BaFin objects to missing disclosures in Zalando's 2025 consolidated financial statements

What is the BaFin finding about?

Specifically, the regulator objects that Zalando, in connection with the acquisition of shares in ABOUT YOU Holding SE from a related party, failed to disclose transparently that one of the then-major ABOUT YOU shareholders was controlled by a Zalando supervisory board member. "Die dazu erforderlichen Angaben hätten jedoch im Anhang des Konzernabschlusses gefehlt, so die Bafin." The legal basis for the announcement is Section 109 (2) of the WpHG (German Securities Trading Act); the authority also refers to Section 16 Subsection 1 of the Securities Trading Act.

Zalando had acquired shares in the taken-over About You Holding from a related party for just under 252 million euros, BaFin further explained. Zalando confirmed that the disclosures were missing. The DAX-listed company simultaneously characterized the oversight as insignificant: "Hierbei handele es sich um einen rein formalen und materiell unwesentlichen Aspekt des Konzernanhangs", a statement published by the DAX group on Tuesday said.

Zalando's reaction

From Zalando's perspective, the information was also publicly available elsewhere. "Alle relevanten Informationen bezüglich des Erwerbs der About-You-Anteile seien im Rahmen des öffentlichen Übernahmeangebots vollständig öffentlich zugänglich gewesen", the company stated. ABOUT YOU Holding SE was the target of a public takeover offer by Zalando, which had taken over the online fashion retailer; the affected shares were acquired as part of that process.

Zalando also pointed out that BaFin had not imposed a fine. "Ein Bußgeld sei von der Bafin nicht verhängt worden, so der Konzern." The company likewise sees no economic consequences: "Die Feststellung habe keine Auswirkungen auf die finanziellen Kennzahlen, die Vermögenslage oder das Geschäft von Zalando."

Timeline and legal basis

BaFin had already initiated its review on June 26. Die Bafin habe bei Zalando am 26. Juni eine Prüfung des Konzernabschlusses und des zugehörigen Lageberichts eingeleitet, it said. The authority's jurisdiction arises from the WpHG: BaFin has been solely responsible for monitoring the financial statements of capital market-oriented companies since January 1, 2022. The authority did not provide details on this schedule on Tuesday.

Legally, the current step is based on Section 16 Subsection 1 of the Securities Trading Act, supplemented by Section 109 (2) WpHG. These provisions enable the regulator to publicly announce erroneous accounting documents of capital market-oriented companies and thereby create transparency for the capital market.

Regardless of BaFin's assessment, Zalando says the company's economic situation remains unaffected. The group points to the standalone nature of the finding – meaning the objection as a formal error – and emphasizes that the underlying business figures remain untouched. It therefore remains unclear whether the notes will be subsequently corrected or supplemented; an obligation to publish a corrected set of financial statements does not arise directly from BaFin's notice.

Related news items

The report was distributed via the dpa news channel: "Das ist eine Nachricht direkt aus dem dpa-Newskanal." Dow Jones Newswires published the report on July 21, 2026 at 01:34 ET (05:34 GMT); the original briefing note also made clear that "Dieses Briefing kann Meldungselemente enthalten, die mit Künstlicher Intelligenz automatisch aus der ursprünglich englischen Version ins Deutsche übersetzt wurden. Die englischsprachige Version sollte als die maßgebliche Fassung betrachtet werden."

Beyond the immediate Zalando details, the news block contains context on other capital market topics that are only briefly outlined here: Hamburger Hafen und Logistik AG lowered its EBIT forecast for the Hafenlogistik subgroup to 135 to 155 million euros, down from a previous 160 to 180 million euros; Fitch, meanwhile, affirmed its long-term rating of A- with a stable outlook. Bio-Gate resolved a capital increase from authorized capital of up to 407,747.00 euros to up to 2,446,485.00 euros at an issue price of 2.80 euros per share, which excludes subscription rights for existing shareholders and is expected to generate gross proceeds of around 1.1 million euros. Samsung Electronics announced plans to build a robotics division, and Steico reported first-half revenue of 200.3 million euros with EBITDA declining 22.1 percent to 29.0 million euros.

Significance for the capital market

It is a rare signal to the market when BaFin publicly identifies errors in a DAX group's consolidated financial statements. As early as 2022, the authority had taken over responsibility for financial statement supervision; since then, it has regularly reviewed the annual reports of capital market-oriented companies but issues a public error finding only in justified cases. The current notice fits into this practice, without Zalando – as of Tuesday – facing a fine or a correction of its figures.

Market participants are likely to read the news primarily as a signal of the regulator's heightened sensitivity toward related-party transactions. Even though Zalando classifies the missing notes disclosures as "rein formal", the publication shows that BaFin attaches high priority to the question of whose influence stands behind a transaction. This in turn increases the expectation pressure on future acquisitions and ownership structures.

With its position in the European online fashion market and its DAX listing, Zalando is among the most prominent recipients of such regulatory steps. Should BaFin publish further details or require a subsequent filing, additional announcements can be expected. Until then, the company's assessment stands: neither penalties nor operational consequences are threatened.

Overall, from Zalando's perspective, the matter remains manageable: a formal error in the notes, no material impact on business figures, no fine. For the capital market, however, the notice is relevant – as evidence that BaFin is actively exercising its mandate for financial statement supervision, expanded in 2022, and publicly discloses violations of disclosure obligations even against large listed companies.