Capital structure
Share capital
As of 31 March 2026, the ordinary share capital of Sonova Holding AG was CHF 2,981,340.45 fully paid up and divided into 59,626,809 registered shares with a par value of CHF 0.05 each.
Sonova Holding AG has issued neither participation certificates nor profit-sharing certificates.
With the exception of the treasury shares held by the company itself, each share entitles the holder to one vote at the Annual General Shareholdersʼ Meeting and equal rights to dividends. As of 31 March 2026, the company held 222,207 treasury shares (18,825 in the previous year).
More information on the share capital can be found in Art. 3 of the Articles of Association.
Conditional share capital and capital range
Conditional share capital
The conditional share capital may be increased by a maximum amount of CHF 266,106.65 by issuing 5,322,133 registered shares with a par value of CHF 0.05 per share, which equates to 8.92% of the existing share capital. Out of this conditional share capital, an amount of CHF 101,050.65 (equivalent to 2,021,013 registered shares) may be used for distribution to key employees of the Sonova Group through an equity participation program, under the exclusion of the subscription rights of shareholders. In addition, the amount of CHF 165,056 (equivalent to 3,301,120 registered shares) may be used for exercising option and conversion rights granted in connection with bonds or similar debt instruments issued by the company. The subscription rights of shareholders are excluded. The advance subscription rights of shareholders may be excluded if such bonds are issued to finance the acquisition of companies, parts of companies, or shareholdings.
More information on the conditional share capital can be found in Art. 4 of the Articles of Association.
Capital range
Sonova Holding AG has a capital range of 10% of the share capital from CHF 2,683,206.45 (lower limit) to CHF 3,279,474.45 (upper limit). The Board shall be authorized within the capital range to increase (by issuing up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) or to reduce the share capital (by cancelling up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) once or several times in amounts or to acquire or dispose of shares directly or indirectly at any time until 12 June 2028 or until an earlier expiry of the capital range. The capital increase or decrease may also be effectuated by increasing or reducing the nominal value of the existing registered shares. In certain events, as defined in Art. 5 of the Articles of Association, the Board is authorized to exclude or restrict the subscription rights of existing shareholders and allocate such rights to third parties, the company, or any of its group companies.
The Board did not make use of this authorization in the 2025/26 financial year.
More information on the capital range can be found in Art. 5 of the Articles of Association.
Limitations on exercising the conditional share capital and/or the capital range
If the conditional capital and/or the capital range is exercised and subscription or advance subscription rights are excluded or restricted, the total of the capital increase shall not exceed the amount of CHF 298,134 by issuing 5,962,680 registered shares, which corresponds to 9.99% of the currently issued share capital.
More information on the limitations of exercising the conditional share capital and/or the capital range can be found in Art. 6 of the Articles of Association.
Options
In the 2025/26 financial year, a total of 129,899 options and Stock Appreciation Rights (SARs) were granted as part of the Sonova Executive Equity Award Plan (EEAP). In the 2024/25 financial year, the number of options and SARs granted totaled 99,502. As of 31 March 2026, there were 793,425 options, performance options and SARs outstanding (compared with 773,724 in the previous year). Each of the options entitles the holder to purchase one registered share in Sonova Holding AG with a par value of CHF 0.05 at the respective exercise price and upon meeting certain performance criteria, while the SAR entitles the holder to receive a cash settlement equal to the option value. The EEAP is described in more detail in the Compensation Report and in Note 7.4 to the consolidated financial statements.
Convertible bonds
Sonova Holding AG has not issued any convertible bonds.
Changes in capital
As of 31 March 2026, and for the preceding four financial years, the share capital of Sonova Holding AG comprised the following (CHF amounts in this schedule are rounded up to whole numbers):
2026 | 2025 | 2024 | 2023 | 2022 | |||||||||||
Ordinary capital (in CHF) | 2,981,340 | 1) | 2,981,340 | 1) | 2,981,340 | 1) | 3,057,986 | 3) | 3,158,608 | 5) | |||||
Total shares | 59,626,809 | 59,626,809 | 59,626,809 | 61,159,719 | 63,172,157 | ||||||||||
Difference in ordinary capital compared to the prior financial year (in CHF) | (76,645) | (76,645) | (76,645) | (100,622) | (61,299) | ||||||||||
Capital range (in CHF) | |||||||||||||||
lower limit upper limit | 2,683,206 | 2,683,206 | 2,683,206 | n.a. | n.a. | ||||||||||
3,279,474 | 3,279,474 | 3,279,474 | n.a. | n.a. | |||||||||||
equals cancellation / issuing of up to shares | 5,962,680 | 5,962,680 | 5,962,680 | n.a. | n.a. | ||||||||||
Authorized share capital (in CHF) | n.a. | 2) | n.a. | 2) | n.a. | 2) | 305,799 | 4) | 321,991 | 6) | |||||
Authorized shares | n.a. | 2) | n.a. | 2) | n.a. | 2) | 6,115,971 | 4) | 6,439,813 | 6) | |||||
Conditional capital (in CHF) | 266,108 | 266,108 | 266,108 | 266,108 | 266,108 | ||||||||||
equals issuing of up to shares | 5,322,133 | 5,322,133 | 5,322,133 | 5,322,133 | 5,322,133 |
1)The 2023 AGM approved a reduction of the share capital by CHF 76,645.50 through the cancellation of 1,532,910 registered shares. This capital reduction was the result of the share buyback program of 2022-2025, announced on 14 April 2022, under which the company repurchased 1,532,910 registered shares between 19 April 2022, and 31 March 2023.
2)The introduction of the capital range was resolved by the 2023 AGM and replaced the authorized capital (for details see the section capital range above).
3)The 2022 AGM approved a reduction of the share capital by CHF 100,621.90 through the cancellation of 2,012,438 registered shares. This capital reduction was the result of the share buyback program announced on 18 May 2021, under which the company repurchased 2,012,438 registered shares between 4 June 2021, and 28 March 2022.
4)The 2022 AGM approved the creation of authorized capital of CHF 305,798.55 allowing for the issuance of up to 6,115,971 registered shares until 15 June 2024.
5)The 2021 AGM approved a reduction of the share capital by CHF 61,299.00 through the cancellation of 1,225,980 registered shares. This capital reduction was the result of the share buyback program announced on 31 August 2018, under which the company repurchased a total of 1,843,090 registered shares between 1 April 2019, and 31 March 2021.
6)The 2020 AGM approved the creation of authorized capital of CHF 321,990.65 allowing for the issuance of up to 6,439,813 registered shares until 11 June 2022.
Share buyback program 2022 – 2025
On 14 April 2022, Sonova announced a share buyback program for the purpose of a capital reduction which commenced on 19 April 2022. Under the program, Sonova was authorized to buy back shares with a total value of up to CHF 1.5 billion. The program ended on 18 April 2025. No shares were bought back during the 2025/26 financial year.
Limitations on transferability and nominee registrations
Limitations on transferability for each share category
To be recognized as a shareholder with full voting rights, the acquirer of shares must submit a written application for registration in the share register. The company may refuse registration in the share register if applicants do not explicitly declare that they have acquired and will hold the shares in their own name and for their own account. The company may further refuse entry of the acquirer as a shareholder or usufructuary with a voting right to the extent that the shares held would exceed 5% of the overall number of shares shown in the Commercial Register (Art. 8 para. 6 of the Articles of Association). Linked parties are considered as one person. This registration restriction does not apply to the founding shareholders. The Board may grant exceptions where there is justified cause, in which case no special quorum is required.
More information on the limitations on transferability and registrations can be found in Art. 8 of the Articles of Association.
Exceptions granted in the year under review
No exceptions were granted by the Board during the reporting period.
Admissibility of nominee registrations
The Board can issue regulations specifying the conditions under which trustees/nominees are recognized as shareholders with voting rights (Art. 8 para. 5 of the Articles of Association).
Procedure and conditions for cancelling statutory privileges and limitations on transferability
A resolution of the General Shareholdersʼ Meeting approved by a relative majority of the votes cast is sufficient for cancellation or relaxation of the provisions for restricting the transferability of shares (Art. 15 para. 5 of the Articles of Association).