To find out more about the Bayer Group’s legal risks, please see Note [30] to the Consolidated Financial Statements in the Bayer Annual Report 2025, which can be downloaded at www.bayer.com. Since the Bayer Annual Report 2025, the following significant changes have occurred in respect of the legal risks:
Roundup™ (glyphosate): A large number of lawsuits from plaintiffs claiming to have been exposed to glyphosate-based products manufactured by Bayer’s subsidiary Monsanto Company (“Monsanto”) have been served upon Monsanto in the United States. Glyphosate is the active ingredient contained in a number of Monsanto’s herbicides, including Roundup™-branded products. Plaintiffs allege personal injuries resulting from exposure to those products.
In February 2026, Monsanto reached agreement on two significant settlements regarding Roundup™ claims: a proposed US nationwide class settlement and a separate agreement settling certain other Roundup™ claims on mutually acceptable terms. The settlement agreements do not contain any admission of liability or wrongdoing. They are aimed at significantly containing the Roundup™ litigation.
The proposed class settlement is designed to resolve current and future glyphosate-related claims alleging non-Hodgkin lymphoma (“NHL”) injuries regardless of legal theory through a long-term claims program.
The scope of the proposed settlement class covers persons who allege exposure to Roundup™ prior to the settlement date and have a medical diagnosis of NHL or receive a medical diagnosis of NHL before the end of a 16-year period following the effective date of the settlement, which occurs after final state trial court approval of the class settlement agreement and exhaustion of all appellate rights.
To fund the class, Monsanto will make declining capped annual payments for up to 21 years totaling up to US$ 7.25 billion.
Following preliminary approval of the class settlement in March 2026, class members had the opportunity to object to or opt out of the class settlement until June 4, 2026. Monsanto and class counsel both have the right to challenge the validity of the opt-outs. We expect more clarity on the final number of opt-outs prior to the final approval hearing. Monsanto has the right to terminate the class settlement if the number of opt-outs is excessive.
If the state trial court finally approves the class settlement, such approval order would be subject to potential appeals. The class settlement does not become final and effective until all appeal procedures have been concluded, which could take several years.
In April 2025, Monsanto filed a petition for a writ of certiorari with the US Supreme Court in the Durnell case, shortly after the Missouri Supreme Court denied Monsanto’s appeal. In June 2026, the US Supreme Court issued its ruling, affirming that the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) expressly preempts state-based failure-to-warn claims based on allegations that the manufacturer should have used a warning that is different from or in addition to the EPA-approved label.
BASF arbitration: In 2019, Bayer was served with a request for arbitration by BASF. BASF alleged indemnification claims under asset purchase agreements signed in 2017 and 2018 related to the divestment of certain Crop Science businesses to BASF. In 2022, the arbitral tribunal dismissed BASF’s claims in their entirety. In 2023, the Higher Regional Court of Frankfurt am Main (Germany) rejected BASF’s motion to set aside the award. However, the court found that the arbitral award was technically invalid because it did not comply with a German procedural rule regarding the signatures of the tribunal members. According to the court decision, the original arbitration proceedings had not yet come to an end and still had to be concluded by a valid arbitration award that fully complies with the procedural rules. In 2024, the Federal Court of Justice (Germany) overturned the decision of the Higher Regional Court of Frankfurt am Main and remanded the case back to the Higher Regional Court of Frankfurt am Main for a decision on the alleged grounds for annulment, ruling that the procedural rule regarding the signatures of the tribunal members had not been infringed. In June 2025, the Higher Regional Court of Frankfurt am Main decided to dismiss BASF’s arguments and upheld the arbitration award. BASF appealed against the decision to the Federal Court of Justice. In April 2026, the Federal Court of Justice dismissed the appeal as inadmissible. We consider the matter closed.
PCBs: Monsanto has been named in lawsuits brought by various governmental entities in the United States claiming that Monsanto, Pharmacia and Solutia, collectively as a manufacturer of PCBs, should be responsible for a variety of damages due to PCBs in the environment, including bodies of water, regardless of how PCBs came to be located there. PCBs are chemicals that were widely used for various purposes until the manufacture of PCBs was prohibited by the EPA in the United States in 1979.
There are now five attorney general cases pending that claim damages related to PCB contamination of the state’s environment: Delaware, Maine, Maryland, New Jersey and Vermont. Prior cases filed or threatened by Washington, Washington D.C., New Mexico, New Hampshire, Ohio, Pennsylvania and Virginia were settled for a combined total of approximately US$ 456 million. The cases filed or threatened by West Virginia, Illinois, Michigan, and Rhode Island were settled on mutually acceptable terms in December 2025 and May 2026, respectively. The company also settled a pending matter with the State of Oregon for US$ 698 million, reflecting unique circumstances in that State.
Corn seed antitrust litigation: In April 2026, the independent seed company Latham Quality, Inc. filed a class action complaint against Bayer in the United States. The plaintiff is acting on its own behalf and on behalf of a proposed class of similarly situated corn product licensees. It alleges that Bayer unlawfully conspired to restrain trade and monopolized the United States market for genetically engineered corn seed traits through various allegedly anti-competitive practices. The complaint asserts violations of federal and Missouri antitrust laws as well as other state and common law claims. The plaintiff seeks treble damages, punitive damages, injunctive relief, and other remedies on behalf of itself and the proposed class. Bayer believes it has meritorious defenses and intends to defend itself vigorously.