Cognor 2025: PLN 121.9 m loss and a PLN 300 m rescue equity issuance - betting on the new LSM mill in Siemianowice (450 k tonnes/year) and special steel for defence

Cognor 2025: PLN 121.9 m loss and a PLN 300 m rescue equity issuance - betting on the LSM mill in Siemianowice and special steel for defence

Cognor Holding S.A. - headquartered at ul. Zielona 26 in Poraj (postcode 42-360, Śląskie voivodeship), registered in the KRS under number 0000071799 - closed 2025 with a net loss of PLN 121.9 m versus PLN 356.7 m a year earlier (an improvement of about 66%). Consolidated net revenue: PLN 6.3 bn (vs PLN 7.1 bn in 2024). Despite a clear improvement, the loss remains structurally significant and requires further balance-sheet repair - which is reflected in the rescue equity issuance completed in November 2025: the company raised PLN 300 m gross at PLN 5 per share (about 25% below the market price). Share count rose from 171.4 m to 231.4 m, and equity grew from PLN 948.1 m to PLN 1,177.4 m.

The strategic deployment of the issuance proceeds is two-pronged. Part of the capital goes to completing and starting up the new LSM (Light Section Mill) rolling mill in Siemianowice Śląskie, with capacity of 450 k tonnes/year of light profiles, bars and hot-rolled sections - primarily export-oriented. The remainder finances special-steel development at the HSJ Stalowa Wola (high-quality steel) and Ferrostal Gliwice plants, with a particular focus on defence orders (rising NATO modernisation budgets).

The second macro-catalyst is the entry into force of CBAM (Carbon Border Adjustment Mechanism) and the tightening of EU steel safeguard quotas from 1 January 2026. Both mechanisms are designed to structurally limit cheaper imports from outside the EU (China, Türkiye, Russia via third countries) reaching the European market, which should support EU-produced steel prices. Noble Securities forecasts for 2026 a return to profit of around PLN 65 m net for Cognor and a multi-fold higher EBITDA YoY - but this is an analyst forecast, not realised earnings; its materialisation depends on market demand, the on-time start-up of the LSM mill and sustained defence contracts.

Cognor Holding

PORAJ · KRS 0000071799 · SPÓŁKA AKCYJNA

Revenue

0 PLN

Poraj, ul. Zielona 26: 4-member board, Sztuczkowski control of 55.94% via 4Workers, five production sites

The address ul. Zielona 26, 42-360 Poraj places Cognor's seat in the Poraj municipality of the Myszków district in Silesia - a small administrative centre but in the heart of Silesia's metallurgy-and-steel cluster. The company has operated in its current corporate form (Cognor Holding S.A., KRS 0000071799) since 17 December 2001 and has been listed on the Warsaw Stock Exchange since 1999. It belongs to the sWIG80.

Governance: a four-member management board (CEO, vice-president, two board members). Cap table: 4Workers sp. z o.o. (controlled by Przemysław Sztuczkowski) holds 55.94% of capital and voting rights (129,463,583 shares after the November 2025 issuance); the remaining 44.06% is free float, including pension and investment funds. Sztuczkowski has remained the strategic founder-shareholder for two decades, making Cognor a family-controlled company despite the formal listing.

Under Polish PKD codes the principal activity is 70.10.Z (head-office activities), matching the holding structure. Actual production is spread across five Polish sites:

• HSJ Cognor (Stalowa Wola) - quality steel, long metallurgical products.
• Ferrostal Gliwice - special steel, profiles.
• Złomrex - scrap collection and processing (input material).
• Polskie Walcownie - rolling of metallurgical products.
• Cognor Blachy Dachowe (Kraków) - cut products for construction.

The company has a registered electronic-delivery address (AE:PL-42844-94196-EVRDB-31), the e-mail cognor@cognor.eu and the website cognor.eu.

Polish steel sector on the WSE: Cognor as the only large vertically-integrated long-products producer

The Polish steel sector listed on the Warsaw exchange has a specific structure in 2026:

• Stalprodukt (Bochnia, mWIG40) - niche producer of grain-oriented electrical steel, with transformer-market exposure; product profile different from Cognor.
• Cognor Holding (Poraj, sWIG80) - full value chain: scrap → steel → rolling → long and special products. Vertically integrated.
• JSW (Jastrzębska Spółka Węglowa) (Jastrzębie-Zdrój, mWIG40) - coke-making (input for steelmaking), not a steel producer.
• Boryszew (mWIG40) - chemicals + metallurgy + automotive; sector neighbour.
• Bumech (Katowice, sWIG80) - pivoting from mining toward defence; competition for defence orders.
• ArcelorMittal Poland - unlisted, globally controlled.
• CMC Poland (Stalowa Wola) - unlisted.

Three structural features of the Cognor model that explain the 2025 challenges and the 2026 strategy:

• High HRC steel-price cyclicality - the EU steel segment in 2024–2025 suffered from overproduction in China and Türkiye and falling demand (automotive, construction, white goods). Cognor's loss is typical for the sector - Germany's Salzgitter, Austria's Voestalpine and Ukraine's Metinvest also reported losses in 2024–2025. CBAM from 1 January 2026 is intended as a structural remedy, but the price effect in the first year is uncertain.
• Vertical integration as an operating moat - Cognor controls the entire chain: scrap collection (Złomrex) → smelting (HSJ, Ferrostal) → rolling (Polskie Walcownie, LSM) → end products (sheets, long profiles, special steel). That allows flexible margin management across the price cycle and limits exposure to single suppliers. International competitors (ArcelorMittal, Salzgitter) are even more integrated, but Cognor is one of the most integrated Polish producers.
• Defence exposure as a new growth direction - using HSJ Stalowa Wola for special-steel production for the army (MON digital transformation, PGZ modernisation, NATO contracts) is a strategic direction for 2026–2030. Defence margins are higher than mass-market construction, but volumes are smaller - it complements rather than replaces the mass-market segment.

Implication for the investment profile: post-issuance dilution, no dividend, key LSM mill 2026

The interpretation is speculative - the conclusions below are scenarios, not certainties:

“The Polish market will be too shallow for us to absorb the entire output. This rolling mill will be strongly export-oriented.”

Three possible consequences of the 2025 results cycle for Cognor's investment profile in 2026:

• The PLN 300 m issuance dilutes existing shareholders but stabilises the balance sheet - a 35% increase in share count (from 171.4 m to 231.4 m) at a 25% issue-price discount means existing shareholders lost a significant share of their proportional control and value. Positive: equity rose 24% to PLN 1,177.4 m, reducing bankruptcy risk and providing liquidity for the LSM start-up. Investors must accept that dilution as a restructuring cost.
• Return to profit in 2026 = an analyst scenario, not a certainty - the Noble Securities forecast of around PLN 65 m of net profit rests on three assumptions: (a) on-time start-up of the LSM mill in H2 2026, (b) materialisation of CBAM effects from 1 January 2026, (c) sustained defence contracts at HSJ Stalowa Wola. Each assumption may fail; in case of delays, a 2026 loss could be PLN 50–100 m.
• No dividend across the multi-year cycle - accumulated 2024–2025 losses preclude dividends for the next 2–3 years. Investors seeking a dividend steel sector should pick Stalprodukt (mWIG40 with a regular dividend), not Cognor.

Main company-specific risks across the 2026–2027 cycle:

• LSM mill start-up in 2026 - start-up delays may affect profit timing; the export-oriented profile increases currency exposure.
• HRC and long-products price cycle - dependence on the global steel market; price falls may neutralise the CBAM effect.
• Sztuczkowski control (55.94%) - low free-float liquidity; strategic decisions depend on a single shareholder.
• Accumulated losses excluding dividends - require 2–3 years of profit before any payout.
• Defence competition from Bumech and other Polish players - all are competing for the same growing defence-spending pie.

What you'll find in the Cognor Holding S.A. profile

The Cognor Holding S.A. profile in our database carries the full picture of the company: composition of the four-member management board, the KRS registration history from 17 December 2001, the registered address at ul. Zielona 26 in Poraj, e-delivery status (AE:PL-42844-94196-EVRDB-31), the website cognor.eu, the e-mail cognor@cognor.eu, and the assigned PKD code 70.10.Z (head-office activities). The profile is also available in English - important for international industrial / steel-fund investors, since Cognor is the only Polish sWIG80 vertically-integrated long-steel producer with defence exposure and a new LSM mill of 450 k tonnes/year capacity.

This material is informational and does not constitute investment advice.

Data: Polish KRS Court Register (KRS 0000071799); Cognor Holding S.A. - current report on 2025 results (April 2026); Investing.com / ISBnews - Cognor 2025 financial results; Stockwatch - analysis of November 2025 share issuance and Noble Securities forecast; WNP - Przemysław Sztuczkowski commentary on the LSM Siemianowice mill; Cognor IR - shareholder structure after the November issuance; PKD 70.10.Z classification (head-office activities); company history - incorporated 17 December 2001 as S.A., WSE IPO 1999, as of 2026-05-02.