Chairman’s Letter

2025 was a pivotal year for Bayer’s turnaround. We’re gaining ground in our businesses and our strategic priorities. The work is not done. With a mission as pressing as “Health for all, Hunger for none,” it never will be. We have many more improvements to make, but when I look at Bayer today compared to two or three years ago, I see a different company. The journey is far from over, but I hope you’re starting to see that shift too. We have successfully introduced a totally new operating model and are now focused on scaling the gains we see from it. Our Pharmaceuticals portfolio is rejuvenated, including five growth catalysts with blockbuster potential, and we are focused on capturing future growth from the foundation we’ve laid. Crop Science is on track with its Five-Year Framework and will continue to take steps to boost innovation and profitability. We advanced our multi-pronged strategy to significantly contain litigation in 2026. We’ve also made strides in reducing our debt. For the sake of our mission, we press on.

“We have many more improvements to make, but when I look at Bayer today compared to two or three years ago, I see a different company.”

2025 performance: meeting our raised outlook

We delivered on our targets. We knew 2025 would be a challenging year, with headwinds and crosswinds like the loss of exclusivity-related declines of Xarelto™ and regulatory impacts on Crop Science. Thanks to a solid performance in Pharmaceuticals and momentum across our turnaround plan, we were able to absorb these effects and delivered on our targets as a Group.

Our Group sales came in at €45.6 billion. We posted EBITDA before special items of €9.7 billion. Our core earnings per share landed at €4.91 and free cash flow amounted to €2.1 billion. And we reduced our net financial debt to €29.8 billion.

Let’s look at our divisions individually. Our Pharmaceuticals Division exceeded our initial projections, mainly thanks to significant and sustained growth momentum of both Nubeqa™ and Kerendia™. Crop Science progressed as planned and implemented measures to enhance mid-term profitability. We closed the year according to plan and saw positive momentum in corn. Although growth in Consumer Health lagged due to challenging market conditions in the United States and China, we met our profitability guidance. When it comes to the dividend, our focus remains on reducing debt to enhance our financial flexibility. In accordance with the dividend policy we’ve previously communicated, we are proposing that the dividend remains at €0.11 per share.

We’ve taken substantial steps to significantly contain litigation by the end of 2026. Our actions in 2025 positioned the company well to meet this objective. Two weeks ago, Monsanto agreed with leading plaintiff law firms on a proposed class settlement for the glyphosate litigation. This comes on top of the decision by the US Supreme Court to take our case, which is good news for our company and for agriculture. We continue to advance our multi-pronged strategy with a range of measures. Furthermore, in the PCB litigation, Monsanto successfully resolved cases to limit our company’s exposure.

Driving innovation to advance our mission

2025 was a landmark year for our Pharmaceuticals Division, marked by significant advancements that hold promise for patients worldwide. We delivered on our upgraded guidance and renewed our portfolio with multiple high-impact launches of new brands and indications. This includes the extensions of Kerendia™ for treating a common form of heart failure and of our prostate cancer drug Nubeqa™. In the United States, we introduced Lynkuet™, a hormone-free treatment for alleviating vasomotor symptoms (VMS) or hot flashes due to menopause, underscoring our expertise and unwavering commitment to provide meaningful relief and improve the quality of life for women. Additionally, we launched the cardiovascular drug Beyonttra™ in Europe, a treatment option for an underdiagnosed and progressive form of heart disease. Our teams have made Beyonttra™ available in record time and the launch is exceeding expectations.

Furthermore, we received very positive data readouts for asundexian for secondary stroke prevention, demonstrating a significant reduction in the risk of recurrent strokes.

We both strengthened and accelerated our pipeline. Last year, we advanced 16 clinical programs across phases and bolstered our earlier-stage pipeline through five new oncology programs in Phase I. We are also making significant progress in cell and gene therapies, now with seven assets across the platform, including the late-stage investigational cell therapy bemdaneprocel and the gene therapy ametefgene parvec which entered Phase II. These achievements make Bayer the first company to advance both cell and gene therapies against Parkinson’s disease.

Last year, we laid out a comprehensive Five-Year Framework for Crop Science to bolster its bottom line and fund innovation. The plan addresses efficiency gains in R&D and streamlining our production network. A shifting market for agricultural chemicals called for some difficult but necessary decisions, like the planned closure of our Frankfurt site in 2028. This was a painful decision, and one we didn’t make lightly. Going forward, we are doing everything in our power to position our business and innovation pipeline at the vanguard of agricultural innovation. We have taken big steps towards our goal of launching 10 blockbuster products in the next 10 years. Plenexos™, our new insecticide, was successfully launched in Colombia, with Brazil expected to follow soon. We rolled out the breeding version of the Preceon™ Smart Corn System, starting in the top corn-producing US states in 2024, as well as in Italy and Spain in 2025. We are now ready to scale across North America and Europe. In 2026 we expect adoption in the United States to double to 200,000 acres. In Europe we plan to reach 95,000 acres. And we advanced other important development projects. In the next two years, our new herbicide Icafolin and our next-generation soybean traits Vyconic™ and Intacta 5+ will be launched in the United States and Brazil, respectively.

In 2025, Consumer Health navigated a challenging market environment in key countries, leading us to adjust our sales growth guidance downward. Despite these conditions, we successfully met our original margin target. Looking ahead, we have reoriented our business for sustainable, healthy growth by investing in priority brands and markets with the best growth potential — our “power couples.” We’re also exploring opportunities beyond our current portfolio to expand into new markets, segments and channels. One example is the launch of MiraFAST™ soft chews for fast and gentle relief from constipation. We took it from concept to shelves in less than 12 months. We want to scale this speed across the organization.

Our operating model, Dynamic Shared Ownership (DSO), has helped accelerate progress across the company. We’ve made profound changes to the way our company works and is organized. We’ve taken out up to six organizational layers. We have reduced the number of management positions by roughly two-thirds and put the vast majority of decisions in the hands of the people doing the work. The benefits are clear. Product development timelines are shorter. Costs are lower. Speed of decision-making is faster. And the sense of ownership at Team Bayer is up!

We’re building on the speed and creativity we’ve unlocked with our operating model with investments in artificial intelligence. We’re exploring how AI, particularly agentic AI, can accompany core work processes at Team Bayer, helping our people become more efficient, sharing insight and foresight across the company, and accelerating the pace of change. Our in-house AI tool, MyGenAssist, is already empowering employees to streamline workflows, boost efficiency and unlock more creativity.

Our commitment to advancing sustainability remains unwavering. We’re making significant strides in ensuring our operations are powered by green electricity. In China, we’ve signed an agreement to achieve 100% green electricity usage at our production sites this year. Additionally, our production facility in Costa Rica, along with other sites, is transitioning to renewable energy sources. Our efforts have been recognized with an ESG rating of AA from MSCI Solutions for the first time. And we made progress towards our sustainability targets: In 2025, together with our partners, we put self-care in reach for 82 million people in economically or medically underserved communities. We enabled access to modern contraception for 68 million women in low- and middle-income countries. We also supported 53 million smallholder farmers with our products and services.

“We will remain focused on the company’s biggest challenges and opportunities. We're ready to make a statement for our mission in 2026.”

Outlook 2026

We have plenty to look forward to in 2026: In Crop Science, we plan to continue advancing our ten blockbusters and making headway in improving profitability. In Pharmaceuticals, we expect continued momentum behind Nubeqa™ and Kerendia™, and the first full year of sales for Beyonttra™ and Lynkuet™. In an uncertain market environment, Consumer Health is targeting sustainable growth. At the same time, currency fluctuations are expected to weigh on our results. We anticipate that litigation impacts will burden our cash position in 2026 and lead to negative free cash flow for the year. Nonetheless, we expect a solid performance, with robust developments in sales and earnings across our businesses.

In summary: Team Bayer has made progress, but we recognize that there is much more to do. You can count on this: We will remain focused on the company’s biggest challenges and opportunities. We’re ready to make a statement for our mission in 2026.

I want to end with a sincere thank-you — to our teams for their hard work and dedication, and to you, our stockholders, for your interest and continued trust in the progress we’re making together.