SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2025
Commission file number: 001-32749
FRESENIUS MEDICAL
CARE AG
(Translation of registrant's name into English)
Else-Kröner Strasse 1
61346 Bad Homburg
Germany
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
On November 4, 2025, Fresenius
Medical Care AG (the “Company”) issued a Press Release announcing its third quarter results for the period ending September
30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 and the corresponding financial figures as Exhibit 99.2.
The attached Press Release
contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s
performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in
the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement
our third quarter 2025 consolidated financial results presented in accordance with International Financial Reporting Standards, or IFRS,
we have used non-GAAP financial measures, including (a) EBITDA, or operating income excluding interest, taxes, depreciation and amortization,
(b) free cash flow, (c) net leverage ratio (ratio of net debt to adjusted EBITDA) and (d) results presented in constant currency and as
adjusted for special items identified in the Press Release and associated tables. These non-GAAP measures are provided to enhance the
user’s overall understanding of our current financial performance and our prospects for the future. In addition, because we have
historically reported certain non-GAAP financial measures in our financial results, we believe the inclusion of these non-IFRS financial
measures provides consistency and comparability in our financial reporting to prior periods for which these non-GAAP financial measures
were previously reported. These non-GAAP financial measures should not be used as a substitute for or be considered superior to GAAP financial
measures. Reconciliation of the non-GAAP financial measures to the most comparable IFRS financial measures are included in the attached
Financial Statements. As the reconciliation of amounts stated in Constant Currency is inherent in the disclosure included in the Press
Release, we believe that a separate reconciliation would not provide any additional benefit.
The Exhibits attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
EXHIBITS
The following exhibits are being
furnished with this Report:
| Exhibit 99.1 |
Press release issued on November 4, 2025. |
| Exhibit 99.2 |
Complete overview of the third quarter 2025 and first nine months 2025. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
DATE: November 4, 2025
| |
Fresenius Medical Care AG |
| |
By: |
/s/ Helen Giza |
| |
Name: |
Helen Giza |
| |
Title: |
Chief Executive Officer and Chair of the Management Board |
| |
By: |
/s/ Martin Fischer |
| |
Name: |
Martin Fischer |
| |
Title: |
Chief Financial Officer and member of the Management Board |
