The following is a review of our financial condition and results of operations as of December 31, 2025 and 2024, and for the three years ended December 31, 2025, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations. You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this annual report on Form 20-F. 95 Table of Contents Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties. You should read “Cautionary Statement Regarding Forward-Looking Statements” in this Part I for a discussion of the risks related to those statements. You should also read Item 3 of this Part I, “Key Information—D. Risk Factors” for a discussion of certain factors that may affect our business, financial condition and results of operations. We have prepared our audited consolidated financial statements as of December 31, 2025 and 2024, and for the three years ended December 31, 2025 in accordance with IFRS, as issued by the IASB. The financial information and related discussion and analysis contained in this item are presented in euros except as otherwise specified. Unless otherwise specified the financial information analysis in this annual report on Form 20-F is based on our actual audited consolidated financial statements as of December 31, 2025 and 2024, and for the three years ended December 31, 2025. See “Presentation of Financial and Other Information” in this Part I for further information on our presentation of financial information. A. Operating Results Subsequent Events Potential U.S. Biopharma IPO Following approval by our Board, on March 24, 2026 we announced that we will potentially pursue an initial public offering of a minority stake in our U.S. Biopharma business, subject to market conditions and applicable legal and regulatory requirements. The transaction is intended to support our strategic priorities, including debt reduction and investment in growth initiatives. Upon completion, Grifols S.A. would retain control of the U.S. business and remain listed in Spain, while the U.S. Biopharma entity would operate as a separately governed, U.S.-listed company with its own board and management team. Repayment of EIB Term Loans On March 16, 2026, we prepaid in full the outstanding amounts owed under the 2017 EIB Term Loan and 2018 EIB Term Loan, resulting in the termination of the EIB Term Loans. We are currently negotiating with the EIB the execution of the corresponding documentation for the cancellation of the security interest and guarantees granted in favor of the EIB to secure/guarantee the EIB Term Loans. Joint Business Arrangements with Ortho Our joint business arrangement with Ortho (QuidelOrtho), initiated over 40 years ago and originally focused on the development and production of HIV and HCV antigens, was terminated effective January 1, 2026, pursuant to a Settlement and Termination Agreement executed on April 11, 2026, as both businesses and the relevant market have significantly evolved over time. We agreed on a settlement amount of $65.0 million to be paid by QuidelOrtho to us as a final and comprehensive settlement of all matters arising from the termination: $25.0 million in Q2 2026, $25.0 million in Q1 2027, and $15.0 million in Q1 2028. Concurrently, we entered into a new multi-year Exclusive Supply Agreement with Ortho under which we continue as exclusive supplier of antigens to Ortho, while retaining the right to supply antigens to third parties (including Abbott Laboratories, Siemens and OraSure Technologies) and to develop products independently, subject to customary intellectual property terms. Refinancing of a portion of our senior secured debt Subsequent to December 31, 2025, we continued to advance our plans to proactively refinance our senior debt maturing in 2027. On April 14, 2026, we entered into a new credit agreement with a syndicate of banks whereby such banks have agreed to extend certain credit facilities consisting of term loans of $2 billion and €1.25 billion, both maturing in April 2033, as well as a revolving credit facility of $2.065 billion, maturing in October 2032 (subject to a springing maturity if certain material indebtedness is not refinanced in advance of its maturity). The proceeds of the term loans are being used to fully repay the outstanding loans under the First Lien Credit Facilities and certain other debt. See Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—New Credit Facilities.” 96 Table of Contents Changes in Board of Directors Effective January 2026, (i) Ms. Laura de la Cruz Galan was appointed as Secretary non-member of the Board, replacing Mrs. Núria Martín Barnés, and (ii) Mrs. Núria Martín Barnés was appointed as Vice-secretary, non-member, of the Board, taking the role previously held by Ms. Laura de la Cruz Galán. See Item 6 of this Part I, “A. Directors and Senior Management—Directors.” Factors Affecting Our Financial Condition and Results of Operations Changes in accounting criteria and correction In the consolidated financial statements for fiscal year 2024, the Group applied certain corrections related to the accounting classification of the joint operation Biotek America LLC and the initial treatment of the investment in Shanghai RAAS. These corrections affected the comparative figures for fiscal years 2022 and 2023 and were described in detail in the notes to the 2024 financial statements. The consolidated financial statements for 2025 already fully incorporate these adjustments, and no additional changes in accounting policies have been identified during the year. Detailed information regarding the nature and impact of these adjustments is available in the consolidated financial statements for fiscal year 2024. Short Seller Reports On January 9, February 20 and March 6, 2024, a short seller firm issued reports questioning our accounting practices, corporate disclosures and commitment to transparency in an apparent attempt to drive down the market price of our shares. These reports contained numerous false and misleading statements. Nevertheless, the price of our Class A and Class B shares declined significantly. The market for our shares has been highly volatile since the publication of the reports. On January 8, 2024, the prices of our Class A and Class B shares closed at €14.24 and €10.11, respectively. On March 7, 2024, the day following the publication of the third report by the short seller, the prices of our Class A and Class B shares closed at €6.93 and €4.93, respectively. Furthermore, following the publication of the reports, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, or “CNMV”) opened an investigation in respect of the allegations made by the short seller firm and approached us with a number of inquiries, to which we have responded in a timely manner. On March 21, 2024, the CNMV issued its conclusions regarding its investigation, which confirmed that our financial statements and our indebtedness did not require a restatement. See “—CNMV Investigation’s Conclusions.” We have also voluntarily provided information to and responded to questions posed by the SEC to provide clarifications. We undertook a number of actions to restore the confidence of markets, shareholders and other stakeholders, including: fully cooperating with the CNMV investigation and the information requests from the SEC, continuous communication with all our stakeholders and establishing a working group comprising the members of our Audit Committee, senior managers from the legal, communications, finance, investor relations and management teams, together with external advisors with expertise in communications. In addition, on January 26, 2024 we filed a complaint in the United States District Court for the Southern District of New York against the parties responsible for the false and misleading statements in the published reports to recover the financial and reputational damages caused to us and our stakeholders as a result of such statements. The defendants moved to dismiss the complaint, and the court denied the motion in part, allowing our claims to proceed. Defendants also asserted a counterclaim under New York’s Anti-SLAPP statute, which we have vigorously opposed. As of the date of this annual report on Form 20-F, our motion to dismiss the defendants’ counterclaim remains pending before the court. We are continuing to actively prosecute our claims and are engaged in discovery. CNMV’s Investigation Conclusions and Administrative Sanction Procedure As a result of the publication of certain reports by a short seller that included numerous false and misleading statements, more fully described in “—Short Seller Reports” above, the CNMV opened an investigation in respect of the allegations made by the short seller firm and approached us with a number of inquiries, to which we responded in a timely manner. 97 Table of Contents On March 21, 2024, the CNMV issued its conclusions regarding its investigation. Most importantly, the CNMV concluded that it did not identify any need to have Grifols restate its financial statements and that all analyzed related party transactions had been carried out on an arm’s length basis. The CNMV also concluded that it had found no evidence that the financial indebtedness of Grifols as reflected in its financial statements did not comport with the facts. These conclusions constituted a rejection of the claims made by the short seller firm on these points. Specifically, the CNMV found reasonable and consistent with IFRS, Grifols’ accounting treatment of the following: ● the consolidation of Haema GmbH (formerly known as Haema AG) and BPC Plasma Inc. in Grifols’ financial statements; ● the acquisition in 2021 of 25 plasma collection centers from BPL Plasma, Inc., which Grifols accounted for as a business acquisition; ● the consolidation of GDS as a controlled company as a result of the 2019 agreement with Shanghai RAAS; and ● the consolidation of Haema Plasma Kft. as a controlled company since 2022. The CNMV did consider that the transaction with ImmunoTek (see Item 4 of this Part I, “Information on the Company—B. Business Overview—Raw Materials” and Note 10 to the audited consolidated financial statements included in this annual report) should have been accounted for as a joint operation pursuant to IFRS 11 instead of a financial investment. This conclusion resulted in the correction of errors in the comparative figures of prior periods in our consolidated financial statements as of and for the year ended December 31, 2024. See “—Changes in Accounting Criteria and Correction” above. In addition, the CNMV identified the following areas for improvement in our periodic disclosures: (i) the level of detail of certain explanatory notes in our financial statements, (ii) the breakdown and level of detail of related party transactions, and (iii) the presentation of non-accounting financial performance indicators. At the request of the CNMV, on April 4, 2024, we published a note to the market providing additional information and explanations about these areas of improvement and other financial disclosures. Such note was furnished to the SEC as a current report on Form 6-K. On September 25, 2024, the Executive Committee of the CNMV initiated an administrative sanctioning procedure against us. This procedure was based on the conclusions and areas for improvement described above. On November 7, 2024, we submitted allegations against the initiation of the administrative sanctioning procedures. On May 16, 2025, we requested that the CNMV conclude the administrative procedure, which concluded with the resolution of the CNMV on June 25, 2025, initiating a two-month period to commence the contentious-administrative procedure before the National High Court. The appeal was formally filed before the National High Court on September 24, 2025, and was admitted for processing by decree dated October 7, 2025. See Item 8 of this Part I, “Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” On September 25, 2024, the CNMV also initiated a sanctioning proceeding against the short seller firm that issued the reports described above. In its official public announcement, the CNMV stated that it had identified well-founded indications of manipulation of information in the short sellers’ actions by including biased, false or misleading elements in its report of January 9, 2024, as well as a breach of the obligations relating to the objective presentation of investment recommendations. Additionally, the CNMV mentioned in its public announcement that it forwarded all information regarding the possible manipulative conduct by the short seller firm to the Spanish Public Prosecutor’s Office, which found grounds for criminal actions and initiated a criminal proceeding against the short seller firm at the Spanish High National Court. Criminal proceedings relating to these matters are ongoing; the court has taken investigative steps, including summoning individuals associated with the short seller firm to appear as investigated persons. 98 Table of Contents Price Controls Certain healthcare products, including plasma derivative products, are subject to price controls in many of the markets where they are sold, including Spain and other countries in the European Union. The existence of price controls over these products has adversely affected in the past, and may continue to adversely affect, our ability to maintain or increase our prices and gross margins. See Item 3 of this Part I, “D. Risk Factors—Risks Relating to the Healthcare Industry—Government pressures and constraints on reimbursement may adversely affect our business” and Item 4 of this Part I, “E. Regulatory Matters—Pharmaceutical Pricing and Reimbursement.” Plasma Supply Constraints Plasma is the key raw material used in the production of plasma-derived products. Our ability to continue to increase our revenue depends substantially on increased access to plasma. We currently obtain our plasma mainly from the United States and Europe (Germany, Austria and Hungary) primarily through our plasma collection centers and, to a much lesser extent, through agreements with third parties. A continued increase in demand for plasma products could lead to industry supply constraints. In response, certain of our competitors and independent suppliers could open a number of new plasma collection centers. As of December 31, 2025, we operated over 400 plasma collection centers located across the United States, Europe, across Germany, Austria and Hungary; Canada and Egypt (through our joint venture with NSPO). We have expanded our plasma collection network through a combination of organic growth, by opening new plasma collection centers, and acquisitions. For example, in 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek. In addition, we are focused on optimizing our plasma collection center network by closing or consolidating underperforming centers, having closed or consolidated seven centers in 2023, four in 2024 and four in 2025. See Item 4 of this Part I, “B. Business Overview—Raw Materials.” Recent Acquisitions Canadian Plasma Resources Corporation On November 1, 2025, we acquired 50.1% of Canadian Plasma Resources Corporation, a private Canadian company dedicated to plasma collection for the production of plasma-derived therapies. The transaction was performed through the subscription of new shares for approximately €19 million, including directly attributable transaction costs. Following the acquisition, the company was renamed “Grifols Canada Plasma Corporation.” Notwithstanding our majority shareholding, existing governance arrangements and contractual obligations limit our ability to exercise control over this entity. Accordingly, our interest is accounted for under the equity method. See Note 3 to our audited consolidated financial statements included in this annual report. Biotest shares and Public Delisting Purchase Offer On February 14, 2025, we acquired 589,694 non-voting preferred shares of our subsidiary Biotest, representing approximately 1.5% of its share capital, at a price of €30.0 per share. We disbursed a total amount of €18 million in connection with this acquisition. In May 2025, we launched, through our subsidiary Grifols Biotest Holdings GmbH, a public delisting purchase offer to acquire all no-par bearer common shares and all non-voting bearer preferred shares of Biotest, at a price of €43.00 per common share and €30.00 per preferred share. The acceptance period ended on June 6, 2025, the date from which Biotest’s shares ceased trading on the Frankfurt Stock Exchange, and the offer was accepted for a total of 416,922 ordinary shares, representing approximately 2.1% of the total voting ordinary shares and 1.1% of Biotest’s total share capital, and 3,002,804 non-voting preferred shares, representing approximately 15.2% of the total preferred shares and approximately 7.6% of Biotest’s total share capital. We disbursed a total amount of €108 million in connection with this offer. Subsequently, in September and October 2025, the Group carried out several acquisitions. Grifols purchased 31,627 preferred shares, representing approximately 0.2% of the total non-voting preferred shares and 0.1% of Biotest’s share capital, at a price of €30.00 per share, as well as 549 ordinary voting shares at a price of €43.00 per share. We paid a total of €1 million for these acquisitions. 99 Table of Contents As a result of the delisting offer and other acquisitions during 2025, as well as the completion of a squeeze-out procedure initiated in 2022, we directly and indirectly hold 100.0% of the total ordinary voting shares and 61.6% of the total non-voting preferred shares of Biotest, which in the aggregate represent 80.8% of Biotest’s share capital. Acquisition of plasma collection centers from ImmunoTek On February 3, 2025, we completed the acquisition of 28 plasma collection centers in the United States from ImmunoTek. This acquisition was completed pursuant to the collaboration agreement entered into with ImmunoTek on July 29, 2021, amended in 2023 and 2024, to arrange for the construction, licensing and commissioning of the 28 centers. Pursuant to this collaboration agreement, we formed ITK JV, a joint operation company through which we initially held a 75% interest in each of the 28 plasma collection centers, while ImmunoTek held the remaining 25%. In 2024, we acquired 14 collection centers for an aggregate amount of $266 million and, in 2025, we acquired the remaining 14 centers for an aggregate amount of approximately $281 million. Although the acquisition of the last six plasma collection centers was scheduled for January 2026, we amended the collaboration agreement with ImmunoTek to purchase these centers as of February 3, 2025, for a total purchase price of $122 million, $60 million of which we had paid in advance, and the remaining $62 million thereof was paid on January 2, 2026 (as provided in the original agreement). Such payment deferral was documented in a promissory note issued by our subsidiary Biomat Holdings LLC in favor of ImmunoTek in an amount of $70 million, which included management fees payable to ImmunoTek of approximately $8 million and with no interest accrual. The six plasma collection centers served as collateral for the promissory note, which matured on January 2, 2026, on which date we fully settled it. Due to the acquisition of 14 centers in 2024 and the remaining 14 centers in 2025, we now fully own and manage, through our subsidiary Biomat Holdings LLC (which owns Grifols Bio North America LLC (“GBNA”)), all 28 plasma collection centers developed by ImmunoTek under the collaboration agreement entered into in July 2021. The collaboration with ImmunoTek has now been terminated and GBNA is no longer a member of the ITK JV. On February 3, 2025, ImmunoTek released three of the five guarantees that GBNA had granted to ImmunoTek in June 2023 for lease contracts related to certain ImmunoTek plasma collection centers not affected by the collaboration under the ITK JV. The remaining two guarantees, with an aggregate amount of approximately $20 million, will remain in force for as long as the lease agreements remain in force. The amount of the guarantees will be reduced as and when the underlying lease term is reduced. See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions,” item 4 of this Part I “Information on the Company—B. Business Overview—Raw Materials” and Notes 3(a), 10 and 34 to our audited consolidated financial statements included in this annual report. Araclon Biotech, S.L. On March 7 and December 16, 2025, through our subsidiary Grifols Innovation and New Technologies Limited, we acquired a total of 1.3% of the share capital of Araclon for an aggregate amount of €11 million. As a result, as of December 31, 2025, we hold 77.1% of Araclon’s share capital. See Note 17(a) to our consolidated financial statements included in this annual report. Haema Plasma Kft. On October 31, 2024, through our subsidiary GWWO, we acquired 100% of the capital of Haema Plasma Kft. from Scranton Plasma, B.V. for an amount of €35 million. Subsequently, in October 2025, GWWO sold Haema Plasma Kft. to another of our subsidiaries, Biotest. See Notes 2(b), 11, 17(b) and 31 to our consolidated financial statements included in this annual report. See also Item 7 of this Part I “Principal Shareholders and Related Party Transactions—B. Related Party Transactions—Haema Plasma Kft.” Saskatoon plasma center On July 7, 2023, through our wholly owned subsidiary Grifols Canada Plasma II, Inc. (formerly known as Prometic Plasma Resources, Inc.), we acquired a plasma donation center in Saskatoon (Canada) from Canadian Plasma Resources Corporation (now named to Grifols Canada Plasma Corporation) for approximately €8 million. See Note 3(c) to our consolidated financial statements as of and for the year ended December 31, 2024, included in this annual report. 100 Table of Contents Recent Dispositions Shanghai RAAS On June 18, 2024, we closed the sale of a 20% equity stake in Chinese company Shanghai RAAS in exchange for approximately $1.8 billion, while retaining a stake in Shanghai RAAS of 6.58%, to the Haier group (“Haier”). As part of the agreement with Haier, (1) we retained a director on the board of directors of Shanghai RAAS; (2) we and Haier shall not transfer any of our respective shares in Shanghai RAAS for a period of three years following the closing of the transaction; and (3) we committed to (a) cause our subsidiary GDS, in which Shanghai RAAS owns 45% of the economic rights and 40% of the voting rights, to achieve an aggregate earnings before interest, taxes, depreciation and amortization of $850 million for the period from 2024 to 2028, provided that any deficit in such performance would oblige us to indemnify Shanghai RAAS in an amount equivalent to a percentage of said deficit proportionate to the percentage of GDS’ capital stock held by Shanghai RAAS on such date, (b) for so long as we control GDS directly or indirectly, use our commercially reasonable efforts, without obligation, to ensure that GDS declares and distributes dividends to its shareholders in each year after closing in an amount not less than 50% of the net profits of GDS for that year, and (c) assign the voting rights relating to our remaining 6.58% of Shanghai RAAS shares to Haier for a period of ten years from the payment of the purchase price by Haier. Based on the historical performance of GDS, we believe that GDS will achieve the operational performance requirement and no indemnification will become due. As part of the Strategic Alliance and Share Purchase Agreement, we extended the term of our existing exclusive albumin distribution agreement with Shanghai RAAS through 2034, with the possibility for an additional ten-year extension, and guaranteed minimum supply volumes thereunder through 2028. We maintained and extended our presence in China, with our sights set on further developing the Chinese plasma industry and exploring new opportunities and synergies in the diagnostic sector, while using the proceeds of the sale to significantly reduce debt. See Note 3 to our audited consolidated financial statements included in this annual report. Subject to certain minority shareholder remedies in the charters of Biomat USA and Biomat Newco, we continue to oversee all aspects of the Biomat Group’s management and operations. All plasma collected by the Biomat Group will continue to be supplied to us for the production of plasma-derived medicines, through a long-term plasma supply agreement. Operational Improvement Plan In 2023, we implemented an operational improvement plan designed to reinforce our competitiveness and build a more streamlined, efficient and cost-effective global organization (the “Operational Improvement Plan”). The plan focused on three major areas: optimizing plasma costs and operations, streamlining corporate functions, and enhancing other efficiencies across the organization. The first part of the plan, optimization of plasma costs and operations, improved our plasma procurement operations and enabled us to maintain desired plasma volumes while reducing the cost per liter of plasma through a set of measures including the closure or consolidation of 18 underperforming plasma collection centers in 2022 and seven in 2023, reduction in compensation paid to plasma donors and installation of new and more efficient plasmapheresis equipment, which increases yield. The second part of the plan, streamlining corporate functions, caused a reduction in staff in relation to its 2023 levels of approximately 8.0% of our workforce (or approximately 2,000 employees), mainly in plasma operations in the United States, by means of initiatives such as centralizing and automating functions, consolidating vendors and eliminating duplicative functions and positions. In 2025, we had a severance expense of €8 million (€14 million in 2024 and €75 million in 2023) in relation to these initiatives. The third part of the plan, enhancing other efficiencies across the organization, enabled us to reduce operational costs related to, among other things, global procurement, logistics, and facilities. Such reductions in operational costs required initiatives such as real estate rationalization affecting certain offices, but not industrial facilities, and establishing global organizations around commercial, industrial and supply chain functions. 101 Table of Contents The Operational Improvement Plan has increased our operating cash flow and improved our financial performance, resulting in cost savings in our operations. In 2025 and 2024, our operating cash flows were €1.0 billion and €902 million, respectively, up from €217 million in 2023, driven in part by the sustained impact of the measures implemented under the plan. In 2023, measures under the Operational Improvement Plan resulted in a 32.0% rise in plasma collections per full-time employee, signaling improved labor productivity, and a 5.0% reduction in the manufacturing costs of our products in 2023 as compared to 2022. In accordance with IFRS accounting rules, the effects mentioned above are of a non-recurring nature as they relate to one-off, extraordinary measures. In 2025, 2024 and 2023, we recorded a reorganization impact of €12 million, €36 million and €159 million, respectively, related to the Operational Improvement Plan. These charges related mainly to severance payments, advisory fees, and other reorganization activities. Other Factors Our financial and operating prospects can also be significantly affected by a number of other internal and external factors, such as unfavorable changes in governmental regulation or interpretation, increased competition, the inability to hire or retain qualified personnel necessary to sustain planned growth, the loss of key senior managers, problems in developing some of the international operations and lack of sufficient capital, among others. Operating Results Overview The subsequent discussion and analysis provide information that our management believes is relevant to an assessment and understanding of our consolidated results of operations. You are encouraged to read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. 102 Table of Contents Year ended December 31, 2025, as compared to the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ Change Consolidated Statement of Profit and Loss Data ​ 2025 ​ ​ ​ 2024 ​ ​ ​ € ​ ​ ​ % ​ (in millions of euros, except for percentages) ​ Continuing Operations ​ ​ ​ ​ ​ Net revenue 7,524 7,212 312 4.3 % Cost of sales (4,665) (4,418) (247) 5.6 % Gross margin 2,859 2,794 65 2.3 % Research and development (426) (384) (42) 10.9 % Selling, general and administration expenses (1,183) (1,255) 72 (5.7) % Operating expenses (1,609) (1,639) 30 (1.8) % Other Income ​ 1 ​ — ​ 1 ​ — ​ Profit/(loss) of equity accounted investees with similar activity to that of the Group (8) 37 (45) (121.6) % Operating result 1,243 1,192 51 4.3 % Finance income 34 44 (10) (22.7) % Finance costs (625) (714) 89 (12.5) % Dividends ​ 2 ​ 2 ​ — ​ 0 % Financial costs of sale of trade receivables ​ (14) ​ (31) ​ 17 ​ (54.8) % Change in fair value of financial instruments 33 20 13 65.0 % Impairment of financial assets (3) (9) 6 (66.7) % Exchange differences (55) (60) 5 (8.3) % Finance result (628) (748) 120 (16.0) % Profit/(loss) of equity accounted investees — — — — ​ Profit before income tax 615 444 171 38.5 % Income tax expense (115) (231) 116 (50.2) % Consolidated net profit 500 213 287 134.7 % ​ Net Revenue Net revenue is calculated by subtracting certain chargebacks, cash discounts, volume rebates, Medicare and Medicaid discounts and other discounts from our gross revenue, which is mainly generated by the sale of goods. See Notes 5 and 22 to our audited consolidated financial statements included in this annual report on Form 20-F. Our business units reported a record performance in 2025 in terms of total consolidated net revenue. Our net revenue increased by 4.3% (7.0% at constant currency), or €312 million, in 2025, reaching €7.5 billion compared to €7.2 billion in 2024. These results were mainly attributed to reduction in the cost per liter of plasma collected, strong demand for our key proteins, with the increase in total net revenue being largely due to the performance of our Biopharma business unit, as explained below. The following table reflects a summary of net revenue by each of our business units for 2025, as compared to 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ % of total ​ ​ ​ December 31, ​ ​ ​ % of total ​ ​ ​ ​ ​ ​ ​ ​ Summary of Net Revenue by business unit ​ ​ ​ 2025 ​ ​ ​ net revenue ​ ​ ​ 2024 ​ ​ ​ net revenue ​ ​ ​ % var ​ ​ ​ % var CC(1) ​ ​ (in millions of euros, except for percentages) Biopharma ​ 6,487 ​ 86.2 % 6,143 ​ 85.2 % 5.6 % 8.4 % Diagnostic 640 8.5 % 645 8.9 % (0.8) % 1.4 % Bio Supplies 154 2.0 % 216 3.0 % (28.7) % (19.7) % Others 243 3.3 % 208 2.9 % 16.8 % 8.6 % Total 7,524 100.0 % 7,212 100.0 % 4.3 % 7.0 % (1) Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.” 103 Table of Contents Biopharma. Net revenue for the Biopharma business unit increased by 5.6% (8.4% at constant currency) from €6.1 billion in 2024 to €6.5 billion in 2025. This increase was mainly supported by the strong performance of our immunoglobulin franchise, driven by robust underlying demand. Our immunoglobulin franchise (one of our main proteins representing approximately 63.0% of the Biopharma business units’ revenue) recorded a revenue increase of 11.5% (14.7% at constant currency) in 2025 in comparison to 2024, driven by strong demand in key international markets, particularly the U.S. Subcutaneous immunoglobulin (SCIG) stood out with a revenue growth of 55.4% (59.5% at constant currency), gaining market share and increasing penetration in the United States. Intravenous immunoglobulins (IVIG) also performed well, with revenue increase of 9.1% (12.1% at constant currency) in 2025 as compared to 2024. This performance reflects sustained demand in primary (PID) and secondary (SID) immunodeficiencies, as well as in the treatment of chronic inflammatory demyelinating polyneuropathy (CIDP). These results also reflect the expansion of the treated patient base and the progressive adoption of our subcutaneous solutions, which offer patients greater convenience and flexibility. In addition, increased product availability enabled us to meet growing demand and reinforce our leadership in key markets. Revenues from sales of Alpha-1 and specialty proteins decreased by 0.8% (an increase of 1.4% at constant currency) in 2025 as compared to 2024. Specifically, sales of Alpha-1 antitrypsin decreased slightly in 2025 as a result of the impact in 2025 of costs associated with the Inflation Reduction Act and a reclassification of managed care fees in the United States, partially offset by the positive impact of the addition of a new distributor to strengthen commercial coverage and improve market access. Rabies immunoglobulin also showed solid commercial traction, while the rest of our specialty proteins provided positive contributions to our revenue growth. Revenues from albumin were particularly affected by market conditions in China, where albumin prices declined as a direct result of Chinese government policies aimed at containing healthcare spending. As a result, net revenue from our albumin sales in 2025 decreased by 7.7% (5.1% at constant currency) as compared to 2024. Diagnostic. The Diagnostic business unit decreased by 0.8% from €645 million in 2024 to €640 million in 2025, primarily due to unfavorable currency translation effects. At constant currency, revenue increased by 1.4%, reflecting strong underlying performance driven by our established market positions in the Blood Typing Solutions (BTS) and Molecular Donor Screening (MDS) businesses and a gradual shift in the sales mix toward higher value-added technologies. Net revenue from the MDS area, associated with NAT technology for blood and plasma donation screening, increased by 0.9% (3.3% at constant currency) in 2025 as compared to 2024, driven by stable donation levels in the United States, the signing of new contracts, and expansion in South America, the Middle East and Africa. Meanwhile, net revenue from sales of our BTS line increased by 4.0% (a 6.6% increase at constant currency) in 2025 as compared to 2024, consolidating BTS’ position as the main growth driver for the Diagnostic business unit. This progress was fueled by increased demand in key markets. Bio Supplies. Net revenue from Bio Supplies decreased by 28.7% (19.7% at constant currency), from €216 million in 2024 to €154 million in 2025, primarily due to the postponement of scheduled shipments to the Japan Blood Products Organization (JBPO) of Anti-D, Tetanus and Anti-HB products, which are now expected to occur in 2026. Others. Net revenue from Others increased by 16.8% (8.6% at constant currency) from €208 million in 2024 to €243 million in 2025. This increase was mainly explained by higher sales performance of Healthcare Solutions and lower contract manufacturing business segment. ​ 104 Table of Contents The following table reflects a summary of net revenue by each of our geographic regions for 2025 as compared to 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ % of total ​ December 31, ​ % of total ​ ​ ​ ​ ​ Summary of Net Revenue by Region ​ 2025 ​ net revenue ​ 2024 ​ net revenue ​ % var ​ % var CC(1) ​ ​ ​ (in millions of euros, except for percentages) European Union(2)(3) ​ 1,614 ​ 21.5 % 1,499 ​ 20.8 % 7.7 % 7.7 % United States and Canada 4,253 56.5 % 4,087 56.7 % 4.1 % 7.4 % Rest of the World(3) 1,657 22.0 % 1,626 22.5 % 1.9 % 5.3 % Total 7,524 100.0 % 7,212 100.0 % 4.3 % 7.0 % (1) Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.” (2) Net revenue earned in the European Union includes net revenue earned in Spain. (3) Net revenue earned in the European Union and Rest of World for 2024 has been adjusted compared to the amounts reported in our consolidated financial statements for the year ended December 31, 2024 to reflect a €42 million reclassification related to Biotest identified after their issuance. This reclassification has been incorporated in the consolidated financial statements for year ended December 31, 2025, and the presentation in this Form 20-F is consistent with the consolidated financial statements for year ended December 31, 2025. Net revenue in the United States and Canada increased by 4.1% (7.4% at constant currency) from €4.1 billion in 2024 to €4.3 billion in 2025. This increase was mainly due to the continued underlying demand in the U.S. market. Meanwhile, net revenue in the European Union increased by 7.6% (7.7% at constant currency) from €1.5 billion in 2024 to €1.6 billion in 2025, mainly due to relevant launches of new IG franchise products in several core European countries. Net revenue in the Rest of the World increased by 1.9% (5.3% at constant currency) from €1.63 billion in 2024 to €1.66 billion in 2025, mainly due to strong underlying demand for our Biopharma and immunoglobin products, which was partially offset by a decline in albumin revenues in China due to price-control measures implemented by the Chinese government. Cost of sales Cost of sales increased by 5.6% from €4.4 billion in 2024 to €4.7 billion in 2025. Cost of sales as a percentage of net revenue increased to 62.0% in 2025 compared to 61.3% in 2024. This was mainly due to price, geographic mix of sales and higher inventory provisions resulting from excess production relative to demand for certain products. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview— Raw Materials.” Gross Margin Our gross margin for 2025 decreased slightly to 38.0% of our net revenue (38.7% in 2024), primarily due to the impact in 2025 of costs associated with the Inflation Reduction Act, the reclassification of certain expenses, including the transfer of co-pay and managed care expenses from operating expenses to contra-revenue and the transfer of certain operating expenses to cost of goods sold, and the effect of adverse market conditions for albumin in China resulting from the implementation of price control measures by the Chinese government. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview—Raw Materials.” Research and development Research and development spending increased by 10.9%, from €384 million in 2024 to €426 million in 2025, primarily driven by impairment charges of €45 million, including a €35 million write-off of an ongoing research and development project acquired from Alkahest following a change in strategic priorities and €10 million impairment associated with goodwill related to Alkahest. See Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development” for additional details. Selling, general and administration expenses Selling, general and administration expenses decreased by 5.8% from €1.3 billion in 2024 to €1.2 billion in 2025. This decrease was due to lower professional fees and expense reclassification to cost of sales. 105 Table of Contents Finance result Finance result in 2025 represented a loss of €628 million, compared to a loss of €748 million in 2024. This improvement reflects the positive impact of the refinancing measures implemented in recent years to optimize the Group’s capital structure, extend maturities and reduce the overall cost of debt. In particular, the improvement was driven by the replacement of debt maturing in 2024 and 2025 with new long-term senior secured bonds maturing in 2030, together with prepayments of term loans and the reduced utilization of our revolving credit facilities. Income tax expense In 2025, we had a profit before income tax of €615 million and income tax expense of €115 million, which represents a tax rate of 18.7%. Our effective tax rate decreased from 52.1% in 2024 to 18.7% in 2025, primarily due to the €32 million in extraordinary taxes incurred in 2024 due to the Shanghai RAAS sale no longer being applicable, as well as the regularization of the tax rate in Germany contributed an impact of €51 million to this more favorable tax landscape. The company continues to maintain adequate provisions to cover Uncertain Tax Positions (UTPs) as described in the consolidated financial statements. See Note 28(a), (b) and (q) to our audited consolidated financial statements included in this annual report on Form 20-F. Year ended December 31, 2024, as compared to the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change Consolidated Statement of Profit and Loss Data ​ ​ ​ 2024 ​ 2023(1) ​ ​ ​ € ​ ​ ​ % ​ ​ (in millions of euros, except for percentages) Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenue 7,212 6,592 620 9.4 % Cost of sales (4,418) (4,109) (309) 7.5 % Gross margin 2,794 2,483 311 12.5 % Research and development (384) (395) 11 (2.8) % Selling, general and administration expenses (1,255) (1,373) 118 (8.6) % Operating expenses (1,639) (1,768) 129 (7.3) % Other Income — 3 (3) (100) % Profit/(loss) of equity accounted investees with similar activity to that of the Group 37 64 (27) (42.2) % Operating result 1,192 782 410 52.4 % Finance income 44 62 (18) (29.0) % Finance costs (714) ​ (597) ​ (117) ​ 19.6 % Dividends ​ 2 ​ — ​ 2 ​ — ​ Financial costs of sale of trade receivables ​ (31) ​ (25) ​ (6) ​ 24.0 % Change in fair value of financial instruments 20 1 19 1,900.0 % Impairment of financial assets ​ (9) ​ — ​ (9) ​ — ​ Exchange differences (60) (16) (44) 275.0 % Finance result (748) (575) (173) 30.1 % Profit/(loss) of equity accounted investees — (1) 1 (100.0) % Profit before income tax 444 206 238 115.5 % Income tax expense (231) (43) (188) 437.2 % Consolidated net profit 213 163 50 30.7 % (1) See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F. Net Revenue Net revenue is calculated by subtracting certain chargebacks, cash discounts, volume rebates, Medicare and Medicaid discounts and other discounts from our gross revenue, which is mainly generated by the sale of goods. See Note 24 to our audited consolidated financial statements included in this annual report on Form 20-F. 106 Table of Contents Our business units reported what was then a record performance in 2024 in terms of total consolidated net revenue. Our net revenue increased by 9.4% (10.3% at constant currency), or €620 million, in 2024, reaching €7.2 billion compared to €6.6 billion in 2023. Positive market dynamics, including strong demand for our key proteins, in conjunction with the recovery of our plasma collection volumes were critical to these results, with the increase in total net revenue being largely due to the performance of our Biopharma business unit, as explained below. The following table reflects a summary of net revenue by each of our business units for 2024, as compared to 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ % of total ​ December 31, ​ % of total ​ ​ ​ ​ Summary of Net Revenue by business unit ​ 2024 ​ net revenue ​ 2023 ​ net revenue ​ % var ​ % var CC(1) ​ ​ (in millions of euros, except for percentages) Biopharma ​ 6,143 ​ 85.2 % 5,558 ​ 84.3 % 10.5 % 11.3 % Diagnostic 645 8.9 % 670 10.2 % (3.8) % 2.1 % Bio Supplies 216 3.0 % 160 2.4 % 34.8 % 35.3 % Others 208 2.9 % 204 3.1 % 2.8 % 3.5 % Total 7,212 100.0 % 6,592 100.0 % 9.4 % 10.3 % (1) Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.” Biopharma. Net revenue for the Biopharma business unit increased by 10.5% (11.3% at constant currency) from €5.6 billion in 2023 to €6.1 billion in 2024. This increase was mainly due to solid performance of key proteins driven by strong global underlying demand, lower cost per liter of plasma collected, strong results from sales outside the United States and Canada and a favorable volumes and product mix. In 2024, there was an increase in sales of immunoglobulins (one of our main proteins representing approximately 60% of the Biopharma business units’ revenue), the net revenue of which grew by 14.5% (15.3% at constant currency) fueled by strong demand for intravenous immunoglobulin (IVIG) and subcutaneous immunoglobulin (SCIG) Xembify, with SCIG reporting an increase of 15.3% (55.5% at constant currency). In 2024, net revenue from our albumin sales increased by 7.1% (8.0% at constant currency) as compared to 2023, continuing to see increased demand across China and the U.S. Net revenue from sales of Alpha-1 and specialty proteins increased by 4.1% (4.9% at constant currency) in 2024 as compared to 2023. The U.S. Alpha-1 franchise continues recovering momentum following the transition of the specialty pharma distributor in early 2024, while demand for rabies immunoglobulin continued to be solid. Diagnostic. The Diagnostic business unit decreased by 3.8% (a 2.1% decrease at constant currency) from €670 million in 2023 to €645 million in 2024. The performance of this business unit was driven primarily by our established strong market position in the Blood Typing Solutions (BTS) and Molecular Donor Screening (MDS) businesses. This growth was supported by broad geographic demand across all relevant markets and increased blood and plasma donations. Net revenue from sales of our BTS increased by 11.5% (a 14.2% increase at constant currency) while the MDS business net revenue decreased by 5.3% (a 3.9% decrease at constant currency). These results were driven by our broad geographic demand across all relevant markets and increased blood and plasma donations. Bio Supplies. Net revenue from Bio Supplies increased by 34.8% (35.3% at constant currency), from €160 million in 2023 to €216 million in 2024, mainly due to strong sales of bio supplies commercial products to third-party biopharma companies and the integration of access biologicals, expanding market reach and customer base. Others. Net revenue from Others increased by 2.8% (3.5% at constant currency) from €204 million in 2023 to €208 million in 2024. This increase was due to the expansion of our Healthcare Solutions business line, driven by the demand of hospital solutions for parenteral nutrition and compounding pharmacy services. ​ 107 Table of Contents The following table reflects a summary of net revenue by each of our geographic regions for 2024 as compared to 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ % of total net ​ December 31, ​ % of total ​ ​ ​ ​ Summary of Net Revenue by Region ​ ​ ​ 2024 ​ ​ ​ revenue ​ ​ ​ 2023 ​ ​ ​ net revenue ​ ​ ​ % var ​ ​ ​ % var CC(1) ​ ​ (in millions of euros, except for percentages) European Union(2) ​ ​ ​ 1,499 ​ ​ ​ 20.8 % 1,256 ​ ​ ​ 19.1 % 19.3 % 22.7 % United States and Canada 4,087 56.7 % 3,899 59.1 % 4.8 % 5.6 % Rest of the World 1,626 22.5 % 1,437 21.8 % 13.2 % 10.2 % Total 7,212 100.0 % 6,592 100.0 % 9.4 % 10.3 % (1) Net revenue variance in constant currency is determined by comparing adjusted current period net revenue, calculated using prior period monthly average exchange rates, to the prior period net revenue. See “Presentation of Financial and Other Information—Constant Currency.” (2) Net revenue earned in the European Union includes net revenue earned in Spain. Net revenue in the United States and Canada increased by 4.8% (5.6% at constant currency) from €3.9 billion in 2023 to €4.1 billion in 2024. This 4.8% increase was mainly due to the continued underlying demand in the U.S. market. Meanwhile, net revenue in the European Union increased by 19.3% (19.4% at constant currency) from €1.3 billion in 2023 to €1.5 billion in 2024, mainly due to relevant launches of new IG franchise products in several core European countries. Net revenue in the Rest of the World increased by 13.2% (15.1% at constant currency) from €1.4 billion in 2023 to €1.6 billion in 2024, mainly due to volume growth and geographic diversification globally. Cost of sales Cost of sales increased by 7.5% from €4.1 billion in 2023 to €4.4 billion in 2024. Cost of sales as a percentage of net revenue decreased to 61.3% in 2024 compared to 62.3% in 2023. This was mainly due to the continued decline in cost per liter of plasma collected (decrease of 4.4% in 2024 as compared to 2023), yield improvements and collection efficiencies throughout our plasma center network. See “—Factors Affecting our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview— Raw Materials.” Gross Margin The increase in gross margin from 37.7% of net revenue in 2023 to 38.7% in 2024 was mainly due to strong revenue growth and lower cost per liter of plasma as a result of continued improvements in yields and plasma center operations. See “—Operational Improvement Plan” and Item 4 of this Part I, “Information on the Company—Business Overview—Raw Materials.” Research and development Research and development spending decreased by 2.8%, from €395 million in 2023 to €384 million in 2024. This slight reduction in spending was due to a more efficient and disciplined approach to our research and development projects and pipeline, signaling a shift toward fewer, higher-priority, and strategic projects. See Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development” for additional details. Selling, general and administration expenses Selling, general and administration expenses decreased by 8.6% from €1.4 billion in 2023 to €1.3 billion in 2024. This decrease was due to a 77.4% reduction, from €159 million in 2023 to €36 million in 2024, in the non-recurring reorganization costs composed mainly of severance payments and consultant fees associated with our Operational Improvement Plan. Finance result Finance result in 2024 represented a loss of €748 million in 2024, compared to a loss of €574 million in 2023. The increase mainly results from higher interest expenses on new senior secured bonds issued in 2024 (7.5% for the April 2024 Notes and 7.125% for the December 2024 Notes) compared to the bonds redeemed in 2024 (3.2% for the 2017 Notes and 1.625% for series of 2019 Notes). In addition, finance costs from other financial liabilities included expenses related to the Biomat Transactions, pursuant to which the GIC Investor redeemed another class B share of Biomat Newco, and capitalized interest rates increased to a range of 6.88%–7.38% compared to 6.03%–6.79% in the prior year. 108 Table of Contents Income tax expense In 2024, we had a profit before income tax of €444 million and income tax expense of €231 million, which represents a tax rate of 52.1%. Our effective tax rate increased from 19.3% in 2023 to 52.1% in 2024, primarily due to extraordinary taxes incurred in relation to the Shanghai RAAS transaction for an amount of €32 million and to an increase in the uncertain tax provision in Spain, from €77 million in 2023 to €137 million in 2024, resulting from assessments by the Spanish tax authority in respect of differing interpretations of transfer pricing. Regulation For detailed information regarding the regulations applicable to our business, see Item 4 of this Part I, “Information on the Company—E. Regulatory Matters.” Inflation and Foreign Currency Fluctuations We historically have not been affected materially by inflation in our core geographies. However, due to the current macroeconomic context, we are having some inflation pressures on labor costs and selling, general & administrative costs. See “—Operating Results—Overview” for additional details. For detailed information on how foreign currency fluctuations affect our business, see “—B. Liquidity and Capital Resources.” See also Item 3 of this Part I, “Key Information—Risks Relating to the Company and Our Business—Our results of operations and financial condition may be affected by adverse changes in foreign currency exchange rates, especially a significant shift in the value of the euro as compared to the U.S. dollar” and Item 11 of this Part I, “Quantitative and Qualitative Disclosures About Market Risk—Currency Risk.” B. Liquidity and Capital Resources Our principal liquidity and capital requirements consist of costs and expenses relating to: ● the operation of our business (see “—Operating Results,” “—Liquidity and Capital Resources—Net Cash from Operating Activities” and “—Working Capital” for a description and quantification of costs and expenses relating to our operations); ● capital expenditures for existing and new operations (see “—Capital Expenditures” for a description and quantification of our capital expenditures, including capital expenditures on other intangible assets and rights of use additions, incurred in each of the years ended December 31, 2025, 2024 and 2023; ● the purchase price of acquisitions (see “—Recent Developments” and “—Factors Affecting Our Financial Condition and Results of Operations—Acquisitions” for a description of our most recent acquisitions); and ● debt service requirements relating to our existing and future debt (see “—Sources of Credit” for a description and quantification of our principal indebtedness). Historically, we have financed our liquidity and capital requirements through internally generated cash flows and debt financings. As of December 31, 2025, our cash and cash equivalents totaled €825 million. In addition, as of December 31, 2025, we had a liquidity position of €1.7 billion, including €853 million in unused credit facilities available under our debt agreements that included €798 million available as Revolving Loans under our First Lien Credit Facilities. 109 Table of Contents In 2025, our cash generation was driven by a solid improvement in operating cash flow, supported by profit growth and active working capital management. The year’s performance reflects the consolidation of operational improvements implemented in previous periods and sustained discipline in capital allocation. We expect our cash flows from operations combined with our cash balances and availability under the revolving loans from the New Credit Facilities to provide sufficient liquidity to fund our current obligations (primarily debt service and acquisition payments as described above), projected working capital requirements and capital expenditures for at least the next twelve months. Currently, we do not generate significant cash in any country that might have restrictions for funds repatriation, and we estimate that the existing cash located in Ireland, Spain and the United States, along with the cash generated from operations, will be sufficient to meet future cash needs in key countries. Our capital expenditures consist primarily of expanding and enhancing our production facilities, replacing fully depreciated items and promoting efficiency of our operations. In addition, we allocate cumulative industrial capital investments to expand the manufacturing capacities of the Biopharma business unit, as well as investments in the Diagnostic and Bio Supplies business units, with the goal of improving the structure of our plasma collection centers in the United States and expanding our manufacturing facilities. We are also expanding and relocating plasma donation centers and improving infrastructures related to raw materials classification, preparation and storage facilities, logistics centers and analysis laboratories. In 2025, we maintained disciplined management of our capital investments following the intense investment cycle of recent years, prioritizing efficiency and the consolidation of existing production capacity. See “—Capital Expenditures” below. We remain committed to deleveraging in the medium term and maintaining elevated and adequate levels of liquidity through (i) internally generated cash flows, and (ii) a substantial decrease in dividend payments in the medium term. In furtherance of this commitment, in the past few years we have continually strengthened our financial structure and market confidence through active and disciplined debt management. This proactive debt management enabled us to extend maturities, strengthen liquidity, and shape a debt profile with no significant maturities before 2027. Among other measures, in 2024 we sold a 20% equity stake in Shanghai RAAS in exchange for approximately $1.8 billion, and used the proceeds of the sale to fully redeem the 2017 Notes. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Recent Dispositions—Shanghai RAAS.” In addition, in November 2025, we conducted a consent solicitation process whereby we obtained the support of approximately 95% of holders of our April 2024 Notes to approve an amendment to the indenture for such notes which enhances our financial flexibility and facilitates more efficient management of our capital structure, in line with our refinancing plans communicated to the market. See “—A. Operating Results—Subsequent Events—Refinancing Plans” above and “—Sources of Credit—The April 2024 Notes” below. Our principal existing contractual obligations as of December 31, 2025 are comprised of financial debt obligations, with principal and interest amortization for short- and long-term debt including, among other things, capitalized lease obligations and bilateral credit facilities bearing interest at market rate (see “—Sources of Credit” below and Notes 23 and 30 to our audited consolidated financial statements included in this annual report on Form 20-F for further discussion regarding our debt obligations and related interest rate agreements outstanding at December 31, 2025). We have contractual obligations involving future payments for licenses and royalties based generally on volume of sales. Historical Cash Flows The table below presents our net cash from operating, investing and financing activities for each of the years ended December 31, 2025, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023(1) ​ ​ (in millions of euros) Net cash from (used in) operating activities ​ ​ ​ 1,047 ​ 902 ​ 217 Net cash (used in) investing activities (579) ​ 886 ​ (394) Net cash from/(used in) financing activities (529) ​ (1,359) ​ 172 (1) See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F. 110 Table of Contents Net Cash from Operating Activities In the year ended December 31, 2025, our net cash inflow from operating activities was €1.0 billion, due largely to robust operating results supported by the solid performance of our business units and combined with efficient working capital management. Working capital represented a cash outflow of €35 million. The principal effects on working capital were as follows: ● increase of €32 million in trade and other receivables, primarily due to higher revenues in 2025 which led to an increase in the corresponding receivable balances. The average collection period decreased to 31 days (compared to 35 days in 2024), demonstrating more efficient working capital management; ● increase of €97 million in inventory levels as compared to December 31, 2024, due primarily to an increase of cost of sales related to inventory management. This increase of both inventory levels and cost of sales translated into an improvement in inventory turnover, which decreased to 258 days at December 31, 2025, compared with 294 days reported at December 31, 2024, reflecting optimized inventory levels in the context of growing activity; and ● increase of €94 million in trade and other payables led by an increase in the cost of sales. The average payment period decreased from 61 days at December 31, 2024 to 57 days at December 31, 2025. In the year ended December 31, 2024, our net cash inflow from operating activities was €902 million, due largely to stronger operating income, improved working capital management, particularly in inventory and trade receivables, and disciplined approach to operational expenses. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “B. Business Overview—Raw Materials.” Working capital represented a loss of €13 million. The principal effects on working capital were as follows: ● increase of €42 million in trade and other receivables, primarily due to the high revenue growth rate of 11.7% in the fourth quarter of the year, driven by a significant 17.9% increase in immunoglobulins sales in the fourth quarter (15.3% increase in the full year). The average collection period remained stable at 35 days (36 days in 2023); ● decrease of €26 million in inventory levels as compared to December 31, 2023, due primarily to efficient inventory management, improvements in plasma collections and the positive results of the implementation of an individualized nomogram technology in 60% of the plasma collection centers in the United States, enabling more precise control over volumes collected and resulting in reduced waste of raw material and refinements in the processes for plasma fractionation, leading to a higher amount of products extracted from each liter of plasma collected. Inventory turnover was 294 days at December 31, 2024, compared with 308 days reported at December 31, 2023; and ● increase of €29 million in trade and other payables. The average payment period increased from 59 days at December 31, 2023 to 60 days at December 31, 2024. In the year ended December 31, 2023, our net cash from operating activities was €217 million, due largely to improved operational performance, a reduction in cost per liter of plasma collected and a reduced cost base throughout our business fueled by our Operational Improvement Plan. See “—A. Operating Results—Factors Affecting Our Financial Condition and Results of Operations—Operational Improvement Plan” and Item 4 of this Part I, “B. Business Overview—Raw Materials.” Working capital represented a loss of €376 million. The principal effects on working capital were as follows: ● increase of €69 million in trade and other receivables. The average collection period remained stable at 36 days (36 days in 2022); ● increase of €411 million in inventory levels primarily due to increased plasma supply, partially offset by a lower cost per liter of plasma. Inventory turnover was 309 days at December 31, 2023, compared with 296 days reported at December 31, 2022; and ● increase of €104 million in trade and other payables. The average payment period increased from 53 days at December 31, 2022 to 59 days at December 31, 2023. 111 Table of Contents Net Cash from/(Used) in Investing Activities Net cash used in investing activities amounted to an outflow of €579 million in 2025, compared to a net cash inflow of €886 million in 2024, a year that included the extraordinary impact of the Shanghai RAAS divestment. In 2025, we completed the acquisition of 14 plasma collection centers from ImmunoTek for an aggregate net amount, after discounting advance payments, of $141 million, of which $62 million was deferred until January 2, 2026. Except for this transaction, our main cash outflows corresponded to recurring capital expenditure investments, as well as investments in R&D and intangible assets. These included investments related to the plasma fractionation, immunoglobulin purification, and albumin production facilities in Montreal, Canada, as well as the development of the Egypt hub. The change in 2024 was primarily due to the sale of a 20% equity stake in Shanghai RAAS, which significantly outweighed capital expenditures and other investing outflow, as well as overall lower spending on acquisitions and investments (See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Dispositions—Shanghai RAAS”). Investments made in 2024 focused primarily on the acquisition of 14 plasma collection centers from ImmunoTek, for an aggregate amount of $266 million, and the acquisition of 100% of the shares of Haema Plasma Kft., for an amount of €35 million. See “—Factors Affecting Our Financial Condition and Results of Operations—Recent Acquisitions.” Investments made in 2023 focused primarily on capital expenditures, particularly on the Biopharma business unit’s new production facilities, including investments in plasma fractionation, immunoglobulin purification and albumin plants in Montreal (Canada), a new sterile albumin purification dosing and filling plant in Dublin, and various IT and digitalization-related projects. See”—Capital Expenditures.” Net Cash from/(Used in) Financing Activities Net cash used in financing activities was €529 million in 2025, primarily due to the delisting of our German subsidiary Biotest, following an increase in our ownership stake to 80.8% of the share capital and 99.25% of the voting rights together with the redemption by the GIC Investor of one preferred share of Biomat Newco for €46 million, the repayment of €32 million of the EIB Term Loans and the payment of dividends in the total aggregate amount of €128 million. See “—Liquidity and Capital Resources—Sources of Credit—The Biomat Transactions” and Item 8 of this Part I, “A. Consolidated Statements and Other Financial Information—Dividend Payments.” Net cash used in financing activities was €1.4 billion in 2024, primarily as a result of net debt repayments related to the redemptions of the €1.0 billion senior notes issued in 2017 and the series of the 2019 Notes that would have matured in February 2025. Net cash inflow from financing activities was €172 million in 2023, primarily due to a drawdown of €360 million from our Revolving Credit Facility (see Note 19 to our audited consolidated financial statements included in this annual report on Form 20-F), partially offset primarily by lease payments of €106 million (see Note 8(b) to our audited consolidated financial statements included in this annual report on Form 20-F), the redemption by the GIC Investor of one preferred share of Biomat Newco for €48 million and the repayment of €32 million of the EIB Term Loans. Working Capital Our working capital, which is driven primarily by our trade receivables turnover and inventory aging, can vary significantly from period to period depending on the activity. Our capital requirements will depend on many factors, including our rate of sales growth, acceptance of our products, continued access to adequate manufacturing capacities, maintaining cGMP compliant facilities, the timing and extent of research and development activities, and changes in operating expenses, including costs of production and sourcing of plasma, all of which are subject to uncertainty. 112 Table of Contents In 2025, we achieved notable improvements in working capital efficiency through enhanced inventory management, disciplined oversight of accounts payable and receivable, improved financial results and active optimization of operational cash flows, resulting in a reduction in net working capital consumption in relation to prior years. We expect that our liquidity position for the remainder of 2026 will be higher than our liquidity as of December 31, 2025, primarily due to the New Credit Facilities (entered into on April 14, 2026), which increased our access to revolving loans pursuant to a revolving credit facility of approximately $2.0 billion (as compared to the $938 million we had available pursuant to the Revolving Loans under our First Lien Credit Facilities). See Item 5 of this Part I, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Credit—New Credit Facilities.” Inventory Aging Inventory aging average decreased to 258 days at December 31, 2025, compared to 294 days at December 31, 2024, primarily reflecting an optimization of inventory levels in the context of growing activity. Inventory aging average in the Biopharma division decreased from 301 days in 2024 to 262 days in 2025 while inventory levels remained stable, as a result of a significant increase in sales. Inventory aging average decreased from 2023 to 2024, primarily as a result of more efficient inventory management, improvements in plasma collections and the positive results of the implementation of an individualized nomogram technology in approximately 60% of the plasma collection centers in the United States, enabling more precise control over volumes collected and resulting in reduced waste of raw material and refinements in the processes for plasma fractionation, leading to a higher amount of products extracted from each liter of plasma collected. Inventory aging decreased to 294 days at December 31, 2024, compared to 308 days at December 31, 2023. See Item 4 of this Part I, “Information on the Company—B. Business Overview—Raw Materials” for additional details. Trade Receivables We routinely sell receivables with maturity dates no shorter than 30 days (“Eligible Receivables”) to financial institutions (factors) in varied contractual arrangements with or without recourse. In sales of Eligible Receivables without recourse, all material risks and benefits inherent to the ownership of the assigned receivables, including the right to unilaterally transfer the assigned receivables to unrelated third parties, are transferred to the factor. These sales are considered as factoring without recourse and therefore the consideration paid to us by factors for such assigned receivables is not accounted as debt in our balance sheet. In the fiscal years ended December 31, 2025, 2024 and 2023, we sold without recourse €1.6 billion, €3.6 billion and €2.9 billion, respectively, of receivables to third parties. We estimate the volume of net invoices we sold without recourse to financial institutions which, based on their due date, would not have been collected at December 31, 2025, to be €325 million (€312 million and €392 million at December 31, 2024 and 2023, respectively). We also sell Eligible Receivables to financial institutions while retaining the risks and benefits inherent to the ownership thereof. These sales are considered as factoring with recourse and the amount of such assigned receivables remains on our balance sheet, while the amount advanced to us by the factors is recognized on our balance sheet as short-term debt. At December 31, 2025, similar to December 31, 2024, we had no amount recorded in our balance sheet as short-term debt in respect of factoring transactions with recourse, as compared to €17 million at December 31, 2023. For the fiscal year ended December 31, 2025, the finance cost we recorded in our statement of profit and loss in respect of receivables sold totaled €14 million (€31 million and €25 million in the fiscal years ended December 31, 2024 and 2023, respectively). Our receivables had an aging average of 31 days at December 31, 2025, 35 days at December 31, 2024 and 36 days at December 31, 2023. See Notes 13 and 25 to our consolidated audited financial statements included in this annual report. ​ 113 Table of Contents Capital Expenditures, Other Intangible Assets and Rights of Use In 2025, we maintained disciplined management of our capital investments following the intense investment cycle of recent years. We continued optimizing our capital expenditure resource allocation, prioritizing efficiency and the consolidation of existing production capacity. In 2025, our capital expenditures totaled €265 million (€233 million in 2024). The following table presents our capital expenditures, other intangible assets and rights of use additions in the years ended December 31, 2025, 2024 and 2023, by business unit. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023(1) ​ ​ (in millions of euros) Biopharma ​ ​ ​ 451 ​ ​ ​ 373 ​ ​ ​ 359 Diagnostic 62 55 29 Bio Supplies 2 2 9 Others 8 8 4 Unallocated 65 40 49 Total 588 478 450 (1) See “Factors Affecting Our Financial Condition and Results of Operations—Changes in accounting criteria and correction” above and see Notes 2(d) and 10 to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F. January 2023 through December 2025 Facilities. The most important capital projects relating to the expansion and improvement of our manufacturing facilities during 2025, 2024 and 2023 were: Parets site (Barcelona, Spain): ● Investments of €4 million in 2025 for the construction of a new plasma fractionation plant (see Item 4 of this Part I, “Information on the Company—D. Property, Plant and Equipment”); ● Investments of €0.4 million in 2025, €0.2 million in 2024 and €0.1 million in 2023 to increase purification capacity of fibrin sealant and topic thrombin; ● Investments of €1.2 million in 2025, €1 million in 2024 and €0.7 million in 2023 to increase the production of intravenous solutions bags; and ● Investments of €3 million in 2023 to build a new manufacturing line for a contract manufacturing product. Clayton site (North Carolina, United States): ● Investments of €2 million in 2025, €0.7 million in 2024 and €11 million in 2023 for the construction of a new immunoglobulins purification and filling plant; ● Investments of €11 million in 2025 to renew building utilities to support future fibrinogen production; ● Investments of €8 million in 2025 and €3 million in 2024 to expand packaging incubators; ● Expansion of Grifols’ current waste water pretreatment plant in Clayton to meet Town of Clayton permit limits, with investments of €4 million in 2023; ● Investments of €5 million in 2025 and €2 million in 2024 to install a new Xembify syringe filler; and 114 Table of Contents ● Investments of €22 million in 2025 and €5 million in 2024 to expand the fibrinogen production capacity. Los Angeles (California, United States): ● Investments of €4 million in 2025, €2 million in 2024 and €0.7 million in 2023 to increase Gamunex, purified and water for injection (WFI) production; ● Investments of €0.3 million in 2025, €0.2 million in 2024 and €0.8 million in 2023 in new quality and risk management systems; ● Investments of €0.1 million in 2024 and €3 million in 2023 to build a new warehouse for Gamunex incubators; and ● Investments of €4 million in 2025 and €0.4 million in 2024 to increase Gamunex capacity expansion. Dublin (Ireland): ● Investments of €0.4 million in 2025, €0.7 million in 2024 and €0.8 million in 2023 to build a new headquarters, global operations and logistics center to serve as part of the new global operations center of the Biopharma business; ● Investment of €26 million in 2025, €20 million in 2024 and €21 million in 2023 in a new albumin purification and filling plant for bags; and ● Investments of €0.9 million in 2025, €3 million in 2024 and €3 million in 2023 for a new end-to-end supply chain system. Quebec (Canada): ● Investments of €58 million in 2025, €75 million in 2024 and €45 million in 2023 to remodel Canada facility for fractionation increase, albumin manufacturing and Gamunex addition. San Diego (California, United States): ● Investments of €0.2 million in 2024 and €0.2 million in 2023 to expand manufacturing capacity for our NAT Diagnostic business, including quality control, research and development labs and an R&D pilot plant; and ● investments of €3 million in 2025, €6 million in 2024 and €5 million in 2023 to build a new immunohematology manufacturing facility in building 10895. Other Investments. Other relevant capital projects relating to the expansion and improvement of our manufacturing facilities during 2025, 2024 and 2023 were: ● Investments in serialization to enhance manufacturing and packaging identification of €0.1 million in 2025, €0.1 million in 2024 and €0.5 million in 2023; ● Investments in new donor centers and donor center expansions in the United States of €4 million in 2025, €5 million in 2024 and €5 million in 2023; ● Investments of €0.5 million in 2025, €0.1 million in 2024 and €0.4 million in 2023 to expand our overall lab testing capacity; ● Investments in a new data center building in Los Angeles to support all IT services and to address current risks with the existing data center €0.1 million in 2024 and €0.2 million in 2023; 115 Table of Contents ● Investments in updating manufacturing facilities to EMA regulation related to the manufacturing of sterile medicinal products of €2 million in 2025, €2 million in 2024 and €2 million in 2023; ● Investments to increase our IVIG purification capacity of €5 million, €2 million in 2024 and €1 million in 2023; and ● Investment of €7 million in 2025, €4 million in 2024 and €5 million in 2023 related with IT projects for plasma collection centers. January 2025 through December 2026 In 2024, we completed a €1.9 billion investment plan initiated in 2018 that involved, among other investments, cumulative industrial capital investments to expand the manufacturing capacities of the Biopharma business unit, as well as investments in the Diagnostic business unit. In 2025, we maintained disciplined management of our capital investments following the intense investment cycle. We will continue focusing on optimizing our capital expenditure resource allocation, prioritizing efficiency and the consolidation of existing production capacity. The majority of our capital investments benefit our Biopharma business unit, systemically enhancing our manufacturing facilities. We aim to optimize utilization of our fractionation capacity by obtaining FDA and EMA licenses and completing other requirements to purify any of our intermediate products at any of our plants. We are also relocating and renovating plasma donation centers and improving infrastructures related to raw materials classification, preparation and storage facilities, logistics centers and analysis laboratories. The main capital expenditure projects advanced in 2025 and planned for 2026 and onwards relating to the improvement of our manufacturing facilities are: ● Parets: construction of a new plasma fractionation plant to enable us to double our fractionation capacity in Europe (see Item 4 of this Part I, “Information on the Company—D. Property, Plant and Equipment”); ● Montreal: continue upgrading facilities for plasma fractionation and purification. In 2025, we completed the first phase of the project with the commissioning of an albumin purification and filling plant. Phases II and III, currently under development, include the addition of a plasma-fractionation plant and a second intravenous immunoglobulin (IVIG) purification and filling facility; ● Clayton: continue the investment to upgrade the waste treatment plant, investment in the initial Phase II of the purification and filling facility and expansion of the IV Fibrinogen capacity; ● San Diego: rebuilding of a laboratory, offices and warehouse, and continue the expansion of the blood testing and immunohematology systems; ● Dreieich: investments in several sectors to be made by Biotest, as well as in plasma collection centers; ● Murcia: investment to expand parenteral solutions capacity by adding a new line. In addition, Grifols Egypt, our joint venture with NSPO, is building a new industrial facility phased as follows: ● Phase 1: Plasma warehouse, plasma testing laboratory, finished product and raw material warehouse. ● Phase 2: Plasma fractionation plant, including Utilities building and Water Plant. Grifols Egypt’s project is one of our most significant strategic initiatives in international expansion and health-sovereignty development. Through Grifols Egypt, the Egypt hub achieved self-sufficiency in immunoglobulins, albumin, and coagulation factors in 2025, becoming the sixth country in the world to reach this level of autonomy in plasma-derived medicines. 116 Table of Contents Grifols Egypt currently has 16 plasma-donation centers in Egypt (with 13 already operating), with plans to expand to 20 in 2026, and has a state-of-the-art testing laboratory and an integrated logistics center. It is also progressing on the first development phase of its manufacturing plant, which will begin operations in 2026. In 2025, the European Medicines Agency (EMA) certified Grifols Egypt’s entire value chain, validating the integrated end-to-end model. Since the project’s inception, more than one million vials produced from Egyptian plasma have been delivered to public hospitals and health centers, and over 100,000 free medical check-ups have been provided to donors. From a corporate perspective, the Egypt project represents a replicable public-private partnership model that integrates health sovereignty, industrial development, and international projection. Sources of Credit New Credit Facilities On April 14, 2026, we entered into a Credit Agreement (the “New Credit Facilities”) with a syndicate led by Bank of America Europe Designated Activity Company, Bank of America, N.A., J.P. Morgan Securities PLC, Banco Santander, S.A., DNB Bank ASA, Sweden Branch, Citibank, N.A., London Branch, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, Landesbank Hessen-Thüringen Girozentrale, UBS AG London Branch, ING Bank N.V., Sucursal en España and Nomura Securities International, Inc. as the lead arrangers (the “Lead Arrangers”), which consist of the “Term Loans” and the “Revolving Loans.” Bank of America, N.A. serves as Administrative Agent. The initial Term Loans (consisting of a Dollar Tranche B Term Loan and a Euro Tranche B Term Loan) were fully drawn down on April 14, 2026. Both the Dollar Tranche B Term Loan (in original principal amount equal to $2,000,000,000) and the Euro Tranche B Term Loan (in original principal amount equal to €1,250,000,000) mature on April 14, 2033 (seven years from April 14, 2026). The Dollar Tranche B Term Loan has a repayment schedule with quarterly amortization payments on the last business day of each March, June, September and December, starting with the first full fiscal quarter ending after April 14, 2026, equal to 0.25% of the aggregate principal amount of the initial Dollar Tranche B Term Loan, with the remainder payable at maturity. The Euro Tranche B Term Loan is not subject to scheduled amortization prior to the applicable maturity date. The Revolving Loans provide for aggregate commitments of $2,065,000,000, and are available during the period commencing from April 14, 2026, and ending on (i) October 14, 2032 or (ii) if a springing maturity condition applies, the date that is 91 days prior to the maturity date of the earliest maturing Material Indebtedness (as defined in the New Credit Facilities) that has not been extended, replaced, refinanced or repaid with indebtedness maturing no earlier than 91 days after October 14, 2032. We are using the proceeds from the initial Term Loans (i) to repay in full and terminate the First Lien Credit Facilities, (ii) to redeem and discharge the remaining outstanding amount of the 2019 Notes, (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes. The borrowers under the New Credit Facilities are Grifols International Services USA Inc., a Delaware corporation and wholly owned indirect subsidiary of Grifols (the “U.S. Borrower”) and Grifols International Services Designated Activity Company, a designated activity company validly incorporated and existing under the laws of Ireland and a wholly owned direct subsidiary of Grifols (the “Irish Borrower” and together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”). The borrower under the Euro-denominated Tranche B facility is the Irish Borrower, and the borrower under the Dollar-denominated Tranche B facility is the U.S. Borrower. Both Borrowers are borrowers under the revolving credit facility. The New Credit Facilities are governed by New York law; however, certain collateral documents are governed under the local law of other jurisdictions. The interest rates on the Revolving Loans are (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, the Adjusted Term SOFR Rate (if denominated in Dollars), the EURIBOR Rate (if denominated in Euros), the SONIA Rate (if denominated in Sterling) or the Adjusted Term CORRA Rate (if denominated in Canadian Dollars), plus 2.00%, and (b) thereafter, subject to a pricing grid based on consolidated total net leverage ratio, with applicable margins for benchmark rate loans (Term SOFR Rate, EURIBOR Rate, SONIA Rate or Term CORRA Rate) ranging from 1.25% to 2.00% and margins for base rate loans ranging from 0.25% to 1.00%. The interest rates on the Dollar Tranche B Term Loan are, (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, either (i) the Adjusted Term SOFR Rate plus 2.50% or (ii) the base rate plus 1.50%, and (b) thereafter, the applicable margin is subject to a pricing grid based on consolidated total net leverage ratio with applicable margins for Term SOFR Rate Loans ranging from 2.25% to 2.50% and for base rate loans ranging from 1.25% to 1.50%. 117 Table of Contents The interest rate on the Euro Tranche B Term Loan is (a) until delivery of the financial statements for the first full fiscal quarter ending after April 14, 2026, EURIBOR Rate plus 3.00%, and (b) thereafter, the applicable margin is subject to a pricing grid based on consolidated total net leverage ratio with applicable margins ranging from 2.50% to 3.00%. Borrowings under the New Credit Facilities are subject to mandatory prepayment upon the occurrence of certain events, including the incurrence of certain debt and the sale or other disposition of certain assets. In addition, a portion of the borrowings under the New Credit Facilities are subject to mandatory prepayment in the event we have excess cash flow, as defined therein. Both the Term Loans and the Revolving Loans are guaranteed by Grifols (solely in respect of the obligations of the Borrowers) and certain subsidiaries of Grifols that together with Grifols represented, as of December 31, 2025, in aggregate, at least 60.0% of the earnings before interest, tax, depreciation and amortization of Grifols and its subsidiaries (calculated in accordance with the formula set forth in the New Credit Facilities, the “Guarantor Coverage Test”), and are secured by a perfected first priority security interest (subject to permitted liens, as described in the First Lien Credit Facilities) in substantially all of the tangible and intangible assets of the U.S. credit parties and plasma inventory of GWWO and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). As of the date of this Annual Report on Form 20-F, the New Credit Facilities are guaranteed by our subsidiaries GWWO, Grifols Worldwide Operations USA, Grifols Biologicals LLC, Grifols Shared Services North America, Inc., Grifols Therapeutics LLC, Instituto Grifols, S.A., Grifols International, S.A., Grifols USA, LLC, and Grifols Biotest Holdings GmbH and the Borrowers. The New Credit Facilities include customary affirmative and negative covenants and events of default. Negative covenants include, among other limitations, limitations on additional debt, liens, asset sales and affiliate transactions. The New Credit Facilities also contain a financial maintenance covenant requiring that the consolidated total net leverage ratio not exceed 7.00:1.00, tested at the end of each fiscal quarter, commencing with the first full fiscal quarter after April 14, 2026. Events of default include, among other events, violation of covenants, material breaches of representations, cross default to other material debt, bankruptcy and insolvency, material judgments and change of control. The terms of the New Credit Facilities contain limitations on our ability to make restricted payments, including paying ordinary dividends, including (a) for so long as no Event of Default has occurred and is continuing or would result therefrom, in an amount per annum not to exceed (A) if the Consolidated Total Net Leverage Ratio (as defined in the New Credit Facilities) does not exceed 4.00:1.00, 6.00% of Market Capitalization (as defined in the New Credit Facilities), or (B) if the Consolidated Total Net Leverage Ratio is greater than 4.00:1.00, 4.00% of Market Capitalization, which dividends may be paid in installments during the applicable fiscal year and the subsequent fiscal year in a manner consistent with past practice, or (b) for so long as no Event of Default has occurred and is continuing or would result therefrom and the Consolidated Total Net Leverage Ratio on a pro forma basis would be less than or equal to 3.75:1.00. We may make regularly scheduled payments of interest in respect of the 2021 Notes to the extent required by the terms of the documentation governing such notes. European Investment Bank Term Loans On October 28, 2015, GWWO entered into a loan agreement with the European Investment Bank for a term loan of €100 million under the European Fund for Strategic Investments (the “2015 EIB Term Loan”), which was amended on December 5, 2017, April 15, 2019, and on November 15, 2019. The financial terms of the loan agreement included a fixed interest rate of 2.40% for a tenor of 10 years from October 28, 2015, and a repayment schedule with amortization in years three through ten. The proceeds of this loan were used to support our research and development, primarily focusing on the search for new indications for plasmatic proteins, including the treatment of Alzheimer’s disease, vascular disease, cardiovascular surgery and arterial thrombosis, amongst others. The 2015 EIB Term Loan was repaid in full at maturity (October 2025). On December 5, 2017, we obtained a new long-term loan with the European Investment Bank totaling €85 million (the “2017 EIB Term Loan”), which was amended on April 15, 2019 and on November 15, 2019. The financial terms of the loan included a fixed interest rate of 2.019% for a tenor of ten years and a two-year grace period before any payment of principal becomes due and payable. The proceeds of this loan were used for research and development initiatives, notably the discovery and development of new products (plasma proteins), the finding of new therapeutic indications for existing plasma proteins and the improvement of manufacturing processes to increase yields, safety and efficiency. 118 Table of Contents On September 7, 2018, we obtained a new long-term loan with the European Investment Bank totaling €85 million (the “2018 EIB Term Loan” and, together with the 2015 EIB Term Loan and the 2017 EIB Term Loan, the “EIB Term Loans”), which was amended on April 15, 2019 and on November 15, 2019. The financial terms of the loan agreement included a fixed interest rate of 2.145% for a tenor of 10 years and a two-year grace period before any payment of principal becomes due and payable. The proceeds of this loan were used for research and development initiatives, notably the discovery of new therapeutic indications for plasma-derived protein therapies. The EIB Term Loans were guaranteed by the same entities that guaranteed the First Lien Credit Facilities described below and were secured by a perfected first priority security interest (subject to permitted liens, as defined in the documentation governing the EIB Term Loans) on the same collateral securing the First Lien Credit Facilities, the 2019 Notes, the April 2024 Notes and the December 2024 Notes, each as described below (noting that the blood plasma inventory of GWWO located in Spain was not charged to secure the 2019 Notes, the April 2024 Notes or the December 2024 Notes), subject to a customary pari passu intercreditor agreement entered into by and among Grifols, GWWO, certain subsidiaries of Grifols party thereto, the European Investment Bank, Bank of America, N.A., as collateral agent under the First Lien Credit Facilities, and The Bank of New York Mellon, London branch, as collateral agent under the 2019 Notes, the April 2024 Notes and the December 2024 Notes. We entered into an amendment to the EIB Term Loans on August 6, 2021 to permit (i) the consummation of the Biomat Transactions; and (ii) upon the consummation of the Biomat Transactions, the release of Biomat USA and Talecris from their respective guarantees provided under the corresponding guarantee agreement for the EIB Term Loans and that release the liens granted over the assets of Biomat USA and Talecris. The Biomat Transactions were consummated on December 1, 2021. On September 28, 2022, we entered into Amended and Restated Accession Agreements in connection with the EIB Term Loans to add Biotest Holdings as guarantor thereunder. As of December 31, 2025, we had €53 million in aggregate principal amount outstanding of EIB Term Loans. See Notes 23 and 30 to our consolidated audited financial statements included in this annual report. On March 16, 2026, we prepaid in full the outstanding amounts owed under the 2017 EIB Term Loan and the 2018 EIB Term Loan, resulting in the termination of the EIB Term Loans. We are currently negotiating with the EIB the execution of the corresponding documentation for the cancellation of the security interest and guarantees granted in favor of the EIB to secure/guarantee the EIB Term Loans. First Lien Credit Facilities On November 15, 2019, we entered into a Credit and Guaranty Agreement (the “First Lien Credit Facilities”) with a syndicate led by Bank of America Europe Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited Designated Activity Company), Bank of America, N.A., BNP Paribas S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A., and JP Morgan Securities PLC, as the arrangers, which consist of the “Term Loans” and the “Revolving Loans.” The initial Term Loans (consisting of a Dollar Tranche B Term Loan and a Euro Tranche B Term Loan) were fully drawn down on November 15, 2019. Both the Dollar Tranche B Term Loan (in original principal amount equal to $2,500,000,000) and the Euro Tranche B Term Loan (in original principal amount equal to €1,360,000,000) would have matured in eight years from November 15, 2019 and had a repayment schedule with quarterly amortization starting on the last business day of the fiscal quarter ending on March 31, 2020, equal to 0.25% of the aggregate principal amount of the initial Dollar Tranche B Term Loan (or Euro Tranche B Term Loan, as the case may be) outstanding on November 15, 2019, with the remainder payable at maturity. The Revolving Loans, which initially provided for a commitment of $500 million, were available during the period commencing from November 15, 2019 and ending on November 15, 2025. On May 7, 2020, we upsized the Revolving Loans, increasing the lender commitments thereunder from $500 million to $1.0 billion, with the existing and new revolving lenders. The terms and conditions of the upsized facility are similar to those entered into on November 15, 2019. As part of the upsize, the applicable margin for Revolving Loans was increased from 0.50% to 1.50% in the case of Base Rate Loans and from 1.50% to 2.50% in the case of Eurocurrency Rate Loans. Additionally, the commitment fee payable in respect of the unused Revolving Commitments was increased from 0.50% to 0.875%. 119 Table of Contents On December 11, 2024, we executed a new upsize to the Revolving Loans whereby we (i) extended the Revolving Commitments of $585 million by 18 months, until May 2027 (the remaining $415 million still matured, and were automatically cancelled, in November 2025) (the “RCF Extension to 2027”); and (ii) increased the Revolving Commitments by an additional $278 million with the existing and new revolving lenders (increasing the total amount of Revolving Commitments under the First Lien Credit Facilities to $1.3 billion). As part of the upsize, as of December 20, 2024 the applicable margin for Revolving Loans granted by the Lenders who agreed to the RCF Extension to 2027 increased from 1.50% to 2.00% per annum, in the case of Base Rate Loans, and from, 2.50% to 3.00% per annum, in the case of Eurocurrency Rate Loans and from 2.50% to 3.00% per annum, in the case of Term SOFR Loans. On February 21, 2025, we executed a new upsize to the Revolving Loans whereby existing and new revolving lenders agreed to further increase their commitments under the Revolving Commitments by $74 million, resulting in a total revolving commitment facility of $1.3 billion, of which $415 million matured in November 2025, with the current effective amount of Revolving Commitments being $938 million and maturing in May 2027). The purpose of each of the upsizes was to reinforce our liquidity position. The borrower under the revolving facility was GWWO, an Irish entity and our wholly owned direct subsidiary. The borrower under the Euro denominated tranche B facility was Grifols. The borrower under the Dollar-denominated tranche B facility was Grifols Worldwide Operations USA, Inc. (“Grifols Worldwide Operations USA”), a Delaware corporation and a direct wholly owned subsidiary of GWWO. The First Lien Credit Facilities were governed by New York law; however, certain collateral documents were governed under the local law of other jurisdictions. The interest rates on the Revolving Loans were either (a) the base rate (i.e., the greatest among (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term Secured Overnight Funding Rate (“Term SOFR”), with a one-month interest period, plus 1.00%) plus 1.50% or (b) Term SOFR (if denominated in dollars) or EURIBOR (if denominated in Euros) plus 2.50%. The interest rate on the Dollar Tranche B Term Loan was either (a) the base rate plus 1.00% or (b) Term SOFR plus 2.00%. The interest rate on the Euro Tranche B Term Loan was EURIBOR plus 2.25%. Both the Term Loans and the Revolving Loans were guaranteed by Grifols (solely in respect of the obligations of Grifols Worldwide Operations USA and GWWO) and certain subsidiaries of Grifols that together with Grifols represented, as of December 31, 2025, in aggregate, at least 60.0% of the earnings before interest, tax, depreciation and amortization of Grifols and its subsidiaries (calculated in accordance with the formula set forth in the First Lien Credit Facilities, the “Guarantor Coverage Test”), and were secured by a perfected first priority security interest (subject to permitted liens, as described in the First Lien Credit Facilities) in all of the tangible and intangible assets of the U.S. credit parties and plasma inventory of GWWO and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The First Lien Credit Facilities included customary affirmative and negative covenants and events of default. Negative covenants included, among other limitations, limitations on additional debt, liens, asset sales and affiliate transactions. Events of defaults included, among other events, violation of covenants, material breaches of representations, cross default to other material debt, bankruptcy and insolvency and material judgments. The First Lien Credit Facilities and related security documents were amended on August 13, 2021 to (i) permit the consummation of the Biomat Transactions, (ii) reduce the Guarantor Coverage Test to 60%, and (iii) upon the consummation of the Biomat Transactions, release Biomat USA and Talecris from their respective guarantees provided under the First Lien Credit Facilities and release the liens granted over the assets of Biomat USA and Talecris. The Biomat Transactions were consummated on December 1, 2021, and we used part of the net proceeds therefrom to (i) prepay $600 million of principal amount of the Revolving Loans under the First Lien Credit Facilities, (ii) prepay $142,360,501.31 of the Dollar Tranche B Term Loans and (iii) prepay the Euro equivalent of $88,003,617.48 of the Euro Tranche B Term Loans. On April 21, 2022 and April 25, 2022, we entered into Counterpart Agreements in connection with the First Lien Credit Facilities to add, respectively, Grifols Escrow Issuer, S.A.U. (the “Escrow Issuer”) (which has since been merged with and into the Company) and Biotest Holdings as guarantors thereunder. On September 28, 2022, we amended and restated the Counterpart Agreement entered into on April 25, 2022 by Biotest Holdings to amend and restate the provisions relating to the guaranty limitations for German guarantors to account for Biotest Holdings conversion from a stock corporation (Aktiengesellschaft) to a limited liability company (Gesellschaft mit beschränkter Haftung). 120 Table of Contents The First Lien Credit Facilities were amended on May 3, 2023, to provide for the replacement of LIBOR as a reference interest rate by SOFR. On July 10, 2024, we used a part of the proceeds of the sale of 20% of the equity interests in Shanghai RAAS to prepay an amount of €391,878,662.41 of our Euro Tranche B Term Loans and $673,027,895.20 of our Dollar Tranche B Term Loans. As of December 31, 2025, we had €860 million and $1.3 billion in aggregate principal amount outstanding of Term Loans, and no amounts outstanding under our Revolving Loans. See Notes 19 and 30 to our consolidated audited financial statements included in this annual report. On April 14, 2026, we repaid all amounts outstanding under the First Lien Credit Facilities using the proceeds of the New Credit Facilities. See “—New Credit Facilities” above. The 2019 Notes On November 15, 2019, we issued €905 million senior secured notes that would have matured on February 15, 2025 and bore interest at 1.625% per annum (the “1.625% Notes”) and €770 million senior secured notes that would have matured on November 15, 2027 and bear interest at 2.250% per annum (the “2.250% Notes” and together with the 1.625% Notes, the “2019 Notes”). The 2019 Notes were guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the 2019 Notes, and the guarantees of those obligations, were secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral that secured the 2019 Notes also secured the First Lien Credit Facilities, and the EIB Term Loans, and currently secures the New Credit Facilities, the April 2024 Notes and the December 2024 Notes, subject to the Intercreditor Agreement. The indenture governing the 2019 Notes contained certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default. On November 15, 2019 the 2019 Notes were listed on the Global Exchange Market of the Irish Stock Exchange. On August 6, 2021, we entered into an indenture supplement amending the indenture governing the 2019 Notes to (i) permit the consummation of the Biomat Transactions, and (ii) upon the consummation of the Biomat Transactions, release Biomat USA and Talecris from their guarantees and collateral provided under the indenture governing the 2019 Notes. The Biomat Transactions were consummated on December 1, 2021, and, on January 11, 2022, we repurchased an aggregate principal amount of €97,535,000 (€67,144,000 of 1.625% Notes and €30,391,000 of 2.250% Notes) of the 2019 Notes under an asset sale offer to bondholders. On April 21 and April 25, 2022, we entered into indenture supplements amending the indenture governing the 2019 Notes to add, respectively, the Escrow Issuer (which has since merged with and into the Company) and Biotest Holdings as guarantors for the 2019 Notes. On July 21, 2023, we entered into an indenture supplement amending the indenture governing the 2019 Notes to acknowledge that the Escrow Issuer has been merged with and into the Company, thereby releasing the guarantee granted by the Escrow Issuer. On August 8, 2024, we used a part of the proceeds of the sale of 20% of the equity interests in Shanghai RAAS to redeem an amount of €495,036,000 of the 1.625% Notes. On December 27, 2024, we fully redeemed the remaining outstanding 1.625% Notes using proceeds from the December 2024 Notes, together with cash on hand. 121 Table of Contents As of December 31, 2025, the principal amount outstanding under the 2.250% Notes was €740 million. On April 14, 2026, we fully satisfied and discharged the outstanding principal amount of the 2.250% Notes using the proceeds of the New Credit Facilities, and expect the redemption of such Notes to be completed by the end of April 2026. See “—New Credit Facilities” above. The 2021 Notes On October 5, 2021, the Escrow Issuer, a newly formed wholly owned subsidiary of Grifols that did not hold or otherwise have any interest in any material assets, issued €1,400,000,000 senior notes that will mature on October 15, 2028 and bear interest at 3.875% per annum (the “Euro notes”) and $705,000,000 senior notes that will mature on October 15, 2028 and will bear interest at 4.750% per annum (the “Dollar notes” and together with the Euro notes, the “2021 Notes”). The 2021 Notes were issued to fund the acquisition of Biotest Holdings (and indirectly Biotest) and a voluntary tender offer for the shares in Biotest not owned by Biotest Holdings. On the date of issuance of the 2021 Notes, the gross proceeds from the offering were deposited into segregated escrow accounts for the benefit of the holders of the 2021 Notes, to be released upon the fulfillment of the conditions precedent to the Biotest acquisition. Such conditions were fulfilled on April 21, 2022, and the funds were released to the Escrow Issuer Following the successful fulfilment of all conditions precedent therefor. Effective as of June 27, 2023, the Escrow Issuer was merged with and into the Company, the results of such merger being that the Company is the surviving entity, assuming (by operation of law) all assets and obligations of the Escrow Issuer, and the Escrow Issuer ceased to exist (the “Escrow Issuer Merger”). Prior to the Escrow Issuer Merger, the 2021 Notes remained general unsecured obligations of the Escrow Issuer unconditionally guaranteed on a senior unsecured basis by the Company and each of our wholly-owned subsidiaries that that are guarantors and co-borrowers under the First Lien Credit Facilities. From and after the Escrow Issuer Merger, the 2021 Notes became general unsecured obligations of the Company and are unconditionally guaranteed on a senior unsecured basis by our wholly-owned subsidiaries that are guarantors and co-borrowers under the First Lien Credit Facilities. We are not required to make mandatory redemption or sinking fund payments with respect to the 2021 Notes. If we experience a change of control, we must give holders of the 2021 Notes the opportunity to sell to us their 2021 Notes at 101% of their principal amount, plus accrued and unpaid interest. Grifols and the guarantors of the 2021 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the 2021 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the 2021 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis. The indenture governing the 2021 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default. On October 11, 2021 the 2021 Notes were listed on the Global Exchange Market of the Irish Stock Exchange. On September 28, 2022, we entered into an indenture supplement amending the indenture governing the 2021 Notes to add Biotest Holdings as guarantor for the 2021 Notes. On July 21, 2023, we entered into an indenture supplement amending the indenture governing the 2021 Notes to acknowledge that the Escrow Issuer has been merged with and into the Company, and that the company became the issuer of the 2021 Notes, assuming all obligations previously held by the Escrow Issuer. On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the 2021 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the 2021 Notes. 122 Table of Contents A. The Dollar notes The Dollar notes accrue interest at the rate of 4.750% per annum pay interest semi-annually in arrears on April 15 and October 15, commencing on April 15, 2022. We may redeem the Dollar notes, in whole or in part, at any time at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Dollar notes redeemed, to the applicable redemption date (subject to the right of holders of the Dollar notes on the relevant record date to receive interest due on the relevant interest payment date): ​ ​ ​ ​ Fiscal Year ​ ​ ​ Percentage Prior to October 15, 2026 101.188 % On or after October 15, 2026 100.000 % ​ As of the date of this annual report, the principal amount outstanding under the Dollar Notes is $705 million. B. The Euro notes. The Euro notes accrue interest at the rate of 3.875% per annum pay interest semi-annually in arrears on April 15 and October 15, commencing on April 15, 2022. We may redeem the Euro notes, in whole or in part, at any time at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Euro notes redeemed, to the applicable redemption date (subject to the right of holders of the Euro notes on the relevant record date to receive interest due on the relevant interest payment date): ​ ​ ​ ​ Fiscal Year ​ ​ ​ Percentage Prior to October 15, 2026 100.969 % On or after October 15, 2026 100.000 % ​ As of the date of this annual report, the principal amount outstanding under the Euro Notes is €1.3 billion. The April 2024 Notes On April 30, 2024, Grifols issued €1.0 billion senior secured notes that will mature on May 1, 2030 and bear interest at 7.500% per annum. On June 4, 2024, Grifols issued an additional €300 million of senior secured notes under the same indenture and the same series the notes issued on April 30, 2024 (collectively, the “April 2024 Notes”). The April 2024 Notes are currently guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the April 2024 Notes, and the guarantees of those obligations, are secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral securing the April 2024 Notes also secures the December 2024 Notes and the New Credit Facilities, subject to the Intercreditor Agreement. On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the April 2024 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the April 2024 Notes. We are not required to make mandatory redemption or sinking fund payments with respect to the April 2024 Notes. If we experience a change of control, we must give holders of the April 2024 Notes the opportunity to sell to us their April 2024 Notes at the redemption prices set forth below, plus accrued and unpaid interest. 123 Table of Contents Grifols and the guarantors of the April 2024 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the April 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the April 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis. In addition, Grifols and the guarantors of the April 2024 Notes may incur additional secured indebtedness if the secured leverage ratio (as defined in the indenture governing the April 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the April 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would not exceed 4.50 to 1.00, determined on a pro forma basis. The indenture governing the April 2024 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default. The April 2024 Notes accrue interest at the rate of 7.500% per annum pay interest semi-annually in arrears on May 1 and November 1, commencing on November 1, 2024. We may redeem the April 2024 Notes, in whole or in part, at any time on and after May 1, 2026 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: ​ ​ ​ ​ Fiscal Year ​ ​ ​ Percentage 2026 104.000 % 2027 102.000 % 2028 and thereafter 100.000 % ​ If we experience a change of control, we must give holders of the April 2024 Notes the opportunity to sell to us their April 2024 Notes at the redemption prices set forth under the paragraph above, plus accrued and unpaid interest. If we redeem the April 2024 Notes prior to May 1, 2026, the redemption price shall be equal to 100% of the principal amount of the April 2024 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date. The “Applicable Premium” shall be determined by the Issuer as the greater of (i) 4.0% of the principal amount of such redeemed April 2024 Notes; and (ii) the excess, if any, of (a) the present value at such redemption date of (x) the redemption price of such April 2024 Notes, as applicable, at May 1, 2026 (as stated in the table above), plus (y) all required interest payments due on such April 2024 Notes through May 1, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate at the Bund Rate (or, if greater than such Bund Rate, zero), in each case as of such redemption date plus fifty (50) basis points, over (b) the principal amount of such April 2024 Notes. We used the proceeds of the April 2024 Notes to (i) fully redeem, on May 27, 2024, the total principal amount outstanding of the senior notes issued in 2017, which would have otherwise matured on May 1, 2025, and (ii) to repay outstanding amounts under our revolving credit facility under the First Lien Credit Facilities. On July 11, 2024, the April 2024 Notes were listed on the Global Exchange Market of the Irish Stock Exchange. In November 2025, we conducted a consent solicitation process whereby we obtained the support of approximately 95% of holders of our April 2024 Notes to approve an amendment to the indenture for such notes, which enhances our financial flexibility and facilitates more efficient management of our capital structure, in line with our previously announced refinancing plans. The relevant supplemental indenture was executed on November 13, 2025. See “—A. Operating Results—Subsequent Events—Refinancing Plans” above. 124 Table of Contents As of the date of this annual report, the principal amount outstanding under the April 2024 Notes is €1.3 billion. However, we have delivered to the holders of the April 2024 Notes a conditional notice of redemption to redeem, subject to certain conditions, €500 million in principal amount of the April 2024 Notes. The December 2024 Notes On December 19, 2024 Grifols issued €1.3 billion senior secured notes that will mature on May 1, 2030 and bears interest at 7.125% per annum (the “December 2024 Notes”). The December 2024 Notes are currently guaranteed on a senior secured basis by the wholly-owned subsidiaries of Grifols that were guarantors and co-borrowers under the First Lien Credit Facilities. Subject to permitted liens, all obligations under the December 2024 Notes, and the guarantees of those obligations, are secured on a first-priority basis by the tangible and intangible assets of the domestic guarantors, the blood plasma inventory of GWWO (with the exception of blood plasma inventory located in Spain) and pledges of equity of certain subsidiaries of Grifols (subject to certain exclusions and limitations). The collateral securing the December 2024 Notes also secures the April 2024 Notes and the New Credit Facilities, subject to the Intercreditor Agreement. On April 14, 2026, we entered into a supplemental indenture amending the indenture governing the December 2024 Notes to add Grifols International Services Designated Activity Company and Grifols International Services USA Inc. as guarantors for the December 2024 Notes. We are not required to make mandatory redemption or sinking fund payments with respect to the December 2024 Notes. Grifols and the guarantors of the December 2024 Notes may incur additional indebtedness if the fixed charge coverage ratio (as defined in the indenture governing the December 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the December 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis. In addition, Grifols and the guarantors of the December 2024 Notes may incur additional secured indebtedness if the secured leverage ratio (as defined in the indenture governing the December 2024 Notes) for Grifols and the restricted subsidiaries (as defined in the indenture governing the December 2024 Notes) on a consolidated basis for the most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would not exceed 4.50 to 1.00, determined on a pro forma basis. The indenture governing the December 2024 Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols’ ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default. The December 2024 Notes accrue interest at the rate of 7.125% per annum pay interest semi-annually in arrears on May 1 and November 1, commencing on May 1, 2025. We may redeem the December 2024 Notes, in whole or in part, at any time on and after May 1, 2026 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: ​ ​ ​ ​ Fiscal Year ​ ​ ​ Percentage 2026 104.000 % 2027 102.000 % 2028 and thereafter 100.000 % ​ If we experience a change of control, we must give holders of the December 2024 Notes the opportunity to sell to us their December 2024 Notes at the redemption prices set forth under the paragraph above, plus accrued and unpaid interest. 125 Table of Contents If we redeem the December 2024 Notes prior to May 1, 2026, the redemption price shall be equal to 100% of the principal amount of the December 2024 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date. The “Applicable Premium” shall be determined by the Issuer as the greater of (i) 4.0% of the principal amount of such redeemed December 2024 Notes; and (ii) the excess, if any, of (a) the present value at such redemption date of (x) the redemption price of such December 2024 Notes, as applicable, at May 1, 2026 (as stated in the table above), plus (y) all required interest payments due on such December 2024 Notes through May 1, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate at the Bund Rate (or, if greater than such Bund Rate, zero), in each case as of such redemption date plus fifty (50) basis points, over (b) the principal amount of such December 2024 Notes. We used the proceeds of the December 2024 Notes to (i) together with cash on hand, fully redeem, on December 27, 2024, the total principal amount outstanding of the 1.625% Notes, which would have otherwise matured on February 15, 2025, and (ii) to fully repay then-outstanding revolving loans under the First Lien Credit Facilities. As of the date of this annual report, the principal amount outstanding under the December 2024 Notes is €1.3 billion. The Biomat Transactions On December 1, 2021, we sold preferred shares representing 12.9% of Biomat Newco and 12.5% of Biomat USA, our U.S.-based plasma collection subsidiaries that are part of the Biomat Group, to the GIC Investor. Specifically, the GIC Investor acquired preferred shares. The purchase price received was $990 million. As a result of the transaction, the GIC Investor received ten class B common shares of Biomat USA and nine class B common shares of Biomat Newco. While named common shares, such shares are non-voting and have annual preferential dividends of $4,168,421.05 per share of Biomat USA and Biomat Newco. These preferred shares also granted the GIC Investor with redemption rights of up to one share per year beginning in 2023 at $52,105,263.16 per share. This investment was originally recorded as equity, but was later restated as debt in our consolidated financial statements for the year ended December 31, 2021, prepared under pursuant to IFRS-EU and filed with the CNMV in Spain. As of December 31, 2025, the investment by the GIC Investor is still recorded as debt in our consolidated financial statements, and the reclassification did not affect compliance with the covenants under our debt instruments. The GIC Investor has exercised its right to redeem one class B common share of Biomat Newco, at the redemption price of $52,105,263.16, on each of the years ended December 31, 2023, 2024 and 2025. See Note 19(d) to our consolidated financial statements as of and for the year ended December 31, 2025, included in this annual report on Form 20-F. ​ 126 Table of Contents Other Debt Within the context of the acquisition of plasma collection centers from ImmunoTek, on February 3, 2025, our subsidiary Biomat Holdings LLC issued a promissory note in favor of ImmunoTek in an amount of $70 million (which represents the outstanding balance of the purchase price for six plasma collection centers acquired by Biomat Holdings LLC, in the amount of $62 million, plus management fees of approximately $8 million), with no interest accrual. The promissory note matured on January 3, 2026, date on which it was fully settled. See “—A. Operating Results—Factors Affecting our Financial Condition and Results of Operations— Acquisition of Plasma Collection Centers From ImmunoTek.” In June 2024, our subsidiary Grifols Canada Therapeutics Inc. (“Grifols Canada”) obtained a loan facility from Investissement Québec, a governmental financial institution fomenting investments in Quebec, in an amount up to CAD$36,000,000. Grifols Canada is using the proceeds of this loan to finance the upgrades and start of operations related to the upsize in the production capacity of its therapeutics production plant in Montreal. Pursuant to this loan, Grifols Canada shall fulfill the following objectives (“Targets”) in relation to the Montreal plant: (1) create, by May 31, 2027 and maintain throughout the term of the loan at least 184 permanent jobs generating (2) an average gross annual salary of CAD$78,700 and (3) incur certain eligible expenditures agreed with the lender (the earlier of the date the Targets are completed or May 31, 2027, the “Project Completion Date”). The loan will be repaid in 60 monthly instalments of CAD$450,000, starting on the earlier of (i) the Project Completion Date; or (ii) the fifth anniversary of the first drawdown. The principal amount of the loan will be reduced by the lower of CAD$9,000,000 and 25% of the eligible expenditures disbursed in the project if Grifols Canada fulfills at least 75% of the Targets. If Grifols Canada fulfills at least 50% of the Targets, no interest will accrue on the loan. If Grifols Canada fails to complete 50% of the Targets, the loan will bear interest at the prime rate of Investissement Québec plus 3.0% per annum, accrued retroactively from the first disbursement of the loan. This loan is secured with a real estate mortgage over Grifols Canada’s Montreal plant, as well as a comfort letter from Grifols S.A. As of December 31, 2025, no amount had been drawn under this loan. Certain other debt instruments, including credit facilities and lease obligations, are in place with various lenders and consist of long-term and short-term indebtedness of both us and Grifols subsidiaries. As of December 31, 2025, such other debt included an unsecured long-term loan in the amount of €46 million corresponding to our subsidiary Biotest, as well as distributor commission liabilities of €14 million, also corresponding to Biotest. See Note 19 to our consolidated audited financial statements included in this annual report. ​ 127 Table of Contents C. Research and Development, Patents and Licenses For detailed information regarding our research and development initiatives, see Item 4 of this Part I, “Information on the Company—B. Business Overview—Research and Development.” D. Trend Information Plasma-derived protein therapies are essential to extend and improve the lives of individuals suffering from chronic, acute and life-threatening conditions including infectious diseases, such as hepatitis, immunological diseases, such as multiple sclerosis, hemophilia, Von Willebrand Disease, liver dialysis and acute conditions such as burns and severe blood loss. For this reason, the administration of these products cannot be interrupted or postponed without putting patients’ lives at risk. This ensures a stable demand for such products. In addition, because of the nature of the diseases treated, the reimbursement rates for plasma derivative products in the United States are high. Any changes to such rates would likely elicit a strong lobbying response in the United States. Based on MRB reports, in 2024, the worldwide plasma proteins market (without recombinant products) exceeded $35.0 billion, an increase of approximately 20% from 2021. In 2024, more than 18.5 million people across the globe received a plasma derived protein product, including 1.2 million people in the United States and 8.8 million people in China. Overall, hyperimmune products globally were responsible for over 70.0% of the patients who used plasma derived products, or 14.5 million people in 2024. Globally, over 800,000 people received IgG (IVIG or SCIG), with over 25.0% of that total, or over 200,000 people, receiving IgG in the United States in 2024. Given that over 85% of plasma used for fractionation comes from source plasma, over 16 million of the plasma derived product patients rely on plasma collected by Plasmapheresis. The significant multi-decade growth has mainly been caused by new patients diagnosed and starting therapy with IgG, albumin and other plasma proteins. Even though only 1 new plasma protein (plasminogen) has been introduced in the past ten years, the plasma industry is expected to continue expanding due to higher usage of core plasma proteins such as IgG as well as geographic expansion. While growth rates vary by region and product category, we believe that global demand for plasma-derived therapies will continue to increase over the long term, as many plasma derivative products are underutilized, particularly in emerging markets, and will continue to benefit from strong demand. Additionally, new indications are being explored for a number of plasma-derived therapies, such as the treatment of Alzheimer’s disease. We believe that the volume of global sales of plasma derivative products will continue to grow driven primarily by the same factors that have contributed to its historical growth, including: ● population growth; ● the discovery and approval of new applications and indications for plasma-based products; ● an increase in the number of diagnosed patients and diagnosed but previously-untreated patients; ● geographic expansion; and ● physicians’ greater awareness of conditions and treatments. In 2025, 21.5% of our sales were generated in the European Union, as compared to 21.4% in 2024 and 19.1% in 2023. There are significant barriers to entry into the plasma derivative products industry, as the industry is highly regulated and requires significant expertise and capital investments. We do not expect these barriers to decrease in the near term. Regulatory Environment. In order to operate in the plasma derivatives industry, manufacturers and distributors must comply with extensive regulation by the FDA, the EMA and comparable authorities worldwide. As a result, significant investments are required to develop, equip and maintain the necessary storage, fractionation and purification facilities and to develop appropriate sale, marketing and distribution infrastructures. Additionally, only proteins derived from plasma collected at FDA-approved centers can be marketed in the United States, so securing an adequate supply of U.S. source plasma is required to operate in the United States. We expect these regulatory restrictions to continue. 128 Table of Contents Product Pipeline. We have an expanded portfolio of key products as a result of our recent acquisitions and will continue to invest in research and development with respect to new product and new indications for existing products. Some key research and development projects underway include clinical studies of the use of albumin, diagnostic and vaccine therapies to treat Alzheimer’s disease, of albumin to treat advance Cirrhosis and ascites, and of antithrombin in heart surgery. Our product pipeline offers a strategic balance between risk and value across diverse phases. In 2025 we had 87 Biopharma initiatives in development and more than 80 Diagnostic projects in our pipeline. In 2023, our subsidiary Biotest achieved positive results in its Phase III clinical trial for fibrinogen concentrate, marking a significant step in treating acquired fibrinogen deficiency. Other innovations reinforce our position in plasma-derived medicine, such as IG Yimmugo, a newly developed immunoglobulin for the treatment of immunodeficiencies and autoimmune diseases, and Trimodulin, an antibody composition purified from human plasma in clinical development to treat severe community-acquired pneumonia (sCAP) and severe COVID-19. E. Critical Accounting Estimates The preparation of consolidated financial statements in accordance with IFRS requires us to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures of contingent assets and liabilities. A detailed description of our significant accounting estimates is included in the notes to our audited consolidated financial statements included elsewhere in this annual report on Form 20-F. Certain of our significant accounting policies require subjective and complex judgments, often requiring the use of estimates about the effects of matters that are inherently uncertain. We apply estimation methodologies consistently from year to year. Other than changes required due to the issuance of new accounting guidance, there have been no significant changes in our application of critical accounting estimates during the periods presented. We periodically review our critical accounting estimates and estimates with the Audit Committee of our Board. These accounting policies include depreciation, subsequent recognition, impairment, goodwill and amortization, among others. See Notes 2, 4 and 6 to our audited consolidated financial statements included in this annual report on Form 20-F for more information regarding our critical accounting estimates and Goodwill, respectively. More information on recently issued accounting standards is included in Note 2 to our audited consolidated financial statements included in this annual report on Form 20-F.