Behind OHB’s Record Backlog and 207% Rally: A Shareholder Vote That Could Reshape the Equity

OHB SE posts record backlog and surging earnings, but shares tumble 15% on dilution fears from a €1.2B convertible bond proposal and KKR stake sale ahead of June 8 AGM.

On paper, OHB SE has rarely looked stronger. Its order backlog hit a record €3.35 billion, first-quarter sales rose 15% to €279.3 million, and adjusted EBIT surged 63% to €16.8 million. Yet the stock has plunged 15% in a single week, closing Friday at €372.50 — nearly 46% below the all-time high of €688.00 reached just three weeks ago. The conflict between operational reality and market sentiment comes to a head on June 8, when shareholders vote on a proposal that could dilute their holdings by as much as 20%.

The tension stems from a single agenda item at the virtual annual general meeting. Management is seeking authorization to issue convertible or warrant-linked bonds as well as profit participation rights with an aggregate face value of up to €1.2 billion, valid until June 2031. The associated conditional capital could expand the current equity base by a fifth. Crucially, the prospect of excluding preemptive rights is explicitly on the table — a prospect that has drawn sharp criticism from the German Association for the Protection of Securities Holdings (DSW), which is recommending shareholders vote against several resolutions.

Complicating matters further, private equity firm KKR holds roughly 29% of OHB’s shares and plans to place the vast majority of that stake by June 30. The intended sale — estimated at about 20 percentage points of the company’s equity — would boost the free float from around 6% to approximately 26%, creating a massive supply overhang that is already weighing on the stock. The timing, coming days after the AGM, amplifies the dilution fears.

Against this backdrop of capital-market turbulence, OHB’s underlying business continues to fire on all cylinders. Space Systems, the company’s largest division, accounts for €2.68 billion of the record €3.35 billion backlog. A fresh feather in the cap came from the RAMSES mission, a joint ESA-JAXA project to send a probe to the asteroid Apophis, which will pass Earth at just 32,000 kilometers in April 2029. OHB Italia is building the core module in Milan under a ESA contract valued at €81.2 million, with the total framework including preparatory work reaching around €150 million.

The near-term event calendar offers further catalysts — albeit against a skittish trading backdrop. The ILA Berlin air show runs from June 10 to 14, where OHB management plans to unveil new mission contracts. Meanwhile, the company has applied for a launch window starting July 1 for the first flight of its rocket subsidiary, Rocket Factory Augsburg (RFA ONE). On the financial side, OHB targets total output of €1.4 billion in 2026 and more than €2.0 billion by 2028, with an EBITDA margin of 11%.

The market’s reaction has been extreme. Despite the 15% weekly drop, the stock still shows a year-to-date gain of roughly 207%. The annualized 30-day volatility of 142% underscores how volatile the paper remains. After touching a 52-week high of €688.00 on May 21, the subsequent decline has erased nearly half the value — a reminder that even a stellar order book cannot insulate a share from the mechanics of capital structure and large shareholder exits.

What happens next hinges on the outcome of Monday’s vote. If shareholders approve the dilution authorization, the combination of potential new shares and KKR’s pending block trade will likely keep pressure on the equity. If the resolution is rejected, management may need to seek alternative funding — but in the short term, the clouds over the stock could lift. Either way, with the volatility reading at 142%, the coming weeks promise to be anything but routine for OHB investors.