How large is Fresenius Medical Care’s new share buyback program announced in 2026?

Fresenius Medical Care plans a new share buyback program with a total volume of around EUR 1 billion. The program will be executed in tranches over 12 months, based on an authorization granted at the May 21, 2026 Annual General Meeting, and complements the company’s dividend payments.

What share capital changes did Fresenius Medical Care (FMS) make with treasury shares?

The company cancelled 24,848,819 treasury shares acquired under a prior buyback, reducing share capital by EUR 24,848,819.00. After this cancellation, share capital amounts to EUR 268,564,630.00, divided into 268,564,630 no-par value bearer shares, each representing EUR 1.00 of share capital.

Fresenius Medical Care (NYSE: FMS) adds new EUR 1B buyback after cancelling 8.5% shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Fresenius Medical Care is emphasizing shareholder returns and strategic growth following a strong 2025. At its Annual General Meeting, shareholders approved a dividend of EUR 1.49 per share for 2025 and endorsed management and supervisory board actions with overwhelming majorities.

The company completed a EUR 1 billion share buyback program, repurchasing 24.8 million shares, or 8.5% of its share capital, and then cancelled 24,848,819 treasury shares, reducing share capital to 268,564,630 shares. A new authorization allows further use and cancellation of treasury shares, including exclusion of subscription rights under defined conditions.

Management highlighted an 8% organic revenue increase, an improvement in group operating margin to 11.3% from 7.9% in three years, and a reduction in the net leverage ratio to 2.5 times from 3.4 times in 2022. The company also launched its FME Reignite strategy through 2030 and is rolling out its FDA-approved 5008X CAREsystem in the United States.

Fresenius Medical Care has now announced another share buyback program with a total volume of around EUR 1 billion to be executed in tranches over 12 months, supported by strong operating cash flow and positioned as a key part of its capital allocation framework alongside dividends.

Positive

Capital return and reduction: Completed a EUR 1 billion buyback, cancelled 24,848,819 shares (about 8.5% of prior share capital), and launched a new share buyback program of around EUR 1 billion over 12 months, materially enhancing shareholder capital return.
Operational and financial improvement: Achieved 8% organic revenue growth, increased group operating margin to 11.3% from 7.9% over three years, and reduced the net leverage ratio to 2.5x from 3.4x in 2022, strengthening the balance sheet.
Strategic and product momentum: Advanced the FME Reignite multi-year strategy through 2030 and began the full U.S. commercial launch of the FDA-approved 5008X CAREsystem, positioning the company for continued growth in kidney care.

Negative

None.

Insights

Large buybacks, capital reduction and better margins support a more shareholder-focused profile.

Fresenius Medical Care reports a completed EUR 1 billion buyback, cancellation of 24,848,819 shares and a new buyback of around EUR 1 billion over 12 months. These steps materially reduce share count and signal an ongoing commitment to capital returns within a defined allocation framework.

Operating performance also improved, with organic revenue growth of 8%, group operating margin rising to 11.3% from 7.9% in three years, and the net leverage ratio falling to 2.5 times from 3.4 times in 2022. This combination of stronger profitability and lower leverage underpins the capacity to fund sizeable repurchases and dividends.

The rollout of the FDA-approved 5008X CAREsystem in U.S. clinics, alongside the FME Reignite strategy through 2030, adds a growth and innovation angle to the capital return story. Subsequent company communications may clarify the pace of execution of the new EUR 1 billion program and its interaction with future strategic investments.

Key Figures

Dividend per share 2025: EUR 1.49 per share Organic revenue growth: 8% Group operating margin: 11.3% +5 more

8 metrics

Dividend per share 2025 EUR 1.49 per share Dividend for fiscal year 2025 approved at AGM

Organic revenue growth 8% Organic revenue growth over past year at constant currency

Group operating margin 11.3% Margin after three years, up from 7.9%

Net leverage ratio 2.5x Net leverage by end of 2025, down from 3.4x in 2022

Completed buyback size EUR 1.0 billion Initial share buyback program completed April 30, 2026

Shares repurchased 24.8 million shares Shares repurchased under initial buyback, about 8.5% of share capital

Post-cancellation share capital 268,564,630 shares Share capital after cancelling 24,848,819 treasury shares

New buyback program Around EUR 1 billion To be executed over 12 months in tranches

Key Terms

FME Reignite, hemodiafiltration-capable 5008X CAREsystem, treasury shares, share buyback program, +2 more

6 terms

FME Reignite financial

"At our Capital Markets Day in June 2025, we introduced FME Reignite – our five-year strategy through 2030."

hemodiafiltration-capable 5008X CAREsystem technical

"we reached a major milestone in 2025 with the U.S. Food and Drug Administration approval of our hemodiafiltration-capable 5008X CAREsystem in the United States."

treasury shares financial

"to authorize the Management Board to use the treasury shares acquired pursuant to this or a prior authorization resolution under certain conditions"

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.

net leverage ratio financial

"we reduced our net leverage ratio to 2.5 times down from 3.4 times in 2022."

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

German Securities Trading Act (WpHG) regulatory

"Notice pursuant to Section 49(1), sentence 1, no. 2 of the German Securities Trading Act (WpHG)"

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

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Accepted by SEC EDGAR 05/26/2026 - 09:59 AM

FAQ

What dividend did Fresenius Medical Care (FMS) approve for fiscal year 2025?

Fresenius Medical Care approved a dividend of EUR 1.49 per share for fiscal 2025. This fits its policy of a stable, predictable payout corresponding to a 30–40% share of net income attributable to shareholders, excluding special items, and follows a EUR 1.44 dividend for 2024.

How has Fresenius Medical Care’s profitability and leverage developed by the end of 2025?

By the end of 2025, group operating margin increased to 11.3% from 7.9% three years earlier, reflecting higher profitability. The net leverage ratio declined to 2.5 times from 3.4 times in 2022, indicating lower relative debt and improved financial flexibility for investments and shareholder returns.

What strategic program is Fresenius Medical Care pursuing through 2030?

Fresenius Medical Care is executing its FME Reignite strategy, a five-year plan introduced at its June 2025 Capital Markets Day and running through 2030. The strategy aims to deliver industry-leading clinical outcomes, above-market margin growth, and sustained value creation built on science, systems, and its global workforce.

What is the significance of the 5008X CAREsystem for Fresenius Medical Care (FMS)?

The FDA-approved 5008X CAREsystem enables high-volume hemodiafiltration therapy in the United States. Fresenius Medical Care began introducing it in select U.S. clinics and is rolling out a full commercial launch in 2026, marking the company’s largest infrastructure upgrade and an important step in U.S. kidney care.

What authorizations regarding treasury shares did Fresenius Medical Care receive in May 2026?

At the May 21, 2026 Annual General Meeting, shareholders authorized the Management Board to use treasury shares under certain conditions while excluding subscription rights, and to cancel such shares. A separate resolution empowered cancellations of treasury shares acquired under current or prior authorizations without another general meeting decision.

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 May 2026

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 ¨

EXHIBITS

The following exhibits are being furnished with this Report:

Exhibit 99.1	Press Release issued on May 21, 2026.

Exhibit 99.2	Convenience translation of the Notice pursuant to Section 49(1), sentence 1, no. 2 of the German Securities Trading Act (WpHG) (Resolution on an authorization to exclude subscription rights in connection with the use of treasury shares).

Exhibit 99.3	Convenience translation of the Notice pursuant to Section 49(1), sentence 1, no. 2 of the WpHG (Resolution on the cancellation of treasury shares for the purpose of reducing the share capital).

Exhibit 99.4	Press Release issued on May 26, 2026.

	This disclosure does not constitute an offer to purchase or a solicitation of any offer to sell any securities.

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: May 26, 2026

	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

Exhibit 99.1

Press Release

Media Contact
Christine Peters
T +49 160 60 66 770
christine.peters@freseniusmedicalcare.com

Sven Jacobsen
T +49 171 28 79 127
sven.jacobsen@freseniusmedicalcare.com

Contact for Analysts and Investors
Dr. Dominik Heger
T +49 6172 609 2525
dominik.heger@freseniusmedicalcare.com

www.freseniusmedicalcare.com/de

Fresenius Medical Care Annual General Meeting: Strengthening performance and advancing innovation in kidney care

	·	Shareholders approve proposed dividend of EUR 1.49 per share
	·	FME Reignite strategy launched in 2025 successfully drives the next phase of value creation
	·	5008X CAREsystem introduced in U.S. clinics; full U.S. commercial launch underway in 2026
	·	EUR 1 billion share buyback program successfully completed, and a new authorization granted to support the Company’s capital allocation framework which includes share buyback programs

Bad Homburg (May 21, 2026) – Fresenius Medical Care (FME), the world’s leading provider of products and services for individuals with renal diseases, has completed a milestone year marked by significant improvements in profitability. Over the past three years, the Company has successfully delivered on its mid-term financial and strategic targets set for 2025. Building on this transformation, Fresenius Medical Care is now focused on executing its FME Reignite strategy and advancing sustainable value creation.

At today’s Annual General Meeting, Michael Sen, Chairman of the Supervisory Board of Fresenius Medical Care AG, said, “We are firmly operating in a new time, defined by geopolitical uncertainty, transactional global relationships, and market volatility. For a global healthcare company such as Fresenius Medical Care, adaptability is decisive. The ability to recognize changes early on and anticipate them will be essential for success. For this, the Company laid the groundwork last year.”

Michael Sen added, “Fresenius Medical Care looks back on a strong year. Financial performance and margins have improved, and leverage has been reduced. Organic revenue growth reached 8 percent¹, driven by positive contributions from all operating segments. On behalf of the Supervisory Board,

I thank the Management Board, under the leadership of Helen Giza, and all 110,000 employees of

¹At constant currency, adjusted for certain reconciling items including revenue from acquisitions, closed or sold operations and differences in dialysis days

Page 1/3

Fresenius Medical Care for their performance. More than 44 million dialysis treatments delivered worldwide, and life-sustaining medical technology supplied to patients in 140 countries are impressive figures. The Company did a lot of things right last year and is now well-positioned. I am confident that Fresenius Medical Care will continue to provide top-tier kidney care in the future while also achieving financial success.”

Helen Giza, CEO and Chair of the Management Board of Fresenius Medical Care AG, said, “2025 marked the culmination of our FME25 turnaround and transformation, a multi-year effort to fundamentally strengthen Fresenius Medical Care. Despite a challenging external environment, we set out to make this Company healthier, more resilient, and more disciplined. I am proud to say that we delivered, and that we have the aspiration to lead kidney care through exceptional patient care and innovation. We closed 2025 at the upper end of our outlook, with solid revenue results and strong operating income growth. Our group operating margin² increased to 11.3 percent, up from 7.9 percent just three years ago; firmly within our mid-term target range of 10 to 14 percent. By the end of last year, we reduced our net leverage ratio to 2.5 times down from 3.4 times in 2022.”

Helen Giza added, “Equally important, we reached a major milestone in 2025 with the U.S. Food and Drug Administration approval of our hemodiafiltration-capable 5008X CAREsystem in the United States. This approval enabled the introduction of high-volume hemodiafiltration therapy in select U.S. clinics, laying the groundwork for the full commercial launch that is currently underway in 2026. We are launching this therapy in the U.S. from a strong foundation. In the United States, nearly 90% of in-center dialysis machines are Fresenius Medical Care devices. The transition to the 5008X CAREsystem will be the largest infrastructure upgrade in our Company’s history – and a defining moment for kidney care in the U.S.”

“Everything we do must serve the people who depend on us: patients and their loved ones,” said Giza. “At our Capital Markets Day in June 2025, we introduced FME Reignite – our five-year strategy through 2030. Our ambition is clear: We strive to deliver industry-leading outcomes, generate margins with above-market growth, and drive value creation. We have the science, the systems, and the people to deliver.” The CEO thanked employees for their dedication and commitment to ensuring high-quality care for patients worldwide.

A majority of 99.87 percent of the votes cast at the Annual General Meeting approved the dividend proposal for fiscal year 2025 of EUR 1.49 per share entitled to dividend (2024: EUR 1.44 per share). Fresenius Medical Care’s dividend policy foresees a stable and predictable dividend development, resulting in a 30 to 40 percent payout ratio of net income³.

² Adjusted for special items

³Net income attributable to shareholders of FME AG excluding special items

Page 2/3

As part of the capital allocation framework, shareholder returns through dividends are complemented by share buybacks. Under an initial €1.0 billion share buyback program, 24.8 million shares – representing 8.5% of the share capital – were repurchased in a significantly accelerated manner. On April 30, 2026, the share buyback program, consisting of two tranches, was successfully completed in under one year, instead of the originally announced two-year period.

With a majority of 97.59 percent, the Annual General Meeting granted the Management Board a new authorization to acquire and use treasury shares for a period of five years. This renewed authorization is intended to support the FME capital allocation framework, which includes share buyback programs to continue shareholder value creation.

The Annual General Meeting approved the Compensation Report for the Management Board and the Supervisory Board for fiscal year 2025 with a majority of 84.67 percent.

The actions of the Management Board and the Supervisory Board for 2025 were formally approved by majorities of 99.87 percent and 97.42 percent, respectively.

Further details on the voting results for these and other agenda items will be published on the Company’s website.

At the Annual General Meeting, 78.71 percent of the share capital was represented.

About Fresenius Medical Care:

Fresenius Medical Care is the world's leading provider of products and services for individuals with renal diseases of which around 4.5 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,539 dialysis clinics, Fresenius Medical Care provides dialysis treatments for approx. 290,000 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

For more information visit the Company’s website at www.freseniusmedicalcare.com.

Disclaimer:

This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to various factors, including, but not limited to, changes in business, economic and competitive conditions, legal changes, regulatory approvals, results of clinical studies, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care’s reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care does not undertake any responsibility to update the forward-looking statements in this release.

Page 3/3

Exhibit 99.2

Convenience Translation

Fresenius Medical Care AG
Hof

ISIN: DE0005785802 // WKN: 578580
ISIN: US3580291066 // CUSIP: 358029106

Notice pursuant to Section 49(1), sentence 1, no. 2
of the German Securities Trading Act (WpHG)
(Resolution on an authorization to exclude subscription rights
in connection with the use of treasury shares)

At its Annual General Meeting on May 21, 2026, under Agenda Item 7, the Annual General Meeting of Fresenius Medical Care AG resolved, among other things, to authorize the Management Board to use the treasury shares acquired pursuant to this or a prior authorization resolution under certain conditions, excluding shareholders’ subscription rights. The treasury shares may also be cancelled in whole or in part.

Further details and provisions of this resolution, as well as its full text, are set forth in the resolution proposal of the Management Board and Supervisory Board regarding Agenda Item 7 of the notice convening the Company’s Annual General Meeting, published in the German Federal Gazette (Bundesanzeiger) on April 7, 2026.

Hof (Saale), May 2026

Fresenius Medical Care AG
The Management Board

Page 1

Exhibit 99.3

Convenience Translation

Fresenius Medical Care AG
Hof

ISIN: DE0005785802 // WKN: 578580
ISIN: US3580291066 // CUSIP: 358029106

Notice pursuant to Section 49(1), sentence 1, no. 2
of the German Securities Trading Act (WpHG)
(Resolution on the cancellation of treasury shares
for the purpose of reducing the share capital)

Exercising the authorization granted by the Annual General Meeting of Fresenius Medical Care AG on May 21, 2026, to cancel shares acquired by the Company on the basis of the aforementioned or a previously granted authorization without a further resolution by the Annual General Meeting, the Management Board resolved on May 21, 2026, to cancel 24,848,819 treasury shares acquired under the share buyback program initiated on August 11, 2025, and concluded on April 30, 2026, thereby reducing the share capital by EUR 24,848,819.00. This corresponds to approximately 8.5% of the share capital prior to the cancellation and share capital reduction.

Following the cancellation of the treasury shares, the share capital of Fresenius Medical Care AG amounts to EUR 268,564,630.00, divided into 268,564,630 no-par value bearer shares, with a proportionate amount of the share capital of EUR 1.00 attributable to each share.

Hof (Saale), May 2026

Fresenius Medical Care AG

The Management Board

Exhibit 99.4

Press Release

Media contact
Christine Peters
T +49 160 60 66 770
christine.peters@freseniusmedicalcare.com

Contact for analysts and investors
Dr. Dominik Heger
T +49 6172 609 2525
dominik.heger@freseniusmedicalcare.com

www.freseniusmedicalcare.com

Fresenius Medical Care announces new share buyback program with a total volume of around EUR 1 billion with phased execution over 12 months

• Total volume of the share buyback is around EUR 1 billion over 12 months

• Share buyback expected to begin in the near future

Bad Homburg (May 26, 2026) – Fresenius Medical Care (FME), the world’s leading provider of products and services for individuals with renal diseases, intends to execute a new share buyback program with a total volume of around EUR 1 billion. The program shall be executed in tranches over a period of 12 months from its start.

The share buyback program is based on the authorization to purchase and use treasury shares granted by the Company’s Annual General Meeting on May 21, 2026. It is expected to begin in the near future and only a few weeks after the previous share buyback program was successfully completed on April 30, 2026. As part of FME’s capital allocation framework, regular share buyback programs complement dividend payments and reflect the Company’s continued focus on disciplined capital allocation and value creation.

Helen Giza, CEO and Chair of the Management Board of Fresenius Medical Care AG, said, “The new share buyback program reflects our unwavering commitment to create value and return capital to shareholders. Launching a new share buyback program shortly after successfully completing our initial EUR 1 billion share buyback – ahead of schedule – demonstrates our financial strength and disciplined execution. This new program underscores our confidence in our FME Reignite strategy, our performance, and the future sustainable profitable growth trajectory of Fresenius Medical Care.”

Page 1/2

Martin Fischer, Chief Financial Officer of Fresenius Medical Care, said, “The new share buyback program is enabled by our strong operating cash-flow generation and financial discipline. Allocating capital to share buybacks delivers attractive and sustainable returns for shareholders.”

Information to previous FME share buyback programs can be found here:

Share buyback | Fresenius Medical Care