SCHEDULE: Major Shareholders Exit CureVac via BioNTech Exchange

A group of reporting persons, including dievini Hopp BioTech holding GmbH & Co. KG, has completed the tender of all their CureVac N.V. shares to BioNTech SE through an exchange offer.

Summary

• The Reporting Persons (dievini Hopp BioTech holding GmbH & Co. KG, DH-LT-Investments GmbH, DH-Capital GmbH & Co. KG, OH Beteiligungen GmbH & Co. KG, Dietmar Hopp, Oliver Hopp, Daniel Hopp, DHFS II Holding GmbH & Co. KG, and Zweite DH Verwaltungs GmbH) have completed the exchange of all their CureVac N.V. common shares.
• All shares beneficially owned by the Reporting Persons were tendered into an Exchange Offer, as outlined in the Tender and Support Agreement with BioNTech SE.
• The Exchange Offer concluded as scheduled at 9:00 a.m. Eastern Time on December 3, 2025.
• The tendered shares were accepted for exchange and subsequently transferred to BioNTech SE as part of a capital increase for the issuance of BioNTech shares, which became effective upon registration on December 10, 2025.
• As a direct consequence of this transaction, the Reporting Persons no longer beneficially own any securities of CureVac N.V., with their aggregate beneficial ownership now at 0.00%.
• This Amendment No. 9 serves as the final amendment to the Schedule 13D for these Reporting Persons, marking their complete exit from beneficial ownership in CureVac N.V.

Sentiment

Score: 5

Explanation: This filing is purely factual, reporting the completion of a previously announced transaction. It does not contain new positive or negative operational or financial news for CureVac, but rather details the exit of a major shareholder group.

Positives

• The Exchange Offer, which involved the tender of all CureVac N.V. shares by the Reporting Persons, was completed as scheduled.
• The Reporting Persons anticipate receiving the full consideration to which they are entitled under the Exchange Offer on or about December 15, 2025.

Future Outlook

The Reporting Persons expect to receive full consideration for their tendered shares on or about December 15, 2025. Concurrently, the Shareholders' Agreement, which governed the relationship between KfW, dievini, and Dietmar Hopp, is expected to terminate around the same date.

Industry Context

This filing details a significant ownership transfer from a major investor group in CureVac N.V. to BioNTech SE, a key competitor in the mRNA vaccine space. This transaction represents a strategic shift in the shareholder base of CureVac, with a long-term investor group exiting and a rival company potentially increasing its indirect influence or strategic positioning.

Corporate Governance

Related Party Transactions

• The exchange offer involved dievini Hopp BioTech holding GmbH & Co. KG and other related entities (the Reporting Persons) tendering their shares to BioNTech SE, a transaction previously outlined in a Tender and Support Agreement.
• The expected termination of the Shareholders' Agreement, which involved dievini and Dietmar Hopp, is a related party matter stemming from the completion of the exchange offer.

Stakeholder Impact

• Shareholders: The Reporting Persons, who were previously significant shareholders, no longer hold shares in CureVac N.V. BioNTech SE has acquired these shares, potentially increasing its stake or influence in CureVac.
• CureVac N.V.: The exit of a major, long-term investor group could lead to shifts in investor perception, market dynamics, or strategic alignment for the company.

Next Steps

• Reporting Persons are expected to receive full consideration for their tendered shares on or about December 15, 2025.
• The Shareholders' Agreement is expected to terminate on or about December 15, 2025.

Key Dates

Keywords

CureVac N.V., BioNTech SE, Schedule 13D, Exchange Offer, Shareholder Exit, dievini Hopp, Tender Offer, Beneficial Ownership