Covestro AG, a leading polymer manufacturer based in Leverkusen, Germany, is accelerating its exit from the stock market after its majority shareholder, XRG, crossed a critical ownership threshold, initiating a mandatory squeeze-out process. This development marks a key moment for the company, which has faced mounting financial challenges in 2025, including a net loss of €644 million. The final decision on the delisting will be determined at the Annual General Meeting on May 19, 2026.

Shareholder Vote to Seal Delisting Fate

XRG, an international investment vehicle established in November 2024 with a focus on low-carbon energy and chemical investments, now holds more than 95% of Covestro’s shares. This has triggered a formal squeeze-out procedure, requiring XRG to acquire the remaining minority shares. An independent appraiser is currently determining a fair cash compensation value for these shareholders.

The delisting process has already begun, with Covestro’s listing downgraded from the Prime Standard to the General Standard in early February. The company’s full regulated market admission is set to terminate after May 5, 2026. The acquisition by XRG’s parent company, ADNOC, a state-owned oil and gas company based in Abu Dhabi, represents its largest takeover to date.

2025 Financials Reflect Deep Industry Crisis

Covestro’s latest annual results highlight the severe pressure on the chemical sector. Group revenue declined by 8.7% to €12.9 billion, with EBITDA falling by nearly 31% to €740 million. Free Operating Cash Flow turned negative at €283 million, and the company reported a consolidated net loss of €644 million for the year.

Management cited falling selling prices, adverse currency effects, and structural overcapacity, coupled with persistently low utilization rates, as the primary drivers of the financial downturn. For the fourth consecutive year, Covestro will not pay dividends to shareholders, with the last distribution occurring in 2021. The Performance Materials segment, a key division, saw revenues drop by 12.1% to €6.1 billion.

Strategic Shifts and Executive Changes

Despite these challenges, Covestro is implementing structural countermeasures. Its STRONG cost-saving program has delivered approximately €275 million in savings by the end of 2025, with an annual target of €400 million by 2028. The company is also expanding its operations through the acquisition of two production sites for HDI derivatives from Vencorex, located in Thailand and Texas. This transaction is expected to be finalized in the first half of 2026.

These developments coincide with a pending leadership transition. CEO Markus Steilemann has announced he will not seek a contract extension, with his mandate running until May 2028. CFO Christian Baier will depart the company in September. The supervisory board now faces the challenge of filling both key executive positions.

Covestro’s share price has remained stable near its 52-week high, despite the company’s weak fundamental performance. This divergence has a straightforward explanation: the equity is no longer trading on business results but is solely reflecting the anticipated cash compensation from the impending squeeze-out. For remaining minority shareholders, only one metric now holds relevance — the final compensation amount determined by the independent appraiser.

The vote on May 19, 2026, will effectively close the final chapter in the stock market history of this former Bayer subsidiary. The decision will have far-reaching implications for investors, employees, and the broader chemical sector in Germany.