OHB’s Critical Juncture: SpaceX IPO Stalls a €1B Placement as Governance Battle Looms at AGM

The Bremen-based space group OHB SE enters its annual general meeting on 8 June under a cloud of competing pressures. Shareholder advocates are urging minority holders to reject a controversial €1.2 billion capital-authorisation plan, while a blockbuster SpaceX initial public offering has forced the postponement of a long-awaited KKR share placement. The confluence of events has exposed the extreme fragility of OHB’s free float, with just 5.68% of its 19.15 million shares in public hands — a structural risk that has amplified recent price swings.

DSW challenges management on pay and dilution

The German Association for the Protection of Securities Holdings (DSW) has recommended that minority investors vote against two key agenda items at the virtual AGM. Item 3, the executive compensation system, is criticised for lacking individual maximum amounts in euros per board member, as required by the German Corporate Governance Code. With the free float currently at only 6%, the DSW argues that outside shareholders already have minimal influence, making such omissions particularly significant.

Far more contentious is Item 7, which would empower OHB to issue convertible or warrant bonds and participating rights with a total face value of up to €1.2 billion. The authorisation would run until 2031 and be backed by a conditional capital increase of 20% of existing equity. The DSW warns that this could lead to substantial dilution of existing shareholders, and a growing segment of the market is demanding tighter oversight of management’s financial flexibility.

KKR placement hits the SpaceX wall

The governance debate coincides with a botched attempt to widen OHB’s shareholder base. Private-equity firm KKR, which holds about 29% of the company, had aimed to sell roughly 20 percentage points of its stake — a transaction worth over €1 billion. The placement, originally slated for 12 June, has been shelved because the SpaceX IPO falls on exactly the same date. A listing of that magnitude absorbs market attention, capital, and bank underwriting capacity, pushing smaller deals to the back burner. OHB had recently expanded its banking syndicate to seven institutions in preparation.

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If the placement can be completed by the 30 June deadline, KKR’s holding would shrink to a single-digit percentage, while the founding Fuchs family would retain its dominant 65% voting stake. Crucially, the free float would rise from 6% to around 26%, improving liquidity and potentially dampening the violent intraday swings that have characterised the stock. On 27 May alone, the share price lurched by nearly 16% on turnover of just 1,019 shares, with bids ranging from €421.50 to €478.50 on the Stuttgart exchange.

Solid Q1 results underpin the turbulence

Beneath the governance and liquidity drama, OHB’s operating performance remains robust. Total output for the first quarter of 2026 climbed 15.2% year-on-year to €279.3 million. Unadjusted EBITDA surged 48% to €25.7 million, while adjusted EBITDA rose 37% to €27.3 million. Net profit more than tripled to €9.9 million, up from €3.7 million a year earlier.

Management’s medium-term targets are ambitious: total output of €1.4 billion in 2026, €1.7 billion in 2027, and more than €2.0 billion by 2028. The EBITDA margin is expected to improve from 11% this year to over 12% at the end of the planning period.

RFA ONE test flight in the pipeline

Adding to the full calendar, OHB’s Rocket Factory Augsburg subsidiary has applied for a launch window starting 1 July for the maiden flight of its RFA ONE rocket. The first and second stages have already been delivered to the SaxaVord Spaceport in Scotland, following an 18-month re-engineering effort after a hot-fire test incident. OHB cautions that historical success rates for first flights of new launch vehicles stand at less than 30%, tempering expectations.

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AGM agenda and next steps

At the 8 June virtual meeting, shareholders will also vote on a dividend of €0.60 per share, which would distribute roughly €11.5 million in total. Other items include a stock-option programme for up to 576,447 subscription rights (capped at 3% of share capital) and the discharge of the management board and supervisory board. DSW opposition to the capital authorisation could signal that the governance debate has reached even the narrow circle of existing owners.

Whether the KKR placement proceeds this month hinges on the SpaceX debut. A strong first-day showing would likely mobilise capital and attention across the space sector, while a disappointing start might push OHB’s transaction into July — past the deadline. Either way, the company’s ability to secure a wider shareholder base is now tightly linked to events in Texas and the outcome of its own AGM.

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