BMW Rips Up Its Two-Class Share Structure as a Triple Overhaul Hits the Boardroom

BMW shareholders approve conversion of preferred shares into common stock, ending two-tier equity model. New CEO Milan Nedeljkovi? takes over amid weak earnings and tariff pressures.

The Munich automaker has packed a day’s worth of corporate drama into a single trading session. A fresh chief executive takes the reins, the annual dividend is lopped off the share price, and the historic divide between voting and non-voting stock disappears. Investors absorbed all three events on Thursday, digesting a vote that effectively ends BMW’s two-tier equity model.

Shareholders gave the green light with near-unanimous force. The main assembly voted 99.99% in favour of converting all 54.7 million preferred shares into common stock on a one-for-one basis. A separate meeting of preferred holders approved the move with 99.77% backing. The roughly €616 million in share capital will soon be wrapped entirely in ordinary shares, scrapping the 9% slice that previously carried no voting rights but enjoyed a nominal dividend preference of €0.02 per share.

The conversion is designed to lift BMW’s weight in global indices. Chief Financial Officer Walter Mertl argued that a single share class improves tradability and makes the stock easier for large institutional funds to hold. A 1:1 swap means holders need do nothing — custodian banks will book the change automatically once the commercial register entry is complete. From the 2026 financial year, all shares will share equally in future payouts.

Thursday’s session also opened with the customary dividend adjustment. BMW is distributing €4.40 per common share, and with the stock trading ex-dividend, the price dropped to €77.62 — a decline of 3.91%. The year-to-date slide now stands at 19.08%. That headline performance masks a partially technical effect, but the underlying chart remains under pressure. The stock closed Wednesday at €80.78 and now sits well below its 200-day moving average of €86.08, reflecting genuine market scepticism about the operating outlook.

At the top of the company, Milan Nedeljkovi? has taken over as chief executive from Oliver Zipse, who leaves after 35 years. Michael Nikolaides assumes a new strategy role as the management team confronts a soft earnings environment. The group expects an EBIT margin of just 4% to 6% for the current year, with tariffs taking a heavy toll. Sales in China have slumped by roughly 200,000 vehicles in the past few years, underscoring the scale of the challenge.

Nedeljkovi?’s immediate task is to steady the ship while the product pipeline ramps up. BMW plans to roll out around 40 new or revamped models by the end of 2027, with the marquee “Neue Klasse” electric platform carrying the biggest margin hopes. The next hard date on the calendar is the dividend payout on May 19. After that, the focus shifts to the technical closing of the share conversion — and whether the simpler structure can indeed attract enough buying to turn around a stock that has lost nearly a fifth of its value since January.