Evotec stake: MAK Capital discloses 7.1% holding

Evotec SE received an updated ownership and cooperation disclosure from MAK Capital Fund and related parties.

Rhea-AI Filing Summary

Evotec SE received an updated ownership and cooperation disclosure from MAK Capital Fund and related parties. The group reports beneficial ownership of 12,681,898 Ordinary Shares, representing about 7.1% of Evotec’s 177,877,782 outstanding Ordinary Shares and ADS-equivalent shares as of May 1, 2026.

MAK Fund bought these shares in open-market transactions for an aggregate purchase price of approximately 73,333,274 euros, excluding commissions. MAK and Evotec entered into a cooperation agreement on April 29, 2026, under which Evotec will nominate Dr. Wolfgang Hofmann to its Supervisory Board at the June 11, 2026 AGM, and the agenda includes increasing the Supervisory Board from six to seven members. MAK Fund agreed to customary voting and cooperation commitments, including supporting board expansion and the issuer’s nominees for the open seats.

Insights

Governance & Activism Analyst

MAK Capital discloses a 7.1% Evotec stake and a cooperation-based board refresh.

MAK Capital Fund and affiliates report beneficial ownership of 12,681,898 Evotec Ordinary Shares, equal to about 7.1% of the company’s 177,877,782 outstanding shares as of May 1, 2026. The position was built in open-market purchases totaling about 73,333,274 euros.

The filing documents a cooperation agreement where Evotec will nominate Dr. Wolfgang Hofmann to the Supervisory Board and seek to expand it from six to seven members at the June 11, 2026 AGM. MAK commits to vote for the expansion and support the issuer’s slate for the seats up for election.

This points to a negotiated alignment rather than an adversarial activist campaign. The impact will depend on how the refreshed Supervisory Board influences Evotec’s long-term strategy and capital allocation, which would be observable in subsequent corporate actions and disclosures after the AGM.

Key Figures

Beneficial ownership: 12,681,898 shares Ownership percentage: 7.1% Outstanding shares: 177,877,782 shares +3 more

6 metrics

Beneficial ownership 12,681,898 shares Shares beneficially owned by MAK Fund

Ownership percentage 7.1% Portion of Evotec Ordinary Shares outstanding

Outstanding shares 177,877,782 shares Evotec Ordinary Shares and ADS-equivalent as of May 1, 2026

Aggregate purchase price 73,333,274 euros Cost of 12,681,898 shares, excluding commissions

AGM date June 11, 2026 Annual General Meeting to vote on board changes

Board size change 6 to 7 members Proposed Supervisory Board expansion

Key Terms

beneficially owns, cooperation agreement, Supervisory Board, American Depositary Shares, +2 more

6 terms

beneficially owns financial

"As of the date hereof, MAK Fund beneficially owns directly 12,681,898 Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

cooperation agreement regulatory

"MAK Fund and Issuer signed a cooperation agreement on April 29, 2026"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Supervisory Board financial

"Issuer will nominate Dr. Wolfgang Hofmann for election as an independent member of the Supervisory Board"

A supervisory board is an independent oversight body that watches over a company’s executive managers, reviews strategy, approves major decisions, and hires or removes top executives. It acts like an impartial group of guardians or referees who make sure managers are running the business responsibly and within agreed rules. Investors care because strong oversight can reduce risks, improve accountability, and protect long‑term shareholder value.

American Depositary Shares financial

"including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

working capital financial

"The Shares purchased by MAK Fund were purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

Schedule 13D regulatory

"This Amendment 2 to the statement on ("Amendment 2") to the filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Evotec SE (EVO) does MAK Capital now beneficially own?

MAK Capital Fund and related parties beneficially own about 7.1% of Evotec SE. They hold 12,681,898 Ordinary Shares out of 177,877,782 outstanding shares as of May 1, 2026, based on the issuer’s reported share count.

What did MAK Capital pay for its Evotec SE (EVO) share position?

MAK Capital Fund purchased its 12,681,898 Evotec shares for approximately 73,333,274 euros. These shares were acquired using working capital in open-market transactions, excluding brokerage commissions, according to the Schedule 13D/A disclosure.

What cooperation agreement exists between MAK Capital and Evotec SE (EVO)?

MAK Fund and Evotec signed a cooperation agreement on April 29, 2026. Evotec agreed to nominate Dr. Wolfgang Hofmann to its Supervisory Board, while MAK Fund accepted customary voting and cooperation commitments related to board expansion and supporting the issuer’s nominees.

How will Evotec SE’s Supervisory Board change under this agreement?

The AGM agenda includes increasing the Supervisory Board from six to seven members. Evotec plans to nominate Dr. Wolfgang Hofmann as an independent member and has previously announced nominating Dieter Weinand as Chairman, with MAK Fund supporting these and the remaining issuer-nominated candidates.

Who are the reporting persons in the Evotec SE (EVO) Schedule 13D/A filing?

The reporting persons are MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman. MAK Capital is the investment manager of the fund, and Kaufman is the managing member, giving them shared voting and dispositive power over the 12,681,898 Evotec shares.

How are American Depositary Shares treated in this Evotec SE (EVO) ownership calculation?

The ownership percentage is based on 177,877,782 Ordinary Shares, including shares in the form of American Depositary Shares. Each ADS represents one-half of one Ordinary Share, and this combined figure is used to calculate the 7.1% stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 05:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Evotec SE

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

30050E105

(CUSIP Number)

David N. Smith, Jr
590 Madison Avenue, 31st Floor
New York, NY, 10022
212-486-3211

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30050E105

1

Name of reporting person

MAK Capital Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,681,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,681,898.00

11

Aggregate amount beneficially owned by each reporting person

12,681,898.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

For item 13: The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of May 1, 2026, as reported by the Issuer on its website.

SCHEDULE 13D

CUSIP Number(s): 30050E105

1

Name of reporting person

MAK Capital One L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,681,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,681,898.00

11

Aggregate amount beneficially owned by each reporting person

12,681,898.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

For item 13: The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of May 1, 2026, as reported by the Issuer on its website.

SCHEDULE 13D

CUSIP Number(s): 30050E105

1

Name of reporting person

Michael A. Kaufman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,681,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,681,898.00

11

Aggregate amount beneficially owned by each reporting person

12,681,898.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

For item 13: The calculation is based upon 177,877,782 Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of May 1, 2026, as reported by the Issuer on its website.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, no par value per share
(b)	Name of Issuer: Evotec SE
(c)	Address of Issuer's Principal Executive Offices: Essener Bogen 7, Hamburg, GERMANY , 22419.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares purchased by MAK Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the: 12,681,898 Shares beneficially owned by MAK Fund is approximately 73,333,274 euros, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	SCHEDULE 13D A/2 Amendment 2 This Amendment 2 to the statement on Schedule 13D ("Amendment 2") to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the MAK Capital Fund LP, a Bermuda limited partnership ("MAK Fund"), MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"), as the investment manager of MAK Fund and Michael A. Kaufman, as Managing Member of MAK Capital (collectively with MAK Fund and MAK Capital, "MAK" and together MAK Fund and MAK Capital collectively the "Reporting Persons") on March 30, 2026 (the "Original Schedule 13D") and amendment number 1 thereto filed on April 6, 2026 ("Amendment 1" and together with this Amendment 2 and the Original Schedule 13D, "Schedule 13D") amends and supplements the Original Schedule 13D and Amendment 1 and relates to to the ordinary shares, no par value per share (the "Shares") of EVOTEC SE (the "Issuer") beneficially owned by the Reporting Persons. The principal executive offices of the Issuer are located at Essener Bogen 7, Hamburg, GERMANY , 22419. Except as set forth herein in this Amendment 2, the Schedule 13D is unmodified. In furtherance of the Purpose of Transaction, MAK Fund and Issuer signed a cooperation agreement on April 29, 2026. Under the terms, described further in the press release by Issuer filed with the SEC as Exhibit 99.1 to Issuer's Current Report on Form 6-K on April 30, 2026, Issuer will nominate Dr. Wolfgang Hofmann for election as an independent member of the Supervisory Board at the company's upcoming Annual General Meeting ("AGM") to be held on June 11, 2026. The AGM agenda also includes the previously announced nomination of Dieter Weinand as Chairman of the Supervisory Board, and a proposal to increase the size of the Supervisory Board from six to seven members. Per the cooperation agreement MAK Fund has agreed to customary voting and cooperation commitments, including voting in favor of expanding the board to seven members and supporting the three candidates nominated by Issuer to the remaining three seats open for election. The summary above of the terms of the cooperation agreement is qualified in its entirety by reference to the press release, a copy of which is filed as Exhibit 99.1, to the Issuer's Current Report on Form 6-K filed on April 30, 2026 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. The aggregate percentage of Shares reported owned by each person named herein is based upon 177,877,782 Shares (including Shares in the form of American Depositary Shares, each representing one-half of one Ordinary Share), outstanding as of May 01, 2026, as reported by the Issuer on its website. As of the date hereof, MAK Fund beneficially owns directly 12,681,898 Shares, representing approximately 7.1% of the outstanding Shares. MAK Capital, as the investment manager of MAK Fund, may be deemed to beneficially own the 12,681,898 Shares beneficially owned directly by MAK Fund, representing approximately 7.1% of the outstanding Shares. Mr. Kaufman, as the Managing Member of MAK Capital, may be deemed to beneficially own the 12,681,898 Shares beneficially owned directly by MAK Fund, representing approximately 7.1% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Each of MAK Fund, MAK Capital and Mr. Kaufman may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by MAK Fund.
(c)	The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the addition of the following: The information set forth in Item 4 of this Amendment 2 is incorporated by reference in its entirety into this Item 6. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in Securities in the Last 60 Days. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAK Capital Fund LP

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	05/01/2026

MAK Capital One L.L.C.

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	05/01/2026

Michael A. Kaufman

Signature:	/s/ Michael A. Kaufman
Name/Title:	Michael A. Kaufman
Date:	05/01/2026