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BioNTech (BNTX) sets up USD 1.0B Nasdaq ADS repurchase program

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

BioNTech SE has launched a share buyback program for its American Depositary Shares (ADSs) with a total value of up to USD 1.0 billion. The program covers ADSs listed on the U.S. Nasdaq Global Select Market and runs from June 8, 2026 through May 6, 2027.

The company expects to use repurchased ADSs to satisfy obligations in the ordinary course of business, enhance capital efficiency and maintain financial flexibility. The program is carried out under an AGM authorization that permits acquiring up to 10% of share capital, capped at 24.9 million shares, and is structured to comply with EU regulations and U.S. Rules 10b-18 and 10b5-1.

Positive

  • Large authorized buyback capacity: BioNTech’s ADS repurchase program authorizes up to USD 1.0 billion under an AGM mandate that permits reacquiring up to 10% of share capital, or 24.9 million shares, which is a materially sized capital return/capital management tool.

Negative

  • None.

Insights

BioNTech authorizes a sizable, rules-based USD 1.0B ADS buyback.

BioNTech has put in place a share repurchase program of up to USD 1.0 billion in ADSs, within an AGM mandate allowing buybacks up to 10% of share capital, or 24.9 million shares. This is a substantial capacity relative to most programs.

The structure follows EU MAR and Delegated Regulation 2016/1052, as well as U.S. Rules 10b-18 and 10b5-1, with an independent credit institution making trading decisions. This framework is designed to standardize pricing, volume, and disclosure conditions while keeping execution independent from management.

The program runs from June 8, 2026 to May 6, 2027. Transactions must respect price caps tied to recent trading and a limit of 25% of average daily volume over the prior 20 trading days. Execution pace and actual amount used will be visible through transaction reports published within seven trading days and archived for at least five years.

Buyback size USD 1.0 billion Maximum value of ADS share buyback program
Program period start June 8, 2026 Buyback commencement date on Nasdaq Global Select Market
Program period end May 6, 2027 Last day for repurchases under this program
AGM authorization cap 10% of share capital Ceiling for treasury share repurchases under AGM authorization
Maximum shares under AGM authorization 24.9 million shares Maximum number of shares authorized for repurchase
Daily volume limit 25% of average daily volume Cap based on last 20 trading days’ average volume
Disclosure deadline 7 trading days Maximum time after execution to disclose each transaction
Public disclosure period At least 5 years Minimum period transactions remain accessible on company website
share buyback program financial
"authorized a share buyback program of American Depositary Shares (“ADSs”) of BioNTech"
A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.
treasury shares financial
"BioNTech is authorized to acquire treasury shares until May 16, 2029"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
Regulation (EU) No. 596/2014 (MAR) regulatory
"in accordance with the provisions of Art. 5 of the Regulation (EU) No. 596/2014"
Delegated Regulation (EU) 2016/1052 regulatory
"and the Delegated Regulation (EU) 2016/1052 of the European Commission"
Rule 10b-18 regulatory
"designed to comply with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"designed to comply with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
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Form 6-K: How Foreign Companies Report to the SEC →


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a‑16 OR 15d‑16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2026

COMMISSION FILE NUMBER 001-39081
BioNTech SE
(Translation of registrant’s name into English)
An der Goldgrube 12
D-55131 Mainz
Germany
+49 6131-9084-0
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20‑F or Form 40‑F: Form 20‑F ☒ Form 40‑F ☐
Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S‑T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S‑T Rule 101(b)(7): ☐



DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

On June 8, 2026, BioNTech SE (the “Company”) provided an update regarding the share repurchase program announced on May 7, 2026, pursuant to which the Company may purchase American Depositary Shares (“ADSs”), each representing one ordinary share of the Company, for an aggregate amount of up to $1.0 billion. The Company announced that the buyback period will commence on June 8, 2026, on the U.S. Nasdaq Global Select Market stock exchange and will be conducted within the period up to and including May 6, 2027. The announcement is attached as Exhibit 99.1.


SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BioNTech SE
By:
/s/ Ramon Zapata-Gomez
By:
/s/ Dr. Sierk Poetting
Name: Ramon Zapata-Gomez
Name: Dr. Sierk Poetting
Title: Chief Financial Officer
Title: Chief Operating Officer
Date: June 8, 2026


EXHIBIT INDEX
Exhibit
Description of Exhibit
99.1
Disclosure of share buyback program pursuant to Art. 5(1) lit. a) of the Regulation (EU) No. 596/2014 and Art. 2(1) of the Delegated Regulation (EU) 2016/1052




Exhibit 99.1
image_0a.jpg


Disclosure of share buyback program pursuant to Art. 5(1) lit. a) of the Regulation (EU) No. 596/2014 and Art. 2(1) of the Delegated Regulation (EU) 2016/1052
MAINZ, Germany, June 8, 2026 -- On May 7, 2026, BioNTech SE (“BioNTech”), with the approval of its Supervisory Board and Management Board, authorized a share buyback program of American Depositary Shares (“ADSs”) of BioNTech (ISIN: US09075V1026), each representing one ordinary share of BioNTech, with a value of up to USD 1.0 billion (the “Share Buyback”). BioNTech expects to use the repurchased ADSs to satisfy obligations in the ordinary course of business and to enhance capital efficiency and maintain financial flexibility. The buyback period will commence on June 8, 2026, on the U.S. Nasdaq Global Select Market stock exchange and will be conducted within the period up to and including May 6, 2027.

BioNTech will carry out the Share Buyback in accordance with the provisions of Art. 5 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 (“MAR”), and the Delegated Regulation (EU) 2016/1052 of the European Commission of March 8, 2016 with the exception of the restrictions on the purposes specified in Art. 5(2) MAE, and on the basis of the authorization granted by the Annual General Meeting (AGM) of BioNTech on May 17, 2024 (the “AGM Authorization”). Pursuant to the AGM Authorization, BioNTech is authorized to acquire treasury shares until May 16, 2029, in accordance with section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG), in an amount of up to 10% of BioNTech’s share capital existing at the time the authorization resolution is adopted or, if lower, at the time the authorization is exercised. If the shares are repurchased on a stock exchange, the purchase price per share (excluding incidental acquisition costs) shall not exceed the volume-weighted average price of the share during the last three trading days prior to the day of the repurchase by more than 10% and not fall below this price by more than 20%. Therefore, the maximum number of shares that BioNTech is authorized to repurchase under the AGM Authorization is 24.9 million shares. The Share Buyback has also been designed to comply with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934, as amended.

The Share Buyback will be lead-managed by a credit institution mandated by BioNTech, which will make trading decisions concerning the timing of the purchases of BioNTech’s shares independently of BioNTech within the meaning of Art. 4(2) lit. b) of the Delegated Regulation (EU) 2016/1052 and BioNTech will not exercise any influence over the credit institution’s decisions. BioNTech’s right to terminate the credit institution’s mandate remains unaffected and the Share Buyback may be stopped and continued at any time in accordance with relevant legal requirements.

The credit institution shall further comply with all applicable regulatory provisions, in particular, the conditions for trading in Art. 3 of the Delegated Regulation (EU) 2016/1052. Art. 3 requires, inter alia, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. In addition, no more than 25% of the average daily trading volume of the shares at the stock exchange on which the purchase is carried out may be purchased. The average daily trading volume of shares is based on the average daily volume traded in the 20 trading days preceding the date of the relevant purchase.

image_0a.jpg

Transactions made under the Share Buyback program will be duly disclosed pursuant to the requirements of Art. 2 para. 3 of the Delegated Regulation (EU) 2016/1052 no later than by the end of the seventh trading day following the date of the execution of the transaction in a detailed form and in an aggregated form. BioNTech will publish the disclosed transactions on its website at https://investors.biontech.de/stock-information/share-repurchase and will keep that information publicly accessible for a period of at least five years from the date of public disclosure.

Source: View Original Filing on SEC EDGAR

FAQ

What is included in BioNTech (BNTX) 2026–2027 share buyback program?

BioNTech’s program authorizes repurchases of American Depositary Shares up to USD 1.0 billion. Each ADS represents one ordinary share. The company plans to use the shares to meet ordinary-course obligations and to support capital efficiency and financial flexibility over the program’s duration.

When does BioNTech’s USD 1.0 billion ADS buyback start and end?

The buyback begins on June 8, 2026 and continues through May 6, 2027. Repurchases will occur on the U.S. Nasdaq Global Select Market. This defined window sets the timeframe during which BioNTech may execute purchases under the current authorization.

How many shares can BioNTech (BNTX) repurchase under its AGM authorization?

Under the AGM authorization, BioNTech may acquire treasury shares up to 10% of its share capital, with a maximum of 24.9 million shares. This authorization runs until May 16, 2029, providing flexibility beyond the current ADS buyback period described.

On which exchange will BioNTech’s ADS repurchases take place?

BioNTech will conduct its ADS repurchases on the U.S. Nasdaq Global Select Market. The program focuses on American Depositary Shares listed there, aligning the execution venue with where the ADSs are actively traded and priced in U.S. dollars.

How is BioNTech’s share buyback program structured for regulatory compliance?

The program is designed to comply with EU MAR Article 5 and Delegated Regulation 2016/1052, and U.S. Rules 10b-18 and 10b5-1. A mandated credit institution independently decides trade timing while respecting price, volume, and reporting conditions specified in these rules.

Where will investors find disclosures of BioNTech (BNTX) buyback transactions?

Transactions under the buyback will be disclosed no later than the seventh trading day after execution, in detailed and aggregated form. BioNTech will publish this information on its investor website and keep it publicly accessible for at least five years from disclosure.

Filing Exhibits & Attachments

1 document

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