Quarterly Report • Nov 27, 2025
Quarterly Report
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QUARTERLY FINANCIAL STATEMENTS 2025
Profit and loss statement
| For the nine months ended | For the three months ended |
||||
|---|---|---|---|---|---|
| In EUR thousand | 30 Sep 2025 |
30 Sep 2024 |
30 Sep 2025 |
30 Sep 2024 |
31 Dec 2024 |
| Income from rental activities | 152,470 | 229,977 | 46,189 | 77,365 | 310,179 |
| Adj. EBITDA from rental activities | 57,773 | 85,771 | 17,278 | 25,925 | 112,131 |
| Adj. EBITDA from rental activities margin | 57.0% | 55.3% | 52.2% | 50.2% | 54.0% |
| Adj. EBITDA Total | (14,978) | 52,690 | 4,644 | 10,658 | 80,990 |
| FFO 1 (from rental activities) | (45,527) | (87,988) | (16,733) | (34,256) | (112,349) |
| FFO 2 (incl. disposal results and development activities) | (183,916) | (247,230) | (40,512) | (91,522) | (310,961) |
| Residential(*) | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| Monthly in-place rent (EUR per m2) | 8.52 | 8.29 |
| Total operational vacancy rate | 1.8% | 1.8% |
| Number of units | 17,695 | 17,929 |
| Like-for-like rental growth (LTM) | 3.2% | 1.8% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
| In % | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| LTV | 73.5% | 72.7% |
The Adler Group S.A. (the Company) is a Luxembourgbased real estate holding company with numerous subsidiaries (Adler Group) mainly operating in Germany. It specialises in the management and development of income-producing, multi-family residential real estate.
As per the end of Q3 2025, Adler Group owns and manages a core rental portfolio of 17,695 units, almost entirely located in Berlin. Most of the properties fall into the market segment of affordable housing.
Besides the residential rental portfolio, Adler Group owns a portfolio of development projects located in some of the largest cities of Germany. Adler Group does not intend to hold them but rather to generate cash flow and earnings through either forward sales or upfront sales.
As of 30 September 2025, Adler Group had 347 employees based in Luxembourg and in several locations across Germany.


Residential rental portfolio locations
(*) Residential units including ground level commercial units, not considering 117 units located outside of the Berlin metropolitan area.

| Shares | |
|---|---|
| Stock exchange | Frankfurt Stock Exchange |
| Market segment | Regulated market (Prime Standard) |
| ISIN | LU1250154413 |
| WKN | A14U78 |
| Total number of shares outstanding |
151,626,107 |
| Ticker symbol | ADJ |
| Primary listing | 23 July 2015 |
| Stock exchange | Frankfurt Stock Exchange |
| Issue price | EUR 20 |
| Price at the end of Q3 2025 | EUR 0.203 |
| Highest share price LTM | EUR 0.440 |
| Lowest share price LTM | EUR 0.170 |
| Shareholder structure(1) (as at 30 September 2025) |
|
| Vonovia SE | 15.9% |
| Free Float | 84.1% |
| Voting securities | |
|---|---|
| Stock exchange | Luxembourg Stock Exchange |
| Date of issuance | 15 October 2024 |
| ISIN | LU2900363131 |
| Nominal value | EUR 0.01 |
| Total number of voting securities |
454,878,321 |
| Composition(2) (as at 30 September 2025) |
|
| PIMCO | 24.0% |
| Taconic Capital Advisors | 12.3% |
| Sculptor Capital Manage ment Inc |
11.1% |
| Arini Capital Management | 8.7% |
| Other | 44.0% |
General Note: As part of the comprehensive recapitalisation completed in September 2024, holders of the Investor Notes received new voting securities that represent 75% of the voting rights in Adler Group S.A. (but 0% of the distribution rights). Common shares represent 25% of the voting rights in Adler Group S.A. and 100% of the distribution rights.
(1) Based on approx. 151.6m voting rights attached to the share capital (ISIN LU1250154413); according to the official notifications received from the shareholders; based on the German Stock Exchange's definition, free float refers to shares that are not owned by major shareholders holding more than 5% of the total shares.
(2) Based on approx. 454.9m voting rights attached to the voting securities (parts bénéficiaires avec le droit de vote; ISIN LU2900363131); based on the voting rights notifications received by the Company in accordance with article 11 of the Luxembourg law of 11 January 2008 on transparency requirements for issuers (as supplemented and amended, the "Luxembourg Transparency Law"), these shareholders hold more than 5% of the voting rights in the Company.
(3) Based on approx. 606.5m total voting rights attached to both the share capital and the voting securities (parts bénéficiaires); according to the official notifications received from the shareholders and holders of voting securities (parts bénéficiaires).
(as at 30 September 2025)

Adler Group shares are traded on the Prime Standard of the Frankfurt Stock Exchange. During the 12 months ended 30 September 2025, the shares traded between EUR 0.170 and EUR 0.440.
As at 30 September 2025, the total number of outstanding shares of Adler Group amounted to 151.6 million. At that time, the main shareholder with holdings of over 5% was Vonovia SE (15.88%) according to the official notifications received from the shareholders. The remaining 84.12% free float shares were mainly held by institutional investors.
On 15 October 2024, approximately 454.9 million voting securities (parts bénéficiaires) were issued to certain bond investors, thereby increasing the number of total voting rights to approximately 606.5 million (including the approximately 151.6m voting rights attached to the share capital).
Following the implementation of the proposed amendments pursuant to the Restructuring Plan, the Company is not permitted to declare or pay any dividends to shareholders for the year 2022 and thereafter.
If and as long as any of the subordinated notes issued by the Company's subsidiary AGPS BondCo PLC in the nominal amount of approximately EUR 2.3 billion under the Company's guarantee as part of its 2024 financial restructuring (the "Subordinated Notes") remain outstanding, and to the extent that any payments have been made in respect of the Subordinated Notes since the issuance thereof (the "Subordinated Notes Payments"), the Board of Directors may, when approving the annual financial statements of any given financial year recommend to the Annual General Meeting that a dividend be declared and paid in an amount equivalent to one thirty-ninth (1/39) of the total Subordinated Notes Payments.

Adler Group S.A. is a residential real estate company which – through its subsidiaries – holds and manages 17,695 rental units, primarily based in Berlin. This rental portfolio is valued at EUR 3.5 billion as per 30 September 2025. Besides the rental portfolio, Adler Group owns a portfolio of development projects in some of the larger cities in Germany valued at EUR 0.7 billion. In agreement with the bondholders under the terms of the Restructuring Plan, these development projects are to be sold – some sales processes have already begun, others are to be initiated.
Hence, the Adler Group's business model focuses on asset and portfolio management, property and facility management, targeting at improving operating results by increasing rents and decreasing vacancies in its existing portfolio. The portfolio shall be further optimised depending on opportunities or necessities.
Our 347 employees (as per 30 September 2025) are based in Luxembourg and in several locations across Germany in order to bring Adler Group as close as possible to assets and tenants.
Focus on active management of the portfolio to grow earnings and improve EBITDA margins.
Adler Group focuses on increasing rents through active asset management and targeted investments to modernise, refurbish and re-position properties, while constantly screening and anticipating developments in different sub-markets. In order to realise upside potential, Adler Group pursues regular rent increases up to the market levels within the regulatory and legal limits without CapEx investment. In addition, Adler Group continuously reviews rent potentials and pursues growth beyond the rent tables through targeted CapEx investments to modernise, refurbish and/or re-position properties. Vacancies are kept low through active marketing tailored to the respective micro-location.
As apartments are typically renovated to market standard after a tenant has moved out, Adler Group is in the position to rent vacant apartments to higher quality tenants and thus to continuously improve the tenant structure and average rent.
By disposing of non-core assets, Adler Group aims to streamline the rental portfolio and to focus on Berlin where a critical mass of assets can be managed thereby improving profitability and portfolio KPIs. Active capital recycling enables Adler Group to reduce leverage and ultimately to improve its capital structure.
Investing selected CapEx in refurbishment and modernisation measures in the existing portfolio will elevate the quality of the rental portfolio, improve energy efficiency in line with sustainability targets to reduce greenhouse gas emissions and thus add value overall.
The Company's corporate governance practices are governed by Luxembourg Law (particularly the Luxembourg law of 10 August 1915 on commercial companies, as amended) and the Company's articles of association. As a Luxembourg company with its shares admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, the Company is not subject to any specific mandatory corporate governance rules. The corporate governance practices applied by the Company are those applied under general Luxembourg law.
Independent Director
| As at 30 September 2025, the Board comprises the following members: |
|---|
| Mr Stefan Brendgen Independent Director |
| Dr. Karl Reinitzhuber Director Mr Thorsten Arsan Director |
| Mr Paul Copley Independent Director |
| Mr Matthias Moser Independent Director |
| Mr Thilo Schmid |
As at 30 September 2025, the residential rental portfolio is fully focussed on Berlin after the Company sold its North Rhine-Westphalia (NRW)-based portfolio in February 2025.
| Location | Fair value EUR m Q3 25 |
Fair value EUR/m2 Q3 25 |
Units | Lettable area m2 |
NRI(**) EUR m Q3 25 |
Rental yield (in-place rent) |
Oper ational vacancy Q3 25 |
Vacancy Δ YoY LFL |
Q3 25 Avg. rent EUR/m2/ month |
NRI Δ YoY LFL |
Rever sionary potential |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Berlin | 3,472 | 2,859 | 17,578 | 1,214,554 | 123 | 3.6% | 1.6% | 0.2% | 8.53 | 3.2% | 20.0% |
| Other | 3 | 534 | 117 | 6,350 | 0 | 5.6% | 34.3% | (9.2%) | 5.12 | (7.8%) | 121.3% |
| Total | 3,476 | 2,847 | 17,695 | 1,220,904 | 124 | 3.6% | 1.8% | 0.2% | 8.52 | 3.2% | 20.2% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
In addition to our financial performance indicators, we also use the following operational performance indicators:
The vacancy rate shows the ratio of m² of vacant units in our properties to total m². Vacancy rate is used as an indicator of the current letting performance. Operational vacancy excludes unavailable units, i.e., units under refurbishment and decommissioned units.
The in-place rent per m² provides an insight into the average rental income from the rented properties. It serves as an indicator of the current letting performance.
The like-for-like rental growth is the change rate of the net rents generated by the like-for-like residential portfolio over the last 12 months.
The total amounts spent on maintenance and CapEx in relation to the total lettable area of the portfolio are further operational figures to ensure an appropriate level of investment in the real estate portfolio. Maintenance expenses are spent to keep the property in its current condition and are typically charged to the consolidated income statement. These maintenance measures ensure the living quality of tenants and tenant satisfaction, which in turn decreases vacancies and increases reletting rents, giving place to higher and stable rental income. CapEx measures comprise targeted investments that increase the quality, safety and overall features of the assets in the portfolio, supporting the
(**)Annualised net rental income.
ability to capture higher rents. Examples of these investments include refurbishments of facade or roof as well as refurbishments of apartments. CapEx are typically capitalised to the investment properties. The diverse CapEx projects support the value growth of the portfolio and the letting process, resulting in lower vacancies and higher rent potential. Additionally, Adler Group carries investments aimed at improving the energy efficiency and CO2 reduction.
All of the above-described operational performance indicators are key drivers for the development of rental income.
| 30 Sep 2025 | 31 Dec 2024 | |
|---|---|---|
| Number of units | 17,695 | 17,929 |
| Average rent/m²/month (EUR) | 8.52 | 8.29 |
| Total operational vacancy (**) | 1.8% | 1.8% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
The average rent per m2 amounted to EUR 8.52 as at 30 September 2025, a slight increase compared to the previous period. The operational vacancy rate remains constant to a still structurally low level of 1.8%.
| In % | LTM(**) 30 Sep 2025 |
1 Jan - 31 Dec 2024 |
|---|---|---|
| Like-for-like rental growth | 3.2% | 1.8% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects. (**) Last 12 months (LTM).
Like-for-like rental growth of the portfolio amounted to 3.2% over the last twelve months.
Adler Group's fully integrated active asset management is focused on rental growth and employs dedicated strategies to drive all relevant components. In units that require modernisation, Adler Group invests CapEx to improve quality to meet today's standards and regulations. Applying the relevant regulatory framework accurately and efficiently is key to successfully maximising rental growth for let units.
(**) Operational vacancy excludes unavailable units, i.e., units under refurbishment and decommissioned units; Total vacancy rate amounting to 2.8% as per September 2025.
| In EUR per m² | 1 Jan - 30 Sep 2025 |
1 Jan - 31 Dec 2024 |
|---|---|---|
| Maintenance | 7.2 | 8.6 |
| CapEx | 14.8 | 18.9 |
| Total | 22.0 | 27.4 |
| In EUR million | 1 Jan - 30 Sep 2025 |
1 Jan - 31 Dec 2024 |
| Maintenance | 9.9 | 14.5 |
| CapEx | 20.5 | 32.0 |
In the first nine months of 2025, total investment in the core portfolio amounted to EUR 30.5 million resulting in maintenance and CapEx expenses per m2 of EUR 22.0.
Adler Group's active asset management aims to minimise the vacancy rate while keeping the necessary flexibility for portfolio optimisation.
| 30 Sep 2025 | 31 Dec 2024 | |
|---|---|---|
| Total vacancy (units) | 273 | 284 |
| Total vacancy (m²) | 21,588 | 21,806 |
| Total operational vacancy rate(**) | 1.8% | 1.8% |
(*) All values include ground floor commercial units and exclude units under renovation and development projects.
(**) Operational vacancy excludes unavailable units, i.e., units under refurbishment and decommissioned units; Total vacancy rate amounting to 2.8% as per September 2025.
Adler Group has been exposed to a challenging situation that was partly self-inflicted and largely caused by external factors since financial year 2022. The situation itself manifested in liquidity constraints, lack of financing capacities and dried real estate markets that made portfolio sales almost impossible. In order to cope with this situation, management decided to focus on always preserving enough liquidity as well as on net rental income as the main key performance indicators. The other financial performance indicators outlined below were not suspended but were followed with a much lower focus than usual. Consequently, we waive the explicit description of the financial performance indicators listed below.
After the recapitalisation completed in September 2024, the Company decided to no longer report the EPRA NAV & NTA metrics as a result of the IFRS accounting treatment of the newly introduced perpetual notes, which would account these as equity. As such, in management's view, EPRA NAV & NTA no longer reflect the intrinsic value of Adler Group correctly.
Income from rental activities equals net rental income plus income from facility services and recharged utilities costs.
NOI (net operating income) equals total revenue from the property portfolio less all reasonably necessary operating expenses. Aside from rent, a property might also generate revenue from parking and service fees. NOI is used to track the real estate portfolio's capability of generating income.
Adj. EBITDA from rental activities is an indicator of a company's financial performance and is calculated by deducting the overhead costs from NOI. It is used as a proxy to assess the recurring earnings potential of the letting business.
Adj. EBITDA Total can be derived by adding the net profit from project development activities to Adj. EBITDA from rental activities.
In addition, we present the NOI margin from rental activities – calculated as NOI divided by net rental income, as well as Adj. EBITDA margin from rental activities – calculated as Adj. EBITDA from rental activities divided by net rental income. These metrics are useful to analyse the operational efficiency at real estate portfolio level as well as at Company level.
Net rental income
1) Cost from rental activities is the aggregate amount of (a) Salaries and other expenses related to rental activities; (b) Net cost of utilities recharged; and (c) Property operations and maintenance, excluding one-off costs. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective.
2) Overhead costs from rental activities represent the "General and administrative expenses" from the profit or loss statement excluding one-off costs and depreciation and amortisation relating to rental activities. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective like impairment losses on trade receivables.
Starting with Adj. EBITDA from rental activities, we calculate the main performance figure in the sector, the FFO 1 (from rental activities). This KPI serves as an indicator of the sustained operational earnings power after cash interest expenses and current income taxes of our letting business.
9) FFO 1 net interest expenses is equal to "Interest on other loans and borrowings" relating to rental activities, excluding day-1 fair value non-cash adjustment, plus the nominal interest expense on bonds.
10) Only current income taxes relating to rental activities.
Starting from Adj. EBITDA Total, we calculate FFO 2 (incl. disposal results and development activities). FFO 2 is used to indicate the total operational earnings power.
11) Current income taxes as presented in the financial statements exclude the income tax relating to the disposal of the non-core portfolio.
The Company's loan-to-value (LTV) illustrates the relationship between net debt and total property value of a real estate company and thus evaluates the gearing of shareholder equity.
The methodology and illustrative LTV calculation as well as the information taken from the Adler Group balance sheet is depicted in the following table (the calculation of LTV as per 30 September 2025 can be found at the end of this section):
| Calculation of LTV | Group as reported |
Share of joint ventures19) |
Share of material associates19) |
Non controlling interests20) |
Total21) | |
|---|---|---|---|---|---|---|
| Borrowings from financial institutions12) | ||||||
| (+) | Commercial paper | |||||
| (+) | Hybrids13) | |||||
| (+) | Bond loans14) | |||||
| (+) | Foreign currency derivatives | |||||
| (+) | Net payables15) | |||||
| (+) | Owner-occupied property (debt) | |||||
| (+) | Current accounts (equity characteristic) | |||||
| (–) | Cash and cash equivalents | |||||
| = | Net debt | |||||
| Owner-occupied property | ||||||
| (+) | Investment properties at fair value | |||||
| (+) | Properties held-for-sale16) | |||||
| (+) | Properties under development17) | |||||
| (+) | Intangibles | |||||
| (+) | Net receivables15) | |||||
| (+) | Financial assets18) | |||||
| = | Total property |
We believe that the alternative performance measures described in this section constitute the most important indicators for measuring the operating and financial performance of the Group's business.
We expect all of the above-described alternative performance measures to be useful for our investors when evaluating the Group's operating performance, the net value of the Group's property portfolio and the level of the Group's indebtedness.
Due to rounding, the figures reported in tables and cross-references may deviate from their exact values as calculated.
Compared to the prior year period, net rental income in 9M 2025 decreased due to the lack of rental income resulting from the disposals of BCP and the NRW-based portfolio, both completed in Q1 2025. The decrease was partly compensated by rent increases realised on the remaining assets.
The adjusted EBITDA from rental activities amounted to EUR 58 million, a decrease compared to the prior year period reflecting primarily the smaller portfolio size. The adjusted EBITDA Total was negative as the development segment did not contribute material earnings in this quarter and was impacted by construction costs.
FFO 1 and FFO 2 were both negatively impacted by net interest expenses, although to a lesser extent than in the previous year as the amount of debt has decreased.
| For the nine months ended | For the three months ended |
For the year ended |
|||
|---|---|---|---|---|---|
| In EUR thousand | 30 Sep 2025 |
30 Sep 2024 |
30 Sep 2025 |
30 Sep 2024 |
31 Dec 2024 |
| Net rental income | 101,318 | 155,060 | 33,106 | 51,660 | 207,562 |
| Income from facility services and recharged utilities costs | 51,152 | 74,917 | 13,083 | 25,705 | 102,617 |
| Income from rental activities | 152,470 | 229,977 | 46,189 | 77,365 | 310,179 |
| Cost from rental activities | (61,323) | (98,977) | (16,605) | (36,124) | (135,523) |
| Net operating income (NOI) from rental activities | 91,147 | 131,000 | 29,584 | 41,241 | 174,656 |
| NOI from rental activities margin (%) | 90.0% | 84.5% | 89.4% | 79.8% | 84.1% |
| Overhead costs from rental activities | (33,376) | (45,230) | (12,307) | (15,317) | (62,526) |
| Adj. EBITDA from rental activities | 57,773 | 85,771 | 17,278 | 25,925 | 112,131 |
| Adj. EBITDA margin from rental activities (%) | 57.0% | 55.3% | 52.2% | 50.2% | 54.0% |
| For the nine months ended | For the three months | For the year ended |
|||
|---|---|---|---|---|---|
| In EUR thousand | 30 Sep 2025 |
30 Sep 2024 |
30 Sep 2025 |
30 Sep 2024 |
31 Dec 2024 |
| Income from rental activities | 152,470 | 229,977 | 46,189 | 77,365 | 310,179 |
| Income from property development | (4,876) | (10,769) | (3,849) | 4,471 | 23,082 |
| Income from other services | 1,645 | 2,086 | 207 | 560 | 14,592 |
| Income from real estate inventory disposed of | 60,250 | 27,000 | 60,250 | - | 43,140 |
| Income from sale of trading properties | - | 1,088 | - | - | 1,198 |
| Revenue | 209,489 | 249,382 | 102,797 | 82,396 | 392,191 |
| Cost from rental activities | (61,323) | (98,977) | (16,605) | (36,124) | (135,523) |
| Other operational costs from development and privatisation sales | (120,970) | (42,801) | (64,707) | (16,390) | (91,369) |
| Net operating income (NOI) | 27,197 | 107,604 | 21,485 | 29,882 | 165,299 |
| Overhead costs from rental activities | (33,376) | (45,230) | (12,307) | (15,317) | (62,526) |
| Overhead costs from development and privatisation sales | (8,799) | (9,683) | (4,534) | (3,907) | (21,783) |
| Adj. EBITDA Total | (14,978) | 52,690 | 4,644 | 10,658 | 80,990 |
| FFO 2 net interest expenses | (178,965) | (278,787) | (58,954) | (95,316) | (359,943) |
| Other net financial costs | (91,361) | 2,087,509 | (34,563) | 2,090,261 | 2,030,728 |
| Depreciation and amortisation | (9,013) | (21,291) | (2,413) | (1,243) | (20,419) |
| Other income/(expenses) | (151,400) | (135,585) | (25,991) | (24,963) | (458,208) |
| Change in valuation | (62,385) | (243,960) | 963 | (13,560) | (483,177) |
| Net income from at-equity valued investments | (1) | (980) | - | - | (1) |
| EBT | (508,103) | 1,459,596 | (116,314) | 1,965,837 | 789,970 |
| For the nine months ended | For the three months ended |
For the year ended |
|||
|---|---|---|---|---|---|
| In EUR thousand | 30 Sep 2025 |
30 Sep 2024 |
30 Sep 2025 |
30 Sep 2024 |
31 Dec 2024 |
| Adj. EBITDA from rental activities | 57,773 | 85,771 | 17,278 | 25,925 | 112,131 |
| FFO 1 net interest expenses | (102,403) | (161,394) | (34,650) | (56,948) | (210,425) |
| Current income taxes | (897) | (7,310) | 639 | (1,504) | (7,234) |
| Interest of minority shareholders | - | (5,055) | - | (1,729) | (6,821) |
| FFO 1 (from rental activities) | (45,527) | (87,988) | (16,733) | (34,256) | (112,349) |
| No. of shares | 151,626 | 151,626 | 151,626 | 151,626 | 151,626 |
| FFO 1 per share | (0.30) | (0.58) | (0.11) | (0.23) | (0.74) |
| FFO 2 per share | (1.21) | (1.63) | (0.27) | (0.60) | (2.05) |
|---|---|---|---|---|---|
| No. of shares | 151,626 | 151,626 | 151,626 | 151,626 | 151,626 |
| FFO 2 | (183,916) | (247,230) | (40,512) | (91,522) | (310,961) |
| Interest of minority shareholders | - | (5,055) | - | (1,729) | (6,821) |
| Current income taxes | 10,027 | (16,078) | 13,798 | (5,135) | (25,187) |
| FFO 2 net interest expenses | (178,965) | (278,787) | (58,954) | (95,316) | (359,943) |
| Adj. EBITDA Total | (14,978) | 52,690 | 4,644 | 10,658 | 80,990 |
| In EUR thousand | 30 Sep 2025 |
30 Sep 2024 |
30 Sep 2025 |
30 Sep 2024 |
31 Dec 2024 |
| For the nine months ended | For the three months ended |
For the year ended |
Investment properties decreased mainly due to the transfer of certain assets from investment properties to assets classified as held-for-sale and the negative fair value adjustments following the revaluation of development projects in H1 2025. Other non-current assets include other financial assets of EUR 104 million (mainly comprising loans against non-controlling shareholders of subsidiaries), property and equipment of EUR 12 million, restricted bank deposits of EUR 10 million and investments in financial instruments of EUR 7 million. Inventories primarily include upfront sale projects and the land value of forward sale projects. Other current assets include other receivables (EUR 88 million), trade receivables (EUR 56 million) and restricted bank deposits (EUR 33 million). Non-current assets and liabilities held-for-sale reduced significantly following the completed disposals of BCP and the NRW-based portfolio.
Interest-bearing debts include bonds, bank debt and the refinanced facilities as part of the recapitalisation completed in September 2024. Other liabilities include provisions (EUR 103 million), other current payables (EUR 97 million) including income tax payables of EUR 35 million and trade payables (EUR 44 million). Non-controlling interests decreased significantly primarily as a result of the deconsolidation of BCP in early January 2025.
As at 30 September 2025, the total interest-bearing nominal debt amounted to around EUR 3,714 million. The average interest rate on all outstanding debt was 7.1%, with a weighted average maturity of 3.6 years.
| In EUR thousand | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| Investment properties and advances related to investment properties | 3,696,757 | 3,963,832 |
| Other non-current assets | 153,038 | 177,646 |
| Non-current assets | 3,849,795 | 4,141,478 |
| Cash and cash deposits | 240,973 | 246,990 |
| Inventories | 241,449 | 410,886 |
| Other current assets | 193,802 | 199,486 |
| Current assets | 676,224 | 857,362 |
| Non-current assets held-for-sale | 289,057 | 1,888,313 |
| Total assets | 4,815,076 | 6,887,153 |
| Interest-bearing debts | 3,383,322 | 3,535,020 |
| Other liabilities | 262,870 | 587,994 |
| Deferred tax liabilities | 254,306 | 261,726 |
| Liabilities classified as available for sale | - | 937,234 |
| Total liabilities | 3,900,498 | 5,321,975 |
| Total equity attributable to owner of the Company | 868,437 | 1,326,734 |
| Non-controlling interests | 46,141 | 238,444 |
| Total equity | 914,578 | 1,565,178 |
| Total equity and liabilities | 4,815,076 | 6,887,153 |
The table below shows the loan-to-value (LTV).
30 Sep 2025
| In EUR thousand | Group loan-to-value | Non-controlling interests |
Total |
|---|---|---|---|
| Borrowings from financial institutions | 3,081,810 | 3,081,810 | |
| Commercial paper | |||
| Bond loans | 301,512 | 301,512 | |
| Foreign currency derivatives | |||
| Net payables | 39,882 | 39,882 | |
| Owner-occupied property (debt) | |||
| Current accounts (equity characteristics) | |||
| Cash and cash equivalents | (240,973) | (240,973) | |
| Net financial liabilities | 3,182,231 | 3,182,231 | |
| Owner-occupied property | |||
| Investment properties at fair value | 3,696,757 | 3,696,757 | |
| Properties held for sale(*) | 530,506 | 530,506 | |
| Properties under development | |||
| Intangibles | |||
| Net receivables | |||
| Financial assets | 104,588 | 104,588 | |
| Total property value | 4,331,851 | 4,331,851 | |
| Loan-to-value | 73.5% |
(*) Considers inventories as well as non-current assets held for sale.
31 Dec 2024
| In EUR thousand | Group loan-to-value | Non-controlling interests(**) |
Total |
|---|---|---|---|
| Borrowings from financial institutions | 3,006,608 | 3,006,608 | |
| Commercial paper | |||
| Bond loans | 528,412 | 528,412 | |
| Foreign currency derivatives | |||
| Net payables | 1,276,906 | (248,077) | 1,028,829 |
| Owner-occupied property (debt) | |||
| Current accounts (equity characteristics) | |||
| Cash and cash equivalents | (246,990) | (246,990) | |
| Net financial liabilities | 4,564,936 | (248,077) | 4,316,859 |
| Owner-occupied property | |||
| Investment properties at fair value | 3,963,832 | 3,963,832 | |
| Properties held for sale(*) | 2,299,199 | (429,527) | 1,869,672 |
| Properties under development | |||
| Intangibles | |||
| Net receivables | |||
| Financial assets | 106,711 | 106,711 | |
| Total property value | 6,369,742 | (429,527) | 5,940,215 |
| Loan-to-value | 71.7% | 57.8% | 72.7% |
(*) Considers inventories as well as non-current assets held for sale.
(**) Considers the interest of minority shareholders in ADLER's subsidiary Brack Capital Properties N.V. ("BCP").
<-- PDF CHUNK SEPARATOR -->
The table below shows the breakdown of net payables as included in the LTV calculation presented above. For the detailed methodology of the LTV calculation, please also refer to the beginning of this section.
| In EUR thousand | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| Investments in financial instruments | 7,423 | 7,406 |
| Restricted bank deposits | 42,837 | 45,130 |
| Contract assets | 12,244 | 23,141 |
| Trade receivables | 55,932 | 46,498 |
| Other receivables and financial assets | 87,992 | 91,069 |
| Advances paid on inventories | 9,627 | 7,710 |
| Deduct: | ||
| Other financial liabilities | (9,094) | (9,092) |
| Pension provisions | (644) | (643) |
| Other payables | (97,487) | (148,901) |
| Contract liabilities | 0 | 0 |
| Trade payables | (44,011) | (63,193) |
| Provisions | (103,301) | (332,406) |
| Prepayments received | (1,400) | (6,386) |
| Non-current liabilities held for sale | 0 | (937,239) |
| Net payables | (39,882) | (1,276,906) |
The amended 1.5L Facility will accrue payment-in-kind (PIK) interest at a rate of 10.00% per annum plus a 0.75% OID with a non-call protection in year one and a 1% call premium in year two (thereafter to be called at par). The reduction of the PIK interest from 14.00% reflects primarily an improved risk profile of Adler Group.
The former 1.5 Notes were divided into two series: (i) a EUR 556 million series, which accrues 14.00% PIK interest annually, and (ii) a EUR 116 million series, which accrues 4.25% PIK interest annually until 30 July 2025, after which it will convert into the EUR 556 million series and accrue interest at 14.00% PIK annually. Both were refinanced in parallel. The maturity date of the 1.5L Facility of 31 December 2029 remains unchanged. The Refinancing was completed on 18 February 2025.
3. On 28 January 2025 and 18 February 2025, the 1L and 1.5L Facilities were effectively refinanced. The outstanding loan amounts were increased, and the fixed interest rates were reduced. After the refinancing, the outstanding amount of the 1L Facility amounted to EUR 1,178 million, with an interest rate of 8.25% (compared to EUR 1,158 million outstanding amount and 12.5% interest rate before refinancing). After refinancing, the outstanding 1.5L Facility amounted to EUR 717 million, with an interest rate of 10% (compared to EUR 707.3 million outstanding amount and 14% interest rate before refinancing).
The new terms after refinancing are substantially different from the previous terms in accordance with IFRS 9. Accordingly, the existing financial liabilities are derecognised, and a new financial liability is recognised at fair value.
LEG Immobilien SE, following a tender of Adler Group's shares in a Public Offer under Israeli Law, at a price of EUR 45.00 per share.
Amongst other resolutions, the AGM also confirmed the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company (for declaratory purposes only), and the appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the AGM to take place in the year 2027.
11. Following the settlement of Adler RE's cash tender offer to repurchase its outstanding EUR 300 million secured notes on 27 June 2025, the Company's 1L notes increased by EUR 281 million to approximately EUR 1.3 billion as per June 2025, up from EUR 1.2 billion as per December 2024. In this context, S&P revised its ratings on the Adler Group and Adler RE debt instruments. On 30 June 2025, S&P downgraded the issue rating on the Adler Group's 8.25% 1L New Money Facilities due 12 December 2028 from 'B+'to 'B'. The ratings of Adler Group's 10.0% 1.5L senior secured notes due 12 December 2029 and Adler RE's remaining 3.0% senior unsecured notes due 27 April 2026 were also downgraded to 'CCC' from 'CCC+'. The rating on Adler Group's 6.25% Reinstated 2L Notes due 14 January 2030 remained unchanged at 'CCC'. The issuer credit rating of Adler Group also remains unchanged at 'B-' (stable outlook).
The Group has evaluated transactions and other events occurring after the reporting date of 30 September 2025 up to 26 November 2025, the date on which the quarterly financial statements were authorised for issue, for consideration as subsequent events.
Additional information can be found on the Adler Group website: https://www.adler-group.com/en/investors/ publications/news.
Following certain disposals made from the yielding asset portfolio, such as the stake in Brack Capital Properties N.V. (BCP) with effect of 2 January 2025 and the North-Rhine-Westphalia portfolio with effect of 28 February 2025, Adler Group expects to generate net rental income for 2025 in the range of EUR 127-135 million.
Following the sanctioning of the Restructuring Plan in April 2023, the Company refrained from announcing an FFO 1 guidance for the year 2023 and thereafter due to the current situation of the Group which is primarily focused on steering its liquidity situation and de-leveraging through asset and portfolio disposals.
We confirm, to the best of our knowledge, that the Condensed Interim Financial Statements of Adler Group S.A. presented in these Q3 2025 Quarterly Financial Statements, prepared in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the net assets, financial and earnings position of the Group, and that the Interim Management Report includes a fair review of the development of the business and describes the main opportunities, risks, and uncertainties associated with the Group for the remaining three months of the year.
26 November 2025
Dr. Karl Reinitzhuber
Thorsten Arsan
CEO

| In EUR thousand | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| Assets | ||
| Non-current assets | ••••••••••••••••••••••••••••••••••••••• | |
| Investment properties | 3,696,757 | 3,963,832 |
| Investments in financial instruments | 7,423 | 7,406 |
| Investments accounted under the equity method | 148 | 502 |
| Property, plant and equipment | 12,315 | 13,994 |
| Other financial assets | 104,588 | 106,712 |
| Derivatives | 7,092 | 7,347 |
| Restricted bank deposits | 9,974 | 11,402 |
| Right-of-use assets | 6,560 | 27,376 |
| Other intangible assets | 33 | 40 |
| Contract assets | 4,905 | 2,813 |
| Deferred tax assets | - | 54 |
| Total non-current assets | 3,849,795 | 4,141,478 |
| Current assets | ||
| Inventories | 241,449 | 410,886 |
| Restricted bank deposits | 32,863 | 33,728 |
| Trade receivables | 55,932 | 46,498 |
| Other receivables and financial assets | 87,992 | 91,064 |
| Contract assets | 7,339 | 20,328 |
| Derivatives | 49 | 158 |
| Cash and cash equivalents | 240,973 | 246,990 |
| Advances paid on inventories | 9,627 | 7,710 |
| Total current assets | 676,224 | 857,362 |
| Non-current assets held-for-sale | 289,057 | 1,888,313 |
| Total assets | 4,815,076 | 6,887,153 |
| In EUR thousand | 30 Sep 2025 | 31 Dec 2024 |
|---|---|---|
| Shareholders' equity | ||
| Share capital | 188 | 188 |
| Share premium | 1,775,304 | 1,775,304 |
| Equity of Group's hybrid investors | 716,707 | 716,707 |
| Reserves | 197,292 | 186,601 |
| Retained earnings | (1,821,054) | (1,352,066) |
| Total equity attributable to owners of the Company | 868,437 | 1,326,734 |
| Non-controlling interests | 46,141 | 238,444 |
| Total equity | 914,578 | 1,565,178 |
| Liabilities | ||
| Non-current liabilities | ||
| Corporate bonds | 286,712 | 525,690 |
| Other loans and borrowings | 3,056,086 | 2,647,101 |
| Other financial liabilities | 9,094 | 9,092 |
| Derivatives | - | 3 |
| Pension provisions | 644 | 643 |
| Lease liabilities | 3,916 | 22,837 |
| Other payables | 23 | 23 |
| Deferred tax liabilities | 254,306 | 261,726 |
| Total non-current liabilities | 3,610,781 | 3,467,115 |
| Current liabilities | ||
| Corporate bonds | 14,800 | 2,722 |
| Other loans and borrowings | 25,724 | 359,507 |
| Trade payables | 44,011 | 63,193 |
| Other payables | 97,464 | 148,878 |
| Provisions | 103,301 | 332,406 |
| Lease liabilities | 3,017 | 4,534 |
| Prepayments received | 1,400 | 6,386 |
| Total current liabilities | 289,717 | 917,626 |
| Non-current liabilities held-for-sale | - | 937,234 |
| Total shareholders' equity and liabilities | 4,815,076 | 6,887,153 |
Dr. Karl Reinitzhuber
Thorsten Arsan
CEO
CFO
Date of approval: 26 November 2025
| e nine months ended 30 Sep |
|||||
|---|---|---|---|---|---|
| In EUR thousand | 2025 | 2024 | 2025 | 2024 | |
| Revenue | 209,489 | 249,382 | 102,797 | 82,396 | |
| Cost of operations | (307,893) | (205,876) | (129,317) | (50,198) | |
| Gross profit | (98,404) | 43,506 | (26,520) | 32,198 | |
| General and administrative expenses | (88,030) | (100,799) | (28,069) | (25,303) | |
| Other expenses | (79,703) | (90,276) | (16,985) | (33,797) | |
| Other income | 90,746 | 43,383 | 47,813 | 11,354 | |
| Changes in fair value of investment properties | (62,385) | (243,960) | 963 | (13,560) | |
| Results from operating activities | (237,776) | (348,146) | (22,798) | (29,108) | |
| Finance income | 20,903 | 2,120,515 | 6,202 | 2,104,436 | |
| Finance costs | (291,229) | (311,793) | (99,719) | (109,491) | |
| Net finance income / (costs) | (270,326) | 1,808,722 | (93,517) | 1,994,945 | |
| Net income (losses) from investments in associated companies | (1) | (980) | - | - | |
| Profit (loss) before tax | (508,103) | 1,459,596 | (116,315) | 1,965,837 | |
| Income tax income / (expense) | 12,195 | (8,987) | 1,688 | (7,802) | |
| Profit (loss) for the period | (495,908) | 1,450,609 | (114,627) | 1,958,035 | |
| Profit attributable to: | ••••• | ||||
| Owners of the Company | (466,483) | 1,477,513 | (116,339) | 1,969,747 | |
| Non-controlling interests | (29,425) | (26,904) | 1,712 | (11,712) | |
| Profit (loss) for the period | (495,908) | 1,450,609 | (114,627) | 1,958,035 | |
| Earnings per share in EUR (undiluted) (1) | - | - | - | - | |
| Earnings per share in EUR (diluted)(1) | - | - | - | - |
(*) prior period adjusted due to hybrid equity
| For the nine month ended 30 Se |
||||
|---|---|---|---|---|
| In EUR thousand | 2025 | 2024 | 2025 | 2024 |
| Profit (loss) for the period | (495,908) | 1,450,609 | (114,627) | 1,958,035 |
| Items that may be reclassified subsequently to profit or loss | ||||
| Currency translation reserve | (15,063) | (7,679) | (14,807) | (5,143) |
| Reserve from financial assets measured at fair value through other comprehensive income | 26,160 | (180) | 26,204 | - |
| Total other comprehensive income / (loss) | 11,097 | (7,859) | 11,397 | (5,143) |
| Total comprehensive income / (loss) for the period | (484,811) | 1,442,750 | (103,230) | 1,952,892 |
| attributable to: | ||||
| Owners of the Company | (455,792) | 1,469,396 | (105,365) | 1,963,497 |
| Non-controlling interests | (29,019) | (26,646) | 2,135 | (10,605) |
| Total comprehensive income / (loss) for the period | (484,811) | 1,442,750 | (103,230) | 1,952,892 |
For the nine months ended 30 Sep For the three months ended 30 Sep
| In EUR thousand | 2025 | 2024 | 2025 | 2024 | |
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Profit (loss ) for the period | (495,908) | 1,450,609 | (114,627) | 1,958,034 | |
| Adjustments for: | |||||
| Depreciation | 6,172 | 10,472 | 2,211 | 485 | |
| Change in fair value of investment properties | 62,385 | 243,960 | (963) | 13,560 | |
| Profit from selling portfolio | - | 283 | - | 283 | |
| Non-cash other income and expense | 169,614 | 23,323 | 61,304 | 29,723 | |
| Non-cash income from at-equity valued investment associates | 1 | 981 | - | 1 | |
| Net finance costs / (income) | 270,326 | (1,808,722) | 93,517 | (1,994,945) | |
| Income tax expense | (12,195) | 8,987 | (1,689) | 7,802 | |
| Share-based payments | - | (550) | - | (550) | |
| Changes in net working capital | 28,369 | 60,260 | (6,061) | 6,709 | |
| Income tax paid | (24,945) | (29,515) | (6,840) | (9,244) | |
| Net cash from operating activities | 3,819 | (39,912) | 26,852 | 11,859 | |
| Cash flows from investing activities | |||||
| Purchase of and CapEx on investment properties | (20,976) | (46,067) | (8,421) | (9,060) | |
| Proceeds from investment property disposal and/or portfolio share deal | 43,837 | 43,196 | 25,108 | 7,804 | |
| Purchase of and CapEx on property, plant and equipment | (3,217) | (179) | (79) | (96) | |
| Interest received | 1,830 | 6,519 | 26 | 2,147 | |
| Proceeds from sale of financial instruments | 56,461 | (17,691) | 21,496 | (17,691) | |
| Proceeds from sale of fixed assets | 1,785 | 257 | 1,586 | (148) | |
| Repayment of long-term loans | 10,737 | - | - | - | |
| Disposal of subsidiaries, net of cash disposed | 280,414 | - | - | - | |
| Change in short-term restricted bank deposits, net | 468 | - | (551) | 986 | |
| Net cash from (used in) investing activities | 371,339 | (13,965) | 39,165 | (16,059) |
| For the nine months ended 30 Sep |
For the three months ended 30 Sep |
|||
|---|---|---|---|---|
| In EUR thousand | 2025 | 2024 | 2025 | 2024 |
| Cash flows from financing activities | ||||
| Acquisition of non-controlling interests | - | 292 | - | 292 |
| Repayment of bonds | (280,922) | (615,019) | - | (611,611) |
| Long-term loans received | 294,512 | 773,254 | - | 765,632 |
| Repayment of long-term loans | (383,899) | (11,732) | (80,501) | (5,667) |
| Proceeds from issuance of corporate bonds, net | - | 130,745 | - | 39,690 |
| Repayment of short-term loans | (18,388) | (19,500) | (3,476) | (5,998) |
| Interest paid | (44,895) | (139,410) | (24,723) | (103,364) |
| Payment of lease liabilities | (2,217) | (4,349) | (591) | (2,292) |
| Transaction costs | (18,909) | (62,457) | (326) | (62,457) |
| Payment from settlement of derivatives | - | (3,869) | - | (3,869) |
| Net cash from (used in) financing activities | (454,718) | 47,955 | (109,617) | 10,356 |
| Change in cash and cash equivalents during the period | (79,560) | (5,922) | (43,600) | 6,156 |
| Changes in the carrying amount of cash and cash equivalents that are presented among assets held-for-sale as part of a disposal group |
73,543 | (8,415) | (2) | 22,829 |
| Cash and cash equivalents at the beginning of the period | 246,990 | 377,419 | 284,575 | 334,096 |
| Cash and cash equivalents at the end of the period | 240,973 | 363,082 | 240,973 | 363,082 |
| In EUR thousand | Share capital |
Share premium |
Equity of Group's hybrid in- vestors |
Currency trans- lation reserve |
capital | Reserve finan- cial assets measured at FVTOCI |
Retained earnings |
Total | Non-con- trolling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2025 |
188 | 1,775,304 | 716,707 | 145 | 16,949 | 315,746 | (146,239) | (1,352,066) | 1,326,734 | 238,444 | 1,565,178 |
| Profit (loss) for the year | - | - | - | - | - | - | - | (466,483) | (466,483) | (29,425) | (495,908) |
| Other comprehensive income (loss), net of tax | - | - | - | - | (15,469) | - | 26,160 | - | 10,691 | 406 | 11,097 |
| Total comprehensive income (loss) for the year | - | - | - | - | (15,469) | - | 26,160 | (466,483) | (455,792) | (29,019) | (484,811) |
| Transactions with ow- ners, recognised directly in equity |
|||||||||||
| Transactions with non- controlling interests wit- hout a change in control |
- | - | - | - | - | - | - | (2,505) | (2,505) | 5,238 | 2,733 |
| Change in consolidation scope related to sale | - | - | - | - | - | - | - | (168,522) | (168,522) | ||
| Balance as at 30 September 2025 |
188 | 1,775,304 | 716,707 | 145 | 1,480 | 315,746 | (120,079) | (1,821,054) | 868,437 | 46,141 | 914,578 |
| In EUR thousand | Share capital |
Share premium |
Equity of Group's hybrid in vestors |
Hedging reserve |
Currency trans lation reserve |
Other capital reserves |
Reserve finan cial assets measured at FVTOCI |
Retained earnings |
Total | Non-con trolling |
interests Total equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2024 |
188 | 1,873,598 | - | 145 | 5,305 | 315,746 | (145,751) (2,278,087) | (228,856) | 271,260 | 42,404 | |
| Profit (loss) for the year | - | - | - | - | - | - | - | 1,477,513 | 1,477,513 | (26,904) | 1,450,609 |
| Other comprehensive income (loss), net of tax |
- | - | - | - | (7,937) | - | (180) | - | (8,117) | 258 | (7,859) |
| Total comprehensive (loss) for the year |
- | - | - | - | (7,937) | - | (180) | 1,477,513 | 1,469,396 | (26,646) | 1,442,750 |
| Transactions with ow ners, recognised directly in equity |
|||||||||||
| Transactions with non controlling interest wit hout a change in control |
- | - | - | - | - | - | - | 50,875 | 50,875 | (50,583) | 292 |
| Share-based payments | - | - | - | - | - | - | - | 550 | 550 | - | 550 |
| Other changes | - | - | 716,707 | - | - | - | - | 11 | 716,718 | (1,492) | 715,226 |
| Balance as at 30 September 2024 |
188 | 1,873,598 | 716,707 | 145 | (2,632) | 315,746 | (145,931) | (749,138) | 2,008,683 | 192,539 | 2,201,222 |

| 30 April 2026 | Publication Annual Report 2025 |
|---|---|
| 28 May 2026 | Publication Q1 2026 Results |
| 24 June 2026 | Annual General Meeting 2026 |
| 27 August 2026 | Publication Q2 2026 Results |
| 26 November 2026 | Publication Q3 2026 Results |
Coordination:
Investor Relations Adler Group S.A.
Concept, Design & Artwork:
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Felix Ernesti
Art Director & Graphic Designer, Berlin

Adler Group S.A.
55 Allée Scheffer 2520 Luxembourg Grand Duchy of Luxembourg
[email protected] www.adler-group.com

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