The individual components of equity and changes in equity in fiscal years 2024 and 2025 are presented in the Covestro Group consolidated statement of changes in equity.
On December 10, 2025, Covestro AG announced the successful implementation of its strategic partnership with XRG P.J.S.C., Abu Dhabi (United Arab Emirates), (formerly ADNOC International Limited, Abu Dhabi [United Arab Emirates], together with its subsidiaries hereinafter “XRG”). The completion of the transaction marks the official launch of the partnership and was implemented in accordance with the underlying agreements as well as the regulatory approvals granted earlier. Following closure, the purchase price for the tendered shares was paid to Covestro AG shareholders on the basis of the voluntary takeover bid by ADNOC International Germany Holding AG, Munich (Germany), a subsidiary of XRG P.J.S.C., published in October 2024.
The €1.17 billion capital increase agreed in the investment agreement signed between Covestro AG and XRG in October 2024 was implemented as planned in December 2025. As part of the capital increase, 18,900,000 new no-par value bearer shares were issued exclusively to ADNOC International Germany Holding AG, which was entitled to subscribe, and shareholder 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. At the end of 2025, XRG held 197,718,580 shares, representing 95.1% of Covestro AG’s increased capital stock.
See also Capital Market in the “Covestro Shares” and “Significant Events” sections of the Management Report.
The Annual General Meeting (AGM) adopted a resolution on April 16, 2021, authorizing the Board of Management, with the approval of the Supervisory Board, to increase the capital stock of the company by up to €57,960,000 in the period through April 15, 2026 by issuing new, no-par value bearer shares against cash contributions and/or contributions in kind (Authorized Capital 2021).
After partial utilization of the Authorized Capital 2021 in the amount of €18,900,000, this amounted to €39,060,000 as of December 31, 2025.
On April 17, 2025, the AGM authorized the Board of Management to issue bonds with conversion or exchange rights or warrants, or with conversion obligations, or a combination of these instruments on up to 18,900,000 no-par value bearer shares of Covestro AG. Based on this authorization, convertible/warrant bonds can be issued up to a total nominal value of €2.0 billion by the company or a Group company in the period through April 16, 2030. The AGM in the year 2025 also resolved to conditionally increase the capital stock by up to €18.9 million by issuing up to 18,900,000 no-par value bearer shares to grant shares to the holders or creditors of such convertible/warrant bonds (Conditional Capital 2025).
The Conditional Capital 2025 has not been utilized to date.
Covestro AG’s subscribed capital changed as follows in 2025:
| Change in capital stock | ||||
|---|---|---|---|---|
| Number of shares | Of which treasury shares | Shares carrying dividend rights | Capital stock | |
| number | number | number | € million | |
| Dec. 31, 2024 | 189,000,000 | (259,670) | 188,740,330 | 189 |
| Capital increase | 18,900,000 | – | 18,900,000 | 19 |
| Dec. 31, 2025 | 207,900,000 | (259,670) | 207,640,330 | 208 |
Covestro AG’s capital stock as of December 31, 2025, is divided into 207,900,000 (previous year: 189,000,000) no-par value bearer shares and is fully paid up. Each share confers the right to one vote.
By partially utilizing the Authorized Capital 2021 created by the Annual General Meeting on April 16, 2021, the Board of Management resolved on November 21, 2025, with the approval of the Supervisory Board on November 25, 2025, to increase the Company’s share capital by €18.9 million to €207.9 million. The increase was implemented by issuing 18,900,000 new no-par value bearer shares with a proportionate interest in the capital stock of €1.00 each against cash contributions, with disapplication of shareholder subscription rights pursuant to Section 203, Paragraphs 1 and 2, Section 186, Paragraph 3, Sentence 4 AktG, and Article 4, Paragraph 2 of the Articles of Incorporation of Covestro AG. Article 4, Paragraph 1 and Article 4, Paragraph 2 of the company’s Articles of Incorporation were amended accordingly by resolution of the Supervisory Board. The capital increase became effective on December 10, 2025.
As of December 31, 2025, the company continued to hold 259,670 treasury shares (previous year: 259,670), corresponding to 0.1% of the capital stock. The number of shares outstanding as of December 31, 2025, was 207,640,330 (previous year: 188,740,330).
Covestro AG’s capital reserves as of December 31, 2025, were €4,893 million (previous year: €3,740 million). The €1.15 billion increase resulted from the capital increase after deducting transaction costs.
The capital reserves include premiums from the issue of shares.
Retained earnings totaled €1,679 million (previous year: €2,171 million) as of December 31, 2025.
Retained earnings consist of the net income earned both in the current fiscal year and in the past less the dividends paid. This item also includes all remeasurements of the net defined benefit liability for post-employment benefit plans recognized in other comprehensive income and changes in equity instruments measured at fair value through other comprehensive income. Accumulated other comprehensive income includes foreign currency effects from the translation of the annual financial statements of foreign subsidiaries that are recognized directly in equity as well as the effects of changes in the value of derivatives used in cash flow hedges.
See note 24.2 “Financial Risk Management and Information on Derivatives” for further information on derivatives and changes in the cash flow hedge reserve from derivatives.
The dividend available for distribution is based on the distributable profit reported in the annual financial statements of Covestro AG, which were prepared according to the provisions of the German Commercial Code (HGB). Since the 2020 annual financial statements, Covestro AG’s dividend policy has been more closely linked to the Group’s overall business situation and specifies that Covestro AG will distribute a portion 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 for fiscal 2024, 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.
The noncontrolling interests mainly relate to the equity of Covestro Eternal Resins (Kunshan) Co, Ltd, Kunshan (China), Covestro Eternal Resins (Far East) Ltd, Pingtung (Taiwan, Greater China), DIC Covestro Polymer Ltd, Tokyo (Japan), and Sumika Covestro Urethane Company, Ltd, Hyogo (Japan).
The changes in equity attributable to noncontrolling interests are presented in the following table:
| Changes in equity attributable to noncontrolling interests | ||
|---|---|---|
| 2024 | 2025 | |
| € million | € million | |
| January 1 | 28 | 21 |
| Exchange differences on translation of operations outside the eurozone | – | (3) |
| Dividend payments | (1) | (1) |
| Change in equity recognized in profit or loss | (6) | 1 |
| December 31 | 21 | 18 |