4. Other information
4.1 Employees
The number of full-time equivalent employees in 2025 and 2024 did not exceed ten on an annual average basis.
4.2 Significant shareholders
According to the disclosure notifications reported to the Company and published by the Company via the electronic publishing platform of SIX Swiss Exchange, the following shareholders had holdings of 3% or more of the voting rights or purchase positions for shares of the Company as of December 31, 2025 and December 31, 2024.
|
|
Voting rights/purchase positions as of |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Significant shareholders |
|
Dec. 31, 2025 |
|
Dec. 31, 2024 |
||||||||||
Laurens Last, Christopher Lawrence Last, India Louisa Last, Lyam Last, Lorenzo Last, Roque Last1 |
|
11.72% |
|
10.00% |
||||||||||
UBS Fund Management (Switzerland) AG |
|
10.29% |
|
10.00% |
||||||||||
Haldor Foundation2 |
|
9.95% |
|
9.95% |
||||||||||
BlackRock Inc |
|
3.92%/0.07% |
|
5.0%/0.24% |
||||||||||
Swisscanto Fondsleitung AG |
|
3.13% |
|
3.13% |
||||||||||
Lars Förberg, Christer Gardell, Göran Casserlöv, Paine & Partners Capital Fund III GP Ltd3 |
|
3.05% |
|
<3% |
||||||||||
al Obeikan Fahad4 |
|
<3% |
|
5.00% |
||||||||||
|
||||||||||||||
For further details about the significant shareholders as of December 31, 2025, refer to section 1.2 of the Corporate Governance Report. To the best of the Company’s knowledge, no other shareholder held 3% or more of SIG Group AG’s total share capital and voting rights as of December 31, 2025 and 2024.
4.3 Granting of instruments under share-based payment plans
The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years. The Company granted 70,333 blocked shares to the members of the Board of Directors in the year ended December 31, 2025 (54,740 blocked shares in the year ended December 31, 2024), representing a value of CHF 1,061.3 thousand based on the grant date fair value (CHF 1,060.0 thousand for the year ended December 31, 2024).
The members of the Group Executive Board participate in a management share-based long-term incentive plan under which they are granted PSUs on an annual basis. One PSU represents the contingent right to receive one SIG share after a three-year vesting period. In the year ended December 31, 2025, the Company granted 80,448 PSUs under the 2025 PSU plan to members of the Group Executive Board employed by the Company, representing a value of CHF 1,232.4 thousand based on the grant date fair value. In the year ended December 31, 2024, 134,582 PSUs were granted under the 2024 PSU plan to members of the Group Executive Board employed by the Company, representing a value of CHF 2,690.3 thousand.
In the year ended December 31, 2025, 113,319 restricted share units (“RSUs”) were granted under the Group’s one-off leadership continuity plan to employees of the Company, of which 91,844 RSUs relate to members of the Group Executive Board employed by the Company, representing a total value of CHF 911.1 thousand based on the grant date fair value. One RSU represents the contingent right to receive one SIG share, subject to the fulfilment of a one-year service vesting condition. Vested shares are blocked for two years.
In the year ended December 31, 2025, 25,322 RSUs were also granted under the Group’s 2025 RSU plan to a member of the Group Executive Board employed by the Company, representing a value of CHF 385.9 thousand based on the grant date fair value.
Further details about compensation and shareholdings of the Board of Directors and Group Executive Board are included in the Compensation Report (see the sections marked as “audited”). Additional information about the share-based payment plans and arrangements is included in note 30 of the consolidated financial statements for the year ended December 31, 2025. Note 4 of the consolidated financial statements for the year ended December 31, 2025 includes information about organizational changes in the Group Executive Board and the Board of Directors.
4.4 Other
Guarantee obligations
The Company is the guarantor on a stand-alone basis for the Group’s obligations under its bonds, its senior unsecured credit facilities (including outstanding letters of credit), its US Dollar term loan and its two unsecured Schuldscheindarlehen (“SSD”). As of December 31, 2025, the guaranteed debt totaling €2,059.8 million (€2,061.5 million as of December 31, 2024) is taken up by indirectly held subsidiaries of the Company. For further details, see note 23 of the consolidated financial statements of the Company for the year ended December 31, 2025.
Contingent liabilities
Clean Holding B.V., owned by Laurens Last, has filed a request for arbitration with regard to the contingent consideration for the Scholle IPN acquisition in 2022. Refer to note 32 of the consolidated financial statements of the Company for the year ended December 31, 2025 for further information on the contingent consideration, which is limited to a maximum of $100 million per year for the years ended December 31, 2023, 2024 and 2025.
Impacts of strategic review and soft market conditions
In 2025, subdued markets, lower consumer purchasing power and overall market turbulence have impacted the growth trajectory and profitability of the Group. With these impacts in mind, the Board of Directors initiated a review of the Group’s strategic direction. As a consequence of updated growth projections and a refined strategy for SIG, impairment losses and other charges were recognized in subsidiaries in the Group for the year ended December 31, 2025. See note 4 of the consolidated financial statements of the Company for the year ended December 31, 2025 for additional details. With the exception of the expense incurred for termination benefits relating to the former Chief Executive Officer and increased consulting charges compared to the prior year, the Company was not significantly impacted by the strategic review and the soft market conditions (see notes 3.2 and 3.8).
Subsequent events
There have been no events subsequent to December 31, 2025 that would require an adjustment to or disclosure in these financial statements.
There are no further items to disclose according to Art. 959c of the Swiss Code of Obligations.