Bayer’s Tightrope: Legal Bills Drain Cash as Pipeline Gains Offer a Glimmer

Bayer shareholders back CEO Bill Anderson, but institutional investors push for structural change as legal costs and glyphosate litigation weigh on earnings.

Bayer shareholders gave CEO Bill Anderson a vote of confidence at the annual general meeting, overwhelmingly ratifying the actions of both the management and supervisory boards. But the apparent calm masks growing restlessness among institutional investors, who are pushing for a fundamental rethink of the conglomerate’s structure even as the company makes headway on cost-cutting.

The group has now shed more than 12,000 roles since Anderson launched his reform drive just over two years ago, flattening hierarchies in a bid to slash bureaucracy. Revenue for the latest fiscal year came in at roughly €45.6 billion, with free cash flow of €2.1 billion. That cash discipline, however, comes at a cost to shareholders: the payout has been pared back to the statutory minimum of €0.11 per share.

Pipeline Progress Meets a Deep Red Bottom Line

The pharma division delivered a bright spot. Cancer treatments Nubeqa and Kerendia saw combined sales jump 68% in 2025, helping the group meet its own targets for adjusted earnings per share of €4.91. Yet the headline net result tells a far grimmer story. Legal charges of €6.2 billion dragged the full-year bottom line into a loss of €3.6 billion, and the outlook for 2026 is equally sobering. Bayer is forecasting negative free cash flow as roughly €5 billion in payouts linked to ongoing litigation drain liquidity.

The glyphosate saga remains the central overhang. In February, Monsanto — now part of Bayer — put forward a settlement proposal that received preliminary approval in early March. Anderson described the situation carefully: “The situation remains dynamic, with important milestones and decisions in the coming weeks.” A final resolution has yet to materialise.

Supreme Court Hearing Adds to the Pressure Cooker

Next week brings a pivotal moment in the US courtroom battles. The Supreme Court is scheduled to hear the Durnell case on Monday, a development that has already weighed on the stock. Bayer shares slid nearly 4% on Friday to close at €38.50, leaving them down more than 6% on the week and below the 50-day moving average. Despite that recent weakness, the stock still trades roughly 71% higher year-to-date, though it remains about 22% below the February peak of €49.17.

Investor representatives from Deka, DWS and Union Investment acknowledged the recent share price recovery but made clear that a partial legal win alone does not create value. Union Investment, for its part, backed Anderson’s current strategy and supports keeping the over-the-counter medicines unit intact for now.

New Faces in the Boardroom

The management team is being reshuffled. Dr. Judith Hartmann will take over as chief financial officer from Wolfgang Nickl at the end of May, with her appointment effective June 1. Anderson’s own contract has been extended to March 2029, while pharmaceuticals chief Stefan Oelrich is now tied to the company through October 2029. On the supervisory board, three members have stepped down, with Marcel Smits — formerly Cargill’s Asia-Pacific chairman and CEO — and Alfred Stern proposed as new capital-market representatives.

Key Dates on the Horizon

Shareholders have two concrete dates to watch. The ex-dividend day falls on April 27, meaning anyone wanting the €0.11 payout must hold the stock before Monday. The cash will be distributed on April 29. Then on May 12, Bayer will release first-quarter results, offering the next operational snapshot. For the full year 2026, management expects currency-adjusted revenue of between €45 billion and €47 billion, with operating EBITDA in a range of €9.6 billion to €10.1 billion.

Whether those Q1 numbers can steady the stock will depend heavily on how Anderson fleshes out the status of the US litigation. The legal overhang, the cash drain, and the structural questions all converge on a single point: Bayer’s ability to deliver a credible path forward that satisfies both the courts and its increasingly impatient owners.