Filing Details

On the date of this Schedule 13D/A, following the Share Placement (as defined in Item 6), Fresenius KGaA is the beneficial owner of 83,780,382 Shares, constituting approximately 28.6% of the Company's outstanding voting shares (calculated with reference to 293,413,449 Shares outstanding on February 13, 2025, as reported by the Company on its annual report on Form 20-F for the year ended December 31, 2024). All such 83,780,382 Shares are issued and outstanding and owned directly by Fresenius KGaA. Management SE, the general partner of Fresenius KGaA, exercises investment and dispositive power over the Shares owned by Fresenius KGaA and may be deemed to be a beneficial owner of such Shares.

The number of Shares as to which Fresenius KGaA has the sole power to vote or to direct the vote is 83,780,382. The number of Shares as to which Fresenius KGaA has the sole power to dispose or to direct the disposition of is 83,780,382.

As of the date of this Schedule 13D/A, other than the transactions described in Item 6 (which is incorporated herein by reference), neither Fresenius KGaA nor, to the knowledge and belief of Fresenius KGaA, any of the members of the management board or the supervisory board of Management SE or of the supervisory board of Fresenius KGaA, has effected any transaction in the Shares of the Company during the sixty days preceding the date of this Schedule 13D/A.

The information set forth under the caption "Share Placement" within Item 6 of the Schedule 13D is hereby amended and restated as follows: Share Placement On March 3, 2025, Fresenius KGaA, as the seller, entered into a share purchase agreement (the "Share Purchase Agreement") with BofA Securities Europe SA and Goldman Sachs Bank Europe SE, as joint global coordinators and joint bookrunners (the "Joint Global Coordinators"), BNP PARIBAS and Deutsche Bank Aktiengesellschaft, as joint bookrunners (together with the Joint Global Coordinators, the "Joint Bookrunners"), and Banco Santander S.A., as co-lead manager (together with the Joint Bookrunners, the "Managers") pursuant to which the Managers agreed, severally and not jointly, to use their respective reasonable endeavors to procure purchasers for Shares at a quantity and price to be determined pursuant to an accelerated book building process (the "Share Placement"). Pursuant to the pricing agreement dated March 4, 2025 (the "Share Pricing Agreement"), 10.6 million Shares were sold at a price of EUR 44.50 (approximately $46.73 at the pricing of the Share Placement) per Share. Such Shares were sold in an unregistered offering pursuant to exemptions from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Share Placement closed on March 6, 2025. Pursuant to the Share Purchase Agreement, Fresenius KGaA undertook that it would not, without the prior written consent of the Joint Global Coordinators on behalf of the Managers, sell, contract to sell, offer, pledge, assign, grant any option over or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities exchangeable for or convertible into, or substantially similar to, Shares, or enter into any other transaction with the same economic effect, for a period beginning on March 4, 2025 and ending 180 days thereafter, subject to certain exceptions, including for the Exchangeable Bond Offering, which is expected to close on March 11, 2025, subject to the conditions set forth in the Exchangeable Bond Subscription Agreement.