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    Amendment: SEC Form SCHEDULE 13D/A filed by CureVac N.V.

    12/12/25 1:40:39 PM ET
    $CVAC
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CVAC alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 7)


    CureVac N.V.

    (Name of Issuer)


    Common Shares Euros 0.12 par value

    (Title of Class of Securities)


    N2451R105

    (CUSIP Number)


    Pierre-Emmanuel Perais
    Linklaters LLP, 1290 Avenue of the Americas
    New York, NY, 10104
    1 212 903 9046

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    12/10/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    N2451R105


    1 Name of reporting person

    KfW
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    GERMANY
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Shares Euros 0.12 par value
    (b)Name of Issuer:

    CureVac N.V.
    (c)Address of Issuer's Principal Executive Offices:

    PAUL-EHRLICH-STRABE 15 TUBINGEN, BADEN-WURTTEMBERG, GERMANY , 72076.
    Item 1 Comment:
    This Amendment No. 7 to the Schedule 13D (the "Amendment No. 7") amends and supplements the Schedule 13D, as amended by Amendment No. 1, dated as of January 29, 2021 (the "Amendment No. 1"), Amendment No. 2, dated as of October 15, 2021 (the "Amendment No. 2"), Amendment No. 3, dated as of January 13, 2022 (the "Amendment No. 3"), Amendment No. 4, dated as of February 10, 2023 (the "Amendment No. 4"), Amendment No. 5, dated as of February 24, 2023 (the "Amendment No. 5") and Amendment No.6, dated as of August 1, 2025 (the "Amendment No.6"). Except as amended and supplemented by the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5, Amendment No.6 and this Amendment No.7, the Schedule 13D remains unchanged. This amendment is being filed to reflect the completion of KfW's tender of all of its Common Shares in the Exchange Offer (as defined below) and the expected termination of the Shareholders' Agreement dated as of June 16, 2020, by and among KfW, Dievini Hopp BioTech holding GmbH & Co. KG ("dievini") and Dietmar Hopp and as amended by Supplement to the Shareholders' Agreement dated as of August 14, 2020 and by Second Supplement to the Shareholders' Agreement dated as of January 13, 2022 (as amended from time to time, the "Shareholders' Agreement") on or about December 15, 2025.
    Item 4.Purpose of Transaction
     
    Reference is made to that certain (i) Purchase Agreement by and between BioNTech SE, a European stock corporation (the "Buyer") and the Issuer dated June 12, 2025 (the "'Purchase Agreement") and the exchange offer described therein (the "Exchange Offer") and (ii) termination agreement of the Shareholders' Agreement dated October 29, 2025 by and among, KfW, dievini, Zweite DH Verwaltungs GmbH, 4H invest GmbH, Bohlini Invest GmbH, MH-LT Investments GmbH and certain other parties (the "Termination Agreement"). KfW has tendered all of its Common Shares into the Exchange Offer pursuant to that certain Tender and Support Agreement dated July 31, 2025 by and between KfW and the Buyer (the "Tender and Support Agreement"), with respect to the Common Shares held by KfW. The Exchange Offer expired as scheduled at 9:00 a.m. Eastern Time on December 3, 2025. The Common Shares held by KfW were accepted for exchange and transferred to the Buyer in a capital increase for the issue of shares in Buyer underlying the American Depository Shares of Buyer offered as consideration of the Exchange Offer which took effect upon registration on December 10, 2025. As a result, KfW no longer beneficially owns, or otherwise holds, any securities of the Issuer. KfW expects to receive full consideration to which it is entitled under the Exchange Offer (the "Completion") on or about December 15, 2025. Pursuant to the Termination Agreement, the Shareholders' Agreement will terminate upon the Completion. The foregoing descriptions of the Purchase Agreement and the Tender and Support Agreement, and the respective transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Purchase Agreement, listed as Exhibit 1 hereto, is incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the SEC on June 16, 2025. A copy of the form of Tender and Support Agreement, listed as Exhibit 2 hereto, is incorporated by reference to Exhibit 2 to KfW's Amendment 6 to Schedule 13D filed with the SEC on August 1, 2025.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit No. Description 1 Purchase Agreement (Incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on June 16, 2025.) 2 Tender and Support Agreement (Incorporated by reference to Exhibit 2 to the Amendment 6 to Schedule 13D filed by KfW with the SEC on August 1, 2025.) 3 Shareholders' Agreement dated as of June 16, 2020 by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG and Dietmar Hopp. (Incorporated herein by reference from Exhibit 5 of the Statement of Beneficial Ownership on Schedule 13D (No. 005-91630) filed by KfW on August 24, 2020.) 4 Investment and Shareholders' Agreement dated as of July 17, 2020, by and among CureVac AG and several shareholders. (Incorporated herein by reference from Exhibit 3.5 of CureVac N.V.'s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020.) 5 Supplement to the Shareholders' Agreement (Exhibit No. 1) dated as of August 14, 2020, by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG, Dietmar Hopp and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 5 of the Statement of Beneficial Ownership on Schedule 13D (No. 005-91630) filed by KfW on August 24, 2020.) 6 Second Supplement to the Shareholders' Agreement (Exhibit No. 2) dated as of January 13, 2022 by and among KfW, dievini Hopp BioTech holding GmbH & Co. KG, Dietmar Hopp and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 6 of the Statement of Beneficial Ownership on Schedule 13D (Amendment No. 3) filed by KfW on January 13, 2022.)

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    KfW
     
    Signature:/s/ Uwe Harms
    Name/Title:Uwe Harms / Authorised Officer (Prokurist)
    Date:12/12/2025
     
    Signature:/s/ Bastian Michalka
    Name/Title:Bastian Michalka / Officer (Handlungsbevollmachtigter)
    Date:12/12/2025
    Comments accompanying signature:
    ANNEX A The following sets forth the name, position, principal occupation and citizenship of each member of the executive board of KfW as set forth on the website of KfW as of December 11, 2025. EXECUTIVE BOARD Name Principal Occupation or Employment Business Address Citizenship Stefan Wintels CEO of KfW (1) Germany Christiane Laibach Member of the Executive Board of KfW (1) Germany Melanie Kehr Member of the Executive Board of KfW (1) Germany Bernd Loewen Member of the Executive Board of KfW (1) Germany Dr Stefan Peiss Member of the Executive Board of KfW (1) Germany (1) Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany
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