Gerresheimer: 160 Years of Corporate History — and One Paragraph in the Auditor's Report That Changes Everything

There is an investor weakness that works far more quietly than greed: trust in age. A company that has existed since 1864, whose vials sit in every medicine cabinet and whose name has been on an exchange for decades, surely cannot get into real trouble — the thought arrives almost by itself, which is why hardly anyone checks. So let us make a deal: we will read Gerresheimer AG's (Xetra: GXI) Annual Report 2025 together all the way to the end — including the part nobody reads, the independent auditor's report. Since June 29, 2026 it has contained a section of its own, headed "Material Uncertainty about the Ability to Continue as a Going Concern."

That names the central tension of this analysis, and it runs through every chapter: the operating business is real, it has grown, and it sits in a market that is growing — but the balance sheet above it has become so heavy that the auditor was no longer willing to sign off on the company's continuation without a warning. And the way out that management has found consists of selling the highest-margin piece.

What Gerresheimer Actually Does

Gerresheimer is not a pharmaceutical company; it is the supplier no pharmaceutical company can do without. The group, headquartered in Duesseldorf, describes itself in the annual report as a systems and solutions provider to the pharma, biotech and cosmetics industries. Translated into everyday terms: if a drug is the content, Gerresheimer builds the packaging, the dosing aid and the device that gets the content into a human being.

The portfolio ranges from injection vials, cartridges and ampoules through tablet containers and infusion, dropper and syrup bottles to syringes, pens, autoinjectors, inhalers and drug pumps. As of November 30, 2025, 13,528 people worked there (prior year: 12,142). The fiscal year does not end on December 31 but on November 30 — fiscal 2025 therefore covers December 1, 2024 through November 30, 2025. Anyone comparing Gerresheimer quarters with those of other suppliers is comparing shifted periods.

From fiscal 2026 the group reports in three divisions: Containment & Delivery Systems (comprising Primary Packaging Plastics, Centor, Medical Systems and Advanced Technologies), Primary Injectable Solutions and Moulded Glass. That structure matters immediately — because the sale now underway comes out of the first and largest of the three.

Company history for investors

1. 2007

   IPO in Frankfurt

   Listed since 2007, today in the Prime Standard — a long balance sheet history against which the collapse of fiscal 2025 can be measured.

2. 2025

   BaFin special examination of the 2024 accounts

   Bill and hold revenue of roughly EUR 28 million did not survive scrutiny; the error correction cut 2024 revenue by EUR 44.6 million.

3. 2026

   Annual Report 2025 with a going concern paragraph

   Published June 29, 2026, re-prepared July 23: KPMG names a going concern risk, net financial debt stood at EUR 2,012.9 million.

4. 2026

   Sale of Centor and the plastics business to Apax

   Agreed July 29, 2026 at roughly EUR 1.5 billion of enterprise value — the central deleveraging step, taken out of the highest-margin division.

5. 2026

   First half with EUR 92 million outflow in Q2

   The figures of September 30, 2026 show operational recovery, but liquidity down to EUR 249 million and net financial debt of EUR 2,058 million.

How the Stock Landed on Our Desk

No scanner hook this time, but other people's attention: on August 4, 2026 Gerresheimer appeared on the wallstreet-online forum ranking of the most discussed stocks among German retail investors. That is not a buy signal; it is a sign that a lot of people have the same question — and for a company that had to postpone its annual accounts three times, dropped out of the SDAX index and then produced two versions of the same consolidated statements within four weeks, the question is an obvious one.

The shares trade in the Prime Standard segment of the Frankfurt Stock Exchange (ISIN DE000A0LD6E6). With around 34.54 million shares outstanding, market capitalization as of the August 4, 2026 data date was in the region of just under EUR 1 billion — roughly 0.4 times annual revenue and about 0.9 times book value. Ratios like that look cheap. Whether they are depends on whether book value holds. That is what the rest of this analysis is about.

The Numbers Over the Years — What Genuinely Impresses

Start with what is actually good. Revenue has risen more or less without interruption over five years: from EUR 1,498.0 million (2021) through EUR 1,817.1 million (2022), EUR 1,983.2 million (2023) and EUR 1,991.3 million (2024, restated) to EUR 2,320.9 million in fiscal 2025 — up 16.6 percent, and 17.8 percent on a currency-adjusted basis to EUR 2,361.9 million. The main driver was the Bormioli Pharma acquisition. Headcount grew from 10,447 (2021) to 13,528.

And the market behind it is no fad. The annual report expects volume-based growth in biopharmaceuticals averaging 4.1 percent a year from 2025 to 2030, and 5.1 percent in North America. If you make syringes and autoinjectors for biologic drugs, you are structurally on the right side of that trend.

Except that revenue is one line. The chart below shows the other.

Up to that point the earnings per share series reads calmly: EUR 2.67 (2021), EUR 3.06 (2022), EUR 3.31 (2023), EUR 2.37 (2024, restated) — and then minus EUR 9.27 in fiscal 2025.

Fiscal 2025 ended with a net loss of EUR 318.7 million after a profit of EUR 84.3 million in the restated prior year. Even on an adjusted basis — excluding one-off effects, amortization on purchase price allocations and restructuring — a loss of EUR 63.0 million remained, against a profit of EUR 140.8 million a year earlier. Adjusted EBITDA, the group's preferred operating measure, slipped from EUR 388.0 million to EUR 384.0 million; because revenue rose sharply at the same time, the adjusted EBITDA margin fell from 19.5 to 16.5 percent. No dividend is proposed for fiscal 2025; the prior year paid EUR 0.04 per share — after EUR 1.25 in each of the three years before that.

That combination — revenue up, earnings down — is familiar from other work of ours: at Standard Motor Products a large acquisition story lifted revenue by 22 percent without the income statement following. The difference here is the balance sheet underneath, and that is where we go next.

Uncomfortable Truth No. 1: The Auditor Writes About Continuation

An auditor's report is normally a form. The auditor confirms that the accounts comply with the rules, and that is that. When an additional section shows up, it is not a formality but a message. In the Annual Report 2025, KPMG did exactly that.

"… these events and conditions indicate material uncertainty that could cast significant doubt on the ability of Gerresheimer AG as Parent Company and on the ability of the Gerresheimer Group to continue as a going concern and which represent a going concern risk within the meaning of Section 322 (2) sentence 3 HGB."

— KPMG AG Wirtschaftsprüfungsgesellschaft, Gerresheimer AG, Annual Report 2025, Independent Auditor's Report (revised version dated July 23, 2026)

What does that mean in plain language? A set of annual accounts is normally prepared on the assumption that the company will still exist next year — accountants call it the going concern assumption. Every value in the balance sheet rests on it: machines are carried at what they are worth in ongoing operations, not at what a forced sale would fetch. When the auditor says there is material uncertainty about that assumption, the plain reading is: the numbers in this book hold only if a number of things go right.

Important for the record, in both directions: the auditor did not withhold the opinion. It states explicitly that the assumptions made by the Management Board and the presentation in the notes are reasonable, and that the audit opinions were not modified in this regard. The Management Board considers the going concern assumption appropriate — chiefly because the plans show sufficient headroom against the contractual limits given expected operating performance, and because the sale of Centor is expected. So this kind of paragraph is not an insolvency filing. It is a documented statement, shared by the statutory auditor, that the substance depends on conditions.

Uncomfortable Truth No. 2: The Covenant Calendar Runs Out

Which conditions those are appears in the annual report a few chapters ahead of the auditor's report — and they are worth knowing. There are two credit conditions — covenants. A covenant is a promise to the lender: as long as a given metric stays inside the agreed limit, the loan runs on. Break the limit, and the bank may call the loan.

The chart shows two series that moved in parallel for years and then diverged. Net financial debt stood at EUR 1,025.1 million (2021), EUR 1,112.6 million (2022), EUR 924.3 million (2023) and EUR 1,100.3 million (2024, restated) — four years inside a narrow band. Over the same period equity climbed from EUR 1,014.7 million through EUR 1,269.4 million and EUR 1,465.2 million to EUR 1,504.8 million. In fiscal 2025 both tip at once: debt to EUR 2,012.9 million, equity to EUR 1,107.1 million.

The decisive metric is adjusted EBITDA leverage, the ratio of net financial debt to operating earnings of the last twelve months. Put simply: how many years of earnings would the company need to pay off its debt? As of November 30, 2024 the answer was 2.61 — as of November 30, 2025 it was 4.95. Over the same period net financial debt rose from EUR 1,100.3 million to EUR 2,012.9 million, as financial debt climbed from EUR 1,286.7 million to EUR 2,189.1 million while cash fell from EUR 186.4 million to EUR 176.2 million.

"Gerresheimer is not required to comply with any financial covenants as of the reporting dates November 30, 2025, February 28, 2026, May 31, 2026 and August 31, 2026. As of November 30, 2026, the financial covenant, based on adjusted EBITDA leverage, may not exceed 4.75x."

— Gerresheimer AG, Annual Report 2025, Report on the Economic Position

Work it through soberly. Actual value at the last reporting date: 4.95. Permitted value at November 30, 2026: 4.75 at most. The gap is 0.20 points — and it has to be closed within a fiscal year in which the group itself expects a free cash outflow of EUR 50 million to EUR 100 million. There are exactly two levers: operating earnings must rise, or debt must fall. The Apax sale is the second lever, and we come to it shortly.

On top of that sits the second condition, which gets less attention and may well bite sooner: a liquidity covenant requiring minimum liquidity of EUR 100.0 million, tested at least monthly. The annual report is blunt about what a breach would mean: a violation of the financial covenant or the liquidity covenant may lead the participating lenders to accelerate the obligations — which applies indirectly to the term loans as well.

A line worth keeping: a covenant is not a risk in the future; it is a date in the calendar. The next one reads November 30, 2026.

Uncomfortable Truth No. 3: BaFin Twice — and EUR 44.6 Million of Revenue That Was Not There

In September 2025 the German financial regulator BaFin opened an examination of the published consolidated financial statements as of November 30, 2024. The subject: orders for which so-called bill and hold agreements totaling EUR 28 million were concluded with customers in the final third of fiscal 2024. Bill and hold means the customer buys the goods but they stay in the seller's warehouse for the time being. The question is then whether revenue may already be booked.

"The first subject of the audit concerns revenue recognition from bill and hold agreements totaling approximately EUR 28m. An audit by an independent law firm revealed that the requirements for revenue recognition were not met."

— Gerresheimer AG, Annual Report 2025, Corporate Governance Statement

The consequence was a retroactive error correction under accounting standard IAS 8: prior-year revenue fell by a total of EUR 44.6 million. That is why the comparative figures for 2021, 2023 and 2024 in the Annual Report 2025 carry the word "restated" — the numbers investors read in earlier years were in part different from the ones that apply today.

It did not stop at one examination. In March 2026 BaFin opened a second special examination, this time of the interim accounts as of May 31, 2025, and simultaneously extended the ongoing examination of fiscal 2024 to three further points: the presentation of lease liabilities, the useful lives of capitalized development costs, and the recoverability of the assets of the Advanced Technologies division. Neither examination was concluded when the accounts were prepared. After the examination was opened, Gerresheimer commissioned an external, independent law firm and a second audit firm to carry out independent investigations.

Uncomfortable Truth No. 4: The Accounts Had to Be Prepared Twice

The 2025 consolidated financial statements were prepared by the Management Board and approved by the Supervisory Board on June 29, 2026. Four weeks later they were no longer the valid ones.

"After the consolidated financial statements were originally prepared by the Management Board and approved by the Supervisory Board on June 29, 2026, the Management Board reviewed them and restated them in amended form on July 23, 2026."

— Gerresheimer AG, Annual Report 2025, page 2 and note (1) "General Information"

Precision matters more than drama here, so the finding in plain terms: the amendments related exclusively to the presentation and disclosure of segment information — specifically the allocation of an impairment loss to goodwill and the correction of carryover errors in the reconciliation of the segments' adjusted EBITDA to consolidated net income. The report states expressly that this had no impact on the group's financial position, results of operations, or cash flows. The auditor conducted a supplementary audit and amended the auditor's report accordingly; the Supervisory Board approved the amended accounts on July 23, 2026 and found no objections.

So the numbers did not move. What it does show is something else: a group that had already filed its annual accounts months late then needed a second attempt to get the segment presentation right. Anyone assessing the reliability of the reporting should know about this episode — and anyone inflating it into a scandal has not read the report.

What Changed on July 29, 2026: The Apax Sale

Six days after the second preparation came the news that shifts the picture. On July 29, 2026 Gerresheimer announced, via ad-hoc release, definitive agreements with an affiliate of funds advised by Apax Partners LLP to sell Centor US Holding Inc. and the global Primary Packaging Plastics business.

The key terms from the release: the purchase price is based on a combined enterprise value of approximately EUR 1.5 billion. Besides the Centor site in the United States, the transaction covers a total of 15 production sites for primary plastic packaging in nine countries — 16 sites in all, with around 2,400 employees and combined revenue of roughly EUR 570 million in 2025. The Centor sale is expected to close by the end of fiscal 2026, the plastics business in the first half of fiscal 2027. Both transactions are subject to customary closing conditions and approvals and will close independently of one another.

Uwe Röhrhoff, then interim chief executive — he ended his mandate four weeks later, on August 24, 2026 — called it regaining "strategic flexibility"; CFO Wolf Lehmann said the expected cash inflows would be used to accelerate debt reduction and, together with a planned comprehensive refinancing, to reduce interest expense significantly. Measured against the starting position, that is the plausible route — EUR 1.5 billion of enterprise value stands against EUR 2,012.9 million of net financial debt.

Three things belong beside it nonetheless. First: what is being sold comes out of Containment & Delivery Systems, the division with the highest margin — a pro forma adjusted EBITDA margin of 22.9 percent on EUR 1,172 million of 2025 revenue, against 15.3 percent at Primary Injectable Solutions and 12.8 percent at Moulded Glass. Deleveraging by disposal is not a free move: it also shrinks the earnings against which leverage is measured. Second: the fiscal 2026 guidance in the annual report is expressly stated before M&A and refinancing activities — it does not yet reflect the sale. Third: a contract is not a cash receipt. Until closing, the balance sheet is what it is.

Update: What Has Happened Since August 2026

This analysis originally rested on the Annual Report 2025 and the Apax announcement of July 29, 2026. Four things have happened since, and they push the picture in different directions. In order, with dates.

One: the first quarterly figures of fiscal 2026

On August 27, 2026 Gerresheimer published preliminary figures for the first quarter of fiscal 2026 — the period from December 1, 2025 to February 28, 2026. These are the first quarterly numbers since the delayed annual accounts, and they tell two stories at once.

The good one: the cash outflow has shrunk substantially. According to the preliminary figures, free cash flow before M&A came in at EUR −32 million against EUR −141 million a year earlier — an improvement of roughly EUR 109 million and, according to the company, the best first-quarter figure since 2019. The improvement comes almost entirely from two levers: net capital expenditure was halved from EUR 113 million to EUR 56 million — EUR 57 million on its own — and inventory build-up fell from EUR 46 million to EUR 5 million, another EUR 41 million. Together EUR 98 million of the EUR 109 million. (In the final quarterly statement, which carves Centor out as a discontinued operation, free cash flow stands at EUR −29.7 million after EUR −141.1 million — more on that shortly.)

The uncomfortable one: that improvement was paid for with earnings power. In the preliminary figures, revenue rose only slightly, from EUR 519 million to EUR 524 million (organically, that is currency-adjusted, +4.4 percent). Adjusted EBITDA fell from EUR 81 million to EUR 66 million, the margin from 15.7 percent to 12.6 percent. The reason sits openly in the presentation: to keep cash inside the company, production was halted temporarily and inventories were run down — which leaves plant capacity underused and feeds straight through to earnings.

The chart shows the segment figures from the final quarterly statement of September 30, 2026 — and at one point it is considerably harsher than the preliminary presentation from August: the prior-year figures were recast into the new segment structure, and on that basis Primary Injectable Solutions posted adjusted EBITDA of EUR 16.9 million in the first quarter of 2025, not EUR 7 million. Measured against that, the division's earnings fell by 66.3 percent to EUR 5.7 million, the margin from 17.1 percent to 5.7 percent — on slightly higher revenue (EUR 100.7 million after EUR 98.8 million). The company cites lower production volumes, weaker capacity utilization and an unfavorable product mix in tubular glass. Moulded Glass fell from EUR 159.6 million to EUR 144.0 million in revenue and from EUR 32.3 million to EUR 8.1 million in adjusted EBITDA, its margin from 20.2 percent to 5.6 percent; Gerresheimer is closing its US Chicago Heights plant there. And Containment & Delivery Systems — the division being sold out of — grew revenue from EUR 287.8 million to EUR 296.1 million and adjusted EBITDA from EUR 58.9 million to EUR 61.1 million, a 20.6 percent margin.

Put differently: the group currently earns its money almost entirely in the unit it is in the middle of taking apart and partly selling. Of that division's EUR 61.1 million, EUR 17.4 million came from Centor alone — on just EUR 48.6 million of revenue.

Two: debt did not fall — liquidity did

For the calendar described in the previous chapter, one table matters most. Net financial debt stood at EUR 1,955 million as of February 28, 2026 — after EUR 1,920 million on November 30, 2025 and EUR 1,919 million a year before that. This figure is not identical to the EUR 2,012.9 million in the annual report: the presentation excludes lease liabilities of up to EUR 93 million. What matters is the direction, and it reads: sideways, slightly up. A first quarter without any debt reduction is not a neutral result on this timetable.

Liquidity is the second window into the same room. It stood at EUR 342 million on February 28, 2026, after EUR 371 million at the fiscal year end and EUR 751 million a year earlier. The distance to the EUR 100 million minimum liquidity covenant, tested at least monthly, is therefore still comfortable — but the buffer has more than halved within twelve months. The presentation gives an average interest cost of 4.4 percent on average gross debt of roughly EUR 2.2 billion including leases. Roughly calculated, that would be around EUR 97 million of interest a year. Actually paid in the first quarter was EUR 16 million of net interest — against adjusted EBITDA of EUR 66 million. Just under a quarter of operating earnings therefore goes to creditors before anyone else sees anything.

And then there is the sentence on the same slide that confirms the calendar from the previous chapter.

"Solid liquidity in Q1 2026; leverage covenant suspended up and including Q3; fulsome debt refinancing at <3x leverage in process aligned with timing of Centor & PPP closing."

— Gerresheimer AG, preliminary Q1 2026 results presentation, August 27, 2026, slide "Financing as of Prel. Q1 2026"

The third quarter of fiscal 2026 ended on August 31, 2026. The suspension has therefore run out — the next reporting date on which the covenant applies again remains November 30, 2026. Nothing about that finding has changed since the original version of this analysis, except that it has moved closer.

Two further points from the presentation belong alongside it. The transformation program is meant to deliver EUR 50 million to EUR 70 million of adjusted EBITDA improvement, split roughly evenly across fiscal 2026 and 2027, with full effect only from 2028. And after Centor and the plastics business, Gerresheimer is preparing a third divestment: in the portfolio overview the Moulded Glass unit sits under "Sell." That is precisely the unit whose first-quarter earnings had fallen to EUR 6 million (preliminary figure; EUR 8.1 million in the final quarterly statement). Anyone offering a business in that condition is not negotiating from strength.

Three: the earnings call — and an answer that names a gap

On the call covering these numbers on August 27, 2026, CFO Wolf Lehmann and management board member Achim Schalk spoke. Three statements matter for the assessment.

First, management explicitly framed the quarter as the low point — "Q1 is our lowest quarter in 2026" — and confirmed guidance unchanged. Second, Schalk described the Apax sale as "an opportunistic play that was offered by Apax". That is a remarkably open formulation: it describes the central deleveraging step not as the outcome of a planned sale process but as a response to an offer that came in.

Third — and this carries the most information — came the question about the search for a new chief executive. Lehmann answered that it was "not in the management board's hands, but in the supervisory board's hands, and we will hear from them going forward." A management board that has to point at another body when asked about its own leadership has no date to give at that moment. Analysts also asked whether the cash-preservation drive is costing market share and how the fragmented European tubular glass footprint is to be restructured.

Four: no chief executive, a deferred discharge — and a large shareholder buying

Three days before the quarterly figures, on August 24, 2026, Gerresheimer announced by ad-hoc release that Uwe Röhrhoff was ending his mandate as interim chief executive at his own request. He had taken on the role on November 1, 2025; the mandate would have run until October 2026 at the latest. The release states that Wolf Lehmann, CFO, and Achim Schalk, member of the management board, are taking over his duties until further notice. No successor was named. Since that day, then, two board members have been running a group that has to sell two businesses, prepare a third, execute a refinancing of more than EUR 2 billion and manage two regulatory examinations — without a chief executive. For completeness: it is already the second change at the top in less than a year.

The annual general meeting on September 1, 2026 was held virtually. All of the company's proposed resolutions passed by majority, but only 41.59 percent of share capital was represented. Markus Sieger became the new chairman of the supervisory board, and KPMG was again appointed auditor for fiscal 2026. The point that mattered was deferred — proposed by the company and carried by a majority: the discharge of former management board members Dietmar Siemssen, Dr. Lukas Burkhardt and Dr. Bernd Metzner, as well as the discharge of the supervisory board, were deferred — the company wants to await the regulators' final assessments. Discharge is shareholders' annual vote of confidence in the leadership. Deferred means shareholders have not decided yet — neither granted nor refused. Ahead of the meeting, according to press reports of August 24, 2026, the German shareholder association DSW had announced a special audit request, called for discharge to be refused outright, and demanded a change of auditor; the company did not follow that call but had the deferral resolved instead.

And finally the movement in the shareholder register. In a voting rights notification dated September 14, 2026 (threshold touched on September 11), Klaus Röhrig reported that 14.96 percent of voting rights are attributed to him — 5,166,594 of a total 34,540,000 shares, up from 13.67 percent. Adding the reported instruments of 3.18 percent, the notification states a total of 18.14 percent. Those instruments are cash-settled options — they are not delivered in shares, so the 18.14 percent cannot simply become 18.14 percent of voting rights. Behind it stands the investment firm Active Ownership through a chain comprising Active Ownership Corporation S.à r.l., Active Ownership Fund SICAV SIF SCS and AOC Gecko S.à r.l.; the reported instruments are options maturing through December 2026 and June and December 2027.

This is an unusual constellation, and it deserves a sober reading. Röhrig also sits on the supervisory board; he had been appointed there by court order in 2025 and was re-elected as a shareholder representative at the annual general meeting on September 1, 2026. The increase falls in the months ahead of the November 30, 2026 covenant date. What intention lies behind it is not known — and as a member of a governing body, his own-account dealings fall under the notification and closed-period rules of Article 19 of the Market Abuse Regulation; that is precisely why the purchases are on the public record. What can be stated factually: the stock increasingly belongs to an owner whose goals are not automatically those of the free float. That is not a signal for anyone's own investment decision.

What that adds up to

The update does not change the structure of this analysis; it sharpens it. On the credit side: the company has proved it can steer cash outflow when it has to — a EUR 109 million improvement in a single quarter is no accident. On the debit side: it spent earnings power to get there, debt has not fallen, liquidity has halved, the chief executive's chair is empty, discharge is deferred and the regulatory examinations are running. And the next hard date, November 30, 2026, still sits in the calendar.

One note on the timeline, because it easily confuses: Gerresheimer's fiscal year ends on November 30. Because the annual accounts were late, the 2026 reporting calendar has shifted too. The final first-quarter figures and preliminary half-year figures arrived on September 30, 2026 — more on that in the next chapter. The company now schedules the half-year financial report with final half-year figures for the end of November 2026 and the quarterly statement for the third quarter for December 2026. The November 30, 2026 covenant date therefore falls before the publication of the figures that reflect it.

Update of September 30, 2026: The First Half in Numbers

On September 30, 2026 Gerresheimer released two documents at once: the final quarterly statement for the first quarter (December 1, 2025 to February 28, 2026) and preliminary figures for the second quarter and the first half (through May 31, 2026), together with a 33-slide presentation. The preliminary figures include the businesses currently being sold (Centor and the plastics business); the final Q1 statement, by contrast, already carves Centor out as a discontinued operation. Both views belong together — the first shows the group as it still is today, the second the group that remains after the sale.

The second quarter: better than the first, weaker than last year

In the second quarter (March 1 to May 31, 2026), revenue rose by EUR 55 million over the first quarter to EUR 578 million and adjusted EBITDA by EUR 35 million to EUR 102 million; the margin recovered from 12.8 percent in the first quarter (final figure including Centor) to 17.6 percent. Against the prior-year quarter it is still a decline: EUR 614 million of revenue and EUR 126 million of adjusted EBITDA (20.5 percent margin) in the second quarter of 2025, both restated. For the half-year that makes EUR 1.10 billion of revenue (prior year restated: EUR 1.14 billion) and EUR 168 million of adjusted EBITDA (EUR 224 million), a margin of around 15.3 percent after 19.6 percent.

“As expected, the second quarter of 2026 was stronger, with adjusted EBITDA up more than 50% from the previous quarter. Our gto transformation program is beginning to show effects.”

— Wolf Lehmann, CFO of Gerresheimer AG, corporate news (EQS News) “Gerresheimer Reports Q2 2026 >50% up in Adj. EBITDA Quarter on Quarter,” September 30, 2026

The split by division shows the same pattern as in the first quarter, only milder. Containment & Delivery Systems grew to EUR 308 million of revenue in the second quarter (prior year EUR 303 million) and EUR 74 million of adjusted EBITDA (EUR 72 million), a 23.9 percent margin. Primary Injectable Solutions fell from EUR 147 million to EUR 111 million in revenue and from EUR 33 million to EUR 11 million in adjusted EBITDA — the margin from 22.7 percent to 9.7 percent; according to the presentation, three quarters of the revenue decline came from syringe systems and one quarter from tubular glass, mainly bulk vials. Moulded Glass held revenue almost flat at EUR 165 million (EUR 167 million) and tripled adjusted EBITDA over the first quarter to EUR 25 million, but stayed below the prior year (EUR 30 million). According to the presentation, the Chicago Heights plant was due to be closed by the end of September 2026.

The cash: EUR 92 million out the door in three months

This is where the picture tips. Free cash flow before M&A came to minus EUR 92 million in the second quarter, after plus EUR 2 million a year earlier. The presentation explains most of it itself: trade payables fell by EUR 59 million, EUR 57 million of that because reverse factoring lines were reduced — exactly the lines whose cut by the financial partners the annual report had already named in June as the reason for the lowered guidance. For the half-year, free cash outflow adds up to EUR 122 million (prior year: EUR 139 million) and the reverse factoring cut to EUR 85 million. Gerresheimer halved net capital expenditure in the half-year from EUR 174 million to EUR 92 million.

Liquidity — cash plus undrawn credit lines — thus fell to EUR 249 million on May 31, 2026, after EUR 342 million on February 28, 2026 and EUR 736 million a year earlier. The revolving credit facility was drawn at EUR 641 million (February 28, 2026: EUR 517 million). Net financial debt rose to EUR 2,058 million, after EUR 1,954 million on February 28, 2026 (the August presentation had still shown EUR 1,955 million for that date) and EUR 1,920 million on November 30, 2025 — all three on the same basis, excluding lease liabilities of up to EUR 93 million. Arithmetically, around EUR 149 million now separates this liquidity from the EUR 100 million minimum liquidity required by the covenant — against a free cash outflow of EUR 92 million in a single quarter. (Whether the contractual measure matches this liquidity figure from the presentation exactly is not disclosed. According to the quarterly statement, the monthly review of minimum liquidity “will continue at least through September 2026.”)

And the guidance? According to the presentation it stands unchanged: revenue in the lower half of EUR 2.3 billion to EUR 2.4 billion, an adjusted EBITDA margin of around 17 to 18 percent, free cash flow of minus EUR 50 million to minus EUR 100 million. The sober arithmetic: after minus EUR 122 million in the first half, the second half would have to deliver positive free cash flow of EUR 22 million to EUR 72 million for the full-year range to hold — and the second-half margin would have to be well above the first half's 15.3 percent. The company explicitly expects a stronger second half and a significantly improved financial position. Whether that happens will only be visible in the Annual Report 2026 in March 2027.

November 30, 2026: both sides of the ratio are moving the wrong way

The covenant measures net debt relative to operating earnings. An exact figure cannot be recomputed from the outside — the contractual definition is not published, and as of November 30, 2025 Gerresheimer reported 4.95x, although a simple division of the annual figures would yield a higher number. The direction, however, is readable: the numerator — net financial debt on the same basis — rose by EUR 138 million from November 30, 2025 to May 31, 2026. The denominator — adjusted EBITDA — came in EUR 56 million below the prior-year period in the first half. Since the last reported value of 4.95x, both sides of the ratio have therefore moved away from the 4.75x ceiling, not towards it.

“Refinancing in consent with banks and aligned with closings; dual track (Corp & TLB); deleveraging to sustainable ~3x”

— Gerresheimer AG, Q2 2026 – Preliminary Results Presentation, September 30, 2026, slide “Overview”

The way out that management describes is therefore not operational but a closing: for Centor, according to the presentation, closing preparations for October 2026 are “in their final stages,” with the plastics business to follow in the first half of 2027. How much earnings power goes with it is shown in a table in the same presentation: in the first half of 2026 Centor contributed EUR 33.6 million of adjusted EBITDA on EUR 97.6 million of revenue — roughly one fifth of the group adjusted EBITDA of EUR 169.6 million shown there (on EUR 1,113.3 million of revenue, including intercompany deliveries), and thus on less than one tenth of revenue. The sale proceeds reduce debt, and at the same time they take an above-average profitable piece out of the denominator.

The final Q1 statement: a EUR 98 million loss and an impairment

According to the company, the final quarterly statement for the first quarter does not differ materially from the preliminary figures on revenue, adjusted EBITDA and free cash flow (EUR 523 million instead of EUR 524 million revenue, EUR 67 million instead of EUR 66 million adjusted EBITDA, minus EUR 30 million instead of minus EUR 32 million free cash flow, each including Centor). What is new is what sits below operating earnings. Without Centor, i.e. for continuing operations, Gerresheimer reports for the first quarter EUR 474.9 million of revenue and EUR 49.5 million of adjusted EBITDA — a margin of 10.4 percent after 16.9 percent in the prior-year quarter. After taxes, continuing operations lost EUR 107.5 million (prior year restated: minus EUR 18.3 million); Centor, as a discontinued operation, contributed plus EUR 9.3 million. For the group as a whole that leaves a net loss of EUR 98.2 million (prior year restated: minus EUR 12.3 million) and earnings per share of minus EUR 2.85 (minus EUR 0.37), of which minus EUR 3.11 from continuing operations; adjusted earnings per share came to minus EUR 1.72 (plus EUR 0.44).

Two items drive the loss of the continuing operations. First, an impairment of EUR 31.1 million on the Core Technology unit, the basis for on-body drug pumps. Second, a tax expense of EUR 27.9 million despite a pre-tax loss of EUR 79.6 million. The goodwill impairment test after reallocation to the new divisions, by contrast, found no further need for write-downs.

“The impairment is substantially attributable to changes in valuation parameters, particularly the discount rate.”

— Gerresheimer AG, Q1 2026 Quarterly Statement, notes to the financial information (dated September 29, 2026, published September 30, 2026)

The consequence shows in the balance sheet as of February 28, 2026: equity fell within one quarter from EUR 1,107.1 million to EUR 982.2 million, and the equity ratio from 24.6 to 22.6 percent. Net financial debt including leases stood at EUR 2,048.3 million (November 30, 2025: EUR 2,012.9 million), headcount at 13,301. Centor sits in the balance sheet as “held for sale,” with assets of EUR 567.0 million and liabilities of EUR 118.0 million; no impairment was needed for it. According to the September 30 presentation, the BaFin examination continues, with Gerresheimer cooperating fully.

One side note from the shareholder register belongs here too: on September 19, 2026 Gerresheimer published the statement of objectives of The Goldman Sachs Group, whose voting rights, according to the voting rights notification of September 11, 2026, had reached and exceeded the 10 percent threshold. By its own account the position serves no strategic objectives and arose in the course of ordinary client servicing; the bank does not intend to exert influence on the management or supervisory board. A position like this typically reflects hedging for clients — it is not a second anchor shareholder next to Active Ownership.

What September 30 changes

Operationally, the second quarter is the first bright spot in months: adjusted EBITDA recovered by more than half, and all three divisions contributed. Financially, however, the situation has tightened further — EUR 92 million of cash outflow in one quarter, EUR 249 million of liquidity, EUR 2,058 million of net financial debt, equity down EUR 125 million. Continuation now depends even more clearly than in August on two dates that are not in the hands of the operating business: the Centor closing in October and a refinancing that management is preparing “in consent with banks.”

What the Stock Costs

Deliberately as an order of magnitude and explicitly dated, because daily prices are not an argument: with around 34.54 million shares outstanding, market capitalization as of the August 4, 2026 data date was just under EUR 1 billion. That implies a price-to-sales ratio of roughly 0.4 on 2025 revenue of EUR 2,320.9 million and a price-to-book ratio of about 0.9 on equity of EUR 1,107.1 million as of November 30, 2025. A price-to-earnings ratio cannot be formed — 2025 was a loss year.

The more meaningful measure here is enterprise value, market capitalization plus net debt: it sits in the region of EUR 2.9 billion, roughly seven times adjusted EBITDA of EUR 384.0 million. Put differently: economically, two thirds of this company belongs to the creditors, not the shareholders. That is precisely why the share price depends unusually heavily on the balance sheet and unusually little on revenue — anyone looking only at the price-to-sales ratio of a heavily indebted company is measuring the wrong slice.

For fiscal 2026, and before disposals and refinancing, Gerresheimer expects revenue in the lower half of the EUR 2,300 million to EUR 2,400 million range, an adjusted EBITDA margin of around 17 to 18 percent, and free cash flow of minus EUR 50 million to minus EUR 100 million. All three were cut in June 2026; the previous guidance was an 18 to 19 percent margin and a "moderately positive" cash inflow.

Opportunities and Risks at a Glance

Opportunities

• The end market grows structurally: the annual report expects volume-based growth in biopharmaceuticals averaging 4.1 percent a year to 2030, and 5.1 percent in North America. Syringes, pens and autoinjectors for biologic drugs are the right side of that trend.
• The Apax sale is signed, not merely planned: roughly EUR 1.5 billion of enterprise value against EUR 2,012.9 million of net financial debt — a deleveraging step of the right order of magnitude. According to the September 30, 2026 presentation, closing preparations for Centor in October 2026 are “in their final stages.”
• The second quarter of 2026 shows an operational recovery: according to preliminary figures, adjusted EBITDA rose by more than half over the first quarter to EUR 102 million, all three divisions improved, and Containment & Delivery Systems reached a 23.9 percent margin.
• Operationally the base is intact: EUR 2,320.9 million of revenue (2025), EUR 384.0 million adjusted EBITDA, EUR 209.5 million of operating cash flow and 13,528 employees. Capital expenditure for 2026 is planned well below the prior year (2025: EUR 308.3 million in cash terms).
• The valuation already carries a lot of skepticism: roughly 0.4 times annual revenue and about 0.9 times book value (data as of August 4, 2026). If deleveraging succeeds, the leverage works in both directions.

Risks

• The auditor's report identifies a going concern risk within the meaning of Section 322 (2) sentence 3 HGB. That is not sentiment; it is an audited finding.
• The November 30, 2026 date: leverage has to come back from 4.95x to no more than 4.75x, while a liquidity covenant of EUR 100.0 million is tested at least monthly. A breach may trigger acceleration — indirectly for the term loans too.
• The maturity wall: EUR 881.5 million of financial debt falls due in fiscal 2027 and EUR 1,021.5 million in fiscal 2029; the Bormioli Pharma bridge loan stood at EUR 525.0 million at the reporting date and runs to September 2027.
• Two BaFin examinations were unfinished when the accounts were prepared. The outcome is open; the report says expenses or income above or below the provisions recognized cannot be ruled out.
• Impairments are eating into equity: after EUR 50.8 million on the Moulded Glass goodwill in fiscal 2025, a further EUR 31.1 million on the Core Technology unit followed in the first quarter of 2026; equity fell to EUR 982.2 million by February 28, 2026 (ratio 22.6 percent). The company announces regular impairment analyses for as long as the restructuring runs.
• Deleveraging did not progress in the first half of fiscal 2026 — it went backwards: net financial debt stood at EUR 2,058 million on May 31, 2026, after EUR 1,920 million at the balance sheet date (both excluding lease liabilities of up to EUR 93 million), and liquidity fell from EUR 736 million to EUR 249 million within twelve months.
• Since August 24, 2026 the group has had no chief executive; CFO Wolf Lehmann and management board member Achim Schalk are running it on an interim basis. The annual general meeting of September 1, 2026 deferred the discharge of three former management board members and of the supervisory board pending the outcome of the regulatory examinations.
• The company's own 2026 guidance calls for a free cash outflow of EUR 50 million to EUR 100 million — according to preliminary figures, EUR 122 million flowed out in the first half alone, mainly because the financial partners cut the reverse factoring lines by EUR 85 million.

A Human Conclusion

We started with trust in age — with the feeling that a name dating from 1864 comes with a kind of airbag. The Annual Report 2025 shows what that airbag is worth: it holds the business, but not the balance sheet. Gerresheimer still makes products that are needed, in a market that is growing, with 13,528 people and EUR 2.3 billion of revenue. And in the very same book sits a paragraph a statutory auditor only writes when there is no alternative.

What follows from that is not a recommendation but a structure: this stock is not a bet on syringes and vials. It is a bet on a calendar — on closing the Centor sale by the end of fiscal 2026, on leverage below 4.75x at November 30, 2026, on a refinancing ahead of the EUR 881.5 million wall in fiscal 2027. If the calendar works out, a valuation of roughly 0.4 times revenue would look cheap in hindsight. If it does not, the outcome is decided not by margin but by a bank.

The first quarter of fiscal 2026 did not change that structure; it sharpened it. It showed that the company can slow the cash bleed when it wants to — and what that slowing costs: EUR 15 million less operating profit in a single quarter, because furnaces stood still and inventories were emptied. You can carry a company through a calendar on a low flame for a while. You cannot run it that way indefinitely — and since the end of August there has been no chief executive to decide when to stop.

The half-year whose figures arrived on September 30, 2026 shows the flip side of that low flame. Operationally, the second quarter pointed upward again — but the cash drained away because the financial partners' reverse factoring lines kept shrinking: EUR 92 million out in three months, EUR 249 million of liquidity on May 31. This is the moment when trust in age becomes most expensive. Because the age of the name no longer helps with sales — only with one question: whether the banks stay on board until the sales close.

Anyone who reads this analysis and says "too uncertain" has understood the report correctly. Anyone who says "precisely for that reason" has understood it correctly too — with a different appetite for risk. Both are legitimate. What would not be legitimate is skipping the paragraph on the closing pages because the name sounds so familiar. What you do with it is your decision. And that is exactly as it should be.

More deep dives are collected in our research section.

Sources

• Gerresheimer AG — Annual Report 2025 (English edition, 163 pages), published June 29, 2026, revised version dated July 23, 2026: independent auditor's report, report on the economic position, forecast report, corporate governance statement, notes (1), (3) and (17), subsequent events, Five-Year Overview (page 162). The reports page marks the file as "Revised version as of July 23, 2026."
• Gerresheimer AG — Geschäftsbericht 2025 (German edition), the authoritative original of the German-language passages
• Gerresheimer AG — corporate news: "Gerresheimer is selling Centor and its global Primary Packaging Plastics business to Apax Funds", July 29, 2026
• Gerresheimer AG — ad-hoc announcements, including July 29, 2026 (sale of Centor and Primary Packaging Plastics) and June 2026 (publication of the 2025 annual accounts, annual general meeting on September 1, 2026, adjustment of the 2026 guidance)
• Gerresheimer AG — "Q1 2026 – Preliminary Results Presentation", August 27, 2026 (16 slides): preliminary first-quarter figures, segment data, financing overview (slide 12), portfolio and calendar overview — the basis for the update chapters and the marked exhibit
• Gerresheimer AG — corporate news release "Gerresheimer Reports Slight Revenue Growth in Q1 2026 and a Strong Focus on Free Cash Flow," August 27, 2026, and the earnings call of the same day (Wolf Lehmann, Achim Schalk)
• Gerresheimer AG — ad-hoc release "Uwe Röhrhoff Steps Down as Interim CEO," August 24, 2026
• Gerresheimer AG — corporate news release on the annual general meeting of September 1, 2026 (41.59 percent of share capital represented; discharge of former management board members and of the supervisory board deferred; Rainer Beaujean, Markus Sieger and Eva van Pelt elected to the supervisory board, Klaus Röhrig — appointed there by court order in 2025 — re-elected, Markus Sieger subsequently elected chairman of the supervisory board; KPMG appointed auditor for fiscal 2026)
• Börsen-Zeitung, "Auf Gerresheimer kommt neuer Ärger zu," August 24, 2026 — source for the demands made by the German shareholder association DSW ahead of the annual general meeting: application for a special audit, refusal of discharge, change of auditor
• Gerresheimer AG — voting rights notification under Section 40(1) WpHG dated September 14, 2026 (notifying party Klaus Röhrig, threshold touched September 11, 2026: 14.96 percent of voting rights, 3.18 percent instruments, total 18.14 percent, total voting rights 34,540,000)
• Gerresheimer AG — publication under Section 40(1) WpHG of September 19, 2026: statement of objectives under Section 43(1) WpHG by The Goldman Sachs Group, Inc. (voting rights above 10 percent according to the voting rights notification of September 11, 2026; acquired in the course of ordinary client servicing, no strategic objectives)
• Gerresheimer AG — Q1 2026 Quarterly Statement (December 1, 2025 to February 28, 2026, 13 pages, dated September 29, 2026, published September 30, 2026): key figures, segment data, income statement, balance sheet, cash flow statement, notes (Core Technology impairment, Centor under IFRS 5, financial debt and covenants), 2026 guidance, financial calendar
• Gerresheimer AG — corporate news “Gerresheimer Reports Q2 2026 >50% up in Adj. EBITDA Quarter on Quarter,” September 30, 2026 (preliminary second-quarter and first-half 2026 figures, quote from Wolf Lehmann)
• Gerresheimer AG — “Q2 2026 – Preliminary Results Presentation”, September 30, 2026 (33 slides): overview, quarterly and half-year figures by division, cash flow bridge, financing overview (net financial debt, liquidity), Centor under IFRS 5 (half-year figures), unchanged guidance, financial calendar. The earnings call on these figures is not covered in this version.
• Gerresheimer AG — financial calendar and the calendar slide of the September 30, 2026 presentation: 2026 half-year financial report at the end of November 2026, Q3 2026 quarterly statement in December 2026, Annual Report 2026 in March 2027
• Fundamental data: market capitalization, share count, trailing twelve-month ratios; data as of August 4, 2026

First published August 4, 2026; updated September 16, 2026 with the preliminary first-quarter 2026 figures, the change at the top of the management board, the annual general meeting and the voting rights notification of September 14, 2026, and on September 30, 2026 with the final first-quarter statement and the preliminary second-quarter and first-half 2026 figures. This analysis is journalistic commentary based on publicly available documents. It is not investment advice, not a solicitation to buy or sell securities, and not a personal recommendation. Shares can lose substantial value, and a total loss of the capital invested is possible. Every figure carries the reporting date of its source; market data carry the August 4, 2026 data date and may have changed since. Positions held by the operator are disclosed daily; where one exists, it appears as a notice at the top of this deep dive.