Report of the Supervisory Board
Borussia Dortmund GmbH & Co. KGaA (“Borussia Dortmund” or the “Company”) looks back on a mediocre financial year in 2025/2026, both in economic and in footballing terms.
By again directly qualifying for the league phase of the UEFA Champions League in the 2026/2027 season (for an eleventh consecutive year), the club achieved one of its key goals for the season. Borussia Dortmund played an excellent Bundesliga season, finishing in second place. However, the team failed to achieve its target of reaching the round of 16 in the UEFA Champions League in the reporting period. The anticipated revenue failed to materialise and a net loss was generated as a result.
In the 2025/2026 financial year (1 July 2025 to 30 June 2026), Borussia Dortmund generated revenue of EUR 460.5 million (previous year: EUR 526.0 million). Consolidated total operating proceeds (revenue plus gross transfer proceeds generated) amounted to EUR 537.2 million (previous year: EUR 589.6 million). In the financial year ended, the consolidated net loss amounted to EUR 21.7 million (previous year: profit of EUR 6.5 million). Consolidated earnings before taxes (EBT) amounted to EUR -20.3 million (previous year: EUR 9.5 million); consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to EUR 92.2 million (previous year: EUR 115.9 million). In the annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch, “HGB”), the Company reported a net loss for the year of EUR 17.1 million. On this basis, it is not possible to propose a dividend distribution to the 2026 Annual General Meeting. However, due to the sufficient level of consolidated equity available and the Company’s long-term focus, Borussia Dortmund is able to shoulder the loss sustained in financial year 2025/2026.
Composition and activities of the Supervisory Board and Audit Committee
The members of the Supervisory Board during the reporting period were Ms Silke Seidel (Chairperson), Mr Ulrich Leitermann (Deputy Chairperson), Mr Matthias Bäumer, Ms Judith Dommermuth, Mr Bernd Geske, Dr Reinhold Lunow, Prof. Bernhard Pellens, Mr Christian Schmid and Mr Michael Zorc.
In the 2025/2026 financial year, the Supervisory Board closely monitored the status and development of the Company and the Group. In doing so, it exercised the rights and duties incumbent upon it by virtue of the law and the Articles of Association without restriction.
The full Supervisory Board met four times during the 2025/2026 financial year (on 25 September 2025, 24 November 2025, 23 March 2026 and 21 May 2026). Of those meetings, two (on 25 September 2025 and 23 March 2026) were held in hybrid form (some members attended in person and some via video conference) and two (on 24 November 2025 and 21 May 2026) were held in person only. On one occasion, the Supervisory Board also circulated and adopted written resolutions on 18 July 2025 concerning the adoption of the “Corporate Governance Statement” and the “Declaration of Conformity – July 2025”. All resolutions were adopted in accordance with the provisions of the Articles of Association and the relevant law.
During the reporting period, the Supervisory Board received regular, timely and comprehensive oral and written reports from the management of the general partner within the meaning of § 90 of the German Stock Corporation Act (Aktiengesetz, “AktG”). The Supervisory Board reviewed the reports submitted to it for plausibility, and, where necessary, discussed them with the management. These reports focused on the development of the business, the Company’s and the Group’s liquidity, earnings and financial position, corporate planning (specifically, financial, investment and personnel planning), the risk position and risk management within the Company and the Group, the new developments to be expected in sustainability reporting, and strategic issues. Reports and consultations also concerned in particular athletic performance in the 2025/2026 season. These reports and the subsequent discussion and verification thereof also dealt with the interim financial reports (i.e., the half-yearly financial report and quarterly statements). In addition, management kept the Supervisory Board and the Audit Committee up-to-date on developments in a routine financial reporting enforcement procedure (audit on a test basis) conducted by the Federal Financial Supervisory Authority (BaFin), and was pleased to note that the procedure was completed without any findings identified.
The Supervisory Board received written reports in the intervals between its meetings. Moreover, the Chairperson of the Supervisory Board was in regular contact with the management outside of meetings; she was kept regularly apprised of current developments in the business and major business transactions and advised on strategic and budgetary issues as well as the Company’s business development, risk position, risk management and compliance issues.
The management fulfilled its duty to keep the Supervisory Board informed in a complete, continuous and timely manner.
The Supervisory Board advised and monitored the general partner and its managing directors on the management of the Company, including in matters relating to sustainability. The reports of the management and the Supervisory Board’s enquiries and deliberations formed a basis for this function. The Supervisory Board considers the management of the Company to be in compliance with the law and in proper order, it deems the internal control system, risk management system and internal audit system to be effective, and attests to the Company’s corporate organisation and economic viability.
In the reporting period, the Supervisory Board also adopted resolutions on commissioning an external assurance engagement on the separate combined non-financial report for the Company and the Group for financial year 2025/2026 (§ 111 (2) sentence 4 in conjunction with § 278 (3) AktG), on engaging the auditor of the annual and consolidated financial statements to audit the 2025/2026 remuneration report, and on the amendment of the rules of the Supervisory Board on non-disclosure.
During the reporting year, the Supervisory Board also reviewed the accounting and financial reporting and preparations for the Annual General Meeting in the previous year, specifically its proposals for resolutions and nominations for election for that Annual General Meeting. Part of this review involved ascertaining the independence of the auditor, taking into consideration the additional services rendered by it, prior to resolving to propose it for election. The Supervisory Board’s activities also covered the terms of engagement and the fee agreement, the audit focal points and engaging the auditor elected by the previous year’s Annual General Meeting.
In the reporting period, the members of the Audit Committee of the Supervisory Board were Prof. Bernhard Pellens as Chairperson of the Committee, Mr Ulrich Leitermann as Deputy Chairperson, and Ms Silke Seidel. The Audit Committee performed the tasks entrusted to it by law and pursuant to the Rules of Procedure for the Audit Committee. It held five meetings in the reporting period for financial year 2025/2026, of which four were held in person and one was held in hybrid form (on 9 September 2025, 17 October 2025, 13 November 2025, 2 March 2026 and 12 May 2026). On one occasion (30 January 2026), the Committee circulated and adopted a written resolution. Outside of meetings, the Chairperson of the Committee was also in regular contact with the management and with the auditors from Deloitte GmbH Wirtschaftsprüfungsgesellschaft.
The agenda and focus of the Committee meetings included the annual and consolidated financial statements as at 30 June 2025, the combined management report for the Company and the Group for the 2024/2025 financial year, the dependent company report of the general partner for the 2024/2025 financial year and the separate combined non-financial report for the 2024/2025 financial year. The Audit Committee received a corresponding report from the representatives of the auditor on each of these matters. Other matters in this context included preparations for decisions of the Supervisory Board on its report to the Annual General Meeting for the 2024/2025 financial year, on the remuneration report for the 2024/2025 financial year, and on the Supervisory Board’s proposal to the 2025 Annual General Meeting on the election of the auditor for the annual and consolidated financial statements for the 2025/2026 financial year. The latter included reviewing the quality of the statutory audit, the terms of engagement and the independence of the proposed statutory auditor in consideration of its statement of independence and any services provided or to be provided in addition to the statutory audit services. The Committee held talks with representatives of the statutory auditor to discuss risks to the statutory auditor’s independence and the safeguards implemented and documented by the statutory auditor to mitigate those risks. Other agenda items for Committee meetings included the half-yearly financial report and quarterly statements, receipt of the report from Deloitte GmbH Wirtschaftsprüfungsgesellschaft on the review of the 2025/2026 half-yearly financial report, adoption of the resolutions on pre-approval of non-audit services provided by the statutory auditor in accordance with Article 5(4) of the EU Audit Regulation and § 319a (3) HGB for the 2025/2026 financial year, determination of the focal points for the audit of the annual and consolidated financial statements for the 2025/2026 financial year, risk management in that financial year, reports on the risk and compliance management system as well as the 2026 risk inventory, ICS and Internal Audit, ESG management, on developments in sustainability reporting and on the management’s sustainability strategy (including on the next steps in terms of ESG management), and on the result of the evaluation of audit quality by the Audit Committee, as well as discussions with the auditor on various topics, in particular the assessment of audit risk, the audit strategy and audit planning, and the results of the audit. A discussion was also held between the members of the Audit Committee and representatives of Deloitte GmbH Wirtschaftsprüfungsgesellschaft, without the management or other representatives of Borussia Dortmund GmbH & Co. KGaA being present.
The managing director of the general partner responsible for financial affairs, representatives of the auditor and managers from the Company’s respective corporate divisions were on hand to present reports and answer questions on individual matters discussed at Committee meetings. The Chairperson of the Committee regularly discussed the progress of the audit with the representatives of the auditors, and reported back to the Committee on this subject. The Chairperson also reported on the Audit Committee’s activities at subsequent meetings of the Supervisory Board. In addition, the Supervisory Board received the respective recommendations for resolutions from the Committee within the scope of its assigned areas of responsibility.
The Supervisory Board and, prior to that, its Audit Committee also examined compliance matters that came to the Company’s attention. This concerned an audit, carried out without any findings.
In October 2025, the company was also confronted with media reports containing allegations of sexual abuse of minors by a former employee of Ballspielverein Borussia 09 e.V. Dortmund (hereinafter „the Club”), which had taken place many years ago. The Club and the Company subsequently commissioned a joint forensic investigation to conduct an independent and thorough inquiry into the allegations and into how they were handled within the Club and the Company, respectively. The investigation is still pending. The Supervisory Board and the Audit Committee are being kept informed of its further progress.
2025/2026 annual and consolidated financial statements
The annual financial statements for Borussia Dortmund GmbH & Co. KGaA, the consolidated financial statements as at 30 June 2026 and the combined management report for the Group, which included the explanatory report on disclosures made pursuant to § 289a and § 315a HGB, were prepared and submitted in due time by the management of the general partner and were audited, along with the bookkeeping system by the auditor, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf (“Deloitte”), in accordance with the statutory provisions, and were each issued an unqualified audit opinion. With respect to the risk early warning system, the auditor found that the management had taken the appropriate measures as required under § 91 (2) AktG, particularly with respect to establishing a monitoring system which was in all material respects suited towards identifying, with reasonable assurance, risks early on which may jeopardise the Company as a going concern.
The annual and consolidated financial statements, the combined management report for the Company and the Group containing the risk report and the corresponding audit reports were submitted to all members of the Supervisory Board in due time. These and the remuneration report for the reporting period were deliberated in detail, discussed and reviewed, in each case in the presence of representatives of the auditor, at a meeting of the Audit Committee on 15 September 2026 and a meeting of the full Supervisory Board on 28 September 2026. At that meeting, the auditors reported on and discussed the key findings of their audit, including those relating to the accounting-related internal control and risk management system. The auditor and the management responded to questions raised.
The Supervisory Board concurred with the auditors’ findings and, subsequent to its own review work prepared by the Audit Committee of the Supervisory Board, did not raise any objections. After an appropriate review by the auditor, this also included the remuneration report in accordance with § 162 in conjunction with § 278 (3) AktG for the reporting period. At its meeting on 28 September 2026, the Supervisory Board approved the annual financial statements of Borussia Dortmund GmbH & Co. KGaA as at 30 June 2026 as well as the consolidated financial statements as at 30 June 2026.
Moreover, the Supervisory Board – on the basis of the work of its Audit Committee – performed its own review of the report on relationships with affiliated companies (dependent company report) for the financial year from 1 July 2025 to 30 June 2026 prepared by the general partner pursuant to § 312 AktG. The dependent company report was also audited by the auditor, who issued the following opinion:
“Having conducted a proper audit and assessment, we hereby confirm that
the factual information in the report is correct
the consideration paid by or to the Company in connection with the legal transactions listed in the report was not inappropriately high.”
The auditor’s report on the audit of the dependent company report had also been submitted to the Supervisory Board. These documents were discussed and reviewed by the Supervisory Board and prior to that by its Audit Committee at the aforementioned meetings, with the auditor and the management in attendance. Upon concluding its review, the Supervisory Board did not raise any objections to the declaration by the general partner at the conclusion of the dependent company report. The Supervisory Board noted with approval the findings of the audit of the dependent company report by the auditor.
In line with the statutory options, the general partner has chosen to prepare a separate combined non-financial report for the Company and the Group for the 2025/2026 financial year pursuant to the obligations set out in § 289b to § 289e, § 315b and § 315c HGB, including the disclosures contained therein in accordance with the requirements of Article 8 of Regulation (EU) 2020/852, that is not part of the combined management report, and to make this permanently available on the Company’s website. The Supervisory board engaged Deloitte to provide limited assurance over the separate combined non-financial report. Deloitte issued a limited assurance report based on this engagement. This means that, based on the work it performed and the evidence it obtained, nothing had come to Deloitte’s attention that caused it to believe that the separate combined non-financial report for the period from 1 July 2025 to 30 June 2026 had not been prepared, in all material respects, in accordance with § 315b and § 315c, in conjunction with § 289c to § 289e HGB and the requirements of Article 8 of Regulation (EU) 2020/852. The combined separate non-financial report and the review report prepared by Deloitte were presented to the Supervisory Board and its Audit Committee. After discussing the topic at its meeting convened to approve the financial statements on 28 September 2026 and the meeting of the Audit Committee held in advance on 15 September 2026 to prepare for that discussion, the Supervisory Board concurred with the findings of Deloitte’s limited assurance engagement and raised no objections to the separate combined non-financial report based on the findings of its own review.
The Supervisory Board proposes to the Annual General Meeting that the annual financial statements of Borussia Dortmund GmbH & Co. KGaA as at 30 June 2026 be adopted. A net loss for the year of EUR 17,070,687.98 is reported in the annual (separate) financial statements prepared as at 30 June 2026 in accordance with the HGB. A corresponding amount was withdrawn from other revenue reserves to offset this, meaning that net retained earnings/accumulated losses amount to EUR 0.00 and EUR 15,194,436.09 remains in the other revenue reserves. The annual financial statements and this earnings situation mean that the general partner and the Supervisory Board are not able to make a proposal to the Annual General Meeting on the appropriation of net profit, or to recommend that it resolve to distribute a dividend.
The Supervisory Board proposes that the Annual General Meeting ratify the actions of the general partner, Borussia Dortmund Geschäftsführungs-GmbH, for the 2025/2026 financial year.
Corporate governance
With the exception of two members who were each absent once, all members of the Supervisory Board attended all Supervisory Board meetings and all members of the Audit Committee attended all Audit Committee meetings. After rounding, the attendance rate amounts to 96.1%. The attendance of individual members at meetings was as follows:
Ms Silke Seidel, Mr Matthias Bäumer, Mr Bernd Geske, Mr Ulrich Leitermann, Dr Reinhold Lunow, Prof. Bernhard Pellens and Mr Christian Schmid each attended all meetings of the Supervisory Board (attendance rate of 100% each);
Ms Judith Dommermuth and Mr Michael Zorc each attended three of the four meetings (attendance rate of 75% each);
Ms Silke Seidel, Prof. Bernhard Pellens and Mr Ulrich Leitermann furthermore each attended all five meetings of the Audit Committee (attendance rate of 100% each).
The Supervisory Board and the management of the general partner also dealt with issues of corporate governance during the reporting period.
The Supervisory Board also met regularly without the members of the general partner’s management in the reporting period. With respect to the audit of the financial statements for financial year 2025/2026, the Audit Committee also consulted with the representatives of the auditor without the presence of members of the general partner’s management.
The members of the Supervisory Board were and are provided with appropriate assistance upon taking up their positions and when participating in further or continuing education, which they are generally required to perform on their own responsibility. Most recently, for example, the Company organised training sessions for the Supervisory Board on the specific features of corporate governance for a German partnership limited by shares (KGaA) and its declaration of conformity with the German Corporate Governance Code, and on the duties of the Supervisory Board and the Audit Committee – dos and don’ts of Supervisory Board work. As in previous years, all members of the Supervisory Board were provided with a trade journal (including online content) for educational purposes.
Following preliminary consultations at the preceding meeting, on 24 July 2026 the Supervisory Board circulated and adopted the current Declaration of Conformity at the same time as the resolution on the Declaration of Conformity, which relates to the German Corporate Governance Code in the version dated 28 April 2022 (published in the Federal Gazette (Bundesanzeiger) on 27 June 2022). The full Declaration of Conformity is permanently available online at https://aktie.bvb.de/en/corporate-governance/statement-of-compliance/. Additional information and explanations can be found in the corporate governance declaration, which is also permanently published on the Company’s website.
Personnel matters
On 8 January 2024, Hans-Joachim Watzke, the then-Chairperson of the Management of Borussia Dortmund Geschäftsführungs-GmbH informed the Executive Committee of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH and the public (see ad hoc disclosure from the same date), that he would not be renewing his managing director service agreement, which was initially set to expire at the end of 2025, and would be stepping down as managing director in the autumn of 2025. As announced, Hans-Joachim Watzke stepped down from his position as Managing Director and Chairperson (CEO) at the Ordinary Members’ Meeting of Ballspielverein Borussia 09 e.V. Dortmund (the “Club”) on 23 November 2025, thereby fulfilling a requirement – as stipulated in the Club’s Articles of Association – to be nominated to serve as President of the Club. The members of the Club subsequently elected him to that office on 23 November 2025. The Supervisory Board was notified in full of this matter. At the same time, the Supervisory Board owes Hans-Joachim Watzke a debt of immense gratitude. In financial year 2004/2005, when the Club’s very existence was in jeopardy, not only did he bear primary responsibility for saving it from bankruptcy, but in the years that followed he helped shape a unique story of economic and sporting success marked by prestigious title wins and milestones in European club history. His steadfast nature, his ability to keep his word – a trait not always observed these days – and his tireless commitment have been the hallmarks of his work at Borussia Dortmund. The Supervisory Board is therefore delighted that Hans-Joachim Watzke will remain with Borussia Dortmund in his new role as President of a club that boasts one of the largest memberships in the world.
Following Hans-Joachim Watzke’s departure from the management, on 26 November 2025 the Executive Committee of the Advisory Board of Borussia Dortmund Geschäftsführungs-GmbH appointed Mr Carsten Cramer as CEO and assigned him “Communications” and “Strategy” in addition to his existing “Marketing”, “Sales”, “Digitalisation” and “Internationalisation” areas of responsibility. In addition, the management team comprising Carsten Cramer, Thomas Treß and Lars Ricken was expanded to include Ms Svenja Schlenker. Since then, Svenja Schlenker has been responsible for “Human Resources” and “Girls’ and Women’s Football”. The Supervisory Board welcomes these personnel decisions and looks forward to continuing to work with the management.
The Supervisory Board would like to express its gratitude to the management, the Works Council and all employees for their enduring commitment and hard work.
The Supervisory Board also wishes to thank Borussia Dortmund’s business partners, shareholders and fans for their trust.
Dortmund, 28 September 2026
The Supervisory Board
Silke Seidel
Chairperson of the Supervisory Board