German Tech Holding GmbH & Co. KGaA: GTH signs term sheet for an investment in Zirnostics GmbH and secures comprehensive investor rights

Frankfurt am Main (pta027/13.10.2026/17:05 UTC+2)

German Tech Holding signs term sheet for an investment in Zirnostics GmbH and secures comprehensive investor rights

• Investment opportunity secured until 30 November 2026
• Exclusive subscription right on a further 5 %, right of first refusal, liquidation preference, anti-dilution protection, drag-along and tag-along as well as vesting of the founders
• GTH intends to participate in future financing rounds of Zirnostics as well and to assume a lead investor role
• Zirconium-89-labelled PSMA tracer with an up to 100-fold higher tumour-to-background contrast in PSMA-PET/CT
• Subscription price range of the public offer for the subscription of treasury shares below the balance-sheet equity and the estimated NAV per share

Frankfurt/Main, 13 October 2026 – German Tech Holding (GTH) today signed a term sheet for the acquisition of an investment in Zirnostics GmbH. It has thereby secured the investment opportunity in Zirnostics GmbH published on 7 October 2026 until 30 November 2026 (https://germantechholding.com/index.php/press-release-7-october-2026/). The acquisition of the investment is to be effected by subscribing to a planned cash capital increase of Zirnostics.

Comprehensive investor rights of German Tech Holding

The conditions agreed for the acquisition of the investment grant GTH, as the initial seed VC investor, minority shareholder protection rights customary in the market as well as further, individually agreed rights. These comprise in particular an exclusive subscription right on a further 5 % of the shares, insofar as such shares are issued by Zirnostics until the end of 2027, a right of first refusal on shares held by the co-shareholders, a 1x non non-participating liquidation preference, anti-dilution protection for future financing rounds as well as drag-along and tag-along provisions. Furthermore, the founders are subject to so-called vesting, a pro-rata-temporis obligation to return shares in the event that they discontinue their involvement within a period of 48 months.

For GTH, the exclusive subscription right is of particular importance. It gives GTH the opportunity to keep its stake in Zirnostics constant in future financing rounds or to deliberately expand it instead of being diluted. On the basis of its seed investment, GTH intends to assume the role of a lead investor going forward and to participate in further financing rounds of Zirnostics as well.

Scientific basis and medical benefit

As reported by press release of 7 October 2026, Zirnostics GmbH has developed a zirconium-89-labelled tracer for PSMA positron emission tomography imaging combined with computed tomography (PET/CT) of prostate carcinomas. Unlike legacy PET tracers, zirconium-89 permits image acquisition several days after injection. This enables an up to 100-fold higher tumour-to-background contrast and thus a considerably more precise detection than with legacy tracers.

As a result, even small or previously hard-to-detect tumour foci and metastases can be made visible and additional disease foci identified that are not discernible in legacy PSMA-PET/CT. This is naturally just as relevant for the choice of the primary therapy following initial diagnosis as for the choice of the secondary therapy in relapse patients with so-called biochemical recurrence. The method has been in clinical use for several years. According to Zirnostics, the radiopharmaceutical is not more expensive to produce than legacy PSMA tracers and, owing to its considerably longer half-life, offers advantages in distribution logistics. A FDA and EMA approval under pharmaceutical law is not yet in place. It requires the successful completion of clinical trials, the prompt conduct of which Zirnostics has set as its objective.

Attractive market environment

The global market for PSMA-PET/CT imaging is estimated in an external market study at a volume of around 2 billion US dollars for the year 2030. Prostate cancer is the second most common cancer among men worldwide. The International Agency for Research on Cancer (IARC) of the World Health Organization reports around 1.5 million new cases of prostate cancer worldwide for the year 2024. The global market for prostate cancer diagnostics is expected to grow from 8.6 billion US dollars in 2023 to 13.2 billion US dollars in 2030 according to Grand View Research. The economic order of the magnitude that PSMA-based imaging alone can reach is illustrated by the leading PSMA tracer in the USA: it generated net sales of more than 1 billion US dollars in 2024 and was thus the first radiodiagnostic to exceed this threshold.

In the segment of novel radiopharmaceutical diagnostics for prostate cancer there is a small number of specialized providers that have recorded considerable valuation increases in recent years. On the basis of the described properties of its zirconium-89-labelled tracer, Zirnostics considers itself well positioned to enter the market following receipt of a FDA and EMA approval and to compete with the providers of legacy tracers.

Going forward, Christian Orquera, Senior Analyst at First Berlin Equity Research GmbH specializing in biotech companies, will cover GTH and will prepare a comprehensive initiation report on GTH in the coming weeks. In advance, he will present an initial assessment of Zirnostics as GTH's investment target shortly.

Financing of the acquisition of the investment

The acquisition of the investment is to be financed from the proceeds of the public offer for the subscription of treasury shares announced on 9 October 2026 (https://germantechholding.com/index.php/press-release-9-october-2026/). The subscription period runs from 13 to 27 October 2026. The final subscription price will be published on 20 October 2026 by way of an ad hoc announcement. Details on the offer, on the subscription ratio and on the allocation procedure are set out in the announcement of 9 October 2026 as well as in the information document pursuant to Annex IX of Regulation (EU) 2017/1129 published on 12 October 2026.

The subscription price range of the public offer for the subscription of treasury shares lies below the balance-sheet equity and the estimated NAV per share including non-capitalized assets. As an annex to this press release, we provide a catalogue of questions and answers (Q&A) regarding questions of shareholders in connection with the subscription offer.

In the event that the final subscription price is set at the lower end of the subscription price range, the shareholder GG Beteiligungen UG has already undertaken in advance to acquire all shares not subscribed for by shareholders of GTH. The success of the placement is thus secured by a backstop commitment. Christoph Gerlinger holds an indirect interest of just under 50 % in GG Beteiligungen UG.

Assessment by Christoph Gerlinger, CEO and founder of GTH

"With the term sheet we have secured a good position that goes beyond a mere financial investment in the highly promising Zirnostics. The exclusive subscription right and the anti-dilution protection give us the opportunity to accompany and expand our intended investment over several financing rounds. Our objective is to help shape the development of Zirnostics over the long term."

INVESTOR Q&A

Investment opportunity in Zirnostics, product and status, financing, public subscription offer and share purchase application at a glance

German Tech Holding has secured the investment opportunity in Zirnostics GmbH published on 7 October 2026 until 30 November 2026. The acquisition of the investment is to be effected by subscribing to a planned cash capital increase of Zirnostics. The investment itself has not yet been completed.

The conditions agreed for the acquisition of the investment go beyond a mere financial investment. They comprise in particular an exclusive subscription right on a further 5 % of the shares, insofar as such shares are issued by Zirnostics until the end of 2027, a right of first refusal and anti-dilution protection. GTH thereby obtains the opportunity to maintain its stake in future financing rounds or to expand it in a targeted manner.

Zirnostics has developed a zirconium-89-labelled tracer for PSMA-PET/CT imaging of prostate cancer. Zirconium-89 permits image acquisition several days after injection. This makes it possible to achieve an up to 100-fold higher tumour-to-background contrast than with legacy tracers. The method has been in clinical use for several years. A FDA and EMA approval under pharmaceutical law is not yet in place and requires successful clinical trials, the prompt conduct of which Zirnostics has set as its objective.

The acquisition of the investment is to be financed from the proceeds of GTH's ongoing public offer of treasury shares. The following questions and answers explain the investment opportunity, the envisaged package of rights and the effects of subscription, non-subscription and oversubscription.

1. Investment opportunity in Zirnostics

What has GTH secured?

GTH has secured the opportunity to acquire an investment in Zirnostics until 30 November 2026. The acquisition of the investment is to be effected via a planned cash capital increase of Zirnostics.

Has the investment already been completed?

No. The investment opportunity is secured initially until 30 November 2026. The investment itself has not yet been completed, but is planned for November 2026.

Which rights are envisaged for GTH?

The term sheet grants GTH, as the envisaged initial seed VC investor, minority protection rights customary in the market as well as further, individually agreed rights. These comprise an exclusive subscription right on a further 5 % of the shares, insofar as such shares are issued by Zirnostics until the end of 2027, a right of first refusal on shares held by the co-shareholders, a 1x non-participating liquidation preference, anti-dilution protection for future financing rounds as well as drag-along and tag-along provisions.

The right of first refusal gives GTH the opportunity to acquire shares offered for sale by co-shareholders with priority on the terms agreed with a third party.

The 1x non-participating liquidation preference means that, in the event of a sale or liquidation of Zirnostics, GTH generally receives the amount invested by it with priority. Proceeds in excess thereof are distributed in accordance with the shareholding quotas, offsetting that amount.

The anti-dilution protection secures GTH's economic position if Zirnostics issues further new shares in a later financing round, by granting GTH the right to subscribe with priority on the terms agreed with a third party.

The drag-along provision enables the majority shareholders to oblige the remaining shareholders, in the event of a sale of the company, to sell their shares along on the same terms, in order to also enable exits in which the acquirer makes the acquisition of all shares a precondition. Conversely, the tag-along provision gives the minority shareholders the right to join a sale of shares by other shareholders on the same terms.

The founders are subject to so-called vesting over a period of 48 months: should they discontinue their involvement prematurely, 1/48 of their shares reverts to Zirnostics per "shortfall month", to the extent not yet definitively vested in them at that point in time. GTH is thereby protected against, or economically compensated for, a discontinuation of their involvement over a period of 48 months.

What is the significance of the subscription right?

For GTH, the exclusive subscription right and the anti-dilution protection are of particular importance. These give it the opportunity to keep its stake in Zirnostics constant in future financing rounds or to deliberately expand it instead being diluted. On the basis of its seed investment, GTH intends to assume the role of a lead investor going forward and to participate in further financing rounds of Zirnostics as well.

How did the investment opportunity come about?

The exclusive investment opportunity in Zirnostics was sourced by Christoph Gerlinger, CEO and founder of GTH, on the basis of long-standing personal contacts with its initiator and main founder. Christoph Gerlinger has at the same time assumed a managing director role in Zirnostics GmbH.

How is the valuation of Zirnostics to be assessed?

The parties have agreed to maintain confidentiality regarding the precise valuation of Zirnostics. It lies in the upper single-digit million range and thus, in GTH's assessment, within the customary range for start-ups that have already developed a disruptive product for a large market with corresponding revenue opportunities. In view of the concrete prospects for value appreciation of Zirnostics on its path to becoming a provider of a superior agent for prostate cancer diagnostics, GTH considers it attractive.

Is there a conflict of interest for Christoph Gerlinger as shareholder and managing director of both GTH and Zirnostics?

Yes. Such a conflict of interest inevitably exists as a result of the constellation. One question that could play a role here is whether Christoph Gerlinger's indirect stake in GTH will, following completion of this public offer, continue to be lower than his indirect stake in the newly founded Zirnostics. This depends on the extent to which offer shares of GTH are allocated to him and his vehicles in the course of the placement.

In order to eliminate or at least mitigate the conflict of interest, Gerlinger & Partner GmbH, which is owned by Christoph Gerlinger, has granted GTH a put option. Accordingly, GTH, represented by its Supervisory Board, has the right to sell to Gerlinger & Partner GmbH, until the end of 2027 and at acquisition cost, that percentage part of its intended stake in Zirnostics which corresponds to the percentage stake of Gerlinger & Partner GmbH in Zirnostics. As a result, even in the event that Christoph Gerlinger's indirect stake in Zirnostics is higher than in GTH, he would have no incentive, in the planned entry into the investment in Zirnostics by GTH, to give greater weight to the interests of Zirnostics than to those of GTH.

2. Product and status

What is Zirnostics developing?

Zirnostics is developing a zirconium-89-labelled tracer for PSMA-PET imaging by means of PET/CT in prostate cancer.

What is the difference compared with legacy tracers?

With the zirconium-89-labelled tracer, images can still be acquired several days after injection. This achieves an up to 100-fold higher tumour-to-background contrast, so that tumour tissue can be delineated considerably more precisely from the background. Even small or hard-to-detect tumour foci and metastases thus become visible.

Is the product approved?

No. Although the method has been in clinical use for several years, it does not yet hold a FDA and EMA approval under pharmaceutical law. This requires successful clinical trials, the prompt conduct of which Zirnostics has set as its objective.

How far advanced are the competitors?

In the segment of novel radiopharmaceutical diagnostics of prostate cancer, several specialized providers, including Telix Pharmaceuticals and Clarity Pharmaceuticals, have recorded considerable valuation increases in recent years and reached high absolute valuations. They are at a considerably more advanced stage of development than Zirnostics, Clarity in the so-called clinical trial phase and Telix already in possession of FDA and EMA approvals and in operational distribution. Telix is thus several years ahead of Zirnostics and Clarity presumably around three years ahead. On the basis of the described properties of its zirconium-89-labelled tracer, Zirnostics considers itself very well equipped for a market entry possible in an estimated three to four years.

3. Financing

How is the acquisition of the investment by GTH to be financed?

The acquisition of the investment is to be financed from the proceeds of the public offer for the subscription of treasury shares announced on 9 October 2026. The subscription period runs from 13 October 2026 to 27 October 2026. The final subscription price will be published on 20 October 2026 by way of an ad hoc announcement. Details on the offer, on the subscription ratio and on the allocation procedure are set out in the announcement of 9 October 2026 as well as in the information document pursuant to Annex IX of Regulation (EU) 2017/1129 published on 12 October 2026.

Is the financing secured?

Yes. In the event that the final subscription price is set at the lower end of the subscription price range, GG Beteiligungen UG has already undertaken in advance to acquire all shares not subscribed for by shareholders of GTH. The success of the placement is thus already secured by a backstop commitment. Christoph Gerlinger holds an indirect interest of just under 50 % in GG Beteiligungen UG.

4. Public subscription offer

How many treasury shares will be sold?

That depends on the demand for the acquisition of treasury shares on the part of the shareholders. The Company has a capital requirement of a good 2 million euros. Insofar as this can be covered at a higher subscription price, by the sale of a smaller number of shares than the 34.2 million shares publicly offered, the Company intends to accept purchase applications only to an extent that covers its capital requirement.

How is the subscription price range to be assessed economically?

The balance-sheet equity of GTH amounted to 11.8 million euros, or 1.03 euros per outstanding share, as at 31 December 2025. As at 30 September 2026, GTH's management estimates it at around 0.93 euros. The management estimated the Net Asset Value (NAV) including non-capitalized assets at a minimum of 1.50 euros per share as at the same reporting date. At 0.07 to 0.21 euros per share, the subscription price range of the ongoing offer lies below both values. At the same time, the placement of up to 34.2 million treasury shares increases the number of outstanding shares from 11.4 million to up to 45.6 million. For the estimated NAV and the balance-sheet equity per share following completion of the placement, this results – all other things being equal – in the following picture:

The subscription price thus lies below the estimated NAV per share after the placement in all three scenarios.

What does full subscription at a ratio of 1:3 mean?

Shareholders who take up the subscription offer in full at a ratio of 1:3 hold at least the same percentage stake in GTH after the placement as before. The estimated absolute NAV amount notionally attributable to their shares increases by the price to be paid for the shares subscribed. The total amount is then spread over the increased number of shares. This applies equally to every subscription price within the range. Shareholders who take up the offer in full thereby notionally preserve their economic position and participate, notionally unchanged relative to their previous stake, in the opportunities of GTH in connection with the intended investment in Zirnostics.

What happens in the event of non-subscription?

Shareholders who do not take up the offer, or take it up only in part, do not participate in the increase in the number of shares to the same extent. Their percentage stake in GTH decreases because the total number of outstanding shares rises while their own holding remains unchanged. In the event of non-subscription, their stake in GTH may decrease to as little as around one quarter of their previous stake. At the same time, the estimated NAV per share notionally attributable to their shares falls from a minimum of 1.50 euros to as low as the value stated in the table above for the respective placement scenario. Shareholders who do not take up the offer participate, compared with their previous stake, only to a reduced extent in the opportunities of GTH in connection with the intended investment in Zirnostics.

What does oversubscription mean?

Shareholders may apply for the acquisition of further shares at the same subscription price beyond the subscription quota of 1:3 (oversubscription). If these additional shares are allocated, their stake in GTH increases. Shareholders who apply for and are allocated an oversubscription participate, compared with their previous stake, to an increased extent in the opportunities of GTH in connection with the intended investment in Zirnostics.

Since the subscription price lies below the estimated NAV and the balance-sheet equity per share after the placement across the entire range, shares acquired by way of oversubscription are likewise acquired below the estimated NAV and the balance-sheet equity per share after the placement. An allocation of the additionally applied-for share acquisition (oversubscription) is not guaranteed. In notional terms, the following picture results per additionally subscribed share:

What is the effect of an oversubscription in a calculation example?

The following example assumes a shareholder with 10,000 shares who exercises the subscription at a ratio of 1:3 in full and acquires further shares by way of oversubscription:

Is the difference between the subscription price and the NAV a certain gain?

No. The NAV per share is based on an estimate by the management and is not a balance-sheet or audited figure. The GTH share has consistently traded considerably below the estimated NAV (and the balance-sheet equity) per share in the past. The difference stated between the subscription price and the estimated NAV per share does not embody any gains realizable through a purchase of shares and does not permit any prediction of future stock market prices of the GTH share. All calculations are based on the assumption that all other things remain equal and on the placement volumes respectively applied.

5. Share purchase application

Where is the share purchase application form available

The share purchase application form is available for download on the website of GTH at https://germantechholding.com/index.php/for-shareholders/the-share/#post19863.

How are subscription and oversubscription stated therein?

In order to protect themselves against a dilution of their shareholding, shareholders may select Option A in the share purchase application and enter there at least the number of shares corresponding to three times their shareholding. Under Option B they may, alternatively or additionally, enter a share acquisition or oversubscription request with a price limit. Its fulfilment by GTH is, however, not secured.

Important notice

The information document pursuant to Annex IX of Regulation (EU) 2017/1129 and the share purchase application are exclusively authoritative for the public offer. This Q&A constitutes neither investment advice nor an investment recommendation.

This Q&A contains forward-looking statements based on current assessments of the management. Such statements are subject to risks and uncertainties, in particular with regard to the completion of the investment transaction, the course of clinical trials, the granting of FDA and EMA approvals under pharmaceutical law and market developments. Actual developments may therefore differ materially. This announcement constitutes neither an offer to purchase or subscribe for securities nor investment advice or an investment recommendation.

About German Tech Holding

German Tech Holding (GTH) is a holding company founded in 2012 and based in Frankfurt am Main. GTH traded under the name The Payments Group Holding until 19.08.2026.

During its active years as a leading German venture capital provider under the name German Startups Group, GTH held stakes with great success in, among others, Chrono24, Delivery Hero, Fiagon, MisterSpex, Remerge and Scalable Capital. To this day it holds investments including AuctionTech, SoundCloud and Thinksurance. Through its SaaS-based white-label solution PropNow for digital bidding and offer processes in the real estate market, AuctionTech is the European market leader.

GTH pursues opportunities in the fields of artificial intelligence and biotech. Cognicare AI, a spin-off from GTH's investment in the company builder Softmax AI, addresses the structurally growing market for senior care facilities with highly sought-after AI applications. Softmax AI plans several further spin-offs over the next twelve months for various product families already at an advanced stage of development for dedicated customer groups.

In addition, GTH is working on the realization of its receivables from SGT Capital Group in the amount of 6.1 million euros.

Further information: germantechholding.com

Securities ID number A1MMEV

ISIN DE000A1MMEV4

Symbol GTH

Investor Relations Contact

Rosenberg Strategic Communications
Mario Groß
m.gross@rosenbergsc.com

Disclaimer

This publication is advertising. It constitutes neither an offer to sell nor a solicitation to purchase or subscribe for securities in any jurisdiction, in particular not in the United States of America. An investment decision may be made exclusively on the basis of the information document prepared by the issuer pursuant to Article 1 (4) subpara. 1 lit. db) of the Prospectus Regulation and in accordance with the requirements set out in Annex IX of the Prospectus Regulation, which is published at http://www.germantechholding.com under the heading "For Shareholders" (https://germantechholding.com/index.php/for-shareholders/the-share/) and has been filed with the Federal Financial Supervisory Authority ("BaFin"). BaFin, as the competent national authority, has neither reviewed nor approved this document. Potential investors should read the information document before making an investment decision in order to fully understand the potential risks and opportunities of the decision to invest in the securities.

This publication is not intended, either directly or indirectly, for distribution or dissemination into or within the United States of America (including its territories and possessions, any state of the United States or the District of Columbia) or to publications with a general circulation in the United States of America. The securities are not and will not be registered under the provisions of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may be sold or offered for purchase in the United States of America only with prior registration under the provisions of the Securities Act as currently in force or, without prior registration, only on the basis of an exemption. The issuer does not intend to register the offer of securities in whole or in part in the United States of America or to conduct a public offering in the United States of America.

Outside Germany, this publication is directed only at, and is intended exclusively for, those persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors"). In addition, in the United Kingdom this publication is distributed only to, and is directed only at, those qualified investors (i) who have professional experience in matters relating to investments within the meaning of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth companies within the meaning of Article 49(2)(a) to (d) of the Order, or (iii) who are other persons to whom this publication may lawfully be communicated.

This publication is not an offer to purchase securities in Canada, Japan or Australia.

Forward-looking statements

This announcement contains forward-looking statements based on current assessments of the management. Such statements are subject to risks and uncertainties, in particular with regard to the completion of the investment transaction, the course of clinical trials, the granting of FDA and EMA approvals under pharmaceutical law and market developments. Actual developments may therefore differ materially. This announcement constitutes neither an offer to purchase or subscribe for securities nor investment advice or an investment recommendation. The information document pursuant to Annex IX of Regulation (EU) 2017/1129 and the share purchase application are solely authoritative for the public offer.

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Emitter:	German Tech Holding GmbH & Co. KGaA Humboldtstraße 60B 60318 Frankfurt am Main Germany
Contact Person:	Investor Relations
Phone:	+49 69 348690520
E-Mail:	ir@germantechholding.com
Website:	germantechholding.com
ISIN(s):	DE000A1MMEV4 (Share)
Stock Exchange(s):	Free Market in Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate BSX