UPM Completes Plywood Spin-Off on Oct. 31, Distributing One WISA Share to Each Shareholder

Key Facts

UPM-Kymmene’s partial demerger was registered in the Finnish Trade Register on Oct. 31, 2026, transferring its plywood business to WISA Group, according to a UPM statement. The transfer includes all assets and liabilities related to, or primarily serving, UPM Plywood. Under the terms, UPM shareholders will receive one new WISA share for each UPM share they own; no WISA shares will be issued for treasury shares. WISA shares are scheduled to begin trading on Nasdaq Helsinki on Nov. 2 under the ticker WISA, while UPM will continue trading under its current ticker. The company said WISA shares would be credited to shareholders’ accounts on or around Nov. 2, and that the demerger does not change the number of UPM shares.

The move follows a strategic review of its plywood business announced by UPM on Sept. 23, 2025, before the board approved the separation plan on April 29, 2026. An extraordinary general meeting approved the demerger on Aug. 31 and ratified the plan adopted by the board. UPM said separating the business into an independently listed company aims to create a platform focused on the business’s strategic growth priorities. It added that the new structure is intended to simplify group governance and sharpen UPM’s focus on its core businesses. Chief Executive Massimo Reynaud had said in the third-quarter report that the separation was “just days away from completion” and would establish WISA as an independent listed company.

WISA operates seven production units at five sites in Finland and Estonia, with theoretical available maximum capacity of about 785,000 cubic meters a year, according to UPM data published with the demerger plan. UPM Plywood generated sales of 409 million euros in 2025, with adjusted EBITDA of 55 million euros. In the first nine months of 2026, sales were 231 million euros, compared with 204 million euros in the corresponding period of 2025. Adjusted EBITDA for the period rose to 49 million euros from 36 million euros. But third-quarter performance declined year over year, with sales falling to 67 million euros from 72 million euros and adjusted EBITDA dropping to 10 million euros from 16 million euros.

The weaker third quarter followed stronger performance in the business during the first half of the year; Plywood sales in that period were 164 million euros, compared with 132 million euros in the first half of 2025. Adjusted EBITDA rose to 39 million euros from 19 million euros. At group level, UPM’s sales from continuing operations fell to 2,202 million euros in the third quarter from 2,226 million euros a year earlier, while adjusted operating profit declined 8% to 131 million euros. Management attributed the pressure to customer caution and inventory drawdowns, which reduced deliveries, as well as higher variable costs. It said prices offset part of the impact, while strong cash flow was a positive in the quarter.

At the same time, WISA announced financial targets that include exceeding 550 million euros in sales by 2030, achieving an adjusted operating profit margin of 13%, and keeping net debt to adjusted EBITDA below 1.5 times. These figures remain forward-looking targets for the new company, while the reported 2026 results for the business fall within its transition from UPM. UPM cautioned that the published financial statements for discontinued operations do not represent the historical or future profitability of Plywood as an independent company. The general meeting authorized the WISA board to issue or transfer up to 25,000,000 shares for purposes including financing, acquisitions, investments and incentive plans. It also elected a six-member board chaired by Tapio Korpeinen, with the authorization taking effect when the demerger becomes effective.

For the remainder of 2026, UPM forecast adjusted operating profit from continuing operations of between 375 and 575 million euros in the second half, compared with 479 million euros in the second half of 2025 and 471 million euros in the first half of 2026. The forecast excludes the Plywood business, which transferred to WISA upon registration of the demerger. The company said delivery volumes in the second half were likely to decline compared with the first half. By contrast, it expected moderately higher selling prices to support performance, alongside an increase in variable costs. The outlook comes as WISA begins trading on Nov. 2, the scheduled date for the new company’s market debut and the crediting of its shares to shareholders’ accounts on or around that day.