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Annual Report 2025
Expert AI
When you have to be right
Wolters Kluwer 2025 Annual Report
1
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Governance
Sustainability statements Financial statements Other information
Strategic report
Strategic report
4 Wolters Kluwer at a glance
6 Investment case
7 Chief Executive Officer Q&A
9 Strategy and business model
15 2026 Outlook
16 Organization
17 Executive team
19 Health
23 Tax & Accounting
27 Financial & Corporate Compliance
31 Legal & Regulatory
35 Corporate Performance & ESG
39 Group financial review
Governance
46 Corporate governance
51 Risk management
62 Statements by the Executive Board
63 Executive Board
64 Supervisory Board
66 Report of the Supervisory Board
72 Remuneration report
Sustainability statements
92 Sustainability at Wolters Kluwer
93 Sustainability at a glance
94 General disclosures
106 Environmental disclosures
119 Social disclosures
136 Governance disclosures
140 Reference table
142 List of data points that derive from other EU legislation
144 EU Taxonomy
Financial statements
148 2025 Financial statements
149 Consolidated financial statements
153 Notes to the consolidated financial statements
209 Company financial statements
211 Notes to the company financial statements
Other information
218 Independent auditor’s report
225 Limited assurance report of the independent
auditor on the sustainability statements
227 Articles of Association Provisions Governing Profit Appropriation
228 Wolters Kluwer shares and bonds
232 Five-year key figures
233 Glossary
234 Contact information
→ See Strategy and business model for management’s priorities
→ Visit our investor site www.wolterskluwer.com/en/investors
Wolters Kluwer 2025 Annual Report
2
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We provide AI-powered information
solutions, software, and services for
professionals in healthcare, tax and
accounting, financial and corporate
compliance, legal and regulatory, and
corporate performance and ESG.
Governance
Sustainability statements Financial statements Other information
Strategic report
Wolters Kluwer 2025 Annual Report
3
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Strategic report
4 Wolters Kluwer at a glance
6 Investment case
7 Chief Executive Officer Q&A
9 Strategy and business model
15 2026 Outlook
16 Organization
17 Executive team
19 Health
23 Tax & Accounting
27 Financial & Corporate Compliance
31 Legal & Regulatory
35 Corporate Performance & ESG
39 Group financial review
Strategic report Governance
Sustainability statements Financial statements Other information
Wolters Kluwer
at a glance
We help our customers make
critical decisions every day by
providing AI-powered expert
solutions that leverage our deep
domain knowledge, proprietary
content, and advancedtechnology.
21,100
employees worldwide
40+
countries from
which we operate
78
employee engagement
score (2024: 78)
75
employee belonging
score (2024: 75)
1.8%
adjusted gender pay-gap
ratio (2024: 3.1%)
SBTi validated emissions
reduction targets
Sustainability highlights 2025
63%
of revenues from
North America
180+
countries where
we serve customers
8 flagship offices
14 countries with
significant subsidiaries
Other markets served
Countries not served
Wolters Kluwer 2025 Annual Report
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Strategic report Governance
Sustainability statements Financial statements Other information
€6.1bn
total revenues
+6%
organic growth
83%
recurring revenue
+7%
recurring revenue
organic growth
70%
of digital revenues from
AI-powered solutions
Financial highlights 2025
27.5%
adjusted operating
profit margin
€5.29
diluted adjusted
earnings per share
€1.3bn
adjusted free cash flow
€1.7bn
returned to shareholders
18.0%
return on invested capital
At a glance continued
Nearly 70% of
digital revenues
from AI-powered
solutions
2,000
4,000
6,000
8,000
20252015
Digital
Services
Print
Revenues in millions (€)
0
300
600
900
1200
1500
202520242023202220212020
Software
Services
Adjusted free cash flow in millions (€)
1,348
1,276
1,164
1,220
1,010
907
0.00
1.00
2.00
3.00
4.00
5.00
6.00
202520242023202220212020
Software
Services
Diluted adjusted EPS in (€)
5.29
4.97
4.55
4.14
3.38
3.13
0
5
10
15
20
25
202520242023202220212020
Return on invested capital (%)
18.0
18.1
12.3
13.7
15.5
16.8
10
15
20
25
30
35
202520242023202220212020
Adjusted operating profit margin
(%)
27.5
27.1
24.4
25.3
26.1
26.4
0
2
4
6
8
202520242023202220212020
Organic revenue growth
(%)
5.6
5.8
5.8
6.2
5.7
1.7
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Strategic report Governance
Sustainability statements Financial statements Other information
Investment case
Market leader in
supporting mission-
critical professional
workflows
Supporting professionals
globally in their critical
decision-making in high-stakes
and regulated domains
Trusted brands; proprietary
expert content
Deep domain
expertise including
thousands
of the world’s experts
Strategic focus on
driving growth through
innovation including AI
Track record of leveraging
advanced technology and AI to
drive new value for customers
Investing
12-13%
of revenues into product
development each year
70% of digital revenues is
AI-powered
Defensive, high quality,
recurring and growing
revenues
83% of revenues from
subscriptions or other
recurring revenue streams
High renewal rates:
90%+
for most core solutions
and services
Integrated into professional
workflows and ecosystems
Attractive markets
offering opportunity
forvalue creation
andexpansion
AI creates new growth
opportunities
Cloud-based integrated
modular solutions enable
up-sell/cross-sell and
extensions
Shortage of professionals creates
opportunities to create value
through automation and other
productivity tools
Strong track record
ofshareholder returns;
disciplined capital
allocation
Maintain net-debt-to EBITDA
within 1.5x-2.5x
Multi-year
track record
of improving adjusted
operating profit margin
andROIC
Continuous operational
excellence integral to strategy
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Strategic report Governance Sustainability statements Financial statements Other information
Chief Executive
Officer Q&A
Q: Nancy, congratulations on your retirement and on turning
Wolters Kluwer into an AI-powered expert solutions company.
How has the CEO handover gone?
Nancy McKinstry: Both Stacey and I are pleased with the
transition. We followed an orderly process as agreed with the
Supervisory Board. After Stacey was appointed to the Executive
Board at the AGM in May 2025, she took the lead in our annual
strategic planning process and spent the following months
working with colleagues across our organization, meeting
variousstakeholders, and determining her priorities.
Stacey Caywood: From my perspective, the process could not
have been better. It gave me time to get to know the parts of the
business I was less familiar with and get fresh perspectives from
customers, colleagues, investors, and other stakeholders.
Q: How do you both view 2025 financial results?
Nancy McKinstry: We delivered on the financial guidance we
setout at the start of the year. Organic growth was 6%, in line
with the prior year, with all five divisions performing largely
asexpected. The adjusted operating profit margin was 27.5%,
atthetop end of our guidance range. Constant currency growth
in diluted adjusted earnings per share was 9%, at the upper
endofour guidance, which we had raised in July 2025. Adjusted
free cash flow increased 10% in constant currencies, exceeding
our guidance. Among the highlights of 2025 was the fact that
recurring revenues, which make up 83% of total revenues, grew
7% organically, which helped offset last year’s headwinds for
non-recurring revenues.
Stacey Caywood: An important milestone was that we released
our Expert AI capabilities into several important solutions, such
as UpToDate Expert AI and CCH Axcess Intelligence. These Expert
AI solutions integrate our trusted content and software with
proprietary generative and agentic AI technology, providing
customers secure and reliable solutions, significant time savings,
and improved outcomes.
Another highlight was that our 2025 acquisitions performed very
well, better than we expected. RASi and Brightflag provide new
opportunities to drive growth in the mid-size corporate segment
for, respectively, registered agent services and enterprise legal
management. At the end of 2025, we acquired German legal AI
provider Libra; within weeks of the acquisition, we had integrated
and launched this powerful AI workspace technology with our
market-leading, content-rich legal research solutions in Europe.
Expanding into the AI-powered workspace adjacency is an
exciting opportunity for our Legal & Regulatory division.
Q: Investment in innovation has long been a priority for the
company. Will this continue?
Nancy McKinstry: When I became CEO, we stepped up product
development spending to about 8% of revenues. Over the years,
we increased it to 11% of revenues. This consistent investment
over many years provided Wolters Kluwer with a continuous
pipeline of product innovation and a strong technology
foundation into which we have been embedding AI. We were
early to move to the cloud and to adopt open integration
architecture, which is paying dividends today.
Stacey Caywood: Investment in continuous product development
and innovation is critical to delivering for our customers and to
driving growth. As we announced with our 2025 results, we plan
to increase annual product development spending to 12-13% of
revenues in 2026 and beyond, while still expanding our overall
adjusted operating profit margin.
Nancy McKinstry
CEO and Chair of the Executive
Board, Wolters Kluwer
September 2003 – February 2026
Stacey Caywood
Designated CEO and Chair of the
Executive Board, Wolters Kluwer
Stacey Caywood succeeds Nancy McKinstry in 2026. Stacey brings an
impressive track record of transforming and growing businesses through
innovation, portfolio management, and commercial execution. Here are
their thoughts on 2025 results and near-term priorities.
Wolters Kluwer 2025 Annual Report
7
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Strategic report Governance Sustainability statements Financial statements Other information
→ Read about our AI-enablement platform (“FAB”) in Strategy
and business model
→ Read the Investment case
Q: Talk of AI disruption has had an impact on the valuations
ofyour sector. How are you positioned vis-a-vis the pure AI
players in general and specifically in the healthcare market?
Stacey Caywood: By its very nature, our industry sees technology
innovation cycles. With each wave of new technologies, we have
taken the opportunity to deliver more value to customers. What has
always differentiated our business and stood the test of time, is our
high quality, proprietary content and our deep domain expertise.
Looking at healthcare, UpToDate Expert AI is very differentiated
from the pure AI players because it is grounded in our proprietary
and trusted medical evidence, produced by doctors for doctors.
It has our patent-pending Expert AI technology, which keeps
domain experts in the loop and performs much better than
general-purpose AI models that lack content or domain
knowledge. Like most of our solutions, UpToDate is used for
high-stakes decisions, when you have to be right; UpToDate
Expert AI, along with our integrated drug data, local guidelines,
and patient education content, is the professional-grade AI
thathealth systems need. In the space of a few months, a third
ofour large health system customers, together representing
some 1,600 hospitals, have signed up to take Expert AI, and we
are successful in passing their rigorous governance reviews.
Q: Nancy, what are your main reflections on your time as CEO?
Nancy McKinstry: It’s been a privilege to lead this company.
Iamimmensely proud of all the people who worked to achieve
the complete transformation of the business. Wolters Kluwer has
tremendous product platforms, market positions, and technology
capabilities that position the company well. Today, nearly 70%
ofour digital revenues are from AI-powered solutions, and we
are exceptionally well positioned to pursue future growth
opportunities. We are all delighted to have such a strong,
well-rounded leader and innovator as Stacey Caywood to take
the helm.
Q: Stacey, you have set out your near-term strategic priorities.
Could you elaborate on those?
Stacy Caywood: My immediate priorities, as we execute our
three-year strategic plan, are, one, to accelerate our AI product
roadmaps; two, to foster strategic partnerships; and three, to
build our commercial capabilities. We have already made
significant progress in accelerating the pace of development
andhave embedded generative AI features into most of our
solutions. In 2026, we will be launching additional advanced
andagentic AI use cases across our portfolio. Our AI-enablement
platform, built by our central technology team, is being leveraged
across the group and is key to accelerating the pace and scale of
AI deployment.
With regard to partnerships, we are actively pursuing
opportunities which enable us to play an even bigger role
inourprofessionals’ end-to-end workflows and extend our
market reach. And, to build on our commercial capabilities, we
are intensifying our go-to-market approach to optimize value
capture using data-driven, scalable sales and revenue processes.
All this will require investment, but we are committed to funding
this internally while maintaining our track record of advancing
the group’s adjusted operating profit margin.
Q: How has 2026 started and what is the outlook?
Stacey Caywood: The year has started well, reflecting good
renewals and new sales in the second half of 2025. We expect
another year of good organic growth and high single-digit
growthin diluted adjusted EPS in constant currencies this year.
Importantly, we expect the full-year adjusted operating profit
margin to increase while we simultaneously increase product
development spending to 12-13% of revenues in 2026 and beyond
to further advance our AI strategy. I am excited to lead Wolters
Kluwer at this time of opportunity and want to thank customers,
employees, and shareholders for their engagement and support
as we execute the strategy.
Nancy McKinstry
CEO and Chair oftheExecutive Board, Wolters Kluwer
September 2003 – February 2026
Stacey Caywood
Designated CEO and Chair oftheExecutive Board, Wolters Kluwer
Chief Executive Officer Q&A continued
Organic growth Expert solutions
6% 7%
organic revenue growth
(6% in 2024)
organic revenue growth
(7% in 2024)
Cloud growth AI-powered
15% 70%
organic growth in cloud
software revenues
(16% in 2024)
of digital revenues is from
AI-powered solutions
Employee
engagement
Employee
belonging score
78 75
(78 in 2024) (75 in 2024)
Wolters Kluwer 2025 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information
70%
Nearly 70% of 2025 digital revenues were
from AI-powered solutions
Our mission
Wolters Kluwer is a global provider of information solutions,
software, and services for professionals in the fields of health,
taxand accounting, financial and corporate compliance, legal
andregulatory, and corporate performance and ESG. Everyday,
our customers and end-users face the challenge of increasing
volume, change, and complexity of information orregulations
and the pressure to deliver better outcomes at lower cost.
Our mission is to empower our professional customers with
theinformation solutions, software, and services they need
tomake critical decisions, achieve successful outcomes, and
increase productivity. Our purpose is to deliver impact when
itmatters most. Our customers make decisions that impact
thelives of millions of people and influence the outcomes of
thousands of enterprises, thereby contributing to society. Our
solutions help protectpeople’s health, prosperity, and safety,
and help build better businesses.
Strategy
Our objective is to create sustainable long-term value and to
driveprofitable revenue growth by providing trusted, AI-powered
expert solutions andservices that deliver increased productivity
and improved outcomes for professionals.
Our strategy is centered on driving organic growth through
continuous investment in product innovation designed to create
value for customers, increase our role in customer workflows,
and extend into adjacencies. Productinnovation is critical to
organic growth, competitive strength, and value creation. For
over 20 years, we have consistently invested in developing new
and enhanced products to solve customer challenges. In each
ofthe last three years, we have reinvested 11% of group revenues
into product development, including capital expenditure and
operating expenses.
We supplement organic growth by making selected acquisitions
that enhance our value and market positions. Acquisitions must
fit our strategy, strengthen or extend our existing business,
generally be accretive to diluted adjusted EPS in their first full
year, and, when integrated, deliver a return on invested capital
above a weighted-average cost ofcapital (8%) within three to five
years. In some cases, acquisitions can be dilutive to margins and
ROIC in the early years. We regularly review our portfolio of
businesses and may divest products or businesses in support
ofour long-term strategy.
Strategic plan 2025-2027
In early 2025, we announced our strategic plan 2025-2027, the
three main elements of which are:
Scale expert solutions: We aim to grow our expert solutions
andour advanced digital information solutions, by driving
penetration of cloud-based, modular platforms, powered by AI
and integrated into customer data and ecosystems. We seek to
enhance customer workflows by AI and by harnessing content
and data.
Accelerate growth: We are pursuing high-growth adjacencies with
a build, buy, or partner approach. Our innovation focuses on
advancing customer productivity and outcomes. We are actively
fostering partnerships to be able to extend along the workflow
and into higher growth adjacencies.
Strategy and
business model
We provide trusted, AI-powered expert solutions andservices that deliver
increased productivity and improved outcomes for professionals.
Wolters Kluwer 2025 Annual Report
9
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Strategic report Governance
Sustainability statements Financial statements Other information
Strategic plan 2025-2027
AI-powered expert solutions strategy will deliver improving
organic growth, margins, and returns.
Scale expert solutions
• Drive penetration of cloud-based modular platforms, powered by AI and
integrated into customer data and ecosystems
• Enhance customer workflows with AI to accelerate productivity benefits
• Harness content and data to deliver enhanced value and actionable insights
forcustomers
Accelerate growth
• Pursue high-growth adjacencies with a build, buy, or partner approach
• Innovate to advance customer productivity andoutcomes
• Pursue additional partnerships to extend along the workflow and into
high-growth adjacencies
Evolve capabilities
• Invest in sales operations to elevate our go-to-market capabilities and
sales effectiveness
• Embrace AI to advance operational performance
• Foster a great place to work and best-in-class sustainability performance
Evolve capabilities: We are investing in sales operations to
elevate our go-to-market capabilities and sales effectiveness.
Weare embracing AI and other technologies to drive operational
performance. And, we foster a great place to work and best-in-
class sustainability performance.
Near-term strategic priorities
Our Designated CEO, Stacey Caywood, has set out three
immediate strategic priorities. We plan to increase our annual
investment in product development to 12-13% of revenues in
2026 and beyond, while simultaneously continuing our track
record of driving adjusted operating profit margin increases.
Accelerate AI roadmaps: We are focused on accelerating the
paceof innovation. Our “FAB” AI-enablement platform is
alreadyallowing product development teams to speed up our
development cycles. The adoption of AI tools such as GitHub
Copilot is increasing developer productivity.
Foster and scale partnerships: We are stepping up efforts to
develop strategic partnerships. Partnerships create further
opportunities to play an expanded role in our customers’
workflow and ecosystems and are important in some markets
todeliver end-to-end solutions.
Intensify go-to-market: A key area of focus is building on our
go-to-market capabilities. We are investing in sales operations
tosupport sales teams with data, technology, training, and
insights they need to capture revenue opportunities.
Best-in-class sustainability
We are recognized with and strive to maintain top ratings
fromMSCI, Morningstar Sustainalytics, and other ESG ratings
providers. We have retained the highest MSCI ESG rating of AAA
for seven consecutive years. Our ESG risk rating from Morningstar
Sustainalytics qualifies Wolters Kluwer as top-rated in the
Software & Services sector.
→ See Strategy, business model, and value chain (SBM-1) in the
Sustainability statements
Strategy and business model continued
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Strategic report Governance
Sustainability statements Financial statements Other information
Our business model
We help our professional customers make critical decisions every
day by providing expert solutions that combine deep domain
knowledge with artificial intelligence and other advanced
technologies and services. Our products are used by
professionals in over 180 countries across a range of market
segments addressed through our five customer-facing divisions.
An increasing share of our revenues is generated by AI-powered
modular platforms that integrate with customer data and
ecosystems. These cloud-based platforms provide a seamless
customer experience that can deliver insights and automate
workflows by leveraging multiple data sets, including our
proprietary content, customer data, and primary sources.
Long-term customer relationships
We have long-term customer relationships that form the key
foundation of our business. We work closely with our customers
to continually innovate and deliver improved outcomes and
productivity. Through this interactive process, we have developed
our AI-powered solutions, and as a result, customer demand and
adoption are high.
We measure customer satisfaction primarily by tracking customer
retention rates, subscription renewal rates, and net promoter
scores (NPS). For our established expert solutions and other
leading subscription-based digital information products and
services, we strive to maintain or achieve product renewal rates
of 90% or better and a top three NPSscore. In 2025, renewal rates
for our largest subscription-based expert solutions and
subscription-based services remained above 90%. Net promoter
scores for the majority of our top products and services were
maintained or improved.
Recurring revenue model with high renewal rates
Our revenues are primarily recurring in nature, based on
subscriptions to information solutions, software, and services.
Recurring revenues include cloud software subscription
revenue,on-premise software maintenance fees, and other
renewal revenues.
In 2025, 83% of our total revenues were recurring (2024:82%).
Most of our recent acquisitions have revenue models that
areatleast 90% recurring in nature. Alongside recurring
revenues, we derive revenues from software licenses,
implementation andtraining services, transactional fees,
orother non-recurring revenues.
Skilled and engaged workforce
We value our talent and aim to promote an innovative, inclusive,
and customer-focused culture. We employ over 21,000 talented
and motivated individuals around the world. More than half of
our annual operating costs relate to our employees, who
create,develop and maintain, sell, implement, and support our
solutions and serveour customers. We have well-established
programs inplace designed to attract, develop, and retain talent
globally. These include training and skills development, a
comprehensive well-being program, and career development
processes for all employees worldwide. We monitor our human
capital performance in multiple ways.
In 2025, our employee turnover rate increased to 10.5% (2024:
9.5%), mainly reflecting an increase in non-voluntary turnover.
Voluntary turnover was 6.8% (2024: 6.6%), despite the highly
competitive nature of talent markets globally, especially for
technology and AI skills.
Our employee engagement and belonging scores, measured by
an independent third party, Microsoft Glint, were stable in 2025
atrespectively 78 and 75. The Glint Top 25% benchmarks were
also stable. Our long-term objective for both engagement and
belonging is to reach the Glint Top 25% benchmark. A target
forthe belonging score has been included in management
remuneration (STIP) for the past four years and will again be
included in 2026.
→ See Business conduct policies and corporate culture (G1-1) in
Sustainability statements
Spotlight
Expert AI
Expert AI refers to the generative and agentic AI embedded in
Wolters Kluwer solutions, delivering expert-validated insights
and faster workflows. Grounded in our proprietary content
and supported by “expert-in-the-loop” oversight, it ensures
accuracy, reliability, and transparency.
Health:
• UpToDate Expert AI: clinical decision support
• Lippincott CoursePoint+ with Expert AI: study support for
nursing students
Tax & Accounting:
• CCH Axcess™ Expert AI, including Intelligence, Client
Collaboration, and Audit Suite, embeds AI across tax, audit,
and firm management workflows
Financial & Corporate Compliance:
• Compliance Intelligence powered by Expert AI: regulatory
change and obligation management for financial firms
Legal & Regulatory:
• VitalLaw® Expert AI: legal research and workflow support
• Legisway Expert AI: contract lifecycle and legal entity
management
• Kleos Expert AI: legal practice management
Corporate Performance & ESG:
• CCH® Tagetik Intelligent Platform, powered by Expert AI:
financial performance management
• TeamMate+ AI Editor: audit documentation and reporting
support
Strategy and business model continued
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Carefully selected suppliers and partners
Approximately 41% of our annual operating costs relate to
third-party suppliers and partners. Our business units and
central functions work closely with thousands of suppliers and
partners globally who provide content, technology, goods, and
services that support our product offerings and our operations.
We set high standards when selecting and managing third-party
providers. Our Global Business Services (GBS) function is
responsible for sourcing, due diligence, assessment, and
monitoring of technology providers and most other categories
ofsuppliers. GBS due diligence processes include security, data
privacy, business continuity, and other risk assessments.
→ For supply chain risks, see Risk management
→ For supplier emissions, see Sustainability statements
Inputs and outputs 2025
Go-to-market
Our solutions and services are generally sold by our own sales
teams or through selected distribution partners. Our sales forces
are specialized by market segment and product groups. For
certain software products, we work with a range of third-party
distribution and implementation partners. We also go to market
through telesales, e-commerce, and other digital distribution
channels.
Continuous investment in innovation
Product innovation is a critical driver of organic growth, customer
satisfaction, competitive strength, and value creation. In each
ofthe last three years, we have reinvested 11% of revenues
intoproduct development, including capital expenditure and
operating expenses. We also innovate around internal processes.
Ourcentral product development team, the Digital eXperience
Group (DXG), supports all five divisions and enables faster
innovation, standardization of technology, and sharing of
bestpractice. DXG works closely with product managers and
customers to build new features, modules, and platforms. DXG
uses a customer-centric, contextual design process to develop
solutions based on the scaled agile framework. DXG currently
hassix core centers of excellence: artificial intelligence; user
experience; architecture and asset reuse; quality engineering;
application security and privacy; and IP and patents.
Ourtechnology architecture is increasingly based on globally
scalable, cloud-native platforms that use standardized
components. Newsolutions are built cloud-first. The DXG team
gained a 15%+ increase in code development productivity by
using AI tools internally.
We measure innovation by monitoring product development
spending and progress against product roadmaps. Wetrack
submissions to our internal innovation competitions and our
success in innovation-oriented industry awards and rankings.
For more than 10 years we have been deploying natural language
processing (NLP), machine learning (ML), deep learning (DL),
robotic process automation (RPA), digital twins, and virtual
assistants (bots) into our solutions. In 2025, nearly 70% of our
digital revenues were from AI-powered solutions.
Spotlight
“Expert-in-the-loop”
Our patent-pending approach to generative and agentic
AIdevelopment is based on leveraging human professional
judgement and intelligence to train and validate our AI
systems to ensure safe and reliable answers or outcomes. We
call this “expert-in-the-loop”. Throughout our history, we have
employed internal and external domain experts tocreate and
maintain our proprietary content and to provide the deep
domain knowledge that underpins ourprofessional workflow
solutions. Today, they also playacritical role working with
software engineers and productmanagers to train and verify
the outcomes of our AI technology.
Our enterprise- and professional-grade solutions are co-
developed with thousands of domain experts:
Health: 7,600 clinicians; 100+ medical and nursing editors
Tax & Accounting: 800+ tax analysts globally
Financial & Corporate Compliance: 200+ experts in U.S.
banking regulations, including attorneys and former
regulators
Legal & Regulatory: 500+ in-house legal domain experts,
collaborating with 35,000 external legal authors
Corporate Performance & ESG: 350+ in-house experts in EHS &
ESG, financial reporting, audit, and sustainability
Strategy and business model continued
Human capital
• Efforts, skills, and talent
contributed by 21,050
employees (average FTEs)
Technology & IP
• Global brand
• Software and content IP
Suppliers & partners
• Services, content, and
goods supplied by
thousands of select
vendors and partners
Financial capital
• €0.8bn equity capital
• €5.0bn gross debt capital
Natural resources
• Energy consumption
along ourvalue chain
Inputs Outputs
Customers
• €6.1bn revenues from
solutions that enable
effective and efficient
decision-making
Employees
• €2.5bn in salaries andother
benefits
• Skills and career
development
Suppliers & partners
• €2.0bn operating costs for
third-party content, goods,
and services
Investors
• (44%) total shareholder
return incl. dividend
• €72m net interest paid to
bondholders and banks
Society
• €1.1bn total tax contribution,
incl. €358m income tax
• Products that protect
health and prosperity
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Current innovation focused on generative and agentic AI
In 2025, product development spending, including operating
expenses and capital expenditures, was approximately
€650million. Significant progress was made in 2025 in embedding
our proprietary Expert AI capabilities into our solutions,
leveraging generative and agentic AI technologies. A selection
ofExpert AI-powered solutions is shown in the Expert AI
spotlight on page 11.
In 2025, DXG engineering teams began reaping the benefits of
ourAI-enablement platform (FAB) and of more widespread use
ofAI for software coding and testing. Development cycles have
shortened and productivity has risen.
Product development spend 2025 2024 2023
% of revenues 11% 11% 11%
€ millions, approx. 650 660 615
Culture of innovation
We help encourage a culture of innovationand idea generation
through our annual Global Innovation Awards (GIA), which
recognizes teams who bring forward innovative product and
process ideas that can improve customer outcomes and
experiences, or transform our own internal operations. Each
year,hundreds of employees participate in the challenge, putting
their creativity to work in collaboration with colleagues. In 2025,
the Global Innovation Awards received over 560 submissions.
Eleven innovative ideas were selected as finalists, and, of these,
five were singled out for special recognition.
Global Innovation Awards 2025 2024 2023
Number of submissions 563 553 662
Number of finalists 11 13 14
Number of winners 5 6 6
For our software developers around the world, we organize an
annual coding competition, Code Games (CG), in which engineers
have two days to solve a coding challenge.
Responsible artificial intelligence
As a company that holds ethics and good governance in high
regard, we are committed to developing artificial intelligence
inan ethical and responsible manner. We have developed an
Artificial Intelligence Assurance Framework and Responsible
Artificial Intelligence Principles that incorporate key principles
such as privacy and security, transparency and explainability,
governance and accountability, fairness, non-discrimination,
andhuman-centeredness. The responsible AI framework and
principles lead us to embed good practices throughout the
design, development, use, and evaluation of AI-powered
solutions. We actively monitor legislative developments such
asthe EU Artificial Intelligence Act and ethics guidelines issued
by organizations and expert working groups to ensure we are
aware of evolving best practices in this area.
Spotlight
Proprietary “FAB” AI-
Enablement Platform
Foundation & Beyond (“FAB”) is Wolters Kluwer’s proprietary
AI-enablement platform developed in-house by DXG. FAB
enables rapid development of enterprise- and professional-
grade, trusted and secure AI seamlessly embedded into our
solutions. The multi-cloud platform provides developers with
standardized, reusable AI components, accelerating time-to-
market, driving scale and adaptability, and simplifying
AIgovernance. FAB development begins with high value
customer or internal use cases with clear ROI. Guardrails
areestablished at the earliest stage of design, ensuring
responsible and ethical use of AI.
FAB design is based on “model pluralism”, whereby the best
suited models (LLMs) are selected for a task within the
workflow. FAB design finetunes and grounds models using
ourtrusted and verified, proprietary content. Developers
canchoose from hundreds of reusable AI agents and can
runlean experiments in FAB’s low-friction environment for
orchestrating agents. Standard UX design patterns ensure
ourinterfaces are consistent and intuitive. The platform offers
astandard gateway to external systems (Bridge) which can
invoke APIs and agents, while remaining safe and well-
governed. Underpinning the FAB ecosystem is a suite of
proven GenAI productivity tools for developers. These tools
target the entire development lifecycle from design, to writing
code, testing and deployment, and significantly accelerate
delivery times.
Strategy and business model continued
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Cybersecurity
Customers rely on us to deliver our platforms and services safely
and reliably while safeguarding their data. We are committed to
protecting the personal and professional information of our
employees, customers, and partners.
We manage a global information security program built on
people, processes, and technology and designed to protect
ourorganization, products, and customers. The security program
has a three-tiered management structure. It is overseen by our
Security Council which is comprised of senior executives from
thefive divisions and functional areas. Our Chief Information
Security Officer is responsible for managing and monitoring
theoverall program. Our Technology Security Council (TSC)
implements initiatives and, together withdedicated taskforce
groups, drives global alignment to the program’s objectives.
We perform regular information security risk assessments to
assess and evaluate the effectiveness of the security program.
The program is assessed annually by an independent third
party,allowing us to measure our performance each year with
acybersecurity maturity score. Since 2020, the cybersecurity
maturity score has been based on the National Institute of
Standards and Technology, Cybersecurity Framework (NIST-CSF),
which is a risk-based model.
A target for our cybersecurity maturity score has been included
in Executive Board and senior management remuneration for the
past five years and will again be included in 2026. In 2025, our
cybersecurity maturity score was maintained at a high level.
Overthe five-year period since 2020, the indexed score has been
improved to 115.0 (2020 = 100.0).
→ For more information, see Remuneration report
We have a cross-functional global information security
incidentresponse team that promptly analyzes security
incidents, assesses the potential impact, determines if any
immediate risksexist, and takes prompt actions to mitigate
anyharm tothecompany. We maintain a written global
information security program of policies, procedures, and
controls aligned toNIST-CSF, ISO 27001, and other equivalent
standards. These govern the processing, storage, transmission,
and security of data.
We have achieved over 119 attestations and certifications forour
systems, applications, and services. Among many others, these
include attestations from the Health Information Trust Alliance
(HITRUST); the U.S. government Federal Risk and Authorization
Management Program (FedRAMP); and the Cloud Security Alliance
Security, Trust, Assurance, and Risk program (CSA STAR).
→ See Data privacy (company-specific) in Sustainability statements
Spotlight
Responsible AI Principles
Privacy and Security
Wolters Kluwer focuses on privacy and security as part of the
design, development, and deployment of AI in ourproducts
and services. We promote the creation of AIsystems that are
safe, secure, and reliable through our processes and procedures.
Transparency and Explainability
Wolters Kluwer aims to design and develop AI systems with
sufficient transparency and explainability to enable users to
understand and use the systems appropriately.
Governance and Accountability
Wolters Kluwer adheres to development standards and
processes that promote responsibility and accountability for
AIsystems and their outcomes. We address risk management
and issue remediation during design and development, as
well as after deployment.
Fairness and Non-discrimination
Wolters Kluwer recognizes the importance of treating people
fairly and without discrimination in the design and
development of AI products and services.
Human-Centeredness
Wolters Kluwer strives to create AI systems that are human-
centric, focused on solving business problems, and benefiting
our customers, while also considering the potential impact
they may have on society and our environment.
→ For insight into AI risks, see Risk management
Strategy and business model continued
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Our guidance for full-year 2026 is provided in the table below.
Weexpect another year of good organic growth, a further margin
increase, and high single-digit growth in diluted adjusted EPS in
constant currencies. We expect the full-year adjusted operating
profit margin to increase while we simultaneously increase
product development spending to 12-13% of revenues in 2026
tofurther advance our AI strategy.
Performance indicators 2026 guidance 2025 actual
Adjusted operating profit
margin* Approximately 28.0% 27.5%
Adjusted free cash flow** €1,300
-
1,350 million €1,348 million
ROIC* 18
-
19% 18.0%
Diluted adjusted EPS
growth**
High single
-
digit
growth 9%
* Guidance for adjusted operating profit margin and ROIC is in reporting
currencies and assumes an average EUR/USD rate in 2026 of €/$ 1.175.
** Guidance for adjusted free cash flow and diluted adjusted EPS is in
constant currencies (€/$ 1.13). Guidance reflects intended share
repurchases of €500 million in 2026.
In 2025, Wolters Kluwer generated nearly 65% of its revenues and
adjusted operating profit in North America. As a rule of thumb,
based on our 2025 currency profile, each 1 U.S. cent move in the
average €/$ exchange rate for the year causes an opposite
change of approximately 4.5 euro cents in diluted adjusted EPS.
Restructuring costs are included in adjusted operating profit.
Weexpect 2026 restructuring costs to be in the range of
€10-20 million (FY 2025: €37 million). We expect adjusted net
financing costs1 in constant currencies to increase to approximately
€110 million (FY 2025: €86 million). The benchmark tax rate
onadjusted pre-tax profits is expected to be in the range of
23.5%-24.5% (FY 2025: 23.6%). Capital expenditures are expected
to be in the range of 5.0%-6.0% of total revenues (FY 2025: 5.0%).
We expect the full-year 2026 cash conversion ratio to be within
95%-100% (FY 2025: 103%), due to higher capital expenditures
and lower working capital inflows.
Our guidance assumes no significant change to the scope of
operations. We may make further acquisitions or disposals which
can be dilutive to margins, earnings, and ROIC in the near term.
2026 Outlook
Our guidance for full-year 2026 is provided below. We expect another
year of good organic growth, a further margin increase, and high
single-digit growth in diluted adjusted EPS in constant currencies.
1
Adjusted net financing costs include lease interest charges.
2026 Outlook by division
Health: We expect full-year 2026 organic growth to be in line
with prior year (FY 2025: 5%).
Tax & Accounting: We expect full-year 2026 organic growth
tobe in line with prior year (FY 2025: 7%), with revenue
momentum picking up in the second half.
Financial & Corporate Compliance: We expect full-year 2026
organic growth to be ahead of prior year (FY 2025: 3%), with
momentum picking up in the second half.
Legal Regulatory: We expect full-year 2026 organic growth
tobe ahead of prior year (FY 2025: 5%). The first quarter 2026
faces a challenging comparable.
Corporate Performance & ESG: We expect full-year 2026
organic growth to be ahead of prior year (FY 2025: 7%).
Thefirst quarter faces a challenging comparable.
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Organization
Customer-facing divisions
Centralized product
development (DXG) and
business services (GBS)
Corporate
Performance & ESG
• EHS & ESG
• Corporate Performance,
Tax, Audit & Assurance
→ Read more on page 35
Executive Board & Corporate Office
Health
• Clinical Solutions
• Learning, Research &
Practice
→ Read more on page 19
Tax &
Accounting
• North America
• Europe & ROW
→ Read more on page 23
Financial &
Corporate Compliance
• Legal Services
• Financial Services
→ Read more on page 27
Legal &
Regulatory
• Legal Information
Solutions
• Legal Software
→ Read more on page 31
Digital eXperience Group (DXG) 5,600 FTEs
• Artificial Intelligence (AI)
• User/Customer experience (UX/CX)
• Architecture & Asset Reuse
• IP & Patents
• Quality Engineering
• Application Security and Privacy
Global Business Services (GBS) 1,200 FTEs
• Technology infrastructure
• Sourcing and procurement
• Operational excellence programs
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Executive team
Greg Samios CEO
Greg Samios was appointed CEO of
Wolters Kluwer Health in June 2025.
Prior to leading the division, Greg was Executive
Vice President of Clinical Effectiveness, the
largest unit within our Clinical Solutions group.
Greg joined Wolters Kluwer in 2014 and has
ledseveral business units at Wolters Kluwer,
including Health Learning, Research & Practice,
and the U.S. Legal & Regulatory business.
Greg holds an MBA from Duke University
FuquaSchool of Business and a BS and MS
inEngineering from the University of Rochester
in New York.
Jason Marx CEO
Jason Marx was appointed CEO of
Wolters Kluwer Tax & Accounting in 2023.
Prior to leading the global division, Jason was
President and CEO of Tax & Accounting North
America for seven years.
Before joining Wolters Kluwer in 2007, Jason
held executive leadership positions in the
banking and financial services industry.
Jason holds a BA in Economics from University
of Michigan and an MBA in Finance from DePaul
University.
Lisa Nelson CEO
Lisa Nelson was appointed CEO of
Wolters Kluwer Financial & Corporate
Compliance in March 2025.
Prior to joining Wolters Kluwer in March 2025,
Lisa held various positions leading global
businesses in the financial information and
solutions sector.
Lisa holds an MBA from the University of
St.Thomas Opus College of Business and a BA
in Business Administration from the University
of Minnesota in Duluth.
Martin O’Malley CEO
Martin O’Malley was appointed CEO of
WoltersKluwer Legal & Regulatory in 2020.
Prior to his appointment as divisional CEO,
Martin led the Benelux region of Legal &
Regulatory.
Prior to joining Wolters Kluwer in 2017, Martin
held various executive leadership positions in
the information services sector.
Martin holds an MBA from the Rotterdam School
of Management, Erasmus University, and a BS in
Engineering and Quality Management from the
Atlantic Technological University in Sligo,
Ireland.
Health Tax &
Accounting
Legal &
Regulatory
Financial &
Corporate Compliance
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Maria Montenegro CEO
Maria Montenegro was appointed CEO of
Wolters Kluwer Corporate Performance & ESG
inJanuary 2026.
Maria was previously Chief Strategy Officer for
Wolters Kluwer. She has nearly 10 years of
experience at McKinsey & Company.
Maria holds an MBA from Columbia Business
School and a BS in Management and Business
from the Católica Lisbon School of Business &
Economics.
Dennis Cahill CTO
Dennis Cahill is Chief Technology Officer of
Wolters Kluwer, having built and led the
WoltersKluwer centralized product
development team, Digital eXperience Group
(DXG).
Prior to joining Wolters Kluwer in 2010, Dennis
was Chief Technology Officer and Chief Product
Officer for News Corporation’s Dow Jones
financial information and news products.
Dennis holds a BS in Electrical and Computer
Engineering from the State University of New
York in Buffalo.
Andres Sadler CEO
Andres Sadler is CEO of Wolters Kluwer Global
Business Services (GBS) since 2015.
Prior to leading GBS, Andres was Senior Vice
President, Corporate Strategy at Wolters Kluwer.
Andres holds an MBA from the Harvard Business
School and a BS Computer Science from Tufts
University.
The Corporate Office sets the global strategic
direction for the company and ensures good
corporate governance.
Its mission is to provide an enabling business
and operating environment, to help realize our
strategy and deliver impact to our customers,
employees, investors, and society at large.
Executive team continued
Corporate
Performance &ESG
Digital
eXperience Group
Corporate
Office
Global
Business Services
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As AI reshapes healthcare, our
evidence-based solutions are helping
to optimize patient care and unlock
value for healthcare organizations.
Greg Samios
CEO, Wolters Kluwer Health
Business overview
Wolters Kluwer Health is a trusted market leader in developing
state-of-the-art GenAI and agentic solutions to drive better
patient care and health outcomes.
In Clinical Solutions, we harness advanced, AI-powered
technologies to help healthcare institutions, physicians, and
other practitioners to improve patient outcomes and safety,
reduce clinical variability, lower costs, ease administrative
burdens, optimize data use, and streamline clinical workflows.
In Learning, Research & Practice, by leveraging innovative
learning platforms and trusted clinical content, we help millions
of physicians, nurses, and healthcare professionals expand their
expertise, reduce knowledge gaps, and drive improved outcomes
across health systems.
Customers
Hospitals, healthcare
organizations, clinicians,
students, schools,libraries,
payers, life sciences, digital
health companies, and
pharmacies.
Top products
• Clinical Solutions:
UpToDate clinical
decision support, drug
data, and patient
education; Medi-Span
drug data; Sentri7;
Simplifi+; Health
Language
• Learning, Research &
Practice: Ovid health
research; Lippincott
nursing solutions,
medical books, and
journals
AI-powered solutions
to drive quality
health outcomes
Health
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Health continued
St. Luke’s enhances clinical decision-making with UpToDate® Expert AI
St. Luke’s University Health Network, a leading not-for-profit
network of hospitals and medical centers based in Pennsylvania
and New Jersey, was among the first to implement UpToDate
Expert AI, Wolters Kluwer’s GenAI-powered clinical decision
support solution. St. Luke’s had used UpToDate as a trusted
source for clinical guidance and adopted the GenAI version to
improve the speed and consistency of decision-making across
itscare teams. Clinicians now receive concise, context-aware
responses to clinical questions, enabling faster, more informed
decisions, improving efficiency at the point of care.
UpToDate Expert AI builds on the same expert foundation
asUpToDate, leveraging content developed and maintained
bymorethan 7,600 medical professionals. This ensures that
responses remain grounded in peer-reviewed, evidence-based
clinical knowledge.
The solution integrates with St. Luke’s electronic health
record(EHR) systems, minimizing workflow disruption
andsupporting centralized oversight. For administrators,
deployment was seamless, and the system is now being
scaledacross departments.
UpToDate Expert AI provides
the speed and power of GenAI
for reliable, trustworthy
medical answers while
enhancing enterprise
workflows.
Greg Samios
CEO, Wolters Kluwer Health
Customer case
UpToDate Expert AI
UpToDate® Enterprise
AI-powered enterprise platform providing clinical decision support, drug data, patient support, analytics,
and insights into the point-of-care workflow
Trusted proprietary
content
Market leading,
validated AI
Customer-centric
workflow and
analytics platforms
Broad integration
across customer &
product ecosystems
UpToDate
®
Enterprise
Unified content &
data
Advanced
Analytics
Local
Guidance &
Controls
Workflow
Integrations
UpToDate
Expert AI
Patient
Education
Drug
Information
Clinical Decision
Support
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Review of 2025 performance
• Organic growth 5%, led by Clinical Solutions up 7% organically.
• Learning, Research & Practice grew 3% organically, led by
nursing education solutions.
• Margin primarily reflects operational gearing, ongoing mix
shift, and efficiency programs.
Health revenues increased 5% in constant currencies and 5%
organically (FY 2024: 6%).
Adjusted operating profit increased 11% in constant currencies
and 10% on an organic basis. The margin increase reflects
operational gearing, ongoing mix shift, efficiency programs, and
the absence of one-time product write-offs incurred in 2024. IFRS
operating profit increased 9% overall, reflecting the increase in
adjusted operating profit and a decrease in amortization of
acquired identifiable intangible assets.
Clinical Solutions (57% of divisional revenues) delivered 7%
organic growth, in line with the prior year (FY 2024: 7%).
Organic growth was driven by good renewal rates for UpToDate
clinical decision support and drug data solutions by healthcare
institutions globally. By the end of 2025, most of our largest U.S.
institutional customers (enterprises) had been migrated to the
UpToDate Enterprise platform. Our new GenAI conversational
interface, UpToDate Expert AI, was commercially launched in
October 2025 and is seeing rapid adoption by our Enterprise
customers. We expanded our partnership with Abridge for
clinicalnote taking. Our clinical surveillance, compliance, and
terminology software solutions achieved good organic growth.
Learning, Research & Practice (43% of divisional revenues)
achieved 3% organic growth (FY 2024: 4%). Excluding print,
organic growth would have been 7% (2024: 5%). Our medical
research unit recorded 3% organic growth (FY 2024: 3%), despite
achallenging comparable relating to the New England Journal
ofMedicine reaching full scale digital distribution. Organic
growth in Ovid subscriptions and open access fees were partly
offset by declines in print subscriptions and advertising. In
learning and practice, organic revenue was 5% (FY 2024: 6%),
driven by continued strong performance in our nursing education
solutions, including Lippincott CoursePoint+ and Lippincott
Ready for NCLEX. In December, we added Expert AI capabilities
toCoursePoint+, adding AI-driven personalized improvement
plans. Across Learning, Research & Practice, print book revenues
declined 7% (FY 2024: 1% growth).
5%
organic growth
inrevenues
93%
recurring revenues
as % of division total
91%
digital revenues as %
of division total
Selected Awards 2025
• Wolters Kluwer Health named 2025
innovation and growth leader in
Clinical Decision Support Systems
by Frost & Sullivan
• Six Lippincott titles recognized
with American Journal of Nursing
Book of the Year Award
Health continued
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Health – Year ended December 31
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 1,596
1,584
+1% +5% +5%
Adjusted operating profit 512
480
+7% +11% +10%
Adjusted operating profit margin 32.1%
30.3%
Operating profit 480
440
+9%
Net capital expenditure 41
43
Ultimo FTEs 3,571
3,401
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
Health continued
2025 Revenues
by segment
Clinical Solutions 57%
Learning, Research &
Practice 43%
2025 Revenues
by type
Recurring 93%
Print books 3%
Other non-recurring 4%
2025 Revenues
by geographic market
North America 76%
Europe 9%
Asia Pacific & ROW 15%
2025 Revenues
by media format
Software 3%
Digital information
solutions* 88%
Services and print 9%
*incl. software-related services
Market trends
AI transforming clinical
research and educational
workflows
Continued demand for
solutions that address
clinician “burn-out”
Healthcare institutions
seeking cost efficiencies and
operational resilience amid
continuing budget pressure
Increased focus on patient
centered and personalized
care
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As we lead the agentic future, our
integrated solutions empower firms
to operate with greater intelligence,
efficiency, and impact.
Jason Marx
CEO, Tax & Accounting
Business overview
Wolters Kluwer Tax & Accounting enables professionals in tax
andaccounting firms of all sizes to grow, manage, and protect
their business and their clients’ businesses.
Our expert solutions support the automation of workflows
andenable collaboration, ultimately driving efficiencies and
better results.
In our Tax & Accounting businesses around the world, we serve
tax and accounting firms with AI-powered, cloud-based and
on-premise software suites, research solutions, and professional
services tosupport professional workflows, including
compliance, audit, and firm management.
Our customers also include businesses, government agencies,
and academia.
Customers
Accounting firms, tax and
auditing departments,
businesses of allsizes,
government agencies,
libraries, and universities.
Top products
• North America: CCH
Axcess, CCH ProSystem fx,
CCH Axcess Engagement,
CCH Axcess Workflow,
CCH AnswerConnect,
CCHiFirm
• Europe and ROW: A3
Software, ADDISON, CCH
iFirm, Genya, Twinfield,
Codabox
Tax &
Accounting
AI-powered, cloud-native
solutions to streamline
tax, audit, and accounting
processes
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Tax & Accounting continued
WebsterRogers enhances audit efficiency with CCH Axcess™ Engagement Pro
WebsterRogers LLP, a leading U.S. accounting and advisory firm
based in South Carolina, sought a solution to streamline its audit
processes and improve collaboration across teams. The firm
needed an end-to-end, cloud-based platform that could
eliminate inefficiencies caused by switching between multiple
systems while maintaining a proven audit methodology.
To meet these goals, WebsterRogers implemented CCH Axcess™
Engagement, CCH Axcess™ Knowledge Coach, and TeamMate®
Analytics. These integrated solutions provided a single-source
platform that enabled the firm to complete audits in the most
efficient way possible. By leveraging these tools, WebsterRogers
reduced time spent on manual processes, improved accuracy,
and enhanced team productivity.
Robert Tilton, CPA, Partner and Assurance Services Group Director
at WebsterRogers, shared:
“We chose CCH Axcess Engagement, CCH Axcess Knowledge
Coach, and TeamMate Analytics because we wanted something
that was end-to-end, cloud-based, and based on an audit
methodology that had been proven and peer-reviewed.
We felt CCH was the best option for that.”
With these solutions, WebsterRogers has strengthened its audit
capabilities, improved client service, and positioned itself for
continued success in a rapidly evolving industry.
We wanted something that was
end-to-end, cloud-based, and
based on an audit methodology
that had been proven and peer-
reviewed. We felt CCH was the best
option for that.
Robert Tilton, CPA
Partner and Assurance Services Group Director
Customer case
CCH Axcess
Trusted proprietary
content
CCH Axcess
™
Common client &
staff data
Tax Engagement
Knowledge
Coach
Validate
Workflow
Practice
Client
Collaboration
Document
Intelligence
Advisor
Tax
Research
Market leading,
validated AI
Customer-centric
workflow and
analytics platforms
Broad integration
across customer &
product ecosystems
CCH Axcess
Cloud-native platform that unifies tax, audit, and firm management workflows with embedded
intelligence and trusted AI
* Agentic AI module
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Review of 2025 performance
• Organic growth 7%, with continued strong growth in North
America and Europe.
• Recurring revenues rose 7% organically, led by 18% growth
incloud software.
• Margin increase reflects operational gearing and cost
efficiencies.
Tax & Accounting revenues increased 9% in constant currencies
and 7% on an organic basis (FY 2024: 7%). Adjusted operating
profit increased 16% in constant currencies and 14% organically.
The margin increase reflects operational gearing and cost
efficiencies.
IFRS operating profit increased 12%, reflecting the development
of adjusted operating profit and higher amortization of acquired
intangibles.
Tax & Accounting North America (58% of divisional revenues)
delivered 8% organic growth (FY 2024: 8%), driven by 19% organic
growth in our native cloud software suite, CCH Axcess. Firms
continue to migrate to the cloud platform and adopt additional
workflow modules. In October 2025, we launched several agentic
AI modules that provide significant productivity benefits to firms.
We enhanced our cloud-based audit suite, CCH Axcess Audit, with
Expert AI capabilities and other features. Organic growth in
outsourced professional services slowed against double-digit
organic growth in FY 2024. Our U.S. publishing unit delivered
solid single-digit organic growth, benefitting from strong print
book sales.
Tax & Accounting Europe (38% of divisional revenues) delivered
8% organic growth (FY 2024: 7%), with strong performances across
all regions. Organic growth was supported by 17% organic growth
in cloud and hybrid-cloud software solutions. Cloud-based
financial workflow and pre-accounting solutions (acquired from
Isabel Group in 2024) delivered strong double-digit growth in
2025. CCH iFirm, a global cloud-based practice management and
compliance software platform, was launched in the UK and
Scandinavia under local branding.
Tax & Accounting Asia Pacific and Rest of World (4% of divisional
revenues) revenues were broadly stable organically (FY 2024: 1%),
with growth in Australia and New Zealand offset by weakness in
China. In the fourth quarter, our tax research platform CCH
iKnowConnect added Expert AI capabilities.
Selected Awards 2025
• CCH AnswerConnect Expert AI
named one of the Top 2025 New
Products in Accounting Today
• CCH iFirm AML shortlisted in the
AccountingTech category at the UK
FinTech Awards
Tax & Accounting continued
7%
organic growth in
revenues
92%
recurring revenues
as % of division total
83%
software revenues as
% of division total
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Tax & Accounting – Year ended December 31
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 1,660
1,561
+6% +9% +7%
Adjusted operating profit 584
519
+13% +16% +14%
Adjusted operating profit margin 35.2%
33.2%
Operating profit 557
497
+12%
Net capital expenditure 71
68
Ultimo FTEs 6,790
7,159
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
Tax & Accounting continued
2025 Revenues
by segment
Tax & Accounting
North America 58%
Tax & Accounting
Europe 38%
Tax & Accounting
Asia Pacific & ROW 4%
2025 Revenues
by type
Recurring 92%
Print books 1%
Other non-recurring 7%
2025 Revenues
by geographic market
North America 58%
Europe 38%
Asia Pacific & ROW 4%
2025 Revenues
by media format
Software 83%
Digital information
solutions* 13%
Services and print 4%
*incl. software-related services
Market trends
Firms adopting cloud-based
and AI-powered solutions to
drive efficiencies and enable
higher value work
Complex and continuously
changing regulatory
landscape
Continuedshortage of
accounting professionals
driving technology adoption
Increasing digitization of
accountant/client
collaboration workflows
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We are focused on delivering
innovative expert solutions that
help our customers navigate
regulatory complexity with
confidence.
Lisa Nelson
CEO, Financial & Corporate Compliance
Financial &
Corporate
Compliance
Business overview
Wolters Kluwer Financial & Corporate Compliance (FCC) provides
financial institutions, corporations, small businesses, and law
firms with solutions that enable compliance with ever-changing
regulatory and legal obligations, improve efficiency, and help
achieve better business outcomes.
The division offers technology-enabled expert services and
software solutions focused on loan compliance, regulatory
compliance, legal entity management, and corporate
complianceservices.
In Legal Services, we provide corporations, small and mid-size
businesses, and law firms with the full set of legal entity
management andcorporate services, including business
licensingsolutions.
In Financial Services, we support banks, non-bank lenders,
creditunions, insurers, and securities firms of all sizes with
awide array of loan compliance and regulatory compliance
solutions, including lien solutions.
Customers
Corporations, mid-sized
and small businesses, law
firms, banks, non-bank
lenders, credit unions,
insurers, and securities
firms.
Top products
• Legal Services: CT
(Corporation Trust), RASi,
BizFilings
• Financial Services:
ComplianceOne, Expere,
eOriginal, GainsKeeper,
Lien Solutions, OneSumX
Expert compliance services
and solutions for financial
institutions, corporations
of all sizes, and law firms
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Construction firm achieves licensing compliance with CT (Corporation Trust)
A diversified equipment manufacturer and construction
companyengaged CT to address an urgent licensing challenge.
Inthe U.S., companies in the construction industry are required
to hold contractor licenses in each state where they operate.
These licenses typically designate a qualifying party – an
individual who meets specific regulatory requirements and
islegally accountable for the company’s licensed work. With
theirqualifying party set to retire at the end of the month
andmultiple licenses due to expire shortly after, the company
needed to quickly assess its licensing status across jurisdictions
and ensure continuity of operations.
CT conducted a comprehensive license audit across multiple
legal entities to identify where licenses were held, which ones
listed the outgoing qualifying party, and which had lapsed.
Giventhat each state has its own process for updating qualifying
parties, CT produced a tailored license assessment to map out
the necessary updates and reinstatements.
By leveraging its proprietary licensing database, CT delivered a
customized assessment on an accelerated timeline. This provided
the client with a clear, actionable roadmap to achieve
compliance across all relevant jurisdictions.
As a result, the company achieved full licensing compliance
ahead of the qualifying party’s departure. CT also facilitated the
reinstatement of lapsed licenses and ensured that all required
updates were completed, minimizing operational risk, and
enabling uninterrupted business continuity.
We are proud to help our
customers simplify compliance and
reduce risk in a rapidly changing
business environment.
Catherine Wolfe
EVP and GM, Legal Services (Corporate & Legal Compliance)
Customer case
CT (Corporation Trust)
Financial & Corporate Compliance continued
Operational
Scale*
Compliance
Management &
Transactions
Entity
Management/
Portals*
Partnerships*
Customer
Systems
Business
Licensing*
Registered
Agent &
Service
of Process
CT (Corporation Trust)
Technology-enabled provider of legal services and corporate compliance to businesses of all sizes
and law firms
* AI-enabled operations
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Review of 2025 performance
• Organic growth 3%, led by Legal Services.
• Recurring revenues grew 4% organically; non-recurring
revenues were broadly stable.
• Margin stable, supported by cost efficiencies.
Financial & Corporate Compliance revenues increased 5% in
constant currencies, including an initial contribution from RASi,
acquired March 13, 2025. As expected, organic growth slowed to
3% (FY 2024: 5% pro forma). Recurring revenues (68% of divisional
revenues) grew 4% organically (FY 2024: 6%), while non-recurring
revenues rose 1% (FY 2024: 3%).
The adjusted operating profit margin was broadly stable,
supported by cost efficiencies. IFRS operating profit included a
€232 million gain on the divestment of Finance, Risk & Regulatory
Reporting (FRR) on December 1, 2025, and higher acquisition-
related cost.
Our Legal Services group (55% of divisional revenues) delivered
4% organic growth (FY 2024: 7%). Recurring service subscriptions
grew 5% organically (FY 2024: 7%), while transactional revenues
grew 3% organically (FY 2024: 8%). As expected, the suspension
ofthe enforcement of the Corporate Transparency Act (CTA)
inMarch 2025 resulted in lower recurring and non-recurring
revenues from our beneficial ownership (BOI) reporting solution.
Other corporate transactions also remained subdued. Recently
acquired RASi delivered strong growth and expands our
opportunities in the mid-sized U.S. corporate market.
In Financial Services (45% of divisional revenues) organic
growthwas 1% (FY 2024: 2% pro forma). Recurring revenues
increased 3% organically (FY 2024: 5% pro forma), while non-
recurring revenues declined 2% (FY 2024: 2% pro forma decline).
Lien transactions declined while other lending transactions and
non-recurring revenues remained subdued. On December 1, 2025,
the divestment of Finance, Risk & Reporting unit was completed.
Selected Awards 2025
• Wolters Kluwer FCC named
category leader in Regulatory
Intelligence, eGRC, and Third-Party
Risk Management Soltuions by
Chartis
• OneSumX named Best RegTech
Solution in 2025 FinTech
Breakthrough Awards
Financial & Corporate Compliance continued
3%
organic growth in
revenues
68%
recurring revenues
as % of division total
50%
software revenues as
% of division total
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Financial & Corporate Compliance – Year ended December 31
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 1,239
1,228
+1% +5% +3%
Adjusted operating profit 437
433
+1% +5% +2%
Adjusted operating profit margin 35.2%
35.3%
Operating profit 625
398
+57%
Net capital expenditure 63
77
Ultimo FTEs 3,126
3,917
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
Financial & Corporate Compliance continued
2025 Revenues
by segment
Legal Services 55%
Financial Services 36%
FRR 9%
2025 Revenues
by type
Recurring 68%
Legal Services
transactional 18%
Financial Services
transactional 10%
Other non-recurring 4%
2025 Revenues
by geographic market
North America 91%
Europe 7%
Asia Pacific & ROW 2%
2025 Revenues
by media format
Software 50%
Digital information
solutions* 7%
Services and print 43%
*incl. software-related services
Market trends
Regulatory change and
uncertainty impacting
compliance priorities
Continued digitization of
banking and corporate
compliance workflows
Corporations and banks
continue seeking operational
efficiencies
Industry adopting AI to
enhance speed and improve
service levels
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Today’s legal professionals require
AI-powered solutions and trusted
content to drive efficiency and
enable confident decision-making.
Martin O’Malley
CEO, Legal & Regulatory
Business overview
Wolters Kluwer Legal & Regulatory enables legal and compliance
professionals to improve productivity and performance, mitigate
risk, and solve complex problems withconfidence.
Our legal information solutions enable law firms, corporate
legaldepartments, universities, and governments to streamline
legal research, analyses, and workflows. This enhances legal
andregulatory decision-making and outcomes, ensuring more
transparent, just, and safe societies.
Legal & Regulatory’s Enterprise Legal Management (ELM)
solutions support corporate legal operations in increasing
efficiency and saving costs. Our legal practice management
software for law firms enables lawyers to streamline their legal
workflow processes, from document management to timekeeping
and billing.
Legal & Regulatory Information Solutions provide our customers
with the trusted information, insights, and analytics they can rely
on to make optimal decisions with accuracy and speed.
Customers
Legal and compliance
professionals inlaw firms,
corporate legal
departments, universities,
andgovernment
organizations.
Top products
• Legal & Regulatory
Information Solutions:
VitalLaw, LEX, ONE,
InView, Libra, and
Schulinck
• Legal & Regulatory
Software: Passport,
TyMetrix 360°, Brightflag,
Legisway, and Kleos
AI-powered solutions for legal
research, analysis, and spend
management
Legal &
Regulatory
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How Lufthansa gained control of legal costs and achieved an immediate ROI
Lufthansa’s legal operations team created a plan to increase
control over the company’s legal spend. Implementing this plan
required a reassessment of existing processes for engaging
external counsel.
The first friction point that required attention was invoicing.
Increasingly, law firms were raising concerns about Lufthansa’s
billing software, often citing confusing interfaces and limited
visibility into how rejection rules were applied. These issues
frequently led to lengthy back-and-forth discussions with
in-house teams and, in some cases, law firms bypassing the
software altogether.
“We realized that the law firm dissatisfaction, coupled with a lack
of advanced analytics, would always hold us back from becoming
the efficient, data-driven team we aim to be”, explained
Dr. Hans-Joachim Arnold, senior executive at Lufthansa Group.
The team initiated an RFP for a comprehensive legal matter and
spend management solution. To ensure rapid implementation,
they invited a shortlist of leading platforms, including Brightflag.
Brightflag was selected, and Lufthansa’s 150+ in-house lawyers
now report increased confidence in the value being generated
across the 300+ working relationships they collectively manage
with law firms worldwide.
Within two years of launch, Lufthansa was able to recoup the
equivalent of its annual Brightflag subscription cost under the
lead of Legal Spend Manager, Kathrin Veith.
Brightflag’s AI-powered
technology and exceptional
customer success team have
enabled us to take large strides
in gaining control over our
legaloperations.
Dr. Hans-Joachim Arnold
VP, Compliance & Data Protection, Lufthansa
Former Head of Legal Affairs, Lufthansa
Customer case
Brightflag
Legal & Regulatory continued
Brightflag
ELM Platform
E-billing & Invoice
Review*
Matter
Management
Legal Vendor/
Law Firm
Management
Budgeting &
Forecasting*
Reporting &
Analytics*
Workflow &
Approvals*
Integrations
(ERP/Finance/SSO)
Brightflag
AI-powered, cloud-native legal e-billing and matter management software
* AI-powered
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Review of 2025 performance
• Organic growth 5%, with 8% growth in digital and services
subscriptions in Europe and the U.S.
• Software businesses grew 5% organically, led by practice
management software.
• Margin reflects strong underlying improvement and the
absence of prior year pension gain.
Legal & Regulatory revenues increased 8% in constant
currencies,including initial contributions from the Brightflag,
Inisoft, and Libra acquisitions. On an organic basis, revenues
grew 5% (FY 2024: 5%).
Adjusted operating profit increased 5% in constant currencies
and 5% organically. The absence of the €15 million pension
gainrecorded in 2024 was to a large extent compensated by
underlying margin improvement. Reported IFRS operating profit
decreased 7%, reflecting increased amortization of acquired
intangibles and higher acquisition-related cost.
Legal & Regulatory Information Solutions (76% of divisional
revenues) revenues grew 6% in constant currencies and 5% on
anorganic basis (FY 2024: 5%). Excluding print, organic growth
was 7% (FY 2024: 7%). Digital information solutions and services
subscriptions grew 8% organically (FY 2024: 7%) in the U.S. and
Europe, driven by strong new sales, renewals, and upselling.
During the year, we continued to enhance legal research
platforms with AI functionality. In November 2025, we acquired
Libra Technology in Germany and began integrating the Libra
legal AI assistant into our authoritative, proprietary legal content
ahead of Europe-wide roll-out in 2026.
Legal & Regulatory Software (24% of divisional revenues)
recorded 5% organic growth (FY 2024: 6%). ELM Solutions
(Tymetrix® 360° and Passport®) sustained mid-single-digit
organic growth, driven by 9% organic growth in transactional
feeslinked to legal spend volumes. TyMetrix® 360° was enhanced
with analytics and AI-powered legal matter summaries. In June
2025, we acquired Brightflag, which provides enterprise legal
spend management software to mid-size and large corporations
globally. Our legal practice management solutions, Kleos and
Legisway, delivered steady high single-digit organic growth.
Selected Awards 2025
• Kleos named Top Law Firm
Management SaaS solution in
Central Europe for 2026 in the
Vendor Selection Matrix™ by
Research in Action
• ELM Solutions AI-powered
LegalCollaborator won gold Globee
in Vendor Management Software
category
Legal & Regulatory continued
5%
organic growth in
revenues
80%
recurring revenues
as % of division total
87%
digital revenues as %
of division total
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Legal & Regulatory – Year ended December 31
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 1,005
946
+6% +8% +5%
Adjusted operating profit 183
176
+4% +5% +5%
Adjusted operating profit margin 18.2%
18.6%
Operating profit 134
145
-
7%
Net capital expenditure 54
53
Ultimo FTEs 4,388
4,147
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
Legal & Regulatory continued
2025 Revenues
by segment
Legal & Regulatory
Software 24%
Legal & Regulatory
Information Solutions 76%
2025 Revenues
by type
Recurring 80%
Print books 4%
ELM transactional 10%
Other non-recurring 6%
2025 Revenues
by geographic market
North America 31%
Europe 66%
Asia Pacific & ROW 3%
2025 Revenues
by media format
Software 30%
Digital information
solutions* 57%
Services and print 13%
*incl. software-related services
Market trends
Accelerated adoption of
generative and agentic
AI-powered solutions
Rapidly emerging demand for
integrated AI-powered legal
assistant tools that can
integrate across customer
and expert content
Continued change in laws,
regulations, and compliance
requirements
Legal professionals
recognizing the importance
of trusted, expert content
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We provide AI-powered solutions
that help customers make data-
driven decisions, mitigate risks,
andimprove productivity and
performance – delivering speed and
confidence, without compromising
safety or outcomes.
Maria Montenegro
CEO, Corporate Performance & ESG
Corporate
Performance
& ESG
Business overview
Wolters Kluwer Corporate Performance & ESG (CP&ESG)
deliverssoftware solutions that support organizations in
planning, simulating, and managing financial, sustainability,
operational, and risk management activities to drive better
outcomes. Our solutions simplify complex processes, turning
them into actionable insights that support better decisions,
sustainable growth, and adaptability in a fast-changing
regulatory and business landscape.
Through our technology, companies strengthen corporate
responsibility and sustainability practices, manage operational
and financial risk, improve workplace safety, and meet evolving
reporting and compliance requirements with confidence.
These capabilities support teams across markets, including
corporate finance professionals, internal auditors, operational
risk managers, sustainability leaders, and compliance specialists
who rely on trusted data to run their organizations effectively.
Customers
Corporate finance, audit,
planning, risk,
Environmental. Health &
Safety/Operational Risk
Management (EHS/ORM),
and sustainability
professionals in
corporations, banks,
andgovernments.
Top products
• EHS & ESG: Enablon
• Corporate Performance:
CCH Tagetik, TeamMate,
SureTax
Enterprise software for
corporate financial
performance management
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Corporate Performance & ESG continued
AGCO improves sustainability performance and safety outcomes with Enablon
AGCO Corporation, the world’s largest pure-play agricultural
equipment manufacturer, operates across more than 120 global
sites and four major brands. As its sustainability programs
evolved, AGCO encountered challenges managing fragmented
EHS and ESG data, which was maintained in spreadsheets and
custom dashboards. This limited data quality, consistency, and
the ability to coordinate across functions.
To address these issues, AGCO implemented Enablon as its
enterprise-wide EHS and sustainability management platform.
The system enabled AGCO to consolidate emissions, water, and
waste data across its operations, improving data accuracy and
visibility. It also supported a global survey to assess site-level
waste practices, helping identify opportunities to improve data
collection and operational efficiency.
Based on these insights, AGCO launched RETHINK, a global
wasteinitiative focused on behavior change and waste diversion.
By early 2025, the company reported a 94% diversion rate of
non-hazardous waste from landfill, exceeding its 2026 target
of90%. In parallel, improved visibility and proactive safety
measures contributed to a 52% reduction in Total Case Incident
Rate (TCIR), representing the lowest rate in the company’s
recorded history.
Enablon now supports cross-functional collaboration and
provides site-level managers with real-time data, helping
integrate sustainability into both day-to-day operations and
long-term planning.
AGCO’s success demonstrates
how digital transformation in
EHS and ESG unlocks new levels
of performance. We’re proud
that Enablon plays a role in
helping global manufacturers
achieve safer, more sustainable
operations.
Richard Pulliam
SVP & GM, Wolters Kluwer EHS & ESG
Customer case
Enablon
Process Safety
Management
Process Safety
Management
ESG Excellence
Environmental
Management
Health and Safety
Management
Control of
Work
Enablon
Vision Platform
Risk and
Compliance
Enablon
Integrated, enterprise-grade Environmental, Health & Safety (EHS), Operational Risk Management (ORM)
and ESG platform
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Review of 2025 performance
• Organic growth 7%, driven by recurring cloud software
revenues up 18%.
• Recurring revenues (74% of division) grew 13% organically;
non-recurring declined 7%.
• Margin reflects lower license fees and a higher share of
services delivered by third parties.
Corporate Performance & ESG revenues increased 7% in
constantcurrencies. Organic growth was 7%, an improvement
onthe prior year (FY 2024: 6% pro forma). Recurring revenues
(74% of divisional revenues) grew 13% organically (FY 2024:
13%pro forma). Non-recurring revenues declined 7% organically
(FY 2024: 8% pro forma decline), mainly due to a decline in
on-premise license fees as market demand continues to favor
cloud-based options (SaaS).
Adjusted operating profit declined 17% in constant currencies
and 17% on an organic basis due to the decline in high-margin
license revenues combined with a higher proportion of
implementation services provided by third party. IFRS operating
profit decreased to €16 million, largely reflecting the decline in
adjusted operating profit.
EHS & ESG revenues (31% of divisional revenues) grew 10%
organically (FY 2024: 15%), driven by 19% organic growth in
recurring cloud revenues reflecting new customer additions
andupselling. Non-recurring on-premise software license fees
and services revenues were broadly stable.
In Corporate Performance, Corporate Tax, Audit & Assurance
(69% of division), the CCH Tagetik® corporate performance
management platform recorded 5% organic growth (FY 2024: flat),
driven by 19% organic growth in recurring cloud revenues
(FY 2024: 18%). CCH Tagetik® gained over 200 new customers
globally. Existing customers adopted additional modules (e.g.,
CSRD reporting) or upgraded to the AI-powered CCH Tagetik
Intelligent Platform. Our corporate tax unit (CCH SureTax®)
delivered robust organic growth. Audit & Assurance (TeamMate)
delivered robust organic growth, driven by double-digit organic
growth in recurring cloud software revenues.
On January 9, 2026, the Audit & Assurance unit acquired
StandardFusion, a Canadian provider of risk and control tools,
which will be integrated with TeamMate.
Selected Awards 2025
• CCH Tagetik Intelligent Platform
won Gold Stevie in the
International Business Awards
• Enablon ESG Excellence named
Best SaaS solution for USA
Enterprise in The Cloud Awards
Corporate Performance & ESG continued
7%
organic growth in
revenues
74%
recurring revenues
as % of division total
79%
software revenues as
% of division total
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Corporate Performance & ESG – Year ended December 31
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 625 597 +5% +7% +7%
Adjusted operating profit 48 61
-
23%
-
17%
-
17%
Adjusted operating profit margin 7.5% 10.2%
Operating profit 16 30
-
48%
Net capital expenditure 74 72
Ultimo FTEs 2,551 2,428
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
Corporate Performance & ESG continued
2025 Revenues
by segment
EHS & ESG 31%
CPM, Tax, Audit &
Assurance 69%
2025 Revenues
by type
Recurring 74%
Other non-recurring 26%
2025 Revenues
by geographic market
North America 38%
Europe 44%
Asia Pacific & ROW 18%
2025 Revenues
by media format
Software 79%
Digital information
solutions* 21%
*incl. software-related services
Market trends
Continued demand for
cloud-based and AI-powered
solutions
Customer focus moves from
compliance to integrated
performance management
Emerging demand for
hyperscaler neutrality
Subscription models
becoming standard; AI
consumption-based pricing
on the rise
Demand for EHS platforms
remains strong while
momentum for ESG reporting
tools has slowed
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This review provides a summary of
IFRS results alongside a discussion of
adjusted figures which give deeper
insight into underlying performance.
Group financial
review
Revenues
Group revenues were €6,125 million, up 4% overall. Excluding
theeffect of currency, revenues were up 7% in constant
currencies. Excluding currency and the net effect of acquisitions
and divestments, organic revenue growth was 6%, in line with
theprior year (FY 2024: 6%).
Revenue bridge
€ million %
Revenues 2024 5,916
Organic change 325 6
Acquisitions 94 2
Divestments (29) −1
Currency impact (181) −3
Revenues 2025 6,125 4
Revenues from North America accounted for 63% of total group
revenues and grew 5% organically (FY 2024: 6%). Revenues from
Europe, 29% of total revenues, grew 6% organically (FY 2024: 5%).
Revenues from Asia Pacific and Rest of World, 8% of total
revenues, grew 7% organically (FY 2024: 6%).
Total recurring revenues, which include subscriptions and other
renewing revenue streams, accounted for 83% of total revenues
(FY 2024: 82%) and grew 7% organically (FY 2024: 7%). Within
recurring revenues, digital and service subscriptions grew 7%
organically (FY 2024: 8%).
Total non-recurring revenues accounted for 17% of total revenues
and declined 1% organically compared to modest growth in the
prior year (FY 2024: 1%). Within non-recurring, transactional
revenues in Financial & Corporate Compliance increased
2%organically (FY 2024: 5%) while transactional revenues
inLegal&Regulatory increased 9% organically (FY 2024: 9%).
Othernon-recurring revenue streams, which include on-premise
software licenses and implementation fees, declined 5%
organically (FY 2024: 4% decline).
Cloud software revenues grew 15% organically reaching 46%
oftotal software revenue.
Revenues by type
€ million, unless
otherwise stated 2025 2024 Δ Δ CC Δ OG
Digital and service subscription 4,700 4,458 +5% +8% +7%
Print subscription 117 125
-
6%
-
5%
-
5%
Other recurring 293 285 +2% +6% +8%
Total recurring revenues 5,110 4,868 +5% +8% +7%
Transactional
-
FCC* 343 336 +2% +6% +2%
Transactional
-
LR* 104 100 +4% +9% +9%
Print books 115 120
-
4%
-
1%
-
1%
Other non-recurring** 453 492
-
8%
-
6%
-
5%
Total non-recurring revenues 1,015 1,048
-
3% 0%
-
1%
Total revenues 6,125 5,916 +4% +7% +6%
∆: % Change
∆ CC: % Change in constant currencies (€/$ 1.08)
∆ OG: % Organic growth
* FCC = Financial & Corporate Compliance; LR = Legal & Regulatory
** Other non-recurring revenues include software licenses, software
implementation fees, professional services, and other non-subscription
offerings
Including both dividends and
share repurchases, we returned
more than 120% of our adjusted
free cash flow to shareholders in
2025, while maintaining a robust
balance sheet.
Highlights 2025
• Revenues up 6% organically
• 83% recurring revenues, up 7% organically
• 59% expert solutions revenues, up 7% organically
• 21% cloud software revenues, up 15% organically
Kevin Entricken
CFO and Member
of the Executive Board
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Key figures
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues 6,125 5,916 +4%
Operating profit 1,735 1,441 +20%
Profit for the year 1,308 1,079 +21%
Diluted EPS (€) 5.64 4.52 +25%
Net cash from operating activities 1,668 1,654 +1%
Business performance
-
benchmark figures
Revenues 6,125 5,916 +4% +7% +6%
Adjusted operating profit 1,687 1,600 +5% +9% +7%
Adjusted operating profit margin (%) 27.5 27.1
Adjusted net profit 1,225 1,185 +3% +6%
Diluted adjusted EPS (€) 5.29 4.97 +6% +9%
Adjusted free cash flow 1,348 1,276 +6% +10%
Return on invested capital (%) 18.0 18.1
Net debt 4,024 3,134 +28%
∆: % Change
∆ CC: % Change in constant currencies (€/$ 1.08)
∆ OG: % Organic growth
Benchmark figures are performance measures used by management. SeeNote 4 – Benchmark
figures of the Financial statements forareconciliation from IFRS to benchmark figures.
Operating profit
Adjusted operating profit was €1,687 million (FY 2024: €1,600 million), up 9% in constant
currencies.The resulting margin was 27.5%, which was at the top end of our guidance range
(27.1%-27.5%). Included in adjusted operating profit were restructuring expenses of €37 million
(FY2024: €28 million). The prior year included a plan amendment gain of €27 million, while in
2025aplan amendment loss of €1 million was recorded.
Investment in product development spending (including capitalized spend) was stable in constant
currencies and amounted to 11% of revenues in 2025 (FY 2024: 11%).
Operating profit increased 20% to €1,735 million (FY 2024: €1,441 million), including a gain of
€232 million on the divestment of the Finance, Risk & Regulatory Reporting (FRR) unit. The prior
year included a net disposal loss of €3 million. Operating profit includes acquisition-related costs
of€25 million (2024: €7 million). Amortization and impairments of acquired identifiable intangible
assets and goodwill increased 6% to €157 million.
Highlights 2025
• IFRS operating profit up 20%
• Profit for the year up 21% and diluted EPS up 25%
• Adjusted net profit for the year up 3%
Group financial review continued
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Group financial review continued
Divisional summary
Group organic revenue growth was 6%, led by Tax & Accounting and Corporate Performance & ESG.
The increase in group adjusted operating profit margin was driven by Tax & Accounting and Health.
→ For a more detailed discussion of divisional performance, see pages 19-38 of this annual report
Corporate expenses
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Adjusted operating profit (77) (69) +12% +13% +13%
Operating profit (77) (69) +12%
Net capital expenditure 0 0
Ultimo FTEs 141 148
∆: % Change
∆ CC: % Change in constant currencies (€/$ 1.08)
∆ OG: % Organic growth
Net corporate expenses increased 13% in constant currencies and 13% on an organic basis, mainly
reflecting increased personnel costs, brand investments, third-party services, and one-off items.
Divisional summary
€ million, unless otherwise stated 2025 2024 Δ Δ CC Δ OG
Revenues
Health 1,596 1,584 +1% +5% +5%
Tax & Accounting 1,660 1,561 +6% +9% +7%
Financial & Corporate Compliance 1,239 1,228 +1% +5% +3%
Legal & Regulatory 1,005 946 +6% +8% +5%
Corporate Performance & ESG 625 597 +5% +7% +7%
Total revenues 6,125 5,916 +4% +7% +6%
Adjusted operating profit
Health 512 480 +7% +11% +10%
Tax & Accounting 584 519 +13% +16% +14%
Financial & Corporate Compliance 437 433 +1% +5% +2%
Legal & Regulatory 183 176 +4% +5% +5%
Corporate Performance & ESG 48 61
-
23%
-
17%
-
17%
Corporate (77) (69) +12% +13% +13%
Total adjusted operating profit 1,687 1,600 +5% +9% +7%
Adjusted operating profit margin
Health 32.1% 30.3%
Tax & Accounting 35.2% 33.2%
Financial & Corporate Compliance 35.2% 35.3%
Legal & Regulatory 18.2% 18.6%
Corporate Performance & ESG 7.5% 10.2%
Total adjusted operating profit margin 27.5% 27.1%
∆: % Change
∆ CC: % Change in constant currencies (€/$ 1.08)
∆ OG: % Organic growth
Highlights 2025
• Adjusted operating profit €1,687 million, up 9% in constant
currencies
• Adjusted operating profit margin up 40 basis points
to27.5%
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Financial position
Balance sheet
Non-current assets, mainly consisting of goodwill and acquired identifiable intangible assets,
increased by €110 million to €6,951 million in 2025, mainly due to the acquisitions of RASi and
Brightflag during 2025, and continued investments in software assets and partly offset by
translation differences due to the weakening of the U.S. dollar in 2025.
Total equity decreased by €747 million to €798 million, mainly due to the share buybacks, dividend
payments, and exchange differences on translation of foreign operations, partly offset by the profit
for the year. During the year, we repurchased 8.6 million shares for a total consideration of
€1.1 billion, including 0.4 million shares to offset incentive share issuances (2024:0.6million).
In September 2025, the company canceled 6.0 million treasury shares as approved by shareholders
at the Annual General Meeting of Shareholders in May 2025 (2024: 10.0 million shares). Following the
share cancelation, the number of issued ordinary shares is 232.5 million, of which 6.3 million are
held in treasury as at December 31, 2025.
Balance sheet
€ million, unless otherwise stated 2025 2024 Variance
Non-current assets 6,951 6,841 110
Working capital (1,425) (1,127) (298)
Total equity 798 1,545 (747)
Net debt 4,024 3,134 890
Net-debt-to-EBITDA ratio 2.0 1.6 0.4
Net debt, leverage, and liquidity position
As of December 31, 2025, net debt was €4,024 million, up from €3,134 million on December 31, 2024.
The net-debt-to-EBITDA ratio increased to 2.0x at year end 2025 (2024: 1.6x).
As of December 31, 2025, net cash available was €891 million (total cash and cash equivalents
of€932 million less overdrafts used for cash management purposes of €41m).
As of December 31, 2025, our €600 million multi-currency credit facility remained undrawn.
Gross debt of €4,972 million includes the €500 million Eurobond (7-year term; 3.375% annual
coupon) issued on March 20, 2025, and the €500 million Eurobond (5-year term; 3.0% annual
coupon) issued on June 30, 2025.
Highlights 2025
• Net debt-to-EBITDA ratio 2.0x
• Liquidity position remained strong
Group financial review continued
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Working capital
€ million 2025 2024 Variance
Inventories 62 79 (17)
Current contract assets 147 148 (1)
Trade receivables 1,075 1,129 (54)
Current operating other receivables 297 262 35
Current deferred income (1,911) (2,054) 143
Other contract liabilities (88) (76) (12)
Trade and other operating payables (1,045) (1,031) (14)
Operating working capital (1,463) (1,543) 80
Cash and cash equivalents 932 954 (22)
Non-operating working capital (894) (538) (356)
Total working capital (1,425) (1,127) (298)
Operating working capital amounted to €(1,463) million, compared to €(1,543) million in 2024, an
increase of €80 million. This increase is largely due to translation differences and the net effect of
acquisitions and divestments of operations, partly offset by autonomous movements in working
capital of €104 million.
Non-operating working capital decreased to €(894) million, compared to €(538) million in 2024,
mainly due to bonds becoming short-term in 2025 (€500 million) compared to 2024 (nil), partly
offset by lower borrowings and bank overdrafts at the end of 2025.
Financing results, taxation, EPS, and ROIC
Financing results
Total financing results amounted to a net cost of €88 million (FY 2024: €65 million cost) mainly due
to lower interest income on cash balances and higher coupon rates on euro bonds issued in 2025.
In2025, we recorded a €10 million net foreign exchange gain (FY 2024: €9 million loss) mainly due
tothe currency translation of intercompany balances.
Adjusted net financing costs increased to €86 million (FY 2024: €62 million).
Taxation
Profit before tax increased 20% to €1,649 million (2024: €1,378 million). The reported effective tax
rate was reduced to 20.7% (FY 2024: 21.7%) reflecting tax-exempt gains on the divestment of FRR.
Adjusted profit before tax was €1,603 million (FY 2024: €1,540 million), up 7% in constant currencies.
The benchmark tax rate on adjusted profit before tax increased to 23.6% (FY 2024: 23.1%), mainly
dueto unfavorable movements in deferred tax positions. Adjusted net profit was €1,225 million
(FY 2024: €1,185 million), an increase of 6% in constant currencies.
Earnings per share
Net profit for the year increased 21% overall to €1,308 million (FY 2024: €1,079 million), including the
gain on the divestment of FRR. Diluted earnings per share increased 25% overall to €5.64 (FY 2024:
€4.52), reflecting the increase in net profit and the reduction in weighted average number of shares
outstanding.
Adjusted net profit was €1,225 million (FY 2024: €1,185 million), an increase of 6% in constant
currencies. Diluted adjusted EPS was €5.29 (FY 2024: €4.97), up 9% in constant currencies, reflecting
a3% reduction in the diluted weighted average number of shares outstanding to 231.8 million
(FY2024: 238.4 million).
Return on invested capital (ROIC)
In 2025, ROIC was 18.0% (2024: 18.1%), reflecting the higher average invested capital and a higher
benchmark taxrate, partly offset by higher adjusted operatingprofit.
Highlights 2025
• Diluted adjusted EPS €5.29, up 9% in constant currencies
• Return on invested capital of 18.0%
Group financial review continued
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Cash flow
Net cash inflow before the effect of exchange differences was€17million (2024: €84 million outflow),
due to net cash from operating activities outweighing net cash used in financing activities and
investing activities.
Cash flow
€ million, unless otherwise stated 2025 2024 Variance
Net cash from operating activities 1,668 1,654 14
Net cash used in investing activities (774) (646) (128)
Net cash used in financing activities (877) (1,092) 215
Adjusted operating cash flow 1,743 1,627 116
Net capital expenditure (303) (313) 10
Adjusted free cash flow 1,348 1,276 72
Diluted adjusted free cash flow per share (€) 5.82 5.35 0.47
Cash conversion ratio (%) 103 102
Adjusted operating cash flow was €1,743 million (FY 2024: €1,627 million), up 12% in constant
currencies. The full-year cash conversion ratio was better than expected at 103% (FY 2024: 102%),
mainly due to increased working capital inflows and slightly lower capital expenditures. Working
capital inflows amounted to €104 million (FY 2024: €82 million). Capital expenditures were
€303 million (FY 2024: €313 million), or 5.0% of revenues (FY 2024: 5.3%), reflecting the completion
ofcertain projects.
Cash payments related to leases, including lease interest paid, were €65 million (FY 2024:
€70 million). Depreciation of physical assets, amortization and impairment of internally developed
software, and depreciation of right-of-use assets totaled €320 million (FY 2024: €330 million).
Net interest paid, excluding lease interest paid, increased to €72 million (FY 2024: €34 million),
reflecting higher coupons on euro bonds and lower interest income on cash balances.
Income tax paid increased to €358 million (FY 2024: €318 million), reflecting higher taxable income.
The net cash effect of restructuring was a €1 million inflow (FY 2024: €7 million inflow). As a result,
adjusted free cash flow was €1,348 million (FY 2024: €1,276 million), up 10% in constant currencies.
Dividends paid amounted to €563 million (FY 2024: €521 million). Cash deployed towards share
repurchases was €1.1 billion (FY 2024: €1.0 billion).
Acquisitions and divestments
Total acquisition spending, net of cash acquired and including transaction costs, was €896 million
(FY 2024: €342 million) and primarily relates to the acquisitions of RASi in Financial & Corporate
Compliance and Brightflag and Libra in Legal & Regulatory.
On December 1, 2025, Wolters Kluwer Financial & Corporate Compliance completed the divestment
of FRR. The total net divestment proceeds received in 2025, net of cash disposed, amounted to
€399 million. In 2024, net divestment proceeds amounted to €1 million, for the most part relating
tothe divested Health business LDI.
Leverage and financial policy
We use our free cash flow to invest in the business organically and through acquisitions, to
maintain optimal leverage, and to provide returns to shareholders. We regularly assess our financial
position and evaluate the appropriate level of debt in view of our expectations for cash flow,
investment plans, interest rates, and capital market conditions.
Since 2011, our twelve months’ rolling net-debt-to-EBITDA ratio has fluctuated between 1.3x and
2.4x, providing a strong and secure financial foundation for our business. As we execute on our
strategic priorities, we will aim to maintain leverage in the range of 1.5x to 2.5x. We may temporarily
deviate from this range, but our high proportion of recurring revenues and resilient free cash flows
give us the ability to rapidly return to this range.
Highlights 2025
• Adjusted free cash flow €1,348 million, up 10% in constant
currencies
• Cash conversion ratio of 103%
Group financial review continued
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Governance
46 Corporate governance
51 Risk management
62 Statements by the Executive Board
63 Executive Board
64 Supervisory Board
66 Report of the Supervisory Board
72 Remuneration report
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Introduction
The company has a two-tier board structure consisting of an
Executive Board and a Supervisory Board. The Executive Board
and the Supervisory Board are responsible for the corporate
governance structure. The Executive Board is entrusted with the
management and day-to-day operations of the company and
development of the strategy.
The Supervisory Board supervises the policies of the Executive
Board and the general affairs of the company and its enterprise,
considering the relevant interests of the company’s stakeholders,
and advises the Executive Board.
This Corporate governance chapter includes the corporate
governance statement as specified in section 2a of the Decree
with respect to the contents of the annual management report
(Besluit inhoud bestuursverslag). Wolters Kluwer complies with
all Principles and Best Practice Provisions of the Corporate
Governance Code, unless stipulated otherwise in this chapter.
Potential future material corporate developments might, after
thoughtful considerations, justify deviations from specific topics
and recommendations as included in the Corporate Governance
Code, which will always be clearly explained. The Corporate
Governance Code was updated in March 2025, to include
additional provisions related to reporting on internal risk
management and control systems, including the Executive
Board’s risk management statement. The additional provisions
specifically refer to statements and explanations regarding
operational and legal and compliance risks and the company’s
sustainability statements. The company has carefully discussed
and implemented these amendments. Further details on these
topics are provided in the Risk management chapter.
→ See Risk management and Statements by the Executive Board
forfurther information
→ The Dutch Corporate Governance Code is available at www.mccg.nl
Executive Board
The Executive Board is responsible for the continuity of the
company and its affiliated enterprise and for sustainable
long-term value creation. This responsibility includes the
development and execution of the strategy focused on
sustainable long-term value creation, formulating targets in
relation to the strategy, appropriate risk management and
internal control systems, and sustainability and environmental,
social, and governance (ESG) matters. The Executive Board
considers the impact of the company on people and the
environment. The responsibilities are set out in the By-Laws
ofthe Executive Board, which have been approved by the
Supervisory Board. In fulfilling its management responsibilities,
the Executive Board considers the interests of the company and
its affiliated enterprise, as well as the relevant interests of the
company’s stakeholders. The members of the Executive Board
arenominated by the Supervisory Board and appointed by the
General Meeting of Shareholders.
Corporate
governance
This chapter provides an outline of the broad corporate governance structure
ofthe company. Wolters Kluwer N.V., a publicly listed company organized under
Dutch law, is the parent company of the Wolters Kluwer group.
The corporate governance structure of the company is based on the company’s
Articles of Association, the Dutch Civil Code, the Dutch Corporate Governance
Code published in 2025 (the “Corporate Governance Code”), and all applicable
other laws and regulations.
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Term of appointment, severance, and change of control
In line with Best Practice Provision 2.2.1 of the Corporate
Governance Code, Ms. Caywood and Mr. Entricken have been
appointed for a period of four years, after which reappointment
is possible. The maximum severance payment they are entitled
to, is one year’s base salary, in line with Provision 3.2.3 of the
Corporate Governance Code. Ms. McKinstry, whose appointment
pre-dated the introduction of the first Corporate Governance
Code and therefore had pre-existing arrangements, will retire
inFebruary 2026.
The employment contracts of the Executive Board members
anda small group of senior executives contain stipulations with
respect to a change of control of the company. According to
thesestipulations, in the case of a change of control, the relevant
persons will receive 100% of the number of conditional rights
onshares awarded to them with respect to pending long-term
incentive plans of which the performance periods have not yet
ended. In addition, they are entitled to a cash severance payment
if their employment agreements would end following a change
ofcontrol.
Supervisory Board
The Supervisory Board supervises the policies of the Executive
Board and the general affairs of the company and its affiliated
enterprise, considering the relevant interests of the company’s
stakeholders, and advises the Executive Board. The supervision
includes overseeing the implementation of the sustainable
long-term value creation strategy, the effectiveness of the
company’s internal risk management and control systems,
andthe integrity and quality of the financial reporting. The
Supervisory Board also has due regard for sustainability/ESG
matters. In addition, certain resolutions of the Executive Board
must be approved by the Supervisory Board. These resolutions
are listed in the By-Laws of the Supervisory Board and include:
• Transactions in which there are conflicts of interest with
Executive Board members that are of material significance for
the company or the Executive Board member;
• Acquisitions of which the value is €150 million or more;
The full procedure for appointment and dismissal of members
ofthe Executive Board is explained in the company’s Articles
ofAssociation.
→ See information on the members of the Executive Board in
Executive Board
→ For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1) in Sustainability statements
Remuneration
The remuneration of the Executive Board is determined by the
Supervisory Board based on the remuneration policy adopted
by the General Meeting of Shareholders in the 2025 Annual
General Meeting of Shareholders by a majority of 95% of the
share capital represented. The Supervisory Board is responsible
for the execution of the remuneration policy, based on the
advice of the Selection and Remuneration Committee. Detailed
information about the remuneration policy and its application in
2025 can be found in the Remuneration report. The Remuneration
report is submitted to the Annual General Meeting of
Shareholders for an advisory vote every year.
Under the long-term incentive plan (LTIP), Executive Board
members can earn ordinary shares after a vesting period of three
years, subject to clear and objective three-year performance
criteria established in advance. Pursuant to the remuneration
policy, the Executive Board members are required, in line with
Best Practice Provision 3.1.2 (vi) of the Corporate Governance
Code, to hold the earned shares (net of taxes) after vesting for
two more years. However, if an Executive Board member is
eligible for a company-sponsored deferral program and chooses
to participate by deferring LTIP proceeds upon vesting, then such
Executive Board member will be required to hold the remaining
vested shares or a minimum of 50% of vested shares (net of
taxes), whichever is higher, for a two-year period.
→ For more information on the remuneration and the remuneration
policy, see Remuneration report
• Divestments of subsidiaries with annual revenues of
€150 million ormore;
• The issuance of new shares or granting of rights to subscribe
for shares; and
• The issuance of bonds or other external financing of which
thevalue exceeds 2.5% of the annual consolidated revenues.
The responsibilities of the Supervisory Board are set out in the
By-Laws of the Supervisory Board.
→ For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1) in Sustainability statements
Appointment and composition
The members of the Supervisory Board are appointed by
theGeneral Meeting of Shareholders. The full procedure of
appointment and dismissal of Supervisory Board members is
stipulated in the company’s Articles of Association. The current
composition of the Supervisory Board can be found in the
section Supervisory Board, and the Report of the Supervisory
Board. The composition of the Supervisory Board will always
besuch that the members are able to act critically and
independently of one another, the Executive Board, and
anyparticular interests. As a policy, the Supervisory Board
inprinciple aims for all members to be independent of the
company, which is currently the case. The independence of
Supervisory Board members is monitored on an ongoing basis,
based on the criteria of independence as set out in Best Practice
Provisions 2.1.7 and 2.1.8 of the Corporate Governance Code and
Clause 1.5 and 1.6 of the Supervisory Board By-Laws.
Corporate governance continued
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Committees of the Supervisory Board
The Supervisory Board has two standing committees: the Audit
Committee and the Selection and Remuneration Committee.
Theresponsibilities of these committees can be found in their
respective Terms of Reference. A summary of the main activities
of these committees, as well as the composition, can be found
inthe Report of the Supervisory Board.
Remuneration
The remuneration of the Supervisory Board members is
determined by the General Meeting of Shareholders. The
remuneration does not depend on the results of the company.
The Supervisory Board members do not receive shares or stock
options by way of remuneration, nor are they granted loans.
Theremuneration policy for the Supervisory Board was most
recently adopted by the Annual General Meeting of Shareholders
in 2024. The Supervisory Board will propose an increase of
itsremuneration to the Annual General Meeting of Shareholders
in 2026, with the objective of aligning remuneration with
marketpractice.
→ For more information on remuneration, see Remuneration
report
Diversity
Diversity, equity, inclusion, and belonging (DEIB) is an important
topic for the Supervisory Board and Executive Board. The
DEIBpolicy for the composition of the Supervisory Board and
Executive Board is included as an annex to the Supervisory Board
By-Laws. Elements of diversity include among others nationality,
gender, age, cultural background, and expertise. Based on Dutch
law, the Supervisory Board must have a representation of at least
33% male and at least 33% female. For the Executive Board, we
also have a target of at least 33% representation of both male
and female. These targets are currently met. In accordance with
Dutch legislation which became applicable in 2022, we had
alsoset a target to increase the female representation in our
executive career band by 2 percentage points by 2028 from a
2022baseline, resulting in 33% female representation. This
percentage was achieved in 2024 and exceeded in 2025, by
applying equitable and inclusive employee practices. Our
ambition going forward is to continue these practices and keep
The number of supervisory board memberships of all
Supervisory Board members is limited to such extent that the
proper performance of their duties is assured. As stipulated in
the By-Laws of the Supervisory Board, the number of board
memberships of large Dutch companies and listed companies
globally may not exceed five (with a Chair position counting
double). The number of board memberships of all Supervisory
Board members is currently in compliance with the maximum
number of board seats allowed under Dutch law and the
By-Laws.
→ For more information on the Supervisory Board members, see
Supervisory Board and the Report of the Supervisory Board
Provision of information
We consider it important that the Supervisory Board members
are well informed about the business and operations of the
company. The Chair of the Supervisory Board, the CEO and Chair
of the Executive Board, and the Company Secretary monitor, on
an ongoing basis, that the Supervisory Board receives adequate
information. In addition, the CEO sends written updates to the
Supervisory Board about important events. The Chair of the
Supervisory Board and the CEO hold several meetings and calls
per year outside of formal meetings, to discuss the course of
events at the company.
The Supervisory Board also has direct contact with management
beyond the Executive Board level. Operating managers, including
the divisional CEOs, are regularly invited to present to the
Supervisory Board on the divisional strategy, operations, market
developments, and business developments. The CEO of Global
Business Services and the CTO annually present updates which
include cybersecurity and technology (including AI). In addition,
the company facilitates visits to business units and individual
meetings with staff and line managers. Various members of staff
also attend Audit Committee and Selection and Remuneration
Committee meetings.
the female participation in the executive career band at least at
the level of33%. In addition, we have a global DEIB policy which
is applicable for all employees worldwide. While this target is in
line with legal requirements in the Netherlands around setting
targets for management positions, we carefully monitor that
oursubsidiaries comply with all applicable local laws and
regulations, as may apply to them at any point in time.
→ For related information on DEIB, see Targets related to own
workforce (S1-5) in Sustainability statements
Currently, the male/female representation of the Supervisory
Board is 44% male and 56% female. This is in line with Dutch
lawand our DEIB policy. The male/female representation in the
Executive Board is 33% male and 67% female and will be 50%
male and 50% female upon retirement of Ms. McKinstry, in
linewith our target for diversity in the Executive Board. The
Supervisory Board composition comprises expertise within the
broad information and technology industry as well as specific
market segments in which the company operates. The
composition of the Supervisory Board is in line with its DEIB
policy, Dutch law, and the competency, skills, and experience
requirements as described in its profile.
→ For more information, see the Profile of the Supervisory Board and
the Competences Matrix on our website, www.wolterskluwer.com
Insider dealing policy
The members of the Executive Board and the Supervisory Board
are bound by the Wolters Kluwer Insider Dealing Policy and are
not allowed to trade in Wolters Kluwer securities when they
haveinside information or during closed periods prior to the
publication of Wolters Kluwer’s annual results, half-year results,
first-quarter trading update, and nine-month trading update.
Theday after the announcement of these results or updates,
theBoard members can trade again, with prior approval of the
securities compliance officer, which may begranted if they do
nothave inside information at that point intime.
Corporate governance continued
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Risk management
The Executive Board is responsible for identifying and managing
the risks associated with the company’s strategy and activities
and is supervised by the Supervisory Board. The Audit Committee
undertakes preparatory work for the Supervisory Board in
thisarea.
→ For a detailed description of the risks and the internal risk
management and control systems, see Risk management
Environmental, social, and governance
matters
The Executive Board and the Supervisory Board are committed
toand oversee Wolters Kluwer’s sustainability/ESG priorities
andperformance. The Executive Board discusses the progress
onthe sustainability priorities in regular update meetings with
the Corporate Sustainability team, in addition to individual
updates as appropriate by relevant functional owners. The
Supervisory Board is informed on a regular basis as well. The
Supervisory Board By-Laws and Terms of Reference of the
AuditCommittee and Selection and Remuneration Committee
specify the responsibilities of the Supervisory Board and the
committees with respect to sustainability. The Executive Board
and Supervisory Board provide feedback to the Corporate
Sustainability team and functional owners, which shapes the
development of relevant sustainability initiatives.
→ For more information, see Information provided to, and
sustainability matters addressed by, the Executive Board and
Supervisory Board (GOV-2) in Sustainability statements
Culture
Our Executive Board is responsible for setting the tone for our
culture from the top. The Executive Board has adopted company
values that serve as guidelines for our employees and are at the
heart of the company’s future success. Our values propel us to
put the customer at the center of everything we do, honor our
commitment to continuous improvement and innovation, aim
high and deliver the right results, and win as a team. Our values
and ethical standards form the foundation of our culture and
guide our decisions and interactions with our stakeholders. The
Executive Board plans to update the values in 2026. This will
further strengthen a culture which contributes to the long-term
sustainable value creation for our stakeholders. We maintain a
culture of open communication and a safe environment where
everyone should feel confident to ask a question or raise a
concern without fear of negative consequences. The Executive
Board and the Supervisory Board are committed to ensure high
standards of ethics and integrity and promote openness through
our SpeakUp program. Our employees receive Annual Compliance
Training about our Code of Business Ethics and other key
compliance policies, including the SpeakUp Policy. In 2025, 99%
of our employees completed the Annual Compliance Training.
→ For more information about specific actions and initiatives we
undertake to contribute to our culture, see Own workforce (ESRS
S1) in Sustainability statements
→ For more information on our corporate culture, including the Code
of Business Ethics and SpeakUp program, see Business conduct
policies and corporate culture (G1-1) in Sustainability statements
→ For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1) in Sustainability statements
Shareholders and the general meeting
of shareholders
At least once a year, Wolters Kluwer holds a general meeting
ofshareholders. The agenda of the Annual General Meeting
ofshareholders shall in each case contain the report of the
Executive Board (including the sustainability statements),
thereport of the Supervisory Board, the remuneration report, the
adoption of the financial statements, and the proposal
todistribute dividends or other distributions. Resolutions to
release the members of the Executive Board and the Supervisory
Board from liability for their respective duties are voted
onseparately.
In 2025, shareholders with voting rights for approximately 77%
ofthe issued capital of the company were represented at the
Annual General Meeting of Shareholders. Shareholders who
alone or jointly represent at least half a percent (0.5%) of the
issued capital of Wolters Kluwer shall have the right to request
the Executive Board or Supervisory Board to put items on the
agenda of a General Meeting of Shareholders, provided that such
requests are made in writing at least 60 days before a General
Meeting of Shareholders.
Amendment articles of association
A resolution to amend the Articles of Association may only
bepassed by the General Meeting of Shareholders at the
proposal of the Executive Board, subject to the approval of the
Supervisory Board.
Corporate governance continued
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The Foundation is entitled to exercise the option on preference
shares in such a way that the number of preference shares
takenwill be no more than 100% of the number of issued and
outstanding ordinary shares at the time of exercise. Among other
things by exercising of the option on the preference shares by
the Foundation, the Executive Board and the Supervisory Board
will have the possibility to determine their position with respect
to, for example, a party making a bid on the shares of Wolters
Kluwer N.V., or with respect to a third party that otherwise wishes
to exercise decisive influence. This may also enable the Executive
Board and Supervisory Boards to examine and implement
alternatives.
The Foundation is a legal entity that is independent from the
company as stipulated in clause 5:71 (1) sub c of the Act on
financial supervision (Wet op het financieel toezicht). In 2025,
there were no changes in the composition of the Board. All
members of the Board of the Foundation are independent from
the company.
In line with standard practice, the Board of the Foundation
mettwice in 2025. Representatives of the Executive Board
andSupervisory Board of the company attended the meetings
togive the Board of the Foundation information about the
developments within Wolters Kluwer. Discussion topics included
updates on the company’s results, the execution of the strategy,
the financing of the company, acquisitions and divestments,
developments in the market, and the general course of events
atWolters Kluwer. In addition, the Board of the Foundation
discussed the developments with respect to corporate
governance and relevant Dutch legislation.
The Board of the Foundation also followed developments of
thecompany outside of board meetings, among others through
receipt of press releases by the board members. As a result, the
Board of the Foundation has a good view on the developments at
Wolters Kluwer. The Foundation acquired no preference shares
during the year under review.
Issuance of shares
The Articles of Association of the company determine that shares
may be issued at the proposal of the Executive Board and by
virtue of a resolution of the General Meeting of Shareholders,
subject to designation of the Executive Board by the General
Meeting of Shareholders. At the Annual General Meeting of
Shareholders of May 15, 2025, the Executive Board was granted
the authority for a period of 18 months to issue new shares,
withexclusion of pre-emptive rights, subject to approval of the
Supervisory Board. The authorization is limited to a maximum
of10% of the issued capital on the date of the meeting.
Acquisition of shares in the company
Acquisition of shares in the company (share buybacks) may only
be effectuated after authorization by the General Meeting of
Shareholders, and while respecting the restrictions imposed by
the Articles of Association of the company. At the Annual General
Meeting of Shareholders of May 15, 2025, the authorization to
acquire shares in the company was granted to the Executive
Board for a period of 18 months. The authorization is limited
toamaximum of 10% of the issued capital on the date of the
meeting. On December 31, 2025, Wolters Kluwer N.V. held 6,342,517
shares in the company (a 2.73% interest).
Preference shares
Wolters Kluwer N.V. and the Wolters Kluwer Preference
SharesFoundation (the Foundation) have concluded an
agreement based on which preference shares can be taken by
the Foundation. This option on preference shares is at present
ameasure that could be considered as a potential protection at
Wolters Kluwer against exercising influence by a third party on
the policy of the company without the consent of the Executive
Board and the Supervisory Board, including events that could
threaten the strategy, continuity, independence, identity, or
coherence between the activities of the company.
Information pursuant to Decree Clause
10 Take-over Directive
The information specified in both clause 10 of the Take-over
Directive and the Decree, which came into force on December 31,
2006 (Decree Clause 10 Take-over Directive), can be found in this
chapter, Note 32 – Capital and reserves in the Financial
statements, and in Wolters Kluwer shares and bonds.
→ See Wolters Kluwer shares and bonds
Legal structure
The ultimate parent company of the Wolters Kluwer group is
Wolters Kluwer N.V. In 2002, Wolters Kluwer N.V. abolished the
voluntary application of the structure regime (structuurregime).
Consequently, the structure regime became applicable to Wolters
Kluwer Holding Nederland B.V., which is the parent company of
most Dutch operating subsidiaries. Wolters Kluwer International
Holding B.V. is the direct or indirect parent company of the
operating subsidiaries outside of the Netherlands.
For additional information and documents related to the
corporate governance structure of Wolters Kluwer, including the
Articles of Association, By-Laws of the Executive Board, By-Laws
of the Supervisory Board, Terms of Reference of the Audit
Committee, Terms of Reference of the Selection and Remuneration
Committee, the remuneration policy for the Supervisory Board,
and the global DEIB Policy, see the Corporate Governance section
on our website.
→ For more information, see www.wolterskluwer.com/en/investors/
governance/policies-and-articles
Corporate governance continued
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Responsibility for risk management
The Executive Board is responsible for overseeing risk
management and internal controls at Wolters Kluwer. The
Supervisory Board supervises the Executive Board regarding
theeffectiveness of the internal risk management and control
systems. On behalf of the Supervisory Board, the Audit
Committee monitors the efficiency of our risk management
systems. It also carries out preparatory work for the annual
discussion within the full Supervisory Board around the
effectiveness of our internal risk management and control
systems. Our Corporate Risk Committee monitors material
risksand mitigating actions with a focus on company-wide,
non-business-specific risks. This committee also oversees the
mitigation of certain risks that emerge and require a centralized
approach. The Corporate Risk Committee is chaired by our
CFOand comprises representatives of various functional
departments, including Internal Audit, Internal Control, Legal
andCompliance, Corporate Sustainability, Human Resources,
Treasury, Risk Management, Tax, and Global Information
Security,and reports its findings to the Audit Committee
andtheExecutive Board.
Risk management process
We operate internal risk management and control processes,
which are generally integrated into the operations of the
businesses. The Executive Board reviews an annual assessment
of risks and mitigating actions. It diligently evaluates that
assessment against the pre-defined risk appetite. Based on
thisassessment, the Executive Board reviews the design and
effectiveness of the internal risk management and control
systems. In doing so, it considers the company’s risk appetite
and the recommendations from internal assurance functions
andthe Corporate Risk Committee. Our internal risk management
and control systems cannot provide absolute certainty that all
risks have been identified or are effectively managed.
Managing risks is integrated into the operations of our divisions
and operating entities, supported by several staff functions. The
Executive Board is informed by divisional management about
risks on divisional and operational entity levels as part of the
regular planning and reporting cycles.
→ For information on how we considered our risk management
process in our resilience analysis in relation to our material
sustainability impacts and opportunities, see Material impacts
and opportunities and their interaction with strategy and business
model (SBM-3) in the Sustainability statements
Risk management
This section provides an overview of our approach to risk management.
It also includes a summary of the main risks we identify and the actions
we take to mitigate these risks.
Risk appetite
Risk type Balanced Conservative Minimal
Strategic
• Macroeconomic
conditions
• Competition
• Changes in technology,
business models, and
customer preferences
• Mergers and acquisitions
• Divestments
Operational
• IT and cybersecurity
• Supply chain
dependency and project
execution
• Talent and organization
• Fraud
• Business interruption
• Brand and reputation
• Treasury
• Post-employment
benefits
• Taxes
Legal & compliance
• Regulatory and
compliance
• Contractual risks
• Intellectual property
protection
• Legal claims
Reporting
• Financial reporting risks:
misstatements,
accounting estimates
and judgments, and
reliability of systems
• Non-financial reporting
risks
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Our Internal Audit department works according to an audit
plan which is discussed with the external auditors, the Executive
Board, and the Audit Committee. The plan, which is approved by
the Executive Board and the Supervisory Board, is based on risk
assessments. It focuses on strategy execution, financial and
non-financial reporting risks, legal and compliance risks, and
operational risks, including IT-related risks.
Our global Risk Management department facilitates risk
prevention, protection, response, and recovery programs
via procurement of insurance; incident and related claims
management and business continuity management; loss control
programs; and other initiatives to mitigate specific risks.
Risk management statement
The Corporate Risk Committee has extensively reviewed and
discussed the new regulations in the Dutch Corporate
Governance Code regarding risk management. This was
subsequently discussed with the Executive Board, Audit
Committee, and Supervisory Board. The risk management
statement by the Executive Board has been updated in line
withthe guidance in the Dutch Corporate Governance Code,
byincluding statements on non-financial reporting and
theeffectiveness of our internal risk management and
controlsystems in relation to operational risks and legal
andcompliance risks.
→ For more information, see Statements by the Executive Board
Risk categories, risk types, and risk appetite
On the following pages, we set out the main risks we have
identified and the actions we are taking to prevent or mitigate
the occurrence and/or impact of these risks. The risks have been
divided in four main risk categories: strategic risks, operational
risks, legal and compliance risks, and reporting risks. It is not our
intention to provide an exhaustive description of all possible
risks. There may be risks that are not yet known or that we have
not yet fully assessed. Some existing risks may have been
assessed as not significant. However, they could potentially
develop into a material exposure for our company in the future
and have a significant adverse impact on our business.
Internal Control Frameworks
Our Internal Control Framework for Financial Reporting (ICFR)
is based on the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) 2013 framework. It is designed to
provide reasonable assurance that the results of our business
are accurately reflected in our internal and external financial
reporting. The ICFR is deployed by the operating business units
and central functions and reviewed and tested by internal
control officers. We carry out an annual risk assessment program
for financial and IT general control risks to determine the scope
and controls to be tested. As part of that scope, key controls
are tested annually. The test results are reported to functional
management, the Executive Board, the Audit Committee, and
internal and external auditors on a quarterly basis. Where
needed, remedial action plans are designed and implemented to
address significant risks as derived from internal control testing,
and internal and external audits.
Internal controls related to sustainability reporting have been
implemented in an Internal Control Framework for Sustainability
Reporting (ICSR) specific to material data points and
differentiating between environmental, social, and governance
topics. The ICSR is similarly designed as but distinct from, the
ICFR and aligns sustainability control objectives with the
sustainability risks. European Sustainability Reporting Standards
(ESRS) disclosures have been mapped to corresponding controls
within the ICSR. Gaps will continue to be addressed as the
sustainability reporting processes and controls mature. While
progress was made in 2025 to further formalize and embed
controls, certain processes and data points remain subject to
ongoing refinement and enhancement in the coming years.
Internal audit and risk management functions
Our global Internal Audit department provides independent and
objective assurance and advice. It is guided by a philosophy of
adding value by continuously improving, where deemed fit for
purpose, the maturity of our operations. Internal Audit takes a
systematic and disciplined approach to evaluating and improving
the effectiveness of our organization’s governance, risk
management, and internal controls.
We classify the risk appetite of our main risks as balanced,
conservative, or minimal. We carefully weigh risks against
investments and potential rewards. We have indicated the risk
appetite level for each type of risk. These classifications reflect
the average risk appetite for these risk types. A single type of risk
may encompass multiple sub-risks for which the company’s risk
appetite can vary. For example, the risk appetite for regulatory
and compliance risks may differ depending on specific regulatory
requirements.
While we believe that AI technology primarily offers
opportunities for Wolters Kluwer, there are also potential
risks that we will continue to monitor and mitigate. Potential
risks in relation to AI are further described under Changes in
technology, business models, and customer preferences below,
aswell as in Intellectual property protection and Regulatory
andcompliance.
For more information on climate-related risks, see the sections
Material impacts, risks, and opportunities and their interaction
with strategy and business model (SBM-3), Process to identify and
assess material impacts, risks, and opportunities (IRO-1), and
Actions and resources related to climate change (E1-3) in the
Sustainability statements.
Another risk area which we continue to monitor is data privacy
and data governance. This area continues to be of interest as we
accumulate more and new types and uses of data, and address
continual changes to regulatory, ethical, and data security risks.
The data privacy risk is described in the risk category Regulatory
and compliance in this chapter.
Risk management continued
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Risk description and risk appetite Risk appetite Mitigation
Strategic risks
Macroeconomic conditions
Demand for our products and services may
be adversely affected by factors beyond our
control, such as economic conditions,
pandemics, government policies, political
uncertainty, acts
of war, and civil unrest.
Balanced We monitor relevant macroeconomic and geopolitical developments so we can respond quickly to risks and opportunities. We take steps
to minimize the impact on our financial performance while also continuing the support of our customers and employees.
Recurring revenues represent 83% of consolidated revenues, providing visibility and resilience in times of uncertainty. Our exposure to a
diverse range of customer segments and geographic markets, with a variety of products and services, reduces the impact
of sector- or country-specific uncertainty. Most of our subscription-based digital information and software products are critical to the
workflow of our customers, providing further resilience. The sustained investment in innovation, including AI technologies, provides
support for mitigating risks from market changes.
During times of uncertainty, our business units, particularly those that are exposed to transactional or other non-recurring revenues, can
deploy a range of actions to support revenues and defend profits. For example, we can place greater efforts on retention, cross-selling,
and upselling to existing customers. Where possible, we will pivot new sales efforts towards sectors and customer segments that are less
affected by market conditions. At the same time, our businesses can adjust discretionary spending to defend margins.
We focus on our customers’ success and on building long-term customer relationships. We carefully evaluate and implement an
appropriate response to competitive threats in the markets we operate in.
Competition
We operate in competitive markets, facing both
large established competitors and new market
entrants, and may be adversely affected by
competitive dynamics.
Balanced We focus on our customers’ success and on building long-term customer relationships. We carefully evaluate and proactively implement
an appropriate response to competitive threats in the markets we operate in.
Our product and service offerings are varied and very specialized, often based on proprietary content and embedded in the professional’s
daily workflow, and span multiple customer segments, forming a natural defense against existing or potential new competitors.
Historically, we invested 11% of revenues each year (rising to 12-13% in 2026 and beyond) in product development and innovation to
enhance and expand our expert solutions and advanced information solutions so we can maintain or strengthen our competitive
positions and support innovation and growth.
Changes in technology, business models, and
customer preferences
Demand for our products and services could be
affected by disruptive new technologies, such
as generative AI or agentic AI, changes in
revenue models, evolving customer
preferences, and other market developments.
Balanced We continuously monitor market trends and competitor activity in the segments in which we operate, and consider how these could affect
our businesses in the short term or long term. Current trends include the adoption of cloud-based solutions, changes in revenue models,
and the rapid adoption of generative and agentic AI tools. We monitor customer needs and preferences by tracking net promoter scores,
by engaging with customers through advisory boards, and by hosting and participating in industry conferences. This deep understanding
of our customers’ needs and workflows, combined with our understanding of new technologies, helps keep our offerings competitive and
aligned to long-term market trends.
A core tenet of our strategy is to invest 12-13% (in 2026 and beyond) of consolidated revenues into product development, to remain
competitive and enhance the value delivered to customers. This investment includes the deployment of advanced technologies, such as
AI and the expansion of cloud-based solutions.
Risk management continued
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Strategic risks continued
Mergers and acquisitions
We supplement organic growth with selected
acquisitions which expose us to a variety of
risks that could affect the future revenues and
profits
of the acquired businesses. Acquisitions may
be dilutive to margins, earnings, and ROIC in
the
near term. Risks are related to factors such as
the competitive response and the retention of
customers and key personnel, as well as factors
of a more operational or regulatory nature,
such as the process of integrating the target,
the target’s internal control environment
including IT security and compliance programs,
open source software, and the supply chain.
Balanced We apply strict strategic and financial criteria in our acquisition process. In general, acquisitions are expected to cover an after-tax
weighted-average cost of capital within three to five years and to be generally accretive to diluted adjusted earnings per share in the first
full year of ownership.
Investment decisions are very selective. We focus on businesses with relatively predictable or recurring revenues that we expect to
enhance our growth or margin. Generally, we acquire businesses that present strategic synergies with our existing operations. We conduct
due diligence ahead of acquisitions, and monitor the integration and performance post-acquisition.
Divestments
Occasionally, we choose to divest assets that
are no longer core to our strategy. The
divestment process, including transition
services, entails risks that may expose the
company to litigation, have an adverse impact
on the performance and valuation of the
assets, or our ability to complete a divestment
process.
Balanced To mitigate risks related to material divestments, we prepare detailed carve-out plans and financials, covering human resources,
technology, supply chains, and other functions. We also perform vendor due diligence prior to negotiations. In many cases, we engage
external experts to advise regarding the transactions.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Operational risks
IT and cybersecurity
Our business is exposed to IT-related risks and
cyberthreats that could affect our IT
infrastructure, system availability, application
availability, and the confidentiality and
integrity of information.
Balanced We operate a global cybersecurity program to protect our organization, products, and customers. This program governs the execution
of cybersecurity capabilities and projects and provides management accountability at various levels. The program is assessed annually
by an independent third party and is based on the National Institute of Standards and Technology Cybersecurity Framework (NIST-CSF).
We maintain Global Information Security Policies and Standards and work to keep all operations aligned to these requirements. IT General
Controls form an integral part of Wolters Kluwer’s Internal Control Framework for Financial Reporting (ICFR) and are aligned with our
Global Information Security Policies. We periodically test controls over data and security programs to ensure we protect confidential and
sensitive data. We assess controls against industry standards such as American Institute of Certified Public Accountants (AICPA) criteria
and International Organization for Standardization (ISO) requirements. We complete regular SOC 2 attestations of our cloud-managed
services and conduct risk-based IT and security due diligence for critical vendors.
We have IT disaster recovery and incident response management capabilities in place to respond to and recover from cyberattacks.
We have robust technical capabilities for proactive cyber defense spanning identity and access management capabilities, cloud security,
endpoint security, detection and responses, and secure configuration, amongst other capabilities.
All employees are required to complete the Annual Compliance Training on our IT security policies and training on security awareness.
Additionally, we manage a social engineering awareness program to keep employees aware of key tactics and techniques used by threat
actors to compromise organizations. Our employees’ mobile devices are protected using a mobile device management solution while
multi-factor authentication has been implemented for all users with access to our critical internal IT systems.
Supply chain dependency and
projectexecution
Our operations rely on third-party suppliers
and could be negatively impacted by poor
performance of suppliers or by unpredictable
events due to external factors such as
geopolitical risks and worldwide cybersecurity
incidents. Suppliers include providers of cloud
services, IT infrastructure services, software
development
and maintenance services, back-office
transaction- processing services, content
services and technology, professional services,
and other services. Additionally, projects aimed
at implementing new technology-related
initiatives or driving cost efficiencies are
subject to
execution risks.
Balanced Global Business Services, through its Strategic Sourcing & Procurement team, manages all centralized sourcing and procurement activities.
This team uses an enterprise-wide solution and a consistent process for supplier onboarding and supply chain risk management. We
carefully select and screen suppliers using regularly updated criteria. Detailed operating service agreements are put in place with our
suppliers and performance during the term of such agreements is monitored by oversight boards and program management teams.
Suppliers that are managed through Global Business Services are subject to extensive due diligence covering security, data privacy, and
business continuity.
In 2025, we integrated all contracted suppliers managed by Global Business Services into the enterprise-wide supply chain risk
management process. This process ensures a consistent approach to the intake of third-party services on a global scale, including
consistent assessment of risk prior to contracting; a formalized issue management process; tailored contracting to mitigate business risks;
monitoring of suppliers against a tiered supplier management model; and comprehensive inherent and residual third-party risk analysis
reporting to business leadership, with the ability to respond quickly to specific inquiries.
For our high-tier suppliers, Strategic Sourcing conducts periodic supplier review meetings to manage overall performance and strengthen
strategic alignment. These reviews ensure direct accessibility to supplier leadership teams, providing preferential engagement that
supports business continuity and accelerates issue resolution. This approach also secures early access to emerging technologies, enabling
us to enhance our go-to-market strategies and maintain strategic advantages.
Selected internal implementation projects are monitored by our Corporate Quality Assurance team. The team aims to improve the
success rate of large initiatives by providing assurance that these projects can move to the next stage of development or implementation,
and by transferring lessons learned from one project to another. This team also supports the standardization of change methodologies
and frameworks.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Operational risks continued
Talent and organization
Our ability to execute on our strategic plan,
including delivering on product development
roadmaps and other investments, is highly
dependent on our ability to attract, develop,
and retain talent globally.
Balanced Our extensive global talent management program aims to attract, retain, engage, and develop the diverse talent we need to support our
success as a business. This program includes talent recruitment and development, learning opportunities, retention initiatives,
engagement and belonging efforts, and succession planning.
Our global talent management function is supported by state-of-the-art, cloud-based human resources technology, which we are now
supplementing with AI-native tools. This facilitates an analytical and data-driven approach and regular internal reporting of HR metrics.
We conduct an employee survey each year to measure levels of engagement and belonging and provide management with current insights
on how to support and retain our highly engaged, high-performing workforce. We also regularly review and update our rewards structures
and performance-based compensation programs to maintain market competitiveness and internal equity to support us in attracting and
motivating talent. Our focus continues to be the delivery of an exceptional colleague experience in alignment with our Colleague
Experience Promise (CxP), which is our four-pillar action framework that articulates to our colleagues the experience we work to provide
to them from the time they engage with our company as candidates through their careers with the organization.
Fraud
We may be exposed to internal or external
fraudulent or related criminal actions. These
include cyber fraud and theft of tangible or
intangible assets from the company.
Conservative Our Corporate Risk Committee frequently reviews potential exposure to fraudulent activities so we can take appropriate and timely action.
We conduct regular reviews of adherence to the Code of Business Ethics, the Wolters Kluwer Internal Control Framework for Financial
Reporting (ICFR), and other relevant frameworks and policies. These policies and anti-fraud controls include effective segregation of
duties, defined approvals and delegations of authority, independent internal and external audits, risk-based assessments including fraud,
training, information and communication, and our SpeakUp system for reporting concerns.
Our fraud prevention, detection, protection, response, and recovery activities include the use of technology to identify threats, Annual
Compliance Training for all employees, awareness campaigns by our information security and corporate functions, internal fraud alerts,
anti-fraud and anti-cybercrime workshops and training for at-risk businesses and functions, sharing of case studies and best practices,
and measures within our Supplier Code of Conduct and anti-fraud protections integrated into our vendor management processes and
payment card and banking practices.
Employees and vendors are encouraged to “pause for cause” and report suspected activities, including fraud, via appropriate channels,
reinforcing a culture of integrity, accountability, and speaking up.
We continuously evaluate and improve our anti-fraud related process controls and procedures, including reviewing manual controls and
automating controls where possible. Because of the ever-changing risk landscape (e.g., geopolitical tensions and generative AI), we expect
cyber fraud risks may be amplified and continue to assess and evolve the measures in place.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Operational risks continued
Business interruption
Our business could be affected by major
incidents, such as cyberattacks, human events
(e.g., civil unrest and riots), and physical risks
which may relate to climate change, such as
extreme weather or natural catastrophes,
causing damage to our facilities, IT systems,
hardware, and other tangible assets, or damage
to our data, brand, or other intangible assets.
This could result in business interruption and
financial or other loss.
Conservative We have a worldwide business continuity management program that focuses on how to prepare for, protect against, respond to, and
recover and learn from major incidents. This program covers incident management, business continuity, and operational recovery, and
aligns with IT disaster recovery. Our multi-disciplinary Global Incident Management Program supports our ability to manage crises and
incidents of all types.
We internally conduct regular location risk assessments and on-demand loss control surveys of key operating companies and supplier
locations with our insurers. We work with our operating companies to cost-effectively implement recommendations for continued
improvement.
Our IT infrastructure and flex work policies allow our staff to conduct business effectively from essential, alternate, and virtual locations.
Many of our businesses have diversified personnel and support centers that have capabilities to cover and adapt between regions.
For insights into our climate-related physical risks, see the Sustainability statements.
→ For related information on our approach to
climate change resilience adaptation, see
Actions and resources related to climate change
(E1-3) in Sustainability statements
Brand and reputation
With the increasing prominence of the Wolters
Kluwer brand, the company potentially
becomes more vulnerable to brand or
reputation risks. The integrity of our brand and
reputation is key to our ability to maintain
trusted relationships with our stakeholders,
including employees, customers, and investors.
Balanced Our cross-functional global brand organization oversees the brand strategy and ensures consistent implementation of our global brand
initiatives throughout the group.
The Global Brand, Communications & Digital Marketing (GBCM) team partners closely with corporate functions and our businesses to
strengthen brand equity and awareness, while proactively identifying and mitigating potential reputational risks. Our global incident
management teams include members whose role it is to prepare for, protect against, respond to, and recover from actual or potential
brand and reputation risks that may arise during major incidents.
We continuously monitor global media and social conversations about our brand and thought leadership to detect emerging risks and act
swiftly to protect the brand.
Treasury
We are exposed to a variety of financial risks,
including market, liquidity, and credit risks.
Our results are subject to movements in
exchange rates.
Conservative Whenever possible, we mitigate the effects of currency and interest rate fluctuations on net profit, equity, and cash flows by creating
natural hedges, by matching the currency profile of income and expense and of assets and liabilities.
When natural hedges are not present, we aim to realize the same effect with the aid of derivative financial instruments. We have identified
hedging ranges and put policies and governance in place, including authorization procedures and limits.
We purchase and hold derivative financial instruments only with the aim of mitigating risks. The cash flow hedges and net investment
hedges qualify for hedge accounting as defined in IFRS 9 – Financial Instruments. We do not purchase or hold derivative financial
instruments for speculative purposes.
The Treasury Policy on market risks (currency and interest), liquidity risks, and credit risks is reviewed by the Audit Committee, with
quarterly reporting by the Treasury Committee to the Audit Committee on the status of these financial risks.
In 2025, we mitigated liquidity risk by securing additional funding with two new €500 million Eurobonds: a seven-year Eurobond in March
and a five-year Eurobond in June. Furthermore, the group has extended its €600 million multi-currency revolving credit facility for one
year, bringing the maturity of the facility to 2030.
Further disclosure and detailed information on financial risks and policies is provided in Note 29 – Financial risk management in the
Financial statements.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Operational risks continued
Post-employment benefits
Funding of our post-employment benefit
programs, including frozen or closed plans,
could be adversely affected by interest rates
and the investment returns on the assets
invested in each respective plan. These are
influenced by financial markets and economic
conditions.
Conservative We evaluate all our employee benefit plans to ensure we are competitive. We simultaneously assess if the plan designs can reduce
financial risk and volatility. We also continuously monitor opportunities to make our plans more efficient.
We partner closely with independent expert advisors on market competitive plan design, plan performance monitoring, and defining
investment and hedging strategies for all our plans. Our aim is to maximize returns while managing downside risk in the plans.
In 2025, we continued to prudently manage our benefit plans. In the Netherlands, our work to comply with the Future Pensions Act
requirements continued in 2025, in collaboration with the Pension Fund Board, works council, and external experts. In 2025, it was decided
to delay the transfer from a defined benefit plan to a defined contribution plan with one year, to January 1, 2028. The U.S. and U.K. pension
plans successfully completed buy-in transactions whereby Wolters Kluwer sold the U.K. pension investment assets and the corresponding
liabilities to an insurance company, while the U.S. pension plan was terminated in November 2025. The result of these buy-in transactions
was that we removed most of the pension-related financial risks for the group.
The accounting for defined benefit plans is based on annual actuarial calculations in line with IAS 19 – Employee Benefits, disclosed in
Note 30 – Employee benefits in the Financial statements.
Taxes
Changes in operational taxes and corporate
income tax rates, laws, and regulations could
adversely affect our financial results, and tax
assets and liabilities.
Conservative Apart from income taxes, most taxes are either transactional or employee-related and are levied from the legal entities in the relevant
jurisdictions.
We have tax policies in place and tax matters are dealt with by a professional tax function, supported by external advisors. We provide
training to our tax staff where appropriate.
We monitor legislative developments in the jurisdictions in which we operate and consider the potential impacts of proposed regulatory
changes, such as the Pillar II (Global Minimum Tax) rules enacted per January 1, 2024.
To ensure the accuracy and reliability of our tax data, we utilize Tagetik Software for tax provisioning and managing Pillar II (Global
Minimum Tax) rules.
We maintain a liability for uncertain income tax positions in line with IAS 12 – Income Taxes and IFRIC 23 – Uncertainty over Income Tax
Treatments. The adequacy of this liability is evaluated on a regular basis in consultation with external advisors.
Note 15 – Income tax expense and Note 22 – Tax assets and liabilities in the Financial statements set out further information about income
tax and related risks.
As a leader in tax and accounting products, we take our responsibility as a corporate citizen seriously. Our approach to tax matters is
explained in our Tax Principles that are reviewed annually and updated as appropriate. Wolters Kluwer also subscribes to the principles of
the VNO-NCW Tax Governance Code that was issued in 2022. Wolters Kluwer’s tax policy and principles are in line with this code and
comply with all elements therein. Further information can be found in our Tax Principles available on our website. The full version of the
VNO-NCW Tax Governance Code is available at www.vno-ncw.nl/taxgovernancecode.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Legal and compliance risks
Regulatory and compliance
Failure to comply with applicable laws,
regulations, internal policies, and ethical
standards could result in fines, loss or
suspension of business licenses, restrictions on
business, third-party claims, and reputational
damage. Economic sanctions or other
regulatory restrictions could impact our
revenues in certain jurisdictions.
Conservative We have established governance structures, policies, and control programs to ensure compliance with laws, internal policies, and ethical
standards. Our global Ethics & Compliance program is designed to mitigate the risk of non-compliance with laws, regulations, internal
policies, and ethical standards. It includes a set of policies and procedures, annual ethics and compliance risk assessments, ongoing
communication and awareness activities, and company-wide and role-based training.
Our Code of Business Ethics describes our commitment to acting ethically and complying with our corporate policies and applicable laws.
It includes topics such as competing fairly and prohibiting bribery and corruption. Our business partners are expected to adhere to the
same ethics and compliance standards through commitment to our Supplier Code of Conduct or an equivalent standard.
Some topics, including trade compliance, AI, and anti-bribery and anti-corruption, are further detailed in standalone policies. As part of
our trade sanctions and anti-bribery and anti-corruption programs, we also conduct risk-based screening and monitoring of vendors,
third-party representatives, and customers.
Our global SpeakUp program encourages employees to report any suspected breach of laws, regulations, internal policies, and ethical
standards for investigation and remediation.
We further operate a cross-functional enterprise-wide compliance program for data privacy laws. Where possible, we implement global
baseline policies that allow for compliance with new and anticipated laws in multiple jurisdictions.
Compliance with laws and internal policies is also an integral part of our Internal Control Framework for Financial Reporting. This includes
semi-annual letters of representation, annual internal control testing, and regular internal audits on compliance topics.
We continually evaluate whether legislative changes, regulatory developments, new products, or business acquisitions require additional
compliance efforts. We monitor legislative developments and regulatory changes, including those related to data privacy, data protection,
corporate sustainability (reporting), artificial intelligence, and trade sanctions, to assess the potential impact on our businesses, products,
and services.
Our compliance program is designed considering the guidance of the U.S. Department of Justice’s Evaluation of Corporate Compliance
Programs. This guidance outlines how to assess the design, implementation, and effectiveness of compliance programs, and it has become
a widely referenced benchmark for structuring risk-based compliance efforts.
Contractual risks
We could be exposed to claims by our
contractual counterparties based on alleged
non-compliance with contractual terms,
including breach of covenants in financing and
other agreements. This includes the number of
users agreed upon, price commitments, and
service delivery.
Minimal We negotiate contracts with particular attention to risk transfer clauses, insurance, limitations on liability, representations, warranties,
and covenants.
For a significant portion of our supplier spend, we use contract management systems to monitor certain contractual rights and
obligations, and software tools to track the use of software for which licenses are required.
We use contract playbooks prepared by our internal legal department to standardize contract language and negotiation positions with
respect to customer contracts. We implemented a global contract lifecycle management tool for our significant commercial agreements
which helps us manage compliance with third-party agreements, tracks key dates and milestones, monitors compliance with our
contracting policies and standards, and mitigates operating risks by automating contracting processes.
Our limitation of liability policy establishes a market-based cap on liability that the company will assume in agreements with customers
subject to exceptions that may be approved by a member of the Executive Board after balancing of risks and benefits.
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Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Legal and compliance risks continued
Intellectual property protection
Intellectual property rights could be
challenged, limited, invalidated, circumvented,
or infringed. Our ability to protect intellectual
property rights may be affected by emerging
technology, including AI, or changes in
legislation or judicial rulings.
Conservative We protect our intellectual property rights to safeguard our portfolio of information, software solutions, and services.
We rely on trademark, copyright, patent, and other intellectual property laws to establish and protect our proprietary rights to these
products and services. We also monitor legislative developments with respect to intellectual property rights.
We protect and enforce our intellectual property assets by monitoring for potential infringement and then taking appropriate action
to safeguard our proprietary rights.
Legal claims
We may be involved in legal disputes and
proceedings in different jurisdictions. This may
include litigation, administrative actions,
arbitration, or other claims involving our
products, services, informational content
provided or published by the company,
divested businesses, or employee and vendor
relations.
Minimal We have measures in place to mitigate the risk of legal claims, including contractual disclaimers and limitations of liability.
We monitor legal developments relevant to our interests to support our businesses in compliance with applicable laws.
We manage a range of insurable risks by arranging insurance coverage for potential liability exposures.
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Sensitivity analysis Potential impact
Adjusted
operating profit
€ millions
Diluted
adjusted EPS
€ cents
Fluctuations in currency exchange, discount, interest, and taxrates
affect Wolters Kluwer’s results. This table illustrates the sensitivity to
a change in these rates for adjusted operating profit and diluted
adjusted EPS:
1% decline of the U.S. dollar against the euro (14) (5)
1% decrease in discount rate in determining the gross service costs for the post-employment benefit plans (5) (2)
1% increase in interest rate assuming same mix of variable and fixed gross debt n/a (1)
1% increase in the benchmark tax rate on adjusted net profit n/a (7)
Risk management continued
Risk description and risk appetite Risk appetite Mitigation
Reporting risks
Financial reporting risks: misstatements,
accounting estimates and judgments, and
reliability of systems
The processes and systems supporting financial
reporting may be susceptible to unintentional
misstatements or manipulation. The
preparation of financial statements in
conformity with IFRS requires management to
make estimates, judgments, and assumptions.
The estimates and underlying assumptions are
based on historical experience and various
other factors that are believed to be reasonable
under the circumstances. Actual results may
differ from those estimates.
Minimal We maintain an Internal Control Framework for Financial Reporting. Our Internal Audit and Internal Control departments monitor progress
in resolving any audit findings and perform follow-up procedures, including remediation testing, to determine whether those findings are
resolved timely and effectively.
Senior executives in our divisions and operating companies and senior corporate staff members sign letters of representation semi-
annually, certifying compliance with applicable financial reporting regulations and accounting policies.
Independent internal control reviews are carried out to ensure compliance with policies and procedures. These reviews ensure that
existing controls provide adequate protection against known risks.
Financial results prepared by local and divisional management are reviewed by our Business, Analysis & Control, Consolidation, Group
Accounting & Reporting, Treasury, and Corporate Tax departments, and are discussed in monthly development meetings as part of regular
business reviews with the Executive Board.
Our Group Accounting & Reporting and Business Analysis & Control departments periodically provide updates and training to our
businesses about changes in policies, accounting standards, and financial focus areas. Reconciliations of statutory accounts are done by
the Group Accounting & Reporting and Corporate Tax departments, which include a comparison between group reported figures, statutory
figures, and tax filings.
Non-financial reporting risks
The volume and complexity of sustainability
reporting, driven by regulatory requirements
(e.g. the EU Corporate Sustainability Reporting
Directive) and stakeholder expectations, create
a risk that sustainability-related information
may not be complete, accurate, or timely. The
complexity of the data collection, and
specifically the reliance on global supply
chains, as well as legal uncertainty due to
evolving sustainability reporting regulations
contribute to this risk.
Conservative We have a cross-functional team of sustainability and finance experts for our non-financial (sustainability) reporting, based on documented
processes, reviews, and controls. Specifically, we have a sustainability reporting manual that details the steps of the reporting process.
For each material reporting topic, dedicated owners are appointed. Relevant training is provided to those topic owners. Further, an Internal
Control Framework for Sustainability Reporting (ICSR) has been implemented, covering material ESG datapoints. The ICSR is annually
reviewed for enhancements of controls based on feedback from our external auditor alongside reviews of internal sustainability processes
for maturity and improvements. Our Internal Audit department performs periodic audits and thematic reviews on our ESG reporting.
We monitor the developments of any sustainability reporting regulations applicable to us so that we can timely adjust our reporting
where needed.
→ For further information about sustainability
reporting, see Sustainability statements
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Statements by the
Executive Board
The Executive Board is responsible for the preparation of the
financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union
and with Part 9 of Book 2 of the Dutch Civil Code. The financial
statements consist of the consolidated financial statements
andthe company financial statements. The responsibility of the
Executive Board includes selecting and applying appropriate
accounting policies and making accounting estimates that are
reasonable in the circumstances.
The Executive Board is also responsible for the preparation
ofthe Report of the Executive Board (bestuursverslag), which
forthis statement includes the Strategic report, Corporate
governance, Risk management, and Sustainability statements,
included in the 2025 Annual Report. The Report of the Executive
Board and 2025 Financial statements are prepared in accordance
with Part 9 of Book 2 of the Dutch Civil Code. The Executive
Boardendeavors to present a fair review of the situation of the
business at balance sheet date and of the course of affairs in
theyear under review. Such an overview contains a selection
ofsome of the main developments in the financial year and
cannever be exhaustive.
The company has identified the main risks it faces. These risks
and the risk appetite are described in the Risk management
chapter. In line with the Dutch Corporate Governance Code and
the Dutch Act on Financial Supervision (Wet op het financieel
toezicht), the company has not provided an exhaustive list of all
possible risks, but instead focused on those risks which, based
on the company’s current assessment, could potentially have a
meaningful impact on the company. Furthermore, developments
that are currently unknown to the Executive Board or considered
to be unlikely may change the future risk profile of the company.
The Executive Board is responsible for establishing and
maintaining adequate internal risk management and control
systems that are suitable for the company. The design of
these systems and the risk appetite are described in the Risk
management chapter. During the financial year, the Executive
Board has assessed the design and effectiveness of these
systems, and discussed the results with the Audit Committee,
theSupervisory Board, and the external auditor. Whilst the
company continuously works towards improving its processes
and procedures, the internal risk management and controls
systems cannot provide absolute certainty that all risks have
been identified or are effectively managed. The level of certainty
that can be provided is influenced by, among other things,
inherent limitations to internal risk management and control
systems, business considerations such as the company’s risk
appetite, the complexity of the company’s operations, and the
dynamic nature of the business environment. Certain risks
remain outside the company’s direct control, as they depend
onthird parties or external circumstances beyond the
company’sinfluence.
As required by provision 1.4.3 of the Dutch Corporate Governance
Code and Section 5:25c(2)(c) of the Dutch Act on Financial
Supervision (Wet op het financieel toezicht) and on the basis
ofthe foregoing and the explanations contained in the Risk
management chapter, the Executive Board confirms that to
itsknowledge:
• The Report of the Executive Board provides sufficient insights
into failings in the effectiveness of the internal risk
management and control systems;
• The company’s internal risk management and control systems
provide reasonable assurance that the financial reporting over
2025 does not contain material inaccuracies;
• The company’s internal risk management and control systems
provide limited assurance that the Sustainability statements
over 2025 do not contain material inaccuracies;
• The Executive Board, at balance sheet date, is not aware that
the internal risk management and control systems do not
provide sufficient comfort that the operational risks and legal
and compliance risks identified in the Risk management
chapter are effectively managed considering the company’s
risk appetite, where “sufficient comfort” is to be read as:
comfort considering the company’s risk appetite, the
complexity of the enterprise, inherent limitations to these
systems and other disclosures on these systems in the Report
of the Executive Board;
• Based on the current state of affairs, it is justified that the
financial reporting is prepared on a going concern basis;
• The Report of the Executive Board states the material risks,
asreferred to in best practice provision 1.2.1 of the Dutch
Corporate Governance Code, and the uncertainties, to the
extent that they are relevant to the expectation of the
company’s continuity for a period of twelve months after
thepreparation of the report;
• The 2025 Financial statements give a true and fair view of the
assets, liabilities, financial position, and profit or loss of the
company and the undertakings included in the consolidation
taken as a whole; and
• The Report of the Executive Board provides a fair review of the
situation at the balance sheet date and of the course of affairs
during the financial year of the company and the affiliated
companies included in the Consolidated financial statements
taken as a whole.
Due to inherent limitations to risk management and control
systems, the above does not imply that these systems and
procedures provide certainty as to the realization of strategic,
operational, compliance and reporting objectives, nor that they
can prevent all misstatements, inaccuracies, fraud, operational
issues, or non-compliance with laws and regulations.
Alphen aan den Rijn, February 24, 2026
Executive Board
Nancy McKinstry
CEO and Chair of the Executive Board
Stacey Caywood
Member of the Executive Board, Designated CEO and Chair of the
Executive Board
Kevin Entricken
CFO and Member of the Executive Board
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Executive Board
Nancy McKinstry
American, 1959, Chief Executive Officer and Chair of the
Executive Board since September 2003, and Member of the
Executive Board since June 2001, retiring in February 2026.
As CEO and Chair of the Executive Board, Ms. McKinstry is
responsible for divisional performance, Global Strategy,
Business Development and Innovation, Technology, Global
Business Services, Branding and Communications, Human
Resources, Corporate Governance, and Sustainability.
Kevin Entricken
American, 1965, Chief Financial Officer and Member of the
Executive Board since May 2013.
As CFO and Member of the Executive Board, Mr. Entricken
is responsible for all finance functions within the group,
including divisional finance, Group Accounting & Reporting,
Business Analysis & Control, Taxation, and Treasury, as
well as Internal Audit, Internal Controls, Risk Management,
Investor Relations, and Global Law and Compliance.
Stacey Caywood
American, 1963, Member of the Executive Board from May
2025. Designated Chief Executive Officer and Chair of the
Executive Board.
As CEO and Chair of the Executive Board, Ms. Caywood
will be responsible for divisional performance, Global
Strategy, Business Development and Innovation, Technology,
Global Business Services, Branding and Communications,
Human Resources, Corporate Governance, and Sustainability.
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Supervisory Board
Jack de Kreij
Dutch, 1959, Vice-Chair of the Supervisory
Board, and Chair of the Audit Committee.
Appointed in 2020, and current term
until2026.
Former CFO and Vice-Chair of the Executive
Board of Royal Vopak N.V.
Other positions:
• Member Supervisory Board, Chair Audit
Committee, and member Remuneration
Committee of ASML N.V.
• Member Supervisory Board, Chair Audit
Committee, and member ESG Committee
ofRoyal Boskalis Westminster N.V.
• Chair VEUO (Dutch Association of
Securities-Issuing Companies)
• Member of the Board of Stichting
Preferente Aandelen Philips
Anjana Harve
American, 1972, member of the Selection &
Remuneration Committee. Appointed in 2024,
and current term until 2029.
Chief Digital Officer of Astellas Pharma,
Inc.Former Executive Vice President and
Chief Information Officer at BJ’s Wholesale
Club, Inc.
Heleen Kersten
Dutch, 1965, Co-Chair of the Selection &
Remuneration Committee, dealing with
remuneration matters. Appointed in 2022,
and current term until 2026.
Partner and Lawyer at Dutch law firm
StibbeN.V.
Other positions:
• Chair of the Board of the Netherlands
Red Cross
• Member of the Governing Board of the
International Federation of Red Cross and
Red Crescent Societies (IFRC)
• Chair of the Board of Vereniging
Rembrandt
Ann Ziegler
American, 1958, Chair of the Supervisory
Board, and Co-Chair of the Selection
and Remuneration Committee, dealing
with selection and appointment matters.
Appointed in 2017, and current term until 2027.
Former Senior Vice President, CFO, and
Executive Committee member of CDW
Corporation
Other positions:
• Member of the Board (Non-Executive
Director) of US Foods Holding Corp.
• Member of the Board (Non-Executive
Director) of Reynolds Consumer
Products,Inc.
Hikmet Ersek
Austrian, Turkish and American, 1960,
member of the Selection and Remuneration
Committee. Appointed in 2025, and current
term until 2030.
Former CEO of The Western Union Company
Other positions:
• Non-Executive Director at Voya
Financial,Inc.
• Member of the Advisory Board of
Waterdrop Microdrink GmbH
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Supervisory Board continued
Sophie V. Vandebroek
American, 1962, member of the Audit
Committee. Appointed in 2020, and current
term until 2028.
Founder Strategic Vision Ventures, LLC
and former CTO of Xerox, and former
Chief Operating Officer at IBM Research
Other positions:
• Member Board of Directors (Non-Executive
Director) and member Finance and
Governance & Corporate Responsibility
Committees of IDEXX Laboratories, Inc.
• Member of the Board of Directors (Non-
Executive Director) and Member of the
Audit Committee of Revvity, Inc.
• Member Board of Directors (Non-Executive
Director) and member Compensation and
Nomination and Corporate Governance
Committees of Inari Agriculture
• Trustee Emeritus of the Boston Museum
ofSciences
• Honorary Professor, KU Leuven Faculty
ofEngineering Science
• Chair of the International Advisory Board,
Flanders AI Research Program
Chris Vogelzang
Dutch, 1962, member of the Audit Committee.
Appointed in 2019, and current term until 2027.
Former CEO of Danske Bank A/S
Other positions:
• Independent Non-Executive Director and
member of the Responsible Business
Committee at Lloyds Banking Group
• Senior Advisor, Boston Consulting Group
• Senior Advisor, Blackstone Group
Rose Lee
American, 1965, member of the Audit
Committee. Appointed in 2025, and current
term until 2030.
Acting CEO and Executive Chair at Resource
Label Group
Other position:
• Non-Executive Director of the Board of
Solstice Advanced Materials, Inc.
David Sides
American, 1970, member of the Audit
Committee. Appointed in 2024, and current
term until 2028.
Director on the Board and former CEO
of NextGen Healthcare, Inc.
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Report of the
Supervisory
Board
In an industry where talent is
paramount, the Supervisory
Board continues to review and
discuss the company’s ability
to attract and retain the critical
skills for an AI-powered future.
Ann Ziegler
Chair of the
Supervisory Board
Introduction by the Chair of
theSupervisory Board
On behalf of the Supervisory Board, I am pleased to present, the
Report of the Supervisory Board for the year ended December 31,
2025. While economic conditions and customer markets were
reasonably stable in 2025, the rate of AI adoption in our
professional markets accelerated. The Supervisory Board was
therefore delighted to see the commercial launch of our
enterprise-grade generative AI conversational interface for
UpToDate Expert AI, initially for large U.S. hospital systems and
select international markets. The Supervisory Board was also
impressed by the speed at which the Tax & Accounting division
developed and launched its new suite of agentic AI productivity
tools for U.S. accountants using our CCH Axcess platform.
These AI-powered capabilities are integrated into our workflow
solutions and thereby can leverage our proprietary content
anddeep domain expertise, and are often connected to wider
eco-systems. The Supervisory Board was pleased to see the
excellent performance of 2025 acquisitions, which contribute
positively to our strategic priorities.
The Supervisory Board remains committed to a high standard
ofcorporate responsibility across all material topics that impact
our stakeholders or pose a material financial risk to the business.
The Sustainability statements in this report demonstrate
continued progress in meeting those high standards.
During the year, the Supervisory Board engaged regularly with
management on divisional developments and competitive
dynamics, and on ensuring the company has the organizational
capabilities and investment capacity needed to deliver on an AI
driven strategy. In particular, the Supervisory Board was focused
on monitoring the company’s progress on delivering generative
and agentic AI capabilities. Talent management was another area
of focus for discussion. In an industry where talent is paramount,
the Supervisory Board continues to review and discuss the
company’s ability to attract and retain the critical skills for an
AI-powered future. Markets for skilled and experienced
technology talent are highly competitive, and in this context, the
Supervisory Board was grateful to see the strong shareholder
support for the 2024 remuneration report and the amended
remuneration policy at the AGM in May2025.
Mr. Jack de Kreij, our Vice-Chair and Chair of the Audit Committee,
will retire after the 2026 AGM as planned, in line with his decision
in 2024 to make himself available for reappointment for one final
two-year term. We highly appreciate his great dedication and
contribution to the Supervisory Board over the last couple of
years. At the same time, we are very pleased to nominate Mr.
Maarten de Vries as new member of the Supervisory Board in the
2026 AGM. The Supervisory Board offers its best wishes to Nancy
McKinstry on her retirement per February 2026 and expresses its
deep gratitude for her many years of visionary leadership and
commitment in driving the transformation of Wolters Kluwer,
providing the company with a very strong foundation from which
to pursue future opportunities. I look forward to leading the
Supervisory Board in 2026 and to providing guidance to the new
CEO as she executes on her plan to accelerate the pace at which
we pursue growth.
Ann Ziegler
Chair of the Supervisory Board
This report details the activities of the Supervisory Board and its committees
during 2025. TheSupervisory Board oversees the Executive Board in formulating
and implementing the strategy, setting targets and policies, and supervises the
general course of affairs of thecompany. TheSupervisory Boardalso acts as
advisor to the Executive Board.
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Board represents the relevant skill sets and the required areas
ofexpertise. The Supervisory Board meetings take place in an
open, constructive, and transparent atmosphere with each of
themembers actively participating. The Supervisory Board
remains focused on a good balance between pre-read materials,
presentations, and discussions, as well as interactive discussions
with several layers of management. Based on feedback of the
Supervisory Board, the Executive Board invited two external
speakers to provide an outside-in view on the company.
In addition to the formal evaluation process, as a standard
practice, the Chair of the Supervisory Board gives feedback
totheChair of the Executive Board in individual meetings. The
Chairalso has individual meetings with other members of the
Supervisory Board throughout the year as deemed appropriate.
All members can request additional information and share
suggestions to further enhance the quality of the Supervisory
Board meetings.
In addition to the information provided by the company, the
Supervisory Board members have access to an individual budget
to pursue external training which they deem relevant to their
role. Several Supervisory Board members have utilized this
option to attend training courses, including programs focused
onAI.
Strategy
The Supervisory Board was kept closely informed on the first
year of execution of the three-year strategy for 2025-2027, which
was announced in February 2025. The Supervisory Board was
alsoclosely involved in discussing the further evolution of the
strategy, as laid out in the Vision & Strategy Plan (VSP) for
2026-2028, which was approved by the Supervisory Board. The
further implementation of AI, including generative AI and agentic
AI, in Wolters Kluwer’s products, along the continued focus on
expert solutions, are key elements of the strategy and will be
drivers of future growth. These topics were discussed in various
Supervisory Board meetings. The Supervisory Board also
supports the ESG ambitions in the strategy. The Supervisory
Board believes the strategy will contribute to the company’s
ambition of sustainable long-term value creation for the
company’s stakeholders.
Meetings
The Supervisory Board held seven scheduled meetings in
2025.Five of these meetings included a session for Supervisory
Board members only, without the members of the Executive
Board being present. Two additional meetings were scheduled,
todiscuss the succession of Ms. McKinstry and the acquisition
ofBrightflag. The Chair of the Supervisory Board had regular
contact with the Chair of the Executive Board.
Financial Statements
The Executive Board submitted the 2025 Financial statements to
the Supervisory Board. The Supervisory Board also took notice
of the report and the statement by KPMG Accountants N.V. (as
referred to in Article 27, paragraph 3 of the company’s Articles
ofAssociation), which the Supervisory Board discussed with
KPMG. Following a review by the Audit Committee as well as the
full Supervisory Board, the members of the Supervisory Board
signed the 2025 Financial statements, pursuant to their statutory
obligation under clause 2:101 (2) of the Dutch Civil Code. The
Supervisory Board proposes to the shareholders that they adopt
these 2025 Financial statements at the 2026 AGM.
→ See the Financial statements
Evaluations
The Supervisory Board discussed its own functioning, as well as
the functioning of the Executive Board and the performance of
the individual members of both Boards. These discussions were
partly held without the members of the Executive Board being
present, followed by individual meetings with the members of
the Executive Board. The evaluation of the Executive Board
members was positive and contributed to the constructive
dialogue between the Supervisory Board and the Executive Board
members. The composition of the Supervisory Board, the Audit
Committee, and the Selection and Remuneration Committee
was also discussed in the absence of the Executive Board. The
Supervisory Board members completed a self-assessment for
the evaluation of its activities and participation by its members.
Overall, the outcome of the evaluation was positive. The
evaluation confirmed that the composition of the Supervisory
As in other years, the divisional CEOs presented their VSPs for
theupcoming three-year period (2026-2028) to the Supervisory
Board. These presentations enable the Supervisory Board to
obtain a good view of the opportunities and challenges for each
of the divisions and to support the Executive Board in making
the right strategic choices and investment decisions for each
business. The Supervisory Board considers it important to
meetthe divisional CEOs periodically and to receive an update
fromthem on performance, key market trends, strategy, and
competitive developments. In addition, with a view on talent
development and succession, the Supervisory Board had the
opportunity to interact directly with senior management in
various venues.
→ For more information, see Strategy and business model
In September 2025, the Supervisory Board visited the New York
office where management of the Health division presented
itsbusiness. In addition to the Health divisional VSP, several
managers of the health division presented their businesses
andgave product demos. The Supervisory Board also attended
apanel discussion with customers of the Health division. The
Supervisory Board extensively discussed the opportunities
andthreats with respect to AI with management of the Health
division and the Executive Board. The product presentations
gavefurther insight into the practical application of AI in
WoltersKluwer products. The interaction with several layers of
management and customers during the working visit contributes
significantly to the Supervisory Board’s deep understanding and
oversight of the business.
Innovation is a key component of the company’s strategy.
TheSupervisory Board was informed about the innovation
activities and investments within Wolters Kluwer and strongly
supports these activities. As part of the strategy, the company
annually reinvests a significant portion of group revenues (12-13%
of revenues in 2026 and beyond) into product development,
inaddition to actively exploring potential value-adding
acquisitions. 2025 was the sixteenth consecutive year in which
Wolters Kluwer rewarded promising new business initiatives via
the Global Innovation Awards (GIA). This event enables teams
across the company to present their innovative ideas. The awards
are ultimately given by a jury consisting of internal and external
experts. As in prior years, the winning ideas are being funded
Report of the Supervisory Board continued
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it important to be aware of the main developments with respect
to competition and the markets in which the company operates.
An overview of the most important developments including AI
enhancements with respect to traditional and new competitors,
including start-ups, is discussed during each Supervisory Board
meeting. In addition, the divisional VSP presentations include
information on the competitive landscape in the various global
markets in which they operate.
Acquisitions and divestments
The Executive Board kept the Supervisory Board informed about
all pending acquisition and divestment activities. Acquisitions
with a deal value in excess of €150 million require Supervisory
Board approval. In 2025, the Supervisory Board approved the
acquisitions of Registered Agent Solutions, Inc. (RASi) and
Brightflag, following in-depth explanations by the Executive
Board, together with the business development and management
teams. The Supervisory Board also discussed the performance
and value creation of previous acquisitions, taking into
consideration Wolters Kluwer’s financial and strategic criteria for
acquisitions. The lessons learned from these annual reviews are
taken into consideration for future acquisitions. The Supervisory
Board was pleased to see that overall, the performance of
acquired companies in the last three years, was in line with or
above the expectations at the time the acquisitions were made.
Corporate governance and risk
management
The Supervisory Board was kept informed about developments
with respect to corporate governance and risk management.
The Supervisory Board and Audit Committee discussed risk
management, including the risk profile of the company and the
risk appetite per risk category, as well as the assessment of
internal risk management and control systems and ongoing
actions to further improve these systems. The Supervisory Board
also discussed the amendments to the Dutch Corporate
Governance Code in relation to risk management.
→ For more information, see Corporate governance and Risk
management
and commercialized. In 2025, there were over 560 GIA
submissions. Of these, three category winners were chosen
and, in addition, two innovation ideas were recognized by
Ms. McKinstry and Ms. Caywood with CEO Choice Awards. One
previous GIA finalist team presented its innovation submission
to the Supervisory Board. A strong culture of innovation and
continuing investment in new and enhanced products, including
expert solutions, is an important means for driving sustainable
long-term value creation at Wolters Kluwer.
AI remains a key focus area for the company. Within Wolters
Kluwer, the Digital eXperience Group (DXG) leads the AI Center
of Excellence and plays an important role in the company’s
innovation by offering scalable services and technology which
can be re-used in business units across the company. DXG
management presented its annual update to the Supervisory
Board, which included the company’s actions and governance
structure with respect to AI and SaaS-based offerings and
a deepfocus on building trustworthy and safe AI solutions.
On a separate occasion, DXG management and the strategy team
jointly delivered a presentation on unlocking the value of AI. In
November, DXG organized its annual Virtual AI Conference again,
at which one of the Supervisory Board members was featured as
an interview guest. During the year, there was a continued focus
on embedding AI in expert solutions and automating workflows
using agentic AI. The Supervisory Board also discussed the risks
and opportunities regarding potential content licensing deals in
relation to AI. While the company carefully monitors potential
threats and business disruption, management and the
Supervisory Board believe that overall, AI is bringing significant
valuable opportunities for the company. The Supervisory Board
appreciated the opportunity to have several in-depth dialogues
on this topic with the Executive Board throughout the year.
In line with prior years, management of Global Business Services
(GBS) presented its VSP, which included the company’s internal
technology infrastructure, workplace technologies, and an
update on cybersecurity and disaster recovery plans. Due to the
rapidly changing technological developments, these remain key
topics. The Supervisory Board appreciated the detailed insight in
the plans and actions and overall feels that the IT infrastructure
of Wolters Kluwer is well managed.
In relation to the strategy, the Supervisory Board also considers
Sustainability
The Supervisory Board has oversight of and actively discussed
the company’s sustainability/ESG performance and reporting.
The Supervisory Board is supportive of the company’s
sustainability approach and the focus on environmental and
social matters.
The Audit Committee and Supervisory Board were kept
informed and provided input on the Sustainability statements.
These statements are based on the EU Corporate Sustainability
Reporting Directive (CSRD) and the European Sustainability
Reporting Standards (ESRS). Following the extensive and
thorough double materiality assessment in 2023 and 2024,
which was approved by the Supervisory Board in early 2025, the
Company performed a confirmatory assessment in 2025, which
did not lead to any changes in material topics, and which
was discussed with the Audit Committee. In addition, the
Supervisory Board was kept informed on other environmental
and social topics.
The responsibilities of the Supervisory Board and its committees
with respect to sustainability are reflected in the By-Laws of the
Supervisory Board and the Terms of Reference of its Committees,
underpinning the commitment of the Supervisory Board to
carefully monitor this topic and provide the Executive Board
with advice. The Supervisory Board competences matrix reflects
the required expertise regarding sustainability/ESG and
sustainability reporting within the Supervisory Board. The
Supervisory Board members stay up to date on sustainability
topics, through the updates of the Corporate Sustainability team.
The focus on sustainability is also reflected by the fact that since
2021, non-financial targets make up 10% of the Executive Board’s
short-term incentive targets. The Supervisory Board continues
to support the sustainability activities of the company and
believes that these efforts will contribute to an inclusive culture
of integrity, accountability, and transparency, supporting the
sustainable long-term value creation for all stakeholders.
→ For more information see Information provided to, and
sustainability matters addressed by, the Executive Board and
Supervisory Board (GOV-2) in the Sustainability statements.
Report of the Supervisory Board continued
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Other financial subjects discussed included the annual budget,
the financial outlook, the achievement of financial targets,
theinterim and final dividends, the outcome of the annual
impairment test, and the annual and interim financial results.
The dividend increase of 12% over 2024, which was approved by
the AGM in 2025, and the proposed dividend increase of 8% over
2025, to be approved by the AGM in 2026, are in line with the
progressive dividend policy and a sign of the strong confidence
the Executive Board and Supervisory Board have in the future
and financial stability of the company. Together with the share
buyback programs, the cash-return to shareholders is well
balanced with the annual investment in product development
ofapproximately 12-13% of revenues in 2026 and beyond, and the
financial flexibility for acquisitions.
Investor relations
The Supervisory Board was well informed about investor
relations activities, which is a standing agenda item during the
Supervisory Board meetings. The Investor Relations updates
included share price developments, key topics for shareholders,
communication with shareholders, shareholders’ views on
acquisitions, analyst research, ESG developments, and the
composition of the shareholder base. The Supervisory Board
alsocarefully reviewed and approved the annual report and
press releases regarding the full-year and half-year results, as
well asthe first quarter and nine-month trading updates.
Audit Committee
The Audit Committee had four regular meetings in 2025, during
the preparation of the full-year 2024 and half-year 2025 results,
and the first-quarter 2025 and nine-month 2025 trading updates.
In 2025, the Audit Committee consisted of Mr. de Kreij (Chair),
Ms.Vandebroek, Mr. Vogelzang, Mr. Sides (appointed as of April
2025), and Ms. Lee (appointed as of November 2025). The regular
meetings of the Audit Committee were held in the presence of
the Executive Board members, the external auditor, the head of
Internal Audit, and other corporate staff members. During 2025,
as routine agenda items, the Audit Committee had discussions
with the external auditor, as well as with the head of Internal
Audit, without the members of the Executive Board being present
at the end of two meetings. In addition, the Chair of the
Talent management
Each year, the outcome of the annual talent review is discussed
by the Supervisory Board. Diversity and engagement at board
and senior management levels are important elements in that
discussion. Furthermore, as a standing topic during each
Supervisory Board meeting, the Supervisory Board is informed
about organizational developments, including appointments
atsenior positions within the company as well as employee
engagement programs. The Supervisory Board fully supports
allinitiatives in the company to enhance its engaged and
inclusive culture.
The Supervisory Board was updated on and discussed the
resultsof Wolters Kluwer’s employee engagement survey, which
measures important topics such as engagement, belonging,
alignment, agility, career development, and other components
that drive engagement and support an inclusive culture aimed
atsustainable long-term value creation.
Finance
The Supervisory Board and Audit Committee carefully observed
the financing of the company, including the financial position,
cash flow developments, and available headroom. The Supervisory
Board also closely monitored the development of, among
others,the net-debt-to-EBITDA ratio, liquidity planning, and
theequity position.
The Supervisory Board approved the share buyback program
of€1 billion which was completed on November 3, 2025, as well
as the additional €200 million share buyback for the period
November 6, 2025, through February 23, 2026, and the block
tradeto be executed in February 2026 to cover the EPS dilution
due toperformance shares and restricted stock units.
With respect to the funding of the company, the Supervisory
Board approved the new €500 million seven-year senior
Eurobonds, which were issued in March 2025, as well as the
new€500 million five-year senior Eurobonds which were issued
in June 2025.
Committee met with the CFO, the external auditor, the head
ofCorporate Finance, Budgeting & Reporting, and the head of
Internal Audit in preparation of the Committee meetings. After
every meeting, the Chair of the Committee reports back to the
full Supervisory Board.
Key items discussed during the Audit Committee meetings
included the financial results of the company, status updates
from Internal Audit and Internal Control, including the creation
and implementation of internal controls over sustainability/ESG
reporting, accounting topics, sustainability/ESG, pensions, the
group’s tax position and developments including reporting on
Pillar II (global minimum tax), impairment testing, the Treasury
Policy, the financing of the company, risk management including
the updated provisions of the Dutch Corporate Governance
Codein relation to risk management and the risk management
statement, restructuring plans, cybersecurity, hedging, litigation
reporting, corporate compliance and SpeakUp, incident
management, and the quarterly reports and the full-year report
on the audit of the external auditor, including the findings of
theexternal auditor in relation to the limited assurance on the
sustainability reporting.
After Deloitte finalized the audit of the 2024 reporting in early
2025, KPMG assumed the role of external auditor for the 2025
reporting. The Audit Committee closely monitored the transition,
which proceeded smoothly. As part of the transition, the Chair of
the Committee had an extra informal meeting with the external
auditor in July 2025, and a meeting with the external auditor and
the CFO in January 2026, to reconfirm that the audit process and
the transition was running as planned.
The Audit Committee has reviewed the proposed audit scope and
approach, the audit fees, and the independence of the external
auditor. Furthermore, the Audit Committee has reviewed and
approved the other assurance services, tax advisory services,
andother non-audit services provided by the external auditor.
The Auditor Independence Policy, which was updated in 2023,
isavailable on the website.
→ The Auditor Independence Policy can be found at:
www.wolterskluwer.com/en/investors/governance/policies-and-
articles
Report of the Supervisory Board continued
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For more information about the remuneration policies of the
Executive Board and the Supervisory Board and the execution
thereof, see the Remuneration report.
→ See Remuneration report
Composition of the Executive Board
In early 2025, the Supervisory Board discussed the succession
ofMs. McKinstry, who will retire after the presentation of the 2025
results in February 2026. The Supervisory Board nominated Ms.
Stacey Caywood as member of the Executive Board at the Annual
General Meeting of Shareholders of May 15, 2025 (2025 AGM). Ms.
Caywood will succeed Ms. McKinstry as CEOof WoltersKluwer
upon the retirement of Ms. McKinstry. Throughout 2025, the
Supervisory Board was kept closely informed during each
meeting about the CEO transition plan andprovided input. The
Supervisory Board is very pleased with the well-organized
smooth transition of responsibilities of Ms.McKinstry to Ms.
Caywood.
56%
of Supervisory Board members arefemale
Selection and Remuneration
Committee
The Selection and Remuneration Committee met six times in
2025. The Committee composition in 2025 was as follows:
Ms.Kersten (Co-Chair, dealing with remuneration-related
matters), Ms. Ziegler (Co-Chair, dealing with selection and
nomination-related matters), Mr. Sides (through March 2025),
Ms.Harve (appointed as of April 2025), and Mr. Ersek (appointed
as of November 2025).
After every meeting, the respective chairs of the Committee
report back to the full Supervisory Board. The resolutions
regarding nominations and remuneration were taken by
thefullSupervisory Board based on recommendations from
theCommittee.
The Committee made recommendations to the Supervisory Board
with respect to the nomination of Ms. Lee and Mr. Ersek, who
were appointed by the Extraordinary General Meeting (EGM) in
November 2025, as well as the nomination of Mr. Maarten de
Vries, who will be nominated for appointment in the 2026 AGM.
The Committee has discussed the remuneration policy and the
remuneration of the Executive Board members. The Committee
made recommendations to the Supervisory Board with respect
toSTIP and LTIP targets and verified the performance against
targets for the previous year. Early in 2025, the Committee
discussed the remuneration package for Ms. Caywood following
her appointment by the 2025 AGM and upon assuming the
CEOposition.
The Supervisory Board, based on the recommendation of the
Selection and Remuneration Committee, will submit a proposal
to increase the remuneration of the Supervisory Board members
to the 2026 AGM with the objective of aligning remuneration with
market practice, which will be posted on the company’s website.
→ The AGM agenda will be available at www.wolterskluwer.com/AGM
Composition of the Supervisory Board
The 2025 AGM reappointed Ms. Ziegler as Supervisory Board
member. In November 2025, an extraordinary general meeting
ofshareholders was organized, during which Ms. Rose Lee
andMr. Hikmet Ersek were appointed as new Supervisory
Boardmembers. Their appointment will further strengthen
theSupervisory Board’s ability to oversee and support the
company’s strategic direction aimed at sustainable long-term
value creation. Further, the expansion to nine members will
enhance continuity and help preserve institutional knowledge
within the Supervisory Board.
In 2026, the first term of Ms. Heleen Kersten will expire.
Ms.Kersten is available for reappointment. The Supervisory
Board, after careful consideration, will nominate Ms. Kersten
forreappointment for another four years at the 2026 AGM, in
linewith the Dutch Corporate Governance Code.
Mr. De Kreij, whose term expires upon conclusion of the 2026
AGM, will retire from the Supervisory Board as planned, in
linewith his decision in 2024 to make himself available for
reappointment for one final two-year term. The Supervisory
Board would like to express its gratitude to Mr. De Kreij for his
great dedication and contributions to the Supervisory Board,
particularly in his capacity as Vice-Chair of the Supervisory Board
and Chair of the Audit Committee.
The Supervisory Board is very pleased to nominate Mr. Maarten
De Vries as new member of the Supervisory Board at the 2026
AGM, considering his broad international management
experience and financial expertise.
The composition of the Supervisory Board is in line with its
profile and DEIB policy, reflecting a diverse composition with
respect to expertise, nationality, and gender, reflecting the
international nature and geographic scope of the company.
TheSupervisory Board currently has a male/female representation
of 44% male and 56% female, which is in line with the diversity
policy and Dutch law, requiring a representation of at least one
third male and female.
Report of the Supervisory Board continued
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The Supervisory Board would like to thank the Executive Board
and all employees worldwide for their efforts in the past year.
The strong results of the company and ongoing focus on serving
customers and sustainable long-term value creation, within an
innovative, diverse, and transparent culture, are highly
appreciated by the Supervisory Board.
The Supervisory Board would like to express its gratitude and
appreciation to Ms. McKinstry, who will retire in February 2026,
for her invaluable contribution over more than 22 years as
CEOand Chair of the Executive Board. Under Ms. McKinstry’s
extraordinary leadership, the company has undergone a
significant transformation, due to which it is strongly positioned
for the future. In addition to her strategic vision and strong
execution, Ms. McKinstry’s tenure was marked by an unwavering
commitment to employees, customers, and shareholders.
Alphen aan den Rijn, February 24, 2026
Supervisory Board
Ann Ziegler, Chair
Jack de Kreij, Vice-Chair
Hikmet Ersek
Anjana Harve
Heleen Kersten
Rose Lee
David Sides
Sophie V. Vandebroek
Chris Vogelzang
The composition comprises international board experience,
specific areas of expertise (including general management,
finance, technology, AI, legal, and sustainability), as well as
expertise within the broad information industry and specific
market segments in which the company operates.
→ The DEIB Policy for the composition of the Executive Board and
Supervisory Board, the Supervisory Board profile, the competences
matrix, and the rotation schedule, are available on www.
wolterskluwer.com/en/investors/governance/supervisory-board-
committees
All Supervisory Board members comply with the Dutch law and
the By-Laws regarding the maximum number of supervisory
board memberships. Furthermore, all members of the Supervisory
Board are independent from the company within the meaning
ofbest practice provisions 2.1.7, 2.1.8, and 2.1.9 of the Dutch
Corporate Governance Code. For more information on each
Supervisory Board member in accordance with the Dutch
Corporate Governance Code, see the section Supervisory Board.
→ See Supervisory Board
Meeting attendance 2025
Supervisory
Board
Audit
Committee
Selection and
Remuneration
Committee
Number of meetings held* 9 4 6
A.E. Ziegler 9 – 6
J.P. de Kreij 9 4 –
H. Ersek** 2 – 1
A. Harve*** 9 – 3
H.H. Kersten 9 – 6
R. Lee** 2 –
-
D. Sides**** 9 3 3
S. V. Vandebroek 9 4 –
C.F.H.H. Vogelzang 8 4 –
* Seven regular meetings and two additional meeting were held.
** Ms. Lee and Mr. Ersek were appointed on November 3, 2025 and
attended both meetings which were held following their appointment.
*** Ms. Harve joined the Selection and Remuneration Committee as of
April2025.
**** Mr. Sides was a member of the Selection and Remuneration
Committee through March 2025. In April, he joined the Audit
Committee.
Report of the Supervisory Board continued
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Financial statements Other informationSustainability statements
Remuneration
report
The Committee appreciates
the strong support
shareholders have shown
for our performance-linked
remuneration framework.
Heleen Kersten
Co-Chair of the Selection
and Remuneration
Committee, dealing with
remuneration matters
Letter from the Co-Chair of the
Selection and Remuneration Committee
Dear Shareholders,
On behalf of the Supervisory Board, I have the pleasure of
presenting our 2025 Remuneration report, which sets out how the
performance in 2025 and over the last three years translated into
management remuneration earned in 2025.
2025 performance and STIP outcome
As set out in this report, the overall financial and non-financial
performance for the year 2025 was, in aggregate, ahead of target,
resulting in an above-target payout for the short-term incentive
plan (STIP). The formulaic outcome of STIP payouts are detailed
inthe table on page 82.
Performance against the financial targets for 2025 were as
follows:The company achieved 6% organic growth and absolute
revenues of €6,125 million, which was close to the 2025 STIP target.
Adjusted net profit increased 6% in constant currencies, to reach
€1,225 million, which was 2% ahead of the target. Adjusted free cash
flow for the year was €1,348 million, up 10% in constant currencies,
exceeding the target by 10%.
Performance against the three non-financial targets for 2025,
together carrying a weight of 10% of STIP, were as follows:
Theemployee belonging score was stable at 75, falling just short
ofthe target which was to increase the score by 1 point to 76.
Thecybersecurity maturity score, which aims to ensure the group
maintains security at or above the benchmark for high-tech
companies, and is disclosed as an index, was 115.0, exceeding the
target of 109.4. Finally, the office footprint, ameasure aimed at
reducing our scope 1 and 2 GHG emissions, was reduced by 8.1%,
exceeding the target which was to reach a reduction of between 5%
and 6%.
This Remuneration report outlines our philosophy and framework for
management pay, provides a summary of our remuneration policy and
how it was applied in 2025, and sets out how performance drove the
remuneration outcome.
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Looking ahead: STIP 2026
The Supervisory Board regularly monitors the effectiveness of
bothfinancial and non-financial metrics that are used in the
short-term incentive plans. The Supervisory Board is of the opinion
that current financial measures used in the STIP have been very
effective in driving performance and has determined these
measures will be applied again in 2025 with a90% weighting.
TheSupervisory Board has also decided to continue with the same
non-financial measures in 2025 at a 10% weighting. Not only are
these measures quantifiable and independently verifiable, the
targets are also in alignment with important strategic and
sustainability goals and require constant effort andinvestment
every year to achieve.
Looking ahead: LTIP 2026-2028
The LTIP for 2026-2028 will be based on the policy adopted by
shareholders in 2025 and will have the following weightings: diluted
adjusted EPS at 50%, relative TSR at 30%, and ROIC at 20%.
The Supervisory Board continues to monitor the TSR peer
groupgiven the periodic delistings and mergers that take
placeinour sector. In 2025, no changes were necessary to the
TSRpeer group.
2023-2025 performance and LTIP outcome
The long-term incentive plan (LTIP) 2023-2025, which will be paid
out in February 2026, was governed by the remuneration policy
adopted by shareholders in 2021. The outcome was linked to
three-year performance on relative total shareholder return
(TSR),diluted adjusted EPS growth (EPS), and return on invested
capital (ROIC). Performance across these three measures resulted
in below-target payouts.
Total shareholder return includes dividends reinvested and uses
a60-day average share price at the start and at the end of the
three-year period. Wolters Kluwer ranked in fifteenth place
amongTSRpeers, resulting in zero payout. The TSR peers are
allcomparable, publicly-listed North American and European
information and software companies.
The compound annual growth rate (CAGR) for diluted adjusted
EPSover the three-year performance period was 10.5% in constant
currencies, close to target of 10.8% calculated based on constant
currencies for 2025.
Final year return on invested capital (ROIC) was 18.2% in constant
currencies in 2025 (18.0% in reporting currencies), which was
belowthe target of 19.0% in constant currencies. EPS and ROIC
performances translated into payouts of 98% and 77%, respectively.
The Supervisory Board has reviewed the updated strategy
andthree-year financial plan for 2026-2028, and has applied
additional stretch to set targets for compound annual growth
indiluted adjusted EPS and for the final year ROIC. These
prospective three-year targets are disclosed on page 87.
We trust that this 2025 Remuneration report provides a clear
andtransparent explanation of the drivers of 2025 remuneration
and future goals and that shareholders can support the report at
our Annual General Meeting of Shareholders on May 21, 2026.
The 2024 Remuneration report received strong shareholder
supportwith over 92% of votes in favor. The Executive Board
Remuneration Policy that was put forward in 2025 was adopted
with more than 95% support. The Committee appreciates the
strongsupport shareholders have shown for our performance-
linked remuneration framework.
Heleen Kersten
Co-Chair of the Selection and Remuneration Committee, dealing with
remuneration matters
Remuneration report continued
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-20%
-10%
0%
+10%
+20%
+30%
+40%
+50%
+60%
+70%
Informa
S&P Global
Sage Group
News Corp
RELX
Intertek Group
Thomson Reuters
Verisk Analystics
Experian
Bureau Veritas
Pearson
SGS
Equifax
CGI
Wolters Kluwer
Wiley
15.5%
16.8%
18.1%
18.0%
2022 2023 2024 2025
4.14
4.55
4.97
5.29
2022 2023 2024 2025
€0
€5,000
€10,000
ActualTarget
LTIP
STIP
Base salary
in thousands of euros, unless otherwise stated
57%
23%
20%
40%
30%
30%
€5,249
€7,963
Remuneration report continued
Remuneration at a glance
Summary performance against 2025 STIP targets
Actual performance
Measure Target Actual % of target
Financial – in millions of euros
Revenues 6,160 6,125 99%
Adjusted net profit 1,204 1,225 102%
Adjusted free cash flow 1,225 1,348 110%
Non-financial
Employee belonging score 76 75 90%
Indexed cybersecurity
maturityscore 109.4 115.0 110%
Reduction in office footprint 5
-
6% 8.1% 110%
Financial STIP targets and actual performances are shown in reporting
currencies. For details on STIP target outcomes, see page 82.
Three-year 2023-2025 total shareholder return
Wolters Kluwer ranked in
fifteenth position for TSR
performance relative to its
TSRpeers.
This ranking determines the
number of TSR-related shares
awarded at the end of the
three-year LTIP period.
The company uses a 60-day average of the share price at the beginning and the end ofeach
three-year performance period to reducethe influence of potential stock market volatility.
Diluted adjusted EPS (€)
CAGR 2023-2025: 10.5%
in constant currencies
Target CAGR 2023-2025 was
10.8% in 2025 constant
currencies. Charts are in
reporting currencies.
ROIC (%)
ROIC 2025: 18.2% in
constant currencies
Target for ROIC2025 was
19.0% in 2025 constant
currencies. Charts are in
reporting currencies.
CEO target and realized pay 2025
Impact of performance and share price on remuneration
Target pay reflects the number of LTIP shares conditionally
awarded for LTIP 2023-2025 valued at the closing share price
on December 31, 2022 (€97.76).
Realized actual pay reflects the number of LTIP shares
earned valued at the closing share price on December 31,
2025 (€88.34).
Thefinal payout will be valued at the volume-weighted-
average share price on the release date of the shares on
February 26, 2026.
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Our remuneration policy
Key elements of our remuneration policy
Element Policy Change adopted in 2025
Remuneration peer group
The policy provides for a remuneration peer group that is weighted towards European companies at approximately
60%. Current pay peers are shown on page 78.
STIP performance measures
– financial
The policy provides a pre-defined list of financial measures from which the Selection & Remuneration Committee can
select. The STIP financial measures have a minimum weighting of 80%. These measures exclude the effect of currency,
accounting changes, and changes in scope (acquisitions and divestitures) after the annual budget is finalized. The
pre-defined list comprises (*used in past few years and to be used in 2026):
• Revenues*
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit*
• Adjusted free cash flow*
• Cash conversion ratio
STIP performance measures
– non-financial
Non-financial measures can include ESG, strategic, or operational metrics, such as employee engagement or customer
satisfaction scores, measures of good corporate governance, operational excellence, or environmental impact. The
STIP non-financial measures have a maximum weighting of 20%. In 2025, the weighting was 10% and included the
following three strategically important metrics:
• Belonging score (a measure indicating whether employees believe they can be their authentic selves at work)
• Cybersecurity maturity score (disclosed as an index)
• Office footprint in square meters (a measure linked to scope 1 and 2 emissions)
In 2026, we will use the same three metrics and the weighting will again be 10%.
LTIP performance measures
LTIP 2025-2027 and prior plans:
• Relative total shareholder return (TSR), weighted at 50%
• Diluted adjusted EPS (EPS), weighted at 30%
• Return on invested capital (ROIC), weighted at 20%
LTIP 2026-2028 and future plans:
• Relative TSR weighted at 30%
• EPS weighted at 50%
• ROIC weighted at 20%
Share ownership and
holding requirements
The policy has minimum share ownership requirements: 3x base salary for CEO, 2x base salary for CFO, with a five-year
grow-in period for new Executive Board members, and a two-year holding period post-vesting.
Below is a summary of the Executive Board remuneration policy, including amendments adopted by the 2025 AGM in relation to LTIP weightings as of the 2026-2028 plan.
→ The remuneration policy (adopted in the 2025 AGM) is available at www.wolterskluwer.com/en/investors/governance/policies-and-articles
Remuneration report continued
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Our Executive Board remuneration framework
Our Executive Board remuneration framework comprises the following elements:
Element of
remuneration Key feature
Alignment to strategy and shareholder
interests
Base salary Reviewed annually with reference to paypeer
group andincreases provided to employees
Set at a level to attract, motivate, andretain
the best talent
Short-term
incentive plan
(STIP)
Paid annually in cash; maximum opportunity
as % ofbasesalary: 175% for CEO and 150%
for CFO
Provides incentives to deliver performance
against annual financial and non-financial
goals
Long-term
incentive plan
(LTIP)
Conditional rights to ordinary shares, subject
to a three-year vesting schedule and
three-year performance targets
Provides incentives to deliver financial
performance and creation of long-term
sustainable value in line with our strategy;
demonstrates long-term alignment with
shareholder interests
Retirement
benefits
Defined contribution retirement savings plan
that is available to all employees in the
country of employment
Provides appropriate retirement savings
designed to be competitive in the relevant
market
Other benefits Eligibility for health insurance, life insurance,
a car, and participation in any all-employee
plans that may be offered in the country of
employment
Designed to be competitive in the relevant
market
Our remuneration philosophy
Clear alignment between executive rewards and stakeholder interests is central to our Executive Board
remuneration policy. We have a robust pay-for-performance philosophy with strong linksbetween
rewards and results for both our short-term incentive plan (STIP) and long-term incentiveplan (LTIP).
Variableremuneration outcomes are aligned to stretch targets that measureperformance against
Wolters Kluwer’s strategic aims. The Supervisory Board has aclearlydefined process for setting stretch
targets and a framework for decision-making aroundexecutive remuneration.
The Selection and Remuneration Committee engages an external remuneration advisor to
providerecommendations and information on market practices for remuneration structure andlevels.
The Committee had extensive discussions, supported by its external advisor, to reviewthecomposition
and key drivers ofremuneration.
We disclose targets, achievements, and resulting pay outcomes for both the STIP and LTIP
retrospectively in this report. In addition, we disclose prospective LTIP targets.
The Supervisory Board determines Executive Board remuneration based on principles that
demonstrate clear alignment with shareholder and other stakeholder interests. We recognize itisour
responsibility to ensure that Executive Board remuneration is closely connected with financial and
strategicperformance.
Principles of Executive
Board remuneration
Pay for performance
andstrategic progress
• Pay is linked to the achievement of key financial and non-financial targets related to
our strategy
• The majority of on-target pay is variable and linked to performance against stretch
targets
• Short-term incentives are linked to annual financial and non-financial targets
• Long-term incentives are linked to performance against three-year targets aligned
to our strategic plan
Align with long-term
stakeholder interests
• Policy incentivizes management to create long-term value for shareholders and
other stakeholders through achievementofstrategic aims anddelivery against
financial and non-financial objectives
• Majority of incentive is long-term and paid in Wolters Kluwer shares
Be competitive in a
globalmarket for talent
• On-target pay is aligned with the median of a defined global pay peer group,
comprised of competitors and other companies selected based on comparable size,
complexity, industry or business profile, and geographic scope
Remuneration report continued
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Remuneration targets linked to strategic goals
Strategic, financial, and
sustainability goals
Potential short-term incentive STIP
measures Long-term incentive LTIP measures
Create long-term
sustainable value
• Relative total shareholder return
(TSR)
• Return on invested capital (ROIC):
3-year final year target
Deliver profitable
revenue growth
• Revenues
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit
• Adjusted free cash flow
• Cash conversion ratio
• Growth in diluted adjusted EPS:
3-yearCAGR target
Deliver customer
success
• Customer satisfaction scores
• Net Promoter Scores
• Investment in product development
Foster a great place
to work
• Employee engagement score
• Employee belonging score
• Employee turnover
• Other employee metrics
Ensure secure systems
and processes
• Completion rate for compliance training
• Cybersecurity maturity score
Reduce environmental
impact
• Office footprint measured in
square meters
• Scope 1 & 2 emissions intensity
• Number of on-premise servers
• % of revenue from digital products
STIP measures selected for 2025 and 2026. LTIP measures are established in the remuneration policy.
→ For related information on our non-financial performance measures, see Integration of
sustainability-related performance in incentive schemes (GOV-3) in the Sustainability statements
Pay is linked to strategic goals
The largest component of Executive Board remuneration consists of variable performance-based
incentives, linked to achieving targets that are part of our long-term strategy and underlying financial
plans. This strengthens the alignment between remuneration and company performance and reflects
the philosophy that Executive Board remuneration should be linked to a strategy for long-term
sustainable value creation and be aligned with our purpose and values.
Our long-term strategy is to pursue sustainable, profitable growth by providing expert solutions
andservices that deliver increased productivity and improved outcomes for professionals by
leveraging advanced AI and other technologies along with our trusted proprietary content and deep
domain expertise. We value our talent and aim to promote an innovative, inclusive, and customer-
focused culture.
The company’s mid-term strategic priorities, as they may evolve over time, are disclosed in our annual
reports and are important as a foundation to set appropriate financial and non-financial targets for
Executive Board remuneration.
The financial measures are Key Performance Indicators (KPIs) to measure the successful execution of
the company’s strategy aimed at long-term value creation. Non-financial measures can include ESG,
operational, or strategic measures, such as revenues from expert solutions, employee engagement
score, customer satisfaction scores, measures of good corporate governance, operational excellence,
and measures linked to environmental impact. Non-financial measures will largely be measurable and
will be reported on in the annual remuneration report. Through the combination of these financial and
non-financial measures, the STIP will contribute to the long-term interests and sustainability of the
company. Performance measures and weighting may differ year on year reflecting the priorities of the
business, but in any given year, a minimum of 80% of the measures will be based on financial criteria.
Aligning with our risk profile
The Supervisory Board assesses whether variable remuneration might expose the company
torisk,taking into consideration our overall risk profile and risk appetite, as described in Risk
management. We believe that our remuneration policy provides management with good incentives
tocreate long-term value, without increasing our overall risk profile.
Remuneration report continued
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Pay and TSR peer groups
North American comparators European comparators
CGI
1
TSR
Atos
Equifax
TSR
Bureau Veritas
TSR
Gartner Capgemini
Gen Digital Clarivate
Intuit Dassault Systèmes
MSCI Experian
TSR
News Corporation
TSR
Informa
TSR
S&P Global
TSR
Intertek Group
TSR
Thomson Reuters
TSR
Pearson
TSR
Verisk Analytics
TSR
RELX
TSR
Wiley
1
TSR
SGS
TSR
Teleperformance
Temenos
The Sage Group
TSR
1
CGI and Wiley (John Wiley & Sons) are included in the TSR peer group but not in the pay peer group.
TSR
Companies that are included in the TSR peer group.
Benchmarking against our peers
Pay peer group
We use a pay peer group to benchmark Executive Board pay. This includes direct competitors and
othercompanies selected based on comparable size, complexity, industry or business profile, and
geographic scope. It is made up of companies based inEurope andNorthAmerica to reflect where
Executive Board members most likely would be recruited to or from. The pay peer group includes
nineNorth American and fourteen European companies, making it approximately 60% European.
Themostcomparable businesses in Europe are companies in the Application Software andIT
Consulting & Services sectors. Inbenchmarking pay against the pay peer group, the value of share-
based remuneration is standardized toensure a like-for-like comparison.
In 2025, the pay peer group consisted of the companies shown in the table on the right. Companies
included in the TSR peer group are marked ‘TSR’.
TSR peer group
The TSR peer group consists of 15 companies that are used as the comparator group to determine
relative TSR performance, which is one of the measures used in the LTIP. TheTSRpeer group is
comprised of digital information, software, and services businesses.
In case of the delisting or merger of a TSR peer group company, the Supervisory Board will carefully
consider an appropriate replacement that meets strict pre-determined criteria. Thesecriteria include
industry, geographic focus, size, financial health, shareprice correlation and volatility, and historical
TSRperformance.
The TSR peer group is a sub-set of the pay peer group, with the exception of Wiley and CGI which are
not in the pay peer group.
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Target-setting process
The process for setting EPS and ROIC targets for the LTIP starts with our group strategy, which is
generally refreshed every three years, and the three-year financial plan which underpins this
strategy,which is updated annually. TheVision & Strategy Plan (VSP) generates a three-year forecast
based onorganic development of the existing business. This plan is reviewed and approved by the
Supervisory Board.
For LTIP remuneration targets, this forecast is augmented with anticipated, value-creating management
initiatives not accounted for in the financial plan to give realistic but stretched targetsthat the
Supervisory Board feels will maximize the full potential of the organization. Assumptions for
management initiatives are made based on historical patterns and forward-looking strategic plans.
Typical management initiatives are acquisitions, divestitures, restructuring, and share buybacks
(including shares repurchased under our Anti-Dilution Policy). All targets, apart fromrelative TSR,
arebased on constant currency rates and consistently applied accounting standards and policies.
The Supervisory Board compares the stretch targets against external benchmarks, where available,
toensure they represent a challenging performance in our sector and against otherpeers. Thestretch
targets are also tested for sensitivity to various inputfactors.
Use of discretion in determining variableremuneration
Under Dutch law, the Supervisory Board has the discretionary authority to amend Executive Board
payouts, as determined by actual performance against pre-set targets, if the pay in the view of the
Supervisory Board would be unacceptable based on reasonability and fairness criteria.
The Supervisory Board annually assesses the impact of certain management actions, or externalevents
or circumstances, on results during the performance period, and may use its discretion to adjust for
these actions or events. Such actions, events, or circumstances include, butare not limited to, the
impact of restructuring, acquisitions, divestments, andsharebuybacks beyond that anticipated in the
target-setting process. External events considered could include economic recession, changes in tax
rates, and other events unforeseen in the target-setting process.
Variable remuneration can be clawed back after payout if the payout was based on incorrect
information about the achievement of the targets or the circumstances of which payment was
madedependent.
Review VSP
three-year
financial plan
Augment
forecasts for
management
actions not
in the plan
Determine
three-year
LTIP targets
Test targets
for stretch
and payout
sensitivity
Finalize
three-year
LTIP targets
Step 1
Step 2 Step 3 Step 4
Setting targets for long-term incentive plan measures
The Supervisory Board uses a rigorous process to set stretch targets for the Executive Board.
Process for setting targets for long-term incentive plan measures
The financial plan that is part of our three-year Vision & Strategy Plan is the starting point for
target setting. This plan is augmented with assumptions around management actions to arrive
atrealistic stretch targets.
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Remuneration of the Executive Board – IFRS-based
Fixed remuneration Variable remuneration
in thousands of euros, unlessotherwise stated Base salary Social security
7
Pension
contribution
Other
benefits
4
STIP LTIP
5
Sub-total
Proportion
fixed/variable
Tax-related
costs
6
Total
2025
N. McKinstry
1
1,575 179 106 227 2,096 3,551 7,734 27%/73% 789 8,523
S.H. Caywood
2
611 9 3 16 866 800 2,305 28%/72% 105 2,410
K.B. Entricken
3
831 60 78 215 970 1,605 3,759 31%/69% 297 4,056
Total 3,017 248 187 458 3,932 5,956 13,798 1,191 14,989
2024
N. McKinstry
1
1,550 200 108 245 2,053 4,339 8,495 25%/75% 191 8,686
K.B. Entricken
3
837 34 77 213 945 1,921 4,027 29%/71% 8 4,035
Total 2,387 234 185 458 2,998 6,260 12,522 199 12,721
1
In 2025, Ms. McKinstry’s base salary was $1,671,000 (€1,574,881). The 2025 STIP payout is calculated on a U.S. dollar denominated equivalent of total salary as: $1,671,000 x 141.77% ($2,368,978 equivalent to €2,096,440).
2
As of the appointment to the Executive Board by the Annual General Meeting on May 15, 2025, Ms. Caywood’s base salary was $1,081,000 on a full-year basis, with a STIP target of 125% of the base salary. Ms. Caywood’s base salary
represents the base salary incurred since the appointment by the Annual General Meeting, being $690,268 (equivalent to €610,856). The related STIP performance is also prorated for time in plan, for the period of May 16, 2025,
through December 31, 2025 ($690,268 x 141.77% = $978,593 (equivalent to €866,011)). In addition, Ms. Caywood’s LTIP costs represent only the costs associated with LTIP grant 2025-2027, as the other LTIP grants in flight were awarded
when she was CEO of the Health division.
3
The 2025 STIP payout of Mr. Entricken is calculated on a U.S. dollar-denominated equivalent of total base salary as: $939,000 x 116.77% ($1,096,470 equivalent to €970,328).
4
Executive Board members are eligible to receive benefits such as health insurance, life insurance, a car, and to participate in any plans offered to all employees at any given time, in the country of employment.
5
LTIP share-based payments are based on IFRS accounting standards and therefore do not reflect the actual payout or value of performance shares released upon vesting.
6
Tax-related costs are costs to the company pertaining to the Executive Board members ex-patriate assignments. The 2025 tax-related cost changes for Ms. McKinstry were mainly due to the timing of U.S. tax payments relating to
prior years. For Mr. Entricken, the changes are a result of an increase in Dutch taxes due to more time spent in the Netherlands.
7
Mr. Entricken’s social security costs increased as he was in the U.S. social security system for the full 2025 year.
Implementation of remuneration policy in 2025
This section outlines the implementation of the remuneration policy for Executive Board members in
2025, in line with the remuneration policy and the remuneration framework discussed above. Italso
describes how the performance measures were applied in2025.
For the performance period ending December 31, 2025, remuneration was in accordance with the
remuneration policy. There were no deviations from the remuneration policy, nor from the governance
process in the execution of the policy.
The Supervisory Board carried out a performance-driven scenario analysis when determining the
structure and level of Executive Board remuneration for 2025.
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STIP percentage payout scenarios for 2025
Minimum payout
(% of base salary)
Minimum
threshold:
no payout if
performance is
below
(% of target)
Target payout
(% of base salary)
Maximum payout
(% of base salary)
Maximum payout if
performance is
above
(% of target)
CEO
1
0% < 90% 125% 175% ≥110%
CFO 0% < 90% 100% 150% ≥110%
1
CEO payout percentages apply to Designated CEO, Ms. S.H. Caywood, from the date she was appointed to the
Executive Board.
Summary of 2025 performance against targets
The 2025 STIP financial target for revenues was almost met, while the STIP targets for adjusted net
profit and adjusted free cash flow were exceeded. Two of the three non-financial STIP targets were
exceeded, whilst one fell short of target. The formulaic outcome will result in cash annual STIP
payments of €2,096,440 forthe CEO, €866,011 for the Designated CEO, and €970,328 for the CFO.
Three-year performance on total shareholder return, CAGR in diluted adjusted EPS, and final-year ROIC
were all below target. The performance and shares to be paid out forthe LTIP 2023-2025 are discussed
on page 83.
Base salary 2025
The Supervisory Board approved an increase of 3.8% (2024: 3.4%) in base salary for the CEO and
CFOfor2025. This was below the overall budgeted salary increase of 4.1% for Wolters Kluwer
employeesglobally.
The 2025 base salary for the Designated CEO (Ms. Caywood), who was appointed as member of the
Executive Board by the 2025 AGM, was determined by the Supervisory Board in February 2025,
acknowledging her promotion.
Short-term incentive plan 2025
The STIP provides Executive Board members with a cash incentive for the achievement of specific
annual targets for a set of financial and non-financial performance measures determined at the start
of the year. The STIP payout as a percentage of base salary for on-target performance is shown in the
table to the right, with the minimum threshold for payout and the maximum payout in the case of
overperformance.
There is no payout if performance is lessthan90% of the STIP target. Payout is capped at performance
that is 110% or more than theSTIP target.
Payout of STIP variable remuneration takes place only after assurance by the external auditor of the
financial statements, including the financial KPIs on which the financial STIP targets arebased.
In 2025, financial metrics were weighted at 90% and non-financial metrics were weighted at 10%
oftheSTIP. The remuneration policy specifies a minimum of 80% weighting for financial metrics.
Thenon-financial metrics for 2025 were held the same – belonging score, cybersecurity maturity score,
and the metric of reduction in office footprint.
→ For related information on our non-financial performance measures, see Integration of
sustainability-related performance in incentive schemes (GOV-3) in the Sustainability statements
→ For more information on the cybersecurity maturity score in relation to sustainability, seeTargets
related to corporate culture and data privacy in the Sustainability statements
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Financial statements Other informationSustainability statements
The 2025 STIP performance measures and actual performance compared to targets and the resulting STIP payouts are listed in the table below. STIP performance measures are determined by the Supervisory
Board and reflect the key performance indicators (KPIs) on which the company reports andthat are important measures of the successful execution ofour strategy.
Payouts for performance against 2025 STIP targets
in millions of euros, unlessotherwisestated Performance targets Actual performance STIP outcomes
N. McKinstry S.H. Caywood K.B. Entricken
Performance measures
Weighting
(A) Minimum Target Maximum Performance
As %
of target
4
Payout, % of
base salary
(B)
Weighted
(A)x(B)
Payout, % of
base salary
(B)
Weighted
(A)x(B)
Payout, % of
base salary
(C)
Weighted
(A)x(C)
Financial
Revenues 34.0% 5,544 6,160 6,776 6,125 99% 120% 40.8% 120% 40.8% 95% 32.3%
Adjusted net profit 28.0% 1,083 1,204 1,324 1,225 102% 135% 37.8% 135% 37.8% 110% 30.8%
Adjusted free cash flow 28.0% 1,103 1,225 1,348 1,348 110% 175% 49.0% 175% 49.0% 150% 42.0%
Non-financial
Employee belonging score
1
3.33% Maintain +1 point
+2 or more
points Maintained 90% 75% 2.5% 75% 2.5% 50% 1.7%
Indexed cybersecurity maturity score
2
3.33% 103.1 109.4 113.4+ 115.0 110% 175% 5.8% 175% 5.8% 150% 5.0%
Reduction in office footprint
3
3.34% 4.0%
-
4.5% 5.0%
-
6.0% 7.0%+ 8.1% 110% 175% 5.8% 175% 5.8% 150% 5.0%
Total payout as % ofbasesalary 141.77% 141.77% 116.77%
1
Employee belonging score: performance targets are relative to 2024 score.
2
Performance targets are set to create incentives to maintain a score at or above the benchmark for high-tech companies. The cybersecurity maturity score is disclosed as an index where 2020 = 100.0.
3
Reduction in office footprint: performance targets are based on reduction in square meters in offices used.
4
This percentage is capped at 110%, as performance at or above 110% or more results in maximum payout.
→ For related information on our non-financial performance measures, see Integration of sustainability-related performance in incentive schemes (GOV-3) in the Sustainability statements
Remuneration report continued
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Diluted adjusted earnings per share (EPS) and return on invested capital (ROIC)
Executive Board members can earn 0%-150% of the number of conditionally awarded EPS- or ROIC-
related shares, depending on Wolters Kluwer’s performance compared to targets set for the three-year
performance period. The Supervisory Board determines the exact targets for the EPS- and ROIC-related
shares for each three-year performance period at the start of the period. The EPS and ROIC targets are
based on performance in constant currencies to exclude the effect of currency movements over which
the Executive Board has no control. In addition, EPS and ROIC performances are based on consistently-
applied accounting standards and policies. Using EPS and ROIC as performance measures for LTIP
facilitates strong alignment with the successful execution of our strategy to generate long-term
shareholder value.
EPS and ROIC performance incentive table
EPS and ROIC achievement Payout %
Less than threshold* achievement None
Underachievement (above threshold, but below target) 50% up to 100%
On target 100%
Overachievement (above target) Up to 150%
* Threshold will be at least 50% of target.
Performance against LTIP targets for the 2022-2024 and 2023-2025
performanceperiods
LTIP measure Weighting Target Achievement Payout %
Period 2023-2025 Vesting
TSR 50% Position 5
-
6 Position 15 0%
Diluted adjusted EPS 30% CAGR of 10.8% 10.5% 98%
ROIC 20% Final year 19.0% 18.2% 77%
Period 2022-2024 Vesting
TSR 50% Position 5
-
6 Position 4 125%
Diluted adjusted EPS 30% CAGR of 9.4% 10.2% 145%
ROIC 20% Final year 17.4% 18.1% 150%
Performance against LTIP targets in constant currencies for the two most recent LTIP performance
periods areprovided in the table above. Targets 2023-2025 are shown in 2025 constant currencies and
targets for 2022-2024 are shown in 2024 constant currencies, and therefore may differ from targets
stated in prior annual reports.
Long-term incentive plan 2023-2025
The LTIP provides Executive Board members conditional rights on shares (performance shares).
Theplan aims to align the organization and its management with the strategic goals of the company
and, in doing so, reward the creation of long-term value. The total number of shares that Executive
Board members receive depends on the achievement of pre-determined performance conditions
atthe end of a three-year performance period.
The remuneration policy which was adopted in 2021 and which applies to the LTIP 2023-2025, uses three
performance measures: relative total shareholder return (TSR), CAGR in diluted adjusted EPS (EPS), and
return on invested capital (ROIC).
Payout of the performance shares at the end of the three-year performance period will take place only
after verification by the external auditor of the achievement of the TSR, EPS,and ROIC targets.
Total shareholder return
TSR objectively measures the company’s financial performance and assesses its sustainable long-term
value creation as compared to other companies in our TSR peer group. It is calculated based on the
share price change over the three-year period and assumes ordinary dividends are reinvested. By using
a three-year performance period, there is a clear link between remuneration and sustainable long-
term value creation. The company uses a 60-day average of the shareprice at the beginning and end
ofeach three-year performance period to reduce the influence of potential stockmarket volatility.
Wolters Kluwer’s TSR performance compared to the peer group determines the number of conditionally
awarded TSR-related shares vested at the end of the three-year performance period. These incentive
zones are in line withbest-practice recommendations for the governance of long-termincentiveplans.
TSR performance ranking payout percentages
Position
Payout as % of conditional shares
awarded for on-target performance
1-2 150%
3-4 125%
5-6 100%
7-8 75%
9-10 0%
11-12 0%
13-14 0%
15-16 0%
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Conditionally awarded shares
This section provides information on the outstanding conditional share awards under the pending
(in-flight) LTIPs for Executive Board members and other senior management.
LTIP awards 2025-2027 and 2024-2026
The Executive Board members and other senior management have been conditionally awarded the
following number of shares based on a 100% payout, subject to the conditions of the LTIPgrants for
2025-2027 and 2024-2026:
Conditional LTIP share awards for performance periods 2025-2027 and 2024-2026
number of shares
at 100%payout
Conditionally
awarded
TSR-based
shares
Conditionally
awarded
ROIC- and
EPS-based
shares
Conditionally
awarded
TSR-based
shares
Conditionally
awarded
ROIC- and
EPS-based
shares
Total
conditionally
awarded shares
LTIP 2025
-
2027 LTIP 2025
-
2027 LTIP 2024
-
2026 LTIP 2024
-
2026
December 31,
2025
N. McKinstry 17,873 12,660 21,407 15,325 67,265
S.H. Caywood* 11,112 7,871 – – 18,983
K.B. Entricken 8,044 5,697 9,637 6,899 30,277
Total 37,029 26,228 31,044 22,224 116,525
Senior management** 90,113 89,589 89,938 89,512 359,152
Total 127,142 115,817 120,982 111,736 475,677
* Ms. Caywood was conditionally awarded LTIP shares in 2024 before she joined as a member of the Executive
Board in May 2025. These awards are therefore included in the senior management line.
** Remuneration of senior management consists of a base salary, STIP, and LTIP, and is based on the
achievement of specific objective targets linked to creating value forshareholders, such as revenues and
profit performance. The LTIP targets and payout schedule for senior management are similar to those for the
Executive Board.
Vested LTIP plans
LTIP vesting for the performance period 2023–2025
The performance period for LTIP 2023-2025 ended on December 31, 2025. Vested LTIP 2023-2025 shares
will be released on February 26, 2026. The volume-weighted-average price for the shares released will
be based on the average exchange price traded at Euronext Amsterdam on February 26, 2026, the first
day following the company’s publication of its annual results.
Conditional share awards vested for the period 2023-2025
number of shares,
unlessotherwise stated
Outstanding
at December
31, 2025
Lower
conditional
number of
TSR shares
(-100%)
Lower
conditional
number of
EPS shares
(-2%)
Lower
conditional
number of
ROIC shares
(-23%)
Vested/
payout
February 26,
2026
Estimated cash
value of payout
(inthousands
ofeuros)*
N. McKinstry 46,438 (26,504) (239) (1,834) 17,861 1,578
K.B. Entricken 21,187 (12,092) (109) (837) 8,149 720
Total 67,625 (38,596) (348) (2,671) 26,010 2,298
Senior management** 211,942 (106,162) (1,271) (9,734) 94,775 8,372
Total 279,567 (144,758) (1,619) (12,405) 120,785 10,670
* Estimated cash value calculated as the number of shares vested multiplied by the closing share price on
December 31, 2025 (€88.34).
** For Ms. Caywood, 3,895 shares vested. These are included in the senior management line because she
was CEO of the Health division when those shares were conditionally awarded in 2023.
LTIP vesting for the performance period 2022-2024
The performance period for LTIP 2022-2024 ended on December 31, 2024. Vested LTIP 2022-2024 shares
were released on February 27, 2025. On that day, the volume-weighted-average price of Wolters Kluwer
N.V. shares was €149.75. The number of shares vested and the cash equivalent are shown below:
LTIP: shares vested for the performance period 2022-2024
number of shares,
unless otherwise stated
Outstanding at
December 31,
2024
Additional
conditional
number of
TSR-shares
(25%)
Additional
conditional
number of
EPS-shares
(45%)
Additional
conditional
number of
ROIC shares
(50%)
Vested/
payout
February 27,
2025
Cash
valueof
vested
shares*
N. McKinstry 40,084 5,782 4,578 3,391 53,835 8,062
K.B. Entricken 17,201 2,481 1,965 1,455 23,102 3,459
Total 57,285 8,263 6,543 4,846 76,937 11,521
Senior management** 199,459 24,959 26,926 20,018 271,362 40,637
Total 256,744 33,222 33,469 24,864 348,299 52,158
* Cash value in thousands of euros; calculated as the number of shares vested multiplied by the volume-
weighted-average price on February 27, 2025.
** Ms. Caywood was a member of senior management when LTIP 2022-2024 shares were conditionally awarded
and vested.
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Proposed remuneration approach for 2026
Base salary 2026
The Supervisory Board approved a regular increase in base salary for the CFO of 3.6% which is less than
the overall budgeted 2026 salary increase of 3.8% for Wolters Kluwer employeesglobally.
The 2026 base salary for Ms. Caywood, the Designated CEO, was determined by the Supervisory Board
at the time of her nomination in February 2025, and published on the company’s website.
Short-term incentive plan 2026
For both the Designated CEO and CFO, the STIP percentage payout scenarios for 2026 will be the same
asin2025.
According to the remuneration policy, the Supervisory Board can annually select measures from a
pre-defined list of financial measures, providing flexibility for the Supervisory Board andtransparency
for stakeholders.
A full list of financial measures is provided in the summary table at the front of this Remuneration
report. The financial measures carry a weight of at least 80% under the remuneration policy. The
Supervisory Board has selected the following measures from the list for 2026:
Financial performance measures for STIP 2026
Measure Weighting How performance is calculated
Revenues 34%
STIP financial targets are based on the annual budget
which assumes development of the existing business. In
calculating STIP performance results, the effect of
changes in currency and accounting standards is
excluded.
Adjusted net profit 28%
Adjusted free cash flow 28%
Total weighting of STIP financial measures 90%
Key assumptions for LTIP 2025-2027 and LTIP 2024-2026
Fair values for LTIP shares are provided in the table below. In the benchmarking process, the fairvalue
of share-based remuneration is standardized to ensure a like-for-like comparison topeer companies.
LTIP 2025-2027 LTIP 2024-2026
Fair values
Fair value of EPS and ROIC shares at grant date (in €) 152.46 121.35
Fair value of TSR shares at grant date (in €) 107.99 86.87
TSR shares – key assumptions
Share price at grant date (in €) 160.40 128.70
Expected volatility 20.1% 20.2%
The fair value of TSR shares is calculated at the grant date using the Monte Carlo model. For the TSR
shares granted in the LTIP 2025-2027, the fair value is estimated to be €107.99 as of January 1, 2025.
Theinputs to the valuation were the Wolters Kluwer share price of €160.40 on the grant date (January 1,
2025) and an expected volatility of 20.1% based on historical daily prices over the three years prior
toJanuary 1, 2025. Dividends are assumed to increase annually based on historical trends and
management plans. The model assumes a contractual life of three years and uses the risk-free rate
onDutch three-year government bonds.
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Long-term incentive plan 2026-2028
Conditional LTIP grants under the remuneration policy
Wolters Kluwer CEO target remuneration has historically been positioned in line with the median
of thepay peer group. In the policy adopted in 2021, the maximum award of conditional shares was
reduced from 285% to 240% of base salary over a two-year period, effectively reducing the CEO target
remuneration by about 10%. This percentage was maintained in the remuneration policy which was
adopted in by the AGM in 2025 and which applies to the conditional 2026-2028 LTIP award. As a result,
the Designated CEOtarget remuneration is now below median of the pay peer group.
Wolters Kluwer CFO target conditional award under the 2026-2028 LTIP is 200% of base salary, which
isslightly below median of the pay peer group.
Wolters Kluwer uses the fair value method for calculating the number of conditional performance
shares to be awarded.
For the 2026-2028 LTIP cycle, in accordance with the policy adopted in 2025, TSR, measured against
15peers, will have a weighting of 30% of the value of the LTIP. The weighting of EPS will be 50% of the
value of the LTIP. The weighting of ROIC will continue to be 20% of the value of the LTIP.
Non-financial performance measures for STIP 2026
The non-financial measures relate to ESG, strategic, or operational priorities. The policy sets the
maximum weight for these non-financial measures at 20% of the STIP. In 2026, the weight will again be
set at 10% with each measure equal-weighted and separately assessed. The measures will apply to all
Executive Board members.
In 2026, the following three strategically relevant, quantifiable, and verifiable non-financial STIP
measures will be applied.
Non-financial performance measures for 2026
Objective Measure Weighting Description of target and how it is measured
Employee culture
andengagement
Belonging score 3.33% The annual target aims to achieve an improvement in
our overall belonging score. Belonging measures the
extent to which employees believe they can bring
their best self to work, be accepted for who they are,
and perform at their best, supporting a culture of
innovation. Thescore (on a scale of 0-100) is
determined by an independent third party (2025 and
2024:Microsoft Glint).
Secure systems and
processes
Indexed
cybersecurity
maturity score
3.33% The annual target is based on a company-wide
program designed to maintain cybersecurity at or
above the industry standard benchmark for high-tech
companies. The cybersecurity maturity score is
assessed annually by a third party, based on the
National Institute of Standards and Technology (NIST)
framework. The minimum payout requires the score to
be maintained in line with the industry standard for
high-tech companies.
Reduction in office
footprint
Square meters of
office footprint
3.34% The annual target aims to achieve a reduction inour
office footprint and thereby a reduction in our scope 1
and 2 emissions. The targets are based on programs
managed by our global real estate team. The target
and outcome are on an underlying basis excluding the
impact ofacquisitions and divestitures.
Total weighting of STIP non-financial
measures 10.0%
Retrospective disclosure of STIP targets
The Supervisory Board discloses STIP targets retrospectively. Due to commercial and other sensitivities,
these short-term goals are not published in advance.
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Performance-driven remuneration scenarios 2026
Proposed remuneration for 2026 retains a high proportion of performance-driven pay for CEO andCFO.
€0 €2,000 €4,000 €6,000 €8,000 €10,000 €12,000
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
Base Salary Pension Social security
and other benefits
STIP LTIP
LTIP: share price
appreciation
Performance-driven CEO remuneration scenarios 2026
€0 €1,000 €2,000 €3,000 €4,000 €5,000 €6,000 €7,000
Performance-driven CFO remuneration scenarios 2026
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
Base Salary Pension Social security
and other benefits
STIP LTIP
LTIP: share price
appreciation
Prospective disclosure of LTIP targets
The table below provides our prospective LTIP targets.
LTIP measure Weighting Target
Period 2026-2028
TSR 30% Position 5-6
Diluted adjusted EPS 50% CAGR of 9.1%
ROIC 20% Final year ROIC of 20.6%
Period 2025-2027
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 8.4%
ROIC 20% Final year ROIC of 19.5%
Period 2024-2026
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 10.0%
ROIC 20% Final year ROIC of 20.7%
EPS and ROIC targets are stated in constant currencies for the first year of each three-year LTIPperiod.
Conditional LTIP grants 2026-2028
The number of shares conditionally awarded at the start of the performance period is computed by
dividing the amount, as calculated above, by the fair value of a conditionally awarded share. The fair
value of TSR-related shares can be different from the fair value of EPS- and ROIC-related shares.
Pursuant to the adoption of the amended remuneration policy in the 2025 AGM, the new weighting of
the measures will apply for the 2026-2028 LTIP cycle.
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Financial statements Other informationSustainability statements
CEO pay ratio
The 2025 CEO pay ratio, obtained by dividing the total 2025 remuneration for the CEO by the average
ofthe total 2025 remuneration of all employees worldwide, decreased to 66 (2024: 77). Forthis purpose,
the total CEO remuneration is based on the remuneration costs as stated in the table Remuneration
ofthe Executive Board – IFRS based, minus tax-related costs. The average employee remuneration is
obtained by dividing the total 2025 employee benefit expenses, as stated in Note 12 – Employee benefit
expenses (after subtracting the CEO’s remuneration), by the reported average number of full-time
equivalent employees (minus one). As such, both the total CEO remuneration (minus tax-related costs)
and the average total employee benefit expenses of all employees (minus the CEO’s remuneration) are
based on IFRS accounting standards. The decline in CEO total remuneration was mainly due to a lower
total variable pay. In prior years, the pay ratio was reported as 77 (2024); 77 (2023); 78 (2022), 87 (2021),
and 79 (2020).
Other information
The company does not grant any personal loans, guarantees, or the like to Executive Board
orSupervisory Board members.
Share ownership and holding requirements
According to our remuneration policy, the CEO is required to own Wolters Kluwer shares valued
atthreetimes base salary, with other Executive Board members required to hold shares valued
attwicebase salary. Ms. McKinstry and Mr. Entricken follow this ownership requirement with their
personal shareholdings in Wolters Kluwer N.V. Pursuant to the remuneration policy, the Designated
CEOhas fiveyears to comply with this requirement.
Shares owned by Executive Board members
Number of shares, unless
otherwise stated
Actual ownership as
multiple of base
salary (as at December
31, 2025)*
Actual ownership as
multiple of base
salary (as at December
31, 2024)**
December 31,
2025
December 31,
2024
N. McKinstry 26.2x 44.2x 460,412 427,202
S.H. Caywood** 1.7x – 18,775 –
K.B. Entricken 6.0x 11.6x 56,734 60,750
* Number of Wolters Kluwer N.V. shares held at December 31 multiplied by the Wolters Kluwer N.V. share price
onthat date, divided by base salary.
** Ms. Caywood joined the Executive Board in May 2025; the multiple is calculated using her annualized base
salary as Executive Board member. Per December 31, 2024, she held 7,054 shares.
In addition to these ownership requirements, according to the remuneration policy, performance
shares (net of any income taxes due on vesting) are subject to a two-year holding period requirement,
as provided in the Dutch Corporate Governance Code. This two-year holding period extends the total
required retention period to five years including the three-year performance and vesting period.
If the Executive Board member is eligible for a company-sponsored deferral program and chooses
to participate by deferring LTIP proceeds upon vesting, the maximum amount that canbe deferred is
50% of the vested value. The remaining vested value in shares (net of taxes) is subject to the two-year
holding period requirement.
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Financial statements Other informationSustainability statements
Supervisory Board members’ annual fees
in euros Proposed 2026 2025 2024
Chair 175,000 130,000 130,000
Vice-Chair 125,000 95,000 95,000
Members 95,000 80,000 80,000
Chair Audit Committee 30,000 25,000 25,000
Members Audit Committee 21,000 18,000 18,000
Chair Selection and RemunerationCommittee 25,000
*
20,000
*
20,000
*
Members Selection and RemunerationCommittee 17,000 14,000 14,000
Travel allowance for intercontinental travel 7,500 per meeting 5,000 per meeting 5,000 per meeting
Fixed cost reimbursement 1,500 1,500 1,500
* Due to the Co-Chair arrangement, each Co-Chair received €17,000 in 2024 and 2025 and will receive €21,000
in2026 if the proposal is approved.
Shares owned by Supervisory Board members
At December 31, 2025, Mrs. A.E. Ziegler held 3,073 American Depositary Receipts of shares ofthe
company (2024: 1,894 ADRs). The other members of the Supervisory Board have ordinary shares.
TheSupervisory Board members have acquired these shares in their private capacity and at their
ownrisk and account, and not as part of remuneration.
Ordinary shares or ADRs owned by Supervisory Board members
At December 31 2025 2024
Mrs. A.E. Ziegler 3,073 1,894
Mr. D.W. Sides 1,875
-
Mr. J.P. de Kreij 3,000
-
Total shares 7,948 1,894
Shareholder voting at Annual General Meeting
The following table sets out the voting results in respect of resolutions relating to remuneration at the
Annual General Meeting of Shareholders held on May 15, 2025.
Shareholder voting outcomes at the 2025 AGM
Resolution
% of votes
for
% of votes
against
votes
withheld
2024 Remuneration report Advisory 92.86% 7.14% 1,150,335
Executive Board remuneration policy 95.37% 4.63% 32,684
Supervisory Board remuneration
The remuneration policy for the Supervisory Board, which was adopted at the 2024 Annual General
Meeting ofShareholders, aims to attract and retain high-caliber individuals with the relevant skillsand
experience to guide the development and execution of company strategy and facilitate sustainable
long-term value creation. Supervisory Board remuneration is not tied to company performance and
therefore includes fixed remuneration only. In exceptional circumstances, ad-hoccommittees may be
established, for which the Chair and members may receive pro-rated remuneration at the level of
theAudit Committee fee, capped at five times the annual fee of the Audit Committee. Resolutions are
always taken by the full Supervisory Board. The Supervisory Board seeks advice from an independent
external remuneration advisor.
Supervisory Board remuneration
in thousands of euros
Member Selection
and Remuneration
Committee
Member Audit
Committee 2025 2024 2023
A.E. Ziegler, Chair Co
-
Chair 174 164 169
J.P. de Kreij, Vice-Chair Chair 127 122 127
H. Ersek Yes 16 – –
A. Harve Yes 102 20 –
H.H. Kersten Co
-
Chair 104 102 96
R. Lee Yes 21 – –
D.W. Sides Yes 114 62 –
S. V. Vandebroek Yes 115 115 105
C.F.H.H. Vogelzang Yes 105 105 100
Former Supervisory Board members
J.A. Horan Former Co
-
Chair – 40 94
B.J.F. Bodson – – 29
Total 878 730 720
Supervisory Board members’ fees
The table below shows the fee schedule for Supervisory Board members. At the 2026 AGM, the
Supervisory Board will propose an increase in the remuneration of the Supervisory Board.
The fees are in line with the Supervisory Board remuneration policy which was adopted with 98.41%
ofthe votes at the 2024 Annual General Meeting of Shareholders.
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Financial statements Other informationSustainability statements
* Members of the Supervisory Board are independent from the company. Their remuneration is not tied to the
performance of WoltersKluwer and therefore includes fixedremuneration only.
1
Ms. Ziegler succeeded Mr. Cremers as Chair after the 2022 AGM.
2
Mr. De Kreij succeeded Ms. Ziegler as Vice-Chair after the 2022 AGM.
3
Mr. Ersek was appointed at the EGM in 2025.
4
Ms. Harve was appointed at the EGM in October 2024.
5
Ms. Kersten was appointed at the 2022 AGM.
6
Ms. Lee was appointed at the EGM in 2025.
7
Ms. Horan retired after the 2024 AGM.
8
Mr. Bodson retired after the 2023 AGM.
9
Mr. Cremers retired after the 2022 AGM.
10
Employee benefit expenses per FTE, excluding CEO, are restated for 2022 as temporary staff and contractors
areno longer reported within employee benefit expenses.
Five-year overview of annual changes in remuneration
(IFRS-based)
The table below provides an overview of Executive Board remuneration, Supervisory Board
remuneration, company performance, andaverage employee remuneration for the past five years.
in thousands of euros, unless otherwise stated 2025 2024 2023 2022 2021
Executive Board remuneration
N. McKinstry 8,523 8,686 8,379 7,901 9,377
Change (in %) (1.9) 3.7 6.0 (15.7) 24.8
S.H. Caywood 2,410 – – – –
Change (in %) – – – – –
K.B. Entricken 4,056 4,035 3,340 3,741 3,404
Change (in %) 0.5 20.8 (10.7) 9.9 (17.6)
Supervisory Board remuneration*
A.E. Ziegler (appointed 2017), Chair, Former Vice-Chair
1
174 164 169 139 102
J.P. de Kreij (appointed 2020), Vice-Chair
2
127 122 127 120 94
H. Ersek (appointed 2025)
3
16 – – – –
A. Harve (appointed 2024)
4
102 20 – – –
H.H. Kersten (appointed 2022)
5
104 102 96 68 –
R. Lee (appointed 2025)
6
21 – – – –
D.W. Sides (appointed 2024) 114 62 – – –
S. Vandebroek (appointed 2020) 115 115 105 110 93
C.F.H.H. Vogelzang (appointed 2019) 105 105 100 100 88
J.A. Horan (appointed 2016)
7
– 40 94 99 91
B.J.F. Bodson (appointed 2019)
8
– – 29 85 82
F.J.G.M. Cremers (appointed 2017), Former Chair
9
– – – 45 128
Company performance
Organic growth (in %) 5.6 5.8 5.8 6.2 5.7
Adjusted operating profit margin (in %) 27.5 27.1 26.4 26.1 25.3
Year-end closing share price (€) 88.34 160.40 128.70 97.76 103.60
Share price change (in %) (45) 25 32 (6) 50
Total shareholder return (in %) (44) 26 34 (4) 52
Average remuneration on a full-time equivalent basis
of employees
Employee benefit expenses per FTE, excluding CEO
10
116.7 111.0 107.7 107.7 99.7
CEO pay ratio 66 77 77 78 87
Remuneration report continued
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Sustainability
statements
92 Sustainability at Wolters Kluwer
93 Sustainability at a glance
94 General disclosures
106 Environmental disclosures
119 Social disclosures
136 Governance disclosures
140 Reference table
142 List of data points that derive from other EU legislation
144 EU Taxonomy
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Our sustainability reporting
Our purpose is to deliver impact when it matters most.
Sustainability is part of this purpose and guides how we
conductour business. We support our customers in making
critical decisions, for their clients or patients, through solutions
that help protect people’s health, prosperity, and safety, and
contribute to building better businesses.
We strive to create positive impacts and minimize negative
effects on people and the environment across our operations
and value chain.
These sustainability statements have been prepared in
accordance with the European Sustainability Reporting
Standards (ESRS) as per the EU Corporate Sustainability
Reporting Directive (CSRD) and have been subject to limited
assurance by the external auditor.
→ For the limited assurance report of the independent auditor on
the sustainability statements, see Other information
Looking ahead, we will continue to strengthen our sustainability
reporting by further enhancing data quality, deepening value
chain due diligence, and refining our reporting processes and
controls.
We remain attentive to ongoing EU developments regarding the
CSRD and ESRS, including upcoming revisions and adjusted
timelines, and will continue to align our reporting accordingly.
Sustainability at
Wolters Kluwer
In these sustainability statements, we describe our approach
andperformance regarding our material sustainability matters.
ESG Ratings
Initiatives we participate in
UN Sustainable Development Goals
We are committed to the Sustainable Development Goals (SDGs)
and focus our contributions to the SDGs that are most closely
linked to our material sustainability matters. We regularly review
our SDG focus areas to ensure they remain relevant.
11.0
(low risk)
Sustainalytics
AAA
In 2025, Wolters
Kluwer received an
MSCI ESG ratingof
AAA, for the 7th
consecutive year
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Sustainability
Ataglance
Environment Governance
Male
Female
of employees
are female
46%
of managers
are female
41%
1.8%
adjusted gender pay-gap
ratio (2024: 3.1%)
50
key suppliers assessed
onenvironment, labor
and human rights,
ethics, and sustainable
procurement
↓80%
in scope 1 and 2 emissions
since 2019
↓17%
in scope 3 emissions
since 2019
The SBTi has verified our net-zero science-based target
by2050
100%
of scope 1 and 2 near-term (2030)
target achieved
115
indexed cybersecurity maturity
score (2024: 115)
99%
of employees completed the Annual
Compliance Training on ethics,
data privacy, and cybersecurity
(2024: 99%)
78
employee engagement score (2024: 78),
which is three points below the Microsoft
Glint global top 25th benchmark
Social
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Basis for preparation
General basis for preparation (BP-1)
These sustainability statements have been prepared on a
consolidated basis and comprise Wolters Kluwer N.V. and its
subsidiaries. The scope of consolidation is the same as for the
consolidated financial statements, covering the annual reporting
period from January 1, 2025, up to December 31, 2025.
We report information about our material sustainability impacts,
risks, and opportunities (IROs) in our own operations and value
chain, as determined through a double materiality assessment.
We considered our upstream and downstream value chain
asfollows:
• Upstream includes both direct and indirect suppliers; and
• Downstream includes our customers and end-users.
The environmental, social, and governance sections of these
sustainability statements include information about relevant
policies, actions, metrics, and targets relating to our material
IROs. These disclosures cover relevant policies, actions, metrics,
and targets, along with status, progress, and timelines. Where
nospecific time horizon is indicated for the completion of key
actions, these actions are ongoing.
Certain metrics include upstream and downstream value chain
data. More specifically, scope 3 emissions include both upstream
and downstream data: scope 3.1, 3.2, and 3.4 concern greenhouse
gas (GHG) emissions associated with our suppliers, while scope
3.11 concerns GHG emissions associated with our customers.
The evolving standards for sustainability reporting and the
ongoing updates to the ESRS and applicable implementation
guidance may leadto changes in our reporting, particularly as
we discontinue the use of transitional reliefs related to value
chain information. Currently, most ofourvalue chain data is
limited to in-house and publicly-available information.
Disclosures in relation to specific circumstances (BP-2)
Time horizons
Short-, medium-, and long-term time horizons are defined in line
with ESRS 1 stipulations:
• Short term: ≤1 year
• Medium term: 1-5 years
• Long term: ≥5 years
Value chain estimation, sources of estimation, and outcome
uncertainty
We acknowledge that using third-party information carries the
risk of outcome uncertainty. Our current validation process relies
on high-level assessments and available guidance. Apart from
the limited assurance by the external auditor, no other external
assurance has been obtained for any metrics disclosed in these
sustainability statements.
Overall, some metrics, such as supplier andcustomer-related
GHG emissions, are subject to a high levelof measurement
uncertainty. Judgments and estimates involved are therefore
described alongside each metric throughout these sustainability
statements, in tables labeled ‘Methodologies and assumptions’.
In this section, we provide general sustainability
disclosures, in accordance with ESRS 2.
General
disclosures
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Predominantly in the calculation of GHG emissions associated
with our suppliers (scope 3.1, 3.2, and 3.4) and our customers
(scope 3.11), we used indirect sources such as industry-average
emission factors, making them subject to a high level of
measurement uncertainty. Emissions from purchased goods
andservices (scope 3.1), which form the largest share of our
GHGemissions, are primarily based on these calculations.
Asignificant portion of supplier emissions is calculated based
onspend.
→ For more information on methodologies and assumptions for
calculation of scope 3 emissions, see Gross GHG emissions (E1-6)
To enhance the accuracy of emissions calculations, we have
started tocollect primary-source data from suppliers, where
available. We plan toexpand engagement with our suppliers
toobtain more specific emission data, starting with our largest
suppliers. We continue to monitor new methods to improve
estimation accuracy and reduce dependence on assumptions,
leveraging improved data sources as they become available.
When reporting forward-looking information under the ESRS,
including actions and events that may or may not occur,
assumptions are made about future events and actions.
Duetothe inherent uncertainty and ambiguity associated
withanticipated actions and events, actual outcomes may vary,
meaning we cannot guarantee the accuracy and achievability
ofthis information.
Changes in preparation or presentation of sustainability
information and reporting errors in prior periods
We have not identified any changes in the preparation or
presentation of information in our sustainability statements,
norhave we identified any errors in prior year reports.
Incorporation by reference
For some disclosures, these sustainability statements refer to
other chapters of this annual report.
→ For a list of ESRS disclosure requirements that are incorporated by
reference into these sustainability statements, see Reference table
Use of phase-in provisions
In accordance with the ‘Quick Fix’ Delegated Regulation adopted
by the European Commission in July 2025, we continue to make
use of the transitional provision in ESRS 1 paragraph 137, which
allows for the phased introduction of certain disclosures.
→ For an overview of the use of phased-in disclosures, see Reference
table
ESRS 1 paragraphs 132 and 133 allow to make use of transitional
provisions regarding value chain information during the first
three years of ESRS reporting. In accordance with these
provisions, we have limited the value chain information for
therelevant disclosure requirements predominantly to data
available in-house.
General disclosures (ESRS 2) continued
We report on our material
sustainability impacts and
opportunities along with related
policies, actions, metrics, and
targets.
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Governance
Role of the Executive Board and Supervisory
Board(GOV-1)
The responsibilities of the Executive Board and Supervisory
Board and its committees for impacts, risks, and opportunities
(IROs) are included in the respective By-Laws and Terms of
Reference. The By-Laws of the Executive Board stipulate that in
the development of the strategy, the Executive Board should also
consider the impact of the company in terms of sustainability,
including the effects on people and the environment. The
Executive Board has collective responsibility for sustainability
matters, notwithstanding allocation of certain responsibilities
tothe CEO and CFO, which includes the CFO’s responsibility
forsustainability data reporting and compliance with
sustainability regulations.
→ For the composition and diversity of the Executive Board and
Supervisory Board, see Executive Board and Supervisory Board in
the Governance chapter
→ For the roles and responsibilities of the Executive Board in
exercising oversight of the process to manage material IROs, see
Executive Boardin Corporate governance
→ For the roles andresponsibilities of the Supervisory Board in
exercising oversight of the process to manage material IROs, see
Supervisory Board in Corporate governance
→ For the role of the Executive Board related to business conduct
matters, see Culture in Corporate governance
The Supervisory Board By-Laws stipulate that in performing its
duties, the Supervisory Board takes into consideration the
impact of the company’s actions on people and the environment.
A more detailed list of the Supervisory Board’s responsibilities
covering supervision of various sustainability matters is included
in its By-Laws. The key focus of the Audit Committee in relation
to sustainability/ESG is oversight of reporting, including ESG-
related controls and the limited assurance process for the
sustainability statements.
For the Selection and Remuneration Committee, its Terms of
Reference provide that this committee has oversight on the
remuneration policy for the Executive Board, including the
sustainability elements therein. The Supervisory Board By-Laws,
as well as the Terms of Reference of both the Audit Committee
and the Selection and Remuneration Committee, are available
onour website.
The Executive Board oversees governance processes, controls,
and procedures that are used to monitor, manage, and oversee
material IROs, including the setting of targets. The Corporate
Sustainability team provides periodic updates to the Executive
Board, Supervisory Board, and Audit Committee on sustainability
matters, communicating regulatory changes and relevant
marketdevelopments. This cross-functional team consists of
sustainability specialists, led by the SVP General Counsel &
Company Secretary, as well as accounting and reporting
specialists, led by the SVP Finance, Budgeting & Reporting.
The Corporate Sustainability team centrally coordinates the
company’s sustainability efforts, focused on compliance with
sustainability regulations and partnering with various internal
subject matter experts (SMEs). These SMEs oversee the setting
ofpolicies, actions, and targets for material IROs and have a
reporting line to one of the members of the Executive Board.
These functions have skills and expertise in their respective
teams for the listed sustainability matters and are responsible
for appropriate controls and procedures for the management
ofthe IROs under their responsibility. See the table on the right
for an overview of the reporting lines.
Meetings between the Executive Board and these functions
provide the Executive Board with a good view on the availability
of the required skills in relation to sustainability matters within
the company. The Supervisory Board is also kept informed of the
available skills. This way, the Executive Board and Supervisory
Board are informed about available and required expertise and
whether appropriate skills and expertise need to be expanded.
→ See Talent management in the Report of the Supervisory Board
Reporting lines to the CEO and
Chair of the Executive Board
Function Topic and relation to impacts, risks, and opportunities
CEO of
Global
Business
Services
• Real Estate & Facilities: climate change (scope 1
and2)
• Sourcing & Procurement: climate change (scope 3.1,
3.2, and 3.4) and human and labor rights of workers
in the supply chain
• Business travel: climate change (scope 3.6)
• Cybersecurity
Chief
Human
Resources
Officer
• Diversity, Equity, Inclusion, and Belonging, including
equal pay for equal work
• Well-being: work-life balance
• Talent management: training and skills development
• Employee engagement: corporate culture
• Flexible work arrangements: climate change
(scope3.7)
CEOs of
operating
divisions
• Products and customers: access to quality
information on which our customers base their
services towards their clients
• Execution of corporate policies and targets within
the respective divisions
SVP General
Counsel &
Company
Secretary
• Corporate governance and sustainability/ESG
regulations
Reporting lines to the CFO and
Member of the Executive Board
Function Topic and relation to impacts, risks, and opportunities
EVP &
General
Counsel
• Data privacy
• Ethics & Compliance: business conduct and
corporate culture
VP Internal
Control
• Internal Control Framework for Sustainability
Reporting (ICSR)
SVP
Finance,
Budgeting &
Reporting
• Sustainability reporting of quantitative data
General disclosures (ESRS 2) continued
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Information provided to, and sustainability matters
addressed by, the Executive Board andSupervisory
Board(GOV-2)
The Executive Board and the Supervisory Board and its
committees are informed about material impacts, risks,
opportunities, and related policies, actions, metrics, and targets
by the functions listed in the table on the previous page, or their
respective delegates and teams. This typically occurs one to four
times ayear but may be more frequent as needed. See the table
onthe right for key items discussed or addressed in 2025.
→ For a description of how the Executive Board and Supervisory
Board are informed about sustainability matters, see
Environmental, social, and governance matters in Corporate
governance and Sustainability in the Report of the Supervisory
Board
Integration of sustainability-related performance
inincentive schemes (GOV-3)
The Supervisory Board is responsible for the execution of the
remuneration policy, based on the Selection and Remuneration
Committee’s advice. The Remuneration report outlines key
elements of our Executive Board remuneration policy, including
sustainability-related performance and the proportion of
variable remuneration dependent on sustainability-related
targets. Climate considerations are factored into the selection
ofsustainability-related targets. In 2025, the same target on
percentage reduction in our office footprint was included in the
non-financial performance measures for the short-term
incentive plan (STIP). This measure is one of the key drivers of
reduction ofour scope 1 and 2 greenhouse gas (GHG) emissions.
The STIP offers cash incentives for achieving specific annual
targets for aset of financial and non-financial performance
measures, determined at the start of each year. We will continue
to evaluate relevant climate-related STIP measures as we evolve
our GHG emissions reporting.
→ For more information, seeRemuneration targets linked to
strategic goals, Short-term incentive plan 2025, and Payouts for
performance against 2025 STIP targets in the Remuneration report
Body Material topic Topic discussed or addressed in 2025
Executive Board Climate change • Updates about real estate rationalizationprogram and approval of target to reduce
office footprint.
• Updates on the progress of greenhouse gas emissions reduction targets, and
validation of long-term and net-zero GHG emissions reduction targets by the SBTi.
Diversity, Equity, Inclusion, and
Belonging
• Outcome of the global pay equity project and progress on reducing gaps.
• Updates on belonging initiatives, including the belonging score and inclusion networks.
• Approval of our new global employee recognition platform ‘Impact’.
Work-life balance • Updates about well-being program calendar and participation.
• Approval of the ‘Work From Anywhere’ program.
Training and skills development • Updates on skills-powered talent management initiatives.
• Updates on ‘Circle Mentoring Program’.
Data privacy • Update on the data privacy and cybersecurity programs, including employee training
completion.
Human and labor rights for workers
in the supply chain
• Findings from the third-party supplier sustainability assessment tool, including how
insights were used to inform the double materiality assessment.
Corporate culture • Approval of the updated SpeakUp Policy and updates about the SpeakUp program.
• Update on the employee engagement score from the latest survey.
Supervisory Board
(and Executive
Board)
Climate change • Inform about the validation of long-term and net-zero GHG emissions reduction
targets by the SBTi.
Diversity, Equity, Inclusion, and
Belonging
• Inform about engagement and belonging initiatives, such as the Engagement &
Belonging survey results and progress on action plans.
Training and skills development • Inform about talent planning progress and succession pipelines for leadership.
Human and labor rights for workers
in the supply chain
• Findings from the third-party supplier sustainability assessment tool, including how
insights were used to inform the double materiality assessment.
Data privacy • Update on the cybersecurity program.
Audit Committee All topics • Inform about the outcome of the double materiality assessment.
Corporate culture • Inform about the SpeakUp program.
Selection and
Remuneration
Committee
Climate change, Diversity, Equity,
Inclusion, and Belonging, Data
privacy
• Approve and review progress on the non-financial performance measures for the
short-term incentive plan.
General disclosures (ESRS 2) continued
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Statement on due diligence (GOV-4)
Due diligence is an iterative process involving the identification,
prevention, mitigation, remediation, and communication of
impacts on people and the environment. Our approach to human
rights and environmental due diligence involves the analysis of
actual and potential impacts of our business activities, which is
done as part of our double materiality assessment. This includes
consultations with stakeholders and desk research on publicly
available information relevant to our sector. We acknowledge the
importance of conducting human rights and environmental due
diligence, as outlined by the United Nations Guiding Principles
on Business and Human Rights and the OECD Guidelines for
Multinational Enterprises. In 2025, we strengthened our due
diligence process by gaining more concrete insights into the
inherent sustainability risks of our key suppliers. We also began
assessing higher-risk, strategic suppliers on environmental,
labor and human rights, ethics, and sustainable procurement
issues.
Core elements of due diligence
Paragraphs in the sustainability
statements
Embedding due diligence in
governance, strategy, and business
model
ESRS 2 GOV-2, ESRS 2 GOV-3,
ESRS 2 SBM-3
Engaging with affected
stakeholders
ESRS 2 GOV-2, ESRS 2 SBM-2,
ESRS 2 IRO-1, ESRS E1, ESRS S1-2,
ESRS S2-2, ESRS S4-2
Identifying and assessing negative
impacts on people and the
environment
ESRS 2 IRO-1, ESRS 2 SBM-3
Taking actions to address negative
impacts on people and the
environment
ESRS E1-1, ESRS E1-3, ESRS S1-4,
ESRS S2-4, ESRS S4-4
Tracking the effectiveness of these
efforts
ESRS E1-4, ESRS E1-5, ESRS E1-6,
ESRS S1-5, ESRS S1-6, ESRS S1-7,
ESRS S1-9, ESRS S1-12, ESRS S1-13,
ESRS S1-15, ESRS S1-16, ESRS S1-17,
Other own workforce company-
specific metrics, ESRS S2-5, ESRS
S4-4, ESRS G1, Corporate culture
and data privacy company-specific
metrics
Risk management and internal controls over
sustainability reporting (GOV-5)
Internal controls related to these sustainability statements
havebeen implemented in an Internal Control Framework
forSustainability Reporting (ICSR) specific to material data
pointsand differentiating between environmental, social, and
governance topics. Though distinct from the Internal Control
Framework for Reporting (ICFR), the ICSR is similarly designed
and aligns sustainability control objectives with sustainability
risks. Additionally, ESRS disclosures have been mapped to
corresponding controls within the ICSR. Gaps will continue to be
addressed as the sustainability reporting processes and controls
mature. Functional sustainability topic owners have been
assigned to support these efforts. Our Internal Audit department
has performed audits of both the environmental and social
reporting processes, and will continue to periodically perform
thematic reviews on sustainability reporting.
Moreover, we developed a detailed sustainability reporting
manual to drive compliance and standardization. Sustainability-
related reporting topics, compliance, and risks are periodically
discussed in the Corporate Risk Committee, and the Executive
Board is informed on outcomes. In 2025, the Corporate Risk
Committee added a new risk on non-financial reporting to the
company’s risk universe.
→ For more information on non-financial reporting risks,
see Non-financial reporting risks in Risk management
The controls within the ICSR framework are currently under
review and being updated to reflect recommendations and
insights from internal and external feedback. This process
incorporates feedback from external assurance and ongoing
internal evaluations to ensure continued alignment. We will
conduct an annual review of our risk profile and corresponding
controls to ensure that risks are properly managed and that the
ICSR remains current and effective.
The company also recognizes the importance of formalizing and
embedding controls over the double materiality assessment
(DMA) process and is taking additional steps to continue the
implementation of new sustainability-related controls following
the conclusion of the DMA results. These controls are in design
review and are being tested for design, and effectiveness where
applicable. Interviews with key process owners and stakeholders,
as well as process walkthroughs, are being performed as part
ofthe design review and effectiveness testing. Results will be
reported on the affected internal control dashboards per usual
procedures to functional management, internal and external
auditors, the Executive Board, and the Audit Committee.
Finally, the level of accuracy and completeness of some of our
sustainability data is subject to judgments and estimates. Our
internal control processes over sustainability data continue to
evolve to address accuracy and completeness. While progress
was made in 2025 to further formalize and embed controls,
certain processes and data points remain subject to ongoing
refinement and enhancement in the coming years.
→ For more information, see Disclosures in relation to specific
circumstances (BP-2)
General disclosures (ESRS 2) continued
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Strategy
Strategy, business model, and value chain (SBM-1)
Wolters Kluwer is a global leader in information, software
solutions, and services for professionals in healthcare; tax
andaccounting; financial and corporate compliance; legal
andregulatory; and corporate performance and ESG.
We provide customers worldwide with expert solutions that
combine deep domain knowledge with workflow automation,
helping them make critical decisions, increase their productivity,
and achieve better outcomes for their clients, patients, or
organizations.
To deliver these solutions, we depend on third-party suppliers,
such as cloud service providers, data centers, software
developers, maintenance services, back-office transaction-
processors, and content services.
Detailed information on our mission, strategy, business model,
key activities, products, and customer segments is available in
the Strategy and business model chapter of the Strategic report.
The professional information, software, and services sectors
inwhich we operate are characterized by sector-specific
sustainability matters which may affect our business model
andvalue chain.
For instance, as a provider of cloud-based, data-driven expert
solutions, supported by artificial intelligence (AI) and other
advanced technologies, our industry faces strong competition
forspecialized and technical talent. This creates risks related
tothe availability of essential skills, while reinforcing the
importance ofcontinued investments in employee development
and engagement.
Moreover, our reliance on external partners, such as cloud
providers, data center operators, and software developers,
continues to grow. This increased dependence introduces
potential risks related to data privacy, cybersecurity, and the
reliability of information.
As a result, ensuring product integrity, strengthening quality
assurance, and maintaining effective AI and cybersecurity
governance become even more critical.
At the same time, the shift to cloud-based, AI-powered solutions
brings opportunities in the form of enhanced customer value
through greater efficiency and scalability.
Finally, climate-related impacts are also becoming more
relevantas digital infrastructure, including data centers,
contributes to rising energy consumption and associated
greenhouse gas emissions.
→ For an overview of identified climate change transition and
physical risks, see Material impacts and their interaction with
strategy and business model (SBM-3) in Environmental disclosures
In our double materiality assessment, we evaluated how these
sector-specific impacts, risks, and opportunities relate to our
business model and value chain. This analysis enabled us to
identify our material sustainability matters, which include
(potential and actual) positive and negative impacts on people
and the environment, as well as associated opportunities these
pose for our business.
→ For more information, see Process to identify and assess material
impacts, risks, and opportunities (IRO-1)
The ESRS requires disclosing a breakdown of total revenue by
significant ESRS sector. Since the ESRS SEC1 Sector classification
standard is still in draft by the European Financial Reporting
Advisory Group (EFRAG), we will disclose this breakdown in the
first year when the application date is specified in a Commission
Delegated Act.
General disclosures (ESRS 2) continued
Interests and views of stakeholders (SBM-2)
We recognize that meaningful engagement with our stakeholders
is essential for our long-term value creation. Interests and views
of our key stakeholders help us understand impacts, risks, and
opportunities, and shape our strategic decision-making. We
therefore actively engage in stakeholder dialogue across our
businesses and functions.
We prioritize stakeholders based on their relevance to our
business and the potential impact of our activities on them.
Thetable on the next page lists our key stakeholder groups
andsummarizes how we engage with them, what the purposes
oftheengagements are, as well as some outcomes from the
engagements and how we integrate these outcomes.
Depending on the type of stakeholder and the topic, we use
various methods and channels for engagement, including
feedback mechanisms, meetings, events, presentations, but
alsoparticipations and partnerships.
Business and functional leaders are informed about stakeholder
views relevant to their responsibilities and areas of expertise.
Our Executive Board and Supervisory Board are also kept
informed about the views and interests of key stakeholders for
alignment and decision-making.
We also have a Stakeholder Engagement Policy adopted by the
Executive Board, available on our website.
As part of our double materiality assessment, we analyzed the
views of our key stakeholders, which helped us understand their
perspectives in terms of where we impact them through our
business activities.
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Key stakeholder How we engage Purpose of the engagement Engagement outcomes and integration
Employees and employee
representatives
• Annual Engagement & Belonging survey;
• Training, performance and career development;
• Targeted onboarding and exit surveys;
• Global Innovation Awards and Code Games;
• Townhalls and other group meetings;
• Intranet and internal messaging platforms;
• Meetings with work councils;
• SpeakUp program;
• Global inclusion employee networks; and
• Well-being webinars and mentoring programs.
• Inform employees about our business strategy,
policies, resources, and performance;
• Promote employee programs and initiatives;
• Gather feedback and insights from employees;
• Address concerns or grievances;
• Foster innovation by encouraging creativity and
cross-functional collaboration;
• Mutual exchange and agreements with employee
representative bodies, such as work councils; and
• Promote connection and foster strong engagement
andbelonging in support of our inclusive culture.
• Increased participation in our innovation programs
and global inclusion employee networks;
• Enhanced programming aimed at career
development;
• Stronger overall manager enablement;
• Strengthened inter-team connections;
• Stronger sense of purpose organization-wide;
• Integrated survey insights to inform future
engagement strategies and action planning; and
• Increased awareness of business conduct policies,
SpeakUp, and data privacy and cybersecurity.
Customers and end-users
• Dialogue and support through sales, marketing, and
customer service teams;
• Quarterly business reviews;
• User experience research, surveys, and focus groups;
• Webinars or (virtual) coffee chats; and
• Answering due diligence questionnaires, third-party
ratings, and (on-site) assessments, including those
covering cybersecurity, data privacy, and
sustainability.
• Improve customer satisfaction;
• Enhance product and service offerings;
• Inform customers of new product roadmaps;
• Collaboration on product development; and
• Communicate our IT security measures and overall
capabilities to safeguard the company as well as our
customers and their end-users.
• Beta testing of products with customers;
• Gaining insight into user needs and pain points
allowing us to design relevant and actionable
solutions;
• Improved product development based on feedback
from customers; and
• Enhanced customer trust.
Investors and analysts
• Publication of financial and ESG results and other
regulated information;
• Participation in ESG ratings, like CDP and
Sustainalytics, allowing investors to monitor our
sustainability progress; and
• Presentation and discussion of the business,
including ESG topics, through webcasts, roadshows,
Annual General Meeting of Shareholders,
conferences, teach-ins, and ad-hoc meetings.
• Enhance understanding of the company’s business
model and strategy;
• Ensure a fair valuation of our securities by the
market;
• Attract and retain investors;
• Gather investor feedback and perspectives on the
strategy, performance, and governance; and
• Maintain open dialogue with investors on our
material topics.
• Gained insight into investor views on the relevance
of ESG topics;
• Gathered feedback from shareholders on governance
and remuneration topics;
• Identified opportunities to improve public
disclosures to enhance investors’ understanding of
the company; and
• Enhanced communication and disclosure practices
as a direct result of investor feedback.
Suppliers
• Strategic partnerships with key suppliers;
• Supplier meetings, events, innovation workshops,
and partnership summits;
• Supplier risk management and due diligence; and
• Sustainability assessments via a third-party tool.
• Foster long-term, mutually beneficial relationships;
• Align business needs with market capabilities;
• Manage risk, performance, accountability, and
compliance to our Standards;
• Cooperate on key topics, such as cybersecurity,
artificial intelligence, innovation inproduct
development, R&D, and sustainability; and
• Ensure seamless operation of suppliers critical to the
business continuity of our operations.
• Co-developed R&D initiatives with key suppliers,
leveraging our relationship to gain preferential
access to cutting-edge technology and drive product
innovations;
• Implemented advanced security protocols to
mitigate risks and manage our underlying
infrastructure; and
• Assessed 50 strategic and higher risk suppliers on
their management of labor and human rights,
environmental, ethics, and sustainable procurement
issues.
How we engage with our key stakeholders
Below is an overview of our key stakeholders, how we engage with them, what the purposes of the engagements are, as well as some outcomes from the engagements, and how we integrate these outcomes.
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Key stakeholder How we engage Purpose of the engagement Engagement outcomes and integration
Industry associations
• Membership of associations and participation in
their meetingsand initiatives; and
• Collaboration or participation in trade fairs.
• Knowledge sharing;
• Obtain insights into industry challenges, pain points,
andneeds; and
• Industry liaison with government on reforms and
regulations that impact ourindustry.
• Improved understanding of industry developments
and main trends;
• More efficient liaison with government on industry
themes like cybersecurity and artificial intelligence;
and
• Generated insights for product management and
marketing teams.
Academic and research institutions
• Participation in university boards, bodies, and
councils;
• Research collaboration; and
• Hosting competitions for university students.
• Strengthen our credibility as a provider of
professional solutions;
• Knowledge exchange and publications;
• Gain insight into the use and impact of our solutions;
• Understand research trends; and
• Monitoring societal changes to maintain our
development of relevant and actionable solutions.
• Evolving our solutions based on societal changes like
large-scale digitalization, artificial intelligence, and
insights into the needs of emerging generations; and
• Ongoing research into the impact of our solutions.
Civil society and non-profit
organizations
• Partnerships with non-profits, such as the Princess
MaximaCentre;
• Employee volunteering programs; and
• Membership in sustainability initiatives, such as
theUNGlobal Compact.
• Deliver quality information to help address societal
issues, likeglobal health matters;
• Contribute to local initiatives; and
• Alignment on cross-sector sustainability practices.
• Dissemination of digital health tools in resource-
limited settings;
• Empowering employees to collaborate on community
projects and local social initiatives; and
• Enhanced knowledge on sustainability best-
practices, improving our sustainability efforts.
Governments and regulators
• Contracting EU-designated notified bodies to ensure
productcompliance with relevant regulations;
• Knowledge exchange on quality requirements;
• In-person and remote interactions; and
• Webinars and events.
• Assess conformity of products before being placed
on the market;
• Understand trends and upcoming regulations;
• Product development in line with evolving needs and
regulatory changes; and
• Improving audit readiness and reducing regulatory
risk.
• Products comply with relevant regulations and
developed in line with new regulations;
• Obtaining professional, high-quality information to
use in our products; and
• Creation of market strategies based on interests and
views of governments and regulatory bodies.
General disclosures (ESRS 2) continued
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Material topic Type of
material IRO
Value chain Expected
time horizon
Description of the material impacts and opportunities Sustainable Development
Goals (SDGs)
Climate change Energy use results in CO
2
e emissions across scopes 1, 2, and 3, negatively impacting the
environment. Reducing these emissions is challenging because of dependency on external
factors and parties, particularly due to the significant emissions from our upstream suppliers.
Diversity, equity,
inclusion, and
belonging
Equal treatment and opportunities for all, including equal pay for equal work, driving
engagement and belonging, and providing benefits for the well-being of our workforce, while a
high-performing, productive, and engaged workforce also benefits the company.
Training and skills
development
Training and skills development opportunities for our employees bring benefits for the
personal growth and well-being of our workforce, while a high-performing, productive, and
engaged workforce also benefits the company.
Work-life balance
Well-being measures, including employee benefits, support our employees’ work-life balance
and therefore bring benefits to our workforce, while a high-performing, productive, and
engaged workforce also benefits the company.
Labor and human
rights of workers
in the value chain
Workers of direct suppliers that are involved in providing products or services to our
businesses may potentially not have sufficient equal opportunities, wages, secure jobs,
work-life balance, and protection of health and safety at work, which could impact the human
and labor rights of these workers.
Access to quality
information
By providing our customers with quality, actionable, and reliable information through our
products and services, including expert solutions, they can make optimal decisions and thereby
provide better outcomes for their clients or patients. This in turn builds increased trust in our
products and services, creating opportunities for the company.
Corporate culture
A strong corporate culture around values and business ethics has a positive impact on our
workforce, while also benefiting our reputation and relationships with customers, business
partners, and other stakeholders.
Data privacy The protection of personal data and associated data privacy rights of individuals whose
personal data is entrusted with us could potentially be impacted in case of data privacy or
cybersecurity incidents.
Our material impacts and opportunities (SBM-3)
Below is an overview of the material impacts and opportunities resulting from our double materiality assessment. A summary of these material sustainability matters is provided in each topical chapter.
Positive impact
Negative impact
Financial opportunity
Financial risk
Upstream and suppliers
Own operations
Customers
Downstream beyond customers
Short term (≤ 1 year)
Medium term (1-5 years)
Long term (≥ 5 years)
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Material impacts and opportunities and their
interaction with strategy and business model (SBM-3)
The material impacts and opportunities presented in the table
on the previous page directly relate to our strategy and business
model. We explain this interaction in the respective topical
sections of these sustainability statements.
Our business model, centered on delivering cloud-based,
AI-enabled expert solutions, creates both impacts and
opportunities across our value chain. These range from managing
the energy use associated with digital infrastructure and
suppliers, to leveraging strong employee engagement and
belonging. We also rely on a culture of ethics, and effective
dataprotection and security measures, to deliver trusted,
high-quality solutions.
By continuously enhancing our technological capabilities and
product portfolio, we create positive societal value for customers
while reinforcing our strategic mission and strengthening
long-term business resilience.
In line with our material sustainability matters, our three-year
company strategy (2025-2027) focuses on delivering quality
information to our customers, fostering a great place to work
forour employees, and strengthening our environmental, social,
and governance performance. This strategy is described in the
Strategy and business model chapter within the Strategic report.
Most of our material impacts are positive and offer opportunities
for long-term growth. Our material impacts and opportunities
relate to all our business activities and divisions. They
areexpected to have effects across the short, medium, and
longterm.
In practical terms, this means that negative impacts, such
asclimate change and data privacy, are ongoing and require
continuous mitigation, while positive impacts contribute
sustained benefits for people and business. Our strategy and
resources are therefore allocated to maximize these benefits,
andreduce the severity of identified negative impacts,
consistently throughout each period.
In determining our material sustainability matters, we conducted
a resilience analysis aligned with ESRS time horizons. This
analysis was based on qualitative input from internal subject
matter experts.
We also reviewed existing mitigating measures, including our risk
management framework, as well as our policies and procedures
related to each impact and opportunity. We also assessed the
dependencies arising from the defined impacts and
opportunities.
The analysis showed that although three (actual and potential)
material negative impacts were identified — climate change,
labor and human rights of workers in the value chain, and data
privacy — our strategy and business model remain resilient.
Strong risk management practices, including cybersecurity and
data privacy measures, supply chain risk management, and our
climate resilience and business continuity programs, help ensure
that the identified impacts and dependencies do not pose a
material risk to our business.
→ For the conducted resilience analysis related to climate change,
see Material impacts and their interaction with strategy and
business model (SBM-3) in the Environmental disclosures
Management has concluded that the financial impact of climate-
related matters on estimates and judgments is not material.
→ For more information, see Note 3 – Accounting estimates and
judgments in the Financial statements
While our double materiality assessment (DMA) involved a
qualitative analysis of the financial effects of our material
opportunities, we have not yet quantified their financial impact
on our financial position, performance, and cash flows. We have
not identified any material opportunities that could significantly
affect the reported values of assets and liabilities within the next
annual reporting period.
→ For more details regarding our DMA process and methodologies,
see Process to identify and assess material impacts, risks, and
opportunities (IRO-1)
All the material topics listed in the table on the previous page
are covered by the ESRS.
For the topic of data privacy, we have adopted an entity-specific
approach, combining with cybersecurity and categorizing it
under Governance disclosures (G1). We consider these key topics
in relation to good business practices and governance. Our
assessment is based on our values as well as our principle-
based approach of maintaining high standards for data
protection and privacy to comply with applicable global data
privacy legislation, supported by a governance model to oversee
data privacy protection behavior. Additionally, for some material
impacts and opportunities, we use additional entity-specific
metrics that are pertinent to their comprehensive disclosure.
Because the DMA is iterative, our material impacts, risks, and
opportunities may evolve over time. We will continue to update
the assessment as new insights emerge from our value chain and
as the impacts of our business activities evolve.
General disclosures (ESRS 2) continued
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Impact, risk, and opportunity
management
Process to identify and assess material impacts, risks,
and opportunities (IRO-1)
We determine our material impacts, risks, and opportunities
(IROs) through a double materiality assessment (DMA) using the
six-step process described below. This approach enables us to
evaluate the impact of our business activities on people and the
environment, as well as the related risks and opportunities for
our company. We conducted an initial DMA in 2023 and refined
itin 2024. In 2025, we validated the outcome of this prior work,
which confirmed no changes to our material IROs. Our material
impacts on people and the environment, and the opportunities
for the company deriving from positive impacts, are listed in the
table in Our material impacts and opportunities (SBM-3).
This section covers all disclosure requirements related to ESRS
IRO-1, as included in both ESRS 2 and the topical ESRS.
DMA actions performed in 2025:
• Impact assessment of new acquisitions;
• Screening of office locations against biodiversity-sensitive
areas using Key Biodiversity Areas, UNESCO World Heritage
Sites, and the World Database of Protected Areas;
• Water-stress evaluation of top 50 offices vs. 2023 baseline
using the Water Resource Institute’s Aqueduct Water
RiskAtlas;
• Benchmarking material environmental topics and water
reporting of 10 peer companies; and
• Stakeholder consultations, including:
– Reviewing outcomes of latest employee Engagement &
Belonging survey;
– Assessed 50 key suppliers on ESG topics through a
third-party sustainability assessment platform;
– Analysis of sustainability questionnaires of select
customers; and
– Engagement meetings with select investor associations.
Step 1:
Review business activities and engage keystakeholders
As a first step, we reviewed our global business activities and key
partners, such as data centers, IT services, and outsourcing and
consulting providers. We then prioritized key stakeholders to
ensure that their views were considered in the process.
Stakeholder input was gathered through meetings with investor
representatives, employee surveys, and proxies like interviews
with internal subject matter experts, sector studies, and industry
reporting standards.
→ For a detailed overview of stakeholder groups, engagement
methods, and outcomes, see How we engage with our key
stakeholders
Step 2:
Outline relevant sustainability matters
Based on the analysis of our business activities and stakeholder
views, we compiled a list of sustainability matters relevant to our
business and value chain. To ensure a comprehensive overview,
we considered topics addressed in sector-specific reporting
standards, ESG rating agencies, and peer company reports.
Step 3:
Identify relevant impacts, risks, and opportunities
For each sustainability matter, we defined actual and potential
impacts, risks, and opportunities over the short, medium, and
long term. To do this, we drew on multiple sources, including
consultations with internal subject matter experts, results from
our employee engagement survey, customer sustainability
questionnaires, supplier sustainability risk screenings and
assessments, office location analyses, peer benchmarks, and
sector-specific research.
This process resulted in a comprehensive inventory of relevant
positive and negative impacts of our activities on people and the
environment, as well as associated risks and opportunities for
the company.
General disclosures (ESRS 2) continued
Double materiality assessment process
Step 6
Step 4
Step 5
Step 1
Step 3
Step 2
DMA
process
Understand
the context
Determine
materiality
Understand the context
Step 1:
Review business activities and engage keystakeholders
Step 2:
Outline relevant sustainability matters
Analyze relevant IROs
Step 3:
Identify relevant impacts, risks, and opportunities
Step 4:
Assess relevant impacts, risks, and opportunities
Determine materiality
Step 5:
Prioritize material impacts, risks, and opportunities
Step 6:
Validate material impacts, risks, and opportunities
Analyze
relevant IROs
General disclosures (ESRS 2) continued
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Impacts on climate change were defined based on an analysis
ofour scope 1, scope 2, and scope 3 GHG emissions. We also
incorporated insights from our preliminary climate scenario
analysis for climate-related risks and opportunities.
For IROs related to corporate culture and business conduct, we
considered our business types, global operations, workforce
composition, customers base, and key business partners.
Step 4:
Assess relevant impacts, risks, and opportunities
As a next step, we assessed the severity of the identified impacts
based on their scale, scope, and irremediable character. Risks
and opportunities were assessed based on the magnitude of
their financial effects. For potential IROs, we also evaluated the
likelihood of occurrence, with the exception of potential negative
human rights impacts, for which the ESRS requires severity
totake precedence over likelihood. The assessment resulted in
aranking of all IROs from highest to lowest score.
The tables on the right provide a description of the parameters
and scores used in the assessment.
Step 5:
Prioritize material impacts, risks, and opportunities
Following the assessment and scoring process, we applied
defined thresholds to classify the IROs as high, medium, or low
materiality. These cut-off points were designed to ensure that
the most material topics were captured for disclosure. All IROs
with high scores were deemed material. Topics with similar
impacts and scores were clustered, such as ‘climate change
impacts’ across different parts of our value chain.
Step 6:
Validate material impacts, risks, and opportunities
The final ranking of all IROs and the list of material IROs were
validated with select investor representatives, our external
auditor, senior staff across functional departments, and the
Executive Board and Audit Committee. The results of the DMA
were presented to, and approved by, the Executive and
Supervisory Boards.
Evolving the double materiality assessment
We continually enhance our DMA to ensure it remains robust and
responsive to changes in strategy, data availability, and evolving
market trends. Consequently, the list of material impacts, risks,
and opportunities may change over time. Furthermore, in
anticipation of upcoming updates to the ESRS and new guidance
on the DMA process, we may adapt our methodology accordingly
in the coming years.
Although we have considered the results of our latest annual risk
assessment for our DMA, it is not yet fully integrated into our
overall risk management process. Currently, the DMA outcome
informs the overall risk assessment process and vice versa,
ensuring alignment. Moving forward, we plan to evaluate how the
DMA can be further aligned and potentially integrated within our
overall risk management processes.
Disclosure requirements covered by the sustainability
statements (IRO-2)
After determining our material IROs, we assessed the materiality
ofeach ESRS data point in relation to these IROs. Through a
qualitative assessment, considering relevance to the company,
its business, and key stakeholders, we determined the material
information to be disclosed in these sustainability statements.
→ For a full list of the ESRS disclosure requirements complied
withfollowing the outcome of the DMA, seeReference table
→ For more information see List of data points that derive from other
EUlegislation
Severity of the impact
Parameters Description Scores
Scale Magnitude of the
negative impact, or
extent of the positive
benefit, to people or
environment.
Ranging from very high
damage or benefits, to
none.
Scope The breadth of the
impact, including how
many people or areas
are affected.
Ranging from global
scope, to none.
Irremediability
(only for
negative
impacts)
The difficulty in
mitigating or
remediating the negative
impact.
Ranging from irreversible
to relatively easy to
remedy, or not
applicable.
Magnitude of financial effects
Parameters Description Scores
Resources The effects of the risk or
opportunity on our
ability to obtain
resources needed in the
business process, such
as the quality, prices,
and availability of
resources.
Ranging from very high
(positive or negative)
effect on resources, to
without consequences.
Relationships The effect of the risk or
opportunity on our
ability to rely on
relationships needed in
our business processes,
such as investors,
employees, suppliers,
and customers.
Ranging from very high
damage or benefit to
relationships with
stakeholders, to no
consequences.
General disclosures (ESRS 2) continued
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• Business travel by our employees to attend internal, customer,
or supplier meetings, and commuting to and from their homes
to their work location, leading to scope 3.6 and 3.7 emissions,
respectively; and
• The use of our digital products by our customers, leading to
scope 3.11 emissions.
With our employees, suppliers, and customers spread across
over 180 countries worldwide, energy consumption occurs
globally. Our suppliers account for approximately 88% of our
total GHG emissions. The volume of GHG emissions from the use
of energy varies depending on the types of goods and services
provided by suppliers. While we have already started identifying
our highest-emitting supplier categories, we plan to obtain more
insights in the coming years.
We are committed to mitigating the effects of our energy use by
reducing energy consumption where possible, transitioning to
renewable energy sources, and exploring other options to lower
Environmental
disclosures
In this section, we provide disclosures on our material
topics relating to environmental matters in accordance
withESRSE1.
Material impacts and their interaction with strategy
and business model (SBM-3)
The use of energy results in greenhouse gas (GHG) emissions,
which contribute to global warming and climate change. Wolters
Kluwer consumes energy in its own operations and indirectly
through its value chain. As such, our impact on the environment
can be seen as both a result of our own activities as well as our
business relationships.
The majority of our GHG emissions stem from energy use in the
following areas:
• Office buildings where our employees work, contributing to
scope 1 and 2 GHG emissions;
• Purchase of goods and services from suppliers, leading to
scope 3.1 emissions, and to a smaller extent purchase of capital
goods and transportation and distribution, leading to scope 3.2
and 3.4 emissions, respectively;
Climate Change (ESRS E1)
Climate change
Energy use in our own operations and value chain generates GHG emissions, contributing to climate change.
Type of material IRO
Actual negative impact
Policies
• Environmental Policy
• Supplier Code of Conduct
• Business Travel Policy
• Global Business Continuity
Management Standards
Actions
• Office decarbonization and real
estate rationalization
• Reducing emissions from
business travel
• Assessing suppliers’ carbon
maturity
• Business continuity and incident
management programs to
prepare for impacts of climate
change
Targets
• Science-based near- and
long-term scope 1, 2, and 3 GHG
emissions reduction targets
• Target to reach net-zero by 2050
• Annual target to reduce our
office footprint
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GHG emissions.
We recognize that our ability to reduce GHG emissions is
influenced by various factors, including the geographical location
of our offices and suppliers, as well as our reliance on key
suppliers such as data center and print providers. We are
monitoring the potential effects of technologies, such as artificial
intelligence, on energy use and related GHG emissions.
→ For an overview of our climate change mitigation activities, see
Actions and resources related to climate change (E1-3)
While our double materiality assessment (DMA) indicated that
wehave climate-related impacts, it did not identify any material
climate-related risks. Our resilience analysis, conducted as part
of the DMA and informed by our initial climate scenario analysis,
enabled us to identify potential physical and transition risks.
Italso strengthened our understanding of how these risks may
evolve over the short, medium, and long term.
For the assessment of our risks and opportunities in a range
ofpotential future states and time horizons, we selected
twodifferent climate-related scenarios: Business As Usual
and1.5degrees warming. In the assessment of physical risks,
weused Relative Concentration Pathways scenarios from the
Intergovernmental Panel on Climate Change. To assess transition
risks, we used World Energy Outlook scenarios from the
International Energy Agency.
We concluded that physical climate change risks, such as
extremeweather conditions, temperature rise, sea level rise,
anddroughts, could potentially lead to:
• Disruption for employees working online, commuting to work,
or travelling for work;
• Damages to our own office buildings, warehouses, and servers
and shortage of water for employees and cooling needs,
leading to disruption of services; and
• Delivery issues from upstream partners and suppliers.
Morespecifically, this may concern disruption of services
dueto overheating of servers and IT systems and damage
tosupplier assets such as warehouses and servers.
Risks associated with the transition to a low-carbon economy
may lead to:
• Reputational risk of failure to meet emissions reduction
targets leading to heightened stakeholder concerns or negative
feedback regarding lack of climate change management within
the company; and
• The risk of misalignment with changing customer preferences
and needs of professional software, when not investing
sufficiently in development of products that enable climate
change mitigation and adaptation.
Our resilience analysis also considered our risk management
measures, including our risk control and business continuity
management program, which support our capacity toadjust to
climate change. Based on this initial assessment, as well as our
ongoing Business Continuity and Incident Management Program,
weexpect our strategy and business model to be prepared to
address these potential climate-related risks.
→ For more information on our approach to climate change
resilience and adaptation, see Actions and resources related to
climate change (E1-3)
→ For a description of how the impact of climate-related matters
wasconsidered in the preparation of the financial statements,
seeNote 3 – Accounting estimates and judgments in the Financial
statements
In 2025, we obtained more concrete insights into our upstream
supply chain, including their inherent carbon emissions risk.
Inthe coming years, we will expand these efforts by analyzing
thelocations of key upstream assets and by considering
newscenarios. We intend to strengthen the climate scenario
analysisto better understand our company’s resilience
towardsclimate change.
The Corporate Sustainability team identifies and assesses
climate-related risks, which are then discussed with the
Corporate Risk Committee. This group monitors material risks
anddetermines company-wide mitigating actions.
Environmental disclosures continued
Transition plan for climate change mitigation (E1-1)
We are committed to minimizing our impact on the environment,
in line with the COP21 Paris Agreement to limit global warming.
We are not excluded from the EU Paris-aligned Benchmarks.
We have assessed our greenhouse gas footprint, including
scope1, 2, and 3 emissions. Based on that assessment, we have
developed a transition plan to reduce our GHG emissions in line
with a pathway to limit global warming to 1.5°C. This plan was
approved by our Executive Board and Supervisory Board.
Our near-term GHG emission reduction targets were validated
bythe Science Based Targets initiative (SBTi) in 2023. In 2025, we
raised the ambition of our scope 1 and 2 targets, by increasing
the near-term target from 50% to 60% by 2030. In addition,
weintroduced long-term reduction targets, including our
commitment to achieve net-zero by 2050. These updated targets
have been validated by the SBTi.
→ For more information, see Targets related to climate change (E1-4)
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We have identified the following decarbonization levers as part of our transition plan:
Scope 1 & 2 emissions
Office footprint
reduction
We have an ongoing plan to reduce the footprint of our offices around the world through office closures and consolidations.
Renewable electricity We are actively switching to renewable electricity for our owned offices and those leased offices where we control the
electricity contract ourselves, and engage with landlords on moving to renewable energy contracts. In addition, we have
purchased renewable energy certificates (RECs) to cover electricity consumption across some offices.
Energy efficiency We will continue to improve energy efficiency, such as improving insulation, installing energy efficient devices, and
implementing motion-sensor LED lighting.
Scope 3 emissions
Supply chain
decarbonization
We expect that multiple macro-level developments will support this lever, including:
• Renewable electricity becoming a larger part of the grid mix;
• Suppliers investing in energy efficiency improvement measures on their own;
• Transport vehicles becoming less carbon-intensive due to advancements in engine design and a shift to renewable energy
sources; and
• Suppliers setting GHG emissions reduction targets and working towards decarbonization, regardless of direct engagement
with Wolters Kluwer.
Alongside these systemic changes, we are taking steps to engage with our suppliers on decarbonization. This includes
evaluating suppliers’ environmental practices, including whether they have set science-based targets. We plan to engage with
strategic suppliers to implement decarbonization initiatives and set emissions reduction targets.
Business travel Key measures include motivating behavioral changes by developing a structured approach encouraging virtual meetings,
replacing air travel with train or car travel where possible, ensuring travel consolidation, and minimizing business- and
first-class flights to reduce the emission intensity of air travel.
Employee commuting We have implemented flexible work programs allowing employees to work partly from home.
We will continue to evolve our approach to environmental
management, with a focus on value chain engagement, to further
accelerate emissions reductions.
→ We report on our progress against our science-based targets in
Targets related to climate change (E1-4)
→ For an overview of our GHG emissions see Gross GHG emissions
(E1-6)
Policies related to climate change (E1-2)
We have adopted an Environmental Policy to manage
environmental matters across our company, including the
impacts related to climate change. The objective of the policy
isto minimize the negative impact of our operations on the
environment and to comply with applicable environmental laws.
The policy was approved by the Executive Board, and applies to
all divisions, business units, and operating legal entities that are
controlled by the company.
Our Environmental Policy addresses climate change mitigation,
energy efficiency, and renewable energy deployment through
ourcommitment to minimize the environmental footprint of our
operations in terms of consumption of energy, water, paper, and
other natural resources, and production of waste.
To support our scope 3 emissions reduction efforts, we request
our suppliers to commit to the environmental standards in our
Supplier Code of Conduct upon contract signing and renewal.
This policy outlines our expectations for suppliers to reduce their
environmental footprint, work towards science-based emissions
reduction targets, and report on their progress.
Our Environmental Policy and Supplier Code of Conduct are
available on our website.
Our approach to climate change resilience and adaptation is
informed by our internal Global Business Continuity Management
Standards, which include guidance on incident management
arising from extreme weather events. While we only consider
climate change mitigation as a material impact, we also disclose
our climate resilience and adaptation policies and actions to
provide a comprehensive view of our climate-related approach.
Several of these decarbonization levers are integrated into
existing strategies and processes, such as our Corporate
RealEstate & Facilities program, supplier management, and flex
work programs. This ensures alignment of our transition plan
with our overall business strategy and financial planning. We
periodically review these levers so that they are aligned with
relevant environmental, societal, technological, market, and
policy developments.
Wolters Kluwer prioritizes direct emissions reduction efforts
anddoes not engage in GHG removals, carbon credits,
orcarbonpricing mechanisms. We continue to monitor
developments related to carbon removals and storage as part
ofour long-term plan to achieve net-zero, which insinuates
neutralizing residual emissions.
Progress on implementing our transition plan
In 2025, we made progress in implementing our transition plan,
advancing initiatives to reduce emissions across scopes 1, 2,
andrelevant scope 3 categories. This includes efforts related
toour real estate portfolio, renewable electricity, supply chain
engagement, and business travel. These initiatives are described
in detail in the section Actions and resources related to climate
change (E1-3).
Our decarbonization efforts directly contribute to our GHG
emissions reductions and help us work towards our science-
based targets.
Environmental disclosures continued
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Actions and resources related to climate change (E1-3)
In line with our transition plan, our climate change mitigation
actions relate to three focus areas, as described in this section.
These actions contribute to reductions in our GHG emissions and
are central to helping us achieve our science-based emissions
reduction targets.
We have not identified significant monetary amounts of CapEx
orOpEx that are incremental and directly contributing to climate
change mitigation.
Office decarbonization
Optimizing our real estate portfolio through office closures
andconsolidation and improving the energy efficiency of our
existing buildings are core aspects of our transition plan and
have already contributed to significant reductions in our
scope 1 and 2 GHG emissions.
The main contributor to the reduction of energy consumption
inour offices is our real estate rationalization program, which
involves both office closures and consolidations. As a result
ofincreased mobility (including hybrid working) and updated,
flexible office designs, we need less space to accommodate
ouremployees. The reduction in office footprint reduces our
emissions by decreasing direct energy consumption and lowering
the demand for electricity and other utilities.
In addition, to improve energy efficiency, we have integrated
sustainability standards across our Corporate Real Estate &
Facilities program, covering office selection, design, and service
procurement. Sustainability is a key criterion in office selection,
lease renewals, and renovations. This includes requiring
environmental certificates, LED energy-saving lighting,
centralized waste disposal with separation, and proximity to
public transport.
We have ongoing efforts to transition towards renewable energy
across our offices. For owned offices not scheduled for closure,
we continue to switch to renewable energy contracts, where this
is possible. For leased offices, we engage with landlords on
renewable energy options during lease renewals. Where we
manage the electricity contract, we intend to move to renewable
energy upon contract expiry. In 2025, we switched six leased
offices across the globe to renewable energy contracts. In 2025,
we purchased Renewable Energy Certificates (RECs) to cover
electricity consumption across all our U.S. offices. This was
included in our scope 2 market-based emissions calculations.
Reducing emissions from business travel
Our Business Travel Policy promotes resource efficiency
byrequiring employees to consider both financial costs
andenvironmental impacts when travelling. Where possible,
travel should be avoided in favor of virtual meetings and
events.This policy also restricts the use of business- and
first-class inair travel.
To raise employee awareness on their travel-related emissions
and empower them to make more environmentally-conscious
travel choices, our travel booking tool displays the CO
2
emissions
of each flight option and sends a monthly business travel
updatesummarizing their carbon emissions. We will continue
toidentify relevant abatement levers to support our emissions
reduction targets.
Supply chain decarbonization
In 2025, we screened all suppliers recorded in our vendor
management system on their inherent sustainability risks using
EcoVadis, a third-party sustainability assessment tool. The
analysis showed that the vast majority of our managed suppliers
have a very low, low, or medium low carbon emissions risk. The
carbon emissions risk reflects the supplier’s estimated GHG
intensity and their ability to transition to a low-carbon model,
based on industry and location. No suppliers were identified as
having a high or very high carbon emissions risk.
This screening enabled us to prioritize engagement with
suppliers on their ESG practices. To ensure a balance between
strategic importance and carbon risk, we selected 50 suppliers
based on a combination of financial thresholds and ESG risk
indicators, including carbon emission risk. These suppliers were
asked to participate in an EcoVadis Ratings assessment, covering
environmental, labor and human rights, ethics, and sustainable
procurement topics.
The results revealed that 48 of the 50 assessed suppliers have
implemented measures to manage energy consumption and
reduce GHG emissions. In addition, 38 suppliers have set credible
emissions reduction targets, 31 of which have SBTi-validated
targets or commitments. We will continue to monitor supplier
performance against these indicators. In 2026, we intend to invite
additional suppliers to participate in the assessment to obtain
more detail into our suppliers’ carbon maturity.
Climate resilience and adaptation
Recognizing that weather and climate extremes are becoming
more frequent across the globe, we continue to strengthen our
preparedness. Our approach to climate resilience and adaptation
is driven by two key programs that enable us to effectively
manage climate-related risks and safeguard our people,
operations, and assets. These programs are developed in line
with industry standards, such as the latest BCI Good Practice
Guidelines and ISO 22301, and are reviewed annually, including
by external organizations like the National Institute of Standards
and Technology (NIST).
Through our business continuity, incident, and IT disaster
recovery programs, we conduct annual business risk
assessments, including loss-control risk assessments and
financial impact assessments, across all locations where
employees are based. These assessments consider factors
suchas flooding and adverse weather zones, helping us identify,
prevent, and mitigate associated risks.
Our global incident management program complements
ourclimate-resilience approach by strengthening incident
preparedness and response. This multidisciplinary program
enhances our ability to manage incidents, including extreme
weather events, through regular updates to plans and
procedures, as well as ongoing training and awareness for
theIncident Management team.
Importantly, our activities follow our company-wide PEAR
(People, Environment, Assets, Reputation) approach, which helps
us holistically manage challenges during extreme weather events
while prioritizing employee well-being.
→ For related information, see Business interruption in Risk
management
Environmental disclosures continued
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Environmental disclosures continued
Targets related to climate change (E1-4)
To support our climate change policies and address the
impacton global warming, we have set GHG emission reduction
targets as well as operational targets to optimize our real
estateportfolio.
GHG emissions reduction targets
As shown in the column on the right, we have set near-term and
long-term science-based targets, approved by the Science-Based
Targets initiative (SBTi). These targets are in line with the COP21
Paris Agreement and the COP26 Glasgow Climate Pact pathway to
limit global warming to 1.5°C. We disclose our progress against
these targets on the following page.
Our scope 3 near- and long-term targets include scope 3.1
(purchased goods & services), scope 3.2 (capital goods), scope 3.4
(upstream transportation & distribution), scope 3.6 (business
travel), and scope 3.7 (employee commuting). Other scope 3
categories were excluded as screening indicated they are
individually immaterial, contributing to less than 5% of total
scope 3 emissions.
To reach net-zero, a limited amount of residual emissions
(maximum 10%) must be neutralized with high-quality carbon
removals. Wolters Kluwer is monitoring trends and best practices
for addressing remaining residual emissions and plan to adapt
those. We recognize that achieving our net-zero target is also
dependent on factors beyond our control, including
governmental policies, technological developments, and
dependency on suppliers.
The SBTi methodology was applied in determining our
targets,ensuring that our baseline value accurately reflects our
activities and external factors. The base year is not restated for
acquisitions and divestments occurring between 2020 to 2025, as
their net impact is deemed immaterial. This aligns with the SBTi
methodology, which specifies that recalibration is not required
where structural changes result in less than a 5% variation in
total base year emissions.
→ For methodologies and assumptions applied in the calculations of
GHG emissions, see Energy consumption and mix (E1-5) and Gross
GHG emissions (E1-6)
Percentage reduction in our office footprint
Since 2024, we have set an annual target to reduce our office
footprint, thereby decreasing our scope 1 and 2 emissions. This
target, managed by our Corporate Real Estate & Facilities team,
ispart of the non-financial performance measures for the
short-term incentive plan (STIP).
In 2025, we aimed for a 5-6% reduction in our office footprint and
successfully achieved an 8% reduction. The target and outcome
are on an underlying basis, excluding the impact of acquisitions
and divestitures. In 2026, the office footprint reduction target
remains part of the STIP non-financial performance measures.
→ For an overview of reduction in office footprint, see Climate
change company-specific metrics
→ For inclusion of this target in the STIP, see Key elements of our
remuneration policy in the Remuneration report
→ For an overview of our GHG emissions, see Gross GHG emissions
(E1-6)
Our SBTi-approved targets
Near-term 2030 emissions reduction targets
60% 30%
reduction in absolute
scope 1 and 2 GHG
emissions by 2030
from a 2019 base year
reduction in absolute
scope 3 GHG emissions
by 2030 from a 2019
base year
Long-term 2050 emissions reduction targets
90%
reduction in absolute scope
1, 2, and 3 GHG emissions
by 2050 from a2019 base
year, and reaching net-zero
by neutralizing residual
emissions
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Overview of performance against GHG emissions reduction targets
in tCO
2
e
2019
base year
2025
reported
2030
target year
2050
target year
Scope 1 Direct emissions 4,035 2,077
Scope 2
(market-based)
Emissions from purchased
energy 15,674 1,921
Scope 1 and 2
(market-based) 19,709 3,998 7,884 1,971
Scope 3.1 Purchased goods & services 216,409 205,029
Scope 3.2 Capital goods 3,635 2,015
Scope 3.4
Upstream transportation &
distribution 21,213 11,968
Scope 3.6 Business travel 25,798 14,175
Scope 3.7 Employee commuting 23,814 7,839
Total scope 3
1
290,869 241,026 203,608 29,087
1
This total scope 3 excludes scope 3.11, which is not part of our scope 3 emissions reduction target.
As of 2025, we have successfully reduced our scope 1 and 2 emissions by 80% since 2019, and
achieved a 17% reduction in scope 3 emissions over the same period. As a result of the substantial
reduction in scope 1 and 2 emissions, we have achieved our near-term target five years ahead
ofschedule.
Overall, our performance against our emissions reduction targets can be summarized as follows:
• We have achieved 100% of our scope 1 and 2 near-term target; and
• We have achieved 57% of our scope 3 near-term target.
The graphs on the right demonstrate that, assuming a linear emission reduction over the 31-year
period (2019-2050), we are on track to achieving our scope 1 and 2 targets, while our scope 3
emissions remain an ongoing focus area.
Emissions reductions across all scopes are attributable to the implementation of our
decarbonization measures. Reductions in scope 1 and 2 emissions are largely driven by our real
estate rationalization program, increased consumption of renewable energy, and due to the
purchase of RECs covering U.S. energy consumption which is reflected in our scope 2 market-based
emissions. Scope 3 emissions reductions also reflect the impact of our climate change mitigation
activities, reduced supplier spend, and temporary limitations on business travel during the
reporting year.
→ For a full explanation for changes to our GHG emissions, see Gross GHG emissions (E1-6)
→ For a description of decarbonization initiatives related to these targets, see Transition plan for climate
change mitigation (E1-1)
* Reaching net-zero refers to an absolute reduction of at least 90% of full value chain emissions and neutralizing
the remaining 10% of emissions by removing and storing carbon from the atmosphere.
Environmental disclosures continued
0
4000
8000
12000
16000
20000
80%
achieved reduction
between 2019
and 2025
Net-zero*
Amounts in tCO
2
e
Assuming linear reduction
60%
targeted reduction
from 2019, achieved
five years ahead of plan
90%
targeted reduction
from 2019
5,000
10,000
15,000
20,000
25,000
2050
Long-term
target
2030
Near-term
target
2025
Current year
2019
Base year
0
4000
8000
12000
16000
20000
Assuming linear reduction
Net-zero*
30%
targeted reduction
from 2019
90%
targeted reduction
from 2019
17%
achieved reduction
between 2019
and 2025
Amounts in tCO
2
e
Future linear movement towards targets
50,000
100,000
150,000
200,000
250,000
300,000
350,000
2050
Long-term
target
2030
Near-term
target
2025
Current year
2019
Base year
Progress against scope 3 targets
Progress against scope 1 and 2 targets
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Energy consumption and mix (E1-5)
Methodologies and assumptions
Energy consumption of our own operations relates to owned and leased offices. Energy
consumption was partly confirmed through meter readings, reports from energy providers,
orconfirmations from landlords.
Some offices are shared with other tenants. In cases where only the energy consumption of the
entire building was available, the energy consumption to our office space was allocated based
onour square meter share.
For energy consumption in 2025, 75% of energy consumption in MWh was confirmed.
Theremainder was estimated or extrapolated by any of the following methods:
• For some large-sized offices, only nine-month data was available. In those cases, data was
complemented with fourth-quarter data of the previous year. This estimation method only
applied to 2025 and 2024 data following an acceleration of data collection and related to 4%
ofenergy consumption in MWh;
• Medium- or smaller-sized offices for which only 9-month or 11-month data was available were
extrapolated to 12 months in a pro rata manner. This extrapolation method only applied to
2025 and 2024 data following an acceleration of data collection and related to 5% of energy
consumption in MWh;
• U.S. offices for which no energy data was available were extrapolated using the available
energy data of other U.S. offices in the same region as defined by the U.S. Environmental
Protection Agency (U.S. EPA). If no energy data was available in a U.S. region, the offices
inthatU.S. region were extrapolated using the available energy data of all U.S. offices.
Theseextrapolations were done based on relative square meters and related to 6%
ofenergyconsumption in MWh in 2025; or
• Offices in other countries for which no energy data was available were extrapolated using
theavailable energy data of other offices in the same country. If no energy data was available
in a country, the offices in that country were extrapolated using the available energy data of
allour offices globally. These extrapolations were based on relative square meters and related
to 10% of energy consumption in MWh in 2025.
Energy production primarily relate to solar panels on roofs of some offices and is only
considered in case actual data was available.
Energy consumption and production
in MWh, unless otherwise stated 2025
% of
total 2024
% of
total 2023
% of
total
Energy consumption
Consumption from fossil sources 15,778 45% 29,823 76% 33,695 78%
Consumption from nuclear sources 312 1% 1,660 4% 1,932 4%
Renewable energy consumption 18,625 54% 7,683 20% 7,772 18%
Total energy consumption 34,715 39,166 43,399
Renewable energy consumption
Consumption from purchased or acquired
renewable sources 18,625 7,675 7,755
Consumption of self-generated non-fuel
renewable energy – 8 17
Renewable energy consumption 18,625 7,683 7,772
Energy production
Total energy production – 8 17
In 2025, energy consumption decreased due to a reduction in square meters and energy-saving
measures taken at various offices. Renewable energy consumption increased in 2025 as we switched
six leased offices across the globe to renewable energy contracts. In addition, we purchased
Renewable Energy Certificates (RECs) to cover electricity consumption across all our U.S. offices,
effective for the full 2025 year.
We do not have own operations in high climate impact sectors.
Environmental disclosures continued
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Gross GHG emissions (E1-6)
Summary
Our gross scope 1, 2, and 3 greenhouse gas (GHG) emissions can be summarized as follows:
in tCO
2
e, unless otherwise stated YOY 2025 2024 2023
Scope 1 (A) Direct emissions (1)% 2,077 2,101 2,331
Scope 2 (market-based) Emissions from purchased energy (75)% 1,921 7,760 8,733
Sub-total scope 1 + 2 (market-based) (60)% 3,998 9,861 11,064
Scope 3.1 Purchased goods & services (3)% 205,029 211,031 222,184
Cloud computing and data center services (28)% 18,482 25,811 20,028
Scope 3.2 Capital goods 3% 2,015 1,955 2,414
Scope 3.4 Upstream transportation & distribution 1% 11,968 11,900 14,862
Scope 3.6 Business travel (57)% 14,175 32,593 24,621
Scope 3.7 Employee commuting (3)% 7,839 8,099 8,526
Scope 3.11 Use of sold products 13% 4,554 4,018 3,872
Sub-total scope 3 (B) (9)% 245,580 269,596 276,479
Total gross GHG emissions (market-based scope 2) (11)% 249,578 279,457 287,543
Scope 2 (location-based) (C) Emissions from purchased energy (15)% 8,484 10,179 11,326
Sub-total scope 1 + 2 (location-based) (A+C) (13)% 10,561 12,280 13,657
Total gross GHG emissions (location-based scope 2) (A+B+C) (9)% 256,141 281,876 290,136
In 2025, we observed a continued reduction in scope 1 and 2 (market-based) emissions of 60%, primarily driven by the successful
implementation of our office decarbonization program, including real estate rationalization. In addition, we purchased RECs covering
2025 electricity consumption across all U.S offices, which has resulted in a decrease in scope 2 market-based emissions.
Scope 3 emissions also declined over the reporting year, reflecting a reduction in supply chain-related emissions (scope 3.1, 3.2,
and3.4) resulting from a decrease in spend. In addition, as stipulated by the ESRS, we continue to disclose the GHG emissions from
purchased cloud computing and data center services as a subset of the overarching scope 3.1 category (purchased goods & services).
These emissions account for 9% of our total scope 3.1 emissions, making them material. While our overall spend with our major cloud
computing and data center providers has increased over the last year, emissions continue to decrease due to ongoing investments
bycloud providers to reduce carbon intensity. Moreover, emissions from business travel (scope 3.6) decreased significantly due to
temporary travel limitations set by management. Collectively, these changes resulted in a 9% year-on-year reduction in total scope 3
emissions in 2025, compared with a 2% year-on-year reduction in 2024. This is despite a slight increase in direct use-phase emissions
(scope 3.11), driven by growth in the number of users of our cloud software.
Overall, our gross GHG emissions decreased by 11% between 2024 and 2025. The year-on-year change in gross GHG emissions in 2025
was notably higher than in the prior year, when emissions decreased by only 3% between 2024 and 2023. The following pages provide
further details into our emission methodologies, assumptions, and explanations for the changes per scope.
→ For an overview of our decarbonization levers, see Transition plan for climate change mitigation (E1-1)
→ For an overview of our GHG emission reduction targets and progress, see Targets related to climate change (E1-4)
Environmental disclosures continued
Total GHG emissions for 2025
Scope 1:
1%
Scope 2 (market-based):
1%
Scope 3.1 – Purchased goods and services:
82%
Scope 3.2 – Capital goods:
1%
Scope 3.4 – Upstream transport and distribution:
5%
Scope 3.6 – Business travel:
5%
Scope 3.7 – Employee commuting:
3%
Scope 3.11 – Use of sold products:
2%
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None of our scope 1 GHG emissions are from regulated emission trading schemes.
Our scope 1 and 2 emissions and our significant scope 3 emission categories as listed on the
previous page fully relate to Wolters Kluwer N.V. and its subsidiaries. Scope 1 and2 emissions from
equity-accounted associates are excluded as these were negligible.
The following scope 3 categories were excluded from our emission reporting as a screening analysis
showed that these were individually insignificant and would have in aggregate contributed less
than 5% of our total scope 3 emissions:
• Scope 3.3 fuel and energy-related activities, considering energy consumption purchased
andconsumed in our own operations is limited to the owned and leased offices;
• Scope 3.5 waste generated in operations, considering that waste generated in our own operations
is limited to office waste;
• Scope 3.9 downstream transportation and distribution, considering that this is limited to
ourprinting activities and that transportation and distribution paid by us is reported under
scope 3.4;
• Scope 3.11 use of sold products (indirect use-emissions);
• Scope 3.12 end-of-life treatment of sold products, considering that this is limited to our printing
activities;
• Scope 3.13 downstream leased assets, considering subleased assets are negligible; and
• Scope 3.15 investments, considering that we have no material investments. Refer also to Note 20
– Investments in equity-accounted associates and Note 21 – Financial assets in the Consolidated
financial statements.
The following scope 3 categories are not applicable to us:
• Scope 3.8 upstream leased assets;
• Scope 3.10 processing of sold products; and
• Scope 3.14 franchises.
GHG emissions intensity
Our GHG emissions intensity is as follows:
2025 2024 2023
Total gross GHG emissions (market-based scope 2) in tCO
2
e 249,578 279,457 287,543
Total gross GHG emissions (location-based scope 2) in tCO
2
e 256,141 281,876 290,136
Revenues in millions of euros
1
6,125 5,916 5,584
GHG emission intensity (market-based scope 2) in tCO
2
e/revenues m€ 41 47 51
GHG emission intensity (location-based scope 2) in tCO
2
e/revenues m€ 42 48 52
1
See line item Revenues per Consolidated statement of profit or loss in the Financial statements.
Environmental disclosures continued
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Gross scope 1 and 2 GHG emissions
Methodologies and assumptions
Scope 1 and 2 emissions relate to our owned and leased offices and are calculated based on
energy consumption. For further details on energy consumption, see Energy consumption and
mix (E1-5).
For scope 1 emissions, the U.S. EPA Stationary Combustion conversion factors were used
toconvert natural gas from MWh into CO
2
e within the U.S., and the U.K. Department for
Environment, Food and Rural Affairs (Defra) conversion factors were used to convert natural
gasand heating oil consumption from MWh into CO
2
e outside the U.S.
For market-based scope 2 emissions, purchased and acquired electricity from fossil and nuclear
sources were converted from MWh into CO
2
e as follows:
• For offices in the U.S., market-based scope 2 emissions are deemed to be zero, with the
purchase of the Renewable Energy Certificates (RECs); and
• For offices in other countries, emission factors from IEA were used.
For market-based scope 2 emissions, purchased and acquired steam and heat were converted
from MWh into CO
2
e using U.K. Defra conversion factors.
For location-based scope 2 emissions, the above-mentioned factors were used to convert total
energy consumption from MWh into CO
2
e, except for offices in the U.S., where the EGRID
Subregion emission factors from U.S. EPA were used.
The most recent data available for the above-mentioned factors are used.
Scope 1 and 2 emissions
in tCO
2
e 2025 2024 2023
Scope 1 2,077 2,101 2,331
Scope 2 (market-based) 1,921 7,760 8,733
Total scope 1 + 2 (market-based) 3,998 9,861 11,064
Netherlands 83 348 474
Europe (excluding the Netherlands) 991 1,005 1,321
U.S. and Canada 1,339 6,310 7,254
Asia Pacific 1,570 2,173 1,987
Rest of World 15 25 28
Total scope 1 + 2 (market-based) 3,998 9,861 11,064
Scope 1 + 2 (location-based) 10,561 12,280 13,657
In 2025, scope 1 and 2 (market-based) emissions decreased due to a reduction in square
meters,energy-saving measures taken at various offices, and a higher percentage of renewable
energy consumption.
Environmental disclosures continued
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Gross scope 3.1, 3.2, and 3.4 GHG emissions
Methodologies and assumptions
Scope 3.1, 3.2, and 3.4 emissions (supplier emissions) all originate from our supply chain.
A major part of supplier emissions is calculated based on spend. Under this spend-based
method, suppliers were clustered into industry sectors. U.S. dollar-denominated spend was
converted into CO
2
e using the supply chain industry emission factors from U.S. EPA. In 2023,
U.S.EPA published its latest set of factors, which have a 2019 emission baseline on a 2021 U.S.
dollar spend. Subsequently, the U.S. EPA factors were adjusted for U.S. inflation for the years
thereafter. Spend denominated in euro or other currencies was converted into CO
2
e by the same
methodology, whereby industry emission factors were also adjusted for the change in the U.S.
dollar – local foreign currency rate. If it was unknown in which industry a supplier operated, the
associated spend was converted into CO
2
e by using the weighted-average industry emission
factors of the suppliers that were clustered into an industry sector.
A smaller part of supplier emissions is calculated using the supplier’s publicly available emission
data, e.g., through its annual report, its sustainability statements, or its CDP reporting. Under this
method, GHG emissions were calculated by dividing our spend by total revenues of the supplier,
as reported in the supplier’s consolidated financial statements, and then multiplied by the total
scope 1, scope 2, and upstream scope 3 emissions of the supplier. For some suppliers, we could
not conclude if the supplier reported its emissions in a complete manner and in accordance with
acceptable methodologies. For those suppliers, we applied the spend-based method as
described in the previous paragraph.
The remainder of supplier emissions is calculated using emission data as provided by suppliers
to us. For these suppliers, we confirmed that the emission data covered scope 1, scope 2, and
upstream scope 3 emissions in a complete manner with acceptable methodologies.
In case we act as an agent between suppliers and customers, associated supplier emissions are
included in our reporting. This spend predominately originates from governmental organizations
in the U.S. and is associated with the CT Corporation business of the Financial & Corporate
Compliance division.
Scope 3.2 emissions relate to the production of capital goods purchased by us. Scope 3.2
emissions were estimated based on the share of investments in property, plant, and equipment,
as reported in Note 18 – Property, plant, and equipment in the Consolidated financial statements,
to the total supplier spend. Using this methodology, all emissions from purchased capital goods
are reported in the year of purchase.
Scope 3.4 emissions originate from upstream transportation and distribution of products
purchased and include the spend on any mode of transport and the storage of these products.
We do not transport or distribute these products in vehicles or through facilities leased and
operated by us. The methodologies and assumptions for the calculation of scope 3.4 emissions
were similar as those of scope 3.1 emissions.
The vast majority (99%) of supplier emissions is based on spend. Spend-based calculations have
a high level of measurement uncertainty. We applied various assumptions in these calculations,
including how suppliers are allocated to industry sectors, the use of U.S. EPA industry emission
factors and the adjustments we applied to those, and the use of supplier’s publicly available
emission data. The estimate that is most sensitive in the measurement is the use of U.S. EPA
industry emission factors.
Scope 3.1, 3.2, and 3.4 emissions
in tCO
2
e, unless otherwise stated 2025 2024 2023
Scope 3.1 purchased goods & services 205,029 211,031 222,184
Scope 3.2 capital goods 2,015 1,955 2,414
Scope 3.4 upstream transportation & distribution 11,968 11,900 14,862
Total supplier emissions 219,012 224,886 239,460
Spend-based method – U.S. EPA industry factors (% of emissions) 91% 86% 89%
Spend-based method – external supplier emission data (% of emissions) 8% 10% 9%
Supplier-specific method – supplier confirmations (% of emissions) 1% 4% 2%
Spend in € millions 2,251 2,316 2,324
Of which we act as an agent between suppliers and customers:
in € millions 400 405 519
Supplier emissions slightly decreased in 2025, mainly due to a decrease in spend. In addition, the
decrease in scope 3.1 emissions reflects continued reductions in the carbon intensity of our major
cloud providers, leading to lower associated emissions despite higher spend. Other relevant factors
have remained relatively flat compared to 2024.
Environmental disclosures continued
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Gross scope 3.6 emissions
Methodologies and assumptions
Scope 3.6 emissions originate from business travel by employees, traveling by air or car.
Emissions from business travel arising from other means of transport, such as public transport,
are not material.
We opted to not report emissions associated with business travelers staying in hotels.
Business air travel is calculated using a distance-based method. Air travel is for the vast majority
based on data confirmed by travel agents, complemented with data obtained from travel
expense records. Air travel data includes the distance per flight segment, i.e., the distance of a
flight between two cities, and the cabin class per flight. Flight segment distances were clustered
into domestic (below 464 km), short-haul (464 km–3,700 km), and long-haul flights (above 3,700
km). Cabin classes were clustered into economy class, premium economy class, business class,
and first class. U.K. Department for Environment, Food and Rural Affairs (Defra) conversion
factors were applied to convert kilometers traveled into CO
2
e emissions.
Business car travel is calculated by applying an average-based method. Car travel is based on a
survey held under approximately 1,500 client-facing employees, predominantly sales staff. About
11% of these employees completed the survey and confirmed their estimated annual kilometers
travelled by car for business purposes and whether they travel with a fuel car, hybrid car, or an
electric car. The results of the survey were used to extrapolate for all client-facing employees,
done on a country-by-country basis. Defra conversion factors were applied to convert kilometers
traveled into CO
2
e emissions. Applying a survey as basis for calculations may result in a high
level of measurement uncertainty. However, this measurement uncertainty is considered not
material due to the appropriate response rate and the relative low share of car business travel
emissions compared to total scope 3 emissions.
Scope 3.6 emissions
in tCO
2
e, unless otherwise stated 2025 2024 2023
Business travel – air travel 12,637 31,055 23,368
Business travel – car travel 1,538 1,538 1,253
Total scope 3.6 emissions 14,175 32,593 24,621
Average full-time equivalents
1
21,050 21,167 20,810
Emissions per average full-time equivalents 0.7 1.5 1.2
1
See Note 12 – Employee benefit expenses in the Consolidated financial statements.
The decrease in business travel emissions in 2025 is driven by a company-wide decrease in
businesstravel by air during the 2025 financial year, following temporary travel limitations set by
management. In addition, a decrease in Defra conversion factors for air travel, for both short-haul
and long-haul flights, contributed to the overall reduction in scope 3.6 emissions.
Gross scope 3.7 emissions
Methodologies and assumptions
Scope 3.7 emissions originate from commuting by employees. We opted to not report emissions
associated with employees working remotely. We applied an average-based method for the
calculation of employee commuting emissions.
Employee commuting emissions are based on a survey sent to all employees. More than 27%
ofemployees completed the survey. The average commuting distance, the mode of transport,
and commuting frequency were the key questions in the survey. For the mode of transport,
employees indicated whether they travel with a fuel car, hybrid car, electric car, motor bike,
public transport, bike, or foot, or a combination of those. The results of the survey were used
toextrapolate for all employees, done on a country-by-country basis. Defra conversion factors
were applied to convert kilometers traveled into CO
2
e emissions. Applying a survey as basis for
calculations may result in a high level of measurement uncertainty. However, this measurement
uncertainty is considered not material due to the high response rate and the relative low share
of employee commuting emissions compared to total scope 3 emissions.
Scope 3.7 emissions
in tCO
2
e, unless otherwise stated 2025 2024 2023
Total scope 3.7 emissions 7,839 8,099 8,526
Average full-time equivalents
1
21,050 21,167 20,810
Emissions per average full-time equivalents 0.4 0.4 0.4
1
See Note 12 – Employee benefit expenses in the Consolidated financial statements.
The decrease in emissions related to employee commuting in 2025 reflects the continued
implementation of our flex work policy, causing a marginal reduction in total kilometers travelled. In
addition, updates to the applied Defra conversion factors in 2025 contributed to reduced emissions.
Environmental disclosures continued
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Gross scope 3.11 emissions
Methodologies and assumptions
Scope 3.11 emissions originate from customers using our digital information or software
products. Customers using our cloud-based software generate direct use-phase emissions.
Customers usingour on-premise software generate indirect use-phase emissions, which we
reported on avoluntary basis in the past. Following a quantitative assessment in 2024, we
concluded that theindirect use-phase emissions are not significant relative to our total scope 3
emissions. Therefore, as from 2024, scope 3.11 indirect use-phase emissions are excluded from
our GHGemissions reporting.
Customer emissions originate from the energy consumption of customers’ devices when using
our cloud software. The average number of users in the year and estimated average number
oflogin hours per user, were determined to calculate the total login time in hours. For some
products, total login time in hours was based on the total number of login moments and the
average time per login moment. Total login time in hours was extrapolated for products not
inscope of the data collection based on digital revenues at business unit level. In 2025,
approximately 10% of emissions were extrapolated. Total login time in hours was converted
intoCO
2
e emissions by:
• Estimating the relative share of our software to the average CPU usage of a device, based
onexternal source information. We applied this estimate to all our products;
• Estimating the average watt per hour of a customer’s device based on external source
information, whereby we assumed that our customers on average use a standard business
laptop; and
• Using IEA emission factors to convert MWh into CO
2
e emissions, whereby we assumed that
approximately 60% of our customers are based in North America, 30% in Europe, and 10%
inAsia Pacific following the revenues generated by region as reported in the consolidated
financial statements.
As indicated above, there are numerous estimates applied in the calculation of customer
emissions. As such, we observe a high level of measurement uncertainty. The estimates
thataremost sensitive in the measurement are the average number of login hours per user
andtherelative share of our software to the average CPU usage of a device.
Scope 3.11 emissions
in tCO
2
e, unless otherwise stated 2025 2024 2023
Total scope 3.11 emissions (Direct use-phase emissions) 4,554 4,018 3,872
Direct use-phase emissions increased in 2025 due to an increase in the number of users of our
cloud software, which is in line with increased cloud software revenues in the group.
Climate change company-specific metrics
Real estate rationalization
For several years, we have been executing a real estate rationalization program, which has already
delivered significant reductions in our office footprint through office closures and consolidations.
This program achieved an 8% organic reduction in square meters in 2025.
2025 2024 2023
Real estate rationalization, % organic reduction
1
in m
2
8% 9% 5%
1
The organic reduction in m² excludes the effect of acquisitions and divestments.
Environmental disclosures continued
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Social
disclosures
In this section, we provide disclosures on our material
impacts andopportunities relating to our own workforce,
in accordance with ESRS S1.
Own workforce (ESRS S1)
Diversity, equity, inclusion, and belonging
Equal opportunities foster engagement and belonging for employees, which strengthen the company.
Type of material IRO
Actual positive impact and
opportunity
Policies
• Code of Business Ethics
• Human Rights Policy
• SpeakUp Policy
• Diversity, Equity, Inclusion, and
Belonging Policy
Actions
• Global Career Framework
• Inclusive leadership training
• Accessibility resource site
• Global employee recognition
platform
• Global Inclusion Networks
• Annual pay equity study
Targets
• Improve belonging score YoY
• ≥33% gender balance on
Supervisory Board and Executive
Board
• Maintain 33% female
representation in the executive
career band
Training and skills development
Capacity building supports employees’ growth and well‑being, while a high‑performing workforce strengthens the company.
Type of material IRO
Actual positive impact and
opportunity
Policies
• Code of Business Ethics
• Human Rights Policy
• SpeakUp Policy
• Diversity, Equity, Inclusion, and
Belonging Policy
Actions
• Performance and career
development processes
• Global learning platform with
training content
• Leadership development
programs and succession
planning
• Circle Mentoring Program
Targets
• None
Work-life balance
Well‑being measures and employee benefits support work‑life balance, while an engaged workforce strengthens the company.
Type of material IRO
Actual positive impact and
opportunity
Policies
• Code of Business Ethics
• Human Rights Policy
• SpeakUp Policy
• Diversity, Equity, Inclusion, and
Belonging Policy
Actions
• Global employee well‑being
initiatives
• Employee Assistance Program
offering broad support
• Inclusive benefits portfolio
• Flexible work arrangements
• Volunteer time‑off
Targets
• None
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Social disclosures continued
Material impacts and opportunities and their
interaction with strategy and business model (SBM-3)
Attracting, developing, and retaining a highly skilled and
engagedworkforce is essential to delivering our strategy.
Adiverse and motivated workforce drives innovation, better
decisions, and stronger performance, which creates value for
allour stakeholders. At Wolters Kluwer, we foster a culture
ofinclusion and belonging, which ensures all employees are
heard and respected for their contributions and helps maintain
arewarding work environment. We believe that a balanced
work‑life environment is essential for the well‑being of our
employees. By providing our employees with an inclusive and
engaging work environment, training and skills development
opportunities, well‑being resources and benefits, and flexibility
in how they work, we positively impact their personal and
professional lives.
Our workforce is comprised of employees and non‑employees.
Non‑employees are individual contractors and people provided
by suppliers primarily engaged in employment activities. All
individuals in our workforce could be affected by the material
impacts and opportunities described in this section, unless
otherwise indicated. Certain policies, actions, metrics, and
targets only apply to employees. When we refer to both
employees and non‑employees, we use the term ‘workforce’.
Wolters Kluwer does not have operations that are at risk of
incidents of forced, compulsory, or child labor.
Policies related to own workforce (S1-1)
We have several policies in place that manage material
sustainability matters related to our workforce. Our Code of
Business Ethics (Code) sets forth the ethical standards that
guideour decisions and actions. The Code covers various
policies, some of which are further detailed in standalone
policies, processes, or programs.
Our Code includes policies on equal opportunity and non‑
discrimination and harassment, stating that we foster an
inclusive company culture where individuals are treated with
dignity. We endeavour to make employment decisions based on
merit and not on factors such as race, creed, color, religion, sex,
age, national origin, sexual orientation, gender identity, ethnicity,
genetics, disability, handicap, veteran status, or any other status
protected by law or regulation. This includes equal treatment in
recruitment, hiring, training, compensation, promotion,
performance assessment, and disciplinary action. This policy
isfurther detailed in our Diversity, Equity, Inclusion, and
Belonging Policy and Human Rights Policy. While not explicitly
mentioned in our Code, our equal opportunity policies extend
topolitical opinion, national extraction, and social origin. We
carefully monitor that our subsidiaries act in accordance with
allapplicable local laws and regulations, as may apply to them
atany point in time.
Our SpeakUp Policy enables our workforce to raise concerns
about suspected misconduct or violations of our Code, any other
company policies, or any applicable laws.
All above mentioned policies are approved and adopted by the
Executive Board and are reviewed annually. We make them
available to our workforce in various languages through a
dedicated intranet page, as well as through the company’s
website. Additionally, we inform our workforce of these policies
through regular training and communication initiatives.
We support human rights as outlined in the Universal Declaration
of Human Rights, the core standards of the International Labor
Organization, the United Nations Guiding Principles on Business
and Human Rights, and the OECD Guidelines for Multinational
Enterprises. We strive to prevent any infringement of human
rights in our operations. As a signatory of the United Nations
Global Compact and the United Nations Women Empowerment
Principles, we align our commitments accordingly.
Our human rights policy commitments are aligned with these
frameworks and are included in our Code of Business Ethics
andHuman Rights Policy. Our Human Rights Policy addresses
ourcommitment to taking steps preventing modern slavery
orhuman trafficking in our supply chain or in any part of
ourbusiness.
Processes for engaging with own workforce and
workers’ representatives about impacts (S1-2)
We have several mechanisms in place to engage with our
workforce. Once a year, all our employees are invited to
participate in the Engagement & Belonging survey, which is
ourprimary formal feedback mechanism to gauge employee
sentiment in areas such as opportunities for growth and
development, degree of management support, and sense of
engagement and belonging. In 2025, we improved the survey
analytics to deepen our insights on feedback from employees.
Based on the survey responses, we identify improvement areas
and implement action plans.
→ For more information on these actions, see Actions related to own
workforce (S1-4)
We also use targeted surveys during onboarding to understand
new hires’ early experiences, and at exit to gather feedback from
departing employees. These surveys help us capture insights
relevant to each stage of the employment cycle.
In addition, we use various other channels to gather real‑time
feedback and address emerging concerns from our workforce,
such as individual manager check‑ins and team meetings, as
wellas ad hoc methods such as focus groups, polls, and pulse
surveys. For large‑scale all‑employee communication, we hold
bi‑annual all‑employee townhalls, and quarterly townhalls for
employees in specific business lines and functions. We also
utilize intranet and internal messaging platforms to facilitate
communication and support.
In addition to the direct engagement with our employees, we
regularly engage with the European Work Council (EWC) on
strategic and organizational matters. The EWC provides a
structured forum for dialogue between the company and
employee representatives across different European countries.
This ensures that the employees’ perspectives are taken into
account in plans, initiatives, and decisions that impact
employees in multiple countries.
Examples of topics related to material sustainability matters
discussed with the EWC in 2025 include: results of the Engagement
& Belonging survey, initiatives to improve employee engagement
and career opportunities, implementation of the ‘Work from
Anywhere’ program, review of existing flexible work arrangements,
pay transparency and fair compensation, SpeakUp channels and
procedures, and office‑related sustainability initiatives, such as
workplace optimization and environmental considerations.
We further maintain regular interactions with local work councils
in the European countries where such representative bodies
areestablished, in line with local laws. A dedicated HR team
collaborates with European local work councils to ensure ongoing
communication and compliance.
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Our global Talent Management team, in partnership with our
HRbusiness partners, focuses on attracting, developing, and
retaining a global workforce. Our Chief Human Resources Officer
has ultimate responsibility for engagement with our workforce.
→ For more information about the engagement with our
workforceand the outcomes thereof, see Interests and views
ofstakeholders (SBM-2)
Actions related to own workforce (S1-4)
Diversity, equity, inclusion, and belonging
We foster a culture where everyone feels they belong and each
person can contribute to our collective success. ‘Belonging’ is
defined as the extent to which employees believe they can bring
their authentic selves to work and be accepted for who they
are.This is crucial, as it reflects the overall inclusiveness and
acceptance within our workplace and is directly linked to higher
employee engagement, better performance, and positive
business outcomes.
A dedicated team of specialists in compensation, benefits,
well‑being, and recognition, centrally coordinates the
implementation of engagement and belonging initiatives across
our HR processes. In 2025, we have united employee engagement
and belonging under a single organizational structure, including
a new leadership role dedicated exclusively to further advancing
our workforce’s engagement and belonging globally, ensuring
alignment with enterprise‑wide priorities.
We have several ongoing initiatives in place to hire, promote, and
retain our workforce. Our Global Career Framework provides
clarity and consistency in jobs and opportunities by defining
roles and responsibilities across the organization. This framework
includes base pay structures to support pay equity and is reviewed
annually for continuous improvements based on market input.
We leverage job postings to attract a wide range of qualified
candidates creating broad talent pools for open positions. We
ensure that job postings are free from biased language and are
designed to appeal to a broad range of candidates globally.
As part of our learning offerings, we provide inclusive leadership
training to all employees. This interactive learning journey
provides our employees tools for inclusive behaviors, mitigating
bias, and allyship.
New hires receive this training as part of their onboarding. In
2025,91% of new hires completed the Inclusive Leadership training
program.
Our global accessibility resource site provides tools to help
employees better navigate our technologies, create inclusive
content for all, and enhance colleague collaboration.
In 2025, we launched ‘Impact’, our new global employee
recognition program, designed to celebrate colleagues who live
our values and ensure every recognition contributes to a shared
sense of community and purpose. Within the first month of its
launch, over 40% of our employees engaged in the program.
Our three employee‑led Global Inclusion Networks – Pride,
Women’s, and Multicultural – continue to advance inclusion and
cultural awareness. In 2025, we established a cross‑network
leadership team dedicated to aligning priorities between these
networks and divisional inclusion groups. This new structure
enhances the collective impact of these networks across the
company. Furthermore, we implemented tracking mechanisms
fornetwork membership, enabling us to accurately measure
participation, assess network impact, and identify trends for future
planning and growth.
Building upon last year’s partnership with the non‑profit
foundation dedicated to LGBTQ+ workplace inclusion, we
participated for the first time in their benchmark survey to
measure progress and identify opportunities for improvement.
Additionally, we rolled out a name pronunciation feature in our
global human resources management platform allowing colleagues
torecord their names, fostering belonging and connection.
Equal pay for equal work
We are committed to increasing transparency and understanding
of our career and pay practices to promote fairness and
opportunities for growth.
The global pay equity work is managed by a cross‑functional
team of HR specialists from compensation, analytics, payroll, and
benefits, in partnership with HR leadership and external experts.
This collaborative effort supports fairness and consistency in our
compensation practices.
Social disclosures continued
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In 2024, we partnered with external experts to conduct a global
pay study to analyze pay equity across the organization. This
comprehensive study covered all employees worldwide and
focused on all parts of an employee’s pay package, including all
fixed and variable components plus other benefits which are in
cash and in kind. This data‑driven approach helps us in
identifying and addressing any gender pay gaps and promoting
fairness for employees. Based on this first global pay study, we
determined that we had an adjusted gender pay gap of 3.1%.
Targeted market adjustments were implemented in 2025,
resulting in a decrease of the adjusted gender pay gap to 1.8%.
These adjustments were supported by communications and
mandatory training for managers of impacted employees to
ensure they could effectively explain changes.
Our commitment to achieving and maintaining pay equity is
formalized within a multi‑year plan as a continuous journey
integrated into our core business and compensation practices.
We monitor pay equity annually through a global pay study and
incorporate findings directly into our year‑end compensation
review process – a holistic, structured review conducted by HR,
managers, and leaders to evaluate and confirm compensation
decisions such as merit increases, market adjustments, and
bonus targets. This process ensures decisions align with
performance, skills, experience, salary ranges, and compliance
requirements, including collective labor agreements.
As part of our long‑term commitment, we will continue to analyze
insights from these reviews to maintain equitable pay practices
and implement appropriate actions, where needed.
The pursuit of pay equity is part of a broader journey to maintain
an inclusive talent pipeline. To support this goal, we will advance
pay transparency initiatives, strengthen career development
programs, review policies and practices as appropriate, and
maintain strong female representation in executive,
management, and technology roles.
Work-life balance
Our global well‑being initiatives are designed to help our
workforce thrive – personally and professionally – through a
holistic framework. We focus on four interconnected pillars of
wellbeing: emotional, physical, social, and financial. These pillars
create a foundation that supports balance, resilience, and growth,
empowering our workforce to bring their best to work and life.
Our well‑being efforts are managed by a global team of benefits
and well‑being experts within our HR organization. This team
draws on industry best practices and continually reviews our
resources and content to ensure our programs meet the diverse
needs of our employees and their families. A dedicated well‑
being manager supports the creation and implementation of the
initiatives and aligns with a network of more than 130 well‑being
champions, who drive well‑being initiatives at the local level.
In 2025, we brought well‑being to life through a variety of
activities for our workforce across the globe. Some of the
highlights include our annual Global Well‑being Day, designed
topromote healthy connections and enhance mental health, and
the ‘Let’s Move Around the World Challenge’, where employees
log their physical activity to unlock company donations to the
Red Cross and the Princess Maxima Center.
We also hosted webinars focusing on managing stress, coping
with anxiety, and supporting loved ones through difficult times.
These sessions help raise awareness and provide practical tools
and insights to strengthen mental health and build resilience.
Finally, to deepen our social and family connections, we
introduced our first global ‘Take Your Child to Work Day’. In
collaboration with the Women’s Network, this event was hosted
across multiple offices across the globe, strengthening inclusion
and family bonds of our workforce.
In addition to the above initiatives, we have ongoing actions
tosupport the work‑life balance of our employees, including
well‑being tools and resources, benefits, and flexible work
arrangements.
Well-being tools and resources
The global Employee Assistance Program (EAP) offers confidential
support for a wide range of personal and professional topics. In
2025, new features were added to further enable personalized
support and easy access to third‑party experts. Examples of other
well‑being tools to support our employees’ health and resilience
include an application to enhance personal resilience strategies for
stress and success and a financial wellness check‑up, designed to
help colleagues take control of their financial health.
Work-life balance benefits for our employees
Our inclusive benefits portfolio includes comprehensive paid
time‑off packages that support the evolving needs of families
and caregivers. Our portfolio consists of parental leave policies
(covering maternity leave, paternity leave, and adoption leave for
either adoption parent), and carergivers’ leave to care for an ill or
elder family member. We also offer additional benefits in several
regions, such as adoption assistance, insurance coverage for
fertility services, childcare support, and menopause‑related
support. In addition, we foster dialogue and education through
initiatives like mentoring circles, providing a space for colleagues
to share experiences and resources.
Flexible work arrangements
Our flexible work arrangements include flexible work hours and
options to partly work from home, that help employees balance
their professional and personal commitments. In 2025, we
introduced our global ‘Work From Anywhere’ program, allowing
employees to combine personal travel with work by allowing a
set number of working days per year to be performed outside of
their home location, in compliance with applicable regulations.
Furthermore, we encourage giving back through our volunteer
time‑off day enabling employees to dedicate time to meaningful
community service.
We regularly assess and evolve our well‑being and benefits
offerings, benchmarking against best market practices and
considering the evolving needs of our global workforce.
Training and skills development
We facilitate continuous professional growth by helping
employees expand their skills and experience through training,
regular performance discussions, annual reviews, and career
development opportunities.
The global Learning and Development team within our HR
organization manages training and development initiatives
across the company. At the divisional level, our talent partners
drive upskilling through targeted campaigns and tailored
learning recommendations, aligned with the business’s specific
learning needs.
In 2025, we continued our journey toward becoming a skills‑
powered organization, ensuring that skills are a key driver of our
talent management strategy. We launched a pilot on core skill
building, laying the foundation for a broader enterprise roll‑out by
roles and functions. In parallel, we are leveraging new AI capabilities
to enable learning through role play and coaching and to make
personalized skills‑based learning accessible to every employee.
Social disclosures continued
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Caregivers
Support for caregivers
Circle
Mentoring
Program
Multicultural Voices
Strengthen culture & equity
VetConnect
Veteran community
Work-Life Balance
Improve work‑life balance
Modern Families
Support for all family types
Career Growth
Guidance for career development
Allies in Technology
Tech networking & growth
Allies in Product Management
Product management networking
Book Discussion Group
Career‑focused reading
learning, and formal training. Our global learning platform
supports this by enabling the creation, deployment, and
trackingof mandatory and optional training for our employees.
Italso integrates external content, giving employees access
toself‑paced, high‑quality learning. For example, our learning
catalogue provides more than 16,000 courses in multiple
languages across business, technology, and creative topics,
ensuring relevant development opportunities for everyone.
We also rolled out a new AI native micro‑learning application
integrated within our employees’ daily workflow, making learning
more accessible and convenient. Through this application,
allemployees were invited to complete Generative Artificial
Intelligence (GenAI) Foundations training. With GenAI poised to
transform the way we work, this training equips employees with
the skills and confidence to stay ahead while promoting
responsible use of GenAI tools. At the end of 2025, 91% of
employees have completed the GenAI Foundations training.
Social disclosures continued
Additionally, we offer a variety of trainings to teach and promote
use of the workplace technology tools available for personal
efficiency and effectiveness. We also leveraged the suite of
AI‑focused courses in our learning catalogue, ensuring
employees have access to cutting‑edge skills development
opportunities.
In 2025, we introduced the ‘Circle Mentoring Program’ in
partnership with our global inclusion employee networks.
Thisinitiative moves beyond traditional one‑on‑one mentoring
models, leveraging small, diverse group cohorts to drive scalable
peer support, shared learning, and cross‑functional connectivity
across the organization. The program’s design, based on guided
conversations and collective problem‑solving, is intended to
build inclusive development pathways, accelerate internal
networking, and strengthen the skills and confidence of
participants at all professional levels. We currently have nine
active circles engaging over 800 employees globally.
Performance and career development
Our company follows an annual performance management cycle
where managers and employees collaborate in setting clear
performance and development goals. Throughout the year, they
have regular check‑ins to track progress, provide feedback, and
adjust goals as needed. At the end of the cycle, the annual
reviewenables our employees to assess progress, document
achievements, and identify opportunities for improvement.
Development goals help employees build new skills that support
their performance objectives and prepare them for future career
opportunities.
We encourage our employees to participate in the career
development process. Employees are annually prompted to
update their talent profile to enable career and development
discussions with their manager. Managers are provided with
clearguidelines and resources around supporting the career
development of their team members.
Other elements of the career development process include
leveraging our career planning tools and a leadership
competency assessment. Employees can also request feedback
from anyone across the company at any time via our global
human resources management platform, which helps to broaden
perspectives and support a more holistic view of performance.
Career and skills development resources are available to all
employees through our dedicated internal platform, #Grow.
Theplatform also features refreshed leadership development
offerings to meet evolving learning needs. In 2025, #Grow was
enhanced with a dedicated section for language learning through
GoFluent, an online platform offering free language proficiency
courses for employees and their families. At the end of 2025, 30%
of employees have made use of this resource.
In 2025, we continued refining our succession planning
processparticularly at the executive level, with greater emphasis
on forward‑looking leadership requirements and prioritizing
roles that have the greatest impact on business value. This
commitment ensures we leverage internal talent, develop tailored
growth plans, and proactively meet future leadership needs.
Training and learning
We use the 70:20:10 learning framework to drive continuous
development, balancing on‑the‑job experience, informal
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Leadership development
We are committed to continuously strengthening leadership
across the organization. Our leadership development programs
equip people managers with the skills and tools to lead
effectively and drive business success. The programs focus
onbuilding core manager capabilities and enhancing
leadershipbehaviors.
To measure impact, participants provide feedback before and
after each leadership development program, and we also gather
feedback from the direct reports of participants, to capture
meaningful insights and outcomes about the application of the
learning. Participation and completion rates remain consistently
high, reflecting strong engagement. In 2025, we introduced
enhancements designed to reinforce continuous learning beyond
the completion of a program, providing ongoing resources and
support to help leaders apply new skills and sustain growth.
Targets related to own workforce (S1-5)
To attract, develop, and retain a highly skilled and engaged
workforce, we evaluated our organization against market
benchmarks and have set the following targets.
Improvement to our belonging score
We aim to continuously enhance our employees’ sense of
belonging. Our target is to improve our belonging score year‑
over‑year, typically by one point. The belonging score baseline
(72) was established in July 2021. We aspire to reach the top
25%of the global benchmark for belonging, as determined by
Microsoft Glint’s analysis. Belonging score was maintained in
2025. Progress on the score is reviewed with our Executive Board
and Supervisory Board. Employees informed the goal setting and
action plan through their feedback in the survey. They are kept
informed of the annual Engagement & Belonging survey results
and related improvement areas, which are shared with
leadership and cascaded to our employees.
We focus on continuous improvement and the attention of
ourleadership to fostering an inclusive and engaging work
environment. The target is included in the non‑financial
performance measures for the 2024, 2025, and 2026 short‑term
incentive plans.
→ For more information, see Other own workforce company-specific
metrics
Male/female representation in our Supervisory Board and
Executive Board
Dutch law requires at least one‑third male and female
representation in the Supervisory Board and a target for the
male/female representation in the Executive Board. Our ongoing
target is to have at least 33% male and female representation on
our Supervisory and Executive Boards, and we have achieved
these targets. Efforts to maintain this target are monitored and
reviewed by senior leaders.
→ For more information, see Diversity in Corporate governance
Male/female representation in executive career band
Dutch law requires establishing a target for the male/female
ratio for categories of employees in management positions.
AtWolters Kluwer, employees in management positions are
considered to be those in the executive career band. In 2023,
weset a target to achieve 33% female representation in our
executive career band by 2028, starting from a baseline of 31%
in2022. In 2025, this target was exceeded ahead of schedule.
Our goal is to maintain at least 33% female representation
goingforward, with progress monitored by HR and executive
leadership. Data is measured by our workforce intelligence team
and reported through monthly dashboards. While this target
aligns with the legal requirements in the Netherlands for setting
targets for management positions, we carefully monitor to
ensure that our subsidiaries comply with all applicable local
lawsand regulations that may apply to them at any given time.
→ For more information, see Diversity in Corporate governance
We support our employees in
developing future-ready skills, so
they can work more efficient, think
differently, and use advanced tools
to drive strong performance and
sustainable growth.
Social disclosures continued
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Characteristics of our employees (S1-6)
Methodologies and assumptions
Unless otherwise stated, all numbers are reported based on headcount at December 31.
Headcount data is sourced from our global human resources management platform. The split
bycountry and region is based on the legal entity the employee is contracted with. A negligible
number of employees work in a different country than the country where the legal entity isbased.
Headcount by gender is based on the gender indicated by employees in our global human
resources management platform. As from 2025, employees are able to specify a gender other
than male or female. Employees who did not select a gender or did not want to disclose their
gender are reported under ‘not disclosed’.
Headcount by contract term is based on data from our global human resources management
platform. The split between permanent and temporary employees is only reported as from 2024,
hence no comparative figures for the 2023 year are included.
Divested operations are excluded from the employee turnover calculation. Employee turnover is
split into voluntary turnover and non‑voluntary turnover. Voluntary turnover includes employees
who initiated the contract termination or employees who retired. Non‑voluntary turnover
includes employees who were dismissed or passed away. The denominator of the employee
turnover calculation is based on a 12‑month average headcount.
Race/ethnicity of U.S. employees, which is a company‑specific metric, is based on what
employees indicated in our global human resources management platform. Races/ethnicities
mirror those used for required federal reporting in the U.S. and therefore only U.S. employees
are included in this metric. The category ‘other races/ethnicities’ include employees who
identified as being of two or more races, Native American, Alaska Native, Native Hawaiian, or
Other Pacific Islander. Employees who did not know their race/ethnicity or did not select a race/
ethnicity are reported under ‘unknown or not disclosed’.
We did not apply estimates in the reporting of the characteristics of our employees.
Headcount by gender
2025
% of
total 2024
% of
total 2023
% of
total
Female 9,695 46% 9,831 46% 9,812 46%
Male 11,294 54% 11,558 53% 11,438 53%
Other
1
7 0% – – – –
Not disclosed 70 0% 246 1% 188 1%
Total headcount at December 31
2
21,066 21,635 21,438
1
Employees were not able to specify a gender other than male or female in our global human resources
management system, before 2025. Hence, no comparative values are disclosed.
2
See Note 12 – Employee benefit expenses in the Consolidated financial statements.
Headcount by country and region
2025
% of
total 2024
% of
total 2023
% of
total
U.S. 8,498 40% 8,588 40% 8,707 40%
India 3,593 17% 3,527 16% 3,358 16%
Other countries 8,975 43% 9,520 44% 9,373 44%
Total headcount at December 31 21,066 21,635 21,438
The Netherlands 1,146 5% 1,180 5% 1,176 5%
Europe (excluding the Netherlands) 6,476 31% 6,934 32% 6,824 32%
U.S. and Canada 8,877 42% 8,979 42% 9,067 43%
Asia Pacific 4,466 21% 4,455 21% 4,295 20%
Rest of the world 101 1% 87 0% 76 0%
Total headcount at December 31 21,066 21,635 21,438
The U.S. and India are the only two countries representing at least 10% of our total number
ofemployees in all three years disclosed.
Headcount by contract term
Total 2025 Female Male Other
Not
disclosed
Permanent employees 18,877 8,296 10,514 4 63
Temporary employees 320 181 139 – –
Non‑guaranteed hours employees 1,869 1,218 641 3 7
Total headcount at December 31, 2025 21,066 9,695 11,294 7 70
Total 2024 Female Male Other
Not
disclosed
Permanent employees 19,531 8,500 10,815 – 216
Temporary employees 294 148 122 – 24
Non‑guaranteed hours employees 1,810 1,183 621 – 6
Total headcount at December 31, 2024 21,635 9,831 11,558 0 246
Permanent employees are employees with an open‑ended employment relationship with
Wolters Kluwer, while temporary employees have an employment agreement with an end date
thatis known upfront.
Non‑guaranteed hours employees are individuals whose employment contracts do not provide a
guaranteed minimum or fixed number of working hours. These employees are almost all employed
in the U.S. and predominately work in customer service, fulfillment, and inside sales job functions.
On average, these employees were scheduled to work 37 hours per week in 2025, assuming 48
working weeks.
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Characteristics of our employees (S1-6) continued
Employee turnover
2025 2024 2023
Employees who left the company in the year
(excludingdivestedoperations) 2,253 2,043 2,071
% of total employee turnover 10.5% 9.5% 9.8%
Of which:
% of voluntary employee turnover 6.8% 6.6% 7.3%
% of non‑voluntary employee turnover 3.7% 2.9% 2.5%
Race/ethnicity of U.S. employees
2025
% of
total 2024
% of
total 2023
% of
total
Asian 1,118 13% 1,149 14% 1,114 13%
Black or African American 605 7% 631 7% 628 7%
Hispanic or Latino 574 7% 552 6% 551 6%
White 5,599 66% 5,761 67% 5,852 68%
Other races/ethnicities 194 2% 178 2% 188 2%
Unknown or not disclosed 408 5% 317 4% 374 4%
Total U.S. headcount at December 31 8,498 8,588 8,707
Characteristics of non-employees in our own workforce (S1-7)
Non‑employees are individual contractors and people provided by suppliers primarily engaged in
employment activities.
At present, we are finalizing the implementation of a global system to collect and monitor the
characteristics of non‑employees in our own workforce. This system will enable us to report
characteristics of non‑employees in our workforce as of 2026. Wemake use of the phase‑in option
for the reporting of this disclosure and plan to start reporting the global number of non‑employees
in the next annual report.
Diversity metrics (S1-9)
Methodologies and assumptions
Unless otherwise stated, all numbers are reported based on headcount at December 31. The split
of headcount by employee category and gender and the split of headcount by age group is based
on data from our global human resources management platform.
‘Executives’ include employees who are in the executive career band, meaning that they have a
role with executive managerial responsibilities. In this context, executives exclude the Executive
Board. ‘Managers’ are defined as employees having one or more direct reports, excluding the
Executive Board and the executives.
Headcount by employee category and gender
2025 2024 2023
Supervisory Board by gender¹
Female 5 4 4
Male 4 3 2
Executive Board by gender
Female 2 1 1
Male 1 1 1
Executives by gender
Female 103 102 95
Male 198 200 206
Other – – –
Not disclosed 1 – –
Gender ratio, % female
Supervisory Board¹ 56% 57% 67%
Total headcount 46% 46% 46%
Of which:
Executive Board 67% 50% 50%
Executives 34% 34% 32%
Managers 41% 40% 41%
Other employees 47% 46% 47%
1
Supervisory Board members are not employees of the company.
Social disclosures continued
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Diversity metrics (S1-9) continued
Headcount by age group
2025 % of total 2024 % of total 2023 % of total
Under 30 years old 2,509 12% 2,897 14% 3,071 14%
30‑50 years old 12,155 58% 12,410 57% 12,754 60%
Over 50 years old 6,402 30% 6,328 29% 5,613 26%
Total headcount at December 31 21,066 21,635 21,438
Persons with disabilities (S1-12)
Methodologies and assumptions
The disability percentage is derived from U.S. employees that indicated in our global human
resources management platform that they have a disability. We have made use of the phase‑in
option for this metric, in order to provide more time to enhance and refine our data collection
procedures for non‑U.S. employees.
Persons with disabilities in the U.S.
2025 2024
1
2023
% of U.S. employees with disabilities 12% 9% 2%
1
In 2024, there is an increase in the % of employees with disabilities due to the implementation of an enhanced
reporting process.
Training and skills development metrics (S1-13)
Methodologies and assumptions
All employees are invited to participate in a global performance management process. The
performance review is annual and applies to all active employees except for those who were
hired in Q4 (including through acquisitions), employees on long‑term leave, employees for which
the contract termination was communicated prior to December 31, and interns. While these
exempted employees did not take part in the performance review process, they are included in
the denominator for the calculation of the participation rates.
Training activity and time spent are captured in the global human resources management
system. The number of training hours represents the total amount of training completed by
employees across all available training content in the learning platform. In 2025, a new external
training feature was added to our human resources management system. This allows employees
to record their external training activities – such as self‑study or courses outside the learning
platform – in that system. External training hours recorded by employees are included in the
‘training hours’ metric as of 2025. Mandatory compliance training such as the Annual Compliance
Training is excluded from the metric.
Executives include employees who are in the executive career band, meaning that they have a
role with executive managerial responsibilities. In this context, executives exclude the Executive
Board. Managers are defined as employees having one or more direct reports, excluding the
Executive Board and the executives.
Performance review
2025 2024 2023
% of employees participated in performance and career development reviews 96% 96% 97%
Participation percentage by gender
Female 95% 96% 97%
Male 96% 97% 96%
Other 86% – –
Not disclosed 93% 62% 86%
Participation percentage by employee category
Executives 93% 98% 99%
Managers 98% 98% 99%
Other employees 95% 96% 96%
Employees who are hired in the fourth quarter are excluded from performance review of that year;
however, they are included in the denominator for the calculations in this table.
Training
2025 2024 2023
% of employees that utilized internal training content available
in the global learning platform 97% 88% 97%
Average number of training hours per employee 8 8 5
Average number of training hours by gender
Female 8 9 5
Male 8 8 5
Other 32 – –
Not disclosed 6 6 3
Average number of training hours by employee category
Executives 5 8 3
Managers 11 12 6
Other employees 8 8 5
Due to the small size of the ‘other’ employee category, average training hours may fluctuate,
astraining undertaken by a limited number of employees can have a noticeable impact on the
overall average.
Social disclosures continued
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Work-life balance metrics (S1-15)
Methodologies and assumptions
We report on family‑related leave according to the definitions of ESRS, i.e., it includes maternity
leave, paternity leave, parental leave, and caregivers’ leave from work.
The percentage of employees entitled to take family‑related leave is derived from our global
human resources management system.
The percentage of employees that took family‑related leave in the year, including the split by
gender, is derived from our global human resources management system, plus a report from
athird‑party leave administrator for a small number of our U.S. employees.
We make use of the phase‑in option for this metric, and only report on U.S.‑employees. We plan
to start reporting work‑life balance metrics for the full Wolters Kluwer employees in the next
annual report.
Family-related leave in the U.S.
2025 2024 2023
% of employees entitled to take family‑related leave at December 31 100% 100% 100%
% of employees that took family‑related leave in the year 7% 4% 6%
Family-related leave taken by gender
Female 9% 5% 6%
Male 5% 3% 5%
Other 0% – –
Not disclosed 0% 4% 0%
Remuneration metrics (S1-16)
In 2025, Wolters Kluwer conducted its second global pay equity analysis to assess any gender‑
related pay differences across the organization.
The unadjusted gender pay‑gap ratio reflects the average pay difference between females and
non‑females without accounting for compensable factors such as job level and location. In addition
to this metric, we have chosen to also report an adjusted gender pay gap ratio as an entity‑specific
metric. This ratio reflects the average pay difference that remains after accounting for compensable
factors, including for example, compensation grade, job level, job family, geographical location,
experience, and job performance. We include this metric because it provides a clearer indication
of any remaining, unexplained pay differences and helps ensure that our compensation practices
remain fair and consistent across the organization.
The annual total remuneration ratio compares the remuneration of the highest paid individual with
the median annual total remuneration for all employees (excluding the highest‑paid individual).
The analysis was conducted by a dedicated team of specialists within our human resources
department, inpartnership with an external human resources consulting firm with expertise in
global compensation analysis and pay equity. We will continue our partnership with this firm to
ensure that our teams are equipped to sustain and enhance equitable pay practices over time.
Inaddition, to ensure the accuracy and reliability of our calculations, we have licensed a widely
recognized, industry‑standard technology that is validated by leading certification bodies.
Theseefforts provide an objective foundation for maintaining fairness and transparency in our
paypractices.
In 2025, our adjusted pay gap ratio remains below the anticipated long‑term threshold of 5%,
reflecting our commitment to equal pay for equal work. Even so, we have identified opportunities
tominimize the gap further and will address these to ensure continued fairness and equity in our
compensation practices.
Methodologies and assumptions
In the pay equity analysis, employees are defined as individuals who are employed by Wolters
Kluwer (permanent or fixed term) and do not include any contractors, contingent workers, or
service providers. All active employees were included in the analysis.
Employee data was collected as of November 1, 2025, covering 20,595 positions. This data was
sourced from our global human resources management system, local country payroll systems,
and benefit sources, and represents our best estimates for December 31, 2025. Using this date
allows us to have adequate time to collect, consolidate, validate, report, and analyze the data.
This data process was used for all three metrics disclosed in the table on the next page.
The analysis covered all components of an employee remuneration package, including all fixed
and variable components, and other benefits. Compensation elements include contractual
annual salary, allowances, bonuses, LTIP annual grant value (based on share fair values on 2025
LTIP grant date), restricted stock units (RSU) annual grant value (based on share fair values on
2025 RSU grant date), commissions, shift premiums, standby payments, on‑call pay, overtime pay,
and retirement, risk, and health benefits. Cash‑based elements are calculated as actual pay
received. This applies to bonuses, lump sum payments, commissions, shift premiums, standby
payments, and on‑call and overtime pay. All other forms of remuneration are calculated on
annualized normalized basis; this applies to salary and other benefits/allowances. All these
elements are used to determine an employee’s gross hourly pay level.
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Remuneration metrics (S1-16) continued
As from 2025, employees are able to specify a gender other than male or female in our global
human resources management system. Employees with a gender other than female are
categorized under ‘non‑females’ for the purpose of calculating the ratios.
Unadjusted gender pay-gap ratio
The unadjusted gender pay‑gap ratio includes all employees’ gross hourly pay level and applies
the following formula to calculate the gender pay gap:
(Average gross hourly pay level of non-female employees – average gross hourly pay
level of female employees)
x 100
Average gross hourly pay level of non-female employees
Adjusted gender pay-gap ratio
The adjusted gender pay‑gap ratio includes all employees’ gross hourly pay level and considers
compensable factors such as job level, geographical location, and experience that may account
for legitimate differences in pay. A linear regression analysis was used as the basis to measure
the adjusted gender pay‑gap ratio. This comprehensive analysis used the gross hourly pay and
regressed on indicator variables for demographic factors (typically gender), as well as other
bonafide determinants of pay. Controlling for variables such as job grade, experience, and
performance ratings, regression analysis allows us to isolate the specific impact of these factors
on compensation.
This objective approach provides a clear, data‑driven understanding of pay gaps, helping us
pinpoint any existing inequities. We consider regression analysis the best method for conducting
pay equity studies because it minimizes bias and subjectivity, offering a robust analytical
framework. By relying on a data‑driven approach, we ensure that our pay equity initiatives
arebased on objective evidence, promoting a fair and transparent workplace culture.
Annual total remuneration ratio
The annual total remuneration ratio compares the remuneration of the highest‑paid individual
with the median annual total remuneration for all employees (excluding the highest‑paid
individual), calculated based on the following formula:
Gross hourly pay level of the undertaking’shighest-paidindividual
Median employee gross hourly pay level (excludingthehighest-paid individual)
Remuneration metrics
2025
1
2024 2023
2
Unadjusted gender pay‑gap ratio 12.9% 14.8% –
Adjusted gender pay‑gap ratio 1.8% 3.1% –
Annual total remuneration ratio 107.7 106.8 –
1
Employees from the divested FRR business (as announced on July 21, 2025) are excluded from the 2025 analysis,
as they were no longer part of our active workforce, per divestment date effective December 1, 2025. This ensures
the results reflect our continuing operations and current employee population.
2
This was a new metric in 2024. Hence, no comparatives are reported for 2023.
The annual total remuneration ratio is reported in accordance with ESRS requirements and is
calculated based on the methodologies described above. It compares the remuneration of the
highest paid individual (the CEO) with the median remuneration of all employees in the group.
Thismetric is different to the CEO pay ratio, which is reported in the Remuneration report in
accordance with the Dutch Corporate Governance Code and is based on IFRS‑based remuneration
data. The IFRS‑based CEO pay ratio compares the CEO annual pay to the average remuneration of
allemployees in the group (excluding the CEO). The difference between the two ratios is entirely
explained by the use of a median versus an average (representing the largest part of the difference)
and exclusion of social security benefits in the ESRS methodology.
Incidents and complaints (S1-17)
Wolters Kluwer maintains a culture of open communication and a safe environment where everyone
is encouraged to raise concerns.
In accordance with our Code of Business Ethics and SpeakUp Policy, our workforce can raise
concerns about suspected misconduct through multiple channels. We define misconduct as a
violation ofour Code of Business Ethics, any other Wolters Kluwer policies, including our Human
Rights Policy, or any applicable laws.
The number of complaints filed through channels for people in our own workforce to raise concerns
includes complaints filed through our SpeakUp system or to HR, for example through our global
human resources managementsystem or to an HR representative directly. We use an employee
relations case management system to track complaints reported to HR.
Wolters Kluwer has processes designed to ensure timely reporting of all threatened or actual legal
claims, litigation, and alternative dispute resolution proceedings involving Wolters Kluwer, including
pre‑litigation employment claims globally. Our litigation team tracks and manages such claims
inthe electronic matter management and electronic invoicing system of record. Matters reported
through this process are updated in the system throughout the life cycle of the matter, including the
disposition, whether by settlement, judgment, penalty, fine, or otherwise.
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Incidents and complaints (S1-17) continued
Methodologies and assumptions
The number of complaints is calculated based on the total number of complaints reported
through the SpeakUp system, plus the total number of complaints reported to HR and recorded
in the employee relations case management system. Complaints categorized as ‘discrimination’
or ‘harassment’ that were concluded as substantiated are excluded from this calculation. These
are reported separately as ‘incidents of discrimination, including harassment’ in the table below.
Fines, penalties, and compensation for damages are reported through our electronic matter
management and electronic invoicing system. The total amount is calculated based on any fines,
penalties, or compensation for damages awarded in the reporting year. Settlements are excluded
from the calculation.
Severe human rights incidents are identified based on cases reported through the SpeakUp
system or other internal reporting channels, litigation reports, and media and reputation scans.
Potential cases are assessed on a case‑by‑case basis against the UN Guiding Principles severity
criteria (scale, scope, and remediability).
These metrics are reported as from 2024, hence no comparative figures for the 2023 year
areincluded.
Incidents and complaints
2025
1
2024 2023
Number of complaints 113 62 –
Number of incidents of discrimination, including harassment 17 5 –
Amount of fines, penalties, and compensation for damages awarded as a result
of incidents and complaints
‑ ‑ ‑
Number of severe human rights incidents
‑ ‑ ‑
1
In2025, 82 out of the 130 complaints and incidents of discrimination, including harassment, were derived from
the SpeakUp system (2024: 37). The increased number is assumed to be related to, among other, a global
communication campaign in 2025 about the new SpeakUp Policy, as well as new pages on internet and intranet
that provide enhanced information about the process, which increased employees’ awareness, understanding,
and trust in our SpeakUp process.
Other own workforce company-specific metrics
Methodologies and assumptions
We conduct an annual global Engagement & Belonging survey leveraging a third party, market
leading survey partner to measure belonging (2025, 2024, and 2023: Microsoft Glint). This survey
is administered once a year to all employees.
Belonging measures the extent to which employees believe they can bring their authentic selves
to work and be accepted for who they are. Scores are calculated as the average of all
respondents’ answers on a 5‑point scale and converted to a 100‑point scale.
The response rate for the Employee Engagement & Belonging survey is calculated by dividing the
number of respondents to the survey by the total number of survey enrolments.
Company-specific metrics
2025 2024 2023
Belonging score 75 75 75
Response rate for Employee Engagement & Belonging survey 69% 75% 72%
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Material impacts and their interaction with strategy
and business model (SBM-3)
Our operations depend on upstream suppliers and their workers
for the provision of cloud services, outsourced and offshored
data center services, software development and maintenance
services, back‑office transaction‑processing services, content
services, and other services.
At this moment there is no indication that these workers could
be materially impacted by our undertaking. In addition, while we
have not yet obtained full insights into the human rights and labor
conditions of supply chain workers, our analysis indicates that
the sectors and countries in which our suppliers operate generally
present a low risk of severe human rights violations, including
child labor, forced labor, and modern slavery. This conclusion is
supported by our 2025 supplier risk screening conducted by
EcoVadis, a third‑party sustainability assessment tool, which
confirmed that most of our suppliers have a negligible exposure
to these risks.
At the same time, in some sectors and regions, supply chain
workers may still face unequal opportunities, insufficient wages,
insecure employment, poor work‑life balance, and inadequate
health and safety protections. To build our understanding of
these potential impacts, we are increasing visibility through
monitoring supplier practices in these areas and remain
committed to further understanding these risks through ongoing
due diligence of our suppliers.
Policies related to value chain workers (S2-1)
Our Supplier Code of Conduct covers environmental, social, and
business conduct standards for all suppliers, business partners,
and other third parties providing products or services to us. It is
included in our standard supplier contract templates managed
by our global sourcing and procurement organization.
As part of our supply chain risk management program, suppliers
must certify compliance with our Supplier Code of Conduct, or
their own equivalent standard. The Supplier Code of Conduct is
approved by the Executive Board.
The human and labor rights standards that our suppliers must
uphold by committing to our Supplier Code of Conduct, include:
• Respect internationally recognized human rights in dealing
with their employees, clients, suppliers, shareholders, and
communities;
• Prohibit, prevent, mitigate, and remediate any form of human
trafficking, slavery, servitude, or any forced, bonded, prison,
military, or compulsory labor;
Social disclosures continued
Workers in the value chain (ESRS S2)
Labor and human rights of workers in the value chain
Workers of direct suppliers may not have sufficient work‑related benefits and protections, potentially impacting their human and labor rights.
Type of material IRO
Potential negative impact
Policies
• Supplier Code of Conduct
• Supply Chain Risk Management
Standard
Actions
• Inherent sustainability risk
screenings
• Assessing 50 key suppliers via
extensive EcoVadis assessment
• Ongoing due diligence through
the supply chain risk
management program
Targets
• None
In this section, we provide disclosures on our material
impacts relating to workers in the value chain, in
accordance with ESRS S2.
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• Ensure equal treatment and reward of their workers, including
equal pay for equal work, non‑discrimination in hiring and
employment practices, and promotion of a diverse and
inclusive work environment;
• Comply with all applicable wage, hour, and benefits laws and
regulations, as well as the payment of fair wages and benefits
in line with industry standards; and
• Provide a safe, hygienic, and healthy workplace in compliance
with all applicable laws and regulations.
This policy aligns with the United Nations Universal Declaration
of Human Rights, the United Nations Guiding Principles on
Business and Human Rights, the OECD Guidelines for
Multinational Enterprises, and the Core Labor Standards of
theInternational Labor Organization. In 2025, no cases of
non‑respect of any of these standards or principles were
broughtto the attention of the company.
The Supplier Code of Conduct represents one of the mechanisms
of our Supply Chain Risk Management (SCRM) Standard. This is
an internal policy which outlines our approach to conducting
riskassessments, due diligence, and monitoring of suppliers.
Inthe coming years, we plan to review the SCRM Standard to
account for guidance on human and environmental due diligence
of our suppliers.
Processes for engaging with value chain workers about
impacts (S2-2)
While we do not have processes in place for engaging directly
with value chain workers, we have gained insights into the
human rights and labor conditions of supply chain workers
through proxies such as sector studies and initiatives. In 2025,
weintegrated preliminary insights from EcoVadis, including how
key suppliers manage sustainability risks across labor and
human rights, ethics, sustainable procurement, and
environmental topics.
Processes to remediate negative impacts and channels
for value chain workers to raise concerns (S2-3)
Our Supplier Code of Conduct provides that workers in our
supply chain can raise any questions or concerns in accordance
with the Wolters Kluwer SpeakUp Policy.
Suppliers must not tolerate any retaliation against any employee
who makes a good faith report or who assists in the investigation
of any such report. In 2025, we expanded the SpeakUp Policy and
program to include workers of our suppliers, improving
accessibility and awareness of this channel and related
processes across our value chain.
→ For more information on the SpeakUp system, see Business
conduct (ESRS G1)
As part of the EcoVadis assessment introduced in 2025, suppliers
must report whether they have grievance mechanisms in place
that enable employees to report potential human rights
violations. Initial findings show that 46 out of 50 assessed
suppliers have such mechanisms in place.
This indicates that, alongside our SpeakUp program, suppliers’
workers have access to internal processes to raise concerns. We will
continue to monitor supplier performance against this indicator.
Actions related to value chain workers (S2-4)
In 2025, we began using EcoVadis as our supplier sustainability
assessment tool to better understand the labor and human
rights practices of our strategic suppliers.
This process included an analysis of inherent sustainability risks
of our suppliers, which indicated that most have a low to very
low inherent risk related to labor and human rights. Based on the
risk screening, we selected 50 suppliers with the highest
environmental and social risk levels to participate in the
EcoVadis Ratings assessment. Selection criteria were balanced
with financial thresholds to ensure strategic relevance. This
approach provided deeper insights into how key suppliers
manage sustainability risks.
While we have identified labor and human rights as a potential
impact area, the initial results indicate that most of the assessed
suppliers have established policies and actions to address labor
and human rights issues within their own operations. This
includes grievance mechanisms, actions on working conditions,
and measures to prevent child labor, forced labor, and human
trafficking, as well as health and safety indicators. Most suppliers
also indicated that they conduct audits or assessments of their
own supply chains.
In 2026, we will invite additional suppliers to participate in the
assessment to obtain more insights into the practices of our key
suppliers, and to better understand any implications for the
relevance and materiality of this identified potential impact.
The actions related to value chain workers are managed by a
dedicated team within our Strategic Sourcing and Procurement
Operations organization in partnership with specialists from our
Corporate Sustainability team. We have not yet measured the
effectiveness of these actions.
In addition to initiating the supplier sustainability assessment
tobetter understand potential impacts on value chain workers,
we have a comprehensive Supply Chain Risk Management
(SCRM)program in place which evaluates and monitors third‑
party relationships and services provided to mitigate business‑
related risks.
The SCRM program includes inherent risk assessments, due
diligence, contract negotiation, ongoing monitoring, reporting,
and processes for remediation and termination. As part of
thedue diligence process, suppliers provide information on,
among others, cybersecurity, data privacy, business continuity,
anti‑bribery and anti‑corruption, and employee hiring and
termination practices. Depending on the supplier’s inherent risk
classification, due diligence is repeated every one to three years,
with additional actions and questionnaires triggered by the
assigned risk level.
In the coming years, we plan to integrate the supplier
sustainability assessment into the SCRM program.
As we have not identified any material actual impacts on value
chain workers, we do not have remediation processes or actions
in place.
Targets related to value chain workers (S2-5)
We currently do not have targets regarding workers in the
valuechain. As we gain more insights through the supplier
sustainability assessments, we will evaluate in the coming years
whether setting specific goals is appropriate.
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Material impacts and opportunities and their
interaction with strategy and business model (SBM-3)
Although the ESRS S4 topical standard is titled ‘Consumers and
End‑Users,’ consumers are not relevant to our value chain. Our
customers typically do not consist of individuals who acquire,
consume, or use our goods and services for personal use,
whether for themselves or others. Our products and services are
specifically designed for business or professional purposes.
Therefore, this section focuses exclusively on reporting for
end‑users, who are defined as individuals that receive the
benefit of our products or services through the use thereof by
our customers. These could be our direct customers or other
parties, such as medical patients, clients of accounting firms,
small businesses, or individuals that receive services from our
customers based on the use of our products or services by
ourcustomer.
→ For the material impact of data privacy on our direct customers
and relevant end‑users, see Data privacy (company-specific)
Access to quality information
Providing high‑quality, reliable, and actionable solutions to our
customers to benefit their end‑users is a fundamental aspect of
our strategy and business model. Wolters Kluwer’s mission is to
help our customers make critical decisions every day by offering
solutions that combine deep domain knowledge with specialized
technology and services. Our customers rely on our solutions and
services to achieve better outcomes for their clients, patients, or
organizations, and to increase their productivity. Detailed
insights into our products can be found in the Strategic report.
Artificial intelligence (AI) plays an increasingly significant role
inWolters Kluwer’s product innovation, with close to 70% of
ourdigital revenues deriving from AI‑powered solutions.
Intoday’s AI‑driven landscape, our robust governance processes
help ensure that customers have access to reliable, trustworthy
information, empowering them to make informed decisions
withconfidence. As technology reshapes how information is
created and consumed, this commitment to quality is more
crucial than ever.
Consumers and end-users (ESRS S4)
Access to quality information
We deliver reliable, actionable information that helps customers make better decisions, which in turn reinforces trust in our products and generates
opportunities for our business.
Type of material IRO
Actual positive impact and
opportunity
Policies
• Code of Business Ethics,
including a statement on
Editorial Independence
• AI Policy
• Individual policies and
procedures across businesses
Actions
• Customer feedback loops
• Expert input and quality
assurance
• Continuous investment in our
solutions
• AI governance
• Innovating with integrity
• Product certification and
compliance
Targets
• None
Social disclosures continued
In this section, we provide disclosures on our material
impacts andopportunities relating to consumers and end-
users, in accordance with ESRS S4.
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Policies related to consumers and end-users (S4-1)
Our Code of Business Ethics includes our commitment to
editorial independence and the delivery of reliable, high‑quality
content drawn from legal, market, and professional sources. We
prioritise impartiality, embrace diverse perspectives, and avoid
bias, defamation, or conflicts of interest.
To ensure the latest insights, we engage recognised experts and
grant our editors full independence in decision‑making, free
from external influence, fostering an open exchange of ideas.
TheCode of Business Ethics is available on our website and is
approved by the Executive Board.
Due to the distinct needs of different user groups and the varying
nature of the content across our solutions, business units also
follow tailored editorial policies and guidelines regarding the
provision of quality information to customers and end‑users to
develop their respective products and solutions.
In 2025, we introduced our AI Policy for all Wolters Kluwer
businesses, employees, and contractors. Overseen by the AI
Governance Committee, the policy promotes the responsible and
innovative development and use of AI both within Wolters Kluwer
and in the products and services we place on the market. This
policy integrates essential policies, documenting risk management
procedures, and ensuring compliance with relevant regulations
and industry standards.
Our commitment to responsible and ethical AI is also outlined
inour AI Principles, which guide the design and deployment
oftrustworthy solutions by promoting privacy and security,
transparency and explainability, governance and accountability,
upholding fairness, and maintaining a human‑focused approach.
These AI Principles are available on our website, and are also
outlined in the Strategic report.
Processes for engaging with end-users about impacts
(S4-2)
Providing quality information through our products and services
is central to our purpose and essential for maintaining the trust
of our customers and end‑users. Feedback is a cornerstone of
this commitment, ensuring our solutions evolve to meet
changing user needs.
We identify pain points and opportunities through user research,
interviews, and persona studies. Some product teams visit
customers on‑site to observe real‑world usage, while others
invite small groups to participate in beta testing for new
products and major enhancements. This engagement is
supported by structured feedback channels such as advisory
boards, user experience interviews, as well as targeted surveys
covering specific features, functionality, and overall satisfaction.
Dedicated platforms help prioritize this input and enable
data‑driven decisions, while usage analytics provide insight into
workflows and behavior.
Customer service interactions offer another valuable source
offeedback, as teams respond to queries and capture insights
during daily conversations. We also measure satisfaction and
performance through Net Promoter Score (NPS) surveys,
integrating these results into development plans.
The customer’s voice is also integral to every step of AI
development. When building AI solutions, we begin with
customer‑centric problem solving, ensuring solutions address
real‑world challenges identified upfront.
Beyond ongoing engagement, we create opportunities for
broader dialogue. Annual user group conferences, industry
summits, and regional forums allow customers to share
experiences, discuss challenges, and explore new possibilities.
Insights gathered through customer engagements, along with
theresulting implications for our business approach, are
regularly communicated to senior leaders across our customer‑
facing divisions.
Actions related to end-users (S4-4)
The ongoing improvement of our solutions is central to our goal
of delivering innovative, secure, and compliant solutions that
address real‑world challenges. In addition to user engagement,
our dedicated product teams implement a range of initiatives to
ensure customers have access to high‑quality information and
effective workflows, some of which are described in this section.
These are continuous activities that are consistently rolled out
across our business as part of our ongoing commitment to
product quality and customer value. All stated actions represent
long‑term, embedded practices rather than one‑time efforts.
These actions are regularly updated to reflect insights from
customer feedback as well as any changes in regulations,
standards, or internal company policies, which may influence
how activities are executed over time.
We evaluate the effectiveness of our actions through quality
analyst testing, customer engagement, renewal rates, revenue
growth, product experience platforms, and third‑party surveys.
Expert input and quality assurance
We commission external experts for professional insights and
quality assurance during product release testing. Content quality
and relevance are ensured through rigorous validation processes,
sourcing from authoritative references, and maintaining data
integrity through workflows and audit trails.
Within our central product development team, the Digital
eXperience Group (DXG), we maintain several Centers of
Excellence (CoEs) that bring specialized talent, technology
expertise, and best practices in areas such as AI, Quality
Engineering, User Experience, and Customer Research. The CoEs
uphold the highest quality standards and continuously expand
toaddress emerging needs, helping us meet user requirements
at a granular level.
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Investing in our solutions
We reinvest 11% of our annual revenues into innovation and
product development, supporting advancements in AI and
otheremerging technologies, ensuring customers benefit from
up‑to‑date information and workflow tools. Our formal employee
programs such as the Global Innovation Awards and Code Games,
as well as value‑creation projects related to strategy and market
research, further enhance our ability to understand user needs
and inspire product ideation. We also expand our reach by
launching localized versions of our solutions, enabling efficiency,
and compliance with relevant regulations.
→ For more information, see Continuous investment in innovation in
Strategy and business model
AI governance
In 2025, we strengthened our commitment to responsible and
trustworthy AI by establishing an AI Governance Committee.
Thismultidisciplinary committee provides oversight for key areas
including our AI Principles, policies and procedures, training and
communication, risk assessment processes, and monitoring and
auditing, reporting directly to executive leadership.
To support operational implementation, a designated AI
WorkingGroup has been established to review AI use case risk
assessments and address governance processes. Both the AI
Governance Committee and the working group draw on subject
matter experts, business representatives, and other key
stakeholders to ensure robust governance across the
organization.
Innovating with integrity
Wolters Kluwer integrates AI, including Generative AI (GenAI)
andAgentic AI, into its expert solutions to help customers make
better‑informed decisions and accelerate workflows.
At the core of these efforts is our proprietary, GenAI‑Enablement
Platform, developed in‑house by DXG. This platform is designed
to accelerate the safe deployment of intelligent systems across
our portfolio by centralizing GenAI capabilities. It supports a
wide range of applications, from conversational experiences to
process automation, featuring a model‑agnostic design for rapid
switching between AI models which supports flexibility and
security while avoiding vendor lock‑in.
Its cloud‑native architecture incorporates real‑time analytics
andgovernance guardrails to ensure reliability. Finally, human
oversight remains central through an “expert‑in‑the‑loop”
approach, where subject matter experts review and provide
feedback to continuously improve the performance and
compliance of AI agents.
→ For more information, see Proprietary “FAB” AI-Enablement
Platform in Strategy and business model
Certification and compliance
Many of our solutions are certified or adhere to recognized
standards such as ISO 9001, ISO/IEC 27001, and SOC 2 Type 2.
OurGenAI‑Enablement Platform is also SOC 2 Type 1 and 2
certified. Regular compliance reviews and audits performed by
our internal teams and the respective certification bodies ensure
these standards are maintained.
Targets related to end-users (S4-5)
While our individual business units may have internal targets,
our processes and policies are highly elaborated and
continuously reviewed and updated. As mentioned in the
previous section, our business units employ various methods to
evaluate the effectiveness of our actions and initiatives. For this
reason, we do not consider it necessary to have external targets
at this point in time.
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Governance
disclosures
In this section, we provide disclosures on our material
impacts andopportunities relating to business conduct
matters, in accordance with ESRS G1.
Business conduct (ESRS G1)
Corporate culture
A strong culture of values and business ethics supports our workforce and enhances our reputation and relationships with our key stakeholders.
Type of material IRO
Actual positive impact and
opportunity
Policies
• Code of Business Ethics
• SpeakUp Policy
• Anti‑Bribery and Anti‑Corruption
Policy
• Supplier Code of Conduct
Actions
• Employee training and
communication, including the
Annual Compliance Training
Program
• Global SpeakUp program
• Annual compliance risk
assessments
Targets
• YoY improvement to our
employee engagement score
• 100% of our active employees
complete the Annual Compliance
Training Program
Data privacy
Personal data of individuals could be impacted in case of data privacy or cybersecurity incidents.
Type of material IRO
Potential negative impact
Policies
• Code of Business Ethics
• Global Data Privacy Policy
• Data Privacy Incident
Management Plan
• Acceptable Use Policy and other
security policies, standards, and
controls
Actions
• Information and communication
on our privacy practices
• Cybersecurity and data privacy
due diligence of suppliers
• All employee training on data
privacy and cybersecurity
• Information security risk
assessments including annual
assessment by an independent
third‑party.
Targets
• Maintain an indexed
cybersecurity maturity score
above the benchmark for
high‑tech companies
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Our company values and ethical standards are fundamental to
how we interact with our employees, customers, suppliers, and
partners, and with society at large.
Business conduct policies and corporate culture (G1-1)
Our Code of Business Ethics (Code) sets forth the ethical
standards that are the basis for our decisions and actions.
The ode provides guidance on how we live our company
values.The Code covers multiple topics, such as discrimination
and harassment, anti‑bribery and anti‑corruption, and fair
competition. Our Code is published on our internal and external
websites in various languages.
We foster our corporate culture by incorporating our values
andethical standards in our day‑to‑day work. Through various
communication and training activities during the year, we
support our workforce in understanding how these standards
apply to their day‑to‑day work and interactions with colleagues,
customers, and business partners. Our Annual Compliance
Training Program, mandatory for all employees, includes a course
on our Code. As part of this course, our employees are asked to
certify that they have read and understood our Code. New hires
receive the courses from the Annual Compliance Training
Program as part of their onboarding training package.
Our Code and SpeakUp Policy describe how our workforce and
third parties who act within a work‑related context with Wolters
Kluwer can raise concerns about potential unethical situations
orbehavior. Examples of concerns that may be reported
includeinappropriate workplace conduct and business conduct
incidents, such as fraud, corruption, and bribery. We offer several
channels for reporting these concerns. Our global SpeakUp
system, operated through an external provider, offers a
confidential channel, available 24/7 for reporting concerns in a
reporter’s own language, with the option to report anonymously.
Our SpeakUp Policy includes a zero‑tolerance for retaliation,
meaning that anyone who raises a concern or participates in
aninvestigation in good faith is protected against retaliatory
measures, in accordance with the EU Directive for the Protection
of Whistleblowers. All concerns reported are promptly assessed
and, if an investigation is appropriate, assigned to an impartial
and competent internal person to investigate in accordance with
internal procedures. We provide information on SpeakUp on the
company’s website and to our workforce via a dedicated intranet
page, communication campaigns, and through training.
→ For more information on the number of concerns raised, see
Incidents and complaints (S1-17) in Own workforce (ESRS S1)
We have a zero‑tolerance policy towards any form of bribery and
corruption. Our global Anti‑Bribery and Anti‑Corruption Policy
strictly prohibits offering, soliciting, giving, or receiving any
bribes. We regularly communicate our policies to our workforce
and provide training. We also conduct an annual compliance risk
assessment that includes bribery and corruption. The functions
most at risk in respect of corruption and bribery include
business units that make use of third‑party representatives that
interact with government officials or are located in countries with
higher risk of corruption based on their Corruption Perceptions
Index score.
We monitor our corporate culture through our annual
Engagement & Belonging survey, the SpeakUp program,
andinternal audits. These efforts also help us measure the
effectiveness of our Code and our SpeakUp program.
Our high standards of integrity and legal compliance also
applyto business partners through our Supplier Code of
Conduct. We conduct anti‑bribery due diligence screening of
ourpartners and suppliers. In 2025, we did not detect any
violations of our Anti‑Bribery and Anti‑Corruption Policy.
Thepolicies described in this section are approved by the
Executive Board. Implementation is overseen by our Ethics &
Compliance Committee.
→ For the composition and diversity of the Executive Board and
Supervisory Board, see Executive Board and Supervisory Board in
the Governance chapter
→ For the role of the Executive Board related to business conduct
matters, see Culture in Corporate governance
Data privacy (company-specific)
As a data‑driven digital company, it is inherent to our business
model and strategy that personal information resides in our
products. Customers rely on us to deliver our platforms and
services safely and reliably while safeguarding their data. We
arecommitted to protecting the personal and professional
information of our employees, customers, and partners. In case of
privacy or security incidents, the privacy rights of end‑users could
be negatively impacted. Cybersecurity is a critical component of
our business model and strategy. We have in place a robust
security program to protect our assets, data, and reputation.
Policies related to data privacy
At Wolters Kluwer, safeguarding the personal data of our
workforce, customers, and end‑users is paramount. We are
committed to upholding data privacy and cybersecurity in
compliance with applicable data privacy legislation.
To this end, we have established clear policies and procedures
toprotect the confidentiality, integrity, and availability of
personal information, preventing improper disclosure, alteration,
or destruction of personal data. Our Global Data Privacy Policy
sets forth the data privacy principles that our organization
adheres to when processing personal data in our possession.
This policy serves as a global baseline across divisions, business
units, and countries, reflecting our commitment to adhering to
the highest standards of data privacy, including the EU General
Data Protection Regulation.
In addition, we have several privacy policies specific to functional
areas or locations. As part of our contracting with third parties,
such as vendors, we include standards and requirements for
processing of personal data.
We maintain specific data privacy policies on how personal
information of our workforce is used and shared in compliance
with applicable regulations. We collect personal data from our
workforce only for specified, documented purposes. We provide
mechanisms to our workforce to direct any questions, comments,
or requests regarding their personal information and our privacy
practices. Generally, the employee privacy policies are provided
to, and acknowledged by, our employees upon hire and
notification is provided to employees when any material changes
are made to these policies.
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We are also committed to the protection of the personal
information of our customers. We engage with our customers and
clients of customers about our privacy practices through clear
and transparent communication, notifying them of privacy or
security incidents in accordance with applicable legal, regulatory,
and contractual requirements.
We explain how we collect, use, and disclose personal
information and provide individuals with clear options regarding
their data and the choices they can make about the sharing of
their information. Our privacy notices also allow individuals to
ask questions or exercise their relevant privacy rights by
submitting a form from our website. Customers also have the
ability to reach appropriate support resources.
Actions related to data privacy
We have implemented incident management procedures to
address security incidents and unauthorized acquisition, use,
ordisclosure of personal data (or suspected attempts to execute
such actions).
We have a cross‑functional, global Information Technology
Security Incident Response Team that plans, assesses, enforces,
documents, and remediates security incidents and events across
Wolters Kluwer. This group promptly analyzes security incidents,
assesses the potential impact, determines if any immediate
risksexist, and takes prompt actions to mitigate any harm to
thecompany.
We also have a channel for our employees to report data privacy
incidents. Potential data privacy incidents and risks are managed
in accordance with our Data Privacy Incident Management Plan,
which describes how we prepare for and respond to incidents.
We regularly review and update our incident management
guidance and training.
To equip our workforce with the knowledge and skills to
safeguard company data, we provide regular training and
awareness programs on data privacy and cybersecurity best
practices to all employees. Our Annual Compliance Training
Program, which includes mandatory cybersecurity and data
privacy courses, plays a crucial role in fostering a data‑driven
culture of security and privacy within the organization.
In 2025, the assessment did not identify any new risk areas;
however, existing focus areas remain. We continue to strengthen
Identity and Access Management in cloud environments and risk
management practices for timely identification and remediation
of threats and vulnerabilities.
To address these areas, we have implemented additional tools
and capabilities to improve visibility into the environment,
enabling quicker identification of gaps and effective remediation.
For select systems, applications, and services, we have achieved
over 119 attestations and certifications, most notably SOC 1 Type
1, SOC 2 Type 2, HITRUST, FedRAMP, CSA STAR, and MSDPR. In
addition, some of our locations that support IT operations and
some of our products have attained ISO 27001 certification.
Cybersecurity governance structure
The security program has a three‑tiered management structure.
Itis overseen by our Leadership Security Council which is
comprised of senior executives. This council provides strategic
guidance to address cybersecurity risks impacting company
operations and prioritizes initiatives from a financial, human,
and technology perspective.
Our Chief Information Security Officer leads the Technology
Security Council and is responsible for managing and monitoring
the overall program.
Our Technology Security Council manages the overarching
security strategy and IT security risk across the company.
Thisgroup also drives global alignment to the program’s
objectives, supported by dedicated taskforce groups.
Updatestothe TSC membership to reflect individuals
leavingWolters Kluwer were made as appropriate, as well
asrevisiting coverage across GBS IT Executive Leadership and
Application Development (DxG) Leadership.
We continuously strive to improve our data privacy program. In
2025, we have implemented enhancements to further refine and
strengthen our data privacy program, including developing and
streamlining privacy guidance for our privacy community and
Wolters Kluwer businesses. Examples of such enhancements
include improvements to privacy register and assessment
templates, implementation of additional privacy due diligence
on material vendors, and streamlined privacy guidance for the
use of certain technologies on our websites.
Policies related to cybersecurity
Our Code of Business Ethics includes a policy on the use of
company technology and systems in a responsible and secure
manner, which is further detailed in our Acceptable Use Policy
and other security policies and standards that are comprised in
our comprehensive security program. This program is anchored
by a framework of policies, standards, and controls aligned with
industry best practices, such as National Institute of Standards
and Technology, Cybersecurity Framework (NIST CSF) and ISO
27001, that are designed to protect data from accidental or
unlawful destruction, loss, alteration, unauthorized disclosure,
oraccess.
These standards govern the collection, processing, storage,
transmission, and protection of data, aiming to maintain
confidentiality, integrity, and availability. The program mandates
industry‑standard practices. We continually update and enhance
the program to address emerging threats, evolving industry
standards, and advancements in security technologies. All
security policies and standards undergo regular review, updates,
and approvals.
Actions related to cybersecurity
We perform regular information security risk assessments to
evaluate the effectiveness of our security program. Each year, the
program is independently assessed by a third party, allowing us
to measure our performance with a cybersecurity maturity score.
Since 2020, the cybersecurity maturity score has been based on
the NIST CSF which is a risk‑based model.
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Corporate culture and data privacy company-specific
metrics
Methodologies and assumptions
The percentage of employees who completed the Annual
Compliance Training is derived from data tracked in our global
human resources learning platform, and is based on the
headcount at December 31, excluding employees on long term
leave. The percentage also includes compliance training for
new hires, as well as privacy (HIPAA), and harassment
prevention training for certain employees in the U.S.
The employee engagement score is based upon our annual
global Engagement & Belonging survey, administered once
a year to all employees, and conducted by an independent,
market leading survey partner, Microsoft Glint (2025, 2024, and
2023). Scores are calculated as the average of all respondents’
answers on a 5‑point scale and converted to a 100‑point
scale. In 2025, 69% of employees completed this survey. The
Microsoft Glint top 25th benchmark reflects the 25th percentile
score across all Glint customers for each question or index.
We have a company‑wide program designed to maintain
our cybersecurity maturity score at or above an industry
benchmark for high‑tech companies. We measure our
cybersecurity performance with a cybersecurity maturity score
that is determined annually by an independent third party
and is based on the National Institute of Standards and
Technology Cybersecurity Framework (NIST CSF). We disclose
the score as an index relative to the base year 2020
(2020 = 100.0).
Corporate culture and data privacy
2025 2024 2023
% of employees who completed
the Annual Compliance Training 99 99 99
Employee engagement score 78 78 78
Employee engagement relative to
global top 25th benchmark
Microsoft Glint
3 points
below
3 points
below
3 points
below
Indexed cybersecurity maturity
score 115.0 115.0 113.8
Targets related to corporate culture and data privacy
We have set the following targets to advance corporate culture
and data privacy.
Improvement to our employee engagement score
We aim to continuously enhance employee engagement.
Ourtarget is to improve the score year‑over‑year, typically by
onepoint. The engagement score reflects employees’ overall
experience and connection to Wolters Kluwer, including their
pride in working for the company and recommending it as a
greatplace to work. The engagement score baseline (76) was
established in October 2021. We aspire to reach the top 25%
global benchmark for employee engagement, as determined
by Microsoft Glint’s analysis. In 2025, the engagement score
remained consistent with the previous year. Progress on this
metric is reviewed with our Executive Board and Supervisory
Board. Our approach is to focus on continuous improvement
and attention of our leadership on fostering an engaging work
environment. Corporate culture is one of the topics embedded
in the employee engagement score.
Completion of Annual Compliance Training Program
We have a target that 100% of our active employees should
complete the Annual Compliance Training Program. Allactive
employees are required to take the Annual Compliance Training
Program every year through our online learning platform.
Thisprogram includes e‑learning courses on the Code of
Business Ethics, data privacy, and cybersecurity.
Indexed cybersecurity maturity score
Our target related to cybersecurity is to maintain an indexed
cybersecurity maturity score above the benchmark for high‑tech
companies. In 2025, the indexed cybersecurity maturity score
remained consistent with the previous year. This stability reflects
sustained progress. The assessment process was strengthened
through improved capabilities for evaluating the security posture
and by expanding the scope of risk areas subjected to
comprehensive analysis to confirm the effectiveness of controls.
→ For more information on this target, see Short-term incentive plan
2025 in the Remuneration report
Governance disclosures continued
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Strategic report Governance
Financial statements Other informationSustainability statements
Section ESRS Standard Disclosure Requirement
Reference to
Sustainability
statements
Reference to other chapters in 2025 Annual Report and/or use
of phased-in provisions
General disclosures General disclosures (ESRS 2) BP-1 General basis for preparation Page 94 –
BP-2 Disclosures in relation to specific circumstances Page 94 –
GOV-1 Role of the Executive Board and Supervisory Board Page 96 Executive Board and Supervisory Board in Culture in
Corporate governance
Talent management in the Report of the Supervisory Board
GOV-2 Information provided to and sustainability matters addressed by the
ExecutiveBoard and Supervisory Board
Page 97 Environmental, social, and governance matters in Corporate
governance
Sustainability in the Report of the Supervisory Board
GOV-3 Integration of sustainability-related performance in incentive schemes Page 97 Remuneration targets linked to strategic goals, Short-term
incentive plan 2025, and Payouts for performance against
2025 STIP targets in the Remuneration report
GOV-4 Statement on due diligence Page 98 –
GOV-5 Risk management and internal controls over sustainability reporting Page 98 Risk management in Governance
SBM-1 Strategy, business model, and value chain Page 99 Strategy and business model in the Strategic report
Phased-in used for SBM-1, paragraphs 40 (b) and (c)
SBM-2 Interests and views of stakeholders Page 99 –
SBM-3 Material impacts, risks, and opportunities and their interaction with strategy
andbusiness model
Page 102 Strategy and business model in the Strategic report
Note 3 – Accounting estimates and judgments in Financial
statements
Phased-in used for SBM-3, paragraph 48 (e)
IRO-1 Process to identify and assess material impacts, risks, andopportunities Page 104 –
IRO-2 Disclosure requirements covered by the sustainability statements Page 105 –
Environmental disclosures Climate change (ESRS E1) SBM-3 Material impacts and their interaction with strategy andbusiness model Page 106 Note 3 – Accounting estimates and judgments in Financial
statements
E1-1 Transition plan for climate change mitigation Page 107 –
E1-2 Policies related to climate change Page 108 –
E1-3 Actions and resources related to climate change Page 109 Business interruption in Risk management
E1-4 Targets related to climate change Page 110 Key elements of our remuneration policy in the Remuneration
report
Reference table
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Financial statements Other informationSustainability statements
Section ESRS Standard Disclosure Requirement
Reference to
Sustainability
statements
Reference to other chapters in 2025 Annual Report and/or use
of phased-in provisions
E1-5 Energy consumption and mix Page 112 –
E1-6 Gross GHG emissions Page 113 Note 12 – Employee benefit expenses in the Consolidated
financial statements
Climate change company-specific metrics Page 118 –
Social disclosures Own workforce (ESRS S1) SBM-3 Material impacts and their interaction with strategy andbusiness model Page 120 –
S1-1 Policies related to own workforce Page 120 –
S1-2 Processes for engaging with own workforce and workers’ representatives
aboutimpacts
Page 120 –
S1-4 Actions related to own workforce Page 121 –
S1-5 Targets related to own workforce Page 124 Diversity in Corporate governance
S1-6 Characteristics of our employees Page 125 -
S1-7 Characteristics of non-employee workers in our own workforce Page 126 Phased-in used for S1-7, paragraphs 55 (a), (b), (c), and 57
S1-9 Diversity metrics Page 126 Phased-in used for S1-9, paragraph 66 (a)
S1-12 Persons with disabilities Page 127 Phased-in used for S1-12, paragraph 77
S1-13 Training and skills development metrics Page 127 Phased-in used for S1-13, paragraph 83 (b)
S1-15 Work-life balance metrics Page 128 –
S1-16 Remuneration metrics Page 128 –
S1-17 Incidents and complaints Page 129 –
Other own workforce company-specific metrics Page 130 –
Workers in the value chain
(ESRS S2)
SBM-3 Material impacts and their interaction with strategy andbusiness model Page 131 –
S2-1 Policies related to value chain workers Page 131 –
S2-2 Processes for engaging with value chain workers about impacts Page 132 –
S2-3 Processes to remediate negative impacts and channels for value chain workers
toraise concerns
Page 132 –
S2-4 Actions related to value chain workers Page 132 –
S2-5 Targets related to value chain workers Page 132 –
Consumers and end-users
(ESRSS4)
SBM-3 Material impacts and their interaction with strategy andbusiness model Page 133 Strategy and business model in the Strategic report
S4-1 Policies related to consumers and end users Page 134 –
S4-2 Processes for engaging with consumers and end-users about impacts Page 134 –
S4-4 Actions related to end-users Page 134 –
S4-5 Targets related to end-users Page 135 –
Governance disclosures Business conduct (ESRS G1) G1-1 Business conduct policies and corporate culture Page 137 Executive Board and Supervisory Board in Culture in
Corporate governance
Data privacy (company specific) Page 137 –
Corporate culture and data privacy company-specific metrics Page 139 –
Targets related to corporate culture and data privacy Page 139 Short-term incentive plan 2025 in Remuneration report
Reference table continued
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Section ESRS Standard Data point that derives from other EUlegislation Reference to Sustainability statements
General disclosures General disclosures (ESRS 2) GOV-1 Board’s gender diversity Page 96
GOV-1 Percentage of board members who are independent Page 96
GOV-4 Statement on due diligence Page 98
SBM-1 Involvement in activities related to fossil fuel activities Not material to us
SBM-1 Involvement in activities related to chemical production Not material to us
SBM-1 Involvement in activities related to controversial weapons Not material to us
SBM-1 Involvement in activities related to cultivation and production of tobacco Not material to us
Environmental disclosures Climate change (E1) E1-1 Transition plan to reach climate neutrality by 2050 Page 107
E1-1 Undertakings excluded from Paris-aligned Benchmarks Page 107
E1-4 GHG emission reduction targets Page 110
E1-5 Energy consumption from fossil sources disaggregated by sources for high climateimpact sectors Not material to us
E1-5 Energy consumption and mix Page 112
E1-5 Energy intensity associated with activities in high climate impact sectors Not material to us
E1-6 Gross scope 1, 2, 3, and total GHG emissions Page 113
E1-6 Gross GHG emissions intensity Page 114
E1-7 GHG removals and carbon credits Not material to us
E1-9 Exposure of the benchmark portfolio to climate-related physical risks Not material to us
E1-9 Disaggregation of monetary amounts by acute and chronic physical risk Not material to us
E1-9 Location of significant assets at material physical risk Not material to us
E1-9 Breakdown of the carrying value of real estate assets by
energy-efficiency classes
Not material to us
E1-9 Degree of exposure of the portfolio to climate-related opportunities Not material to us
Pollution (E2) E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (EuropeanPollutant Release and
Transfer Register) emitted to air, water, and soil
Not material to us
Water and marine resources (E3) E3-1 Water and marine resources Not material to us
E3-1 Dedicated policy Not material to us
E3-1 Sustainable oceans and seas Not material to us
E3-4 Total water recycled and reused Not material to us
E3-4 Total water consumption in m³ per net revenue on own operations Not material to us
Biodiversity and ecosystems (E4) SBM-3 List of material sites and biodiversity-sensitive areas Not material to us
SBM-3 Material negative impacts with regards to land degradation, desertification, orsoilsealing Not material to us
List of data points that derive
from other EU legislation
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Section ESRS Standard Data point that derives from other EUlegislation Reference to Sustainability statements
SBM-3 Operations affecting threatened species Not material to us
E4-2 Sustainable land and agriculture practices or policies Not material to us
E4-2 Sustainable oceans and seas practices or policies Not material to us
E4-2 Policies to address deforestation Not material to us
Recourse use and circular
economy(E5)
E5-5 Non-recycled waste Not material to us
E5-5 Hazardous waste and radioactive waste Not material to us
Social disclosures Own workforce (S1) SBM-3 Risk of incidents of forced labor Not material to us
SBM-3 Risk of incidents of child labor Not material to us
S1-1 Human rights policy commitments Page 120
S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation
Conventions 1 to 8
Page 120
S1-1, 20c Measures to provide and/or enable remedy for human rights impacts Not material to us
S1-1 Processes and measures for preventing trafficking in human beings Page 120
S1-1 Workplace accident prevention policy or management system Not material to us
S1-14 Number of fatalities and number and rate of work-related accidents Not material to us
S1-14 Number of days lost to injuries, accidents, fatalities, or illness Not material to us
S1-16 Gender pay gap Page 128
S1-16 Annual total remuneration ratio Page 128
S1-17 Incidents and complaints Page 129
S1-17 Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines
Not material to us
Workers in the value chain (S2) SBM-3 Significant risk of child labor or forced labor in the value chain Page 131
S2-1 Human rights policy commitments Page 131
S2-1 Policies related to value chain workers Page 131
S2-1 Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines
Page 131
S2-1 Due diligence policies on issues addressed by the fundamental International LaborOrganisation
Conventions 1 to 8
Page 131
S2-4 Human rights issues and incidents connected to upstream and downstream valuechain Page 132
Affected communities (S3) S3-1 Human rights policy commitments Not material to us
S3-1 Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines
Not material to us
S3-4 Human rights issues and incidents Not material to us
Consumers and end-users (S4) S4-1 Policies related to consumers and end-users Page 134
S4-1 Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines
Page 134
S4-4 Human rights issues and incidents Not material to us
Governance disclosures Business conduct (G1) G1-1 United Nations Convention against Corruption Not material to us
G1-1 Protection of whistleblowers Not material to us
G1-4 Fines for violation of anti-corruption and anti-bribery laws Not material to us
G1-4 Standards of anti-corruption and anti-bribery Not material to us
List of data points that derive from other EU legislation continued
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Assessment of compliance with the EU
Taxonomy regulatoryframework
Introduction
The EU Taxonomy Regulation establishes an EU-wide
classification system for environmentally sustainable economic
activities. It defines criteria for assessing the extent to which
economic activities can be considered environmentally
sustainable and is structured around six environmental
objectives: (i) climate change mitigation; (ii) climate change
adaptation; (iii) the sustainable use and protection of water and
marine resources; (iv) the transition to a circular economy; (v)
pollution prevention and control; and (vi) the protection and
restoration of biodiversity and ecosystems.
Companies subject to the EU Taxonomy Regulation are required
to disclose the proportion of their turnover, capital expenditures
(CapEx), and operating expenditures (OpEx) that are eligible and
aligned, together with certain qualitative disclosures.
The assessment includes identifying whether an economic
activity is eligible, meaning it falls within the scope of one of the
six environmental objectives. Where activities are identified as
eligible, an alignment assessment is subsequently performed to
determine whether the applicable technical screening criteria
and compliance with minimum safeguards are met.
EU Taxonomy assessment in prior years
In the 2024 and 2023 reporting years, the EU Taxonomy
disclosures were prepared in accordance with the reporting
requirements of the Disclosures Delegated Act that were
applicable before the amendments introduced by Delegated
Regulation 2026/73 (the ‘Omnibus Delegated Act’). In the past, we
identified the following EU Taxonomy-eligible economic
activities, which were considered eligible exclusively with respect
to the climate change mitigation (CCM) environmental objective:
• Activity CCM 6.5 (transport by motorbikes, passenger cars and
light commercial vehicles);
• Activity CCM 7.2 (renovation of existing buildings);
• Activity CCM 7.7 (acquisition and ownership of buildings); and
• Activity CCM 8.1 (data processing, hosting and related
activities).
No taxonomy eligible economic activities were identified in
relation to the other five environmental objectives.
None of the identified eligible activities qualified as taxonomy
aligned, nor as enabling or transitional activities.
As part of our EU Taxonomy reassessment performed in 2025,
andfollowing further review of the EU Taxonomy requirements,
relevant interpretations, as well as observed market practice, we
concluded that activity CCM 7.2 (renovation of existing buildings)
is not applicable to our operations. Activity 7.2 applies to
renovation projects, construction, and civil engineering works
orpreparation thereof. The majority of our offices are leased,
with responsibility for major renovation projects resting with
landlords, and no qualifying renovation activities were carried
out or planned for our owned offices. The CapEx previously
disclosed under this activity did not relate to renovation
measures meeting the requirements of activity CCM 7.2.
Accordingly, the CapEx associated with this activity has been
restated to 0% for the 2024 reporting year. We did not identify
any other changes to the activities reported in 2024.
EU Taxonomy
The EU Taxonomy is a classification system defining criteria for economic
activities aligned with a net-zero trajectory by 2050, and other environmental
goals. It guides investments towards activities most needed for the transition,
in line with the European Green Deal. The EU Taxonomy disclosures are part
of the environmental disclosures of our sustainability statements.
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Application of the Omnibus Delegated Act in 2025
As part of the Omnibus I package, the European Commission
adopted Commission Delegated Regulation (EU) 2026/73 (the
‘Omnibus Delegated Act’) amending the Delegated Regulations
(EU) 2021/2178, (EU) 2021/2139 and (EU) 2023/2486. These
amendments entered into force on January 28, 2026, and applied
from January 1, 2025, covering the 2025 financial year for
companies already in scope of the EU Taxonomy. For the
financialyear 2025, Wolters Kluwer applied the simplified
rulesas described in the Omnibus Delegated Act.
The Omnibus Delegated Act introduces simplifications to the
reporting requirements, including the introduction of materiality
thresholds. Under these provisions, non-financial undertakings
are not required to assess taxonomy eligibility and alignment for
economic activities that cumulatively account for less than 10%
of turnover, CapEx or OpEx denominators, and such activities
may be reported separately as non-material. As we have chosen
to apply these simplifications for the current reporting year, we
did not assess the extent of eligibility for turnover, CapEx, and
Opex, as expenditures related to potentially eligible activities
fallbelow the 10% materiality threshold and are therefore
considered non-material. This is summarized in the table below.
An overview of the applied accounting policies and assumptions
is presented on the following page.
The economic activities for which taxonomy eligibility and
alignment were not assessed relate to climate change mitigation
activities that cumulatively account for less than 10% of our
turnover, as well as CapEx and OpEx denominators. These
activities relate to (i) transport by motorbikes, passenger cars
and light commercial vehicles, which fall within the transport and
storage sector; (ii) the acquisition and ownership of buildings,
which fall within the real estate activities sector; and (iii) data
processing, hosting and related activities, which fall within the
information and communication sector. These activities are
ancillary and supportive in nature, primarily linked to our
internal operations rather than our core business model, and
donot represent a significant share of capital allocation or
operating expenditure. Accordingly, they do not have a material
impact on our EU Taxonomy related performance and are
reported as non-material in line with the Omnibus Delegated Act.
In the coming years, we will continue to assess the
taxonomyeligibility of our economic activities and the
extentofEU Taxonomy alignment, taking into account
regulatorydevelopments, clarifications, and changes in our
business activities.
EU Taxonomy continued
Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025
(summary KPIs)
Breakdown by environmental objectives of Taxonomy-aligned activities Financial year 2024
Total
Proportion of
Taxonomy-
eligible
activities
Taxonomy-
aligned
activities
Proportion of
Taxonomy-
aligned
activities
Climate
change
mitigation
Climate
change
adaptation Water Pollution Biodiversity
Proportion of
enabling
activities
Proportion of
transitional
activities
Not assessed
activities
considered
non-material
Taxonomy-
aligned
activities
Proportion of
Taxonomy-
aligned
activities
€m % €m % % % % % % % % % €m %
Turnover 6,125
- - -
0% 0% 0% 0% 0%
- -
7%
-
0%
CapEx 800
- - -
0% 0% 0% 0% 0%
- -
7%
-
0%
OpEx 255
- - -
0% 0% 0% 0% 0%
- -
0%
-
0%
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Accounting policies and assumptions
Turnover
Total turnover, i.e., the denominator of the turnover KPI, is equal to revenues as reported in the
consolidated statement of profit or loss within the Financial statements. For accounting policies
regarding the recognition of revenues, see Note 6 – Revenues in the Financial statements.
In accordance with the Omnibus Delegated Act, we have applied the materiality thresholds for
the 2025 reporting year. Economic activities that could potentially fall under climate change
mitigation activity CCM 8.1 (data processing, hosting and related activities) cumulatively account
for less than 10% of our total turnover and are therefore considered non-material. As a result,
wedid not assess the taxonomy eligibility or alignment of turnover related to these activities,
and no eligible or aligned turnover has been identified for the purposes of the EU Taxonomy.
Accordingly, the numerator of the turnover KPI is reported as 0%.
CapEx
Total CapEx, i.e., the denominator of the CapEx KPI, is the sum of:
• Acquired through business combinations – acquired identifiable intangible assets;
• Investments – other intangible assets;
• Acquired through business combinations – other intangible assets;
• Investments – property, plant, and equipment;
• Acquired through business combinations – property, plant, and equipment;
• Additions from new leases – right-of-use assets;
• Acquired through business combinations – right-of-use assets; and
• Additions from contract modifications and reassessment of options – right-of-use assets.
For the individual amounts reported in the consolidated financial statements and
correspondingaccounting policies, see Note 17 – Goodwill and intangible assets other
thangoodwill, Note 18 – Property, plant, and equipment, and Note 19 – Leasing in the
Financialstatements.
Potentially taxonomy eligible CapEx relates to economic activities CCM 6.5 (transport by
motorbikes, passenger cars and light commercial vehicles), and CCM 7.7 (acquisition and
ownership of buildings). These expenditures cumulatively account for less than 10% of total
CapEx and are therefore considered non-material in accordance with the amended Delegated
Act. Consequently, we did not assess the taxonomy eligibility or alignment of CapEx related to
these activities, and the numerator of the CapEx KPI is reported as 0%.
OpEx
Total OpEx, i.e., the denominator of the OpEx KPI, is the sum of:
• Direct non-capitalized costs that relate to research and development;
• Building renovation measures;
• Short-term leases;
• Maintenance and repair; and
• Any other direct expenditures relating to the day-to-day servicing of assets of property,
plant,and equipment by the undertaking or third party to whom activities are outsourced
thatare necessary to ensure the continued and effective functioning of such assets
(includinge.g., cleaning).
Total OpEx originates from maintenance costs as well as direct non-capitalized costs that relate
to research and development. This OpEx is presented on the line item research, development,
and editorial costs in the consolidated financial statements (see Note 10 – General and
administrative costs in the Financial statements). Based on our approach, total OpEx includes
only costs from third-party suppliers. Accordingly, employee benefit expenses reported as
research anddevelopment costs are excluded, as these relate predominantly to internal costs
ofmanaging projects. In 2025, we updated the calculation for the OpEx denominator to include
maintenance costs related to software and hardware. Applying the same methodology for 2024,
the OpEx denominator would amount to €249 million.
In line with the Omnibus Delegated Act, we have assessed the materiality of potentially eligible
OpEx in relation to total OpEx. As potentially eligible OpEx related to EU Taxonomy economic
activities cumulatively accounts for less than 10% of total OpEx, it is considered non-material.
Accordingly, we did not assess taxonomy eligibility or alignment for OpEx, and the numerator of
the OpEx KPI is reported as 0%.
EU Taxonomy continued
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Financial statements
148 2025 Financial statements
149 Consolidated financial statements
153 Notes to the consolidated financial statements
209 Company financial statements
211 Notes to the company financial statements
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149 Consolidated statement of profit or loss
149 Consolidated statement of comprehensive income
150 Consolidated statement of cash flows
151 Consolidated statement of financial position
152 Consolidated statement of changes in total equity
Notes to the consolidated financialstatements
153 Note 1 – General and basis of preparation
154 Note 2 – Material accounting policy information
156 Note 3 – Accounting estimates and judgments
156 Note 4 – Benchmark figures
160 Note 5 – Segment reporting
161 Note 6 – Revenues
164 Note 7 – Earnings per share
164 Note 8 – Acquisitions and divestments
168 Note 9 – Sales costs
169 Note 10 – General and administrative costs
169 Note 11 – Other gains and (losses)
169 Note 12 – Employee benefit expenses
169 Note 13 – Amortization, impairment, and depreciation
170 Note 14 – Financing results
170 Note 15 – Income tax expense
171 Note 16 – Non-controlling interests
172 Note 17 – Goodwill and intangible assets other than goodwill
176 Note 18 – Property, plant, and equipment
176 Note 19 – Leasing
178 Note 20 – Investments in equity-accounted associates
178 Note 21 – Financial assets
179 Note 22 – Tax assets and liabilities
180 Note 23 – Inventories
180 Note 24 – Contract balances
182 Note 25 – Other receivables
183 Note 26 – Cash and cash equivalents
183 Note 27 – Trade and other payables
183 Note 28 – Net debt
185 Note 29 – Financial risk management
192 Note 30 – Employee benefits
199 Note 31 – Provisions
200 Note 32 – Capital and reserves
201 Note 33 – Share-based payments
205 Note 34 – Related party transactions
205 Note 35 – Audit fees
206 Note 36 – Commitments, contingent assets, and contingent liabilities
206 Note 37 – Remuneration and shareholdings of the Executive Board and Supervisory Board
207 Note 38 – Overview of significant subsidiaries
208 Note 39 – Events after the reporting period
2025 Financial statements
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Consolidated statement of profit or loss Consolidated statement of
comprehensive income
in millions of euros, unless otherwise stated,
for the year ended December 31
2025
2024
Revenues
Note 5/6
6, 125
5, 916
Note 5
(1,6 25)
(1,6 26)
Gross profit
Note 5
4,500
4,290
Sales costs
Note 9
(975)
(969)
General and administrative costs
Note 10
(1,995)
(1,8 70)
Total operating expenses
Note 5
(2,9 70)
(2,839)
Other gains and (losses)
Note 11
205
(10)
Operating profit
Note 5
1,735
1,44 1
Financing income
29
52
Financing costs
(1 15)
(1 14)
Other finance income and (costs)
(2)
(3)
Total financing results
Note 14
(88)
(65)
Share of profit of equity-accounted associates, net of tax
Note 20
2
2
Profit before tax
1,649
1,3 78
Income tax expense
Note 15
(34 1)
(299)
Profit for the year
1,308
1 ,079
Attributable to:
Owners of the company
1,308
1 ,079
Non-controlling interests
Note 16
0
0
Profit for the year
1,308
1 ,079
Earnings per share (EPS) (€)
Basic EPS
Note 7
5. 66
4.54
Diluted EPS
Note 7
5. 64
4. 52
in millions of euros,
for the year ended December 31
2025
2024
Comprehensive income
Profit for the year
1,308
1 ,079
Other comprehensive income
Items that are or may be reclassified subsequently to the
consolidated statement ofprofitorloss:
Exchange differences on translation of foreign operations
(445)
2 27
Exchange differences on translation of equity-accounted
associates
Note 20
(1)
0
Recycling of foreign exchange differences on loss of control
Note 8
4
(1)
Gains/(losses) on hedges of net investments in foreign
operations
27
(12)
Gains/(losses) on cash flow hedges
(21)
(12)
Net change in fair value of cash flow hedges reclassified to the
consolidated statementofprofit or loss
Note 14
14
5
Items that will not be reclassified to the consolidated statement
of profit or loss:
Remeasurement gains/(losses) on defined benefit plans
Note 30
4
(5)
Other comprehensive income/(loss) for the year, before tax
(4 18)
202
Income tax on items that are or may be reclassified
subsequently to the consolidated statement ofprofit or loss
1
4
Income tax on items that will not be reclassified to the
consolidated statement of profit orloss
(1)
1
Income tax on other comprehensive income
Note 22
0
5
Other comprehensive income/(loss) for the year
(4 18)
207
Total comprehensive income for the year
890
1,286
Attributable to:
Owners of the company
890
1,285
Non-controlling interests
0
1
Total comprehensive income for the year
890
1,286
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Consolidated statement of cash flows
in millions of euros, for the year ended December 31
2025
2024
Cash flows from operating activities
Profit for the year
1,308
1 ,079
Adjustments for:
Income tax expense
Note 15
3 41
299
Share of profit of equity-accounted associates, net of tax
Note 20
(2)
(2)
Financing results
Note 14
88
65
Amortization, impairment, and depreciation
Note 13
47 7
479
Book (profit)/loss on disposal of operations and non-
current assets
(250)
(5)
Fair value changes of contingent considerations
Note 11
0
0
Additions to and releases from provisions
Note 31
16
14
Appropriation of provisions
Note 31
(8)
(9)
Changes in employee benefit provisions
0
(2 4)
Share-based payments
Note 12
26
31
Other adjustments
5
5
Adjustments excluding autonomous movements in working capital
693
853
Inventories
8
9
Contract assets
Note 24
(25)
16
Trade and other receivables
(90)
(48)
Deferred income
Note 24
106
73
Other contract liabilities
Note 24
18
(9)
Trade and other payables
87
41
Autonomous movements in working capital
104
82
Total adjustments
797
935
Net cash flows from operations
2, 105
2,0 14
Interest paid (including the interest portion of lease
payments)
(107)
(94)
Interest received
28
52
Paid income tax
Note 22
(358)
(318)
Net cash from operating activities
1,668
1,654
in millions of euros, for the year ended December 31
2025
2024*
Cash flows from investing activities
Capital expenditure
Note 17/18
(305)
(314)
Proceeds from disposal of other intangible assets and property,
plant, and equipment
2
1
Acquisition spending, net of cash acquired
Note 8
(8 71)
(335)
Receipts from divestments, net of cash disposed
Note 8
399
1
Dividends received
1
1
Net cash used in investing activities
(77 4)
(646)
Cash flows from financing activities
Repayment of loans
Note 28
(1,0 98)
(738)
Proceeds from new loans
Note 28
1, 925
1,237
Repayment of principal portion of lease liabilities
Note 19
(58)
(62)
Collateral received/(paid)
(10)
(2)
Repurchased shares
Note 32
(1,0 96)
(1,000)
Cash used for settlement of net investment hedges
23
(6)
Dividends paid
(56 3)
(521)
Net cash used in financing activities
(877)
(1,0 92)
Net cash flows before effect of exchange differences
17
(84)
Exchange differences on cash and cash equivalents and bank
overdrafts
(71)
40
Net change in cash and cash equivalents and bank overdrafts
(54)
(44)
Cash and cash equivalents less bank overdrafts at January 1
945
989
Cash and cash equivalents less bank overdrafts at December 31
Note 26
891
945
Add: Bank overdrafts at December 31
Note 26
41
9
Cash and cash equivalents in the consolidated statement of
financial position at December 31
Note 26
932
954
* 2024 restated for the reclassification for cash used for settlement of net investment hedges. For more
information, see Note 1 - General and basis of preparation.
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Consolidated statement of financial position
in millions of euros, at December 31
2025
2024
Non-current assets
Goodwill
Note 17
4,787
4,710
Intangible assets other than goodwill
Note 17
1,825
1,735
Property, plant, and equipment
Note 18
68
79
Right-of-use assets
Note 19
196
21 4
Investments in equity-accounted associates
Note 20
14
13
Financial assets
Note 21
3
5
Non-current other receivables
Note 25
8
11
Non-current contract assets
Note 24
19
18
Deferred tax assets
Note 22
31
56
Total non-current assets
6,95 1
6,84 1
Current assets
Inventories
Note 23
62
79
Contract assets
Note 24
1 47
148
Trade receivables
Note 24
1,075
1, 129
Other receivables
Note 25
31 4
2 65
Current income tax assets
Note 22
103
82
Cash and cash equivalents
Note 26/28
932
954
Total current assets
2,633
2 ,657
Total assets
9,584
9,498
in millions of euros, at December 31
2025
2024
Equity
Issued share capital
Note 32
28
29
Share premium reserve
87
87
Legal reserves
99
540
Treasury shares
(587)
(470)
Retained earnings
1, 171
1,359
Equity attributable to the owners of the company
Note 48
79 8
1,545
Non-controlling interests
Note 16
0
0
Total equity
798
1,545
Non-current liabilities
Bonds
3,822
3, 324
Private placements
108
122
Lease liabilities
160
1 79
Other long-term debt
103
38
Total long-term debt
Note 28
4, 193
3,663
Deferred tax liabilities
Note 22
328
324
Employee benefits
Note 30
62
67
Provisions
Note 31
5
5
Non-current deferred income
Note 24
140
110
Total non-current liabilities
4,728
4, 169
Current liabilities
Deferred income
Note 24
1 ,911
2,054
Other contract liabilities
Note 24
88
76
Trade and other payables
Note 27
1, 118
1,087
Current income tax liabilities
Note 22
130
117
Short-term provisions
Note 31
33
28
Borrowings and bank overdrafts
Note 28
2 21
359
Short-term bonds
Note 28
500
-
Short-term lease liabilities
Note 28
57
63
Total current liabilities
4,058
3,784
Total liabilities
8,786
7,953
Total equity and liabilities
9,584
9,498
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Consolidated statement of changes in total
equity
Issued Share
Legal reserves
Other reserves
Non-
share premium Legal reserve Hedge Translation Treasury Retained Shareholders’ controlling
in millions of euroscapitalreserveparticipationsreservereservesharesearningsequity
interests
Total equity
Balance at January 1, 2024
30
87
113
(110)
32 5
(734)
2,038
1,7 49
0
1,7 49
Profit for the year
1,079
1 ,079
0
1,079
Other comprehensive income/(loss) for the year
(15)
225
(4)
206
1
2 07
Total comprehensive income for theyear
(15)
225
1,075
1,285
1
1,286
Transactions with owners of the company, recognized directly in
equity:
Share-based payments
31
31
31
Cancelation of shares
(1)
1, 187
(1, 186)
0
0
Release LTIP shares
77
(77)
0
0
Final cash dividend 2023
(32 4)
(324)
(1)
(325)
Interim cash dividend 2024
(196)
(196)
(196)
Repurchased shares
(1,000)
(1,000)
(1,000)
Other movements
2
(2)
0
0
Balance at December 31, 2024
29
87
115
(125)
550
(470)
1,359
1, 545
0
1,545
Balance at January 1, 2025
29
87
115
(125)
550
(470)
1,359
1, 545
0
1,545
Profit for the year
1,308
1,308
0
1,308
Other comprehensive income/(loss) for the year
15
(436)
0
3
(4 18)
0
(4 18)
Total comprehensive income for theyear
15
(436)
0
1, 311
89 0
0
890
Transactions with owners of the company, recognized directly in
equity:
Share-based payments
26
26
26
Cancelation of shares
(1)
918
(917)
0
0
Release LTIP shares
65
(65)
0
0
Final cash dividend 2024
(349)
(349)
0
(349)
Interim cash dividend 2025
(214)
(214)
(2 14)
Repurchased shares
(1, 100)
(1, 100)
(1, 100)
Other movements
(20)
20
0
-
Balance at December 31, 2025
28
87
95
(110)
114
(587)
1, 171
798
0
79 8
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Note 1 – General and basis of preparation
General
Reporting entity
Wolters Kluwer N.V. (the company) with its subsidiaries (together referred to as ‘the group’
and individually as ‘group entities’) is a global provider of information, software solutions,
and services for professionals in the health, tax and accounting, financial and corporate
compliance, legal and regulatory, and corporate performance and ESG sectors. Our expert solutions
combine deep domain knowledge with technology to deliver both content and workflow automation
to drive improved outcomes and productivity for our customers.
The group maintains operations across the U.S. & Canada, Europe, Asia Pacific, and other regions
(referred to as ‘Rest of World’) . The company’s ordinary shares are quoted on Euronext Amsterdam
(WKL) and are included in the AEX, Euronext 100, and EURO STOXX 50 indices, among others.
The registered office of Wolters Kluwer N.V. is located at Zuidpoolsingel 2, Alphen aan den Rijn, the
Netherlands , with its statutory seat in Amsterdam and a registration with the Dutch Commercial
Register under number 33.202.517.
Statement of compliance
The consolidated financial statements have been prepared in accordance with the IFRS® Accounting
Standards (‘IFRS Accounting Standards’) and its interpretations, prevailing as of December 31,
2025, as endorsed for use in the European Union by the European Commission, and also comply
with Article 362.9 of Book 2 of the Dutch Civil Code.
These financial statements were authorized for issuance by the Executive Board and the
Supervisory Board on February 24, 2026. The adoption of the financial statements and the adoption
of the dividend are reserved for the shareholders in the Annual General Meeting of Shareholders on
May 21, 2026.
Consolidated financial statements
The consolidated financial statements of the company at and for the year ended December 31, 2025,
comprise the group and the group’s interest in associates. The material accounting policy
information applied in the preparation of these consolidated financial statements is set out in Note
2 – Material accounting policy information and the relevant respective notes to the consolidated
financial statements.
A list of subsidiaries has been filed with the Chamber of Commerce in The Hague, the Netherlands,
and is available from the company upon request. An overview of the significant subsidiaries is
included in Note 38 – Overview of significant subsidiaries.
Basis of preparation
Basis of measurement
The consolidated financial statements have been prepared under the historical cost basis except for
the following material items in the consolidated statement of financial position:
• Financial assets and financial liabilities (including derivative financial instruments and contingent
considerations) measured at fair value;
• Share-based payments; and
• Net defined employee benefit assets/liabilities.
Presentation currency
The consolidated financial statements are presented in euros and rounded to the nearest million,
unless otherwise indicated.
Use of estimates and judgments
The preparation of financial statements in conformity with the IFRS Accounting Standards requires
management to make estimates, judgments, and assumptions that affect the application of policies
and reported amounts of assets and liabilities, the disclosed amounts of contingent assets and
liabilities, and the reported amounts of income and expense. Refer to Note 3 – Accounting estimates
and judgments.
Going concern
The Executive Board has assessed the going concern assumption as part of the preparation of the
consolidated financial statements. The Executive Board believes that no events or conditions give
rise to doubt about the ability of the group to continue in operation for at least 12 months from the
end of the reporting period.
This conclusion is drawn based on knowledge of the group, the estimated economic outlook, and
related identified risk
s and uncertainties. Furthermore, the conclusion is based on a review of the
three-year strategic plan and next year’s budget, including expected developments in liquidity and
capital, which includes the evaluation of current credit facilities available, contractual and expected
maturities of financial liabilities, share buybacks, dividends, and covenants. Consequently, it was
concluded that it is reasonable to apply the going concern assumption for the preparation of the
consolidated financial statements.
Effect of new accounting standards
Except for the EU-endorsed amendments below, the group has consistently applied the accounting
policies set out in Note 2 – Material accounting policy information and the relevant respective notes
to the consolidated financial statements to all periods presented in these financial statements.
The group has applied the following amendments to IFRS Accounting Standards for the first time for
the annual reporting period commencing January 1, 2025:
• Lack of exchangeability (amendments to IAS 21).
The application of the above mentioned amendment has not had any impact on the amounts
reported or disclosed in these financial statements.
Notes to the consolidated financial statements
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Notes to the consolidated financial statements continued
Note 1 – General and basis of preparation continued
Effect of forthcoming accounting standards
The following forthcoming amendments are not yet effective for the year ended December 31, 2025,
and have not been early adopted in preparing these financial statements:
• Classification and measurement of financial instruments (amendments to IFRS 9 and
IFRS 7);
• Contracts referencing nature-dependent electricity (amendments to IFRS 9 and IFRS 7);
• IFRS 18 – Presentation and Disclosure in Financial Statements;
• IFRS 19 – Subsidiaries without Public Accountability: Disclosures; and
• Sale or contribution of assets between an investor and its associate or joint venture
(amendments to IFRS 10 and IAS 28).
IFRS 18 will replace IAS 1, for annual reporting periods beginning on or after January 1, 2027. The
new standard will retain many of the requirements from IAS 1 and will add new complementary
requirements to the existing ones. In addition, some of the IAS 1 requirements have been moved
to IAS 8 and IFRS 7, while minor amendments were affected for IAS 7 and IAS 33 (these amendments
will become effective when IFRS 18 is applied).
IFRS 18 will introduce new requirements to:
• Present specified categories and defined subtotals in the statement of profit or loss;
• Disclose management-defined performance measures (MPMs) in the notes to the financial statements;
and
• Improve aggregation and disaggregation of information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the
statement of cash flows when presenting operating cash flows under the indirect method.
The Group is currently working to identify all impacts the amendments will have on the primary
consolidated financial statements and notes to the consolidated financial statements.
The other amendments are not expected to have a significant impact on the consolidated financial
statements of the group.
Comparatives
The following restatements and reclassifications have been made to the comparative figures in the
current year, to improve insights:
• The cash used for settlement of net investment hedges has been reclassified from cash flows
from investing activities to cash flows from financing activities in the consolidated statement of
cash flows, the 2024 comparatives have been adjusted accordingly;
• The Finance, Risk & Regulatory Reporting business unit was transferred from the Corporate
Performance & ESG division to the Financial & Corporate Compliance division, and all relevant
comparative figures were updated accordingly (refer to Note 5 - Segment Reporting and Note 6 -
Revenues for more information);
• In Note 24 - Contract balances, a reclassification to the value of €106 million was made to the 2024
comparatives in the deferred income movement schedule, between the rows ‘New and existing
contracts with customers’ and ‘Recognized as revenues in the year on new and existing contracts’
(this adjustment had no impact on the year-end balances for deferred income, or on the revenue
recognized for the year); and
• In Note 24 - Contract balances, the 2024 comparatives of the remaining performance obligations
that are unsatisfied at the year-end was restated by €213 million, which only pertains to the
unbilled and unfulfilled part of this disclosure.
These reclassifications have had no impact on the comparative shareholders’ equity or comparative
profit for the year.
Note 2 – Material accounting policy information
Except for the changes explained in Note 1 – General and basis of preparation, the group has
consistently applied the material accounting policies to all periods presented in these consolidated
financial statements. The main principles for the determination and presentation of results and the
valuation and presentation of assets and liabilities are described in the relevant respective notes to
the consolidated financial statements.
Basis of consolidation
Subsidiaries
Subsidiaries are all entities controlled by the group. The group controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with the entity and can affect those
returns through its power over the entity. The principle of control is the basis for determining which
entities are consolidated in the consolidated financial statements.
Loss of control
Upon loss of control, the group derecognizes the assets and liabilities of the subsidiary, any
non-controlling interests, and the other components of equity related to the subsidiary. Any gain or
loss arising from the loss of control is recognized in profit or loss in divestment-related results.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each of the group entities are measured using the
currency of the primary economic environment in which the group entities operate (the functional
currency). The consolidated financial statements are presented in euros, which is the group’s
presentation currency.
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Notes to the consolidated financial statements continued
Note 2 – Material accounting policy information continued
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the group entities using
the exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting
from the settlement of such transactions during the year and from the translation of monetary
assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized
in profit or loss.
Foreign currency differences arising from the following items are recognized in other comprehensive
income:
• Qualifying cash flow hedges to the extent that the hedge is effective; and
• Qualifying net investment hedges on foreign operations to the extent that the hedge is effective.
Non-monetary assets and liabilities in a foreign currency that are measured in terms of historical
cost are translated using the exchange rates at the transaction dates. Non-monetary assets and
liabilities denominated in foreign currencies, that are stated at fair value, are translated to the
functional currency at the foreign exchange rates prevailing on the dates the fair value was determined.
Foreign operations
The assets and liabilities of group companies are translated to euros at foreign exchange rates
prevailing at the end of the reporting period. Income and expenses of group companies are
translated to euros at exchange rates on the transaction dates. All resulting exchange differences
are recognized as a component of other comprehensive income in the translation reserve.
When a foreign currency-denominated subsidiary or equity-accounted associate is disposed of,
exchange differences that were recognized in other comprehensive income prior to the sale are
reclassified to profit or loss as part of the gain or loss on divestments.
Net investment in foreign operations
Net investment in foreign operations includes equity financing and long-term intercompany loans
for which settlement is neither planned nor likely to occur in the foreseeable future. Exchange
differences arising from the translation of the net investment in foreign operations, and of related
hedges, are taken to the translation reserve of foreign operations in other comprehensive income.
Main currency exchange rates
rates to the euro
2025
2024
U.S. dollar (average)
1.13
1.08
U.S. dollar (at December 31)
1.04
Principles underlying the statement of cash flows
General
Bank overdrafts repayable on demand are included as cash and cash equivalents in the
consolidated statement of cash flows to the extent that they form an integral part of the group’s
cash management. However, in the consolidated statement of financial position, bank overdrafts
are presented separately as the offsetting criteria are not met.
Cash flows from operating activities
Cash flows from operating activities are calculated using the indirect method by adjusting
the consolidated profit for the year for items that are not cash flows and for autonomous
movements in working capital (excluding the impact of acquisitions/divestments, foreign exchanges
differences, and reclassifications to assets/liabilities classified as held for sale).
Cash flows from operating activities include receipts from customers, cash payments to employees
and suppliers, paid or received financing costs of operating activities (including interest paid and
received, the interest portion of lease payments, paid financing fees, and cash flows resulting from
derivatives not qualifying for hedge accounting), acquisition and divestment-related costs paid,
spending on restructuring provisions, and income taxes paid.
Cash flows from investing activities
Cash flows from investing activities are those arising from capital expenditure on and disposal of
other intangible assets and property, plant, and equipment, acquisitions and sale of subsidiaries
and equity-accounted associates, and dividends received.
Dividends received are receipts from equity-accounted associates and financial assets measured at
fair value through profit or loss or other comprehensive income.
Cash flows from financing activities
The cash flows from financing activities comprise the cash receipts and payments from issued and
repurchased shares, long-term debt instruments, short-term financing, repayments of the principal
portion of lease liabilities, dividends paid, and cash flows from the settlement of net investment
hedges. Dividends paid are to the owners of the company and the non-controlling interests.
Cash receipts and payments from the settlement of derivative financial instruments are classified in
the same manner as the cash flows of the hedged items. The group primarily uses derivatives for
hedging its net investments in U.S. dollar-denominated subsidiaries. As a result, cash receipts and
payments from the settlement of derivatives are classified under cash flows from financing
activities .
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Notes to the consolidated financial statements continued
Note 2 – Material accounting policy information continued
Financial instruments
Financial instruments comprise the following:
• Non-derivative financial assets and liabilities: financial assets at fair value through profit or loss,
trade and miscellaneous receivables, cash and cash equivalents, borrowings and bank overdrafts,
trade payables, and short- and long-term debt; and
• Derivative financial assets and liabilities: cross-currency interest rate swaps, net investment
hedges, and currency forwards.
The group recognizes non-derivative financial assets and liabilities on the trade date.
Note 3 – Accounting estimates and judgments
The preparation of the financial statements in conformity with the IFRS Accounting Standards
requires management to make estimates, judgments, and assumptions that affect the application of
policies and reported amounts of assets and liabilities, the disclosed amounts of contingent assets
and liabilities, and the reported amounts of income and expense, that are not clear from other
sources. The estimates, judgments, and underlying assumptions are based on historical experience
and other factors that are believed to be reasonable under the circumstances. Actual results may
differ from those estimates and may result in material adjustments in the next financial year(s).
The impact of climate-related matters was considered while preparing the financial statements,
with a focus on the potential financial impact on estimates and judgments related to the
impairment of non-financial assets. Hereby management considered the outcome of the double
materiality assessment and the group’s emissions reduction targets and associated abatement
plans. Management concluded that the financial impact of climate-related matters on estimates
and judgments is not material. For information on our climate-related resilience analysis, please
see Material impacts and their interaction with strategy and business model (SBM-3) in the
Sustainability Statements on pages 103 and 106.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised if the revision
affects only that period, or the period of the revision and future periods if the revision affects both
current and future periods. Judgments made by management in the application of IFRS Accounting
Standards that could have an effect on the financial statements and estimates with the risk of a
material adjustment in future years are further discussed in the corresponding notes to the
consolidated statements of profit or loss and financial position:
• Revenue recognition (see Note 6);
• Accounting for income taxes (see Note 15 and Note 22);
• Share-based payments (see Note 33); and
• Valuation, measurement, and impairment testing of goodwill and intangible assets other than
goodwill (see Note 8 and Note 17).
Management believes that these risks are adequately covered in its estimates and judgments.
Note 4 – Benchmark figures
Benchmark figures refer to figures adjusted for non-benchmark items and, where applicable,
amortization and impairment ofgoodwill and acquired identifiable intangible assets.
Adjustedfigures are non-IFRS compliant financial figures but are internally regarded as key
performance indicators to measure the underlying performance of the business. These figures
are presented as additional information and do not replace the information in the consolidated
financial statements.
Non-benchmark items in operating profit
Non-benchmark items relate to income and expenses arising from circumstances or transactions
that, given their size and/or nature, are clearly distinct from the ordinary activities of the group
and are excluded from the benchmark figures. Apart from amortization and impairment of
acquired identifiable intangible assets and impairment of goodwill, non-benchmark items in
operating profit include the items below. Refer also to Note 11 – Other gains and (losses).
Acquisition-related costs
Acquisition-related costs are non-recurring costs incurred by the group resulting from
acquisition activities. The acquisition-related costs are directly attributable to acquisitions,
suchas legal fees, broker/bank costs, and commercial and financial due diligence fees, and are
included in other gains and losses in the consolidated statement of profit or loss.
Additions to acquisition integration provisions
Additions to acquisition integration provisions are those non-recurring costs incurred by the
group to integrate activities acquired through business combinations, and are included in other
gains and losses in the consolidated statement of profit or loss.
Fair value changes of contingent considerations
Results from changes in the fair value of contingent considerations are not considered to be part
of the ordinary activities of the group, and are included in other gains andlosses in the
consolidated statement of profit or loss.
Divestment-related results
Divestment-related results are event-driven gains and losses incurred by the group from the
saleof subsidiaries and/or businesses. These results also include divestment expenses and
non-recurring restructuring expenses incurred for stranded costs, and are included in other
gains and losses in the consolidated statement of profit or loss.
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Notes to the consolidated financial statements continued
Note 4 – Benchmark figures continued
Other non-benchmark items
Other non-benchmark items, which cannot be classified in the categories above, relate to income
and expenses arising from circumstances or transactions that, given their size or nature,
areclearly distinct from the ordinary activities of the group, andare excluded from the
benchmark figures.
Non-benchmark items in financing results
Non-benchmark items in financing results (total other finance income/(costs)) include the below
items. Refer also to Note 14 – Financing results.
Book results and fair value changes of financial assets measured at fair value through profit
orloss
This caption includes fair value changes of financial assets measured at fair value through profit
orloss and any gain or loss on the sale of financial assets measured at fair value through profit
or loss.
Financing component employee benefits
Financing component employee benefits relates to net interest results on the net defined benefit
liability or asset of the group’s defined benefit pension plans and other long-term employee
benefit plans.
Unwinding of discount of contingent and deferred considerations
The unwinding of discount of contingent considerations is not considered to be part of the
ordinary activities of the group and are included in other finance income and costs.
Non-benchmark tax items in income taxexpense
This caption includes the income tax effect on non-benchmark items as defined above, and
onthe amortization and impairment of acquired identifiable intangible assets, as well as the
income taxexpense relating to any material changes in income taxlawsand income tax rates
inthe jurisdictions where the group operates.
Other non-benchmark items – Return on invested capital (ROIC)
Invested capital is defined as the summation of total assets excluding investments in equity-
accounted associates, deferred tax assets, non-operating working capital, and cash and cash
equivalents, minus current liabilities and non-current deferred income.
This total summation is adjusted for accumulated amortization on acquired identifiable
intangible assets, goodwill amortized pre-IFRS 2004, and goodwill written off to equity prior to
1996 (excluding acquired identifiable intangible assets/goodwill that have been impaired and/or
fully amortized), less any related deferred tax liabilities. The average invested capital is based on
five measurement points during the year.
Benchmark figures
in millions of euros, unless otherwise stated 2025 2024
Change in
actual
currencies
(%)
Change in
constant
currencies
(%)*
Revenues 6,125 5,916 4 7
Organic revenue growth (%) 6 6
Adjusted operating profit 1,687 1,600 5 9
Adjusted operating profit margin (%) 27.5 27.1
Adjusted net profit 1,225 1,185 3 6
Adjusted net financing costs (86) (62) 38 80
Adjusted free cash flow 1,348 1,276 6 10
Cash conversion ratio (%) 103 102
Benchmark tax rate (%) 23.6 23.1
Return on invested capital (ROIC) (%) 18.0 18.1
Net debt Note 28 4,024 3,134 28
Net-debt-to-EBITDA ratio 2.0 1.6
Diluted adjusted EPS (€) 5.29 4.97 6
Diluted adjusted EPS in constant currencies (€)* 5.47 5.01 9
Diluted adjusted free cash flow per share (€) 5.82 5.35 9 14
* Constant currencies at average euro-exchange rates of prior year. Refer to Note 2 – Material accounting policy
information and Glossary for more information.
Revenue bridge
€ million %
Revenues 2024 5,916
Organic change 325 6
Acquisitions 94 2
Divestments (29) (1)
Currency impact (181) (3)
Revenues 2025 6,125 4
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 4 – Benchmark figures continued
Reconciliation between operating profit and adjusted operating profit
2025 2024
Operating profit 1,735 1,441
Amortization and impairment of acquired identifiable
intangible assets and goodwill Note 13 157 149
Non-benchmark items in operating profit Note 11 (205) 10
Adjusted operating profit 1,687 1,600
Reconciliation between total financing results and adjusted net financing costs
2025 2024
Total financing results Note 14 (88) (65)
Non-benchmark items in total financing results Note 14 2 3
Adjusted net financing costs (86) (62)
Reconciliation between profit for the year and adjusted net profit
2025 2024
Profit for the year attributable to the owners of the company (A) 1,308 1,079
Amortization and impairment of acquired identifiable intangibleassets and
goodwill 157 149
Tax benefits on amortization and impairment of acquired identifiable
intangible assets (39) (38)
Non-benchmark items, net of tax (201) (5)
Adjusted net profit (B) 1,225 1,185
Summary of non-benchmark items
2025 2024
Included in operating profit:   
Other gains and (losses) Note 11 205 (10)
Included in total financing results:
Other finance income and (costs) Note 14 (2) (3)
Total non-benchmark items before tax 203 (13)
Tax benefits/(charges) on non-benchmark items (4) 18
Impact of changes in tax rates 2 0
Non-benchmark items, net of tax 201 5
Reconciliation between net cash from operating activities and adjusted free
cash flow
2025 2024
Net cash from operating activities 1,668 1,654
Net capital expenditure (303) (313)
Repayment of principal portion of lease liabilities Note 19 (58) (62)
Paid acquisition-related costs Note 8 25 7
Paid divestment expenses 10 5
Dividends received 1 1
Income tax paid/(received) on divested assets 5 (16)
Adjusted free cash flow (C) 1,348 1,276
Return on invested capital (ROIC)
in millions of euros, unless otherwise stated 2025 2024
Adjusted operating profit 1,687 1,600
Allocated tax (398) (370)
Net operating profit after allocated tax (NOPAT) 1,289 1,230
Average invested capital 7,183 6,788
ROIC (NOPAT/Average invested capital) (%) 18.0 18.1
Allocated tax is the adjusted operating profit multiplied by the benchmark tax rate.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 4 – Benchmark figures continued
Per share information
in euros, unless otherwise stated 2025 2024
Total number of ordinary shares outstanding at December 31
(in millions of shares) Note 32 226.2 234.4
Weighted-average number of ordinary shares (D)
(in millions of shares) Note 7 231.0 237.5
Diluted weighted-average number of ordinary shares (E)
(in millions of shares) Note 7 231.8 238.4
Adjusted EPS (B/D) 5.31 4.99
Diluted adjusted EPS (B/E) 5.29 4.97
Diluted adjusted EPS in constant currencies 5.47 5.01
Basic EPS (A/D) Note 7 5.66 4.54
Diluted EPS (A/E) Note 7 5.64 4.52
Adjusted free cash flow per share (C/D) 5.84 5.37
Diluted adjusted free cash flow per share (C/E) 5.82 5.35
Benchmark tax rate
in millions of euros, unless otherwise stated 2025 2024
Income tax expense Note 15 341 299
Tax benefits on amortization and impairment of acquired
identifiable intangible assets and goodwill 39 38
Tax benefits/(charges) on non-benchmark items (4) 18
Impact of changes in tax rates 2 0
Tax on adjusted profit (F) 378 355
Adjusted net profit (B) 1,225 1,185
Adjustment for non-controlling interests 0 0
Adjusted profit before tax (G) 1,603 1,540
Benchmark tax rate (F/G) (%) 23.6 23.1
Cash conversion ratio
in millions of euros, unless otherwise stated 2025 2024
Operating profit 1,735 1,441
Amortization, impairment, and depreciation Note 13 477 479
EBITDA 2,212 1,920
Non-benchmark items in operating profit Note 11 (205) 10
Adjusted EBITDA 2,007 1,930
Autonomous movements in working capital 104 82
Net capital expenditure (303) (313)
Book (profit)/loss on sale of non-current assets 0 (2)
Repayment of principal portion of lease liabilities Note 19 (58) (62)
Interest portion of lease payments Note 19 (7) (8)
Adjusted operating cash flow (H) 1,743 1,627
Adjusted operating profit (I) 1,687 1,600
Cash conversion ratio (H/I) (%) 103 102
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Notes to the consolidated financial statements continued
Note 5 – Segment reporting
in millions of euros, unless otherwise stated
Health
Tax & Accounting
Compliance
Financial & Corporate
Legal & Regulatory
Corporate Performance & ESG
segments
Total reportable
Corporate**
Total
reporting by segment
2025
2024
2025
2024
2025
2024*
2025
2024
2025
2024*
2025
2024
2025
2024
2025
2024
Revenues from contracts with third parties
1,596
1,584
1,660
1,561
1,239
1,228
1,005
946
625
597
6,125
5,916
-
-
6,125
5,916
Cost of revenues
(459)
(479)
(430)
(421)
(304)
(298)
(260)
(257)
(172)
(171)
(1,625)
(1,626)
-
-
(1,625)
(1,626)
Gross profit
1,137
1,105
1,230
1,140
935
930
745
689
453
426
4,500
4,290
0
0
4,500
4,290
Sales costs
(240)
(237)
(228)
(227)
(156)
(170)
(169)
(162)
(182)
(173)
(975)
(969)
-
-
(975)
(969)
General and administrative costs
(416)
(424)
(443)
(413)
(377)
(363)
(428)
(378)
(254)
(223)
(1,918)
(1,801)
(77)
(69)
(1,995)
(1,870)
Total operating expenses
(656)
(661)
(671)
(640)
(533)
(533)
(597)
(540)
(436)
(396)
(2,893)
(2,770)
(77)
(69)
(2,970)
(2,839)
Other gains and (losses)
(1)
(4)
(2)
(3)
223
1
(14)
(4)
(1)
-
205
(10)
-
-
205
(10)
Operating profit
480
440
557
497
625
398
134
145
16
30
1,812
1,510
(77)
(69)
1,735
1,441
Amortization of acquired identifiable intangible assets
31
34
25
19
35
36
35
27
31
31
157
147
-
-
157
147
Impairment of goodwill - 2
-
-
-
-
-
-
-
-
0
2
-
-
0
2
Non-benchmark items in operating profit
1
4
2
3
(223)
(1)
14
4
1
-
(205)
10
-
-
(205)
10
Adjusted operating profit
512
480
584
519
437
433
183
176
48
61
1,764
1,669
(77)
(69)
1,687
1,600
Amortization of other intangible assets and
depreciation of PPE and right-of-use assets
(44)
(47)
(80)
(80)
(60)
(67)
(66)
(64)
(56)
(49)
(306)
(307)
0
0
(306)
(307)
Impairment of other intangible assets, PPE, and
right-of-use assets
(2)
(13)
(2)
(4)
(8)
(4)
(1)
(2)
(1)
-
(14)
(23)
0
0
(14)
(23)
Goodwill and acquired identifiable intangible assets at
December 31
1,133
1,300
1,531
1,656
1,380
1,287
1,258
755
617
650
5,919
5,648
-
-
5,919
5,648
Net capital expenditure
41
43
71
68
63
77
54
53
74
72
303
313
0
0
303
313
Number of FTEs at December 31
3,571
3,401
6,790
7,159
3,126
3,917
4,388
4,147
2,551
2,428
20,426
21,052
141
148
20,567
21,200
* The comparative figures were updated to reflect the transfer of the Finance, Risk & Regulatory Reporting unit from Corporate Performance & ESG division to the Financial & Corporate Compliance division. See Note 1 - General and
basis of preparation.
** The corporate function does not represent an operating segment.
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Notes to the consolidated financial statements continued
Note 5 – Segment reporting continued
Material accounting policy information
An operating segment is a component of the group that engages in business activities from
which it may earn revenues and incur expenses. The five global operating divisions are based on
strategic customer segments: Health; Tax & Accounting; Financial & Corporate Compliance; Legal
& Regulatory; and Corporate Performance & ESG. This segment information is based on the
group’s management and internal reporting structure. All operating segments are regularly
reviewed by the Executive Board, defined as the group’s chief operating decision-maker, to make
decisions about resources to be allocated to the segments and to assess their performance to
the extent whereby discrete financial information is available. Corporate functions are partly
executed by the company and partly by other group entities, including US-based entities. At the
same time, the company employs staff and has expenses that belong to operating segments.
Therefore, there is no direct reconciliation between the corporate function, as disclosed in Note
5, and the company-only financial statements.
The Executive Board reviews the financial performance of the operating segments and the
allocation of resources based on revenues and adjusted operating profit. Revenues from internal
transactions between the operating segments are conducted at arm’s length with terms
equivalent to comparable transactions with third parties. These internal revenues are limited
and therefore excluded from the segment reporting table.
Segment results reported to the Executive Board include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis. Costs (and associated FTEs) and net
capital expenditure incurred on behalf of the segments by Global Business Services and Digital
eXperience Group are allocated to the operating segments. Non-current interest-bearing
liabilities and deferred tax liabilities are not considered to be segment liabilities as these are
primarily managed by the corporate treasury and tax functions. Operating working capital is not
managed at the operating segment level, but at a country or regional level.
Total non-current assets per geographic region
2025
2024
in millions of euros, unless otherwise stated
%
%
The Netherlands
599
9
703
11
Europe (excluding the Netherlands)
2,060
30
1,642
24
U.S. and Canada
4,165
60
4,352
64
Asia Pacific
79
1
71
1
Rest of World
17
0
17
0
Total
6,920
100
6,785
100
Non-current assets per region exclude deferred tax assets and derivative financial instruments.
Other disclosures
For both 2025 and 2024, there are no customers with revenues that exceed 10% of the group’s total
revenues.
For the revenues per geographic region, refer to Note 6 – Revenues.
Note 6 – Revenues
2025
2024
Revenues from contracts with third parties
6,125
5,916
Material accounting policy information
Subscriptions
Revenues related to subscriptions are recognized over the period in which the goods are
transferred and/or content is made available online and when the goods and/or content
involved are similar in value to the customer over time. Subscription income received or
receivable in advance of the delivery of goods and/or content is presented as deferred income
(a contract liability) in the consolidated statement of financial position.
Licenses
License fees for the use of the group’s software products and/or services are recognized
in accordance with the substance of the agreement. Revenues from licenses representing a right
to access are recognized over time on a straight-line basis. In case a right-to-access license is
invoiced to a customer as a one-time upfront fee, revenue is recognized over a period of
between 12 and 60 months depending on the nature of the license. In case of a transfer of rights
(i.e., right-to-use license), which permits the licensee to exploit those rights freely and the group
as a licensor has no remaining obligations to perform after delivery, revenues are recognized at
the time the control of the license is transferred to a customer, considering any significant
customer acceptance clauses.
Goods
Revenues from the sale of goods are recognized at a point in time upon shipment or upon
delivery when control is transferred to a customer, provided that ultimate collectability and final
acceptance by the customer are reasonably assured.
When goods are sold with a right to return, the group recognizes the revenues of the transferred
goods for the amount the group expects to be entitled to, a refund contract liability, and an asset
for the group’s right to recover goods on settling the refund contract liability.
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Notes to the consolidated financial statements continued
Note 6 – Revenues continued
Services
Revenues from providing services are recognized in the period in which the related performance
obligations are satisfied. For fixed-price contracts, revenues are recognized based on the actual
service provided as a proportion of the total services to be provided because the customer
receives and uses the benefits simultaneously. In case of fixed-price contracts, the customer
pays the fixed amount based on a payment schedule. If the contract includes an hourly fee,
revenues are recognized in the amount to which the group has a right to invoice.
Implementation services
Revenues from providing implementation services are based on input or output methods,
subject to contractual arrangements, and are recognized over the implementation period, or
upon full completion of the implementation, depending on when the customer can benefit from
the service.
Multi-element contracts
There are arrangements that include various combinations of performance obligations, such as
software licenses, services, training, hosting, and implementation. A performance obligation is
only distinct if the customer can benefit from goods and/or services on their own or together
with other resources that are readily available to the customer, and the promise to transfer
goods and/or services is separately identifiable from other promises in the contract. Goods and/
or services that are not distinct are bundled with other goods and/or services in the contract,
until a bundle of goods and/or services is created that is distinct, resulting in a single
performance obligation.
Where performance obligations are satisfied over different periods of time, revenues are
allocated to the respective performance obligations based on relative stand-alone selling prices
at contract inception, and revenues are recognized as each performance obligation is satisfied.
Agent/principal arrangements
If the group acts as an agent, whereby the group sells goods and/or services on behalf of
a principal, the group recognizes the amount of the net consideration as revenues. If the group
acts as a principal, the group recognizes the gross consideration for the specific goods and/or
services transferred.
Variable consideration
Discounts, return of goods and/or services, usage-based prices, and index-based pricing
are the most common forms of variable considerations within the group. Discounts are often
contractually agreed and allocated to all distinct performance obligations, unless there is a
specific discount policy for a performance obligation. Volume-related discounts, return of goods
and/or services, and usage-based prices are estimated at contract inception and periodically
reassessed during the contract term. The group considers normal price increases based on local
inflation rates or customary business practices as compensation for cost price increases and not
as variable consideration. Considerations are recognized pro rata over the term of the contract in
case the group estimates at contract inception that price increases are beyond compensation for
cost price increases.
Financing components
As a practical expedient, the group does not adjust the consideration for the effects of a
significant financing component if the group expects that the period between the transfer of the
promised goods and/or services to the customer and payment by the customer is one year or
less. The group has no significant contracts with a period of one year or more between the
transfer of goods and/or services and the payment of the consideration. Consequently, the group
does not adjust transaction prices for the time value of money.
Cost of revenues
Cost of revenues comprises directly attributable costs of goods and/or services sold.
For digital products and services, cost of revenues may include data maintenance, hosting,
license fees, royalties, product support, employee benefit expenses, subcontracted work,
training, and other costs incurred to support and maintain the products, applications,
and/or services.
For print products, cost of revenues may include cost for paper, printing and binding, royalties,
employee benefit expenses, subcontracted work, shipping costs, and other incurred costs.
Estimates and judgments
IFRS 15 – Revenue from Contracts with Customers requires management to make estimates and
judgments on the characteristics of a performance obligation, (un)bundling of multi-element
arrangements, and whether revenues should be recognized over time or at a point in time. In
addition, management makes estimates of the stand-alone selling prices of performance
obligations, variable considerations, and product and contract lives.
When another party is involved in providing goods and/or services to a customer, management
makes a judgment whether the promise to the customer is a performance obligation by the
group (i.e., acting as a principal) or by another party (i.e., acting as an agent). The group acts
mostly as the principal in its customer contracts.
For the judgments applied to the incremental cost to obtain a contract, refer to
Note 24 – Contract balances.
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Notes to the consolidated financial statements continued
Note 6 – Revenues continued
Disaggregation of revenues
Revenues by recognition pattern and contract length
Health
Tax & Accounting
Compliance
Financial & Corporate
Legal & Regulatory
Corporate
Performance & ESG
Total
reporting by segment
2025
2024
2025
2024
2025
2024*
2025
2024
2025
2024*
2025
2024
Revenue per recognition pattern
At a point in time recognition
257
259
186
197
383
379
248
252
52
70
1,126
1,157
Over time recognition
1,339
1,325
1,474
1,364
856
849
757
694
573
527
4,999
4,759
Revenues from contracts with third parties
1,596
1,584
1,660
1,561
1,239
1,228
1,005
946
625
597
6,125
5,916
Revenue per contract length
Contracts one year or less
956
1,010
1,524
1,404
946
920
725
685
293
306
4,444
4,325
Multi-year contracts
640
574
136
157
293
308
280
261
332
291
1,681
1,591
Revenues from contracts with third parties
1,596
1,584
1,660
1,561
1,239
1,228
1,005
946
625
597
6,125
5,916
Revenues by media format
Health
Tax & Accounting
Compliance
Financial & Corporate
Legal & Regulatory
Corporate
Performance & ESG
Total
reporting by segment
2025
2024
2025
2024
2025
2024*
2025
2024
2025
2024*
2025
2024
Digital
1,459
1,427
1,590
1,495
699
701
877
815
625
597
5,250
5,035
Services
3
4
36
34
535
522
10
9
0
0
584
569
Print
134
153
34
32
5
5
118
122
-
-
291
312
Revenues from contracts with third parties
1,596
1,584
1,660
1,561
1,239
1,228
1,005
946
625
597
6,125
5,916
Recurring/non-recurring revenues
Health
Tax & Accounting
Compliance
Financial & Corporate
Legal & Regulatory
Corporate
Performance & ESG
Total
reporting by segment
2025
2024
2025
2024
2025
2024*
2025
2024
2025
2024*
2025
2024
Recurring revenues
1,476
1,449
1,526
1,431
841
824
804
746
463
418
5,110
4,868
Non-recurring revenues
120
135
134
130
398
404
201
200
162
179
1,015
1,048
Revenues from contracts with third parties
1,596
1,584
1,660
1,561
1,239
1,228
1,005
946
625
597
6,125
5,916
* The comparative figures were updated to reflect the transfer of the Finance, Risk & Regulatory Reporting unit from Corporate Performance & ESG division to the Financial & Corporate Compliance division. See Note 1 - General and
basis of preparation.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 6 – Revenues continued
Revenues by type
Digital and service subscription
4,700
2025
4,458
2024
Print subscription
118
125
Other recurring
292
285
Total recurring revenues
5,110
4,868
Print books
115
120
Transactional - Financial & Corporate
Compliance*
343
336
Transactional - Legal & Regulatory*
104
100
Other non-recurring**
453
492
Total non-recurring revenues
1,015
1,048
Revenues from contracts with third parties
6,125
5,916
*
In the prior year, transactional revenues were disaggregated between Legal Services and Financial Services.
However, this presentation has been changed in 2025, and is now disaggregated at the divisional level.
**
Other non-recurring revenues include software licenses, software implementation fees, professional services,
and other non-subscription offerings.
Revenues per geographic region
2025
2024
in millions of euros, unless otherwise stated
%
%
The Netherlands
261
4
248
4
Europe (excluding the Netherlands)
1,533
25
1,415
24
U.S. and Canada
3,860
63
3,791
64
Asia Pacific
352
6
351
6
Rest of World
119
2
111
2
Revenues from contracts with third parties
6,125
100
5,916
100
Note 7 – Earnings per share
The group presents basic and diluted earnings per share data for its ordinary shares.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit for the year attributable to the ordinary
equity holders of the company by the weighted-average number of ordinary shares outstanding
during the year after adjusting for treasury shares.
Profit for the year
2025
2024
Profit for the year attributable to the owners of the company (A)
1,308
1,079
Weighted-average number of ordinary shares for the year
In millions of shares, unless otherwise stated
2025
2024
Outstanding ordinary shares at January 1
Note 32
238.5
248.5
Effect of cancelation of shares
(1.7)
(2.9)
Effect of repurchased shares
(5.8)
(8.1)
Weighted-average number of ordinary shares (B)
231.0
237.5
Basic EPS (A/B) (€)
5.66
4.54
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit for the year attributable to
ordinary equity holders of the company by the diluted weighted-average number of ordinary shares
outstanding during the year after adjusting for treasury shares and for the effects of all dilutive
potential ordinary shares, which consist of LTIP and RSU shares granted.
Diluted weighted-average number of ordinary shares for the year
In millions of shares, unless otherwise stated
2025
2024
Weighted-average number of ordinary shares (B)
231.0
237.5
Effect of long-term incentive plan (LTIP)
0.8
0.9
Diluted weighted-average number of ordinary shares (C)
231.8
238.4
Diluted EPS (A/C) (€)
5.64
4.52
Note 8 – Acquisitions and divestments
Acquisitions
Estimates and judgments
The fair value of the assets, liabilities, and contingent liabilities of a business combination
should be measured within 12 months from the acquisition date. For some acquisitions,
provisional fair values have been included in the consolidated statement of financial position.
If the final valuation of the acquired assets and liabilities assumed is still pending at year end, it
will be completed within the 12-month timeframe. Actual valuation of these assets, liabilities,
and contingent liabilities may differ from the provisional valuation.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 8 – Acquisitions and divestments continued
When a business combination agreement provides for an adjustment to the cost of the
transaction, contingent on future events (such as earnout arrangements), the group includes an
initial fair value of that adjustment in the cost of the transaction at the acquisition date if the
adjustment is probable and can be measured reliably. The initial and subsequent measurement
will usually be based on estimates of future results of the business combination. Actual results
may differ from those estimates and may result in material adjustments in the next financial
year(s). Subsequent changes to the fair value are recognized in profit or loss, based on a periodic
reassessment of the contingent consideration.
General
On March 13, 2025, Wolters Kluwer Financial & Corporate Compliance completed the acquisition
of 100% of the shares of Registered Agent Solutions, Inc. (‘RASi’) for €386 million in cash. The
transaction had no deferred and contingent considerations. The acquisition will expand the
presence of FCC Legal Services (CT Corporation) with small businesses, middle-market companies,
and law firms in the U.S. RaSi serves thousands of customers across all 50 U.S. states and the
District of Columbia. Founded in 2002, RaSi is headquartered in Austin, Texas, and employed
approximately 180 professionals. In addition to registered agent services, the company provides
a suite of corporate services including business licenses, UCC search and filing, beneficial ownership
filing, business formation services, and entity management and compliance solutions.
On June 11, 2025, Wolters Kluwer Legal & Regulatory completed the acquisition of 100% of the
shares of Brightflag, a global cloud-based provider of AI-powered legal spend and matter
management software, for €436 million in cash. The acquisition will strengthen Wolters Kluwer
Legal & Regulatory’s presence among mid-size corporations in the U.S. and Europe. Wolters Kluwer
Legal & Regulatory ELM Solutions traditionally serves large corporations and their law firms.
Founded in 2014, Brightflag is an AI-powered legal operations platform designed to streamline
matter management, control legal spend, and enhance collaboration between corporate legal
departments and outside counsel. The company is headquartered in Dublin, Ireland, and had 155
full-time employees who joined Wolters Kluwer’s Legal & Regulatory division.
On May 2, 2025, Wolters Kluwer Legal & Regulatory acquired Inisoft Group, s.r.o. (Inisoft), a Czech
provider of regulatory compliance software for the waste management sector, for €8 million in
cash and deferred consideration of €1 million. The company’s solutions are used by over 3,600
customers, including government agencies, municipalities, waste management providers and other
businesses. Inisoft’s solutions, including Envita, facilitate compliance with national and local laws
and regulations for the disposal of waste, including tracking and reporting of waste data. Founded
in 1992, Inisoft had 68 employees who became part of Wolters Kluwer Legal & Regulatory’s Czech
and Slovakian unit.
On May 30, 2025, Wolters Kluwer Health acquired IntelliLearn Pty Ltd. (IntelliLearn), a provider
of online courseware solutions for nursing schools in Australia and the U.S., for €7 million cash.
IntelliLearn will become part of Wolters Kluwer’s Health, Learning, Research & Practice (HLRP)
business, a leader in nursing education and practice solutions. Founded in 2010 and based in
Adelaide, Australia, IntelliLearn’s cloud-based solutions are used by educational institutions in
Australia, New Zealand, Canada, and the U.S. The company brought seven full-time employees to
Wolters Kluwer Health as well as a network of contract workers.
On November 19, 2025, Wolters Kluwer Legal & Regulatory completed the acquisition of 100% of
the shares of Libra Technology GmbH (Libra), a Berlin-based provider of AI technology for legal
professionals, for up to €90 million, of which €30 million is an upfront payment with the balance
being deferred consideration contingent upon reaching certain performance targets. The fair value
of this deferred contingent consideration is €47 million at December 31, 2025. The combination of
Libra’s legal AI assistant technology with Wolters Kluwer’s trusted, authoritative, AI-enhanced legal
content, will deliver a powerful, all-in-one solution for legal research, drafting, review and document
analysis. Libra Technology GmbH was founded in 2023 and had 15 employees, all of whom will be
joining Wolters Kluwer Legal & Regulatory.
In addition, other smaller acquisitions were completed during the year, with a combined total
consideration of €8 million (2024: €10 million), including deferred and contingent considerations.
The fair values of the identifiable assets and liabilities of the acquisitions, as reported at December
31, 2025, are provisional, but no material deviations from these fair values are expected.
The goodwill relating to the 2025 acquisitions represents future economic benefits specific
to the group arising from assets that do not qualify for separate recognition as intangible assets.
These benefits include revenues from expected new customers and from new capabilities of the
acquired product platforms, as well as expected synergies that will arise following the acquisitions.
Of the goodwill recognized in 2025, none was deductible for income tax purposes (2024: none).
In 2024, the group acquired Finca in the Tax & Accounting division and a few smaller businesses.
Acquisition spending
In 2025, total acquisition spending, net of cash acquired, was €871 million (2024: €335 million),
including deferred and contingent consideration payments of €2 million (2024: €3 million). In 2025,
acquisition-related costs amounted to €25 million (2024: €7 million).
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 8 – Acquisitions and divestments continued
Acquisitions
2025
2024
Other Recognized Recognized
RASi
Brightflag
acquisitions values values
Consideration payable in cash
386
436
52
874
357
Deferred and contingent considerations at fair value:
Non-current
-
-
49
49
-
Current
-
-
-
0 -
Total consideration
386
436
101
923
357
Intangible assets other than goodwill
Note 17
-
-
-
0
0
Fair value adjustments of acquired identifiable intangible assets
Note 17
179
179
69
427
185
Note
Other non-current assets
18/19
3
2
0
5
4
Current assets
16
11
2
29
33
Current liabilities
(23)
(14)
(8)
(45)
(12)
Non-current liabilities
Note 28
(3)
0
(1)
(4)
(4)
Employee benefits
-
-
0
0
(1)
Deferred tax assets/(liabilities)
(23)
(22)
(18)
(63)
(45)
Fair value of net identifiable assets
149
156
44
349
160
Goodwill on acquisitions
Note 17
237
280
57
574
197
Cash effect of acquisitions:
Consideration payable in cash
874
357
Cash acquired
(5)
(25)
Deferred and contingent considerations paid
Note 29
2
3
Acquisition spending, net of cash acquired
871
335
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 8 – Acquisitions and divestments continued
Contribution of 2025 acquisitions
Adjusted
FTEs at
operating Profit for the
December 31,
Revenues profit
year
2025
Totals excluding the impact of 2025 acquisitions
6,063
1,670
1,308
20,111
Contribution of 2025 acquisitions
62
17
0
456
Totals for the year 2025
6,125
1,687
1,308
20,567
Pro forma contribution of 2025 acquisitions for the
period January 1, 2025, up to acquisition date
27
4
(14)
Pro forma totals for the year 2025
6,152
1,691
1,294
20,567
The above information does not purport to represent what the actual results would have been,
had the acquisitions been concluded on January 1, 2025, nor is the information necessarily
indicative for future results of the acquired operations. In determining the contribution of the
acquisitions, management has assumed that the fair value adjustments that arose on the date of
the acquisition would have been the same if the acquisition had occurred on January 1, 2025.
Deferred and contingent considerations
The acquisitions completed in 2025 resulted in a maximum achievable undiscounted deferred and
contingent consideration of €62 million. The fair value of this deferred and contingent consideration
amounted to €49 million at acquisition date and €49 million at December 31, 2025.
For further disclosure on deferred and contingent considerations, refer to Note 29 – Financial risk
management.
Provisional fair value accounting
The fair values of the identifiable assets and liabilities will be revised if new information, obtained
within one year from the acquisition date about facts and circumstances that existed at the
acquisition date, causes adjustments to the above amounts, or for any additional provisions that
existed at the acquisition date. During 2025, there were immaterial changes in purchase price
accounting for 2024 acquisitions. Reference is made to Note 17 – Goodwill and intangible assets
other than goodwill.
Divestments
Material accounting policy information
The amount of goodwill allocated to a divested business is based on its relative value compared
to the value of the group of cash-generating units to which the goodwill belongs.
General
On November 28, 2025, Wolters Kluwer Financial & Corporate Compliance completed the divestment
of the Finance, Risk & Regulatory Reporting (FRR) unit to Regnology Group GmbH for an enterprise
value of €450 million, subject to closing conditions and contractual adjustments. The divestment
will allow FCC to concentrate its efforts and investments on developing its existing positions in U.S.
banking compliance and corporate legal and compliance services.
In total, net divestment proceeds amounted to €399 million.
In 2024, net divestment proceeds from two small divestments amounted to €1 million, for the most
part relating to the divested Health business LDI.
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Notes to the consolidated financial statements continued
Note 8 – Acquisitions and divestments continued
Divestments
Divestment of operations:
2025
2024
Consideration receivable in cash
415
1
Deferred divestment consideration receivable
4
0
Consideration receivable
419
1
Intangible assets
198
3
Other non-current assets
7
0
Current assets
35
3
Current liabilities
(69)
(6)
Deferred tax assets/(liabilities)
1
(1)
Non-current liabilities
(7)
-
Net identifiable assets/(liabilities)
165
(1)
Reclassification of foreign exchange differences on loss of
control to profit or loss, previously recognized in other
comprehensive income
(4)
1
Book profit/(loss) on divestments of operations
250
3
Divestment-related costs
(16)
(5)
Restructuring of stranded costs following divestments
Note 31
(3)
(1)
Divestment-related results included in other gains and (losses)
Note 11
231
(3)
Cash effect of divestments:
Consideration receivable in cash
415
1
Cash included in divested operations
(16)
0
Receipts from divestments, net of cash disposed
399
1
In the consolidated statement of cash flows, the book profit/(loss) on divestment of operations is
reported under book (profit)/loss on divestment of operations and non-current assets.
Note 9 – Sales costs
2025
2024
Marketing and promotion costs
248
258
Sales-related costs – sales commissions directly expensed
165
171
Sales-related costs – amortization of capitalized sales
commissions
Note 24
29
29
Other sales-related costs
414
407
Customer support costs
94
86
Additions to and releases from loss allowances on trade
receivables and unbilled revenues
Note 24
25
18
Total
975
969
Material accounting policy information
Sales costs relate to direct internal employee benefit expenses and direct external costs, incurred
for marketing and sales activities, as well as the additions to and releases from loss allowances
on trade receivables and unbilled revenues based on lifetime expected credit losses.
Sales costs include sales commissions directly expensed as incurred and the amortization
of capitalized sales commissions that qualify as cost to obtain a contract. As a practical
expedient, the group recognizes the incremental cost of obtaining a contract as an expense if the
amortization period of the asset that the group otherwise would have recognized is one year or
less. If sales commissions are granted for bundled and/or multi-element contracts in which the
predominant consideration element is recognized for performance obligations satisfied at a point
in time, the sales commissions are expensed when incurred.
In addition, sales commissions that are commensurate or based on generic performance
indicators and/or net targets are expensed when incurred.
For all other commission plans on new sales targets, the amortization period ranges between
one and five years, depending on the nature of the underlying promise in the contract with the
customer, unless the underlying non-cancelable contract period for a right-to-access license
is longer than five years. In those situations, the longer non-cancelable contract period of the
license contract prevails as the amortization period.
Other sales-related costs relate to employee benefit expenses other than sales commissions,
next to external sales-channel costs.
Estimates and judgments
The group determines the additions to and releases from loss allowances on trade receivables and
unbilled revenues by making assumptions and estimating the risk of default and expected loss rates
at contract inception over the expected life of the financial instrument, using the group’s historically
incurred losses and existing market conditions, as well as forward-looking information at the end of
each reporting period. Refer to Note 24 – Contract balances for more information.
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Notes to the consolidated financial statements continued
Note 10 – General and administrative costs
2025
2024
Research, development, and editorial costs
724
688
General and administrative operating expenses
1,114
1,033
Amortization and impairment of acquired identifiable
intangible assets and goodwill
Note 13
157
149
Total
1,995
1,870
Material accounting policy information
General and administrative costs include costs that are neither directly attributable to cost
of revenues nor to sales costs. These costs include product research and development costs,
editorial costs, information technology costs, general overhead costs, amortization of acquired
identifiable intangible assets, amortization of other intangible assets, depreciation of property,
plant, and equipment, depreciation of right-of-use assets, and impairment of goodwill,
intangible assets other than goodwill, property, plant, and equipment, and right-of-use assets.
Note 11 – Other gains and (losses)
2025
2024
Acquisition-related costs
Note 8
(25)
(7)
Additions to acquisition integration provisions
Note 31
(1)
0
Fair value changes of contingent considerations
Note 29
0
0
Divestment-related results
Note 8
231
(3)
Total
205
(10)
Material accounting policy information
Other gains and losses relate to items which are different in their nature or frequency from
operating items. These include divestment-related results (including directly attributable
divestment costs), additions to provisions for restructuring of stranded costs following
divestments, acquisition-related costs, additions to acquisition integration provisions, and
subsequent fair value changes of contingent considerations. See also Note 4 – Benchmark figures.
Note 12 – Employee benefit expenses
in millions of euros, unless otherwise stated
2025
2024
Salaries and wages and other benefits
2,025
1,963
Social security charges
173
167
Medical cost benefits
115
102
Expenses related to defined contribution plans
109
105
Expenses related to defined benefit plans
Note 30
17
(10)
Equity-settled share-based payments
Note 33
26
31
Total
2,465
2,358
Employees
Headcount at December 31
21,066
21,635
Thereof employed in the Netherlands
1,146
1,180
In full-time equivalents at December 31
20,567
21,200
In full-time equivalents average per annum
21,050
21,167
Note 13 – Amortization, impairment, and depreciation
2025
2024
Amortization of acquired identifiable intangible assets
Note 17
157
147
Impairment of goodwill
Note 17
- 2
Amortization of other intangible assets
Note 17
227
223
Impairment of other intangible assets
Note 17
14
22
Depreciation of property, plant, and equipment
Note 18
24
24
Impairment of property, plant, and equipment
Note 18
0
1
Depreciation of right-of-use assets
Note 19
55
60
Total
477
479
For further disclosure on estimates and judgments, refer to Note 17 – Goodwill and intangible assets
other than goodwill and Note 19 – Leasing.
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Notes to the consolidated financial statements continued
Note 14 – Financing results
Financing income
2025
2024
Interest income for financial assets measured at amortized cost:
Interest income on short-term bank deposits
24
45
Interest income on bank balances and other
Other financing income:
5
7
Derivatives – foreign exchange contracts, not qualifying as hedge
0
0
Total financing income
29
52
Financing costs
Interest expense for financial liabilities measured at amortized cost:
Interest expense on Euro Commercial Paper program and bank borrowings
(6)
(6)
Interest expense on bonds and private placements
(101)
(80)
Amortization of fee expense for debt instruments
Note 28
(3)
(3)
Interest expense on bank overdrafts and other
Other financing expense:
(3)
(4)
Unwinding of discount of lease liabilities
Note 28
(7)
(8)
Derivatives – foreign exchange contracts, not qualifying as hedge
(1)
0
Net foreign exchange gains/(losses)
10
(9)
Items in hedge relationships:
Interest rate swaps
(4)
(4)
Foreign exchange gains/(losses) on loans subject to cash flow hedge
14
5
Net change in fair value of cash flow hedges reclassified from other
comprehensive income
(14)
(5)
Total financing costs
(115)
(114)
Net financing results
(86)
(62)
Other finance income and (costs)
Divestment-related results on financial assets
Note 8
-
-
Unwinding of discount of contingent considerations
0
-
Financing component employee benefits
Note 30
(2)
(3)
Total other finance income and (costs)
(2)
(3)
Total financing results
(88)
(65)
Note 15 – Income tax expense
2025
2024
Current income tax expense
360
323
Adjustments previous years
(4)
(12)
Deferred tax expense:
Changes in tax rates
(2)
0
Origination and reversal of temporary differences
(13)
(12)
Movements in deferred tax assets and liabilities
Note 22
(15)
(12)
Total
Note 22
341
299
Material accounting policy information
Deferred tax assets and liabilities, including those associated with right-of-use assets and lease
liabilities, are offset if there is a legally enforceable right to offset current income tax assets and
liabilities, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current income tax assets and
liabilities on a net basis or their tax assets and liabilities will be realized simultaneously.
Uncertain tax positions are assessed at a fiscal unity level. If it is probable that a tax authority
will accept an uncertain tax position in the income tax filing, the group determines its accounting
tax position consistent with the tax treatment used or planned to be used in its income tax filing.
If this is not probable, the group reflects the effect of uncertainty in determining its accounting
tax position using either the most likely amount or the expected value method, depending
on which method better predicts the resolution of the uncertainty.
Estimates and judgments
Income tax is calculated based on income before tax, considering the local tax rates and
regulations. For each operating entity, the current income tax expense is calculated and
differences between the accounting and tax base are determined, resulting in deferred tax assets
or liabilities. These calculations may deviate from the final tax assessments. A deferred tax asset
is recognized for deductible temporary differences and the carry-forward of unused tax losses
and unused tax credits to the extent that it is probable that future taxable profit will be
available. Management assesses the probability that taxable profit will be available against
which the unused tax losses or unused tax credits can be utilized.
In determining the amount of current and deferred tax, the group considers the impact of
uncertain tax positions and whether additional taxes, penalties, and interest may be due.
The group believes that its current income tax liabilities are adequate for all open tax years
based on its assessment of many factors, including interpretations of tax laws and rules, and
prior experience. The group operates in several countries with different tax laws and rules.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 15 – Income tax expense continued
Considering this complex multinational environment in which the group operates, global
transfer pricing policies are implemented for transactions between members of the group.
These transactions are documented as required by international standards. However, local tax
authorities might challenge these transactions. The group considers potential challenges and
accounts for potential uncertain tax positions.
The assessment for uncertain tax positions relies on estimates and assumptions, based on the
judgments of tax professionals within the group, supplemented by external tax advisors, and
may involve a series of estimates about future events. New information may become available
that causes the group to change its estimate regarding the adequacy of existing income tax
liabilities. Such changes to income tax liabilities will impact the income tax expense, positively
or negatively, in the consolidated statement of profit or loss in the period that such a
determination is made.
Changes in tax rates are considered if these tax rate changes are substantially enacted before
year end.
Governments are expected to introduce changes in tax law following Organisation for Economic
Co-operation and Development (OECD), EU, and other international guidelines. Reported income
tax amounts will therefore be subject to continued judgment, estimation uncertainty, and
measurement adjustments.
International tax reform – Pillar II Model Rules
On December 19, 2023, the government of the Netherlands enacted the Pillar II Global Minimum
Tax legislation effective from January 1, 2024. Under the legislation, the company is required to pay
in the Netherlands, or the subsidiary in the subsidiary country, a top-up tax on profits of its
subsidiaries that are taxed at an effective corporate income tax rate of less than 15%. The main
jurisdiction in which exposures to this tax exists is Ireland. The effective tax rate for the group
is approximately 0.2% higher, considering certain adjustments that are required applying the
legislation. As the enacted legislation was effective from January 1, 2024, there is a current tax
impact for the years ended December 31, 2024, and 2025.
The group has applied a temporary mandatory relief from deferred tax accounting for the impacts
of the top-up tax and accounts for it as a current tax when incurred.
The group continues to assess the impact of the Pillar II Global Minimum Tax legislation on its
future financial performance.
Reconciliation of the effective tax rate
The group’s effective tax rate in the consolidated statement of profit or loss differs from the Dutch
statutory income tax rate of 25.8%. The table below reconciles the Dutch statutory income tax rate
with the effective income tax rate in the consolidated statement of profit or loss:
%
2025
%
2024
Profit before tax
1,649
1,378
Income tax expense at the Dutch statutory income tax rate
25.8
426
25.8
356
Tax effect of:
Rate differential
(2.3)
(38)
(3.1)
(42)
Tax incentives, exempt income, and divestments
(5.0)
(81)
(2.0)
(27)
Recognized and unrecognized tax losses
0.6
10
0.5
6
Adjustments previous years
(0.2)
(4)
(0.8)
(12)
Changes in income tax rates
(0.1)
(2)
0.0
0
Other taxes
0.9
15
1.1
15
Pillar Two Global Minimum Tax
0.2
3
0.3
5
Non-deductible costs and other items
0.8
12
(0.1)
(2)
Total
20.7
341
21.7
299
Rate differential indicates the effect of the group’s taxable income generated and taxed in
jurisdictions where tax rates differ from the Dutch statutory income tax rate.
The effective tax rate decreased to 20.7% (2024: 21.7%), mainly resulting from tax neutral gains on
the divestment of the Finance, Risk & Regulatory Reporting (FRR) unit, partly offset by a negative
movement in deferred tax assets.
Tax incentives include: the Dutch Innovation box benefit of €27 million (2024: €23 million) and the
U.S. FDII (Foreign Derived Intangible Income) benefit of €6 million (2024: €5 million). The Dutch
Innovation box benefit is based on an advanced tax ruling that expired at the end of 2025, and
is in the process of renewal. The U.S. FDII benefit is based on current applicable law.
For income tax recognized directly in the consolidated statements of changes in total equity and
other comprehensive income, reference is made to Note 22 – Tax assets and liabilities.
Note 16 – Non-controlling interests
The group’s share in consolidated subsidiaries not fully owned at December 31 is:
ownership in %
2025
2024
Akadémiai Kiadó Kft. (Budapest, Hungary)
74
74
Non-controlling interests in the equity of consolidated participations, totaling €0 million
(2024: €0 million), are based on third-party shareholdings in the underlying shareholders’ equity
of the subsidiaries.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 17 – Goodwill and intangible assets other than goodwill
Acquired
identifiable Other
Customer intangible intangible
Position at January 1 Goodwill
relationships
Technology
Brand names
Content
assets
assets
2025
2024
Cost value
4,710
1,243
617
487
159
2,506
2,341
9,557
8,660
Accumulated amortization and impairment -
(693)
(325)
(429)
(121)
(1,568)
(1,544)
(3,112)
(2,740)
Book value at January 1
4,710
550
292
58
38
938
797
6,445
5,920
Movements
Investments
-
-
-
-
-
0
283
283
293
Acquired through business combinations
Note 8
574
294
113
20
0
427
0
1,001
382
Divestment of operations
Note 8
(93)
(10)
(2)
-
-
(12)
(93)
(198)
(3)
Disposal of assets
-
-
-
-
-
0
0
0
0
Net expenditures
481
284
111
20
0
415
190
1,086
672
Amortization
Note 13
-
(83)
(57)
(9)
(8)
(157)
(227)
(384)
(370)
Impairment
Note 13
-
-
-
-
-
0
(14)
(14)
(24)
Reclassifications
1
- (1)
-
-
(1) -
0
(1)
Foreign exchange differences
(405)
(53)
(3)
(3)
(4)
(63)
(53)
(521)
248
Total movements
77
148
50
8
(12)
194
(104)
167
525
Position at December 31
Cost value
4,787
1,228
668
450
140
2,486
2,081
9,354
9,557
Accumulated amortization and impairment -
(530)
(326)
(384)
(114)
(1,354)
(1,388)
(2,742)
(3,112)
Book value at December 31
4,787
698
342
66
26
1,132
693
6,612
6,445
At December 31, 2025, and December 31, 2024, the majority of the book value of other intangible assets relates to development of software.
In 2025 and 2024, the amortization and impairment of intangible assets are reported under general and administrative costs in the consolidated statement of profit or loss.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 17 – Goodwill and intangible assets other than
goodwill continued
Material accounting policy information
Goodwill
The group measures goodwill at the acquisition date as the sum of the fair value of the
consideration (including deferred and contingent consideration) and the recognized amount of
any non-controlling interests in the acquiree, less the net recognized fair value amount of the
identifiable assets acquired and liabilities assumed. Any deferred and contingent consideration
payable (such as earnout arrangements) is recognized at fair value at the acquisition date.
Costs related to acquisitions which the group incurs in a business combination are expensed
as incurred.
Goodwill associated with divested operations is allocated and measured based on the relative
value of the divested operation, compared to the group of cash-generating units (CGU) where
the divested operation belonged to.
Acquired identifiable intangible assets
Identifiable intangible assets acquired through business combinations mainly consist
of customer relationships (subscriber accounts), technology (databases, software, and product
technology), brand names, and content.
Other intangible assets
Other intangible assets mainly relate to purchased and internally developed information
systems and software.
Useful lives of assets
The useful lives of assets are estimated in line with common market practice. The group reviews
the remaining useful lives and the amortization methods of its assets annually. If the expected
remaining useful lives of assets are different from previous estimates, the amortization period
shall be changed accordingly, which will impact the amortization in profit or loss prospectively.
Apart from goodwill (which has an indefinite useful life), intangible assets are amortized on a
straight-line basis over their estimated useful lives from the day they are available for use.
The estimated useful lives are as follows:
• Customer relationships: five to 30 years;
• Technology: five to 15 years;
• Brand names: five to 20 years;
• Content: five to 22 years; and
• Other intangible assets: three to five years.
Estimates and judgments
Measurement – other intangible assets
Development costs are capitalized if the group can demonstrate the technical feasibility of
completing the asset so that it will be available for use or sale, the intention to complete the
asset, the ability to sell or use the asset, how the asset will yield probable future economic
benefits, the availability of adequate technical, financial, and other resources to complete the
asset, and the ability to reliably measure the expenditure attributable to the asset.
Capitalization of software depends on several judgments. While management has procedures in
place to control the software development process, there is uncertainty regarding the outcome
of the development process (timing of technological developments, technological obsolescence,
and/or competitive pressures).
Measurement – acquired identifiable intangible assets
Upon acquisition, the values of intangible assets acquired are estimated, usually applying one
of the methodologies below:
• Relief from royalty approach: this approach assumes that if the identifiable intangible asset
was not owned, it would be acquired through a royalty agreement. The value of owning the
asset equals the benefits from not having to pay royalty fees;
• Multi-period excess earnings method: under this approach, cash flows associated with the
specific acquired identifiable intangible assets are determined. Contributory charges of other
assets that are being used to generate the cash flows are deducted from these cash flows. The
net cash flows are discounted to arrive at the value of the asset; or
• Cost method: the cost method reflects the cost that would currently be required to replace
the asset.
These valuations are usually performed by management of the acquiring CGU in
close cooperation with an external consulting firm, requiring estimates such as future cash flows,
royalty rates, discount rates, useful lives, churn rates, and rates of return. The methodologies
applied in this respect are in line with common market practice.
Impairment test
At the end of each reporting period, it is assessed whether there is an indication that an
intangible asset may be impaired. If any such indication exists, the group estimates the
recoverable amount of the asset. If the recoverable amount is below the carrying value,
the asset is impaired.
Goodwill is tested for impairment annually, at July 1, and when an impairment trigger
has been identified.
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Notes to the consolidated financial statements continued
Note 17 – Goodwill and intangible assets other than
goodwill continued
Impairment tests require estimates of discount rates, future cash flows, and perpetual growth
rates. These estimates are made by management of the business to which the assets belong.
The future cash flows cover a five-year period and are based on Vision & Strategy Plans (VSPs),
prepared by management, and approved by the Executive Board.
The annual goodwill impairment test did not result in the recognition of an impairment. The
outcome of the group’s sensitivity analysis was that no reasonably possible change in any of
the key assumptions would cause the carrying amount to exceed the recoverable amount.
The allowed change in growth, discount rate, and adjusted operating profit margin was at least
300 basis points for each of the groups of cash-generating units.
On top of the annual goodwill impairment test, the group performed an in-depth impairment
triggering event analysis on its other non-current assets, consisting mainly of acquired
identifiable intangible assets. In this analysis, the development of new sales, attrition rates of
existing customers, growth rates, and cost measures were the main drivers. The group concluded
that there were no impairment triggers for the majority of the other non-current assets.
Carrying amounts of goodwill and acquired identifiable intangible assets per operating segment
Acquired Acquired
identifiable identifiable
intangible intangible
Goodwill
assets
2025
Goodwill
assets
2024*
Health
1,042
91
1,133
1,177
123
1,300
Tax & Accounting
1,308
223
1,531
1,401
255
1,656
Financial & Corporate
Compliance
1,095
285
1,380
1,101
186
1,287
Legal & Regulatory
925
333
1,258
614
141
755
Corporate Performance & ESG
417
200
617
417
233
650
Total
4,787
1,132
5,919
4,710
938
5,648
* The comparative figures were updated to reflect the transfer of the Finance, Risk & Regulatory Reporting unit
from Corporate Performance & ESG to the Financial & Corporate Compliance division. See Note 1 - General and
basis of preparation.
Impairment testing of goodwill
The group performs an annual impairment test by comparing the carrying amount of the groups of
CGUs to which the goodwill belongs, net of related deferred taxes, to the recoverable amount of the
groups of CGUs. The groups of CGUs for goodwill impairment testing represent the lowest level at
which goodwill is monitored by management, whereby management considers the integration of
the group’s business operations and the global leverage of assets, capital, and staff. Acquisitions
are integrated into existing business operations and the goodwill arising from a business
combination is allocated to the groups of CGUs that are expected to benefit from the synergies of
the acquisition.
The recoverable amount is determined based on the higher of the value-in-use and the fair value
less costs of disposal. If there is sufficient headroom, the group only determines the value-in-use.
The recoverable amount is determined by discounting the future cash flows to be generated from
the continuing use of the groups of CGUs. These valuations are based on non-observable market
data. The recoverable amount calculations in 2025 were determined in a consistent manner with
prior years. The cash flow projections are based on actual operating results and the long-term VSPs,
as approved by the Executive Board.
The 2025 annual impairment test showed that the recoverable amount exceeded the carrying
amount for all identified groups of CGUs for goodwill impairment testing.
Key assumptions
The group’s key assumptions include assumptions that are based on non-observable market data
(level 3 input). The period over which the group estimates its cash flow projections is five years.
After five years, cash flow projections are extrapolated using an appropriate perpetual growth rate
that is consistent with the long-term average market growth rate. The 2025 weighted-average
long-term growth rate is 2.2% for the U.S. and 2.0% for Europe (2024: 2.1% for the U.S. and 2.0% for
Europe). In addition, the following key assumptions were used in the projections:
• Revenue growth: based on actual 2025 organic growth performance, an analysis of market growth,
and the expected development of market share; and
• Adjusted operating profit margin development: based on actual 2025 margin performance and
management’s long-term projections. Adjusted operating profit is deemed the best
approximation for future cash flows.
The estimated pre-tax cash flows are discounted to their present value using a pre-tax weighted-
average discount rate for the individual groups of CGUs between 10.6% and 11.0% (2024: between
9.7% and 10.9%) with a weighted average of 10.9% (2024: 10.7%) .
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Notes to the consolidated financial statements continued
Impairment of goodwill, acquired identifiable intangible assets, and other intangible assets
Note 17 – Goodwill and intangible assets other than
The following impairments were recognized on goodwill, acquired identifiable intangible assets,
goodwill continued
and other intangible assets:
In determining the 2025 discount rate, the group used a risk-free rate based on the long-term yield
2025 2024
on German government bonds with a maturity of 30 years and U.S. treasury bonds with a maturity
Goodwill
- 2
of 20 years, adjusted for country risk premiums and country-specific inflation differentials. In
Acquired identifiable intangible assets
- -
determining the discount rate at the moment of performing the annual impairment test, the group
Other intangible assets 14 22
applied the following assumptions:
Total Note 13 14 24
2025 2024
The 2024 impairment recognized on goodwill related to the goodwill allocated to the LDI business in
Risk-free rate United States (in %) 4.6 4.9
Health, which was classified as an asset held for sale earlier in 2024, prior to the divestment.
Risk-free rate Europe (in %) 3.1 3.0
Market risk premium United States (in %) 5.0 5.0
The impairments recognized on other intangible assets mainly relate to certain internally developed
Market risk premium Europe (in %) 5.5 5.5
software for which the technical feasability and/or the economic benefits analysis indicated that
Tax rate United States (in %) 26.0 26.0
the recoverable amount is less than the carrying amount.
Tax rate Europe (in %) 25.8 25.8
Re-levered beta 0.90 0.84
Applied weighted-average perpetual growth rate per group of CGUs:
Health 2.2% 2.1%
Tax & Accounting 2.1% 2.1%
Financial & Corporate Compliance 2.2% 2.1%
Legal & Regulatory 2.2% 2.1%
Corporate Performance & ESG 2.2% 2.1%
Sensitivity analysis
The impairment test includes an assessment if a reasonably possible change in a key assumption
would cause the carrying amount of goodwill to exceed the recoverable amount. This analysis for
2025 and 2024 indicated that there is no reasonably possible change in a key assumption that would
result in an impairment, due to the significant amount of headroom for each of the groups of CGUs.
Notes to the consolidated financial statements continued
Note 18 – Property, plant, and equipment
Land and
Position at January 1
buildings
Other PPE
2025
2024
Cost value
90
179
269
268
Accumulated depreciation and impairment
(60)
(130)
(190)
(189)
Book value at January 1
30
49
79
79
Movements
Investments
1
21
22
21
Acquired through business combinations
Note 8
0
1
1
0
Divestment of operations -
(1)
(1)
-
Disposal of assets
(2)
-
(2)
(1)
Net expenditures
(1)
21
20
20
Depreciation
Note 13
(5)
(19)
(24)
(24)
Impairment
Note 13
-
0
0
(1)
Foreign exchange differences
(2)
(5)
(7)
5
Total movements
(8)
(3)
(11)
0
Position at December 31
Cost value
78
159
237
269
Accumulated depreciation and impairment
(56)
(113)
(169)
(190)
Book value at December 31
22
46
68
79
Material accounting policy information
Property, plant, and equipment (PPE), consisting of land, buildings, and other assets such as
office and IT equipment, are valued at cost less accumulated depreciation and impairment.
Leasehold improvements are presented as part of land and buildings.
Depreciation is recognized in the consolidated statement of profit or loss on a straight-line basis
over the estimated useful life of each component of property, plant, and equipment. Land is not
depreciated.
The estimated useful lives for property, plant, and equipment are as follows:
• Buildings: 20 to 40 years;
• Leasehold improvements: equal to the lease term, unless the economic life of the leasehold
improvement is shorter; and
• Other PPE: three to 10 years.
Note 19 – Leasing
Material accounting policy information
The group primarily leases real estate and, to a lesser extent, IT equipment and cars. The fixed
rental periods mostly vary from one year to 15 years and may have renewal and/or termination
options. For real estate and IT equipment, lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions.
The group elected to exclude all short-term leases and all leases for which the underlying asset
is of low value, and not to apply IFRS 16 to leases of intangible assets (such as software). For IT
equipment and car leases, the group elected to apply the practical expedient to not separate
non-lease components from lease components, and instead to account for these components
as a single lease component.
Payments associated with short-term leases and low-value leases are recognized on a straight-
line basis as an expense in profit or loss. Short-term leases have a term of 12 months or less,
considering any reasonably certain optional lease periods. Low-value leases comprise small
items of office furniture and IT equipment.
The group is to a very limited extent a lessor.
Estimates and judgments
IFRS 16 requires management to make estimates for setting the discount rate and to apply
judgments in the assessment of renewal and termination options (i.e., optional lease periods) in
the lease contracts.
Discount rate
The discount rate applied is based on the incremental borrowing rate for the respective leases
considering the primary economic environment of the lease, the currency, the credit risk
premium, the lease term, and the nature of the leased asset.
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Notes to the consolidated financial statements continued
Note 19 – Leasing continued
Renewal and termination options
Renewal and termination options are included in several real estate and other lease contracts.
These terms are used to maximize operational flexibility in terms of managing contracts. Most
contract-specific renewal and termination options are exercisable only by the group and not by
the respective lessor.
In determining the lease term, the group considers all facts and circumstances that create an
economic incentive to use the optional lease period. Optional lease periods are only included
in the lease term if it is reasonably certain that the optional lease periods will be used. The
assessment is reviewed if a significant change in circumstances occurs which affects this
assessment and that is within the control of the group.
Real estate leases that are annually renewed or that have an indefinite contract term are on
average leased for five years. Usually, optional periods arising from renewal options of other
real estate leases are not considered to be reasonably certain, since the rent is often reset at the
market price on the renewal option date. Optional periods after termination option dates are
often included in the lease term due to termination penalties included in the contract.
Impairment of right-of-use assets
The group determined whether there were impairment triggers regarding the right-of-use asset
and accounts for any impairment loss identified. This primarily applies to real estate leases.
The impairment of a real estate right-of-use asset becomes relevant in case of vacated office
space.
If vacated office space is identified, this space is considered a cash generating unit on its own
when that space can practically be sublet. An impairment is recognized when the recoverable
amount is lower than the carrying value. Mostly, the recoverable amount will be based on
expected future sublease receipts estimated by an external real estate broker. The carrying value
may include not only the right-of-use asset, but also any directly related associated assets such
as leasehold improvements.
Movement schedule of right-of-use assets
Other
Position at January 1 Real estate
leases
2025
2024
Cost value
556
53
609
623
Accumulated depreciation and impairment
(367)
(28)
(395)
(382)
Book value at January 1
189
25
214
241
Movements
Additions from new leases
29
15
44
23
Acquired through business combinations
Note 8
4
-
4
4
Additions from contract modifications and
reassessment of options
16
-
16
14
Other movements from contract modifications and
reassessment of options
(6)
-
(6)
(16)
Divestment of operations
(4)
(2)
(6)
-
Net additions
39
13
52
25
Depreciation
Note 13
(42)
(13)
(55)
(60)
Foreign exchange differences
(15)
-
(15)
8
Total movements
(18)
0
(18)
(27)
Position at December 31
Cost value
517
42
559
609
Accumulated depreciation and impairment
(346)
(17)
(363)
(395)
Book value at December 31
171
25
196
214
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Notes to the consolidated financial statements continued
Note 19 – Leasing continued
Contractual maturities of lease liabilities
2025
2024
Within one year
58
65
Between one and two years
50
53
Between two and three years
41
44
Between three and four years
30
34
Between four and five years
20
24
Between five and ten years
37
48
Ten years and more
-
-
Effect of discounting
(19)
(26)
Total lease liabilities at December 31
217
242
Cash outflow for leases
2025
2024
Interest portion of lease payments
7
8
Repayment of principal portion of lease liabilities
58
62
Total
65
70
Other disclosures
At December 31, 2025, the weighted-average discount rate is 3.1% (2024: 3.3%).
At December 31, 2025, the future undiscounted cash outflows arising from leases not yet
commenced and to which the group is committed amounted to €2 million (2024: €1 million).
The group’s lease agreements do not impact any covenants.
The total expenses arising from short-term leases and low-value leases are insignificant.
Note 20 – Investments in equity-accounted associates
The group’s share in equity-accounted associates at December 31 is:
ownership in %
2025
2024
Haoyisheng (Beijing, China)
22
22
Movement schedule of equity-accounted associates
2025
2024
Position at January 1
13
11
Share of profit of equity-accounted associates, net of tax
2
2
Foreign exchange differences
(1)
0
Position at December 31
14
13
For the equity-accounted associates at December 31, 2025, and December 31, 2024, the financial
information (at 100%) and the group’s weighted-proportionate share is as follows:
Share in financial information:
Total equity-accounted
associates
Group’s share
2025
2024
2025
2024
Total assets
40
43
8
9
Total liabilities
21
26
5
5
Total equity
19
17
3
4
Revenues
24
26
5
6
Net profit for the year
5
2
2
2
Note 21 – Financial assets
2025
2024
Financial assets at fair value through profit or loss
0
0
Finance lease receivables
0
1
Other non-current financial assets
3
4
Total
3
5
The credit risk exposure of the financial assets is considered immaterial. Refer to Note 29 – Financial
risk management.
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Notes to the consolidated financial statements continued
Note 22 – Tax assets and liabilities
Deferred tax assets and liabilities
temporary differences arising from:
Assets
Liabilities
2025
2024
Intangible assets
18
(429)
(411)
(424)
Property, plant, and equipment, right-of-use
assets, and lease liabilities
55
(43)
12
19
Employee benefits
33
-
33
42
Tax value of loss carry-forwards recognized
5
-
5
17
Other items
85
(21)
64
78
Total before set-off of tax
196
(493)
(297)
(268)
Set-off of tax
(165)
165
0
0
Position at December 31
31
(328)
(297)
(268)
Other items mainly include recognition of deferred tax assets and liabilities for temporary
differences on working capital items, including trade receivables and deferred income.
Estimates and judgments
The actual recognition of deferred tax assets depends on the generation of future taxable income
during the periods in which the temporary differences become deductible. Based on projected
future taxable income and available strategies, the group considers the future realization of these
deferred tax assets as probable.
Movements in temporary differences 2025
Recognized
Balance at in profit or Recognized Foreign Balance at
January 1, Acquisitions/ loss in equity exchange December
2025 divestments (Note 15) and OCI differences 31, 2025
Intangible assets
(424)
(62)
42
-
33
(411)
PPE, right-of-use assets, and lease
liabilities
19
- (5) -
(2)
12
Employee benefits
42
-
(4)
(1)
(4)
33
Tax value of loss carry-forwards
recognized
17
- (10) -
(2)
5
Other items
78
(2)
(8)
1
(5)
64
Total
(268)
(64)
15
0
20
(297)
Movements in temporary differences 2024
Recognized
Balance at in profit or Recognized Foreign Balance at
January 1, Acquisitions/ loss in equity exchange December
2024 divestments (Note 15) and OCI differences 31, 2024
Intangible assets
(392)
(44)
31
-
(19)
(424)
PPE, right-of-use assets, and lease
liabilities
21
- (2) -
0
19
Employee benefits
37
-
1
1
3
42
Tax value of loss carry-forwards
recognized
23
- (8) -
2
17
Other items
81
(1)
(10)
4
4
78
Total
(230)
(45)
12
5
(10)
(268)
Movements in overall tax position
Position at January 1
2025
2024
Current income tax assets
82
86
Current income tax liabilities
(117)
(128)
Deferred tax assets
56
51
Deferred tax liabilities
(324)
(281)
Overall tax position
(303)
(272)
Movements
Total income tax expense
Note 15
(341)
(299)
Deferred tax from acquisitions and divestments
(64)
(45)
Current income tax from acquisitions and divestments
(2)
0
Deferred tax on items recognized directly in OCI
0
5
Paid income tax
358
318
Foreign exchange differences
28
(10)
Total movements
(21)
(31)
Position at December 31
Current income tax assets
103
82
Current income tax liabilities
(130)
(117)
Deferred tax assets
31
56
Deferred tax liabilities
(328)
(324)
Overall tax position
(324)
(303)
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Notes to the consolidated financial statements continued
Note 22 – Tax assets and liabilities continued
The current income tax liabilities include, to a large extent, uncertain tax positions. For most of
these uncertain tax positions, it is expected that the audit by tax authorities will finalize beyond
one year. For the estimates and judgments applied to uncertain tax positions, refer to Note 15 –
Income tax expense.
The group paid income taxes for the amounts of €228 million (2024: €165 million) in North America,
€122 million (2024: €140 million) in Europe, and €8 million (2024: €13 million) in Asia Pacific and Rest
of World.
The amount of deferred tax assets arising from recognized tax loss carry-forwards, which relate to
tax jurisdictions where the group continued to incur tax losses in the current and/or preceding year,
was €0 million at December 31, 2025 (2024: €0 million). It is considered probable based on forecasts
that future taxable profits will be available.
Unrecognized tax losses and temporary differences
The group has not recognized deferred tax assets that relate to unused tax losses and temporary
differences amounting to €489 million (2024: €507 million), as it is not probable that future taxable
profit will be available against which the group can use the benefits. Of these unused tax losses and
temporary differences, 0% expire within the next five years (2024: 1%), 0% expire after five years
(2024: 0%), and 100% carry forward indefinitely (2024: 99%).
In addition, the group has not recognized net deferred tax assets of €13 million (2024: €17 million)
relating to unused state tax losses in the U.S. Of these unused state tax losses, 45% expire within
the next five years (2024: 35%) and 55% expire after five years (2024: 65%).
Deferred tax on items recognized immediately in other comprehensive income and equity
2025
2024
Amount Amount Amount Amount
before net of before net of
Exchange differences on translation of foreign
tax
Tax
tax
tax
Tax
tax
operations, recycling of foreign exchange
differences on loss of control, and net
investment hedges
(415)
(1)
(416)
214
0
214
Gains/(losses) on cash flow hedges
(7)
2
(5)
(7)
4
(3)
Remeasurement gains/(losses) on defined
benefit plans
4
(1)
3
(5)
1
(4)
Recognized in other comprehensive income
(418)
0
(418)
202
5
207
Share-based payments
26
-
26
31
- 31
Recognized in equity
26
0
26
31
0
31
Note 23 – Inventories
2025
2024
Work in progress
13
18
Finished products and trade goods
49
61
Total
62
79
Material accounting policy information
Inventories include internally developed commercial software products. The cost of internally
produced goods includes the development, manufacturing, content-creation, and publishing
costs.
During 2025, inventories to the amount of €33 million were recognized as an expense in the
statement of profit or loss (2024: €39 million).
At December 31, 2025, the provision for obsolescence deducted from the inventory carrying values
amounted to €15 million (2024: €15 million). In 2025, an amount of €4 million was recognized as an
expense for the change in the provision for obsolescence (2024: €2 million) and is presented as part
of cost of revenues in the consolidated statement of profit or loss.
Note 24 – Contract balances
2025
2024
Trade receivables
1,075
1,129
Non-current contract assets
19
18
Current contract assets
147
148
Non-current deferred income
140
110
Current deferred income
1,911
2,054
Other current contract liabilities
88
76
Material accounting policy information
Contract assets and contract liabilities
The group recognizes the following contract-related assets: unbilled revenues, cost to obtain
acontract, and cost to fulfill acontract.
The group recognizes the following contract-related liabilities: deferred income and the
provisions for returns, refunds, and other liabilities.
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Notes to the consolidated financial statements continued
Note 24 – Contract balances continued
Unbilled revenues and deferred income
When either party to a customer contract has performed, the group recognizes unbilled revenues
or deferred income, depending on the relationship between the group’s performance and the
timing of the customer’s payment. If the value of the services rendered by the group exceeds the
invoiced amounts, unbilled revenues are recognized. If the invoiced amounts exceed the value
of services rendered, deferred income is recognized.
Unbilled revenues are recognized when the group’s right to consideration is conditional on
something other than the passage of time, for example future performance of the entity.
Deferred income represents the part of the amount invoiced to customers that has not yet met
the criteria for revenue recognition and thus still must be earned as revenues by means of the
delivery of goods and/or services in the future. Deferred income is recognized at its nominal value.
For contracts whereby neither party has performed, trade receivables and deferred income
balances are presented on a net basis.
Cost to obtain a contract
Incremental costs for obtaining a contract (primarily sales commissions) will be capitalized
and amortized if the contract term is expected to be longer than 12 months, as the practical
expedient of IFRS 15 is applied. The amortization period will usually be one to five years, or
the underlying contract life if longer, subject to the nature of the underlying performance
obligations.
Cost to fulfill a contract
If the group incurs costs to fulfill a revenue contract with a customer (e.g., costs that are
explicitly chargeable to the customer under the contract, set-up costs, or pre-contract costs),
anasset is recognized if these costs directly relate to a contract, generate or enhance resources
that will be used in satisfying performance obligations in the future, andare expected to be
recovered. The amortization of set-up and pre-contract costs is recognized as an expense over
the term of the associated contract.
Provisions for returns, refunds, and otherliabilities
The group recognizes a contract liability if the group receives consideration from a customer
andexpects to refund some or all of that consideration to the customer or for transferred goods
and/or services with a right of return. The contract liability is measured as the amount of the
consideration for which the group does not expect to be entitled to.
Estimates and judgments
Costs to obtain a contract – capitalized sales commissions
The assessment of the nature of sales commission plans for meeting the capitalization criteria
requires judgment. The applicable amortization period of the incremental cost to obtain a
contract is estimated by the group by matching the useful life of the capitalized sales
commissions with the expected benefits of the underlying contract.
Impairment
Any impairment of assets relating to contracts with customers is measured, presented,
and disclosed in accordance with IFRS 9. The determination of the provision for impairment is
based on the group’s historical average of three years of credit losses, which is used as a proxy
for expected losses on trade receivables with similar characteristics and credit profile, adjusted
as appropriate to reflect the current conditions and estimates of future economic conditions.
Trade receivables longer than one year overdue and trade receivables with specific risk with
no reasonable expectation of recovery, are impaired and provided for in full, unless reliable
supporting information is available to conclude otherwise. The group presents its impairment
losses in the notes to the consolidated financial statements.
General
In general, the group applies payment terms in line with common industry practice. There are no
significant contracts with a material financing component. There are contracts with variable
consideration, but the related estimates are almost never constrained.
Most of the contracts with customers require prepayment of the consideration.
Within the CT Corporation business of Financial & Corporate Compliance, the group acts as an agent
between the customer and governmental organizations in the U.S. for some costs that are explicitly
chargeable to the customer under the contract.
Trade receivables and unbilled revenues are shown net of impairment losses amounting to
€76 million (2024: €89 million). The fair value of the receivables approximates the carrying amount.
Impairment losses on trade receivables and unbilled revenues are presented as part of sales costs
in the consolidated statement of profit or loss.
Loss allowances
2025
2024
Position at January 1
89
85
Additions to loss allowances
Note 9
51
35
Releases from loss allowances
Note 9
(26)
(17)
Usage of loss allowances
(24)
(23)
Acquired through business combinations
2
0
Divestment of operations
(9)
-
Foreign exchange differences
(7)
9
Position at December 31
76
89
For further information on credit risk, refer to Note 29 – Financial risk management.
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Notes to the consolidated financial statements continued
Note 24 – Contract balances continued
Contract assets
Cost to Cost to
Unbilled obtain a fulfill a
current and non-currentrevenuescontract
contract
2025
2024
Position at January 1 
80
43
43
166
178
Recognized as revenues in the year 
503
-
-
503
443
Newly recognized cost to fulfill a
contract
-
-
400
400
405
Transferred to trade receivables 
(491)
-
(392)
(883)
(866)
Newly recognized cost to obtain a
contract
-34-
34
31
Amortization of capitalized sales
commissions
Note 9
-(29)-
(29)
(29)
Autonomous movements in contract
assets 
12
5
8
25
(16)
Acquired through business
combinations
Note 8
-
-
-
0
0
Divestment of operations 
(4)
(2)
-
(6)
0
Foreign exchange differences 
(8)
(3)
(8)
(19)
4
Position at December 31 
80
43
43
166
166

The group did not recognize an impairment on the unbilled revenues during the year (2024: nil).
Deferred income
current and non-current
2025
2024
Position at January 1
2,164
2,001
New and existing contracts with customers
4,758
4,562
Recognized as revenues from opening balance
(2,054)
(1,899)
Recognized as revenues in the year on new and existing contracts
(2,617)
(2,544)
Change in netting against trade receivables
19
(46)
Autonomous movements in deferred income
106
73
Acquired through business combinations
31
4
Divestment of operations
(47)
(6)
Foreign exchange differences
(203)
92
Position at December 31
2,051
2,164
No material amount of revenues was recognized in 2025 from performance obligations (partially)
satisfied in previous years because of events such as changes in transaction price. Furthermore, the
group did not have material changes in deferred income because of contract modifications or
changes in estimates.
The aggregate amount of the transaction price allocated to the remaining performance obligations
that are unsatisfied at year-end 2025 was €4,776 million (2024: €5,154 million), of which
€2,345 million was included in deferred income (2024: €2,512 million), before any netting adjustment
against trade receivables. The unfulfilled performance obligations not recognized in deferred
income relate to multi-year contracts agreed with customers, whereby the group expects to satisfy
these performance obligations for a large part within one year and for the remainder between one
to five years.
Other contract liabilities
2025
2024
Position at January 1
76
86
Recognized as revenues in the year on new and existing contracts
158
130
Change in netting against trade receivables
(140)
(139)
Autonomous movements in deferred income
18
(9)
Acquired through business combinations
2
-
Foreign exchange differences
(8)
(1)
Position at December 31
88
76
Note 25 – Other receivables
2025
2024
Prepaid royalties
8
11
Non-current other receivables
8
11
Prepaid royalties
87
70
Other prepayments
177
154
VAT, sales tax, and other taxation
19
22
Miscellaneous receivables
14
16
Interest receivable
1
1
Collateral
12
2
Deferred divestment receivables
4
0
Derivative financial instruments
Note 29
0
-
Current other receivables
314
265
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 26 – Cash and cash equivalents
2025
2024
Deposits
533
417
Cash and bank balances
399
537
Total cash and cash equivalents in the consolidated statement
of financial position
932
954
Minus: Bank overdrafts used for cash management purposes
Note 28
(41)
(9)
Total cash and cash equivalents minus bank overdrafts
891
945
Material accounting policy information
Cash and cash equivalents comprise cash and bank balances, and deposits that are held as part
of the group’s cash management for the purpose of meeting short-term cash commitments.
Bank overdrafts predominantly result from cash pool arrangements and are presented within
borrowings and bank overdrafts in current liabilities. The group discloses the financial assets and
financial liabilities within these arrangements on a gross basis.
An amount of €1 million (2024: €1 million) relates to cash and cash equivalent balances of entities
that the group does not fully own.
At December 31, 2025, bank balances include an amount of €25 million (2024: €43 million) of
restricted cash, primarily due to local exchange control regulations that restrict exporting cash and/
or capital from the relevant country.
Note 27 – Trade and other payables
2025
2024
Trade payables
131
159
Salaries, holiday allowances, and other benefits
358
326
VAT, sales tax, social security premiums, and other taxation
97
99
Pension-related payables
31
32
Royalty payables
106
104
Other accruals and payables
322
311
Interest payable
68
51
Share buyback payable
4
0
Deferred and contingent acquisition payables
Note 29
1
2
Derivative financial instruments
Note 29
0
3
Total
1,118
1,087
Note 28 – Net debt
Effective Nominal Repayment Repayment
in millions of euros, unless Nominal interest interest commitments commitments
otherwise stated value rate in % rate in % 1-5 years
>5 years
2025
2024
Bonds 2008-2028 (100.00*)
€ 36
6.812
6.748
36
-
36
36
Bonds 2017-2027 (99.659*)
€ 500
1.575
1.500
500
-
500
499
Bonds 2020-2030 (99.292*)
€ 500
0.862
0.750
498
-
498
497
Bonds 2021-2028 (99.958*)
€ 500
0.307
0.250
499
-
499
499
Bonds 2022-2026 (99.922*)
€ 500
3.096
3.000
-
-
0
499
Bonds 2023-2031 (99.417*)
€ 700
3.877
3.750
-
696
696
695
Bonds 2024-2029 (99.964*)
€ 600
3.316
3.250
599
-
599
599
Bonds 2025-2032 (99.278*)
€ 500
3.538
3.375
-
495
495
-
Bonds 2025-2030 (99.975*)
€ 500
3.054
3.000
499
- 499 -
Bonds, measured at
amortized cost
2,631
1,191
3,822
3,324
Private placements
2008-20
38,
measured at
amortized cost
0
108
108
122
Deferred and contingent
acquisition payables,
measured at fair value
49
-
49
0
Other debt, measured at
amortized cost
16
-
16
21
Derivative financial
instruments, measured at
fair value**
-
38
38
17
Other long-term debt
65
38
103
38
Total long-term debt
(excluding lease liabilities)
2,696
1,337
4,033
3,484
Lease liabilities***
160
179
Total long-term debt
4,193
3,663
*
Issue price of the financial instrument.
**
For further details on these debt-related derivative financial instruments, refer to Note 29 – Financial
risk management.
***
For the repayment commitments of lease liabilities, refer to Note 19 – Leasing.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 28 – Net debt continued
2025
2024
Total long-term debt
4,193
3,663
Borrowings and bank overdrafts:
Euro Commercial Paper program
180
350
Bank overdrafts, measured at amortized cost
Note 26
41
9
Total borrowings and bank overdrafts
221
359
Bonds 2022-2026
500
-
Short-term lease liabilities
57
63
Deferred and contingent acquisition payables measured at fair
value
1
2
Derivative financial instruments
Note 29
0
3
Total short-term debt
779
427
Gross debt
4,972
4,090
Minus:
Cash and cash equivalents
Note 26
(932)
(954)
Collateral
(12)
(2)
Deferred divestment consideration receivable
(4)
0
Derivative financial instruments:
Non-current assets
Note 21
-
-
Current assets
Note 25
0
0
Net debt
4,024
3,134
Material accounting policy information
Non-derivative financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost are bonds, the Euro Commercial Paper program,
private placements, other long- and short-term debt, and trade payables.
Reconciliation of liabilities arising from financing activities
Gross debt, excluding lease liabilities, derivative financial instruments, and bank overdrafts
Foreign
Balance at Proceeds exchange Balance at
January 1, from new Acquisitions/ Unwinding and other December
2025 issuances Repayments Divestments of discount movements 31, 2025
Bonds
3,324
1,000
-
-
3
(5)
4,322
Private placements
122
-
-
-
-
(14)
108
Other gross debt
373
925
(1,098)
47
0
(1)
246
Total
3,819
1,925
(1,098)
47
3
(20)
4,676
Foreign
Balance at Proceeds exchange Balance at
January 1, from new Acquisitions/ Unwinding and other December
2024 issuances Repayments Divestments of discount movements 31, 2024
Bonds
3,123
600
(400)
-
3
(2)
3,324
Private placements
127
-
-
0 -
(5)
122
Other gross debt
76
637
(338)
(3)
0
1
373
Total
3,326
1,237
(738)
(3)
3
(6)
3,819
Lease liabilities
current and non-current
2025
2024
Position at January 1
242
272
Additions from new leases
44
23
Acquired through business combinations
4
4
Divestment of operations
(6)
-
Contract modifications and reassessments of options
10
(4)
Repayment of lease liabilities (interest and principal portion)
(65)
(70)
Unwinding of discount of lease liabilities
Note 14
7
8
Foreign exchange differences
(19)
9
Position at December 31
Note 19
217
242
For material accounting policy information and estimates and judgments on lease liabilities, refer
to Note 19 – Leasing.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 28 – Net debt continued
Loan maturity
The following amounts of gross debt (excluding lease liabilities) at December 31, 2025, are due
within and after five years:
2025
2027
557
2028
543
2029
599
2030
997
Due after 2030
1,337
Long-term debt
4,033
Short-term debt (2026)
722
Total (excluding lease liabilities)
4,755
At December 31, 2025, €722 million was short-term debt, €2,696 million was due in 2027, 2028, 2029,
and 2030, and €1,337 million was due after 2030.
Financial liabilities measured at amortized cost
Bonds
The group has senior bonds outstanding for an amount of €4,322 million at December 31, 2025
(2024: €3,324 million). The nominal interest rates on the bonds are fixed until redemption. All bonds
are unsecured.
On March 20, 2025, the group issued a new €500 million seven-year senior unsecured Eurobond.
The bonds were sold at an issue price of 99.278 per cent and carry an annual coupon of 3.375
percent. The securities were placed with a broad range of institutional investors across Europe.
The notes are rated A3 by Moody’s. The net proceeds of the offering will be used for general
corporate purposes. The bonds are listed on the Official List of the Luxembourg Stock Exchange.
On June 30, 2025, the group issued a new €500 million five-year senior unsecured Eurobond. The
bonds were sold at an issue price of 99.975 per cent and carry an annual coupon of 3.000 percent.
The securities were placed with a broad range of institutional investors across Europe. The notes
are rated A- by S&P Global Ratings. The net proceeds of the offering will be used for general
corporate purposes. The bonds are listed on the Official List of the Luxembourg Stock Exchange.
On March 18, 2024, the group issued a €600 million five-year senior unsecured Eurobond. The bonds
were sold at an issue price of 99.964 percent and carry an annual coupon of 3.250 percent. The
senior unsecured bonds will mature on March 18, 2029. The net proceeds of the offering are used for
general corporate purposes.
Private placements
The group holds private placements in Japanese yen. These private placements (¥20,000 million)
are converted to and hedged against the euro via cross-currency interest rate swaps. These swaps
have been collateralized for credit risk in line with the treasury risk management policies.
There is €12 million collateral outstanding at December 31, 2025 (2024: €2 million).
Multi-currency revolving credit facility
The group has a €600 million multi-currency revolving credit facility in place, which has been
extended in June 2025. The facility will now mature in 2030 and includes one remaining option to
extent the facility by a year. The interest rates in the facility are variable. The facility is used for
general corporate purposes.
At December 31, 2025, no amounts were drawn under the facility (December 31, 2024: no amounts
drawn). The facility is subject to customary conditions, without having a financial credit covenant.
Euro Commercial Paper program
The group has a Euro Commercial Paper (ECP) program in place, under which it may issue
unsecured, short-term debt (ECP notes) for a maximum of €1.0 billion. The program provides flexible
funding for short-term cash needs at attractive rates. At December 31, 2025, €180 million of ECP
notes were outstanding (2024: €350 million).
Defaults and/or breaches
There were no defaults or breaches on the loans and borrowings during 2025 or 2024.
Note 29 – Financial risk management
Risk management framework
The group’s activities are exposed to a variety of financial risks, including market, liquidity,
and credit risk. Identification and management of financial risks are carried out by the central
treasury department (Corporate Treasury), whereby the treasury operations are conducted within
a framework of policies and guidelines (Treasury Policy), which are approved by the Executive Board
and the Supervisory Board. The Treasury Policy is reviewed at least annually, considering market
circumstances and market volatility, and is based on assumptions concerning future events,
subject to uncertainties and risks that are outside of the group’s control. The Treasury Committee,
comprising the Senior Vice President Finance, Budgeting & Reporting, Controller Corporate
Office, Executive Vice President Treasury, Tax & Risk, Senior Vice President Corporate Tax,
and representatives of Corporate Treasury and Treasury Back-Office, meets quarterly to review
treasury activities and compliance with the Treasury Policy and reports directly to the Executive
Board and the Audit Committee. The Treasury Back-Office reports deviations directly to the CFO
and the Executive Vice President Treasury, Tax & Risk.
Under the group’s Internal Control Framework, the financial reporting controls, including policies
and procedures, of the Corporate Treasury Department are periodically reviewed. Corporate
Treasury reports quarterly to the Audit Committee on its compliance with the Treasury Policy.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
The group’s funding activities are carried out by Corporate Treasury using long-term capital market
instruments and committed credit facilities to ensure optimal financial flexibility and capital
efficiency. The borrowings, together with cash generated from operations, are lent or contributed
as equity to the operating companies. The group targets a net-debt-to-EBITDA ratio of between
1.5 and 2.5. However, the group could temporarily deviate from this relative indebtedness ratio.
At December 31, 2025, the net-debt-to-EBITDA ratio was 2.0 (2024: 1.6).
All treasury activities, in particular the use of derivative financial instruments, are subject to the
principle of risk minimization and are executed by specialized treasury personnel. For this reason,
financial transactions and risk positions are managed in a central treasury management and
payment system. It is the group’s policy that material currency translation exposures and variable
interest exposures are partially hedged by Corporate Treasury in accordance with the annual
treasury plan approved by the Audit Committee. The group does not purchase or hold derivative
financial instruments for speculative purposes. The group’s risk profile is defined and reviewed
regularly. Although the economic environment has become more challenging because of the
volatility in financial markets, the exposure to financial risks for the group’s activities has not
significantly changed, nor has the approach to these risks.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest
rates, will affect the group’s profit or loss or the value of its financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable
parameters, while optimizing the return.
Currency risk
The group has identified transaction and translation risks as currency risks.
The transaction risk exposure within individual group entities is relatively immaterial. The
transaction prices invoiced to customers for goods and/or services are mainly denominated in
the customers’ local currencies. Given the nature of the business, almost all related costs are also
incurred in those local currencies. Derivative financial instruments to hedge transaction risks are
therefore not frequently used.
Translation risk is the risk that exchange rate gains or losses arise from translating the statements
of profit or loss, cash flows, and financial position of foreign subsidiaries to the group’s
presentation currency (euro) for consolidation purposes.
The group’s risk management strategy practice is that material currency translation exposures
(including U.S. dollar net investments) are partially hedged by Corporate Treasury. Currency
translation exposures which impact the consolidated statements of financial position and/or profit
or loss by 10% or more are considered material. The currency translation exposure on the
consolidated statement of cash flows is partly mitigated by matching cash inflows and outflows
in the same currency. The group’s main translation risk is its exposure to the U.S. dollar.
In line with its risk management strategy, the group manages the translation risk using three types
of risk mitigating actions, of which two types of transactions are designated as a hedge and for
which the group applies hedge accounting.
Hedge accounting
Material accounting policy information
Derivative financial instruments and hedging activities
The group holds derivative financial instruments to hedge risk exposures.
Derivative financial instruments are initially recognized at fair value on the date a derivative
contract is concluded and are subsequently remeasured at fair value. The method of recognizing
gains or losses depends on whether the derivative is designated as a hedging instrument and if
so, the nature of the item being hedged.
The group designates derivatives as either:
• Hedges of a risk associated with a recognized asset or liability or a highly probable forecast
transaction (cash flow hedge);
• Hedges of a net investment in a foreign operation (net investment hedge); or
• Currency forward instruments to protect the group’s net profit (not qualifying for
hedge accounting).
With respect to foreign currency forwards used in the cash flow hedges and the net investment
hedges, the group designates as a hedging instrument only the change in the value of the spot
component of a forward contract (and not the forward element). The differential between the
contracted forward rate and the market spot rate, defined as forward points, is recognized in
other comprehensive income and accumulated in the hedge reserve within total equity.
Cash flow hedge
The effective part of changes in the fair value of derivatives that are designated and qualify as
cash flow hedges are recognized in other comprehensive income, and accumulated in the hedge
reserve within total equity. Amounts accumulated in the hedge reserve are reclassified to profit
or loss within the line where the result from the hedged transaction is recognized, in the same
period the hedged item affects the profit or loss.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
The gain or loss relating to the ineffective part of the hedging relationship is recognized in profit
or loss within financing results.
Reclassification of hedge reserve to profit or loss
When a hedging instrument matures or is sold, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing in the hedge reserve at that time remains
in the hedge reserve and is only reclassified when the hedged transaction is ultimately
recognized in profit or loss. When a hedged transaction is no longer expected to occur, the
cumulative gain or loss in the hedge reserve is reclassified to profit or loss.
Net investment hedge
Fair value changes of derivative financial instruments used to hedge the net investment in
foreign operations, which are determined to be an effective hedge, are recognized directly in
other comprehensive income in the translation reserve. Gains and losses accumulated in the
translation reserve are reclassified to profit or loss when the foreign operation is disposed. If
a hedging relationship is terminated and the derivative financial instrument is not sold, future
changes in the fair value of the derivative financial instrument are recognized in profit or loss.
The gain or loss relating to the ineffective part of the hedging relationship is recognized in profit
or loss within financing results.
Derivatives that do not qualify for hedge accounting
Changes in the fair value of any derivative financial instruments that do not qualify for hedge
accounting are recognized in profit or loss within financing results.
Net investment hedge
The group partially protects total equity from foreign exchange differences using U.S. dollar
currency forward contracts qualifying as net investment hedges, which partially offset the
translation risk on U.S. dollar-denominated subsidiaries and long-term receivables of the
U.S. operations, being the hedged items. The fair value changes of the net investment
hedge partially offset the currency differences on translation of U.S. dollar-denominated
subsidiaries and long-term receivables from U.S. operations, both recognized in other
comprehensive income.
The group had U.S. dollar forward contracts outstanding for a total notional amount of
€255 million ($300 million) at December 31, 2025 (2024: €289 million or $300 million). These hedges
created a U.S. dollar balance sheet cover with a future settlement date, recognized as a financial
asset with a fair value of €0 million at December 31, 2025 (2024: financial liability with a fair value
of €3 million).
The group had U.S. dollar liabilities outstanding for a total notional amount of €374 million
($440 million) at December 31, 2025 (2024: €445 million or $462 million). The U.S. dollar liabilities
include net investment hedges and other U.S. dollar-denominated liabilities. The U.S. dollar balance
sheet cover of 11% (2024: 13%) is defined as the sum of U.S. dollar net investment hedges and
other U.S. dollar liabilities outstanding divided by the group’s net investment in U.S. dollar-
denominated assets.
Cash flow hedge
The group protects against the translation differences on the Japanese yen private placement
(2025 and 2024: ¥20,000 million) and the related interest payments, using cash flow hedges
by means of four cross-currency interest rate swaps. The fair value changes of the cash flow hedges
are recognized in equity until the hedging relationship with the corresponding hedged instrument
is terminated. At that moment, the translation differences are reclassified to profit or loss.
Currency forwards
The group partially protects net profit from foreign exchange differences using U.S. dollar and
other currency forwards not qualifying for hedge accounting. The fair value changes of these
currency forwards are recognized in financing results and partially offset any translation risk on
profit or loss elements.
In 2025, the group swapped 59% (2024: 44%) of the net financing results of €86 million
(2024: €62 million) into U.S. dollars using foreign exchange derivatives of $50 million
(2024: $25 million).
Sensitivity
Based on the percentage of 59% for net financing results payable in U.S. dollars, an instantaneous
1% decline of the U.S. dollar against the euro at December 31, 2025, with all other variables
held constant, would result in a decrease of approximately €0.5 million in net financing results
(2024: €0.3 million).
Hedge effectiveness
Before applying hedge accounting, the group assesses, in accordance with the group’s risk
management policies and the parameters of the hedge, whether the designated hedge is
highly effective. In 2025, the group did not record ineffectiveness because of hedging activities
(2024: no ineffectiveness). The group measures hedge effectiveness on a forward-looking basis at
the inception of the hedging relationship and on an ongoing basis at reporting dates through a
qualitative assessment of the critical terms of the hedging instrument and the hedged item. The
hedge values will generally move in the opposite direction because of the same risk and hence an
economic relationship exists. The results of these effectiveness tests all satisfied the effectiveness
criterion during the year.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
Currency risk sensitivity
The following table details the group’s sensitivity to a 1% weakening of the U.S. dollar against
the euro:
2025
2024
Revenues
(40)
(40)
Adjusted operating profit
(14)
(14)
Operating profit
(14)
(13)
Adjusted net profit
(11)
(12)
Profit for the year
(11)
(11)
Shareholders’ equity at December 31
(29)
(29)
Adjusted free cash flow
(12)
(12)
Sensitivity analysis
A sensitivity analysis on the derivative financial instruments portfolio yields the following results,
assuming an instantaneous 1% decrease of the U.S. dollar and Japanese yen against the euro from
their levels at December 31, 2025, and an instantaneous 1% increase of the U.S. dollar, Japanese yen,
and euro interest rates:
Derivative financial instruments sensitivity
Exchange rate Interest rate
in millions, unless Type of movement movement
otherwise stated
Hedged risk
Amount
instrument € €
Changes in ¥ floating
Cross
-
currency
interest payments and ¥ interest rate
Cash flow hedge
exchange rates
¥20,000
swaps
(1)
2
Changes of the U.S. dollar
net investments due to
fluctuations of U.S. dollar Forward
Net investment hedge
exchange rates
$300
contracts
2
0
Interest rate risk
The group is exposed to interest rate risk. The group aims to mitigate the impact on its results
and cash flows of interest rate movements, both by arranging fixed or variable rate funding and
by use of derivative financial instruments. At December 31, 2025, the group’s interest rate position
(excluding cash and cash equivalents and lease liabilities) was 96% (2024: 91%) carried at a fixed
rate. The credit facility and the Euro Commercial Paper program have a variable interest rate.
Assuming the same mix of variable and fixed interest rate instruments, an instantaneous increase
of interest rates of 1% compared to the rates on December 31, 2025, with all other variables held
constant, would result, on an annual basis, in an increase of approximately €2 million in net
financing results (2024: €3.5 million).
Liquidity risk
Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial asset.
The group’s approach to manage liquidity is to ensure, as far as possible, that it will have enough
liquidity to meet its liabilities when they are due.
The group actively manages liquidity risk by maintaining enough cash and cash equivalents, and by
the availability of committed borrowing capacity. To reduce liquidity risk, the group has established
the following minimum requirements:
• No more than 25% of outstanding gross debt minus available cash should be repayable within
a 12-month period;
• Acquiring of funding to start at least one year in advance of all maturing debt or alternative
committed funding should be in place; and
• Minimum headroom of €500 million (sum of unused committed credit facilities, cash and cash
equivalents, and derivative financial assets, minus other short-term debt, current deferred
acquisition payables, current derivative financial liabilities, and bank overdrafts).
Per December 31, 2025, the group has access to the unused part of the committed credit facilities
of €600 million in total (2024: €600 million) and cash and cash equivalents of €932 million
(2024: €954 million), minus other short-term debt, current deferred and contingent acquisition
payables, bank overdrafts, Euro Commercial Paper, and current derivative financial liabilities
totaling €222 million (2024: €364 million). The headroom was €1,310 million at year-end 2025
(2024: €1,190 million).
No assets have been collateralized or in any other way secured under debt contracts.
Exposure to liquidity risk
The following tables relate to the remaining contractual cash flows of financial liabilities at the
reporting date. These tables show net cash flow amounts for derivative financial instruments that
have simultaneous cash settlements. The amounts for the non-derivative financial instruments are
gross and undiscounted and include estimated interest payments and exclude the impact of netting
agreements. For the remaining contractual cash flows of lease liabilities, refer to Note 19 – Leasing.
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Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
Contractual cash flows 2025
Contractual More
Carrying undiscounted Less than than 5
Non-derivative financial liabilities value cash flows
1 year
1-2 years
2-5 years
years
(excl. lease liabilities)
Bonds:
Bonds 2008-2028
36
42
2
2
38
-
Bonds 2017-2027
500
516
8
508
-
-
Bonds 2020-2030
498
519
4
4
511
-
Bonds 2021-2028
499
503
1
1
501
-
Bonds 2022-2026
500
515
515
-
-
-
Bonds 2023-2031
696
857
26
26
79
726
Bonds 2024-2029
599
679
20
20
639
-
Bonds 2025-2032
495
619
17
17
51
534
Bonds 2025-2030
499
575
15
15
545
-
Private placements:
Private placements 2008-2038
108
155
4
4
11
136
Long- and short-term deferred and
contingent acquisition payables
50
50
1
49
0
-
Other debt
16
16
-
8
8
-
Borrowings and bank overdrafts
221
221
221
-
-
-
Trade payables
131
131
131
-
-
-
Total
4,848
5,398
965
654
2,383
1,396
Derivative financial instruments
(Receipts)
(256)
(256)
Payments
253
253
Foreign exchange derivatives
0
(3)
(3)
0
0
0
(Receipts) (155)
(4)
(4)
(11)
(136)
Payments
222
8
8
23
183
Cross-currency interest rate swaps
38
67
4
4
12
47
Total derivative financial liabilities/
(assets)
38
64
1
4
12
47
Contractual cash flows 2024
Contractual More
Carrying undiscounted Less than than 5
Non-derivative financial liabilities value cash flows
1 year
1-2 years
2-5 years
years
(excl. lease liabilities)
Bonds:
Bonds 2008-2028
36
45
2
2
41
-
Bonds 2017-2027
499
524
8
8
508
-
Bonds 2020-2030
497
523
4
4
11
504
Bonds 2021-2028
499
505
1
1
503
-
Bonds 2022-2026
499
530
15
515
-
-
Bonds 2023-2031
695
884
26
26
79
753
Bonds 2024-2029
599
699
20
20
659
-
Private placements:
Private placements 2008-2038
122
177
4
4
12
157
Long- and short-term deferred and
contingent acquisition payables
2
2
2
0
-
-
Other debt
21
21
-
11
10
-
Borrowings and bank overdrafts
359
359
359
-
-
-
Trade payables
159
159
159
-
-
-
Total
3,987
4,428
600
591
1,823
1,414
Derivative financial instruments
(Receipts)
(286)
(286)
Payments
281
281
Foreign exchange derivatives
3
(5)
(5)
0
0
0
(Receipts)
(177)
(4)
(4)
(12)
(157)
Payments
230
8
8
23
191
Cross-currency interest rate swaps
17
53
4
4
11
34
Total derivative financial liabilities/
(assets)
20
48
(1)
4
11
34
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Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
Credit risk
Credit risk represents the loss that would be recognized if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the group’s
receivables from customers, unbilled revenues, and investments in debt securities. The carrying
amount of non-derivative financial assets represents the maximum credit exposure and amounted
to €2,115 million at December 31, 2025 (2024: €2,202 million).
Financial instruments and excess cash at financial institutions
The group is exposed to credit risks due to its use of derivatives and because of excess cash
deposited at banks. It is the group’s policy to conclude financial transactions under ISDA
(International Swap Dealers Association) master agreements. Cash invested and financial
transactions are only concluded with financial institutions with strong credit ratings (at least a
credit rating of A-/A3). Furthermore, credit limits per counterparty are in place and are monitored
periodically.
At December 31, 2025, there were no material credit risk concentrations outstanding while the
average weighted credit rating of counterparties was A+ (2024: A+). The aim is to spread transactions
among counterparties. No credit limits were materially exceeded during the reporting period and
management does not expect any losses from non-performance by these counterparties on current
outstanding contracts.
Trade receivables and unbilled revenues
The group has a natural exposure to credit risk in its operational business. This exposure of the
group’s operating companies to credit risk is inherently limited, considering the diversified
customer portfolio of the group, and since a substantial part of the transactions is prepaid by
customers. The group’s operating companies actively monitor the solvency of their key accounts
and assess creditworthiness of customers before concluding a contract.
The group determines the impairment on trade receivables and unbilled revenues using the
lifetime expected credit loss model, whereby the historical credit losses on trade receivables
(a credit event) are used as a base for the future expected credit losses. The accounting policy and
the assumptions are periodically evaluated by the group using macroeconomic data and historical
back-testing of the assumptions.
At December 31, 2025, the loss allowances on trade receivables and unbilled revenues amounted to
€76 million. The majority of these loss allowances relate to trade receivables that are overdue for
more than one year, as legislation in various countries does not allow a write-off until a certain
number of years is passed.
The trade receivables and unbilled revenues that are not overdue for more than one year or
have no specific impairment risk have sound creditworthiness and meet the credit rating grades
as defined in the internal policy for assessing the impairment of financial assets. For each
trade receivable less than one year overdue, there is a loss allowance of at least 0.5% of the
outstanding balance.
For material accounting policy information and estimates and judgments applied in determining
the loss allowances on trade receivables and unbilled revenues, refer to Note 9 – Sales costs
and Note 24 – Contract balances.
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Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
Fair value of financial instruments
The following table shows the carrying amounts and fair values of financial assets and liabilities (excluding lease liabilities), including their levels in the fair value hierarchy.
2025
2024
Non-derivative financial instruments:
Carrying value
Fair value
Level 1
Level 2
Level 3 Carrying value
Fair value
Financial assets at fair value through profit or loss
0
0
0
0
0
Unbilled revenues*
80
80
80
80
Trade receivables*
1,075
1,075
1,129
1,129
VAT, sales tax, and other taxation*
19
19
22
22
Miscellaneous receivables*
14
14
16
16
Interest receivable*
1
1
1
1
Deferred divestment consideration receivable*
4
4
0
0
Cash and cash equivalents*
932
932
954
954
Total non-derivative financial assets
2,125
2,125
0
2,202
2,202
Bonds 2008-2028
36
39
39
36
40
Bonds 2017-2027
500
495
495
499
487
Bonds 2020-2030
498
451
451
497
444
Bonds 2021-2028
499
474
474
499
462
Bonds 2022-2026
500
501
501
499
501
Bonds 2023-2031
696
716
716
695
723
Bonds 2024-2029
599
607
607
599
609
Bonds 2025-2032
495
496
496
-
-
Bonds 2025-2030
499
497
497
-
-
Private placements 2008-2038
108
114
114
122
140
Long- and short-term deferred and contingent acquisition payables
50
50
50
2
2
Other debt*
16
16
21
21
Borrowings and bank overdrafts*
221
221
359
359
Trade payables*
131
131
159
159
Interest payable*
68
68
51
51
Total non-derivative financial liabilities
4,916
4,876
4,276
114
50
4,038
3,998
Derivative financial instruments:
Non-current assets
-
-
-
-
Current assets
0
0
-
-
Total derivative financial assets
0
0
0
0
Non-current liabilities
38
38
38
17
17
Current liabilities
0
0
0
3
3
Total derivative financial liabilities
38
38
38
20
20
*
Fair value approximates the carrying amount.
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Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
Fair value hierarchy
The fair values have been determined by the group based on market data and appropriate
valuation methods/quotes. Valuation methods include:
• Level 1: reference to quoted prices (unadjusted) in active markets for similar assets and liabilities;
• Level 2: inputs other than quoted prices that are observable for the asset or liability and that may
have a significant impact on the fair value, either directly (i.e., as prices) or indirectly (i.e., derived
from prices) based on discounted cash flow analyses, using data input of observable financial
markets and financial institutions; and
• Level 3: inputs that are not based on observable market data. The valuation method can be based
on discounted cash flow analyses, or other models that are substantially identical.
There has been no change in the fair value hierarchy compared to 2024.
The Level 3 fair value movements in non-derivative financial liabilities
2025
2024
Balance at January 1
2
5
Acquired through business combinations
Note 8
49
0
Settlements
Note 8
(2)
(3)
Fair value changes of contingent considerations
Note 11
0
0
Unwinding of discount of contingent consideration
Note 14
0
-
Foreign exchange differences
1
0
Balance at December 31
50
2
Deferred and contingent acquisition payables
Material accounting policy information
Non-derivative financial liabilities at fair value through profit or loss comprise deferred and
contingent considerations and are measured at fair value. Changes therein are recognized in
profit or loss. The contingent considerations are based on a discounted cash flow model, which
considers the present value of expected payments, using a risk-adjusted discount rate. The
expected payment is determined by considering possible scenarios, the amount to be paid
under each scenario, and the probability of each scenario. The estimated fair value could
increase (or decrease) if assumptions change.
The fair value of the deferred and contingent acquisition payables balance amounted to
€50 million (2024: €2 million) and can be presented as follows:
Fair value of the deferred and contingent acquisition payables balance
Fair value Maximum Fair value
December 31, Of which: short Of which: long exposure December 31,
2025 term term (undiscounted) 2024
Total
50
1
49
63
2
Note 30 – Employee benefits
2025
2024
Retirement plans
9
11
Other post-employment benefit plans
44
47
Other long-term employment benefit plans
9
9
Total
62
67
Material accounting policy information
Defined contribution plans
Obligations for contributions to defined contribution plans are recognized as employee benefit
expenses in profit or loss in the period during which services are rendered by employees.
Prepaid contributions are recognized as an asset to the extent that a cash refund or reduction
in future payments is available.
Defined benefit plans
The group’s net obligation in respect of defined employee benefit plans is calculated separately
for each plan by estimating the amount of future benefits that employees have earned
in the current and prior periods, discounting that amount, and deducting the fair value of
any plan assets.
The calculation of defined benefit obligations is performed annually by qualified actuaries using
the projected unit credit method. When the calculation results in a potential asset for the group,
the recognized asset is limited to the present value of economic benefits available in the form of
any future refunds from the plan, or reductions in future contributions to the plan. To calculate
the present value of economic benefits, consideration is given to any applicable minimum
funding requirements.
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Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
All remeasurement gains and losses of the net defined benefit liabilities or assets, which consist
of actuarial gains and losses, return on plan assets (excluding interest), and the effect of the
asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive
income, in the period in which they occur.
The group determines the net interest expense or income on the net defined benefit liability or
asset for the period by applying the discount rate used to measure the defined benefit obligation
at the beginning of the annual period to the net defined benefit liability or asset, considering
any changes in the net defined benefit liability or asset during the period resulting from
contributions and benefit payments. Net interest expense and other expenses related to defined
benefit plans, such as fund administration costs, are recognized in profit or loss, when incurred.
When the benefits of a defined benefit plan are changed or when a plan is curtailed, the
resulting change in the defined benefits that relates to past service or the gain or loss on
curtailment is recognized directly in profit or loss. The group recognizes gains and losses on the
settlement of a defined benefit plan when the settlement occurs. A curtailment occurs when an
entity significantly reduces the number of employees covered by a plan. Amendments to the
terms of a defined benefit plan will be considered plan amendments and will be fully accounted
for as past service costs. If a plan amendment, curtailment, or settlement occurs, the current
service cost and the net interest for the period after the remeasurement are determined using
the assumptions applied for the remeasurement.
Long-term service benefits
The group’s net obligation in respect of long-term service benefits, such as jubilee benefits,
is the amount of future benefits that employees have earned in return for their service in the
current and prior periods. The obligation is calculated using the projected unit credit method
and is discounted to its present value, with the fair value of any related assets deducted.
Estimates and judgments
The net plan assets or liabilities of defined employee benefit plans and the costs related to the
pension and post-retirement medical plans are based on actuarial and economic assumptions.
The main economic assumptions are:
• Discount rate;
• Rate of pension increase;
• Inflation; and
• Medical trend rate.
For actuarial assumptions, the group uses generally accepted mortality rates (longevity risk). The
withdrawal rates and retirement rates are based on statistics provided by the relevant entities
based on past experiences, and validated by local actuaries.
Retirement plans and other post-employment benefit plans
The provisions for retirement and other post-employment plans relate to defined employee benefit
plans.
The group has arranged pension schemes in various countries for most of its employees
in accordance with the legal requirements, customs, and local situation of the countries involved.
These retirement schemes are partly managed by the group itself and partly entrusted to external
entities, such as company pension funds and insurance companies.
In addition, the group provides certain employees with other benefits upon retirement. These
benefits include contributions towards medical plans in the U.S., where the employer refunds part
of the insurance premiums for retirees, or, in the case of uninsured schemes, bears the medical
expenses while deducting the participants’ contributions.
There are open retirement plans for new entrants in the Netherlands and Belgium. The group has
closed plans in Belgium, Canada, and Australia. A closed plan means that no new members can join
the pension plans. However, current participants in the plan can still accrue for future service
benefits, and therefore the plan incurs service costs for the active participants.
If a plan is frozen, the plan is closed to new entrants and existing participants do not build
up future service benefit accruals. The group has frozen plans in the U.S. and the U.K. These plans
have no annual service costs.
In addition to the retirement plans and other post-employment plans, the group has other long-
term employment benefit plans in Australia, Belgium, France, Germany, India, Japan, Mexico, the
Netherlands, New Zealand, Poland, and the U.S.
Retirement plans
The group has its largest defined benefit retirement plan in the Netherlands with defined benefit
obligations of €1.1 billion as of December 31, 2025, followed by the United Kingdom and Belgium
with defined benefit obligations of €75 million and €70 million, respectively. The U.S. defined
retirement plan, with €64 million of defined benefit obligations at the end of 2024, was terminated
by November 30, 2025. All plans are funded schemes.
The Netherlands
In the Netherlands, the scheme is a career average salary-based scheme. Members accrue a portion
of their current salary at a rate calculated to enable them to reach a pension level based on their
average salary. The Dutch pension plan is subject to the supervision of the Dutch Central Bank
(DNB). The scheme funding level is determined by the new Financial Assessment Framework (nFTK),
whereby funding liabilities are determined based on a 120-month moving average of the 20-year
forward rate. Benefit reductions, if necessary, will be smoothed over time when recovery to full
funding within eight years is not expected. Reductions will amount to one-eighth of the deficit at
the measurement date. Indexation of pension entitlements will not be allowed at funding ratios
below 110%, while full indexation will be allowed only at funding ratios higher than approximately
139.2% (these are year- and plan-specific).
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Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
The Dutch pension scheme has an unaudited 12-month rolling average coverage ratio of 134.1% at
December 31, 2025 (2024: 131.1%). If this ratio is below 104%, a rolling eight-year recovery plan
should be submitted to the DNB, on an annual basis. The pension premiums are in general based
on contributions by the employer (two-thirds) and employees (one-third). The total annual pension
contribution has been determined at 24.5% of base salary for 2025, of which the employer
contributed the excess above the 24.0% basic premium. The pension base is capped.
United States
The U.S. retirement scheme has an annual statutory valuation which forms the basis for
establishing the employer contribution each year (subject to ERISA and IRS minimums). The U.S.
scheme was a final salary-based scheme, based on years of credited service, but has been
terminated in 2025.
United Kingdom
The U.K. retirement scheme is a final salary-based scheme, but it is a frozen plan. The trustees of
the pension fund are required by law to act in the interests of the fund’s beneficiaries and are
responsible for the investment policy regarding the assets of the fund. The board of trustees
consists of an equal number of company-appointed and member-nominate directors.
The level of funding is determined by statutory triennial actuarial valuations in accordance with
pension legislation. Where the scheme falls below 100% funded status, the group and the scheme
trustees must agree on how the deficit is to be remedied. A pension rate increase is usually a fixed
promise and is built into the funding requirement. The U.K. Pensions Regulator has significant
powers and sets out in codes and guidance the parameters for scheme funding. Based on the
5 April 2023 triennial valuation (formalized in May 2024) it was concluded that the scheme is in
surplus, and no recovery plan or deficit contributions are required.
In 2024, the trustee of the Wolters Kluwer Holdings (UK) PLC Final Salary Scheme entered into an
agreement with the Pension Insurance Company (PIC), a specialist insurer of UK defined benefit
pension plans, to purchase a bulk annuity insurance policy, known as a ‘buy-in’, as part of its
de-risking strategy. The buy-in agreement transferred the principal economic and demographic
risks associated with the U.K. retirement scheme to PIC and removed the volatility in relation to
the U.K. retirement scheme from the Group’s consolidated statement of financial position.
The main risk that the Group retains is counterparty risk, with market risk on the assets that were
remaining in the U.K. retirement scheme at the transaction date now largely removed.
Other post-employment plans
Other post-employment plans exist in the U.S., Canada, and Italy. These plans have no plan assets
and are unfunded. The main plan is the post-employment medical plan in the U.S., which was
closed to new entrants in 2021. The group funds the U.S. post-employment medical plan obligations
on a pay-as-you-go basis. If healthcare costs in the future increase more than anticipated, the
actuarially determined liability, and as a result the related other post-employment benefit plan
expense, could increase along with future cash outflows.
Funding requirements
Funding requirements of the plans are based on local legislation and separate actuarial valuations
for which the assumptions differ from the assumptions used under IAS 19 – Employee Benefits. The
funding requirements are based on each pension fund’s actuarial measurement framework set out
in the funding policies of the individual plans.
In the Netherlands, there is no formal requirement to fund deficits of the plan by the employer.
The U.K. Pensions Regulator has the power to demand more funding and support where a pension
scheme has been exposed to an unacceptable level of risk. Wolters Kluwer N.V. issued a guarantee
of £18 million which was lowered in 2025 to £5 million (or €6 million at December 31, 2025), and prior
years’ positive pledge issued by a Wolters Kluwer U.K. group company in the event of paying
dividends and/or repaying intercompany loans, has been replaced by a cash commitment.
Following the buy-in in 2024, Wolters Kluwer Holdings UK have agreed with the Trustees to reduce
the parental guarantee from £18 million to £5 million, effective December 11, 2025.
Risk management of main plans in the group
The retirement and other post-employment plans expose the group to actuarial risks, such
as longevity risks, interest rate risks, investment and market risks, and currency risks.
The group has restructured employee benefit plans in the past by moving existing and newly hired
employees to defined contribution plans or by freezing the plans (either with no future service
benefit accruals and/or no new participants entering the plan). These redesigns reduce or cancel
future benefit accruals in the plans and consequently reduce the pace of liability growth. The group
also reviews periodically its financing and investment policies (liability-driven investments) and its
liability management (lump-sum offerings).
The various plans manage their balance sheet to meet their pension promise. By using asset
liability management (ALM) studies, major risk sources are identified, and the impact of decisions is
assessed by quantifying the potential impact on elements like future pensions, contributions, and
funded ratio. These ALM studies also determine risk and return measures that consider the
interests of all stakeholders. The outcome of these studies results in a risk-return trade-off, taking
the duration of pension liabilities into account, which will be an integral part of the investment
strategy. The investment strategy covers the allocation of asset classes and hedging strategies, and
also decisions on new and alternative asset classes, passive versus active investments, leverage,
and the use of derivatives.
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Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
Actuarial assumptions for retirement and other post-employment benefit plans
The discount rate is the yield rate at the end of the reporting period on high-quality corporate
bonds that have maturity dates approximating the terms of the group’s obligations and that are
denominated in the same currency in which the benefits are expected to be paid. The calculation
is performed annually by qualified actuaries.
The following weighted-average principal actuarial assumptions were used to determine
the pension expense and other post-employment plans’ expense for the year under review, and
defined benefit obligations at the end of the reporting period:
in %
2025
2024
Retirement plans
Discount rate to discount the obligations at year-end
4.3
3.6
Discount rate for pension expense
3.6
3.3
Expected rate of pension increases (in payment) at year-end
3.7
3.1
Expected rate of pension increases (in deferral) at year-end
3.7
3.1
Expected rate of inflation increase for pension expense
2.0
2.2
Other post-employment benefit plans
Discount rate to discount the obligations at year-end
4.6
4.8
Discount rate for pension expense
4.8
4.3
Medical cost trend rate
3.0
3.0
For most of the retirement and other post-employment schemes, the discount rate is determined or
validated using a general accepted methodology in selecting corporate bonds by the group advisory
actuary. For the U.S. plans, the discount rate is based on the yield curve/cash flow matching approach
which uses spot yields from the standard FTSE and the timing of the cash flows of the plan.
Mortality assumptions for the most important plans are based on the following retirement
mortality tables:
• The Netherlands: AG projection table 2024, including fund specific 2022 experience loading (2024:
AG projection table 2024, including fund-specific 2022 experience loading);
• Belgium: (M/F) MR-3/FR-3 (2024: (M/F) MR-3/FR-3);
• U.S.: No longer applicable in 2025 (2024: Pri-2012 Mortality Table with MP 2021 projections); and
• U.K.: SAPS S3 (Year of Birth) CMI 2022 projections with 1.25% long-term improvement rate (2024:
SAPS S3 (Year of Birth) CMI 2022 projections with 1.25% long-term improvement rate).
Assumptions regarding future mortality experience are set based on actuarial advice and best
estimate mortality tables in the applicable countries.
The current life expectancies underlying the value of the defined benefit retirement obligations at
December 31, 2025, are as follows:
in years
The Netherlands
United Kingdom
Life expectancy at age of 65 now – Male
22.1
21.6
Life expectancy at age of 65 now – Female
24.5
23.7
Life expectancy aged 65 in 20 years – Male
24.0
22.7
Life expectancy aged 65 in 20 years – Female
26.4
25.2
Given the nature of the defined benefit obligations in Belgium, Italy, and Australia, with lump-sum
benefit payments at retirement date instead of annuity payments, the impact of changing life
expectancy after the retirement age on the plan liabilities is limited in these countries.
Sensitivity retirement plans
Gross service cost
(excluding interest)
Defined benefit obligations
2025
Baseline
16
1,271
Decrease of Increase of Decrease of Increase of
Change compared to baseline assumption assumption assumption assumption
Discount rate (change by 1%)
5
(3)
218
(171)
Pension increase rate (change by 0.5%)
(1)
2
(87)
98
Inflation increase rate (change by 0.5%)
(2)
3
(157)
192
Mortality table (change by 1 year) -
0
(2)
53
Gross service cost represents the annual accrual of liability due to another year of service,
excluding any interest or offsetting employee contributions, and therefore differs from the current
service cost included in the calculation of the pension expense.
Sensitivity of the defined benefit obligations (DBO) of retirement plans in the consolidated
statement of financial position and the defined benefit expense of the retirement plans in the
consolidated statement of profit or loss (P&L)
The Netherlands
Belgium
United Kingdom
DBO
P&L
DBO
P&L
DBO
P&L
Discount rate sensitivity
P
P
P
‒
P
‒
Pension increase sensitivity
P
P
‒
‒
P
‒
Inflation rate sensitivity
P
P
‒
‒
P
‒
Mortality sensitivity
P
P
P
‒
P
‒
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Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
Pension rate increases are only applicable for the plans in the Netherlands and the United
Kingdom. Pension increases in the Netherlands relate to price inflation. However, these increases
are conditional and depend on the funding position of the Dutch pension fund. Pension increases
are therefore capped. The pension increase assumption is based on the liability ceiling approach
and determined as the rate of increase such that the present value of vested benefits, including the
assumed rate of pension increases, is not greater than the fair value of plan assets. For 2025, this
resulted in a Dutch pension increase assumption of 3.80% compared to 3.11% at year-end 2024.
Since the retirement plans in the United States and the United Kingdom are frozen, the service cost
is zero and not sensitive for changes in discount rate, pension increases, inflation, or longevity.
Sensitivity of other post-employment plans
Gross service costs
(excluding interest)
Defined benefit obligations
2025
Baseline
1
44
Change compared to baseline
Discount rate (change by -1%)
0
(3)
Discount rate (change by +1%)
0
3
The actual medical cost trend rate in the United States exceeds the applied medical cost trend rate
for its main medical plan, which is capped at 3% (2024: 3%) according to the plan rules. The main
U.S. medical plan is therefore hardly sensitive to medical cost increases.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
Plan liabilities and plan assets
Defined benefit Other post-employment
retirement plans plans
Plan liabilities
2025
2024
2025
2024
Fair value at January 1
1,369
1,352
47
45
Employer service cost
13
15
1
1
Interest expense on defined benefit obligations
49
44
2
2
Administration costs and taxes
2
2
-
-
Benefits paid by fund
(52)
(55)
-
-
Benefits paid by employer
-
-
(3)
(3)
Remeasurement (gains)/losses
(50)
25
-
-
Acquired through business combinations -
1
0
-
Contributions by plan participants
4
4
-
-
Settlements
(57)
-
-
-
Plan amendments and curtailments
1
(27)
-
-
Foreign exchange differences
(9)
8
(3)
2
Fair value at December 31
1,270
1,369
44
47
Plan assets
Fair value at January 1
1,358
1,337
-
-
Interest income on plan assets
49
44
-
-
Return on plan assets greater than discount rate
(46)
6
-
-
Benefits paid by fund
(52)
(55)
(3)
(3)
Acquired through business combinations - 1
-
-
Contributions by employer
14
13
3
3
Contributions by plan participants
4
4
-
-
Settlements
(57)
-
-
-
Foreign exchange differences
(9)
8
-
-
Fair value at December 31
1,261
1,358
0
0
Funded status
Deficit/(surplus) at December 31
9
11
44
47
Irrecoverable surplus - 0
-
-
Net liability at December 31
9
11
44
47
Pension expenses
Defined benefit Other post-employment
retirement plans plans
2025
2024
2025
2024
Employer service cost
13
15
1
1
Past service costs – plan amendment loss/(gain)
1
(27)
-
-
Interest expense on irrecoverable surplus - 0
-
-
Interest expense on defined benefit obligations
49
44
2
2
Interest income on plan assets
(49)
(44)
-
-
Administration costs and taxes
2
2
0
-
Total pension expense
16
(10)
3
3
Of which is included in:
Employee benefit expenses
Note 12
16
(11)
1
1
Other finance (income)/costs
Note 14
0
1
2
2
In 2025, there was no asset ceiling in the U.K. pension plan (2024: no asset ceiling). The surplus is
not recognized as a pension asset as there is no unconditional right to a refund of this surplus from
the U.K. scheme. The U.K. pension fund has no liability in respect of minimum funding requirements
(2024: no liability).
Plan amendments
In 2024, the Dutch social partners agreed that as of January 1, 2027, the current Dutch defined
benefit plan will transition to a defined contribution plan, and that both current risks and future
accruals will cease as of that date. This decision resulted in a plan amendment gain of €27 million
in 2024.
In 2025, the decision to transition by January 1, 2027, has been postponed to January 1, 2028.
As a result, the company recognized a plan amendment loss of €1 million.
Employer contributions
The group’s employer contributions to be paid to the defined benefit retirement plans in 2026 are
estimated at €14 million (2025: actual employer contributions of €14 million).
Settlements
The U.S. pension plan was terminated as of November 30, 2025, with economic assumptions set as
at remeasurement date of the termination. At termination date, the final defined benefit obligation
of €57 million was settled and paid in full using the available plan assets of €57 million in the fund.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
Remeasurements
The pre-tax cumulative amount of remeasurement gains/losses recognized in the consolidated
statement of comprehensive income is as follows:
2025
2024
Position at January 1
(126)
(121)
Recognized in other comprehensive income
4
(5)
Cumulative amount at December 31
(122)
(126)
Remeasurement gains/(losses) for the year
2025
2024
Remeasurement gains/(losses) due to experience adjustments
2
16
Remeasurement gains/(losses) due to changes in demographic assumptions - 3
Remeasurement gains/(losses) due to changes in financial assumptions
48
(44)
Remeasurement gains/(losses) on defined benefit obligations
50
(25)
Return on plan assets greater/(lower) than discount rate
(46)
6
Change in irrecoverable surplus, other than interest and foreign exchange
differences
0
14
Recognized remeasurement gains on defined benefit plans in other
comprehensive income
4
(5)
Experience adjustments result from changes, such as changes in plan populations, data corrections,
and differences in cash flows.
Changes in demographic assumptions relate to differences between the current and previous
actuarial assumptions in mortality tables, rate of employee turnover, disability, and early
retirement.
Changes in financial assumptions relate to differences between the current and previous actuarial
assumptions, such as discount rate, pension rate increase, price increases, and future salary and
benefit levels.
The actual consolidated return on plan assets for the year ended December 31, 2025, was a gain of
€3 million (2024: gain of €50 million).
Duration
Duration is an indicator of the plan liabilities’ sensitivity for changes in interest rates. The liability-
weighted duration for the defined benefit plan liabilities at year-end is as follows:
number of years
2025
2024
Retirement plans
The Netherlands
16.0
16.5
United Kingdom
10.4
10.7
United States - 8.7
Other post-employment plans
United States
6.1
6.3
Investment mix
The breakdown of plan assets as of December 31 is as follows:
Equity
2025
Quoted
Unquoted
2024
Quoted
Unquoted
Equity
356
356
-
392
392
-
Private equity
1
-
1
1
- 1
Bonds
Government bonds
420
420
-
396
396
-
Corporate bonds
160
160
-
177
177
-
Other bonds
0
-
-
0
-
-
Asset-backed securities
93
93
-
111
111
-
Other
Insurance contracts
136
73
63
205
77
128
Real estate
86
41
45
97
45
52
Derivatives and other securities
(57)
(57)
-
(27)
(27)
-
Cash
66
66
-
6
6
-
Total
1,261
1,152
109
1,358
1,177
181
At December 31, 2025, 91% of the plan assets relate to quoted financial instruments (2024: 87%). Plan
assets do not include any direct investments in the group or financial instruments issued by the
group, nor do they include any property or other assets used by the group. However, pension plans
invest in index funds and as a result these plans may indirectly hold financial instruments issued by
the group.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 30 – Employee benefits continued
Proportion of plan assets
in %
2025
2024
Equity
28
29
Bonds
53
50
Other
19
21
Total
100
100
Note 31 – Provisions
2025
2024
Provision for restructuring commitments
24
16
Provision for acquisition integration
1
1
Restructuring provisions
25
17
Legal provisions
9
11
Other provisions
4
5
Total
38
33
Of which short term
33
28
Material accounting policy information
Restructuring provisions
The restructuring provisions include liabilities arising from changes in the organizational
structure, integration of activities following an acquisition, expected redundancy payments, and
onerous contracts.
Legal provisions
For legal and judicial proceedings against the group, a legal provision is recognized only if both
an adverse outcome is probable and the amount of the loss can be reliably estimated. If one of
these conditions is not met, the proceeding or claim is disclosed as a contingent liability
if material.
Other provisions
Other provisions primarily include provisions for dilapidation commitments on real estate
leases.
Estimates and judgments
Legal provisions
The group is involved in legal and judicial proceedings in the ordinary course of business.
Provisions and contingencies related to these matters are periodically assessed based on the
latest information available, usually after consultation with and the assistance of lawyers and
other specialists.
The prediction of the outcome and the assessment of a possible loss by management are based
on management’s judgments and estimates. The actual outcome of a proceeding or claim may
differ from the estimated liability.
Refer to Note 36 – Commitments, contingent assets, and contingent liabilities.
Movements in provisions
Restructuring Legal Other
provisions provisions
provisions
2025
2024
Long-term provisions at January 1
1
2
2
5
5
Add: short-term provisions
16
9
3
28
21
Total provisions at January 1
17
11
5
33
26
Movements
Additions for restructuring of
stranded costs
Note 8
3
-
-
3
1
Additions for acquisition integration
Note 11
1
-
-
1 -
Other additions
16
3
2
21
18
Total additions
20
3
2
25
19
Appropriation of provisions
(8)
-
-
(8)
(9)
Release of provisions
(3)
(4)
(2)
(9)
(5)
Divestment of operations
0
-
(1)
(1)
0
Exchange differences
(1)
(1)
-
(2)
2
Total movements
8
(2)
(1)
5
7
Total provisions at December 31
25
9
4
38
33
Less: short-term provisions
(23)
(8)
(2)
(33)
(28)
Long-term provisions at December 31
2
1
2
5
5
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 32 – Capital and reserves
Authorized share capital and number of shares
The authorized share capital amounted to €102.0 million, consisting of €51.0 million in ordinary
shares (425 million of ordinary shares with a nominal value of €0.12 per ordinary share) and
€51.0 million in preference shares (425 million of preference shares with a nominal value of
€0.12 per preference share).
Ordinary shares
The issued share capital consists of ordinary shares.
On September 19, 2025, the company completed the reduction in ordinary share capital approved
by shareholders at the Annual General Meeting of Shareholders held on May 15, 2025. In 2025, the
company canceled 6,000,000 ordinary shares to the amount of €918 million previously held as
treasury shares (2024: 10,000,000 ordinary shares were canceled to the amount of €1,187 million).
Consequently, in 2025, the total number of issued ordinary shares is reduced to 232,516,153 with a
nominal value of €28 million (2024: 238,516,153 shares with a nominal value of €29 million).
Incremental costs directly attributable to the issuance of ordinary shares are recognized as
a deduction from equity, net of any tax effects.
Preference shares
Preference share capital is classified as equity if it is non-redeemable or redeemable only at the
company’s option, and any dividends are discretionary. There are no preference shares issued.
Repurchase and reissue of share capital (treasury shares)
When share capital recognized as equity is repurchased (treasury shares), the amount of the
consideration paid, including directly attributable costs, is recognized as a change in equity.
For a reconciliation of the weighted-average number of shares and earnings per share, see Note 7 –
Earnings per share.
Treasury shares
Shares repurchased by the company are added to and held as treasury shares. Treasury shares are
measured at cost, representing the market price on the acquisition date. The treasury share reserve
is not available for distribution. Treasury shares are deducted from retained earnings. The group
offsets the dilution of its performance share issuance annually via share repurchases. A part of the
treasury shares is retained and used to meet future obligations under share-based incentive
schemes.
In 2025, the group executed a share buyback of €1,100 million (2024: €1,000 million). The group
repurchased 8.6 million (2024: 6.7 million) of ordinary shares under this program at an average stock
price of €128.45 (2024: €149.23). In 2025, the group used 0.4 million shares held in treasury for the
vesting of the LTIP grant 2022-24 and vesting of RSU plans.
In November 2025, the company signed a mandate to execute up to €200 million in share buybacks
for the period starting November 6, 2025, up to and including February 23, 2026.
Number of shares
Number of ordinary Minus: number of Total number of ordinary
in thousands of shares, unless shares treasury shares shares outstanding
otherwise stated
2025
2024
2025
2024
2025
2024
At January 1
238,516
248,516
(4,150)
(8,005)
234,366
240,511
Cancelation of shares
(6,000)
(10,000)
6,000
10,000
0
0
Repurchased shares
-
-
(8,563)
(6,701)
(8,563)
(6,701)
Long-term incentive plan
-
-
371
556
371
556
At December 31
232,516
238,516
(6,342)
(4,150)
226,174
234,366
Issued share capital at €0.12 (€’000)
27,902
28,622
Proposed dividend per share (€)
2.52
2.33
Proposed dividend distribution
(€’000)
573,604
547,818
Legal reserve participations
Legal reserve participations contain appropriations of profits of group companies, which are
allocated to a legal reserve based on statutory and/or legal requirements. The legal reserve
participations is not available for distribution.
Hedge reserve
Hedge reserve relates to the effective portion of the changes in fair value of the hedging
instruments used for cash flow hedging and net investment hedging purposes. The hedge reserve
is a legal reserve and not available for distribution.
Translation reserve
Translation reserve contains foreign exchange differences arising from the translation of the net
investments in foreign operations. When a foreign operation is sold, accumulated exchange
differences that were recognized in equity prior to the sale are reclassified from equity to profit or
loss as part of the gain or loss on divestment. The translation reserve is a legal reserve and is not
available for distribution.
Dividends
Dividends are recognized as a liability upon declaration. Pursuant to Article 29 of the Articles of
Association, and with the approval of the Supervisory Board, a proposal will be submitted to the
Annual General Meeting of Shareholders to make a total distribution of €2.52 per share over
financial year 2025 (dividend over financial year 2024: €2.33 per share).
Wolters Kluwer 2025 Annual Report
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 32 – Capital and reserves continued
The group applies a semi-annual dividend policy. On February 25, 2025, the Supervisory Board and
the Executive Board resolved to distribute an interim dividend of €0.93 per share, equal to 40% of
prior year’s dividend (2024 interim dividend: 40% of prior year’s dividend). The interim dividend of
€214 million was paid on September 18, 2025. Subject to the approval of the Annual General Meeting
of Shareholders, a final dividend of €360 million, or €1. 59 per ordinary share, will be paid in cash on
June 17, 2026. Refer also to Note 51 – Profit appropriation.
Dividend distributions over financial year
2025
2024
2023
Originally proposed dividend over financial year
574
548
503
Actual payments:
Interim dividend (paid in the financial year)
214
196
176
Final dividend (paid in the subsequent financial year)
349
324
Total dividend distribution
545
500
In 2025, dividends paid to the shareholders of the company amounted to €563 million, or
€2. 43 per ordinary share, consisting of €214 million interim dividend 2025, or €0.93 per ordinary
share, and €349 million final dividend 2024, or €1.50 per ordinary share.
In 2024, dividends paid to the shareholders of the company amounted to €520 million, or
€2. 19 per ordinary share, consisting of €196 million interim dividend 2024, or €0.83 per ordinary
share, and €324 million final dividend 2023, or €1.36 per ordinary share.
Free distributable reserves
The share premium reserve, retained earnings, and undistributed profit for the year are available
for dividend distribution.
Option preference shares
The company has granted an option to purchase preference shares to the Wolters Kluwer Preference
Shares Foundation (Stichting Preferente Aandelen Wolters Kluwer). The dividend on these shares
would equal a normal market rate of return based on a weighted-average interest rate applied by
the European Central Bank. Therefore, the fair value of the option is deemed to be zero.
Shareholder’s equity movement schedule
For the equity movement schedule, refer to Note 48 – Shareholders’ equity.
Note 33 – Share-based payments
2025
2024
Long-term incentive plan
22
27
Restricted Stock Units
4
4
Total equity-settled share-based payments
26
31
Long-term incentive plan
Material accounting policy information
The long-term incentive plan (LTIP) qualifies as an equity-settled share-based payments
transaction. Executive Board members and senior management are awarded shares
under the LTIP with performance conditions based on diluted adjusted earnings per share (EPS)
and Return on Invested Capital (ROIC) at constant currencies, and Total Shareholder Return (TSR)
for the LTIP awards.
The fair values of shares awarded are recognized as an expense with a corresponding increase in
equity. The fair values are measured at the grant date and spread over the period during which
the employees become unconditionally entitled to the shares.
The amount recognized as an expense in each year is adjusted for actual forfeitures due
to participants’ resignations before the vesting date and for share awards for which the related
service and non-market performance conditions are expected to be met, such that the amount
ultimately recognized as an expense is based on the number of awards that meet the related
service (for EPS- and ROIC-conditions) and non-market performance conditions at the
vesting date.
LTIP – TSR-condition
The fair values of the shares awarded based on the TSR performance condition, a market
condition under IFRS 2 – Share-based Payment, is measured using a Monte Carlo simulation
model considering the terms and conditions upon which the shares were awarded.
LTIP – Diluted adjusted EPS-condition and ROIC-condition
The fair values of the shares awarded based on the non-market performance conditions of
diluted (adjusted) EPS and ROIC are equal to the opening share price of Wolters Kluwer N.V. of
the year of the grant, adjusted by the present value of the future dividend payments during the
three-year performance period.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
General
For the Executive Board, the LTIP awards depend on TSR performance (50% of the total value of
the conditionally awarded rights on shares) and on EPS and ROIC performance (30% and 20%
respectively of the total value of the conditionally awarded rights on shares). For senior
management, the LTIP awards depend on TSR performance (50% of the number of conditionally
awarded rights on shares), EPS performance (30% of the number of conditionally awarded rights
on shares), and on ROIC performance (20% of the number of conditionally awarded rights
on shares).
The LTIP 2023-25, 2024-26, and 2025-27 awards are based on TSR performance (weighting of 50%),
diluted adjusted EPS performance (weighting of 30%), and ROIC performance (weighting of 20%).
The TSR-related LTIP awards for the Executive Board and senior management are based on the
same payout schedules.
In 2025, €22 million has been recognized within employee benefit expenses in profit or loss
(2024: €27 million) related to the total cost of the LTIP grants for 2023-25, 2024-26, and 2025-27.
Refer to Note 12 – Employee benefit expenses.
Conditionally awarded TSR-related LTIP shares
The performance period of the LTIP is three years, at the beginning of which a base number
of shares (norm payout) is conditionally awarded to each beneficiary. For the conditional TSR
awards, the payout of shares after three years fully depends on the group’s TSR relative to a
pre-defined group of 15 peer companies. Vesting of these conditional grants is subject to the
condition that the participant stays with the group until the plan’s maturity.
The expense of TSR-related LTIP is recognized ratably in profit or loss over the performance period.
Actual awards at the end of the performance period range from 0% to 150% of the norm payout.
There are no payouts for the Executive Board and senior management if the group ends below the
eighth position in the TSR ranking, while other payouts will be made as follows: 150% for first or
second position, 125% for third or fourth position, 100% for fifth or sixth position, and 75% for
seventh or eighth position.
Conditionally awarded diluted (adjusted) EPS- and ROIC-related LTIP shares
For the diluted (adjusted) EPS- and ROIC-related shares, there are no payouts if the performance
over three years is less than 50% of the targets. In case of overachievement of the targets, the
Executive Board and senior management can earn up to a maximum of 150% of the conditionally
awarded shares.
Key assumptions to the TSR shares
The fair value of TSR shares is calculated at the grant date using a Monte Carlo simulation model.
The LTIP 2025-27 fair value is estimated to be €107.99 as of January 1, 2025.
The inputs to the valuation were the Wolters Kluwer share price of €160.40 on the grant date
(January 1, 2025) and an expected volatility of 20.1% based on historical daily prices over the three
years prior to January 1, 2024.
Dividends are assumed to increase annually (from the 2025 dividend) based on historical trends and
management plans. The model assumes a contractual life of three years and uses the risk-free rate
on Dutch three-year government bonds.
Fair value summary of conditionally awarded LTIP shares
The fair value of each conditionally awarded share under the running LTIP grants for the Executive
Board and senior management of the group, as determined by an external consulting firm, is
as follows:
in euros
Fair value of Adjusted EPS
and ROIC shares at grant Fair value TSR shares
date at grant date
LTIP 2025-27
152.46
107.99
LTIP 2024-26
121.35
86.87
LTIP 2023-25
91.37
68.72
LTIP 2022-24
97.82
71.71
The fair values of the conditionally awarded shares under the LTIP 2025-27 grants increased
compared to the prior year plan, mainly because of the higher share price of Wolters Kluwer
at January 1, 2025, compared to January 1, 2024.
LTIP 2022-24
The LTIP 2022-24 vested on December 31, 2024. On TSR, Wolters Kluwer ranked fourth relative to its
peer group of 15 companies, resulting in a payout of 125% of the conditional base number of shares
awarded to the Executive Board and senior management. The EPS- and ROIC-related shares resulted
in a payout of 145% and 150%, respectively.
A total of 348,299 shares were released on February 27, 2025. At that date, the volume-weighted-
average share price of Wolters Kluwer N.V. was €149.75.
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Financial statements Other informationSustainability statements
Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
LTIP 2022-24: number of shares vested and the cash equivalent thereof
Increase in Increase in Increase in
conditional conditional conditional Payout/
Outstanding number of number of number of vested shares Cash value
number of shares, at December EPS shares ROIC shares TSR shares February 27, vested
unless otherwise stated 31, 2024 (45%) (50%) (25%) 2025 shares*
Executive Board
57,285
6,543
4,846
8,263
76,937
11,521
Senior management
199,459
26,926
20,018
24,959
271,362
40,637
Total
256,744
33,469
24,864
33,222
348,299
52,158
*
Cash value in thousands of euros, calculated as the number of shares vested multiplied by the volume-
weighted-average price on February 27, 2025.
LTIP 2023-25
The LTIP 2023-25 vested on December 31, 2025.
The EPS- and ROIC-related shares resulted in a payout of 98% and 77%, respectively.
On TSR, Wolters Kluwer ranked fifteenth relative to its peer group of 15 companies, resulting in
a payout of 0% of the conditional base number of shares awarded to the Executive Board
and senior management.
The shares will be released on February 26, 2026. The volume-weighted-average price for the shares
released will be based on the average exchange prices traded on the Euronext Amsterdam N.V. on
February 26, 2026, the first day following the publication of the company’s annual results.
Number of performance shares outstanding
LTIP 2023-25
Adjusted
number of shares
Total
EPS-condition
ROIC-condition
TSR-condition
Conditionally awarded grant 2023
338,699
98,605
65,708
174,386
Forfeited in previous years
(34,483)
(10,331)
(6,885)
(17,267)
Shares outstanding at January 1, 2025
304,216
88,274
58,823
157,119
Forfeited during the year
(24,649)
(7,376)
(4,912)
(12,361)
Effect of 98% vesting – EPS-performance
(1,619)
(1,619)
-
-
Effect of 77% vesting – ROIC-performance
(12,405)
- (12,405) -
Effect of 0% vesting – TSR-ranking
(144,758)
-
-
(144,758)
Vested at December 31, 2025
120,785
79,279
41,506
0
LTIP 2024-26
Adjusted
base number of shares at 100% payout
Total
EPS-condition
ROIC-condition
TSR-condition
Conditionally awarded grant 2024
263,249
76,193
50,764
136,292
Forfeited in previous years
(7,362)
(2,209)
(1,472)
(3,681)
Shares outstanding at January 1, 2025
255,887
73,984
49,292
132,611
Forfeited during the year
(23,169)
(6,927)
(4,613)
(11,629)
Shares outstanding at December 31, 2025
232,718
67,057
44,679
120,982
LTIP 2025-27
Adjusted
base number of shares at 100% payout
Total
EPS-condition
ROIC-condition
TSR-condition
Conditionally awarded grant 2025
254,276
72,903
48,572
132,801
Forfeited during the year
(11,317)
(3,395)
(2,263)
(5,659)
Shares outstanding at December 31, 2025
242,959
69,508
46,309
127,142
Overview of outstanding performance shares: LTIP 2024-26 and LTIP 2025-27
base number of shares at 100% payout
LTIP 2024-26
LTIP 2025-27
Total
Conditionally awarded grant 2024
263,249
- 263,249
Forfeited in previous years
(7,362)
- (7,362)
Shares outstanding at January 1, 2025
255,887
- 255,887
Conditionally awarded grant 2025 -
254,276
254,276
Forfeited during the year
(23,169)
(11,317)
(34,486)
Shares outstanding at December 31, 2025
232,718
242,959
475,677
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Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
Restricted stock units
Material accounting policy information
The restricted stock unit (RSU) plan qualifies as an equity-settled share-based payments
transaction.
The fair values of shares awarded are recognized as an expense with a corresponding increase in
equity. The fair values are measured at the grant date and spread over the period during which
the participating employees become unconditionally entitled to the shares. The amount
recognized as an expense is adjusted for actual forfeitures due to participants’ resignations
before the vesting date.
RSU-condition
The fair values of the RSU shares are equal to the share price of Wolters Kluwer N.V. shares at the
date of the grant, adjusted by the present value of the future dividend payments during the
one-year, two-year, and three-year performance period, respectively.
The amount recognized as an expense in each year is adjusted to reflect the number of share
awards for which the related service conditions are expected to be met, such that the amount
ultimately recognized as an expense is based on the number of awards that meet the related
service conditions at the vesting date.
General
In 2023, the company launched a new equity-settled share-based payment plan, restricted stock
units (RSUs). With the launch of the RSU plan, the company is more closely aligning to a
discretionary market compensation structure for key employees just below executives.
RSU shares are granted and vest over time (with one-year, two-years, and three-years vesting
periods), creating a retentive effect as vesting is conditioned on continued participation. There are
no performance conditions that need to be met for the RSU shares to vest.
In 2025, €4 million has been recognized within employee benefit expenses in profit or loss (2024:
€4 million) related to the total cost of the RSU grants. Refer to Note 12 – Employee benefit expenses.
Fair value summary of conditionally awarded RSU shares
The fair value of each conditionally awarded share under the running RSU grants is as follows:
in euros
Fair value
RSU shares
at grant date
March 1
Fair value
RSU shares
at grant
date July 1
Fair value
RSU shares
at grant
date
November 1
RSU shares 2023 – one-year vesting period
107.56
114.26
118.96
RSU shares 2023 – two-years vesting period
105.46
111.98
116.55
RSU shares 2023 – three-years vesting period
103.11
109.43
113.86
RSU shares 2024 – one-year vesting period
143.68
152.45
152.22
RSU shares 2024 – two-years vesting period
141.25
149.83
149.43
RSU shares 2024 – three-years vesting period
138.72
146.88
146.30
RSU shares 2025 – one-year vesting period
145.18
RSU shares 2025 – two-years vesting period
142.53
RSU shares 2025 – three-years vesting period
139.63
Overview of outstanding performance shares
Grant date
Conditionally awarded number of RSU Total number Grant date Grant date November 1,
shares, grant 2023 of RSU shares March 1, 2023 July 1, 2023 2023
One-year vesting period
12,873
11,951
333
589
Two-years vesting period
12,845
11,924
332
589
Three-years vesting period
12,752
11,832
332
588
Total shares conditionally awarded
38,470
35,707
997
1,766
Forfeitures during 2023 and 2024
(1,971)
(1,971)
-
-
Vesting in 2024
(12,516)
(11,594)
(333)
(589)
Shares outstanding at December 31, 2024
23,983
22,142
664
1,177
Forfeitures during the year 2025
(2,439)
(1,917)
- (522)
Vesting in 2025
(11,455)
(10,599)
(332)
(524)
Shares outstanding at December 31, 2025
10,089
9,626
332
131
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Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
Grant date
Conditionally awarded number of RSU Total number Grant date Grant date November 1,
shares, grant 2024 of RSU shares March 1, 2024 July 1, 2024 2024
One-year vesting period
11,678
10,701
323
654
Two-years vesting period
11,549
10,575
323
651
Three-years vesting period
11,451
10,477
323
651
Total shares conditionally awarded
34,678
31,753
969
1,956
Forfeitures during the year 2024
(1,137)
(1,137)
-
-
Vesting in 2024
0
-
-
-
Shares outstanding at December 31, 2024
33,541
30,616
969
1,956
Forfeitures during the year 2025
(1,818)
(1,818)
-
-
Vesting in 2025
(11,230)
(10,253)
(323)
(654)
Shares outstanding at December 31, 2025
20,493
18,545
646
1,302
Grant date
Conditionally awarded number of RSU shares, Total number Grant date Grant date November 1,
grant 2025 of RSU shares March 1, 2025 July 1, 2025 2025
One-year vesting period
10,363
10,363
Two-years vesting period
9,729
9,729
Three-years vesting period
9,729
9,729
Total shares conditionally awarded
29,82
1
29,821
- -
Forfeitures during 2025
(2,103)
(2,103)
- -
Shares outstanding at December 31, 2025
27,718
27,718
0
0
Total conditionally awarded number of RSU Total number RSU grant in RSU grant in RSU grant in
shares of RSU shares 2023 2024 2025
Shares outstanding at January 1, 2024
37,542
37,542
-
-
Conditionally awarded in 2024
34,678
- 34,678 -
Vesting in 2024
(12,516)
(12,516)
-
-
Forfeitures during the year 2024
(2,180)
(1,043)
(1,137)
-
Shares outstanding at January 1, 2025
57,524
23,983
33,541
0
Conditionally awarded in 2025
29,821
-
-
29,821
Forfeitures during the year 2025
(6,360)
(2,439)
(1,818)
(2,103)
Vesting in 2025
(22,685)
(11,455)
(11,230)
-
Shares outstanding at December 31, 2025
58,300
10,089
20,493
27,718
Note 34 – Related party transactions
The company has related party relationships with its subsidiaries, pension funds, and members
of the Supervisory Board and the Executive Board. Related party transactions are conducted at
arm’s length with terms comparable to transactions with third parties. The group has no significant
transactions with, receivables from, or payables to its equity-accounted associates.
For remuneration and shareholdings of key management and the Supervisory Board, refer to Note
37 – Remuneration and shareholdings of the Executive Board and Supervisory Board, and
Remuneration report.
The company has filed a list of subsidiaries and affiliated companies at the offices of the Chamber
of Commerce of The Hague, the Netherlands.
Note 35 – Audit fees
KPMG was appointed as new group auditor by the 2023 AGM, as of financial year 2025. Fees were
charged by KPMG Accountants N.V. and Deloitte Accountants B.V. to the company, its subsidiaries
and other consolidated companies, as referred to in Section 2:382a(1) and (2) of the Dutch Civil
Code, in 2025 and 2024:
Audit fees 2025
KPMG Other KPMG
Accountants member firms
N.V.
and affiliates
Total KPMG
Statutory audit of annual accounts
1.5
2.2
3.8
Other statutory audits -
0.6
0.6
CSRD limited assurance
0.3
- 0.3
Other assurance services
0.0
- 0.0
Tax advisory services - - 0.0
Other non-audit services -
0.0
0.0
Total
1.8
2.9
4.7
Audit fees 2024
Deloitte Other Deloitte
Accountants member firms
B.V.
and affiliates
Total Deloitte
Statutory audit of annual accounts
1.2
2.2
3.4
CSRD limited assurance
0.3
- 0.3
Other assurance services
0.1
0.3
0.4
Tax advisory services -
0.0
0.0
Other non-audit services
0.0
0.1
0.1
Total
1.6
2.6
4.2
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Notes to the consolidated financial statements continued
Note 35 – Audit fees continued
The table sets out the aggregate fees for professional audit services and other services rendered by
the external auditors and its member firms and/or affiliates in 2025 and 2024. The fees mentioned
in the table for the audit of the consolidated financial statements include the total fees for the
audit of the financial statements, irrespective of whether the activities were performed during the
financial year.
Note 36 – Commitments, contingent assets, and
contingent liabilities
Guarantees
The group has the following outstanding guarantees at December 31:
2025
2024
Parental performance guarantees to third parties - 5
Guarantee to the trustees of the U.K. retirement plan
Note 30
6
22
Real estate and other guarantees
10
10
Drawn bank credit facilities
1
1
Total
17
38
At December 31, 2025, the total guarantees issued for bank credit facilities on behalf of several
subsidiaries amounted to €109 million (2024: €121 million), of which €108 million was not utilized
(2024: €120 million).
Legal and judicial proceedings
The group is involved in legal and judicial proceedings in the ordinary course of business.
Provisions and contingencies relating to these matters are periodically assessed based upon the
latest information available, usually with the assistance of lawyers and other specialists. While it is
not practically possible to estimate the success rate of proceedings or claims against the group, the
group has a policy to insure the group entities against such claims. The group did not have material
contingent liabilities arising from legal and judicial proceedings at December 31, 2025, and
December 31, 2024.
Other commitments
For any commitments with respect to the group’s share buybacks, refer to Note 32 – Capital and reserves.
Note 37 – Remuneration and shareholdings of the Executive
Board and the Supervisory Board
Remuneration Executive Board
The table below provides the total compensation of the Executive Board recognized in the
consolidated statement of profit or loss:
in thousands of euros
2025
2024
Fixed compensation:
Salary
3,017
2,387
Social security
248
234
Defined contribution plan
187
185
Other benefits*
458
458
Total fixed compensation
3,910
3,264
Variable compensation:
STIP
3,932
2,998
LTIP**
5,956
6,260
Total variable compensation
9,888
9,258
Sub-total fixed and variable compensation
13,798
12,522
Tax-related costs***
1,191
199
Total remuneration Executive Board
14,989
12,721
* Executive Board members are eligible for benefits such as health insurance, life insurance, a car, and to
participate in whatever all-employee plans may be offered at any given point, in the country of employment.
** LTIP share-based payments are based on IFRS Accounting Standards and therefore do not reflect the actual
payout or value of performance shares released upon vesting.
*** Tax-related costs are costs to the company pertaining to the Executive Board members ex-patriate
assignments.
The remuneration overview of the Executive Board includes the annual base salary of Ms. Caywood
as of the appointment by the AGM on May 15, 2025, pro-rated for the period after her appointment,
as well as variable remuneration elements. Ms. Caywood’s variable compensation element of STIP
relates to the period of May 16 through December 31, 2025. For the period of January 1 through May
15, 2025, Ms. Caywood is rewarded based on the divisional Health performance. The LTIP variable
compensation relates to the cost of the LTIP grant 2025-2027.
Salary, social security, other benefits, STIP, and tax-related costs are short-term employee
benefits, defined contribution plan is a post-employment benefit, and LTIP is a share-based
payment scheme.
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Notes to the consolidated financial statements continued
Note 37 – Remuneration and shareholdings of the Executive
Board and the SupervisoryBoard continued
Shares owned by Executive Board members
At December 31, 2025, the Executive Board jointly held 535,921 shares of the company
(2024: 487,952 shares).
2025
2024
Ms. N. McKinstry
460,412
427,202
Ms. S.H. Caywood
18,775
7,054
Mr. K.B. Entricken
56,734
60,750
Total shares owned
535,921
495,006
Remuneration Supervisory Board
The total remuneration of the Supervisory Board members was €878 thousand in 2025
(2024: €730 thousand).
At December 31, 2025, Mrs. A.E. Ziegler held 3,073 American Depositary Receipts (ADRs) of
shares of the company (2024: 1,894 ADRs). The other members of the Supervisory Board have
ordinary shares.
Shares owned by Supervisory Board members
2025
2024
Mrs. A.E. Ziegler
3,073
1,894
Mr. D.W. Sides
1,875
-
Mr. J.P. de Kreij
3,000
-
Total shares owned
7,948
1,894
For further details, refer to the Remuneration report.
Note 38 – Overview of significant subsidiaries
Below is a list of significant subsidiaries at December 31, 2025, in alphabetical order (legal entity
name and the unit of the organizational structure it belongs to). The group has a 100% interest in all
these subsidiaries.
Australia
• Wolters Kluwer Australia Pty Limited (Tax & Accounting and Corporate Performance & ESG)
Belgium
• Wolters Kluwer Belgium NV (Tax & Accounting and Legal & Regulatory)
Canada
• Wolters Kluwer Canada Limited (Tax & Accounting and Corporate Performance & ESG)
France
• Enablon S.A.S. (Corporate Performance & ESG)
Germany
• Wolters Kluwer Deutschland GmbH (Legal & Regulatory)
• Wolters Kluwer Steuertipps GmbH (Tax & Accounting)
• Wolters Kluwer Tax & Accounting Deutschland GmbH (Tax & Accounting)
Ireland
• Shine Analytics Limited (Legal & Regulatory)
• Wolters Kluwer Finance Ireland DAC (Corporate Office)
• Wolters Kluwer Ireland Holding Limited (Corporate Office)
Italy
• Tagetik Software S.r.l. (Corporate Performance & ESG)
• Wolters Kluwer Italia S.r.l. (Tax & Accounting and Legal & Regulatory)
Poland
• Wolters Kluwer Polska Sp. z o.o. (Legal & Regulatory)
Spain
• Wolters Kluwer Tax and Accounting España, S.L.U. (Tax & Accounting)
The Netherlands
• Enablon Netherlands B.V. (Corporate Performance & ESG)
• Wolters Kluwer Global Business Services B.V. (Global Business Services)
• Wolters Kluwer Holding Nederland B.V. (Legal & Regulatory)
• Wolters Kluwer International Holding B.V. (Corporate Office)
• Wolters Kluwer Nederland B.V. (Legal & Regulatory)
• Wolters Kluwer Technology B.V. (Digital eXperience Group)
• Wolters Kluwer USA Holding B.V. (Corporate Office)
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Notes to the consolidated financial statements continued
United Kingdom
• Wolters Kluwer Holdings (UK) Ltd. (Tax & Accounting)
• Wolters Kluwer (UK) Limited (Tax & Accounting)
United States
• CCH Incorporated (Tax & Accounting, Legal & Regulatory, and Corporate Performance & ESG)
• C T Corporation System (Financial & Corporate Compliance)
• Enablon North America Corp. (Corporate Performance & ESG)
• eOriginal, Inc. (Financial & Corporate Compliance)
• Health Language, Inc. (Health)
• National Registered Agents, Inc. (Financial & Corporate Compliance)
• Ovid Technologies, Inc. (Health)
• RASI Entity Staffing, LLC (Financial & Corporate Compliance)
• Universal Tax Systems, Inc. (Tax & Accounting)
• UpToDate, Inc. (Health)
• Wolters Kluwer DXG U.S., Inc. (Digital eXperience Group)
• Wolters Kluwer ELM Solutions, Inc. (Legal & Regulatory)
• Wolters Kluwer Financial Services, Inc. (Financial & Corporate Compliance and Corporate
Performance & ESG)
• Wolters Kluwer Health, Inc. (Health)
• Wolters Kluwer North America, Inc. (Corporate Office)
• Wolters Kluwer R&D U.S. LP (Digital eXperience Group)
• Wolters Kluwer United States Inc. (Global Business Services and Corporate Office)
• Wolters Kluwer U.S. Corporation (Corporate Office)
A subsidiary is categorized as significant depending on its revenues, operating profit, net profit,
and/or total assets.
In addition to these significant subsidiaries, the group has other consolidated entities in the
countries listed, and also in the following countries: Austria, Brazil, China, the Czech Republic,
Denmark, Hong Kong, Hungary, India, Indonesia, Japan, Malaysia, Mexico, New Zealand, Norway, the
Philippines, Portugal, Romania, Saudi Arabia, Singapore, Slovakia, South Africa, South Korea,
Sweden, Switzerland, Taiwan, and Ukraine.
The group also has branches in Finland, Thailand, and the United Arab Emirates.
Apart from certain cash restrictions (refer to Note 26 – Cash and cash equivalents), there are no
significant restrictions on the group’s ability to access or use assets, or to settle liabilities. There are
no interests in consolidated structured entities.
Refer to Note 8 – Acquisitions and divestments for the consequences of losing control of
subsidiaries during 2025 and 2024.
The financial statements of the parent and the subsidiaries used in the preparation of the
consolidated financial statements have the same reporting date, except for the group’s Indian
subsidiaries that have a March financial year-end.
Note 39 – Events after the reporting period
Subsequent events were evaluated up to February 24, 2026, which is the date the consolidated
financial statements were authorized for issuance by the Executive Board and the Supervisory
Board.
On January 9, 2026, Wolters Kluwer Corporate Performance & ESG (CP & ESG) signed and completed
the acquisition of StandardFusion, a global provider of cloud-based governance, risk and
compliance (GRC) solutions, based in Vancouver, Canada, with around 40 FTE’s, for approximately
€32 million in cash. StandardFusion will be integrated into CP & ESG’s leading audit and assurance
platform, TeamMate, creating a comprehensive offering that delivers a unified solution for audit and
GRC. This strategic acquisition positions TeamMate to meet growing demand for integrated risk and
control oversight, as organizations around the world face heightened regulatory requirements and
increased cybersecurity threats.
The StandardFusion platform is enterprise-ready, featuring granular workflows and a robust library
of over 150 compliance frameworks that customers can leverage to ensure proper controls and
compliance. Integration with TeamMate’s cloud-based, AI-enabled platform will provide a single
source of truth, align all three lines of defense, and enhance quality assurance, reporting, and
compliance capabilities.
Note 38 – Overview of significant subsidiaries continued
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210 Company statement of profit or loss
210 Company statement of financial position
Notes to the company financialstatements
211 Note 40 – Material accounting policy information
211 Note 41 – Financial assets
211 Note 42 – Other receivables
212 Note 43 – Trade and other payables
212 Note 44 – Short-term deposits
212 Note 45 – Borrowings and bank overdrafts
212 Note 46 – Expenses by nature
212 Note 47 – Employee benefit expenses
213 Note 48 – Shareholders’ equity
215 Note 49 – Commitments and contingent liabilities
215 Note 50 – Details of participating interests
215 Note 51 – Profit appropriation
215 Note 52 – Events after the reporting period
216 Authorization for issuance
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Company financial statements
in millions of euros,
for the year ended December 31 2025 2024
General and administrative income 98 218
General and administrative costs Note 46 (102) (123)
Operating profit (4) 95
Financing income third parties 16 31
Financing income related parties 22 17
Financing costs third parties (117) (96)
Financing costs related parties (62) (144)
Net foreign exchange gains/(losses) (1) (6)
Total financing results (142) (198)
Profit/(loss) before tax (146) (103)
Income tax expense (45) (54)
Profit/(loss) after tax (191) (157)
Results from subsidiaries, net of tax Note 41 1,499 1,236
Profit for the year 1,308 1,079
in millions of euros and before appropriation of results,
at December 31 2025 2024*
Fixed assets
Financial assets Note 41 7,598 7,061
Other intangible assets 9 9
Deferred tax assets 11 7
Total fixed assets 7,618 7,077
Current assets
Other receivables Note 42 404 258
Short-term deposits Note 44 500 327
Cash 96 45
Total current assets 1,000 630
Total assets 8,618 7,707
Equity
Issued share capital Note 32 28 29
Share premium reserve 87 87
Legal reserves 99 540
Other reserves (510) 6
Undistributed profit 1,094 883
Shareholders’ equity Note 48 798 1,545
Non-current liabilities
Bonds Note 28 3,822 3,324
Private placements Note 28 108 122
Derivative financial instruments Note 28/29 38 17
Total non-current liabilities 3,968 3,463
Current liabilities
Debts to subsidiaries 3,031 2,269
Short-term bonds Note 28 500
-
Borrowings and bank overdrafts Note 45 218 351
Current income tax liability 3 4
Trade and other payables Note 44 100 75
Total current liabilities 3,852 2,699
Total liabilities 7,820 6,162
Total equity and liabilities 8,618 7,707
* Restated for reclassification of interim dividend distribution from Other reserves to Undistributed profit.
Company statement of profit or loss Company statement of financial position
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Financial statements Other informationSustainability statements
Note 40 – General and material accounting policy
information
General
These separate company financial statements and the consolidated financial statements together
constitute the statutory financial statements of Wolters Kluwer N.V. (hereafter: ‘the Company’).
Thefinancial information of the Company is included in the Company’s Consolidated financial
statements, as presented on pages 149 to 208.
The functional currency of the Company is euro, the currency of primary economic environment
inwhich the Company operates. The Company financial statements are presented in euros and
rounded to the nearest million, unless otherwise indicated.
Reference is also made to the following notes tothe consolidated financial statements:
• Note 15 – Income tax expense;
• Note 22 – Tax assets and liabilities;
• Note 28 – Net debt;
• Note 29 – Financial risk management;
• Note 32 – Capital and reserves;
• Note 33 – Share-based payments;
• Note 34 – Related party transactions;
• Note 37 – Remuneration of the Executive Board and the Supervisory Board; and
• Note 38 – Overview of significant subsidiaries.
Material accounting policy information
The company financial statements of Wolters Kluwer N.V. are prepared in accordance with the
DutchCivil Code, Book 2, Title 9, with the application of the regulations of section 362.8 allowing
theuse of the same accounting policies as applied for the consolidated financial statements.
Theseaccounting policies are described in the Notes to the consolidated financial statements.
General and administrative income relates to brand royalty fees and management and service fees,
all charged to subsidiaries, and is recognized when earned.
Subsidiaries are valued using the equity method, applying the IFRS Accounting Standards as
endorsed by the European Union.
The Company will, upon identification of a credit loss on an intercompany loan and/or receivable,
recognize a loss allowance.
Any related party transactions between Wolters Kluwer N.V. and its subsidiaries, equity-accounted
associates, pension funds, or members of the Supervisory Board and the ExecutiveBoard are
conducted atarm’s length with terms comparable to transactions withthirdparties.
Debts to subsidiaries relate to intercompany amounts payable.
Comparatives
The interim dividend distribution for 2024 in Note 48 - Shareholders’ equity, was reclassified from
Other reserves to Undistributed profit.
Note 41 – Financial assets
2025 2024
Equity value of subsidiaries 7,167 7,061
Receivables from subsidiaries 431
-
Total financial assets 7,598 7,061
Movement equity value of subsidiaries
2025 2024
Position at January 1 7,061 7,813
Results from subsidiaries, net of tax 1,499 1,236
Dividends received from subsidiaries (955) (2,209)
Remeasurement gains/(losses) on defined benefit plans, net of tax 4 (4)
Foreign exchange differences (442) 225
Position at December 31 7,167 7,061
Note 42 – Other receivables
2025 2024
Receivables from subsidiaries  383 246
Collateral  12 2
Interest receivable  1 1
Derivative financial instruments Note 29 0
-
Miscellaneous receivables and prepayments  8 9
Total  404 258
Notes to the company financial statements
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Notes to the company financial statements continued
Note 43 – Trade and other payables
2025 2024
Derivative financial instruments  0 0
Interest payable  68 51
Share buyback payable  4
-
Other liabilities  28 24
Total  100 75
Note 44 – Short-term deposits
Short-term deposits are held as part of the Company’s cash management for the purpose of
meeting short-term cash commitments.
Note 45 – Borrowings and bank overdrafts
2025 2024
Euro Commercial Paper Program 180 350
Bank overdrafts 38 1
Total 218 351
Note 46 – Expenses by nature
2025 2024
Employee benefit expenses Note 47 70 69
Indirect personnel overheads  4 3
Amortization of other intangible assets  2 2
Impairment of other intangible assets 
-
2
External professional services  9 8
Internal professional services  15 38
Other  2 1
Total  102 123
Note 47 – Employee benefit expenses
2025 2024
Salaries and wages and other benefits  40 35
Social security charges  2 1
Costs of defined contribution plans  1 1
Expenses related to defined benefit plans  1 1
Equity-settled share-based payments  26 31
Total  70 69

Employees 
In full-time equivalents at December 31  140 154
Thereof employed outside the Netherlands  28 24
In full-time equivalents average per annum  140 151
The Company has recognized €18 million for equity-settled share-based payments expenses
relating to employees of subsidiaries (2024: €22 million). The recharged equity-settled share-based
payments to subsidiaries are included in the General and administrative income in the Company
statement of profit or loss.
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Financial statements Other informationSustainability statements
Notes to the company financial statements continued
Note 48 – Shareholders’ equity
Legal reserves Other reserves
in millions of euros
Issued
share
capital
Share
premium
reserve
Legal reserve
participations
Hedge
reserve
Translation
reserve
Treasury
shares
Retained
earnings*
Undistributed
profit*
Shareholders’
equity
Balance at January 1, 2024 30 87 113 (110) 325 (734) 1,031 1,007 1,749
Items that are or may be reclassified subsequently to the statement of profit
or loss:
Exchange differences on translation of foreign operations 226 226
Exchange differences on translation of equity-accounted associates 0 0
Recycling of foreign exchange differences on loss of control (1) (1)
Net gains/(losses) on hedges of net investments in foreign operations (12) (12)
Effective portion of changes in fair value of cash flow hedges (12) (12)
Net change in fair value of cash flow hedges reclassified to the statement of
profit or loss 5 5
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans (5) (5)
Tax on other comprehensive income:
Income tax on other comprehensive income 4 1 5
Other comprehensive income/(loss) for the year, net of tax 0 0 0 (15) 225 0 (4) 0 206
Profit for the year 1,079 1,079
Total comprehensive income/(loss) for the year 0 0 0 (15) 225 0 (4) 1,079 1,285
Appropriation of profit previous year 1,007 (1,007) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 31 31
Cancelation of shares (1) 1,187 (1,186) 0
Release LTIP shares 77 (77) 0
Final cash dividend 2023 (324) (324)
Interim cash dividend 2024 (196) (196)
Repurchased shares (1,000) (1,000)
Other movements 2 0 (2) 0
Balance at December 31, 2024 29 87 115 (125) 550 (470) 476 883 1,545
* Restated for reclassification of interim dividend distribution from Retained earnings to Undistributed profit.
The legal reserves and treasury shares reserve are not available for dividend distribution to the owners of the Company.
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Notes to the company financial statements continued
Note 48 – Shareholders’ equity continued
Legal reserves Other reserves
in millions of euros
Issued
share
capital
Share
premium
reserve
Legal reserve
participations
Hedge
reserve
Translation
reserve
Treasury
shares
Retained
earnings*
Undistributed
profit*
Shareholders’
equity
Balance at January 1, 2025 29 87 115 (125) 550 (470) 476 883 1,545
Items that are or may be reclassified subsequently to the statement of profit
or loss:
Exchange differences on translation of foreign operations (445) (445)
Exchange differences on translation of equity-accounted associates (1) (1)
Recycling of foreign exchange differences on loss of control 4 4
Net gains/(losses) on hedges of net investments in foreign operations 27 27
Effective portion of changes in fair value of cash flow hedges (21) (21)
Net change in fair value of cash flow hedges reclassified to the statement of
profit or loss 14 14
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans 4 4
Tax on other comprehensive income:
Income tax on other comprehensive income (5) 6 (1) 0
Other comprehensive income/(loss) for the year, net of tax 0 0 0 15 (436) 0 3 0 (418)
Profit for the year 1,308 1,308
Total comprehensive income/(loss) for the year 0 0 0 15 (436) 0 3 1,308 890
Appropriation of profit previous year 883 (883) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 26 26
Cancelation of shares (1) 918 (917) 0
Release LTIP shares 65 (65) 0
Final cash dividend 2024 (349) (349)
Interim cash dividend 2025 (214) (214)
Repurchased shares (1,100) (1,100)
Other movements (20) 0 20 0
Balance at December 31, 2025 28 87 95 (110) 114 (587) 77 1,094 798
* Opening balances restated for reclassification of 2024 interim dividend distribution from Retained earnings to Undistributed profit.
The legal reserves and treasury shares reserve are not available for dividend distribution to the owners of the Company.
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Notes to the company financial statements continued
Note 49 – Commitments and contingent liabilities
Guarantees
Pursuant to section 403 of the Dutch Civil Code, Book 2, the Company has assumed joint and several
liability for the debts arising out of the legal acts of several subsidiaries in the Netherlands. The
relevant declarations were filed with and are open for inspection at the Dutch Commercial Register
for the district in which the legal entity respective to the liability has its registered office.
The Company has the following outstanding guarantees at December 31:
2025 2024
Parental performance guarantees to third parties
-
5
Guarantee to the trustees of the U.K. retirement plan 6 22
Drawn bank credit facilities 1 1
Total 7 28
At December 31, 2025, the total guarantees issued for bank credit facilities on behalf of several
subsidiaries amounted to €109 million (2024: €121 million), of which €108 million was not utilized
(2024: €120 million).
In November 2025, the Company signed a mandate to execute up to €200 million in share buybacks
for the period starting November 6, 2025, up to and including February 23, 2026.
The Company is the head of the Dutch fiscal unity and, pursuant to standard conditions, has
assumed joint and several liability for the tax liabilities of the fiscal unity. Therefore, no tax income
or expenses (and related balance sheet positions) are accounted for in any of the Dutch entities
within the fiscal unity.
Note 50 – Details of participating interests
A list of subsidiaries and affiliated companies, prepared in accordance with the relevant legal
requirements (Dutch Civil Code, Book 2, Part 9, Section 379), is filed at the offices of the Chamber of
Commerce of The Hague, the Netherlands.
An overview of significant subsidiaries is included in Note 38 – Overview of significant subsidiaries.
Note 51 – Profit appropriation
2025 2024
Proposed dividend distribution Note 32 574 548
Proposed additions to retained earnings  734 531
Profit for the year  1,308 1,079
At the 2026 Annual General Meeting of Shareholders, the Company will propose a final dividend
distribution of €1.59 per share to be paid in cash on June 17, 2026. This will bring thetotal dividend
for 2025 to €2.52 per share (2024: €2.33 per share), anincrease of 8% over the prior year.
Note 52 – Events after the reporting period
Subsequent events were evaluated up to February 24, 2026, which is the date the consolidated and
the Company financial statements were authorized for issuance by the Executive Board and the
Supervisory Board.
On January 9, 2026, Wolters Kluwer Corporate Performance & ESG (CP & ESG) signed and completed
the acquisition of StandardFusion, a global provider of cloud-based governance, risk and
compliance (GRC) solutions, based in Vancouver, Canada, for approximately €32 million in cash.
For more information, refer to Note 39 - Events after the reporting period.
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Alphen aan den Rijn, February 24, 2026
Executive Board
N. McKinstry, CEO and Chair of the Executive Board
S.H. Caywood, Member of the Executive Board, Designated CEO and Chair of the Executive Board
K.B. Entricken, CFO and Member of the Executive Board
Supervisory Board
A.E. Ziegler, Chair
J.P. de Kreij, Vice-Chair
H. Ersek
A. Harve
H.H. Kersten
R. Lee
D.W. Sides
S. Vandebroek
C.F.H.H. Vogelzang
Authorization for issuance
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Independent auditor’s report continued
Other information
218 Independent auditor’s report
225 Limited assurance report of the independent
auditor on the sustainability statements
227 Articles of association provisions governing profit appropriation
228 Wolters Kluwer shares and bonds
232 Five-year key figures
233 Glossary
234 Contact information
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Independent auditor’s report
To: the General Meeting of Shareholders and the Supervisory Board of Wolters Kluwer N.V.
Report on the audit of the financial statements 2025
included in the annual report
Our opinion
In our opinion:
• the accompanying consolidated financial statements give a true and fair view of the financial
position of Wolters Kluwer N.V. as at December 31, 2025 and of its result and its cash flows for the
year then ended, in accordance with IFRS Accounting Standards as endorsed by the European
Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
• the accompanying company financial statements give a true and fair view of the financial position
of Wolters Kluwer N.V. as at December 31, 2025 and of its result for the year then ended in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2025 of Wolters Kluwer N.V. (the Company) based in
Alphen aan den Rijn. The financial statements include the consolidated financial statements and
the company financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at December 31, 2025;
2 the following consolidated statements for 2025: the statement of profit or loss, the statements of
comprehensive income, changes in total equity and cash flows; and
3 the notes comprising material accounting policy information and other explanatory information.
The company financial statements comprise:
1 the company statement of financial position as at December 31, 2025;
2 the company statement of profit or loss for 2025; and
3 the notes comprising a summary of the material accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the ‘Our responsibilities for the
audit of the financial statements’ section of our report.
We are independent of Wolters Kluwer N.V. in accordance with the ‘Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence
regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en
beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
We designed our audit procedures in the context of our audit of the financial statements as a
wholeand in forming our opinion thereon. The information in respect of going concern, fraud and
non-compliance with laws and regulations, climate and the key audit matters was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
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Independent auditor’s report continued
Information in support of our opinion
Summary
Materiality
• Materiality of EUR 65 million
• 4.6% of normalized profit before tax
Group audit
• Performed substantive procedures for 87% of total assets
• Performed substantive procedures for 73% of revenue
Risk of material misstatements related to Fraud, NOCLAR, Going concern and Climate risks
• Fraud risks: presumed risk of management override of controls and presumed risk of revenue
recognition, as further described in the section ‘Audit response to the risk of fraud and
non-compliance with laws and regulations’.
• Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of material
misstatements related to NOCLAR risks identified.
• Going concern risks: no going concern risks identified.
• Climate risks: We have considered the impact of climate-related risks on the financial statements
and described our approach and observations in the section ‘Audit response to climate-related
risks’.
Key audit matters
• Revenue recognition in relation to performance obligations satisfied at a point in time
• Fair value assessment of acquired identifiable intangible assets for acquisitions of RASi and
Brightflag
• Valuation of goodwill
Materiality
Based on our professional judgment, we determined the materiality for the financial statements as
a whole at EUR 65 million. The materiality is determined with reference to normalized profit before
tax (4.6%). We consider profit before tax as the most appropriate benchmark because profit before
tax is an important metric for users of the financial statements. The 2025 normalized profit before
tax therefore excludes the effect of the divestment-related results. We have also taken into account
misstatements and/or possible misstatements that in our opinion are material for the users of the
financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements identified during our audit in excess of
EUR 3.25 million would be reported to them, as well as smaller misstatements that in our view must
be reported on qualitative grounds.
Scope of the group audit
Wolters Kluwer N.V. is at the head of a group of components (hereafter “Group”). The financial
information of this group is included in the financial statements of Wolters Kluwer N.V.
We performed risk assessment procedures throughout our audit to determine which of the Group’s
components are likely to include risks of material misstatement to the Group financial statements.
To appropriately respond to those assessed risks, we planned and performed further audit
procedures, either at component- or central level. We identified 23 components associated with a
risk of material misstatement. For 17 out of these 23 components, we involved component auditors.
We, as group auditor, audited the remaining components.
We, as group auditor, audited the Wolters Kluwer Group entities and the parent company, which
include centralized activities such as financing, group taxes, the group consolidation, the financial
statement disclosures and a number of more complex accounting and valuation items. This also
includes procedures performed regarding, amongst others, acquisitions and divestments of certain
assets and businesses, goodwill impairment testing and board remuneration testing including
share-based compensation.
We set component performance materiality levels considering the component’s size and risk profile.
We have performed substantive procedures for 87% of Group total assets and 73% of Group
revenue. At group level, we assessed the aggregation risk in the remaining financial information
andconcluded that there is less than reasonable possibility of a material misstatement.
In supervising and directing our component auditors, we:
• Held risk assessment discussions with the component auditors to obtain their input to identify
matters relevant to the group audit.
• Issued group audit instructions to component auditors on the scope, nature and timing of their
work, and received written communication about the results of the work they performed.
• Held meetings with all component auditors in person and/or virtually to discuss relevant
developments, understand and evaluate their work and attend meetings with divisional
management and management of certain components.
• Inspected the work performed by three component auditors and evaluated the appropriateness
of audit procedures performed and conclusions drawn from the audit evidence obtained, and the
relation between communicated findings and work performed. In our inspection, we mainly
focused on significant risks.
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Independent auditor’s report continued
We consider that the scope of our group audit forms an appropriate basis for our audit opinion.
Through performing the procedures mentioned above we obtained sufficient and appropriate audit
evidence about the Group’s financial information to provide an opinion on the financial statements
as a whole.
Audit response to the risk of fraud and non-compliance with laws and regulations
In the chapter Risk Management of the Annual Report, the Executive Board describes its procedures
in respect of the risk of fraud and non-compliance with laws and regulations.
As part of our audit, we have gained insights into the Company and its business environment and
the Company’s risk management in relation to fraud and non-compliance.
Our procedures included, among other things, assessing the Company’s code of conduct, SpeakUp
policy, incidents register and its procedures to investigate indications of possible fraud and
non-compliance (if any). In addition, we inspected internal audit reports and we attended all Audit
Committee meetings in which any fraud and/or non-compliance incidents identified and assessed
by the company, were discussed.
Furthermore, we performed relevant inquiries with management, those charged with governance
and other relevant functions, such as Internal Audit and Legal and Compliance. We have also
incorporated elements of unpredictability in our audit, such as: changing the group audit scoping
compared to the predecessor auditor, randomly selected additional cases for external legal counsel
confirmation and involved forensic specialists in our audit procedures.
As a result from our risk assessment, we identified the following laws and regulations as those most
likely to have a material effect on the financial statements in case of non-compliance:
• Anti-bribery and corruption laws and regulations;
• Data privacy legislation; and
• Intellectual property laws and regulations.
Our procedures did not result in the identification of a reportable risk of material misstatement in
respect of non-compliance with laws and regulations.
Based on the above and on the auditing standards, we identified fraud risks that are relevant to
ouraudit, including the relevant presumed risks laid down in the auditing standards in respect of
revenue recognition and management override of controls, of which the first is described as part
ofour key audit matter. We have responded as follows:
Management override of controls (a presumed risk)
Risk:
• Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively.
Responses:
• We evaluated the Company’s policies and procedures and the design and implementation of
controls regarding journal entries and other adjustments.
• We made inquiries of individuals involved in the financial reporting process about inappropriate
or unusual activities relating to the processing of journal entries and other adjustments.
• As part of the fraud risk assessment, we performed a data analysis to identify high-risk journal
entries and other adjustments. Where we identified instances of unexpected journal entries and/
or other adjustments or other risks through our data analytics, we performed additional audit
procedures to address each identified risk, including testing of transactions back to source
information.
• We identified and selected journal entries and other adjustments made at the end of the
reporting period for testing.
• We evaluated key estimates and judgments for bias by the Company’s management, including
retrospective reviews of prior year’s estimates. We refer to the key audit matters on the ‘Fair value
assessment of acquired identifiable intangible assets for the acquisitions of RASi and Brightflag‘
and ‘Valuation of goodwill’.
Our evaluation of procedures performed related to the management override of controls risk did
not result in an additional key audit matter.
We communicated our risk assessment, audit responses and results to the Executive Board and the
Audit Committee of the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud that are
considered material for our audit.
Audit response to going concern
As disclosed in Note 1 paragraph ‘Going concern’ of the financial statements, the Executive Board
has performed its going concern assessment and has not identified any going concern risks. To
evaluate the Executive Board’s assessment, we have performed, inter alia, the following procedures:
• we considered whether the Executive Board’s assessment of the going concern risks includes all
relevant information of which we are aware as a result of our audit;
• we assessed the key assumptions and principles underlying the Executive Board’s assessment of
the going concern risks; and
• we analysed the Company’s financial position as at year-end and compared it to the previous
financial year in terms of indicators that could identify going concern risks.
The outcome of our risk assessment procedures did not give reason to perform additional audit
procedures on the Executive Board’s going concern assessment.
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Independent auditor’s report continued
Audit response to climate-related risks
The Company has set out its commitments relating to climate change in the chapter Climate Change
– Transition plan for climate change mitigation (E1-1) and Climate Change – Actions and resources
related to climate change (E1-3) of the Sustainability statements.
The near-term GHG emission reduction targets were validated by the Science Based Targets
initiative (SBTi) in 2023. In 2025, the Company raised the ambition of scope 1 and 2 targets and
introduced long-term reduction targets, including the commitment to achieve net-zero by 2050. The
SBTi has validated that these targets are in line with the COP21 Paris Agreement and the COP26
Glasgow Climate Pact pathway to limit global warming to 1.5°C. The targets are set from a 2019 base
year, which contains reduction of absolute scope 1 and 2 GHG emissions of 60% by 2030, reduction
of absolute scope 3 GHG emissions of 30% by 2030 and reduction of absolute scope 1, 2, and 3 GHG
emissions of 90% and become net-zero by 2050. The company disclosed that in order to reach
net-zero, a limited amount of residual emissions (maximum 10%) must be neutralized with high
quality carbon removals.
The Executive Board prepared the financial statements, including considering whether the
implications from climate-related risks and commitments have been appropriately accounted for
and disclosed, in accordance with the applicable financial reporting framework. The climate-related
risks are managed by the Company by performing the Double Materiality Assessment, including
a Climate Scenario Analysis by the Corporate Sustainability team and discussing this with
management as part of the Company’s regular risk management process and as such are taken
into account in the preparation of the financial statements.
As part of our audit, we performed a risk assessment of the impact of climate-related risks and the
commitments made by the Company, in relation to climate change, on the 2025 financial statements
and our audit approach.
The company has disclosed that it has prepared its sustainability statements in accordance with
the European Sustainability Reporting Standards (ESRS). We have read, and considered as part of
our risk assessment, these sustainability statements, which include information over material
sustainability matters regarding material impacts, risks and opportunities relating to climate
change. As part of this, we have read and considered the information reported over the connectivity
of the sustainability statements with the financial statements.
Based on the procedures performed we considered whether there is a risk of material misstatement
specific to climate change. Considering the risk assessment work performed, we did not identify
arisk of material misstatement specific to climate change and thus no further audit response was
considered necessary.
Furthermore we have read the ‘Other information’, including the information over material
sustainability matters regarding material impacts, risks and opportunities relating to climate
change, as included in the annual report and considered whether such information contains
material inconsistencies with the financial statements or our knowledge obtained through the
audit, in particular as described above and our knowledge obtained otherwise.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements. We have communicated the key audit matters to the Audit
Committee of the Supervisory Board. The key audit matters are not a comprehensive reflection of
all matters discussed.
Revenue recognition in relation to performance obligations satisfied at a point in time
Description
As disclosed in Note 6, IFRS 15 requires management to determine whether revenue should be
recognized over time or at a point in time. This assessment is based on facts and circumstances
anddepending on the satisfaction of performance obligations. Judgment is involved in the
determination whether certain criteria are met.
As management may feel pressure to achieve planned results for the current year, we identified a
presumed fraud risk in relation to the recognition of revenue in relation to performance obligations
satisfied at a point in time. This risk inherently includes the fraud risk that management
deliberately overstates revenue, throughout the period.
Our response
• We assessed the appropriateness of the Group’s revenue recognition accounting policies and the
application thereof.
• We evaluated the design and the implementation of certain internal controls related to revenue
recognition.
• We performed substantive audit procedures throughout the period of revenues by determining
the satisfaction of performance obligations (revenue recognition) by assessing the terms and
conditions and vouching revenues recorded to the underlying sales transactions, agreements and
supporting documentation.
• We performed testing over credit notes issued after period end.
• We assessed the adequacy of the Group’s disclosure, in accordance with IFRS 15, in Note 6 to the
consolidated financial statements.
Our observation
The results of our procedures relating to revenue recognition in relation to performance obligations
satisfied at a point in time were satisfactory.
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Independent auditor’s report continued
Fair value assessment of acquired identifiable intangible assets for the acquisitions of RASi
andBrightflag
Description
During the year, the Group completed the acquisitions of RASi and Brightflag, as disclosed in Note 8
to the financial statements.
As part of the acquisition accounting, IFRS 3 requires the recognition and measurement of the
acquired identifiable assets and liabilities assumed at their fair values. As a result, the Group
recognized for these two acquisitions identifiable intangible assets of EUR 358 million and goodwill
of EUR 517 million, representing the difference of the total consideration paid and the fair value of
the acquired net assets.
Given the size and the judgment applied by management in the provisional purchase price
allocation for the acquisitions of RASi and Brightflag, specifically the valuation of identified
intangibles, we consider it a key audit matter.
Our response
• We have made inquiries of management to gain an understanding of the acquisitions and the
valuation process undertaken by the Group in relation to the acquisition accounting.
• We obtained and read the underlying legal agreements and other transaction related documents
and assessed the accounting treatment of various terms.
• We obtained the fair value assessment of identified intangible assets prepared by third party
valuation experts engaged by the company to assist management with the purchase price
allocation. To be able to rely on the third-party valuation experts, we assessed the third-party
valuation firm’s qualifications, experience and expertise regarding the assets being valued.
• With the assistance of our in-house valuation specialists, we assessed whether the data,
assumptions and methods used by the third-party valuation experts to value intangible assets
are appropriate. We challenged the main assumptions and judgments that affected the valuation
by comparing these with market data and our experience of similar transactions.
• We also evaluated the disclosure of the transactions in Note 8 to the consolidated financial
statements.
Our observation
The results of our procedures relating to the fair value assessment of acquired identifiable
intangible assets for the acquisitions of RASi and Brightflag were satisfactory.
Valuation of goodwill
Description
• The Group has EUR 4,787 million of goodwill, as disclosed in Note 17 to the financial statements.
Due to the magnitude of this balance to Wolters Kluwer’s financial position and since the annual
impairment test is subject to management estimation, we consider this a key audit matter.
• As required by IFRS, goodwill is assessed for impairment by management at least annually by
determining the recoverable amount (the higher of its value in use and fair value less costs of
disposal), which is then compared to the carrying amount.
• The impairment test involves a high degree of management judgment and assumptions, such
ascash flow projections of the group of cash generating units (“groups of CGUs”) at which level
goodwill is allocated as well as determining growth rates and discount rates.
Our response
• We obtained and documented our understanding of management’s impairment test process, the
sensitivity analysis and tested the design and implementation of the relevant controls therein.
• We assessed management’s determination of the groups of CGUs taking into account the IFRS
accounting standards and our knowledge of the organization, structure and governance of the
Wolters Kluwer Group.
• We assessed the Group’s ability to accurately prepare cash flow projections for their groups of
CGUs by comparing the actual financial performance to the projections made earlier.
• We evaluated the mathematical accuracy of the impairment test, the reasonableness of the key
assumptions used to determine the recoverable amounts – including long-term growth rates and
discount rates based on our understanding of the related groups of CGUs’ cash flow projections
– and the methodology used by management to prepare its cash flow forecasts.
• We have challenged management’s assumptions used in determining the cash flow projections,
primarily relating to the projected revenue growth, margin developments by benchmarking the
key assumptions applied against external data and by comparing the assumptions to historic
performance of the Group. In doing so, we ran a sensitivity analysis on management’s
assumptions.
• We involved our in-house valuation specialists with specialized skills and knowledge who
assisted in assessing the methodology as well as the reasonableness of the discount rates and
long-term growth rates through testing the source information underlying their determination,
and in developing a range of independent estimates and comparing those to the discount and
long-term growth rates applied by management.
• We also considered the adequacy of the disclosures on impairment testing and sensitivity
analysis in note 17 of the consolidated financial statements.
Our observation
Based on our procedures performed, we consider the valuation of goodwill reasonable.
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Independent auditor’s report continued
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains
other information.
Based on the following procedures performed, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements; and
• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report and other information.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch
Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the
scope of those performed in our audit of the financial statements.
The Executive Board is responsible for the preparation of the other information, including the
information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were initially appointed by the General Meeting of Shareholders as auditor of Wolters Kluwer
N.V. on May 10, 2023, as of the audit for the year 2025 and have operated as statutory auditor ever
since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audits of public-interest entities.
European Single Electronic Format (ESEF)
Wolters Kluwer N.V. has prepared its annual report in ESEF. The requirements for this are set out in
the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by Wolters Kluwer complies
in all material respects with the RTS on ESEF.
The Executive Board is responsible for preparing the annual report including the financial
statements in accordance with the RTS on ESEF, whereby the Executive Board combines the various
components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in
this reporting package complies with the RTS on ESEF. We performed our examination in accordance
with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan de
criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements
relating to compliance with criteria for digital reporting). Our examination included among others:
• Obtaining an understanding of the entity’s financial reporting process, including the preparation
of the reporting package; and
• Identifying and assessing the risks that the annual report does not comply in all material respects
with the RTS on ESEF and designing and performing further assurance procedures responsive to
those risks to provide a basis for our opinion, including:
– Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as included
in the RTS on ESEF; and
– Examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these are
in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Executive Board and the Supervisory Board for the financial statements
The Executive Board is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore,
the Executive Board is responsible for such internal control as they determine is necessary to
enable the preparation of the financial statements that are free from material misstatement,
whether due to fraud or error. In that respect the Executive Board, under supervision of the
Supervisory Board, is responsible for the prevention and detection of fraud and non-compliance
with laws and regulations, including determining measures to resolve the consequences of it and
toprevent recurrence.
As part of the preparation of the financial statements, the Executive Board is responsible for
assessing the Company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Executive Board should prepare the financial statements using the
going concern basis of accounting unless the Executive Board either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. The Executive Board
should disclose events and circumstances that may cast significant doubt on the company’s ability
to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting process.
Wolters Kluwer 2025 Annual Report
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Independent auditor’s report continued
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements. The materiality affects the nature, timing and extent of
our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
A further description of our responsibilities for the audit of the financial statements is located
atthe website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’ (NBA, Royal
Netherlands Institute of Chartered Accountants) at www.nba.nl/eng_oob_20241203. This description
forms part of our auditor’s report.
Amstelveen, February 24, 2026
KPMG Accountants N.V.
C.A. Bakker RA
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Strategic report Governance
Financial statements Other informationSustainability statements
To: the General Meeting of Shareholders and the Supervisory Board of Wolters Kluwer N.V.
Our conclusion
We have performed a limited assurance engagement on the sustainability statements for the
year2025 of Wolters Kluwer N.V. (hereinafter: the Company) based in Alphen aan den Rijn. The
sustainability statements include the sections General-, Environmental-, Social- and Governance
disclosures, Reference table, List of data points that derive from other EU legislation and EU
Taxonomy, including the information incorporated in the sustainability statements by reference
(hereinafter: the sustainability statements).
Based on the procedures performed and the assurance evidence obtained, nothing has come
toourattention that causes us to believe that the sustainability statements are not, in all
materialrespects:
• Prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted
by the European Commission and in accordance with the double materiality assessment process
carried out by the Company to identify the information reported pursuant to the ESRS; and
• Compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852
(Taxonomy Regulation).
Basis for our conclusion
We performed our limited assurance engagement on the sustainability information in accordance
with Dutch law, including Dutch Standard 3810N ‘Assurance-opdrachten inzake
duurzaamheidsverslaggeving’ (Assurance engagements relating to sustainability reporting) which is
a specified Dutch standard that is based on the International Standard on Assurance Engagements
(ISAE) 3000 (Revised) ’Assurance engagements other than audits or reviews of historical financial
information’. Our responsibilities under this standard are further described in the section ‘Our
responsibilities for the assurance engagement on the sustainability statements’ of our report.
We are independent of Wolters Kluwer N.V. in accordance with the ‘Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence). Furthermore, we have complied with
the‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for
Professional Accountants).
We believe the assurance evidence we have obtained is sufficient and appropriate to provide
abasis for our conclusion.
Inherent limitations in preparing the sustainability statements
The sustainability statements may not include every impact, risk and opportunity or additional
entity-specific disclosure that each individual stakeholder (group) may consider important in
itsown particular assessment.
In reporting forward-looking information in accordance with the ESRS, the Executive Board of
theCompany is required to prepare the forward-looking information on the basis of disclosed
assumptions about events that may occur in the future and possible future actions by the Company.
The actual outcome is likely to be different since anticipated events frequently do not occur as
expected. Forward-looking information relates to events and actions that have not yet occurred
andmay never occur.
Responsibilities of the Executive Board and Supervisory Board for the sustainability statements
The Executive Board is responsible for the preparation of the sustainability statements in
accordance with the ESRS, including the double materiality assessment process carried out by the
Company as the basis for the sustainability statements and disclosure of material impacts, risks
and opportunities in accordance with the ESRS. As part of the preparation of the sustainability
statements, the Executive Board is responsible for compliance with the reporting requirements
provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
The Executive Board is also responsible for selecting and applying additional entity-specific
disclosures to enable users to understand the Company’s sustainability-related impacts, risks or
opportunities and for determining that these additional entity-specific disclosures are suitable in
the circumstances and in accordance with the ESRS.
Furthermore, the Executive Board is responsible for such internal control as it determines is
necessary to enable the preparation of the sustainability statements that are free from material
misstatements, whether due to fraud or error.
The Supervisory Board is responsible for overseeing the sustainability reporting process including
the double materiality assessment process carried out by the Company.
Our responsibilities for the assurance engagement on the sustainability statements
Our responsibility is to plan and perform the assurance engagement in a manner that allows us
toobtain sufficient and appropriate assurance evidence for our conclusion.
Our assurance engagement is aimed to obtain a limited level of assurance that the sustainability
statements are free from material misstatements. The procedures vary in nature and timing from,
and are less in extent, than for a reasonable assurance engagement. Consequently, the level of
assurance obtained in a limited assurance engagement is substantially lower than the assurance
that would have been obtained had a reasonable assurance engagement been performed.
We apply the quality management requirements pursuant to the Nadere Voorschriften
Kwaliteitsmanagement (NVKM, regulations for quality management) and accordingly maintain
acomprehensive system of quality management including documented policies and procedures
regarding compliance with ethical requirements, professional standards and applicable legal and
regulatory requirements.
Limited assurance report of the
independent auditor on the sustainability statements
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Limited assurance report of the independent auditor on the sustainability statements continued
The references to external sources or websites in the sustainability information are not part of the
sustainability information as included in the scope of our assurance engagement.
Our limited assurance engagement included among others:
• Performing inquiries and an analysis of the external environment and obtaining an understanding
of relevant sustainability themes and issues, the characteristics of the Company, its activities and
the value chain and its key intangible resources in order to assess the double materiality
assessment process carried out by the Company as the basis for the sustainability statements
and disclosure of all material sustainability-related impacts, risks and opportunities in
accordance with the ESRS.
• Performing transitional procedures to obtain sufficient understanding of the Company, its
business activities, control environment and application of the relevant sustainability reporting
standards to perform an appropriate assurance risk assessment and plan assurance activities.
These procedures were commenced during the transition period to gain this understanding. We
maintained close contact with the predecessor assurance provider and performed reviews of
their 2024 sustainability assurance working papers.
• Obtaining through inquiries a general understanding of the internal control environment, the
Company’s processes for gathering and reporting entity-related and value chain information, the
information systems and the Company’s risk assessment process relevant to the preparation of
the sustainability statements and for identifying the Company’s activities, determining eligible
and aligned economic activities and prepare the disclosures provided for in Article 8 of Regulation
(EU) 2020/852 (Taxonomy Regulation), without obtaining assurance evidence about the
implementation, or testing the operating effectiveness, of controls.
• Assessing the double materiality assessment process carried out by the Company and identifying
and assessing areas of the sustainability statements, including the disclosures provided for in
Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) where misleading or unbalanced
information or material misstatements, whether due to fraud or error, are likely to arise (‘selected
disclosures’). We designed and performed further assurance procedures aimed at assessing that
the sustainability statements are free from material misstatements responsive to this risk
analysis.
• Considering whether the description of the double materiality assessment process in the
sustainability statements made by the Executive Board appears consistent with the process
carried out by the Company.
• Determining the nature and extent or the procedures to be performed both centrally and at
component level. For this, the nature, extent and/or risk profile of these components are decisive.
• Performing analytical review procedures on quantitative information in the sustainability
statements, including consideration of data and trends.
• Assessing whether the Company’s methods for developing estimates are appropriate and have
been consistently applied for selected disclosures. We considered data and trends, however, our
procedures did not include testing the data on which the estimates are based or separately
developing our own estimates against which to evaluate the Executive Board’s estimates.
• Analysing, on a limited sample basis, relevant internal and external documentation available to
the Company (including publicly available information or information from actors throughout its
value chain) for selected disclosures.
• Reading the other information in the annual report to identify material inconsistencies, if any,
with the sustainability statements.
• Considering whether:
– the disclosures provided to address the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation) for each of the environmental objectives,
reconcile with the underlying records of the Company and are consistent or coherent with the
sustainability statements;
– the disclosures provided to address the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation) appear reasonable, in particular whether the
eligible economic activities meet the cumulative conditions to qualify as aligned and whether
the technical screening criteria are met; and
– the key performance indicators disclosures have been defined and calculated in accordance
with the Taxonomy reference framework and in compliance with the reporting requirements
provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), including the
format in which the activities are presented.
• Considering the overall presentation, structure and the fundamental qualitative characteristics of
information (relevance and faithful representation: complete, neutral and accurate) reported in
the sustainability statements, including the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation).
• Considering, based on our limited assurance procedures and evaluation of the assurance
evidence obtained, whether the sustainability statements as a whole, are free from material
misstatements and prepared in accordance with the ESRS.
Amstelveen, February 24, 2026
KPMG Accountants N.V.
C.A. Bakker RA
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Articles of Association Provisions Governing Profit Appropriation
Article 29 of the Articles of Association
Paragraph 1
From the profit as it appears on the annual accounts adopted by the General Meeting, a dividend
shall be distributed on the preference shares, whose percentage – calculated on the paid part of
thenominal amount – is equal to that of the average of the interest rate on Basis Refinancing
Transactions (Refi interest of the European Central Bank). These are weighted according to the
number of days over which this rate of interest applies during the financial year over which the
dividend was paid, increased by a debit interest rate to be determined by the large Dutch banks
and also increased by a margin determined by the Executive Board and approved by the
Supervisory Board of one percentage point (1%) minimum and four percentage points (4%)
maximum. The dividend on the preference shares shall be calculated on an annual basis on the
paid part of the nominal amount. If in any financial year the distribution referred to in the first full
sentence cannot be made or can only be made in partbecause the profits are not sufficient, the
deficiency shall be distributed from the distributable part of the company’s equity. No further
dividend shall be distributed on the preference shares.
Paragraph 2
Subsequently such allocations to reserves shall be made as the Executive Board shall determine,
subject to the approval of the Supervisory Board.
Paragraph 3
Any balance remaining after that shall be distributed at the disposal of the General Meeting
ofShareholders.
Paragraph 5
Distribution of profit shall be made after adoption of the annual accounts showing that it
ispermitted.
Paragraph 6
Subject to approval of the Supervisory Board, the Executive Board may resolve on distribution of
interim dividend, provided the requirements of paragraph 4 have been met, according to aninterim
statement of assets and liabilities. It shall relate to the position of the assets andliabilities no
earlier than on the first day of the third month before the month in which the resolution on
distribution of interim dividend is made known. It shall be drawn up with observance of valuation
methods considered generally acceptable. The statement of assets and liabilities shall include the
amounts to be reserved by virtue of the law.
It shall be signed by the Members of the Executive Board; if the signature of one or more of them is
lacking this shall be stated with reasons. The statement of assets and liabilities shall be deposited
at the office of the Commercial Register within eight days after the day on which the resolution on
distribution is made known.
Paragraph 7
If a loss is suffered for any year, that loss shall be transferred to a new account for set-off against
future profits, and for that year no dividend shall be distributed. Based on the proposal of the
Executive Board that has been approved by the Supervisory Board, the General Meeting of
Shareholders may resolve, however, to delete such a loss by writing it offon a reserve that need
notbe maintained, according to the law.
Article 30 of the Articles of Association
Paragraph 1
On the proposal of the Executive Board that has been approved by the Supervisory Board,
theGeneral Meeting of Shareholders may resolve that a distribution of dividend on ordinary
sharesshall be made entirely or partially not in money but in ordinary shares in the capital
ofthecompany.
Paragraph 2
On the proposal of the Executive Board that has been approved by the Supervisory Board, the
General Meeting of Shareholders may resolve on distributions in money or in the manner as
referred to in Paragraph 1 to holders of ordinary shares against one or more reserves that need
notbe maintained under the law.
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Ordinary shares and ADRs
Wolters Kluwer N.V. ordinary shares are listed on Euronext Amsterdam under the symbol WKL.
During 2025, the average daily trading volume of Wolters Kluwer shares on Euronext Amsterdam
was674,774 shares (2024: 431,192), according to Euronext.
American Depositary Receipt program
Wolters Kluwer has a sponsored Level I American Depositary Receipt (ADR) program. Each
WoltersKluwer ADR represents one ordinary share (ADR ratio 1:1). Wolters Kluwer ADRs are
denominated in U.S. dollars and are traded on the over-the-counter (OTC) securities market
intheUnited States. Wolters Kluwer ADRs receive the same dividends as the ordinary shares
converted into U.S. dollars at the prevailing €/$ exchange rate. For more information contact
ourADR depositary bank: Deutsche Bank Trust Company Americas, c/o American Stock Transfer &
Trust Company, P.O. Box 2050, Peck Slip Station, New York, N.Y. 10272-2050, UnitedStates, or visit
www.adr.db.com.
Securities codes and ticker symbols
System Ordinary shares ADRs
ISIN NL0000395903 US9778742059
Sedol 5671519 2977049
Bloomberg WKL:NA WTKWY:US
Reuters RIC WLSNc.AS WTKWY
CUSIP – 977874205
Exchange Euronext Over-the-counter (OTC)
Share price performance
Wolters Kluwer shares closed the year down 45% as the global information services and software
sectors suffered a significant de-rating due to AI disruption concerns. While the STOXX Europe 600
increased 21%, nearly all of our stock market peers experienced significant share price declines
in2025.
Over the five-year period ending December 31, 2025, Wolters Kluwer shares have increased by 28%.
During this period the STOXX Europe 600 increased 54%. Wolters Kluwer ADRs (quoted in U.S.
dollars) appreciated 23% over thisfive-year period, while the S&P 500 rose 82%.
40
60
80
100
120
140
160
180
200
Five-year share price performance 2020-2025
euro
2022 2023 2024 20252021
Wolters Kluwer N.V. RELX (rebased)
Thomson Reuters (rebased) STOXX Europe 600 (rebased)
Source: Nasdaq/FactSet data. All prices in euros and rebased to Wolters Kluwer share price.
Dividend policy and dividend proposal
Dividend policy
Wolters Kluwer is committed to a progressive dividend policy. Proposed annual increases in
thedividend per share consider our financial performance, market conditions, and our need
forfinancial flexibility. The policy takes into consideration the characteristics of our business,
ourexpectations for future cash flows, and our plans for investment in organic development
oracquisitions.
Proposed 2025 dividend
We are proposing to increase the total dividend for the financial year 2025 by 8% (2024: 12%
increase) to €2.52 per share (2024: €2.33). We will therefore recommend a final dividend of
€1.59pershare, subject to the approval of shareholders at the Annual General Meeting in May
2026.The 2026 interim dividend will be set at 40% of the prior year totaldividend.
Shareholders can choose to reinvest interim and final dividends by purchasing additional
WoltersKluwer shares through the Dividend Reinvestment Plan (DRIP) administered by ABNAMRO
Bank N.V.
Share buyback programs
As a matter of policy since 2012, Wolters Kluwer offsets the dilution caused by our annual incentive
share issuance with share repurchases (Anti-Dilution Policy). In addition, when appropriate, we return
capital to shareholders through further share buyback programs. Sharesrepurchased by the company
are added to and held as treasury shares. Treasury shares are either canceled or are held to meet
future obligations under share-based incentive plans.
Wolters Kluwer shares andbonds
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Wolters Kluwer shares andbonds continued
In February 2025, we announced a share buyback program of up to €1 billion. This 2025 program
wascompleted two months early following the decision announced in September to accelerate
repurchases in light of the share price development. In November 2025, we announced a new
mandate to repurchase up to €200 million between November 6, 2025 and February 23, 2026,
effectively bringing forward part of the intended 2026 buyback program into 2025. By year end,
8.6million shares were repurchased for a total consideration of €1.1 billion.
A summary of amounts repurchased, cancelations and incentive share issuances over the past
fewyears is shown below.
Share repurchases, cancelations, and issuances 2021-2025
Shares
repurchased
million
Total
consideration
€ million
Average
share price
€
Treasury shares
canceled
million
Treasury shares
released
for LTIP
million
2025 8.6 1,100 128.45 6.0 0.4
2024 6.7 1,000 149.23 10.0 0.6
2023 8.7 1,000 114.44 9.0 0.5
2022 10.1 1,000 98.75 5.0 0.7
2021 5.0 410 82.62 5.0 0.7
Share buyback 2026
On February 25, 2026, we will announce our intention to spend up to €500 million on share
repurchases during 2026, including repurchases to offset incentive share issuances. As of
February24, 2026, €100 million of this program has been completed.
We believe this level of cash return leaves us with sufficient liquidity to support our dividend
plans,to sustain organic investment, and to make selective acquisitions. The share repurchases
may be suspended, discontinued, or modified at any time. At the Annual General Meeting in May
2026, we will propose canceling any or all treasury shares that are not used forshare-based
incentive plans.
Share capital and market capitalization
Shares issued and outstanding
The number of issued ordinary shares on December 31, 2025, was 232.5 million (2024:
238.5 million), of which 6.3 million were held in treasury. The diluted weighted-average
numberofordinary shares used to compute the diluted earnings per share figures was
231.8 million in2025.
Market capitalization
Based on issued ordinary shares (including treasury shares), the market capitalization of
WoltersKluwer as of December 31, 2025, was €20.5 billion (2024: €38.3 billion).
Shares issued and outstanding
number of shares in millions 2025 2024
Issued ordinary shares (December 31) 232.5 238.5
Treasury shares (December 31) 6.3 4.1
Issued ordinary shares outstanding (December 31) 226.2 234.4
Weighted-average number of ordinary shares outstanding 231.0 237.5
Diluted weighted-average number of ordinary shares 231.8 238.4
Shareholder structure
Wolters Kluwer has 100% free float and a widely distributed, global shareholder base. Based
onourNovember 2025 survey, circa 90% of the issued share capital of Wolters Kluwer was held
byinstitutional investors. The remaining 10% was either unidentified, held in treasury by
WoltersKluwer, or held by intermediaries orretail investors.
Shareholders who have notified the Dutch Authority for the Financial Markets (AFM) indicating
acapital interest exceeding the AFM’s reporting thresholds can be found on the AFM website
(www.afm.nl). The geographic distribution of our shares is shown below.
Global distribution of issued share capital
United States
31%
Canada/Other Americas
5%
United Kingdom
22%
France
8%
Germany
4%
Switzerland
3%
Netherlands
2%
Rest of Europe
6%
Asia Pacific & ROW
4%
Intermed/Retail/Other
14%
Treasury shares
3%
Source: CMi2i, as of November 2025.
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Wolters Kluwer shares andbonds continued
Industry classifications and indices
Some of the most widely followed indices that include Wolters Kluwer are shown below.
Wolters Kluwer weight in selected indices
Index Weight %
AEX
®
2.21%
AEX
®
ESG
4.03%
Euronext
®
100 0.46%
Euronext
®
Eurozone ESG Leaders Select 40 0.72%
EURO STOXX
®
0.31%
EURO STOXX
®
50 0.49%
STOXX
®
Europe 600 0.17%
STOXX
®
Europe 600 ESG-X 0.20%
MSCI Europe Commercial & Professional Services 11.7%
Sources: Euronext, STOXX, and MSCI. Weights as of December 31, 2025.
Wolters Kluwer is classified in different industry sectors by the global index providers.
Industry classification by main index providers
Main index provider System used Wolters Kluwer industry classification (code)
Bloomberg BICS Technology: Software & Technology Services (1814)
STOXX, FTSE Russell ICB Consumer Discretionary: Media: Publishing (5557)
MSCI, S&P, Dow Jones GICS
Industrials: Commercial & Professional Services: Research &
ConsultingServices(20202020)
Sources: Bloomberg, FTSE Russell, MSCI, S&P Global, and STOXX.
Research ratings
Of the 12 sell-side analysts who currently provide regular research coverage, nine had a Buy or
Strong Buy rating on Wolters Kluwer asof January 31, 2026.
A range of providers produce environmental, social, and governance (ESG) ratings on
Wolters Kluwer. A selection of publicly available ESG ratings is shown below.
→ A list of analysts can be found on our investor relations website
www.wolterskluwer.com/en/investors/analysts/analyst-coverage
Selected ESG ratings
ESG rating 2025 2024 Description
MSCI ESG Rating AAA AAA MSCI scale: AAA-CCC. AAA is the top score.
ISS Governance Quality Score 1 1
ISS scale:
1-10. Alower score denotes lower risk.
ISS Social Quality Score 1 1
ISS Environment Quality Score 3 3
Sustainalytics ESG Risk Rating 11.0 11.4
Sustainalytics scale: 0-100. A lower score indicates
lower ESG risk.
Sources: MSCI, ISS, and Morningstar Sustainalytics, as of January 31, 2026.
Bonds and other fixed income securities
As of December 31, 2025, Wolters Kluwer has nine Eurobonds listed on the Luxembourg exchange.
Wolters Kluwer listed fixed-income issues
Debt security Due
Amount
€ million Listing ISIN
3.000% senior bonds September 2026 €500 Luxembourg XS2530756191
1.500% senior bonds March 2027 €500 Luxembourg XS1575992596
0.250% senior bonds March 2028 €500 Luxembourg XS2324836878
6.748% senior bonds August 2028 €36 Luxembourg XS0384322656
3.250% senior bonds March 2029 €600 Luxembourg XS2778864210
0.750% senior bonds July 2030 €500 Luxembourg XS2198580271
0.750% senior bonds September 2030 €500 Luxembourg XS3101433244
3.750% senior bonds April 2031 €700 Luxembourg XS2592516210
3.375% senior bonds March 2032 €500 Luxembourg XS3019296840
Euro Commercial Paper
Wolters Kluwer has a Euro Commercial Paper (ECP) program under which the company may issue
unsecured, short-term debt up to a maximum of €1.0 billion. The outstanding amount (included in
borrowings and bank overdrafts) per December 31, 2025, was €180 million (2024:€350 million).
Type As of
Issued
€ million
Total facility
€ million
Euro Commercial Paper December 31, 2025 180 1,000
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Wolters Kluwer shares andbonds continued
Credit ratings
Maintaining investment grade credit ratings is a core policy of Wolters Kluwer. Current credit ratings
and outlook are provided below.
Agency Long-term Short-term Outlook Date of rating Date affirmed
Moody’s A3 – Stable March 29, 2023 March 26, 2025
S&P A
-
A
-
2 Stable March 25, 2025 March 25, 2025
Sources: Moody’s and S&P Global.
For more information on Wolters Kluwer’s long-term debt, refer to Note 28 – Net debt of the
Financial statements.
Investor relations
Shareholder engagement
Wolters Kluwer places great importance on a constructive dialogue with the investment community.
We manage a comprehensive investor relations program designed to maintain regular interaction
with investors and sell-side analysts. We communicate through our half-year and full-year earnings
releases and presentations, trading updates, the annual report, investor seminars, and other
information published on our investor relations website. We host live webcast presentations of our
half-year and full-year results, hold the Annual General Meeting of Shareholders, and interact with
investors on roadshows and at conferences.
In December 2025, we hosted a virtual investor teach-in focused on artificial intelligence featuring
executive leaders from DXG, Health, and Tax & Accounting. During the year, the Executive Board met
with investors representing around a third of our issued share capital. CEO Designate Stacey
Caywood met with shareholders and analysts in London in September 2025.
In 2025 and early 2026, the Chair of our Supervisory Board met shareholders representing over 40%
of our issued share capital to discuss remuneration and other governance topics.
Investor relations is focused on helping the market understand our business, our strategy, our
markets, as well as our financial performance. We aim to be responsive and proactive and welcome
direct feedback from investors. Wolters Kluwer is committed to a high degree of transparency
initsfinancial reporting and strives to be open with its shareholders and the wider
investmentcommunity.
→ Investor relations website
www.wolterskluwer.com/en/investors
Investor relations policy
Wolters Kluwer is strict in its compliance with applicable rules and regulations on fair disclosure to
shareholders. Presentations are posted publicly on the company’s website at thesame time as they
are made available to analysts and investors. In adherence with fair disclosure rules, meetings and
presentations do not take place during ‘closed periods’ before the publication of annual and
quarterly financial information. The company does not assess, comment upon, or correct, other
than factually, any analyst report or valuation prior to publication. The company is committed to
helping investors and analysts become better acquainted with Wolters Kluwer and its management,
as well as to maintaining a long-term relationship of trust with the investment community at large.
Financial calendar 2026-2027
2026
May 6 First-Quarter 2026 Trading Update
May 21 Annual General Meeting of Shareholders
May 25 Ex-dividend date: 2025 final dividend ordinary shares
May 26 Record date: 2025 final dividend
June 17 Payment date: 2025 final dividend ordinary shares
June 24 Payment date: 2025 final dividend ADRs
August 5 Half-Year 2026 Results
September 1 Ex-dividend date: 2026 interim dividend ordinary shares
September 2 Record date: 2026 interim dividend
September 24 Payment date: 2026 interim dividend ordinary shares
October 1 Payment date: 2026 interim dividend ADRs
November 4 Nine-Month 2026 Trading Update
2027
February 24 Full-Year 2026 Results
March 10 Publication of 2026 Annual Report
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Financial statements Other informationSustainability statements
Five-year key figures
in millions of euros, unless otherwise stated 2025 2024 2023 2022 2021
Revenues 6,125 5,916 5,584 5,453 4,771
Operating profit 1,735 1,441 1,323 1,333 1,012
Profit for the year, attributable to owners of the company 1,308 1,079 1,007 1,027 728
Adjusted EBITDA 2,007 1,930 1,775 1,730 1,514
Adjusted operating profit 1,687 1,600 1,476 1,424 1,205
Adjusted net financing costs 86 62 27 56 78
Adjusted net profit 1,225 1,185 1,119 1,059 885
Adjusted free cash flow 1,348 1,276 1,164 1,220 1,010
Proposed dividend distribution 574 548 503 453 405
Acquisition spending 871 335 61 92 108
Net capital expenditure 303 313 323 295 239
Amortization and impairment of other intangible assets, and
depreciation and impairment of PPE and right-of-use assets 320 330 299 306 309
Amortization and (reversal of) impairment of acquired
identifiable intangible assets and goodwill 157 149 146 160 164
Shareholders’ equity 798 1,545 1,749 2,310 2,417
Guarantee equity 798 1,545 1,749 2,310 2,417
Net debt 4,024 3,134 2,612 2,253 2,131
Capital employed 5,386 5,604 5,202 5,529 5,859
Total assets 9,584 9,498 9,094 9,510 9,028
Ratios
As % of revenues:
Operating profit 28.3 24.4 23.7 24.4 21.2
Profit for the year, attributable to owners of the company 21.3 18.2 18.0 18.8 15.3
Adjusted EBITDA 32.8 32.6 31.8 31.7 31.7
Adjusted operating profit 27.5 27.1 26.4 26.1 25.3
Adjusted net profit 20.0 20.0 20.0 19.4 18.6
ROIC (%) 18.0 18.1 16.8 15.5 13.7
Dividend proposal in % of adjusted net profit 46.8 46.2 45.0 42.8 45.8
Dividend proposal in % of profit for the year, attributable to
owners of the company 43.9 50.8 50.0 44.2 55.7
Cash conversion ratio (%) 103 102 100 107 112
Net interest coverage 19.6 25.6 54.3 25.4 15.5
2025 2024 2023 2022 2021
Net-debt-to-EBITDA 2.0 1.6 1.5 1.3 1.4
Net gearing 5.0 2.0 1.5 1.0 0.9
Shareholders’ equity to capital employed 0.15 0.28 0.34 0.42 0.41
Guarantee equity to total assets 0.08 0.16 0.19 0.24 0.27
Information per share (€)
Total dividend proposal in cash per share 2.52 2.33 2.08 1.81 1.57
Basic earnings per share 5.66 4.54 4.11 4.03 2.79
Adjusted earnings per share 5.31 4.99 4.57 4.16 3.40
Adjusted free cash flow per share 5.84 5.37 4.75 4.79 3.89
Based on fully diluted:
Diluted earnings per share 5.64 4.52 4.09 4.01 2.78
Diluted adjusted earnings per share 5.29 4.97 4.55 4.14 3.38
Diluted adjusted free cash flow per share 5.82 5.35 4.73 4.77 3.87
Weighted-average number of shares issued (millions) 231.0 237.5 244.9 254.7 260.4
Diluted weighted-average number of shares (millions) 231.8 238.4 246.0 255.8 261.8
Stock exchange (€)
Highest quotation 181.30 164.60 134.90 111.40 105.25
Lowest quotation 86.94 126.60 97.00 84.18 63.88
Quotation at December 31 88.34 160.40 128.70 97.76 103.60
Average daily trading volume Wolters Kluwer on Euronext
Amsterdam N.V. (thousands of shares) 675 431 520 542 521
Employees
Headcount at December 31 21,066 21,635 21,438 20,511 19,800
In full-time equivalents at December 31 20,567 21,200 21,056 20,056 19,454
In full-time equivalents average per annum 21,050 21,167 20,810 20,061 19,083
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Glossary
Adjusted
‘Adjusted’ refers to figures adjusted
for non-benchmark items and
amortization and impairment of
goodwill and acquired identifiable
intangible assets.
‘Adjusted’ figures are non-IFRS
compliant financial figures but
areinternally regarded as key
performance indicators to measure
the underlying performance of
thebusiness.
Adjusted earnings per share
Adjusted net profit divided by the
weighted-average number of
ordinary shares outstanding.
Adjusted EBITDA
EBITDA adjusted for non-benchmark
items in operating profit.
Adjusted free cash flow
Net cash from operating activities
less net capital expenditure, plus
paid acquisition and divestment
expenses, plus dividends received,
and adjusted for one-off cash tax
items. Adjusted free cash flow is the
cash flow available for dividend
payments to shareholders,
acquisitions, repayments of debt,
and repurchasing of shares.
Adjusted net financing costs
Total financing results adjusted for
non-benchmark items in total
financing results.
Adjusted net profit
Profit for the period attributable
tothe owners of the company,
excluding the after-tax effect of
non-benchmark items, amortization
of acquired identifiable intangible
assets, and impairment of goodwill
and acquired identifiable intangible
assets.
Adjusted operating cash flow
Adjusted EBITDA plus or minus
autonomous movements in working
capital and book results on sale of
non-current assets, less net capital
expenditure, repayments of lease
liabilities, and lease interest paid.
Adjusted operating profit
Operating profit before amortization
and impairment of acquired
identifiable intangible assets and
impairment of goodwill, and
adjusted for non-benchmark items.
Adjusted operating profit margin
Adjusted operating profit as a
percentage of revenues.
Adjusted profit before tax
Sum of adjusted operating profit,
adjusted net financing costs, income
from investments, and share of profit
of equity-accounted associates
(netof tax).
Allocated tax
Adjusted operating profit multiplied
bybenchmark tax rate.
Basic earnings per share
The profit or loss attributable to
theordinary shareholders of the
company divided by the weighted-
average number of ordinary shares
outstanding during the period.
Benchmark tax rate
Income tax on adjusted profit divided
by adjusted profit before tax.
Capital employed
Total assets minus current liabilities
and non-current deferred income.
Cash conversion ratio
Adjusted operating cash flow divided
byadjusted operating profit.
Constant currencies
Income, expenses, and cash flows in
local currencies are recalculated to
euros, using the average exchange
rates of the previous calendar year.
Diluted adjusted earnings per
share
Adjusted earnings per share
amended for the effects of all
dilutive potential ordinary shares.
Shares conditionally awarded under
LTIP- and RSU-plans are included in
the calculation of the diluted
weighted-average number of
ordinary shares outstanding if the
vesting conditions are satisfied.
Diluted earnings per share
Basic earnings per share amended
for the effects of all dilutive potential
ordinary shares.
Shares conditionally awarded
underLTIP- and RSU-plans are
included in the calculation of the
diluted weighted-average number of
ordinary shares outstanding if the
vesting conditions are satisfied.
EBITA (Earnings before interest,
tax, and amortization)
Operating profit before amortization
and impairment of acquired
identifiable intangible assets and
impairment ofgoodwill.
EBITDA (Earnings before interest,
tax, depreciation,
andamortization)
EBITA before amortization and
impairment of other intangible
assets, and depreciation and
impairment of PPE and right-of-use
assets.
Guarantee equity
Sum of total equity, subordinated
(convertible) bonds, and perpetual
cumulative bonds.
Invested capital
Total assets minus current liabilities
and non-current deferred income,
excluding investments in equity-
accounted associates, deferred tax
assets, non-operating working
capital, and cash andcash
equivalents. This total summation
isadjusted for accumulated
amortization on acquired identifiable
intangible assets, goodwill amortized
pre-IFRS 2004, and goodwill written
off to equity prior to 1996 (excluding
acquired identifiable intangible
assets/goodwill that have been
impaired and/or fully amortized),
less any related deferred tax
liabilities. Theaverage invested
capital is based on five measurement
points during the year.
Loans
Bonds, private placements, Euro
Commercial Paper Program, and
other miscellaneous loans and
borrowings.
Net capital expenditure
Sum of capitalized expenditure on
PPE and other intangible assets,
less any cash inflows arising
fromdisposal of PPE and other
intangible assets.
Net debt
Sum of long-term debt, short-term
bonds, borrowings and bank
overdrafts, and deferred and
contingent acquisition payments,
minus cash and cash equivalents,
divestment receivables, collateral
deposited, andthe net fair value of
derivative financial instruments.
Net-debt-to-EBITDA ratio
Net debt divided by EBITDA, adjusted
for divestment-related results on
operations.
Net gearing
Net debt divided by total equity.
Net interest coverage
Adjusted operating profit divided
byadjusted net financing costs.
Non-benchmark items
Non-benchmark items relate to
expenses arising from circumstances
or transactions that, given their size
or nature, are clearly distinct from
the ordinary activities of the group,
and are excluded from the
benchmark figures.
Non-benchmark items in operating
profit include amortization and
impairment of acquired identifiable
intangible assets, impairment of
goodwill, results from divestments
(including directly attributable
divestment costs), additions to
andreleases from provisions for
restructuring of stranded costs
following divestments, acquisition-
related costs, additions to and
releases from acquisition integration
provisions, subsequent fair
valuechanges on contingent
considerations, and loss
onremeasurement on assets
classified asheld for sale.
Non-benchmark items in total
financing results are financing
component employee benefits,
gainsand losses onfinancial assets
at fair value through profit or loss,
unwinding of discount of contingent
or deferred considerations, and
divestment-related results on
equity-accounted associates.
NOPAT
Net operating profit after allocated
tax. Adjusted operating profit less
allocatedtax.
Operating other receivables
Operating other receivables consist
of prepayments and miscellaneous
receivables.
Operating other payables
Operating other payables consist of
salaries and holiday allowances; VAT,
sales tax, social security premiums,
and other taxation; pension-related
payables; royalty payables; and other
accruals and payables.
Organic revenue growth
Calculated as revenues, excluding
theimpact of acquisitions above a
minimum threshold, divided by
revenues in the previous reporting
period, adjusted for the impact of
divestments of operations or assets
classified as held for sale above a
minimum threshold, all translated
atconstant currencies.
Tax on adjusted profit
Income tax expense adjusted for
taxbenefits on amortization and
impairment of acquired identifiable
intangible assets and impairment of
goodwill, tax on non-benchmark
items, and the income tax effect of
any material changes in (income) tax
laws and (income) tax rates inthe
jurisdictions where the group
operates.
Working capital
Current assets less current liabilities.
Working capital: non-operating
working capital
Total of derivative financial assets/
liabilities, collateral, short-term part
of restructuring provisions, deferred
and contingent acquisition payables,
interest receivable/payable, current
income tax assets/liabilities,
divestment receivables, short-term
bonds, and borrowingsand bank
overdrafts.
Working capital: operating
working capital
Working capital minus non-operating
working capital minus cash and
cashequivalents.
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Contact information
Wolters Kluwer N.V.
Zuidpoolsingel 2
P.O. Box 1030
2400 BA Alphen aan den Rijn
The Netherlands
info@wolterskluwer.com
www.wolterskluwer.com
www.linkedin.com/company/wolters-kluwer
www.facebook.com/wolterskluwer
Chamber of Commerce
Trade Registry No. 33.202.517
Trademarks referenced are owned by Wolters Kluwer N.V. and/or its subsidiaries andmay be
registered in various countries.
Forward-looking statements and other important legalinformation
This report contains forward-looking statements. These statements may be identified by words
such as “expect”, “should”, “could”, “shall”, and similar expressions. Wolters Kluwer cautions that
such forward-looking statements are qualified by certain risks and uncertainties that could cause
actual results and events to differ materially from what is contemplated by the forward-looking
statements. Factors which could cause actual results to differ from these forward-looking
statements may include, without limitation, general economic conditions; conditions in the
markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors;
technological developments; the implementation and execution of new ICT systems or outsourcing;
and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses; as well as risks related to
mergers, acquisitions, and divestments. In addition, financial risks such as currency movements,
interest rate fluctuations, liquidity, and credit risks could influence future results. Theforegoing
list of factors should not be construed asexhaustive. Wolters Kluwer disclaims any intention
or obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, futureevents,orotherwise.
About this report
→ This annual report is available as a
PDF on www.wolterskluwer.com/en/
investors/financials/annual-reports
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Strategic report Governance
Financial statements Other informationSustainability statements