22Equity

Share capital

The share capital amounts to CHF 342’623.70, made up of 34’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares are fully paid in and registered. On December 31, 2025, conditional share capital amounted to CHF 17’000 (2024: CHF 17’000), consisting of 1’700’000 shares with a par value of CHF 0.01.

Share ownership

Sulzer shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. Nominees will only be entered in the share register with the right to vote provided that they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into an agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register, provided that the above-mentioned conditions are met (see also paragraph 6a of the Articles of Association at https://www.sulzer.com/en/shared/about-us/corporate-governance).

Shareholders holding more than 3%

Retained earnings

The retained earnings include prior years’ undistributed income of consolidated companies and all remeasurements of the net defined benefit assets and liabilities and other transactions recorded directly in retained earnings.

Treasury shares

During 2025, the group acquired 128’500 treasury shares for CHF 18.9 million (2024: 282’500 shares for CHF 33.2 million). The total number of shares held by the group as of December 31, 2025, amounted to 524’796 treasury shares (December 31, 2024: 509’455  shares).

The treasury shares are held for the purpose of issuing shares under the management share-based payment programs.

Cash flow hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. Amounts are reclassified to profit or loss when the associated hedged transaction affects the income statement.

Currency translation reserve

The currency translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of controlled entities, whose functional currency differs from the reporting currency of the group. The cumulative amount is reclassified to profit or loss when the net investment is derecognized.

Transactions with non-controlling interests

In 2024, the group reduced its ownership in Sulzer Pumps (Nigeria) Ltd.; reference is made to note 3.

Dividends

On April 23, 2025, the Annual General Meeting approved an ordinary dividend of CHF 4.25 (2024: ordinary dividend of CHF 3.75) per share to be paid out of reserves. The dividend was paid to shareholders on April 29, 2025. The total amount of the dividend to shareholders of Sulzer Ltd relating to 2024 results was CHF 143.6 million (2024: CHF 127.3 million), thereof paid dividends of CHF 97.3 million (2024: CHF 86.5 million) and unpaid dividends of CHF 46.2 million (2024: CHF 40.8 million). The unpaid dividends are reflected in the balance sheet position “Other current and accrued liabilitiesˮ (see note 26).

The Board of Directors decided to propose to the Annual General Meeting 2026 a dividend for the year 2025 of CHF 4.75 per share (2024: CHF 4.25).