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Wendel: Disclosure of Share Repurchase Transactions Conducted Under Article 5.2 of Regulation (EU) 596/2014 Through September 12, 2025

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Wendel reports, in full compliance with the constraints of Article 5.2 of Regulation (EU) No 596/2014 on market abuse, that it carried out a series of share buyback operations between 8 and 12 September 2025. This activity was conducted under the company’s authorised share repurchase program approved by the General Meeting and in line with applicable regulatory requirements. The operations were executed on the market, with daily volumes and weighted average purchase prices disclosed for transparency, and the transaction-by-transaction details are provided in the annex accompanying this release. The information below consolidates the key elements of the buyback activity and places them within the broader context of Wendel’s capital allocation strategy and corporate profile.

Regulatory-driven share buyback report under Article 5.2 of Regulation (EU) 596/2014

Wendel confirms that, within the framework of Article 5.2 of Regulation (EU) No 596/2014 on market abuse, it undertook a sequence of share repurchases during the period from 8 September 2025 to 12 September 2025. The operations took place on the market where Wendel’s shares are listed, and were executed in accordance with the conditions set out in the applicable regulatory regime and in the company’s repurchase program approved by the General Meeting held on 15 May 2025. The reporting structure for these operations follows standard market practice: the issuer’s name, trading code (ticker), transaction date, ISIN, the total daily volume, the weighted average price paid per share on the relevant day, and the market authorisation used to execute the trades are all disclosed as part of the official communication. The daily disclosures reflect the dynamic nature of a stock repurchase program designed to be orderly, compliant, and aligned with market conditions.

The buyback program was implemented with discipline and care to ensure that the volume of shares repurchased was in line with corporate objectives, while maintaining compliance with regulatory prohibitions and the broader governance standards expected of a leading European investment company. The operations were conducted on recognized trading venues, consistent with the company’s obligation to provide timely, accurate, and comprehensive information to shareholders and the market. Wendel’s approach emphasizes prudent capital management, aiming to optimise the capital structure, enhance shareholder value over the medium term, and maintain a disciplined framework for repurchases within the defined policy limits.

The notice makes explicit that the detailed, transaction-by-transaction breakdown is provided in the annex accompanying the release. This annex is designed to offer investors and market participants a granular view of each trade, including timestamped entries, price per share, currency, trade size, and market identifiers, thereby ensuring full traceability and compliance with market transparency standards. While the annex contains a large dataset covering multiple trades, the summary and the narrative above capture the essential elements of the buyback activity for the reporting period.

Key takeaways from the regulatory perspective include:

  • The repurchases were conducted in strict alignment with the authorization granted by the General Meeting and within the legal thresholds defined by European market abuse rules.
  • The period of activity (8–12 September 2025) reflects a concentrated phase of execution, with daily totals and average purchase prices disclosed to maintain transparency.
  • The annexed transaction-by-transaction detail provides a complete record for regulatory review and for investors seeking to understand the execution pattern across the reporting window.

The structure of the data disclosed in the annex follows a consistent schema, ensuring comparability with other corporate buyback disclosures and enabling investors to review specific trades. The emphasis remains on regulatory compliance, investor transparency, and the alignment of buyback activity with Wendel’s stated capital allocation objectives and governance practices. For market participants, the release serves as a clear signal of ongoing commitment to an orderly and compliant repurchase program, reinforcing the company’s dedication to delivering value to shareholders through prudent capital management.

Annex: Transaction-by-transaction overview and data structure

The annex attached to the press release provides a detailed transaction-by-transaction breakdown of every buyback executed during the period covered by the report. While the annex is extensive, the structure of the data remains consistent and is designed to be accessible to analysts and investors reviewing the repurchase activity. The annex includes:

  • The issuer name and the market identifiers for each trade.
  • A transaction date and time stamp for precise sequencing.
  • The instrument identification code (ISIN) corresponding to the traded security.
  • The unit price paid in the transaction’s currency.
  • The currency used for the transaction.
  • The quantity of shares repurchased in each trade.
  • The market code or trading venue where the transaction was executed.

This level of detail allows market participants to reconstruct the exact sequence of repurchases and to analyse execution patterns, such as the distribution of trades across the trading sessions and the variation in per-share pricing across days. The annex also serves as a reference for compliance monitoring, ensuring that every trade adheres to the program’s rules and regulatory requirements. The inclusion of per-trade timestamps supports auditability and the ability to cross-reference with market data for any future review.

In addition to the per-trade data, the annex reinforces the overall narrative of the repurchase program by illustrating:

  • The geographic and venue distribution of trades, underscoring the use of the primary market in Paris.
  • The range of prices at which Wendel’s shares were repurchased during the period, reflecting prevailing market conditions and liquidity.
  • The scale of activity across the covered days, demonstrating a measured and controlled approach consistent with the company’s capital allocation framework.

The annex is an essential component of the disclosure package, and it complements the narrative summary by providing the underlying transaction-level information that supports the reported daily volumes and weighted average prices. For stakeholders seeking deeper insight into execution dynamics, the annex provides a comprehensive basis for independent assessment and comparison with peer buyback activity.

About Wendel: portfolio, strategy, and recent milestones

Wendel SE stands as one of Europe’s leading listed investment companies, renowned for its long-standing approach to value creation through selective ownership in market-leading companies. The firm’s investment activity focuses on proprietary investments, aiming to build and nurture strong, globally competitive businesses across its portfolio. Notable holdings in the Wendel ecosystem include entities in the industrials and services sectors, reflecting a diversified approach to value creation and operational excellence.

In alignment with its strategic evolution, Wendel has highlighted the objective of expanding into a platform for private asset management on behalf of third-party investors, complementing its traditional proprietary investment activities. This forward-looking initiative aims to establish a broader platform for wealth management and asset diversification, leveraging Wendel’s expertise in identifying, acquiring, and growing market-leading businesses. The strategy entails developing capabilities to manage private assets for third-party clients, expanding the firm’s reach beyond its own account investments while maintaining a disciplined approach to risk management and governance.

In line with this strategic trajectory, Wendel completed notable acquisitions to strengthen its capabilities and geographic reach. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, reinforcing its private markets platform and expanding its private equity capabilities. In March 2025, the group completed the acquisition of 72% of Monroe Capital, further enhancing its private capital platforms and expanding cross-border investment capabilities. These acquisitions reflect a concerted effort to build scale in private asset management, leveraging the synergies across Wendel’s investment expertise and governance framework.

As of 30 June 2025, the group reported substantial scale in its assets under management and invested capital. Wendel manages approximately €39 billion on behalf of third-party investors, illustrating its position as a leading platform for external capital administration and investment. In addition, the group had around €6.2 billion invested for its own account, underscoring a balanced approach to growth that combines external management with internal capital deployment. These figures position Wendel as a major European investor with a diversified exposure across sectors and geographies, enabling it to pursue selective, long-term value creation for its investors.

Wendel is listed on the Eurolist of Euronext Paris, underscoring its status as a prominent European investment vehicle with transparent reporting and governance standards. The company’s credit profile has been recognized by Standard & Poor’s, with a long-term rating of BBB and a stable outlook, and a short-term rating of A-2 since 25 January 2019. This rating framework reflects the firm’s balanced risk/return profile, its strong governance, and its disciplined approach to capital management.

Beyond its investment activities, Wendel has a long-standing cultural and philanthropic commitment. The company is the Founding Benefactor (Mécène Fondateur) of the Centre Pompidou-Metz, highlighting its sustained engagement with the cultural sector. This commitment was recognized in 2012 when Wendel received the title of Grand Mécène de la Culture, reflecting its dedication to cultural patronage and the broader social value of supporting the arts.

For more information on Wendel’s business, strategy, and portfolio, readers are encouraged to consult the company’s corporate materials and official communications, which outline the firm’s approach to value creation, capital allocation, and governance. The firm’s public-facing materials emphasize a commitment to long-term value generation, responsible investment practices, and a transparent approach to investor relations.

Note: In keeping with applicable disclosure standards, this section provides an overview of Wendel’s profile and strategic direction based on publicly available information. Contact details and other operational specifics have been omitted from this summary, in line with standard disclosure practices.

Governance, market context, and investor relations

Wendel’s buyback announcement is contextualized within the broader governance framework and regulatory environment that governs corporate share repurchases. The company’s approach to buybacks reflects a disciplined capital management philosophy designed to optimize the balance sheet, maintain financial flexibility, and support long-term shareholder value. By conducting repurchases under a regulated framework and within the authorizations granted by the General Meeting, Wendel demonstrates its commitment to a transparent and prudent approach to capital allocation.

From a market perspective, share buyback programs are a common tool used by investment groups to manage capital structure, support earnings per share metrics where appropriate, and signal confidence in the company’s intrinsic value. Wendel’s repurchase activity, particularly within the period from 8 to 12 September 2025, showcases a measured execution across multiple days and venues, with daily volumes and pricing disclosed to maintain market transparency. The inclusion of an annex with detailed transaction-by-transaction data reinforces the firm’s adherence to regulatory expectations and investor expectations for openness and clarity.

Investor relations considerations are central to Wendel’s communications strategy surrounding buybacks. The company aims to provide timely, accurate information to shareholders and the market, ensuring that investors can assess the execution quality, price discipline, and strategic rationale behind the repurchase program. The disclosure aligns with best practices in corporate governance, reinforcing the company’s commitment to accountability, compliance, and robust investor education.

In terms of risk management, the buyback activity is conducted under strict internal controls and governance processes, designed to prevent market abuse and ensure that the program operates within the legally defined parameters. The reliance on regulated trading venues and standardized disclosure formats helps mitigate execution risks and supports orderly market functioning during the buyback period. The transparent presentation of daily volumes, prices, and the transaction-by-transaction annex supports ongoing market confidence in Wendel’s capital management policies.

The broader market context for Wendel’s repurchase program includes ongoing scrutiny of corporate buybacks in Europe, with participants monitoring regulatory developments, market liquidity, and the potential impact on share price, shareholder value, and capital structure. Wendel’s approach—compliant with EU market abuse regulations, aligned with the general meeting authorization, and accompanied by comprehensive disclosures—positions it to navigate market cycles while preserving focus on long-term strategic objectives. The company’s standing as a major European investor with a diversified portfolio further informs investors of its capacity to balance repurchases with investments in growth opportunities and portfolio optimization.

Culture, philanthropy, and the broader enterprise vision

As part of its broader corporate responsibility and cultural stewardship, Wendel’s governance and strategic narrative extend beyond pure investment activities. The firm’s long-standing cultural commitments—most notably its role as a patron of the Centre Pompidou-Metz—underscore the company’s integration of cultural philanthropy into its corporate identity. This dimension of Wendel’s profile reinforces its public-facing stance as a contributor to broader societal value, complementing its financial objectives with a commitment to cultural development and social impact.

Wendel’s culture of responsible investing is reflected in its public communications, governance practices, and strategic choices, including the development of a private assets platform for third-party investors. This evolution demonstrates the company’s intent to leverage its investment acumen, governance framework, and operational capabilities to create scalable platforms for external capital while maintaining a disciplined investment approach. The ongoing growth of the private assets platform is expected to broaden Wendel’s value proposition and enhance its ability to deliver sustainable returns to a diverse investor base over the long term.

The company’s public materials emphasize the importance of a transparent, rigorous, and ethically grounded approach to investment management. Wendel’s commitment to disclosure, governance, and stakeholder engagement remains central to its corporate identity. The combination of a robust portfolio, strategic acquisitions to expand private markets capabilities, and a comprehensive buyback program reflects a holistic approach to value creation that integrates financial discipline with strategic growth, cultural stewardship, and long-term investor confidence.

Conclusion

Wendel’s recent buyback disclosure reaffirms the firm’s commitment to a compliant, disciplined, and transparent approach to capital management. Conducted under Article 5.2 of Regulation (EU) No 596/2014, the repurchases occurred between 8 and 12 September 2025 on regulated markets and were accompanied by detailed daily disclosures and a comprehensive transaction-by-transaction annex. The company’s buyback activity is positioned within a broader capital allocation strategy that seeks to optimize the balance between returning value to shareholders and investing in growth opportunities through its evolving private assets platform.

Beyond the buyback, Wendel’s corporate profile highlights its status as a leading European investment firm with a diversified portfolio, a growing private assets platform, and a governance framework designed to ensure accountability and sustainable value creation. The acquisitions of IK Partners and Monroe Capital have expanded the firm’s capabilities in private markets, reinforcing its strategic push into asset management for third-party investors. Wendel’s assets under management and invested capital underscore its scale and capacity to pursue long-term, value-driven investment strategies across a global portfolio.

As Wendel continues to execute its strategy, investors can expect ongoing transparent reporting, adherence to regulatory standards, and a disciplined approach to capital management that seeks to align short-term actions with long-term value creation. The firm’s track record, governance, and cultural commitments position it to navigate market dynamics while sustaining growth, optimization of capital structure, and continued support for innovation and culture.