This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities. There will be no public offer of the securities in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. An investment decision regarding the securities referred to herein should only be made on the basis of the securities prospectus.
This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons.
The tender offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
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This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities. There will be no public offer of the securities in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. An investment decision regarding the securities referred to herein should only be made on the basis of the securities prospectus.
This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons.
The tender offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Basis of accessAccess to electronic versions of these materials is being made available on this webpage by Bayer in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy securities issued by Bayer. Further, it does not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by Bayer.
Confirmation of understanding and acceptance of disclaimerBy clicking on the "I AGREE" button, I certify that I am not located in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction, where access to the materials is prohibited or restricted.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the "I AGREE" button, I confirm that I am permitted to proceed to electronic versions of these materials.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities. There will be no public offer of the securities in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. An investment decision regarding the securities referred to herein should only be made on the basis of the securities prospectus.
This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons.
The tender offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Basis of accessAccess to electronic versions of these materials is being made available on this webpage by Bayer in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy securities issued by Bayer. Further, it does not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by Bayer.
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This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities. There will be no public offer of the securities in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.
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Basis of accessAccess to electronic versions of these materials is being made available on this webpage by Bayer in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy securities issued by Bayer. Further, it does not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by Bayer.
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This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (https://www.luxse.com).
The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons.
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Leverkusen, April 24, 2026 - The Bayer Group continues to make headway as it looks to advance its turnaround. While speaking at the company's virtual Annual Stockholders' Meeting on Friday, CEO Bill Anderson said: "We see great progress. But the work isn't complete. Yet." Around two years after setting out an agenda to enhance performance and regain strategic flexibility, he explained that "no corner of the company is the same as it was. Bayer is leaner and faster. The Pharmaceuticals portfolio and pipeline are more promising than perhaps ever before. Crop Science is executing its performance improvement plan. The debt burden is lower. We've advanced a multi-pronged strategy to address the litigation uncertainty. Our businesses delivered the 2025 numbers in virtually every metric." Anderson also highlighted the performance of Bayer's employees, as did Chairman of the Supervisory Board Prof. Dr. Norbert Winkeljohann, who expressed his appreciation for their efforts. In addition, Winkeljohann explained that "we have embarked on a clear path to ensure Bayer is best-placed to thrive in the competitive environment - and are committed to making further headway in the year ahead."
Anderson addressed each of the company's five strategic priorities.
Regarding the pipeline and launches in the prescription medicines business (Pharmaceuticals), Bayer has made major progress over the past two years and will continue to advance its efforts in this area. Nubeqa™, a cancer drug, and Kerendia™, a medication for the treatment of heart failure and chronic kidney disease, grew a combined 68 percent in 2025. In view of the recent label extension for Kerendia™, Bayer sees blockbuster potential in both indications. Meanwhile, the heart drug Beyonttra™ has been outpacing sales expectations since its launch. Furthermore, the launch of Lynkuet™, the company's non-hormonal treatment for menopause symptoms, is now being extended to the European Union after starting in the United States. In addition, the study results recently released for asundexian, Bayer's investigational medicine in secondary stroke prevention, underline the drug's major potential.
In the agriculture business (Crop Science), Bayer has launched an extensive performance improvement program, with the division having taken steps to rationalize its portfolio and footprint. In the crop protection business, for instance, it is reshaping its portfolio around higher margin, more innovative products. After launching the insecticide Plenexos™ in Colombia in late 2025, the company expects to achieve registration in Brazil later this year. The product only needs to be applied in small quantities to effectively protect harvests against pests. Looking ahead, the division is planning to deliver major innovations that will really take off in 2027 and beyond. For 2026, meanwhile, the division's performance improvement work remains a top priority, as it takes steps to improve cash generation and strengthen the operational foundation of its business.
Progress on the US litigation front
The company continues to execute its multi-pronged strategy to contain US litigation and has made important strides in this area. In February, Monsanto announced a class settlement, which received preliminary approval in early March. In addition, the US Supreme Court will hear oral arguments in the Durnell case on Monday next week. "This is a big milestone for American farmers, and a lot is riding on it," Anderson said. He also noted how, in early April, lawmakers in Kentucky had voted to enact legislation protecting farmers' access to scientifically regulated crop protection products. Commenting on the company's containment efforts overall, Anderson explained that "this remains an active situation, with important milestones and decisions in the weeks ahead. We continue to take it one day at a time and remain prepared for all scenarios."
Cash generation and deleveraging remains a top priority for Bayer. As previously communicated, the company is therefore proposing to only pay out the legal minimum in dividends for 2025, amounting to 0.11 euros per share. "This is not an easy step, but it remains the right one for the company's financial future," Anderson said, adding: "As we consider our dividend policy going forward, we will carefully look at the company's capital allocation strategy, given our cash and debt position."
On the organizational front, Bayer has reoriented the focus of the firm from "administering" to "doing" while leveraging its new operating model. "Bayer is moving faster, more flexibly, at less cost," Anderson said, with focus now turned to scaling key mechanics and practices of the new system. "We feel this set-up positions us well for the coming artificial intelligence revolution," he explained, while also noting that many companies leading the AI charge are moving in a similar direction: flatter organizations, larger teams, more nimble rhythms, and faster, more fluid sharing of information. In addition, the company continues to make significant investments in its IT infrastructure, in streamlining its systems and simplifying the way it sorts data so that employees and customers alike can benefit from the full intelligence of the enterprise.
In fiscal 2025, Bayer achieved its targets for the year, after having upgraded its currency-adjusted Group outlook for sales and earnings in late July. Sales came in at 45.6 billion euros, while core earnings per share amounted to 4.91 euros. In addition, Bayer generated 2.1 billion euros of free cash flow and reduced its net financial debt to 29.8 billion euros. "In terms of our outlook, we anticipate a solid year across our businesses, which are off to a good start," Anderson noted.
Changes on the Board of Management and Supervisory Board
Appearing at her first Bayer Annual Stockholders' Meeting, Dr. Judith Hartmann introduced herself to shareholders. After having joined the Board of Management on March 1, she will succeed Wolfgang Nickl as CFO when he steps down on May 31, 2026. In addition, the Supervisory Board extended the service contract of CEO Bill Anderson to March 31, 2029, and the service contract of Stefan Oelrich, head of the Pharmaceuticals Division, to October 31, 2029. In March of this year, the Supervisory Board also extended the service contract of Heike Prinz, Labor Director and Board of Management member responsible for Human Resources, to August 31, 2028.
One of the items on the agenda for this year's Annual Stockholders' Meeting concerned the election of two new stockholder representatives to the Supervisory Board. As previously communicated, the candidates proposed for the roles are Marcel Smits and Alfred Stern. In total, three Supervisory Board members step down at the end of the Annual Stockholders' Meeting. In his capacity as Chairman of the Supervisory Board, Winkeljohann thanked Colleen Goggins, Dr. Paul Achleitner and employee representative Frank Löllgen for their many years of dedication and hard work as members of the Supervisory Board and its committees. Bayer has submitted the relevant application for a court-appointed successor to Löllgen.
Notes:
Further information is available online atwww.bayer.com/stockholders-meeting:
- Livestream of the entire Annual Stockholders' Meeting (from approx. 10 a.m. CEST)
- Recording of the speeches by Prof. Dr. Norbert Winkeljohann and Bill Anderson (as soon as possible after the event)
-Voting results (as soon as possible after the event)
- Agenda and further information on the event
Further information is available atwww.bayer.com/news
- Addresses by Prof. Dr. Norbert Winkeljohann and Bill Anderson
- Recent Bayer photo material and images from the Annual Stockholders' Meeting (as soon as they are available)
Find more information atwww.bayer.com.
Forward-Looking Statements
This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer's public reports which are available on the Bayer website atwww.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Bayer AG is a holding company with operating subsidiaries worldwide. References to "Bayer" or "the company" herein may refer to one or more subsidiaries as context requires.
Christian Hartel
Head of Corporate Media Relations
christian.hartel@bayer.com |
Tino Andresen
Corporate Media Relations
tino.andresen@bayer.com |
Contact for investor inquiries: Bayer Investor Relations Team
ir@bayer.com |
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Bayer AG published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2026 at 08:01 UTC.
