly impact its overall liquidity position or its ability to meet short-term financial obligations.

(15)	Equity

Details of consolidated equity and movement are shown in the consolidated statement of changes in equity.

a)	Share capital

At 31 December 2025 and 2024, the Company’s share capital amounts to Euros 119,603,705 and comprises:

●	Class A shares: 426,129,798 ordinary shares of Euros 0.25 par value each, subscribed and fully paid and of the same class and series.
●	Class B shares: 261,425,110 non-voting preference shares of 0.05 Euros par value each, of the same class and series, and with the preferential rights set forth in the Company’s by-laws.
---	---

Class B Shares

Our Class B shares have substantially similar dividend and other economic rights as our Class A shares, but differ from the Class A shares in some important respects that are outlined below.

Voting Rights

Separate Vote at General Shareholder Meetings on Extraordinary Matters

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Any resolution (i) authorizing the Company or any of its subsidiaries to repurchase or acquire any of our Class A shares, except for pro rata repurchases available equally to holders of our Class B shares on the same terms and at the same price as offered to holders of our Class A shares or (ii) approving the redemption of any of our shares and any share capital reductions (through repurchases, cancellation of shares or otherwise), other than (a) those redemptions required by law and (b) those redemptions which affect equally our Class A shares and Class B shares and in which each Class B share is treated the same as a Class A share in such transaction.
●	Any resolution approving the issuance, granting or sale (or authorizing the Board to issue, grant or sell) (i) any of our shares, (ii) any rights or other securities exercisable for or exchangeable or convertible into our shares or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchase, convert, subscribe or otherwise receive any of our securities, except if (a) each Class B share is treated the same as a Class A share in the relevant issuance, grant or sale and, therefore, has a preferential subscription right (“derecho de suscripción preferente”) or a free allotment right in the relevant issuance, grant or sale to the same extent, if any, as a Class A share or (b) if the issuance is made in accordance with the subscription rights described in “Subscription Rights” below.
---	---
●	Any resolution approving unconditionally or not (i) a transaction subject to Law 3/2009 (including, without limitation,a merger, split-off, cross-border redomiciliation or global assignment of assets and liabilities), except if in such transaction each Class B share is treated the same as a Class A share or (ii) our dissolution or winding-up, except where such resolution is required by law.
---	---
●	Any resolution for the delisting of any Grifols shares from any stock exchange.
---	---
●	Generally, any resolution and any amendment of the Articles of Association that directly or indirectly adversely affects the rights, preferences or privileges of our Class B shares (including any resolution that adversely affects our Class B shares relative to our Class A shares or that positively affects our Class A shares relative to our Class B shares, or that affects the provisions in the Articles of Association relating to our Class B shares).
---	---

The general shareholders’ meeting has the power to decide on all matters assigned to it by law or by the Articles of Association and, in particular, without limitation to the foregoing, shall be the only corporate body or office entitled to decide on these extraordinary matters.

Preferred Dividend

Each of our Class B shares entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to Euros 0.01 per Class B share. In any given fiscal year, we will pay a preferred dividend to the holders of our Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of our Class A shares. The preferred dividend on all issued Class B shares will be paid by us within the nine months following the end of that fiscal year, in an amount not to exceed the distributable profits obtained by us during that fiscal year.

Other Dividends

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Redemption Rights

●	We will, within ten days of the date on which the redemption event occurred (i.e., the date on which the triggering tender offer settled), publish in the Commercial Registry Gazette, the Spanish Stock Exchanges’ Gazettes and in at least two of the newspapers with widest circulation in Barcelona an announcement informing the holders of our Class B shares of the redemption event and the process for the exercise of redemption rights in connection with such redemption event.
●	Each holder of our Class B shares will be entitled to exercise its redemption right for two months from the first date of settlement of the tender offer triggering the redemption right by notifying us of its decision. We will ensure that mechanisms are in place so that the notification of the exercise of the redemption right may be made through Iberclear.
---	---
●	The redemption price to be paid by us for each Class B share for which the redemption right has been exercised will be the sum of (i) the amount in euro of the highest consideration paid in the tender offer triggering the redemption right plus (ii) interest on the amount referred to in (i), from the date such tender offer is first settled until the date of full payment of the redemption price, at a rate equal to the one-year EURIBOR plus 300 basis points. For the purposes of this calculation, the amount in euro corresponding to any non-cash consideration paid in the tender offer will be the market value of such non-cash consideration as of the date the tender offer is first settled. The calculation of such market value shall be supported by at least two independent experts designated by us from auditing firms of international repute.
---	---
●	We will, within 40 days of the date on which the period for notification of the exercise of redemption rights following a tender offer lapses, take all the necessary actions to (i) effectively pay the redemption price for our Class B shares for which the redemption right has been exercised and complete the capital reduction required for the redemption and(ii) reflect the amendment to Article 6 of the Articles of Association (related to share capital) deriving from the redemption.
---	---

Liquidation Rights

We will pay the liquidation amount to the holders of our Class B shares before any amount on account of liquidation is paid to the holders of our Class A shares.

Each of our Class B shares entitles its holder to receive, in addition to the liquidation preference amount, the same liquidation amount paid for a Class A share. F-75

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Subscription Rights

As an exception, the preferential subscription rights and the free allotment rights of the Class B shares will only be for new Class B shares or for instruments giving the right to purchase, convert, subscribe for or otherwise receive Class B shares, and the preferential subscription right and the free allotment right of an Class A share will only be for new Class A shares or for instruments giving the right to purchase, convert, subscribe or otherwise receive Class A shares, for each capital increase or issuance that meets the following three requirements: (i) the issuance of Class A shares and Class B shares is in the same proportion of our share capital as they represent at the time the resolution on the capital increase is passed; (ii) grants of preferential subscription rights or free allotment rights,as applicable, to the Class B shares for the Class B shares are under the same terms as the preferential subscription rights or free allotment rights, as applicable, granted to the Class A shares for the Class A shares; and (iii) no other shares or securities are issued.

Registration and Transfers

Class B shares are in book-entry form on Iberclear and are indivisible, in the same terms as the Class A shares.

Since 23 July 2012 the ADSs (American Depositary Shares) representing Grifols’ Class B shares (non-voting shares) have had an exchange ratio of 1:1 in relation to Class B shares, ie.1 ADS represents 1 Class B share. The previous rate was 2 ADS per 1 Class B share.

The Company’s knowledge of its shareholders is based on information provided voluntarily or in compliance with applicable legislation (note 15(g)).

At 31 December 2025 and 2024, the number of outstanding shares is equal to the total number of Company shares, less treasury stock.

Movement in outstanding shares during 2025 is as follows:


	Reference	Class A shares	Class B shares
Balance at 1 January 2025		422,185,368	258,223,736
(Acquisition) / disposal of treasury stock	Note 15(d)	166,208	—
Balance at 31 December 2025		422,351,576	258,223,736

Movement in outstanding shares during 2024 is as follows:


	Reference	Class A shares	Class B shares
Balance at 1 January 2024		422,185,368	256,906,911
(Acquisition) / disposal of treasury stock	Note 15(d)	—	1,316,825
Balance at 31 December 2024		422,185,368	258,223,736

b)	Share premium

Movement in the share premium is described in the consolidated statement of changes in equity, which forms an integral part of this note to the consolidated financial statements.

c)	Reserves

The drawdown of accumulated gains is subject to legislation applicable to each of the Group companies. F-76

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The movement in this caption of the consolidated balance sheet during the years ended at 31 December 2025, 2024 and 2023 is reflected in the consolidated statement of changes in equity.

In the current fiscal year, the most significant movements mainly correspond to the acquisitions of Biotest AG and Araclon Biotech (Note 17).

In 2024 the most significant movements relate to the acquisitions of Haema Plasma Kft, Grifols Pyrenees Research Center, S.L., and Grifols Malaysia SDN BHD (Note 2). The first one had a negative impact on reserves, decreasing them by Euros 14 million. On the other hand, the acquisition of Grifols Malaysia SDN BHD generated a positive effect, increasing reserves by Euros 5 million.

Legal reserve

Companies in Spain are obliged to transfer 10% of each year’s profits to a legal reserve until this reserve reaches an amount equal to 20% of share capital. This reserve is not distributable to shareholders and may only be used to offset losses if no other reserves are available. Under certain conditions it may be used to increase share capital provided that the balance left on the reserve is at least equal to 10% of the nominal value of the total share capital after the increase.

At 31 December 2025 and 2024 the legal reserve of the Parent amounts to Euros 24 million which corresponds to 20% of the share capital.

Distribution of the legal reserves of Spanish companies is subject to the same restrictions as those of the Company and at 31 December 2025 and 2024 the balance of the legal reserve of other Spanish companies amounts to Euros 2 million.

Other foreign Group companies have a legal reserve amounting to Euros 4 million at 31 de diciembre de 2025 and 2024.

Unavailable reserve

At 31 December 2025, Euros 30 million equivalent to the carrying amount of development costs pending amortization of certain Spanish companies (Euros 19 million at 31 December 2024) are, in accordance with applicable legislation, a distribution limitation until these development costs have been amortized.

Hedging reserve

The hedging reserve includes the cash flow hedge reserve and the costs of hedging reserve, see note 4(i) or details. The cash flow hedge reserve is used to recognize the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges, as described in note 30.

The Group defers the changes in the forward element of forward contracts and the time value of option contracts in the costs of hedging reserve.

d)	Treasury stock

The Parent held Class A and B treasury stock equivalent to 1.02% of its capital at 31 December 2025 (1.04% of its capital in Class A and B treasury stock at 31 December 2024). F-77

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Treasury stock Class A

Movement in Class A treasury stock during 2025 is as follows:


		No. of Class A shares		Millions of Euros
Balance at 1 January 2025		3,944,430		90
Disposal Class A shares		(166,208)		(4)
Balance at 31 December 2025	****	3,778,222	****	86

During 2025, the Group delivered 166,208 treasury shares (Class A shares) to certain employees as compensation under the Restricted Stock Plan and the Long‑Term Incentive Plan.

During fiscal year 2024, there were no movements in Class A treasury shares, which remained at 3,944,430 shares and Euros 90 million.

Treasury stock Class B

During fiscal year 2025, there were no movements in Class B treasury shares, which remained at 3,201,374 shares and Euros 45 million.

Movement in Class B treasury stock during 2025 is as follows:


	No. of Class B shares	Millions of Euros
Balance at 1 January 2025	3,201,374	45
Disposal Class B shares	—	—
Balance at 31 December 2025	3,201,374	45

Movement in Class B treasury stock during 2024 was as follows:


	No. of Class B shares	Millions of Euros
Balance at 1 January 2024	4,518,199	63
Disposal Class B shares	(1,316,825)	(18)
Balance at 31 December 2024	3,201,374	45

In April and October 2024, the Group delivered 1,316,825 treasury shares (Class B shares) to eligible employees as compensation under the Restricted Stock Plan.

e)	Distribution of profit and dividends

The profits of Grifols, S.A. and subsidiaries will be distributed as agreed by respective shareholders at their general meetings. F-78

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The proposed distribution of profit of the Parent Grifols, S.A. for the years ended 31 December 2025, and the distribution of profit approved for 2024, presented at the general meeting held on June 5, 2025, is as follows:


	Millions of Euros
	31/12/2025	31/12/2024
Voluntary reserve	31	(83)
Dividends	161	—
Results of the Parent	192	(83)


		Millions of Euros
Distribution base:		31/12/2025
Profit for the year		192


		Millions of euros
Distribution:		31/12/2025
Dividends		158
Mandatory preferred dividend for Class B shares		3
Voluntary reserve		31

The distribution of profit corresponding to the year ended 31 December 2025 and 2024 presented in the statement of changes in consolidated equity.

On August 13, 2025, the Company paid an interim dividend for fiscal year 2025 amounting to a gross sum of 0.1500 euros per share, with the total distributed amount reaching Euros 102 million. The total dividend amount of Euros 158 million includes the Euros 102 million corresponding to the interim dividend already paid. The parent company has not distributed dividends in fiscal years 2023 and 2024.

**f)**Restricted Share Unit Retention Plan

The Group has set up a Restricted Share Unit Retention Plan (hereinafter RSU Plan) and a long-term incentive plan for certain employees (note 26).This commitment will be settled using equity instruments and the cumulative accrual amounts to Euros 13 million at 31 December 2025 (Euros 7 million at 2024).

The incentive plan that has been granted equity instruments to certain employees as part of their compensation package, subject to the achievement of various metrics, both financial and non-financial. The plan has been assessed by calculating the unit value of the options at the valuation date and multiplying it by the total number of options to be granted. Subsequently, this unit value will be adjusted based on the likelihood of achieving the specified objectives.

**g)**Significant shareholders

The most significant shareholdings in the share capital of Grifols, S.A. as of December 31, 2025, according to publicly available information or communication made to the Company, are as follows:


		% of voting rights attached				% of voting rights through
		to the shares				financial instruments				% of total
Name or company name of shareholder		Direct		Indirect		Direct		Indirect		voting rights	****
Armistice Capital Master Fund Ltd		1.06	%	—	%	—	%	—	%	1.06	%
BlackRock, Inc.		—	%	3.38	%	—	%	0.90	%	4.27	%
Deria, S.L.		15.20	%	—	%	—	%	—	%	15.20	%
Flat Footed Llc.		—	%	3.13	%	—	%	—	%	3.13	%
Mason Capital Master Fund L.P.		—	%	3.17	%	—	%	—	%	3.17	%
Ponder Trade, S.L.		7.09	%	—	%	—	%	—	%	7.09	%
Scranton Enterprises, B.V.		8.40	%	—	%	—	%	—	%	8.40	%

F-79

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Notes to the Consolidated Financial Statements

(in thousand Euros)

(16)	Earnings Per Share
a)	Basic Earnings per share
---	---

The calculation of basic earnings per share is based on the profit for the year attributable to the shareholders of the Parent divided by the weighted average number of ordinary shares outstanding throughout the year, excluding treasury stock.

Details of the calculation of basic earnings per share are as follows:


	31/12/2025	31/12/2024	31/12/2023
Profit for the year attributable to shareholders of the Parent (Millions of Euros)	402	157	42
Weighted average number of ordinary shares outstanding	680,512,566	679,668,551	679,756,294
Basic earnings per share (Euros per share)	0.59	0.23	0.06

Basic earnings per share for Class A and B shares amounted to approximately Euros 0.59 and 0.60 per share, respectively.

The weighted average number of ordinary shares outstanding (basic) is as follows:


	Number of shares
	31/12/2025	31/12/2024	31/12/2023
Issued shares outstanding at 1 January	680,409,104	679,092,279	679,469,076
Effect of treasury stock	103,462	576,272	287,218
Weighted average number of ordinary shares outstanding (basic) at 31 December	680,512,566	679,668,551	679,756,294

**b)**Diluted Earnings per share

Diluted earnings per share are calculated by dividing profit for the year attributable to shareholders of the Parent by the weighted average number of ordinary shares outstanding considering the diluting effects of potential ordinary shares.

The RSUs granted by the Group and payable in shares, assumes the existence of dilutive potential shares. Diluted earnings per share have been calculated as follows:


	31/12/2025	31/12/2024	31/12/2023
Profit for the year attributable to shareholders of the Parent (Millions of Euros)	402	157	42
Weighted average number of ordinary shares outstanding (diluted)	681,573,145	679,916,715	677,101,992
Diluted earnings per share (Euros per share)	0.59	0.23	0.06

Diluted earnings per share for Class A and B shares amounted to approximately Euros 0.59 and 0.60 per share, respectively.

The weighted average number of ordinary shares outstanding diluted has been calculated as follows:


	Number of shares
	31/12/2025	31/12/2024	31/12/2023
Ordinary shares outstanding at 1 January	680,409,104	679,092,279	679,469,076
Plans of rights over shares	1,060,579	248,164	(2,654,302)
Effect of treasury stock	103,462	576,272	287,218
Weighted average number of ordinary shares outstanding (diluted) at 31 December	681,573,145	679,916,715	677,101,992

F-80

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

(17)	Non-Controlling Interests

Details of non-controlling interests and movement at 31 December 2025 are as follows:


	Millions of Euros
			Profit /
		Balance at	(loss) for	(Investments) /			Other	Translation	Balance at
	Reference	31/12/2024	the period	Divestments		Dividends	movements	differences	31/12/2025
Grifols (Thailand) Pte Ltd		5	—	—		—	—	—	5
Araclon Biotech, S.L.	a)	(1)	—	2		—	—	—	1
Haema GmbH		260	11	—		(87)	—	—	184
BPC Plasma, Inc		146	40	—		(26)	—	(19)	141
Grifols Diagnostic Solutions Inc.		1,970	62	—		(27)	—	(224)	1,781
Plasmavita Healthcare GmbH		16	3	—		(1)	1	—	19
Albimmune S.L.		(3)	—	—		—	—	—	(3)
Biotest AG	b)	330	(18)	(112)		—	3	1	204
		2,723	98	(110)		(141)	4	(242)	2,332

a)	Araclon Biotech

On March 7, 2025, Grifols, through its 100% owned subsidiary Grifols Innovation and New Technologies Limited, acquired 0.58% of the share capital of Araclon Biotech for a value of Euros 1 million. Additionally, on December 16, 2025, it acquired a further 0.69% interest for an amount of Euros10 million. As a result, as of December 31, 2025, the Group holds 77.12% of the company. The impact on reserves amounts to Euros 3 million and Euros 2 million in the non-controlling interests.

b)	Biotest

On February 14, 2025, Grifols acquired 589,694 non-voting preferred shares, representing approximately 1.5% of the share capital of Biotest AG at a price of €30.00 per share. The total amount disbursed by the Group amounts Euros 18 million. As a result of this transaction, the Group, directly and indirectly, became the owner of 71.68% of Biotest AG.

On March 31, 2025, Grifols Biotest Holdings GmbH announced its decision to make a delisting offer for the acquisition of all ordinary voting shares of Biotest AG (“Biotest”) at a price of €43.00 per share, as well as the non-voting preferred shares at a price of €30.00 per share, in accordance with the provisions of the Offer Document.

The acceptance period ended on June 6, 2025, the date from which Biotest AG’s shares ceased trading on the Frankfurt Stock Exchange.

The offer was accepted for a total of:

●	416,922 ordinary shares, representing approximately 2.11% of the total issued ordinary shares with voting rights and 1.05% of Biotest’s total share capital, and
●	3,002,804 non-voting preferred shares, representing approximately 15.18% of the total preferred shares issued and 7.59% of Biotest’s total share capital.
---	---

The total amount disbursed by the Group within the framework of this operation amounted to Euros 108 million.

As a result of the delisting offer, the Group, directly and indirectly through its subsidiary Grifols Biotest Holdings GmbH, came to hold:

●	99.25% of the total ordinary voting shares issued, and

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	61.40% of the total non-voting preferred shares issued.

The settlement of the offer was carried out on 16 June 2025.

Subsequently, in September and October 2025, the Group carried out several acquisitions. Grifols purchased 31,627 preferred shares, representing approximately 0.16% of the total non-voting preferred shares issued and 0.08% of Biotest AG’s share capital, at a price of €30.00 per share, as well as 549 ordinary voting shares at a price of €43.00 per share.

The total amount invested by the Group amounted to Euros 1 million. As a result of this transaction, the Group, directly and indirectly, came to hold 80.40% of Biotest AG’s share capital.

In accordance with the provisions of IFRS 10 – Consolidated Financial Statements, this transaction has been accounted for as a transaction with non-controlling interests, as the Group continues to exercise control over Biotest AG. Consequently, there has been no impact on the condensed interim consolidated income statement of the Group.

The impact of the transaction on the consolidated balance sheet as of 31 December 2025 is reflected in the following terms:

●	A decrease under the heading “Non-controlling interests” amounting to Euros 109 million, including an effect on translation differences of Euros 7 million; and
●	A change in accumulated reserves (undistributed income) amounting to Euros 25 million (see Note 15(c)).
---	---

Additionally, in October 2025, the company Haema Plasma Kft. was sold to Biotest AG, leading to a further decrease in non-controlling interests of Euros 3 million.

In the fiscal year 2025, Haema GmbH and BPC Plasma Inc. distributed dividends amounting to Euros 87 million and Euros 26 million respectively without any cash outflow, as compensation for “Other loans with related parties” owed to its shareholder Scranton Plasma B.V. (notes 11 and 31).

Grifols Diagnostic Solutions Inc. has also distributed a dividend of US Dollar 70 million, having an impact against Group’s non-controlling reserves of Euros 27 million.

Details of non-controlling interests and movement at 31 December 2024 are as follows:


	Millions of Euros
		Balance at		(Investments) /			Other	Translation	Balance at
	Reference	31/12/2023	Additions	Divestments		Dividends	movements	differences	31/12/2024
Grifols (Thailand) Pte Ltd		5	—	—		—	—	—	5
Grifols Malaysia Sdn Bhd		4	—	(4)		—	—	—	—
Araclon Biotech, S.L.		(1)	—	—		—	—	—	(1)
Haema GmbH		254	6	—		—	—	—	260
BPC Plasma, Inc		148	28	—		(40)	—	10	146
Grifols Diagnostic Solutions Inc.		1,347	48	508		(25)	—	92	1,970
Plasmavita Healthcare GmbH		13	4	—		—	—	(1)	16
Haema Plasma Kft	Nota 2 (b)	20	—	(20)		—	—	—	—
Albimmune S.L.		(2)	(1)	—		—	—	—	(3)
Biotest AG		357	(29)	—		(1)	—	3	330
		2,145	56	484		(66)	—	104	2,723

On October 22, 2024, the Group acquired the entirety of Haema Plasma Kft., as detailed in note 2(b), which has resulted in a reduction of said non-controlling interest in its entirety. F-82

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Additionally, in the context of the agreement for the sale of the 20% stake in SRAAS, the effective percentage of the non-controlling interest in Grifols Diagnostic Solutions Inc. has increased by 11.96% reaching a 45%, representing an increase in the equity attributed to minority parties of Euros 508 million.

In 2024, Grifols Diagnostic Solutions Inc. has distributed a dividend of US Dollar 60 million, having an impact against Group’s non-controlling reserves of Euros 25 million. Furthermore, BPC Plasma, Inc. has made a distribution of dividends without cash outflow and in compensation for “Other loans to related parties” to its shareholder Scranton Plasma B.V. worth Euros 40 million (notes 11 and 31).

At 31 December 2025 and 2024, the main items of the statement of financial positions of the most significant non-controlling interests are as follows:


	Millions of Euros
	31/12/2025
					Total consolidated equity
	Non-current	Current	Non-current	Current	(except for intercompany	% Non-controlling		Non-controlling
	assets	assets	liabilities	liabilities	eliminations)	Interest		interests
Grupo Biotest	2,195	876	(487)	(854)	1,041	19.6	%	204
Grupo GDS	4,197	251	(349)	(141)	3,958	45	%	1,781
Haema GmbH	239	46	(46)	(41)	184	100	%	184
BPC Plasma, Inc	205	33	(45)	(22)	141	100	%	141
	6,836	1,206	(927)	(1,058)	5,324			2,310


	Millions of Euros
	31/12/2024
					Total consolidated equity
	Non-current	Current	Non-current	Current	(except for intercompany	% Non-controlling		Non-controlling
	assets	assets	liabilities	liabilities	eliminations)	Interest		interests
Grupo Biotest	2,130	780	(540)	(657)	1,105	29.8	%	330
Grupo GDS	4,627	253	(368)	(134)	4,378	45	%	1,970
Haema GmbH	230	121	(34)	(50)	260	100	%	260
BPC Plasma, Inc	240	26	(53)	(22)	146	100	%	146
	7,227	1,180	(995)	(863)	5,889			2,706


	Millions of Euros
	2025					2024
		Consolidated	% Non-		Non-		Consolidated	% Non-		Non-
	Ordinary	Net	controlling		controlling	Ordinary	Net	controlling		controlling
	Income	Income	Interest		interests	Income	Income	Interest		interests
Biotest group	675	(72)	19.6	%	(18)	726	(96)	29.8	%	(29)
GDS Group	571	139	45	%	62	578	122	45	%	48
Haema GmbH	219	11	100	%	11	204	6	100	%	6
BPC Plasma, Inc	224	40	100	%	40	224	28	100	%	28
	1,689	118			95	1,732	60			53

Detail of cash flows of the most significant non-controlling interests is as follows:


		Milions of Euros
		2025								2024
		Haema GmbH		BPC Plasma		Biotest Group		GDS Group		Haema GmbH		BPC Plasma		Biotest Group		GDS Group

Net cash flows from operating activities		16		37		(120)		206		18		39		63		213
Net cash flows from investing activities		(5)		—		(10)		(131)		(11)		(33)		(27)		(54)
Net cash flows from financing activities		—		—		135		(75)		—		—		(36)		(160)
		11		37		5		—		7		6		—		(1)

F-83

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Haema GmbH and BPC Plasma, Inc.

In mid-2018, Grifols acquired 100% of the shares of Haema GmbH (formerly Haema AG) and BPC Plasma, Inc., which were subsequently sold to Scranton in December 2018, for the same amount and conditions under which they were acquired.

The following indicators support the power that Grifols maintains over these companies, even after their sale to Scranton and that, therefore, it retains control over Haema and BPC in accordance with IFRS 10:

-	Grifols has an option to repurchase 100% of both companies exercisable at any time, which, in addition, has a substantive character insofar as there are no restrictions on its exercise (even when the sales contract includes a nullity clause of the option in the event of default by Scranton, Grifols will maintain the ability to exercise said purchase option in the 90-day period that the buyer has to remedy a non-payment situation);
-	There are no shareholder agreements that establish that relevant decisions are approved in a manner different from by majority vote.
---	---
-	Grifols has the financial capacity to exercise the purchase option;
---	---
-	Although Grifols does not have voting rights, it maintains power in both companies, through its ability to exercise the repurchase option which grants it potential voting rights;
---	---
-	Furthermore, Grifols is the manager of both companies through the management contract in the plasma collection business of the donation centers, which includes general management and joint approval of the business plan, granting the intellectual property license and know-how.
---	---
-	Additionally, there is a plasma supply agreement for 30 years where the plasma that these entities will produce will be almost entirely to meet Grifols’ needs. The sale price of the plasma is established based on the full cost of production, plus a fixed margin. Both contracts have the same duration.
---	---

Therefore, although Scranton owns all of the voting rights, Grifols manages the businesses and acquires 100% of BPC and Haema’s production and in the event of any discrepancy between Scranton and Grifols, Grifols has the ability to exercise the right of the purchase option at any time.

As a result of all of the above, Grifols has the power to direct the relevant activities of these companies, since it manages them and jointly determines their business plan, having the unilateral right to repurchase 100% of both companies. The fact that Grifols has a currently exercisable purchase option implies that it acts as principal in the exercise of power (i) through the management contract and (ii) by not having delegated said power. Therefore, Grifols maintains control in both companies and therefore consolidates them.

In relation to the purchase option and given that it is based on a variable number of shares and a variable acquisition price, said instrument is a derivative financial instrument that must be valued at fair value with changes in the profit and loss account.

Based on the abovementioned contractual conditions, Grifols has estimated the value of the exercise of the repurchase option as follows: (i) the price at which the Selling Companies (Grifols Shares Services North America Inc (for the shares of BPC Plasma Inc) and Grifols Worldwide Operations Limited (for the shares of Haema GmbH)) sold the shares to Scranton (totalling USD 538 million), plus (ii) the change in working capital. Based on the business models of Haema and BPC, this change in working capital is expected to primarily reflect the undistributed profits at the time of exercise of the repurchase option. Given that the price of the exercise of the repurchase option aligns closely with the fair value of BPC and Haema, this option’s overall value is not considered significant. Furthermore, since the valuation of the option relies on unobservable market factors, it falls under Level 3 of the fair value hierarchy. Considering the uncertainties underlying the valuation of the option as it deals with non-observable variables, and the value of the same not being significant, said value has not been recognized as a 31 December 2025 and 2024 (note 29). F-84

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

GDS Group

Previous to the sale of the 20% participation in Shanghai RAAS Blood Products Co Ltd (SRAAS hereinafter), there was an indirect participation:

-	Grifols owned a 26.58% stake in SRAAS (associated company), and a 55% stake in GDS (subsidiary) and;
-	SRAAS owns a 45% stake in Grifols Diagnostic Solutions, Inc (hereinafter GDS) (company associated with SRAAS).
---	---

Since IAS 28 does not address how to account for cross-participations, Grifols opted to: in the equity method of integration of the result of SRAAS, the result that SRAAS recognized when integrating the result of GDS by its percentage of participation (45% of GDS) was excluded. Therefore, Grifols’ consolidated result did not include 11.96% of GDS’s result recognized in SRAAS (equivalent to 45%*26.58%) to avoid duplications, since the GDS Group is consolidated by global integration.

When determining the allocation of the GDS result attributed to the non-controlling interest (SRAAS), SRAAS’s percentage of participation in GDS was adjusted by 11.96% and therefore, the percentage to attribute the result was 33.04% (45% - 11.96%) for the period ended as of 31 December 2023.

As a result of the sale transaction (Note 10), Grifols now owns 6.58% of the participation in SRAAS (financial investment), so it losses its significant influence over its interest in SRAAS and, consequently, its indirect 11.96% stake in GDS’ capital that it held. In the current year, the effective percentage of non-controlling interest recognized in GDS is 45%.

Grifols, S.A. has control over GDS through Grifols Shared Services North America, Inc (hereinafter GSSNA), following the entry of the new shareholder Shanghai RAAS Blood Products Co Ltd.

Grifols, S.A., through GSSNA, owns 60% of the Class A shares with voting rights and 50% of the Class B shares without voting rights, with both classes of shares having the same economic rights, so the economic rights amount to 55%. SRAAS owns 40% of class A shares and 50% of class B shares and economic rights of 45%.

Both shareholders have the right of first refusal in the event of a sale of the stake by each of the parties. In addition, SRAAS has certain veto rights, although Grifols has control over GDS for the following reasons:

●	Grifols holds 60% of the voting rights and has 3 members on the Board of Directors out of a total of 5 members.
●	The dividend distribution policy is decided and approved unilaterally by Grifols.
---	---
●	It has been expressly endorsed by the parties in their agreements that Grifols has control over GDS;
---	---
●	In the meetings of the Board there is no reference or formal approval of the business and investment plan by SRAAS, and only very generic presentations of results are made and at no time do they mention or compare with the budget, but comparisons are made with respect to the previous comparative period;
---	---
●	Grifols only requires approval for investments or divestments in relevant assets, understood as such amounts greater than 30% of GDS’s assets. It should be noted that investments in GDS accumulated in the last twelve months in their budgets are well below this threshold;
---	---
●	The absence of control or joint control implies a risk to the performance of SRAAS and to mitigate this, a minimum accumulated EBITDA guarantee;
---	---
●	GDS is directed, operated and managed directly by Grifols, without SRAAS having any relevant involvement;
---	---
●	SRAAS does not have the power to appoint or remove GDS management.
---	---

F-85

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**(18)**Provisions

Details of provisions at 31 December 2025 and 2024 are as follows:


				Millions of Euros
		Reference		31/12/2025		31/12/2024
Provisions for pensions and similar obligations		Note 26		99		102
Other provisions				20		23
Non-current provisions				119		125

Trade provisions				23		25
Other provisions				12		14
Current provisions				35		39
Total provisions				154		164

The movement in non-current and current provisions is as follows:


	Millions of Euros
	31/12/2025		31/12/2024		31/12/2023
Opening balance	164		165		166
Net charges	25		9		29
Net cancellations	(39)		(15)		(20)
Transfers	7		4		(9)
Translation differences	(3)		1		(1)
Closing balance	154		164		165

The amounts included under the non-current provisions heading mainly relate to provisions recognized by the Group in connection with retirement benefit obligations and other employment-related commitments for certain employees (see Note 26).

F-86

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**(19)**Financial Liabilities

This note provides information on the contractual conditions of the Group’s financial liabilities, which are measured at amortized cost, except for the financial derivatives that are valued at fair value. For further information on exposure to interest rate risk, currency risk and liquidity risk and the fair values of financial liabilities, please refer to note 30.

Details at 31 December 2025 and 2024 are as follow:


				Milllions of Euros
Financial liabilities		Reference		31/12/2025		31/12/2024
Non-current bonds		(a)		5,340		5,418
Senior secured debt		(b)		2,186		2,373
Other loans		(b)		32		53
Other non-current financial liabilities		(d)		732		853
Non-current financial derivatives		Note 30		1		—
Non-current lease liabilities		Note 8		969		1,025
Loan transaction costs				(169)		(232)
Total non-current financial liabilities				9,091		9,491

Current bonds		(a)		127		115
Senior secured debt		(b)		23		24
Other loans		(b)		137		292
Other current financial liabilities		(d)		150		123
Current financial derivatives		Note 30		4		6
Current lease liabilities		Note 8		113		117
Loan transaction costs				(1)		(1)
Total current financial liabilities				552		676

**a)**Senior Notes

Detail of Senior Notes at 31 December 2025 is as follows:


	Millions of Euros
	Issuance date		Company		Nominal value	Currency	Annual coupon		Maturity
Unsecured senior notes	5/10/2021	(1)	Grifols, S.A.	(2)	1,400	Euros	3.875	%	2028
	5/10/2021	(1)	Grifols, S.A.	(2)	705	US Dollars	4.750	%	2028

Secured senior notes	15/11/2019	(1)	Grifols, S.A.		770	Euros	2.250	%	2027
	30/4/2024	(1)	Grifols, S.A.		1,000	Euros	7.500	%	2030
	4/6/2024	(1)			300
	19/12/2024	(1)	Grifols, S.A.		1,300	Euros	7.125	%	2030

(1)Listed on the Euronext Global Exchange Market of the Irish Stock Exchange (ISE)

(2)As a result of the merger between Grifols Escrow Issuer, S.A. and Grifols, S.A. in the fiscal year 2023 (see note 2).

F-87

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

New Debt Issuances in 2024

On April 30, 2024, Grifols, S.A. closed the issuance of senior secured corporate notes (Senior Secured Notes) amounting to Euros 1,000 million. Subsequently, on June 4, 2024, an additional private placement of senior secured notes amounting to Euros 300 million was completed. Both placements mature in May 2030 and bear an annual coupon of 7.5%, having the same economic terms and benefiting from the same personal garantees and in rem security as the senior secured notes issued on November 15, 2019. These notes have customary change of control protection in respect of the issuer. The funds obtained were used to repay the senior unsecured notes (“Grifols Senior Unsecured Notes”) maturing in May 2025 amounting Euros 1,000 million and to partially repay (for an amount of Euros 300 million) the Group’s revolving credit facility of the Group’s Credit and Guaranty Agreement originally dated November 15, 2019 (the “Credit Agreement”) (note 19(b)).

Additionally, during 2025, the Group carried out certain actions related to this financing structure. Specifically, on November 12, 2025, with the support of nearly 95% of the bondholders, the proposed amendment to the indenture governing this bond issuance was approved. This amendment enabled the alignment of certain provisions of the 7.5% notes and their governing agreement with those applicable to the 7.125% senior secured notes due 2030, which were issued subsequently by the Group.

On December 19, 2024, Grifols, S.A. closed the issuance of senior secured corporate notes (Senior Secured Notes) amounting Euros 1,300 million, maturing in May 2030 and bearing an annual coupon of 7.125%. These notes also have customary change of control protection and in addition they have an special redemption feature during the call protection period (“non-call period”) allowing for a favorable redemption price versus the make-whole cost during such non-call period. The net funds obtained from such issuance were used, together with available cash, to: (i) fully repay the Senior Secured Notes (“Senior Secured Notes”) of Grifols, S.A. maturing in February 2025, for an amount of Euros 343 million; and (ii) fully clean-down the amount drawn under the revolving credit facility of the Credit Agreement (note 19(b)).

Details of movement in the Senior Notes at a 31 December 2025 are as follows:


	Millions of Euros
	Operating				Operating
	outstanding				outstanding
	balance at			Exchange	balance at
	01/01/2025	Issuance	Cancellation	differences	31/12/2025
Senior secured corporate notes 2019	740	—	—	—	740
Senior unsecured corporate notes Euros 2021	1,400	—	—	—	1,400
Senior unsecured corporate notes US Dollars 2021	679	—	—	(79)	600
Senior secured corporate notes 2024	2,600	—	—	—	2,600
	5,418	—	—	(79)	5,340

Details of movement in the Senior Notes at 31 December 2024 are as follows:


		Millions of Euros
		Operating								Operating
		outstanding								outstanding
		balance at						Exchange		balance at
		01/01/2024		Issuance		Cancellation		differences		31/12/2024
Senior unsecured corporate notes 2017		1,000		—		(1,000)		—		—
Senior secured corporate notes 2019		1,577		—		(838)		—		740
Senior unsecured corporate notes Euros 2021		1,400		—		—		—		1,400
Senior unsecured corporate notes US Dollars 2021		638		—		—		41		679
Senior secured corporate notes 2024		—		2,600		—		—		2,600
		4,615		2,600		(1,838)		41		5,418

F-88

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

At 31 December 2025 and 2024 the current obligations caption includes the issue of bearer promissory notes to Group employees, as follows:


	Millions of Euros
	31/12/2025		31/12/2024
Issuance date	5/5/2025		4/5/2024
Maturity date	5/5/2026		4/5/2025
Nominal amount of promissory notes (Euros)	3,000		3,000
Interest rate	4.25	%	5.00	%
Promissory Notes subscribed	77		77
Buy-backs or redemptions	—		(3)
Interest pending accrual	(1)		(1)

**b)**Loans and borrowings

Details of loans and borrowings at 31 December 2025 and 2024 are as follows:


										Millions of Euros
										31/12/2025				31/12/2024
										Amount		Carrying		Amount		Carrying
Credit		Currency		Interest rate		Date awarded		Maturity date		extended		amount		extended		amount
Senior debt - Tranche B		Euros		Euribor + 2.25%		15/11/2019		15/11/2027		1,360		852		1,360		857
Senior debt - Tranche B		US Dollars		SOFR + 2.00%		15/11/2019		15/11/2027		2,344		1,334		2,344		1,516
Total senior debt										3,704		2,186		3,704		2,373

EIB Loan		Euros		2.02%		22/12/2017		22/12/2027		85		11		85		21
EIB Loan		Euros		2.15%		25/9/2018		25/9/2028		85		21		85		32
Total EIB Loan										170		32		170		53

Revolving Credit		US Dollars		SOFR + 2.50%		15/11/2019		15/11/2025		—		—		415		—
Revolving Credit Renewed		US Dollars		SOFR + 3.00%		19/12/2024		30/5/2027		798		—		864		—
Total Revolving Credit										798		—		1,278		—

Loan transaction costs										—		(59)		—		(88)
Non-current loans and borrowings										4,672		2,159		5,152		2,338


										Millions of Euros
										31/12/2025				31/12/2024
										Amount		Carrying		Amount		Carrying
Credit		Currency		Interest rate		Date awarded		Maturity date		extended		amount		extended		amount
Senior debt - Tranche B		Euros		Euribor + 2.25%		15/11/2019		15/11/2027		(*)		8		(*)		8
Senior debt - Tranche B		US Dollars		SOFR + 2.00%		15/11/2019		15/11/2027		(*)		15		(*)		17
Total senior debt										—		23		—		24

EIB Loan		Euros		2.40%		20/11/2015		20/11/2025		(*)		—		(*)		10
EIB Loan		Euros		2.02%		22/12/2017		22/12/2027		(*)		11		(*)		11
EIB Loan		Euros		2.15%		25/9/2018		25/9/2028		(*)		11		(*)		11
Total EIB Loan										—		21		—		31

Revolving Credit Renewed		US Dollars		SOFR + 3.00%		19/12/2024		30/5/2027		(*)		2		(*)		—

Other current loans				0.10% - Euribor + 7.9%						—		114		277		261
Loan transaction costs										—		—		—		—
Current loans and borrowings										—		160		277		316

(*) See amount granted under non-current debt.

Current loans and borrowings include accrued interest amounting to Euros 13 million at 31 December 2025 (Euros 26 million at 31 December 2024).

Between 2015 and 2018, the Group arranged three long-term loans with the European Investment Bank totaling Euros 270 million (divided into two loans of Euros 85 million and one loan of Euros 100 million, the latter maturing in the current financial year) to support its investments in R&D, mainly focused on the search for new therapeutic indications for plasma-derived protein therapies. The financial terms include a fixed interest rate, a maturity of 10 years with a grace period of 2 years. At 31 December 2025 the carrying amount of the loans obtained from the European Investment Bank amounts to Euros 53 million (Euros 85 million at 31 December 2024). F-89

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

“Other current loans” included in 2024 a secured loan from the Group company Biotest, AG with an original term of 5 years until 2024. The total volume amounted to Euros 240 million, divided into two Term Facilities (B1 and B2) of Euros 225 million and a Revolving Credit Facility of Euros 15 million. As of December 31, 2025 and 2024, said loan was fully repaid in accordance with its maturity.

Additionally, it is relevant to mention that in 2024 the funds obtained from the sale transaction of Shanghai RAAS were used to amortize, on a pro-rata basis, the Senior Debt Tranche B maturing in 2027 and the Senior Secured Bonds (“Senior Secured Notes”) maturing in 2025. The prepayments were made towards next eight installments and the remainder was applied pro-rata against the remaining installments.

Senior Secured debt

The Senior Secured debt consists of an eight-year loan divided into two tranches: Tranche B in US Dollar and Tranche B in Euros. The terms and conditions of both tranches are as follows:

●	Tranche B in US Dollar:
●	Original principal amount of US Dollars 2,500 million.
---	---
●	Applicable margin of 200 basis points (bp) pegged to SOFR.
---	---
●	Quasi-bullet repayment structure.
---	---
●	Maturity in 2027.
---	---
●	Tranche B in Euros:
---	---
●	Original principal amount of Euros 1,360 million.
---	---
●	Applicable margin of 225 basis points (bp) pegged to Euribor.
---	---
●	Quasi-bullet repayment structure.
---	---
●	Maturity in 2027.
---	---

Details of Tranche B by maturity at 31 December 2025 are as follows:


		US Tranche B						Tranche B in Euros
				Principal in Millions		Principal in				Principal in Millions of
		Currency		of US Dollars		Millions of Euros		Currency		Euros
Maturity
2026		US Dollars		8		7		Euros		5
2027		US Dollars		1,567		1,334		Euros		852
Total				1,575		1,341				857

The borrowers of the total Senior secured debt are Grifols, S.A. and Grifols Worldwide Operations USA, Inc.

Revolving credit facility

On 11 December 2024, and in relation to the Multicurrency Revolving Credit Facility (RCF), it was reported that the amount was increased from US Dollar 1,000 million to US Dollar 1,279 million until November 2025. F-90

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

On 23 December 2024, and in relation to the Multicurrency Revolving Credit Facility (RCF), it was reported an 18- month extension of most of its current amount (the “RCF Extension”), with a new maturity in May 2027 and an amount of US Dollar 864 million. Following the extension of the Multicurrency Revolving Credit Facility (RCF), the financial expenses associated with the facility remain unchanged. Thereafter, on February 21, 2025 further commitments from banks were signed, increasing the RCF for an amount of US Dollar 74 million.

Following the extension of the Multicurrency Revolving Credit Facility (RCF), the finance costs associated with the facility remain consistent with the prior terms.

Movement in the Revolving Credit Facility is as follows:


	Millions of Euros
	31/12/2025	31/12/2024
Drawn opening balance	—	360
Drawdowns	1,276	1,340
Repayments	(1,277)	(1,723)
Translation differences	1	22
Drawn closing balance	—	—

**c)**Covenants

Restricted Covenants

The outstanding notes issuances and the Credit Agreement include customary restricted covenants, including the following:

●	Customary restrictive covenants, subject to negotiated exceptions in line with market practice, mainly including: (i) restrictions on distributing dividends or making certain restricted payments or investments; (ii) limitations on incurring additional indebtedness, providing guarantees on debt, or issuing equity classified as disqualified stock; (iii) restrictions on creating liens on assets.
●	Customary events of default.
---	---
●	Customary Pari-passu clauses, under which the senior secured notes and senior secured loans have the same ranking and seniority ahead of other unsecured and subordinated debt.
---	---
●	Customary early redemption option within our fixed rate instruments, subject to a call price schedule that declines rateably to par as from year 5.
---	---
●	Customary changes of control protection; which, if triggered, will result in the need to repay or refinance the Group’s senior indebtedness represented by the Credit and Guaranty Agreement, the Senior Notes and the EIB Finance Contracts.
---	---

Likewise, both the Grifols bond issuances and the Credit Agreement include a recurring financial obligation requiring certain subsidiaries of the Group to accede to the Credit Agreement and the bond issuances as personal guarantors, such that the EBITDA of the borrower/issuer, together with that of the guarantors, represents at least 60% of the Consolidated Adjusted EBITDA of the entire Group.

The guarantor entities are Grifols S.A., Grifols Worldwide Operations Limited, Grifols Biologicals LLC, Grifols Shared Services North America, Inc., Grifols Therapeutics LLC, Instituto Grifols S.A., Grifols Worldwide Operations USA, Inc., Grifols USA, LLC, Grifols International, S.A. and Grifols Biotest Holdings GmbH. In this regard, the Group periodically monitors compliance with this percentage and, as of year-end 2025 and 2024, it stood at 77% and 70.9%, respectively. F-91

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Additionally, the Credit Agreement includes as its sole recurring financial covenant the maximum leverage ratio (“Leverage Ratio”), calculated as the ratio between Consolidated Net Total Debt and Consolidated Adjusted EBITDA for the previous four quarters, in both cases calculated in accordance with the terms of the Credit Agreement. The value of this Leverage Ratio may not exceed 7.00:1.00, but compliance will only be required if, on the last day of the calendar quarter, the amount in U.S. dollars drawn under the Revolving Credit Facility of the Credit Agreement exceeds 40% of its maximum available amount. As of 31 December 2025 and 2024, given that there have been no drawings under the Revolving Credit Facility, the covenant compliance clause relating to the Leverage Ratio was not applicable.

As of December 31, 2025 and 2024, the Group is in compliance with the customary restricted covenants included in the financing agreements.

**d)**Other financial liabilities

Details of other financial liabilities at 31 December 2025 and 2024 are as follows:


		Millions of Euros
Other financial liabilities	Reference	31/12/2025	31/12/2024
Non-current debt with GIC (sovereign wealth fund in Singapore)	(i)	665	802
Non-current preferential loans		20	6
Other non-current financial liabilities	(ii)	47	45
Transaction costs		(35)	(42)
Total other non-current financial liabilities		697	810

Current debt with GIC (sovereign wealth fund in Singapore)	(i)	73	85
Current preferential loans		1	1
Other current financial liabilities		76	37
Total other current financial liabilities		150	123

*(i)*Debt with GIC – Singapore sovereign wealth fund

In November 2021 approval was received from the pertinent authorities to close the agreement with GIC (Sovereign Fund of Singapore), announced in June 2021, whereby the Group received an amount of US Dollars 990 million in exchange for 10 ordinary Class B shares in Biomat USA and nine ordinary Class B shares in a new sub-holding, Biomat Newco, created for this purpose.

The main terms and conditions of the agreement with GIC were:

●	The distribution of annual preferential dividends to GIC equivalent to US Dollar 4 million per share, following majority approval of the Board of Directors of Biomat USA and Biomat Newco;
●	The redemption right with respect to Class B stock for US Dollars 52 million per share, is subject to unilateral approval of the Class B stockholders (with one share annually redeemable starting as of 31 December 2024). At 31 December 2025 a total of three shares have been redeemed (two at 31 December 2024).
---	---
●	From 1 December 2036, holders of Class B shares of Biomat USA will have the right to request Biomat USA to redeem up to the total of the Class B shares they hold at a value of US Dollars 52,105,263.16 per share. Class B shareholders of Biomat Newco will have the same right with respect to Biomat Newco.
---	---
●	In the event that the dividends or the annual redemption at Biomat USA or Biomat NewCo, where applicable, is not approved, is partially paid, or is otherwise not paid, GIC holds the right to obtain in exchange thereof an undetermined number of shares among the following alternatives (i) an additional number of shares in Biomat USA, in lieu of the non-payment occurred at Biomat USA, (ii) an additional number of shares in Biomat NewCo, in lieu of the non-payment occurred at Biomat NewCo; or (iii) a number of ADRs of Grifols S.A. in lieu of either (i) or (ii).
---	---

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

●	Grifols holds the right to redeem all of the Class B stock from the fifth year onwards;
●	In the event of liquidation of Biomat USA and Biomat Newco, GIC shall have the right to the preferential liquidation of US Dollars 52 million per share, but shall not have any rights over the liquidation of net assets of these companies.
---	---

At 31 December 2025, current debt with GIC includes Euros 29 million of accrued interests plus Euros 44 million related to the share redemption right (Euros 34 million of accrued interests plus Euros 47 million related to the share redemption right at 31 December 2024).

Grifols did not have the discretional right to avoid payment in cash and therefore, the instrument is recorded as a financial liability.

The Group does not lose control of Biomat USA and continues overseeing all aspects of the Biomat Group’s administration and operations.

*(ii)*Other non-current and current financial liabilities

At 31 December 2025, “Other non-current financial liabilities” include mainly an unsecured long-term loan in the amount of Euros 46 million corresponding to Biotest, AG, a company acquired by the Group on 25 April 2022 (Note 3) (Euros 44 million at 31 December 2024).

At 31 December 2025, “other current financial liabilities” include mainly distributor commission liabilities of Euros 14 million corresponding to Biotest, AG (Euros 23 million at 31 December 2024). Additionally, this caption includes the acquisition price of the six Group 4 Centers arising from the Collaboration Agreement with Immunotek, the payment of which has been deferred until January 2, 2026, as well as the interest accrued through the end of fiscal year 2025 (Note 3).

Details of the maturity of other financial liabilities are as follows:


		Millions of Euros
		31/12/2025		31/12/2024
Maturity at:
Up to one year		150		123
Two years		48		52
Three years		45		51
Four years		45		51
Five years		89		95
Over five years		470		562
		847		934

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

**e)**Changes in liabilities derived from financing activities


	Millions of Euros
			Senior Secured
			debt & Other	Finance lease	Other financial
	Reference	Bonds	loans	liabilities	liabilities	Total
Carrying amount at 1 January 2023		4,692	4,042	1,017	1,006	10,757
New financing		113	1,506	—	5	1,624
Refunds		(122)	(1,172)	(116)	(58)	(1,468)
Interest accrued		177	352	40	86	655
Other movements		—	—	184	3	187
Interest paid/received		(148)	(308)	—	(73)	(529)
Business combinations	Note 3	—	—	—	2	2
Foreign exchange differences		(30)	(96)	(14)	(32)	(172)
Balance at 31 December 2023		4,682	4,324	1,111	939	11,056
New financing		2,616	1,340	—	(7)	3,949
Refunds		(1,957)	(3,241)	(111)	(50)	(5,359)
Interest accrued		228	399	49	70	746
Other movements		—	—	49	3	52
Interest paid/received		(182)	(317)	—	(72)	(571)
Foreign exchange differences		42	151	43	58	294
Balance at 31 December 2024		5,429	2,656	1,141	941	10,167
New financing (*)		75	1,276	—	9	1,360
Refunds		(76)	(1,427)	(119)	(47)	(1,669)
Interest accrued		315	203	54	68	640
Other movements		—	—	118	46	164
Interest paid/received		(279)	(188)	—	(65)	(532)
Foreign exchange differences		(74)	(201)	(112)	(100)	(487)
Balance at 31 December 2025		5,390	2,319	1,082	852	9,643

(*) Includes transaction costs

(20)	Trade and Other Payables

Details are as follows:


		Millions of Euros
		31/12/2025		31/12/2024
Suppliers		841	****	852
VAT payable		13		14
Taxation authorities, withholdings payable		12		11
Social security payable		53		43
Other public entities		173		143
Other payables		252	****	210
Current income tax liabilities		25	****	61
		1,118	****	1,123

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Suppliers

Details of balances with related parties are shown in note 31.

The Group’s exposure to currency risk and liquidity risk associated with trade and other payables is described in note 30.

In accordance with the provision of Law 18/2022 that amends Law 15/2010 of 5 July, for fiscal years 2025 and 2024 information concerning the average payment period to suppliers is included.

(21)	Other Current Liabilities

Details at 31 December are as follows:


		Millions of Euros
		31/12/2025		31/12/2024
Salaries payable		230		240
Other current debts		7		7
Deferred income		27		36
Advances received		50		35
Other current liabilities		314	****	318

At 31 December 2025 and 2024, the advances received are contract liabilities relate to unperformed performance obligations for which Grifols has received a consideration from the customer.

**(22)**Net Revenues

Net revenues are mainly generated from the sale of goods.

The distribution of net consolidated revenues for 2025, 2024 and 2023 by segment is as follows:


		Millions of Euros
		2025		2024		2023
Biopharma		6,487		6,143		5,558
Diagnostic		640		645		670
Bio supplies		154		216		160
Others		243		208		204
Net sales		7,524		7,212		6,592

The geographical distribution of net consolidated revenues is as follows:


		Millions of Euros
		2025		2024		2023
USA and Canada		4,253		4,087		3,899
Spain		418		423		363
European Union		1,196		1,076		893
Rest of the world		1,657		1,626		1,437
Net sales	****	7,524	****	7,212	****	6,592

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Details of discounts and other reductions in gross revenue are as follows:


		Millions of Euros
		2025		2024		2023
Gross sales		10,603		9,490		8,389
Chargebacks		(2,524)		(1,892)		(1,525)
Cash discounts		(115)		(93)		(82)
Volume rebates		(60)		(76)		(59)
Medicare and Medicaid		(182)		(72)		(68)
Other discounts		(197)		(144)		(63)
Net sales	****	7,524	****	7,212	****	6,592

Movement in discounts and other reductions in gross revenue during 2025 is as follows:


		Millions of Euros
								Medicare /		Other
		Chargebacks		Cash discounts		Volume rebates		Medicaid		discounts		Total
Balance at 31 December 2024		386		7		41		25		102		561
Current estimate related to sales made in current and previous periods (1)		2,524		115		60		182		197		3,078
(Actual returns or credits in current period related to sales made in current and previous periods) (2)		(2,391)		(106)		(73)		(133)		(178)		(2,881)
Translation differences		(51)		(5)		(6)		(5)		(2)		(69)
Balance at 31 December 2025		468		11		22		69		119		689
(1)	Net impact in the Consolidated Statements of Profit and Loss: estimate for the current year plus prior years’ adjustments. Adjustments made during the year corresponding to prior years’ estimates have not been significant.
---	---
(2)	Amounts credited and posted against provisions for current and previous periods.
---	---

Movement in discounts and other reductions to gross revenue during 2024 was as follows:


		Millions of Euros
								Medicare /		Other
		Chargebacks		Cash discounts		Volume rebates		Medicaid		discounts		Total
Balance at 31 December 2023		318		7		24		26		35		410
Current estimate related to sales made in current and previous periods (1)		1,892		93		76		72		144		2,277
(Actual returns or credits in current period related to sales made in current and previous periods) (2)		(1,842)		(92)		(61)		(75)		(77)		(2,147)
Translation differences		18		(1)		2		2		—		21
Balance at 31 December 2024		386		7		41		25		102		561

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Movement in discounts and other reductions to gross revenue during 2023 was as follows:


		Millions of Euros
								Medicare /		Other
		Chargebacks		Cash discounts		Volume rebates		Medicaid		discounts		Total
Balance at 31 December 2022		264		6		24		27		26		347
Current estimate related to sales made in current and previous periods (1)		1,525		82		59		68		63		1,797
(Actual returns or credits in current period related to sales made in current and previous periods) (2)		(1,460)		(81)		(58)		(68)		(54)		(1,721)
Translation differences		(11)		—		(1)		(1)		—		(13)
Balance at 31 December 2023		318		7		24		26		35		410

**(23)**Personnel Expenses

Details of personnel expenses by function are as follows:


		Millions of Euros
		2025		2024		2023
Cost of sales		1,444		1,373		1,384
Research and development		195		181		173
Selling, general & administration expenses		531		497		529
		2,170		2,051		2,086

Details by nature are as follows:


		Millions of Euros
		2025		2024		2023
Wages and salaries		1,753		1,667		1,698
Contributions to pension plans		44		42		43
Other social charges		38		34		31
Social Security		335		308		314
		2,170	****	2,051	****	2,086

On February 15, 2023, the Group announced the implementation of a comprehensive operational improvement plan with significant savings. The plan included the optimization of plasma costs and operations, the streamlining of corporate functions, and other initiatives to improve efficiency in the organization. It also included a reduction in staff in 2023 that affected approximately 8% of the human team, mainly in plasma operations in the United States. During the year 2025, the Group have recognized a severance expense of Euros 8 million (Euros 14 million during the year 2024 and Euros 75 million during the year 2023).

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Notes to the Consolidated Financial Statements

(in thousand Euros)

(24)	Expenses by Nature

**a)**Amortization and depreciation

Expenses for the amortization and depreciation of intangible assets, right of use assets and property, plant and equipment, incurred during 2025, 2024 and 2023 classified by functions are as follows:


		Millions of Euros
		2025		2024		2023
Cost of sales		277		273		275
Research and development		53		53		65
Selling, general & administration expenses		120		112		107
	****	450	****	438	****	447

**b)**Other operating income and expenses

Other operating income and expenses incurred during 2025, 2024 and 2023 by function are as follows:


		Millions of Euros
		2025		2024		2023
Cost of sales		737		619		621
Research and development		211		193		168
Selling, general & administration expenses		610		712		799
	****	1,558	****	1,524	****	1,588

Details by nature are as follows:


		Millions of Euros
		Reference		2025		2024		2023
Changes in trade provisions				12		(21)		4
Professional services				321		380		424
Commissions				13		28		45
Supplies and auxiliary materials				224		195		210
Operating leases		Note 8		45		47		44
Freight				176		186		188
Repair and maintenance expenses				307		270		243
Advertising				81		85		80
Insurance				50		49		51
Royalties				25		22		22
Travel expenses				44		44		48
External services				111		106		99
R&D Expenses				121		108		99
Gains on disposal of assets				—		—		(3)
Other				28		25		34
Other operating income&expenses				1,558	****	1,524	****	1,588

On February 15, 2023, the Group announced the implementation of a comprehensive operational improvement plan with significant savings. The plan included the optimization of plasma costs and operations, the streamlining of corporate functions, and other initiatives to improve efficiency in the organization. As of 31 December 2025, the Group recognized an expense of approximately Euros 4 million (Euros 22 million at 31 December 2024) mainly in professional services.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

(25)	Finance Result

Details are as follows:


		Millions of Euros
		Reference		2025		2024		2023
Finance income				34		44		62
Finance costs from Senior Unsecured Notes				(320)		(230)		(177)
Finance costs from senior debt		Note 19(b)		(157)		(280)		(257)
Finance costs from other financial liabilities				(64)		(69)		(74)
Capitalized interest		Note 9		22		28		37
Finance lease expenses		Note 8		(57)		(51)		(45)
Other finance costs				(49)		(112)		(81)
Finance costs				(625)		(714)		(597)
Dividends				2		2		—
Financial cost of sale of trade receivables		Note 13		(14)		(31)		(25)
Change in fair value of financial instruments				33		20		1
Impairment of financial assets				(3)		(9)		—
Exchange differences				(55)		(60)		(16)
Finance result				(628)		(748)		(575)

During 2024, the heading Finance costs from Senior Unsecured Notes includes financial expenses arising from the interest corresponding to senior secured bonds with a principal amount of Euros 1.300 million issued at 7.5% that were used to amortize senior unsecured bonds with a principal amount of Euros 1.000 million and an interest of 3.2% per annum.

The finance costs from other financial liabilities heading for 2025 includes finance costs related to the interest on the funds received by GIC amounting Euros 64 million (Euros 69 million at 31 December 2024) (see note 19(d)).

During 2025, the Group has capitalized interest at a rate of between 6.11% and 6.54% based on the financing received (between 6.88% and 7.38% during 2024).

(26)	Pension Plans and Other Benefit Plans

The Group offers certain employees pension plans and other long-term benefits. These plans include both defined contribution plans, under which the Group’s obligations are limited to making periodic contributions and do not impact the balance sheet, and defined benefit plans, which involve future commitments and are recognized on the balance sheet as employee benefit liabilities.

Obligations arising from defined benefit plans are calculated using actuarial methods and updated annually. Contributions to defined contribution plans are recorded as an expense in the period in which they accrue.

a) Defined Contribution Plans

For defined contribution plans, the Group is responsible for making a previously agreed contribution and does not assume any additional obligation or commitment beyond the agreed contribution.

The Group’s annual contribution to defined contribution pension plans of Spanish Group companies for 2025 has amounted to Euros 1 million (Euros 1 million for 2024). F-99

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Additionally, the Group has a defined contribution plan (savings plan), which qualifies as a deferred salary arrangement under Section 401 (k) of the Internal Revenue Code (IRC). Once eligible, employees may elect to contribute a portion of their salaries to the savings plan, subject to certain limitations. The Group matches 100% of the first 4% of employee contributions and 50% of the next 2%. Group and employee contributions are fully vested when contributed. The total cost of matching contributions to the savings plan was US Dollars 36 million in 2025 (US Dollars 34 million in 2024).

The Group also has a defined benefit pension plan for certain former Talecris Biotherapeutics, GmbH employees in Germany as required by statutory law. The pension cost relating to this plan is not material for the periods presented.

b) Defined Benefit Plans

The Group has established retirement benefits and employment commitments for certain employees, primarily from its German companies. These benefits are based on employees’ length of service and salary. The pension plans are voluntary and are not subject to statutory or legal obligations. The amount of pension liabilities largely depends on fluctuations in interest rates and the life expectancy of the beneficiaries. The liabilities arising from these plans are presented under the provisions heading (see Note 18).

In financial year 2025, assets of Euros 11 million, were mainly held by a trustee, company of the group, under a contractual trust arrangement (CTA) as external insolvency insurance for portions of the occupational pension scheme (Euros 11 million at 31 December 2024). Since the transferred funds qualify as plan assets in accordance with IAS 19, provisions for pensions and similar obligations were netted with the transferred assets. As a result, provisions for pensions and similar obligations were reduced accordingly.

At 31 December 2025 and 2024, the net defined benefit liability of the Group comprises the following:


		Millions of Euros
		31/12/2025		31/12/2024
From pension plans		93		95
From similar obligations		17		18
Net present value of defined benefit obligations		110		113
For pension plans		9		9
For similar obligations		2		2
Fair value of plan assets		11		11
From pension plans		84		86
From similar obligations		15		16
Net defined benefit liability		99		102

The costs for the defined benefit plans consist of the following components:


		Millions of Euros
		31/12/2025		31/12/2024
Current service cost		5		5
Net interest expenses		3		3
Total expenses recognised in profit and loss		8		8
Actuarial (gains)/losses due to experience adjustments		(2)		(2)
Actuarial (gains)/losses due to changes in financial assumptions		(4)		(1)
Revaluation recognised directly in other comprehensive income		(6)		(3)
Defined benefit costs		2		5

In financial year 2025, actuarial gains of Euros 6 million are recognized in other comprehensive income (actuarial gains of Euros 3 million at 31 December 2024). Of this amount, a gain of Euros 4 million resulted from changes in actuarial assumptions (Euros 1 million of gains at 31 December 2024.

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The following table shows the reconciliation of the net present value of the defined benefit obligation (DBO):


	Millions of Euros
	31/12/2025	31/12/2024
Net present value of defined benefit obligation	113	111

Current service cost	6	6
Interest expense	3	3
Expenses recognised in the statement of profit and loss	9	9

Actuarial losses due to experience adjustments	(2)	(2)
Actuarial gains due to changes in financial assumptions	(4)	(1)
Revaluation recognised directly in other comprehensive income	(6)	(3)

Pension benefits paid	(6)	(4)
Net present value of defined benefit obligations at 31 December	110	113

The following payments are expected to be made in subsequent years based on the current pension obligations of the Group:


	Millions of Euros
	31/12/2025	31/12/2024
In the next 12 months	5	7
Between 2 and 5 years	24	23
Between 5 and 10 years	31	30
After 10 years	128	127
Total expected payments	188	187

The weighted average term of the defined benefit plans is 11.6 years as of 31 December 2025 (11.7 years at 31 December 2024).

Plan assets of the Group were invested in the following asset classes as of the reporting date:


	Millions of Euros
	31/12/2025	31/12/2024
Cash and cash equivalents	—	3
Financial investment	3	—
Fund shares	8	8
Total assets	11	11

The plan assets transferred are invested in accordance with defined investment principles, whereby the maturity or termination option of the financial instruments must always be selected in such a way that the association can meet its payment obligations. In accordance with the investment principles, the assets can be invested in Euro time deposits as well as domestic government bonds, mortgage bonds or fund units in money market funds or corporate bonds, all in Euro. Loans can also be issued to the Group companies against the corresponding guarantees. A minimum rating of A- is required for all financial instruments.

The calculation of the pension plans is based on the following actuarial assumptions:


	31/12/2025		31/12/2024
Discount rate	3.9	%	3.5	%
Expected return on plan assets	3.3	%	3.4	%
Rate of increase for wages and salaries	3.4	%	3.4	%
Rate of interest for pensions	2.0	%	2.0	%
Employee turnover rate	3.0	%	3.0	%

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Actuarial assumptions are mainly based on historical empirical values with the exception of the discount rate. The calculation was based on the published Heubeck 2018 G mortality tables.

Under IAS 19.145, the effect of any possible changes to parameters for the underlying assumptions used to calculate the pension obligations must be disclosed in the sensitivity analysis. Only changes that are realistically expected to occur in the following financial year are to be considered.

The actuarial rate of interest, salary trend, pension trend and life expectancy are regarded as material assumptions. These parameters are shown in the following overview together with information on the parameter changes and their impact on the net present value calculation as of 31 December 2025.


	Millions of Euros
	Parameter change	Impact on the pension obligation
Rate of interest	Increase by 50 basis points	(5)
Rate of interest	Decrease by 50 basis points	6
Pension trend	Increase by 100 basis points	6
Pension trend	Decrease by 100 basis points	(5)
Life expectancy	Increase by one year	3

The impact on the net present value calculation as of 31 December 2024 is as follows:


	Millions of Euros
	Parameter change	Impact on the pension obligation
Rate of interest	Increase by 50 basis points	(5)
Rate of interest	Decrease by 50 basis points	6
Pension trend	Increase by 100 basis points	6
Pension trend	Decrease by 100 basis points	(5)
Life expectancy	Increase by one year	3

An amount of Euros 14 million (Euros 13 million at 31 December 2024) was recognized as an expense for defined contribution plans and is broken down as follows:


	Millions of Euros
	31/12/2025	31/12/2024
Employer contributions to statutory pension scheme	14	13
	14	13

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Notes to the Consolidated Financial Statements

(in thousand Euros)

(27)	Employee Benefits

Equity-settled share-based payment plan

In May 2023, the Board of Directors approved a proposal to the Ordinary General Meeting on 16 June, 2023, which approved it, a long term incentive plan. based on the granting of stock options for certain executive directors, members of the senior management of Grifols and its subsidiaries.

The plan has a term of four years for each beneficiary, from the effective date where 40% of the options granted will vest (provided that the conditions for their vesting are met) at the end of the second year of the plan and the remaining 60% will vest (provided that the conditions for their vesting are met) at the end of the fourth year of the plan. A maximum of 4 million stock options will be granted, representing the right to acquire 4 million Class A shares of the Company with an exercise price of Euros 8.96 per Class A share.

As a condition for the vesting of the options granted, each beneficiary must have remained continuously employed by Grifols on each vesting date, must pass an individual performance evaluation and, in addition, settlement is subject to the achievement of specific, predetermined and quantifiable objectives, related to financial and non-financial metrics, in order to reward value creation through the achievement of the objectives set in the plan. The Company will allocate the shares it currently holds in treasury or may come to hold to cover the needs of the plan.


Settlement date	Number of shares assigned	Unit fair value (Euros)
2025	956,000	3.05
2027	1,458,000	2.85

Additionally, there is a special remuneration plan referenced to the value of the share settled in equity instruments for certain executives with an exercise price of Euros 8.964 and Euros 12.84 per Class A share and maturity 2024 and 2025.


Settlement date	Number of shares assigned	Unit fair value (Euros)
31/12/2026	700,000	1.08
31/12/2026	270,000	2.19

On June 5, 2025, the Annual General Shareholders’ Meeting approved, as an extraordinary measure and with the aim of correcting an inconsistency for equity reasons, the adjustment of the exercise price of the options from Euros 12.84 to Euros 8.96 per Class A share.

The recognized amount in Equity as 31 December 2025 and 2024 amounts to Euros 6 million.

Cash-settled share-based payment plan

In May 2023, the Board of Directors of Grifols, S.A. approved a new long-term incentive plan based on restricted stock units (RSUs) aimed at certain members of the management team of the Company and its subsidiaries.

The plan has a total duration of four years, where 50% of the RSUs granted will be settled at the end of the second year of the plan and the remainder at the end of the fourth year of the plan. As a condition for the vesting of the RSUs granted, each beneficiary must have remained continuously employed by Grifols on the settlement date of the plan and, in addition, such settlement is subject to the achievement of performance objectives.

The RSUs will be settled in cash for an amount equivalent to the average price of the Class A shares during the five (5) business days prior to the settlement. F-103

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Notes to the Consolidated Financial Statements

(in thousand Euros)

In May 2025, 50% of the RSUs granted were settled, amounting to Euros 2 million. At 31 December 2025, the total accumulated amount is Euros 2 million as long-term in the heading “Provisions” (Euros 3 million at 31 December 2024, of which Euros 2 million were short-term in the heading “Trade creditors and other accounts payable” and Euros 1 million were long-term in the heading “Provisions”).

The amount recognized in the Consolidated Statement of Profit and Loss as of 31 December 2025 and 2024 amounts to Euros 1 million.


Settlement date		Number of RSUs assigned		Unit fair value (Euros)
2027		258,550		9.42

Fidelity programs addressed to management

In 2024, the Group has signed contracts with certain executives, establishing a long-term share-based or cash-based incentive as part of its remuneration system.

In the case of transfer of shares, these will be made in equal terms on the anniversary date or at the end of the period, according to the terms of the agreement.

Each beneficiary must have been continuously employed by Grifols until the settlement date. The amount recognized in equity as of 31 December 2025 amounts to Euros 4 million (Euros 1 million as of 31 December 2024).

Stock Incentive plan

On 5 June 2025, the Annual General Shareholders’ Meeting approved the 2025 Stock Incentive Plan - a long-term variable compensation plan - to be offered on a discretionary basis to members of the senior management team and other key employees of the Group.

The purpose of the plan is to align the interests of the beneficiaries with those of the shareholders and to support the long-term success of the company by promoting sustainable value creation, retaining key talent, and aligning with market standards.

The potential beneficiary group includes approximately 47 individuals, of whom 11 are senior executives. Neither the CEO nor the CFO will be beneficiaries of the Plan.

The plan has a three-year vesting period, which began on April 29, 2025, and will be settled in Class A shares within a reasonable period after the completion of such vesting period. Senior executives will receive 100% of their award in the form of performance shares, while the remaining participants will receive 65% in performance shares and 35% in fidelity shares.

The maximum number of shares to be delivered is 1,032,671, subject to the achievement of specific targets. For senior executives, 100% of the vesting of performance shares will depend on the relative Total Shareholders Return (TSR) compared to a predefined peer group. The plan includes performance thresholds and payout curves for deliveries ranging from 0% to 150% of the target, depending on the level of achievement of the performance criteria.

The amount recognized in equity as of 31 December 2025 amounts Euros 3 million.

Other obligations with personnel

In the event that control is taken of the Company, the Group has agreements with 29 employees/directors whereby they can unilaterally rescind their employment contracts with the Company and are entitled to termination benefits ranging from one to five years’ salary. F-104

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Notes to the Consolidated Financial Statements

(in thousand Euros)

In addition, the share-based remuneration plans maintained by the Company for certain employees include clauses according to which, in the event of a change of control, the amounts pending exchange would be early settled under the terms described in said agreements.

The Group has contracts with 21 executives entitling them to termination benefits ranging from one to four years of their salary in different circumstances.

**(28)**Taxation

In tax matters, and in particular with regard to income tax, the Group is subject to the tax regulations of various jurisdictions, as a result of the Group’s geographical dispersion and the highly international nature of the activities carried out by its companies. In this context, the effective tax rate is influenced by the distribution of the profit generated among the different countries in which the Group operates

**a)**Applicable taxes

Grifols, S.A. is authorized to file consolidated tax returns in Spain with Grifols Movaco, S.A., Laboratorios Grifols, S.A., Instituto Grifols, S.A., Biomat, S.A., Grifols Viajes, S.A., Grifols International, S.A., Grifols Engineering, S.A., Araclon Biotech, S.L. and Aigües Minerals de Vilajuiga, S.A. Grifols, S.A., in its capacity as Parent, is responsible for the filing and settlement of the consolidated tax return. Under prevailing tax law, Spanish companies pay 25% tax, which may be reduced by certain deductions.

The North American company Grifols Shared Services North America, Inc. is also authorized to file consolidated tax returns in the USA with Grifols Biologicals Inc., Grifols USA, LLC., Biomat USA, Inc. and Grifols Therapeutics Inc. The profits of the companies domiciled in the USA, determined in accordance with prevailing tax legislation, are subject to tax of approximately 22% of taxable income, which may be reduced by certain deductions.

During fiscal year 2025, the German tax legislation applicable to corporate income tax maintains its current rates in accordance with the tax rules enacted as of the reporting date. The statutory corporate income tax rate in Germany is 15% on the taxable base, to which a solidarity surcharge of 5.5% on the calculated tax is applied, resulting in a combined federal rate of approximately 15.825%. In addition, entities are subject to a municipal trade tax, the amount of which varies depending on the municipality in which the business activity is carried out, bringing the typical combined effective tax rate to a range of approximately 23% to 33%, depending on the relevant local jurisdiction.

Furthermore, in 2025 the German authorities approved a fiscal stimulus program aimed at encouraging business investment, which includes, among other measures, the gradual reduction of the corporate income tax rate starting in 2028—decreasing progressively from the current level until reaching a rate of 10% in 2032—subject to the enactment of the relevant legislation and approval by the German legislative chambers. These expected future changes may affect the measurement of deferred tax liabilities, in accordance with the applicable accounting criteria. The positive impact recorded under the caption ‘income tax expense’ amounted to Euros 51 million in fiscal year 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in United States. The OBBBA includes various corporate tax provisions, such as the permanent extension or modification of certain expiring provisions originally enacted under the Tax Cuts and Jobs Act of 2017, changes to the international tax regime, and the restoration of favorable tax treatment for certain business provisions. The changes resulting from the OBBBA have multiple effective dates, with some provisions becoming effective in 2025 and others phased in through 2027. Key corporate tax provisions include the restoration of 100% bonus depreciation, optional immediate expensing for domestic research and experimental expenditures, modifications to the Section 163(j) interest limitations, and updates to the GILTI and FDII regimes.

The enactment of the OBBBA did not result in any material adjustments to total income tax provision of the Group for the year ended December 31, 2025. The Group has updated the deferred tax balances to reflect the impact of the OBBBA based on currently available information. As tax laws, related regulations, and interpretations continue to evolve, the current assessments may be revised in future periods as additional guidance regarding the application of the OBBBA becomes available. F-105

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**b)**Reconciliation of accounting and taxable income

Details of the income tax expense and income tax related to profit for the year are as follows:


		Millions of Euros
		2025		2024		2023
Profit before income tax from continuing operations		615		444		206

Tax at 25%		154		111		52
Permanent differences		17		67		(66)
Effect of different tax rates		(30)		(49)		52
Effect of the change in the tax rate in Germany		(51)		—		—
Tax credits (deductions)		(21)		(22)		(2)
Prior year income tax expense		(11)		16		2
Other income tax expenses/(income)		57		108		5
Total income tax expense		115	****	231	****	43

Deferred tax		(162)		(75)		(140)
Current tax		277		306		183
Total income tax expense		115		231		43

The effect of the different tax rates is basically due to a change of country mix in profits.

As of December 31, 2025, and 2024, the caption “Other income tax expenses/(income)” includes, among other concepts, the accrual of fiscal provisions (see Note 28(f)).

**c)**Amounts recognized directly in shareholders’ equity

The breakdown of the tax effect associated with each component of the ‘Other Comprehensive Income’ caption is as follows:


			Millions of Euros
			2025						2024
			Gross		Tax effect		Net		Gross		Tax effect		Net
Cash flow hedges			(1)		—		(1)		(1)		—		(1)
Foreign currency translation differences			(1,055)		—		(1,055)		496		—		496
Gains and losses on non‑current assets held for sale		Note 10	—		—		—		(2)		—		(2)
Gains and losses on the remeasurement of defined benefit plans		Note 26	6		(2)		4		3		(3)		—
Gains and losses on the measurement of financial assets at fair value		Note 11	(80)		—		(80)		(18)		—		(18)
	****		(1,130)	****	(2)	****	(1,132)	****	478	****	(3)	****	475

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**d)**Deferred tax assets and liabilities

Details of deferred tax assets and liabilities are as follows


		Millions of Euros
		Tax effect
		31/12/2025		31/12/2024
Assets
Provisions		29		31
Inventories		78		76
Tax credits (deductions)		40		27
Tax loss carryforwards		89		50
Fixed assets, amortisation and depreciation		80		78
IFRS16 deferred assets		41		40
Other (a)		105		88
Subtotal, assets		462		390
Goodwill		(2)		(2)
Fixed assets, amortisation and depreciation		(6)		(9)
IFRS16 deferred liabilities		(38)		(37)
Other		—		—
Subtotal, net liabilities		(46)		(48)
Deferred assets, net	****	416	****	342

Liabilities
Goodwill		(449)		(451)
Intangible assets		(573)		(679)
Fixed assets		(89)		(101)
Debt cancellation costs		(15)		(22)
Deferred tax liability under IFRS 16		(154)		(157)
Others		(3)		(6)
Subtotal, liabilities		(1,283)		(1,416)
Tax loss carryforwards		4		3
Tax credits (deductions)		16		18
Inventories		—		2
Provisions		165		145
Deferred tax asset under IFRS 16		180		183
Other		57		53
Subtotal, net assets		422		404
Net deferred Liabilities		(861)		(1,012)
(a)	The item ‘Other’mainly includes the impact of the temporary limitation on the offsetting of negative tax bases applicable to the Spanish tax group during the period.
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Notes to the Consolidated Financial Statements

(in thousand Euros)

Movement in deferred tax assets and liabilities is as follows:


		Millions of Euros
		31/12/2025		31/12/2024		31/12/2023
Deferred tax assets and liabilities
Balance at 1 January		(670)		(688)		(860)
Movements during the year		162		75		140
Business combination (note 3)		—		—		—
Translation differences		63		(57)		32
Balance at 31 December	****	(445)	****	(670)	****	(688)

The Spanish companies have opted to apply accelerated depreciation to certain additions to property, plant and equipment, which has resulted in the corresponding deferred tax liability.

The remaining assets and liabilities recognized in 2025, 2024 and 2023 were recognized in the statement of profit and loss.

The majority of the tax deductions pending application from Spanish companies related mainly to research and development, mature in 18 years. Likewise, the Group estimates that practically the entire amount will be applied in 5 years.

e)	Deferred tax assets and liabilities not recognized

The Group has not recognized as deferred tax assets the tax effect of tax loss carryforwards of Group companies amounting to Euros 74 million (Euros 125 million as of 31 December 2024).

The amount of unrecognized deferred tax liabilities associated with investments in subsidiaries was Euros 75 million as of 31 December 2025 (Euros 80 million as of 31 December 2024).

Commitments arising from the reversal of deferred taxes relating to portfolio provisions are not significant.”

**f)**Years open to inspection

In accordance with the tax legislation applicable in each jurisdiction, the tax authorities may review and reassess the principal taxes of the Group’s consolidated entities for those fiscal years that remain within the respective statutory limitation periods. The length of such periods varies by country, with the most relevant for the Group being the following:

Ireland applies a four‑year statute of limitations, measured from the end of the chargeable period in which the relevant tax return is filed. Therefore, the tax periods still open are 2021 onwards.

In Germany, under normal circumstances, tax years may be subject to examination for up to four years from the end of the calendar year in which the tax liability arose. Fiscal year 2022 is the last year still open to inspection.

In Spain, a four‑year statute of limitations applies, beginning on the day following the end of the statutory filing deadline for submitting the tax return. However, since the parent company is currently involved in litigation regarding a tax assessment issued by the Spanish tax authorities for fiscal years 2017 to 2019, the statute of limitations for those years has been interrupted. Consequently, 2017 remains the last fiscal year still open to inspection.

For the United States (federal level), the statute of limitations is three years from the filing date of the tax return. This means that, as of December 31, 2025, fiscal years 2022, 2023, and 2024 remain open. In addition, fiscal years 2017 and 2018 also remain open as they are currently under examination. F-108

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Tax Audits

The Group is currently undergoing the tax audits explained below. Note that the Group acts with the tax authorities in a cooperative and transparent manner to resolve disputes and considers that its position in the years and matters described below is in accordance with the law and is based on a reasonable interpretation of the applicable regulations. Therefore, the Group intends to file all the appropriate appeals and petitions to best defend its interests. Procedures related to taxes currently on-going are detailed below.

●	Certain companies of the Group domiciled in Spain, taxed under the Spanish tax consolidation regime, were subject to an audit by the Spanish State Tax Administration Agency in relation to Corporate Income Tax for the fiscal years 2014, 2015 and 2016 and Value Added Tax for the years 2015 and 2016.

On 8 November 2021, the Group agreed to the resulting assessments (“conformidad”). No penalties were imposed on any of the Group companies for any of the taxes subject to audit.

This audit has resulted in an adjustment impacting the allocation of taxable income between different jurisdictions and in light of their effect on the Group’s transfer pricing position. Therefore, the Group now has a legal right to recover certain amounts from the corresponding jurisdictions, under a Mutual Agreement Procedure (MAP) in accordance with the provisions of the European Convention on the elimination of double taxation in connection with the adjustment of profits of associated companies. This MAP is currently on-going and, as of 31 December 2025, the Group has recognized a current tax asset of 18 million euro in relation to this matter.

●	Grifols Shared Services North America, Inc. and subsidiaries received in 2020 notification of a tax audit relating to the State Income Tax for the fiscal years 2017 and 2018.

The focus of the audit by the US Internal Revenue Service (“IRS”) is an intercompany intangible licensing transaction and the income generated in the United States from this transaction. The IRS is finalizing a proposed adjustment related to this issue. The Group believes that its transfer pricing position with respect to this intercompany transaction reflected in the originally filed tax returns is robust and that it has meritorious defenses to any IRS proposed adjustment.

In accordance with U.S. tax law, any future tax assessment issued by the IRS (which would include interest running from the filing due date of the original returns) would not give rise to a payment obligation until the taxpayer has exhausted the administrative alternatives that are available to challenge an IRS proposed adjustment (including competent authority proceedings and certain judicial proceedings).

In general, the Group strives to resolve open matters with each tax authority at examination level and may either reach an agreement with a tax authority at any time in the process or later decide to challenge any assessments raised. In any case, the Group reserves its right to file all relevant appeals and claims (both domestic and international) necessary to defend its interests. It is unlikely for the resolution of this complex tax matter to take place within the next 12 months.

●	Certain Group companies domiciled in Spain, taxed under the Spanish tax consolidation regime, recently underwent an audit by the Spanish State Tax Administration Agency, in relation to Corporate Income Tax for the fiscal years 2017 to 2019 and Value Added Tax, personal income tax, non-resident income and capital income tax for June 2018 to December 2019.

In July 2024, the Group disagreed to the corresponding assessment proposals (“disconformidad”) and has received the corresponding final assessments. No penalties were imposed on any of the Group companies for any of the taxes subject to these audit proceedings.

As regards Corporate Income Tax, the assessment is based on a different pricing criteria approach, interrelated with the items under review by the IRS and affecting different jurisdictions in which the Group operates. F-109

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Notes to the Consolidated Financial Statements

(in thousand Euros)

In relation to VAT, the assessment relies on a different interpretation of the financial activity carried out by the Group and how such difference affects the deductibility of certain expenses. In this last case, the Group’s position has been partially upheld in a ruling by the Spanish Central Administrative Tribunal (“Tribunal Económico-Administrativo Central”). As noted, the Group intends to file all the appropriate appeals and petitions to best defend its interests.

Moreover, in June 2025, the Spanish State Tax Administration Agency initiated audit proceedings as regards certain Group companies domiciled in Spain, taxed under the Spanish tax consolidation regime. The audit relates to Corporate Income Tax for the fiscal years 2020 to 2023 and Value Added Tax, personal income tax, non-resident income and capital income tax for 2021 to 2023. The audit is currently in its initial stages.

The net tax provision included in the group’s Financial Statements to cover the worldwide exposure to uncertain tax treatments at December 31, 2025 is Euros 180 million, taking into account the offset carried out by the Spanish Tax Authorities for an accumulated amount of 47 million (Euros 137 million as of December 31, 2024). This provision is included under the caption “other creditors” (“Other public entities”) in the consolidated balance sheet. This increase in the net tax provision for uncertain tax positions relates to transfer pricing mainly as a result of an update of potential tax liabilities following the tax audits mentioned above.

Transfer pricing matters are complex, highly subjective and open to disputes involving different tax jurisdictions. The topics under discussion are complex and may take many years to resolve. The tax liability includes uncertain tax treatments that are estimated using either the most likely amount method or the expected value method and depend on the Group’s assessment as to whether the approach taken by the Tax Authorities is likely to be sustained by Tribunals or Courts. Such assessment could change in the future to reflect progress in Tax Authorities’ reviews to the extent that any Tax Authority review is concluded; progress in on-going appeals and international procedures, including the return of taxes which have already been paid under the assessments set out above; changes in legal provisions or in the interpretation of such provisions; or even expiry of the corresponding statutory periods of limitations.

Management believes that it is unlikely that additional liabilities, above the amounts provided, will arise. Also, it is possible that the amounts provided may change and be partially, or even entirely, mitigated in future periods, as reviews, appeals or procedures challenging the Tax Authorities’ approach progress or even the relevant statutes of limitation expire. Management continues to believe that the Group’s position on all its transfer pricing, audits and disputes is robust, and that the Group has recognised appropriate tax provision balances, including consideration of whether corresponding relief will be available under applicable Mutual Agreement Procedures with the different countries.

Timing of cash flows

As highlighted above, the Group is currently under tax audit in several countries and the timing of any resolution of these audits is uncertain.

It is anticipated that tax payments may be required in relation to ongoing tax audits in the coming years in the various jurisdictions in which the Group operates and that, despite the fact that the issues in these audits are interrelated, these may occur in consolidated cash flows as they may affect different time periods. The Group, nevertheless, considers the tax liabilities set out above to appropriately reflect, according to current information, the expected value of any final settlement.

Some of the items discussed above are not currently within the scope of tax authority audits and may take longer to be resolved.

Minimum taxation (Pillar 2 OECD)

The Inclusive Framework on Base Erosion and Profit Shifting (BEPS) of the Organisation for Economic Co-operation and Development (OECD)/G20 addresses the tax challenges arising from the digitalisation of the global economy. The Global Model Rules against Base Erosion (Pillar 2 rules) apply to multinational enterprises (MNEs) with annual revenues exceeding €750 million according to their consolidated financial statements. F-110

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Notes to the Consolidated Financial Statements

(in thousand Euros)

On 23 May 2023, the International Accounting Standards Board issued the Model Rules for Pillar Two of the International Tax Reform – Amendments to IAS 12 (the Amendments). The Amendments clarify that IAS 12 applies to income taxes arising from tax legislation enacted or substantially enacted to implement the Pillar 2 model rules published by the OECD, including tax legislation that implements a mechanism (QDMTT) to allow the top-up tax to be collected in the jurisdiction of the subsidiary rather than the jurisdiction of the ultimate parent of the group. The Group has adopted these amendments, which introduce:

●	A mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar 2 model rules.
●	Disclosure requirements for affected entities to help better understand an entity’s exposure to Pillar 2 income taxes arising from such legislation.
---	---

Pillar 2 rules have been adopted in numerous jurisdictions in which the group operates, including, significantly, in European Union jurisdictions such as Spain. In accordance with these rules, the Group is considered a multinational enterprise to which Pillar 2 rules will apply.

The Group has assessed its potential exposure to Pillar 2 income taxes based on the 2024 country-by-country reports and 2025 financial information of the Group’s constituent entities. The effective Pillar 2 tax rates in most jurisdictions in which the Group operates are higher than 15%. The most significant exceptions to this are:

●	Ireland, where the nominal corporate tax rate is 12.5%; although the Group has not incurred in any current tax expense under Pillar 2 in that jurisdiction in the 2025 fiscal year (Euros 6 million in the 2024 fiscal year); and
●	Hong Kong, where a current tax expense under Pillar 2 of Euros 0.2 million has been recognized.
---	---

The Group continues to monitor legislative developments in Pillar 2, as other countries enact the Pillar 2 model rules, to assess the potential future impact on its consolidated operating results, financial position and cash flows going forward.

**(29)**Other Commitments with Third Parties and Other Contingent Liabilities

**a)**Guarantees

Grifols is required to provide certain guarantees in the ordinary course of its business activities, as well as securities related to bids and contractual commitments. It is not expected that any additional liability will arise from these guarantees and sureties in the accompanying consolidated financial statements.

**b)**Guarantees committed with third parties

Grifols, through Grifols Shared Services North America, Inc, acts as a guarantor for two lease contracts for certain ImmunoTek plasma centers not affected by the collaboration under Biotek America LLC. In addition, and as a result of the acquisition of the Group 4 Centers, these are encumbered as collateral of the Promissory Note and (following the same guarantee provided by Grifols S.A. under the Collaboration Agreement with Immunotek) the Promissory Note is guaranteed by Grifols, S.A. (see note 3).

The Company maintains contractual commitments derived from its activity, which may involve the provision of guarantees and/or collaterals to third parties. Such guarantees are granted in accordance with the applicable contractual terms and include, among others, sureties, deposits or similar instruments.

Additionally, the Group has significant guarantees extended to third parties described in notes 17 and 19. F-111

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**c)**Purchase commitments

Purchase and Sale Option for Grifols Canada Plasma, Inc. and Other Commitments

After the acquisition, the company previously known as CPR has been renamed Grifols Canada Plasma, Inc. (Note 10).

The Group has formalized a call/put option agreement over the remaining 49.90% of the share capital, exercisable from July 2026 and, in any case, before January 2027. The price will be determined according to a contractual formula based on twice the liters of plasma collected in the six months prior to (i) the month immediately preceding the closing, or (ii) the date on which the collection centers from, which Grifols obtains plasma in Canada, have reached 600,000 liters collected, whichever occurs first., multiplied by a price (320 or 250 Canadian Dollars per liter depending on the characteristics of the plasma center), together with adjustments for working capital and net debt. As of 31 December 2025, the value of the option is not significant.

In accordance with the acquisition agreement, the Group has granted a loan linked to the transaction, the amount drawn under which will reduce the future payment corresponding to the acquisition of the remaining interest. The loan, initially Canadian Dollars 2 million, may increase up to a maximum of Canadian Dollars 15 million depending on the volume of plasma collected by Grifols Canada Plasma, Inc.

The agreement includes a Subsequent Option (Fallback) mechanism, which allows, if the initial options are not exercised, a restructuring through the transfer of the Group’s interest in exchange for three operating centers, ensuring continuity of supply.

Additionally, the Group maintains a plasma purchase commitment from Grifols Canada Plasma, Inc.’s centers subject to contractual extension, and unit prices defined in the agreement.

The agreement also includes specific warranties and indemnities provided by the non-controlling shareholders, covering tax contingencies, ongoing litigation, and intellectual property claims, as well as liability caps equivalent to the purchase price.

Purchase option on BPC Plasma Inc. and Haema GmbH

Pursuant to the share purchase agreement dated 28 December 2018, the Group, through Grifols Shares Services North America Inc (for the shares of BPC Plasma Inc, formerly known as Biotest US Corporation (“BPC”) and Grifols Worldwide Operations Limited (for the shares of Haema AG, now called Haema GmbH (“Haema”)) (the “Selling Companies”) sold 100% of the capital shares of BPC and Haema to Scranton Plasma B.V. (“Scranton”). The share purchase agreement includes an option for the Selling Companies to repurchase the shares, granting the Selling Companies an irrevocable and exclusive right (though not an obligation) to repurchase the shares sold to Scranton at any time following the sale, provided that when the option of the repurchase of the shares of a company (BPC or Haema, as the case may be) is exercise, the option for the repurchase of the other company (Haema or BPC, as the case may be) is also exercised simultaneously.

The purchase option involves a fluctuating number of shares and a variable acquisition price. This characteristic classifies it as a derivative financial instrument that needs to be fairly valued, ultimately impacting the profit and loss account.

The exercise price for the option will be determined based on the higher of the following two amounts: (i) the aggregate of the price at which the shares were sold to Scranton, increased by any expenses relating to the completion of the transactions contemplated in the relevant share purchase agreement, plus the increase in net working capital from the date of sale until the repurchase completion date resulting from the exercise of the repurchase option; and (ii) the amount required to pay in full the indebtedness that Scranton incurred with the lending entity to purchase the shares of Haema and BPC from the Selling Companies, for an amount of Euros 425 million along with any accrued interest and additional amounts required to fully repay that indebtedness. F-112

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Based on the abovementioned contractual conditions, Grifols has estimated the value of the exercise of the repurchase option as follows: (i) the price at which the Selling Companies sold the shares to Scranton (totalling USD 538 million) increased by any expenses relating to the completion of the transactions contemplated in the relevant share purchase agreement, plus (ii) the change in working capital. Based on the business models of Haema and BPC, this change in working capital is expected to primarily reflect the undistributed profits at the time of exercise of the repurchase option. Given that the price of the exercise of the repurchase option aligns closely with the fair value of BPC and Haema, this option’s overall value is not considered significant. Furthermore, since the valuation of the option relies on unobservable market factors, it falls under Level 3 of the fair value hierarchy.

In July 2024, Scranton entered into a loan agreement with funds controlled or managed by Oaktree (the “Loan Agreement”) to refinance the loan that Scranton had initially obtained from banks in 2019. According to the terms of the Loan Agreement, this financing benefits from the following guarantees and security interest: (i) by a guarantee from BPC, (ii) a pledge of the shares of Haema and BPC, and (iii) pledges over the assets of BPC. In March 2025 and once the transformation of Haema into a limited liability company in the form of GmbH had concluded, following the terms of the Loan Agreement, Haema acceded to the Loan Agreement as a guarantor and granted security over its assets as collateral for the Loan Agreement.

In the event of a default under the Loan Agreement, the Selling Companies can, respectively and simultaneously, exercise the repurchase option for both companies within 90 days after receiving notification of the default. If the Selling Companies fail to exercise this option within that timeframe, they will lose their right to repurchase the shares of Haema and BPC. As of 31 December 2025, no defaults have been reported under the Loan Agreement.

In relation to the sale of the shares of BPC Plasma, Inc. and Haema, GmbH, a loan was signed by Scranton Enterprises BV. with the Group on 28 December 2018 for an initial amount of US Dollars 95 million (Euros (87 million) which maturity has been extended to 28 June 2027 (previously December 2025). The remuneration is 2%+ EURIBOR and matures on 28 June 2027 (previously December 2025). In 2023 an additional amount of Euros 15 million was arranged under the same conditions as the initial loan. As of 31 December 2025, the recorded amount stands at Euros 124 million, including accrued and capitalized interest to date (Euros 132 million as of 31 December 2024) (see note 11).

Purchase option from Plasmavita Healthcare GmbH

On November 22, 2017, the company Plasmavita Healthcare GmbH was incorporated in Germany. Currently, the Group is a shareholder of 50% of the shares and two individual partners, shareholders of the remaining 50% of the Company’s shares. Through a management services agreement, one of them (the “Managing Partner”) provides certain management services to the Company. The Company’s incorporation agreement establishes a purchase option in favor of the Group that grants the irrevocable right (not the obligation) to the Group to acquire the remaining 50% stake in the Company from the two individual partners within a period of 6 months from the moment the Managing Partner ceases to provide the Company’s management services. The fair value of the purchase option is not material.

Purchase option with National Service Projects Organization (Egypt)

On July 29, 2021, Grifols entered into an agreement with the Egyptian entity National Service Projects Organization (“NSPO”), under which Grifols and NSPO established a company in Egypt for the construction and operation of 20 plasma collection centers in Egypt, a fractionation plant, and a protein purification and filling facility. Grifols and NSPO hold 49% and 51%, respectively, in this company. The agreement includes a call option and a put option for both shareholders, allowing each party to acquire from or sell to the counterparty the entirety of its ownership interest. These options may be exercised once a 10-year period has elapsed since the company’s incorporation. As the options are based on a variable number of shares and a variable amount, a derivative financial instrument exists, which must be measured at fair value through profit or loss. The exercise price of the option is based on a market value, which implies that, upon exercise, the price will approximate the fair value of the interest to be acquired. As of 31 December 2025, the value of the option is not significant. F-113

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Canadian Blood Services

In September 2022, Grifols signed a collaboration agreement with Canadian Blood Services (CBS) to supply them with 2.4 million grains of Immunoglobulin exclusively through a network of Canadian plasma centers that should be fully developed and operational by 2027. To achieve this goal, Grifols will need to collect 600.000 liters of Canadian plasma annually from Grifols-owned plasma centers in Canada. For this reason, Grifols has made the following commitments for the acquisition of plasma and self-built centers in Canada:


Millions of Euros
2026		2027
6		31

**d)**Contractual commitments

Agreement on the sale of the 20% shareholding in SRAAS

As a consequence of the agreement to sell the 20% shareholding in Shanghai RAAS to Haier, both companies signed the following agreements:

●

The existing Exclusive Distribution Agreement for human serum albumin for the Chinese market, signed with SRAAS, will have a duration of 10 years (until 2034), with a 10-year extension option by SRAAS and guaranteed minimum supply volumes for the period 2024-2028. In the absence of an agreement for subsequent years, the minimum volumes agreed for 2028 will apply. Pricing under such an agreement will remain at the same applicable standards.

●

Grifols commits to achieve an aggregate GDS’s Group EBITDA of US Dollars 850 million for the period 2024-2028 under condition that Haier owns no less than 10% of SRAAS. In the event of a breach of this commitment, it will compensate SRAAS with cash in 2029 for the multiplier resulting from the shortfall and the capital ownership that SRAAS’ current holds in GDS. Based on the most pessimistic projections for the GDS Group, the probability of deviation is very low and therefore no liability has been considered at the closing of the sale transaction. The results of the different scenarios considered are as follow:

---


Scenario		Percentage (1)	****
Baseline scenario		3.8	%
Sensitivity to Sales BTS		3.0	%
Sensitivity to Sales CDx		3.8	%
Sensitivity to Sales MDS		0.6	%
Worst scenario		(0.2)	%
Weighted scenario (baseline and worst)		1.8	%
Weighted scenario (all sensitivities)		2.2	%

1 - Variation (expressed in percentage) between the commited EBITDA of 850 million and the estimated EBITDA

●	Grifols undertakes that, for so long as it controls GDS directly or indirectly, it will use its commercially reasonable efforts, without obligation, to ensure that GDS declares and distributes dividends to its shareholders in each year after closing in an amount not less than 50% of the net profits of GDS for that year.
●	Grifols has pledged its shares in SRAAS in favour of Haier (on behalf of Haier and SRAAS), to secure the cash pooling agreement between GDS, as creditor, and Grifols, as debtor.
---	---
●	Grifols retains the right to appoint a director to the board of directors of SRAAS. However, Grifols has granted Haier (a) a voting proxy for 10 years and (b) a right of first refusal in case Grifols wishes to sell these shares. The voting proxy agreement has been valued at Euros 10 million, which will be amortized over 3 years as this is the period during which Haier and Grifols have agreed not to transfer their shares in SRAAS. As of 31 December 2025, an income of Euros 3 million (Euros 2 million as of 31 December 2024) has been recognized in the Consolidated Statements of Profit and Loss.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Commercial commitments

As of December 31, 2025, the Group maintains existing commercial commitments with customers amounting to Euros 31 million (USD 36 million), whose disbursements are expected to be realized in the following fiscal years:


Millions of Euros
2026	2027	2028-2031
5	2	24

**e)**Judicial procedures, arbitration and others

Details of legal proceedings in which the Group companies are involved are as follows:

●	EXECUTIVE COMMITTEE OF CNMV

On September 25, 2024, Grifols received notification that the Executive Committee of CNMV had initiated an administrative sanctioning procedure in connection with the conclusions reached by the CNMV on March 21, 2024. These conclusions were disclosed by the Company as Inside Information on the same date and subsequently supplemented. The proposed sanction against Grifols for the incidents mentioned in the conclusions and supplementary information does not exceed one Million Euros. On 7 November, 2024, Grifols submitted allegations against the initiation of the administrative sanctioning procedure. On 16 May, 2025 Grifols requested the CNMV to conclude the administrative procedure, which concluded with the resolution of the CNMV on 25 June, 2025, initiating a two-month period to commence the contentious-administrative procedure before the National High Court.

The appeal was formally filed before the National Court on September 24, 2025 and was admitted for processing by decree dated October 7, 2025. However, as of February 25, 2026, the National Court has not yet received the administrative file from the CNMV, and therefore Grifols has not been summoned to file the statement of claim.

●	SQUEEZE OUT PROCEEDINGS ACCORDING TO SECTION 39A FF. OF THE GERMAN TAKEOVER ACT RELATING TO THE ORDINARY SHARES OF BIOTEST AG.

The proceedings started with the squeeze out application on March 28, 2022 submitted with the Frankfurt District Court. On October 27, 2022, the Frankfurt District Court announced its decision that all ordinary shares in Biotest AG not yet directly or indirectly owned by Grifols S.A. must be transferred. A total of four defendants filed an appeal against this decision and on May 27, 2024 the Frankfurt Court of Appeals has rendered its decision to reject the defendants’ appeal at their costs. Subsequently the defendants’ objected to the cost decision and filed a legal complaint with the Federal Court of Justice. Grifols is waiting for the Federal Court of Justice to decide (Bundesgerichtshof, BGH).

On February 10, 2026, the BGH issued its final decision. The Court rejected the minority shareholders’ final appeal in its entirety, fully confirming the squeeze-out of all remaining ordinary Biotest shares in favour of Grifols at a cash compensation of EUR 43.00 per share. This decision is final and binding. As a result, Grifols holds directly or indirectly 100% of the ordinary shares of Biotest AG.

●	ADDITIONAL LITIGATION

The Group is involved in specific legal procedures arising from its ordinary course of its activities in the United States, including individual claims for litigations derived from accidents occurring in certain facilities and certain wage and hour proceedings. These cases are in the very early stages and it is not yet known what the probability is that any of the cases can result in any potential relevant cash outflow for the Group. Based on past litigation and results, Grifols asserts that it is possible that one or more cases can reach to a material level in the future. In any case, Grifols will vigorously defend itself, and as part of its internal process, it will continue to asses, on a timely basis, any changes in facts and circumstances that may modify its risk evaluation. In the event that any of these contingencies becomes more probable, it will determine whether they could result in a material cash outflow. F-115

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Management considers that the resolution or continuation of these proceedings and investigations will not have a material effect on the Group’s financial position, operating results or cash flows.

**(30)**Financial Instruments

**a)**Classification

Below is a breakdown of the financial instruments by nature, category and fair value. The Group does not provide details of the fair value of certain financial instruments as their carrying amount is very similar to their fair value because of its short term.


		Millions of Euros
		31/12/2025
														Fair Value
		Financial		Financial						Other
		instruments at		instruments at						financial
		FVTPL		FV through OCI		Hedges		Amortised cost		liabilities		Total		Level 1		Level 2		Level 3		Total
Non-current financial assets		2		337		—		—		—		339		339		—		—		339
Derivative instruments		—		—		—		—		—		—		—		—		—		—
Trade receivables		—		431		—		—		—		431		—		431		—		431
Financial assets measured at fair value		2		768		—		—		—		770

Non-current financial assets		—		—		—		173		—		173
Other current financial assets		—		—		—		36		—		36
Trade and other receivables		—		—		—		321		—		321
Cash and cash equivalents		—		—		—		825		—		825
Financial assets measured at amortized cost		—		—		—		1,355		—		1,355

Derivatives instruments		(5)		—		—		—		—		(5)		—		(5)		—		(5)
Financial liabilities measured at fair value		(5)		—		—		—		—		(5)

Senior Unsecured & Secured Notes		—		—		—		(5,314)		—		(5,314)		(5,455)		—		—		(5,455)
Promissory Notes		—		—		—		(76)		—		(76)
Senior secured debt		—		—		—		(2,139)		—		(2,139)		—		(2,203)		—		(2,203)
Other bank loans		—		—		—		(180)		—		(180)
Lease liabilities		—		—		—		(1,082)		—		(1,082)
Other financial liabilities		—		—		—		(847)		—		(847)
Trade and other payables		—		—		—		(1,093)		—		(1,093)
Other current liabilities		—		—		—		—		(314)		(314)
Financial liabilities measured at amortized cost		—		—		—		(10,731)		(314)		(11,045)
		(3)		768		—		(9,376)		(314)		(8,925)

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)


		Millions of Euros
		31/12/2024
														Fair Value
		Financial		Financial
		instruments at		instruments at FV						Other financial
		FVTPL		through OCI		Hedges		Amortised cost		liabilities		Total		Level 1		Level 2		Level 3		Total
Non-current financial assets		5		417		—		—		—		422		422		—		—		422
Derivative instruments		—		—		7		—		—		7		—		7		—		7
Trade receivables		—		532		—		—		—		532		—		532		—		532
Financial assets measured at fair value		5		949		7		—		—		961

Non-current financial assets		—		—		—		67		—		67
Other current financial assets		—		—		—		238		—		238
Trade and other receivables		—		—		—		251		—		251
Cash and cash equivalents		—		—		—		980		—		980
Financial assets measured at amortized cost		—		—		—		1,536		—		1,536

Derivatives instruments		(6)		—		—		—		—		(6)				(6)				(6)
Financial liabilities measured at fair value		(6)		—		—		—		—		(6)		—				—

Senior Unsecured & Secured Notes		—		—		—		(5,356)		—		(5,356)		(5,231)						(5,231)
Promissory Notes		—		—		—		(73)		—		(73)				—		—
Senior secured debt		—		—		—		(2,310)		—		(2,310)				(2,360)				(2,360)
Other bank loans		—		—		—		(346)		—		(346)		—				—
Lease liabilities		—		—		—		(1,142)		—		(1,142)
Other financial liabilities		—		—		—		(934)		—		(934)
Trade and other payables		—		—		—		(1,062)		—		(1,062)
Other current liabilities		—		—		—		—		(318)		(318)
Financial liabilities measured at amortized cost		—		—		—		(11,223)		(318)		(11,541)
		(1)		949		7		(9,687)		(318)		(9,050)

**b)**Measurement of fair value

In order to determine the fair value of financial assets or liabilities, the Group uses the following hierarchy based on the relevance of the variables used:

●	Level 1: estimations based on quoted prices of the instrument.
●	Level 2: estimations based on significant observable variables coming directly from the market.
---	---
●	Level 3: estimations based on valuation techniques other than observable variables in the market, mainly discounted cash flows.
---	---

**c)**Financial risk management

This section provides information on the Group’s exposure to risks related to the use of financial instruments, the objectives and procedures for measuring and managing risk, as well as the capital management carried out by the Group. Grifols’ risk control and management system is designed to identify, assess, and manage risks that may affect the achievement of strategic objectives, providing reasonable assurance of their fulfillment.

The Group is exposed to the following risks

●	Credit risk
●	Liquidity risk
---	---
●	Market risk: includes interest rate risk, currency risk and other price risks.
---	---

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The Group’s risk management policies are established with the aim of identifying and analyzing risks, setting appropriate limits and controls, and ensuring compliance with those limits. These policies are reviewed regularly to reflect changes in market conditions and in the Group’s activities and are integrated into planning and decision-making processes. The system is based on principles such as defining a risk tolerance framework, segregation of duties between operational and supervisory areas, and continuous improvement. It also seeks to foster a strict and constructive control environment in which all employees understand their roles and responsibilities.

Governance of the system lies with the Board of Directors, which approves the risk control and management policy. The Audit Committee oversees its effectiveness and periodically reviews its adequacy, assisted by Internal Audit through regular and ad hoc reviews. Likewise, the Risk Management Committee ensures the proper integration of risk management throughout the organization

(1)Credit risk

Credit risk is the risk of loss arising from the failure of customers or counterparties to meet their contractual obligations, and it mainly originates from trade receivables, financial investments, and cash and cash equivalent positions held with financial institutions.

For Grifols, exposure is concentrated in outstanding receivables, particularly from public entities, where payment delays are more common. This risk is mitigated by claiming interest in accordance with the applicable legislation, to which the Group is primarily entitled under Spanish regulations. In markets where transactions are carried out with private entities, no significant cases of insolvency or default have been identified.

Managing this risk is a priority for the Group, which applies a corporate policy aimed at maintaining exposure at acceptable levels. This policy combines the assessment and periodic review of credit risk with the definition of collection terms adapted to each market, the assignment of credit limits, and risk categorization, as well as preventive measures such as guarantees, advance payments, and credit insurance.

Additionally, the Group regularly monitors its exposure to credit risk with banks and financial institutions, maintaining a low-risk profile by working exclusively with highly solvent entities with strong credit ratings according to international agencies. The solvency of these entities is reviewed periodically to ensure active management of counterparty risk.

Exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk. At 31 December 2025 and 2024 maximum level of exposure to credit risk is as follows:


				Millions of Euros
Carrying amount		Reference		31/12/2025		31/12/2024

Non-current financial assets		Note 11		512		490
Other current financial assets		Note 11		36		244
Contractual assets		Note 13		83		36
Trade receivables		Note 13		651		705
Other receivables		Note 13		20		17
Cash and cash equivalents		Note 14		825		980
				2,127		2,472

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The carrying amount of receivables and contractual assets by geographical area, at 31 December 2025 and 2024 is as follows:


		Millions of Euros
Carrying amount		31/12/2025		31/12/2024

Spain		65		60
EU countries		88		116
United States of America		38		46
Other European countries		151		92
Other regions		392		427
		734		741

The Group is not exposed to significant credit risk, as both its cash positions and its derivative contracts are maintained with highly solvent financial institutions.

Impairment losses

(2)Liquidity risk

Liquidity risk is defined as the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due, particularly those requiring the delivery of cash or another financial asset. The Group’s approach to managing liquidity risk is to maintain, wherever possible, sufficient liquidity to meet its obligations at maturity under both normal market conditions and periods of financial stress, thereby avoiding unacceptable losses or reputational damage.

The Group manages liquidity riskprudently, based on availability of cash and sufficient committed and undrawn long-term credit facilities, and forecasted operating cash flows. These resources enable the Group to implement its business plans and operate with stable and reliable sources of funding.

Liquidity at the end of the period stood at Euros 1.678 million (including undrawn committed credit lines), with the following details:


		Millions of Euros
		31/12/2025		31/12/2024
Current deposits		8		5
Restricted cash		24		—
Cash in hand and at banks		793		975
Total cash and cash equivalents	****	825	****	980

Undrawn committed credit lines		853		1,279
Total Liquidity	****	1,678	****	2,259

The Credit Agreement establishes a limitation on the disposition of the “revolving line” that has not been exceeded as of 31 December 2025 and 2024.

The Group currently has adequate liquidity to meet its obligations through a combination of internally generated cash flows, existing cash reserves, and access to unused credit lines. Furthermore, the Group does not generate material cash flows in jurisdictions subject to significant restrictions on the repatriation of funds.

As in prior years, the Group continues to implement working capital optimization programs, primarily based on non-recourse receivables factoring arrangements, which contribute to efficient liquidity management. F-119

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

The main contractual obligations existing at the end of the fiscal year comprise mainly long-term financial debt obligations with capital repayments and interest payments (see note 19).

Details of the contractual maturity dates of financial liabilities including committed interest calculated using interest rate forward curves are as follows:


		Millions of Euros
				Carrying
				amount at				6 months or		6 - 12						More than
Carrying amount		Reference		31/12/2025		Contractual flows		less		months		1-2 years		2 - 5 years		5 years
Financial liabilities
Bank loans		Note 19		2,319		2,598		185		93		2,309		11		—
Other financial liabilities		Note 19		847		1,276		206		1		101		318		650
Bonds and other marketable securities		Note 19		5,390		6,602		270		145		1,029		5,158		—
Lease liabilities		Note 19		1,082		1,713		56		57		108		296		1,196
Payable to suppliers		Note 20		841		841		839		2		—		—		—
Other current liabilities		Note 21		57		57		54		3		—		—		—
Financial derivatives		Note 30(d)		5		5		4		—		1		—		—
Total				10,541		13,092		1,614		301		3,548		5,783		1,846


		Millions of Euros
				Carrying
				amount at				6 months		6 - 12						More than
Carrying amount		Reference		31/12/2024		Contractual flows		or less		months		1-2 years		2 - 5 years		5 years
Financial liabilities
Bank loans		Note 19		2,656		3,162		362		110		176		2,514		—
Other financial liabilities		Note 19		934		1,489		186		7		116		414		766
Bonds and other marketable securities		Note 19		5,429		6,959		246		147		293		3,673		2,600
Lease liabilities		Note 19		1,142		1,774		58		59		117		319		1,221
Payable to suppliers		Note 20		852		852		848		4		—		—		—
Other current liabilities		Note 21		42		41		24		17		—		—		—
Financial derivatives		Note 30(d)		6		7		7		—		—		—		—
Total				11,061		14,284		1,731		344		702		6,920		4,587

(3)Currency risk

The Group operates across multiple jurisdictions and is therefore exposed to currency risk arising from commercial transactions denominated in foreign currencies, assets and liabilities and net investments in foreign operations. The Group’s principal exposure relates to the US Dollar.

The Group holds significant investments in foreign operations, the net assets of which are exposed to currency risk. To mitigate this risk, the Group has historically maintained borrowings in the same currency. This natural hedge reduces the impact of exchange rate fluctuations on consolidated equity.

The Group actively manages all balance sheet foreign exchange exposures and evaluates hedging strategies to manage volatility in financial results and equity.

The financing obtained in Euros represents 68% of the total debt of the Group and amounts to Euros 5,809 million at 31 December 2025 (66% and Euros 5,924 million at 31 December 2024). In this breakdown, ‘Group debt’ refers only to the nominal amount of the debt. F-120

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(in thousand Euros)

Until September 13, 2024, when the currency swap was canceled, part of the US Dollar debt of the Group was covered by a currency swap to hedge the exposure to the associated currency risk.

The Group applied the cost of hedging method. This method enabled the Group to exclude the currency basis spread from the designated hedging instrument and, subject to certain requirements, changes in their fair value attributable to this component were recognized in other comprehensive income.

Details of the Group’s exposure to currency risk is as follows:


		Millions of Euros
		31/12/2025
		*Euros ()**		US Dollars ()**
Trade receivables		1		27
Receivables from Group companies		110		14
Loans to Group companies		5,605		604
Cash and cash equivalents		86		11
Trade payables		(25)		(20)
Payables to Group companies		(86)		(52)
Loans from Group companies		(5,301)		—

Balance sheet exposure		390		584
(*)	Balances in Euros in subsidiaries with US Dollars functional currency
---	---
(**)	Balances in US Dollars in subsidiaries with Euros functional currency
---	---


		Millions of Euros
		31/12/2024
		*Euros ()**		US Dollars ()**
Trade receivables		3		72
Receivables from Group companies		119		16
Loans to Group companies		4,644		—
Cash and cash equivalents		453		26
Trade payables		(22)		(17)
Payables to Group companies		(74)		(45)
Loans from Group companies		(5,428)		(6)
Bank loans		(11)		—

Balance sheet exposure		(316)		46

(*)Balances in Euros in subsidiaries with US Dollar functional currency

(**)Balances in US Dollar in subsidiaries with Euros functional currency

The most significant exchange rates applied at 2025 and 2024 year ends are as follows:


		Closing exchange rate
Euros		31/12/2025		31/12/2024

US Dollars		1.175		1.039

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Notes to the Consolidated Financial Statements

(in thousand Euros)

A sensitivity analysis for foreign exchange fluctuations is as follows:

Had the US Dollar strengthened by 10% against the Euro at 31 December 2025 equity would have increased by Euros 723 million (Euros 1,068 million at 31 December 2024) and profit due to foreign exchange differences would have increased by Euros 97 million (decreased by Euros 27 million at 31 December 2024). This analysis assumes that all other variables are held constant, especially that interest rates remain constant.

A 10% weakening of the US Dollar against the Euro at 31 December 2025 and 31 December 2024 would have had the opposite effect for the amounts shown above, all other variables being held constant.

(4)Interest rate risk

The Group is exposed to interest rate risk primarily through its current and non-current borrowings. Variable-rate borrowings are subject to cash flow interest rate risk, as future interest payments may fluctuate with market rates. Fixed-rate borrowings are exposed to fair value interest rate risk, as changes in market rates affect the economic value of the debt.

The Group’s objective in managing interest rate risk is to maintain a balanced debt structure, combining fixed and variable rate instruments. This is achieved by issuing different portions of external financing at fixed or variable rates, depending on the market moment.

Additionally we can use derivative instruments to hedge part of the variable-rate exposure.

As of 31 December 2025 fixed-rate debt accounted for 73% of total borrowings (71% at 31 December 2024). This includes corporate senior notes, loans from the European Investment Bank, and the financing agreement with GIC (Sovereign Fund of Singapore). Variable-rate debt represented the remaining 27% (29% at 31 December 2024), primarily comprising senior secured debt (see note 19). This composition reflects the Group’s strategy to mitigate volatility in interest payments while preserving flexibility in its financing structure.

To date, the profile of interest on interest-bearing financial instruments is as follows:


		Millions of Euros
		31/12/2025		31/12/2024
Fixed-interest financial instruments		6,250		6,430
Financial liabilities		6,250		6,430
Variable-interest financial instruments		2,277		2,541
Financial liabilities		2,277		2,541
Total financial liabilities		8,527		8,971

Had the interest rate been 100 basis points higher at 31 December 2025 the interest expense would have increased by Euros 22 million (Euros 30 million at 31 December 2024). As the Group does not have any hedging derivatives in place, the net effect on cash interest payments would have increased by the same amount.

In this breakdown, “financial liabilities” and “total debt” refer solely to the nominal amount of the debt.

(5) Market price risk

Price risk affecting raw materials is mitigated by the vertical integration of the hemoderivatives business in a highly concentrated sector.

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Notes to the Consolidated Financial Statements

(in thousand Euros)

**d)**Financial derivatives

At 31 December 2025 and 2024 the Group has recognized the following derivatives:


				Millions of euros
				*() Notional at**		*() Notional at**		Value at		Value at
Financial derivatives		Currency		31/12/2025		31/12/2024		31/12/2025		31/12/2024		Maturity
Foreign exchange rate forward		Swiss Franc		21		—		—		—		20/1/2026
Foreign exchange rate forward		Canadian dollar		—		240		—		4		20/1/2026
Foreign exchange rate forward		Euro		—		240		—		—		11/2/2025
Foreign exchange rate forward		Pound Sterling		—		5		—		1		18/2/2025
Foreign exchange rate forward		Japanese Yen		1,700		1,200		—		—		20/1/2026
Foreign exchange rate forward		Australian dollar		—		9		—		—		28/1/2025
Foreign exchange rate forward		Brazilian real		—		70		—		—		18/2/2025
Energy PPA		Euro / KwH		—		—		—		2		31/12/2032
Total derivative assets					****		****	—	****	7	****

Foreign exchange rate forward		Brazilian real		95		—		—		—		20/11/2026
Foreign exchange rate forward		Canadian dollar		562		228		(2)		(1)		20/1/2026
Foreign exchange rate forward		Chilean Peso		4,000		—		—		—		20/1/2026
Foreign exchange rate forward		Swiss Franc		—		12		—		(1)		11/2/2025
Foreign exchange rate forward		Euro		300		240		(1)		(3)		20/1/2026
Foreign exchange rate forward		Czech crown		—		160		—		—		18/2/2025
Foreign exchange rate forward		Pound Sterling		20		5		—		—		20/1/2026
Foreign exchange rate forward		Japanese Yen		—		1,200		—		—		18/2/2025
Foreign exchange rate forward		Mexican Peso		650		50		—		—		20/1/2026
Foreign exchange rate forward		Australian dollar		—		9		—		—		28/1/2025
Foreign exchange rate forward		Canadian dollar		—		1		—		—		9/1/2025
Foreign exchange rate forward		US dollar		—		39		—		(1)		26/2/2025
Energy PPA		Euro / KwH		—		—		(2)		—		31/12/2032
Total derivative liabilities					****		****	(5)	****	(6)

(*)Amounts of the national are stated in the derivative currency.

*(1)*Hedging derivative financial instruments

On 5 October 2021, the Group subscribed three cross currency interest-rate swaps with a notional amount of US Dollars 500 million to hedge part of the Euro equivalent value of the US Dollar unsecured notes issued in October 2021. It was a fixed-to-fixed USD/EUR cross currency swap with the following characteristics:

●	The Group received a loan of Euros 432 million at a nominal interest rate of 3.78%.
●	The Group granted a US Dollars 500 million loan at a nominal interest rate of 4.75%.
---	---

On 28 June 2022, the Group subscribed one cross currency interest-rate swap with a notional amount of US Dollars 205 million to hedge the remaining part of the Euro equivalent value of the US Dollar unsecured notes issued in October 2021. It was a fixed-to-fixed USD/EUR cross currency swap with the following characteristics:

●	The Group received a Euros 194 million loan at a nominal interest rate of 3.1046%.
●	The Group granted a US Dollars 205 million loan at a nominal interest rate of 4.75%.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

On September 13, 2024, the cross-currency swap were terminated early. As of December 31, 2024, the Group recognized a net financial income of Euros 4 million under the heading ‘Fair Value Change in Financial Instruments’ in the Consolidated Statements of Profit and Loss.

The derivative complied with the criteria required for hedge accounting. See further details in notes 4(i).

*(2)*Derivative financial instruments at fair value through profit and loss

The Group has contracted several forward exchange rate hedges to partially cover the foreign currency value of intercompany loans. Since the Group has chosen not to apply hedge accounting, the gains or losses resulting from changes in the fair value of the derivative are recognized directly under the heading ‘Fair Value Change in Financial Instruments’ in the Consolidated Statements of Profit and Loss. As of December 31, 2025, the Group recognized a net financial income of Euros 35 million (Euros 16 million financial expense as of December 31, 2024).

*(3)*Electricity derivative

At the beginning of 2023, the Company contracted a hedge on the variation of the price of electricity. This contract has served in its entirety to cover the purchase price of electricity against potential market price increases. The energy price hedging derivatives meet the requirements to apply hedge accounting, so the variations in the value of this financial instrument are recorded (by the net amount of taxes) in equity.

The movement in derivative financial instruments is as follows:


		Millions of Euros
		31/12/2025	31/12/2024
Opening balance		1	15
Changes in fair value recognized in equity		(1)	(2)
Transfer to profit or loss		32	27
Tax effect		—	(1)
Collections / Payments		(37)	(38)
Closing balance		(5)	1

**e)**Capital management

The directors’ policy is to maintain a solid capital base in order to ensure investor, creditor and market confidence and sustain future business development. The board of directors defines and proposes the level of dividends paid to shareholders.

The capital structure is periodically reviewed through the preparation of strategic plans focused mainly on a sequential improvement of EBITDA (Earnings before interest, tax, amortization and depreciation), generation of operating cash and discipline in the allocation of capital; with the objective and commitment to reduce the leverage ratio.

In accordance with the senior secured debt contract, the Group is subject to compliance with some covenants. At 31 December 2025 and 2024, the Group complies with the covenants in the contract. F-124

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The credit rating of the Group is as follows:


		December 2025
Moody’s Investors	Corporate rating	B2
	Senior secured debt	B1
	Senior Unsecured debt	Caa1
	Perspective	Positive

Standard & Poor’s	Corporate rating	BB-
	Senior secured debt	BB-
	Senior Unsecured debt	B
	Perspective	Stable

Fitch Ratings	Corporate rating	B+
	Senior secured debt	BB
	Senior Unsecured debt	B-
	Perspective	Positive

The Parent held Class A and B treasury stock equivalent to 1.02% of its capital at 31 December 2025 (1.04% at 31 December 2024).

(31)	Balances and Transactions with Related Parties

**a)**Group balances with related parties

Details of balances with related parties at 31 December 2025 are a follows:


		Millions of Euros
Carrying amount		Reference		Associates		Other related parties
Receivables		Note 13		55		—
Current contractual assets				8		—
Loans		Note 11		2		135
Guarantee deposits		Note 11		9		1
Total debtors	****		****	74	****	136
Creditors				(6)		(7)
Debts				—		(8)
Total creditors	****		****	(6)	****	(15)
Total	****		****	68	****	121

Details of balances with related parties at 31 December 2024 are as follows:


		Millions of Euros
Carrying amount		Reference		Associates		Other related parties
Receivables		Note 13		39		—
Current contractual assets				3		—
Loans		Note 11		—		214
Guarantee deposits		Note 11		—		1
Total debtors				42		215
Creditors				—		(5)
Debts				—		(9)
Total creditors	****		****	—	****	(14)
Total	****		****	42	****	201

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The heading “Receivables” corresponding to associates includes outstanding balances from sales to associated companies, mainly corresponding in 2025 to Grifols Egypt for Plasma Derivatives S.A.E. (Euros 33 million mainly corresponding in 2024 to Grifols Egypt for Plasma Derivatives S.A.E. and Euros 206 million in 2023 corresponding to Anhui Tonrol Pharmaceutical Co. (subsidiary of the Shanghai RAAS Blood Products, Co. Ltd. Group)).

The heading “Loans” mainly includes a loan signed by Scranton Enterprises BV. with the Group on 28 December 2018 for an initial amount of US Dollars 95 million (Euros 87 million) which maturity has been extended to 28 June 2027 (previously December 2025) (see note 11) related to the payment of the sale of the shares of BPC Plasma, Inc. and Haema, GmbH (see note 2). As of 31 December 2025 and 2024, the heading includes an additional amount of Euros 15 million arranged during 2023 under the same conditions as the initial loan (see note 31(b)). As of 31 December 2025, the recorded amount stands at Euros 124 million, including accrued and capitalized interest to date (Euros 132 million as of 31 December 2024).

Furthermore, it includes the cash-pooling financing agreement that BPC Plasma, Inc and Haema, GmbH have with Scranton Plasma, BV with maturity in 2027 (see note 11).

The heading “Loans” corresponding to associates includes a loan granted to Grifols Canada Plasma, Inc. as part of its acquisition agreement (see Note 10).

The heading of “debts” includes an amount of Euros 8 million at 31 December 2025(Euros 9 million at 31 December 2024) corresponding to the balance of bearer promissory notes issued by the Group company Instituto Grifols, S.A. These promissory notes are due on 5 May 2026 and 2025, respectively, with a nominal value of Euros 3,000 each, and an annual nominal interest of 4.25% (5% in 2024).

The heading “Guarantee deposits” corresponding to associates includes a pledged deposit amounting to US Dollars 10 million, which forms part of the US Dollar 50 million guarantee granted by the Group to Grifols Egypt for Plasma Derivatives S.A.E., securing a contract entered into by said entity with a financial institution (see note 11).

**b)**Group transactions with related parties

Group transactions with related parties during 2025 are as follows:


		Millions of euros
				Key management		Other related		Board of directors
		Associates		personnel		parties		of the Company

Net sales		47		—		1		—
Purchases		(12)		—		—		—
Rendering of services		(1)		—		(25)		—
Remuneration		—		(16)		—		(6)
Payments for rights of use		—		—		(7)		—
Finance income		—		—		15		—
Dividends received/(paid)		—		—		(113)		—
Loans		2		—		47		—

Total		36		(16)		(82)		(6)

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Group transactions with related parties during 2024 were as follows:


		Millions of Euros
				Key management		Other related		Board of directors
		Associates		personnel		parties		of the Company

Net sales		270		—		—		—
Rendering of services		—		—		(5)		—
Remuneration		—		(14)		—		(15)
Payments for rights of use		—		—		(7)		—
Finance income		—		—		19		—
Dividends received/(paid)		7		—		(40)		—
Loans		—		—		45		—
Acquisition of assets		—		—		(35)		—
Total		277		(14)		(23)		(15)

Group transactions with related parties during 2023 were as follows:


		Millions of Euros
				Key management		Other related		Board of directors
		Associates		personnel		parties		of the Company

Net sales		472		—		—		—
Rendering of services		—		—		(2)		—
Remuneration		—		(24)		—		(12)
Payments for rights of use		—		—		(7)		—
Finance income		—		—		30		—
Dividends received/(paid)		7		—		(266)		—
Loans		—		—		45		—
Total		479		(24)		(200)		(12)

“Net sales” includes sales to associated companies mainly corresponding to Grifols Egypt for Plasma Derivatives S.A.E. (Euros 38 million in 2025, Euros 231 million and Euros 450 million corresponding to Anhui Tonrol Pharmaceutical Co. (subsidiary of the Shanghai RAAS Blood Products, Co. Ltd. Group) in 2024 and 2023).

“Other service expenses” includes an amount of Euros 6 million corresponding to contributions to nonprofit entities in 2025 (Euros 4 million in 2024 and Euros 2 million in fiscal year 2023).

The dividends received in 2024 and 2023 correspond to the former associated company Shanghai RAAS Blood Products Co. Ltd.

“Acquisition of assets” includes the acquisition of Haema Plasma Kft for Euros 35 million in 2024 that was effected through the cancellation of a balance receivable that the Group had with Haema GmbH. This balance was transferred to Scranton Plasma B.V. and settled through the cash-pooling financing agreement held by these companies.

Mr. Victor Grifols Roura, director representing shareholder’s during 2023 and who resigned from his position as director in December 2023, received remuneration in 2023 of Euros 1 million. F-127

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Notes to the Consolidated Financial Statements

(in thousand Euros)

The composition of the transactions with other related parties for in 2025, 2024 and 2023 is as follows:


				Millions of Euros
Related parties	Concept	Reference		2025		2024		2023
Scranton Enterprises, B.V.	Interest Credits	b)		8		9		8
Scranton Enterprises, B.V.	Finance Agreements: Credits	a)		—		—		15
Scranton Plasma B.V.	Interest Cash-pooling	b)		7		10		22
Scranton Plasma B.V.	Finance Agreements: Cash-pooling	a)		47		45		30
Scranton Plasma B.V.	Dividends paid/received	c)		(113)		(40)		(266)
Scranton Plasma B.V.	Shares acquisition	d)		—		(35)		—
Scranton Plasma BV	Rendering of services	h)		(11)		—		—
Probitas Fundación Privada	Management and collaboration contracts	f)		(5)		(3)		(1)
Fundación Privada Victor Grifols Lucas	Management and collaboration contracts	f)		—		(1)		—
Centurion Real State, S.A.U	Payments for rights of use	e)		(7)		(7)		(7)
Jose Antonio Grifols Lucas Foundation	Management and collaboration contracts	f)		(1)		(1)		(1)
Marca Grifols, S.L.	Royalties	g)		(8)		—		—
Endo Operations Limited	Rendering of services			1		—		—
Total			****	(82)	****	(23)	****	(200)

a.	Mainly includes the net amounts disbursed under the cash-pooling financing agreement that BPC Plasma, Inc and Haema, GmbH have with Scranton Plasma, BV mentioned above together with an additional amount of Euros 15 million arranged during 2023 under the same conditions as the initial loan agreement for an amount of US Dollars 95 million (Euros 87 million) (see note 11) related to the payment of the sale of the shares of BPC Plasma, Inc. and Haema, GmbH (see note 31(a)).
b.	Mainly includes accrued interest corresponding to the loan agreement signed by Scranton Enterprises BV. with the Group on 28 December 2018 for an amount of US Dollars 95 million (Euros 87 million) related to the payment of the sale of the shares of BPC Plasma, Inc. and Haema, GmbH. The remuneration is 2%+ EURIBOR and the maturity has been extended to 28 June 2027 (previously December 2025). Additionally, it also includes the financial income derived from the cash-pooling contract that BPC Plasma, Inc and Haema, GmbH maintain with Scranton Plasma B.V with maturity in 2027 and a remuneration of the Scranton Plasma group interest rate 0.75%+ EURIBOR.
---	---
c.	In 2025, 2024 and 2023, BPC Plasma Inc. distributed to its shareholder Scranton Plasma B.V. a dividend without cash outflow compensating “Loans to related parties”(see note 11). In 2025 the dividend amounted Euros 26 million in 2025 (Euros 40 million in 2024, being the dividend distributed in 2023 the result of the previous 4 years for a value of Euros 266 million. This distribution had an impact against the Group’s non-controlling interests reserves (see note 17). Additionally, in 2025 Haema GmbH distributed to its shareholder Scranton Plasma B.V a dividend without cash outflow compensating “Loans to related parties” (see note 11) that amounted Euros 87 million.
---	---
d.	Includes the acquisition of Haema Plasma Kft. for Euros 35 million that was effected thorugh the cancellation of a receivable balance held with Haema GmbH. This balance was transferred to Scranton Plasma B.V. and dettled through the cash-pooling financing agreement in place between these entities (see note 11).
---	---
e.	Corresponds to the office buildings of Grifols in Sant Cugat del Vallès. All lease contracts have a maturity date of 1 March 2045.
---	---
f.	Every year the Group contributes 0.7% of its profits before tax to a non-profit organization.
---	---

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Notes to the Consolidated Financial Statements

(in thousand Euros)

Marca Grifols, S.L. became a related party to Grifols, S.A. on 23 December 2024, after the acquisition of a 33% stake in Marca Grifols, S.L. by Ralledor Holding Spain, S.L. (which merged with Deria, S.L. in 2025) beeing Deria, S.L. a significant shareholder of Grifols, S.A. represented at Grifols’ Board of Directors by Mr. Victor Grifols Deu and D. Raimon Grifols Roura. The sale of the 33% stake in Marca Grifols, S.L. was a reorganization transaction, given that the group of sellers of such 33% stake in Marca Grifols, S.L. were also the shareholders of Ralledor Holding Spain, S.L. On 26 January 1993, Marca Grifols, S.L. and Grifols, S.A. entered into an agreement under which the former granted the latter the exclusive license to use the brand name “Grifols” for a period of 99 years in exchange for an annual fee. The latest update to the agreement sets the fee at 0.10% of Grifols’ consolidated sales. The annual license fee amounted to 8 million Euros in 2024, and 7 million Euros in 2023. Given that Marca Grifols, S.L. became a related party on 23 December 2024, related party transactions in 2024 totaled 187 thousand Euros, which corresponds to the proportional share of the annual fee for the 9 days Marca Grifols, S.L. was a related party.

This corresponds to certain operating expenses incurred during the period 2019-2025 by Scranton Plasma B.V. and other entities of its group, in relation to the Plasma Supply Agreement dated 28 December 2018 between Grifols, S.A., Grifols Worldwide Operations Limited, BPC Plasma, Inc and Haema GmbH.

---

The Group has no advances or credits or obligations assumed on behalf of members of the Board of Directors or members of the key management staff as guarantees, nor pension and life insurance obligations in respect of former or current members of the Board of Directors or key members of management. In addition, certain managers and key management personnel have severance commitments (see note 29).

In July 2024, Scranton entered into a loan agreement with funds controlled or managed by Oaktree (the “Loan Agreement”) to refinance the loan that Scranton had initially obtained from banks in 2019. According to the terms of the Loan Agreement, this financing benefits from the following guarantees and security interest: (i) by a guarantee from BPC Plasma, Inc, (ii) a pledge of the shares of Haema GmbH and BPC Plasma Inc, and (iii) pledges over the assets of BPC Plasma Inc. In March 2025 and once the transformation of Haema AG into a limited liability company in the form of GmbH, following the terms of the Loan Agreement, Haema acceded to the Loan Agreement as a guarantor and granted security over its assets as collateral for the Loan Agreement.

**c)**Conflicts of interest concerning the directors

The Company’s directors and their related parties have not entered into any conflict of interest that should have been reported in accordance with article 229 of the revised Spanish Companies Act. The members of the Board and related persons.

**(32)**Subsequent events

●	JOINT BUSINESS ARRANGEMENTS WITH ORTHO

The Group’s joint business arrangement with Ortho (QuidelOrtho), initiated over 40 years ago and originally focused on the development and production of HIV and HCV antigens, was terminated effective January 1, 2026, pursuant to a Settlement and Termination Agreement executed on April 11, 2026, as both businesses and the relevant market have significantly evolved over time. The parties agreed on a settlement amount of US Dollars 65 million to be paid by QuidelOrtho to the Group as a final and comprehensive settlement of all matters arising from the termination: US Dollars 25 million in Q2 2026, US Dollars 25 million in Q1 2027, and US Dollars 15 million in Q1 2028. Concurrently, the parties entered into a new multi-year Exclusive Supply Agreement under which the Group continues as exclusive supplier of antigens to Ortho, while retaining the right to supply antigens to third parties (including Abbott Laboratories, Siemens and OraSure Technologies) and to develop products independently, subject to customary intellectual property terms.

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Notes to the Consolidated Financial Statements

(in thousand Euros)

●	REFINANCING OF A PORTION OF THE SENIOR SECURED DEBT

Subsequent to December 31, 2025, the Group continued to advance its plans to proactively refinance its senior debt maturing in 2027. On April 14, 2026, the Group entered into a new credit agreement with a syndicate of banks whereby such banks have agreed to extend certain credit facilities consisting of term loans of US Dollar 2 billion and Euros 1.25 billion, both maturing in April 2033, as well as a revolving credit facility of US Dollar 2.065 billion, maturing in November 2032. The proceeds of the term loans were are being used to fully repay the outstanding loans under the First Lien Credit Facilities and certain other debt.

●	POTENTIAL U.S. BIOPHARMA IPO

Following approval by the Group’s Board, on March 24, 2026 it was announced that the Group will potentially pursue an initial public offering of a minority stake in its U.S. Biopharma business, subject to market conditions and applicable legal and regulatory requirements. The transaction is intended to support the Group’s strategic priorities, including debt reduction and investment in growth initiatives. Upon completion, Grifols S.A. would retain control of the U.S. business and remain listed in Spain, while the U.S. Biopharma entity would operate as a separately governed, U.S.-listed company with its own board and management team.

●	REPAYMENT OF EIB TERM LOANS

On March 16, 2026, the Group prepaid in full the outstanding amounts owed under the 2017 EIB Term Loan and 2018 EIB Term Loan for an amount of Euros 54 million, resulting in the termination of the EIB Term Loans. The Group is currently negotiating with the EIB the execution of the corresponding documentation for the cancellation of the security interest and guarantees granted in favor of the EIB to secure/guarantee the EIB Term Loans.

●	GEOPOLITICAL TENSIONS IN THE MIDDLE EAST

At the end of February 2026, tensions in the Middle East escalated on the back of military operations in the region. At the date of preparation of these consolidated financial statements, this situation persists and could affect the normal course of the Group’s operations in this area, as well as the overall conditions in international markets. Management is continuously monitoring these events and assessing their potential effects on the Group’s results and cash flows.

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APPENDIX I

GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023


				Acquisition /						31/12/2025				31/12/2024				31/12/2023			****
		Registered		Incorporation						% shares				% shares				% shares			****
Name		Office		date		Activity		Statutory Activity		Direct		Indirect		Direct		Indirect		Direct		Indirect

Fully Consolidated Companies

Diagnostic Grifols, S.A.		Polígono Levante<br>Calle Can Guasch, s/n<br>08150 Parets del Vallès<br>(Barcelona) Spain		1987		Industrial		Development and manufacture of diagnostic equipment, instruments and reagents.		—	%	55.000	%	—	%	55.000	%	—	%	66.790	%

Instituto Grifols, S.A.		Polígono Levante<br>Calle Can Guasch, s/n<br>08150 Parets del Vallès<br>(Barcelona) Spain		1987		Industrial		Plasma fractioning and the manufacture of haemoderivative pharmaceutical products.		99.998	%	0.002	%	99.998	%	0.002	%	99.998	%	0.002	%

Laboratorios Grifols, S.A.		Polígono Levante<br>Calle Can Guasch, s/n<br>08150 Parets del Vallès<br>(Barcelona) Spain		1989		Industrial		Production of glass- and plastic-packaged parenteral solutions, parenteral and enteral nutrition products<br> and blood extraction equipment and bags.		100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Biomat, S.A.		Polígono Levante <br> Calle Can Guasch, s/n <br> 08150 Parets del Vallès <br>(Barcelona) Spain		1991		Industrial		Analysis and certification of the quality of plasma used by Instituto Grifols, S.A. It also provides transfusion centres with plasma virus inactivation services (I.P.T.H).		99.900	%	0.100	%	99.900	%	0.100	%	99.900	%	0.100	%

Grifols Engineering, S.A.		Polígono Levante<br>Calle Can Guasch, s/n<br>08150 Parets del Vallès<br>(Barcelona) Spain		2000		Industrial		Design and development of the Group’s manufacturing installations and part of the equipment and machinery used at these premises. The company also renders engineering services to external companies.		99.950	%	0.050	%	99.950	%	0.050	%	99.950	%	0.050	%

Biomat USA, Inc.		2410 Lillyvale Avenue<br>Los Angeles (California)<br>United States		2002		Industrial		Procuring human plasma.		—	%	80.000	%	—	%	78.750	%	—	%	77.500	%

Grifols Biologicals, LLC.		5555 Valley Boulevard<br>Los Angeles (California)<br>United States		2003		Industrial		Plasma fractioning and the production of haemoderivatives.		—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Australia Pty Ltd.		Unit 5/80 Fairbank<br>Clayton South<br>Victoria 3149<br>Australia		2009		Industrial		Distribution of pharmaceutical products and the development and manufacture of reagents for<br>diagnostics.		100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Medion Grifols Diagnostic AG		Bonnstrasse,9<br>3186 Dügingen<br>Switzerland		2009		Industrial		Development and manufacturing activities in the area of biotechnology and diagnostics.		—	%	55.000	%	—	%	55.000	%	—	%	66.790	%

Grifols Therapeutics, LLC.		4101 Research Commons<br>(Principal Address),<br>79 T.W. Alexander Drive,<br>Research Triangle Park,<br>North Carolina 277709,<br>United States		2011		Industrial		Plasma fractioning and the production of haemoderivatives.		—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023

Grifols Worldwide Operations Limited	Grange Castle Business Park,<br>Grange Castle, Clondalkin,<br>Dublin 22,<br>Ireland	2012	Industrial	Packaging, labelling, storage, distribution, manufacture and development of pharmaceutical products<br>and rendering of financial services to Group companies.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Progenika Biopharma, S.A.	Parque Tecnológico de Vizcaya, <br> Edificio 504 <br>48160 Derio (Vizcaya)<br>Spain	2013	Industrial	Development, production and commercialisation of biotechnological solutions.	99.990	%	0.010	%	99.990	%	0.010	%	99.990	%	0.010	%

Grifols Diagnostics Solutions, Inc.	4560 Horton Street<br>94608 Emeryville, California<br>United States	2013	Industrial	Manufacture and sale of blood testing products	—	%	55.000	%	—	%	55.000	%	11.790	%	55.000	%

Grifols Worldwide Operations USA Inc.	13111 Temple Avenue, City of<br>Industry, California 91746-1510<br>United States	2014	Industrial	Manufacture, warehousing, and logistical support for biological products.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Asia Pacific Pte, Ltd	501 Orchard Road nº20-01 <br> 238880 Wheelock Place, <br>Singapore	2003	Commercial	Distribution and sale of medical and pharmaceutical products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Movaco, S.A.	Polígono Levante <br> Calle Can Guasch, s/n <br> 08150 Parets del Vallès <br>(Barcelona) Spain	1987	Commercial	Distribution and sale of reagents, chemical products and other pharmaceutical specialities, and of medical and surgical materials, equipment and instruments for use by laboratories and health centres.	99.999	%	0.001	%	99.999	%	0.001	%	99.999	%	0.001	%

Grifols Portugal Productos Farmacéuticos e Hospitalares, Lda.	Rua de Sao Sebastiao, 2 <br> Zona Industrial Cabra Figa <br> 2635-448 Rio de Mouro <br>Portugal	1988	Commercial	Import, export and commercialisation of pharmaceutical and hospital equipment and products, particularly Grifols products.	0.010	%	99.990	%	0.010	%	99.990	%	0.010	%	99.990	%

Grifols Chile, S.A.	Avda. Americo Vespucio, 2242<br> Comuna de Conchali <br> Santiago de Chile <br>Chile	1990	Commercial	Development of pharmaceutical businesses, which can involve the import, production, commercialisation and export of related products.	99.000	%	1.000	%	99.000	%	1.000	%	99.000	%	1.000	%

Grifols USA, LLC.	2410 Lillyvale Avenue <br>Los Angeles (California)<br>United States	1990	Commercial	Distribution and marketing of company products.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Argentina, S.A.	Bartolomé Mitre 3690/3790, <br> CPB1605BUT Munro <br> Partido de Vicente Lopez <br>Argentina	1991	Commercial	Clinical and biological research. Preparation of reagents and therapeutic and diet products. Manufacture and commercialisation of other pharmaceutical specialities.	95.010	%	4.990	%	95.010	%	4.990	%	95.010	%	4.990	%

Grifols s.r.o.	Calle Zitna,2 <br> Prague <br>Czech Republic	1992	Commercial	Purchase, sale and distribution of chemical-pharmaceutical products, including human plasma.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols (Thailand) Ltd	191 Silom Complex Building,<br> 21st Follor, Silom Road, Silom, <br>Bangrak<br>10500 Bangkok<br>Thailand	2003	Commercial	Import, export and distribution of pharmaceutical products.	—	%	48.000	%	—	%	48.000	%	—	%	48.000	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023

Grifols Malaysia Sdn Bhd	Level 18, The Gardens North<br>Tower, Mid Valley City,<br> Lingkaran Syed Putra <br> 59200 Kuala Lumpur <br>Malaysia	2003	Commercial	Distribution and sale of pharmaceutical products.	—	%	100.000	%	—	%	100.000	%	—	%	49.000	%

Grifols International, S.A.	Polígono Levante <br> Calle Can Guasch, s/n <br>08150 Parets del Vallès (Barcelona) Spain<br>	1997	Commercial	Coordination of the marketing, sales and logistics for all the Group’s subsidiaries operating in other<br>countries.	99.998	%	0.002	%	99.998	%	0.002	%	99.998	%	0.002	%

Grifols Italia S.p.A	Via Carducci, 62d <br> 56010 Ghezzano <br>Pisa, Italy	1997	Commercial	Purchase, sale and distribution of chemical-pharmaceutical products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols UK Ltd.	Gregory Rowcliffe & Milners, 1 Bedford Row, London WC1R 4BZ United Kingdom	1997	Commercial	Distribution and sale of therapeutic and other pharmaceutical products, especially haemoderivatives.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Brasil, Lda.	Rua Umuarama, 263 Condominio Portal da Serra Vila Perneta CEP 83.325-000 Pinhais Paraná, Brazil	1998	Commercial	Import and export, preparation, distribution and sale of pharmaceutical and chemical products for laboratory and hospital use, and medical-surgical equipment and instruments.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols France, S.A.R.L.	Arteparc, Rue de la Belle du Canet, Bât. D, Route de la Côte d’Azur, 13590 Meyreuil France	1999	Commercial	Commercialisation of chemical and healthcare products.	99.990	%	0.010	%	99.990	%	0.010	%	99.990	%	0.010	%

Grifols Polska Sp.z.o.o.	Grzybowska 87 street00-844 Warsaw, Poland	2003	Commercial	Distribution and sale of pharmaceutical, cosmetic and other products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols México, S.A. de C.V.	Calle Eugenio Cuzin, nº 909-913 <br> Parque Industrial Belenes Norte <br> 45150 Zapopán <br>Jalisco, Mexico	1993	Commercial	Production, manufacture, adaptation, conditioning, sale and purchase, commissioning, representation<br>and consignment of all kinds of pharmaceutical products and the acquisition of machinery, equipment,<br> raw materials, tools, movable goods and property for the aforementioned purposes.	99.999	%	0.001	%	100.000	%	—	%	100.000	%	—	%

Grifols Nordic, AB	Sveavägen 166<br>11346 Stockholm<br>Sweden	2010	Commercial	Research and development, production and marketing of pharmaceutical products, medical devices and any other asset deriving from the aforementioned activities.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Colombia, Ltda	Carrera 7 No. 71 52 Torre <br>B piso 9<br>Bogotá. D.C.<br>Colombia	2010	Commercial	Sale, commercialisation and distribution of medicines, pharmaceutical (including but not limited to haemoderivatives) and hospital products, medical devices, biomedical equipment, laboratory instruments and reagents for diagnosis and/or healthcare software.	—	%	—	%	99.990	%	0.010	%	99.990	%	0.010	%

Grifols Deutschland GmbH	Lyoner Strasse 15, D-<br> 60528 Frankfurt am Main <br>Germany	2011	Commercial	Procurement of the official permits and necessary approval for the production, commercialisation and distribution of products deriving from blood plasma, as well as the import, export, distribution and sale of reagents and chemical and pharmaceutical products, especially for laboratories and health centres<br> and surgical and medical equipment and instruments.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023


Grifols Canada, Ltd.	5060 Spectrum Way, Suite 405<br>(Principal Address)<br>Mississauga,<br>Ontario L4W 5N5<br> Canada	2011	Commercial	Distribution and sale of biotechnological products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Pharmaceutical Technology (Shanghai) Co., Ltd.<br>	Unit 901-902, Tower 2, No.<br>1539, West Nanjing Rd.,<br>Jing’an District, Shanghai<br>200040<br>China	2013	Commercial	Pharmaceutical consultancy services (except for diagnosis), technical and logistical consultancy<br>services, business management and marketing consultancy services.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols (H.K.), Limited	Units 1505-7 BerKshire House,<br>25 Westlands Road<br>Hong Kong	2014	Commercial	Distribution and sale of diagnostic products.	—	%	55.000	%	—	%	55.000	%	—	%	66.790	%

Grifols Japan K.K.	Hilton Plaza West Office Tower,<br>19th floor. 2-2, Umeda 2-chome,<br>Kita-ku Osaka-shi<br>Japan	2014	Commercial	Research, development, import and export and commercialisation of pharmaceutical products, devices and diagnostic instruments.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols India Healthcare Private Ltd	Regus Business Centre<br>Pvt.Ltd.,Level15,Dev Corpora,<br>Plot No.463,Nr. Khajana<br>East.Exp.Highway,Thane (W),<br>Mumbai - 400604,<br>Maharashtra<br>India	2014	Commercial	Distribution and sale of pharmaceutical products.	99.984	%	0.016	%	99.984	%	0.016	%	99.984	%	0.016	%

Grifols Diagnostics Equipment Taiwan Limited	8F., No.367, Fuxing N. RD.,<br>Songshang Dist., Taipei City<br>10543, Taiwan	2016	Commercial	Distribution and sale of diagnostic products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Viajes, S.A.	Can Guasch, 2<br>08150 Parets del Vallès<br>Barcelona, Spain	1995	Services	Travel agency exclusively serving Group companies.	99.900	%	0.100	%	99.900	%	0.100	%	99.900	%	0.100	%

Squadron Reinsurance Designated Activity Company<br>	The Metropolitan Building, 3rd Fl.<br>James Joyce Street,<br>Dublin<br>Ireland	2003	Services	Reinsurance of Group companies’ insurance policies.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Shared Services North America, Inc.<br>	2410 Lillivale Avenue<br>90032 Los Angeles, California<br>United States	2011	Services	Support services for the collection, manufacture, sale and distribution of plasma derivatives and related<br>products.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Araclon Biotech, S.L.	Avenida Vía Hispanidad, número 21<br>Zaragoza, España	2012	Research	Creation and commercialisation of a blood diagnosis kit for the detection of Alzheimer’s and development of effective immunotherapy (vaccine) against this disease.	—	%	77.118	%	—	%	75.880	%	—	%	75.880	%

Grifols Innovation and New Technologies Limited	Grange Castle Business<br>Park, Grange Castle,<br>Clondalkin, Dublin 22,<br>Ireland	2016	Research	Biotechnology research and development	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Kiro Grifols S.L<br>	Polígono Bainuetxe, 5, 2º<br>planta, Aretxabaleta,<br>Guipúzcoa<br>Spain	2014	Research	Development of machines and equipment to automate and control key points of hospital processes, and hospital pharmacy processes.	99.700	%	0.300	%	99.700	%	0.300	%	99.700	%	0.300	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023

Aigües Minerals de Vilajuiga, S.A.	Carrer Sant Sebastià, 2, 17493 Vilajuïga, Girona, Spain	2017	Industrial	Collection and use of mineral-medicinal waters and obtaining of all necessary administrative concessions for the optimum and widest use of these.<br>	99.990	%	0.010	%	99.990	%	0.010	%	99.990	%	0.010	%

Grifols Bio Supplies Inc. (before Interstate Blood Bank, Inc.)	5700 Pleasantville Road<br>Memphis, Tennessee<br>United States	2016	Industrial	Procurement of human plasma.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Haema, GmbH (formerly Haema, AG)	LandsteinerstraBe 1, 04103 Leipzig - Germany	2018	Industrial	Procurement of human plasma.	—	%	—	%	—	%	—	%	—	%	—	%

BPC Plasma, Inc (formerly Biotest Pharma Corp)	901 Yamato Rd., Suite<br>101, Boca Raton FL<br>33431 - United States	2018	Industrial	Procurement of human plasma.	—	%	—	%	—	%	—	%	—	%	—	%

Haema Plasma Kft.	Bajcsy-Zsilinszky út 12.,<br>1051 Budapest (Hungría)	2021	Industrial	Procurement of human plasma.	—	%	80.400	%	—	%	100.000	%	—	%	—	%

Alkahest, Inc.	3500 South DuPont Hwy,<br>Dover, County of Kent<br>United States	2015	Research	Development of novel plasma-based products for the treatment of cognitive decline in aging and disorders of the central nervous system (CNS).	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Plasmavita Healthcare GmbH	Colmarer Strasse 22,<br>60528 Frankfurt am Main<br>- Germany	2018	Industrial	Procurement of human plasma.	—	%	50.000	%	—	%	50.000	%	—	%	50.000	%

Plasmavita Healthcare II GmbH	Garnisongasse 4/12, 1090<br>Vienna, Austria	2019	Industrial	Procurement of human plasma.	—	%	50.000	%	—	%	50.000	%	—	%	50.000	%

Grifols Canada <br>Therapeutics Inc.<br> (formerly Green Cross <br>Biotherapeutics; Inc)	2911 Avenue Marie Curie, Arrondissement de Saint-Laurent, Quebec <br>Canada	2020	Industrial	Conducting business in Pharmceuticals and Medicines Industry	0.020	%	99.980	%	0.020	%	99.980	%	0.020	%	99.980	%

Grifols Laboratory Solutions, Inc	Corporation Trust Center,<br>1209, Orange Street,<br>Wilmington, New Castle<br> Country, Delaware, <br>19801<br>United States	2020	Services	Engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Korea Co., Ltd.	302 Teheran-ro, <br> Gangnam-gu, Seoul <br>(Yeoksam-dong)<br>Korea	2020	Commercial	Import, export of diagnostic in vitro products and solutions.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

Grifols Middle East & Africa LLC	Office No. 534, 5th floor, NamaaBuilding No.155, Ramses Extension Street, Al Hay Al Sades, Nasr City, Cairo<br>Egypt	2021	Services	Providing consultation (except for those stipulated in Article 27 of the Capital Market Law and its executive regulations) and carry out those commercial activities that are permitted by the law.	99.990	%	0.010	%	99.990	%	0.010	%	99.990	%	0.010	%

GigaGen Inc.	407 Cabot Road<br>South San Francisco, CA 94080, United States	2017	Industrial	Engage in any lawful act or activity for which corporations may be organized under General Corporation Law.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Pyrenees Research Center, S.L.	C/ Prat de la Creu, 68-76, Planta 3ª, Edifici Administratiu del Comú d’Andorra la Vella<br>Andorra	2021	Industrial	Constitution, development and management of operations of a research and development center in all areas of immnology, dedicated to find possible solutions for therapeutic applications.	—	%	—	%	—	%	100.000	%	—	%	80.000	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023


Grifols Bio North America LLC	251 Little Falls Drive, Wilmington, New Castle County, 19808, Delaware <br>United States	2021	Industrial	Engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Biomat Holdings LLC	2410 Grifols Way, Los Angeles, California, 90032, United States.	2023	Services	Administration and financing services to Immunotek donor centers.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Biomat Holdco, LLC.	251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808<br>United States	2021	Services	Engage in any lawful act or activity for which corporations may be organized under General Corporation Law of Delaware.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Biomat Newco, Corp.	251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808<br>United States	2021	Services	Engage in any lawful act or activity for which corporations may be organized under General Corporation Law of Delaware.	—	%	91.400	%	—	%	90.000	%	—	%	88.600	%

Grifols Canada Plasma II, Inc. (formerly Prometic Plasma Resources, Inc.)	2911 Avenue Marie-Curie,Montréal, <br>Quebec H4S 0B7,<br>Canadá	2021	Industrial	Procurement of human plasma.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Grifols Canada Plasma – Ontario Inc. (formerly Canada Inc.)	5060 Spectrum Way, STE 405,Mississauga,<br>Ontario L4W 5N5,<br>Canada	2023	Services	Administration, operating management and control services of plasma recollecting centers, directly or indirectly, through its affiliates.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Albimmune, S.L.	Parque Empresarial Can Sant Joan, Avda de la Generalitat, 152-156, Sant Cugat del Vallès, 08174, Barcelona España	2022	Research	The purpose of the company is the research, development and exploitation of a project on the application of the use of albumin as a medicine	—	%	51.000	%	—	%	51.000	%	—	%	51.000	%

Biotest, AG	Landsteinerstr. 5, D-63303 Dreieich, Germany	2022	Industrial	Development, manufacture and distribution of biological, chemical, pharmaceutical, human and veterinary medical, cosmetic and dietary products as well as containers, devices, machines and accessories for medical, pharmaceutical and analytical purposes, as well as research in these fields. Furthermore the activity (especially research development, production and distribution) in the field of plant protection and plant breeding, the field of testing and purification of soil, water and air and in the field of products, materials and techniques used in space.	26.195	%	54.205	%	24.700	%	45.480	%	24.700	%	45.480	%

Biotest Austria, GmbH	Einsiedlergasse 58, A-1050, Vienna, Austria	2022	Industrial	Distribution of pharmaceutical products.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Italia, S.R.L. (merged with Grifols Italia S.p.A)	Via Leonardo da Vinci 43, I-20090 Trezzano sul Naviglio MI, Italy	2022	Industrial	Distribution of pharmaceutical products.	—	%	—	%	—	%	—	%	100.000	%	—	%

Biotest (UK) Ltd. (merged with Grifols UK, Ltd.)	17 High Street, B31 2UQ Longbridge Birmingham, United Kingdom	2022	Industrial	Distribution of pharmaceutical products.	—	%	—	%	—	%	100.000	%	—	%	100.000	%

Biotest (Schweiz) AG	Schützenstrasse 17, CH-5102 Rupperswil, Switzerland	2022	Industrial	Distribution of pharmaceutical products.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Hungaria Kft	Torbágy utca 15/ A, Törökbálint 2045, Hungary	2022	Industrial	Procurement of human plasma.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Farmacêutica LTDA (merged with Grifols Brasil Ltda.)	Rua José Ramos Guimarães, 49 A Centro, 12955-000, Bom Jesus dos Perdões – SP, Brasil	2022	Industrial	Distribution of pharmaceutical products.	—	%	—	%	—	%	—	%	100.000	%	—	%

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APPENDIX I

GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023

Biotest Hellas M.E.P.E.	45 Michalakopoulou Str., 11528 Athens, Greece	2022	Research	Research and development of solutions in the Biopharma area.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest France SAS (merged with Grifols France S.A.R.L.)	45/47 rue d’Hauteville, 75010 Paris, France	2022	Services	The purpose of the company is to act as an agent and support the group companies.	—	%	—	%	—	%	—	%	100.000	%	—	%

Biotest Pharmaceuticals Ilaç Pazarlama Anonim Sirketi	Nishstanbul, Cobançesme Mahallesi, 34197 Bahçeliever, Istanbul, Turkey	2022	Research	Research and development of solutions in the Biopharma area.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Medical, S.L.U. (merged with Grifols Movaco, S.A.)	C/ Frederic Mompou, nº 5, 6º 3ª A, 08960 Sant Just Desvern, Barcelona, Spain	2022	Industrial	Distribution of pharmaceutical products.	—	%	—	%	—	%	—	%	100.000	%	—	%

Biotest Pharma, GmbH	Landsteinerstr. 5, D-63303 Dreieich, Germany	2022	Industrial	Carry out the development and production activities in the Biopharma area.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Lux S.à.r.l.	17, Boulevard F.W. Raiffeisen L-2411 Luxembourg	2023	Services	Providing financing and centralisation of services for Biotest companies.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest Grundstücksverwaltungs GmbH	Landsteinerstr. 5, D-63303 Dreieich, Germany	2022	Services	Management of own assets.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Plasma Service Europe GmbH	Landsteinerstr. 5, D-63303 Dreieich, Germany	2022	Industrial	Procurement of human plasma.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Cara Plasma s.r.o.	Jungmannova 745/24 - Nové Město, 110 00 Praha 1, Czech Republic	2022	Industrial	Procurement of human plasma.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Plazmaszolgálat Kft	Torbágy utca 15/ A, Törökbálint 2045, Hungary	2022	Industrial	Procurement of human plasma.	—	%	80.400	%	—	%	70.180	%	—	%	70.180	%

Biotest MidCo GmbH	Colmarer Strasse 22, 60528 Frankfurt am Main <br>Alemania	2025	Services	Participating, collaborating and directing the management of companies and other businesses, in particular as a general partner of Biotest GmbH & Co. KGaA.	100.000	%	—	%	—	%	—	%	—	%	—	%

Biotest Management GmbH	Colmarer Strasse 22, 60528 Frankfurt am Main <br>Alemania	2025	Services	Undertaking responsibility and personal management, as a general partner of Biotest GmbH & Co. KGaA, to promote the corporate purpose of its investee company and to provide it with business management services	—	%	100.000	%	—	%	—	%	—	%	—	%

Grifols Biotest Holdings GmbH	Colmarer Str. 22, 60528 Frankfurt am Main, Germany	2022	Services	Management of own assets as well as the acquisition, sale, holding and management of shares in other companies in Germany and abroad in the company’s own name and on its own account (not third parties), in particular in Biotest AG with registered offices in Dreiech.	100.000	%	—	%	100.000	%	—	%	100.000	%	—	%

AlbaJuna Therapeutics, S.L	Hospital Germans Trias i Pujol, carretera de Canyet, s/n, Badalona, Spain	2016	Research	Development and manufacture of therapeutic antibodies against HIV.	—	%	100.000	%	—	%	100.000	%	—	%	100.000	%

Equity-accounted investees and others

Mecwins, S.L. (no longer associated)	Avenida Fernandos Casas Novoa, 37<br> Santiago de Compostela, <br>Spain	2013	Research	Research and production of nanotechnological, biotechnological and chemical solutions.	—	%	—	%	—	%	—	%	—	%	24.590	%

Medcom Advance, S.A (dissolved)	Av. Roma, 35 Entresuelo 1, 08018 Barcelona; Spain	2019	Research	Research and development of nanotechnological solutions.	—	%	—	%	—	%	—	%	—	%	45.000	%

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GRIFOLS, S.A. AND SUBSIDIARIES

Information on Group Companies, Associates and others for the years ended 31 December 2025, 2024 and 2023

Shanghai RAAS Blood Products Co. Ltd. (no longer associated)	2009 Wangyuan Road, Fengxian District, Shanghai	2020	Industrial	Introducing advanced and applicable technologies, instruments and scientific management systems for manufacturing and diagnosis of blood products, in order to raise the production capacity and enhance quality standards of blood products to the international level.	—	%	—	%	—	%	—	%	26.580	%	—	%

Grifols Egypt for Plasma Derivatives (S.A.E.)	Tolip El Narges Hotel, Teseen Streett, Fifth Settlement, Cairo<br>Egypt	2021	Industrial	Establish and operate a plasma fractionation plant, regardless of whether the plasma is collected locally or imported, as well as its filling and packaging.	49.000	%	—	%	49.000	%	—	%	49.000	%	—	%

Biotek America LLC (“ITK JV”)	1430 East Southlake Blvd Suite 200 Southlake TX 76092 Estados Unidos	2021	Industrial	Build and manage until the opening of donor plasma centers in the United States.	—	%	—	%	—	%	75.000	%	—	%	75.000	%

BioDarou PLC	Sarparast St., Italia St.<br> Felestin Ave, 1416653163 <br>Tehran, Iran	2022	Industrial	Procurement of human plasma.	—	%	39.400	%	—	%	34.388	%	—	%	34.388	%

Grifols Canada Plasma, Inc.	200-2010 Winston Park<br>Drive Oakville, ON<br>L6H5P7, Canada	2025	Industrial	Procurement of human plasma.	—	%	50.100	%	—	%	—	%	—	%	—	%

This appendix is part of note 2 from the consolidated financial statements.

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GRIFOLS, S.A. AND SUBSIDIARIES

Accounting statement of results and liquidity

(expressed in millions of Euros)


		Millions of Euros
Estimated distributable profits until July 28, 2025
Estimated net income after taxes from the beginning of the fiscal year to July 28, 2025		177
Less, required allocation to legal reserve		0
Estimated distributable profits until July 28, 2025		177

Interim dividend distributed		103

Cash flow forecast for the period from July 28, 2025 to July 28, 2026:
Cash balance as of July 28, 2025		1
Projected colelctions		1,264
Projected payments, including interim dividend		-1,199
Projected cash balance as of July 28, 2026		66

F-139

Exhibit 2.9

FOURTH SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE, dated as of April 14, 2026 (this “Supplemental Indenture”), among Grifols International Services Designated Activity Company and Grifols International Services USA Inc. (each a “Guaranteeing Subsidiary”), Grifols, S.A. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) under the indenture below.

W I T N E S S E T H:

WHEREAS, the Issuer has executed and delivered to Trustee an indenture, dated October 5, 2021 (as amended and supplemented on April 21, 2022, September 28, 2022 and July 21, 2023, the “Indenture”), providing for the issuance of €1,400,000,000 aggregate principal amount of 3.875% Senior Notes due 2028 (the “Euro Notes”) and $705,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”) on the terms and subject to the conditions set forth in the Indenture;

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Sections 9.01(g) of the Indenture, the Issuer, each Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

(a)Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

(b)Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 10 of the Indenture on a senior basis.

(3)Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(5)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


	Grifols International Services Designated Activity Company, as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]

	Grifols International Services USA Inc., as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]


	BNY Mellon Corporate Trustee Services Limited, as Trustee

	By:	/s/ Michael Lee
		Name: MICHAEL LEE
		Title: AUTHORISED SIGNATORY

[Signature Page of Supplemental Indenture]

Acknowledged by:

Grifols, S.A., as Issuer

By:	/s/ Rahul Srinivasan
	Name: Rahul Srinivasan
	Title: Authorized Signatory

[Signature Page of Supplemental Indenture]

Exhibit 2.12

Execution Version

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of November 13, 2025, is entered into by and among Grifols, S.A., (the “Issuer”), the other parties that are signatories hereof as guarantors (collectively, the “Guarantors” and each a “Guarantor”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and The Bank of New York Mellon, London Branch, as Notes Collateral Agent (the “Notes Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, the Trustee, the Notes Collateral Agent and The Bank of New York Mellon SA/NV, Dublin Branch, as registrar, have heretofore executed an indenture, dated April 30, 2024 (the “Indenture”), providing for the initial issuance of €1,000,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2030 on the terms and subject to the conditions set forth in the Indenture (the “Initial Notes”);

WHEREAS, on June 4, 2024, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent executed a supplemental indenture to the Indenture for purposes of issuing an additional €300,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2030 (the “Additional Notes” and, together with the Initial Notes, the “Notes”) pursuant to Section 2.2(f) of the Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Issuer has solicited the consent of the Holders of the Notes to certain amendments to the Indenture pursuant to that certain Consent Solicitation Statement dated November 4, 2025 (the “Consent Solicitation Statement”);

WHEREAS, upon the request from the Issuer, in accordance with Section 9.01 of the Indenture, the Issuer and the Trustee have agreed to certain additional amendments to the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Issuer and all conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement of the Issuer and the Guarantors enforceable in accordance with its terms have been duly performed and complied with; and

WHEREAS, the Issuer represents and warrants that it has, pursuant to Article 9.02 of the Indenture, received the required consents from the Holders of at least a majority of the aggregate principal amount of the outstanding Notes voting as a single class to the amendments to the Indenture set forth in this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Operativeness of this Supplemental Indenture.

(a)This Supplemental Indenture shall be effective upon (i) receipt by the Trustee and Notes Collateral Agent of duly executed counterparts of this Supplemental Indenture that bear the signatures of the Issuer, the Trustee, the Notes Collateral Agent and the Guarantors and (ii) receipt by the Trustee and Notes Collateral Agent of such Officer’s Certificates and Opinions of Counsel as may be required by the Trustee and Notes Collateral Agent in accordance with the provisions of the Indenture in connection with the execution of indenture supplements.

(b)The amendments set forth in Sections 3 and 4 hereof shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as provided for in Sections 3 and 4 below, upon the payment by the Issuer of the Consent Payment on or prior to the Consent Payment Date (as defined in the Consent Solicitation Statement).

(3)Amendments with the consent of the Holders.

Pursuant to Section 9.02 of the Indenture, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows:

(a)The definition of “Permitted Refinancing Indebtedness” in Section 1.01 of the Indenture is hereby amended by (i) adding the word “and” at the end of the sub-section (4), (ii) removing the word “and” from the end of sub-section (5) and (iii) removing sub-section (6) in its entirety.

(b)Section 4.16 of the Indenture is hereby amended by (i) removing reference to a sub-section (a) and (ii) removing sub-sections (b) and (c) in their entirety.

(4)Amendments without the consent of the Holders.

Pursuant to Section 9.01 of the Indenture, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows:

(a)All the references to “Credit Agreement” shall be replaced with “First Lien Credit Facilities”.

(b)Section 1.01 of the Indenture is hereby amended as follows:

i.The definitions of “EIB Secured Parties”, “Intercreditor Secured Parties” and “Investment Grade Status” shall be removed.

ii.The definition of “2025 Secured Notes” is hereby amended by replacing the reference to “Company” with “Issuer”.

iii.The definition of “Business Day” is hereby amended by replacing the wording of subitem (ii) thereof with the following: “in the event that any payment by the Issuer of the principal of, and premium, if any, and interest on, the Notes is to be made in

Euro, on which the real time gross settlement system operated by the Eurosystem (T2), or any successor system is open for the settlement of payments in Euro”.

iv.The definition of “Fixed Charge Coverage Ratio” of the Indenture is hereby amended by replacing “Pro-Forma” with “pro forma” in the fourteenth line of the paragraph.

v.The definition of “Junior Lien Property” is hereby amended by (i) adding the wording “, relative to specified” after the word means, in the first line of the paragraph, (ii) replacing the phrase “that is secured by” with “having”, in the first line of the paragraph, (iii) adding the word “specified” immediately before the word “Collateral”, in the second line of the paragraph, (iv) replacing the word “the” with “such” in the second line of the paragraph and (v) replacing the wording “the Notes” with the phrase “such specified Indebtedness” in the third line of the paragraph.

vi.The definition of “Material Intellectual Property” is hereby amended by (i) removing the comma after the word “thereof” in the last line of sub-item (1) and (ii) removing the comma after the word “therewith” in the last line of sub-item (3).

vii.The definition of “Pension Plan” is hereby amended by (i) replacing “Employee Benefit Plan” with “employee benefit plan” in the first line and (ii) replacing “Multiemployer Plan” with “multiemployer plan” in the second line.

viii.The definition of “Permitted Investment” is hereby amended by replacing “(d)(iii)(B)” with “(iii)(B)”, in its sub-section (20).

ix.The definition of “Private Placement Global Note” is hereby amended by replacing “relying” with “in reliance” in the sixth line of the paragraph.

x.The definition of “Secured Leverage Ratio” is hereby amended by removing the word “fiscal” following “four-fiscal” in the last line of the paragraph.

xi.The definition of “Transactions” is hereby amended by (i) adding “Initial” immediately prior to the word Notes and (ii) replacing “hereby” with “hereunder”.

xii.The definition of “Unrestricted Subsidiary” is hereby amended in its sub-section (3) by replacing “Company” with “Issuer”, in the third line of the paragraph.

(c)Section 2.06 of the Indenture is hereby amended by (i) replacing all references to “Exhibit C or Exhibit D” with “Exhibit B” and (ii) replacing all references to “Exhibit E or Exhibit F” with “Exhibit C”.

(d)Section 2.08(a) of the Indenture is hereby amended by replacing the reference to clause “(e)” with “(d)” in the last line of the paragraph.

(e)Section 3.03(b) of the Indenture is hereby amended by replacing the reference to clause “3.07(b)” with “3.07(c)”.

(f)Section 3.07(e) of the Indenture is hereby amended by (i) replacing “2027 Notes or the 2025 Notes” with “Notes” and (ii) removing “as applicable,” in the fourth line of the paragraph.

(g)Section 3.08(a) of the Indenture is hereby amended by adding the word “that” immediately after the word “provided” in the third line of the paragraph.

(h)Section 4.03(a)(i) of the Indenture is hereby amended by replacing “Form” with “form” in the third line of the paragraph.

(i)Section 4.09(b)(xix) of the Indenture is hereby amended by replacing the reference to “Section 4.10(e)” with “the second paragraph of Section 4.10”.

(j)Section 4.10 of the Indenture is hereby amended as follows:

i.Sub-section (d)(iii) is hereby amended by replacing the reference to clauses “(11) and (13)” with “(12) and (14)”.

ii.What is currently referred to as item (e) of Section 4.10 shall hereafter be referred to as the “second paragraph of subsection (d)(iii)”.

iii.Item (2) of the second paragraph of subsection (d)(iii) is hereby amended by replacing the reference to clause “(c)(ii)” with “(iii)(B)”, in the seventh line of the paragraph.

iv.The last paragraph of Section 4.10 is hereby amended by (i) replacing the reference to “Section 4.10(e)” with “the second paragraph” and (ii) replacing the reference to “Section 4.10(d)” with “sub-clause (d)(i)-(iii) of the first paragraph of this Section 4.10”.

(k)Section 4.11(a)(ii) of the Indenture is hereby amended by replacing the reference to clause “(ii)” with “(2)”.

(l)Section 4.12 of the Indenture is hereby amended as follows:

i.Sub-section (c)(i) is hereby amended by replacing “Facility” with “EIB Term Loans”.

ii.Sub-section (c)(i)(1) and sub-section (c)(i)(2) are hereby amended by removing the phrase “(of each series on pro rata basis)” immediately after the word “Notes”.

iii.Sub-section (d) is hereby amended by replacing “Offer” with “offer”.

(m)Section 4.18 of the Indenture is hereby amended as follows:

i.Sub-section (a) is hereby amended by removing the phrase “, plus accrued and unpaid interest, if any, to the purchase date,” in the sixth line of the paragraph.

ii.The second paragraph of Section 4.18, sub-section (a), is hereby amended to replacing “Control of Control” with “Change of Control”.

(n)Section 4.19 of the Indenture is hereby amended by adding a “)” right after the phrase “(but no greater scope))”, in the eighth line of the second paragraph.

(o)Section 4.20 of the Indenture is hereby amended as follows:

i.Sub-section (c)(1) is hereby amended by replacing the “)” with a “,” in the tenth line of the paragraph, right after the term “Suspension Period”.

ii.Sub-section (c)(2) is hereby amended by replacing the “Preferred Stock” with a “preferred stock”.

iii.Sub-section (d) is hereby amended by (i) replacing the word “Termination” with “Suspension” immediately before the word “Event”, (ii) removing the words “Covenant Termination” in the second line of the paragraph and (iii) adding the phrase “Suspension Date, and the occurrence of any Reversion” immediately after the word “relevant”.

(p)Section 4.21(a)(ix) of the Indenture is hereby amended by (i) replacing the reference to clause “(1)” with “(i)” and (ii) replacing the reference to clause “(8)” with “(viii)”.

(q)Section 6.04 of the Indenture is hereby amended by (i) adding a “,” after “the Trustee may”, in the second line of the paragraph and (ii) replacing the “o” with a “,” after “all of the Notes” in the second line of the paragraph.

(r)Section 7.11(n) of the Indenture is hereby amended by replacing the word “the” with “this” in the tenth line of the paragraph, immediately prior to the word “Indenture”.

(s)Section 9.01 of the Indenture is hereby amended as follows:

i.Sub-section (e) of the Indenture is hereby amended by (i) removing the word “to” at the beginning of the paragraph and (ii) adding the word “Other” in the sixth line of the paragraph, before the phrase “Pari Passu Lien Obligations”.

ii.Sub-section (h) is hereby amended by replacing the current text with “[reserved]”.

iii.Sub-section (k) is hereby amended by adding the word “or” after “depositary;”.

iv.Sub-section (l) is hereby amended by removing the word “to” at the beginning of the paragraph.

(t)Section 10.03 of the Indenture is hereby amended by replacing “Exhibit G” with “Exhibit D”.

(u)Section 10.06(f) of the Indenture is hereby amended by replacing all references to the wording “the Indenture, this Supplemental Indenture” with “this Indenture”.

(v)Section 11.01 of the Indenture shall be amended as follows:

i.Sub-section (a) is hereby amended by adding the phrase “(except as provided in Section 11.07)” in the third line of the paragraph, after the words “Issue Date”.

ii.Sub-section (b) is hereby amended by adding the phrase “a new debt intercreditor joinder agreement to accede to” in the second line of the paragraph, right before the phrase “Pari Passu Intercreditor Agreement”.

(w)Section 13.01 of the Indenture shall be amended as follows:

i.The “Attention” and “E-mail” lines in relation to the Issuer are hereby amended by replacing: (i) “Alfredo Arroyo” with “Rahul Srinivasan”, and (ii) “alfredo.arroyo@grifols.com” with “rahul.srinivasa@grifols.com”.

(x)Section 13.05(b) of the Indenture is hereby amended by replacing “of” with “or of” in the fourth line of the paragraph prior to “any Guarantor”.

(y)Section 13.11 of the Indenture is hereby amended by replacing “Cross-Reference Table” with “Section 1.02”.

(z)The form of Notes attached as Exhibit A to the Indenture (the “Form of Notes”) shall be hereby amended as follows:

i.Section 7 of the Form of Notes is hereby amended by replacing the wording “to be calculated in accordance with Section 3.07 as if such Notes were the subject to a redemption by the Issuer on such Purchase Date” with the wording “equal to 100% of the principal amount thereof”.

ii.Section 9, sub-section (a) of the Form of Notes is hereby amended by replacing “to be calculated” with “equal to the price determined”.

iii.The first sentence of Section 10 of the Form of Notes is hereby amended by (i) replacing “mail” with “send”, (ii) replacing “mailed” with “sent a” and (iii) removing “by first class mail” in the second line of the paragraph, immediately prior to the phrase “at least 15 days”.

iv.Annex “Option of Holder to Elect Purchase” of the Form of Notes, is hereby amended, in its last paragraph, by removing the word “Security” in the fourth line of the paragraph.

v.The “Attention” line of Section 21 of the Form of Notes is hereby amended by replacing: “Alfredo Arroyo” with “Rahul Srinivasan”.

(aa)The page number of Exhibit D is hereby amended by replacing “G-1” with “D-1”.

(5)Ratification of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Without limiting the generality of the foregoing, each Guarantor agrees and confirms that the Guarantee it provided pursuant to the Indenture is hereby reaffirmed and shall continue in full force and effect as unconditional guarantee of all of the Issuer’s obligations under the Notes (which include, for greater certainty, all obligations under Additional Notes) and the Indenture and subject to the conditions set forth in the Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

(6)Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(7)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(8)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(9)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

	GRIFOLS, S.A., as Issuer

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS BIOLOGICALS LLC, as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS INTERNATIONAL S.A., as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS SHARED SERVICES NORTH<br>AMERICA, INC, as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS THERAPEUTICS LLC, as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

[Signature Page to Supplemental Indenture]

	GRIFOLS USA LLC, as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS WORLDWIDE OPERATIONS<br>LIMITED, as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS WORLDWIDE OPERATIONS USA,<br>INC., as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

	GRIFOLS BIOTEST HOLDINGS GMBH, as<br>Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Managing Director

	By:	/s/ Dr. Petros Gatsios
	Name:	Dr. Petros Gatsios
	Title:	Managing Director

	INSTITUTO GRIFOLS S.A., as Guarantor

	By:	/s/ Rahul Srinivasan
	Name:	Rahul Srinivasan
	Title:	Authorized signatory

[Signature Page to Supplemental Indenture]

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, not in its individual capacity but solely as Trustee

By:	/s/ Agnieszka Gozdz
Name:	Agnieszka Gozdz
Title:	Authorised Signatory

THE BANK OF NEW YORK MELLON, LONDON BRANCH, not in its individual capacity but solely as Notes Collateral Agent

/s/
By:	/s/ Agnieszka Gozdz
Name:	Agnieszka Gozdz
Title:	Authorised Signatory

[Signature Page to Supplemental Indenture]

Exhibit 2.13

THIRD SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2026, among Grifols International Services Designated Activity Company and Grifols International Services USA Inc. (each a “Guaranteeing Party”), Grifols, S.A. (the “Issuer”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as Notes Collateral Agent (the “Notes Collateral Agent”), and The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar (the “Registrar”) under the indenture below.

W I T N E S S E T H:

WHEREAS, the Issuer, the guarantors party thereto, the Trustee, the Notes Collateral Agent and the Registrar have heretofore executed an indenture, dated April 30, 2024 (as amended and supplemented on June 4, 2024 and November 13, 2025, the “Indenture”), providing for the issuance of €1,300,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2030 (the “Notes”) on the terms and subject to the conditions set forth in the Indenture;

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Party shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Party shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01(g) of the Indenture, the Issuer, each Guaranteeing Party and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder of the Notes.

(1)“Capitalized Terms”. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)“Agreement to Guarantee”. Each Guaranteeing Party hereby agrees as follows:

(a)Each Guaranteeing Party hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Party agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

(b)Each Guaranteeing Party agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes. the Trustee and the Notes Collateral Agent the Obligations pursuant to Article 10 of the Indenture on a senior basis.

(3)Execution and Delivery. Each Guaranteeing Party agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(6)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

	Grifols International Services Designated Activity Company, as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]


	Grifols International Services USA Inc., as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]


	BNY Mellon Corporate Trustee Services Limited, as Trustee

	By:	/s/ Michael Lee
		Name: MICHAEL LEE
		Title: AUTHORIZED SIGNATORY

[Signature Page of Supplemental Indenture]

Acknowledged by:

Grifols, S.A., as Issuer

By:	/s/ Rahul Srinivasan
	Name: Rahul Srinivasan
	Title: Authorized Signatory

[Signature Page of Supplemental Indenture]

Exhibit 2.15

SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, the Issuer, the guarantors party thereto, the Trustee, the Notes Collateral Agent and the Registrar have heretofore executed an indenture, dated December 19, 2024 (as amended and supplemented, the “Indenture”), providing for the issuance of €1,300,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2030 (the “Notes”) on the terms and subject to the conditions set forth in the Indenture;

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. Each Guaranteeing Party hereby agrees as follows:

(6)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


	Grifols International Services Designated Activity Company, as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]


	Grifols International Services USA Inc., as Guarantor

	By:	/s/ Rahul Srinivasan
		Name: Rahul Srinivasan
		Title: Authorized Signatory

[Signature Page of Supplemental Indenture]

s
	BNY Mellon Corporate Trustee Services Limited, as Trustee

	By:	/s/ Michael Lee
		Name: MICHAEL LEE
		Title: AUTHORISED SIGNATORY

[Signature Page of Supplemental Indenture]

Acknowledged by:

Grifols, S.A., as Issuer

By:	/s/ Rahul Srinivasan
	Name: Rahul Srinivasan
	Title: Authorized Signatory

[Signature Page of Supplemental Indenture]

Exhibit 4.1

Execution Version

PUBLISHED CUSIP NUMBER: G4124RAA4

CUSIP (REVOLVER): G4124RAB2

CUSIP (USD TERM B): G4124RAC0

CUSIP (EUR TERM B): G4124RAD8

CREDIT AGREEMENT

among

GRIFOLS INTERNATIONAL SERVICES DESIGNATED ACTIVITY COMPANY,

AND GRIFOLS INTERNATIONAL SERVICES USA INC.,

as Borrowers

GRIFOLS, S.A.

AND CERTAIN SUBSIDIARIES OF GRIFOLS, S.A.,

as Guarantors,

VARIOUS LENDERS,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY, BANK OF AMERICA, N.A., J.P. MORGAN SECURITIES PLC, BANCO SANTANDER, S.A., DNB BANK ASA, SWEDEN BRANCH, CITIBANK, N.A., LONDON BRANCH, COMMERZBANK AKTIENGESELLSCHAFT, DEUTSCHE BANK AKTIENGESELLSCHAFT, GOLDMAN SACHS BANK EUROPE SE, HSBC CONTINENTAL EUROPE, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, UBS AG LONDON BRANCH AND ING BANK N.V., SUCURSAL EN ESPAÑA

as Joint Bookrunners,

and

NOMURA SECURITIES INTERNATIONAL, INC.

as Co-Manager

Senior Secured Credit Facilities

Dated as of April 14, 2026

TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1

Section 1.01	Defined Terms	1
Section 1.02	Other Interpretive Provisions	76
Section 1.03	Accounting Terms	77
Section 1.04	Rounding	78
Section 1.05	References to Agreements, Laws, Etc	78
Section 1.06	Times of Day	78
Section 1.07	Timing of Payment or Performance	78
Section 1.08	Limited Condition Transactions	78
Section 1.09	Pro Forma Calculations	79
Section 1.10	Letters of Credit	81
Section 1.11	Certifications	81
Section 1.12	Certain Determinations	81
Section 1.13	Rates	82
Section 1.14	Divisions	83
Section 1.15	Other Foreign Currencies	83
Section 1.16	Spanish Terms	83
Section 1.17	German Terms	84

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		86

Section 2.01	The Loans	86
Section 2.02	Borrowings, Conversions and Continuations of Loans	87
Section 2.03	Letters of Credit	90
Section 2.04	Swing Line Loans	99
Section 2.05	Prepayments	103
Section 2.06	Termination or Reduction of Commitments	119
Section 2.07	Repayment of Loans	119
Section 2.08	Interest	121
Section 2.09	Fees	122
Section 2.10	Computation of Interest and Fees	122
Section 2.11	Evidence of Indebtedness	123
Section 2.12	Payments Generally	123
Section 2.13	Sharing of Payments	125
Section 2.14	Incremental Credit Extensions	126
Section 2.15	Refinancing Amendments	132
Section 2.16	Extension of Term Loans: Extension of Revolving Credit Loans	133
Section 2.17	Defaulting Lenders	138
Section 2.18	Ancillary Facilities.	139
Section 2.19	Appointment of Borrower Representative	142

ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY		143

Section 3.01	Taxes	143
Section 3.02	Illegality	147
Section 3.03	Inability to Determine Rates	147
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Term Benchmark Loan and SONIA Rate Loan Reserves	150
Section 3.05	Funding Losses	151
Section 3.06	Matters Applicable to All Requests for Compensation	151
Section 3.07	Replacement of Lenders under Certain Circumstances	152
Section 3.08	Survival	154


ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		154

Section 4.01	Conditions to Initial Credit Extension	154
Section 4.02	Conditions to All Credit Extensions after the Closing Date	156

ARTICLE V REPRESENTATIONS AND WARRANTIES		156

Section 5.01	Existence, Qualification and Power; Compliance with Laws	157
Section 5.02	Authorization; No Contravention	157
Section 5.03	Governmental Authorization	157
Section 5.04	Binding Effect	157
Section 5.05	Financial Statements; No Material Adverse Effect	158
Section 5.06	Adverse Proceedings, Etc	158
Section 5.07	Ownership of Property; Liens	158
Section 5.08	Environmental Matters	158
Section 5.09	Taxes	159
Section 5.10	ERISA Compliance	159
Section 5.11	Use of Proceeds	159
Section 5.12	Margin Regulations; Investment Company Act	160
Section 5.13	Disclosure	160
Section 5.14	[Reserved]	160
Section 5.15	Intellectual Property; Licenses, Etc	160
Section 5.16	Solvency	161
Section 5.17	USA Patriot Act; OFAC; FCPA	161
Section 5.18	Security Documents	162
Section 5.19	Senior Indebtedness	162
Section 5.20	Healthcare Regulatory Matters	162
Section 5.21	Subsidiaries	165
Section 5.22	Centre of Main Interests and Establishments	165
Section 5.23	EEA Financial Institutions	165
Section 5.24	Beneficial Ownership Certificate	165
Section 5.25	Flood Zone Properties	165
Section 5.26	Section 110 of the TCA	165

ARTICLE VI AFFIRMATIVE COVENANTS		166

Section 6.01	Financial Statements	166
Section 6.02	Certificates; Other Information	168
Section 6.03	Notices	169
Section 6.04	Payment of Taxes	169
Section 6.05	Preservation of Existence, Etc	169
Section 6.06	Health Care Regulatory Matters	170
Section 6.07	Maintenance of Insurance	170
Section 6.08	Compliance with Laws	170
Section 6.09	Books and Records	170
Section 6.10	Inspection Rights	170
Section 6.11	Additional Collateral; Additional Guarantors	171
Section 6.12	Compliance with Environmental Laws	172
Section 6.13	Further Assurances; Post-Closing Obligations	173
Section 6.14	Designation of Subsidiaries	173
Section 6.15	Maintenance of Ratings	173
Section 6.16	Use of Proceeds	174
Section 6.17	Transactions with Affiliates	174
Section 6.18	Guarantor Coverage Test	176
Section 6.19	MIRE Events	176

ii -


Section 6.20	Sanctions, Anti-Corruption, and Anti-Money Laundering Laws	176

ARTICLE VII NEGATIVE COVENANTS		176

Section 7.01	Liens	177
Section 7.02	Investments	182
Section 7.03	Indebtedness	186
Section 7.04	Fundamental Changes	192
Section 7.05	Dispositions	194
Section 7.06	Restricted Payments	197
Section 7.07	Change in Lines of Business	201
Section 7.08	Burdensome Agreements	201
Section 7.09	Consolidated Total Net Leverage Ratio	203
Section 7.10	Fiscal Year	204
Section 7.11	Prepayments, Etc. of Subordinated Indebtedness	204
Section 7.12	Section 110 of the TCA	205

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		205

Section 8.01	Events of Default	205
Section 8.02	Remedies Upon Event of Default	208
Section 8.03	Application of Funds	209
Section 8.04	Borrower Right to Cure	210

ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS		211

Section 9.01	Appointment and Authority	211
Section 9.02	Rights as a Lender	212
Section 9.03	Exculpatory Provisions	212
Section 9.04	Reliance by Administrative Agent	213
Section 9.05	Delegation of Duties	213
Section 9.06	Resignation of Administrative Agent	214
Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	215
Section 9.08	No Other Duties, Etc	215
Section 9.09	Administrative Agent May File Proofs of Claim	215
Section 9.10	Collateral and Guaranty Matters	216
Section 9.11	Cash Management Obligations and Secured Hedge Agreements	218
Section 9.12	Withholding Tax Indemnity	218
Section 9.13	Appointment of the Administrative Agent and Collateral Agent in Spain	219
Section 9.14	ERISA Matters	220
Section 9.15	Recovery of Erroneous Payments	221

ARTICLE X MISCELLANEOUS		222

Section 10.01	Amendments, Etc	222
Section 10.02	Notices and Other Communications	226
Section 10.03	No Waiver; Cumulative Remedies	228
Section 10.04	Attorney Costs and Expenses	228
Section 10.05	Indemnification by the Borrowers	229
Section 10.06	Payments Set Aside	231
Section 10.07	Successors and Assigns	231
Section 10.08	Confidentiality	238
Section 10.09	Setoff	240
Section 10.10	Interest Rate Limitation	240
Section 10.11	Electronic Execution; Electronic Records; Counterparts	240

iii -


Section 10.12	Integration	242
Section 10.13	Survival of Representations and Warranties	242
Section 10.14	Severability	242
Section 10.15	GOVERNING LAW AND CONSENT TO JURISDICTION	242
Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY	243
Section 10.17	Binding Effect	244
Section 10.18	USA Patriot Act	244
Section 10.19	No Advisory or Fiduciary Responsibility	244
Section 10.20	Executive Proceedings	244
Section 10.21	Judgment Currency	245
Section 10.22	Intercreditor Agreements	245
Section 10.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	245
Section 10.24	Acknowledgement Regarding Any Supported QFCs	246

ARTICLE XI GUARANTEE		247

Section 11.01	The Guarantee	247
Section 11.02	Obligations Unconditional	247
Section 11.03	Reinstatement	249
Section 11.04	Subrogation: Subordination	249
Section 11.05	Remedies	249
Section 11.06	Continuing Guarantee	249
Section 11.07	General Limitation on Guarantee Obligations	249
Section 11.08	Release of Guarantors	255
Section 11.09	Right of Contribution	255
Section 11.10	Keepwell	255

iv -


SCHEDULES

1.01A	Commitments
1.01C	Existing Letters of Credit
1.01D	Agreed Security Principles
5.08	Environmental Matters
5.21	Subsidiaries
6.13(b)	Post-Closing Matters
6.17	Affiliate Transactions
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.08	Burdensome Agreements
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of

A-1	Committed Loan Notice
A-2	Swing Line Loan Notice
B	Compliance Certificate
C-1	Term Note
C-2	Revolving Credit Note
C-3	Swing Line Note
D	Solvency Certificate
E-1	Acceptance and Prepayment Notice
E-2	Discount Range Prepayment Notice
E-3	Discount Range Prepayment Offer
E-4	Solicited Discounted Prepayment Notice
E-5	Solicited Discounted Prepayment Offer
E-6	Specified Discount Prepayment Notice
E-7	Specified Discount Prepayment Response
F	[Reserved]
G	[Reserved]
H-1 to H-4	Tax Certificates
I	[Reserved]
J	Assignment and Assumption

CREDIT AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of April 14, 2026, is entered into by and among GRIFOLS INTERNATIONAL SERVICES DESIGNATED ACTIVITY COMPANY, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), GRIFOLS INTERNATIONAL SERVICES USA INC., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), and CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, the Lenders have agreed to extend certain credit facilities to the Borrowers on the Closing Date consisting of $2,000,000,000 aggregate principal amount of Dollar Tranche B Term Loans, €1,250,000,000 aggregate principal amount of Euro Tranche B Term Loans and $2,065,000,000 aggregate principal amount of Revolving Credit Commitments, the proceeds of which will be used to (i) consummate the Refinancing and (ii) pay Transaction Expenses;

WHEREAS, the Borrowers have agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on certain of their assets;

WHEREAS, subject to the terms hereof and the limitations described herein, the Guarantors have agreed to guarantee the Obligations of the Borrowers hereunder;

WHEREAS, subject to the terms hereof and the limitations described herein, each of the Loan Parties domiciled in the “United States” has agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries; and

WHEREAS, subject to the terms hereof and the limitations described herein, the Parent and each of the Irish Loan Parties, Spanish Loan Parties and German Loan Parties have agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on certain of their respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Article I

Definitions and Accounting Terms

Section 1.01	Defined Terms As used in this Agreement (including in the preamble and preliminary statements hereto), the following terms shall have the meanings set forth below:

“2.250% Senior Secured Notes” shall mean the Parent’s 2.250% senior secured notes due 2027 issued pursuant to the 2.250% Senior Secured Notes Indenture.

“2.250% Senior Secured Notes Documents” means the 2.250% Senior Secured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

“2.250% Senior Secured Notes Indenture” means the indenture dated November 15, 2019 among the Parent, as issuer, the guarantors listed therein and the trustee referred to therein pursuant to which the 2.250% Senior Secured Notes due 2027 are issued, as such indenture may be amended from time to time.

“3.875% Senior Unsecured Notes” shall have the meaning set forth in the definition of Existing Senior Unsecured Notes.

“4.750% Senior Unsecured Notes” shall have the meaning set forth in the definition of Existing Senior Unsecured Notes.

“7.125% Senior Secured Notes” shall have the meaning set forth in the definition of Existing Senior Secured Notes.

“7.125% Senior Secured Notes Documents” means the 7.125% Senior Secured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

“7.125% Senior Secured Notes Indenture” means the indenture dated December 19, 2024 among the Parent, as issuer, the guarantors listed therein and the trustee referred to therein pursuant to which the 7.125% Senior Secured Notes due 2030 are issued, as such indenture may be amended from time to time.

“7.500% Senior Secured Notes” shall have the meaning set forth in the definition of Existing Senior Secured Notes.

“7.500% Senior Secured Notes Documents” means the 7.500% Senior Secured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

“7.500% Senior Secured Notes Indenture” means the indenture dated April 30, 2024 among the Parent, as issuer, the guarantors listed therein and the trustee referred to therein pursuant to which the 7.500% Senior Secured Notes due 2030 are issued, as such indenture may be amended from time to time.

“Acceptable Discount” has the meaning set forth in Section 2.05(a)(vi)(D)(2).

“Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(vi)(D)(3).

“Acceptance and Prepayment Notice” means a notice of the Borrower Representative’s acceptance of the Acceptable Discount in substantially the form of Exhibit E-1.

“Acceptance Date” has the meaning set forth in Section 2.05(a)(vi)(D)(2).

“Additional Lender” has the meaning set forth in Section 2.14(c).

“Additional Refinancing Lender” means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15; provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not an Affiliate of a then-existing Lender or an Approved Fund, (ii) the Borrowers, such approval not to be unreasonably withheld, conditioned or delayed to the extent that each such Additional Refinancing Lender is not an Affiliate of a then-existing

Lender or an Approved Fund and (iii) in the case of a Refinancing Amendment in respect of the Revolving Credit Loans, each L/C Issuer and the Swing Line Lender, such approval not to be unreasonably withheld, conditioned or delayed to the extent that each such Additional Refinancing Lender is not an Affiliate of a then-existing Revolving Credit Lender or an Approved Fund thereof.

“Adjusted Term CORRA Rate” means, with respect to any Term Benchmark Borrowing denominated in Canadian Dollars for any Interest Period, an interest rate per annum equal to Term CORRA for such Interest Period; provided that, if the Adjusted Term CORRA Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that, if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” means Bank of America, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify Parent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Adverse Proceedings” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Group Member) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of any Group Member, threatened against or affecting any Group Member or any property of any Group Member.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is controlled by or is under common Control with the Person specified. “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “controlling” and “controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents and their respective Affiliates and the respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreed Security Principles” means the security principles applicable to Foreign Subsidiaries which are Guarantors as set forth on Schedule 1.01D.

“Agreement” means this Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within any time there is a Revolving Credit Commitment outstanding.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum applicable amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorized as such under Section 2.18, to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available by any Ancillary Lender in accordance with Section 2.18.

“Ancillary Lender” means each Lender (or Affiliate of a Lender) that makes available an Ancillary Facility in accordance with Section 2.18.

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force, the aggregate of the Dollar Equivalent, Euro Equivalent or Sterling Equivalent, as applicable, of the following amounts outstanding under such Ancillary Facility: (a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of the applicable Borrower with the Ancillary Lender making available such Ancillary Facility to the extent that the credit balances are freely available to be set off by such Ancillary Lender against liabilities owed to it by such Borrower under such Ancillary Facility); (b) the face amount of each guaranty, bond and letter of credit under such Ancillary Facility and (c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of such Ancillary Lender under each other type of accommodation provided under such Ancillary Facility, in each of clauses (a) through (c), as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Anti-Corruption Laws” has the meaning set forth in Section 5.17(a).

“Anti-Money Laundering Laws” has the meaning set forth in Section 5.17(a).

“Applicable Asset Sale Percentage” means, (a) 100% if the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available is greater than 4.50:1.00, (b) 50.0% if the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available) is less than or equal to 4.50:1.00 and greater than 3.75:1.00 and (c) 0.0% if the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available) is less than or equal to 3.75:1.00.

“Applicable Discount” has the meaning set forth in Section 2.05(a)(vi)(C)(2).

“Applicable ECF Percentage” means, for any fiscal year, (a) 50%, if the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of such fiscal year is greater than 4.50:1.00, (b) 25%, if the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of such fiscal year is less than or equal to 4.50:1.00 and greater than 3.75:1.00 and (c) 0%, if the

Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of such fiscal year is less than or equal to 3.75:1.00.

“Applicable Rate” means a percentage per annum equal to:

(a)	with respect to Dollar Term Loans,

(i)until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (i) for Term SOFR Rate Loans, 2.50% and for Base Rate Loans, 1.50%;

(ii)thereafter, the following percentages per annum, based upon the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate (determined on a Pro Forma Basis in accordance with Section 1.09) received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Term SOFR Rate Loans	Base Rate Loans
1	> 3.95:1.00	2.50%	1.50%
2	≤ 3.95:1.00	2.25%	1.25%

(b)	with respect to the Euro Term Loans;

(i)until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, 3.00%;

Pricing Level	Consolidated Total Net Leverage Ratio	Euro Term Loans
1	> 3.95:1.00	3.00%
2	≤ 3.95:1.00 and > 3.70:1.00	2.75%
3	≤ 3.70:1.00	2.50%

(c)	with respect to Revolving Credit Loans and Swing Line Loans,

(i)until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, 2.00%;


Applicable Rate
Pricing Level	Consolidated Total Net Leverage Ratio	Term SOFR Rate Loans, EURIBOR Rate Loans, Term CORRA Rate Loans, SONIA Rate Loans and Letter of Credit Fees	Base Rate for Revolving Credit Loans
1	> 3.95:1.00	2.00%	1.00%
2	≤ 3.95:1.00 and > 3.70:1.00	1.75%	0.75%
3	≤ 3.70:1.00 and > 3.45:1.00	1.50%	0.50%
4	≤ 3.45:1.00	1.25%	0.25%

(d)

with respect to the commitment fee for the unused Revolving Credit Commitments: at any time at which the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate (determined on a Pro Forma Basis in accordance with Section 1.09) received by the Administrative Agent pursuant to Section 6.02(a) is (w) greater than 3.95:1.00, a percentage per annum equal to 0.60%, (x) less than or equal to 3.95:1.00 but greater than 3.70:1.00, a percentage per annum equal to 0.525%, (y) less than or equal to 3.70:1.00 but greater than 3.45:1.00, a percentage per annum equal to 0.30% and (z) less than or equal to 3.45:1.00, a percentage per annum equal to 0.25%;

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that at the option of the Administrative Agent or (i) the Required Term Lenders with respect to the Term Loans and (ii) the Required Revolving Lenders with respect to the Revolving Credit Loans, the highest pricing level (e.g., Pricing Level 1) in the case of the Applicable Rate shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Notwithstanding the foregoing, (v) the Applicable Rate in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (w) the Applicable Rate in respect of any Revolving Commitment Increase, any Class of New Revolving Credit Commitments, any Class of Incremental Term Loans or any Class of Incremental Revolving Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (x) the Applicable Rate in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement, (y) the Applicable Rate in respect of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving Credit Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the applicable Refinancing Amendment and (z) in the case of the Initial Term Loans, the Applicable Rate for the applicable currency tranche of Initial Term Loans shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14.

“Applicable Requirements” shall mean, in respect of any Indebtedness, that such Indebtedness satisfies the following requirements:

(a)	subject to the Earlier Maturity Indebtedness Exception, such Indebtedness shall not mature earlier than the Maturity Date of the Initial Term Loans; provided that if such Indebtedness is unsecured or secured on a junior lien basis to the Secured Obligations, such Indebtedness shall not mature earlier than the date that is 91 days after the Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Indebtedness; provided, further, that the requirements set forth in this clause (a) shall not apply to any Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (a);
(b)	(i) in respect of any Indebtedness that is not revolving in nature, such Indebtedness does not have greater amortization or mandatory prepayments than the Initial Term Loans and (ii) in respect of any Indebtedness that is revolving in nature, such Indebtedness shall not mature earlier than the Maturity Date of the Revolving Credit Facility or have amortization or scheduled mandatory commitment reductions (other than at maturity); provided that the requirements set forth in clause (b)(i) shall not apply to any Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (b);
---	---
(c)	subject to the Earlier Maturity Indebtedness Exception, such Indebtedness shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans outstanding at the time of incurrence of such Indebtedness; provided, that the requirements set forth in this clause (c) shall not apply to any Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirement set forth in this clause (c);
---	---
(d)	if such Indebtedness is secured by the Collateral, subject to the Intercreditor Threshold, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Borrower Representative and the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior lien basis to the Secured Obligations, as applicable);
---	---
(e)	the holders of such Indebtedness may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans then outstanding;
---	---
(f)	to the extent such Indebtedness is secured, it is not secured by any property or assets of Parent or any Subsidiary other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral);
---	---
(g)	[Reserved];
---	---
(h)	other terms and conditions of such Indebtedness shall be as agreed between the Borrowers and the lenders providing such Indebtedness; and
---	---

Notwithstanding anything to contrary herein, Indebtedness incurred under Section 7.03(v)(ii) shall not be subject to the requirements of clause (f) above.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders, (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders and (d) with respect to an Ancillary Facility, the providers of the Ancillary Facility.

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents”.

“Approved Currency” means each of (i) Dollars, (ii) Euros, (iii) Sterling, (iv) Canadian Dollars and (v) any Other Foreign Currencies.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignee” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit J hereto.

“Associate” means (i) any person engaged in a Similar Business of which Parent or any Restricted Subsidiary are the legal and beneficial owners of between 20% and 50% of all outstanding voting stock and (ii) any joint venture entered into by Parent or any Restricted Subsidiary.

“Attorney Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Financing Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS applying IAS 17 in lieu of IFRS 16 (Leases).

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by a Discounted Purchaser (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(vi); provided that the Administrative Agent shall not be designated as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Available Excluded Contribution Amount” means the cash or Cash Equivalents, but excluding any Cure Amount, received by the Parent after the Closing Date from:

(a)	contributions in respect of Qualified Equity Interests, and
(b)	the sale (other than to the Parent, to any Subsidiary of Parent or pursuant to any management equity plan or stock option plan or any other management or employee benefit plan) of Qualified Equity Interests of the Parent,
---	---

in each case, designated as Available Excluded Contribution Amounts pursuant to a certificate of a Responsible Officer of the Borrower Representative on or promptly after the date such capital contributions are made or proceeds are received, as the case may be, and which are excluded from the calculation of the Cumulative Credit.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(e).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail - In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the NYFRB Rate plus 0.50%, (b) the Prime Rate in effect on such day, (c) the Adjusted Term SOFR Rate for an Interest Period of one (1) month as published two U.S. Government Securities Business Days prior to such day plus 1.00% (or, if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) and (d) 1.00%. Any change in the Base Rate due to a change in the NYFRB Rate, the Prime Rate or the Adjusted Term SOFR Rate shall, respectively, be effective from and including the effective date of such change in the NYFRB Rate, the Prime Rate or the Adjusted Term SOFR Rate, respectively.

“Base Rate Loan” means a Loan denominated in Dollars that bears interest based on the Base Rate.

“Benchmark” means, initially, with respect to any (i) Term Benchmark Loan in any Approved Currency, the Relevant Rate for such Approved Currency or (ii) SONIA Rate Loan, the SONIA Rate; provided that, if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate, or the then-current applicable Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b).

“Benchmark Replacement” means, for any Available Tenor, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Representative as the replacement for the then-current Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Approved Currency and (b) the related Benchmark Replacement Adjustment; provided that such adjustment shall not be in the form of an increase of the Applicable Rate.

If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which

may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.04, and other technical, administrative or operational matters) that the Administrative Agent and the Borrower Representative decide may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculated thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

---

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,

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provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Approved Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

---

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark solely to the extent that a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b) and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation and, in any event, substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Biomat” means Biomat USA, Inc., a Delaware corporation.

“Biomat Class B Equity Governing Documents” means the Certificate of Incorporation of Biomat, the bylaws of Biomat, the Certificate of Incorporation of Biomat Newco, the bylaws of Biomat Newco and each share certificate representing the shares of the Biomat Class B Equity Interests.

“Biomat Class B Equity Interests” means the Class B Common Stock issued by each of Biomat and Biomat Newco on December 1, 2021.

“Biomat Newco” means Biomat Newco Corp., a Delaware corporation.

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“Bona Fide Debt Fund” means any bona fide debt fund, investment vehicle, regulated bank entity or unregulated lending entity primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any Disqualified Lender or (b) any Affiliate of such Disqualified Lender, but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control or operation of such Person directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated entity.

“Borrower” and “Borrowers” have the meanings set forth in the introductory paragraph to this Agreement.

“Borrower Materials” has the meaning set forth in Section 6.01.

“Borrower Offer of Specified Discount Prepayment” means the offer by any Discounted Purchaser to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(vi)(B).

“Borrower Representative” means the Irish Borrower.

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any Discounted Purchaser of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(vi)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any Loan Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05 (a)(vi)(D).

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing of a particular Class, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York, London, the Kingdom of Spain, Ireland, Frankfurt am Main, Germany or the state where the Administrative Agent’s Office is located; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to SONIA Rate Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such SONIA Rate Loan, or any other dealings in Sterling, any day on which banks are open for general business in London, (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day, and (c) in relation to Loans referencing the Adjusted Term CORRA Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term CORRA Rate or any other dealings of such Loans referencing the Adjusted Term CORRA Rate, any day on which banks are open for general business in Toronto, Canada.

“Canadian Dollars” and “CAD” means the lawful currency of Canada.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (including with respect to internally developed software) (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Financing Lease Obligations) by Parent and its Restricted Subsidiaries during such period that, in conformity with IFRS (applying IAS

12 -

17 in lieu of IFRS 16 (Leases), to the extent applicable), are or are required to be included as capital expenditures on the consolidated statement of cash flows of Parent and its Restricted Subsidiaries.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Parent and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with IFRS, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Parent and its Restricted Subsidiaries.

“Carry Back Amount” has the meaning set forth in Section 1.12(c)(i)(B).

“Carry Forward Amount” has the meaning set forth in Section 1.12(c)(i)(A).

“Cash Collateral” has the meaning set forth in Section 2.03(g).

“Cash Collateral Account” means a blocked account at a commercial bank selected by the Administrative Agent, in the name of the relevant Loan Party and under the sole dominion and “control” (within the meaning of the UCC) of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Parent or any Restricted Subsidiary:

(a)	Dollars;
(b)	readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States or any country that is a member state of the European Union having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of such government is pledged in support thereof;
---	---
(c)	time deposits or Eurodollar time deposits with, insured certificates of deposit, bankers’ acceptances or overnight bank deposits of any commercial bank that (i) is a Lender or (ii)(A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 or $100,000,000 in the case of any non-U.S. bank (any such bank in the foregoing clause (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 24 months from the date of acquisition thereof;
---	---
(d)	commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) and in each case rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof;
---	---
(e)	marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s
---	---

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nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower Representative);

(f)	repurchase obligations for underlying securities of the types described in clauses (b), (d) and (e) above entered into with any Approved Bank;
(g)	securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);
---	---
(h)	Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with average maturities of 36 months or less from the date of acquisition;
---	---
(i)	Investments (other than in structured investment vehicles and structured financing transactions) with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;
---	---
(j)	securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;
---	---
(k)	(i) instruments equivalent to those referred to in clauses (a) through (j) above denominated in Euros, Canadian Dollars or Sterling, or any other foreign currency comparable in credit quality and tenor to the foregoing and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction and (ii) in the case of any Foreign Subsidiary, such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business;
---	---
(l)	Investments, classified in accordance with IFRS as Current Assets of Parent or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (k) above; and
---	---
(m)	investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through (l) in above.
---	---

In the case of any Investment by Parent or a Foreign Subsidiary, “Cash Equivalents” shall also include: (A) direct obligations of the sovereign nation (or any agency thereof) in which Parent or such Foreign Subsidiary, as applicable, is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case maturing within 12 months after such date, (B) investments of the type and maturity described in clauses (a) through (m) above of Parent and any Foreign Subsidiaries, which Investments have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, (C) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso) and (D) notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (k) above;

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provided that such amounts are converted into any currency listed in clause (a) or (k) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes regardless of the treatment of such items under IFRS.

“Cash Management Obligations” means obligations owed by Parent or any Restricted Subsidiary to any Hedge Bank in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card, purchase card and other cash management services or any electronic funds transfer (including automated clearing house transfers of funds), in each case, pursuant to a Treasury Services Agreement, in each case, to the extent designated by the Borrower Representative and such Hedge Bank as “Cash Management Obligations” in writing to the Administrative Agent; provided that, with respect to any such Hedge Bank that constitutes an Agent or an Affiliate thereof, such designation shall be deemed to have been made automatically and without any action by the Borrower Representative or such Hedge Bank. The designation of any Cash Management Obligations shall not create in favour of such Hedge Bank any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents.

“Casualty Event” means any event that gives rise to the receipt by Parent or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CFC” means any Subsidiary of a U.S. Loan Party (owned by such U.S. Loan Party within the meaning of Section 958(a) of the Code) that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” shall be deemed to occur if:

(a)

any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), but excluding (x) any employee benefit plan of such person or “group” and its Subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) any combination of Permitted Holders, shall have, directly or indirectly, acquired beneficial ownership of Equity Interests representing 35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests of Parent and the Permitted Holders shall own, directly or indirectly, less than such “person” or “group” of the aggregate voting power represented by the issued and outstanding Equity Interests of Parent unless the Permitted Holders have, at such time, the right or the ability by voting power, contract, or otherwise to elect or designate for election, directly or indirectly, at least a majority of the board of directors of Parent; or

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(b)	Parent shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrowers.

Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act (or any successor provision) and without prejudice to clause (iii) of the definition of “Permitted Holder” set forth herein, (i) a Person or group shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the transactions contemplated by such agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding voting Equity Interests of Parent beneficially owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by any other member of such group for purposes of determining whether a Change of Control has occurred and (iii) a Person or group will not be deemed to beneficially own the Equity Interests of another Person as a result of its ownership of the Equity Interests or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Equity Interests entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity.

For the avoidance of doubt, the terms “Parent” and “Borrower” as used in this definition include any successors to the Parent and Borrowers that assume the obligations of Parent or the Borrowers, as applicable, pursuant to Section 7.04.

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, New Revolving Credit Commitments, Extended Revolving Credit Commitments of a given Extension Series, Refinancing Revolving Credit Commitments of a given Refinancing Series, Refinancing Term Commitments of a given Refinancing Series or Commitments in respect of Replacement Term Loans and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Revolving Credit Loans under Extended Revolving Credit Commitments of a given Extension Series, Incremental Revolving Loans, Revolving Credit Loans under Refinancing Revolving Credit Commitments of a given Refinancing Series, Extended Term Loans of a given Extension Series, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or Replacement Term Loans. Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.

“Closing Date” means April 14, 2026.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the “Collateral” as defined in the U.S. Pledge and Security Agreement and all the “Collateral”, “Secured Assets” or “Pledged Assets” (or similar term) as defined in any other Collateral Document and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document (but in any event excluding the Excluded Assets).

“Collateral Agent” means Bank of America, N.A., in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

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“Collateral and Guarantee Requirement” means, at any time, subject to the Agreed Security Principles, the requirement that:

(a)	the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date, pursuant to Section 4.01(a)(iii) and (iv) and (ii) at such time as may be designated therein, pursuant to the Collateral Documents, or Section 6.11 or Section 6.13, subject, in each case, to the limitations and exceptions of this Agreement (including the Agreed Security Principles), duly executed by each Loan Party thereto;
(b)	all Secured Obligations shall have been guaranteed by Parent and each existing and subsequently acquired or organized Restricted Subsidiary of Parent that is a direct or indirect wholly-owned Subsidiary solely to the extent to ensure compliance with Section 6.18 (other than any Excluded Subsidiary, in respect of a Foreign Subsidiary, the Agreed Security Principles or any Subsidiary that is not required to become a Loan Party to provide compliance with Section 6.18) (together with the Borrowers, each, a “Guarantor”);
---	---
(c)	the Secured Obligations and the Guaranty shall have been secured by a first-priority security interest (subject to Liens permitted by Section 7.01, the Guarantor Coverage Test set forth in Section 6.18 and with respect to any Loan Party which is a Foreign Subsidiary, the Agreed Security Principles) in (i) all of the Equity Interests of Borrowers and each Subsidiary Guarantor, (ii) all of the Equity Interests of each wholly-owned Restricted Subsidiary that is a Domestic Subsidiary directly owned by Parent, any Borrower or any Subsidiary Guarantor and with respect to any Foreign Subsidiary as set forth in the Agreed Security Principles; provided that with respect to the Obligations of the U.S. Borrower and any Subsidiary Guarantor that is a Domestic Subsidiary (collectively, the “U.S. Loan Parties”), no more than 65% of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding non-voting Equity Interests of each Restricted Subsidiary that is a FSHCO or CFC, that is owned by the Parent, the Borrowers or any Subsidiary Guarantor shall be Collateral, in each case other than any Excluded Assets;
---	---
(d)	except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, under any Collateral Document or the Agreed Security Principles, the Secured Obligations and the Guaranty shall have been secured by a perfected first-priority security interest in substantially all of the Loan Parties’ tangible and intangible assets and Material Real Property other than Excluded Assets, in each case, (i) with the priority required by the Collateral Documents and (ii) subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in Section 4.01 and the Agreed Security Principles) and the Collateral Documents; and
---	---
(e)	the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be delivered pursuant to Section 6.11 or Section 6.13 (the “Mortgaged Properties”) duly executed and delivered by the applicable Loan Party, (ii) a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, (iii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100.0% of the fair market value of such Mortgaged Property, as reasonably determined by the applicable Borrower in good faith, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance to the extent available in the applicable jurisdiction at commercially reasonable rates,
---	---

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(iv) such affidavits, instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title insurance company to induce the title company to issue the title policies and endorsements contemplated above, (v) evidence of payment by a Loan Party of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer) and (vii) such legal opinions as are customarily delivered with respect to any such Mortgage, including (x) opinions as to the due authorization, execution and delivery of the Mortgages by the relevant Loan Party and (y) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability of the Mortgage;

provided, however, that (i) the foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, (A) the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Assets, (B) the perfection of pledges of or security interests in motor vehicles, airplanes and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent) or (C) the obtaining of any landlord waivers, estoppels or collateral access letters, and (ii) the Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement (including the Agreed Security Principles) and the Collateral Documents.

The Administrative Agent may grant extensions of time for the perfection of security interests in, or the delivery of the Mortgages with respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with the Borrower Representative, that perfection or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, the Collateral Documents or any other Loan Documents.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. (including Intellectual Property registered or applied for in any non-U.S. jurisdiction) or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction) other than as set forth in the Agreed Security Principles.

The foregoing definition shall not require control agreements, perfection by “control” pursuant to the UCC or perfection by possession or delivery pursuant to the UCC with respect to any Collateral other than instruments described in the Collateral Documents.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in the event that a Foreign Subsidiary, which is not required to be a Guarantor, becomes a Guarantor, such Loan Party shall grant a perfected lien pursuant to arrangements reasonably agreed between the Administrative Agent and the Borrower Representative, subject to customary limitations in such

18 -

jurisdiction as may be reasonably agreed between the Administrative Agent and the Borrower Representative and the Agreed Security Principles, and nothing in the definition of “Excluded Asset” or other limitation in this Agreement shall in any way limit or restrict the pledge of assets and property by any such Foreign Subsidiary that is a Guarantor or the pledge of the Equity Interests of such Foreign Subsidiary by any other Loan Party that holds such Equity Interests.

“Collateral Documents” means, collectively, the U.S. Pledge and Security Agreement, each Intercreditor Agreement, the Intellectual Property Security Agreements, the Foreign Law Security Documents, the Mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01(a)(v) and (vi), Section 6.11 or Section 6.13, any collateral allocation mechanism and each of the other agreements, instruments or documents that creates or purports to create a Lien in favour of the Collateral Agent for the benefit of the Secured Parties or, when applicable, in favour of the Secured Parties directly.

“Commitment” means a Revolving Credit Commitment, Extended Revolving Credit Commitment of a given Extension Series, Revolving Commitment Increase, New Revolving Credit Commitment, Refinancing Revolving Credit Commitment of a given Refinancing Series, Incremental Term Commitment, Refinancing Term Commitment of a given Refinancing Series or a Commitment in respect of Replacement Term Loans, as the context may require.

“Committed Loan Notice” means a written notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of Term Benchmark Loans or SONIA Rate Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1 hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit B hereto.

“Compliance Date” means the last day of any fiscal quarter on which the aggregate principal amount of all Revolving Credit Loans and Letters of Credit (excluding (i) any Letters of Credit issued and outstanding or outstanding usage under any Ancillary Facility, (ii) any drawings of Revolving Credit Loans used to pay original offer discount in connection with the Transactions and (iii) any drawings of Revolving Credit Loans to pay fees and expenses in connection with the implementation of the Transactions) exceeds 40% of the aggregate amount of the Revolving Credit Commitments at such time.

“Consolidated Adjusted EBITDA” means, with respect to Parent and its Restricted Subsidiaries, for any period, the Consolidated Net Income of the Parent for such period, plus:

(a)	without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i)Consolidated Interest Expense of the Parent for such period and, to the extent not reflected in Consolidated Interest Expense, any losses on hedging obligations or other

19 -

derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, bank and letter of credit fees and costs of surety bonds in connection with financing activities, plus items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (a)(A) through (F) thereof, plus

(ii)provision for taxes based on income, profits, revenue or capital, including, federal, foreign and state income, franchise, excise, value added and similar taxes based on income, profits, revenue or capital and foreign withholding taxes of such Person paid or accrued during such period (including in respect of repatriated funds, including any penalties and interest relating to such taxes or arising from any tax examinations, and (without duplication) any payments to Parent or, if applicable, any Controlling Entity, pursuant to Section 7.02(h)), plus

(iii)the total amount of depreciation and amortization expense (including amortization of deferred financing fees or costs, internal labor costs, debt issuance costs, commissions, fees and expenses, capitalized expenditures (including Capitalized Software Expenditures), customer acquisition costs and incentive payments, conversion costs and contract acquisition costs) of Parent and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with IFRS, plus

(iv)any other non-cash charges (other than any accrual in respect of bonuses), including any write-offs, write-downs, expenses, losses or items (provided, in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Borrower Representative may elect not to add back such non-cash charges in the current period and (B) to the extent the Borrower Representative elects to add back such non-cash charges in the current period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus

(v)the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income, excluding cash distributions in respect thereof, plus

(vi)(A) the amount of payments made to option, phantom equity or profits interests holders of any Loan Party or any of their parent entities in connection with, or as a result of, any distribution being made to shareholders of such Loan Party or its parent entities, which payments are being made to compensate such option, phantom equity or profits interests holders as though they were shareholders at the time of, and entitled to share in, such distribution, including any cash consideration for any repurchase of equity and (B) the amount of fees, expenses and indemnities paid to directors of Parent or, if applicable, any Controlling Entity, plus

(vii)losses or discounts on sales of receivables and related assets in connection with any Qualified Securitization Facility, plus

(viii)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (c) below for any previous period and not added back, plus

(ix)any costs or expenses incurred by such Person or any of its Restricted Subsidiaries pursuant to any management equity plan or stock option plan or phantom equity

20 -

or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of such Person or Net Proceeds of an issuance of Equity Interests of such Person (other than Disqualified Equity Interest), plus

(x)any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of IAS 19 (Employee Benefits) or FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, as applicable, and any other items of a similar nature, plus

(xi)with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (b) and (c) below relating to such joint venture corresponding to such Person and its Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), plus

(xii)any foreign currency translation, transaction and exchange losses (including losses related to currency remeasurements of Indebtedness and any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging currency exchange risk, net of income and gains on such hedging obligations or such derivative instruments),

(xiii)any loss of any equity accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest,

(xiv)fees and expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Permitted Acquisition, Investment, Disposition, or incurrence of Indebtedness, in each case, whether or not consummated,

(xv)extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring and “carveout” expenses,

(xvi)legal, accounting, consulting, and other costs and expenses relating to the Parent’s potential or actual issuance of Equity Interests, including without limitation a public offering of common stock, plus

(b)

without duplication, the amount of “run rate” cost savings, adjustments, operating expense reductions, operating improvements and synergies related to any Specified Event (as defined below) projected by such Person in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken (in the good faith determination of such Person it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken), including any cost savings, expenses and charges (including restructuring and integration charges) in connection with, or incurred by or on behalf of, any joint venture of the Parent or any of its Restricted Subsidiaries (whether accounted for on the financial statements of any such joint venture or such Person) with respect to any Investment, sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, restructuring, cost saving initiative, business optimization project or other operational change or initiative (collectively, a “Specified Event”), whether initiated, before, on or after the Closing Date, within 24 months after such Specified Event (which adjustment shall be added to Consolidated Adjusted EBITDA until fully realized and calculated on a pro forma basis as though

21 -

such adjustment had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that such cost savings are reasonably quantifiable and factually supportable; provided, further, that the aggregate amount of any adjustments made pursuant to this clause (b) for all Specified Events shall not exceed in the aggregate 20% of Consolidated Adjusted EBITDA for such period (determined on a Pro Forma Basis, though before giving effect to any such adjustments); provided, further, that addbacks permitted by or otherwise made in accordance with Regulation S-X under the Securities Act shall not be included in the foregoing cap of 20% of Consolidated Adjusted EBITDA,

less

(c)	without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i)non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated Adjusted EBITDA in any prior period), and

(ii)the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-Wholly-Owned subsidiary added (and not deducted) in such period from Consolidated Net Income,

in each case, as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with IFRS (applying IAS 17 in lieu of IFRS 16 (Leases) to the extent applicable, for avoidance of doubt).

“Consolidated Interest Coverage Ratio” means, with respect to any four-quarter period, the ratio of (a) Consolidated Adjusted EBITDA of Parent and its Restricted Subsidiaries for such period to (b) Consolidated Interest Expense for Parent and its Restricted Subsidiaries for such period.

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of:

(a)

consolidated interest expense of the Parent and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of OID resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Swap Obligations or other derivative instruments pursuant to IFRS), (iv) the interest component of Financing Lease Obligations calculated in accordance with IFRS applying IAS 17 in lieu of IFRS 16 (Leases), and (v) net payments, if any made (less net payments, if any, received), pursuant to interest rate Swap Obligations with respect to Indebtedness, and excluding (A) annual agency fees paid to the administrative agents and collateral agents under this Agreement or other credit facilities, (B) any additional interest with respect to failure to comply with any registration rights agreement owing with respect to the Existing Senior Unsecured Notes, Existing Senior Secured Notes or other securities, (C) costs associated with obtaining Swap Obligations, (D) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any acquisition, (E) penalties and interest relating to taxes, (F) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (G) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs,

22 -

commissions, fees, expenses and discounted liabilities and any other amounts of non-cash interest, (H) any expensing of bridge, commitment and other financing fees and any other fees related to the Transactions or any acquisitions after the Closing Date, (I) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility, (J) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty, (K) interest expense attributable to a parent entity resulting from push-down accounting, and (L) any lease, rental or other expense in connection with a Non-Financing Lease Obligation); plus

(b)	consolidated capitalized interest of Parent and its Restricted Subsidiaries for such period, whether paid or accrued (which, for the avoidance of doubt, shall not include capitalized interest on Non-Financing Lease Obligations); less
(c)	interest income of Parent and its Restricted Subsidiaries for such period.
---	---

For purposes of this definition, interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower Representative to be the rate of interest implicit in such Financing Lease Obligation in accordance with IFRS applying IAS 17 in lieu of IFRS 16 (Leases) (or, if not implicit, as otherwise determined in accordance with IFRS applying IAS 17 in lieu of IFRS 16 (Leases)).

“Consolidated Net Income” means, for any period, the net income (loss) of the Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with IFRS; provided, however, that, without duplication:

(a)	for all purposes other than the calculation of Excess Cash Flow, any after-tax effect of extraordinary, unusual or non-recurring items (including gains or losses and all fees and expenses relating thereto) for such period shall be excluded,
(b)	the cumulative effect of a change in accounting principles during such period to the extent included in net income (loss) of Parent and its Restricted Subsidiaries shall be excluded,
---	---
(c)	accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition constituting an Investment that are so required to be established or adjusted as a result of such acquisition in accordance with IFRS or changes as a result of adoption or modification of accounting policies in accordance with IFRS shall be excluded,
---	---
(d)	any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person, in each case other than in the ordinary course of business, as determined in good faith by the Borrower Representative, shall be excluded,
---	---
(e)	the net income (loss) for such period of any Person that is not a Subsidiary of Parent, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Parent shall be increased by the amount of dividends or distributions that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Parent or a Restricted Subsidiary thereof in respect of such period,
---	---
(f)	any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets (including, without
---	---

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limitation, goodwill), long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to IFRS, and the amortization of intangibles arising pursuant to IFRS shall be excluded,

(g)	any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of Parent or any of their direct or indirect parents in connection with the Transactions, shall be excluded,
(h)	any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrowers have made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount (i) is not denied by the applicable carrier or indemnitor in writing within 180 days of the occurrence of such event and (ii) is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365-day period), shall be excluded,
---	---
(i)	for all purposes other than the calculation of Excess Cash Flow, to the extent covered by insurance and actually reimbursed, or, so long as the Borrowers have made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount (i) is not denied by the applicable carrier or indemnitor in writing within 180 days of the occurrence of such event and (ii) is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded,
---	---
(j)	the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of any Loan Party or is merged into or consolidated with any Loan Party or any of its Subsidiaries or such Person’s assets are acquired by any Loan Party or any of their Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated Adjusted EBITDA on a Pro Forma Basis),
---	---
(k)	solely for the purpose of determining the Cumulative Credit pursuant to clause (b) of the definition thereof, the income of any Restricted Subsidiary of Parent that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to Parent or any of its Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents and regulations,
---	---
(l)	solely for purposes of pro forma calculations to give effect to any acquisition permitted under this agreement, the purchase accounting effects of adjustments in component amounts required or permitted by IFRS (including in the inventory, property and equipment, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Parent and its Restricted
---	---

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Subsidiaries), as a result of any acquisition constituting an Investment permitted under this Agreement consummated prior to or after the Closing Date, or the amortization or write-off of any amounts thereof shall be excluded,

(m)	for all purposes other than the calculation of Excess Cash Flow, changes to accrual of revenue so long as consistent with past practices of Parent and its Subsidiaries (regardless of treatment under IFRS) shall be excluded,
(n)	(i) any non-cash profits interest or non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans or recorded from grants of stock appreciation or similar rights, phantom equity, stock options, restricted stock or other rights to officers, directors, managers or employees and management compensation plans or equity incentive programs or the treatment of such options under variable plan accounting and (ii) non-cash income (loss) attributable to deferred compensation plans or trusts, shall be excluded, and
---	---
(o)	any amounts paid that are used to fund payments to any equity holder to pay taxes related to such equity holder’s ownership of Parent and that, if paid by Parent would have reduced Consolidated Net Income, shall be included to reduce Consolidated Net Income.
---	---

For the avoidance of doubt, (other than for purposes of calculating Excess Cash Flow) Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.09.

“Consolidated Secured Debt” means, as of any date of determination, the aggregate amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on the Collateral.

“Consolidated Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt as of the last day of such Test Period, minus an amount equal to the Unrestricted Cash Amount as of such date to (b) Consolidated Adjusted EBITDA for such Test Period.

“Consolidated Total Debt” means, as of any date of determination, the aggregate amount of third party Indebtedness of the Parent and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with IFRS, consisting only of third party Indebtedness for borrowed money, drawn but unreimbursed obligations under letters of credit, obligations in respect of Financing Lease Obligations and debt obligations evidenced by promissory notes or similar instruments; provided, however, that Consolidated Total Debt shall exclude all obligations relating to Non-Financing Lease Obligations. For the avoidance of doubt, it is understood that (i) obligations under Swap Contracts, (ii) obligations owed by Unrestricted Subsidiaries, and (iii) the Biomat Class B Equity Interests shall not be considered Indebtedness included in determining Consolidated Total Debt.

“Consolidated Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period, minus an amount equal to the Unrestricted Cash Amount as of such date to (b) Consolidated Adjusted EBITDA for such Test Period.

“Consolidated Working Capital” means, with respect to the Parent and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that increases or decreases in Consolidated Working Capital shall be (a) calculated without regard to any changes in Current Assets or Current Liabilities as a result of (i) any reclassification in accordance with IFRS of assets or liabilities, as applicable, between current and noncurrent, (ii) the effects of purchase accounting, (iii) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Swap Contracts or (iv) any impact of foreign exchange translations and (b) adjusted to eliminate any distortion resulting from mergers, acquisitions and dispositions occurring during the applicable period.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any Non-Financing Lease Obligation, dividend, or other obligation that, in each case, does not constitute Indebtedness (“primary obligation”) of any other Person (the “primary obligor”), including any obligations of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation, (ii) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning set forth in the definition of “Affiliate”.

“Controlling Entity” means any Person (other than a natural person) which directly or indirectly holds more than 50% of the aggregate voting power represented by the issued and outstanding Equity Interests of Parent.

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Party” has the meaning set forth in Section 10.24.

“Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans or existing Revolving Credit Loans (or unused Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (the “Refinanced Debt”); provided that (i) such Credit Agreement Refinancing Indebtedness shall not mature (or require commitment reductions) prior to the maturity date of the Refinanced Debt, and, in the case of any refinancing of Term Loans, such Credit Agreement Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt (provided that the requirements set forth in this clause (i) shall not apply to any Credit Agreement Refinancing Indebtedness consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (i)), (ii) such Credit Agreement Refinancing Indebtedness shall not have an aggregate principal amount (including any unutilized commitments) greater than the aggregate principal amount (including any unutilized commitments) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, (iii) any payments and borrowings shall be made pro rata as between the Revolving Credit Facility and any Credit Agreement Refinancing Indebtedness in the form of revolving loans or revolving credit commitments in accordance with the aggregate principal amounts thereof, respectively, (iv) the terms and conditions of such Credit Agreement Refinancing Indebtedness (except as otherwise provided in this definition) shall be as agreed between the Borrower Representative and the financing

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sources providing such Credit Agreement Refinancing Indebtedness, (v) [reserved], (vi) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained, (vii) such Credit Agreement Refinancing Indebtedness shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan Party, (viii) [reserved], (ix) if such Credit Agreement Refinancing Indebtedness is secured by the Collateral, subject to the Intercreditor Threshold, a Senior Representative acting on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Borrower Representative and the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior lien basis to the Secured Obligations, as applicable), (x) if the Refinanced Debt is subordinated in right of payment to, or to the Liens securing, the Obligations, then any Credit Agreement Refinancing Indebtedness shall be subordinated in right of payment to, or to the Liens securing, the Obligations, as applicable, pursuant to a customary subordination agreement or provisions reasonably satisfactory to the Administrative Agent, (xi) any Credit Agreement Refinancing Indebtedness shall be pari passu or junior in right of payment and, if secured, secured on a pari passu or junior basis with the Revolving Credit Facility and the Term Facility (provided that if such Credit Agreement Refinancing Indebtedness (other than any such Credit Agreement Refinancing Indebtedness that is revolving in nature) is pari passu in right of payment and with respect to security with the Initial Term Loans denominated in the same currency as such Credit Agreement Refinancing Indebtedness, the Initial Term Loans shall be subject to the “most favored nation” pricing adjustment (if applicable) set forth in the proviso to Section 2.14(e)(iii) as if such Credit Agreement Refinancing Indebtedness were an Incremental Term Loan incurred under Section 2.14) and (xii) any Credit Agreement Refinancing Indebtedness secured on a pari passu basis with Initial Term Loans may participate on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) and any other Credit Agreement Refinancing Indebtedness may participate on a less than pro rata basis (but not greater than pro rata basis) in any voluntary or mandatory prepayments hereunder and shall not require any mandatory prepayments in addition to those hereunder.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Credit” means, at any date of determination, an amount determined on a cumulative basis equal to, without duplication:

(a)	the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) plus
(b)	50% of Consolidated Net Income for the period (taken as one accounting period) beginning with the fiscal quarter starting January 1, 2019 to the end of the most recently completed Test Period, provided that the amount taken into account pursuant to this sub-clause (b) shall not be less than zero, plus
---	---
(c)	the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Qualified Equity Interests of Parent or, if applicable, any Controlling Entity, after the Closing Date and on or prior to such time (including upon exercise of warrants or options) (other than any amount designated as a Cure Amount, an Available Excluded Contribution Amount or used for Equity Funded Employee Plan Costs) which proceeds have been contributed as common equity to the capital of Parent and (ii) the Qualified Equity Interests of Parent or, if applicable, any Controlling Entity, (other than any amount designated as a Cure Amount, an Available Excluded Contribution Amount or used for Equity Funded Employee Plan Costs) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of any
---	---

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Loan Party or any Restricted Subsidiary of any Loan Party owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, plus

(d)

100% of the aggregate amount of contributions to the common capital of Parent or the net proceeds of the issuance of Qualified Equity Interests of Parent or, if applicable, any Controlling Entity, contributed to Parent, received in cash and Cash Equivalents after the Closing Date (other than any amount designated as a Cure Amount or an Available Excluded Contribution Amount or used for Equity Funded Employee Plan Costs), plus

(e)

100% of the aggregate amount received by Parent or any Restricted Subsidiary of Parent in cash and Cash Equivalents from:

---

(i)the sale, transfer or other disposition (other than to any Loan Party or any such Restricted Subsidiary) of the Equity Interests or any assets of an Unrestricted Subsidiary or any minority Investments or other joint venture (that is not a Restricted Subsidiary), or

(ii)any dividend or other distribution by an Unrestricted Subsidiary or received in respect of minority Investments or other joint venture (that is not a Restricted Subsidiary), or

(iii)any Returns received in respect of such Unrestricted Subsidiary or any minority Investments;

in each case, solely to the extent such Investments described in clauses (i) through (iii) in this clause (e) were originally made using the Cumulative Credit and solely to the extent of such original Investments; plus

(f)	in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, any Loan Party or a Restricted Subsidiary, an amount equal to the lesser of (i) the fair market value of the Investments of such Loan Party and their Restricted Subsidiaries made using the Cumulative Credit in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (ii) the amount originally invested from the Cumulative Credit by such Loan Party and their Restricted Subsidiaries in such Unrestricted Subsidiary, plus
(g)	an amount equal to any Returns in cash and Cash Equivalents actually received by any Loan Party or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.02(w)(i), plus
---	---
(h)	[reserved], plus
---	---
(i)	an amount equal to Declined Proceeds,
---	---
(j)	minus any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(w) after the Closing Date, minus
---	---
(k)	any amount of the Cumulative Credit used to incur Indebtedness pursuant to Section 7.03(bb) after the Closing Date, minus
---	---
(l)	any amount of the Cumulative Credit used to pay dividends or make distributions or other Restricted Payments pursuant to Section 7.06(m) after the Closing Date, minus
---	---

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(m)

any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.11 after the Closing Date, minus

(n)

the sum of amounts utilized since November 15, 2019 (i) to make Restricted Payments (as defined in the Existing Credit Facility) pursuant to Sections 6.04(c)(A) and 6.04(d) under the Existing Credit Facility, in each case limited to amounts derived from clause (b) of Available Amount, and (ii) to make Restricted Payments under Section 6.04(e) under the Existing Credit Facility to the extent such Restricted Payments (a) reduced the aggregate amount under clause (b) of Available Amount in accordance with the terms of the Existing Credit Facility and (b) excluding any such amounts that would have caused the aggregate amount under clause (b) of Available Amount to be less than zero; provided that with respect to each of clauses (i) and (ii), any such amounts are limited to Restricted Payments made when the Leverage Ratio (as defined in the Existing Credit Facility) was greater than 3.75:1.00.

---

“Cure Amount” has the meaning set forth in Section 8.04(a).

“Cure Expiration Date” has the meaning set forth in Section 8.04(a).

“Current Assets” means, with respect to the Parent and its Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with IFRS, be classified on a consolidated balance sheet of the Parent and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments).

“Current Liabilities” means, with respect to the Parent and its Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with IFRS, be classified on a consolidated balance sheet of Parent and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals for Capital Expenditures, (c) accruals for Restricted Payments (other than Restricted Payments under Section 7.06(h)), (d) accruals for current or deferred taxes based on income or profits, (e) accruals of any costs or expenses related to restructuring reserves, (f) any Revolving Credit Exposure or Revolving Credit Loans, (g) any earn-out obligations or deferred purchase price obligations and (h) the current portion of pension liabilities.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, examinership, administrative rescue process, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(viii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, without cure or waiver hereunder, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to any Term Benchmark Loan or SONIA Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

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“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations, within one Business Day of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, (d) has failed, within two Business Days after request by the Administrative Agent, to pay any amounts owing to the Administrative Agent or the other Lenders or (e) has, or has a direct or indirect parent company that has, after the Closing Date and other than via an Undisclosed Administration, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) upon delivery of written notice of such determination to the Borrowers, each L/C Issuer and each Lender. For purposes of this definition, “Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of a receiver, conservator, trustee, administrator, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.

“Designated Gross Amount” has the meaning set forth in Section 2.18(b)(ii).

“Designated Net Amount” has the meaning set forth in Section 2.18(b)(ii).

“Discount Prepayment Accepting Lender” has the meaning set forth in Section 2.05(a)(vi)(B)(2).

“Discount Range” has the meaning set forth in Section 2.05(a)(vi)(C).

“Discount Range Prepayment Amount” has the meaning set forth in Section 2.05(a)(vi)(C)(1).

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(vi)(C) substantially in the form of Exhibit E-2.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit E-3, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

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“Discount Range Prepayment Response Date” has the meaning set forth in Section 2.05(a)(vi)(C).

“Discount Range Proration” has the meaning set forth in Section 2.05(a)(vi)(C)(3).

“Discounted Prepayment Determination Date” has the meaning set forth in Section 2.05(a)(vi)(D)(3).

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(vi)(B), Section 2.05(a)(vi)(C) or Section 2.05(a)(vi)(D), respectively, unless a shorter period is agreed to between the applicable Discounted Purchaser and the Auction Agent.

“Discounted Purchaser” has the meaning set forth in Section 2.05(a)(vi).

“Discounted Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(vi)(A).

“Disposition” or “Dispose” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any of the Parent’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the sale or issuance of Equity Interests of any of the Parent’s Subsidiaries, other than (a) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (b) worn out, obsolete, scrap or surplus assets in the ordinary course of business and (c) sales, leases or licenses of other assets for aggregate consideration of less than the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) in any 12 month period; provided that under clause (c) of this definition the sale or disposition of (i) any Equity Interest of Grifols Shared Services North America Inc. or (ii) material assets of Grifols Shared Services North America Inc. or any of its Subsidiaries (measured in the aggregate) to an entity which is not a Loan Party (or which shall not promptly become a Loan Party) shall not be permitted.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or (ii) as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash

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Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued (x) pursuant to a plan for the benefit of employees of the any Loan Party (or any direct or indirect parent thereof) or any of the Restricted Subsidiaries or (y) by any such plan to any such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by such Loan Party or any Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Disqualified Lender” means (i) any Person identified in writing by the Borrower Representative to the Administrative Agent on or prior to April 14, 2026, (ii) any other Person identified by name in writing to the Administrative Agent after April 14, 2026 to the extent such Person is or becomes a competitor of Parent or its Subsidiaries and (iii) any Affiliate of any Person referred to in clause (i) or (ii) above that is clearly identifiable on the basis of its name; provided that a “competitor” or an Affiliate of any Person referred to in clauses (i) or (ii) above shall not include any Bona Fide Debt Fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with such competitor or Affiliate, as applicable, and for which no personnel involved with the investment of such competitor or Affiliate thereof, as applicable, (i) makes any investment decisions or (ii) has access to any information (other than information that is publicly available) relating to the Loan Parties or any entity that forms a part of the Loan Parties’ business (including their subsidiaries); provided, further, that (x) no Affiliate of an Initial Lender shall be designated a Disqualified Lender, (y) the Administrative Agent shall not have any responsibility for monitoring compliance with any provisions of this Agreement with respect to Disqualified Lenders and (z) updates to the Disqualified Lender list shall not retroactively invalidate or otherwise affect any (A) assignments or participations made to, (B) any trades entered into with or (C) information provided to, any Person before it was designated as a Disqualified Lender. It is acknowledged and agreed by the Borrowers that the Administrative Agent shall disclose such Disqualified Lender list to any Lender upon such Lender’s request.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, with respect to an amount of an Approved Currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination) for the purchase of Dollars with such Approved Currency.

“Dollar Tranche B Term Loan” means a Tranche B Term Loan denominated in Dollars and made by a Lender to the Borrowers, pursuant to Section 2.01(a).

“Dollar Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Dollar Tranche B Term Loan, and “Dollar Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Dollar Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01A hereto or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s Dollar Tranche B Term Loan Commitment as of the Closing Date. The aggregate amount of the Dollar Tranche B Term Loan Commitments as of the Closing Date is $2,000,000,000.

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“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Earlier Maturity Indebtedness Exception” means, with respect to any Incremental Term Loans, Credit Agreement Refinancing Indebtedness, and any Indebtedness incurred under Section 7.03(v) or (z) permitted to be incurred hereunder, that up to the greater of $2,185,360,000 and 100.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence of such Indebtedness, (the “Specified Debt”) may have a maturity date that is earlier than and a Weighted Average Life to Maturity that is shorter than, the Indebtedness with respect to which the Specified Debt is otherwise required to have a later maturity date.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” means, as to any Indebtedness as of any date of determination, the sum of (i) (A) for Indebtedness denominated in Dollars, the greater of (x) the Term SOFR Rate for a deposit in Dollars with a maturity of one month as of such date and (y) the Floor, if any, applicable thereto as of such date, or (B) for Indebtedness denominated in Euros, the greater of (x) the EURIBOR Rate for a deposit in Euros with a maturity of one month as of such date and (y) the Floor, if any, with respect thereto as of such date, (ii) the applicable interest rate margin for such Indebtedness as of such date, (with such interest rate margin to be determined by reference to the Term SOFR Rate or the EURIBOR Rate, as applicable) and (iii) the amount of OID and upfront fees (which shall be deemed to constitute like amounts of OID) paid or payable by the Borrowers to the lenders with respect to such Indebtedness (with OID and upfront or similar fees being equated to interest rate based on an assumed four-year average life to maturity on a straight-line basis and without any present value discount) (it being understood that “Effective Yield” shall not include amendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees and any similar fees payable to any lead arranger or bookrunner (or its Affiliates) in connection with the commitment or syndication of such indebtedness, consent fees paid or payable to consenting lenders, ticking fees on undrawn commitments or any other fees not paid or payable generally to all lenders in the primary syndication or placement of such Indebtedness).

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” has the meaning set forth in Section 10.07(a).

“Enforcement Qualifications” has the meaning set forth in Section 5.04.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata or sediment, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means any applicable Law relating to the prevention of pollution. or the protection of the Environment, and the protection of worker health and safety as it relates to

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exposure to Hazardous Materials, including any applicable provisions of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. as it relates to Hazardous Materials, and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant thereto. For the avoidance of doubt, Environmental Laws shall not include Health Care Laws.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Subsidiary directly or indirectly resulting from or based upon (a) an actual or alleged noncompliance with any Environmental Law including any failure to obtain, maintain or comply with any Environmental Permit, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract or agreement to the extent pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Funded Employee Plan Costs” means cash costs or expenses, incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Qualified Equity Interests of Parent, which cash proceeds have been contributed as common equity to the capital of Parent (other than any amount designated as a Cure Amount, an Available Excluded Contribution Amount or any amount used in the Cumulative Credit).

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); provided, that any instrument evidencing Indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests unless and until such instrument is so converted or exchanged.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary or is treated as a single employer within the meaning of Section 414(b) or (c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered,” “critical” or “critical and declining” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate, the treatment of a Pension Plan or

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Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, whether or not waived, or the filing, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for the waiver of the minimum funding standard with respect to any Pension Plan; (h) a failure by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate to make a required contribution to a Multiemployer Plan; (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to a Loan Party or any Restricted Subsidiary; (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate; or (k) the imposition of a Lien pursuant to Section 430(k) of the Code or pursuant to Section 303(k) of ERISA with respect to any Pension Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, the EURIBOR Screen Rate on the day that is two Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that, if the EURIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“EURIBOR Rate Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the EURIBOR Rate.

“EURIBOR Screen Rate” means, for any day and time and for any Interest Period, the rate per annum equal to the Euro Interbank Offered Rate, as published by Reuters (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) for such Interest Period.

“Euro Equivalent” means, with respect to an amount of an Approved Currency other than Euros, the equivalent amount thereof in Euros as determined by the Administrative Agent or the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination) for the purchase of Euros with such Approved Currency.

“Euro Tranche B Term Loan” means a Tranche B Term Loan denominated in Euros and made by a Lender to the Borrowers pursuant to Section 2.01(a).

“Euro Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Euro Tranche B Term Loan, and “Euro Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Euro Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01A hereto or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s Euro Tranche B Term Loan Commitment as of the Closing Date. The aggregate amount of the Euro Tranche B Term Loan Commitments as of the Closing Date is €1,250,000,000.

“Euros” means lawful currency of the European Union.

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“Event of Default” has the meaning set forth in Section 8.01.

“Excess Cash Flow” means, for any fiscal year, an amount equal to:

(a)	the sum, without duplication, of:

(i)Consolidated Net Income for such period,

(ii)an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income,

(iii)decreases in Consolidated Working Capital for such period and long-term accounts receivable of Parent and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by Parent and its Restricted Subsidiaries completed during such period or the application of purchase accounting),

(iv)an amount equal to the aggregate net non-cash loss on Dispositions by the Parent and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,

(v)expenses deducted from Consolidated Net Income during such period in respect of expenditures made during any prior period for which a deduction from Excess Cash Flow was made in such period pursuant to clause (b)(vii), (b)(viii), (b)(x) or (b)(xi) below, and

(vi)cash income or gain (actually received in cash) excluded from the calculation of Consolidated Net Income for such period pursuant to the definition thereof, minus

(b)	the sum, without duplication, of:

(i)an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, and cash charges included in clauses (a) through (o) of the definition of “Consolidated Net Income,”

(ii)to the extent financed with Internally Generated Cash, the aggregate amount of all principal payments of Indebtedness of Parent or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Financing Lease Obligations and (B) the amount of any scheduled repayment of Initial Term Loans, Extended Term Loans, Refinancing Term Loans, Incremental Term Loans or Replacement Term Loans and any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (X) all other prepayments of Term Loans and (Y) all prepayments or repayments in respect of any revolving credit facility),

(iii)an amount equal to the aggregate net non-cash gain on Dispositions by the Parent and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(iv)increases in Consolidated Working Capital and long-term accounts receivable of Parent and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by Parent and its Restricted Subsidiaries during such period or the application of purchase accounting) for such period,

(v)cash payments by Parent and its Restricted Subsidiaries during such period in respect of long-term liabilities or long-term assets of Parent and its Restricted Subsidiaries other

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than Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and to the extent financed with Internally Generated Cash,

(vi)to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and to the extent financed with Internally Generated Cash, cash payments made in respect of earn-outs and deferred purchase price obligations;

(vii)without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Parent and its Restricted Subsidiaries pursuant to binding contracts or executed letters of intent (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions, Investments or Capital Expenditures to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments then due and payable that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the four consecutive fiscal quarters of Parent following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such acquisitions, Investments or Capital Expenditures during such period is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow for the next fiscal year,

(viii)cash expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income,

(ix)any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset,

(x)reimbursable or insured expenses incurred during such fiscal year to the extent that such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income, and

(xi)cash expenditures for costs and expenses in connection with acquisitions or Investments, dispositions and the issuance of equity interests or Indebtedness (including with respect to the Transactions) to the extent not deducted in arriving at such Consolidated Net Income.

Notwithstanding anything in the definition of any term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall be computed for Parent and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of the Borrowers commencing with and including the fiscal year ending December 31, 2027.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means with respect to assets of U.S. Loan Parties, the following and otherwise subject to the Agreed Security Principles, (i) any fee owned real property (other than Material Real Properties), any leasehold rights and interests in real property (it being understood that there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters) and any fee owned real property located in a Flood Zone, (ii) motor vehicles and other assets subject to certificates of title to the extent perfection of the security interest in such assets cannot be accomplished by the filing of a UCC financing statement (or equivalent), (iii) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a grant of a security

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interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than Parent or any of its Subsidiaries), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law, but excluding the proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable Law notwithstanding such prohibition, (iv) those assets to the extent that a grant of a security interest in such assets (A) is prohibited by contract (including leases and licenses) binding on such assets at the time of acquisition thereof and not entered into in contemplation of such acquisition, applicable Law, or any governmental licenses or state or local franchises, charters and authorizations, or (B) requires governmental consents required pursuant to applicable Law that have not been obtained (after the exercise of commercially reasonable efforts to obtain such consent) in each case of clauses (A) and (B), after giving effect to the applicable anti-assignment provisions of the UCC and other applicable Law, but excluding the proceeds thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, (v) margin stock, and to the extent not permitted by the terms of such Person’s organizational or joint venture documents after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law, Equity Interests in any Person other than wholly-owned Subsidiaries, but excluding the proceeds thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, (vi) [reserved], (vii) any property subject to a Lien permitted by Section 7.01(u) or (aa) (to the extent relating to a Lien originally incurred pursuant to Section 7.01(u)) to the extent that the granting of a security interest in such property would be prohibited under the terms of the Indebtedness secured thereby so long as such prohibition is not incurred in contemplation of, the acquisition of such property after giving effect to the applicable anti-assignment provisions of the UCC, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition or restriction, (viii) any intent-to-use trademark application prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application, solely to the extent that, and during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of, or void, such intent-to-use trademark application or any registration that may issue therefrom under applicable federal law, (ix) assets where, reasonably agreed by the Administrative Agent and the Borrower Representative in writing, that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets are excessive in relation to the practical benefits to be obtained by the Lenders therefrom, (x) Equity Interests of captive insurance subsidiaries, (xi) Equity Interests and assets of Unrestricted Subsidiaries, (xii) [reserved], (xiii) with respect to the Obligations of the U.S. Loan Parties only, Equity Interests in excess of 65% of the outstanding voting Equity Interests of each Subsidiary that is (A) a CFC or (B) a FSHCO, (xiv) Equity Interests of Immaterial Subsidiaries that are not Guarantors, not-for-profit Subsidiaries, any Securitization Subsidiary, (xv) with respect to the Obligations of the U.S. Loan Parties only, Equity Interests of any direct or indirect Subsidiary of a direct or indirect Subsidiary of Parent that is (A) a CFC or (B) a FSHCO and (xvi) letter-of-credit rights and commercial tort claims, in each case with a value of less than $50,000,000 individually or $100,000,000 in the aggregate, except to the extent a security interest therein can be perfected by the filing of a Uniform Commercial Code financing statement and (xvii) to the extent segregated and used exclusively to hold funds in trust for the benefit of unaffiliated third parties, (A) payroll, healthcare and other employee wage and benefit accounts, (B) tax accounts, including, without limitation, sales tax accounts, (C) escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A) through (D), the funds or other property held in or maintained in any such account; provided, however, that Excluded Assets shall not include any Proceeds, substitutions replacements of any Excluded Assets referred to in clauses (i) through (xvii) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (i) through (xvii)).

“Excluded Information” has the meaning set forth in Section 2.05(a)(vi)(F).

“Excluded Subsidiary” means (i) with respect to a Domestic Subsidiary (a) any Subsidiary that is not a wholly-owned direct or indirect Subsidiary of Parent, (b) any Subsidiary that is prohibited

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or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to Parent or one of their subsidiaries as reasonably determined by the Borrowers and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) with respect to the Obligations of the U.S. Loan Parties only, any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Parent that is a CFC, (h) with respect to the Obligations of the U.S. Loan Parties only, any direct or indirect Domestic Subsidiary of Parent that is a FSHCO, (i) captive insurance Subsidiaries, (j) any Subsidiary that is not a Material Subsidiary, (k) any Subsidiary that is not required to be a Loan Party in order for the Borrowers to be in compliance with Section 6.18 and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment) and (ii) any Foreign Subsidiary that is not required to be a Loan Party in order for the Borrowers to be in compliance with Section 6.18. For the avoidance of doubt, the Borrowers shall not constitute an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap Obligation”), if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

“Excluded Taxes” means (a) any Tax imposed on the overall net income or net profits of a Person (including any branch profits or franchise Tax or minimum Tax imposed in lieu thereof) (i) by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (including, in the case of a Lender, its applicable lending office) is located or (ii) that is an Other Connection Tax, (b) with respect to any Lender of a Loan to the U.S. Borrower, any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law in effect on the date which (i) Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment requested under Section 3.07) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply with Section 3.01(d), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any deduction or withholding for or on account of any Taxes imposed under the laws of Ireland on a payment by the

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Borrowers which, on the date on which the payment falls due, could have been made to the Lender, participant or other recipient without any deduction or withholding for or on account of Tax if the Lender on whose account the payment was made had been an Irish Qualifying Lender but, on that date, the Lender, participant or other recipient (or as the case may be) is not or has ceased to be an Irish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of), any law or Irish Treaty, or any published practice or concession of any relevant tax authority.

“Existing Credit Facility” means that certain Credit and Guaranty Agreement, dated as of November 15, 2019, among the Grifols Worldwide Operations Limited, Grifols Worldwide Operations USA Inc. and the Parent, as borrowers, and certain subsidiaries of the Parent, as guarantors thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent thereunder.

“Existing Intercreditor Agreement” means the Pari Passu Intercreditor Agreement, dated as of November 15, 2019, between the Collateral Agent, the European Investment Bank and the collateral agent with respect to each of the Existing Senior Secured Notes Documents and acknowledged by the Loan Parties, as amended by that certain First Amendment to Intercreditor Agreement, dated as of May 18, 2022, and that certain Second Amendment to Intercreditor Agreement, dated as of April 30, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified.

“Existing Revolver Tranche” has the meaning set forth in Section 2.16(b).

“Existing Senior Secured Notes” means (i) the €739,609,000 in aggregate principal amount of the 2.250% Senior Secured Notes, which shall no longer be considered Existing Senior Secured Notes once the Refinancing with respect thereto has occurred; (ii) the €1,300,000,000 in aggregate principal amount of the Parent’s 7.500% senior secured notes due 2030 issued pursuant to the 7.500% Senior Secured Notes Indenture (the “7.500% Senior Secured Notes”) and (iii) €1,300,000,000 in aggregate principal amount of the Parent’s 7.125% senior secured notes due 2030 issued pursuant to the 7.125% Senior Secured Notes Indenture (the “7.125% Senior Secured Notes”).

“Existing Senior Secured Notes Documents” means the Existing Senior Secured Notes Indentures and the other transaction documents referred to therein.

“Existing Senior Secured Notes Indentures” means the (i) the 2.250% Senior Secured Notes Indenture, (ii) 7.500% Senior Secured Notes Indenture, and (iii) 7.125% Senior Secured Notes Indenture, in each case as may be amended and supplemented from time to time.

“Existing Senior Unsecured Notes” means (i) €1,400,000,000 in aggregate principal amount of the Parent’s 3.875% senior notes due 2028 issued pursuant to the Existing Senior Unsecured Notes Indenture (the “3.875% Senior Unsecured Notes”) and (ii) $705,000,000 in aggregate principal amount of the Parent’s 4.750% senior notes due 2028 issued pursuant to the 4.750% Senior Unsecured Notes Indenture (the “4.750% Senior Unsecured Notes”).

“Existing Senior Unsecured Notes Documents” means the Existing Senior Unsecured Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement).

“Existing Senior Unsecured Notes Indenture” means the indenture among the Parent, as issuer, the guarantors listed therein and the trustee referred to therein pursuant to which the (i) 3.875% Senior Unsecured Notes and (ii) 4.750% Senior Unsecured Notes were issued, as such indenture may be amended and supplemented from time to time.

“Existing Term Loan Tranche” has the meaning set forth in Section 2.16(a).

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“Extended Revolving Credit Commitments” has the meaning set forth in Section 2.16(b).

“Extended Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from an Extension Amendment.

“Extended Term Loans” has the meaning set forth in Section 2.16(a).

“Extending Revolving Credit Lender” has the meaning set forth in Section 2.16(c).

“Extending Term Lender” has the meaning set forth in Section 2.16(c).

“Extension” means the establishment of an Extension Series by amending a Loan pursuant to the terms of Section 2.16 and the applicable Extension Amendment.

“Extension Amendment” has the meaning set forth in Section 2.16(d).

“Extension Election” has the meaning set forth in Section 2.16(c).

“Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.

“Extension Series” means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.

“Facility” means the Revolving Credit Facility, any series of New Revolving Credit Commitments, a given Extension Series of Extended Revolving Credit Commitments, a given Refinancing Series of Refinancing Revolving Credit Loans, any Term Facility, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans or a given Refinancing Series of Refinancing Term Loans, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or other official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above) and any agreements or arrangements between the United States or the United States Treasury Department and a foreign government or one or more agencies thereof to implement the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement, any intergovernmental agreements implementing the foregoing and any laws, fiscal or regulatory legislation, rules, guidance notes and practices adopted by a non-U.S. jurisdiction to implement the foregoing or any similar provisions of non-U.S. law.

“FCPA” has the meaning set forth in Section 5.17(a).

“FDA” has the meaning set forth in Section 5.20(e).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the Federal Funds Effective Rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letters” means each Fee Letter with respect to the Transactions, , among the Parent on the one hand and the Arrangers, Administrative Agent or Revolving Lenders on the other hand.

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“Financial Covenant Event of Default” has the meaning set forth in Section 8.02(e).

“Financing Lease Obligation” means, an obligation that is required to be classified and accounted for as a financing or capital lease on both the balance sheet and income statement for financial reporting purposes in accordance with IFRS, provided that a lease that would have been classified and accounted for as an operating lease pursuant to IAS 17 shall not be a Financing Lease Obligation. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with IFRS applying IAS 17 in lieu of IFRS 16 (Leases).

“Fitch” means Fitch Ratings Inc. and any successor thereto.

“Flood Hazard Property” means any real property or portion of any real property that is (a) in an area designated by the Federal Emergency Management Agency (or any successor agency) as being located in a special flood hazard area, and (b) contains “improved real estate” or a “mobile home” (as defined by the Flood Insurance Laws) within such special flood hazard area.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Floor” means 0.00% per annum.

“Foreign Law Security Documents” means each of the Spanish Security Documents, the Irish Security Documents and the German Security Documents.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Parent which is not a Domestic Subsidiary.

“Foreign Subsidiary Excess Cash Flow” has the meaning set forth in Section 2.05(b)(v).

“Free and Clear Incremental Amount” has the meaning set forth in Section 2.14(d)(v).

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“FSHCO” means any Domestic Subsidiary of a U.S. Loan Party (owned by such U.S. Loan Party within the meaning of Section 958(a) of the Code) that has no material assets other than Equity Interests of one or more direct or indirect Subsidiaries that are CFCs.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“German Loan Party” means any Loan Party (i) organized under the laws of Germany or (ii) organized in a jurisdiction other than Germany whose centre of main interest (as that term is used in article 3(1) of Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended) is in Germany.

“German Security Documents” means the German law governed security documents to be entered into by any Loan Party (and notarized if required under German law) creating or expressed to create a security over all or any part of the assets or Equity Interests of any German Restricted Subsidiary in respect of the Obligations of each Loan Party under the Loan Documents.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational body exercising such powers or functions, such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, certification, registration, approval, clearance, plan, directive, marking, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” has the meaning set forth in Section 10.07(h).

“Group” means, collectively, the Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries.

“Group Member” means the Parent or any of its Restricted Subsidiaries or Unrestricted Subsidiaries.

“Guarantee” means, as to any Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness by another Person (the primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 11.01.

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“Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement” and shall include Parent, the Borrowers and each Restricted Subsidiary that shall have become a Guarantor pursuant to Section 6.11. For the avoidance of doubt, the Borrowers in their sole discretion may cause any Restricted Subsidiary that is not a Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary to execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, and any such Restricted Subsidiary shall be a Guarantor, Loan Party and Subsidiary Guarantor hereunder for all purposes; provided that, (a) if such Restricted Subsidiary is not organized in the United States, Canada, Spain, Ireland or Germany, the jurisdiction of organization of such Restricted Subsidiary, such jurisdiction of organization is reasonably satisfactory to the Administrative Agent and Collateral Agent, (b) the Borrowers shall provide all documentation and other information reasonably requested in connection with applicable “know your customer” rules, and (c) such Restricted Subsidiary shall have complied with the Collateral and Guarantee Requirement.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means all hazardous or toxic materials, substances or wastes, and all pollutants or contaminants, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold that are regulated pursuant to, or which could give rise to liability under, Environmental Law.

“Health Care Laws” has the meaning set forth in Section 5.20(a).

“Hedge Bank” means any Person that is a Lender, an Agent or any other third party, or an Affiliate of any of the foregoing, at the time it enters into a Secured Hedge Agreement or a Treasury Services Agreement, as applicable, in its capacity as a party thereto and (other than any Person that is an Agent or an Affiliate of an Agent at the time it enters into such Secured Hedge Agreement) that has been specifically designated a “Hedge Bank” with respect to such Secured Hedge Agreement or Treasury Services Agreement, as applicable, in a writing from the Borrower Representative to the Administrative Agent, and (other than a Person already party hereto as a Lender or Agent or any Person that is an Affiliate of an Agent at the time it enters into such Secured Hedge Agreement) that delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Section 10.05, Section 10.15 and Section 10.16 and Article IX as if it were a Lender.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Identified Participating Lenders” has the meaning set forth in Section 2.05(a)(vi)(C)(3).

“Identified Qualifying Lenders” has the meaning set forth in Section 2.05(a)(vi)(D)(3).

“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Parent, the Borrowers or the Restricted Subsidiaries are, or may be, required to comply; provided that:

(a)	except as otherwise set forth herein, all ratios and calculations based on IFRS shall be computed in accordance with IFRS as in effect on the Closing Date;
(b)	at any time after the Closing Date, the Parent may elect to establish that IFRS shall mean IFRS as in effect on or prior to the date of such election; provided, further, that any such election, once made, shall be irrevocable;
---	---
(c)	at any time after the Closing Date, the Parent may elect to apply other generally accepted accounting principles in lieu of IFRS and, upon any such election, references
---	---

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herein to IFRS shall thereafter be construed to mean such other generally accepted accounting principles (other than as set forth herein), including as to the ability of the Parent to make an election pursuant to clause (b) above; provided, further, that any calculation or determination herein that require the application of IFRS for periods that include financial quarters ended prior to the Parent’s election to apply such other generally accepted accounting principles shall remain as previously calculated or determined in accordance with IFRS;

(d)	notwithstanding (a) and (b) above, for purposes of the financial statements references in Section 6.01, IFRS shall mean IFRS as endorsed by the European Union from time to time or any variation thereof or such other generally accepted accounting principles as have been selected in accordance with (c) above as then in effect; and
(e)	if there occurs a change in IFRS and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations of amounts and ratios) used herein (an “Accounting Change”) then the Borrowers may elect that such standards, terms or measures shall be calculated as if such Accounting Change had not occurred.
---	---

“Immaterial Subsidiary” means, at any date of determination, any Subsidiary of Parent that is not a Material Subsidiary.

“Incremental Amendment” has the meaning set forth in Section 2.14(f).

“Incremental Commitments” has the meaning set forth in Section 2.14(a).

“Incremental Equivalent Debt” has the meaning set forth in Section 7.03(z).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(d).

“Incremental Lenders” has the meaning set forth in Section 2.14(c).

“Incremental Loan” has the meaning set forth in Section 2.14(b).

“Incremental Request” has the meaning set forth in Section 2.14(a).

“Incremental Revolving Credit Lender” has the meaning set forth in Section 2.14(c).

“Incremental Revolving Loan” has the meaning set forth in Section 2.14(b).

“Incremental Revolving Loan Commitments” has the meaning set forth in Section 2.14(a).

“Incremental Term Commitments” has the meaning set forth in Section 2.14(a).

“Incremental Term Lender” has the meaning set forth in Section 2.14(c).

“Incremental Term Loan” has the meaning set forth in Section 2.14(b).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a)	all obligations of such Person for borrowed money to the extent such indebtedness would be considered indebtedness for borrowed money in accordance with IFRS and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b)	the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;
(c)	net obligations of such Person under any Swap Contract;
---	---
(d)	all obligations of such Person to pay the deferred purchase price of property or services, which purchase price is (i) due more than twelve (12) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument;
---	---
(e)	indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
---	---
(f)	all Attributable Indebtedness;
---	---
(g)	all obligations of such Person in respect of Disqualified Equity Interests if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with IFRS; provided that Indebtedness of any direct or indirect parent of a Borrower appearing on the balance sheet of such Borrower solely by reason of push-down accounting under IFRS shall be excluded; and
---	---
(h)	to the extent not otherwise included above, all Guarantees of such Person in respect of Indebtedness described in clauses (a) through (g) in respect of any of the foregoing.
---	---

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited, (B) in the case of Parent and its Restricted Subsidiaries, exclude all intercompany liabilities having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business (other than, with respect to Indebtedness of Parent and its Restricted Subsidiaries, intercompany Indebtedness owing by Parent or any Restricted Subsidiary to any Unrestricted Subsidiary) and (C) exclude (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation, deferred purchase price obligations, contingent post-closing purchase price adjustments or indemnification payments in connection with any Permitted Acquisition or permitted Investment, any acquisition or Investment consummated prior to the Closing Date or any permitted Disposition, unless such obligation is not paid after becoming due and payable, (iii) accruals for payroll and other liabilities accrued in the ordinary course of business, (iv) obligations under any Securitization Facility, (v) Non-Financing Lease Obligations, (vi) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (vii) Contingent Obligations. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” means, any Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

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“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning set forth in Section 10.08.

“Initial Dollar Term Commitment” means the Term Commitments of the Initial Dollar Term Lenders as of the Closing Date.

“Initial Dollar Term Lender” means, at any time, any Lender that has an Initial Dollar Term Commitment or an Initial Dollar Term Loan.

“Initial Dollar Term Loans” means the Dollar-denominated term loans made by the Lenders on the Closing Date to the U.S. Borrower pursuant to Section 2.01(a)(1).

“Initial Euro Term Commitment” means the Term Commitments of the Initial Euro Term Lenders as of the Closing Date.

“Initial Euro Term Lender” means, at any time, any Lender that has an Initial Euro Term Commitment or an Initial Euro Term Loan.

“Initial Euro Term Loans” means the euro-denominated term loans made by the Lenders on the Closing Date to the Irish Borrower pursuant to Section 2.01(a)(viii).

“Initial Lender” means each of the Lenders set forth on Schedule 1.01A on the Closing Date.

“Initial Term Loans” means the Initial Dollar Term Loans and Initial Euro Term Loans.

“InsO” means the German Insolvency Code (Insolvenzordnung).

“Instituto Grifols” means Instituto Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, an indirect wholly owned subsidiary of the Parent.

“Intellectual Property” means all intellectual property (and the collective reference to all rights, priorities and privileges relating thereto), whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses (as each such term is defined in the U.S. Pledge and Security Agreement), and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

“Intellectual Property Security Agreement” has the meaning set forth in the U.S. Pledge and Security Agreement.

“Intercreditor Agreement” shall mean the Existing Intercreditor Agreement and any other intercreditor agreement executed in connection with any transaction requiring such agreement to be executed pursuant to the terms hereof, among the Collateral Agent, Administrative Agent, the Borrowers, the Guarantors and one or more Senior Representatives of Indebtedness incurred under Section 2.14 or Section 7.03 or any other party, as the case may be, on customary terms reasonably satisfactory to the Administrative Agent and Collateral Agent, in each case, as amended, restated, supplemented or otherwise modified (or replaced in connection with a Refinancing Amendment or incurrence of Indebtedness under Section 7.03) from time to time with the consent of the Agents (such consent not to be unreasonably withheld or delayed).

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“Intercreditor Threshold” means Indebtedness that is an amount in excess of aggregate principal amount of $500,000,000.

“Interest Payment Date” means, (a) as to any Term Benchmark Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Term Benchmark Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, (b) as to any Term CORRA Rate Loan, the last day of the CORRA Interest Period applicable to such Loan and the appliable Maturity Date of the Facility under which such Loan was made, (c) as to any SONIA Rate Loan, the last day of the SONIA Interest Period applicable to such Loan and the applicable Maturity Date of the of the Facility under which such Loan was made and (d) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each (a) Term Benchmark, the period commencing on the date such Term Benchmark Loan is disbursed or converted to or continued as a Term Benchmark Loan and ending on the date one, three or six months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency) and (b) as to each SONIA Rate Loan, the period beginning on (and including) the date on which the SONIA Rate Borrowing is made or continued to (but excluding) the date which is one month thereafter (or, if there is no such numerically corresponding day in such month, then the last day of such month) (clause (b) of the definition of “Interest Period”, the “SONIA Interest Period”); provided that:

(a)	any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)	any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;
---	---
(c)	no Interest Period shall extend beyond the applicable Maturity Date; and
---	---
(d)	no tenor that has been removed from this definition pursuant to Section 3.03(e) shall be available for specification in any Committed Loan Notice.
---	---

“Internally Generated Cash” means, with respect to any Person, funds of such Person and its Subsidiaries not constituting (x) proceeds of the issuance of (or contributions in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness by such Person or any of its Subsidiaries (other than under any revolving credit facility or line of credit) or (z) proceeds of Dispositions and Casualty Events.

“Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers or suppliers in the ordinary course of business, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Equity Interest, Indebtedness or other similar instruments issued by, such other persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of IFRS; provided that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested

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(measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment and, to the extent applicable, shall be determined based on the equity value of such Investment and reduced by any dividend, distribution, interest payments, return on capital, repayment or other amount received by Parent or Restricted Subsidiary.

“IP Rights” has the meaning set forth in Section 5.15.

“Irish Borrower” has the meaning specified in the preamble hereto.

“Irish Loan Party” means any Loan Party incorporated, established and/or registered under the laws of Ireland.

^^“Irish Qualifying Lender” means a Lender or participant which is beneficially entitled to interest payable to that Lender or participant under this Agreement and is:

(a)	a person which by virtue of the law of a Relevant Territory is resident for Tax purposes in that Relevant Territory except, in a case where the person is a company and interest is paid to that company in connection with a trade or business which is carried on through a branch or agency in Ireland;
(b)	a U.S. corporation that is incorporated in the United States, and is subject to U.S. federal income tax on its worldwide income, provided, that such U.S. corporation does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
---	---
(c)	a U.S. LLC, where the ultimate recipients of the interest payable to that LLC satisfy the requirements set out in clause (a) or (b) above and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes, provided, that such LLC and the ultimate recipients of the relevant interest do not provide their commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
---	---
(d)	an Irish Treaty Lender;
---	---
(e)	a bank within the meaning of Section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes of Section 246(3)(a) of the TCA and the office through which it will perform its obligations under this Agreement is located in Ireland;
---	---
(f)	an authorized credit institution under the terms of Directive 2013/36/EU and has duly established a branch in Ireland having made all necessary notifications to its home state competent authorities required thereunder in relation to its intention to carry on banking business in Ireland and such credit institution is recognized by the Revenue Commissioners in Ireland as carrying on a bona fide banking business in Ireland (for the purposes of Section 246(3) of the TCA) and the office through which it will perform its obligations under this Agreement is located in Ireland;
---	---
(g)	a company (within the meaning of Section 246 of the TCA);
---	---

(i)which advances money in the ordinary course of a trade which includes the lending of money; and

(ii)in whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that company; and

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(iii)which has complied with the notification requirements set out in Section 246(5) of the TCA;

(h)	a qualifying company (within the meaning of Section 110 of the TCA) provided the interest is paid in Ireland;
(i)	an exempt approved scheme within the meaning of section 774 TCA provided the interest is paid in Ireland; or
---	---
(j)	an investment undertaking (within the meaning of Section 739B of the TCA) provided the interest is paid in Ireland.
---	---

“Irish Security Documents” means the Irish law governed security documents to be entered into by any Loan Party creating or purporting to create security (i) over all or any part of the assets or Equity Interests of the Irish Borrower, (ii) over all or any part of the assets or Equity Interests of Grifols Worldwide Operations Limited and (iii) as may be required in accordance with the Collateral and Guarantee Requirements, in each case, in respect of the Obligations of each Loan Party under the Loan Documents.

“Irish Treaty Lender” means a Lender which is treated as a resident of a Treaty State for the purposes of a Treaty and does not carry on a business in Ireland through a permanent establishment (as defined in the relevant treaty) with which that Lender’s participation in this Agreement is effectively connected, which subject to the completion of procedural formalities is entitled to be paid interest without the deduction of Irish tax under that Treaty.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Junior Financing” has the meaning set forth in Section 7.11(a).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for under this Agreement.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the reinstatement or increase of the amount thereof.

“L/C Issuer” means any Person that becomes an L/C Issuer in accordance with Section 2.03(k) or Section 10.07(i), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule

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3.13 or 3.14 of the ISP or any similar term stated in the Letter of Credit or in rules or laws to which the Letter of Credit is made subject or if there is a pending drawing, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Initial Term Loans, Incremental Revolving Loan Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Extended Term Loans, Incremental Term Loans, Refinancing Term Loans, Replacement Term Loans and Refinancing Term Commitments, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, legally binding guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the legally binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, legally binding requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCT Election” has the meaning set forth in Section 1.08.

“LCT Test Date” has the meaning set forth in Section 1.08.

“Lead Arrangers” means Bank of America Europe Designated Activity Company, Bank of America, N.A., J.P. Morgan Securities PLC, Banco Santander, S.A., DNB Bank ASA, Sweden Branch, Citibank, N.A., London Branch, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, Landesbank Hessen-Thüringen Girozentrale, UBS AG London Branch, ING Bank N.V., Sucursal en España and Nomura Securities International, Inc..

“Lender” means each financial institution listed on the signature pages hereto as a Lender and, as the context requires, includes an L/C Issuer, a provider of an Ancillary Facility and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lender Party” and “Lender Recipient Parties” mean, collectively, the Lenders, the Swing Line Lender and the L/C Issuer.

“Lending Office” means, as to any Lender, such office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit and may be issued in any Approved Currency.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Commitment” shall mean, as to any L/C Issuer, the amount set forth on Schedule 1.01A opposite such L/C Issuer’s name or, in the case of an L/C Issuer that becomes an L/C Issuer after the Closing Date, the amount notified in writing to the Administrative Agent by the Borrowers and such L/C Issuer; provided that the Letter of Credit Commitment of any L/C Issuer may be increased or decreased if agreed in writing between the Borrowers and such L/C Issuer (each acting in its sole discretion) and notified to the Administrative Agent.

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“Letter of Credit Expiration Date” means the day that is five Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Financing Lease Obligations having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, “Lien” shall not be deemed to include (i) any license or other contractual obligation relating to any IP Rights to the extent permitted under Section 7.01 or (ii) any Non-Financing Lease Obligation.

“Limited Condition Transaction” means any acquisition, Investment or Restricted Payment, including by way of merger, by Parent or one or more of its Restricted Subsidiaries, in each case, permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

“Loan” means an extension of credit under Article II by a Lender to the Borrowers in the form of a Term Loan or a Revolving Credit Loan or a Swing Line Loans (including any Initial Term Loans, any Incremental Term Loans and any extensions of credit under any Revolving Commitment Increase, any extension of credit under any New Revolving Credit Commitments, any Extended Term Loans and any extensions of credit under any Extended Revolving Credit Commitment, any Refinancing Term Loans and any extensions of credit under any Refinancing Revolving Credit Commitment and any Replacement Term Loans).

“Loan Documents” means, collectively, (i) this Agreement (including the schedules hereto), (ii) the Notes, (iii) the Collateral Documents, (iv) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (v) each Letter of Credit Application, (vi) the Fee Letters, and (vii) any amendment or joinder to this Agreement.

“Loan Parties” means, collectively, the Parent, the Borrowers and each Subsidiary Guarantor.

“Management Advances” shall have the meaning set forth in Section 7.02(b) herein.

“Margin Stock” shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of Parent or any of its Controlling Entities that are traded on a securities exchange on the date of the declaration of a Restricted Payment, multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Master Agreement” shall have the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means a circumstance or condition that would or could reasonably be expected to materially and adversely affect (i) the business, property, financial condition or operations of the Parent and its Subsidiaries, taken as a whole or (ii) the material rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, taken as a whole, including the legality, validity, binding effect or enforceability of the Loan Documents.

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“Material Indebtedness” means Indebtedness with a principal balance greater than $1,000,000,000; provided that Material Indebtedness shall not include the 2.250% Senior Secured Notes as in effect on the Closing Date.

“Material Intellectual Property” means the Intellectual Property exploited in, or otherwise required in order to conduct, the business of the Parent and its Subsidiaries in all material respects as it is being conducted, to the extent that failure to own or have such Intellectual Property licensed to it would have a material adverse effect on the business, assets or financial condition of the Parent and its Restricted Subsidiaries, taken as a whole.

“Material Non-Public Information” means, information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Material Real Property” means, other than Flood Hazard Property, any fee-owned real property located in the United States that is owned by any Loan Party and that has a fair market value in excess of the greater of $655,608,000 and 30.0% of Consolidated Adjusted EBITDA determined on a Pro Forma Basis in accordance with Section 1.09 (measured at the time of acquisition, as reasonably estimated by Borrowers in good faith).

“Material Subsidiary” means any Subsidiary of the Parent (other than, in any event, Grifols Diagnostic Solutions Inc., a Delaware corporation) that has earnings before interest, tax, depreciation and amortization (calculated on the same basis as the defined term “Consolidated Adjusted EBITDA”) representing 10.0% or more of the Consolidated Adjusted EBITDA of the Group, calculated on a consolidated basis:

(a)	the earnings before interest, tax, depreciation and amortization of a Subsidiary will be determined from its financial statements (consolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;
(b)	if a Subsidiary becomes a Group Member after the date on which the latest audited financial statements of the Group have been prepared, the earnings before interest, tax, depreciation and amortization of that Subsidiary will be determined from its latest audited financial statements (consolidated if it has Subsidiaries);
---	---
(c)	the Consolidated Adjusted EBITDA of the Group will be determined for any Test Period, adjusted (where appropriate) to reflect the earnings before interest, tax depreciation and amortization of any company or business subsequently acquired or disposed of; and
---	---
(d)	if a Material Subsidiary disposes of all or substantially all of its assets to another Group Member, it will immediately cease to be a Material Subsidiary and the other Group Member (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not.
---	---

“Maturity Date” means (i) with respect to the Initial Term Loans, April 14, 2033 and (ii) with respect to the Revolving Credit Facility (A) if the Springing Maturity Condition does not apply, October 14, 2032 and (B) if the Springing Maturity Condition does apply, the Springing Maturity Date; provided, that in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning set forth in Section 10.10.

“MFN Excluded Amount” has the meaning set forth in Section 2.14(e)(iii).

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Mortgages” means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs, assignments of leases and rents, and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent and the applicable Borrower, and including such provisions as shall be necessary to conform such document to applicable local law and any other mortgages executed and delivered pursuant to Section 6.11, in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified. If any Mortgaged Property is located in a jurisdiction which imposes mortgage recording tax, intangibles tax, documentary stamp tax or other similar fees, charges, or impositions, the applicable Mortgage shall not secure an amount in excess of 100% of the fair market value of such Mortgaged Property as of the Closing Date or, with respect to any such Mortgaged Property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably determined by the Borrower Representative.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions or has any other liability, or during the preceding six plan years, has made or been obligated to make contributions.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Group in the form prepared for presentation to senior management thereof or consistent with past practice for the applicable period.

“Net Proceeds” means:

(a)

100% of the cash proceeds actually received by the Parent or any of its Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or instalment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees and expenses actually incurred in connection therewith, (ii) without duplication of Section 2.05(b)(ii), the principal amount of any Indebtedness that is secured by a Lien (other than a Lien subordinated to the Liens securing the Obligations) on the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), together with any applicable premium, penalty, interest and breakage costs, (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of the Parent or a wholly-owned Restricted Subsidiary as a result thereof, (iv) Taxes and Tax Distributions paid or reasonably estimated to be payable or, without duplication, permitted to be paid as a result thereof, (v) the amount of any reasonable reserve established in accordance with IFRS against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Parent or any of its Restricted Subsidiaries including, without limitation, pension and other post-employment benefit

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liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction) and (vi) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow to the Parent or a Restricted Subsidiary, such amounts net of any related expenses shall constitute Net Proceeds); provided that, if the Parent or its Restricted Subsidiaries use any portion of such proceeds to (i) acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Parent or its Restricted Subsidiaries or to make Permitted Acquisitions or (ii) purchase or otherwise acquire (in one transaction or a series of related transactions) (x) Equity Interests of any Person that becomes a Subsidiary, (y) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (z) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (iii) make any subsequent Investment in a Person, business unit, division, line of business (or assets constituting all or substantially all of the assets or customer lists of any Person or any business unit, division or line of business thereof) previously acquired by the Parent or its Restricted Subsidiaries, in each case within 18 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 18 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 18-month period but within such 18-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such 18-month period and 180 days from the entry into such contractual commitment such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso); provided, further, that at the option of the Borrowers, no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless the aggregate amount of such net proceeds shall exceed the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and

(b)	100% of the cash proceeds from the incurrence, issuance or sale by the Parent or any of its Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonable estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Parent or any Restricted Subsidiary shall be disregarded.

“New Revolving Credit Commitment” has the meaning set forth in Section 2.14(a).

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

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“Non-Financing Lease Obligation” means a lease obligation that is not a Financing Lease Obligation.

“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Notice of Intent to Cure” has the meaning set forth in Section 8.04(a).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, premiums, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender may elect to pay or advance on behalf of such Loan Party in accordance with the terms of the Loan Documents.

“OFAC” has the meaning set forth in Section 5.17(a).

“Offered Amount” has the meaning set forth in Section 2.05(a)(vi)(D).

“Offered Discount” has the meaning set forth in Section 2.05(a)(vi)(D).

“OID” means original issue discount.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation, incorporation or organization and operating agreement, constitution or limited liability company agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“Other Applicable Indebtedness” has the meaning set forth in Section 2.05(b)(ii).

“Other Connection Taxes” means, with respect to the Administrative Agent or any Lender, L/C Issuer or other recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Foreign Currency” means any lawful currency (other than Euro, Sterling or Dollars) approved by, in the case of any borrowing of Revolving Credit Loans, all of the Lenders holding Revolving Credit Commitments; provided, in each case that such currency is freely available, freely transferable and freely convertible into Dollars.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing, property, or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, performance, registration, delivery or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans, Swing Line Loans or, solely with respect to Sections 2.01(b) and 2.05(b)(iv), amounts under an Ancillary Facility on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Overnight Rate” means, for any day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Parent” has the meaning specified in the preamble hereto.

“Parent Entity” has the meaning set forth in Section 7.06(i).

“Participant” has the meaning set forth in Section 10.07(e).

“Participant Register” has the meaning set forth in Section 10.07(e).

“Participating Lender” has the meaning set forth in Section 2.05(a)(vi)(C)(2).

“PBGC” means the Pension Benefit Guaranty Corporation.

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“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party, any Restricted Subsidiary or any ERISA Affiliate or to which any Loan Party, any Restricted Subsidiary or any ERISA Affiliate contributes or has an obligation to contribute or any other liability, or in the case of a plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisition” has the meaning set forth in Section 7.02(i)

“Permitted First Priority Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by any Borrower or any other Loan Party in the form of one or more series of senior secured notes or loans; provided (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations and (ii) that such Indebtedness constitutes Credit Agreement Refinancing Indebtedness.

“Permitted Holders” means (i) the members of the Grifols family, including any company or group comprised solely of the Grifols family members, holding directly or indirectly (the “Existing Holders”), (ii) any Related Person and (iii) a person or group of related persons for purposes of Section 13(d) of the Exchange Act that includes the Persons specified in clauses (i) or (ii) of this definition ; provided that, in the case of such group and without giving effect to such group or any other group, the Existing Holders beneficially own or directly or indirectly control (whether through exercise of voting rights, by contract or otherwise) more than 50% of the aggregate voting power represented by the Equity Interests of the Parent held by such group.

“Permitted Junior Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by any Borrower or any other Loan Party in the form of one or more series of secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a junior priority basis to the Liens on the Collateral securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness and (iii) such Indebtedness meets the Permitted Other Debt Conditions. Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Liens” has the meaning set forth in Section 7.01.

“Permitted Other Debt Conditions” means that such applicable Indebtedness, subject to the Earlier Maturity Indebtedness Exception, does not mature or have scheduled amortization payments of principal or other payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except (x) customary asset sale or change of control or similar event provisions that provide for the prior repayment in full of the Loans and all other Obligations, (y) maturity payments and customary mandatory prepayments for a customary bridge financing which, subject to customary conditions, provides for automatic conversion or exchange into Indebtedness that otherwise complies with the requirements of this definition or (z) AHYDO payments), in each case prior to the Latest Maturity Date at the time such Indebtedness is incurred.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, restructuring, replacement or extension of any Indebtedness of such Person permitted at the time of incurrence pursuant to Section 7.03; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, restructured, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest, fees and premium thereon plus (i) other amounts owing or paid related to such Indebtedness, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal, restructuring, replacement or extension and(ii) an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such

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modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and, unless revolving in nature, has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended (provided that the requirements set forth in this clause (b) shall not apply to any Permitted Refinancing consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (b)), (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e) at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms (i) at least as favorable (taken as a whole) (as reasonably determined by the Borrower Representative) to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and such modification, refinancing, refunding, renewal, replacement or extension is incurred by one or more Persons who is an obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended or (ii) otherwise reasonably acceptable to the Administrative Agent.

“Permitted Repricing Amendment” has the meaning set forth in Section 10.01.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness (including any unsecured Registered Equivalent Notes) incurred by any Borrower or any Loan Party in the form of one or more series of senior unsecured notes or loans; provided that such Indebtedness (a) constitutes Credit Agreement Refinancing Indebtedness and (b) meets the Permitted Other Debt Conditions.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning set forth in Section 6.01.

“Pledged Debt” has the meaning set forth in the U.S. Pledge and Security Agreement.

“Pledged Equity” has the meaning set forth in the U.S. Pledge and Security Agreement.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Bank of America, N.A. as its prime rate in effect; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.

“Pro Forma Compliance” means, with respect to the covenant in Section 7.09, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.09.

“Pro Rata Share” means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving

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Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Proceeding” has the meaning set forth in Section 10.05.

“Proceeds” has the meaning set forth in the U.S. Pledge and Security Agreement.

“Process Agent” has the meaning set forth in Section 10.15(b).

“Proposed New Classes” has the meaning set forth in Section 10.01.

“Public Lender” has the meaning set forth in Section 6.01.

“QFC Credit Support” has the meaning set forth in Section 10.24.

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Securitization Facility” means any Securitization Facility (a) constituting a securitization financing facility that meets the following conditions: (i) the board of directors of the Parent shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to the Group, and (ii) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by the Parent) or (b) constituting a receivables or payables financing or factoring facility.

“Qualifying Lender” has the meaning set forth in Section 2.05(a)(vi)(D)(3).

“Rate Determination Date” means two Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing date by market practice in such interbank market, as determined by the Administrative Agent; provided, that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is the EURIBOR Rate, 11:00 a.m. London time two Business Days preceding the date of such setting, (3) if such Benchmark is the SONIA Rate, then four Business Days prior to such setting, (4) if such Benchmark is Term CORRA, 1:00 p.m., Toronto, Ontario time, two Business Days preceding the date of such setting,

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or (5) if such Benchmark is none of the Term SOFR Rate, Term CORRA, the EURIBOR Rate or the SONIA Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Refinanced Debt” has the meaning set forth in the definition of –“Credit Agreement Refinancing Indebtedness”.

“Refinanced Term Loans” has the meaning set forth in Section 10.01.

“Refinancing” means the (i) repayment in full of the principal, accrued and unpaid interest, fees, premium (if any) and other amounts (other than (i) contingent obligations not then due and payable and that by their terms survive the termination of the Existing Credit Facility and (ii) any existing letters of credit outstanding under the Existing Credit Facility that, on the Closing Date, will be (x) deemed issued hereunder, (y) backstopped by Letters of Credit issued hereunder or (z) cash collateralized in a manner reasonably satisfactory to the issuing banks thereof) outstanding under the Existing Credit Facility, the termination of all commitments to extend credit thereunder and the termination and/or release of all security interests and guaranties in connection therewith and (ii) the satisfaction and discharge of the 2.250% Senior Secured Notes Indenture, which will be consummated on or about the Closing Date by depositing funds sufficient to repay the principal, accrued and unpaid interest, fees, premium (if any) and other amounts outstanding under 2.250% Senior Secured Notes Indenture in full and delivering (on the Closing Date) an irrevocable instruction to redeem all outstanding 2.250% Senior Secured Notes as contemplated by the conditional notice of redemption first delivered to the trustee on April 7, 2026, and the termination and/or release of all security interests and guaranties in connection therewith.

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrowers, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of the Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15.

“Refinancing Revolving Credit Commitments” means one or more Classes of Revolving Credit Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from a Refinancing Amendment.

“Refinancing Series” means all Refinancing Term Loans and Refinancing Term Commitments or Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments that (i) are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans and Refinancing Term Commitments or Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments provided for therein are intended to be a part of any previously established Refinancing Series), (ii) are denominated in the same currency and (iii) provide for the same Effective Yield (other than, for this purpose, any original issue discount or upfront fees), if applicable and amortization schedule.

“Refinancing Term Commitments” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Register” has the meaning set forth in Section 10.07.

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“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation” has the meaning set forth in Section 5.22.

“Regulatory Permits” has the meaning set forth in Section 5.20.

“Rejection Notice” has the meaning set forth in Section 2.05(b)(viii).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Related Person” means, with respect to the Existing Holders, (i) his or her spouse, parents, siblings, members of his or her immediate family (including adopted children and step children) and/or direct lineal descendants, (ii) any trust, partnership or other similar entity or arrangement established for the benefit of one or more Existing Holders or the estate, executor, administrator, committee or beneficiaries of any Existing Holders, (iii) any trust, corporation, partnership or other entity, in which (x) the beneficiaries, stockholders, partners or owners, as applicable, are comprised solely of Existing Holders and those Persons referred to in clause (i) of this definition or (y) Existing Holders and Persons referred to in clause (i) of this definition beneficially own or control (whether through exercise of voting rights, by contract or otherwise) more than 50% of the controlling interest of such entities or arrangements.

“Related Transaction” means, with respect to any Limited Condition Transaction, (i) any incurrence of Indebtedness or Liens and (ii) any making of Restricted Payments, Dispositions, Permitted Acquisitions, other Investments or prepayments, repurchases, redemptions, defeasances or other satisfactions of any Junior Financing, in each case of clauses (i) and (ii) undertaken in connection with such Limited Condition Transaction.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing of Hazardous Materials into, onto, under or through the Environment or any facility or property.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board, the NYFRB and/or the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB, or any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and (iv) with respect to a Benchmark Replacement in respect of Loans denominated in Canadian Dollars, the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or, in each case, any successor thereto.

“Relevant Jurisdiction” means, in relation to a Loan Party: (a) its jurisdiction of organization; (b) any jurisdiction where any asset subject to or intended to be subject to the Collateral Documents to be created by it is situated; and (c) any jurisdiction where it conducts its business.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing

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denominated in Canadian Dollars, the Adjusted Term CORRA Rate or (iv) with respect to any Borrowing denominated in Sterling, the SONIA Rate.

“Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the Term CORRA Screen Rate or (iv) with respect to any SONIA Rate Borrowing denominated in Sterling, SONIA.

“Relevant Territory” means (i) a member state of the European Union (other than Ireland) or (ii) to the extent not a member state of the European Union, a territory with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of Section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in Section 826(1) of the TCA.

“Remaining Class” has the meaning set forth in Section 10.01.

“Replacement Term Loans” has the meaning set forth in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.

“Repricing Event” means the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans of any Class, with the incurrence by the Parent or any Restricted Subsidiary of any indebtedness under credit facilities in the form of similar term B loans that are broadly marketed or syndicated to banks and other institutional investors having an Effective Yield that is less than the Effective Yield (as determined by the Administrative Agent on the same basis) of (and denominated in the same currency as) such Initial Term Loans so repaid, refinanced, substituted or replaced, including without limitation, as may be effected through any amendment, amendment or restatement or other modifications to this Agreement relating to the interest rate for, or weighted average yield of, such Term Loans or the incurrence of any Incremental Term Loans or Refinancing Term Loans, in each case the primary purpose of which was to reduce such Effective Yield and other than in connection with a Change of Control, Transformative Acquisition or Transformative Disposition.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments and, without duplication, unused Refinancing Revolving Credit Commitments and unused New Revolving Credit Commitments; provided that the unused Term Commitments, Revolving Credit Commitment, Refinancing Revolving Credit Commitment and New Revolving Credit Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of (a) the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments and, without duplication, unused Refinancing Revolving Credit Commitments and unused New Revolving Credit

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Commitments; provided that the Revolving Credit Commitment, Refinancing Revolving Credit Commitment and New Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term Lenders” means, as of any date of determination, Term Lenders having more than 50% of the Outstanding Amount of all Term Loans; provided that any Term Loans of, and the portion of the Total Outstandings (solely with respect to the Term Loans) held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Rescindable Amount” has the meaning as specified in Section 2.12(c).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means any individual holding the position of chairman of the board (if an officer), the chief executive officer, president, vice president, chief financial officer, chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer, director, controller or other similar officer of a Loan Party, any other individual designated as an authorized signatory in any consent, resolution, incumbency certificate or other similar corporate authority document delivered to the Administrative Agent and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to a Restricted Subsidiary’s equity holders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary (including the Borrowers) of Parent other than an Unrestricted Subsidiary.

“Returns” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal, income, profits (from a Disposition or otherwise) and other amounts received or realized in respect of such Investment.

“Revaluation Date” means (a) with respect to any Loan denominated in an Approved Currency, each of the following: (i) each date of a Borrowing of such Loan, (ii) each date of a continuation of such Loan pursuant to the terms of this Agreement, (iii) the last day of each fiscal quarter of Parent and (iv) in the case of a Revolving Credit Loan, the date of any voluntary reduction of a Revolving Credit Commitment pursuant to Section 2.06(a); (b) with respect to any Letter of Credit denominated in an Approved Currency, each of the following: (i) each date of issuance of such Letter of Credit, (ii) each date of any amendment of such Letter of Credit that would have the effect of increasing the face amount thereof and (iii) the last day of each fiscal quarter; (c) such additional dates as the Administrative Agent or the respective L/C Issuer shall determine, or the Required Revolving Lenders shall require, at any time when (i) an Event of Default has occurred and is continuing or (ii) to the extent that, and for so long as, the aggregate Revolving Credit Exposure of all Revolving Credit Lenders (for such purpose, using the Dollar Equivalent in effect for the most recent Revaluation Date)

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exceeds 90% of the aggregate amount of the Revolving Credit Commitments; and (d) the last day of each fiscal quarter.

“Revolver Extension Request” has the meaning set forth in Section 2.16(b).

“Revolver Extension Series” has the meaning set forth in Section 2.16(b).

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class and Type, in the same Approved Currency, and (a) in the case of Term Benchmark Loans, having the same Interest Period, made by each of the Revolving Credit Lenders and (b) in the case of SONIA Rate Loans, having the same SONIA Interest Period, made by each of the Revolving Credit Lenders.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14 and Section 10.07(b)). The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $2,065,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the Outstanding Amount of such Revolving Credit Lender’s (x) Revolving Credit Loans and (y) the aggregate amount of all amounts borrowed from such Lender under any Ancillary Facility pursuant to Section 2.18 and its Pro Rata Share or other applicable share provided for under this Agreement of the amount of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means the Revolving Credit Commitments, including any Revolving Commitment Increase, each Extension Series of Extended Revolving Credit Commitments, each Refinancing Series of Refinancing Revolving Credit Commitments, each Class of New Revolving Credit Commitments and the Credit Extensions made thereunder.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure.

“Revolving Credit Loan” has the meaning set forth in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrowers.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Safety Notices” has the meaning set forth in Section 5.20(h).

“Same Day Funds” means immediately available funds.

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“Sanctioned Jurisdiction” means any country, territory, or region that is the subject of comprehensive Sanctions (as of the date hereof, Cuba, Iran, North Korea, and the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine).

“Sanctioned Person” means any Person that is: (a) identified on any list of designated or restricted Persons maintained under Sanctions (including the Specially Designated Nationals and Blocked Persons list maintained by OFAC); (b) domiciled, organized or resident in, or the government or any agency or instrumentality of the government of, any Sanctioned Jurisdiction; (c) owned or controlled by, or acting for or on behalf of, directly or indirectly, any Person(s) described in the foregoing clauses (a) or (b); or (d) otherwise the subject or target of Sanctions.

“Sanctions” has the meaning set forth in Section 5.17(a).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract that is entered into by and between the Parent or any Restricted Subsidiary and any Hedge Bank, to the extent designated by the Borrower Representative and such Hedge Bank as a “Secured Hedge Agreement” in writing to the Administrative Agent; provided that, with respect to any such Hedge Bank that constitutes an Agent or an Affiliate thereof at the time of entry into such Swap Contract, such designation shall be deemed to have been made automatically and without any action by the Borrower Representative or such Hedge Bank. The designation of any Secured Hedge Agreement shall not create in favor of such Hedge Bank any rights in connection with the management or release of Collateral or of the obligations of any Guarantor under the Loan Documents.

“Secured Obligations” means, collectively, the Obligations, the Cash Management Obligations and all obligations owing to the Secured Parties by Parent, Parent or any Restricted Subsidiary under any Secured Hedge Agreement (but excluding in any event Excluded Swap Obligations).

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swing Line Lender, the Hedge Banks and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment and any other amounts subject to a Qualified Securitization Facility and the proceeds thereof.

“Securitization Facility” means any of one or more receivables, factoring or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Parent or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable, payables or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable, payable or Securitization Assets or assets related thereto to a Person that is not a Restricted Subsidiary.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility or other Indebtedness incurred under Section 7.03(aa).

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“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Shanghai RAAS” means Shanghai RAAS Blood Products Co., Ltd., a company limited by shares listed at the Shenzhen Stock Exchange with the approval of the China Securities Regulatory Commission under the stock code of 002252.

“Shanghai RAAS Equity Interests” means the issuance to the Parent of RMB ordinary shares (“A” shares) with the par value of RMB1.00 per share of Shanghai RAAS in an amount equal to 26.58% of the fully diluted share capital of Shanghai RAAS.

“Similar Business” means (a) any businesses, services or activities engaged in by the Parent or any of its Restricted Subsidiaries or any of its Associates as of the Closing Date and (b) any businesses, services and activities engaged in by the Parent or any of its Subsidiaries or any of its Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“SOFR” means a rate per annum equal to the secured overnight financing rate published by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at https://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solicited Discount Proration” has the meaning set forth in Section 2.05(a)(vi)(D)(3).

“Solicited Discounted Prepayment Amount” has the meaning set forth in Section 2.05(a)(vi)(D).

“Solicited Discounted Prepayment Notice” means a written notice of the Borrower Representative of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(vi)(D) substantially in the form of Exhibit E-4.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit E-5, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning set forth in Section 2.05(a)(vi)(D).

“Solvent” and “Solvency” mean, with respect to any Person at any time of determination, that at such time (a) each of the Fair Value and the Present Fair Saleable Value of the assets of such Person and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (b) such Person and its Subsidiaries taken as a whole do not have Unreasonably Small Capital and (c) such Person and its Subsidiaries taken as a whole will be able to pay their Stated

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Liabilities and Identified Contingent Liabilities as they mature. Defined terms used in the foregoing definition shall have the meanings set forth in the Solvency Certificate delivered on the Closing Date pursuant to Section 4.01(a)(vii).

“SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time with the consent of the Borrower Representative).

“SONIA Interest Day” has the meaning set forth in the definition of “SONIA Rate”.

“SONIA Interest Period” has the meaning set forth in the definition of “Interest Period”.

“SONIA Rate” means, with respect to any applicable determination date (a “SONIA Interest Day”), SONIA for the day that is the fifth Business Day prior to (A) if SONIA Interest Day is a Business Day, such SONIA Interest Day or (B) if such SONIA Interest Day is not a Business Day, the Business Day immediately preceding such SONIA Interest Day; provided further that if the SONIA Rate shall be less than zero, the SONIA Rate shall be deemed to be zero. Any change in the SONIA Rate due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrowers.

“SONIA Rate Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the SONIA Rate.

“Spanish Civil Code” means the Real Decreto de 24 de julio de 1889 por el que se publica el Código Civil, as amended from time to time.

“Spanish Civil Procedural Law” means the Law 1/2000, dated 7 January, on Civil Procedure (Ley 1/2000 de 7 de enero, de Enjuiciamiento civil) as amended or modified at any given time.

“Spanish Companies Act” means Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital, as amended from time to time.

“Spanish Insolvency Law” means Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal, as amended from time to time.

“Spanish Loan Party” means any Loan Party organized under the laws of Spain.

“Spanish Public Document” means a documento público, being either an escritura pública or a póliza mercantil or efecto intervenido por fedatario público.

“Spanish Security” means the Collateral that is the subject of any Security Document governed by the laws of Spain.

“Spanish Security Documents” means the Spanish Public Documents to be granted before a notary public and subject to Spanish law to secure each Loan Party’s obligations under the Loan Documents and any additional Spanish law security documents (including, but not limited to, any additional security agreements, personal first demand guarantees, pledge agreements and/or mortgages of any kind) required from time to time to effect the perfection of Spanish Security by any Loan Party.

“SPC” has the meaning set forth in Section 10.07(h)

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“Special Notice Currency” means at any time an Other Foreign Currency, other than the currency of a country that is a member of the Organization for Economics Cooperation and Development at such time located in North America or Europe.

“Specified Debt” has the meaning set forth in the definition of “Earlier Maturity Indebtedness Exception”.

“Specified Discount” has the meaning set forth in Section 2.05(a)(vi)(B)(1).

“Specified Discount Prepayment Amount” has the meaning set forth in Section 2.05(a)(vi)(B)(1).

“Specified Discount Prepayment Notice” means a written notice of a Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(vi)(B) substantially in the form of Exhibit E-6.

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit E-7 to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning set forth in Section 2.05(a)(vi)(B)(1).

“Specified Discount Proration” has the meaning set forth in Section 2.05(a)(vi)(B)(3).

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any sale, transfer or other Disposition of assets or property, or a sale of a business unit, line of business or division of all or substantially all of the assets of or customer lists of Parent or a Restricted Subsidiary, any incurrence, prepayment, redemption, repurchase, defeasance, acquisition, extinguishment, retirement or repayment of Indebtedness (other than Indebtedness incurred or repaid under any existing revolving credit facility or line of credit), any Restricted Payment, any Revolving Commitment Increase, any creation of New Revolving Credit Commitments, any incurrence of Incremental Revolving Loans, any incurrence of Incremental Term Loans, any creation of Extended Term Loans or Extended Revolving Credit Commitments or any other event that by the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires a test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”.

“Spot Rate” means, for any currency, the rate determined by the Administrative Agent for the purchase of such currency with another currency as published on the applicable Bloomberg screen page at or about 11:00 a.m. (London time) on the date two Business Days prior to the date as of which the foreign exchange computation is made. In the event that such rate does not appear on the applicable Bloomberg screen page, the “Spot Rate” with respect to the purchase of such currency with another currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative, or, in the absence of such agreement, such “Spot Rate” shall instead be the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office in respect of such currency at approximately 11:00 a.m. (local time) on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“Springing Maturity Condition” shall mean that, on the Springing Maturity Date, Material Indebtedness remain outstanding and has not been extended, replaced or refinanced with Indebtedness with a scheduled maturity date of no earlier than 91 days after October 14, 2032 (or otherwise repaid, retired or defeased).

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“Springing Maturity Date” means the date that is 91 days prior to the maturity date in respect of the earliest maturing Material Indebtedness.

“Starter Basket” means the greater of $1,639,020,000 and 75.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence; minus any amounts previously utilized pursuant to Section 2.14(d)(v)(A) and the amount of Incremental Equivalent Debt incurred in lieu thereof.

“StaRUG“ means the German Stabilization and Restructuring Act (Unternehmensstabilisierungs- und - restrukturierungsgesetz).

“Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). EURIBOR Rate Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Administrative Agent or any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Sterling” and “£” mean freely transferable lawful money of the United Kingdom (expressed in pounds sterling).

“Sterling Equivalent” means with respect to an amount of an Approved Currency other than Sterling, the equivalent amount thereof in Sterling as determined by the Administrative Agent or the applicable L/C Issuer at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination) for the purchase of Sterling with such Approved Currency.

“Submitted Amount” has the meaning set forth in Section 2.05(a)(vi)(C)(1).

“Submitted Discount” has the meaning set forth in Section 2.05(a)(vi)(C)(1).

“Subsequent Transaction” has the meaning set forth in Section 1.08.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency that has not yet happened) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Parent. For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described above) shall not be a “Subsidiary” for any purpose under this Agreement, regardless of whether such entity is consolidated on Parent’s, any Borrower’s or any Restricted Subsidiary’s financial statements.

“Subsidiary Guarantor” means any Guarantor other than Parent and the Borrowers.

“Successor Company” has the meaning set forth in Section 7.04(d).

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“Supported QFC” has the meaning set forth in Section 10.24.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other hedging transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” has the meaning set forth in the definition of “Excluded Swap Obligation”.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, N.A., in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) which shall be substantially in the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative.

“Swing Line Note” means a promissory note of the Borrowers payable to the Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrowers to the Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $75,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

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“Tax Distributions” has the meaning set forth in Section 7.06(i).

“Taxes” means all present or future taxes, duties, levies, imposts, assessments, deductions or withholdings (including backup withholding), fees or other charges imposed by any Governmental Authority including interest, penalties and additions to tax.

“TCA” means the Taxes Consolidation Act 1997 of Ireland.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to:

(a)with respect to any Credit Extension denominated in Dollars, the Adjusted Term SOFR Rate;

(b)with respect to any Credit Extension denominated in Canadian dollars, the CORRA Rate;

(c)with respect to any Credit Extension denominated in Euros, the EURIBOR Rate; or

(d)with respect to any Credit Extension denominated in any Other Foreign Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Other Foreign Currency at the time such Other Foreign Currency is approved by the Administrative Agent in consultation with the Borrowers and the relevant Lenders; provided, that if any rate calculated pursuant to clause (d) of this definition shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Term Borrowing” means a borrowing consisting of Term Loans of the same Class and Type and, in the case of Term Benchmark Loans, having the same Interest Period, made by each of the Term Lenders pursuant to Section 2.01(a), or under any Incremental Amendment, Extension Amendment or Refinancing Amendment.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrowers hereunder, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) the incurrence of Replacement Term Loans.

“Term CORRA” means, for any calculation with respect to a Term Benchmark Borrowing denominated in Canadian Dollars, the Term CORRA Reference Rate as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period.

“Term CORRA Administrator” means Canadian Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Rate Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term CORRA Rate.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

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“Term CORRA Screen Rate” means the Term CORRA Reference Rate published by the Term CORRA Administrator on the applicable screen or page selected by the Administrative Agent.

“Term Facility” means (a) prior to the Closing Date, the Initial Dollar Term Commitments and the Initial Euro Term Commitments, and (b) thereafter, each Class of Term Loans and/or Term Commitments.

“Term Lender” means, at any time, any Lender that has (a) a Dollar Tranche B Term Loan Commitment, a Euro Tranche B Term Loan or (b) a Term Loan at such time.

“Term Loan” means a Dollar Tranche B Term Loan, Euro Tranche B Term Loan and/or an Incremental Term Loan, as applicable, and “Term Loans” means all such Loans, as the context may require.

“Term Loan Extension Request” has the meaning set forth in Section 2.16(a).

“Term Loan Extension Series” has the meaning set forth in Section 2.16(a).

“Term Loan Increase” has the meaning set forth in Section 2.14(a).

“Term Note” means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.

“Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR Reference Rate”.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Rate Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Test Period” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Borrowers’ most recently ended as of such date of determination for which financial statements have been delivered, were required to be delivered or will be required to be

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delivered pursuant to Section 6.01(a) or Section 6.01(b) subject, in each case, to Section 1.09(a) to the extent applicable.

“Threshold Amount” means an amount equal to the greater of $655,608,000 and 30.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09).

“Total Assets” means the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, as shown on the most recent balance sheet of Parent delivered pursuant to Section 6.01(a) or Section 6.01(b).

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction Expenses” means any fees or expenses incurred or paid by Parent or any of its respective Restricted Subsidiaries in connection with the Transactions (including (x) expenses in connection with hedging transactions, any OID or upfront fees, payments to officers, employees, consultants and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation and (y) transaction bonuses and the associated employer portion of payroll taxes), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means (a) the execution and delivery of the Loan Documents to be entered into on the Closing Date and the funding of the Loans on the Closing Date, (b) the consummation of the Refinancing and (c) payment of fees and expenses incurred in connection therewith.

“Transformative Acquisition” means any acquisition or Investment by Parent or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Parent acting in good faith or (c) results in a refinancing of the Term Loans, and involves an upsize in the aggregate amount of outstanding term loans in connection with such acquisition or Investment.

“Transformative Disposition” means any Disposition by Parent or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such Disposition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such disposition, would not provide the Parent and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Parent acting in good faith.

“Treasury Services Agreement” means any agreement between Parent or any Restricted Subsidiary and any Hedge Bank relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services.

“Treaty” means a double taxation treaty.

“Treaty State” means a jurisdiction which has signed a Treaty which makes provision for full exemption from tax imposed by Ireland on interest where that Treaty has the force of law.

“Type” with respect to a Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Base Rate, the Adjusted Term SOFR Rate, the Adjusted Term CORRA Rate, the EURIBOR Rate, or the SONIA Rate.

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“U.S. Borrower” has the meaning specified in the preamble hereto.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Loan Parties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“U.S. Person” means a “United States person”, as defined in Section 7701(a)(30) of the Code.

“U.S. Pledge Agreement” means that certain Pledge Agreement, dated as of April 14, 2026 (as amended, modified and supplemented from time to time), among Parent, Instituto Grifols and the Collateral Agent.

“U.S. Pledge and Security Agreement” means the U.S. Pledge and Security Agreement, dated as of April 14, 2026 (as amended, modified and supplemented from time to time) among the U.S. Borrower, each U.S. Loan Party and certain other Guarantors.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 10.24.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unfunded Participations” shall mean, with respect to an L/C Issuer, the aggregate amount, if any, of participations in respect of any outstanding L/C Borrowing that shall not have been funded by the Revolving Credit Lenders in accordance with Section 2.03(c).

“Uniform Commercial Code” or “UCC” means (i) the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or (ii) the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it applies to any item or items of Collateral. References in this Agreement and the other Loan Documents to specific sections of the Uniform Commercial Code are based on the Uniform Commercial Code as in effect in the State of New York on the date hereof. In the event such Uniform Commercial Code is amended or another Uniform Commercial Code described in clause (ii) is applicable, such section reference shall be deemed to be references to the comparable section in such amended or other Uniform Commercial Code.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d)(ii)(C).

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

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“Unrestricted Cash Amount” means, as of any date of determination, an amount equal to the sum of (i) unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries (determined in accordance with IFRS) whether or not held in an account pledged to the Administrative Agent and (ii) cash and Cash Equivalents restricted in favor of the Secured Parties (which may also include cash and Cash Equivalents securing other Indebtedness secured by a Lien on the Collateral along with the Facilities); provided that the foregoing shall include unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries denominated in any currency or held in any foreign jurisdiction.

“Unrestricted Subsidiary” means any Subsidiary of Parent designated by the board of directors of such Subsidiary, Borrowers or Parent as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness; provided that, for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded, refinanced, renewed or defeased, the effect of any amortization or prepayment prior to the date of the applicable extension, replacement, refunding, refinancing, renewal or defeasance shall be disregarded.

“Wholly-owned” means, with respect to any Person, any other Person all of the Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person directly and/or through other wholly-owned Subsidiaries of such Person.

“Withholding Agent” means any Borrower or any Guarantor under any Loan Document, the Administrative Agent and, for U.S. federal income tax purposes only, any other withholding agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02	Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)	The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
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(b)	The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
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(c)	Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(d)	The term “including” is by way of example and not limitation.
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(e)	The word “or” is not exclusive.
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(f)	The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
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(g)	In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
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(h)	Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
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(i)	All references to “knowledge” of any Loan Party or a Restricted Subsidiary means the actual knowledge of a Responsible Officer.
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(j)	The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
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(k)	All references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof.
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Section 1.03	Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS, except as otherwise specifically prescribed herein. Notwithstanding any other provision contained herein, unless the Borrower Representative elects otherwise, as evidenced by a written notice from the Borrower Representative to the Administrative Agent, (a) except as otherwise specified, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with IFRS; provided, that, notwithstanding anything to the contrary, for purposes of such calculations, definitions (including, but not limited to, Consolidated Adjusted EBITDA, Consolidated Interest Coverage Ratio, Consolidated Total Net Leverage Ratio and, in each case, any component thereof), covenants and other provisions hereof (excluding those provisions related to the financial statements required under Section 6.01, to which this proviso will not apply), no effect shall be given to the adoption of IFRS 16 (Leases), and IAS 17 Leases will be applied in respect of all leases, including “Financing Lease Obligations” and “Non-Financing Lease Obligations” and (b) at the Parent’s discretion, all terms of an accounting or financial nature used herein may be construed, and all computations of amounts and ratios referred to herein may be made, without giving effect to fair value accounting, purchase price allocation and related non-cash charges, gains, adjustments and other effects resulting from the application of IFRS 3 (Business Combinations), Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) to a business
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combination or any similar transaction to which these standards would apply, including for purposes of pro forma calculations conducted in accordance with Section 1.09.

Section 1.04	Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).
Section 1.05	References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, refinancings, restatements, renewals, restructurings, extensions, supplements and other modifications thereto, but only to the extent that such amendments, refinancings, restatements, renewals, restructurings, extensions, supplements and other modifications are not prohibited by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
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Section 1.06	Times of Day. Unless otherwise specified, all references herein to times of day shall be references to United States Eastern time (daylight or standard, as applicable).
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Section 1.07	Timing of Payment or Performance. Except as otherwise expressly provided herein (e.g. in Section 2.12(b) below), when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day.
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Section 1.08	Limited Condition Transactions. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, when (a) testing availability under any basket set forth in this Agreement, (b) determining compliance with any provision of this Agreement (other than pursuant to Section 7.09) that requires the calculation of any financial ratio or test (including the Consolidated Secured Net Leverage Ratio, Consolidated Interest Coverage Ratio and Consolidated Total Net Leverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Section 2.14(d) and Section 7.03(v)) or (c) determining compliance with any provision of this Agreement that requires that no Default or Event of Default has occurred, is continuing or would result therefrom), in each case, in connection with any Limited Condition Transaction or any Related Transactions with respect thereto, the date of determination shall, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving effect to such Limited Condition Transaction and any Related Transactions with respect thereto, on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period, ending prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrowers would have been permitted to consummate such Limited Condition Transaction and such Related Transactions with respect thereto on the relevant LCT Test Date in compliance with such ratio, test, basket or default provision, such ratio, test, basket or default provision shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, tests, baskets or default provisions for which compliance was determined
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or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket or otherwise, including due to fluctuations in Consolidated Adjusted EBITDA or Total Assets of the applicable Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test, basket availability or default provision with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, Dispositions, Permitted Acquisitions, other Investments or prepayments, repurchases, redemptions, defeasances or other satisfactions of any Junior Financing, any merger, dissolution, liquidation or consolidation or any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary (each of the foregoing, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket or default provision shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and any Related Transactions with respect thereto have been consummated; provided, that with respect to any such Subsequent Transaction that is a Restricted Payment, any such ratio, test, basket or default provision shall also be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and any Related Transactions with respect thereto have not been consummated.

Section 1.09	Pro Forma Calculations.
(a)	Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated Adjusted EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Interest Coverage Ratio and the Consolidated Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, (i) the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith or, at the discretion of the Borrower Representative, the most recently ended Test Period for which the Borrower Representative has sufficient available information to be able to calculate such financial ratio or test and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or Section 6.01(b) as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending March 31, 2026.
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(b)	For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day); provided that, at the Borrower Representative’s option, this requirement shall not apply if the aggregate value, consideration or principal amount of such Specified Transaction, when taken together with all related Specified Transactions, is equal to or
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less than $50.0 million. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Parent or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09.

(c)	Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Representative or any other Loan Party and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower Representative or any Loan Party in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower Representative or any Loan Party in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower Representative or any Loan Party no later than 24 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated Adjusted EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated Adjusted EBITDA;
(d)	Any provision requiring Pro Forma Compliance with Section 7.09 shall be made assuming that compliance with the Consolidated Secured Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time.
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(e)	Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.09, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.
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(f)	In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any
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applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets”, but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets”, any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Section 1.10	Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit).
Section 1.11	Certifications. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.
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Section 1.12	Certain Determinations.
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(a)	For purposes of determining compliance with any of the covenants set forth in Article XI or Article VII (including in connection with any Incremental Commitment) at the time of incurrence or utilization thereof, if any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may be, the Borrower Representative shall in its sole discretion determine under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness consisting of the Facilities), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and may later (on one or more occasions), may make any subsequent re-determination and/or at a later time divide, classify or reclassify under the clause or clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction was initially determined to have been incurred or utilized.
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(b)	Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio and/or Consolidated Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence.
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(c)	For any relevant Fixed Amount set by reference to a fiscal year, a calendar year, a Test Period, a four-quarter period, a twelve-month period or any other similar annual period
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(each, an “Annual Period”): (i) at the option of the Borrowers, the maximum amount so permitted under such applicable metric during such Annual Period may be increased by: (A) an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied during such preceding Annual Period (the “Carry Forward Amount”); and/or (B) an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and (ii) to the extent that the maximum amount so permitted under such Fixed Amount during such Annual Period is increased in accordance with sub-clause (a)(i) of this paragraph, any usage of such Fixed Amount during such Annual Period shall be deemed to be applied in the following order: (i) firstly, against the Carry Forward Amount; (ii) secondly, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with sub-clause (c)(i) of this paragraph; and (iii) thirdly, against the Carry Back Amount

Section 1.13	Rates.
(a)	The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate, the Term SOFR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate, the SONIA Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate, the Term SOFR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate, SONIA, the SONIA Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for any (i) losses, claims, damages, liabilities or expenses (whether in tort, contract or otherwise and whether at law or in equity) except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, or willful misconduct of the Administrative Agent or (ii) indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), in each case, for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
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(b)	By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary for use of the reference rates referred to herein as provided for in this Agreement and it will comply with, preserve, renew and keep in full force and effect such licenses, permits and approvals for use of such rates under this Agreement.
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Section 1.14	Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
Section 1.15	Other Foreign Currencies.
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(a)	The Borrowers may from time to time request that Revolving Credit Loans be made in a currency other than Dollars, Canadian Dollars, Euro or Sterling. In the case of any such request with respect to the making of Revolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders.
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(b)	Any such request shall be made to the Administrative Agent not later than 11:00 a.m. (New York City time), twenty (20) Business Days prior to the date of the desired borrowing of Loans (or such other time or date as may be agreed to by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuers thereof. Each Lender (in the case of any such request pertaining to Loans denominated in such Other Foreign Currency) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Loans or the issuance of Letters of Credit, as the case may be, in such Other Foreign Currency.
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(c)	Any failure by a Revolving Credit Lender to respond to such request within the time period specified in the last sentence of clause (b) above shall be deemed to be a refusal by such Revolving Credit Lender to permit Revolving Credit Loans to be made in such requested currency. If the Administrative Agent and the applicable Revolving Credit Lenders consent to making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be Other Foreign Currency hereunder for purposes of any incurrence of Revolving Credit Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.15, the Administrative Agent shall promptly so notify the Borrowers.
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Section 1.16	Spanish Terms. In each Loan Document, where such term relates to a Spanish Loan Party,
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(a)	a liquidator, compulsory manager, receiver, administrative receiver, administrator or similar officer includes, without limitation, any:
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(i)administrador concursal o administración concursal appointed under the Spanish Insolvency Law;

(ii)liquidador appointed under the Spanish Companies Law;

(iii)liquidador appointed under Article 411 et ss. of the Spanish Insolvency Law; or

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(iv)experto en la reestructuración appointed under the Spanish Insolvency Law;

(b)	a due obligation includes, without limitation, any importe líquido, vencido y exigible;
(c)	a security interest, security and/or lien includes, without limitation, any mortgage (hipoteca), pledge (prenda con o sin desplazamiento), with or without transfer of possession, financial collateral agreement (garantia fianciera pignoraticia), condición resolutoria con efectos jurídicos-reales, reserva de dominio, and in general, any type of in rem right, real security or agreement or arrangement having a similar effect and any transfer of title by way of security;
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(d)	a winding up, bankruptcy, insolvency, administration, dissolution, liquidation, reorganization, moratorium includes, without limitation, a liquidación, disolución (con y sin liquidación), concurso de acreedores, estado de insolvencia, procedimiento concursal or any other similar proceedings or situation under the Spanish corporate, commercial and civil law regulation;
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(e)	an insolvency proceeding includes a declaración de concurso, con independencia de su carácter necesario o voluntario, (including, with respect to a member of the Group incorporated in Spain, any notice to a competent court pursuant to article 585 et seq. of the Spanish Insolvency Law and its “solicitud de inicio de procedimiento concursal and auto de declaracion de concurso);
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(f)	a composition, assignment or arrangement with any creditor includes the celebration of a convenio judicial o extrajudicial or propuesta anticipada de convenio or plan de reestructuración in the context of concurso de acreedores, or an homologación de un plan de reestructuración;
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(g)	a person being unable to pay its debts includes that person being in a state of insolvencia or concurso;
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(h)	a director or officer includes its administradores;
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(i)	by-laws or constitutional documents include up-to-date (restated) (estatutos) or articles of association; and
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(j)	financial assistance has the meaning stated under: (i) Article 150 of the Spanish Companies Act for a public limited company incorporated under the laws of Spain (Sociedad Anónima) or in any other legal provision that may substitute such Article 150 or be applicable to any guarantor incorporated under the laws of Spain in respect of such financial assistance; and (ii) Article 143 of the Spanish Companies Act for a limited liability company incorporated under the laws of Spain (Sociedad de Responsabilidad Limitada) or in any other legal provision that may substitute such Article 143 or be applicable to any guarantor incorporated under the laws of Spain in respect of such financial assistance.
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Section 1.17	German Terms. In this Agreement, where it relates to (i) any German Loan Party or any entity having its centre of main interests (as that term is used in article 3(1) of Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended) in Germany, or (ii) any Collateral, Lien or security interest under a German Security Document and unless the contrary intention appears, a reference to:
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(a)	seeking (other than on a solvent basis) “adjustment”, “arrangement”, “composition” “liquidation”, “rearrangement” or “reorganization” includes the commencement of
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insolvency proceedings (Eröffnung des Insolvenzverfahrens) and measures and proceedings under StaRUG;

(b)	an “administration”, “bankruptcy”, “dissolution”, “insolvency proceedings” or “liquidation” includes insolvency proceedings (Insolvenzverfahren), the rejection of insolvency proceedings due to lack of funds (Abweisungsbeschluss mangels Masse) or measures and proceedings under StaRUG;
(c)	an “administrative receiver”, “administrator”, “assignee”, “conservator”, “custodian”, “liquidator”, “manager”, “receiver”, “rehabilitator”, “sequestrator”, “supervisor”, “trustee” or “trustee in bankruptcy”, or other similar officer includes an insolvency administrator (Insolvenzverwalter), interim insolvency administrator (vorläufiger Insolvenzverwalter) or custodian (Sachwalter) or interim custodian (vorläufiger Sachwalter);
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(d)	commencement of “bankruptcy” or “insolvency” includes the opening of insolvency proceedings (Eröffnung des Insolvenzverfahrens), and the rejection of insolvency proceedings due to lack of funds (Abweisung mangels Masse) and measures and proceedings under StaRUG;
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(e)	“by-laws” or “constitutional documents” includes reference to articles of association (Satzung), partnership agreement (Gesellschaftsvertrag) and rules of procedure (Geschäftsordnung);
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(f)	a “director”, “manager” or “officer” of a company includes any statutory legal representative(s) (including any German law general agent (organschaftlicher Vertreter)) of a person pursuant to the laws of its jurisdiction of incorporation, including, but not limited to, any managing director (Geschäftsführer) or member of the board of directors (Vorstand) or an authorised representative (Prokurist);
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(g)	a “guarantee” or “guaranty” includes any guarantee (Garantie), any indemnity, any joint and several (gesamtschuldnersich) or independent obligation (unabhängiges oder abstraktes Schuldversprechen) within the meaning of German law;
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(h)	“Germany” or “German” refers to the Federal Republic of Germany;
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(i)	a person being “insolvent” includes that person being in the state of illiquidity (Zahlungsunfähigkeit) pursuant to section 17 InsO or in the state of over-indebtedness (Überschuldung) pursuant to section 19 InsO;
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(j)	“merger” includes any corporate measure contemplated by the German Transformation Act (Umwandlungsgesetz) as well as any other corporate act by which several entities are consolidated with the result of one entity becoming the universal legal successor (Gesamtrechtsnachfolger) of the other;
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(k)	a “moratorium” includes, without limitation, protective shield proceedings (Schutzschirmverfahren) and insolvency plan proceedings (Insolvenzplanverfahren) and measures and proceedings under StaRUG;
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(l)	a “security” or “security interest” includes a mortgage (Hypothek), land charge (Grundschuld) including security purpose declarations, pledge (Pfandrecht), assignment or transfer for security purposes (Sicherungsabtretung oder -übereignung) and retention of title arrangements ((verlängerter/erweiterter) Eigentumsvorbehalt);
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(m)	the term “share” or “shares” includes partnership interests;
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(n)	a “step” or “procedure” taken in connection with insolvency proceedings for an entity to which German insolvency law applies includes it being subject to a filing for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) for any of the reasons set out in sections 17 to 19 InsO including, for the avoidance of doubt, a filing for preliminary proceedings according to section 270a and 270b InsO and/or measures and proceedings under StaRUG;
(o)	in relation to any Collateral, Lien or other security rights or security assets governed by German law or located in Germany “trust”, “trustee” or “on trust” shall be construed as “Treuhand”, “Treuhänder” or “treuhänderisch”; and
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(p)	a person being “unable to pay its debts” includes that person being in a state of illiquidity (Zahlungsunfähigkeit) pursuant to section 17 InsO.
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provided that the definitions and rules of constructions in this section are without prejudice to Section 44 subsection 1 of the StaRUG.

This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German meaning and the underlying German law legal concept shall prevail.

Article II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01	The Loans.
(a)	Term Borrowings. Subject to the terms and conditions expressly set forth herein, (i) each Term Lender with an Initial Dollar Term Commitment severally agrees to make (A) a Dollar Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche B Term Loan Commitment and (B) a Euro Tranche B Term Loan to the Irish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan Commitment.
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(b)	Revolving Credit Borrowings. Subject to the terms and conditions expressly set forth herein, on the Closing Date and thereafter each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in an Approved Currency to the Borrowers, pursuant to Section 2.02 (each such loan, together with any loans made pursuant to an Extended Revolving Credit Commitment, Incremental Revolving Loans and Refinancing Revolving Credit Loans, a “Revolving Credit Loan”) from time to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans plus such Lender’s Ancillary Outstandings shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and re-borrow under this Section 2.01(b) in each case without premium or penalty (subject to Section 3.05). Revolving Credit Loans (i) denominated in Dollars may be Base Rate Loans or Term SOFR Rate Loans;
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provided that until such time as the Administrative Agent has provided written notice to the Borrower Representative that it is administratively feasible for the Administrative Agent to fund Base Rate Loans to the Irish Borrower, Revolving Credit Loans denominated in Dollars made to the Irish Borrower may only be Term SOFR Rate Loans, (ii) denominated in Euros shall be EURIBOR Rate Loans, (iii) denominated in Canadian Dollars shall be Term CORRA Rate Loans and (iv) denominated in Sterling shall be SONIA Rate Loans, in each case, as further provided herein. Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Borrowers in place of all or part of its Revolving Credit Commitments. With respect to a Lender under the Revolving Credit Loan that is an Irish Qualifying Lender on the Closing Date, any Irish Qualifying Lender may only provide a Revolving Credit Loan from such branch or Affiliate that qualifies as an Irish Qualifying Lender.

Section 2.02

Borrowings, Conversions and Continuations of Loans.

(a)

Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Term Benchmark Loans shall be made upon a Borrower Representative’s written notice to the Administrative Agent, which may be given by email. Each such written notice must be received by the Administrative Agent not later than (1) 11:00 a.m. Eastern time three Business Days prior to the requested date of any Borrowing of Term Benchmark Loans or SONIA Rate Loans, any Borrowing of Initial Term Loans as Base Rate Loans, as EURIBOR Rate Loans, any continuation of Term Benchmark Loans, any conversion of Base Rate Loans to Term SOFR Rate Loans, any conversion of Term SOFR Rate Loans to Base Rate Loans, (2) 9:00 a.m. Eastern time on the requested date of any Borrowing of Base Rate Loans by the U.S. Borrower (other than any Borrowing of Initial Term Loans as Base Rate Loans) and (3) 11:00 a.m. Eastern time one Business Days prior to the requested date of any Borrowing of Base Rate Loans by the Irish Borrower. Each email notice by a Borrower pursuant to this Section 2.02(a) must include a written Committed Loan Notice (and will not be effective until so confirmed), appropriately completed and signed by a Responsible Officer of the Borrower Representative. In the case of Loans made in Other Foreign Currencies, 11:00 a.m. Eastern time three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Revolving Credit Loans denominated in a Other Foreign Currency; provided, that if a Borrower wishes to request Loans denominated in a Other Foreign Currency having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. Eastern time five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such borrowing, conversion or continuation of Loans denominated in a Other Foreign Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest period is acceptable to all of them; provided, further, that not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Loans denominated in a Other Foreign Currency, the Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as otherwise provided in Section 2.14, each Borrowing of, conversion to or continuation of Term Benchmark Loans or SONIA Rate Loans shall be in a minimum principal amount of $5,000,000, or a whole multiple of $1,000,000, in excess thereof. Except as provided herein, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrowers

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are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other or a continuation of Term Benchmark Loans or SONIA Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, (x) in the case of any Loan denominated in Dollars, Base Rate Loans or (y) in the case of any Loan denominated in any Other Foreign Currency, Term Benchmark Loans in the Approved Currency having an Interest Period of one month, or SONIA Rate Loans as applicable. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of Term Benchmark Loans or SONIA Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, such request shall be deemed to be a request for Loans having an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in another Approved Currency but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency.

(b)	Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and Approved Currency) of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by Borrower Representative, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided by the Borrowers to (and reasonably acceptable to) the Administrative Agent; provided that if, on the date the Committed Loan Notice with respect to any Revolving Credit Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing and second, to the Borrowers as provided above.
(c)	Except as otherwise provided herein, a Term Benchmark Loan or SONIA Rate Loan may be continued or converted only on the last day of an Interest Period (or such SONIA Interest Period) for such Term Benchmark Loan or SONIA Rate Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the occurrence and continuation of an Event of Default, the Administrative Agent or the Required Lenders may request that no Loans may be converted to or continued as Term Benchmark Loans or SONIA Rate Loans.
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(d)	The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Term Benchmark Loans or SONIA
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Rate Loans upon determination of such interest rate. The determination of any interest rate by the Administrative Agent shall be conclusive in the absence of manifest error.

(e)	After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty Interest Periods in effect (or such greater amount as may be agreed by the Administrative Agent).
(f)	The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
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(g)	Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share (or other applicable share provided for under this Agreement) of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share (or other applicable share provided for under this Agreement) available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agree to repay to the Administrative Agent promptly after written demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
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Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) with respect to a Lender under Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Any Lender may make, carry or transfer Loans at, to or for the account of any of its branch offices or the office of an Affiliate of such Lender.

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Section 2.03	Letters of Credit.
(a)	The Letter of Credit Commitment.
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(i)	Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit payable at sight denominated in any Approved Currency for the account of any Borrower or any Restricted Subsidiary (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that notwithstanding anything to the contrary contained herein, no L/C Issuer shall have any obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, been cancelled or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, any outstanding letters of credit under the Existing Credit Facility shall be deemed to be Letters of Credit issued under this Agreement.
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(ii)	Each Borrower may, at its sole discretion, request Letters of Credit from any L/C Issuer up to such L/C Issuer’s Letter of Credit Commitment.
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(iii)	An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
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(A)	any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any material unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
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(B)	subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance unless (1) each Appropriate Lender has approved of such expiration
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date or (2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to 100% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;

(C)	the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized in an amount equal to 100% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably satisfactory to such L/C Issuer;
(D)	the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to Letters of Credit generally; and
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(E)	any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with a Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.
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(iv)	An L/C Issuer shall be under no obligation to amend any Letter of Credit if such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Notwithstanding anything herein to the contrary, the expiry date of any Letter of Credit denominated in a currency other than Dollars must be approved by the relevant L/C Issuer in its sole discretion even if it is less than 12 months after the date of issuance and any Auto-Extension Letter of Credit denominated in a currency other than Dollars shall be issued only at the relevant L/C Issuer’s sole discretion.
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(b)	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
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(i)	Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m., at least three Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for the issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing
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thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (g) the relevant Approved Currency in which such Letter of Credit is to be denominated; and (h) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii)

Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from a Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Parent or a Borrower (or its applicable Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share (or other applicable share provided for under this Agreement) times the available amount of such Letter of Credit.

(iii)

If a Borrower so requests in any applicable Letter of Credit Application with respect to any Letter of Credit, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond the Letter of Credit Expiration Date unless Cash Collateralized in an amount equal to 100% of the Outstanding Amount of the L/C Obligations related thereto or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be mutually agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, no Borrower shall be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall have no obligation to permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the applicable

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Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied or waived.

(iv)	Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c)	Drawings and Reimbursements; Funding of Participations.
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(i)	Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrowers and the Administrative Agent thereof. In the case of a Letter of Credit denominated in any Other Foreign Currency, the Borrowers shall reimburse the L/C Issuer in such Other Foreign Currency, unless the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in any Other Foreign Currency, the L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 12:00 noon on (i) the Business Day that such Borrower receives notice of any payment by an L/C Issuer under a Letter of Credit, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that such Borrower receives such notice (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the relevant Approved Currency or in Dollars, as the case may be; provided that if such reimbursement is not made on the date the drawing is paid, the applicable Borrower shall pay interest to the relevant L/C Issuer on such amount if in Dollars or, otherwise, in the Dollar Equivalent amount at the rate applicable to Base Rate Loans (without duplication of interest payable on L/C Borrowings). The applicable L/C Issuer shall notify such Borrower in writing of the amount of the drawing promptly following the determination or revaluation thereof. If such Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the Dollar amount or the Dollar Equivalent amount (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share (or other applicable share provided for under this Agreement) thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
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(ii)	Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share (or other applicable share provided for under this Agreement) of
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the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)	With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on written demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv)	Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share (or other applicable share provided for under this Agreement) of such amount shall be solely for the account of the relevant L/C Issuer.
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(v)	Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, a Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by a Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of such Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
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(vi)	If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
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(d)	Repayment of Participations.
(i)	If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share (or other applicable share provided for under this Agreement) thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding).
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(ii)	If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share or other applicable share provided for under this Agreement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
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(e)	Obligations Absolute. The obligation of the Borrowers to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
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(i)	any lack of validity or enforceability of such Letter of Credit, this Agreement or any other agreement or instrument relating thereto;
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(ii)	the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
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(iii)	any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
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(iv)	any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
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(v)	any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or
(vi)	any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party (other than payment in cash or performance in full);
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provided that the foregoing in clauses (i) through (vi) shall not excuse any L/C Issuer from liability to any Borrowers to the extent of any direct damages (as opposed to special, punitive, indirect or consequential damages, claims in respect of which are waived by such Borrower to the extent permitted by applicable Law) suffered by such Borrower that are caused by such L/C Issuer’s (or its Related Parties’) gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f)

Role of L/C Issuers. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude each Borrower’s pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, each Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to each such Borrower, to the extent, but only to the extent, of any direct, as opposed to special, punitive, indirect, consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of documents strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or purporting to transfer or request transfer of a Letter of Credit or assign the proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

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(g)

Cash Collateral. (i) If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Revolving Lenders, as applicable, require a Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) if an Event of Default set forth under Section 8.01(f) occurs and is continuing, such Borrower shall Cash Collateralize all of its L/C Obligations in an amount equal to 100% of the Outstanding Amount of such L/C Obligations determined as of such date, and shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clauses (i) and (ii), the next Business Day following the Business Day that such Borrower receives written notice thereof, and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, such Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (solely after giving effect to Section 2.17(a)(iv). and any Cash Collateral provided by the Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Appropriate Lenders, as collateral for the L/C Obligations, cash, Cash Equivalents (if reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) or deposit account balances (in each case, “Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders of the applicable Facility, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents (for the benefit of the Borrowers). If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or nonconsensual liens permitted under Section 7.01 or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, promptly following written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds or Cash Equivalents are on deposit as Cash Collateral, such funds and the liquidated proceeds of Cash Equivalents shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the applicable Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be promptly refunded to the applicable depositor of Cash Collateral. If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or Liens described above, or that the total amount of such Cash Collateral is less than the

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applicable Fronting Exposure and other obligations secured thereby, the applicable Borrower or the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. In addition, the Administrative Agent may request at any time and from time to time after the initial deposit of Cash Collateral that additional Cash Collateral be provided by the applicable Borrower in order to protect against the results of exchange rate fluctuations with respect to Letters of Credit denominated in currencies other than Dollars and the fluctuating value of any Cash Equivalents.

(h)

Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender for the applicable Revolving Credit Facility in accordance with its Pro Rata Share (or other applicable share provided for under this Agreement) a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided that (x) if any portion of a Defaulting Lender’s Pro Rata Share of any Letter of Credit is Cash Collateralized by a Borrower or reallocated to the other Revolving Credit Lenders pursuant to Section 2.17(a)(iv) then such Borrower shall not be required to pay a Letter of Credit fee to such Defaulting Lender with respect to such portion of such Defaulting Lender’s Pro Rata Share so long as it is Cash Collateralized by such Borrower or reallocated to the other Revolving Credit Lenders, but to the extent such Defaulting Lender’s Pro Rata Share is reallocated to the other Revolving Credit Lenders pursuant to Section 2.17(a)(iv) such Letter of Credit fee shall instead be payable to such other Revolving Credit Lenders in accordance with their Pro Rata Share of such reallocated amount, and (y) if any portion of a Defaulting Lender’s Pro Rata Share is not Cash Collateralized or reallocated pursuant to Section 2.17(a)(iv), then the Letter of Credit fee with respect to such Defaulting Lender’s Pro Rata Share shall be payable to the applicable L/C Issuer until such Pro Rata Share is Cash Collateralized or reallocated or such Lender ceases to be a Defaulting Lender. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the earlier to occur of the Letter of Credit Expiration Date and the Maturity Date then in effect for the applicable Revolving Credit Facility or the date on which the Revolving Credit Commitment of all Lenders shall be terminated as provided herein. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it pursuant to this Agreement equal to 0.125% per annum (or such other lower percentage per annum as may be mutually agreed by the Borrowers and the applicable L/C Issuer) of the maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such L/C Issuer. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and on the earlier to occur of the Letter of

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Credit Expiration Date and the date on which the Revolving Credit Commitment of all Lenders shall be terminated as provided herein. In addition, the Borrowers shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to the Loan Parties the customary and reasonable issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within 30 days of demand and are nonrefundable.

(j)	Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement or any Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.
(k)	Addition of an L/C Issuer. A Revolving Credit Lender or any domestic or foreign branch or Affiliate of a Revolving Credit Lender reasonably acceptable to the Borrower Representative may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower Representative, the Administrative Agent and such Revolving Credit Lender or such branch or Affiliate. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.
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(l)	Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the applicable Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g).
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(m)	Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of Parent, the Borrowers shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries of Parent inures to the benefit of the Borrowers, and that the Borrowers’ business derives substantial benefits from the businesses of such Subsidiaries.
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Section 2.04	Swing Line Loans.
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(a)	The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, N.A., in its capacity as Swing Line Lender, agrees to make loans in Dollars to the U.S. Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro
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Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

(b)

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone or Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date and shall specify (i) the principal amount to be borrowed, which principal amount shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 2.04 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer

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reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

(c)	Refinancing of Swing Line Loans.
(i)	The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of each Borrower (which hereby irrevocably authorize such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share or other applicable share provided for under this Agreement of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. New York City time on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
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(ii)	If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
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(iii)	If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Bank Funding Rate from time to time in effect, plus any reasonable administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
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(iv)	Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.
(d)	Repayment of Participations.
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(i)	At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share or other applicable share provided for under this Agreement of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
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(ii)	If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share or other applicable share provided for under this Agreement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.
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(e)	Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, Term SOFR Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.
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(f)	Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
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(g)	Provisions Related to Extended Revolving Credit Commitments. If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring maturity date such
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Swing Line Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swing Line Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrower Representative, without the consent of any other Person.

(h)	Replacement of the Swing Line Lender. The Swing Line Lender may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Swing Line Lender and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of a Swing Line Lender. From and after the effective date of any such replacement, (x) the successor Swing Line Lender shall have all the rights and obligations of the replaced Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require. After the replacement of a Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Swing Line Loans.
(i)	Resignation of the Swing Line Lender. Subject to the appointment and acceptance of a successor Swing Line Lender, the Swing Line Lender may resign as a Swing Line Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrowers and the Lenders, in which case, such Swing Line Lender shall be replaced in accordance with Section 2.04(h) above.
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Section 2.05	Prepayments.
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(a)	Optional.
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(i)	The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as expressly set forth in this Section 2.05); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Rate Loan denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Term Benchmark Loan (other than a Term SOFR Rate Loan) or SONIA Rate Loans and (C) on the date of any prepayment of Base Rate Loans, in each case subject to any shorter notice period as the Administrative Agent may approve in its sole discretion; (2) any prepayment of Term Benchmark Loans
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or SONIA Rate Loans shall be in a minimum principal amount of $5,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrowers, unless rescinded pursuant to clause (iv) below, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower Representative may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (or other applicable share provided for under this Agreement).

(ii)	The Borrowers may, upon, subject to clause (iii) below, give written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii)	Notwithstanding anything to the contrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the six-month anniversary of the Closing Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a prepayment premium in an amount equal to 1.00% of the aggregate principal amount of the Term Loans then outstanding, so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable.
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(iv)	Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be
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consummated or shall otherwise be delayed (subject to payment of amounts due under Section 3.05).

(v)	Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrowers and specified in the notice of prepayment (and absent such direction, in direct order of maturity); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment.
(vi)	Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Section 2.05(a)(i) and Section 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) (or Parent or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis (and so long as no proceeds of Revolving Credit Loans are used for such purpose):
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(A)	Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(vi) and without premium or penalty.
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(B)(1)Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(vi)(B), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each

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such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

(2)

Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such Specified Discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept a Borrower Offer of Specified Discount Prepayment.

(3)

If there is at least one Discount Prepayment Accepting Lender, the relevant Discounted Purchaser will make a prepayment of outstanding Term Loans pursuant to this Section 2.05(a)(vi)(B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to clause (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (with the consent of such Discounted Purchaser and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Discounted Purchaser of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Discounted Purchaser and such Term Lenders

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shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Discounted Purchaser shall be due and payable by such Discounted Purchaser on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(I) below).

(C)(1)Any Discounted Purchaser may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Discount Range Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such solicitation shall be extended, at the sole discretion of such Discounted Purchaser, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by such Discounted Purchaser (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section 2.05(a)(vi)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such solicitation by a Discounted Purchaser shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (or such later date specified therein) (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2)	The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (with the consent of such Discounted Purchaser and

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subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Section 2.05(a)(vi)(C). The relevant Discounted Purchaser agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following clause (3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”).

(3)

If there is at least one Participating Lender, the relevant Discounted Purchaser will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (with the consent of such Discounted Purchaser and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Discounted Purchaser of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at

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the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Discounted Purchaser and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Discounted Purchaser shall be due and payable by such Discounted Purchaser on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(I) below).

(D)(1)Any Discounted Purchaser may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such shorter period as may be agreed by the Auction Agent); provided that (I) any such solicitation shall be extended, at the sole discretion of such Discounted Purchaser, to (x) each Term Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the Discounted Purchaser are willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section 2.05(a)(vi)(D)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such solicitation by a Discounted Purchaser shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(2)	The Auction Agent shall promptly provide the relevant Discounted Purchaser with a copy of all Solicited Discounted

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Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Discounted Purchaser shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Discounted Purchaser (the “Acceptable Discount”), if any. If the Discounted Purchaser elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the fifth Business Day after the date of receipt by such Discounted Purchaser from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Discounted Purchaser shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Discounted Purchaser by the Acceptance Date, such Discounted Purchaser shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(3)

Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within five Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (with the consent of such Discounted Purchaser and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Discounted Purchaser at the Acceptable Discount in accordance with this Section 2.05(a)(vi)(D). If the Discounted Purchaser elects to accept any Acceptable Discount, then the Discounted Purchaser agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Discounted Purchaser will prepay outstanding Term Loans pursuant to this Section 2.05(a)(vi)(D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the

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Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (with the consent of such Discounted Purchaser and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Discounted Purchaser of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Discounted Purchaser and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Discounted Purchaser shall be due and payable by such Discounted Purchaser on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(I) below).

(E)

In connection with any Discounted Term Loan Prepayment, the Loan Parties and the Term Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the applicable Discounted Purchaser or Loan Parties in connection therewith.

(F)

If any Term Loan is prepaid in accordance with Section 2.05(a)(vi)(B). through Section 2.05(a)(vi)(D) above, the Discounted Purchaser shall prepay such Term Loans on the Discounted Prepayment Effective Date. The relevant Discounted Purchaser shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 1:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans being prepaid on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. The aggregate principal amount of the tranches and installments of the

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relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. In connection with each prepayment pursuant to this Section 2.05(a)(vi) each Lender participating in any prepayment described in this Section 2.05(a)(vi) acknowledges and agrees that in connection therewith, (1) the Discounted Purchaser or any other Loan Party then may have, and later may come into possession of, information regarding Parent and their respective affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including Material Non-Public Information) (“Excluded Information”), (2) such Lender has independently and, without reliance on Parent, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Discounted Purchaser, the Loan Parties, any Permitted Holder or any of their respective Affiliates shall be required to make any representation that it is not in possession of material non-public information and (4) none of the Parent, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Parent, its Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information.

(G)	To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(a)(vi) established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the applicable Discounted Purchaser.
(H)	Each of the Discounted Purchasers, Loan Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.05(a)(vi) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(a)(vi) as well as activities of the Auction Agent.
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(I)	Each Loan Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Loan Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(a)(vi) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).
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(b)

Mandatory.

(i)

Within fifteen (15) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements required to have been delivered pursuant to Section 6.01(a) for the fiscal year ending December 31, 2027) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(vi), in an amount equal to the face amount of the principal amount of such Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including, in the case of Term Loans prepaid pursuant to (x) Section 2.05(a)(v), the face amount pursuant to a “Dutch Auction” and (y) open-market purchases pursuant to Section 10.07(l), the face amount pursuant to such purchase), (2) all other voluntary prepayments of Term Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent reducing scheduled repayments of principal in subsequent fiscal years, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans and Incremental Revolving Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Commitments, Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Revolving Commitment Increase and/or New Revolving Credit Commitments, as the case may be, are permanently reduced by the amount of such payments, (4) the face amount of the prepayment of any other Indebtedness that is secured by a Lien on the Collateral that ranks pari passu in right of security with the Loan (5) the amount equal to face amount in connection with the buyback of Loans pursuant to Section 10.07(l) during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding clauses (1), (2), (3), (4) and (5); provided that, to the extent any deduction is made pursuant to the foregoing clauses (1), (2), (3), (4) and (5) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding fiscal year, (6) the amount of Capital Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued or made (or committed to be made) in cash during such period or, at the option of the Borrowers, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Capital Expenditures or acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, to the extent financed with Internally Generated Cash or Borrowings under the Revolving Credit Facility), (7) the amount of Investments and acquisitions made (or committed to be made) by the Borrowers and their Restricted Subsidiaries during such period or, at the option of the Borrowers, made after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such Investments and acquisitions are not actually made as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period, such amount shall be added back in calculating Excess Cash Flow for such

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subsequent period, to the extent financed with Internally Generated Cash or Borrowings under the Revolving Credit Facility), (8) the amount of Restricted Payments paid in cash (or committed to be paid) from Parent to its equity holders during such period or, at the option of the Borrowers, paid after such period and prior to the date the Excess Cash Flow prepayment is due (it being understood that to the extent such payments are not actually paid as committed in a subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period), (9) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Parent and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness and (10) the amount of cash taxes (including penalties and interest or tax reserves) paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; provided further that the Consolidated Secured Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid or otherwise realized or accounted for after the end of the applicable fiscal year but prior to the making of the Excess Cash Flow payment required for such fiscal year. Prepayments pursuant to this Section 2.05(b)(i) shall only be required for any fiscal year if the amount of the Excess Cash Flow for such fiscal year is greater than an amount equal to the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09); provided, further, that, for the avoidance of doubt, only amounts in excess of such $218,536,000 and 10.0% of Consolidated Adjusted EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09) for the most recently completed Test Period shall be prepaid pursuant to this Section 2.05(b)(i).

(ii)

If (1) Parent or any Restricted Subsidiary of Parent Disposes of any property or assets permitted by Section 7.05(j), or (2) any Casualty Event occurs, which results in the realization or receipt by Parent or a Restricted Subsidiary of Net Proceeds, subject to Section 2.05(b)(vi), the Borrowers shall cause to be prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt by Parent or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to the Applicable Asset Sale Percentage of all such Net Proceeds; provided, for the avoidance of doubt, such prepayment shall be subject to investment, reinvestment and other rights for utilization of such Net Proceeds set forth within the definition of “Net Proceeds”; provided, further, that if at the time that any such prepayment would be required, the Borrowers are required to offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v)(i) (and any Permitted Refinancings) or Indebtedness incurred pursuant to Section 7.03(a)(ii) (and any Permitted Refinancings) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations, or any Permitted Refinancing of any such Indebtedness, in each case pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v)(i) (and any Permitted Refinancings thereunder) or Indebtedness incurred pursuant to Section 7.03(a)(ii) (and any Permitted Refinancings thereunder) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness) required

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to be offered to be so repurchased, “Other Applicable Indebtedness”), then without duplication of amounts deducted pursuant to clause (a)(ii) of the definition of “Net Proceeds”, the Borrowers may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that prepayments pursuant to this Section 2.05(b)(ii) shall only be required for any fiscal year if the amount of Net Proceeds for such fiscal year is greater than an amount equal to the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09); provided further that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof, to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(iii)	If Parent or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (A) not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is three Business Days after the receipt by Parent or such Restricted Subsidiary of such Net Proceeds.
(iv)	If for any reason the aggregate Outstanding Amount of Revolving Credit Loans plus the outstandings under all Ancillary Facilities plus L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay, or cause to be promptly prepaid, Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans, outstandings under an Ancillary Facility and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
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(v)	Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents and repatriation to the Unites States would be required in order for the applicable Borrower to make the repayment of Excess Cash Flow, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the applicable Borrower or Parent to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long,
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as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrowers hereby agree to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if such Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable material constituent documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of an amount equal to the additional taxes of Parent, its Subsidiaries and the direct and indirect holders of Equity Interests in Parent that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by any Borrower to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that any Borrower has reasonably determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have material adverse tax cost consequences for itself or any of its Subsidiaries, an amount equal to such Foreign Subsidiary Excess Cash Flow that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Foreign Subsidiary Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.05, such Borrower apply an amount equal to such Foreign Subsidiary Excess Cash Flow to such prepayments as if such Foreign Subsidiary Excess Cash Flow had been received by such Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Foreign Subsidiary Excess Cash Flow had been repatriated (or, if less, the Foreign Subsidiary Excess Cash Flow that would be calculated if received by such Foreign Subsidiary); provided, further, that in the case of each of clauses (i) and (ii), such nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of Parent and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(v); provided, further, that (A) for purposes of this Section 2.05 Excess Cash Flow shall be deemed allocable to each Foreign Subsidiary, with respect to any period, in an amount equal to (i) the Consolidated Adjusted EBITDA of such Foreign Subsidiary for such period, divided by (ii) the Consolidated Adjusted EBITDA of Parent and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in respect of the Obligations) and (B) Parent and its Restricted Subsidiaries shall be entitled to reduce Excess Cash Flow owed pursuant to Section 2.05(b)(i) in respect of any Excess Cash Flow Period by the aggregate amount of Excess Cash Flow attributable to Foreign Subsidiaries subject to the limitations and restrictions described above in this Section 2.05(b)(v) for such Excess Cash Flow Period.

(vi)	Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net

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Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents and repatriation to the Unites States would be required in order for the applicable Borrower to make the repayment of Net Proceeds of a Disposition, an amount equal to the Net Proceeds that would be so affected were such Borrower or Parent to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not otherwise permit repatriation to the United States (the Borrowers hereby agree to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation even if any Borrower does not intend to actually repatriate such cash, so that an amount equal to the full amount of such Net Proceeds will otherwise be subject to repayment under this Section 2.05), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Net Proceeds is permissible under the applicable local law or applicable material constituent documents, even if such cash is not actually repatriated at such time, an amount equal to the amount of the Net Proceeds will be promptly (and in any event not later than five Business Days) applied (net of an amount equal to the additional taxes of Parent, its Subsidiaries and the direct and indirect holders of Equity Interests in the Borrowers that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrowers to the repayment of the Term Loans pursuant to this Section 2.05 and (ii) to the extent that the applicable Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Casualty Event would have material adverse tax cost consequences with respect to such Net Proceeds, an amount equal to such Net Proceeds that would be so affected will not be subject to repayment under this Section 2.05; provided that, on or before the date on which any such Net Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.05, such Borrower may apply an amount equal to such Net Proceeds to such prepayments as if such Net Proceeds had been received by such Borrower rather than such Foreign Subsidiary (or the applicable recipient), less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds had been repatriated (or, if less, the Net Proceeds that would be calculated if received by such Foreign Subsidiary (or the applicable recipient)); provided, further, that in the case of each of clauses (i) and (ii), nonpayment prior to the time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of Parent and its Restricted Subsidiaries, in each case, subject to the prepayment provisions in this Section 2.05(b)(vi). For the avoidance of doubt, nothing in this Section 2.05 shall require any Borrower or Parent to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder).

(vii)	Except as otherwise provided in any Refinancing Amendment, Extension Amendment or any Incremental Amendment or as otherwise provided herein, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that any prepayment of Term Loans with the Net Proceeds of Credit Agreement

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Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i), (ii)and (iii) of this Section 2.05(b) shall be applied first, to accrued interest and fees due on the amount of the prepayment and second, to the scheduled installments of principal thereof following the date of such prepayment in direct order of maturity; (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.

(viii)

The Borrower Representative shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrowers pursuant to clauses (i), (ii), (iii) of this Section 2.05(b) not later than 1:00 p.m. at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrowers. The Administrative Agent will promptly notify each Appropriate Lender of the contents of such prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrowers.

(c)

Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be made, together with, in the case of any such prepayment of a Term Benchmark Loan or SONIA Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Term Benchmark Loan or SONIA Rate Loan pursuant to Section 3.05.

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Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Term Benchmark Loans or SONIA Rate Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Term Benchmark Loan or SONIA Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a deposit account (or, if required by the Administrative Agent, a Cash Collateral Account) until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrowers for all purposes under this Agreement.

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Section 2.06	Termination or Reduction of Commitments.
(a)	Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000, or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.
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(b)	Mandatory. The Initial Dollar Term Commitments and the Initial Euro Term Commitments of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, to be made by such Term Lender on the Closing Date. The Revolving Credit Commitments of each Class shall automatically and permanently terminate on the Maturity Date with respect to such Class of Revolving Credit Commitments.
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(c)	Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portion of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments of any Class shall be paid to the Appropriate Lenders on the effective date of such termination.
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Section 2.07	Repayment of Loans.
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(a)	Term Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders:
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(i)	(A) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Initial Dollar Term Loans outstanding on the Closing Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)). For the avoidance of doubt, the Initial Euro Term Loans shall not be subject to scheduled amortization prior to the Maturity Date; and
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(ii)	(B) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date.
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In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrowers in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.

(b)	Revolving Credit Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the applicable Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans under such Facility outstanding on such date.
(c)	Swing Line Loans. The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date that is five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility (although Swing Line Loans may thereafter be reborrowed, in accordance with the terms and conditions hereof, if there are one or more Classes of Revolving Credit Commitments which remain in effect).
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(d)	Ancillary Facility.
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(i)	An Ancillary Facility shall cease to be available on the Maturity Date of the Revolving Credit Facility of such Ancillary Lender or such earlier date on which its expiration occurs or on which it is cancelled in accordance with the terms of this Agreement.
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(ii)	If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and such Lender’s Revolving Credit Commitment shall be increased accordingly).
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(iii)	No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless (A) the Revolving Credit Commitments have been cancelled in full, or all outstanding applicable Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding applicable Revolving Loans immediately due and payable, or the expiration date of the Ancillary Facility occurs; (B) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (C) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by an applicable Revolving Loan and the Ancillary Lender gives sufficient notice to enable an applicable Revolving Loan to be made to refinance those Ancillary Outstandings.
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(iv)	For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause (d)(iii)(C) above can be refinanced by an applicable Revolving Loan, (A) the Revolving Credit Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (B) the applicable Revolving Loan may (so long as clause (d)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether the Borrowers shall have delivered a Committed Loan Notice.
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(v)	On the making of a Revolving Loan to refinance Ancillary Outstandings, (A) each Lender will participate in such Revolving Loan on a pro rata basis in accordance with its respective Revolving Credit Commitment (as determined by the Administrative Agent); and (B) the relevant Ancillary Facility shall be cancelled.
(vi)	In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to applicable regulatory authorities as netted for capital adequacy purposes.
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Section 2.08	Interest.
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(a)	Subject to the provisions of Section 2.08(b),
---	---
(i)	each Term Benchmark Loan denominated in Dollars shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the Applicable Rate,
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(ii)	each Term Benchmark Loan denominated in Euros shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the EURIBOR Rate for such Interest Period plus the Applicable Rate,
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(iii)	each Term Benchmark Loan denominated in Canadian Dollars, shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term CORRA Rate for such Interest Period plus the Applicable Rate,
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(iv)	each SONIA Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the SONIA Rate plus the Applicable Rate,
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(v)	each Base Rate Loan (other than a Swing Line Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and
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(vi)	each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.
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(b)	After the occurrence and during the continuance of an Event of Default under Section 8.01(a), the Borrowers shall pay interest on past due amounts owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws: provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon written demand.
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(c)	Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder
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shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)	The rate and time of payment of interest in respect of any Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrowers based on normal market rates and terms.
Section 2.09	Fees. In addition to certain fees described in Section 2.03(h) and Section 2.03(i):
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(a)	Revolving Credit Commitment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to commitment fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitments for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee with respect to each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the applicable conditions in Article IX is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee with respect to each Revolving Credit Facility shall be calculated quarterly in arrears.
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(b)	Other Fees. The Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrowers and the applicable Agent).
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(c)	Ancillary Facility. The rate and timing of fees in respect of any Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower under such Ancillary Facility based on normal market rates and terms.
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Section 2.10	Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR Rate), Term CORRA Rate Loans and SONIA Rate Loans shall be made on the basis of a year of 365 days, or 366 days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the
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Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11	Evidence of Indebtedness.
(a)	The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of business. In the event of any conflict between the accounts and records maintained by any Lender and the Register in respect of such matters, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
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(b)	In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
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(c)	Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(b) and by each Lender in its account or accounts pursuant to Section 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.
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Section 2.12	Payments Generally.
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(a)	All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
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(b)	Except as otherwise provided herein, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause
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payment of interest on or principal of Term Benchmark Loans or SONIA Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)	Unless any Borrower or any Lender have notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto (such amount referred to as the “Rescindable Amount”). If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i)	if the Borrowers have failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such Rescindable Amount that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such Rescindable Amount was made available by the Administrative Agent to such Lender to the date such Rescindable Amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and
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(ii)	if any Lender failed to make such payment (including, without limitation, failure to fund participations in respect of any Letter of Credit or Swing Line Loan), such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such Rescindable Amount was made available by the Administrative Agent to the applicable Borrower to the date such Rescindable Amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount (including, without limitation, failure to fund participations in respect of any Letter of Credit or Swing Line Loan) forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such Rescindable Amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfil its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.
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A written notice (including documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d)	If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not

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satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)	The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.
(f)	Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
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(g)	Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.
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(h)	Amounts to be applied to the prepayment of Loans in connection with any mandatory prepayments by the Borrowers of the Term Loans pursuant to Section 2.05(b) shall be applied, as applicable, on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans, Term Benchmark Loans or SONIA Rate Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(viii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Term Benchmark Loans and/or SONIA Rate Loans, as applicable, in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05.
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Section 2.13	Sharing of Payments. If, other than as provided elsewhere herein, any Lender shall obtain payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise, including amounts received by any such Lender in excess of those received by other Lenders as a result of the application of article 280.7º of the Spanish Insolvency Law) in respect of any principal or interest on account of the Loans or the participations in L/C Obligations and Swing Line Loans held by it, in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such sub-participations in the participations in L/C Obligations and Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to
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share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrowers may extend the final maturity of Term Loans and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.16 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute a payment or prepayment of any Term Loans or Revolving Credit Loans, as applicable, for purposes of this Section 2.13 or (ii) shall reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization payment due to a Lender of Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension Amendment) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrowers may take all actions contemplated by Section 2.16 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.

Section 2.14

Incremental Credit Extensions.

(a)

Incremental Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (an “Incremental Request”), request (i) one or more new commitments which may be in the same Facility as any outstanding Term Loans of an existing Class (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) under this Agreement and/or (ii) (A) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”) and/or (B) the establishment of one or more new Revolving Credit

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Commitments (any such new commitment, a “New Revolving Credit Commitment” and, together with Revolving Commitment Increases, the “Incremental Revolving Loan Commitments” and, collectively with any Incremental Term Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.

(b)

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Term Loans or Revolving Credit Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction (or waiver) of the terms and conditions in this Section 2.14 (i) each Incremental Term Lender of such Class shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Loan Commitment are effected, subject to the satisfaction of the terms and conditions in this Section 2.14, (ii) each Incremental Revolving Credit Lender shall make its Commitment available to the Borrowers (when borrowed, an “Incremental Revolving Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Revolving Commitment Increase or New Revolving Credit Commitment, as applicable, and (iii) each Incremental Revolving Credit Lender shall become a Lender hereunder with respect to the Revolving Commitment Increase or the New Revolving Credit Commitment, as applicable, and the Incremental Revolving Loans made pursuant thereto. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

(c)

Incremental Request. Each Incremental Request from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount, the Approved Currency and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitments. Incremental Term Loans may be made, and Incremental Revolving Loan Commitments may be provided, by any existing Lender (but each existing Lender will not have an obligation to make any Incremental Commitment, nor will the Borrowers have any obligation to approach any existing lenders to provide any Incremental Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making of such Incremental Term Loans to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Term Loans to such Lender or Additional Lender and (ii) the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s provision of such Incremental Revolving Loan Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or Additional Lender.

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(d)	Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions:
(i)	subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments;
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(ii)	[reserved];
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(iii)	each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below);
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(iv)	[reserved]; and
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(v)	at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of pari passu Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness and assuming all simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu or junior basis with the Obligations, (1) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does
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not exceed 4.50:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment, (y) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured or secured on assets which are not Collateral (1) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount”.

The Borrowers may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrowers may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrowers meet the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrowers.

For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) immediately prior to, or incurred simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded (provided that any Incremental Revolving Loan Commitments established simultaneously with such event shall be deemed fully drawn pursuant to clause (a) hereof).

(e)	Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class, except as otherwise set forth herein, shall be as agreed between the Borrowers and the applicable Incremental Lenders and in any event:
(i)	the Incremental Term Loans and, as applicable, the New Revolving Credit Commitments:
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(A)	(I) shall not be guaranteed by any Person other than any Loan Party, (II) shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Initial Term Loans (in the
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case of Incremental Term Loans) or the Revolving Credit Loans (in the case of New Revolving Credit Commitments), as applicable, or may be unsecured, (III) to the extent secured or subordinated in right of payment shall be subject to an Intercreditor Agreement and (IV) other than such Incremental Term Loans and the New Revolving Credit Commitments being incurred pursuant to Section 2.14(d)(v)(C)(y), which if secured may only be secured by property or assets that is not Collateral, to the extent secured, shall not be secured by any property or assets of Parent or any Subsidiary other than the Collateral (it being agreed that Incremental Term Loans and New Revolving Credit Commitments shall not be required to be secured by all of the Collateral);

(B)	in the case of Incremental Term Loans shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans (subject to the Earlier Maturity Indebtedness Exception); provided that the requirements set forth in this clause (B) shall not apply to any Incremental Term Loans consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (B);
(C)	in the case of New Revolving Credit Commitments, shall not mature earlier than the Maturity Date of the Revolving Credit Facility or have amortization or scheduled mandatory commitment reductions (other than at maturity);
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(D)	in the case of Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (provided, that in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded) (subject to the Earlier Maturity Indebtedness Exception); provided that the requirements set forth in this clause (D) shall not apply to any Incremental Term Loans consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (D);
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(E)	in the case of Incremental Term Loans, subject to clauses (B) and (D) above, shall have amortization determined by the Borrowers and the applicable Incremental Term Lenders;
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(F)	subject to clause (iii) below, shall have an Applicable Rate determined by the Borrowers and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable; and
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(G)	may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrowers shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class,
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(ii)	subject to clause (i) above, the material terms of each Incremental Revolving Loan or Incremental Revolving Loan Commitment will be substantially identical to those applicable to the Revolving Credit Loans or Revolving Credit Commitments being increased, as applicable, or otherwise reasonably acceptable to the Administrative Agent (other than with respect to margin, pricing, maturity, fees or any terms which are applicable only after the Maturity Date of the Revolving Credit Facility, which, solely as to administrative matters, shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)),
(iii)	the interest rate and amortization schedule (subject to clause (B) above) applicable to any Incremental Term Loans will be determined by the Borrowers and the lenders providing such Incremental Term Loans; provided that in the event that the Effective Yield with respect to any Incremental Term Loans, that are denominated in the same currency as the Initial Term Loans or the Incremental Term Loans, as applicable, which mature earlier than the date that is six (6) months after the Maturity Date of the Initial Term Loans and which are incurred for purposes other than the funding of a Permitted Acquisition or other Investment not prohibited hereunder (other than in respect of up to the greater of $2,185,360,000 and 100.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence (the “MFN Excluded Amount”) in an aggregate principal amount of Incremental Term Loans) that are pari passu in right of payment and with respect to security with the Initial Term Loans and established on or prior to the date that is six (6) months after the Closing Date is greater than the Effective Yield for the Initial Term Loans denominated in such same currency by more than 0.50%, then the Applicable Rate for the Initial Term Loans denominated in such same currency shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans is equal to the Effective Yield for such Incremental Term Loans minus 0.50%.
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(iv)	subject to the preceding clauses (i) through (iii), the Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrowers and the lenders thereunder.
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(f)	Incremental Amendment. Commitments in respect of any Incremental Term Loans and Incremental Revolving Loan Commitments shall become Commitments (or in the case of an Incremental Revolving Loan Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.14. The Borrowers will use the proceeds of the Incremental Term Loans and Incremental Revolving Loan Commitments as determined by the Borrowers and the Lenders providing such Incremental Term Loans and Incremental Revolving Loan Commitments. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Loan Commitments, unless it so agrees.
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(g)	Reallocation of Revolving Credit Exposure. Upon any Incremental Facility Closing Date on which Revolving Commitment Increases are effected through an increase in
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the Revolving Credit Commitments pursuant to this Section 2.14, (a) each of the Revolving Credit Lenders with respect to the applicable increased Revolving Credit Facility shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding under such applicable increased Revolving Credit Facility on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by such existing Revolving Credit Lenders and such Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Revolving Commitment Increases to the Revolving Credit Commitments under the applicable increased Revolving Credit Facility, (b) each Revolving Commitment Increase shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the Revolving Commitment Increases and all matters relating thereto; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Incremental Revolving Loan Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Incremental Revolving Loan Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Incremental Revolving Loan Commitments after the date of obtaining any Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(m) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(m), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued) and (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Loan Commitments after the date of obtaining any Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(h)	This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Section 2.15	Refinancing Amendments.
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(a)	On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans incurred under this Agreement pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the
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borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(m) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.

(b)	Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.
(c)	Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.15, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
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(d)	This Section 2.15 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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Section 2.16	Extension of Term Loans: Extension of Revolving Credit Loans.
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(a)	Extension of Term Loans. The Borrowers may at any time and from time to time request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall
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provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) (except as to interest rates, fees, amortization, final maturity date, “AHYDO” payments, optional prepayments, premium, required prepayment dates and participation in prepayments, which shall be determined by the Borrowers and the Extending Term Lenders and set forth in the relevant Term Loan Extension Request), be substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those applicable to the Existing Term Loan Tranche subject to such Term Loan Extension Request (except for covenants or other provisions applicable only to periods after the Maturity Date of the applicable Existing Term Loan Tranche that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans)) (as reasonably determined by the Borrowers), including: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than three different Maturity Dates; (ii) the Effective Yield, pricing, optional redemptions and prepayment and “AHYDO” payments with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different from the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Maturity Date of the applicable Existing Term Loan Tranche that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrowers and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Term Loan Tranche that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans), (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan

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Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.16(a)).

(b)

Extension of Revolving Credit Commitments. The Borrowers may, at any time and from time to time, in their sole discretion request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Credit Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrowers and the Extending Revolving Credit Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Credit Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Credit Lender, as the original Revolving Credit Commitments (and related outstandings); provided: (i) the Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments) which have more than three different Maturity Dates; (ii) the Effective Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrowers and Extending Revolving Credit Lenders) and terms that apply solely to any period after the Maturity Date of the Revolving Credit Commitments of such Existing Revolver Tranche that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments of the applicable Existing Revolver Tranche and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving

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Credit Commitments of the applicable Existing Revolver Tranche); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the Revolving Credit Commitments of applicable Existing Revolver Tranche and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $7,500,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.16(b).

(c)

Extension Request. The Borrowers shall provide the applicable Extension Request at least three Business Days prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent and the Borrowers, in each case acting reasonably to accomplish the purposes of this Section 2.16. Subject to Section 3.07 no Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested to be extended pursuant to the Extension Request, the Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension Election.

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(d)	Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in Section 2.16(a) or Section 2.16(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.02 (other than delivery of a Committed Loan Notice) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates substantially consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Borrower Representative may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower Representative’s sole discretion and as may be waived by the Borrower Representative) of Term Loans, Revolving Credit Commitments or Incremental Revolving Loan Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, (iv) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the Required Lenders called for therein) and (v) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.
(e)	No conversion of Loans pursuant to any Extension in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
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(f)	This Section 2.16 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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Section 2.17	Defaulting Lenders.
(a)	Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
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(i)	Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.
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(ii)	Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third, solely if that Defaulting Lender is a Revolving Credit Lender, if so determined by the Administrative Agent or requested by the L/C Issuers or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrowers may request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
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(iii)	Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) or Section 2.09(b) for any period
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during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided Section 2.03(h).

(iv)	Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which any Revolving Credit Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).
(b)	Defaulting Lender Cure. If the Borrowers and the Administrative Agent (and, solely in the case of any Defaulting Lender that is a Revolving Credit Lender), the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders under the applicable Facility or Facilities in accordance with their Pro Rata Share (without giving effect to Section 2.17(a)(iv), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
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Section 2.18	Ancillary Facilities.
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(a)Type of Facility.An Ancillary Facility may be by way of: (i) an overdraft facility; (ii) a guarantee, bonding, documentary or stand-by letter of credit facility; (iii) a short term loan facility; (iv) a derivatives facility; (v) a foreign exchange facility; or (vi) any other facility or accommodation required in connection with the business of the Group and which is agreed by the Borrowers with an Ancillary Lender.

(b)	Availability.
(i)	If the Borrowers and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Revolving Credit Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.17, in each case, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
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(ii)	An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrowers that such Ancillary Facility has been established and specifying (A) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility, (B) the proposed type of Ancillary Facility to be provided, (C) the proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”), (E) the proposed currency of the Ancillary Facility (if not denominated in Euro, Sterling or U.S. Dollars) and (F) the Revolving Credit Commitments to which such Ancillary Facility relates, and the Borrowers shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.
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(iii)	The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the Borrowers and the Ancillary Lender.
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(iv)	No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Section 2.18). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
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(c)	Terms of Ancillary Facilities.
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(i)	Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Borrowers; provided, that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only the Borrowers to use the Ancillary Facility; (C) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment; and (D) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not
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later than Maturity Date with respect to such Revolving Credit Facility (or such earlier date as the Revolving Credit Commitment of the relevant Ancillary Lender is reduced to zero).

(ii)	If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (A) Section 2.09 which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility; (B) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and (C) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.
(iii)	Interest, commission and fees on Ancillary Facilities are dealt with in Sections 2.08 and 2.09.
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(d)	Repayment of Ancillary Facilities.
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(i)	An Ancillary Facility shall cease to be available on the Maturity Date with respect to such Revolving Credit Facility or such earlier date on which its expiration occurs or on which it is cancelled in accordance with the terms of this Agreement.
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(ii)	If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and such Lender’s Revolving Credit Commitment shall be increased accordingly).
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(iii)	No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless (A) the Revolving Credit Commitments have been cancelled in full, or all outstanding applicable Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding applicable Revolving Loans immediately due and payable, or the expiration date of the Ancillary Facility occurs; (B) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (C) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by an applicable Revolving Loan and the Ancillary Lender gives sufficient notice to enable an applicable Revolving Loan to be made to refinance those Ancillary Outstandings.
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(iv)	For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause (d)(iii)(C) above can be refinanced by an applicable Revolving Loan, (A) the Revolving Credit Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (B) the applicable Revolving Loan may (so long as clause (d)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether the Borrowers shall have delivered a Committed Loan Notice.
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(v)	On the making of a Revolving Loan to refinance Ancillary Outstandings, (A) each Lender will participate in such Revolving Loan on a pro rata basis in accordance with its respective Revolving Credit Commitment (as determined by the Administrative Agent); and (B) the relevant Ancillary Facility shall be cancelled.
(vi)	In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to applicable regulatory authorities as netted for capital adequacy purposes.
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(e)	Ancillary Outstandings. The Borrowers and each Ancillary Lender agrees with and for the benefit of each Lender that (i) the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and (ii) where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.
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(f)	Information. The Borrowers and each Ancillary Lender shall, promptly upon request by the Administrative Agent, supply the Administrative Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Administrative Agent may reasonably request from time to time. The Borrowers consent to all such information being released to the Administrative Agent and the Lenders.
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(g)	Revolving Credit Commitment Amounts. Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Revolving Credit Commitment is not less than its Ancillary Commitment.
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Section 2.19	Appointment of Borrower Representative. The Borrowers hereby appoint the Borrower Representative as their agent, attorney-in-fact and representative for all purposes under this Agreement and the other Loan Documents, including, without limitation, (a) making any borrowing requests or other requests required under this Agreement, (b) the giving and receipt of notices by and to the Borrowers under this Agreement, (c) the delivery of all documents, reports, Compliance Certificates, financial statements and written materials required to be delivered by the Borrowers under this Agreement, (d) the exercise of discretion or election granted to any Borrower hereunder, including in connection with calculation of any financial ratios or tests or pro forma adjustments, (e) the receipt of any notices, requests or demands from the Administrative Agent, the Collateral Agent, or any Lenders on behalf of the Borrowers and (f) all other administrative or ministerial matters incidental to any of the foregoing.
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Each Borrower agrees that any action taken or omitted to be taken by the Borrower Representative pursuant to this Agreement or any other Loan Document shall be binding upon such Borrower as fully as if such action were taken directly by such Borrower, and no Agent or Lender shall have any duty to inquire as to the authority of the Borrower Representative to take any such action.

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Each German Loan Party hereby empowers (bevollmächtigt) the Borrower Representative to act on its behalf as its agent, attorney-in-fact and representative for all purposes under this Agreement and the other Loan Documents as set out in this Section 2.19. For the purpose of this Section 2.19 and any other authorization (Vollmacht) granted by any German Loan Party to the Borrower Representative under this Agreement and the other Loan Documents, each German Loan Party hereby releases the Borrower Representative from any restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any other restriction of multiple representation or self-dealing under any applicable law.

Article III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01	Taxes.
(a)	All payments made by or on account of any Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, (i) if the Tax is an Indemnified Tax or Other Tax, the sum payable by any Borrower or any Guarantor shall be increased as necessary so that after making all required deductions and withholdings of Indemnified Tax or Other Tax (including deductions and withholdings of Indemnified Tax or Other Tax applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings for Indemnified Tax or Other Tax been made, (ii) the applicable Withholding Agent shall make such deductions and withholdings, (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment (or, if receipts or evidence are not available within 30 days, as soon as possible thereafter), if any Borrower or any Guarantor is the applicable withholding agent, it shall furnish to the Administrative Agent the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to the Administrative Agent.
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(b)	In addition, the Borrowers agree to pay, or at the option of the Administrative Agent timely reimburse it for the payment of, all Other Taxes).
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(c)	Without duplication of the amounts paid pursuant to Section 3.01(a) or Section 3.01(b), each Borrower and each Guarantor, agree to indemnify each Agent and each Lender within 10 days after demand therefor, for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Agent or such Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) and (ii) any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Agent or Lender (or by an Agent on behalf of such Lender) accompanied by a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive absent manifest error.
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(d)	Each Lender and Agent shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the Borrowers and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the
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Borrowers or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender or Agent under the Loan Documents. Each such Lender and Agent shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly and on or before the date such documentation expires, becomes obsolete or inaccurate to the Borrowers and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding Tax, the applicable withholding agent shall be entitled to withhold amounts required to be withheld by applicable law from such payments at the applicable rate. Notwithstanding any other provision of this Section 3.01(d), an Agent or a Lender shall not be required to deliver any form pursuant to this Section 3.01(d) (i) that such Agent or Lender is not legally eligible to deliver or (ii) if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent.

Without limiting the foregoing:

(i)	Each Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or before the date on which it becomes a party to this Agreement two copies of properly completed and duly signed Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax and such other documentation or information prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(ii)	Each Lender that is not a U.S. Person shall deliver to the Administrative Agent for transmission to the Borrowers on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent) whichever of the following is applicable:
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(A)	two copies of properly completed and duly signed Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for the benefits of an income tax treaty to which the United States is a party and such other documentation as required under the Code,
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(B)	two copies of properly completed and duly signed Internal Revenue Service Form W-8ECI,
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(C)	in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10% shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “United States Tax
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Compliance Certificate”) and (y) two copies of properly completed and duly signed Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable,

(D)	to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership), two copies of properly completed and duly signed Internal Revenue Service Form W-81MY of the Lender, accompanied by Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, Form W-9, and/or other certification documents from each beneficial owner, as applicable (provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner), or
(E)	copies of any other executed form prescribed by applicable laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax together with such supplementary documentation as may be prescribed by applicable laws to permit each Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
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(iii)	An Administrative Agent that is a U.S. Person shall deliver to the Borrowers two copies of properly completed and duly signed Internal Revenue Service Form W-9 with respect to fees received on its own behalf, certifying that such Agent is exempt from federal backup withholding. An Administrative Agent that is not a U.S. Person shall deliver to the Borrowers two copies of properly completed and duly signed Internal Revenue Service Form W-8ECI with respect to fees received on its own behalf and, with respect to any other fees it is to receive, two copies of properly completed and duly signed Internal Revenue Service Form W-8IMY accompanied by all required supporting certificates and documentation, evidencing that it is either a “U.S. branch” or a “qualified intermediary” assuming primary withholding responsibility for purposes of Chapter 3 and 4 of the Code and primary Form 1099 reporting and backup withholding responsibility with the effect that, in either case, the Borrowers will be legally entitled to make payments hereunder to the Administrative Agent without withholding or deduction on account of U.S. federal withholding Tax.
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(iv)	If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by Laws and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this
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paragraph (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(v)	Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.
(vi)	Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(d).
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(e)	Any Lender or Agent claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrowers) if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
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(f)	If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to such Loan Party (but only to the extent of indemnification or additional amounts paid by the Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Parties, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority; provided, further, that in no event will the Lender or Agent be required to pay any amount to a Loan Party pursuant to this paragraph (f) the payment of which would place the Lender or Agent in a less favorable net after-Tax position than the Lender or Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.01(f) shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrowers or any other person.
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(g)	For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the Swing Line Lender.
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(h)	Each Lender that becomes a party to this Agreement shall, on the day on which it is entered or upon succeeding to an interest in the Commitments and/or Loans to the Borrowers hereunder, confirm whether or not it is an Irish Qualifying Lender in accordance with Section 10.07(k). Each such Lender shall promptly notify the Borrowers if there is any change in its status as an Irish Qualifying Lender.
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Section 3.02	Illegality. If any Lender determines that any Law or guideline has made it unlawful or impermissible, or that any Governmental Authority has asserted that it is unlawful or impermissible under any such guideline, for any Lender or its applicable Lending Office to make, maintain or fund Term Benchmark Loans or SONIA Rate Loans (whether denominated in Dollars or any other Approved Currency), or to determine or charge interest rates based upon the Adjusted Term SOFR Rate, the Term SOFR Rate, the EURIBOR Rate or the SONIA Rate, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Term Benchmark Loans or SONIA Rate Loans or to convert Base Rate Loans to Term Benchmark Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall promptly following written demand from such Lender (with a copy to the Administrative Agent), in its sole discretion, either prepay or convert all applicable Term Benchmark Loans of such Lender to Base Rate Loans, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully and in accordance with guidelines continue to maintain such Term Benchmark Loans to such day, or promptly, if such Lender may not lawfully or in accordance with guidelines continue to maintain such Term Benchmark Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
Section 3.03	Inability to Determine Rates.
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(a)	Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if, prior to the first day of any Interest Period (and in the case of SONIA Rate Loans, during the period that such Loan is outstanding) the Administrative Agent reasonably determines that for any reason in connection with any request for a Term Benchmark Loan or a SONIA Rate Loan or a conversion to or continuation thereof that
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(i)	deposits in Euros are not being offered to banks in the applicable offshore interbank market for Euros for the applicable amount and Interest Period of such EURIBOR Rate,
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(ii)	adequate and reasonable means do not exist for determining the Adjusted Term SOFR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate or the SONIA Rate (including because the Relevant Screen Rate is not available or published on a current basis) for the applicable Approved Currency for any requested Interest Period (or in the case of SONIA Rate Loans, the SONIA Interest Period) with respect to a proposed Term Benchmark Loan or SONIA Rate Loan or in connection with an existing or proposed Base Rate Loan, or
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(iii)	the Adjusted Term SOFR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate or the SONIA Rate for any requested Interest Period (or in the case of SONIA Rate Loans, the SONIA Interest Period) with respect to a proposed Term Benchmark Loan or SONIA Rate Loan for the applicable Approved Currency does not adequately and fairly reflect the cost to such Lenders of funding such Term Benchmark Loan or SONIA Rate Loan for the applicable Approved Currency, the Administrative Agent will promptly so notify the Borrowers and each Lender and, until (x) the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrowers deliver a new Committed Loan Notice in accordance with the terms
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of Section 2.02, (A) for Loans denominated in Dollars, (1) the Borrowers may revoke any pending Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Rate Borrowing or, failing that, any Committed Loan Notice that requests a Term SOFR Rate Revolving Borrowing shall instead be deemed to be an interest election request or a borrowing request, as applicable, for a Base Rate Borrowing and (B) for Loans denominated in any Other Foreign Currency, any Committed Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EURIBOR Rate Borrowing, CORRA Rate Borrowing, or SONIA Rate Borrowing and any Committed Loan Notice that requests a EURIBOR Rate Borrowing, CORRA Rate Borrowing or a SONIA Rate Borrowing, shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or SONIA Rate Loan in any Approved Currency is outstanding on the date of the Borrowers’ receipt of the notice from the Administrative Agent referred to in this Section 3.03(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or SONIA Rate Loan, then until (x) the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrowers deliver a new Committed Loan Notice in accordance with the terms of Section 2.02, (A) for Loans denominated in Dollars, any Term SOFR Rate Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan and (B) for Loans denominated in any Other Foreign Currency, (1) any EURIBOR Rate Loan shall, at the Borrower Representative’s election: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such EURIBOR Rate Loan, such EURIBOR Rate Loan shall be converted into a Term Benchmark Loan denominated in Dollars (in an amount equal to the Dollar Equivalent) at the end of the applicable Interest Period and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (2) any Term CORRA Rate Loan shall: (A) be prepaid by the Borrowers on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term CORRA Rate Loan, such Term CORRA Rate Loan shall be converted into a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars (in an amount equal to the Dollar Equivalent) at such time and (3) any SONIA Rate Loan, at the Borrower Representative’s election, shall either (A) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent) immediately or (B) be prepaid in full immediately.

(b)

Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then with respect to any Approved Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each such Class.

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(c)	Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent and the Borrowers will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(d)	The Administrative Agent will promptly notify the Borrowers and the applicable Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03.
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(e)	Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate, Adjusted Term CORRA Rate or EURIBOR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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(f)	Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a Term Benchmark Borrowing or a SONIA Rate Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrowers will be deemed to have converted any request for a Term SOFR Rate Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing or (y) any EURIBOR Rate Borrowing, CORRA Rate Borrowing or SONIA Rate Borrowing shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or
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SONIA Rate Loan in any Approved Currency is outstanding on the date of the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or SONIA Rate Loan, then until such time as a Benchmark Replacement for such Approved Currency is implemented pursuant to this Section 3.03, (A) any Term Benchmark Loan denominated in Dollars shall on the last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan, on such day and (B) for Loans denominated in any Other Foreign Currency, (1) any EURIBOR Rate Loan shall, at the Borrowers’ election prior to such day: (a) be prepaid by the Borrowers on such day or (b) solely for the purpose of calculating the interest rate applicable to such EURIBOR Rate Loan, such EURIBOR Rate Loan shall be deemed to be a Term Benchmark Loan denominated in Dollars (in an amount equal to the Dollar Equivalent) and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (2) any Term CORRA Rate Loan shall, at the Borrowers’ election prior to such day: (A) be prepaid by the Borrowers on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term CORRA Rate Loan, such Term CORRA Rate Loan shall be deemed to be a Term Benchmark Loan denominated in Dollars (in an amount equal to the Dollar Equivalent) and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (3) any SONIA Rate Loan shall, at the Borrowers’ election, shall either (A) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent) immediately or (B) be prepaid in full immediately.

Section 3.04

Increased Cost and Reduced Return; Capital Adequacy; Term Benchmark Loan and SONIA Rate Loan Reserves.

(a)

If any Lender (which, for purposes of this Section 3.04 shall include the L/C Issuers) reasonably determines that as a result of the introduction of or any Change in Law, in each case after the Closing Date, or such Lender’s compliance therewith, including, for avoidance of doubt any such adoption, change or compliance in respect of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines, requirements, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities pursuant to Basel III regardless in each case of clauses (a) and (b) of the date of adoption or enaction, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Term Benchmark Loans or SONIA Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.01, (ii) Excluded Taxes, or (iii) reserve requirements contemplated by Section 3.04(b)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Term Benchmark Loan or SONIA Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within 15 Business Days after written demand by such Lender setting forth in reasonable detail (which detail shall not be required to include any information to the extent disclosure thereof is prohibited by Law) such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

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(b)	If any Lender determines that the introduction of any Law or guideline regarding capital adequacy or liquidity requirements or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time promptly following written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within 15 Business Days after receipt of such demand.
(c)	Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.
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(d)	If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrowers, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the Borrowers or the rights of such Lender pursuant to Section 3.04(a), (b) or (c).
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Section 3.05	Funding Losses. Promptly following written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding loss of anticipated profits) attributable to:
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(a)	any continuation, conversion, payment or prepayment of any Term Benchmark Loan or SONIA Rate Loan of the Borrowers on a day other than the last day of the Interest Period for such Loan; or
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(b)	any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to pay, prepay, borrow, continue or convert any Term Benchmark Loan or SONIA Rate Loan of the Borrowers on the date or in the amount notified by the Borrowers;
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including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06	Matters Applicable to All Requests for Compensation.
(a)	Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrowers setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable and customary averaging and attribution methods.
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(b)	With respect to any Lender’s claim for compensation for any amounts under Section 3.02, Section 3.03 or Section 3.04, the Borrowers shall not be required to compensate such Lender for the interest and penalties with respect to such amounts if such Lender notifies the Borrowers of the event that gives rise to such claim more than 180 days after such event; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04 the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Term Benchmark Loan or SONIA Rate Loan, or, if applicable, to convert Base Rate Loans into Term Benchmark Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
(c)	If the obligation of any Lender to make or continue any Term Benchmark Loan or SONIA Rate Loan, or to convert Base Rate Loans into Term Benchmark Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Term Benchmark Loans or SONIA Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Term Benchmark Loans or SONIA Rate Loans (or, in the case of an immediate conversion required by Section 3.03, on such earlier date as required by Law or guidelines) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist:
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(i)	to the extent that such Lender’s Term Benchmark Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Term Benchmark Loans shall be applied instead to its Base Rate Loans; and
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(ii)	all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Term Benchmark Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Term Benchmark Loans shall remain as Base Rate Loans.
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(d)	If any Lender gives notice to the Borrowers (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of any of such Lender’s Term Benchmark Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Term Benchmark Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Term Benchmark Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Term Benchmark Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.
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Section 3.07	Replacement of Lenders under Certain Circumstances.
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(a)	If at any time (i) the Borrowers becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Section 3.04 as a result of any
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condition described in such Sections or any Lender ceases to make any Term Benchmark Loans or SONIA Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 or requires the Borrowers to pay additional amounts as a result thereof, (ii) any Lender becomes a Defaulting Lender, or (iii) any Lender becomes a Non-Consenting Lender, then the Borrowers may, on five Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (so long as the assignment fee is paid in such instance) all of its rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.04) and obligations under this Agreement; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person; provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents.

(b)

Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and obligations of the Borrowers pursuant to Section 3.01 and Section 3.04 shall be paid in full by the Borrowers to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Lender, then such Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Lender.

(c)

Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or Cash Collateral) have been made in respect of such outstanding Letters of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

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(d)

In the event that (i) the Borrowers or the Administrative Agent have requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment to any provisions of the Loan Documents, (ii) the consent, waiver or amendment in question requires the agreement of each affected Lender or each Lender of a Class in accordance with the terms of Section 10.01 and (iii) the Required Lenders (or, (1) in the case of a consent, waiver or amendment requiring the agreement of each affected Lender of a Class, Lenders holding more than 50.0% of the aggregate Loans and unused Commitments of such Class or (2) in the case of any consent, waiver or amendment in connection with a Permitted Repricing Amendment, all Lenders holding Term Loans of the tranche of Term Loans subject to such repricing that will continue as Lenders in respect of the repriced or modified tranche of Term Loans) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Section 3.08

Survival. All of each Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

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Article IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01	Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrowers, the Initial Lenders and the Administrative Agent:
(a)	The Administrative Agent’s receipt of the following, each of which shall be original,.pdf or facsimile copies or delivered by other electronic method unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
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(i)	a Committed Loan Notice in accordance with the requirements hereof;
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(ii)	executed counterparts of this Agreement;
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(iii)	each Collateral Document duly executed by each Loan Party thereto, together with:
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(A)	certificates, if any, representing the Pledged Equity constituting certificated securities referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and
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(B)	proper Intellectual Property Security Agreements and financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Collateral Documents;
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(iv)	other than as set forth on Schedule 6.13(b), each Foreign Law Security Document originally executed and delivered by each applicable Loan Party and each other document or instrument (including customary local law legal
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opinions) required by the Collateral Agent to be delivered in order to ensure the validity and perfection of each such Foreign Law Security Document (and in the case of the Collateral Documents entered into by any Loan Party requiring registration in Ireland, completion of such filings being within the control of the Collateral Agent);

(v)	such certificates of good standing or existence or equivalent (to the extent such concept exists in the applicable jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party, copies of resolutions or other corporate (including, approval by the board of directors or the relevant management body, if required) or limited liability company action (including, approval by the holders of the issued share capital, if required), incumbency certificates, certificates of incorporation, Organization Documents and/or other certificates of Responsible Officers of each Loan Party and electronic copies of the constitutional documents of any German Loan Party downloaded from the electronic commercial register as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;
(vi)	an opinion from (A) Proskauer Rose LLP, as counsel to the Loan Parties, (B) Osborne Clarke España S.L.P., as Spanish counsel to the Loan Parties, in respect of their capacity and authority and as to the valid execution and other matters customarily included in the opinion of Spanish counsel to Loan Parties, (C) Gómez-Acebo & Pombo Abogados, S.L.P., as Spanish counsel to the Secured Parties in respect of the enforceability of the Spanish Security Documents, (D) Osborne Clarke GmbH & Co. KG as German counsel to the Loan Parties in respect of their capacity and authority and as to the valid execution and other matters customarily included in the opinion of German counsel to loan parties, (E) Milbank LLP as German counsel to the Secured Parties in respect of the enforceability of the German Security Documents, and (F) Matheson LLP, as Irish counsel to the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent; and
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(vii)	a Solvency Certificate from the chief financial officer of Parent (on behalf of itself and the Borrowers) substantially in the form attached hereto as Exhibit D;
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(b)	All fees and expenses (to the extent invoiced at least three days prior to the Closing Date) (except as otherwise reasonably agreed by the Borrowers) required to be paid hereunder and under the Fee Letters shall have been paid from the proceeds of the initial fundings under the Facilities.
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(c)	The Refinancing shall have been substantially concurrently with the initial Borrowing hereunder shall be, consummated.
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(d)	The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) without giving effect to “materiality”, Material Adverse Effect or similar phrase.
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(e)	The Administrative Agent and the Initial Lenders shall have received at least three Business Days prior to the Closing Date all documentation and other information about
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the Borrowers and the Guarantors and the principals thereof that was reasonably requested by the Administrative Agent or the Initial Lenders in writing at least ten days prior to the Closing Date and that the Administrative Agent and the Initial Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02	Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Benchmark Loans or SONIA Rate Loans and other than in connection with an Incremental Amendment which shall be governed by Section 2.14 or a Refinancing Amendment which shall be governed by Section 2.15) is subject to satisfaction or waiver of the following conditions precedent:
(a)	The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such Credit Extension or on such earlier date, as the case may be.
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(b)	No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.
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(c)	The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.
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Each Request for Credit Extension (other than (i) with respect to any Request for Credit Extension with respect to Loans to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term Benchmark Loans or SONIA Rate Loans or (iii) in connection with an Incremental Amendment which shall be governed by Section 2.14, a Refinancing Amendment which shall be governed by Section 2.15) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Article V

REPRESENTATIONS AND WARRANTIES

On the dates and to the extent required pursuant to Section 4.01 or Section 4.02 hereof, as applicable, Parent, each Borrower and each of the Subsidiary Guarantors party hereto represent and warrant to the Agents and the Lenders that:

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Section 5.01	Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary of Parent that is a Material Subsidiary (a) is a Person duly organized, incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization to the extent such concept exists in such jurisdiction, (b) has all requisite organizational power and authority to, in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case, referred to in clause (a) (other than with respect to Parent and each Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Section 5.02	Authorization; No Contravention. The execution, delivery and performance of the Loan Documents, (a) have been duly authorized by all necessary corporate or other organizational action on the part of each Loan Party that is a party thereto, and (b) do not (i) violate the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than as permitted by Section 7.01) under, (x) any Contractual Obligation to which such Person is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any violation, conflict, breach or contravention (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach or contravention could not reasonably be expected to have a Material Adverse Effect.
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Section 5.03	Governmental Authorization. No material approval, consent, exemption, authorization, or other action by or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) approval, consent, exemption, authorization, or other action by, or notice to, or filing necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (or release existing Liens) under applicable U.S. law, Irish law and German Law, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.
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Section 5.04	Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in or Indebtedness owed by
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Foreign Subsidiaries (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) (clauses (i) and (ii), the “Enforcement Qualifications”).

Section 5.05	Financial Statements; No Material Adverse Effect.
(a)	The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year end adjustments and the absence of footnotes.
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(b)	Since the date hereof, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
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Section 5.06	Adverse Proceedings, Etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. No Group Member (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
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Section 5.07	Ownership of Property; Liens. Parent and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except for (a) Permitted Liens, (b) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and (c) where the failure to have such title or leasehold interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Section 5.08	Environmental Matters. Except as specifically disclosed on Schedule 5.08 or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
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(a)	each Loan Party and its respective Real Property and operations are in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business of the Loan Parties as currently conducted;
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(b)	the Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental Laws, and none of the Loan Parties nor any of the Loan Parties’ Real Property is the subject of any claims, investigations, liens, demands, or judicial, administrative or arbitral proceedings pending or, to the knowledge of the Borrowers, threatened in writing under any Environmental Law or to revoke or adversely modify any Environmental Permit held by any of the Loan Parties;
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(c)	there has been no Release of Hazardous Materials by any Loan Party or, to the knowledge of the Borrowers, any other person on, at, under or from (i) any Real
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Property owned, operated or leased by any Loan Party, (ii) any Real Property formerly owned, operated or leased by any Loan Party or (iii) at any other location arising out of the conduct or current or prior operations of the Loan Parties, that would, in any such case with respect to clause (i), (ii) or (iii) above, reasonably be expected to require investigation, remedial activity or corrective action or cleanup by any Loan Party or would reasonably be expected to result in the Borrowers incurring liability under Environmental Laws; and

(d)	to the knowledge of the Borrowers: there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property owned, operated or leased by any of the Loan Parties or Real Property formerly owned, operated or leased by the Loan Parties, that would reasonably be expected to result in the Borrowers incurring liability under Environmental Laws.
Section 5.09	Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties’ Restricted Subsidiaries have timely filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income, profits or assets, that are due and payable (including in their capacity as a withholding agent), except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS. To the knowledge of the Borrowers, there is no Tax deficiency or assessment proposed in writing by any taxing authority against the Loan Parties that, if made would individually or in the aggregate, have a Material Adverse Effect.
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Section 5.10	ERISA Compliance.
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(a)	Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.
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(b)	(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due under Section 4007 of ERISA); (iii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (iv) no Loan Party, Restricted Subsidiary or ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and (v) the present value of all accumulated benefit obligations under all Pension Plans (based on assumptions used for purposes of statement of FASB Accounting Standards Codification Topic 715) did not, as of the most recent valuation date, exceed the fair market value of the assets of such Pension Plans, in the aggregate; except, with respect to each of the foregoing clauses of this Section 5.10(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
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Section 5.11	Use of Proceeds.
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(a)	The proceeds of the Initial Dollar Term Loans and Initial Euro Term Loans will be used on or about the Closing Date, to effect the Refinancing, and, to pay costs and expenses relating to the Transactions.
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(b)	The proceeds of Revolving Credit Loans and any utilization under any Ancillary Facility will be used to finance the working capital needs and other general corporate purposes of the Parent and its Subsidiaries (including for capital expenditures, acquisitions, working capital, earn-out payments, deferred purchase price payments and/or purchase price adjustments, the payment of transaction fees and expenses (in each case, including in connection with the Transactions), other Investments, Restricted Payments and any other purpose not prohibited by the terms of the Loan Documents).
Section 5.12	Margin Regulations; Investment Company Act.
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(a)	The Borrowers are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the United States Federal Reserve System.
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(b)	None of Parent or any of its Restricted Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
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Section 5.13	Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information, budgets, estimates and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains, as of the date such statement, certificate or other information was furnished, any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected financial information and pro forma financial information, the Borrowers represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such information was furnished, it being understood that such projected financial information and pro forma financial information are not to be viewed as facts or as a guarantee of performance or achievement of any particular results and that actual results may vary from such forecasts and that such variations may be material and that no assurance can be given that the projected results will be realized.
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Section 5.14	[Reserved].
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Section 5.15	Intellectual Property; Licenses, Etc. To the knowledge of Parent and its Restricted Subsidiaries, Parent and its Restricted Subsidiaries own (free and clear of all Liens other than Liens permitted by Section 7.01), license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how, database rights, design rights and other Intellectual Property rights, whether owned or licensed (collectively, “IP Rights”) that are used in or otherwise reasonably necessary for the operation of their respective businesses as currently conducted, except to the extent such failure to own, license or possess such IP Rights or the existence of such Liens, in each case, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers, no IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of Parent’s Restricted Subsidiaries in the operation of their respective businesses as currently
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conducted infringes upon or violates any rights held by any Person except for such infringements or violations, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights, is pending or, to the knowledge of the Borrowers, threatened against any Loan Party or any of Parent’s Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.16	Solvency. On the Closing Date, after giving effect to the Transactions, the Parent and their Subsidiaries, taken as a whole, are Solvent.
Section 5.17	USA Patriot Act; OFAC; FCPA.
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(a)	Each of the Parent, each Borrower and their respective Subsidiaries, and, to the knowledge of the Parent, each Borrower or any of the Subsidiary Guarantors, directors, officers, employees and agents of the Parent or the Borrowers or their respective Subsidiaries (in each case, acting in their capacity as such), has (i) in the past five (5) years, been in compliance in all material respects with the economic, financial, and trade sanctions administered or enforced by the U.S. government, including by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, the United Nations Security Council, the European Union or any member state thereof, His Majesty’s Treasury of the United Kingdom, and any other jurisdictions in which the Parent, the Borrowers, or their respective Subsidiaries do business (collectively, “Sanctions”) and except as disclosed in any report or financial statements filed with the SEC prior to the Closing Date (ii) in the past five (5) years, (A) been in compliance (x) in all material respects with the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, as amended, and any similar anti-corruption or anti-bribery laws or regulations of those jurisdictions in which the Parent, the Borrowers, or their respective Subsidiaries do business (“Anti-Corruption Laws”) and (y) in all material respects with, as applicable, the USA Patriot Act and any similar anti-money laundering or anti-terrorism financing laws or regulations of those jurisdictions in which the Parent, the Borrowers, or their respective Subsidiaries do business (collectively, “Anti-Money Laundering Laws”) and (B) not been the subject or target of any action, proceeding, litigation, claim or investigation carried out by the relevant Governmental Authority related to any actual or alleged violation of applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.
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(b)	Each of the Parent, the Borrowers, and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance with applicable Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws.
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(c)	None of the Parent, the Borrowers or their respective Subsidiaries or, to the knowledge of the Parent, the Borrowers or any of the Subsidiary Guarantors, any of the respective directors, officers, employees or agents of the Parent, the Borrowers or their respective Subsidiaries, is a Sanctioned Person.
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(d)	None of the Parent or the Borrowers or their respective Subsidiaries, or, to the knowledge of the Parent, the Borrowers or any of the Subsidiary Guarantors, any of the respective directors, officers, employees or agents of the Parent or the Borrowers or their respective Subsidiaries (in each case, acting in their capacity as such), has, in the past five (5) years, engaged in, or intends to engage in the future in, any dealings with, involving or for the benefit of any Sanctioned Person, or in any Sanctioned Jurisdiction, in each case, in violation of applicable Sanctions.
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(e)	No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrowers, indirectly, or otherwise made available to any Person (i) to fund, finance, or facilitate any dealings or activities of, with, or involving any Sanctioned Person, or in any Sanctioned Jurisdiction, or (ii) in any manner that would constitute or give rise to a violation of Sanctions by any party to this agreement.
(f)	No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any other Anti-Corruption Laws.
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(g)	This Section 5.17 shall not be interpreted or applied in relation to any of the Parent, the Borrowers and their respective Subsidiaries and the directors, officers, employees and agents of the Parent, the Borrowers or their respective Subsidiaries, to any member of the Group or to any Secured Party if and to the extent that any representation or warranty made pursuant to this Section 5.17 would violate or expose such person or any of its directors, officers, agents or employees to any liability under any applicable anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or any of its member states) or the United Kingdom that are applicable to such entity (including EU Regulation (EC) 2271/96 (as amended) and section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in connection with the German Foreign Trade Act (Außenwirtschaftsgesetz - AWG)).
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Section 5.18	Security Documents. Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Collateral Documents, including the Foreign Law Security Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid, enforceable and first-priority perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein, subject to the Enforcement Qualifications and Liens permitted by Section 7.01.
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Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement, Section 6.18 or the Collateral Documents or (C) on the Closing Date and until required pursuant to Section 6.11, Section 6.13 or Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant Section 4.01(a).

Section 5.19	Senior Indebtedness. The Obligations constitute “Senior Indebtedness” (or any comparable term) under and as defined in the documentation governing any Indebtedness that is subordinated in right of payment to the Obligations.
Section 5.20	Healthcare Regulatory Matters.
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(a)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party is, and since the Closing Date there has been, in compliance with all Health Care Laws applicable to the Loan Party’s business or by which any property, business product or other asset of the Loan Party is bound or affected. “Health Care Laws” means all laws of the United States or any Loan Party’s Relevant Jurisdiction with respect to regulatory matters primarily relating to patient healthcare, including, without limitation, such laws pertaining to: (i) any federal health care program (as such term is defined in 42 U.S.C. § 1320a-7b(f)), including those pertaining to providers of goods or services that are paid for by any federal health care program, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a 7b(b)), the Stark Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), exclusion from participation in federal health care programs (42 U.S.C. § 1320a-7), civil monetary penalties with respect to federal health care programs (42 U.S.C. § 1320a-7a), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), and the Public Health Service Act (“PHSA”) (42 U.S.C. §§ 201 et seq.); (ii) the federal anti-fraud statute related to healthcare benefit programs (18 U.S.C. §1347); (iii) the privacy and security of patient-identifying health care information, including, without limitation, the Health Insurance Portability and Accountability Act of 1996; (iv) the research, testing, production, manufacturing, transfer, distribution and sale of drugs and medical devices, including, without limitation, the United States Food Drug and Cosmetic Act (21 U.S.C. §§ 301 et seq.); (v) the hiring of employees or the acquisition of services or supplies from individuals or entities that have been excluded from government health care programs; and (vi) Governmental Authorizations required to be held by individuals and entities involved in the manufacture and delivery of health care items and services; and with respect to the foregoing, all regulations promulgated thereunder, and equivalent applicable laws of other applicable Governmental Authorities, and each of clauses (i) through (vi) as may be amended from time to time. For the avoidance of doubt, Health Care Laws shall not include Environmental Laws.
(b)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Authority with jurisdiction over regulatory matters primarily relating to patient healthcare.
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(c)	(i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party meets all of the applicable requirements of participation in, and payment of, Medicare, Medicaid, TRICARE, any other state, federal or foreign government health care programs, and any other public or private third party payor programs (collectively, “Third Party Payor Programs”) that the Loan Party, as applicable, participates in or receives payment from. (ii) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party is or since the Closing Date has been excluded from participation in any Third Party Payor Programs, and there is no audit, claim review, or other action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to result in the exclusion of any Loan Party from any Third Party Payor Program and no Loan Party has received notice of any such audit, claim review or other action. (iii) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no audit, claim review, or other action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to result in the imposition of penalties upon any Loan Party from or with respect to any Third Party Payor Program, and no Loan Party has received notice of any such audit, claim review or other action. (iv) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) since
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the Closing Date, all reports, documents, claims, and notices required to be filed, maintained or furnished to any Governmental Authority by any Loan Party under any Third Party Payor Programs have been so filed, maintained or furnished and (B) all such reports, documents, claims and notices were complete and correct on the date filed (or were corrected or supplemented by a subsequent filing).

(d)	No Loan Party, or its officers or employees, or to its knowledge, all agents acting on its behalf, has been convicted of any crime that falls within the scope of 42 U.S.C. 1320a-7(a) or, to the Loan Party’s knowledge, engaged in any conduct, that could result in a material debarment or exclusion under 21 U.S.C. § 335a or any similar state or foreign law, rule or regulation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the date hereof, no claims, actions, proceedings or investigations that would reasonably be expected to result in such a material debarment or exclusion are, to the Loan Party’s knowledge, pending or threatened against any Loan Party or its officers or employees, or all agents acting on its behalf.
(e)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Loan Party possesses and is operating in compliance with Governmental Authorizations issued by, and have made all declarations and filings with, the appropriate Governmental Authorities reasonably necessary to conduct its business, including without limitation all those that may be required by the United States Food and Drug Administration (“FDA”) or any other Governmental Authority engaged in the regulation of pharmaceuticals, medical devices, biologics, cosmetics or biohazardous materials (“Regulatory Permits”); (ii) all such Regulatory Permits are valid and in full force and effect; (iii) all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Regulatory Permit, when submitted to the Governmental Authority were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the Governmental Authority; and (iv) there is no Governmental Authority action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to limit, revoke, suspend or materially modify any Regulatory Permit.
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(f)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Closing Date, no Loan Party has received from the FDA or any other Governmental Authority any inspection reports, notices of adverse findings, warning or untitled letters, or other correspondence concerning any drugs, biologics or medical devices manufactured or sold by or on behalf of a Loan Party (“Loan Party Products”) in which any Governmental Authority alleges or asserts a failure to comply with applicable Health Care Laws, or that such products may not be safe, effective or approvable.
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(g)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Closing Date, no Loan Party has had any product or manufacturing site (whether owned by the Loan Party or that of a contract manufacturer for Loan Party Products) subject to a Governmental Authority (including FDA) shutdown or import or export prohibition.
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(h)	Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since the Closing Date, no Loan Party has had (i) any recalls, field notifications, field corrections, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating
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to an alleged lack of safety, efficacy, or regulatory compliance of the Loan Party Products issued by the Loan Parties (“Safety Notices”) or (ii) to the Loan Parties’ knowledge, any material complaints with respect to the Loan Party Products that are currently unresolved. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Loan Parties’ knowledge, there are no facts that would be reasonably likely to result in (A) a Safety Notice with respect to the Loan Party Products; or (B) a termination or suspension of marketing or testing of any of the Loan Party Products.

Section 5.21	Subsidiaries. The Parent and its Restricted Subsidiaries do not have any Subsidiaries other than the Subsidiaries listed on Schedule 5.21. Schedule 5.21 describes the direct and indirect ownership interests of the Parent or a Restricted Subsidiary, as applicable, in each such Subsidiary.
Section 5.22	Centre of Main Interests and Establishments. Each Loan Party whose jurisdiction of incorporation is in a member state of the European Union has its “centre of main interest” (as that term is used in Article 3(l) of The Council of the European Union Regulation No. 2015/848 of May 20, 2015 on Insolvency Proceedings, as amended from time to time (the “Regulation”)) in its jurisdiction of incorporation at the location of its registered office and has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.
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Section 5.23	EEA Financial Institutions. No Loan Party is an EEA Financial Institution.
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Section 5.24	Beneficial Ownership Certificate. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
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Section 5.25	Flood Zone Properties. No Mortgage encumbers “improved real property” as defined in the Flood Program that is located in a Flood Zone.
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Section 5.26	Section 110 of the TCA. In respect of the Irish Borrower and each other Loan Party which is or intends to be a “qualifying company” within the meaning of Section 110 of the TCA:
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(a)	it has its office at the place of its registered address in Ireland;
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(b)	it is resident for Tax purposes solely in the jurisdiction of its incorporation and does not have a permanent establishment for Tax purposes through which it carries on a trading activity in any other jurisdiction;
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(c)	it has notified, or will notify within the prescribed time the Revenue Commissioners of Ireland of its intention to qualify under Section 110 of the TCA in the prescribed manner; and
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(d)	on the date that it first acquires “qualifying assets” within the meaning of Section 110 of the TCA, such “qualifying assets” shall have a market value of not less than €10,000,000.
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Article VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Cash Management Obligations, Secured Obligations in respect of Secured Hedge Agreements and contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless such Letter of Credit has been Cash Collateralized or, backstopped in a manner reasonably acceptable to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), then after the Closing Date, Parent and each Borrower shall, and (except in the case of the covenants set forth in Section 6.01, Section 6.02, Section 6.03, Section 6.14 and Section 6.15) shall cause each of their respective Restricted Subsidiaries to:

Section 6.01	Financial Statements.
(a)	Deliver to the Administrative Agent for prompt further distribution to each Lender, within 120 days after the end of each fiscal year, a consolidated balance sheet of Parent and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows for such fiscal year, setting forth in each case, commencing with the fiscal year ended December 31, 2026, in comparative form the figures for the previous fiscal year, all in reasonable detail (together with, a Narrative Report) and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or other independent registered public accounting firm reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” explanatory language (other than solely as a result of (i) the impending maturity of any Indebtedness, (ii) activities, operations, financial results or liabilities of any Unrestricted Subsidiary or (iii) any actual or potential inability to satisfy any financial covenant on a future date or for a future period) or any qualification or exception as to the scope of such audit;
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(b)	Deliver to the Administrative Agent for prompt further distribution to each Lender, within 60 days after the end of each fiscal quarter of each fiscal year of the Parent (other than the last fiscal quarter of each fiscal year), an unaudited consolidated balance sheet of the Parent and its Restricted Subsidiaries as at the end of such fiscal quarter and the related unaudited (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case, commencing with the fiscal quarter ended March 31, 2026, in comparative form, and all in reasonable detail (together with, in all cases, a Narrative Report with respect thereto) and certified by a Responsible Officer of the Borrower Representative as fairly presenting in all material respects the financial condition, results of income or operations and cash flows of Parent and its Restricted Subsidiaries in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes;
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(c)	[reserved]; and
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(d)	At any time that any of the Parent’s Subsidiaries are Unrestricted Subsidiaries and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Material Subsidiary of the Borrowers, deliver to the Administrative Agent with each set of consolidated financial statements
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referred to in Sections 6.01(a) and 6.01(b) a reasonably detailed presentation, either (i) on the face of the financial statements or in the footnotes thereto, (ii) in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) in a Narrative Report or (iv) in any other comparable section, of the financial condition and results of operations of Parent and Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of Parent.

Notwithstanding the foregoing, the obligations in Sections 6.01(a) and (b) may be satisfied with respect to financial information of Parent and its Restricted Subsidiaries by furnishing (I) the applicable financial statements of Parent or, if applicable, any Controlling Entity, or (II) the Parent’s (or any Controlling Entity), as applicable, Form 10-K, 10-Q, 20-F or 6-K, as applicable filed with the SEC; provided that, with respect to clauses (I) and (II), to the extent such information is in lieu of information required to be provided under Section 6.01(a) such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or other independent registered public accounting firm approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” explanatory language (other than solely as a result of (i) the impending maturity of any Indebtedness, (ii) the activities, operations, financial results or liabilities of any Unrestricted Subsidiary or (iii) any actual or potential inability to satisfy any financial covenant on a future date or for a future period) or any qualification or exception as to the scope of such audit. Notwithstanding the foregoing, to the extent that the business activities, properties or liabilities of such Controlling Entity changed in any material respect from the business, activities, properties and liabilities of such Controlling Entity on the Closing Date or include other material activities, properties or liabilities other than those relating to the ownership of Parent and its Subsidiaries, the Required Lenders or the Administrative Agent may, upon written notice to the Borrowers, require that the Loan Parties provide the financial statements and audit opinion described in Section 6.01(a) for Parent (and not for the Controlling Entity) no later than the later to occur of (x) the date on which such financial statements are otherwise required to be delivered pursuant to Section 6.01(a) and (y) the date that is 120 days after receipt of such notice and, for the avoidance of doubt, for all successive fiscal years for which financial statements shall be required to be delivered pursuant to Section 6.01(a).

Documents required to be delivered pursuant to Section 6.01 and 6.02(a) through (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers (or any Controlling Entity) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers’ behalf on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrowers shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrowers shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

The Borrowers hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive Material Non-Public Information and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agrees that it will identify that portion of the Borrower Materials that

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may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided that no Borrower’s failure to comply with this sentence shall not constitute a Default or an Event of Default under this Agreement or the Loan Documents. Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC”; provided, however, that the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrowers notify the Administrative Agent promptly that any such document contains Material Non-Public Information: (1) the Loan Documents, (2) any notification of changes in the terms of the Facilities and (3) all information delivered pursuant to Sections 6.01(a), 6.01(b) and 6.01(c).

Section 6.02	Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:
(a)	no later than ten Business Days after the actual delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower Representative and setting forth the Consolidated Total Net Leverage Ratio as of the most recently ended Test Period;
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(b)	promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Parent or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;
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(c)	[reserved];
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(d)	[reserved];
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(e)	promptly after the furnishing thereof, copies of any material written notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any documentation for Indebtedness of the type permitted to be incurred under Section 7.03(v), in each case, in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of Section 6.01, Section 6.02 or Section 6.03 which sets forth a default or event of default under the documentation for such Indebtedness; and
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(f)	promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or
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any Lender through the Administrative Agent may from time to time reasonably request.

In no event shall the requirements set forth in Section 6.02(e) require Parent or any of its Restricted Subsidiaries to provide any such information (i) which constitutes non-financial trade secrets or nonfinancial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) which is subject to attorney-client or similar privilege or constitutes attorney work-product.

Section 6.03	Notices. Promptly after a Responsible Officer of the Borrower Representative has obtained knowledge thereof, notify the Administrative Agent in writing:
(a)	of the occurrence of any Default or Event of Default;
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(b)	of the occurrence of an ERISA Event which could reasonably be expected to result in a Material Adverse Effect; and
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(c)	of the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority against Parent or any of its Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effect;
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Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower Representative delivered to the Administrative Agent for prompt further distribution to each Lender (x) that such notice is being delivered pursuant to Section 6.03(a), (b), or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto.

Section 6.04	Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of Taxes and similar claims imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent (a) any such Tax is being contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been established in accordance with IFRS or (b) the failure to pay or discharge the same would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.
Section 6.05	Preservation of Existence, Etc.
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(a)	Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except (x) in a transaction permitted by Section 7.04 or Section 7.05 and (y) any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary; and
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(b)	take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business and maintain and operate such business in substantially the manner in which it is presently conducted and operated, except, in the case of this Section 6.05(b) (other than with respect to the Borrowers or Parent), (i) to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to any merger, consolidation, liquidation, dissolution or Disposition permitted by Article VII or clause (a)(y) of this Section 6.05.
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Section 6.06	Health Care Regulatory Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, hold and operate in material compliance with, Regulatory Permits issued by the FDA or other Governmental Authority with jurisdiction over patient healthcare required for the conduct of its business as currently conducted.
Section 6.07	Maintenance of Insurance. Maintain with insurance companies that the Borrowers believe (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance customary for similarly situated Persons engaged in the same or similar businesses as Parent and their Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), the Borrowers shall provide certificates and endorsements evidencing that each such policy of insurance (other than business interruption insurance, director and officer insurance and worker’s compensation insurance), as applicable, (i) names the Administrative Agent as additional insured thereunder or (ii) in the case of each casualty insurance policy, contains a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders, as loss payee thereunder.
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Section 6.08	Compliance with Laws. Comply in all material respects with the requirements of all Laws (including ERISA) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (except with respect to Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws, which are addressed in Section 6.20 below).
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Section 6.09	Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with IFRS and which reflect all material financial transactions and matters involving the assets and business of Parent or a Restricted Subsidiary of Parent, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with general accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).
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Section 6.10	Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that during the continuation of an Event of Default, the Administrative Agent (or any of its respective representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrowers the opportunity to
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participate in any discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of Parent or any of its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Section 6.11	Additional Collateral; Additional Guarantors. At the Borrowers’ expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement, Section 6.18 and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement and the requirement set forth in Section 6.18 continues to be satisfied (subject, in the case of Foreign Subsidiaries, to the Agreed Security Principles), including:
(a)	Upon the formation or acquisition of any new direct or indirect wholly-owned Material Subsidiary (in each case, other than an Excluded Subsidiary and with respect to Foreign Subsidiaries, the Agreed Security Principles) by any Loan Party, to satisfy the requirements in Section 6.18 or the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned Material Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary and with respect to Foreign Subsidiaries, the Agreed Security Principles) or any Subsidiary becoming a wholly-owned Material Subsidiary (in each case, other than an Excluded Subsidiary and with respect to Foreign Subsidiaries, the Agreed Security Principles) or any Material Subsidiary ceasing to be an Excluded Subsidiary:
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(i)	solely to the extent necessary to satisfy the requirements under Section 6.18, within 90 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion:
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(A)	cause each such Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
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(B)	cause each such Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates and instruments representing Collateral that are required to be delivered pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; and
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(C)	take and cause such Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Material Domestic Subsidiary to take whatever action (including the recording of Mortgages, the filing
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of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement;

(ii)	if reasonably requested by the Administrative Agent, within 90 days after such request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;
(iii)	if reasonably requested by the Administrative Agent, within 90 days after such request (or such longer period as the Administrative Agent may agree in writing in its sole discretion), deliver to the Administrative Agent other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i) or (ii), or Section 6.11(b) below; and
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(iv)	shall not permit any existing or new Material Subsidiary or Guarantor to be a CFC unless the Collateral Agent and the Loan Parties shall have entered into a customary collateral allocation mechanism reasonably acceptable to the Administrative Agent and the Borrowers.
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(b)	Not later than 120 days (or such longer period as the Administrative Agent and Required Lenders may agree in writing in their discretion) after (i) the acquisition by any Loan Party of Material Real Property as determined by the Borrowers (acting reasonably and in good faith) or (ii) the formation, designation, or acquisition of any Material Domestic Subsidiary as described in Section 6.11(a) above, and such Material Domestic Subsidiary owns Material Real Property that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which Material Real Property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
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Section 6.12	Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (i) comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its Real Property to comply, with all Environmental Laws and Environmental Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and Real Property; and (iii) in each case to the extent the Loan Parties are required by Environmental Laws or a Governmental Authority, conduct any assessment, investigation, remedial or other corrective action necessary to address Hazardous Materials at any Real Property in
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accordance with Environmental Laws; provided, however, that none of the Loan Parties or any Subsidiary shall be required to undertake any assessment, investigation, remedial or other corrective action required by Environmental Laws or a Governmental Authority to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances as required and in accordance with IFRS.

Section 6.13	Further Assurances; Post-Closing Obligations.
(a)	Promptly upon reasonable written request by the Administrative Agent (i) correct any mutually identified material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, subject, in the case of Foreign Subsidiaries, to the Agreed Security Principles and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement, the Agreed Security Principles and subject in all respects to the limitations therein.
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(b)	Execute and deliver the documents and complete the tasks set forth on Schedule 6.13(b), in each case within the time limits specified therein (or such longer period of time reasonably acceptable to the Administrative Agent). With respect to Collateral constituting Material Real Property, the Borrowers shall cause the Collateral and Guarantee Requirement to be satisfied within 120 days after the Closing Date, or such longer period of time as may be reasonably acceptable to the Administrative Agent.
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(c)	Not permit any existing or new Material Subsidiary or Guarantor to be a CFC unless the Collateral Agent and the Loan Parties shall have entered into a customary collateral allocation mechanism reasonably acceptable to the Administrative Agent and the Borrowers.
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Section 6.14	Designation of Subsidiaries. The Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of Parent (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Incremental Loan, Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v), or Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrowers’ or Parent’s Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a Return on any Investment by any Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by a Borrower at the date of such designation of the Borrower’s or Parent’s Subsidiary’s (as applicable) Investment in such Subsidiary.
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Section 6.15	Maintenance of Ratings. In respect of the Parent, use commercially reasonable efforts to (i) cause the Term Loans to be continuously publicly rated (but not any specific
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rating) by two of S&P, Moody’s and Fitch and (ii) maintain a public corporate rating (but not any specific rating) from two of S&P, Moody’s and Fitch.

Section 6.16	Use of Proceeds. Use the proceeds of the Loans consistent with Section 5.11 and Section 5.17(e) and (f).
Section 6.17	Transactions with Affiliates. The Parent will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than Parent and their Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrowers or such Restricted Subsidiary of Parent as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of each Borrower or such Restricted Subsidiary of Parent in good faith; provided that the foregoing restrictions shall not apply to:
---	---
(a)	the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions;
---	---
(b)	transactions in connection with a Qualified Securitization Facility;
---	---
(c)	Restricted Payments or Investments permitted under Section 7.06 and Section 7.02 (other than with respect to Section 7.02(n)), respectively;
---	---
(d)	[reserved];
---	---
(e)	transactions by Parent and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of Article VII;
---	---
(f)	employment and severance arrangements between Parent and its Restricted Subsidiaries and their respective directors, officers, employees and consultants in the ordinary course of business and transactions pursuant to management equity plans or stock option plans and employee benefit plans and arrangements in the ordinary course of business;
---	---
(g)	(i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Parent and its Restricted Subsidiaries or, if applicable, any Controlling Entity, and (ii) Management Advances;
---	---
(h)	transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect;
---	---
(i)	[reserved];
---	---
(j)	accelerations of earn-out payments owed to members of management or employees of Parent or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to a Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit;
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(k)	the issuance or transfer of Qualified Equity Interests of Parent or a Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of Parent or a Borrower or any of their Subsidiaries or, if applicable, any Controlling Entity;
(l)	transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to Parent and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Parent or Borrowers, or are on terms at least as favorable (as reasonably determined by the Borrowers) as might reasonably have been obtained at such time from an unaffiliated party;
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(m)	(i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the applicable Borrower;
---	---
(n)	the entry into and/or the performance of any obligations of Parent or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice;
---	---
(o)	payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Parent and the Restricted Subsidiaries in such joint venture), non-wholly owned Subsidiaries and Unrestricted Subsidiaries in the ordinary course of business to the extent otherwise permitted under Section 7.02;
---	---
(p)	transactions in which the Parent or a Borrower delivers (or causes to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the relevant Loan Party or Restricted Subsidiary from a financial point of view or on terms that are at least substantially as favorable to the Loan Parties or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate;
---	---
(q)	(i) any contribution or investment by any Permitted Holder in the capital, securities or Indebtedness of any Loan Party or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by the Permitted Holders in connection therewith) and (ii) payments to Affiliates in respect of such instruments, in each case, in accordance with their terms;
---	---
(r)	the entering into of any tax sharing agreement or arrangement to the extent payments under such agreement or arrangement would otherwise be permitted under Section 7.06(h)(iii);
---	---
(s)	[reserved]; and
---	---
(t)	any participation in a public tender or exchange offers for securities or debt instruments issued by Parent or any of its Subsidiaries that is conducted on arms’ length terms and provides for the same price or exchange ratio, as the case may be, to all holders accepting such tender or exchange offer.
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Section 6.18	Guarantor Coverage Test. As of each date of delivery of the Compliance Certificate as required by Section 6.02(a), the Borrowers shall ensure that the aggregate (without duplication) earnings before interest, tax, depreciation and amortization (calculated in accordance with the defined term “Consolidated Adjusted EBITDA” on a Pro Forma Basis) attributable to the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) shall be no less than 60% of the earnings before interest, tax, depreciation and amortization of the Parent and its Subsidiaries (calculated in accordance with the defined term “Consolidated Adjusted EBITDA” on a Pro Forma Basis). For purposes of this Section 6.18, only each Borrower and each other Loan Party which has provided a guarantee in full for all of the Obligations shall be included as Loan Parties.
Section 6.19	MIRE Events. In connection with any amendment to this Agreement pursuant to which any increase, extension or renewal of Loans is contemplated, the Borrowers shall cause to be delivered to the Administrative Agent confirmation from all Lenders that the requisite flood insurance due diligence and flood insurance compliance reasonably requested by the Lenders has been completed.
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Section 6.20	Sanctions, Anti-Corruption, and Anti-Money Laundering Laws.
---	---
(a)	Comply in all respects with applicable Sanctions and Anti-Corruption Laws, and in all material respects with applicable Anti-Money Laundering Laws.
---	---
(b)	Continue to maintain in effect and enforce policies and procedures designed to promote and achieve compliance with applicable Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws.
---	---
(c)	Promptly notify the Lenders in the event that it or any of its directors, officers or employees becomes subject to any action, proceeding, litigation, claim or investigation related to any actual or alleged violation of applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.
---	---
(d)	This Section 6.20 shall not be interpreted or applied in relation to it, any of the Parent, the Borrowers and their respective Subsidiaries and the directors, officers, employees and agents of the Parent or the Borrowers or their respective Subsidiaries, to any member of the Group or to any Secured Party if and to the extent that any obligation under this Section 6.20 would violate or expose such person or any of its directors, officers, agents or employees to any liability under any applicable anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or any of its member states) or the United Kingdom that are applicable to such entity (including EU Regulation (EC) 2271/96 (as amended) and section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in connection with the German Foreign Trade Act (Außenwirtschaftsgesetz - AWG)).
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Article VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligations hereunder (other than Cash Management Obligations, Obligations in respect of Secured Hedge Agreements and contingent obligations as to which no claim has been asserted) or any Letter of Credit remaining outstanding (unless such Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably acceptable to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), then from and after the Closing Date, Parent and the Borrowers shall not and shall not permit any of their Restricted Subsidiaries to, directly or indirectly:

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Section 7.01	Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):
(a)	Liens (i) created pursuant to any Loan Document and (ii) securing Indebtedness or other obligations incurred pursuant to Section 7.03(l) and other Secured Obligations;
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(b)	Liens existing on the Closing Date and, with respect to each such Lien securing Indebtedness in an aggregate principal amount in excess of $50,000,000, listed on Schedule 7.01(b) and any modifications, replacements, renewals, restructurings, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
---	---
(c)	Liens for taxes, assessments or governmental charges (i) that are not overdue for a period of more than any applicable grace period related thereto or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS to the extent required by IFRS or (ii) where the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
---	---
(d)	statutory or common law Liens of landlords, banks (and rights of set-off) including, pledges over bank accounts held with German financial institutions based on their general terms and conditions (AGB Pfandrecht), sub-landlords, carriers, warehousemen, mechanics, materialmen, repairmen, workmen, construction contractors or other similar Liens imposed by law or contract, incurred in the ordinary course of business, so long as, in each case, such Liens secure amounts not overdue for a period of more than 60 days or if more than 60 days overdue, (i) are unfiled and no other action has been taken to enforce such Liens or are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in to the extent required in accordance with IFRS (as determined by the Borrowers in good faith) or (ii) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
---	---
(e)	(i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of governmental insurance or benefits including any security over assets of a German Guarantor the grant of which is statutorily required under German law under or in connection with any social security legislation, pension plans or old-age arrangements and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Parent or any of its Restricted Subsidiaries;
---	---
(f)	pledges or deposits to secure the performance of bids, tenders, trade contracts, utilities, governmental contracts, leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance and return-of-money bonds and other obligations of a similar nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
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(g)	easements, rights-of-way, restrictive covenants, servitudes, rights of tenants, sewers, electric lines, drains, telegraph, telephone and cable lines, gas and oil pipelines, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects and minor survey exceptions, in each case affecting leases or subleases and that do not in the aggregate materially interfere with the ordinary conduct of the business of Parent and its Restricted Subsidiaries, taken as a whole;
(h)	Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(g), (ii) arising out of judgments or awards against Parent or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with IFRS and (iii) notices of lis pendens (or applicable related concept) and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with IFRS;
---	---
(i)	Leases or subleases and terminations thereof, in each case granted to others in the ordinary course of business which (i) do not in the reasonable business judgment of the Borrowers interfere in any material respect with the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 7.05;
---	---
(j)	Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
---	---
(k)	Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including banker’s liens, rights of setoff or similar rights) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions, (iv) liens arising by virtue of statutory, contractual or common law provision related to banker’s liens, rights of set off or similar rights relating to the establishment of depositary relations in the ordinary course with banks not given in connection with the issuance of Indebtedness, and (v) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business or (B) pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any of its Restricted Subsidiaries;
---	---
(l)	(i) Liens on cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted hereunder, to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 in each of clauses (i) and (ii), to the extent any such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
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(m)	Liens (i) in favor of any Loan Party and (ii) in favor of a Restricted Subsidiary that is not a Loan Party on assets of a Restricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness;
(n)	any (i) interest or title of a lessor or sub-lessor under any lease of Real Property not otherwise prohibited by this Agreement (provided Liens permitted by this clause (n)(i) do not extend to or cover any assets other than the assets so leased (except for replacements, additions and accessions to such assets) and any Liens encumbering such lessor’s or sub-lessor’s interest or title), (ii) interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business (including leases constituting Non-Financing Lease Obligations but excluding leases constituting Financing Lease Obligations), (iii) licenses or sublicenses of, or other arrangements involving, IP Rights (including the provision of software) and terminations thereof granted to others in the ordinary course of business which do not interfere in any material respect with the business of Parent and its Restricted Subsidiaries, taken as a whole or would otherwise not reasonably be expected to have a Material Adverse Effect, or (iv) Lien that would otherwise be permitted under Section 7.05(h)(i)-(ii);
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(o)	Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
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(p)	Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
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(q)	assignment of, and sales or Liens on, accounts receivables or rights in respect of any thereof (x) that are delinquent or disputed, (y) for collection or (z) in connection with Dispositions permitted by Section 7.05;
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(r)	Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business;
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(s)	Liens solely on any cash earnest money deposits made by Parent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
---	---
(t)	ground leases in respect of Real Property on which facilities owned or leased by Parent or any of its Restricted Subsidiaries are located;
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(u)	Liens to secure Indebtedness permitted under Section 7.03(e); provided that such Liens do not at any time encumber property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
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(v)	Liens (i) on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness permitted under Section 7.03 of Restricted Subsidiaries that are not Loan Parties and (ii) securing Indebtedness permitted pursuant to Section 7.03(s);
(w)	Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien is does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof and other than after-acquired property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) the Indebtedness secured thereby is permitted to be incurred at such time under Section 7.03(g);
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(x)	(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Parent and its Restricted Subsidiaries, taken as a whole;
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(y)	Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
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(z)	Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
---	---
(aa)	the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(b), (u) and (w); provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
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(bb)	Liens with respect to property or assets of Parent or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $1,092,680,000 and 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined as of the date of incurrence;
---	---
(cc)	Liens on accounts receivable, Securitization Assets and other applicable assets pursuant to factorings, securitizations, receivables financings or similar arrangements incurred in connection with (i) a Qualified Securitization Facility or (ii) any factoring, securitization, receivables financing or similar arrangement to the extent Indebtedness in respect thereof is incurred or permitted to be incurred pursuant to Section 7.03(aa)(ii);
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(dd)	Liens (i) securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and Indebtedness permitted pursuant to Section 7.03(m), (t), (v)(i), (w)(related to (v)(i)), (y), (z), (bb) and (ff), and any Permitted Refinancing of any of the foregoing; provided that, to the extent the Liens are on the Collateral and subject to the Intercreditor Threshold, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an
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Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Borrowers and the Collateral Agent, which results in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior lien basis); provided, further, that in the case of any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement of any Lien secured on a junior lien basis to the Secured Obligations, such new Lien shall be a Lien secured on a junior lien basis to the Secured Obligations and (ii) securing obligations in respect to Indebtedness permitted pursuant to Section 7.03 (b)(z), (g) (limited to such property or assets acquired) and (aa)(iii);

(ee)	deposits of cash with the owner or lessor of premises leased and operated by Parent or any of its Subsidiaries to secure the performance of Parent’s, the applicable Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;
(ff)	Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 7.03;
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(gg)	(i) Liens on property subject to any sale-leaseback transaction or ground rent transaction permitted hereunder and general intangibles related thereto and (ii) Liens securing obligations with respect to Indebtedness permitted pursuant to Section 7.03 (v)(ii) and (w)(related to (v)(ii));
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(hh)	in the case of any non-wholly-owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;
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(ii)	Liens securing Swap Contracts so long as such Swap Contracts do not constitute Secured Hedge Agreements;
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(jj)	Liens (i) consisting of contractual restrictions on cash and Cash Equivalents held by Restricted Subsidiaries that prohibit distributions so long as such contractual restrictions are permitted under Section 7.08, (ii) related to the cash collateralization of letters of credit or similar instruments which are not otherwise prohibited under Section 7.03, and (iii) deemed to exist in connection with Investments in Cash Equivalents of the type described in clause (f) of the definition thereof;
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(kk)	Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Parent or any Restricted Subsidiary in joint ventures;
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(ll)	Liens on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;
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(mm)	Liens on any funds or securities held in escrow accounts established for the purpose of holding proceeds from issuances of debt securities by Parent or any of its Restricted Subsidiaries issued after the Closing Date, together with any additional funds required in order to fund any mandatory redemption or sinking fund payment on such debt securities within 360 days of their issuance; provided that such Liens do not extend to any assets other than such proceeds and such additional funds;
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(nn)	Liens arising by operation of law in favor of vendors of goods securing the payment of the purchase price thereof so long as such Liens do not extend to or cover any assets other than such goods;
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(oo)	Liens securing obligations in respect of the Existing Senior Secured Notes Documents permitted pursuant to Section 7.03(a)(ii) and any Permitted Refinancing thereof; provided that to the extent such Liens are on the Collateral and subject to the Intercreditor Threshold, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Borrowers and the Collateral Agent, which results in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior lien basis);
(pp)	[reserved]; and
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(qq)	any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder and only the assets so leased and any Liens encumbering such lessor’s or sublessor’s interest or title.
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All Liens permitted under this Section 7.01 may be created, incurred, assumed or suffered to exist with respect to the Collateral other than, unless such Liens arise by operation of law or would not materially interfere with the enforcement of the Collateral, with respect to Liens created, incurred, assumed or suffered to exist under Section 7.01(v), (bb) and (gg)(ii).

Section 7.02	Investments. Make or hold any Investments, except:
(a)	Investments by Parent or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made;
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(b)	(i) loans or advances made to, or guarantees with respect to loans or advances made to, officers, directors, employees or consultants of any Loan Party or, if applicable, any Controlling Entity, or any of Parent’s Subsidiaries, or to any management equity plan, stock option plan, any other management or employee benefit, bonus or incentive plan or any trust, partnership or other entity of, established for the benefit of, or the beneficial owner of which (directly or indirectly) is the officers, directors, employees or consultants of any Loan Party or, if applicable, any Controlling Entity, or any of Parent’s Subsidiaries (A) for reasonable and customary business related travel, entertainment, relocation (including as it relates to expenses incurred with any closing or consolidation of a facility of office) and analogous or related ordinary business purposes, (B) in connection with such Person’s purchase (or the purchase by any management equity plan) of Equity Interests or subordinated shareholder funding (or similar obligations) of Parent or any Controlling Entity or to permit the payment of taxes with respect thereto; and (C) for any other purposes not described in the foregoing clauses (A) and (B) (the provisions of sub-clauses (A)-(C), collectively, “Management Advances”); provided that the aggregate principal amount outstanding at any time under this clause (C) shall not exceed the greater of $100,000,000 and 6.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period determined on a Pro Forma basis in accordance with Section 1.09 and (ii) Investments representing amounts held for employees of Parent and the Subsidiaries under employee benefit plans or related trusts;
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(c)	Investments (i) by Parent, any Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party;
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(d)	Investments consisting of (i) extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of
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business, (ii) deposits, prepayments and other credits to suppliers in the ordinary course of business or consistent with past practices of the Group; and (iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e)	Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Section 7.01, Section 7.03 (other than 7.03 (d)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.11, respectively;
(f)	Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and with respect to each such Investment in an amount in excess of $100,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof; (ii) existing on the Closing Date by Parent or any Restricted Subsidiary in Parent or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof and (iii) made by a Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into Parent or any Borrower or merged, amalgamated or consolidated with a Subsidiary in each case in accordance with Section 7.04 in each case outstanding at the time of, and not made in contemplation of, such acquisition, merger, amalgamation or consolidation;
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(g)	Investments in Swap Contracts not for speculative purposes;
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(h)	promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;
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(i)	(x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”);
---	---
(j)	Investments constituting a part of the Transactions;
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(k)	Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;
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(l)	Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(m)	to the extent applicable, loans and advances to any Controlling Entity not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such Controlling Entity in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06 including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment;
---	---
(n)	Investments in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $1,092,680,000 and 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n);
---	---
(o)	Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any writedowns or write-offs thereof) at any time not to exceed the greater of $764,876,000 and 35.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit;
---	---
(p)	advances of payroll payments to employees in the ordinary course of business;
---	---
(q)	(i) Investments made in the ordinary course of business in connection with (a) obtaining, maintaining or renewing client contracts, the sale or lease of goods or the performance of services and (b) loans or advances made to distributors and suppliers, in each case in the ordinary course of business, and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Parent or Equity Interests of Parent or, if applicable, any Controlling Entity;
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(r)	Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into Parent, any Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation;
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(s)	(i) Capital Expenditures and (ii) Investments in respect of promissory notes and other non-cash consideration received in connection with Dispositions permitted under Section 7.05;
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(t)	Investments in a Person or Persons engaged in a Similar Business in an aggregate amount pursuant to this Section 7.02(t) (valued at the time of the making thereof, and
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without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (t) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(t);

(u)	Investments in deposit accounts, securities accounts and commodities accounts maintained by Parent or any of its Restricted Subsidiaries;
(v)	Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral;
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(w)	Investments using (i) the Cumulative Credit at such time so long as, no Event of Default under Section 8.01(a) or Section 8.01(f) exists or would result from the making of such Investment and the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) would be no less than 2.00 to 1.00 after giving effect to such Investment and (ii) the Available Excluded Contribution Amount;
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(x)	Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrowers are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith;
---	---
(y)	so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 4.25:1.00;
---	---
(z)	Investments consisting of promissory notes issued to Parent, any Borrower or any Restricted Subsidiary by future, present or former employees, directors, officers, managers or consultants of Parent, any Borrower or any of their Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Parent, any Borrower or any Controlling Entity, to the extent the applicable Restricted Payment is permitted by Section 7.06;
---	---
(aa)	Investments in an Unrestricted Subsidiary in an aggregate amount pursuant to this Section 7.02(aa) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $109,268,000 and 5.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (aa) in any Unrestricted Subsidiary at the time of redesignation as a Restricted
---	---

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Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(aa); and

(bb)	Investments in the Shanghai RAAS Equity Interests.

Notwithstanding the foregoing, any Investment consisting of (x) the transfer of any Material Intellectual Property by the Parent or any of the Restricted Subsidiaries to an Unrestricted Subsidiary (other than (i) as part of or in connection with any lease, license or other similar or equivalent arrangement entered into for bona fide commercial reasons or (ii) non-exclusive licenses granted in the ordinary course of business) or (y) the transfer or acquisition of (i) any Equity Interest of Grifols Shared Services North America Inc. or (ii) material assets of Grifols Shared Services North America Inc. or any of its Subsidiaries (measured in the aggregate) to an entity which is not a Loan Party (or which shall not promptly become a Loan Party) shall not be permitted under this Section 7.02.

Section 7.03	Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a)	Indebtedness of any Loan Party (i) under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.14 or 2.15), (ii) the Existing Senior Secured Notes Documents in an aggregate principal amount under this clause (ii) not to exceed €1,300,000,000 in respect of the 7.125% Senior Secured Notes and €1,300,000,000 in respect of the 7.500% Senior Secured Notes, and (iii) the Existing Senior Unsecured Notes Documents in an aggregate principal amount under this clause (iii) not to exceed an equivalent amount to $705,000,000 in respect of the 4.750% Senior Unsecured Notes and €1,400,000,000 in respect of the 3.875% Senior Unsecured Notes, and in the case of each of sub-clauses (i)-(iii) or any portion thereof, any Permitted Refinancing thereof;
---	---
(b)	(x) Indebtedness outstanding on the Closing Date and, with respect any such Indebtedness in an aggregate principal amount in excess of $50,000,000, listed on Schedule 7.03(b) and any Permitted Refinancing thereof, (y) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing thereof; provided that any such intercompany Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations and (z) Indebtedness consisting of “parallel debt” obligations under any intercreditor agreement or security document related to Indebtedness incurred under the Loan Documents that is not otherwise prohibited by this Agreement;
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(c)	Guarantees by Parent, any Borrower and any Restricted Subsidiary in respect of Indebtedness of Parent, any Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the applicable Borrower) to the Lenders as those contained in the subordination of such Indebtedness;
---	---
(d)	Indebtedness of Parent, any Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party);
---	---
(e)	(i) Attributable Indebtedness and other Indebtedness (including Financing Lease Obligations) financing an acquisition, construction, repair, replacement, lease or improvement of property, plant or equipment or other assets incurred by Parent, the
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Borrowers or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvements of the applicable asset in an aggregate amount at any time outstanding not to exceed the greater of $764,876,000 and 35.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence, and (ii) Attributable Indebtedness arising out of sale-leaseback transactions or ground rent transactions and any Permitted Refinancing of such Attributable Indebtedness;

(f)	Indebtedness in respect of Swap Contracts designed to hedge against the Parent’s, any Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks not for speculative purposes and Guarantees thereof;
(g)	Indebtedness of Parent, any Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other Investment not prohibited hereunder; provided that (i) such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other Investment or any Permitted Refinancing thereof and (ii) after giving Pro Forma Effect to such Permitted Acquisition or other Investment and the incurrence of such Indebtedness, the Consolidated Interest Coverage Ratio is (x) not less than 2.00:1.00 or (y) not less than the Consolidated Interest Coverage Ratio immediately prior to such Permitted Acquisition or other Investment, in each case determined at the time of such assumption, on a Pro Forma Basis in accordance with Section 1.09; provided that the aggregate principal amount at any time outstanding of such Indebtedness of Restricted Subsidiaries that are non-Loan Parties incurred and outstanding pursuant to this Section 7.03(g) together with the aggregate amount of Indebtedness incurred by non-Loan Parties and outstanding under Section 7.03(m), Section 7.03(v) and Section 7.03(z) shall not exceed the greater of (x) $1,092,680,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of such incurrence;
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(h)	Indebtedness representing deferred compensation to current, future or former officers, managers, consultants, directors and employees of Parent, any Borrower or any of their Restricted Subsidiaries or, if applicable, any Controlling Entity, incurred in the ordinary course of business;
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(i)	Indebtedness consisting of promissory notes issued by Parent, any Borrower, or any Restricted Subsidiaries to future, current or former officers, managers, consultants, directors and employees, their respective estates, executors, administrators, heirs, family members, legatees, distributes, spouses, domestic partners, former domestic partners or former spouses to finance the purchase or redemption of Equity Interests of Parent, the Borrower or any Controlling Entity permitted by Section 7.06;
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(j)	Indebtedness incurred by Parent, the Borrower or any Restricted Subsidiaries in a Permitted Acquisition, any other Investment permitted hereunder, merger or any Disposition permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;
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(k)	Indebtedness consisting of obligations of Parent, the Borrower or any of their Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder;
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(l)	Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
(m)	Indebtedness in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $1,092,680,000 and 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), provided that the aggregate principal amount at any time outstanding of such Indebtedness of Restricted Subsidiaries that are non-Loan Parties incurred and outstanding pursuant to this Section 7.03(m) together with the aggregate amount of Indebtedness incurred by non-Loan Parties and outstanding under Section 7.03(g), Section 7.03(v) and Section 7.03(z) shall not exceed the greater of (x) $1,092,680,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence;
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(n)	Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;
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(o)	(i) Indebtedness incurred by Parent, any Borrower or any Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (ii) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that such obligations and liabilities are not required to be funded under applicable law and (iii) Indebtedness of Parent, any Borrower or any Restricted Subsidiaries as an account party in respect of letters of credit, bank guarantees or similar instruments or other guarantee obligations in favor of suppliers, customers, franchisees, lessors, licensees, sublicensees, distribution partners or other creditors issued in the ordinary course of business or consistent with past practice;
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(p)	obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Parent, any Borrower or any Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;
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(q)	letters of credit issued in an aggregate amount at any time outstanding not to exceed $55,000,000;
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(r)	Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;
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(s)	Indebtedness (i) incurred by a Restricted Subsidiary that is a non-Loan Party which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(s)(i) does not exceed the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period
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(determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence, and (ii) consisting of local lines of credit, bilateral facilities, overdraft facilities or working capital facilities which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(s)(ii) does not exceed the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of incurrence;

(t)	Credit Agreement Refinancing Indebtedness;
(u)	Indebtedness incurred to finance Management Advances;
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(v)	Indebtedness of Parent, any Borrower or any Restricted Subsidiaries that complies with the Applicable Requirements and, if incurred pursuant to clause (i) (to the extent secured by Liens on the Collateral that are junior to the Liens securing the Obligations) or (ii) below the Permitted Other Debt Conditions, subject to Section 1.08, so long as no Event of Default is continuing or would result from the incurrence of such Indebtedness; provided that:
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(i)	if such Indebtedness is secured by a Lien on the Collateral on a pari passu basis or junior basis in right of security with the Obligations, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence either (A) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 4.50:1.00 or (B) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment;
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(ii)	if such Indebtedness is not secured by a Lien on the Collateral, the aggregate principal amount of such Indebtedness shall not exceed an amount so long as on and as of the date of such incurrence either (A) the Consolidated Interest Coverage Ratio is no less than 2.00 to 1.00 or (B) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment,
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provided that if such Indebtedness is pari passu in right of payment and with respect to security with the Initial Term Loans, and such Indebtedness is in the form of term loans (other than customary bridge loans or term loan A facilities as determined by the Borrowers in good faith), the Initial Term Loans shall be subject to the “most favored nation” pricing adjustment (if applicable) set forth in the proviso to Section 2.14(e)(iii) as if such Indebtedness were an Incremental Term Loan incurred under Section 2.14; provided further that the aggregate principal amount at any time outstanding of such Indebtedness of Restricted Subsidiaries that are non-Loan Parties incurred and outstanding pursuant to this Section 7.03(v) together with the aggregate amount of Indebtedness incurred by non-Loan Parties and outstanding under Section 7.03(g), Section 7.03(m) and Section 7.03(z) shall not exceed the greater of (x) $1,092,680,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of such incurrence.

For purposes of the calculations in this Section 7.03(v), (A) with respect to any Revolving Credit Commitments and any commitments under any revolving credit facility

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simultaneously established under this Section 7.03(v), a borrowing of the maximum amount of Loans available thereunder shall be assumed and (B) to the extent the proceeds of any Indebtedness incurred under this Section 7.03(v) are used to repay Indebtedness, Pro Forma Effect shall be given to such repayment of Indebtedness; provided that the calculations in this Section 7.03(v) shall exclude cash proceeds of any borrowing of such Indebtedness incurred under this Section 7.03(v) not applied promptly for the specified transaction in connection with the incurrence upon receipt thereof.

(w)	Any Permitted Refinancings of Indebtedness incurred pursuant to Section 7.03(v):
(x)	all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in Section 7.03(a) through (w);
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(y)	Indebtedness and Disqualified Equity Interests of Parent, any Borrower or any Restricted Subsidiary in an aggregate principal amount up to 100% of the net cash proceeds received by Parent since immediately after the Closing Date from the issue or sale of Equity Interests of Parent or cash contributed to the capital of Parent (in each case, other than the Cure Amount, any Available Excluded Contribution Amount, or sales of Equity Interests to Parent, any Borrower or any Subsidiaries) as determined in accordance with clauses (c) and (d) of the definition of “Cumulative Credit” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses after the closing date and prior to the time of such incurrence to incur Indebtedness pursuant to Section 7.03(bb), make Restricted Payments pursuant to Section 7.06(m), to make Investments pursuant to Section 7.02(w) or to make payments or distributions in respect of Junior Financings pursuant to Section 7.11(a)(2);
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(z)	Indebtedness of Parent, any Borrower, any Subsidiary Guarantor or any other Restricted Subsidiary issued in lieu of Incremental Term Loans or Incremental Revolving Loan Commitments (and subject to clauses (i) and (v) of Section 2.14(d), the Applicable Requirements and, if secured by liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations or is not secured by a Lien on the Collateral, the Permitted Other Debt Conditions) consisting of one or more series of (i) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured by Liens on the Collateral, may be secured either by Liens that are pari passu with the Liens on the Collateral securing the Secured Obligations or by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations), or (ii) secured or unsecured loans (which loans, if secured by Liens on the Collateral, must be secured either by Liens that are pari passu with the Liens on the Collateral securing the Secured Obligations or by Liens having a junior priority relative to the Liens on the Collateral securing the Secured Obligations) (the “Incremental Equivalent Debt”); provided that if such Incremental Equivalent Debt (other than any such Incremental Equivalent Debt that is revolving in nature) is pari passu in right of payment and with respect to security with the Initial Term Loans and such Incremental Equivalent Debt is in the form of term loans (other than customary bridge loans or term loan A facilities as determined by the Borrowers in good faith), the Initial Term Loans shall be subject to the “most favored nation” pricing adjustment (if applicable) set forth in the proviso to Section 2.14(e)(iii) as if such Incremental Equivalent Debt were an Incremental Term Loan incurred under Section 2.14; provided further, that the aggregate principal amount at any time outstanding of such Indebtedness of Restricted Subsidiaries that are non-Loan Parties incurred and outstanding pursuant to this Section 7.03(z) together with the aggregate amount of Indebtedness incurred by non-Loan Parties and outstanding under Section 7.03(g),
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Section 7.03(m) and Section 7.03(v) shall not exceed the greater of (x) $1,092,680,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined at the time of such incurrence;

(aa)	Indebtedness pursuant to factorings, securitizations, receivables financings or similar arrangements which are (i) of Securitization Subsidiaries in respect of Qualified Securitization Facilities, (ii) outstanding or available for incurrence as of the Closing Date; or (iii) when aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(aa)(iii) does not exceed the greater of $546,340,000 and 25.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), determined at the time of incurrence;
(bb)	Indebtedness using the Cumulative Credit at such time;
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(cc)	to the extent the L/C Issuer as of the Closing Date has resigned (and there is no additional or replacement L/C Issuer under this Agreement), additional Indebtedness in an aggregate principal amount or face amount equal to the amount of Letters of Credit no longer available to the Loan Parties as a result of such resignation, and in any event, at any time outstanding not to exceed $100,000,000 in respect of letters of credit, bank guaranties, surety bonds, performance bonds and similar instruments issued for general corporate purposes minus the amount of outstanding Letters of Credit hereunder;
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(dd)	Indebtedness of the Parent or any of its Subsidiaries owed to the employees of the Parent or any of its Subsidiaries or non-employees, in either case, who are individuals, in the ordinary course of business, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(dd) does not exceed the greater of $500,000,000 and 23.00% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), determined at the time of incurrence;
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(ee)	Indebtedness in respect of the Biomat Class B Equity Interests;
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(ff)	Indebtedness owed to the European Investment Bank or other multilateral, state, quasi-state or economic development institution in an aggregate principal at any time outstanding not to exceed the greater of $500,000,000 and 23.00% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) and any Permitted Refinancing thereof; and
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(gg)	(i) any Guarantee or joint and several liability (whether by declaration or otherwise) provided under or for the purpose of any fiscal or tax unity for corporate income tax or VAT between members of the Group or any other guarantee granted or arising under legislation related to tax or corporate law pursuant to which a member of the Group assumes general liability for the obligations of any other member of the Group incorporated or tax resident in the same jurisdiction, (ii) Indebtedness arising in connection with tax, deferral arrangements, tax exemptions, development opportunities, tenders, fulfilment of contractual commitments and/or other incentives or exemptions in the ordinary course of business or in connection with the business of the Group or consistent with past practice and (iii) Indebtedness arising under any ground rent in respect of Real Property in the ordinary course of business.
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For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing.

For purposes of determining compliance with this Section 7.03 in the event that any item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Indebtedness specified herein, the Borrowers may, in their sole discretion, divide and classify (and may later re-divide, classify and reclassify) (including as between the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount) such Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above categories, provided that, for the avoidance of doubt, no amounts incurred under the Initial Term Loans or amounts drawn as of the Closing Date under the Revolving Credit Facility may be reclassified hereunder.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Parent dated such date prepared in accordance with IFRS.

Section 7.04	Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:
(a)	any Restricted Subsidiary may merge, amalgamate or consolidate with (A) any Borrower; provided that such Borrower shall be the continuing or surviving Person, (B) Parent; provided that Parent shall be the continuing or surviving Person or (C) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;
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(b)	(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party, (ii) any Subsidiary may liquidate or dissolve so long as any related Disposition is permitted by Section 7.05 and (iii) any Restricted Subsidiary may change its legal form if, with respect to clauses (ii) and (iii), the applicable Borrower determines in good faith that such action is in the best interest of Parent and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
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(c)	any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Parent, any Borrower or to another Restricted
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Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in, or Indebtedness of, a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.02 and Section 7.03, respectively;

(d)	so long as no Event of Default has occurred and is continuing or would result therefrom, any Borrower may merge or consolidate with any other Person; provided that (i) the relevant Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the “Successor Company”), (A) (i) in respect of any such merger or consolidation affecting the U.S. Borrower, the Successor Company shall be an entity organized or existing under the Laws of the United States of America, any state of the United States or the District of Columbia and (ii) in respect of any such merger or consolidation affecting the Irish Borrower, the Successor Company shall be an entity organized or existing under the Laws of any member state of the European Union, or the United States of America, any state of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland, (B) the Successor Company shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the U.S. Pledge and Security Agreement and other applicable Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the applicable Borrower shall have delivered to the Administrative Agent an officer’s certificate, stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the applicable Borrower under this Agreement; provided, further, that such Borrower agrees to provide any documentation and other information about the Successor Company as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including Title III of the USA Patriot Act and the Beneficial Ownership Regulation;
(e)	any Restricted Subsidiary other than a Borrower may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary of Parent, which together with each of their Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 and Section 6.13 to the extent required pursuant to the Collateral and Guarantee Requirement; provided, further, that, subject to Section 1.08, in the case of any such merger or consolidation involving a Loan Party, no Event of Default has occurred and is continuing or would result therefrom;
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(f)	so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which
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is to effect a Disposition permitted pursuant to Section 7.05 or a Restricted Payment permitted pursuant to Section 7.06; and

(g)	so long as no Event of Default has occurred and is continuing or would result therefrom, the Parent may merge or consolidate with any other Person other than a Borrower; provided that (i) the Parent shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent (any such Person, the “Successor Parent”), (A) the Successor Parent shall be an entity organized or existing under the Laws of any member state of the European Union, or the United States of America, any state of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland, (B) the Successor Parent shall expressly assume all the obligations of the Parent under this Agreement and the other Loan Documents to which the Parent is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) the Parent shall have delivered to the Administrative Agent an officer’s certificate, stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent will succeed to, and be substituted for, the Parent under this Agreement; provided, further, that the Parent agrees to provide any documentation and other information about the Successor Parent as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including Title III of the USA Patriot Act and the Beneficial Ownership Regulation.
Section 7.05	Dispositions. Make any Disposition, except:
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(a)	Dispositions of obsolete, worn out, used or surplus property, whether now owned or hereafter acquired and Dispositions of property no longer used or useful in the conduct of the business of Parent, any Borrower or any of their Restricted Subsidiaries;
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(b)	Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (other than the lapse or abandonment of IP Rights, which is governed by clause (r) of this Section 7.05) including but not limited Dispositions in connection with a voluntary or mandatory recall of any product and any disposition by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;
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(c)	Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property;
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(d)	Dispositions of (i) property to Parent, any Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (a) the transferee thereof must be a Loan Party or (b) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02 (other than Section 7.02(e)) and (ii) property used or useful in a Similar Business to Parent, a Borrower or a Restricted Subsidiary in the ordinary course of business or consistent with past practice;
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(e)	to the extent constituting Dispositions, transactions permitted by (i) Section 7.01 (other than (7.01(i), (l)(ii) or (q), (ii) Section 7.02 (other than 7.02(e) or (m)), (iii) Section 7.04 (other than 7.04(f)) and (iv) Section 7.06 (other than 7.06(d));
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(f)	dispositions or discounts of accounts receivable in connection with the collection, compromise or settlement thereof or in bankruptcy or similar proceedings;;
(g)	Dispositions of cash and Cash Equivalents;
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(h)	(i) leases, subleases, non-exclusive licenses or sublicenses (including the provision of software under an open source license or the licensing of other IP Rights) and terminations thereof, in each case in the ordinary course of business and which do not, in the reasonable business judgment of the Borrowers, materially interfere with the business of Parent, the Borrowers and their Restricted Subsidiaries (taken as a whole) or otherwise could not be reasonably expected to have a Material Adverse Effect, (ii) Dispositions of IP Rights, and inbound and outbound licenses to IP Rights, in each case in the ordinary course of business and that, in the reasonable business judgment of the Borrowers, do not interfere in any material respect with the business of Parent, the Borrowers and their Restricted Subsidiaries (taken as a whole) or otherwise could not be reasonably expected to have a Material Adverse Effect, or (iii) as would otherwise be permitted under Section 7.01(n)(i)-(iii);
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(i)	transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event;
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(j)	Dispositions of property (including sale-leaseback transactions and ground rent transactions); provided that (i) at the time of such Disposition or, if earlier, as of the date of a definitive agreement with respect to such Disposition, no Event of Default under Section 8.01(a) or Section 8.01(f) with respect to any Borrower or Parent shall have occurred and been continuing or would result from such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no such Event of Default exists), (ii) with respect to any Disposition pursuant to this Section 7.05(j) for a purchase price in an aggregate amount in excess of the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA individually for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) individually, Parent, any Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Permitted Liens); provided, however, that for the purposes of this clause (ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or in the footnotes thereto) of Parent, any Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Parent, the Borrowers and all of their Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Parent, the applicable Borrower or the applicable Restricted Subsidiary from such transferee that are converted by Parent, the applicable Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (C) aggregate non-cash consideration received by Parent, the applicable Borrower or the applicable Restricted Subsidiary having a fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $437,072,000 and 20.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) at any time; and (iii) such Disposition is for fair market value as reasonably determined by the applicable Borrower in good faith;
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(k)	Dispositions of non-core assets in connection with Permitted Acquisitions or other Investments;
(l)	(i) Dispositions of Securitization Assets, (ii) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and (iii) receivables and related assets, or any disposition of the Equity Interests in a Subsidiary, all or substantially all of the assets of which are receivables and related assets, pursuant to a financing incurred under Section 7.03(aa);
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(m)	any Disposition pursuant to a financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by Parent, any Borrower or any Restricted Subsidiary after the Closing Date, including sale and leaseback transactions, ground rent transactions and asset securitizations, that are otherwise permitted by this Agreement;
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(n)	any swap of assets in exchange for services or other assets of comparable or greater value or usefulness to the business of Parent, the Borrowers and their Subsidiaries as a whole, as determined in good faith by the management of the applicable Borrower, provided that assets received by Parent or a Restricted Subsidiary in exchange for assets transferred by Parent or a Restricted Subsidiary shall not be deemed to be assets for purposes of this sub-clause (n) if they consist of securities of a Person, unless following receipt of the securities of such Person, such Person would become a Restricted Subsidiary;
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(o)	any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind;
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(p)	Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
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(q)	the unwinding or settling of any Swap Contract;
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(r)	the (i) lapse or abandonment of any registrations or applications for registration of any IP Rights that, in the reasonable business judgment of the applicable Borrower, does not interfere in any material respect with the business of Parent, the Borrowers and their Restricted Subsidiaries (taken as a whole) or (ii) expiration of patents or copyrights in accordance with applicable statutory terms for which extension or renewal is not possible;
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(s)	other Dispositions in an aggregate amount of not more than the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09);
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(t)	dispositions required to be made to comply with the order of any Governmental Authority, including antitrust authorities, or applicable law or otherwise necessary or advisable for the purpose of complying with the expected order of any Governmental Authority, including antitrust authorities, or applicable law, in each case, in the good faith determination of the Borrowers; and
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(u)	foreclosure, condemnation, taking by eminent domain or any similar action with respect to any property or other assets.
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To the extent any Collateral is sold or transferred as permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect or evidence the foregoing.

Notwithstanding the foregoing, any Disposition of (i) any Equity Interest of Grifols Shared Services North America Inc. or (ii) material assets of Grifols Shared Services North America Inc. or any of its Subsidiaries (measured in the aggregate) to an entity which is not a Loan Party (or which shall not promptly become a Loan Party) shall not be permitted under this Section 7.05.

Section 7.06	Restricted Payments. Make, directly or indirectly, any Restricted Payment, except:
(a)	each Restricted Subsidiary of Parent may make Restricted Payments to Parent and other Restricted Subsidiaries of Parent (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to Parent and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);
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(b)	Parent and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person (and, in the case of such a Restricted Payment by a non-wholly owned Restricted Subsidiary, Parent, any Borrower and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);
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(c)	Restricted Payments made (i) in respect of earn-outs, working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other permitted Investments and (ii) in order to satisfy indemnity and other similar obligations in respect of any Permitted Acquisitions;
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(d)	to the extent constituting Restricted Payments, Parent or the Borrowers (or any Controlling Entity) and their Restricted Subsidiaries may enter into and consummate transactions permitted by, and make any distributions pursuant to, any provision of Section 7.02 (other than 7.02(e) and 7.02(m)), 7.04 (other than 7.04(f)) or 7.05 (other than 7.05(e)(iv) and 7.05(g));
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(e)	redemptions, retirements, repurchases and other acquisitions of Equity Interests in Parent, the Borrowers, any Controlling Entity deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights;
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(f)	Parent, each Borrower and each Restricted Subsidiary may (i) pay (or make Restricted Payments to allow Parent or the Borrowers or, if applicable, any Controlling Entity, to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of Parent or the Borrowers or, if applicable, any Controlling Entity) held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, domestic partners, former domestic partners, successors, executors, administrators, heirs, family members, legatees or distributees of any of the foregoing) of such Restricted Subsidiary (or Parent or the Borrowers or, if applicable, any direct or indirect parent thereof) or any of its Subsidiaries or (ii) make Restricted Payments in the form of distributions to allow Parent or the Borrowers or, if applicable, any Controlling Entity, to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses,
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domestic partners, former domestic partners, successors, executors, administrators, heirs, family members, legatees or distributees of any of the foregoing) of Parent, the Borrowers or such Restricted Subsidiary or, if applicable, any Controlling Entity, in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests held by such Persons, in each case, upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of Parent, the Borrowers or such Restricted Subsidiary (or Parent or, if applicable, any Controlling Entity) or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this Section 7.06(f) shall not exceed the greater of $218,536,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09) in any calendar year; provided, further, that such amount in any calendar year may further be increased by an amount not to exceed the cash proceeds from the sale of Equity Interests of Parent, the Borrowers and the Restricted Subsidiaries to employees, officers, directors, managers or consultants received by Parent, the Borrowers or their Restricted Subsidiaries after the Closing Date to the extent such cash proceeds have not otherwise been applied as a Cure Amount, any Available Excluded Contribution Amount, to incur Indebtedness, make Restricted Payments, make Investments or to make payments or distributions in respect of Junior Financings and Net Proceeds of key man life insurance policies received by Parent, the Borrowers or their Restricted Subsidiaries after the Closing Date less the amount of Restricted Payments previously made with the cash proceeds of such key man life insurance policies; provided, further, that cancellation of Indebtedness owing to Parent or the Borrowers from members of management of (i) Parent or the Borrowers, (ii) any Controlling Entities s or (iii) any of Parent’ Restricted Subsidiaries, in each case in connection with the repurchase of Equity Interests of any Controlling Entities will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement to the extent such Indebtedness was incurred to finance the purchase of such Equity Interests by such members of management and the cash proceeds of such Indebtedness were paid to a Loan Party;

(g)	Parent and the Borrowers may make Restricted Payments in an aggregate amount not to exceed the greater of $1,092,680,000 and 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09); provided that no Event of Default under Section 8.01(a) or Section 8.01(f) has occurred and is continuing or would result therefrom;
(h)	to the extent applicable, Parent and the Borrowers may make Restricted Payments to any Controlling Entity:
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(i)	to pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), incurred in the ordinary course of business and attributable to the ownership or operations of the Parent, Borrowers and their Restricted Subsidiaries, Transaction Expenses and any indemnification claims made by directors or officers of such Controlling Entity in each case attributable to the ownership or operations of Parent, the Borrowers and their Restricted Subsidiaries;
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(ii)	the proceeds of which shall be used to pay (or make Restricted Payments to allow any Controlling Entity to pay) franchise taxes and other similar fees, taxes and expenses, in each case, required to maintain its (or any of Controlling Entities) corporate or limited liability company existence to the extent attributable to its ownership of the Borrowers and their Subsidiaries;
(iii)	without duplication of Section 7.06(i), for any taxable period in which Parent, any of the Borrowers and, if applicable, any of their Subsidiaries is a member of a consolidated, combined or similar national, regional or local income or similar tax group of which a Controlling Entity is the common parent (a “Tax Group”), to pay such national, regional or local income or similar taxes of such Tax Group that are attributable to the taxable income of Parent, the Borrowers and/or their Subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that Parent, the Borrowers and their Subsidiaries would have been required to pay as a stand alone consolidated, combined or similar income tax group; provided, further, that such payments in respect of any taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiary has made cash payments to the Parent, Borrowers or any of their Restricted Subsidiaries for such purpose;
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(iv)	to finance any Investment that would be permitted to be made pursuant to Section 7.02 if Parent or Borrowers were subject to such Sections as a Loan Party; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such Controlling Entity shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to Parent, the Borrowers or their Restricted Subsidiaries that are Loan Parties or (2) the merger (to the extent permitted in Section 7.04) of any Person formed or acquired into Parent, a Borrower or their Restricted Subsidiaries (with Parent, a Borrower or the applicable Restricted Subsidiary that is a Loan Party being the surviving or continuing entity) in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11;
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(v)	the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Parent or any Controlling Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Parent, any Borrower and their Restricted Subsidiaries; and
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(vi)	the proceeds of which shall be used by Parent to pay (or to make Restricted Payments to allow any Controlling Entity to pay) customary and reasonable fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Parent (or any Controlling Entity);
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(i)	in the event that the U.S. Borrower is a corporation for U.S. federal income tax purposes and is a member of an affiliated group filing consolidated, combined or unitary returns of which it is not the common parent, the direct or indirect payment by the U.S. Borrower to the common parent of such group (the “Parent Entity”) of the consolidated, combined or unitary federal, state and local income Taxes payable by such Parent Entity; provided that the amount of such payments in any taxable year (or portion thereof) does not exceed the amount that the U.S. Borrower would be required to pay in respect of U.S. federal, state and local income Taxes for such taxable year (or
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portion thereof) were the U.S. Borrower and its Subsidiaries to file as a consolidated, combined or unitary group for income tax purposes with the U.S. Borrower as parent of the consolidated, combined or unitary group (such distributions, together with payments under Section 7.06(h)(2), “Tax Distributions”), provided, that such payments in respect of any taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiary has made cash payments to the U.S. Borrower or any of its Restricted Subsidiaries for such purpose;

(j)	payments made or expected to be made by Parent, any Borrower or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by or with respect to any future, present or former employee, director, manager or consultant (or any spouses, former spouses, domestic partners, former domestic partners, successors, executors, administrators, heirs, family members, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;
(k)	so long as no Event of Default has occurred and is continuing or would result therefrom, (i) any Restricted Payment by Parent, any Borrower or any other Controlling Entity to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) declare and/or make additional Restricted Payments not to exceed up to (A) to the extent the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 4.00:1.00, an amount per annum equal to 6.00% of Market Capitalization or (B) to the extent the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is greater than 4.00:1.00, an amount per annum equal to 4.00% of Market Capitalization, which Restricted Payments, for the avoidance of doubt, may be made at the option of Parent in instalments during any applicable fiscal year and the subsequent fiscal year in a manner that is consistent with past practice;
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(l)	Parent, any Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition;
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(m)	Restricted Payments (A) made using the Cumulative Credit at such time so long as no Event of Default exists or would result from the making of such Restricted Payment and the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) would be no less than 2.00 to 1.00 after giving effect to such Restricted Payment or (B) made using the Available Excluded Contribution Amount;
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(n)	so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, other Restricted Payments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75:1.00;
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(o)	distributions or payments of Securitization Fees;
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(p)	[reserved]
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(q)	the distribution, by dividend or otherwise, or other transfer or disposition of shares of Equity Interests of an Unrestricted Subsidiary (or a Restricted Subsidiary that, directly or indirectly, owns the Equity Interests of one or more Unrestricted Subsidiaries and no other assets (other than de minimis assets)), or Indebtedness owed to the Parent or a Restricted Subsidiary by an Unrestricted Subsidiary (or a Restricted Subsidiary that,
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directly or indirectly, owns the Equity Interests of one or more Unrestricted Subsidiaries and no other assets (other than de minimis assets)), in each case, other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents;

(r)	Biomat and Biomat Newco may make regularly scheduled dividend payments to the holders of the Biomat Class B Equity Interests in accordance with the terms of the Biomat Class B Equity Governing Documents;
(s)	Biomat and Biomat Newco may redeem, retire or make a similar payment to purchase or otherwise acquire the Biomat Class B Equity Interests in accordance with the terms of the Biomat Class B Equity Governing Documents;
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(t)	any dividends paid within 60 days after the date of declaration if such dividend would have been otherwise permitted by this Section 7.06 on the date it was declared; and
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(u)	(i) the redemption, repurchase, retirement, payment, discharge or other acquisition of any Equity Interests (“Retired Capital Stock”) of Parent in exchange for, or out of the proceeds of, the substantially concurrent sale or issue of, Equity Interests of the Parent or, if applicable, any Controlling Entity, respectively, or contributions to the equity capital of Parent (other than any Disqualified Equity Interest or any Equity Interests sold to Parent, a Borrower or a Restricted Subsidiary of Parent) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to Parent, a Borrower or a Restricted Subsidiary of Parent) of Refunding Capital Stock.
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All Restricted Payments made by a non-wholly owned Subsidiary shall be made on a pro rata basis or on a basis even more favorable to Parent, any Borrower and their Restricted Subsidiaries.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the relevant Borrower or Restricted Subsidiary, as the case may be, as determined by such Borrower acting in good faith.

Section 7.07	Change in Lines of Business. Engage in any material line of business substantially different from those lines of business conducted by Parent, the Borrowers and their Restricted Subsidiaries on the Closing Date or any business not reasonably related, complementary, corollary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof).
Section 7.08	Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of:
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(a)	any Restricted Subsidiary of Parent that is not a Guarantor to make Restricted Payments to Parent, any Borrower or any Subsidiary Guarantor; or
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(b)	any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations; provided that the foregoing Sections 7.08(a) and (b) shall not apply to Contractual Obligations which:
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(i)	(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.08) are listed on Schedule 7.08 and (y) to the extent
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Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation (as reasonably determined by the Borrowers);

(ii)	are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Parent, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of Parent and do not extend past such Restricted Subsidiary and its Subsidiaries; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14;
(iii)	represent Indebtedness of a Restricted Subsidiary of Parent which is not a Loan Party which is permitted by Section 7.03 and which does not apply to any Loan Party;
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(iv)	are customary restrictions (as reasonably determined by the Borrowers) that arise in connection with (x) any Lien permitted by Section 7.01(a), (b), (e), (f), (i), (j), (k), (l), (o), (p), (r), (t), (u), (v), (y), (z), (cc), (ee) and (gg) and relate to the property subject to such Lien or arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition or that constitute Liens permitted by Section 7.01 that limit the right to dispose of the assets subject to such Lien;
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(v)	are customary provisions in joint venture agreements, sale and leaseback transactions, stock sale agreements and agreements governing Dispositions and other similar agreements applicable to such transactions permitted under Section 7.02 and applicable solely to such joint venture and its equity or asset, as applicable, entered into in the ordinary course of business;
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(vi)	are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
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(vii)	are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto;
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(viii)	comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.01 and Section 7.03 to the extent such restrictions apply only to the property or assets securing such Indebtedness and, in the case of Indebtedness incurred pursuant to Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;
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(ix)	are customary provisions restricting subletting, transfer or assignment of any lease governing a leasehold interest of Parent, any Borrower or any Restricted Subsidiary;
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(x)	are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business;
(xi)	are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
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(xii)	arise in connection with cash or other deposits permitted under Section 7.01 and Section 7.02 and limited to such cash or deposit;
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(xiii)	comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrowers, no more restrictive with respect to Parent, any Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or, in the alternative, no more restrictive than the restrictions contained within this Agreement, so long as the applicable Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
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(xiv)	are restrictions on cash or other deposits or net worth imposed by customers (including governmental entities) under contracts entered into in the ordinary course of business;
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(xv)	are restrictions regarding the transfer of, licensing or sublicensing and by Parent, any Borrower and their Restricted Subsidiaries of IP Rights in the ordinary course of business;
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(xvi)	are restrictions created in connection with any Qualified Securitization Facility that in the good faith determination of the applicable Borrower are necessary or advisable to effect such Qualified Securitization Facility and relate solely to the Securitization Assets subject thereto;
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(xvii)	are customary restrictions contained in any Existing Senior Unsecured Notes Documents, Existing Senior Secured Notes Documents or, in each case, any Permitted Refinancing thereof;
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(xviii)	are restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
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(xix)	are contained in any agreements pursuant to any tax sharing arrangement between the Parent and any one or more of its direct or indirect Subsidiaries not otherwise prohibited by this Agreement;
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(xx)	any encumbrance or restriction on Parent’s, a Borrower’s or Restricted Subsidiary’s ability to transfer its interest in any Investment not prohibited by Section 7.02 hereof; and
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(xxi)	are contained in any agreements governing any Permitted Refinancing of Indebtedness not prohibited by Section 7.03; provided, that the restrictions contained in such agreements are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced.
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Section 7.09	Consolidated Total Net Leverage Ratio. Commencing with the first full fiscal quarter after the Closing Date, without the written consent of the Required Revolving Lenders,
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permit the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of any Test Period (but only if the last day of such Test Period constitutes a Compliance Date) to be greater than 7.00:1.00.

Section 7.10	Fiscal Year. Make any change in its fiscal year; provided, however, that Parent or any Borrower may, upon written notice to the Administrative Agent, change its fiscal year on no more than one occasion to any other fiscal year reasonably acceptable to the Administrative Agent and the Required Lenders, in which case, Parent or any Borrower, the Administrative Agent and the Required Lenders will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.
Section 7.11	Prepayments, Etc. of Subordinated Indebtedness.
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(a)	Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that subject to the terms of the applicable intercreditor or subordination agreement, payments of regularly scheduled principal, interest and mandatory prepayments and AHYDO payments and, in connection with the amendment of any Junior Financing, the payment of fees shall be permitted) any Indebtedness that is subordinated in right of payment to the Obligations expressly by its terms (collectively, “Junior Financing”), in each case, in an amount in excess of the Threshold Amount except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing) and, if such Indebtedness was originally incurred under Section 7.03(g), (v) or (z), is permitted pursuant to Section 7.03(g), (v) or (z), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion or exchange of any Junior Financing to Qualified Equity Interests of Parent, (iii) the prepayment of Indebtedness of Parent, any Borrowers or any Restricted Subsidiary owing to Parent, any Borrower or any Restricted Subsidiary and (iv) repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (1) the greater of (x) $1,092,680,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently completed Test Period (determined on a Pro Forma Basis in accordance with Section 1.09), (2) the Cumulative Credit at such time; provided that no Event of Default under Section 8.01(a) or Section 8.01(f) exists or would result from the making of such repayment, redemption, purchase, defeasance or other payment in respect of Junior Financings and the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) would be no less than 2.00 to 1.00 after giving effect to such repayment, redemption, purchase, defeasance or other payment in respect of Junior Financings, (3) the Available Excluded Contribution Amount and (4) additional amounts so long as, after giving effect to such repayment, no Event of Default under Section 8.01(a) or Section 8.01(f) exists or would result from the making of such repayment, redemption, purchase, defeasance or other payment in respect of Junior Financings and the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 4.00:1.00.
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(b)	Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (i) any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount or (ii) any Organization Documents of any Loan Party, in each case without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned).
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Notwithstanding anything to the contrary in any Loan Document, Parent or any Borrower may make regularly scheduled payments of interest and fees on any Junior Financing, and may make any

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payments required by the terms of such Indebtedness in order to avoid the application of Section 163(e)(5) of the Code to such Indebtedness.

Section 7.12	Section 110 of the TCA. In respect of the Irish Borrower and each other Loan Party which is or intends to be a “qualifying company” within the meaning of Section 110 of the TCA, it shall not:
(a)	engage in any business other than holding or managing or both the holding and managing, in each case in Ireland, of “qualifying assets” within the meaning of Section 110 of the TCA; or
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(b)	take any action which would cause the DAC to cease to be a “qualifying company” within the meaning of Section 110 of the TCA.
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Article VIII

EVENTS OF DEFAULT AND REMEDIES

Section 8.01	Events of Default. Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”):
(a)	Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five Business Days after the same becomes due, any interest on any Loan or any fees or other amounts payable hereunder or with respect to any other Loan Document; or
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(b)	Specific Covenants. Parent, any Borrower or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in (i) any of Section 6.03(a), Section 6.05 (solely with respect to any Borrower or Parent), Section 6.16, Section 6.17, Section 6.18 (solely in respect of Section 6.18, such default shall continue unremedied for a period of 10 days) or Article VII (other than Section 7.09) or (ii) Section 7.09; provided that the covenant in Section 7.09 is subject to cure pursuant to Section 8.04, provided, further, that an Event of Default under clause (ii) shall not constitute an Event of Default for purposes of any Facility other than the Revolving Credit Facility unless and until the Required Revolving Lenders have either (x) declared all outstanding obligations under the Revolving Credit Facility to be immediately due and payable or (y) terminated the Revolving Credit Commitments, in each case in accordance with the terms hereof; or
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(c)	Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a), (b) or (d)) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after receipt by the Borrowers of written notice thereof from the Administrative Agent; or
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(d)	Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, shall be incorrect in any respect) when made or deemed made (provided, that that if such inaccuracy is capable of being cured, such inaccuracy will not be an Event of Default hereunder if within thirty (30) days of such misrepresentation, reasonable steps are being taken to remedy such inaccuracy and such inaccuracy is actually remedied within such period); or
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(e)	Default Under Other Agreements. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness under the Loan Documents) having an aggregate principal amount in excess of the Threshold Amount, and such failure continues after the applicable grace period, if any, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (B) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (ii) any Indebtedness if the sole remedy or option of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto is to elect to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that such failure is unremedied or has not been waived by the holders of such Indebtedness at such time; or
(f)	Insolvency Proceedings, Etc. Other than with respect to any dissolutions otherwise permitted hereunder, any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes a general assignment for the benefit of creditors or becomes unable, admits in writing its inability or fails generally to pay its debts as they become due; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or substantially all of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 consecutive calendar days, or an order for relief is entered in any such proceeding; or Parent is subject to a filing from pre-insolvency under Article 585 et seq. of the Spanish Insolvency Law; provided, in each case, if such Loan Party is a Guarantor whose guaranty is not required for any Borrower to be in compliance with Section 6.18, no Event of Default shall arise under this clause (f) as a result of the involuntary bankruptcy (or other analogous events described in this clause (f)) of such Loan Party; or
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(g)	Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by either (i) independent third-party insurance as to which the insurer does not deny coverage or (ii) another creditworthy
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(as reasonably determined by the Required Lenders and the Administrative Agent) indemnitor); and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 60 consecutive days; or

(h)	Invalidity of Loan Documents. Any material provision of the Loan Documents, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05 or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit), ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations (other than in accordance with its terms) and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document (other than in accordance with its terms); or
(i)	Change of Control. There occurs any Change of Control; or
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(j)	Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to any Loan Document or results from the failure of the Administrative Agent to maintain possession of certificates or promissory notes actually delivered to it representing securities or promissory notes pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements; provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance with Section 6.18, no Event of Default shall arise under this clause (j) as a result of invalidity of any Collateral Document with respect to the assets of such Guarantor; or
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(k)	Guarantees. Any Guarantee of any Guarantor contained in Article XI shall cease, for any reason, to be in full force and effect in any material respect, other than as provided for in Section 11.07(a) or as any Loan Party or any Affiliate of any such Loan Party shall so assert; provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance with Section 6.18, no Event of Default shall arise under this clause (k) as a result of the failure of the Guarantee of such Guarantor be in full force and effect in any material respect; or
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(l)	ERISA. An ERISA Event occurs which has resulted or would reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary which would reasonably be expected to result in a Material Adverse Effect.
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Section 8.02	Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, and, at the request of the Required Lenders, shall take any or all of the following actions:
(a)	declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
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(b)	declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers (to the extent permitted by applicable law);
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(c)	require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to 100% of the then Outstanding Amount thereof);
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(d)	exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;
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(e)	solely in connection with an Event of Default under Section 7.09 (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, either (x) terminate the Revolving Credit Commitments and/or (y) take the actions specified in Section 8.02(a), (b), (c) and (d) in respect of the Revolving Credit Commitments, the Revolving Credit Loans and Letters of Credit; and
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(f)	solely in connection with a Financial Covenant Event of Default that is continuing, the Required Revolving Lenders may take the actions specified in Section 8.02(a), (b) and (d) from and after the date that the Required Revolving Lenders terminate the Revolving Credit Commitments and accelerate all Obligations in respect of the Revolving Credit Commitments; provided, however, that the Required Lenders may not take such actions if either (i) the Revolving Credit Loans have been repaid in full (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders;
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provided that upon the occurrence of any event described in Section 8.01(f) (but without giving effect to any grace periods contemplated therein (other than the grace period for any non-consensual insolvency)), the obligation of each Lender to make Loans, any obligation of the L/C Issuers to make L/C Credit Extensions and the obligation to make loans under any Ancillary Facility shall automatically terminate, the unpaid principal amount of all outstanding Loans or all amounts due under any Ancillary Facility and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Notwithstanding anything herein to the contrary (including in Section 8.01) or in any other Loan Document, neither the Administrative Agent nor the Required Lenders may take any of the actions described in this Section 8.02 with respect to any Default or Event of Default under Section 8.01(b) (other than with respect to any Default or Event of Default with respect to Section 7.09), (c) or (d) resulting from any action or the occurrence of any event reported publicly or

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otherwise disclosed to the Administrative Agent and the Lenders more than two years prior to such date.

Section 8.03

Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or Collateral Agent in their capacities as such hereunder;

Second, to the payment in full of Unfunded Participations (the amounts so applied to be distributed among the L/C Issuers pro rata in accordance with the amounts of Unfunded Participations owed to them on the date of any such distribution);

Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders hereunder in their respective capacities as Lenders hereunder (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth payable to them;

Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations then earned, due and payable have been paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable or as otherwise required by any Intercreditor Agreement.

Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

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Section 8.04	Borrower Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02:
(a)	For the purpose of determining whether an Event of Default under Section 7.09 has occurred, the Borrowers may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Interests of Parent or any cash contribution to the common capital of Parent, in each case, after the Closing Date and which are contributed to the Borrowers (the “Cure Amount”), as an increase to Consolidated Adjusted EBITDA for the applicable fiscal quarter; provided that (A) such amounts to be designated (i) are actually received by the Borrowers after the end of such fiscal quarter and on or prior to the fifteenth Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”) and (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.09 as of such date and (B) the Borrowers shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent that such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 7.09 is less than the full amount of such originally designated amount). The Cure Amount shall be added to Consolidated Adjusted EBITDA for the applicable fiscal quarter and included in any Test Period that includes such fiscal quarter.
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(b)	The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 7.09 and shall not result in any adjustment to any amounts (including the amount of clause (c) or (d) of the definition of Cumulative Credit, Indebtedness (other than as set forth in Section 8.04(d)(ii)), Total Assets, Consolidated Secured Debt or Consolidated Total Debt, the Consolidated Secured Net Leverage Ratio, the Consolidated Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or any other calculation of net leverage or Indebtedness hereunder and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) other than the amount of the Consolidated Adjusted EBITDA referred to in Section 8.04(a) above.
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(c)	In furtherance of Section 8.04(a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrowers, the covenant under Section 7.09 shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 7.09 and any Event of Default or potential Event of Default under Section 7.09 shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.09 following receipt of a Notice of Intent to Cure until and unless the Cure Expiration Date has occurred without the Cure Amount having been received.
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(d)	(i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no cure right set forth in this Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness (either directly or by netting cash) with the Cure Amount for determining compliance with Section 7.09 for the fiscal quarter with respect to which such Cure Amount was made.
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Notwithstanding the foregoing, the Borrowers shall not be able to make any Revolving Credit Borrowing until receipt by the Borrowers of the Cure Amount.

(e)	There can be no more than five fiscal quarters in which the cure rights set forth in this Section 8.04 are exercised during the term of the Facilities.

Article IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01	Appointment and Authority.
(a)	Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental or related thereto. The provisions of this Article IX (other than Sections 9.01, 9.06 and 9.09 through and including 9.13) are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Loan Party has rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
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(b)	The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to (i) execute any and all documents (including releases and Intercreditor Agreements) with respect to the Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. For the avoidance of doubt the Administrative Agent shall be authorized to enter into any Intercreditor Agreement it believes reasonable.
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(c)	Each of the Lenders and the L/C Issuers hereby releases, to the extent legally possible, the Administrative Agent (also in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent) and the Collateral Agent from any restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any other restrictions of multiple representation or self-dealing under any applicable law and the Administrative Agent and the Collateral Agent may release, to the extent legally possible, any Person that it sub-authorizes or grants a sub-power of attorney from the same restrictions. Any Lender or L/C Issuer prevented by applicable law or its constitutional documents to grant the release from the restrictions under section 181 of the German Civil Code (Bürgerliches Gesetzbuch) shall notify the Administrative Agent and the Collateral Agent in writing without undue delay.
Section 9.02	Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
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Section 9.03	Exculpatory Provisions. The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
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(a)	shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
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(b)	shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may (i) expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or (ii) be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;
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(c)	shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;
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(d)	shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
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necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by Parent, a Lender or L/C Issuer; and

(e)	shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(f)	shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Lender.
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Section 9.04	Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the issuance, extension or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
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Section 9.05	Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to
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their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 9.06	Resignation of Administrative Agent.
(a)	The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative at all times other than upon the occurrence and during the continuation of an Event of Default under Section 8.01(a) or 8.01(f) (which consent of the Borrower Representative shall not be unreasonably withheld, conditioned or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above (including consent of the Borrower Representative); provided that if the Administrative Agent shall notify the Borrowers, the L/C Issuers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) other than indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuers directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than as provided in Section 3.01(d) and other than any rights to indemnity payments or other amounts owed to the retiring (or retired) Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
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(b)	Any resignation by Bank of America, N.A. as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and a Swing Line Lender. If Bank of America, N.A. resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit
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outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America, N.A. resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrowers of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such Letters of Credit.

Section 9.07	Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Loan Parties and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.
Section 9.08	No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender, Swing Line Lender or L/C Issuer hereunder, as the case may be. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “joint lead arranger” or “joint bookrunner” shall have any obligation, liability, responsibility or duty under this Agreement other than (i) as expressly provided herein or (ii) those applicable to all Lenders, but only to the extent acting in such capacity as a Lender.
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Section 9.09	Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan, Swing Line Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
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Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swing Line Lender, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swing Line Lender the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Swing Line Lender, the L/C Issuers and the Administrative Agent under Sections 2.03(h), 2.03(i), 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, Swing Line Lender and L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 10.04 and 10.05.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, Swing Line Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, Swing Line Lender or L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender, Swing Line Lender or L/C Issuer or in any such proceeding.

Section 9.10	Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent, the Collateral Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option, and in its sole discretion:
(a)	to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the other Secured Parties;
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(b)	to automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) and the expiration or termination of all Letters of Credit
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(other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), (ii) at the time the property subject to such Lien is sold or transferred or to be sold or transferred as part of or in connection with any Disposition to a non-Loan Party permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d),

(c)	to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to another Lien (i) permitted to exist on such property and (ii) expressly permitted to be senior to the Liens of the Secured Parties under this Agreement;
(d)	to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and
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Without limiting the generality of the foregoing, each Secured Party party hereto from time to time appoints the Administrative Agent and the Collateral Agent, as applicable, to act as its agent in connection with the ratification and incorporation of any Spanish Security Document into a Spanish Public Document, and hereby authorizes each of the Administrative Agent and the Collateral Agent to enter into, enforce their rights under and generally represent them in respect of the granting of Spanish Public Document, including without limitation authorizes the Administrative Agent or Collateral Agent being granted any powers of attorney by the Lenders or granting powers of attorney to another Person in connection with a Spanish Security Document. Each Secured Party appoints the Collateral Agent to act as its agent in connection with the execution of any and all documents required to perfect the security created under the Irish Security Documents.

The German Security Documents and any Collateral governed by German law is held and administered by the Administrative Agent and/or the Collateral Agent pursuant to the provisions of the Intercreditor Agreement.

If the Administrative Agent requests at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

To the extent applicable, each Loan Party hereby irrevocably and unconditionally authorises the Collateral Agent and each legal advisor appointed by the Collateral Agent to do, at the cost and expense of such Loan Party, all acts and sign on behalf of such Loan Party all required documents and forms (in electronic format) as the Collateral Agent and / or such advisor may consider necessary or desirable to procure compliance with the procedure under section 409(3) or 409(4) of the Irish Companies Act. For the avoidance of doubt, this clause permits the Collateral Agent and any legal advisor appointed by the Collateral Agent to insert its or their employees respective e-mail addresses (or such other e-mail address as it or they may nominate) in any form or forms filed under section 409 of the Irish Companies Act for the purposes of receiving a certificate of registration of a charge from the Companies Registration Office of Ireland. In addition, each applicable Loan Party agrees and

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acknowledges that it is responsible for complying with the requirements of and the procedures set out in section 409 the Irish Companies Act and that any legal advisor appointed by the Collateral Agent has no liability or responsibility to such Loan Party for any failure to comply in full or in part with any such requirement or procedure. In giving this authorisation, each relevant Loan Party agrees and acknowledges that no solicitor/client relationship exists between the legal advisors to the Collateral Agent and such Loan Party.

The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 and Section 11.08 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon reasonable request.

Section 9.11

Cash Management Obligations and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Cash Management Obligations and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank.

The Hedge Banks hereby authorize the Administrative Agent to enter into any Intercreditor Agreement, any other intercreditor agreement permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and any such Intercreditor Agreement or other intercreditor agreement is binding upon the Hedge Banks.

Section 9.12

Withholding Tax Indemnity. To the extent required by any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other taxing authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective or if any payment has been made by the Administrative Agent to any Lender without applicable withholding tax being deducted from such payment), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at

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any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For purposes of this Section 9.12, the term “Lender” includes any L/C Issuer and the Swing Line Lender.

Section 9.13	Appointment of the Administrative Agent and Collateral Agent in Spain.
(a)	Each of the Secured Parties (other than the Administrative Agent and the Collateral Agent) irrevocably appoints and authorises the Administrative Agent and the Collateral Agent, which accepts, so that each of the Administrative Agent and the Collateral Agent (with express power of self-contracting (autocontratación), sub-empowering or multiple representation), acting through a duly appointed representative, may exercise, in the name and on behalf of the Secured Parties the rights, powers, authorities and discretions specifically given to the Administrative Agent or the Collateral Agent, as applicable, under or in connection with this Agreement, including but not limited to the following:
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(i)	to execute in the name of any of the Secured Parties (whether in its own capacity or as agent of other parties) any Loan Document as well as any novation, amendment or ratification to the same and appear before a notary and raise into the status of a public document in Spain such documents and to sign any Spanish Public Document as it deems fit;
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(ii)	to ratify, if necessary or convenient, at the cost of the relevant Secured Party, any such escrituras públicas or pólizas intervenidas executed by an orally appointed representative in the name or on behalf of the Secured Parties;
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(iii)	to execute and/or do any and all deeds, documents, acts and things, required in connection with the execution of the Loan Documents, and/or the execution of any further notarial deed of amendment (escritura pública de rectificación o subsanación) that may be required for the purpose or in connection with the powers granted in this Section 9.13;
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(iv)	to carry out, execute, effect and perform all the actions that may be necessary or convenient for the purposes of complying with the purpose of this Agreement; and
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(v)	to request and obtain the copy issued for enforcement purposes (copia con fuerza ejecutiva) of this Agreement or any other Loan Document.
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(b)	In connection with the ratification and formalisation of any Loan Document as a Spanish Public Document, the Collateral Agent is hereby authorised on behalf of each Secured Party to enter into, enforce the rights of each Secured Party and represent each Secured Party in respect of the granting of any Spanish Public Document.
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(c)	Without prejudice to the above, the Collateral Agent and the Administrative Agent, acting at its discretion and to the extent reasonably possible, may invite the Secured Parties to enter into and/or to enforce the rights of each Loan Document jointly with the Collateral Agent or the Administrative Agent. For the avoidance of doubt, this does include the granting of any right to the Secured Parties to enter into and/or to enforce the rights under each Loan Document jointly with the Collateral Agent or the Administrative Agent.
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(d)	Each Secured Party (other than the Collateral Agent and the Administrative Agent) irrevocably undertakes to the Collateral Agent and the Administrative Agent and the other Secured Parties to, if requested by the Collateral Agent or the Administrative Agent:
(i)	to appear and execute with the Collateral Agent or the Administrative Agent to enable the Collateral Agent or the Administrative Agent to exercise any right, power, authority or discretion vested in it as Collateral Agent or Administrative Agent pursuant to this Agreement and to execute any document or instrument including any Spanish Public Document; and
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(ii)	abide by and act, or refrain from acting, in accordance with, any decision of the Required Lenders made in accordance with this Agreement in relation thereto.
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(e)	Notwithstanding paragraph (d) above, a Secured Party (other than the Collateral Agent and the Administrative Agent) that has notified the Collateral Agent or the Administrative Agent that it cannot authorise or empower, or has not authorised or empowered, the Collateral Agent or the Administrative Agent to act on its behalf, irrevocably undertakes to the Collateral Agent, the Administrative Agent and the other Secured Parties to:
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(i)	appear and execute with the Collateral Agent or the Administrative Agent (including, if required, before the relevant Spanish notary public specified by the Administrative Agent or the Collateral Agent) to enable the Collateral Agent or the Administrative Agent to exercise any right, power, authority or discretion vested in it as Collateral Agent or Administrative Agent pursuant to this Agreement and to execute any document or instrument including any Spanish Public Document; and
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(ii)	abide by and act, or refrain from acting, in accordance with, any decision of the Required Lenders made in accordance with this Agreement in relation thereto.
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(f)	Notwithstanding the generality of this Article IX, each of the Secured Parties party hereto on the Closing Date shall, unless instructed otherwise by the Administrative Agent or the Collateral Agent, grant a power of attorney in favor of (and in form and substance satisfactory to) the Collateral Agent to enter into, administer and enforce remedies with respect to the Spanish Security, which shall be granted in favor of each and all of the Secured Parties, that is subject to any Spanish Security Document for and on behalf of the Lenders pursuant to the provisions of this Agreement. At the request of the Administrative Agent or the Collateral Agent, which request may be made from time to time, each Lender party hereto from time to time will sign such powers of attorney as requested by the Administrative Agent or Collateral Agent which are necessary to cause any Spanish Security Document to be elevated to the status of a Spanish Public Document and to enforce their rights and remedies thereunder.
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Section 9.14	ERISA Matters.
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(a)	Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or the Parent, that at least one of the following is and will be true:
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(i)	such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,
(ii)	the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
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(iii)	(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
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(iv)	such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
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(b)	In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or the Parent, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
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Section 9.15	Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the
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date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

Article X

MISCELLANEOUS

Section 10.01	Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) (other than with respect to any amendment or waiver contemplated in Sections 10.01(a) through (h) below, which shall only require the consent of the Lenders expressly set forth therein and not Required Lenders) and the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:
(a)	extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of any Commitments shall not constitute such an extension or increase);
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(b)	postpone any date scheduled for any payment of principal (including final maturity), interest or fees under Section 2.07, 2.08 or 2.09, respectively, without the written consent of each Lender directly and adversely affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans or any obligation of the Borrowers to pay interest at the Default Rate, any Default or Event of Default, mandatory prepayment or mandatory reduction of any Commitments shall not constitute such a postponement of any date scheduled for the payment of principal or interest and it further being understood that any change to the definition of “Consolidated Secured Net Leverage Ratio,” “Consolidated Interest Coverage Ratio” or “Consolidated Total Net Leverage Ratio” or the component definitions thereof shall not constitute a postponement of such scheduled payment);
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(c)	reduce or forgive the principal of, or the rate of interest specified herein on, or change the currency of, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso to this Section 10.01 that appears immediately following clause (h) below) any prepayment penalty or premium or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such prepayment penalty or premium, fees or other amounts) without the written consent of each Lender directly and adversely affected thereby (it being understood that (i) the waiver of (or amendment to the terms of) any obligation of the Borrowers to pay interest at the Default Rate, any mandatory prepayment of the Loans or mandatory reduction of any Commitments or any Default or Event of Default shall not constitute such a reduction
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and it further being understood that (ii) any change to the definition of “Consolidated Secured Net Leverage Ratio,” “Consolidated Interest Coverage Ratio” or “Consolidated Total Net Leverage Ratio” or the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(d)	change any provision of Section 2.12(a), 2.13 or 8.03 or the definition of “Pro Rata Share” in any manner that would alter the pro rata sharing of payments or other amounts required thereby, without the written consent of each Lender directly and adversely affected thereby;
(e)	change any provision of (i) this Section 10.01 or (ii) the definition “Required Lenders” or “Required Revolving Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage set forth therein, without the written consent of each Lender (it being understood that, with the consent of the Required Lenders (if such consent is otherwise required) or the Administrative Agent (if the consent of the Required Lenders is not otherwise required), additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Commitments or Revolving Credit Commitments, as applicable);
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(f)	other than in connection with a transaction permitted under Section 7.04 or 7.05, subordinate or release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
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(g)	other than in connection with a transaction permitted under Section 7.04 or 7.05, subordinate or release all or substantially all of the value of the guarantees provided by the Guarantors, without the written consent of each Lender;
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(h)	affect the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class), without the written consent of the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders was the only Class;
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provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, adversely affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; provided, however, that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the Swing Line Lender and the Borrower Representative so long as the obligations of the Revolving Credit Lenders are not affected thereby; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v)(x) no Lender consent is required to effect an Incremental Amendment, Refinancing Amendment or Extension Amendment (except as expressly provided in Section 2.14, 2.15 or 2.16, as applicable) and (y) in connection with an amendment in which any Class of Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower Effective Yield and other customary amendments related thereto (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Term Loans subject

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to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or modified Term Loans shall be required for such Permitted Repricing Amendment. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) the date scheduled for any payment of principal (including final maturity) of the loans of any Defaulting Lender may not be postponed without the consent of such Lender, and (z) any waiver, amendment or modification requiring the consent of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender.

Any amendment, modification, or waiver of any Loan Document that would affect the rights or obligations of one or more members of a Class differently from its effect on the rights or obligations of any other members of that Class (1) will, upon its effectiveness, create one or more new Classes (the “Proposed New Classes”) in addition, if applicable, to the Class consisting of any remaining Lenders of such Class whose rights and obligations do not purport to be modified by such amendment, modification, or waiver (the “Remaining Class”), each of which Classes will consist of Lenders holding loans with identical rights and obligations, and (2) will not be effective unless such amendment, modification, or waiver receives the written consent of Lenders holding a majority in interest of each Proposed New Class and a majority in interest of the Remaining Class, in addition to any other consents required pursuant to this Agreement.

Notwithstanding the foregoing, Lender consent is not required for the Administrative Agent to enter into or to effect any amendment, modification or supplement to any Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any Indebtedness permitted hereby that is permitted to be secured by the Collateral, including any Incremental Commitment, any Permitted First Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, for the purpose of adding the holders of such Indebtedness (or their Senior Representative) as a party thereto and otherwise causing such Indebtedness to be subject thereto, in each case as contemplated by the terms of such Intercreditor Agreement or other intercreditor agreement or arrangement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, Revolving Credit Loans and L/C Obligations and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any Class (“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued interest, fees, expenses and premium), (b) the Weighted Average Life to Maturity

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of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing, (c) such Replacement Term Loans must satisfy the requirements of Credit Agreement Refinancing Indebtedness and (d) all other terms applicable to such Replacement Term Loans shall be as agreed between the Borrowers and the Lenders providing such Replacement Term Loans.

Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and the Borrowers without the need to obtain the consent of any other Lender if such amendment is delivered in order (A) to correct or cure ambiguities, errors, omissions or defects, (B) to effect administrative changes of a technical or immaterial nature, (C) to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document, (D) [reserved], (E) solely to add benefit to one or more existing Facilities, including but not limited to, increase in margin, interest rate floor, prepayment premium, call protection and reestablishment of or increase in amortization schedule, in order to cause any Incremental Term Loans or Incremental Revolving Loan Commitments to be fungible with any existing Facility and (F) to add any financial covenant or other terms for the benefit of all Lenders or any Class of Lenders pursuant to the conditions imposed on the incurrence of any Indebtedness set forth elsewhere in this Agreement, and in each case of clauses (A), (B) and (C), such amendment shall become effective without any further action or the consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

Notwithstanding anything to the contrary contained in this Section 10.01 guarantees, collateral security documents and related documents executed by the Loan Parties or the Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrowers without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans in connection with a primary syndication of such Term Loans relating to any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to cashless settlement mechanisms approved by the Borrowers, the Administrative Agent, the assignor Lender and the assignee of such Lender. For the avoidance of doubt, any financial institution that is party to a Letter Agreement Re: Cashless Settlement of Existing Dollar Tranche B Term Loans and Existing Euro Tranche B Term Loans, dated as of the Closing Date, by and among Parent, the Borrowers, Grifols Worldwide Operations USA Inc., Grifols Worldwide Operations Limited, the Existing Administrative Agent (as defined therein) and the Administrative Agent, as an (i) Existing Dollar Term Lender (as defined therein) and an Initial Dollar Term Lender or (ii) an Existing Euro Term Lender (as defined therein) and an Initial Euro Term Lender shall be, (x) in the case of clause (i) above, an Initial Dollar Term Lender on the Closing Date and (y) in the case of clause (ii) above, an Initial Euro Term Lender on the Closing Date.

Notwithstanding the foregoing, only the consent of the Required Revolving Lenders shall be necessary to (i) amend, waive or modify the terms and provisions of Section 7.09 and Section 8.02(c) (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) and no such amendment, waiver or modification of any such terms or provisions (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) shall be permitted without the consent of the Required Revolving Lenders, (ii) amend, modify or waive any condition precedent set forth in Section 4.02 with respect to the making of Revolving Credit Loans or the issuance of Letters of Credit or (iii) except for any amendment, waiver or modification that would require the consent of each Revolving Credit Lender adversely affected thereby pursuant to the proviso to Section 10.01 amend, modify or waive any provision of this Agreement that solely affects the Revolving Credit

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Lenders in respect of any Revolving Credit Facility, including the final scheduled maturity, interest, fees, prepayment penalties and voting.

Section 10.02	Notices and Other Communications.
(a)	Notices; Effectiveness; Electronic Communications.
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(i)	Notices Generally. Except in the case of communications expressly permitted to be given by telephone (and except as provided in Section 10.02(a)(ii)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
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(A)	if to any Borrower, the Administrative Agent, the Swing Line Lender or the L/C Issuers, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and
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(B)	if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.
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(ii)	Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in Section 10.02(a)(ii) shall be effective as provided in such Section 10.02(a)(ii).
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(b)	Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender, Swing Line Lender or L/C Issuer pursuant to Article II if such Lender, Swing Line Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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(c)	The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’ or the Administrative Agent’s transmission of the Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, or willful misconduct of such Agent Party; provided, however, that in no event shall any Person have any liability to any other Person hereunder for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages); provided, further, that nothing in this sentence shall limit any Loan Party’s indemnification obligations set forth herein.
(d)	Change of Address, Etc. The Borrowers, the Administrative Agent and the L/C Issuers may change their address, e-mail address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, e-mail address facsimile or telephone number for notices and other communications hereunder by notice to the Borrowers and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and email address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to the Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information.
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(e)	Reliance by Administrative Agent, L/C Issuer, Swing Line Lender and Lenders. The Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each L/C Issuer, the Swing Line Lender each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in accordance with Section 10.05 hereof. All telephonic notices to and other telephonic communications with the Administrative
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Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03

No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 10.04

Attorney Costs and Expenses. The Borrowers agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) counsel to the Administrative Agent and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrowers’ consent (such consent not to be unreasonably withheld, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict

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of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrowers and to the extent reasonably available, backup documentation supporting such reimbursement request; provided that with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrowers within three Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion following five Business Days’ prior written notice to the Borrowers. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Section 10.05

Indemnification by the Borrowers. The Borrowers shall indemnify and hold harmless each Agent, Agent-Related Person, each Lead Arranger, each Lender and L/C Issuer and their respective Affiliates and controlling Persons, and their respective officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing and their respective successors and assigns (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements, joint or several, to which such Indemnitee may become subject (including, for the avoidance of doubt, any Environmental Liability) to the extent arising out of, or resulting from or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) the Transactions or any related transactions contemplated by the Loan Documents, or (c) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (any of the foregoing, a “Proceeding”), regardless of whether any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrowers, Parent, their equity holders, Affiliates, creditors, or any other Person, and to reimburse such Indemnitee for any reasonable and documented or invoiced out-of-pocket legal fees and expenses of (i) one firm of counsel to the Indemnitees taken as a whole and, (ii) if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction that is material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrowers of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel (and, if reasonably necessary, one other firm of local counsel in each appropriate jurisdiction that is material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) to each group of similarly situated affected Indemnitees), in each case, incurred in connection with investigating, responding to or defending any of the foregoing, and other reasonable and documented or invoiced out-of-pocket expenses in each case, incurred in connection with investigating, responding to or defending any of the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (w) the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction, (x) a material breach of

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any obligations under this Agreement or any other Loan Document by such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or (y) any dispute solely between or among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission of Parent, the Borrowers, or any of their Affiliates (for the avoidance of doubt, only to the extent neither the exception set forth in clause (w) or (x) above applies to such Person at such time). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, in each case, except to the extent any such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or a material breach of any obligations under this Agreement or any other Loan Document by, such Indemnitee or any of its controlled Affiliates or controlling Persons or their respective directors, officers, employees, members, partners, advisors, agents or other representatives, nor shall any Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); it being agreed that this sentence shall not limit the indemnification obligations of Parent or any Subsidiary (including, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party and for any out-of-pocket expenses). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, equity holders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. By accepting the benefits hereof, each Indemnitee agrees to refund and return any and all amounts paid by the Borrowers to such Indemnitee to the extent items in clauses (w) through (y) above occur. All amounts due under this Section 10.05 shall be paid promptly upon written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final and non-appealable judgment by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

The Borrowers shall not be liable for any settlement of any proceeding effected without its consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Borrowers’ written consent, or if there is a final and non-appealable judgment by a court of competent jurisdiction against an Indemnitee in any such proceeding, the Borrowers agrees to indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above. The Borrowers shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement

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includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding, (ii) such settlement does not include any statement as to any admission of fault, culpability, wrongdoing or failure to act by or on behalf of any Indemnitee and (iii) contains customary confidentiality provisions with respect to the terms of such settlement.

To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agent thereof), the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agent), the L/C Issuers or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or awned against the Administrative Agent (or any such sub-agent) or the L/C Issuers in their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(e).

Section 10.06	Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
Section 10.07	Successors and Assigns.
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(a)	The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder or any of the other Loan Documents without the prior written consent of the Administrative Agent and each Lender (except as permitted by Section 7.04), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”) and (A) [reserved] or (B) in the case of any Assignee that is Parent or any of its Subsidiaries Section 10.07(l), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h); provided, however, that notwithstanding the foregoing, no Lender may assign or transfer by participation any of its rights or obligations hereunder to (w) a Disqualified Lender, (x) any Person that is a Defaulting Lender, (y) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the
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primary benefit of one or more natural persons) or (z) to Parent, any Borrower or any of their respective Subsidiaries (except pursuant to Section 2.05(a)(vi) or Section 10.07(l)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Notwithstanding anything to the contrary herein, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender.

(b)(i)Subject to the conditions set forth in Section 10.07(a) above and Section 10.07(b)(ii) below, any Lender may at any time assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)	the Borrowers; provided that no consent of any Borrower shall be required for (i) an assignment of all or a portion of the Term Loans to a Lender or to an Affiliate of a Lender or an Approved Fund thereof, (ii) an assignment of all or a portion of any Revolving Credit Commitments or Revolving Credit Exposure of a Revolving Credit Lender to another Revolving Credit Lender or to an Affiliate of a Revolving Credit Lender, (iii) an assignment after the occurrence and during the continuance of an Event of Default under Section 8.01(a) or Section 8.01(f) (with respect to the Borrowers) (iv) an assignment in connection with the primary syndication of the Facilities previously identified to and consented to (such consent not to be unreasonably withheld or delayed) by the Borrowers; provided, further, that the Borrowers shall be deemed to have consented to any such assignment of the Term Loans, the Revolving Credit Commitments and/or the Revolving Credit Exposure unless they shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof;
(B)	the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) of all or a portion of the Loans pursuant to Section 10.07(l);
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(C)	each L/C Issuer at the time of such assignment; provided that no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and
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(D)	the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure.

Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other rights, duties and obligations hereunder in order to comply with applicable Laws, such assignment may be made by such Lender without the consent of the Borrowers, the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other party hereto so long as such Lender complies with the requirements of Section 10.07(b)(ii).

(ii)	Assignments shall be subject to the following additional conditions:
(A)	except in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class and (y) assignments to Lenders, Affiliates, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or an integral multiple of $1,000,000 in excess thereof) (in the case of each Revolving Credit Loan) and $1,000,000 (or an integral multiple of $1,000,000 in excess thereof) (in the case of a Term Loan) unless each of the Borrowers and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; provided, however, that concurrent assignments to or from Affiliates and groups of funds will be aggregated and treated as a single assignment for purposes of determining whether such minimum amount has been met;
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(B)	the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together, in each case, with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent);
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(C)	other than in the case of assignments pursuant to Section 10.07(l), the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
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(D)	the Assignee shall execute and deliver to the Administrative Agent and Parent the documentation described in Section 3.01(d) applicable to it.
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This Section 10.07(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of

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participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower Representative and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(c)

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(l), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (2) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.07(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d)

The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it, and each notice of cancellation of any Loans delivered by Parent pursuant to Section 10.07(l) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03 owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 10.07(b)(ii)(B) above, if applicable, and the written consent (in each case, if required) of the Administrative Agent, each Borrower and each L/C Issuer to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) promptly record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Section 10.07(d). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).

(e)

Any Lender may at any time, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons), a Defaulting Lender, Parent, or its Restricted Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a) through (h) of the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f) and a Participant’s compliance with the requirements and the limitations of Section 3.01(d) (it being understood that any forms, information or other documentation required under such Sections shall be delivered to the participating Lender), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation or that is a Granting Lender, as the case may be, shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and SPC and the principal amounts (and related interest amounts) of each Participant’s and SPC’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is reasonably necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5 of the proposed United States Treasury Regulations. The Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation or portion of the Loan (if funded by an SPC), as applicable, for all purposes of this Agreement notwithstanding any notice to the contrary.

(f)

A Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such entitlement to a greater payment results from a change in any Law after the sale of the participation takes place.

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(g)	Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(h)	Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Section), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement except, in the case of Section 3.01, to the extent that the grant to the SPC was made with the prior written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed; for the avoidance of doubt, the Borrowers shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrowers at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower Representative and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.
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(i)	Notwithstanding anything to the contrary contained herein, without the consent of the Borrower Representative or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.
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(j)	Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon 60 days’ notice to the Borrowers and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 60-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrowers willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrowers to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Term SOFR Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
(k)	Lender Status Confirmation.
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(i)	Each Initial Lender confirms that on the date that it enters this Agreement that it is an Irish Qualifying Lender. Each such Initial Lender shall promptly notify the Borrowers if there is any change to its status as an Irish Qualifying Lender.
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(ii)	Each Lender upon succeeding to an interest in the Commitments and/or Loans to the Borrowers, as the case may be, shall indicate, in the Assignment and Assumption which it executes on becoming a party, and for the benefit of the Borrowers, which of the following categories it falls into: (A) not an Irish Qualifying Lender; (B) an Irish Qualifying Lender (other than an Irish Treaty Lender); or (C) an Irish Treaty Lender. Each such Lender shall promptly notify the Borrowers if there is any change in their position as an Irish Qualifying Lender.
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(iii)	Each Lender which is an Irish Qualifying Lender that grants a participation to a participant that is not an Irish Qualifying Lender in the Commitments and/or Loans to the Borrowers shall notify the Borrowers on the date it grants such participation that the participant is not an Irish Qualifying Lender. Each such Lender shall promptly notify the Borrowers if there is any change in any participant’s status as an Irish Qualifying Lender and if no such notification is received by the Borrowers, the Borrowers may assume that any such participant is an Irish Qualifying Lender.
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(l)	Any Lender may, so long as no Event of Default has occurred and is continuing, at any time, with-out any consent, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to the Borrowers through (x) “Dutch Auctions” open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) notwithstanding Sections 2.12 and 2.13 or
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any other provision in this Agreement, open-market purchase or privately negotiated transaction on a pro rata or non-pro rata basis, subject to the following:

(i)	no assignment of Term Loans to the Borrowers may be financed with the proceeds of any Revolving Credit Loans;
(ii)	[reserved];
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(iii)	[reserved]; and
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(iv)	(a) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrowers shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishment of the Term Loans then held by such Borrower and (c) the Borrowers shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.
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(m)	Enforcement of Security Documents.
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(i)	Each Lender party hereto as of the Closing Date (each a “Closing Date Lender”) agrees that, notwithstanding the assignment in full of all such Closing Date Lender’s Commitment and Loans hereunder, in connection with any enforcement proceeding under the Security Documents, such Closing Date Lender shall cooperate with the Administrative Agent, Collateral Agent and the Lenders to enforce the Security Documents, including without limitation, if requested by the Administrative Agent to provide the Collateral Agent and/or Administrative Agent with powers of attorney to enable the Collateral Agent to enforce the Spanish Security Documents, or, at the Administrative Agent’s discretion, arrange for, all Assignment and Assumptions with respect to which such Closing Date Lender is an assignor to become a public registered document in accordance with the laws of the Kingdom of Spain; provided, that the Borrowers shall only be responsible for the Lenders’ costs and expenses in connection with actions taken pursuant to this sentence as provided in, and accordance with the terms of, the Spanish Security Documents.
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(n)	Spanish Law Provision.
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(i)	Each party hereto agrees that an assignment or transfer pursuant to this Section shall constitute a transfer of any Spanish Security Documents to the Lender’s assignee in the manner set out in Article 1203 et seq. of the Spanish Civil Code and the guarantees and the indemnities granted by each Loan Party under the Loan Documents shall be preserved for the benefit of the Secured Parties, including without limitation for the purposes of article 1,528 of the Spanish Civil Code.
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(ii)	Each Spanish Loan Party accepts all transfers and assignments made by the Lenders under and in accordance with the terms of this Agreement without requiring any additional formalities.
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Section 10.08	Confidentiality. Each of the Agents, the Lead Arrangers and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be
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disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, funding sources, investment advisors and agents, including accountants, legal counsel and other advisors on a “need to know basis” (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential); (b) to the extent required or requested by any Governmental Authority or self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); provided that the Administrative Agent, such Lead Arranger or such Lender, as applicable, agrees that it will notify Parent as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory or self-regulatory authority) unless such notification is prohibited by law, rule or regulation; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify Parent as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory or self-regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrowers), to (i) any direct or indirect contractual counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder (other than any Person whom the Borrowers have affirmatively denied to provide consent to assignment by such Lender in accordance with Section 10.07(b)(i)(A)) or (iii) to a Federal Reserve Bank or any central bank having jurisdiction over any Agent or Lender; (f) with the prior written consent of the Borrower Representative; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or other obligation of confidentiality owed to any Borrower, or their Affiliates or becomes available to the Administrative Agent, the Lead Arrangers, the Collateral Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or their respective related parties (so long as such source is not known (after due inquiry) to the Administrative Agent, the Collateral Agent, such Lead Arranger, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party or their respective Affiliates); (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (i) to the extent such information is independently developed by the Administrative Agent, Collateral Agent, any Lead Arranger, any Lender, any L/C Issuer or any of their respective Affiliates; (j) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrowers), to any pledgee referred to in Section 10.07(g); or (k) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration, settlement and management of this Agreement, the other Loan Documents, the Commitments and the Credit Extensions. For the purposes of this Section 10.08,

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“Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 or any other confidentiality obligation owed to any Loan Party or their Affiliates.

Section 10.09	Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (other than escrow, payroll, petty cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify Parent and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have at Law.
Section 10.10	Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
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Section 10.11	Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with any
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Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification and (b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.

Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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Section 10.12	Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. Subject to Section 10.20, in the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
Section 10.13	Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
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Section 10.14	Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions; provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Swing Line Lender or the L/C Issuers, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
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Section 10.15	GOVERNING LAW AND CONSENT TO JURISDICTION.
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(a)	THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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(b)	ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT
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WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE) IN Section 10.02. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY L/C ISSUER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. In connection with any action, suit, proceeding or claim arising out of or relating to this Agreement, the Loan Documents, the Obligations or the transactions contemplated hereby or thereby, each of Parent, the Borrowers and the Loan Parties irrevocably designates and appoints the U.S. Borrower, with the address 2410 Grifols Way, Los Angeles, CA 90032-3514 (the “Process Agent”) as its authorized agent upon which process may be served in any action, suit, proceeding or claim arising out of or relating to this Agreement, the Loan Documents, the Obligations or the transactions contemplated hereby and thereby that may be instituted by any Agent, Lead Arranger, bookrunner or Lender or any other Indemnitee in any such New York State or Federal court or brought by any Agent, Lead Arranger, bookrunner or Lender or any other Indemnitee under United States Federal or state laws. Each of Parent, the Borrowers and the Loan Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the Process Agent, with written notice of said service to each of Parent, the Borrowers and the Loan Parties at the address provided in accordance with Section 10.02, shall be effective service of process for any action, suit, proceeding or claim brought in any such New York State or Federal court. Each of Parent, the Borrowers and the Loan Parties further agrees to take any and all action, including without limitation execution and filing of any and all such documents and instruments as may be necessary to continue the designation and appointment of the Process Agent for a period of six years from the Closing Date to the sixth anniversary of the termination of this Agreement and all Loan Documents in accordance with their terms.

Section 10.16

WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN

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DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.16.

Section 10.17	Binding Effect. This Agreement shall become effective when it shall have been executed and delivered by the Loan Parties and each other party hereto and the Administrative Agent shall have been notified by each Lender, the Swing Line Lender and L/C Issuer that each such Lender, the Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.
Section 10.18	USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information regarding such Loan Party that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.
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Section 10.19	No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Collateral Agent are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, the Collateral Agent and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Collateral Agent, each Lead Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Collateral Agent, the Lead Arrangers or the Lenders has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Collateral Agent, the Lead Arrangers or the Lenders has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party agrees not to make any claim against the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
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Section 10.20	Executive Proceedings.
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(a)	This Agreement and any amendments hereto shall, at the request of the Administrative Agent on or after the date the Spanish Security Documents are executed in Spain, be formalized in a Spanish Public Document by the Spanish Loan Parties only, so that it may have the status of a notarial document for all purposes contemplated in Article 517.2.4º of the Spanish Civil Procedural Law.
(b)	Each Spanish Security Document shall be formalized in a Spanish Public Document so that it may have the status of an executive title for all purposes contemplated in Article 517, number 4 of the Spanish Civil Procedural Law and, for the purposes of the executive proceedings contemplated therein, the Spanish Loan Parties and the Lenders agree that the amounts due and payable will be the amounts appearing in the Register according to Section 2.07(b) above as certified by the Administrative Agent.
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(c)	For the purposes of article 540.2 of the Spanish Civil Procedural Law, the Loan Parties acknowledge and accept that, provided that the relevant assignment, transfer or change of Lenders has been made in accordance with the terms of this Agreement, any assignment, transfer or change of Lenders shall be duly and sufficiently evidenced to any Spanish court by means of a certificate issued by the Administrative Agent confirming who the Lenders are at the relevant time and, therefore, those Persons who are certified as Lenders by the Administrative Agent shall be able to initiate enforcement in Spain through procedimiento ejecutivo without further evidence being required.
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Section 10.21	Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment in given. The obligation of any Borrower in respect of such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrowers in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled thereto under applicable law).
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Section 10.22	Intercreditor Agreements. Each Lender hereunder (a) agrees that it will be bound by and will take no actions contrary to the provisions of any Intercreditor Agreement and (b) authorizes and instructs the Agents to enter into any Intercreditor Agreement as Administrative Agent and Collateral Agent and on behalf of such Lender. In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the provisions of such Intercreditor Agreement shall control.
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Section 10.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
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agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)	the application of any Write-Down and Conversion Powers by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)	the effects of any Bail-in Action on any such liability, including, if applicable:
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(i)	a reduction in full or in part or cancellation of any such liability;
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(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
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(iii)	the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.
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Section 10.24	Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).
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(a)	In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with
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respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support;

(b)	As used in this Section 10.24, the following terms have the following meanings:
(i)	“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
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(ii)	“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
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(iii)	“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
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(iv)	“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
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Article XI

GUARANTEE

Section 11.01

The Guarantee. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02

Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment when due and not of collection and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the

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Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full), including any defense of setoff, counterclaim, recoupment or termination. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a)	at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be amended or waived;
(b)	any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
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(c)	the maturity of any of the Guaranteed Obligations shall be accelerated, extended or renewed or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
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(d)	any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be or remain perfected or the existence of any intervening Lien or security interest; or
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(e)	the release of any other Guarantor pursuant to Section 11.08.
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The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

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Each Guarantor that is a Spanish Loan Party expressly declares that this Article XI constitutes a first demand guarantee (garantía abstracta a primera demanda) and hence the principles of exclusion, order and/or division (beneficio de excusión, order y/o division) under article 1,830 of the Spanish Civil Code are not applicable. Accordingly, the guarantee will not be affected and will maintain its validity and effectiveness even if the obligations assumed by such Guarantor under any Loan Documents become null or ineffective for any reason.

Section 11.03	Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.
Section 11.04	Subrogation: Subordination. Each Guarantor hereby agrees that until the payment in full in cash and satisfaction in full of all Guaranteed Obligations (other than Cash Management Obligations, obligations pursuant to Secured Hedge Agreements and contingent obligations not yet due and owing, and Letters of Credit that have been Cash Collateralized or backstopped) and the expiration and termination of the Commitments of the Lenders under this Agreement it shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation, contribution or otherwise, against the Borrowers or a Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.
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Section 11.05	Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.
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Section 11.06	Continuing Guarantee. The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.
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Section 11.07	General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01 then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.09, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
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(a)	Spanish Guarantor Limitations. In respect of a Spanish Loan Party, the guarantee under this Article XI does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Sections 143.2 and 150 of the Spanish Companies Act.
(b)	Irish Guarantor Limitations. In respect of an Irish Loan Party, the guarantee under this Article XI does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82 and/or Section 239 of the Irish Companies Act 2014 (as amended).
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(c)	German Guarantor Limitations.
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For the purposes of this sub-section (c):

“German Guarantor” means any Guarantor incorporated in Germany as (i) a limited liability company (Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”) or (ii) a limited partnership (Kommanditgesellschaft) with a German limited liability company as general partner (a “German GmbH & Co. KG Guarantor”);

“Net Assets” means for each German Guarantor (i) the net assets (Reinvermögen) available for distribution to the shareholders calculated in accordance with applicable law and the jurisprudence from time to time of the German Federal Supreme Court (Bundesgerichtshof) relating to the protection of liable capital under sections 30 and 31 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG) taking into account, if applicable, sub-section 6 of section 253, sub-section 8 of section 268 and sub-section 5 of section 272 of the German Commercial Code (Handelsgesetzbuch) (in each case, as amended from time to time) of that German GmbH Guarantor, or, in the case of a German GmbH & Co. KG Guarantor, its general partner (Komplementär), and in each case without deducting the Registered Capital of that German Guarantor; less (ii) the Registered Capital of that German Guarantor.

“Registered Capital” means the relevant German GmbH Guarantor’s share capital (Stammkapital) or, in the case of a German GmbH & Co. KG Guarantor, the share capital (Stammkapital) of its general partner (Komplementär), in each case, as registered in the commercial register (Handelsregister).

(i)	Each Secured Party agrees, other than in accordance with the procedure set out in paragraph (vii) below, not to enforce any guarantee and/or indemnity under this Article XI granted, created or incurred by any German Guarantor (“German Guarantee”), if and to the extent the German Guarantee is for the obligations or liabilities of:
(A)	an Affiliate of that German Guarantor that is not a direct or indirect Subsidiary of that German Guarantor; or
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(B)	a direct or indirect Subsidiary of that German Guarantor if and to the extent such obligations or liabilities (including guarantees) secure obligations or liabilities of a member of the Group that is not a direct or indirect Subsidiary of that German Guarantor,
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(an “Up-Stream or Cross-Stream Guarantee”),

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if and to the extent such enforcement would cause the relevant German Guarantor’s Net Assets or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s Net Assets, to be reduced below zero or further reduced if already below zero.

(ii)	For the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows:
(A)	the amount of any increase of the stated share capital (Stammkapital) of the relevant German Guarantor or, in case of a German GmbH & Co. KG Guarantor, its general partner (Komplementär), after the date of this Agreement that has been effected without the prior written consent of the Administrative Agent or which is not permitted under this Agreement, shall be deducted from the relevant stated share capital;
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(B)	in case the stated share capital (Stammkapital) of that German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, its general partner (Komplementär), is not fully paid in, the amount by which the stated share capital (Stammkapital) exceeds the amount of the share capital paid in shall be deducted from the stated share capital (Stammkapital);
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(C)	indebtedness which is subordinated pursuant to section 39 sub-section 1 no. 5 or sub-section 2 of the German Insolvency Code (Insolvenzordnung) to any financial indebtedness outstanding under this Agreement or any other Loan Document shall be disregarded; and
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(D)	loans or other liabilities incurred in violation of the provisions of this Agreement or any other Loan Document shall be disregarded.
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(iii)	The relevant German Guarantor shall deliver to the Administrative Agent, within ten (10) Business Days after receipt from the Administrative Agent of a written notice stating that it intends to demand payment under the German Guarantee (an “Enforcement Notice”):
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(A)	a confirmation to what extent the guarantee and/or indemnity is an Up-Stream or Cross-Stream Guarantee; and
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(B)	an up-to-date balance sheet of the German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of that partnership and its general partner, together with a detailed calculation (reasonably satisfactory to the Administrative Agent) of the amount of the Net Assets of the relevant company taking into account the adjustments set forth in paragraph (ii) above, the amount of such Up-Stream or Cross-Stream Guarantee which cannot be enforced as it would otherwise cause its or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s, Net Assets to be reduced below zero or further reduced if already below zero and a statement if and to what extent a realization or other measures undertaken in accordance with the mitigation provisions set out in paragraph (vi) below would not prevent such situation (the “Management Determination”). The relevant German Guarantor shall fulfil its obligations under the German Guarantee and the Administrative Agent shall be entitled to enforce the German Guarantee in an amount which would, in accordance with the Management Determination, not cause the
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relevant German Guarantor’s or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s, Net Assets to be reduced below zero or further reduced if already below zero.

(iv)

Following the Administrative Agent’s receipt of the Management Determination, upon request by the Administrative Agent (acting reasonably) the relevant German Guarantor shall deliver to the Administrative Agent within thirty (30) Business Days of request an up-to-date balance sheet of the German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of that partnership and its general partner, drawn-up by an auditor appointed by the relevant German Guarantor in consultation with the Administrative Agent, together with a detailed calculation (reasonably satisfactory to the Administrative Agent) of the amount of the Net Assets of the relevant company taking into account the adjustments set forth in paragraph (ii) above, the amount of such Up-Stream or Cross-Stream Guarantee which cannot be enforced as it would otherwise cause its or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s, Net Assets to be reduced below zero or further reduced if already below zero and a statement if and to what extent a realization or other measures undertaken in accordance with the mitigation provisions set out in paragraph (vi) below would not prevent such situation (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared as of the date of the enforcement of the German Guarantee. The German Guarantor shall fulfil its obligations under the German Guarantee and the Administrative Agent shall be entitled to enforce the German Guarantee in an amount which would, in accordance with the Auditor’s Determination, not cause the relevant German Guarantor’s or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s, Net Assets to be reduced below zero or further reduced if already below zero.

(v)If the amount being enforceable under the German Guarantee pursuant to the Auditor’s Determination is lower than the amount being enforceable under the German Guarantee pursuant to the Management Determination and if, and to the extent that, the German Guarantee has been enforced up to the amount set out in the Management Determination, the Secured Parties shall upon written demand by the German Guarantor to the Administrative Agent repay any enforcement proceeds (if and to the extent already received by the relevant Secured Parties) to the relevant German Guarantor in an amount equal to the difference between the amount enforceable pursuant to the Management Determination and the amount enforceable pursuant to the Auditor’s Determination, provided that such demand for repayment is made by the relevant German Guarantor to the Administrative Agent within thirty (30) Business Days (Ausschlussfrist) of the delivery of the Auditor’s Determination. The Auditor’s Determination shall be binding for all the parties to this Agreement or any other Loan Document.

(vi)

Where a German Guarantor claims in accordance with the provisions of paragraphs (iii) to (v) above that the German Guarantee can only be enforced in a limited amount, each German Guarantor and, in the case of a German GmbH & Co. KG Guarantor, also its general partner, shall within two (2) months after a written request of the Administrative Agent realize, to the extent legally permitted and commercially justifiable with respect to the cost and effort involved, any and all of its assets which are not required for the relevant German Guarantor’s business (nicht betriebsnotwendig) and that are shown in the balance sheet with a book value (Buchwert) that is substantially lower than the market value of the relevant assets. The book value shall be deemed to be significantly lower than the market value, if the market value exceeds the book

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value by at least twenty (20) per cent. After the expiry of such two (2) months period, the relevant German Guarantor shall, within three (3) Business Days, notify the Administrative Agent of the amount of the net proceeds from the relevant sale and submit a statement with a new calculation of the amount of the Net Assets of the German GmbH Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of its general partner, taking into account such proceeds. Such calculation shall, upon the Administrative Agent’s request, be confirmed by the auditor within a period of thirty (30) Business Days following the request.

(vii)	The limitations set out in this sub-section (c) shall not apply:
(A)	to any amounts due and payable under the German Guarantee, which relate:
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(1)	to funds (including, but not limited to, Loans and Ancillary Facilities) which have been on-lent or otherwise made available to the relevant German Guarantor or to a Subsidiary of such German Guarantor and which are still outstanding or any other own liabilities of the relevant German Guarantor under this Agreement or any other Loan Document; or
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(2)	to letters of credit or similar instruments to the extent issued for the benefit of the relevant German Guarantor or any of its Subsidiaries and which are still outstanding; or
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(B)	for so long as the relevant German Guarantor has not complied with its obligations pursuant to paragraph (iii) through (vi) of this sub-section (c); or
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(C)	if the German Guarantor (as dominated entity and/or transferor) is subject to a domination and/or profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) with its shareholder on the date of the enforcement of the German Guarantee unless the German Guarantor has proven by way of a final (rechtskräftig) court judgement that the existence of a domination and/or profit and loss pooling agreement is not sufficient to disapply section 30 sub-section 1 sentence 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG) and any other provision of statutory law of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG), the German Stock Corporation Act (Aktiengesetz), the German Criminal Code (Strafgesetzbuch) or mandatory provisions of the German Civil Code (Bürgerliches Gesetzbuch) (together, the “Relevant Provisions”), in each case the breach of which would result in a personal or criminal liability of the managing directors of the German GmbH Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of the managing directors of its general partner, which has its basis (Ursprung) in the granting of an Up-Stream or Cross-Stream Guarantee. Each of the Secured Parties agrees that if court proceedings to obtain a final judgment in that respect has been initiated (anhängig) by the German Guarantor no later than twenty (20) Business Days after the Enforcement Notice (and such German Guarantor does not terminate such proceedings itself), they will only enforce the German Guarantee
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subject to the limitations set out in paragraphs (i) through (vi) above (the “Limitations on Enforcement”) until such proceedings have been settled by a final court judgment on the merits (Begründetheit) provided that if a judgement is rendered which is not based on the merits the Limitations on Enforcement shall only continue to be applicable if the German Guarantor initiates new court proceedings within twenty (20) Business Days of such judgment. Irrespective of the preceding sentences, a decision of the German Federal Supreme Court (Bundesgerichtshof) ruling on whether the existence of a domination and/or profit and loss pooling agreement is sufficient to disapply section 30 sub-section 1 sentence 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG) and any other Relevant Provisions to avoid any personal or criminal liability of the managing directors of the German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of the managing directors of its general partner in respect of the taking out of a guarantee or surety or providing of security interests for debt of the parent entity of the guarantor, the surety company or the security provider, respectively, or its direct or indirect subsidiaries, if these subsidiaries are not subsidiaries of the guarantor, surety company or security provider, respectively, shall be deemed as sufficient evidence as between the parties to this Agreement or any other Loan Document in respect of that question. In any case, however, the German Guarantor may only rely on this paragraph (vii)(C) if and to the extent the German Guarantor confirms in the Management Determination (and the auditors confirm in the Auditor’s Determination) that the German Guarantor’s claims for the reimbursement of losses (and indemnity claims which would arise following payment under the German Guarantee) against its direct or indirect shareholders would not be of substance (nicht werthaltig); or

(D)	if and to the extent the German Guarantor holds on the date of enforcement of the German Guarantee a valuable indemnity or claim for refund (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against its direct or indirect shareholder; or
(E)	if and to the extent payment under the German Guarantee would not result in a violation of the capital maintenance requirements set out in section 30 sub-section 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG) and would not otherwise result in a personal or criminal liability of the managing directors of the German GmbH Guarantor or, in the case of a German GmbH & Co. KG Guarantor, of the managing directors of its general partner as a result of a breach of statutory obligations under any of the Relevant Provisions, which has its basis (Ursprung) in the granting of Up-Stream or Cross-Stream Guarantees.
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(viii)	No reduction of the amount enforceable under any German Guarantee in accordance with the above limitations will prejudice the rights of the Secured Parties to continue enforcing such German Guarantee (subject always to the restrictions set out in this sub-section (c) at the time of such enforcement) until full and irrevocable satisfaction of the amounts owing under the guaranteed and/or indemnified claims.
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Notwithstanding anything to the contrary in this Agreement, this sub-section (c) and any rights and/or obligations arising out of it shall be governed by, and shall be construed and enforced in accordance with, German law.

Section 11.08

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, so long as the Borrowers shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.08 in accordance with the relevant provisions of the Collateral Documents.

When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and Secured Obligations not yet due and payable pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Secured Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Secured Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 11.09

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 11.10

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.10, or otherwise under this Guarantee, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.10 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP

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Guarantor intends that this Section 11.10 constitute, and this Section 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(1l) of the Commodity Exchange Act.

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Schedule 1.01A

Commitments

Dollar Tranche B Term Loan Commitments

	<br><br>	<br><br><br><br><br><br>
Lender	Dollar Tranche B Term<br><br>Loan Commitments	Dollar Tranche B Term<br><br>Loan Commitments Pro<br><br>Rata Share<br><br>
Bank of America, N.A.	$2,000,000,000	100%
Total:	$2,000,000,000	100%

Euro Tranche B Term Loan Commitments

	<br><br>	<br><br><br><br><br><br>
Lender	Euro Tranche B Term Loan<br><br>Commitments	Euro Tranche B Term Loan<br><br>Commitments Pro Rata<br><br>Share<br><br>
Bank of America Europe<br>Designated Activity Company	€1,250,000,000	100%
Total:	€1,250,000,000	100%

Letter of Credit Commitments and Revolving Commitments

	<br><br><br><br>	<br><br>	<br><br><br><br>
Lender	Letter of<br><br>Credit<br><br>Commitment	Revolving<br><br>Commitments	Revolving<br><br>Commitments<br><br>Pro Rata Share
Bank of America<br>Europe Designated<br>Activity Company	$0.00	$206,500,000	10.000000000%
JPMorgan Chase<br>Bank N.A., London<br>Branch	$0.00	$206,500,000	10.000000000%
Banco Santander,<br>S.A.	$0.00	$171,100,000	8.285714286%
DNB Sweden AB	$0.00	$171,100,000	8.285714286%
Citibank Europe	$0.00	$159,300,000	7.714285714%


PLC
Commerzbank <br>Aktiengesellschaft	$0.00	$159,300,000	7.714285714%
Deutsche Bank <br>Luxembourg S.A.	$0.00	$159,300,000	7.714285714%
Goldman Sachs <br>Bank Europe SE	$0.00	$159,300,000	7.714285714%
HSBC Continental <br>Europe S.A.	$0.00	$159,300,000	7.714285714%
Landesbank Hessen-<br>Thüringen <br>Girozentrale	$0.00	$159,300,000	7.714285714%
UBS AG London<br>Branch	$0.00	$159,300,000	7.714285714%
ING Bank N.V.,<br>Sucursal en España	$0.00	$118,000,000	5.714285714%
Banque Nomura <br>France	$0.00	$76,700,000	3.714285714%
TOTAL:	$0.00	$2,065,000,000	100%

Schedule 1.01D

Agreed Security Principles

**(A)**Considerations

In determining whether any guarantees and whether (or what) Collateral will be provided in support of the Obligations the following matters will be taken into account:

(a)	guarantees shall not be granted and Collateral shall not be created or perfected to the extent that it would result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions) of any applicable jurisdiction;
(b)	guarantees shall not be granted and Collateral shall not be created or perfected to the extent that it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention of their fiduciary duties and/or of civil or criminal liability;
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(c)	guarantees shall not be granted and Collateral shall not be created or perfected to the extent that it would result in costs that, in the opinion of the Borrower Representative (acting reasonably), would not be proportionate to the benefit obtained by the beneficiaries of that Collateral;
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(d)	specific provisions of local law and/or market practice as advised by the advisors to the Borrowers;
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(e)	guarantees shall not be granted and the Collateral shall not be created or perfected to the extent that the ability of the company to provide such guarantees and/or security to Secured Parties would have an adverse effect on the ability of the relevant company to conduct its operations and business in the ordinary course as permitted by the Loan Documents or consistent with past practice;
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(f)	if in a jurisdiction security over an asset or a class of assets can be taken by way of an undisclosed document and by way of a disclosed document, security shall be taken by way of an undisclosed document if such undisclosed document does not result in a material decrease (relative to a disclosed document) in the qualities or strength of such security;
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(g)	if in a jurisdiction security over an asset or a class of assets can be taken by way of an unregistered document and by way of a registered document, security shall be taken by way of an unregistered document if such unregistered document does not result in a material decrease (relative to a registered document) in the qualities or strength of such security;
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(h)	the commercial sensitivities related to the taking of a disclosed security interest over trade receivables;
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(i)	in certain circumstances, a general meeting, supervisory board, works council or another external body’s or person’s consent or advice may be required to enable a company to grant a guarantee or create Collateral and in such case, such guarantee and/or Collateral shall not be required (i) unless such consent has been received or, in the case of a works council, that works council has provided neutral or positive advice or (ii) if the relevant consent and/or advice is conditional and contains conditions which can’t reasonably be complied with;
(j)	any assets subject to third party arrangements (including contracts, lease, licences, instruments, leasehold, intellectual property rights, joint ventures and minority shareholdings) which are not prohibited by the Loan Documents and which prevent those assets, to the extent such assets could otherwise be charged in accordance with these Agreed Security Principles, from being charged or assigned (or assets which, if charged or assigned, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of any Group Member in respect of those amounts or require any Group Member to take any action materially adverse to the interests of any Group Member) will be excluded from the relevant security document provided that reasonable endeavours to obtain consent to charging any such assets shall be used by Parent or the relevant Group Member for a period of not more than 20 Business Days if the relevant asset is material and the Parent determines in good faith that such endeavours will not have an adverse impact on relationships with third parties or result in any material costs being incurred;
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(k)	no Group Member will be required to give guarantees or enter into any Security Documents if they are non-wholly owned by other Group Members;
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(l)	any Security Document or other Loan Document will only be required to be notarised and/or registered if required under local law in order for the relevant security interests to be created or admissible in evidence;
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(m)	any assets which are not legally and beneficially owned by the relevant Group Member or which are not (other than the shares in any Loan Party or blood plasma inventory) located in the jurisdiction of incorporation of the grantor will be excluded from any guarantee or Security Document (and, to the extent so included, no perfection, filling, registration or other action will be required with respect to any such assets);
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(n)	all security (other than any required share security over any of its Loan Party subsidiaries, which will be governed by the law of the place of incorporation of that subsidiary) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Guarantor;
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(o)

it may be either impossible or impractical to create security interests over certain categories of assets in which event they will not form part of the Collateral; and

(p)

the Secured Parties (or any agent or similar representative appointed by them at the relevant time) will not be able to exercise any power of attorney or set-off granted to them under the terms of the Loan Documents prior to the relevant security becoming enforceable (unless the use of power of attorney is for creating or perfecting the relevant security where the relevant chargor has failed to take any such action and the Collateral Agent has given 10 Business Days written notice to the chargor of such failure).

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For the avoidance of doubt, in these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any Collateral, stamp duties, out-of-pocket expenses, legal and/or notarial fees and expenses and other reasonable and documented fees and expenses directly incurred by the relevant grantor of Collateral or any of its direct or indirect owners, subsidiaries or Affiliates.

Before incurring material legal fees, disbursements, registration costs, taxes, notarial fees and other costs and expenses relating to the granting of security, the Collateral Agent will consult with Parent in respect of the incurrence of such fees, costs and expenses, taking into account the requirements of these Agreed Security Principles.

The Loan Parties will not be required to pay the cost of any re-execution, notarisation, re registration, amendment or other perfection requirement for any Collateral on any assignment or transfer and such cost or fee shall be for the account of the transferee or assignee Lender, and no action will be required to be taken in relation to the guarantees or security when any Lender assigns or transfers any of its participation to a new lender (unless it is entered into at the written request of the Parent).

It is acknowledged and agreed that the (A) only Collateral required to be delivered as of the Closing Date by the Foreign Loan Parties are (i) the Equity Interests issued by (1) the Irish Borrower, (2) Grifols Worldwide Operations USA, Inc., (3) Grifols Shared Services North America, Inc., (4) Grifols Worldwide Operations Limited and (ii) the blood plasma inventory of Grifols Worldwide Operations Limited located or held in the United States; (B) following Collateral shall be delivered within 30 days from Closing Date by the Foreign Loan Parties: (i) the Equity Interests issued by (1) each Spanish Loan Party (other than the Parent); and (2) Grifols Biotest Holdings GmbH (it being understood that such Collateral with respect to this clause (2) shall be in the form of a subsequent ranking share pledge agreement materially in the form of the existing share pledge agreements relating to the shares in Grifols Biotest Holdings GmbH) and (ii) the blood plasma inventory of Grifols Worldwide Operations Limited located or held in Spain; and (C) Spanish Security Documents shall secure Obligations arising in respect of the Loans, but shall not secure obligations under any Secured Hedge Agreement.

**(B)**Obligations to be Secured

1.	Subject to (A) (Considerations) and to paragraph 2 below, the obligations to be secured are the Secured Obligations (as defined below). The Collateral is to be granted in favor of the Collateral Agent on behalf of each Secured Party.

For ease of reference, the following definitions should, to the extent legally possible, be incorporated into each Security Document (with the capitalized terms used in them having the meaning given to them in the Credit Agreement):

“Secured Obligations” means, collectively, the Obligations, the Cash Management Obligations and all obligations owing to the Secured Parties by Parent or any Restricted Subsidiary under any Secured Hedge Agreement (but excluding in any event Excluded Swap Obligations).

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swing Line Lender, the Hedge Banks and each co agent or sub agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

2.The secured obligations will be limited:

2.1	to avoid any breach of corporate benefit, financial assistance, fraudulent preference, thin capitalization rules or the laws or regulations (or analogous restrictions) of any applicable jurisdiction;
2.2	to avoid any risk to officers of the relevant member of the Group that is granting the Collateral of contravention of their fiduciary duties and/or civil or criminal or personal liability;
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2.3	to the extent necessary or reasonably desirable to comply with local legal requirements and recommended tax structuring; and
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2.4	to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee, tax or duty where registration, notarial or other fees are payable by reference to the stated amount secured in which case, any asset security granted by that Guarantor shall be limited to the maximum recoverable amount under the guarantee.
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**(C)**General

Where appropriate, defined terms in the Security Documents should mirror those in this Agreement.

The form of guarantee is set out in Article XI (Guarantee) of this Agreement and, with respect to any additional Guarantor, is subject to any limitations set out in the joinder to this Agreement applicable to such additional Guarantor.

Each Security Document shall be completed, to the extent possible, as soon as practicable and shall comply with the requirements and legal formalities under local law, to ensure full and prompt enforceability.

The Collateral shall, to the extent possible under local law, be enforceable on the Administrative Agent declaring any amounts under the Loan Documents immediately due and payable following the occurrence of an Event of Default which is continuing in accordance with Section 8.02 (and provided that such declaration has not been remedied, waived or withdrawn).

The provisions of each Security Document will not impose additional covenants, obligations or representations on the relevant obligors unless necessary to create, register or perfect security.

**(D)**Undertakings/Representations and Warranties/Other Terms

Any representations, warranties or undertakings shall only be included in any Security Document to the extent necessary to create, register or perfect the Collateral granted to the Secured Parties and, if so included, shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) the commercial deal set out in this Agreement and shall not repeat, extend or expand the scope of the representations, warranties or undertakings as compared to those set out in this Agreement.

The provisions of each Security Document will not be unduly burdensome on any Guarantor or interfere unreasonably with the operation of its business or have a material adverse effect on the commercial reputation of any Group Member and will be limited to those required to create or maintain effective security and not impose commercial obligations.

No lists or other information in respect of any assets will be required to be provided, except if required by local law to perfect or register the security or at a time when the security has become enforceable in accordance with its terms (and in each case, on the Collateral Agent’s reasonable request).

Security Documents will, where possible and practical, automatically create security over future assets of the same type as those already forming part of the Collateral and where local law requires supplemental pledges to be delivered in respect of future acquired assets in order for effective security to be created over that class of asset, such supplemental pledges shall be provided only upon the reasonable request of the Collateral Agent and at intervals no more frequently than annually.

In the Security Documents there will be no repetition or extension of clauses set out in this Agreement including those relating to notices, cost and expenses, indemnities, tax gross up, distribution of proceeds and release of security save to the extent required by law or regulation.

The Security Documents should not operate so as to prevent transactions that are permitted under the Loan Documents or require additional consents or authorisations and each Security Document (other than any Security Document governed by German law and required to be notarised) shall state that, in the event of a conflict between the terms of that Security Document and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail.

(E)SHARES OR OTHER EQUITY INSTRUMENTS

(a)A Loan Party shall grant security over the Equity Interests in other Loan Parties only, subject to the general principles set out in these Agreed Security Principles. Charges over Equity Interests in joint ventures or other non wholly owned entities shall not be required. For the avoidance of doubt, an entity is wholly owned if all of its Equity Interests are owned by another member (or other members) of the Group.

(b)The Security Documents will be governed by the laws of the jurisdiction of incorporation of the Loan Party whose shares are being secured and not by the law of the jurisdiction of incorporation of the grantor of the security.

(c)Until the security interests have become enforceable in accordance with their terms, the grantor of the security interest will be permitted to retain and to exercise all voting rights and powers to any shares and other related rights charged by it and receive, own and retain all assets and proceeds in relation thereto without restriction or condition.

(d)Prior to enforcement of the relevant security interests, the company whose shares have been charged will be permitted to pay dividends. Upon enforcement only, and provided that this is consistent with market standards, any economic right arising from the shares shall be deposited in the account designated by the Secured Parties (or the relevant agent) and such account shall be pledged in favor of the Secured Parties.

(e)With respect to any security documents governed by Irish or German law, the share certificate (or other documents evidencing or representing title to the relevant shares), if any, blank share transfer form and irrevocable proxy (the “Share Documents”) shall be provided to the Collateral Agent on the date of the agreement creating any share security by any charging Loan Party (or, thereafter, within 20 Business Days of the creation of any such security, it being understood, for the avoidance of doubt, that if the provision of the Share Documents to the Collateral Agent is required for the creation and/or perfection of the share security, the Share Documents shall be provided to the Collateral Agent on the date of the agreement creating the relevant share security).

(f)With respect to any security documents governed by Spanish law, the share certificate (or other documents evidencing or representing title to the relevant

shares) shall be provided to the Collateral Agent on the date the security interest is executed, unless such certificates are not available on signing, in which case they shall be provided no later than 20 Business Days following, the granting of any share security by any charging Loan Party.

(g)If applicable under local law and customary in accordance with local market practice (other than as specified in clauses (e) or (f), the share certificate (or other documents evidencing or representing title to the relevant shares) shall be provided to the Collateral Agent no later than 20 Business Days following the granting of any share security by any charging Loan Party and only where the provision of such document is required for the effective creation and/or perfection of such security interests.

Notwithstanding anything in the Agreed Security Principles to the contrary, the parties agree that the Collateral Documents to be entered into on the Closing Date or in accordance with Section 6.13(b) shall be in the form agreed to among the Administrative Agent and the Borrower.

Schedule 5.08

Environmental Matters

None

Schedule 5.21

Subsidiaries

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Diagnostic Grifols, S.A.	Spain	— %	55.000 %	55.000 %
Instituto Grifols, S.A.	Spain	99.998 %	0.002 %	100.000 %
Laboratorios Grifols, S.A.	Spain	99.999 %	0.001 %	100.000 %
Biomat, S.A.	Spain	99.900 %	0.100 %	100.000 %
Grifols Engineering, S.A.	Spain	99.950 %	0.050 %	100.000 %
Biomat USA, Inc.	US - DE	— %	80.000 %	80.000 %
Grifols Biologicals, LLC.	US - DE	— %	100.000 %	100.000 %
Grifols Australia Pty Ltd.	Australia	100.000 %	— %	100.000 %
Medion Grifols Diagnostic <br>AG	Switzerland	— %	55.000 %	55.000 %
Grifols Therapeutics, LLC.	USA -Delaware	— %	100.000 %	100.000 %
Grifols Worldwide <br>Operations Limited	Ireland	100.000 %	— %	100.000 %
Progenika Biopharma, S.A.	Spain	99.990 %	0.010 %	100.000 %
Grifols Diagnostics <br>Solutions, Inc.	USA - Delaware	— %	55.000 %	55.000 %
Grifols Worldwide <br>Operations USA Inc.	USA - Delaware	— %	100.000 %	100.000 %

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Grifols Asia Pacific Pte, <br>Ltd.	Singapore	100.000 %	— %	100.000 %
Grifols Movaco, S.A.	Spain	99.999 %	0.001 %	100.000 %
Grifols Portugal Productos <br>Farmacéuticos e <br>Hospitalares, Lda.	Portugal	0.010 %	99.990 %	100.000 %
Grifols Chile, S.A.	Chile	99.000 %	1.000 %	100.000 %
Grifols USA, LLC.	USA - Florida	— %	100.000 %	100.000 %
Grifols Argentina, S.A.	Argentina	95.010 %	4.990 %	100.000 %
Grifols s.r.o.	Czech Republic	100.000 %	— %	100.000 %
Grifols (Thailand), Ltd.	Thailand	— %	48.000 %	48.000 %
Grifols Malaysia Sdn Bhd	Malaysia	— %	100.000 %	100.000 %
Grifols International, S.A.	Spain	99.998 %	0.002 %	100.000 %
Grifols Italia, S.p.A	Italy	100.000 %	— %	100.000 %
Grifols UK, Ltd.	United Kingdom	100.000 %	— %	100.000 %
Grifols Brasil, Lda.	Brasil	100.000 %	0.000 %	100.000 %
Grifols France, S.À R.L.	France	99.990 %	0.010 %	100.000 %
Grifols Polska Sp.z.o.o.	Poland	100.000 %	— %	100.000 %

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Grifols México, S.A. de <br>C.V.	Mexico	99.999 %	0.001 %	100.000 %
Grifols Nordic, AB	Sweden	100.000 %	— %	100.000 %
Grifols Deutschland GmbH	Germany	100.000 %	— %	100.000 %
Grifols Canada, Ltd.	USA - California	100.000 %	— %	100.000 %
Grifols Pharmaceutical <br>Technology (Shanghai) <br>Co., Ltd.	People’s Republic of China	100.000 %	— %	100.000 %
Grifols (H.K.), Limited	Hong-Kong	— %	55.000 %	55.000 %
Grifols Japan K.K.	Japan	100.000 %	— %	100.000 %
Grifols India Healthcare <br>Private Ltd.	India	99.984 %	0.016 %	100.000 %
Grifols Diagnostics <br>Equipment Taiwan Limited	Taiwan	100.000 %	— %	100.000 %
Grifols Viajes, S.A.	Spain	99.900 %	0.100 %	100.000 %
Squadron Reinsurance <br>Designated Activity <br>Company	Ireland	— %	100.000 %	100.000 %
Grifols Shared Services <br>North America, Inc.	USA - Virginia	100.000 %	— %	100.000 %
Araclon Biotech, S.L.	Spain	— %	77.118 %	77.118 %
Grifols Innovation and <br>New Technologies Limited	Ireland	— %	100.000 %	100.000 %
Kiro Grifols S.L.	Spain	99.700 %	0.300 %	100.000 %

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Aigües Minerals de <br>Vilajuiga, S.A.	Spain	99.990 %	0.010 %	100.000 %
Grifols Bio Supplies Inc. <br>(formerly Interstate Blood <br>Bank, Inc.)	USA – Tennessee	— %	100.000 %	100.000 %
Haema Plasma Kft.	Hungary	— %	80.400 %	80.400 %
Alkahest, Inc.	USA – Delaware	— %	100.000 %	100.000 %
Grifols Canada <br>Therapeutics Inc. (formerly <br>Green Cross <br>Biotherapeutics, Inc.)	Canada	0.020 %	99.980 %	100.000 %
Grifols Laboratory <br>Solutions, Inc.	USA – Delaware	— %	100.000 %	100.000 %
Grifols Korea Co., Ltd.	Korea	100.000 %	— %	100.000 %
Grifols Middle East & <br>Africa LLC	Egypt	99.9996 %	0.0004 %	100.000 %
GigaGen Inc.	USA – Delaware	— %	100.000 %	100.000 %
Grifols Bio North America, <br>LLC	USA – Delaware	— %	100.000 %	100.000 %
Biomat Holdings, LLC	USA – Delaware	— %	100.000 %	100.000 %
Biomat Holdco, LLC.	USA – Delaware	— %	100.000 %	100.000 %
Biomat Newco, Corp.	USA – Delaware	— %	91.400 %	91.400 %
Grifols Canada Plasma II, <br>Inc. (formerly Grifols <br>Canada Plasma Inc.)	Canada	— %	100.000 %	100.000 %

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Grifols Canada Plasma – <br>Ontario Inc. (formerly <br>Canada Inc.)	Canada	— %	100.000 %	100.000 %
Albimmune, S.L.	Spain	— %	51.000 %	51.000 %
Biotest, AG	Germany	26.195 %	54.206 %	80.401 %
Biotest Austria, GmbH	Austria	— %	80.400 %	80.400 %
Biotest (Schweiz) AG	Switzerland	— %	80.400 %	80.400 %
Biotest Hungaria Kft	Hungary	— %	80.400 %	80.400 %
Biotest Hellas M.E.P.E.	Greece	— %	80.400 %	80.400 %
Biotest Pharmaceuticals <br>Ilaç Pazarlama Anonim <br>Sirketi	Turkey	— %	80.400 %	80.400 %
Biotest Pharma, GmbH	Germany	— %	80.400 %	80.400 %
Biotest Lux, S.à.r.l.	Luxemburg	— %	80.400 %	80.400 %
Biotest <br>Grundstücksverwaltungs <br>GmbH	Germany	— %	80.400 %	80.400 %
Plasma Service Europe <br>GmbH	Germany	— %	80.400 %	80.400 %
Cara Plasma s.r.o.	Czech Republic	— %	80.400 %	80.400 %
Plazmaszolgálat Kft	Hungary	— %	80.400 %	80.400 %
Biotest MidCo GmbH	Germany	100.000 %	— %	100.000 %

Subsidiaries (as of 3/31/2026)
		% of the share capital owned
Name	Jurisdiction	Direct	Indirect	Total
Biotest Management <br>GmbH	Germany	— %	100.000 %	100.000 %
Grifols Biotest Holdings <br>GmbH	Germany	100.000 %	— %	100.000 %
AlbaJuna Therapeutics, S.L	Spain	— %	100.000 %	100.000 %
Grifols Regional <br>Headquarters Company	Saudi Arabia	100.000 %	— %	100.000 %
Grifols International <br>Services USA, Inc.	USA - Delaware	— %	100.000 %	100.000 %
Grifols International <br>Services Designated <br>Activity Company	Ireland	100.000 %	— %	100.000 %

Schedule 6.31(b)

Post-Closing Matters

1.	The Spanish pledge over shares in Instituto Grifols, S.A., the Spanish pledge over shares in Grifols International, S.A. and the Spanish non-possessory pledge over blood plasma inventories shall be formalized as a Spanish Public Document before a Spanish public notary within 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), and all actions contemplated in the corresponding deed of pledge in connection with the perfection of the pledge shall be carried out simultaneously with the execution thereof or no later than five (5) Business Days from such execution.
2.	The Borrowers shall deliver or cause to be delivered to the Collateral Agent evidence of registration of the pledge over blood plasma inventories granted by Grifols Worldwide Operations Limited with the Spanish Moveable Property Registry (Registro de Bienes Muebles) within 180 days after Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion).
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3.	The German pledge over all the shares in Grifols Biotest Holdings GmbH shall be executed and notarized before a German notary public within 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), and all actions contemplated in the corresponding deed of pledge in connection with the perfection of the pledge shall be carried out simultaneously with the execution thereof or no later than five (5) Business Days from such execution.
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4.	The Irish Borrower shall file or cause to be filed in the Irish Companies Registration Office, three Forms C6 in order to document the release in the Irish Companies Registration Office of the security created by Grifols Worldwide Operations Limited on 15 November 2019 in connection with Existing Credit Facility and the 2.250% Senior Secured Notes. These filings will be made (with the assistance of the Collateral Agent or its counsel) as soon as possible after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion). The Irish Borrower shall provide evidence of such filings as soon as possible following receipt (to the extent that it is the Irish Borrower or its counsel who makes such filings).
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5.	The Irish Borrower shall file or cause to be filed with the Irish Companies Registration Office, two Forms C1 in order to perfect the security created by Grifols Worldwide Operations Limited under (i) the U.S. Pledge and Security Agreement; and (ii) the Spanish Security Document to which it is a party. These filings will be made (with the assistance of the Collateral Agent or its counsel in completing such Forms C1) as soon as possible after the Closing Date and, in any event, no later than 21 days after the date of entry into the relevant Collateral Document. The Irish Borrower shall promptly provide evidence of such filing upon receipt (to the extent that it is the Irish Borrower or its counsel who makes such filings).
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6.	The Irish Borrower shall file or cause to be filed with the Irish Revenue Commissioners, two notices under Section 1001 of the TCA in connection with the security created by Grifols Worldwide Operations Limited under (i) the US Pledge and Security Agreement; and (ii) the Spanish Security Document to which it is a party. These filings will be made (with the assistance of the Collateral Agent or its counsel) as soon as possible after the Closing Date and, in any event, no later than 21 days after the date of entry into the relevant Collateral Document. The Irish Borrower shall promptly provide evidence of such filing upon receipt (to the extent that it is the Irish Borrower or its counsel who makes such filings).
7.	The Borrowers shall deliver or cause to be delivered to the Administrative Agent, within 90 days after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), insurance certificates and other insurance deliverables required pursuant to Section 6.07 of the Credit Agreement that are reasonably satisfactory to the Administrative Agent together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under such Section 6.07.
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8.	The Borrowers shall deliver or cause to be delivered to the Collateral Agent evidence of granting by the European Investment Bank of the payoff letter and corresponding release/cancellation documents securing the 2015, 2017 and 2018 EIB loans within 90 days after Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion).
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9.	The Borrowers shall deliver or cause to be delivered to the Collateral Agent evidence of granting by the collateral agent under the 2.250% Senior Secured Notes Indenture of the release/cancellation documents of the corresponding Liens securing the 2.250% Senior Secured Notes, within 90 days after Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion).
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Schedule 6.17

Affiliate Transactions

1.	Call option to repurchase 100% of Haema GmbH and BPC Plasma, Inc. through Grifols Shares Services North America, Inc. (for the shares of BPC Plasma Inc) and Grifols Worldwide Operations Limited (for the shares of Haema AG).
2.	Euro 11 million of open balance of the cash pooling that Haema GmbH and BPC Plasma, Inc. have with Scranton Plasma B.V.
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3.	Euro 124 million loan granted to Scranton Enterprises BV by the Group related to the payment of the sale of the shares of BPC Plasma, Inc. and Haema, GmbH
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4.	Canadian Dollar 15 million loan between Grifols Worldwide Operations Limited (as lender) and Grifols Canada Plasma Corp. (as borrower), as part of the acquisition of Grifols Canada Plasma Corp.
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5.	Lease agreement with Centurion Real State, S.A.U. corresponding to the office buildings of Grifols in Sant Cugat del Vallès.
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Schedule 7.01(b)

Existing Liens

Mortgage Liens

1.Mortgage over North Carolina premises (Clayton), securing the 2017 and 2018 EIB loans (currently in process of release)

Other Liens

1.	Share pledge over the Guarantors (other than the Borrowers) securing the 2015, 2017 and 2018 EIB loans (currently in process of release)
2.	Pledge over trademarks in the US owned by US Loan Party securing the 2015, 2017 and 2018 EIB loans (currently in process of release)
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3.	Pledge over patents in the US owned by US Loan Party securing the 2015, 2017 and 2018 EIB loans (currently in process of release)
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4.	Non possessory pledge over blood plasma products owned by Grifols Worldwide Operations Limited in Spain securing the 2015, 2017 and 2018 EIB loans (currently in process of release)
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5.	All assets floating charge over the assets in the US owned by US Loan Party securing the 2015, 2017 and 2018 EIB loans (currently in process of release)
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Schedule 7.02(f)

Existing Investments

Investor	Investee/Borrower	% Stake	Due Date	Acquisition Value
Grifols Worldwide <br>Operations Limited	Scranton Enterprises<br>B.V.	-	28 December 2026, extendable to 28 June 2027	Vendor loan, originally dated December 2018, for an original amount of USD 95M, as increased by additional EUR 35M in 2022
Grifols Worldwide <br>Operations Limited	Grifols Egypt for <br>Plasma Derivatives <br>S.A.E.	49.00%	Not Available	The company has committed to additionally contribute USD 44M in 2026, USD 39M in 2027, and USD 15M in 2028
Grifols Worldwide <br>Operations Limited	Grifols Egypt for <br>Plasma Derivatives <br>S.A.E.	49.00%	Not Available	Call option to purchase 51% of the shares of Grifols Egypt for Plasma Derivatives S.A.E.
Grifols Shared <br>Services North <br>America, Inc. / <br>Grifols Worldwide <br>Operations Limited	Haema, GmbH / BPC <br>Plasma, Inc.	100%	Not Available	Call option to repurchase 100% of the shares of BPC Plasma, Inc. (through Grifols Shared Services North America, Inc.) and Haema, GmbH (through Grifols Worldwide Operations Limited). The value of the exercise of the repurchase option is calculated as follows: (i) price at which Grifols Shares Services North America Inc (for the shares of BPC Plasma Inc) and Grifols Worldwide Operations Limited (for the shares of Haema GmbH) sold the shares (in total EUR 538 million), plus (ii) the change in working capital.


Investor	Investee/Borrower	% Stake	Due Date	Acquisition Value
Grifols S.A. / <br>Instituto Grifols <br>S.A.	Manufacturing and <br>wherehouse premises <br>in Lliçà (Barcelona)	100%	Estimated <br>by end of <br>2030	EUR 300 million.
Grifols Canada <br>Therapeutics Inc.	Manufacturing <br>premises in Montreal	100%	Estimated <br>by end of <br>2030	EUR 222 million.

Schedule 7.03(b)

Existing Indebtedness

1.The following financial leases (exceeding USD 50 million or its equivalent in other currency):

ENTITY	CLASS OF ASSET	AMOUNT
Biomat Holdings LLC	Total	USD 181,562,212
	Computer equipment	USD 76,476.17
	Construction	USD 181,485,735.83

Biomat USA Inc.	Total	USD 569,253,028,6
	Computer equipment	USD 11,274.53
	Construction	USD 567,766,574.8
	Machinery	USD 1,209,896.75
	Vehicles	USD 265,282.52

BPC Plasma Inc.	Total	USD 58,082,148.63
	Construction	USD 58,054,599.67
	Vehicles	USD 27,548.96

Grifols S.A.	Total	EUR 89,976,423.94
	Computer equipment	EUR 1,142,852.74
	Construction	EUR 88,708,918.23
	Machinery	EUR 73,893.76
	Vehicles	EUR 50,759.21

Grifols Shared Services N.A. Inc.	TOTAL	USD 70,229,248,44
	Computer equipment	USD 36,835.49
	Construction	USD 69,841,883.19
	Vehicles	USD 350,529.76

Schedule 7.08

Burdensome Agreements

1.	The 2.250% Senior Secured Notes Documents
2.	The 7.125% Senior Secured Notes Documents
---	---
3.	The 7.500% Senior Secured Notes Documents
---	---

Schedule 10.02

Administrative Agent’s Office, Certain Addresses for Notice

Administrative Agent:

Administrative Agent’s Office

(for Payments and Requests for Credit Extensions):

Bank of America, N.A.

BUILDING B

7105 CORPORATE DR

Mail Code: TX2-981-02-29

PLANO, TX 75024

Attention: Asha Nellameli

Telephone: PLANO, TX 75024

Electronic Mail: asha.nellameli@bofa.com

Account No.: 1366072250600

ABA# 026009593

SWIFT (If required): BOFAUS3N

Ref: Grifols International Services Designated Activity Company

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

540 W Madison St

Mail Code: IL4-540-20-38

City, State ZIP Code

Attention: Angela Larkin

Telephone: 312-828-3882

Facsimile: 877-206-8409

Electronic Mail: angela.larkin@bofa.com

Collateral Agent:

Bank of America, N.A.

NC1-026-06-09

Attn: Doc Retention

Gateway Village-900 Building

900 W Trade St

Charlotte, NC 28255

Administrative Agent Account Instructions:

USD PAYMENT INSTRUCTIONS:

Pay to: Bank of America, N.A.

ABA # 026009593

New York, NY

Account #: 1366072250600

Attn: Wire Clearing Acct for Syn Loans - LIQ

Ref: Grifols International Services Designated Activity Company

EUR PAYMENT INSTRUCTIONS:

Beneficiary Bank: Bank of America NT and SA (Swift ID: BOFAGB22) Beneficiary Account Number: GB89 BOFA 1650 5095 687029 Beneficiary: Bank of America NA

L/C ISSUERS:

Bank of America

26 Elmfield Road,

Bromley,

United Kingdom

BR1 1LR

T +44 (0)20 8313 2421

Email: emea.tradefinance@bofa.com

Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attention: Mike Grizzanti

Telephone: (570) 496-9619

Facsimile: (800) 755-8743

Electronic Mail: tradeclientserviceteamus@bofa.com

Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attn: John Yzeik

Telephone: (570) 496-9619

Facsimile: (800) 755-8743

Electronic Mail: john.p.yzeik@bofa.com

SWING LINE LENDER:

Bank of America, N.A. BUILDING B 7105 CORPORATE DR Mail Code: TX2-981-02-29 PLANO, TX 75024 Attention: Asha Nellameli Telephone: PLANO, TX 75024 Electronic Mail: asha.nellameli@bofa.com

Account No.: 1366072250600 ABA# 026009593

SWIFT (If required): BOFAUS3N

Ref: Grifols International Services Designated Activity Company

EXHIBIT A-1

[FORM OF] COMMITTED LOAN NOTICE

Date:[·]^1^

To:	[Bank of America, N.A.

Building B

7105 Corporate Dr

Mail Code: TX2-981-02-29

Plano, TX 75024]

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and

^1^

The Borrower Representative must notify the Administrative Agent in writing, which may be delivered by email, of each Term Borrowing, Revolving Credit Borrowing, conversion of Term Loans or Revolving Credit Loans from one Type to another, and continuation of Term Benchmark Loans. Such notice must be received (and will not be effective until accompanied by a duly completed and signed Committed Loan Notice from a Responsible Officer of the Borrower Representative) no later than: (1) 11:00 a.m. (Eastern time) three (3) Business Days prior to the requested date of any Borrowing of Term Benchmark Loans or SONIA Rate Loans, any Borrowing of Initial Term Loans as Base Rate Loans or as EURIBOR Rate Loans, any continuation of Term Benchmark Loans, any conversion of Base Rate Loans to Term SOFR Rate Loans, or any conversion of Term SOFR Rate Loans to Base Rate Loans; (2) 9:00 a.m. (Eastern time) on the requested Borrowing date for any Borrowing of Base Rate Loans by the U.S. Borrower (other than any Borrowing of Initial Term Loans as Base Rate Loans); and (3) 11:00 a.m. (Eastern time) one (1) Business Day prior to the requested Borrowing date for any Borrowing of Base Rate Loans by the Irish Borrower. For Revolving Credit Loans denominated in an Other Foreign Currency, the Borrower Representative must deliver such notice no later than 11:00 a.m. (Eastern time) three (3) Business Days prior to the requested Borrowing date (or five (5) Business Days in the case of Revolving Credit Loans denominated in a Special Notice Currency); provided, that if a Borrower wishes to request Loans denominated in a Other Foreign Currency having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. Eastern time five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such borrowing, conversion or continuation of Loans denominated in a Other Foreign Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest period is acceptable to all of them; provided, further, that not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Loans denominated in a Other Foreign Currency, the Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.

A-1-1

the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The [U.S. Borrower][Irish Borrower] hereby gives you notice pursuant to [Section 2.02 of the Credit Agreement that it requests a Borrowing under the Credit Agreement and that, in connection with such request, set forth below are the terms on which the Borrowing is requested to be made][Section 2.02 of the Credit Agreement that it requests a [conversion of Loans made on [●]][continuation of [EURIBOR Rate Loans][Term CORRA Rate Loans][Term SOFR Rate Loans] made on [●]], and in connection therewith sets forth below the information relating to such [conversion of Loans][continuation of [EURIBOR Rate Loans][Term CORRA Rate Loans][Term SOFR Rate Loans]] as required by Section 2.02 of the Credit Agreement]:


1.	Class of Loans to be [borrowed][continued][converted]^2^


2.	Date of [Borrowing][conversion][continuation] (which is a Business Day)


3.	Principal amount^3^

4.	Type of Loans^4^ comprising Borrowing

5.	[Currency of Borrowing]^5^

6.	Interest Period and the last day thereof^6^

^2^	State whether such Borrowing is to be of Initial Dollar Term Loans, Initial Euro Term Loans, Extended Term Loans, Incremental Term Loans or Refinancing Term Loans, Revolving Credit Loans, Revolving Credit Loans under Extended Revolving Credit Commitments, Incremental Revolving Loans or Revolving Credit Loans under Refinancing Revolving Credit Commitments.
^3^	Except as provided in Section 2.14 of the Credit Agreement, each Borrowing of, conversion to or continuation of Term Benchmark Loans or SONIA Rate Loans shall be in a minimum principal amount of $5,000,000, or a whole multiple of $1,000,000, in excess thereof. Except as provided Section 2.02 of the Credit Agreement, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
---	---
^4^	Specify whether such Borrowing is to be of (i) SONIA Rate Loans, (ii) Base Rate Loans, (iii) EURIBOR Rate Loans, (iv) Term SOFR Rate Loans or (v) Term CORRA Rate Loans.
---	---
^5^	In the case of a Revolving Credit Borrowing, state the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated.
---	---
^6^	Must be a period contemplated by the definition of “Interest Period” in the Credit Agreement. If no Interest Period is specified with respect to any requested Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one-month’s duration.
---	---

A-1-2

[The undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Sections 4.02(a) and 4.02(b) of the Credit Agreement will be satisfied (or waived) as of the date of the Borrowing set forth above.]^7^

[The remainder of this page is intentionally left blank.]

^7^	To be deleted (i) in connection with a borrowing made on the Closing Date and (ii) if requesting a conversion or a continuation or in connection with an Incremental Amendment or a Refinancing Amendment. To be modified if requesting a Borrowing in connection with a Limited Condition Transaction.

A-1-3


	GRIFOLS INTERNATIONAL SERVICES
	DESIGNATED ACTIVITY COMPANY,
	as the Borrower Representative


	By:
		Name:
		Title:

A-1-4

EXHIBIT A-2

[FORM OF] SWING LINE LOAN NOTICE

Date: [·]^1^

To:	[Bank of America, N.A.

Building B

7105 Corporate Dr

Mail Code: TX2-981-02-29

Plano, TX 75024]

Ladies and Gentlemen:

The U.S. Borrower hereby gives you notice pursuant to Section 2.04(b) of the Credit Agreement that it requests a Swing Line Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Swing Line Borrowing is requested to be made:

Date of Borrowing (which is a Business Day)

Principal amount^2^	$

The undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Sections 4.02(a) and 4.02(b) of the Credit Agreement will be satisfied (or waived) as of the date of the Borrowing set forth above.

[The remainder of this page is intentionally left blank.]

^1^	Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date.
^2^	The principal amount to be borrowed shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be in integral multiples of $100,000).
---	---

A-2-1

	GRIFOLS INTERNATIONAL SERVICES USA INC.,
	as the U.S. Borrower


	By:
		Name:
		Title:

A-2-2

EXHIBIT B

[FORM OF] COMPLIANCE CERTIFICATE

[Date]

Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, solely in his/her capacity as a Responsible Officer of the Borrower Representative, certifies as follows:^1^

1.[Attached hereto as Exhibit A is a consolidated balance sheet of the Parent and its Restricted Subsidiaries as at the end of the fiscal year ended December 31, 20[·], and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows for such fiscal year[, setting forth in each case in comparative form the figures for the previous fiscal year]^2^, all in reasonable detail (together with a Narrative Report)^3^ and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or other independent registered public accounting firm reasonably satisfactory to the Administrative Agent, which report and opinion has been prepared in accordance with generally accepted auditing standards and is not subject to any “going concern” explanatory language (other than solely as a result of (i) the impending maturity of any Indebtedness, (ii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary or (iii) any actual or potential inability to satisfy any financial covenant on a future date or a for a future period (including pursuant to Section 7.09 of the Credit Agreement)) or any qualification or exception as to the scope of such audit. [[Also attached hereto as Exhibit A are selected financial metrics of any Unrestricted Subsidiaries as a group that, when taken together as one Subsidiary, constitute a “Material Subsidiary” (as defined in the Credit Agreement), including a reasonably detailed presentation, either (A) on the face of the financial statements or in the footnotes thereto, (B) in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (C) in a Narrative Report or (D) in any other comparable section, of the

^1^	The actual Compliance Certificate delivered by the Borrower Representative may differ from this form of Compliance Certificate to the extent necessary to reflect the terms of the Credit Agreement, as may be amended, supplemented or modified from time to time.
^2^	To be included in annual compliance certificates beginning with the fiscal year ending December 31, 2026, and shall be delivered 120 days after the end of such fiscal year.
---	---
^3^	With respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Group in the form prepared for presentation to senior management thereof or consistent with past practice for the applicable period.
---	---

B-1

financial condition and results of operations of Parent and Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of Parent.]^4^]^5^]

2.[Attached hereto as Exhibit A is an unaudited consolidated balance sheet of the Parent and its Restricted Subsidiaries as at the end of the fiscal quarter ended [·], 20[·], and the related unaudited (i) consolidated statements of income or operations for [such fiscal quarter and for the portion of the fiscal year then ended] and (ii) consolidated statements of cash flows for [such fiscal quarter and the portion of the fiscal year then ended][, setting forth in each case, commencing with the fiscal quarter ended [__], 20[_], in comparative form, and the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year]^6^, all in reasonable detail (together with, in all cases, a Narrative Report with respect thereto) and certified by a Responsible Officer of the Borrower Representative as fairly presenting in all material respects the financial condition, results of income or operations and cash flows of the Parent and its Restricted Subsidiaries in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes. [Also attached hereto as Exhibit A is a presentation of selected financial metrics of any Unrestricted Subsidiaries as a group that, when taken together as one Subsidiary, constitute a “Material Subsidiary” (as defined in the Credit Agreement), including a reasonably detailed presentation, either (A) on the face of the financial statements or in the footnotes thereto, (B) in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (C) in a Narrative Report or (D) in any other comparable section, of the financial condition and results of operations of Parent and Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of Parent.]^7^]^8^

3.[To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default or Event of Default has occurred and is continuing.]^9^

4.[Attached hereto is the calculation establishing whether the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recent Test Period is greater than [_]:1.00, pursuant to Section 7.09 of the Credit Agreement.]^10^

[The remainder of this page is intentionally left blank.]

^4^	To be included if any Subsidiary of the Parent is an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a “Material Subsidiary” (as defined in the Credit Agreement) of the Borrowers.
^5^	To be included if accompanying annual financial statements only, beginning with the fiscal year ending December 31, 20[_].
---	---
^6^	To be included in quarterly compliance certificates beginning with the fiscal quarter ending June 30, 2026.
---	---
^7^	To be included if any Subsidiary of the Borrowers is an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a “Material Subsidiary” (as defined in the Credit Agreement) of the Borrower.
---	---
^8^	To be included if accompanying quarterly financial statements only, beginning with the fiscal quarter ending June 30, 2027.
---	---
^9^	If unable to provide the foregoing certification, attach an Annex A specifying the details of the Default or Event of Default that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.
---	---
^10^	Testing commences on the first full fiscal quarter after the Closing Date.
---	---

To be included only if the last day of such Test Period constitutes a Compliance Date.

B-2

IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as a Responsible Officer of the Borrower Representative, has executed this certificate for and on behalf of the Borrower, and has caused this certificate to be delivered as of the date first set forth above.

	GRIFOLS INTERNATIONAL SERVICES
	DESIGNATED ACTIVITY COMPANY,
	as the Borrower Representative

	By:
		Name:
		Title:

B-3

EXHIBIT C-1

[FORM OF] TERM NOTE

LENDER: [ ]	[New York, New York]
PRINCIPAL AMOUNT: [$/€] [ ]	[Date]

FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time), (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to [Initial] [Incremental] [Replacement] Term Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all [Initial] [Incremental] [Replacement] Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

The Borrower hereby promises to pay interest, on written demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

The Borrower hereby waives, to the extent permitted by applicable law, any requirements as to diligence, presentment, demand, protest and notice of any kind whatsoever, subject to entry in the Register. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All Borrowings evidenced by this Term Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Term Note.

This Term Note is one of the Term Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

THIS TERM NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS TERM NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

C-1-1

THIS TERM NOTE AND ANY DISPUTE, CLAIM, COUNTERCLAIM, CONTROVERSY OR CAUSE OF ACTION ARISING OUT OF OR RELATING HERETO (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY (AT LAW OR IN EQUITY)) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[The remainder of this page is intentionally left blank.]

C-1-2


	[GRIFOLS INTERNATIONAL SERVICES
	DESIGNATED ACTIVITY COMPANY,
	as the Irish Borrower


	By:
		Name:
		Title:]


	[GRIFOLS INTERNATIONAL SERVICES USA
	INC., as the U.S. Borrower


	By:
		Name:
		Title:]

C-1-3

LOANS AND PAYMENTS

Date		Amount of<br>Loan		Maturity Date		Payments of<br>Principal/Interest		Principal<br>Balance of<br>Note		Name of<br>Person<br>Making the<br>Notation

C-1-4

EXHIBIT C-2

[FORM OF] REVOLVING CREDIT NOTE

LENDER: [ ]	[New York, New York]
PRINCIPAL AMOUNT: $[ ]	[Date]

FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time), (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Revolving Credit Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

All Borrowings evidenced by this Revolving Credit Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Revolving Credit Note.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

THIS REVOLVING CREDIT NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS REVOLVING CREDIT NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

C-2-1

THIS REVOLVING CREDIT NOTE AND ANY DISPUTE, CLAIM, COUNTERCLAIM, CONTROVERSY OR CAUSE OF ACTION ARISING OUT OF OR RELATING HERETO (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY (AT LAW OR IN EQUITY)) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[The remainder of this page is intentionally left blank]

C-2-2


	[GRIFOLS INTERNATIONAL SERVICES
	DESIGNATED ACTIVITY COMPANY, as the Irish
	Borrower


	By:
		Name:
		Title:]


	[GRIFOLS INTERNATIONAL SERVICES USA
	INC., as the U.S. Borrower


	By:
		Name:
		Title:]

C-2-3

LOANS AND PAYMENTS

Date		Amount of<br>Loan		Maturity Date		Payments of<br>Principal/Interest		Principal<br>Balance of<br>Note		Name of<br>Person<br>Making the<br>Notation

C-2-4

EXHIBIT C-3

[FORM OF] SWING LINE NOTE

LENDER: [ ]	[New York, New York]
PRINCIPAL AMOUNT: $[ ]	[Date]

FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time), (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Swing Line Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

All Borrowings evidenced by this Swing Line Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Swing Line Note.

This Swing Line Note is one of the Swing Line Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

THIS SWING LINE NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS SWING LINE NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

C-3-1

THIS SWING LINE NOTE AND ANY DISPUTE, CLAIM, COUNTERCLAIM, CONTROVERSY OR CAUSE OF ACTION ARISING OUT OF OR RELATING HERETO (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY (AT LAW OR IN EQUITY)) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[The remainder of this page is intentionally left blank]

C-3-2


	[GRIFOLS INTERNATIONAL SERVICES
	DESIGNATED ACTIVITY COMPANY, as the Irish
	Borrower

	By:
		Name:
		Title:]

	[GRIFOLS INTERNATIONAL SERVICES USA
	INC., as the U.S. Borrower


	By:
		Name:
		Title:]

C-3-3

LOANS AND PAYMENTS

Date		Amount of<br>Loan		Maturity Date		Payments of<br>Principal/Interest		Principal<br>Balance of<br>Note		Name of<br>Person<br>Making the<br>Notation

C-3-4

EXHIBIT D

[FORM OF] SOLVENCY CERTIFICATE

	Date:

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned, the [chief financial officer][title of other senior authorized financial officer] of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”) (acting on behalf itself and of Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), and Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”)), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that:

1.This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section 4.01(a)(vii) of the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrowers, the Parent, the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2.For purposes of this certificate, the terms below shall have the following definitions:

(a)“Fair Value”: The amount at which the assets (both tangible and intangible), in their entirety, of the Parent and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b)“Present Fair Salable Value”: The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Parent and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c)“Stated Liabilities”: The recorded liabilities (including contingent liabilities that would be recorded in accordance with IFRS) of the Borrowers and their Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), determined in accordance with IFRS consistently applied.

(d)“Identified Contingent Liabilities”: The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities (other than such contingent liabilities included with the term “Stated Liabilities”) of the Parent and its Subsidiaries taken as a whole after giving effect to the Transactions

D-1

(including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Parent.

(e)“Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”: For the period from the date hereof through the Maturity Date, the Parent and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the Loan Parties as reflected in the projected financial statements and in light of the anticipated credit capacity.

(f)“Do not have Unreasonably Small Capital”: For the period from the date hereof through the Maturity Date, the Parent and its Subsidiaries taken as a whole after the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) operate as a going concern and have sufficient capital to ensure that it will continue to be a going concern for such period in the business conducted or anticipated to be conducted by the Loan Parties as reflected in the projected financial statements and in light of the anticipated credit capacity.

3.For purposes of this certificate, I, or officers of the Parent under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a)I have reviewed the financial statements referred to in Section 5.05 of the Credit Agreement.

(b)I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c)As a senior authorized financial officer of the Parent, I am familiar with the financial condition of the Parent and its Subsidiaries.

4.Based on and subject to the foregoing, I hereby certify on behalf of the Parent that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), it is my opinion that (i) the Fair Value of the assets of the Parent and its Subsidiaries taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities; (ii) the Present Fair Salable Value of the assets of the Parent and its Subsidiaries taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities; (iii) the Parent and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iv) the Parent and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

* * *

D-2

IN WITNESS WHEREOF, the Parent has caused this certificate to be executed on its behalf by the [chief financial officer][title of other senior authorized financial officer] of the Parent as of the date first written above.


	GRIFOLS, S.A.,
	as the Parent


	By:
		Name:
		Title:

D-3

EXHIBIT E-1

[FORM OF] ACCEPTANCE AND PREPAYMENT NOTICE


	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(vi)(D) of the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”), and (b) the Solicited Discounted Prepayment Notice, dated [ ], 20[ ], from the applicable Loan Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(vi)(D) of the Credit Agreement, the undersigned Loan Party hereby notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[ ]% in respect of the Term Loans] [ ]% in respect of the [ , 20 ]^1^ tranche[(s)] of the [ ]^2^Class of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.^3^

The Loan Party expressly agrees that this Acceptance and Prepayment Notice is subject to the provisions of Section 2.05(a)(vi)(D) of the Credit Agreement.

The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Tem Lender of the [ , 20 ]^4^ tranche[s] of the [ ]^5^Class of Term Loans] as follows:

1.	The Loan Party will not use proceeds of Revolving Credit Loans to fund this Discounted Term Loan Prepayment.

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	This Acceptance and Prepayment Notice must be submitted no later than the fifth Business Day after the date of receipt by such Discounted Purchaser from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers.
---	---
^4^	List multiple tranches if applicable.
---	---
^5^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-1-1

2.	No Event of Default has occurred and is continuing as of the date hereof.

The Loan Party acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representation and warranty in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.

The Loan Party requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.

In the event any conflict between the terms of this Acceptance and Prepayment Notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank]

E-1-2

IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.

	[NAME OF APPLICABLE LOAN PARTY]


	By:
	Name:
	Title:

E-1-3

EXHIBIT E-2

[FORM OF] DISCOUNT RANGE PREPAYMENT NOTICE

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

This Discount Range Prepayment Notice is delivered to you pursuant to Section 2.05(a)(vi)(C) of that certain Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(vi)(C) of the Credit Agreement, the undersigned Loan Party hereby requests that [each Term Lender] [each Term Lender of the [ , 20 ]^1^ tranche[s] of the [ ]^2^Class of Term Loans] submit a Discount Range Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the following terms:^3^

1.This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of the undersigned Loan Party to [each Term Lender] [each Term Lender of the [ , 20 ]^4^ tranche [s] of the [ ]^5^ Class of Term Loans].

2.The maximum aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is [$[ ] of Term Loans] [$[ ]

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	Must provide Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent).
---	---
^4^	List multiple tranches if applicable.
---	---
^5^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-2-1

of the [ , 20 ]^6^ tranche[(s)] of the [ ]^7^ Class of Term Loans] (the “Discount Range Prepayment Amount”).^8^

3.The Loan Party is willing to make Discounted Term Loan Prepayments at a percentage discount to par value [greater than [or equal]] to [[ ]% but [less than [or equal]] to [ ]% in respect of the Term Loans] [[ ]% but less than or equal to [ ]% in respect of the [ , 20 ]^9^ tranche[(s)] of the [ ]^10^ Class of Term Loans] (the “Discount Range”).

To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer by no later than 5:00 p.m., United States Eastern time (daylight or standard, as applicable), on the date that is the [third Business Day] [ ]^11^ following the date of delivery of this Discount Range Prepayment Notice pursuant to Section 2.05(a)(vi)(C) of the Credit Agreement.

The Loan Party expressly agrees that this Discount Range Prepayment Notice is subject to the provisions of Section 2.05(a)(vi)(C) of the Credit Agreement.

The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Tem Lender of the [ , 20 ]^12^ tranche[s] of the [ ]^13^Class of Term Loans] as follows:

1.	The Loan Party will not use proceeds of Revolving Credit Loans to fund this Discounted Term Loan Prepayment.
2.	No Event of Default has occurred and is continuing as of the date hereof.
---	---

The Loan Party requests that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Discount Range Prepayment Notice.

In the event any conflict between the terms of this Discount Range Prepayment Notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank.]

^6^	List multiple tranches if applicable.
^7^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^8^	Minimum of $5,000,000 and whole increments of $1,000,000.
---	---
^9^	List multiple tranches if applicable.
---	---
^10^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^11^	May specify a later date.
---	---
^12^	List multiple tranches if applicable.
---	---
^13^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-2-2

IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.


	[NAME OF APPLICABLE LOAN PARTY]


	By:
		Name:
		Title:

Enclosure: Form of Discount Range Prepayment Offer

E-2-3

EXHIBIT E-3

[FORM OF] DISCOUNT RANGE PREPAYMENT OFFER

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”) and (b) the Discount Range Prepayment Notice, dated , 20 , from the applicable Loan Party (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(vi)(C) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:

1.This Discount Range Prepayment Offer is available only for prepayment on [the Term Loans] [the [ , 20 ]^1^ tranche[s] of the [ ]^2^ Class of Term Loans] held by the undersigned.

2.The maximum aggregate principal amount of the Discounted Term Loan Prepayment to the undersigned Term Lender that may be made in connection with this offer shall not exceed (the “Submitted Amount”):

[Term Loans $[ ]]

[[ , 20 ]^3^ tranche[s] of the [ ]^4^ Class of Term Loans $[ ]]

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	List multiple tranches if applicable.
---	---
^4^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-3-1

3.The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]^5^ tranche[(s)] of the [ ]^6^ Class of Term Loans] (the “Submitted Discount”).

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[ , 20 ]^7^ tranche[s] of the [ ]^8^ Class of Term Loans] indicated above pursuant to Section 2.05(a)(vi)(C) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

The undersigned Lender hereby acknowledges and agrees that in connection herewith, (1) the Discounted Purchaser or any other Loan Party may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Borrowers, any of their Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Discounted Purchaser, the Borrowers, the Loan Parties or any of their respective Affiliates shall be required to make any representation that it is not in possession of material non-public information and (4) none of the Borrowers, their Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrowers, their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information.

In the event any conflict between the terms of this notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank]

^5^	List multiple tranches if applicable.
^6^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^7^	List multiple tranches if applicable.
---	---
^8^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-3-2

IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.

	[NAME OF LENDER]


	By:
	Name:
	Title:

E-3-3

EXHIBIT E-4

[FORM OF] SOLICITED DISCOUNTED PREPAYMENT NOTICE

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 2.05(a)(vi)(D) of that certain Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(vi)(D) of the Credit Agreement, the undersigned Loan Party hereby requests that [each Term Lender] [each Term Lender of the [ , 20 ]^1^ tranche[s] of the [ ]^2^ Class of Term Loans] submit a Solicited Discounted Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

1.This request with respect to Solicited Discounted Prepayment Offers is extended at the sole discretion of the Loan Party to [each Term Lender] [each Term Lender of the [ , 20 ]^3^ tranche[s] of the [ ]^4^ Class of Term Loans].

2.The maximum aggregate amount of the Discounted Term Loan Prepayment that will be made to Lenders in connection with this solicitation is (the “Solicited Discounted Prepayment Amount”):^5^

[Term Loans $ [ ]]

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	List multiple tranches if applicable.
---	---
^4^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^5^	Minimum of $5,000,000 and whole increments of $1,000,000.
---	---

E-4-1

[[ , 20 ]^6^ tranche[s] of the [ ]^7^ Class of Term Loans $[ ]]

To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment Offer by no later than 5:00 p.m., United States Eastern time (daylight or standard, as applicable), on the date that is the third Business Day following delivery of this Solicited Discounted Prepayment Notice pursuant to Section 2.05(a)(vi)(D) of the Credit Agreement.

The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Tem Lender of the [ , 20__]^8^ tranche[s] of the [_]^9^Class of Term Loans] as follows:

1.	The Loan Party will not use proceeds of Revolving Credit Loans to fund this Discounted Term Loan Prepayment.
2.	No Event of Default has occurred and is continuing as of the date hereof.
---	---

The Loan Party requests that the Auction Agent promptly notify [each Term Lender][each Term Lender of the [ , 20 ]^10^ tranche[s] of the [ ]^11^ Class of Term Loans] party to the Credit Agreement of this Solicited Discounted Prepayment Notice.

In the event any conflict between the terms of this Solicited Discounted Prepayment Notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank.]

^6^	List multiple tranches if applicable.
^7^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^8^	List multiple tranches if applicable.
---	---
^9^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^10^	List multiple tranches if applicable.
---	---
^11^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-4-2

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.

	[NAME OF APPLICABLE LOAN PARTY]


	By:
	Name:
	Title:

Enclosure: Form of Solicited Discounted Prepayment Offer

E-4-3

EXHIBIT E-5

[FORM OF] SOLICITED DISCOUNTED PREPAYMENT OFFER

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”) and (b) the Solicited Discounted Prepayment Notice, dated 20 , from the applicable Loan Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by or before no later than 5:00 p.m., United States Eastern time (daylight or standard, as applicable), on the fifth Business Day following your receipt of this notice.

The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(vi)(D) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:

1.This Solicited Discounted Prepayment Offer is available only for prepayment on the [Term Loans][ [ , 20 ]^1^ tranche [s] of the [ ]^2^ Class of Term Loans] held by the undersigned.

2.The maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made to the undersigned in connection with this offer shall not exceed (the “Offered Amount”):

[Term Loans $ [ ]]

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-5-1

[[ , 20 ]^3^ tranche[s] of the [ ]^4^ Class of Term Loans $[ ]]

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[ , 20 ]^7^ tranche[s] of the [ ]^8^ Class of Term Loans] pursuant to Section 2.05(a)(vi)(D) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding amount not to exceed such Term Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

In the event any conflict between the terms of this notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank.]

^3^	List multiple tranches if applicable.
^4^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^5^	List multiple tranches if applicable.
---	---
^6^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^7^	List multiple tranches if applicable.
---	---
^8^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-5-2

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.

	[NAME OF LENDER]


	By:
	Name:
	Title:

E-5-3

EXHIBIT E-6

[FORM OF] SPECIFIED DISCOUNT PREPAYMENT NOTICE

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

This Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.05(a)(vi)(B) of that certain Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(vi)(B) of the Credit Agreement, the undersigned Loan Party hereby offers to make a Discounted Term Loan Prepayment [to each Term Lender] [to each Term Lender of the [ , 20 ]^1^ tranche[s] of the [ ]^2^ Class of Term Loans] on the following terms:

1.This Borrower Offer of Specified Discount Prepayment is available only [to each Term Lender] [to each Term Lender of the [ , 20 ]^3^ tranche[s] of the [ ]^4^ Class of Term Loans].

2.The aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this offer shall not exceed [$[ ] of Term Loans] [$[ ] of the [ , 20 ]^5^ tranche[(s)] of the [ ]^6^ Class of Term Loans] (the “Specified Discount Prepayment Amount”).^7^

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	List multiple tranches if applicable.
---	---
^4^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^5^	List multiple tranches if applicable.
---	---
^6^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^7^	Minimum of $5,000,000 and whole increments of $1,000,000.
---	---

E-6-1

3.The percentage discount to par value at which such Discounted Term Loan Prepayment will be made is [[ ]% in respect of the Term Loans] [[ ]% in respect of the [ , 20 ]^8^ tranche[(s)] of the [ ]^9^ Class of Term Loans] (the “Specified Discount”).

To accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 5:00 p.m., United States Eastern time (daylight or standard, as applicable), on the date that is the [third Business Day] [ ]^10^ following the date of delivery of this Specified Discount Prepayment Notice pursuant to Section 2.05(a)(vi)(B) of the Credit Agreement.

The Loan Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Tem Lender of the [ , 20 ]^11^ tranche[s] of the [ ]^12^Class of Term Loans] as follows:

1.	The Loan Party will not use proceeds of Revolving Credit Loans to fund this Discounted Term Loan Prepayment.
2.	No Event of Default has occurred and is continuing as of the date hereof.
---	---

The Loan Party requests that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.

In the event any conflict between the terms of this Specified Discount Prepayment Notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank.]

^8^	List multiple tranches if applicable.
^9^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^10^	May specify a later date.
---	---
^11^	List multiple tranches if applicable.
---	---
^12^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-6-2

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.

	[NAME OF APPLICABLE LOAN PARTY]


	By:
	Name:
	Title:

Enclosure: Form of Specified Discount Prepayment Response

E-6-3

EXHIBIT E-7

[FORM OF] SPECIFIED DISCOUNT PREPAYMENT RESPONSE

	Date: , 20
To: , as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) the Credit Agreement, dated as of April [·], 2026 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland (the “Irish Borrower”), Grifols International Services USA Inc., a Delaware corporation (the “U.S. Borrower” and together with the Irish Borrower, the “Borrowers” and each a “Borrower”), and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto from time to time (collectively, the “Lenders” and, individually, a “Lender”) and (b) the Specified Discount Prepayment Notice, dated , 20 , from the applicable Loan Party (the “Specified Discount Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(vi)(B) of the Credit Agreement, that it is willing to accept a prepayment of the following [Term Loans] [[ , 20 ]^1^ tranche[s] of the [ ]^2^ Class of Term Loans $[ ]] held by such Term Lender at the Specified Discount in an aggregate outstanding amount as follows:

[Term Loans $ [ ]]

[[ , 20 ]^3^ tranche[s] of the [ ]^4^ Class of Term Loans $[ ]]

The undersigned Term Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [ [ , 20 ]^5^ tranche[s] the [ ]^6^ Class of Term Loans] pursuant to Section 2.05(a)(vi)(B) of the Credit Agreement at a price equal to the [applicable] Specified Discount in the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced

^1^	List multiple tranches if applicable.
^2^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^3^	List multiple tranches if applicable.
---	---
^4^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---
^5^	List multiple tranches if applicable.
---	---
^6^	List applicable Class(es) of Term Loans (e.g., Initial Dollar Term Loans, Initial Euro Term Loans , Incremental Term Loans, Extended Term Loans or Refinancing Term Loans).
---	---

E-7-1

in accordance with the Specified Discount Proration, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

In the event any conflict between the terms of this notice and Section 2.05 of Credit Agreement, the Credit Agreement shall control.

[The remainder of this page is intentionally left blank.]

E-7-2

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response as of the date first above written.


	[NAME OF LENDER]


	By:
	Name:
	Title:

E-7-3

EXHIBIT F

[Reserved]

F-1

EXHIBIT G

[Reserved]

G-2

EXHIBIT H-1

[FORM OF]

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent (for transmission to the Borrowers) with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, in writing and deliver promptly to the Administrative Agent (for transmission to the Borrowers) an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Administrative Agent (for transmission to the Borrowers) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

H-1-1


		[Lender]


		By:
		Name:
		Title:

		[Address]


Dated:	, 20[ ]

H-1-2

EXHIBIT H-2

[FORM OF]

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments under any Loan Documents are effectively connected with its conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

H-2-1

		[Lender]


		By:
		Name:
		Title:

		[Address]


Dated:	, 20[ ]

H-2-2

EXHIBIT H-3

[FORM OF]

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Documents are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished its participating Lender with an IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

H-3-1

		[Participant]


		By:
		Name:
		Title:

		[Address]


Dated:	, 20[ ]

H-3-2

EXHIBIT H-4

[FORM OF]

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments under any Loan Documents are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished the Administrative Agent (for transmission to the Borrowers) with an IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing and deliver promptly to the Administrative Agent (for transmission to the Borrowers) an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Administrative Agent (for transmission to the Borrowers) with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

H-4-1

		[Participant]


		By:
		Name:
		Title:

		[Address]


Dated:	, 20[ ]

H-4-2

EXHIBIT I

[RESERVED]

I-1

EXHIBIT J

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]^1^ Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each]^2^ Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]^3^ hereunder are several and not joint. ]^4^ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.


1.	Assignor[s]:
2.	Assignee[s]:

^1^	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
^2^	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
---	---
^3^	Select as appropriate.
---	---
^4^	Include bracketed language if there are either multiple Assignors or multiple Assignees.
---	---

J-1






	[for each Assignee, indicate if [Affiliate] [Approved Fund] of [identify Lender][Lender]]

3.	Affiliate Status:
4.	Borrower:	[Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland][Grifols International Services USA Inc., a Delaware corporation].

5.	Administrative Agent:	[·]

6.	Credit Agreement:	Credit Agreement, dated as of [·] (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time), among Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland, Grifols International Services USA Inc., a Delaware corporation, and GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, the Guarantors, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent and Collateral Agent.
7.	Assigned Interest:

					<br>Commitment<br>/Loans<br><br>
Assignor[s]^5^	Assignee [s]^6^	Facility<br>Assigned^7^	Aggregate<br>Amount of<br>Commitment/<br>Loans for all<br>Lenders^8^	Amount ofCommitment/LoansAssigned	Percentage<br>Assigned of<br>Commitment<br>/Loans
			$		%

			$		%

All values are in US Dollars.

^5^	List each Assignor, as appropriate.
^6^	List each Assignee, as appropriate.
---	---
^7^	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Initial Dollar Term Loans”, “Initial Euro Term Loans”, “Revolving Credit Commitments”, “Extended Term Loans”, etc.).
---	---
^8^	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
---	---

J-2


												%
[8.	Trade Date:	]^9^

All values are in US Dollars.

Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

^9^	To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

J-3

The terms set forth in this Assignment and Assumption are hereby agreed to:


	ASSIGNOR
	[NAME OF ASSIGNOR]^10^


	By:
	Name:
	Title:


	ASSIGNEE
	NAME OF ASSIGNEE]^11^


	By:
	Name:
	Title:


[Consented to and]^12^ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent


By:
Name:
Title:


By:
Name:
Title:


[Consented to]:^13^

[·], as [L/C Issuer] [Swing Line Lender]

^10^	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making trade (if applicable).
^11^	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making trade (if applicable).
---	---
^12^	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
---	---
^13^	To be added only if the consent of each L/C Issuer and/or the Swing Line Lender is required by the terms of the Credit Agreement.
---	---

J-4



By:
Name:
Title:


By:
Name:
Title:

[Consented to]:^14^

[ ], as [L/C Issuer]



By:
Name:
Title:

[Consented to]:^15^

GRIFOLS INTERNATIONAL SERVICES DESIGNATED
ACTIVITY COMPANY,
as the Irish Borrower



By:
Name:
Title:

GRIFOLS INTERNATIONAL SERVICES USA INC.,
as the U.S. Borrower


By:
Name:
Title:

^14^	To be added only if the consent of each L/C Issuer is required by the terms of the Credit Agreement; add additional signature blocks as needed.
^15^	To be added only if the consent of the Borrower Representative is required by the terms of the Credit Agreement.
---	---

J-5

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor[s]. [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Parent, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2Assignee[s]. (I) [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee under Section 10.07(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01(a) and Section 6.01(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it is not a Disqualified Lender, (vii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (viii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by [the] [such] Assignee, (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents (including each Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

J-6

(II)In addition, [the][each] Assignee further (x) represents and warrants, as of the Effective Date, and (y) covenants, from the Effective Date to the date such Person ceases being a Lender party to the Credit Agreement, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of [the][each] Assignee involved in [the] [each] Assignee’s entrance into, participation in, administration of and performance of the loans or the Loan Documents (including in connection with the reservation or exercise of any rights by the Administrative Agent under the Credit Agreement, any Loan Document or any documents related to thereto).

2.Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Any attempted assignment or transfer by Lender that does not comply with the terms and conditions of Section 10.07 of the Credit Agreement shall be null and void. This Assignment and Assumption may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any dispute, claim, counterclaim, controversy or cause of action arising out of or relating hereto (whether in contract, tort or any other theory (at law or in equity)) shall be governed by, and construed in accordance with, the law of the State of New York. J-7

Exhibit 10.1

We deliver notices regarding blackout periods regarding trading of the Company’s shares with the assistance of a service provider, which also maintains individualized online portals for each of the notices recipients. We delivered the following communications in relation to blackout periods from January 2025 to the date of this annual report:

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**January 27, 2025

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

You have received this electronic mail because you are subject to the Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market. We are also informing you that a limited trading period of 30 calendar days for Grifols securities has started today. This period may be extended once we know the final Q4’24 Earnings date and/or the Capital Markets Day.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**February 27, 2025

Subject: END OF LIMITED TRADING PERIOD

You have received this electronic mail because you are affected by the Internal Code of Conduct of Grifols, S.A. in matters related to the Securities Market and to inform you that a limited period for trading in Grifols securities has ended today.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**April 4, 2025

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

You have received this electronic mail because you are subject to the Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market. We are also informing you that a limited trading period for Grifols securities has started today. This period may be extended once we know the final Q1’25 Earnings date.

In accordance with the Internal Code of Conduct, as an insider, please be mindful of your obligations regarding the handling of non-public information during this period.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**May 12, 2025

Subject: END OF LIMITED TRADING PERIOD

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**June 29, 2025

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

You have received this electronic mail because you are subject to the Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market. We are also informing you that a limited trading period for Grifols securities has started today. This period may be extended once we know the final Q1’25 Earnings date.

In accordance with the Internal Code of Conduct, as an insider, please be mindful of your obligations regarding the handling of non-public information during this period.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**July 29, 2025

Subject: END OF LIMITED TRADING PERIOD

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**October 2, 2025

Subject: 3 DAYS TO COMMENCEMENT OF LIMITED TRADING PERIOD

We inform you that, in three calendar days, a limited trading period for Grifols securities will begin and will remain open for 30 calendar days. This notification is issued because you are subject to the Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Markets

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**October 5, 2025

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

In accordance with the Internal Code of Conduct of Grifols, S.A. regarding Securities Markets, to which you are subject, we inform you that a limited trading period for Grifols securities has commenced today and will remain open for 30 calendar days.

As a person with access to privileged and/or confidential information, please be reminded of your obligations regarding the handling of this information during this period.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**November 4, 2025

Subject: END OF LIMITED TRADING PERIOD

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**January 27, 2026

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

As a person with access to privileged and/or confidential information, please be reminded of your obligations regarding the handling of this information during this period.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**February 26, 2026

Subject: END OF LIMITED TRADING PERIOD

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A.

Notice of Limited Trading Period

Grifols, S.A. (the “Company”)

**To:**All persons subject to Internal Code of Conduct of Grifols, S.A. regarding matters related to the Securities Market, as determined therein.

**Date:**April 7, 2026

Subject: COMMENCEMENT OF LIMITED TRADING PERIOD

As a person with access to privileged and/or confidential information, please be reminded of your obligations regarding the handling of this information during this period.

For more information, please access the portal via this [link].

Regards,

GRIFOLS, S.A. 5

Exhibit 11.1

INTERNAL CODE OF CONDUCT OF GRIFOLS, S.A.

IN MATTERS RELATING TO THE SECURITIES MARKET

TABLE OF CONTENTS


1.	INTRODUCTION		3

2.	DEFINITIONS		3

3.	SCOPE OF APPLICATION		7

	3.1.	Concerned Parties	7

	3.2.	Concerned Securities and Financial Instruments	7

	3.3.	Banned Securities and Financial Instruments	7

4.	CONDUCT REGULATIONS RELATING TO CONCERNED SECURITIES AND FINANCIAL INSTRUMENTS		7

	4.1.	Fulfilment of securities market legislation	7

	4.2.	Duty to Inform Related Parties	7

	4.3.	Transactions carried out by Concerned Parties	8

	4.4.	Restricted Periods	10

	4.5.	Portfolio management agreements	11

	4.6.	Same day sale ban	11

	4.7.	Record of communications	11

5.	CONDUCT REGULATIONS RELATING TO INSIDE INFORMATION		11

	5.1.	General provisions	11

	5.2.	Safeguarding Inside Information	11

	5.3.	Use of Inside Information	11

	5.4.	Handling Inside Information during the course of Confidential Transactions	12

	5.5.	Register Book of People with access to Inside Information	14

6.	HANDLING CONFIDENTIAL DOCUMENTS		15

7.	PROHIBITION OF MANIPULATING TRADING PRICE OF CONCERNED SECURITIES AND FINANCIAL INSTRUMENTS		16

8.	TREASURY SHARES TRANSACTIONS		16

9.	MONITORING BODIES		18

	9.1.	Monitoring of the compliance with the stipulations set out in the present Code	18

	9.2.	Keeping and updating the Insider List and Concerned Parties and carrying out the functions set out in the Code	18

	9.3.	Common obligations of the Monitoring Bodies	18

10.	VALIDITY, UPDATE, AND BREACH		18

10.1.	Coming into effect and application	18

10.2.	Update	19

10.3.	Breach	19

**1.**INTRODUCTION

This Internal Code of Conduct in matters related to the Securities Market (the “Code”) has been drawn up as to ensure fulfilment of the rules established, among other legislation, in: (i) Regulation (EU) No. 596/2014 on market abuse (the “MAR”), (ii) Law 6/2023, dated 17^th^ March, on Securities Markets and Investment Services (the “Securities Market Law”), (iii) Royal Decree Law 19/2018, dated 23^rd^ November, on payment services and other urgent financial measures (the “RD 19/2018”), (iv) Royal Decree 814/2023, dated 8^th^ November, on financial instruments, trading admission, marketable securities registration, and market infrastructures (the “RD 814/2023”), (v) Royal Decree 815/2023, dated 8^th^ November, developing the Securities Market Law (the “RD 815/2023”), and, (vi) any other national, European or international regulation on market abuse applicable from time to time, and as a consequence of the listing of all the share capital of Grifols, S.A. (hereinafter “Grifols” or the “Company”) on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges, as well as in the Spanish Stock Interconnection System (SIBE) and other international markets where the Company operates.

The present Code was approved by the Board of Directors on 28 October 2016, and amended by the Board of Directors, prior proposal from the Audit Committee, on 10 April 2025 to adequate its content to the applicable legislation currently in force, as well as to introduce substantive and technical improvements in its wording.

With the entry into force of RD 19/2018, it is no longer necessary to submit the Code to the National Securities Market Commission (Comisión Nacional del Mercado de Valores). Despite the aforementioned, its development and approval is part of the good corporate governance framework that the Company implements.

In this sense, this Code determines the conduct and action criteria which must be followed by its recipients in relation to the transactions described herein as well as the handling, use and disclosure of Inside Information with regard to favouring transparency in the development of the Group activities and the adequate information and protection of investors.

In any case, the securities market legislation currently in force which affects its specific area of activity and, in particular but not limited to, the provisions in the Securities Markets Law, MAR, on market abuse and, where applicable, the fulfilment and development regulations must be respected and adhered to. This Code and its development provisions will be made available to the Concerned Parties.

**2.**DEFINITIONS

With regard to this Code, the terms below shall have the following meaning:

Directors. The members of the administrative, management, or supervisory bodies of Grifols or any other Group company.

Members of Management. Any person who is not a member of the administrative, management or supervisory bodies of Grifols and has regular access to Inside Information and power to take managerial decisions affecting the future developments and business prospects of Grifols.

External Advisers. Those individuals or corporations who, not being employees of the Group, provide financial, legal, consulting or any other type of service to any entity within the Group, either on their own behalf or on behalf of another, and who, as a result, have access to Inside Information.

Circular 3/2015. The Circular 3/2015, dated 23^rd^ June, issued by the CNMV, outlining the technical, legal and informational specifications that the websites of listed public limited

corporations and savings that trade on official secondary markets must contain.

CNMV. The National Securities Market Commission (Comisión Nacional del Mercado de Valores).

Code of Conduct. Document approved by the Board of Directors of the Company, outlining the corporate principles and general behavioural guidelines for all individuals associated with the Group in various aspects of its business activities.

Audit Committee. Committee that advises and provides specialist assistance to the Board of Directors of the Company and the Group on all issues concerning external audit, internal control systems, the drafting of financial reports and compliance with applicable legislation, regulations and the Code of Conduct.

Board of Directors. Grifols' Board of Directors.

Financial Management Team. Division or corporate body responsible for managing the financial aspects of the Company.

Directive 2011/61/EU. Directive 2011/61/EU of the European Parliament and of the Council, dated 8^th^ June 2011, related to alternative investment fund managers.

Confidential Documents. Any documents, in whatever material support, that contain Inside Information.

Treasury Shares Managers. The Head of Treasury Shares and the other persons listed in Section 8 of this Code.

Group. The group of companies comprised of Grifols, as the parent company, and its subsidiaries in accordance with the provisions of Article 42 of the Spanish Commercial Code (Código de Comercio).

Inside Information. Any concrete information referring directly or indirectly to Grifols, any company of the Group, or any or various Concerned Securities and Financial Instruments or their related derivative instruments which has not been made public and, on being made or coming into public domain, may influence or have influenced in an appreciable way its prices or the prices of related derivative instruments.

Concrete information will be understood as such when it involves a series of circumstances arising or which may be reasonably expected to arise, or an event having taken place or which may be reasonably expected to take place, provided that this information is sufficiently specific so as to allow the possible effect of that series of circumstances or events to finally act on the prices of the negotiable securities or corresponding financial instruments or, where applicable, on the derivative financial instruments related to the former. In this respect, in the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information. An intermediate step in a protracted process shall be deemed to be Inside Information if, by itself, it satisfies the criteria of Inside Information as referred to in this Code.

At the same time, information will be considered as being able to influence in an appreciable way on the price when, if made public, said information could be used by a reasonable investor as one of the elements of the basic motivation of their investment decisions.

Insiders. Persons, including External Advisors, who temporarily or intermittently have access to Inside Information of the Company due to their participation or involvement in an operation, transaction, or internal process that entails access to Inside Information, during the time they are included in an Insider List and until the Inside Information that led to the creation of said Insider List is disseminated to the market or ceases to have such status.

General Meeting. Grifols' General Shareholders' Meeting.

Capital Companies Act. Royal Legislative Decree 1/2010, dated 2^nd^ July, which approves the revised text of the Capital Companies Act.

Insiders List. Register of persons with access to Inside Information prepared by the Financial Management Team and the Secretary of the Company's Board of Directors in accordance with the provisions of the MAR, which must include all persons, internal or external to Grifols, who work for the Company under an employment contract or otherwise, and who have access to Inside Information, whether regularly or occasionally.

Monitoring Bodies. The bodies described in Section 9 of this Code.

Insider Dealing. Transactions carried out by any Concerned Person (or their Related Party) who possess Inside Information and uses that information to acquire or dispose of, for its own account or for the account of a third party, directly or indirectly, the Concerned Securities and Financial Instruments or their related financial derivatives as established from time to time in the applicable legislation to which that information relates. The use of Inside Information by cancelling or amending an order concerning the Concerned Securities and Financial Instruments to which that information relates where the order was placed before the person concerned possessed the Inside Information, shall also be considered to be Insider Dealing.

For the purpose of this Code, recommending that another person engage in an Insider Dealing, or inducing another person to engage in an Insider Dealing, shall also be considered to be Insider Dealing, when the person that recommends or induces possesses such Inside Information.

In accordance with the legislation in force, it is expressly established that it shall not be deemed from the mere fact that a Concerned Party is in possession or has been in possession of Inside Information that that person has used that information and has thus engaged in Insider Dealing. By way of example, it shall not be deemed that a person has used Inside Information where such person has obtained that Inside Information in the conduct of a public takeover or merger with a company and uses that Inside Information solely for the purpose of proceeding with that merger or public takeover, provided that at the point of approval of the merger or acceptance of the offer by the shareholders of that company, any Inside Information has been made public or has otherwise ceased to constitute Inside Information.

Confidential Transaction. Any type of legal or financial transaction that may significantly influence the price of the Concerned Securities and Financial Instruments.

Treasury Shares Transactions. Has the meaning given in Section 8 of this Code.

Personal Transactions. Any transaction executed on one's own account by the Concerned Parties concerning the Concerned Securities and Financial Instruments, which includes not only the purchase or sale of the Concerned Securities and Financial Instruments, but also loans, pledges, acquisitions free of charge, and transactions carried out within the framework of a life insurance policy materialised in the investment in Concerned Securities and Financial Instruments, as well as any other transactions provided for in the applicable legislation.

Concerned Parties. Those obliged by the provisions in this Code referred to in the following Section 3.1.

Related Party. Those that maintain one of the following relations with the Concerned Parties:

(i)	their spouse or person with whom there is a similar sentimental relationship under national law;
(ii)	children who are dependent on them;
---	---
(iii)	those other family members who live with the party or have been in their charge for at least one year before the date in which the existence of the relationship must be determined;
---	---
(iv)	any legal entity, trust or association in which the Concerned Party or people set out in the aforementioned sections hold a management position or is responsible for its management; or who is directly or indirectly controlled by the such party; or which may have been created for their benefit; or whose economic interest may be mainly equivalent to that of such party;
---	---
(v)	those intermediaries, understood to be those who carry out transactions on securities for the Concerned Parties; and
---	---
(vi)	any other individuals or entities that may be classified as related parties in accordance with existing legal provisions and regulations in effect at any given time.
---	---

Market Soundings. A market sounding comprises the communication of Inside Information by the Company or a third party acting on behalf of the Company, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it such as its potential size or pricing, to one or more potential investors.

Head of Treasury Shares. Is the head of the Treasury Share Managers in accordance with the provisions of Section 8 of this Code.

Concerned Securities and Financial Instruments. For the purposes of this Code, Concerned Securities and Financial Instruments will be understood as:

(i)	any equity and fixed interest securities issued by any company within the Group that are traded on an official secondary market or other regulated markets, in multilateral trading facilities or other organised secondary markets, or for which an application for admission to trading has been submitted on one of such markets or systems;
(ii)	any type of financial instruments and contracts granting the right to buy or sell the securities mentioned in paragraph (i);
---	---
(iii)	the financial instruments and contracts, whose base are securities, instruments or contracts indicated in paragraph (i); and
---	---
(iv)	in general, any other security or financial instrument as established from time to time in the applicable legislation on market abuse.
---	---

Banned Securities and Financial Instruments. Those securities, financial instruments, and contracts of companies other than the Group which the Concerned Parties and Insiders have obtained Privileged Information due to their association with the Company.

**3.**SCOPE OF APPLICATION

3.1. Concerned Parties

With regard to this Code, the following shall be considered Concerned Parties:

(a)	The Directors (and, when they are not Board members, the Secretary and Vice- secretary to the Board of Directors) and Members of Management of Grifols and other Group companies.
(b)	All staff in the Group's financial and legal departments with tasks or responsibilities related to the securities market or who may have regular access to relevant information relating to the Company or other Group companies and who may also have the responsibility to take management decisions which affect the future development and business perspectives of the Company and its affiliates; and, in general, any individual who may have access to Inside Information through the exercise of their work, profession or duties.
---	---
(c)	The Treasury Shares Managers, who will be appointed from among the professionals of the Financial Management Team, as they are responsible for managing the Company's treasury shares, due to their regular and recurring access to information regarding the Company's actions on Concerned Securities and Financial Instruments.
---	---
(d)	Any other person who is included in the scope of the Code on decision by the Financial Management Team and the Secretary of the Board of Directors of the Company, in view of the circumstances in each case.
---	---

If the Concerned Party is a legal person, this Code shall also apply, in accordance with national law, to the natural persons who participate in the decision to carry out Personal Transactions or Insider Dealing for the account of the legal person concerned.

The Financial Management Team and the Secretary of the Board of Directors of the Company will maintain an up-to-date record of those subject to the present Code at all times, pursuant to the provisions of Section 5.5 of this Code.

Furthermore, this Code shall apply, as and when applicable, to the Insiders.

3.2. Concerned Securities and Financial Instruments

The securities and financial instruments subject to the present Code shall be those Concerned Securities and Financial Instruments as defined in the preceding Section 2.

3.3. Banned Securities and Financial Instruments

The securities and financial instruments subject to this Code will be the Banned Securities and Financial Instruments, as defined in the preceding Section 2.

4.	CONDUCT REGULATIONS RELATING TO CONCERNED SECURITIES AND FINANCIAL INSTRUMENTSFulfilment of securities market legislation

In general, the persons subject to this Code, inside the scope of its application, must respect the conduct regulations set out in the prevailing securities market legislation in force that is mentioned in the Code, and, specifically, those contained in the Code of Conduct in force from time to time.

4.2. Duty to Inform Related Parties

Directors and Members of Management must inform their respective Related Parties in writing about the obligations of the latter derived from this Code and its implementing regulations, particularly those arising from the execution of Personal Transactions, providing evidence to the Company of such notification. Additionally, they must inform of any changes that occur in relation to their Related Parties.

4.3. Transactions carried out by Concerned Parties

Concerned Parties must report to the Financial Management Team and the Secretary of the Board of Directors of the Company, by any means that allows its receipt, within three (3) working days from any Personal Transaction being carried out.

Directors and Members of Management, and their Related Parties must notify the Company and the CNMV of any transaction executed on their own account related to Concerned Securities and Financial Instruments. This duty of communication will include both directly executed transactions and those carried out indirectly or through intermediaries.

The abovementioned obligation to disclose transactions to the CNMV arises only when the cumulative total of all Personal Transactions without offsets (viewed individually) within the same calendar year reaches €20,000. Once this threshold is met, the Directors and Members of Management, and their Related Parties must communicate all and each of the subsequent transactions. Personal Transactions falling below this threshold do not require notification.

Notwithstanding the above, Directors and Members of Management, and their Related Parties must report all Personal Transactions regardless of their amount for notification, when applicable, to the Financial Management Team and the Secretary of the Board of Directors.

Said notification will set out, at least:

(a)	the name of the Concerned Party;
(b)	the reason for the obligation to notify;
---	---
(c)	the name of the issuer;
---	---
(d)	the description and identifier of the security or financial instrument;
---	---
(e)	the nature of the transaction (e.g., acquisition or disposal);
---	---
(f)	the date, time, and place in which the transaction was carried out; and
---	---
(g)	the price, currency (for transactions conducted in a currency other than the euro, the exchange rate must be the official rate applicable at the close of business on the day of the transaction), and volume of the transaction.
---	---

Concerned Parties affected by this Code which, on the day it comes into force, hold Concerned Securities and Financial Instruments, will be obliged to report their holding to the Financial Management Team and the Secretary of the Board of Directors of the Company, in a period of no more than three (3) working days from said Code coming into force.

The same term described in this section will apply to those who, for reasons due to their position or the information they possess, happen to subsequently acquire the status of a Concerned Parties in accordance with the descriptions in the preceding Section 2 above after this Code comes into force. The Financial Management Team may require any Concerned Party to provide detailed information or to expand on the information provided regarding any transaction that may be

included in this Code, even if it does not exceed the aforementioned threshold. This request must be answered within five business days from receipt.

For the purpose of this Section, and by way of example, the following transactions shall also be notified within the set time limit indicated above:

(a)	the pledging or lending of Concerned Securities and Financial Instruments by Concerned Parties or their Related Parties or on behalf of any of them;
(b)	transactions undertaken by any person preparing or executing transactions or by another person acting on behalf of a Concerned Party or a Related Party with such a person, including cases in which discretionary powers are exercised;
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(c)	(i) transactions made under a life insurance when the policyholder is a Concerned Party or a Related Party to them, (ii) the investment risk is borne by the policyholder, and (iii) the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions regarding specific instruments for that life insurance policy;
---	---
(d)	acquisition, disposal, short sale, subscription, or exchange;
---	---
(e)	acceptance or exercise of stock options (using the issuer's value at the time of granting), including stock options awarded to senior managers or employees as part of their remuneration, and the transfer or disposal of shares derived from the exercise of the stock options;
---	---
(f)	subscription or exercise of equity-linked swaps;
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(g)	transactions involving derivatives or associated instruments, including cash-settled transactions;
---	---
(h)	subscription of contracts for differences on a financial instrument of the issuer in question or on emission rights or auctioned products based on them;
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(i)	acquisition, disposal, or exercise of rights, including options to purchase or sell and option certificates;
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(j)	subscription for a capital increase or issuance of a debt instrument;
---	---
(k)	transactions in derivatives and financial instruments related to a debt instrument of the issuer, including credit default swaps;
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(l)	conditional transactions subject to specified conditions and the effective execution thereof;
---	---
(m)	automatic or non-automatic conversion of one financial instrument into another, which includes the exchange of convertible bonds for shares;
---	---
(n)	gifts and donations made or received, as well as inheritances received;
---	---
(o)	transactions executed in derivatives, baskets, and indexed products, as required by Article 19 of the MAR;
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(p)	transactions involving shares or units of investment funds, including alternative investment funds as defined in Article 1 of Directive 2011/61/EU, to the extent required by Article 19 of the MAR;
---	---

(q)	transactions executed by the manager of an alternative investment fund in which a person with managerial responsibilities or a related person to them has invested, as required by Article 19 of the MAR;
(r)	transactions executed by a third party under an individual asset or portfolio management mandate for the benefit of a person with managerial responsibilities or a related party; and
---	---
(s)	loans granted, borrowings taken of shares or debt instruments from the issuer or derivatives, or other financial instruments related to them.
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For these purposes, a separation from a spouse shall be considered a transfer by the obligated person. Additionally, a transfer will be deemed to have occurred when children are no longer under the parental authority of the obligated person.

4.4. Restricted Periods

Without prejudice to the obligations set forth in Article 5 below, Concerned Parties and their respective Related Parties may not carry out Personal Transactions:

-	during the thirty (30) calendar days preceding the date the Company is scheduled to disclose the content of the annual accounts and the semi-annual or annual financial report to the markets, as well as the quarterly management statements;
-	from when they have access to Inside Information and, thus, the Financial Management Team and the Secretary of the Board declare the restricted period due to finding themselves in the preparation of a Confidential Transaction (depending on the progress of the same) and until the lifting of such period, or due to other justified reasons; and
---	---
-	when expressly determined by the Financial Management Team or the Secretary of the Board in order to ensure the best compliance with this Code.
---	---

The Financial Management Team will inform the Concerned Parties of both the prohibition order on Personal Transactions and its lifting in each applicable case.

Without prejudice to the provisions of this Section, Grifols may allow Concerned Parties to trade, on their own account or for the account of a third party, when the object thereof is Concerned Securities and Financial Instruments, during a closed period of thirty (30) calendar days, in certain cases, such as, for example:

(a)	due to the existence of exceptional circumstances, such as severe financial difficulties of the Concerned Party, which requires the immediate sale of Concerned Securities and Financial Instruments, and in any case, upon prior written request addressed to the Financial Management Team (or to the Secretary of the Board in the case of Directors) describing and justifying the Personal Transaction; or
(b)	due to the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme, qualification or entitlement of shares, or transactions where the beneficial interest in the relevant security does not change, acknowledging that these types of negotiations have distinct characteristics.
---	---

In any case, the Concerned Party must demonstrate to Grifols that the specific Personal Transaction cannot be executed at any other time than during the thirty (30) calendar days' closed period stipulated in the preceding paragraphs.

4.5. Portfolio management agreements

When the Concerned Parties have entered into a discretionary portfolio management agreement, for the purposes of complying with the obligations to communicate Personal Transactions as set forth in this Code, such agreements must include the obligation for the manager to immediately inform them of the execution of transactions involving said Concerned Securities and Financial Instruments.

Concerned Parties who hold a portfolio management agreement will be obliged to report its existence to the Financial Management Team and the Secretary of the Board of Directors of the Company, as well as the identity of the portfolio manager.

If when the present Code comes into force, a contract of this type was already signed, this must be reported within the fifteen (15) days following the coming into force of this Code. The same time period will apply to those who, due to their position or the information they possess, subsequently acquire the status of Concerned Parties after this Code comes into force.

Said portfolio management contracts must explicitly indicate adherence to the present Code.

4.6. Same day sale ban

In no way, may the acquired Concerned Securities and Financial Instruments be sold on the same day as the purchase transaction.

4.7. Record of communications

The Financial Management Team and the Secretary of the Board of Directors of the Company will be obliged to retain all contact, notifications and any other act related to the obligations in this Code, duly filed for a period of at least five (5) years. The data contained in said file will be strictly confidential. The Financial Management Team and the Secretary of the Board of Directors of the Company may request confirmation of Concerned Securities and Financial Instruments balance registered in the record of communications from the relevant parties at any moment.

**5.**CONDUCT REGULATIONS RELATING TO INSIDE INFORMATION

5.1. General provisions

Those Concerned Parties with regard to this Code, and Insiders that possess Inside Information must abide by the stipulations described in the applicable regulations and the present Code.

5.2. Safeguarding Inside Information

Concerned Parties, with regard to this Code, and Insiders, must safeguard the Inside Information they are aware of, for reason of their position, except when they have obtained authority from the Board of Directors (with a prior report from the Monitoring Bodies), which shall not be provided, if it is not in accordance with the Securities Markets Law, and its supplementing regulations, without prejudice to the obligation to contact and collaborate with legal and governmental authorities in the terms established by law.

Furthermore, said parties will impede Inside Information from being subject to abusive or unfair use, reporting cases where this may have taken place and taking immediate necessary measures to prevent, avoid and, where applicable, correct the consequences possibly arising from it.

5.3. Use of Inside Information

All Concerned Parties and the Insiders, will strictly abide by the stipulations established in the Securities Markets Law and regulations in force which thereby develop, complete or substitute it in the future, including MAR and RD 814/2023.

Specifically, except with prior authorization by the Board of Directors (with a prior report from the Monitoring Bodies) which may only be given in accordance with the Securities Markets Law and other applicable regulations, the Concerned Parties and Insiders must abstain from carrying out Insider Dealing, whether personally or for a third party, directly or indirectly, and in particular but not limited to, the conducts listed below in relation to Inside Information:

(a)	to prepare or carry out, or try to carry out, any type of transaction with Concerned Securities and Financial Instruments, or in any other share, financial instrument or any type of contract, marketable or not in a secondary market, which is based on negotiable securities or financial instruments to which the Inside Information refers, based on said information.

The preparation and carrying out of transactions whose existence itself constitutes Inside Information, as well as transactions carried out in good faith in fulfilment of an already expired bond to acquire or cede negotiable securities or financial instruments, are exempted where this bond is included in an agreement signed before the Concerned Party involved is in possession of Inside Information, or by a manager under a discretionary portfolio management agreement entered into by the Concerned Party, by their respective Related Parties, or by an Insider, as well as other transactions carried out in accordance with the applicable regulations.

(b)	to report said Inside Information to third parties, except in the normal practice of their work, profession or responsibility and duties, provided that those to whom it is communicated are legally or contractually bound by an obligation of confidentiality and have confirmed to the Company that they have the necessary means to safeguard it.
(c)	to recommend or induce a third party to acquire or cede Concerned Securities and Financial Instruments or in turn instruct another party to acquire or cede such products, based on Inside Information.
---	---
(d)	to illegitimately disclose Inside Information in the normal course of a Market Sounding.
---	---

Inside Information should be deemed as being disclosed legitimately in the framework of a Market Sounding if it is disclosed in the normal course of the exercise of a person's work, profession or duties, provided that certain requirements are complied with:

that the person who is conducting a Market Sounding has previously considered whether that Market Sounding will involve the disclosure of Inside Information, has provided a written record of their conclusions to the Financial Management Team and the Secretary of the Board of Directors of the Company and has maintained an Insiders List of persons having access to such information, in accordance with the provisions of Section 5.5. of this Code. This assessment and register shall be repeated with each new piece of information intended to be shared; and

ii.

that the person receiving the Inside Information has undertaken not to use such Inside Information and to keep it confidential in accordance with the provisions contained in this Code.

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5.4. Handling Inside Information during the course of Confidential Transactions

Handling Inside Information especially during the study and negotiation phases of any Confidential Transaction will abide by the following:

1.	Secrecy phase / Duty of confidentiality

In relation to the acts of study, preparation or negotiation, prior to taking decisions which are considered Inside Information, and before the disclosure of said Information on the market in accordance with the Securities Markets Law, the Concerned Parties and Insiders, with regard to this Code, will have the following obligations:

(a)	Mantaining secrecy:

Knowledge of information shall be strictly limited to those persons whose intervention is essential for the work referred to by the information.

Said people shall be included in the Insiders List mentioned in Section 5.5, with explicit warning on the type of information they received and legal obligations involved, as well as the sanctions related to incorrect or improper use of said information.

(b)	Establishing security measures:

In accordance with the provisions of Section 6 below, those responsible for Confidential Documents containing Inside Information will establish necessary security measures so as to avoid such documents being accessible to parties others than those indicated in point a) above.

(c)	Monitoring of trading value of Concerned Securities and Financial Instruments:

The Financial Management Team of Grifols will pay special attention to the trading value of Concerned Securities and Financial Instruments during the secrecy phase. If an abnormal evolution of the trading value or the contracted volume of Concerned Securities and Financial Instruments occurs, where there is rational indicators of it being a consequence of premature, partial or distorted transfer of Inside Information, the Company will take the appropriate measures, immediately disclosing the communication regarding Inside Information, when applicable, in a clear and precise manner, articulating the status of the ongoing transaction or providing preliminary information in advance.

During this phase, information publicised by professional trade publications concerning financial news and, in general, any media outlet will also be subject to monitoring.

The Chairman, Vice-chairman or Chief Executive Officer of the Board of Directors will confirm or deny, as the case may be, the public information on circumstances considered Inside Information.

The information, referred to in this section, shall be reported immediately, where the Company is unable to guarantee its confidentiality in the terms hereby set out.

2.	Publicity phase

The Inside Information, prior to its disclosure by whatever method, must be immediately disclosed to the market via communication to the CNMV and, where applicable, to those other markets' regulators in which the Company operates as Inside Information through the procedure enabled for this purpose on the CNMV's website and under the corresponding communication categories or any others that may be enabled in the future, as soon as the fact is known, the decision is taken or agreement or contract has been signed with third parties to which the Inside Information refers to, without prejudice to it being able to happen

beforehand in the latter cases where the Company considers no damage would be done to its legitimate interests.

When a significant change occurs to the Inside Information it refers to, and which has been communicated, this must be informed to the market immediately in the same way.

The Company may delay the disclosure of Inside Information to the CNMV, under its own responsibility, when such delay is done in accordance with the circumstances and requirements foreseen in the applicable law.

In the case that the disclosure of information is delayed under the above paragraph, Grifols shall inform the CNMV about the Inside Information and shall provide a written explanation of how the conditions set out in the applicable law were met, immediately after the information is disclosed to the public.

After circulation of the Inside Information via the CNMV, the same will be published on Grifols' website in accordance with the provisions established in the CNMV Circular 3/2015. In all events, Grifols shall post and maintain on its website for a period of at least five (5) years, all Inside Information it is required to disclose publicly.

The information supplied via the media must not differ from the contents registered at the CNMV. In this sense, Grifols may not combine, in such a way as to appear deceptive, the disclosure of Inside Information to the market with the commercialisation of its activities.

The communications of Inside Information will be made known to the CNMV by the Chairman of Grifols Board of Directors, by the Chief Executive Officer, by the Secretary or by the Vice Secretary of Grifols' Board of Directors, in the latter case with prior consultation with the Chairman or Chief Executive Officer. In any case, the communication will be reported to the CNMV, within the terms and in accordance with the regulations in force.

5.5. Register Book of People with access to Inside Information

In accordance with the Securities Markets Law, the Financial Management Team and the Secretary of the Board of Directors of the Company will draft an Insider List.

The Insider List must at least include:

(a)	the identity of anyone with access to Inside Information;
(b)	the reason they are on the list;
---	---
(c)	the dates the list is created and updated; and
---	---
(d)	the date and time at which the person obtained access to the Inside Information.
---	---

Said Insider List must be updated immediately in the following cases:

(a)	when a change occurs in the reasons for a person being on the list.
(b)	when there is a new person who has access to Inside Information and needs, therefore, to be added to the register.
---	---
(c)	when a person on the register no longer has access to Inside Information; in this case the date when this occurs will be provided.
---	---

Each update shall specify the date and time when the change triggering the update occurred.

The Company will expressly inform those included in the Insiders List of the nature of the information, the fact that this Code applies to them, and their duty to maintain confidentiality with respect to the Inside Information and prohibition of use, as well as the breaches and sanctions arising from inappropriate use, as well as of their obligation to inform the Company of the identity of any other person to whom Inside Information is provided in the normal course of their work, profession, or duties, so that these persons may also be included in the Insider List. Furthermore, the Company will inform the interested parties of their inclusion on the Insiders List and of the other points included in the data protection legislation applicable from time to time.

The information registered on the Insider List will be kept for at least five (5) years after having been recorded or updated for the last time.

The Company shall maintain an electronic copy of the Insider List, available to supervisory authorities.

When an Insider List is closed, the persons listed therein shall be informed of such closure through a notification indicating the loss of their status as Insiders in relation to the operation, transaction, or process that led to the opening of the respective Insider List and the lifting of the indicated restrictions.

6.	HANDLING CONFIDENTIAL DOCUMENTS

Concerned Parties and those persons included in the Insiders List who have access and possess Confidential Documents must act diligently in the use and handling thereof and shall be responsible for their custody and preservation as well as for keeping them confidential. If the Insider is an External Adviser it will be required to sign a confidential compromise, unless their professional statutes subjects them to a duty of professional secrecy.

The handling of Confidential Documents will comply with the following rules:

(a)	Confidential Documents must be marked, if possible, with the word “CONFIDENTIAL” in a clear and precise way.
(b)	As soon as the examination of any Confidential Transaction or project that may constitute Inside Information commences, a code name shall be assigned to it, which shall be used henceforth in all Confidential Documents.
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(c)	Confidential Documents will be kept separate from other ordinary documents having special protection measures to ensure access is restricted to authorised personnel only.
---	---
(d)	The general distribution and dispatch of Confidential Documents shall always be carried out by secure means that ensure their confidentiality is maintained. Recipients of Confidential Documents shall refrain from making copies or disseminating them in any way and shall be included, in all cases, in the Insider List, being duly informed of all the prohibitions and obligations associated therewith.
---	---
(e)	The removal of Confidential Documents will be carried out by any method guaranteeing its total destruction.
---	---

Any person with access to Confidential Documents and Inside Information is personally responsible for complying with the aforementioned safeguard measures, notwithstanding any security measures that may be issued by the Financial Management Team or the Secretary of the Board.

7.	PROHIBITION OF MANIPULATING TRADING PRICE OF CONCERNED SECURITIES AND FINANCIAL INSTRUMENTS

Concerned Parties, and those included in the Insiders List will abstain from preparing or carrying out practices which distort the free formulation of Concerned Securities and Financial Instruments prices such as:

(a)	Placing orders or carrying out transactions or any other behaviour on the market providing or able to provide false or deceiving signs with reference to the supply, demand or price of Company Concerned Securities and Financial Instruments.
(b)	Placing orders or carrying out transactions or any other behaviour which ensures, secures or is likely to secure, affects or is likely to affect, via a person or various people acting in an agreed form, the price of one or more Company Concerned Securities and Financial Instruments at an abnormal or artificial level, unless the person who carries out the transactions or gives the order demonstrates the legitimacy of their reasons and that these abide by accepted market practices in the controlled market in question as well as the actions of a person or people in agreement so as to ensure a dominant position over supply and demand for a Security or Financial Instrument resulting in the fixing, directly or indirectly, of purchase or sales prices or other unfair negotiation conditions.
---	---
(c)	Placing orders or carrying out transactions or any other behaviour using fictitious devices or any other form of deception or machination, as well as the sale or purchase of a Security or Financial Instrument at market close, so as to induce mistakes amongst investors who act on a basis of closing prices.
---	---
(d)	Reporting via the media, including internet, or any other method, information providing or able to provide false or deceptive markers as to the supply of, demand for, or price of, Company Concerned Securities and Financial Instruments including the spread of rumours and false or deceptive news, when the person releasing them knew or should have known that the information was false or misleading.
---	---
(e)	Taking advantage of occasional, regular or periodic access to traditional or electronic media expressing an opinion on Concerned Securities and Financial Instruments or, indirectly on the Company, after having taken a position on the Securities and Financial Instruments and having benefited from the repercussions of the opinion given about the price of said Security or Financial Instrument, without having simultaneously reported this conflict of interest to public opinion in an appropriate and effective manner.
---	---

The following transactions or orders will not be considered as included in this section:

(a)	Those whose origins lie in the Company carrying out share buyback programs, provided that the conditions legally established for this are fulfilled.
(b)	Generally, those carried out in accordance with applicable regulations.
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All Concerned Parties and individuals included in the Insiders List must diligently avoid the mere attempt of engaging in these prohibited practices.

8.	TREASURY SHARES TRANSACTIONS

Treasury Shares Transactions shall be considered those which are carried out by the Company, either directly or through any of the Group companies, that involve the Company's shares, as well as financial instruments or contracts of any kind, whether traded on the Spanish Stock Exchange

or other organised secondary market or not, that grant the right to acquire, or whose underlying assets are, the Company's shares.

The Treasury Shares Transactions shall be based on the following activity principles and respect all applicable legislation on the matter from time to time:

(a)

The aim shall always be legitimate (p.e. among others, provide investors with appropriate liquidity and depth in negotiating Company's shares, carry out share buyback programmes approved by the Board of Directors under the corresponding authorisation by the General Meeting or fulfil previously contracted legal commitments or any other purposes permissible under the applicable regulations). In no way shall the transactions respond to an intervention purpose in the free process of price levels. To this end, instructions shall be given to the financial intermediary or intermediaries used to act in accordance with this criteria.

For these purposes, buying orders should not be made at a price greater than the highest price between the last price traded on the market between independent parties and the price of the highest buying order in the market order book. In contrast, selling orders may not be executed at a price lower than the lowest price between the last price traded on the market between independent parties and the price of the lowest selling order in the market order book.

(b)	Management of treasury shares must be transparent with regard to market supervisory and governing bodies having to diligently comply with however many information or communication disclosure obligations to said bodies that are established.
(c)	Treasury Shares Transactions must not be conducted based on Inside Information. At all times investment or disinvestment decisions or transactions, whose direct or indirect aim is treasury shares, which are the consequence or are affected by the possession of Inside Information shall be avoided.
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(d)	The Company’s incursions on the market with respect to its treasury shares must not represent a dominant position in the trading of the shares. Except where specifically and purposely authorized by the Board of Directors, treasury shares transactions with own Group companies, Directors or major shareholders may not be agreed nor shall buying and selling orders of own Treasury Shares be placed simultaneously.
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For these purposes, the total daily trading volume in treasury shares in the systems and markets where the transactions in treasury shares are performed, both purchases and sales, shall not exceed 15% of the daily volume of purchases executed in the official secondary market in which the shares are listed. This limit may increase to 25% where the treasury shares acquired are going to be used as consideration for the acquisition of another company or in a swap as part of a merger.

(e)

The Company Board of Directors shall designate the Head of Treasury Shares, who will be in charge of treasury share management. Those who form part of the treasury share management area must accept a special confidentiality agreement in relation to treasury share strategy and transactions (the “Treasury Shares Managers”). The Head of Treasury Shares shall maintain a record of all ordered and executed Treasury Shares Transactions. The Treasury Shares Managers shall refrain from using the Company's corporate resources to carry out transactions on their own account involving any Concerned Securities and Financial Instruments, as well as from engaging in any other transactions that constitute the use of information obtained for their own benefit as a result of their participation in the management of the Company's treasury shares.

(f)

In no case, shall the trading volume of treasury shares exceed the limits established in the applicable regulations and in the authorisations of the competent corporate bodies.

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(g)	The Company shall ensure that the management of the treasury shares is isolated from the rest of its activities and that Treasury Shares Transactions are avoided or reduced during the closed periods established by the applicable regulations.
9.	MONITORING BODIES
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9.1. Monitoring of the compliance with the stipulations set out in the present Code

According to the internal regulations of the Company, the Audit Committee shall be the body charged with monitoring compliance with the stipulations set out in this Code.

The functions of the Audit Committee include the following:

(a)	Promoting awareness of the Code and the established rules of conduct on matters related to the securities market.
(b)	Addressing any inquiries or uncertainties concerning the Code's content, interpretation, and application.
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(c)	Fulfilling the specific functions articulated in the Code and any additional responsibilities that may be delegated by the Board of Directors.
---	---

9.2. Keeping and updating the Insider List and Concerned Parties and carrying out the functions set out in the Code

The Financial Management Team and the Secretary of the Board of Directors of the Company will be the bodies in charge of keeping and updating the lists and register referred to in this Code.

Furthermore, they shall have the necessary powers to carry out the function entrusted in this Code and shall be obliged to inform the Audit Committee and, where applicable, the Board of Directors periodically about compliance with this Code as well as incidences having occurred, where applicable.

9.3. Common obligations of the Monitoring Bodies

Both the Financial Management Team and the Secretary of the Board of Directors of the Company, as well as the members of the Audit Committee, shall be obliged to guarantee the strict confidentiality of all transactions they are aware of, whilst carrying out the role entrusted to them in virtue of this Code.

The same duty of confidentiality shall apply to members of the Board of Directors, where they are aware of the former in accordance with what is set out in the last paragraph.

The Board of Directors shall be able to demand, at any moment, the exercising of the responsibilities and powers of the Monitoring Bodies established by the present Code.

10.	VALIDITY, UPDATE, AND BREACH

10.1. Coming into effect and application

This Code shall come into effect, the day it is approved by the Board of Directors and published on the Company's website.

The Monitoring Bodies shall be charged with making Concerned Parties aware of the Code of Conduct.

10.2. Update

This Code shall be updated whenever necessary by the Board of Directors, previous proposal by the Audit Committee, to adjust its content to current applicable stipulations in accordance with the legislation governing the securities market applicable from time to time.

10.3. Breach

Failure to comply with what is set out in this Code with regard to what is established in the Securities Markets Law and its development regulations and in the Code of Conduct may give rise to the imposition of corresponding administrative sanctions without prejudice to what is applicable in accordance with labour and company law.

The above shall be extended without prejudice to civil or penal liability which in each case may be demanded of the defaulter.

* * *

THIS DOCUMENT CONSTITUTES A TRANSLATION INTO ENGLISH OF THE OFFICIAL

SPANISH VERSION. IN CASE OF DISCREPANCIES, THE OFFICIAL SPANISH VERSION SHALL

PREVAIL 19

Exhibit 12.1

Section 302 Certification

I, José Ignacio Abia Buenache, certify that:

1.	I have reviewed this annual report on Form 20-F of Grifols, S.A.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---
Date: April 17, 2026
---	---	---

	/s/ José Ignacio Abia Buenache
	Name:	José Ignacio Abia Buenache
	Title:	Director and Chief Executive Officer

Exhibit 12.2

Section 302 Certification

I, Rahul Srinivasan, certify that:

1.	I have reviewed this annual report on Form 20-F of Grifols, S.A.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---
Date: April 17, 2026
---	---	---

	/s/ Rahual Srinivasan
	Name:	Rahul Srinivasan
	Title:	Chief Financial Officer

Exhibit 13.1

Section 906 Certification

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2025 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

José Ignacio Abia Buenache, Director and Chief Executive Officer, and Rahul Srinivasan, the Chief Financial Officer of Grifols, S.A., each certifies that, to the best of his knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Grifols, S.A.
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Date: April 17, 2026
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	/s/ Jose Ignacio Abia Buenache
	Name:	José Ignacio Abia Buenache
	Title:	Director and Chief Executive Officer

/s/ Rahual Srinivasan
Name:	Rahul Srinivasan
Title:	Chief Financial Officer