On December 10, 2025, Covestro AG announced the successful implementation of its strategic partnership with XRG P.J.S.C. (formerly ADNOC International Limited, 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.
XRG is an international investment company that invests across segments in natural gas, chemicals, and scalable energy solutions that drive the development of artificial intelligence and industrial applications worldwide. With XRG as a shareholder with a long-term outlook, Covestro plans to drive its transformation further – with a focus on expanding its circular economy ambitions, digital transformation through advanced technologies such as artificial intelligence and quantum computing, as well as strengthening its activities in high-growth sectors such as mobility, construction, and electronics. XRG’s expertise in the energy transition will complement Covestro’s sustainability objectives, create access to more sustainable energy solutions, and increase resilience in a rapidly changing global environment.
Key elements of the agreed strategic partnership between XRG and Covestro include, among other things, that Covestro acts as a global platform for XRG’s performance materials and special chemicals business. According to the conditions of the investment agreement, Covestro will retain its independence as a business; the Board of Management headed by Dr. Markus Steilemann will continue to be responsible for operational management and strategic alignment. In accordance with the investment agreement signed between Covestro AG and XRG in October 2024, Covestro will retain its corporate structure, the German Corporate Governance Standards, existing works agreements, as well as its corporate headquarters in Leverkusen (Germany). The investment agreement has a fixed term to the end of Dezember 31, 2028.
Under the investment agreement, the Board of Management and Supervisory Board of Covestro AG resolved that, on completion of the transaction, the capital stock of the company is to be increased by 10% (18,900,000 shares). The agreed capital increase of €1.17 billion was implemented as planned in December 2025; it will provide Covestro with additional funds to drive the Sustainable Future corporate strategy further. By combining XRG’s skills and global reach with Covestro’s expertise in advanced technologies and circular solutions, the two companies want to unlock new opportunities and create long-term value for all stakeholders.
Further information on the transaction is provided on the following website: www.covestro-offer.com.
LyondellBasell (LYB) and Covestro jointly decided in the first quarter of 2025 to close permanently the propylene oxide/styrene monomer (POSM) production facility at the Maasvlakte (Netherlands) site in the Rotterdam region. The joint operation, in which LYB and Covestro hold an interest of 50% each, operates under the name “LyondellBasell Covestro Manufacturing Maasvlakte V.O.F.”
The decision, which was taken after a thorough review, is due to continuing pressure on the profitability of the site in Maasvlakte because of global surplus capacities, a sharp rise in imports from Asia, and high production costs in Europe. This situation is expected to continue and production is therefore not expected to be profitable in the longer term. Until the end of the year 2026, LYB will carry out a process for the safe closure of the facility and make preparations for its demolition.
This action marks another step in the global transformation program STRONG, which was launched in the year 2024. Expenses of €81 million were recognized for this action, which affected EBITDA in the year 2025; they are attributable to the Performance Materials segment. In addition, impairment losses of €17 million (previous year: €59 million) were incurred in connection with the action.
On May 1, 2025, Covestro successfully completed the sale of its business activities at the East Providence site, Rhode Island (United States). The production of polyurethane dispersions (PUD) located there was part of the Solutions & Specialties segment. A total purchase price of €8 million had been agreed. The sale marks another action under the global transformation program STRONG.
See note 5.2 “Acquisitions and Divestitures” in the Notes to the Consolidated Financial Statements.
Monique Buch, who had been appointed as a new member of the Board of Management already as of June 1, 2025, succeeded Sucheta Govil as Chief Commercial Officer (CCO) as of August 1, 2025. Sucheta Govil had been the company’s CCO since the year 2019. Her two consecutive terms of office at Covestro ended on July 31, 2025. As CCO, Monique Buch is responsible for the Solutions & Specialties segment, heading six business units in this capacity, including the Supply Chain & Logistic units in the three regions.
Covestro’s Chief Financial Officer, Christian Baier, informed the Chairman of the Supervisory Board of the company in December 2025 that he would not extend his contract and leave Covestro at his own request after the end of his period of office in September 2026. Until his departure, Christian Baier will continue his work as Chief Financial Officer to the full extent and with the same high level of commitment. Christian Baier has been a member of Covestro’s Board of Management since October 2023 and, as Chief Financial Officer, is responsible for, among others, the corporate Accounting, Controlling, and Finance & Insurance functions.
On August 13, 2025, Covestro signed an agreement with Vencorex Holding SAS, Lyon (France), a subsidiary of the Thai chemical company PTT Global Chemical Public Company Limited, Bangkok (Thailand), to acquire two companies with standalone production sites for hexamethylene diisocyanate (HDI) derivatives in Rayong (Thailand) und Freeport, Texas (Unites States). The companies and sites were formerly part of the French aliphatics specialist Vencorex.
With this acquisition, Covestro strategically expands and improves its production network for aliphatic isocyanates in the United States and in the APAC region. In this way, the company further advances the implementation of its Sustainable Future corporate strategy by continuing its growth in profitable and innovative business areas like Coatings & Adhesives. The transaction is expected to be completed in the first half of 2026.
Covestro successfully completed the acquisition of Pontacol AG, Schmitten FR (Switzerland), a manufacturer of multilayer adhesive films, from LAS Holding AG, Sempach Station (Switzerland), as of August 28, 2025. The Group had already signed an agreement to that effect on June 23, 2025. Since the purchase price was lower than fair value, the acquisition resulted in a gain of €12 million.
With this acquisition, Covestro is expanding its films business to include highly specialized flat and blown films. These products strategically complement the existing portfolio and open up new growth opportunities – particularly in key future markets such as medical technology, mobility, and the textile industry, where global demand for functional films continues to rise.
Covestro will take over two specialized production sites focusing on different film technologies in Switzerland and Germany with around 100 employees. In doing so, the company will not only strengthen its global production network, but also improve the regional availability of adhesive films. The acquisition will furthermore unlock further potential for Covestro to add value through supplementary technologies, an expanded customer and product portfolio, as well as synergies in central functions and procurement.
See note 5.2 “Acquisitions and Divestitures” in the Notes to the Consolidated Financial Statements.
On July 12, 2025, there was a fire in an external substation at Chempark Dormagen, which is operated by the chemical site operator Currenta. The fire caused a power failure in parts of the Chempark, which affected, among others, polyurethane dispersion (PUD) and polyether polyol (PET) operations, the chlorine plant, as well as the toluene diisocyanates (TDI) production of Covestro. Force majeure was declared for deliveries of all relevant product groups from Dormagen. Covestro had not yet fully canceled the force majeure declarations issued to affected customers as of December 31, 2025. The event had a negative impact on EBITDA in the low triple-digit million euro range for the Covestro Group in fiscal 2025.
Significant events that occurred after December 31, 2025 (reporting date) are presented in the consolidated financial statements.
See note 30 “Events after the End of the Reporting Period” in the Notes to the Consolidated Financial Statements.