Covestro Shares

¹ Xetra trading was discontinued on December⁠ ⁠22, 2025.

Covestro Share Prices Stable in Volatile Environment

Along with the global economy, fiscal⁠ ⁠2025 continued to be impacted by geopolitical tensions resulting from the ongoing war in Ukraine, the escalation of the conflict in the Middle East, as well as U.S. trade policy. These factors prolonged the global demand crisis, which has persisted since the year⁠ ⁠2022, in many industries.

Since the freefloat was below the 10% threshold, Covestro shares were excluded from the DAX as early as at the end of⁠ ⁠2024. Despite its exclusion, Covestro continues to consider this index a benchmark index that is relevant to the company in the year⁠ ⁠2025. The DAX ended the year⁠ ⁠2025 up 23.0% compared with the end of the year⁠ ⁠2024. This contrasted with the performance of European chemical stocks. As of December⁠ ⁠31,⁠ ⁠2025, the STOXX Europe 600 Chemicals^* index was down 4.0% from its level at the beginning of the year. The prices of both stocks had been rising steadily since the beginning of⁠ ⁠2025 and remained stable even during the periods of the tariff announcements by the United States, while the DAX and STOXX Europe 600 Chemicals indices temporarily fell by more than 10%. Both indices had recovered from this temporary weakness by the end of April and rose further until the beginning of June. In the second half of the year, the DAX moved largely sideways in several cycles but, after a brief period of weakness in November, rose sharply toward the end of the year, finishing the year at 24,490.41 points. European chemical stocks, in contrast, reacted to poor economic data and historically low utilization of production facilities, dropping by 4.0% compared with the end of⁠ ⁠2024 to 2,547.06 points.

For the entire year⁠ ⁠2025, the movements in the prices of Covestro shares were determined less by business performance or other external factors than the progress of the regulatory approvals that had to be obtained as part of the takeover by XRG P.J.S.C (XRG) (formerly ADNOC International Limited), Abu Dhabi (United Arab Emirates). In the course of the year, the price of the shares in freefloat (1COV) moved closer to that of the shares tendered to XRG (1CO). Only shortly before the takeover was completed did the price of the shares tendered (1CO) almost reach the offer price, while the price of regular shares (1COV) remained constant around a price of €59.00.

Following media reports about the status of the review process under the Foreign Subsidies Regulation (FSR) on September⁠ ⁠4, 2025, the price of Covestro shares eased by up to 10% in the subsequent days. As a result, on September⁠ ⁠10, 2025, the shares tendered (1CO) reached their low for the year at €54.00 and regular shares (1COV) at €54.42. The prices recovered again to a level around €59.00 before the end of September. The regular share price steadied around €59.00 and the shares tendered continued to record price rises toward the offer price of €62.00, driven above all by the FSR approval being granted by the European Commission on November⁠ ⁠14, 2025 as well as approval by the German Federal Ministry for Economic Affairs and Energy being granted under German investment control on November⁠ ⁠21, 2025.

Ahead of the transfer of shares in step with the payment of the offer price of €62.00 per share, exchange trading of the shares tendered in the 1CO stock line was discontinued as expected. The closing price of the shares tendered was €61.90 on the last trading day, December⁠ ⁠5, 2025. The payout to shareholders, the completion of the takeover, and the intended capital increase of €1.17⁠ ⁠billion were implemented on December⁠ ⁠10, 2025. As a result, the number of shares increased from 189,000,000 to 207,900,000 shares. This gives XRG and its subsidiaries a collective total of 197,718,580 shares, accounting for 95.1% of the increased capital stock of Covestro⁠ ⁠AG.

On December⁠ ⁠22, 2025, trading in Covestro shares (1COV) was terminated on Deutsche Börse’s Xetra platform due to low liquidity. Covestro shares (1COV) closed Xetra trading on December⁠ ⁠22, 2025 at a closing price of €59.98, thus recording a price gain of 6.8% compared to December⁠ ⁠31, 2024. The shares continue to be regularly traded on the Frankfurt Stock Exchange.

At the end of the reporting period, Covestro’s market capitalization stood at €12.5⁠ ⁠billion based on 207,640,330⁠ ⁠shares outstanding. Covestro holds 259,670 treasury shares. Due to the high tender ratio, the average daily Xetra trading volume was at around 195,000 shares for 1CO shares, and therefore significantly higher than the volume of 1COV shares, whose trading volume of around 42,000 shares per day was substantially lower.

Xetra closing prices on Xetra for Covestro; source: Deutsche Börse AG – Xetra trading was discontinued on December⁠ ⁠22, 2025.

Virtual Annual General Meeting Held on April 17, 2025

Covestro⁠ ⁠AG’s Annual General Meeting (AGM) was held on April⁠ ⁠17, 2025. Taking account, in particular, of legislation, the authorization to hold a virtual AGM, the ownership structure, and expected costs, Covestro resolved at the end of⁠ ⁠the year 2024 to hold a virtual AGM, as in the previous year.

Dividend Policy

Since the 2020 Financial Statements, Covestro⁠ ⁠AG’s dividend policy has been more closely linked to the Group’s overall business situation. The policy specifies that Covestro⁠ ⁠AG should distribute between 35% and 55% of the Group’s net income to shareholders of Covestro⁠ ⁠AG. Since the Group again generated negative net income, no dividend will be paid to Covestro⁠ ⁠AG shareholders for fiscal⁠ ⁠2025, as in the two prior years, in accordance with the current dividend policy. Due to the negative net income in the year⁠ ⁠2025, no dividend per share carrying dividend rights was paid for fiscal⁠ ⁠2024.

ADR Program

The American Depositary Receipt (ADR) program grants global investors simplified access to Covestro shares. Covestro ADRs are traded over the counter in the United States under the COVTY ticker symbol. At the end of fiscal⁠ ⁠2025, the total number of outstanding ADRs reached 2.8⁠ ⁠million (previous year: 3.3⁠ ⁠million).

Moody’s Confirms Covestro Rating and Outlook

On April⁠ ⁠28, 2025, Moody’s Investors Service, London (United Kingdom), confirmed Covestro’s Baa2 investment-grade rating with a stable outlook. Covestro intends to continue to maintain financing structures and financial ratios that support a solid investment-grade rating in the future.

Successful Capital Increase Following the Implementation of the Strategic Partnership with XRG

As part of the implementation of the strategic partnership with XRG, the capital increase of 10% of the share capital agreed under the investment agreement of October⁠ ⁠2024 was implemented as planned. As a result of the capital increase, 18,900,000 new, no-par value bearer shares were issued to XRG on December⁠ ⁠10, 2025, whereby shareholders’ legal subscription rights were disapplied. The issue price corresponded to the offer price of €62.00 to the shareholders of Covestro⁠ ⁠AG under the takeover offer. The gross proceeds amounted to €1.17⁠ ⁠billion before commission and are intended to enable Covestro to drive the Sustainable Future corporate strategy. As a result of this capital measure, Covestro’s capital stock increased from €189.0⁠ ⁠million to €207.9⁠ ⁠million.

Five Analysts Neutral on Covestro Shares

Due to the completion of the takeover of Covestro by XRG and the small remaining freefloat, Covestro shares were rated by only a reduced number of analysts as of the end of⁠ ⁠2025. Five securities brokers gave the shares a neutral rating. The average share price target was approximately €62.00 at the reporting date.