Philips (NYSE: PHG) gives Exor room to lift its stake

Rhea-AI Filing Summary

KONINKLIJKE PHILIPS NV (symbol PHG) received an updated Schedule 13D/A from Giovanni Agnelli B.V. and Exor N.V., which together report beneficial ownership of 185,932,684 ordinary shares, representing 19.03% of Philips’ outstanding ordinary share capital. They report sole voting and sole dispositive power over these shares.

On August 10, 2026, Philips and Exor entered into an Amended Relationship Agreement that increases the legal and beneficial ownership limit that Exor and its affiliates are permitted to acquire, from 20.0% to 22.0% of the issued outstanding ordinary shares and voting rights. The reporting persons state that, apart from the matters described, neither they nor the listed related persons have traded in Philips shares in the previous 60 days.

Filing Explained

The amendment states that although Giovanni Agnelli B.V. and Exor N.V. report sole voting and dispositive power over Philips shares, neither reporting person has the right to receive dividends or direct receipt of dividends or sale proceeds from those securities.

Key Figures

Beneficial ownership: 185,932,684 shares Ownership percentage: 19.03% Sole voting power: 185,932,684 shares +4 more

7 metrics

Beneficial ownership 185,932,684 shares Ordinary shares of KONINKLIJKE PHILIPS NV beneficially owned by each reporting person

Ownership percentage 19.03% Percent of class of KONINKLIJKE PHILIPS NV ordinary shares represented by 185,932,684 shares

Sole voting power 185,932,684 shares Shares of KONINKLIJKE PHILIPS NV over which each reporting person has sole voting power

Sole dispositive power 185,932,684 shares Shares of KONINKLIJKE PHILIPS NV over which each reporting person has sole dispositive power

Prior ownership cap 20.0% Previous limit on legal and beneficial ownership under the Relationship Agreement

New ownership cap 22.0% Increased legal and beneficial ownership limit under the Amended Relationship Agreement

No-trade lookback period 60 days Period during which reporting persons state they have not effected transactions, except as described

Key Terms

Schedule 13D, beneficially owned, sole voting power, sole dispositive power, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 4 relates to the filed on August 23, 2023"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 185,932,684.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 185,932,684.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 185,932,684.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Amended Relationship Agreement regulatory

"entered into an amendment to the Relationship Agreement (the "Amended Relationship Agreement")"

FAQ

How much of KONINKLIJKE PHILIPS NV (PHG) do Giovanni Agnelli B.V. and Exor N.V. currently own?

They report beneficial ownership of 185,932,684 ordinary shares of KONINKLIJKE PHILIPS NV, representing 19.03% of the outstanding ordinary shares. They also report sole voting and sole dispositive power over these shares.

What ownership cap for PHG shares applies to Exor under the amended agreement?

Under the Amended Relationship Agreement, Exor and its affiliates are permitted to acquire up to 22.0% of KONINKLIJKE PHILIPS NV’s issued outstanding ordinary shares and voting rights, increased from the previous limit of 20.0%.

Did Exor or Giovanni Agnelli B.V. report any recent trading in PHG shares?

They state that, except as described in the filing, neither the reporting persons nor, to their knowledge, the persons listed on Schedule A have effected any transactions in KONINKLIJKE PHILIPS NV shares during the past 60 days.

Do the reporting persons share voting or dispositive power over PHG shares with others?

They report sole voting power and sole dispositive power over 185,932,684 KONINKLIJKE PHILIPS NV ordinary shares, and 0 shared voting or shared dispositive power.

What is the purpose of this Amendment No. 4 to the PHG Schedule 13D?

Amendment No. 4 updates the Schedule 13D to reflect the Amended Relationship Agreement between KONINKLIJKE PHILIPS NV and Exor, which raises Exor’s permitted legal and beneficial ownership limit from 20.0% to 22.0% of Philips’ issued outstanding ordinary shares and voting rights.

Who are the reporting persons in this PHG Schedule 13D/A filing?

The reporting persons are Giovanni Agnelli B.V. and Exor N.V., both organized in the Netherlands. They jointly report beneficial ownership and control of 185,932,684 KONINKLIJKE PHILIPS NV ordinary shares.

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

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Available on EDGAR 08/21/2026 - 03:04 PM Accepted by SEC EDGAR 08/21/2026 - 03:03 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. 4)

Koninklijke Philips NV

(Name of Issuer)

Ordinary shares, par value Euro 0.20 per share

(Title of Class of Securities)

000000000

(CUSIP Number)

Jeff Hendrickson Esq.
Allen Overy Shearman Sterling LLP, One Bishops Square
London, X0, E1 6AD
020 3088 0000

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

08/10/2026

(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): 000000000

1

Name of reporting person

Giovanni Agnelli B.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 185,932,684.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 185,932,684.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

185,932,684.00

12

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

13

Percent of class represented by amount in Row (11)

19.03 %

14

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Exor N.V.

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

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 185,932,684.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 185,932,684.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

185,932,684.00

12

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

13

Percent of class represented by amount in Row (11)

19.03 %

14

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value Euro 0.20 per share
(b)	Name of Issuer: Koninklijke Philips NV
(c)	Address of Issuer's Principal Executive Offices: Prinses Irenestraat 59, Amsterdam, NETHERLANDS , 1077 WV.
Item 1 Comment: This Amendment No. 4 (the "Amendment No. 4") relates to the Schedule 13D filed on August 23, 2023 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 (the "Amendment No. 1") on May 14, 2024, Amendment No. 2 (the "Amendment No. 2") on June 21, 2024 and Amendment No. 3 (the "Amendment No. 3") on March 18, 2025 (together with the Original Schedule 13D and Amendment No. 1, Amendment No. 2 and Amendment No. 3, the "Schedule 13D"), which were filed with the Securities and Exchange Commission by (1) Giovanni Agnelli B.V. ("G.A.") and (2) Exor N.V. ("Exor") (each a "Reporting Person", and collectively referred to herein as the "Reporting Persons") with respect to the ordinary shares (the "Shares") of Koninklijke Philips NV ("Philips" or the "Issuer").
Item 2.	Identity and Background
(c)	The information set forth in Schedule A of Item 2 (c) of the Original Schedule 13D is hereby amended to the information set forth in Schedule A attached hereto.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On August 10, 2026, the Issuer and Exor entered into an amendment to the Relationship Agreement (the "Amended Relationship Agreement") that increased the legal and beneficial ownership limit from 20.0% to 22.0% of the issued outstanding ordinary share and voting rights that Exor and its affiliates are permitted to acquire under the Amended Relationship Agreement. The foregoing description of the Amended Relationship Agreement is qualified in its entirety by reference to the full text of the Amended Relationship Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Rows (11) and (13) of the cover pages to this Amendment No. 4 are incorporated by reference herein.
(b)	Rows (7) through (10) of the cover pages to this Amendment No.4 are hereby incorporated by reference.
(c)	Except as described herein, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have effected any transactions with respect to the Shares during the past 60 days.
(d)	Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5.
(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 in Item 4 is incorporated herein by reference. The Amended Relationship Agreement is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement, dated as of August 23, 2023, by and among Giovanni Agnelli B.V. and Exor N.V.* Exhibit 99.A: Schedule A Exhibit 99.2: Amended Relationship Agreement *Filed previously

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.

Giovanni Agnelli B.V.

Signature:	/s/ Guido De Boer
Name/Title:	Guido De Boer, Authorized Signatory
Date:	08/21/2026

Exor N.V.

Signature:	/s/ Guido De Boer
Name/Title:	Guido De Boer, Authorized Signatory
Date:	08/21/2026