Annual Report 2025

1.2Personnel Expenses

As at December 31, 2025, Belimo had 2 704 (2024: 2 361) full-time equivalent employees, of whom 1 090 (2024: 937) were located in Switzerland.

in CHF 1 000

2025

2024

Wages and salaries

-226 283

-207 933

Expenses for share-based payments

-2 210

-1 357

Social security contributions

-31 286

-28 505

Defined benefit expenses

-11 223

-8 290

Defined contribution expenses

-7 032

-6 524

Other personnel expenses

-17 366

-12 363

Total

-295 400

-264 970

Other personnel expenses comprised of staff recruitment, training and development, company events, and external staff costs.

Share-Based Payments

The Group has the following share-based payment plans in place:

Plan

Year of implementation

Instruments granted

Beneficiaries

Employee Share Purchase Plan (ESPP)

2020, 2025

Registered shares

Eligible employees of the Belimo Group

EC Bonus Shares Regulation

2025

Registered shares

Group Executive Committee, and Extended Executive Committee

Board Remuneration

2024

Registered shares

Board of Directors

The Employee Share Purchase Plan (ESPP) was revised in 2025. The first execution is planned for 2026. As part of this revision, the Group Executive Committee and the Extended Executive Committee—previously included in the ESPP—are now covered under the separate EC Bonus Shares Regulation plan.

Employee Share Purchase Plan (ESPP)

The ESPP was revised in 2025, as a result, no offering was conducted during the reporting period, and the first execution is planned for 2026.

In 2024, the ESPP granted eligible employees in Switzerland, Germany, Canada, the United States, Hong Kong, and China the option of purchasing Belimo restricted shares at a discounted purchase price up to a maximum of 20% of their variable remuneration or between one and ten shares. For the members of the Executive Committee, the mandatory contribution to the ESPP amounted to 40% of the variable remuneration paid in December 2024, with the option to voluntarily further participate up to 100% of the variable remuneration paid in December 2024. The restricted shares were transferred in December. Should the number of allocated shares be a fraction of shares, then the number of shares was rounded down to the next whole number.

The fair value of the share-based payment element is the market price of the shares of BELIMO Holding AG at grant date reduced by the employee contribution equal to 70% of the lower of the average market price of the last twenty consecutive trading days before the purchase date or the market price at the purchase date. The fair value is recognized as an expense for share-based payments. The plan includes a vesting condition (service condition between the grant date and the purchase date), but no option features.

The restricted shares are blocked for three years, whereby voting rights and rights to receive dividends remain intact with the holder of the shares.

The relevant parameters for the ESPP in the previous year were as follows:

2024

Number of shares granted

7 167

Share price at grant date, in CHF

595.00

Fair value of share-based payment element at grant date, in CHF

188.90

Cash contribution share-based payments, in CHF 1 000

700

Deferred compensation share-based payments, in CHF 1 0001)

2 217

Total contribution by employees, in CHF 1 000

2 917

Expenses for share-based payments, in CHF 1 000

1 357

1) Employee contribution settled through salary deductions, treated in the cash flow statement as non-cash transaction.

Executive Committee Bonus Shares Regulations

In 2025, a separate Executive Committee Bonus Shares Regulation was established, decoupling the rules of bonus shares for the Executive Committee from the Employee Share Purchase Plan. 40% of the target variable remuneration is paid out in form of Belimo restricted shares, without discount (mandatory conversion). In addition, there is the option to voluntarily purchase additional Belimo restricted shares at a 30% discounted purchase price, up to a maximum extent of 40% of the target variable remuneration (voluntary conversion). The restricted shares are transferred in the first half of the following year. Should the number of allocated shares be a fraction of shares, then the number of shares is rounded down to the next whole number.

The Executive Committee Bonus Shares Regulation is accounted for using the shares 'to the value of' method. For the mandatory conversion, the fair value of the share-based payment element is equal to 40% of the target variable renumeration at grant date. For the voluntary conversion, the fair value of the share-based payment element is equal to 143% of the voluntary conversion amount at grant date, due to the 30% discount. The fair value is recognized as an expense for share-based payments with a corresponding increase in equity. The plan includes a vesting condition (service condition between the grant date and the end of the financial year), but no option features.

The restricted shares are blocked for three years, whereby voting rights and rights to receive dividends remain intact with the holder of the shares.

The relevant parameters for the EC Bonus Shares Regulations in the current year were as follows:

in CHF 1 000

2025

Expenses for share-based payments1)

Mandatory shares

1 006

Voluntary shares

579

EC Bonus Shares Regulation discount

248

Total

1 833

1) Share‑based payment expenses corresponded to the fair value of the respective share‑based payment elements.

The shares for 2025, based on the amounts disclosed above, will be allocated at the end of March 2026. Assuming a share price of CHF 781.0 (share price as at December 31, 2025), a total of 2 346 shares would be allocated.

Board Remuneration

Members of the Board of Directors receive part of their remuneration in Belimo restricted shares. 40% of their fixed compensation is paid out in form of Belimo restricted shares, without discount. The restricted shares are transferred in December. Should the number of allocated shares be a fraction of shares, then the number of shares is rounded down to the next whole number.

The plan is accounted for using the share 'to the value of' method. The fair value of the share-based payment element is equal to 40% of the fixed compensation at grant date. The fair value is recognized as an expense for share-based payments with a corresponding increase in equity. The plan includes a vesting condition (service condition between the grant date and the next Annual General Meeting), but no option features.

The restricted shares are blocked for three years, whereby voting rights and rights to receive dividends remain intact with the holder of the shares.

The relevant parameters for the Board Remuneration were as follows:

20251)

2024

Number of shares granted

639

685

Fair value of share-based payment element per share at grant date, in CHF

784.50

595.00

Expenses for share-based payments, in CHF 1 0002),3)

377

-

Deferred compensation share-based payments, in CHF 1 0003)

-

408

1) Board remuneration is determined for the term between AGMs. Expenses were recognized on a pro-rata basis for the portion attributable to the financial year.

2) Share‑based payment expenses corresponded to the fair value of the respective share‑based payment elements.

3) Contribution settled through cash compensation deductions were disclosed in the previous year as deferred compensation.

Accounting Policies - Share-Based Payments

The plans are designed to be settled as a variable number of shares for a fixed monetary amount. The fair value of share-based payments is determined based on the 'to the value of' method. Therefore, the fair value at grant date is equal to the total expected fixed monetary amount. The share-based payment element is subsequently recognized on a straight-line basis over the vesting period as personnel expenses, with an increase in equity.

Share-based payments are settled with treasury shares.

Non-Current Employee Benefits

Non-current employee benefits contain post-employment benefits and other long-term employee benefits. The only significant post-employment defined benefit plan exists in Switzerland. The employees in Switzerland are insured under the Belimo pension plan against the risks of old age, death, and disability.
Other long-term employee benefits mainly include jubilee provisions.

in CHF 1 000

December 31, 2025

December 31, 2024

Other long-term employee benefits

6 349

6 145

Non-current employee benefit liabilities

6 349

6 145

Pension plan in Switzerland

Swiss pension schemes are governed by the Swiss Federal Law on Occupational Retirement, Survivors and Disability Pension Plans (BVG), and their implementing regulations. The BVG defines the minimum and maximum insured salary, the minimum retirement credits, as well as the interest rate applied to these credits and the conversion rate. Based on these legal provisions and the plan structure, the employer is exposed to actuarial risks such as investment risk, interest rate risk and the risk of disability, as well as the risk of longevity. The employee and employer contributions are defined by the Board of Trustees of the Foundation. In the event of statutory underfunding, measures for its elimination must be taken. Possible measures could be an adjustment to the conversion rate or restructuring contributions from both the employer and the employees.

The Swiss pension plan is organized via an autonomous foundation. The plan is classified as a defined benefit plan in accordance with IAS 19 and as a defined contribution plan in accordance with the BVG. The most senior management body is the Board of Trustees, which is composed of an equal number of employee and employer representatives. It is legally obliged to act in the interests of the plan participants. The Board of Trustees is responsible for defining the investment strategy, effecting changes to the post­-employment benefit plan regulations, and determining the funding of pension plan benefits. The investment strategy is reviewed at least once a year.

Employer contributions to the pension scheme are defined in the applicable regulations as a fixed percentage of the insured salaries and including both savings and risk components. Retirement benefits are determined based on the retirement savings capital held at the time of retirement. The insured individual can choose between a life­long annuity and a lump sum payment. The annuity is calculated by multiplying the retirement savings capital by the conversion rate as defined in the regulations. The annual retirement contributions and interest thereon are credited to the retirement savings capital.

When employees leave the Company, their retirement savings capital is transferred to the pension scheme of the new employer or to a vested benefits account.

Development

The movements in the net defined benefit asset/liability were as follows:

2025

2024

in CHF 1 000

Defined benefit obligations

Fair value of plan assets

Asset ceiling

Net defined benefit asset/ (liability)

Defined benefit obligations

Fair value of plan assets

Asset ceiling

Net defined benefit asset/ (liability)

As at January 1

-376 435

410 137

-33 701

-

-333 277

363 209

-29 933

-

Movements included in the income statement

Current service costs

-11 223

-11 223

-8 290

-8 290

Interest result (net)

-3 878

4 232

-337

17

-5 080

5 568

-449

39

Total movements included in the income statement

-15 101

4 232

-337

-11 206

-13 370

5 568

-449

-8 251

Movements included in other comprehensive income

Change in demographic assumptions

-

-

1 116

1 116

Change in financial assumptions

15 813

15 813

-23 865

-23 865

Experience adjustments

-6 384

-6 384

-4 390

-4 390

Return on plan assets (excluding interest income)

24 511

24 511

25 419

25 419

Change in asset ceiling (excluding interest expense)

-37 137

-37 137

-3 320

-3 320

Total movements included in other comprehensive income

9 429

24 511

-37 137

-3 197

-27 139

25 419

-3 320

-5 039

Other movements

Employer contributions

14 403

14 403

13 290

13 290

Employee contributions

-10 538

10 538

-

-9 702

9 702

-

Benefits paid/deposited

-1 184

1 184

-

7 052

-7 052

-

Total other movements

-11 723

26 126

-

14 403

-2 650

15 940

-

13 290

As at December 31

-393 830

465 005

-71 175

-

-376 435

410 137

-33 701

-

In 2025, the return on plan assets (including interest income) of CHF 28.7 million (2024: CHF 31.0 million), an actuarial gain on the defined benefit obligation of CHF 9.4 million (2024: loss of CHF -27.1 million), as well as other movements of CHF -0.7 million (2024: CHF -0.1 million) led to a total surplus of CHF 71.2 million (2024: surplus of CHF 33.7 million). The asset ceiling, being the economic benefits available in the form of reduction in future contribution to the Swiss pension plan, was zero in the reporting period (2024: zero). Therefore, the surplus was not recognized as a non-­current asset as at December 31, 2025 and 2024.

There were no significant unfunded plans in the reporting period (2024: none).

The weighted average duration of the defined benefit obligations is 13.1 years (2024: 13.7 years). The expected employer contributions for 2026 amount to CHF 15.4 million.

Investment Portfolio

The major categories of plan assets were as follows:

December 31, 2025

December 31, 2024

Bonds

37%

38%

Shares

36%

35%

Real estate

25%

26%

Cash and cash equivalents

1%

1%

Total

100%

100%

The shares and bonds have quoted market prices on an active market. Real estate includes listed real estate funds and investments in Swiss real estate investment foundations. The investment strategy ensures the availability of liquidity at all times. The Group does not use any pension scheme assets.

Actuarial Assumptions and Sensitivity Analysis

The following principal actuarial assumptions were applied:

December 31, 2025

December 31, 2024

Discount rate

1.30%

1.00%

Interest rate used in projecting retirement benefits

1.50%

1.50%

Expected salary increases

1.50%

1.50%

Mortality tables

BVG 2020 CMI1) 2023

BVG 2020 CMI1) 2023

Long-term rate of mortality improvement

1.25%

1.25%

Life expectancy as at age of 65 in years:

Active employees (female/male)

26.76/25.27

26.67/25.17

Pensioners (female/male)

24.81/23.07

24.70/22.95

1) Continuous Mortality Investigation Model (CMI)

The following sensitivity analysis shows the impact of a reasonably possible change in the principal actuarial assumptions on the present value of the defined benefit obligations at the reporting date. Each change was analyzed separately. Interdependencies were not considered. The methods and assumptions used in preparing the sensitivity analyses are unchanged from the previous year.

December 31, 2025

December 31, 2024

Increase (+)/decrease (-) of the present value of defined benefit obligations

Discount rate

Increase by 50 basis points

-6.1%

-6.3%

Decrease by 50 basis points

6.9%

7.3%

Interest rate used in projecting retirement benefits

Increase by 50 basis points

2.5%

2.6%

Decrease by 50 basis points

-2.4%

-2.4%

Expected salary increases

Increase by 50 basis points

0.8%

0.8%

Decrease by 50 basis points

-0.8%

-0.8%

Life expectancy

Increase by 1 year

1.9%

2.1%

Decrease by 1 year

-2.0%

-2.1%

Management Assumptions and Estimates

The determination of post-em­ploy­ment benefit obligations re­quires an estimation of the future service periods, the de­vel­op­ment of future salaries and pensions, interest accruing on the employee savings accounts, the timing of contractual pension benefit payments, and the employees’ share of the funding shortfall. This evaluation is made based on prior experience and anticipated future trends. Anticipated future payments are discounted with the yields of Swiss franc-denominated corporate bonds from domestic and foreign issuers quoted on the Swiss Exchange with an AAA or AA rating. The discount rates match the anticipated payment maturities of the liabilities.

Accounting Policies - Non-Current Employee Benefits

The present value of the defined benefit obligations and the fair value of the plan assets are determined annually by independent actuaries for each plan and are recognized as a net defined benefit asset/liability. The present values of the defined benefit obligations are calculated using the projected unit credit method.

Defined benefit costs recognized in the income statement include current service costs (service costs in the reporting period), past service costs (gains/losses from plan amendments and curtailments), and gains/losses on settlements. The net interest result (multiplication of the net defined benefit asset/liability and the effect of the asset ceiling with the discount rate) is recognized in the financial result. Remeasurement of the net defined benefit asset/liability, which comprises actuarial gains or losses, the return on plan assets (excluding interest), and the effect of the asset ceiling (excluding interest), is recognized in other comprehensive income and is not reclassified subsequently to the income statement. Asset surpluses are considered only to the extent of possible future reimbursement or reduction of contributions in accordance with IFRIC 14.