UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-40401

Oatly Group AB

(Translation of registrant’s name into English)

Ångfärjekajen 8

211 19 Malmö

Sweden

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration statements on Form S-8, as amended (File Number 333-256316) and Form F-3, as amended (File Number 333-286101) of the Company (including any prospectuses forming a part of such registration statements), hereby amending them, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Oatly Group AB

Interim condensed consolidated financial statements

For the three and nine months ended September 30, 2025

Table of contents


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Interim condensed consolidated statement of operations	1
Interim condensed consolidated statement of comprehensive loss	2
Interim condensed consolidated statement of financial position	3
Interim condensed consolidated statement of changes in equity	4
Interim condensed consolidated statement of cash flows	6
Notes to the interim condensed consolidated financial statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	42
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	42
Item 1A. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	46
Signatures	47

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Interim condensed consolidated statement of operations


(Unaudited)		Three months ended September 30,						Nine months ended September 30,
(in thousands of U.S. dollars, except share and per share and ADS data)	Note	2025			2024			2025			2024
Revenue	5		222,796			208,000			628,680			609,350
Cost of goods sold			(156,449	)		(145,979	)		(432,378	)		(434,475	)
Gross profit			66,347			62,021			196,302			174,875
Research and development expenses			(4,524	)		(10,867	)		(13,520	)		(26,407	)
Selling, general and administrative expenses			(75,146	)		(79,743	)		(236,755	)		(242,746	)
Other operating income and (expenses), net			(3,601	)		(368	)		(3,658	)		(2,171	)
Operating loss			(16,924	)		(28,957	)		(57,631	)		(96,449	)
Finance income and (expenses), net	7		(47,557	)		(4,284	)		(70,062	)		(11,272	)
Loss before tax			(64,481	)		(33,241	)		(127,693	)		(107,721	)
Income tax expense	8		(923	)		(1,389	)		(6,188	)		(3,194	)
Loss for the period			(65,404	)		(34,630	)		(133,881	)		(110,915	)
Attributable to:
Shareholders of the parent			(65,287	)		(34,560	)		(133,628	)		(110,743	)
Non-controlling interests			(117	)		(70	)		(253	)		(172	)
Loss per share, attributable to shareholders of the parent:
Basic and diluted	24		(0.11	)		(0.06	)		(0.22	)		(0.19	)
Loss per ADS, attributable to shareholder of the parent (1 ADS representing 20 ordinary shares):
Basic and diluted	24		(2.15	)		(1.16	)		(4.44	)		(3.71	)
Weighted average common shares outstanding:
Basic and diluted	24		606,332,281			597,968,449			602,057,593			596,434,390

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of comprehensive loss


(Unaudited)	Three months ended September 30,						Nine months ended September 30,
(in thousands of U.S. dollars)	2025			2024			2025			2024
Loss for the period		(65,404	)		(34,630	)		(133,881	)		(110,915	)
Other comprehensive (loss)/income:
Items that may be subsequently reclassified to the consolidated statement of operations (net of tax):
Exchange differences from translation of foreign operations		1,733			16,706			53,760			(3,754	)
Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):
Fair value changes on Convertible Notes attributable to changes in credit risk		(16,355	)		—			(16,355	)		—
Total comprehensive (loss)/income for the period		(14,622	)		16,706			37,405			(3,754	)
Total comprehensive loss for the period		(80,026	)		(17,924	)		(96,476	)		(114,669	)
Attributable to:
Shareholders of the parent		(79,918	)		(17,884	)		(96,236	)		(114,511	)
Non-controlling interests		(108	)		(40	)		(240	)		(158	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of financial position


(Unaudited)	Note	September 30, 2025			December 31, 2024
(in thousands of U.S. dollars)
ASSETS
Non-current assets
Intangible assets	9		134,432			116,208
Property, plant and equipment	10		298,939			294,199
Right-of-use assets	11		41,124			45,555
Other non-current receivables	12,13		42,138			44,331
Deferred tax assets	8		4,562			4,561
Total non-current assets			521,195			504,854
Current assets
Inventories	14		63,810			65,602
Trade receivables	15		95,717			103,366
Current tax assets			5,334			6,095
Other current receivables	16		20,410			15,738
Prepaid expenses			14,260			9,402
Cash and cash equivalents	17		58,903			98,923
Total current assets			258,434			299,126
TOTAL ASSETS			779,629			803,980
EQUITY AND LIABILITIES
Equity	18
Share capital			107			106
Treasury shares			(0	)		(0	)
Other contributed capital			1,628,156			1,628,045
Other reserves			(236,768	)		(274,160	)
Accumulated deficit			(1,372,806	)		(1,249,303	)
Equity attributable to shareholders of the parent			18,689			104,688
Non-controlling interests			1,195			1,435
Total equity			19,884			106,123
Liabilities
Non-current liabilities
Lease liabilities	11		27,033			31,724
Liabilities to credit institutions	19		116,312			116,216
Provisions	20		5,962			14,857
Total non-current liabilities			149,307			162,797
Current liabilities
Lease liabilities	11		12,862			13,359
Convertible Notes	13,21		386,783			324,395
Liabilities to credit institutions	19		4,586			5,757
Trade payables			70,862			60,152
Current tax liabilities			730			1,476
Other current liabilities			8,262			7,998
Accrued expenses	22		109,332			103,719
Provisions	20		17,021			18,204
Total current liabilities			610,438			535,060
Total liabilities			759,745			697,857
TOTAL EQUITY AND LIABILITIES			779,629			803,980

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of changes in equity


(Unaudited) (in thousands of U.S. dollars)	Note	Share capital	Treasury shares	Other contributed capital	Other reserves	Accumulated deficit	Equity attributable to shareholders of the parent	Non-controlling interests	Total equity
Balance at December 31, 2024	18	106	(0)	1,628,045	(274,160)	(1,249,303)	104,688	1,435	106,123
Loss for the period		—	—	—	—	(12,430)	(12,430)	(101)	(12,531)
Other comprehensive income		—	—	—	24,695	—	24,695	2	24,697
Total comprehensive income for the period		—	—	—	24,695	(12,430)	12,265	(99)	12,166
Share-based compensation	6	—	—	—	—	3,592	3,592	—	3,592
Balance at March 31, 2025		106	(0)	1,628,045	(249,465)	(1,258,141)	120,545	1,336	121,881
Loss for the period		—	—	—	—	(55,911)	(55,911)	(35)	(55,946)
Other comprehensive income		—	—	—	27,328	—	27,328	2	27,330
Total comprehensive loss for the period		—	—	—	27,328	(55,911)	(28,583)	(33)	(28,616)
Issue of shares		1	(0)	—	—	—	1	—	1
Share-based compensation	6	—	—	—	—	3,453	3,453	—	3,453
Balance at June 30, 2025		107	(0)	1,628,045	(222,137)	(1,310,599)	95,416	1,303	96,719
Loss for the period		—	—	—	—	(65,287)	(65,287)	(117)	(65,404)
Other comprehensive loss		—	—	—	(14,631)	—	(14,631)	9	(14,622)
Total comprehensive loss for the period		—	—	—	(14,631)	(65,287)	(79,918)	(108)	(80,026)
Share-based compensation	6	—	—	—	—	3,080	3,080	—	3,080
Exercise of stock options	6	—	0	111	—	—	111	—	111
Balance at September 30, 2025		107	(0)	1,628,156	(236,768)	(1,372,806)	18,689	1,195	19,884


(Unaudited) (in thousands of U.S. dollars)	Note	Share capital	Treasury shares	Other contributed capital	Other reserves	Accumulated deficit	Equity attributable to shareholders of the parent	Non-controlling interests	Total equity
Balance at December 31, 2023	18	105	(0)	1,628,045	(233,204)	(1,060,952)	333,994	1,787	335,781
Loss for the period		—	—	—	—	(45,799)	(45,799)	(45)	(45,844)
Other comprehensive loss		—	—	—	(19,223)	—	(19,223)	(9)	(19,232)
Total comprehensive loss for the period		—	—	—	(19,223)	(45,799)	(65,022)	(54)	(65,076)
Share-based compensation	6	—	—	—	—	2,615	2,615	—	2,615
Balance at March 31, 2024		105	(0)	1,628,045	(252,427)	(1,104,136)	271,587	1,733	273,320
Loss for the period		—	—	—	—	(30,384)	(30,384)	(57)	(30,441)
Other comprehensive loss		—	—	—	(1,221)	—	(1,221)	(7)	(1,228)
Total comprehensive loss for the period		—	—	—	(1,221)	(30,384)	(31,605)	(64)	(31,669)
Issue of shares		1	(0)	—	—	—	0	—	0
Share-based compensation	6	—	—	—	—	4,179	4,179	—	4,179
Balance at June 30, 2024		106	(0)	1,628,045	(253,648)	(1,130,341)	244,162	1,669	245,831
Loss for the period		—	—	—	—	(34,560)	(34,560)	(70)	(34,630)
Other comprehensive income		—	—	—	16,676	—	16,676	30	16,706
Total comprehensive (loss)/income for the period		—	—	—	16,676	(34,560)	(17,884)	(40)	(17,924)
Share-based compensation	6	—	—	—	—	3,301	3,301	—	3,301
Balance at September 30, 2024		106	(0)	1,628,045	(236,972)	(1,161,600)	229,579	1,629	231,208

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of cash flows


(Unaudited)		Nine months ended September 30,
(in thousands of U.S. dollars)	Note	2025			2024
Operating activities
Net loss			(133,881	)		(110,915	)
Adjustments to reconcile net loss to net cash flows
—Depreciation of property, plant and equipment and right-of-use assets and amortization of intangible assets	9,10,11		35,735			38,034
—Write-downs of inventories	14		5,705			1,558
—Impairment (gain)/loss on trade receivables	15		(21	)		94
—Share-based compensation	6		10,125			10,095
—Movements in provisions	20		(11,902	)		(37,520	)
—Finance (income) and expenses, net	7		70,062			11,272
—Income tax expense	8		6,188			3,194
—Impairment reversal related to discontinued construction of production facilities			—			1,747
—Other			(187	)		1,307
Interest received			1,226			6,791
Interest paid			(17,807	)		(18,767	)
Income tax paid			(2,348	)		(5,325	)
Changes in working capital:
—Increase in inventories	14		(1	)		(15,110	)
—Decrease in trade receivables, other current receivables, prepaid expenses	15,16		10,740			23,164
—Increase/(decrease) in trade payables, other current liabilities, accrued expenses	22		9,007			(13,811	)
Net cash flows used in operating activities			(17,359	)		(104,192	)
Investing activities
Purchase of intangible assets	9		(1,707	)		(1,439	)
Purchase of property, plant and equipment	10		(12,068	)		(27,483	)
Proceeds from sale of property, plant and equipment			374			24,405
Other			415			774
Net cash flows used in investing activities			(12,986	)		(3,743	)
Financing activities
Repayment of liabilities to credit institutions	19		(2,006	)		(2,012	)
Payment of loan transaction costs	7		(1,020	)		(4,965	)
Repayment of lease liabilities	11		(9,369	)		(17,246	)
Proceeds from exercise of warrants	6		111			—
Cash flows used in financing activities			(12,284	)		(24,223	)
Net decrease in cash and cash equivalents			(42,629	)		(132,158	)
Cash and cash equivalents at the beginning of the period			98,923			249,299
Exchange rate differences in cash and cash equivalents			2,609			2,192
Cash and cash equivalents at the end of the period	17		58,903			119,333

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Notes to the interim condensed consolidated financial statements

(unaudited)

(in thousands of U.S. dollars unless otherwise stated)

Note 1. Corporate information

Oatly Group AB (the “Company” or the “parent”) is a public limited company incorporated and domiciled in Sweden. The Company’s registered office is located at Ångfärjekajen 8, Malmö, Sweden.

Oatly Group AB and its subsidiaries (together, the “Group”) manufacture, distribute and sell oat-based products.

Note 2. Summary of accounting policies

The interim condensed consolidated financial statements of Oatly Group AB for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern, and there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period. In forming this judgment the Group has taken into consideration principal conditions, events and assumptions in relation to the Group’s ability to meet its financial covenants and other obligations. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2024, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in thousands of U.S. dollars, unless otherwise stated.

On February 18, 2025, the Company completed a ratio change whereby the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing twenty ordinary shares (the “ADS Ratio Change”). All numbers in these interim condensed consolidated financial statements, including references to price per ADS and a specific number of ADSs, restricted stock units (“RSUs”) or stock options, reflect an ADS to ordinary share ratio of 1:20 (unless the context clearly indicates otherwise).

New and amended standards and interpretations issued but not yet adopted

There are no IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting standards”) that are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions, other than those included in the 2024 Annual Report.

Note 3. Significant accounting judgments, estimates and assessments

In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2024.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectation of future events.

Note 4. Seasonality

To date, we have not experienced pronounced seasonality, but such fluctuations may have been masked by our historical growth and macroeconomic trends, including higher inflation. As the Group continues to grow, including the relative size of our markets, we expect to see additional seasonality effects, especially within the food retail channel, with revenue contribution from this channel tending to be linked with holiday season periods. For example, the Lunar New Year one week celebration occurring in the first quarter of the calendar year has resulted in lower volumes sold in Greater China and the rest of the Asia business compared to the remaining quarterly periods of the year.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

Note 5. Segment information

5.1 Revenue, Adjusted EBITDA and EBITDA


Revenue, Adjusted EBITDA and EBITDA
Three months ended September 30, 2025	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		123,267			62,096			37,433			—			—			222,796
Intersegment revenue		130			—			—			—			(130	)		—
Total segment revenue		123,397			62,096			37,433			—			(130	)		222,796
Adjusted EBITDA		21,876			(1,270	)		1,586			(19,076	)		—			3,116
Share-based compensation expense		(504	)		(318	)		(494	)		(1,764	)		—			(3,080	)
Restructuring costs(1)		(239	)		(298	)		—			(513	)		—			(1,050	)
Strategic review of Greater China business(2)		—			—			(3,533	)		—			—			(3,533	)
Non-controlling interests		—			—			(117	)		—			—			(117	)
EBITDA		21,133			(1,886	)		(2,558	)		(21,353	)		—			(4,664	)
Finance income and (expenses), net		—			—			—			—			—			(47,557	)
Depreciation and amortization		—			—			—			—			—			(12,260	)
Loss before tax		—			—			—			—			—			(64,481	)

Three months ended September 30, 2024	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		109,853			69,073			29,074			—			—			208,000
Intersegment revenue		1,325			—			—			—			(1,325	)		—
Total segment revenue		111,178			69,073			29,074			—			(1,325	)		208,000
Adjusted EBITDA		12,414			3,271			1,622			(22,352	)		—			(5,045	)
Share-based compensation expense		(800	)		(141	)		(411	)		(1,949	)		—			(3,301	)
Restructuring costs(1)		(35	)		(97	)		—			(808	)		—			(940	)
New product launch issue(5)		—			(6,888	)		—			—			—			(6,888	)
Non-controlling interests		—			—			(70	)		—			—			(70	)
EBITDA		11,579			(3,855	)		1,141			(25,109	)		—			(16,244	)
Finance income and (expenses), net		—			—			—			—			—			(4,284	)
Depreciation and amortization		—			—			—			—			—			(12,713	)
Loss before tax		—			—			—			—			—			(33,241	)

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)


Nine months ended September 30, 2025	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		349,125			185,167			94,388			—			—			628,680
Intersegment revenue		1,274			—			—			—			(1,274	)		—
Total segment revenue		350,399			185,167			94,388			—			(1,274	)		628,680
Adjusted EBITDA		61,673			(2,510	)		2,568			(65,909	)		—			(4,178	)
Share-based compensation expense		(1,487	)		(1,004	)		(1,217	)		(6,417	)		—			(10,125	)
Restructuring costs(1)		(710	)		(1,551	)		(42	)		(972	)		—			(3,275	)
Strategic review of Greater China business(2)		—			—			(4,911	)		—			—			(4,911	)
Closure of production facility(3)		846			—			—			—			—			846
Non-controlling interests		—			—			(253	)		—			—			(253	)
EBITDA		60,322			(5,065	)		(3,855	)		(73,298	)		—			(21,896	)
Finance income and (expenses), net		—			—			—			—			—			(70,062	)
Depreciation and amortization		—			—			—			—			—			(35,735	)
Loss before tax		—			—			—			—			—			(127,693	)

Nine months ended September 30, 2024	Europe & International			North America			Greater China			Corporate*			Eliminations**			Total
Revenue
Revenue from external customers		325,801			203,859			79,690			—			—			609,350
Intersegment revenue		5,103			—			—			—			(5,103	)		—
Total segment revenue		330,904			203,859			79,690			—			(5,103	)		609,350
Adjusted EBITDA		39,548			4,049			(2,234	)		(70,609	)		—			(29,246	)
Share-based compensation expense		(1,679	)		886			(1,590	)		(7,712	)		—			(10,095	)
Restructuring costs(1)		(890	)		(866	)		(1,940	)		(879	)		—			(4,575	)
Discontinued construction of production facilities(4)		(2,923	)		1,161			—			—			—			(1,762	)
New product launch issue(5)		—			(12,565	)		—			—			—			(12,565	)
Non-controlling interests		—			—			(172	)		—			—			(172	)
EBITDA		34,056			(7,335	)		(5,936	)		(79,200	)		—			(58,415	)
Finance income and (expenses), net		—			—			—			—			—			(11,272	)
Depreciation and amortization		—			—			—			—			—			(38,034	)
Loss before tax		—			—			—			—			—			(107,721	)

* Corporate consists of general costs not allocated to the segments.

** Eliminations in 2025 and 2024 refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates primarily to severance costs as the Group adjusts its organizational structure.

(2) Relates to costs for the strategic review of the Greater China segment.

(3) Relates to reversal of previously recognized exit costs related to closure of the Group’s production facility in Singapore.

(4) Relates primarily to non-cash impairments related to discontinued construction of the Group’s production facility in Peterborough, UK, and reversal of previously recognized non-cash impairments related to discontinued construction of the Group’s production facility in Dallas-Fort Worth, Texas.

(5) Expenses related to a new product launch issue.

5.2 Non-current assets by country

Non-current assets for this purpose consist of property, plant and equipment and right-of-use assets.


	September 30, 2025		December 31, 2024
Sweden		127,600		114,764
China		95,063		103,791
US		82,607		88,983
The Netherlands		33,178		29,349
Other		1,615		2,867
Total		340,063		339,754

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

5.3 Revenue from external customers, broken down by location of the customers

The Group is domiciled in Sweden. The amount of its revenue from external customers, broken down by location of the customers, is shown in the table below.


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
US		60,662		67,850		181,008		200,332
UK		34,518		33,175		103,119		101,769
Germany		35,325		31,049		95,128		90,188
China		37,133		28,919		93,367		78,972
Sweden		12,824		11,985		36,043		35,292
The Netherlands		7,407		6,417		21,316		19,940
Finland		4,915		5,363		14,050		15,769
Other		30,012		23,242		84,649		67,088
Total		222,796		208,000		628,680		609,350

There are no countries that individually make up greater than 10% of total revenue included in “Other”.

5.4 Revenue from external customers, broken down by channel and segment

Revenue from external customers, broken down by channel and segment, is shown in the table below.


Three months ended September 30, 2025	Europe & International		North America		Greater China		Total
Retail		97,502		37,579		9,786		144,867
Foodservice		25,143		24,209		24,743		74,095
Other		622		308		2,904		3,834
Total		123,267		62,096		37,433		222,796

Three months ended September 30, 2024	Europe & International		North America		Greater China		Total
Retail		89,684		36,252		3,042		128,978
Foodservice		19,639		31,178		20,924		71,741
Other		530		1,643		5,108		7,281
Total		109,853		69,073		29,074		208,000

Nine months ended September 30, 2025	Europe & International		North America		Greater China		Total
Retail		276,536		110,822		20,076		407,434
Foodservice		70,228		73,322		64,368		207,918
Other		2,361		1,023		9,944		13,328
Total		349,125		185,167		94,388		628,680

Nine months ended September 30, 2024	Europe & International		North America		Greater China		Total
Retail		264,560		107,317		8,472		380,349
Foodservice		59,659		91,464		56,447		207,570
Other		1,582		5,078		14,771		21,431
Total		325,801		203,859		79,690		609,350

Other is primarily related to e-commerce, both direct-to-consumer and through third-party platforms.

Revenues of approximately 7% and 10% in the nine months ended September 30, 2025 and 2024, respectively, were derived from a single external customer in the foodservice channel. The revenues were attributed to the North America and Greater China segments.

Oatmilk accounted for 90% and 89% of the Group’s revenue in the nine months ended September 30, 2025 and 2024, respectively.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

During the year ended December 31, 2021, in connection with the initial public offering (“IPO”), the Company implemented a new incentive award program, the 2021 Incentive Award Plan (“2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate selected employees, consultants and members of the Board of Directors through the granting of share-based compensation awards and cash-based performance bonus awards from 2021 and onwards. 69,496,515 ordinary shares have been reserved for grants pursuant to a variety of share-based compensation awards, including, but not limited to, stock options and RSUs. To secure the future delivery of ordinary shares and ADSs under the 2021 Plan, the Company’s shareholders resolved to issue 69,496,515 warrants. The right to subscribe for the warrants vests only in the Company. See Note 18 Equity.

During the nine months ended September 30, 2025, the Company, under the 2021 Plan, granted 1,330,234 RSUs, of which 352,857 were granted to members of key management, including the Executive Officers, and the Board of Directors. 391,148 RSUs vested during the period, of which 154,966 were to key management. The RSUs are accounted for as equity-settled share-based compensation transactions. The RSUs are measured based on the fair market value of the underlying ADSs on the date of grant. The RSUs granted to employees under the 2021 Plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The RSUs granted to members of the Company’s Board of Directors vest on the date of the next Annual General Meeting of shareholders following the grant date, subject to continued service on the applicable vesting date.

Activity in the Group’s RSUs outstanding and related information is as follows:


	Number of RSUs			Weighted average grant date fair value ($)
As of December 31, 2024		820,170			26.00
Granted during the period		1,330,234			11.10
Forfeited during the period		(74,416	)		20.13
Vested during the period		(391,148	)		29.15
As of September 30, 2025		1,684,840			13.74

During the nine months ended September 30, 2025, the Company, under the 2021 Plan, granted no new stock options. 196,628 stock options vested during the period, of which 100,326 were to key management. The stock options are accounted for as equity-settled share-based compensation transactions. For stock options granted under the 2021 Plan, the exercise price is equal to the fair value of the ADSs on the date of grant. The stock options granted to participants under the 2021 Plan vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service. The stock options expire, in relation to each installment under the vesting schedule, five years after vesting, corresponding to a total term of six, seven and eight years for the respective installment.

Activity in the Group’s stock options outstanding and related information is as follows:


	Number of stock options			Weighted average exercise price ($)
As of December 31, 2024		580,314			26.40
Forfeited during the period		(56,721	)		22.59
Exercised during the period		(7,291	)		15.22
Expired during the period		(37,471	)		31.45
As of September 30, 2025		478,831			26.65
Vested and exercisable as of September 30, 2025		204,019			32.43

The weighted-average ADS price at exercise for options exercised during the nine months ended September 30, 2025 was $18.08.

The fair value at grant date of the stock options granted during the financial year 2024 was $13.4 for the May 2024 grant date and $9.2 for the November 2024 grant date. The fair value at grant date of the stock options granted during the financial year 2023 was $19.6 for the May 2023 grant date, $21.8 for the July 2023 grant date and $8.6 for the November 2023 grant date. The fair value at grant date of the stock options granted during the financial year 2022 was $29.8 for the May 2022 grant date and $17.2 for the November 2022 grant date. The fair value at grant date of the stock options granted during the financial year 2021 was $124.8 for the May 2021 grant date and $73.4 for the November 2021 grant date. The fair value of the stock options at grant date has been determined using the Black-Scholes option-pricing model, which takes into account the exercise price, the expected term of the stock options, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the stock options and the correlations and volatilities of the peer group companies.

Notes to the interim condensed consolidated financial statements

(in thousands of U.S. dollars unless otherwise stated)

The Company does not anticipate paying any cash dividends in the near future and therefore uses an expected dividend yield of zero in the option valuation model.

Each RSU or stock option entitles the holder to acquire, as determined by the Board of Directors, either twenty ordinary shares, twenty warrants or one ADS in the Company.

Share-based compensation expense was $3.1 million for the three months ended September 30, 2025 (2024: $3.3 million) and $10.1 million for the nine months ended September 30, 2025 (2024: $10.1 million).

Note 7. Finance income and expenses


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025			2024
Interest income		987		1,937		3,366			8,312
Other financial income		—		108		155			312
Net foreign exchange difference		526		4,541		(5,039	)

Note 1. Corporate information

Note 2. Summary of accounting policies

Note 3. Significant accounting judgments, estimates and assessments

Note 4. Seasonality

Note 5. Segment information

5.1 Revenue, Adjusted EBITDA and EBITDA

5.3 Revenue from external customers, broken down by location of the customers

5.4 Revenue from external customers, broken down by channel and segment

Note 6. Share-based compensation

Note 7. Finance income and expenses

Oatly Group AB 6-K